FORTY-NINER SHOPS, INC. FINANCIAL STATEMENTS JUNE...

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FORTY-NINER SHOPS, INC. FINANCIAL STATEMENTS JUNE 30,2017 AND 2016

Transcript of FORTY-NINER SHOPS, INC. FINANCIAL STATEMENTS JUNE...

FORTY-NINER SHOPS INC

FINANCIAL STATEMENTS

JUNE 302017 AND 2016

INDEPENDENT AUDITORS REPORT 1 - 2

FINANCIAL STATEMENTS

Statements of Financial Position 3 - 4

Statements of Activities 5

Statements of Cash Flows 7 - 8

Notes to Financial Statements 9 - 26

ADDITIONAL INFORMATION

Schedule of Enterprise Activities 27 - 28

Schedule of Revenues Expenses

Schedule of Other Information 31 - 37

Statements of Changes in Net Assets 6

Schedule of Net Position 29

and Changes in Net Position 30

Guzman amp Gray Certified Public Accountants

4510 East Pacific Coast Highway Suite 270 Mark Gray CPA Long Beach California 90804 Patrick S Guzman CPA

(562) 498-0997 Fax (562) 597-7359

INDEPENDENT AUDITORS REPORT

Board of Directors Forty-Niner Shops Inc California State University Long Beach

Financial Statements We have audited the accompanying financial statements of the Forty-Niner Shops Inc (a nonprofit organization) which comprise the statements of financial position as of June 30 2017 and 2016 and the related statements of activities changes in net assets and cash flows for the years then ended and the related notes to the financial statements

Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error

Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

1

INDEPENDENT AUDITORS REPORT (Continued)

Opinion In our opinion the financial statements referred to above present fairly in all material respects the financial position of the Forty-Niner Shops Inc as of June 30 2017 and 2016 and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Other Matter Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole The statements on pages 27 through 37 are presented for the purpose of additional analysis and are not a required part of the financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the financial statements as a whole

GUzc1tc~ Long Beach California September 72017

2

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION

ASSETS

CURRENT ASSETS Cash and cash equivalents Investments Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

CAPITAL ASSETS net of accumulated depreCiation

OTHER ASSETS Investments designated for sick pay benefits

TOTAL ASSETS

JUNE 30 2017

$ 4295499 8309092 1265132

8814 297999

2727406 22071

16926013

8486644

768432 768432

$26181089

2016

$ 3499447 6722616 1633078

45646 272666 500000

2504477 14000

15191930

768432 768432

$24554920

See Independent Auditors Report and Notes to Financial Statements 3

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION (CONTINUED)

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES Long term debt current portion Accounts payable trade Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Pension obligation current Accrued post-retirement current

NONCURRENT LIABILITIES Long term debt net of current portion Pension obligation net of current portion Accrued postretirement benefits

Total Liabilities

NET ASSETS Unrestricted

Invested in capital assets Other unrestricted

Total Net Assets

TOTAL LIABILITIES AND NET ASSETS

JUNE 30 2017 2016

$ 95000 $ 85000 122697 131345 211788 213860 308544 312882 461007 459047 664118 548772 486449 459963 989603 930299 577603 474416 407000 409000

4323809 4024584

3383768 3491328 4660554 3724428 2778391 3782913

10822713 10998669 15146522 15023253

8486644 8594558 2547923 937109

11034567 9531667

~2sectj_e~ $24554920

See Independent Auditors Report and Jotes to Financial Statements 4

FORTY-NINER SHOPS INC STATEMENTS OF ACTIVITIES

JUNE 30 1

ENTERPRISE OPERATING REVENUES Sales Commission Vending Other

ENTERPRISE OPERATING EXPENSES Cost of sales Operating expenses Depreciation and amortization

ENTERPRISE OPERATING (LOSS) INCOME

NONOPERATING INCOME (EXPENSE) Interest and dividend income Interest imputed from net loan premiums and costs

Interest expense Unrealized gain (loss) on investments Realized gain (loss) on investments Net gain (loss) on disposal of fixed assets

NONMANDATORY TRANSFERS TO UNIVERSITY Contributions to University and

University programs

POST RETIREMENT -RELATED CHANGES OTHER THAN NET PERIODIC COST

INCREASE IN NET ASSETS

2017

$ 36290437 1394267

352627 116 1646

38153 1 977

16440145 20931513

977 1635 38349293

( 195316)

169148

12560 ( 152407)

552937 326159

5984 902413

273190

1068993

$ 1502900

2016

$ 36636425 954401 339183

82 1305 38 1012314

16550622 18356171

985466 35 1892259

2120 1055

279561

( ( ( ( (

1843 171911) 311727) 157672)

6788) 366694

( 314829)

( 1230670)

See Independent Auditors Report and Notes to Financial Statements 5

FORTY-NINER SHOPS INC STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED JUNE 30

2017 2016

BEGINNING NET ASSETS $ 9531667 $ 9323805

INCREASE IN NET ASSETS 1502900 207862

ENDING NET ASSETS $ 11034567 $ 9531667

See Independent Auditors Report and Notes to Financial Statements 6

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

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FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

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FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

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FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

INDEPENDENT AUDITORS REPORT 1 - 2

FINANCIAL STATEMENTS

Statements of Financial Position 3 - 4

Statements of Activities 5

Statements of Cash Flows 7 - 8

Notes to Financial Statements 9 - 26

ADDITIONAL INFORMATION

Schedule of Enterprise Activities 27 - 28

Schedule of Revenues Expenses

Schedule of Other Information 31 - 37

Statements of Changes in Net Assets 6

Schedule of Net Position 29

and Changes in Net Position 30

Guzman amp Gray Certified Public Accountants

4510 East Pacific Coast Highway Suite 270 Mark Gray CPA Long Beach California 90804 Patrick S Guzman CPA

(562) 498-0997 Fax (562) 597-7359

INDEPENDENT AUDITORS REPORT

Board of Directors Forty-Niner Shops Inc California State University Long Beach

Financial Statements We have audited the accompanying financial statements of the Forty-Niner Shops Inc (a nonprofit organization) which comprise the statements of financial position as of June 30 2017 and 2016 and the related statements of activities changes in net assets and cash flows for the years then ended and the related notes to the financial statements

Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error

Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

1

INDEPENDENT AUDITORS REPORT (Continued)

Opinion In our opinion the financial statements referred to above present fairly in all material respects the financial position of the Forty-Niner Shops Inc as of June 30 2017 and 2016 and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Other Matter Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole The statements on pages 27 through 37 are presented for the purpose of additional analysis and are not a required part of the financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the financial statements as a whole

GUzc1tc~ Long Beach California September 72017

2

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION

ASSETS

CURRENT ASSETS Cash and cash equivalents Investments Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

CAPITAL ASSETS net of accumulated depreCiation

OTHER ASSETS Investments designated for sick pay benefits

TOTAL ASSETS

JUNE 30 2017

$ 4295499 8309092 1265132

8814 297999

2727406 22071

16926013

8486644

768432 768432

$26181089

2016

$ 3499447 6722616 1633078

45646 272666 500000

2504477 14000

15191930

768432 768432

$24554920

See Independent Auditors Report and Notes to Financial Statements 3

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION (CONTINUED)

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES Long term debt current portion Accounts payable trade Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Pension obligation current Accrued post-retirement current

NONCURRENT LIABILITIES Long term debt net of current portion Pension obligation net of current portion Accrued postretirement benefits

Total Liabilities

NET ASSETS Unrestricted

Invested in capital assets Other unrestricted

Total Net Assets

TOTAL LIABILITIES AND NET ASSETS

JUNE 30 2017 2016

$ 95000 $ 85000 122697 131345 211788 213860 308544 312882 461007 459047 664118 548772 486449 459963 989603 930299 577603 474416 407000 409000

4323809 4024584

3383768 3491328 4660554 3724428 2778391 3782913

10822713 10998669 15146522 15023253

8486644 8594558 2547923 937109

11034567 9531667

~2sectj_e~ $24554920

See Independent Auditors Report and Jotes to Financial Statements 4

FORTY-NINER SHOPS INC STATEMENTS OF ACTIVITIES

JUNE 30 1

ENTERPRISE OPERATING REVENUES Sales Commission Vending Other

ENTERPRISE OPERATING EXPENSES Cost of sales Operating expenses Depreciation and amortization

ENTERPRISE OPERATING (LOSS) INCOME

NONOPERATING INCOME (EXPENSE) Interest and dividend income Interest imputed from net loan premiums and costs

Interest expense Unrealized gain (loss) on investments Realized gain (loss) on investments Net gain (loss) on disposal of fixed assets

NONMANDATORY TRANSFERS TO UNIVERSITY Contributions to University and

University programs

POST RETIREMENT -RELATED CHANGES OTHER THAN NET PERIODIC COST

INCREASE IN NET ASSETS

2017

$ 36290437 1394267

352627 116 1646

38153 1 977

16440145 20931513

977 1635 38349293

( 195316)

169148

12560 ( 152407)

552937 326159

5984 902413

273190

1068993

$ 1502900

2016

$ 36636425 954401 339183

82 1305 38 1012314

16550622 18356171

985466 35 1892259

2120 1055

279561

( ( ( ( (

1843 171911) 311727) 157672)

6788) 366694

( 314829)

( 1230670)

See Independent Auditors Report and Notes to Financial Statements 5

FORTY-NINER SHOPS INC STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED JUNE 30

2017 2016

BEGINNING NET ASSETS $ 9531667 $ 9323805

INCREASE IN NET ASSETS 1502900 207862

ENDING NET ASSETS $ 11034567 $ 9531667

See Independent Auditors Report and Notes to Financial Statements 6

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

Guzman amp Gray Certified Public Accountants

4510 East Pacific Coast Highway Suite 270 Mark Gray CPA Long Beach California 90804 Patrick S Guzman CPA

(562) 498-0997 Fax (562) 597-7359

INDEPENDENT AUDITORS REPORT

Board of Directors Forty-Niner Shops Inc California State University Long Beach

Financial Statements We have audited the accompanying financial statements of the Forty-Niner Shops Inc (a nonprofit organization) which comprise the statements of financial position as of June 30 2017 and 2016 and the related statements of activities changes in net assets and cash flows for the years then ended and the related notes to the financial statements

Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error

Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

1

INDEPENDENT AUDITORS REPORT (Continued)

Opinion In our opinion the financial statements referred to above present fairly in all material respects the financial position of the Forty-Niner Shops Inc as of June 30 2017 and 2016 and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Other Matter Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole The statements on pages 27 through 37 are presented for the purpose of additional analysis and are not a required part of the financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the financial statements as a whole

GUzc1tc~ Long Beach California September 72017

2

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION

ASSETS

CURRENT ASSETS Cash and cash equivalents Investments Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

CAPITAL ASSETS net of accumulated depreCiation

OTHER ASSETS Investments designated for sick pay benefits

TOTAL ASSETS

JUNE 30 2017

$ 4295499 8309092 1265132

8814 297999

2727406 22071

16926013

8486644

768432 768432

$26181089

2016

$ 3499447 6722616 1633078

45646 272666 500000

2504477 14000

15191930

768432 768432

$24554920

See Independent Auditors Report and Notes to Financial Statements 3

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION (CONTINUED)

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES Long term debt current portion Accounts payable trade Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Pension obligation current Accrued post-retirement current

NONCURRENT LIABILITIES Long term debt net of current portion Pension obligation net of current portion Accrued postretirement benefits

Total Liabilities

NET ASSETS Unrestricted

Invested in capital assets Other unrestricted

Total Net Assets

TOTAL LIABILITIES AND NET ASSETS

JUNE 30 2017 2016

$ 95000 $ 85000 122697 131345 211788 213860 308544 312882 461007 459047 664118 548772 486449 459963 989603 930299 577603 474416 407000 409000

4323809 4024584

3383768 3491328 4660554 3724428 2778391 3782913

10822713 10998669 15146522 15023253

8486644 8594558 2547923 937109

11034567 9531667

~2sectj_e~ $24554920

See Independent Auditors Report and Jotes to Financial Statements 4

FORTY-NINER SHOPS INC STATEMENTS OF ACTIVITIES

JUNE 30 1

ENTERPRISE OPERATING REVENUES Sales Commission Vending Other

ENTERPRISE OPERATING EXPENSES Cost of sales Operating expenses Depreciation and amortization

ENTERPRISE OPERATING (LOSS) INCOME

NONOPERATING INCOME (EXPENSE) Interest and dividend income Interest imputed from net loan premiums and costs

Interest expense Unrealized gain (loss) on investments Realized gain (loss) on investments Net gain (loss) on disposal of fixed assets

NONMANDATORY TRANSFERS TO UNIVERSITY Contributions to University and

University programs

POST RETIREMENT -RELATED CHANGES OTHER THAN NET PERIODIC COST

INCREASE IN NET ASSETS

2017

$ 36290437 1394267

352627 116 1646

38153 1 977

16440145 20931513

977 1635 38349293

( 195316)

169148

12560 ( 152407)

552937 326159

5984 902413

273190

1068993

$ 1502900

2016

$ 36636425 954401 339183

82 1305 38 1012314

16550622 18356171

985466 35 1892259

2120 1055

279561

( ( ( ( (

1843 171911) 311727) 157672)

6788) 366694

( 314829)

( 1230670)

See Independent Auditors Report and Notes to Financial Statements 5

FORTY-NINER SHOPS INC STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED JUNE 30

2017 2016

BEGINNING NET ASSETS $ 9531667 $ 9323805

INCREASE IN NET ASSETS 1502900 207862

ENDING NET ASSETS $ 11034567 $ 9531667

See Independent Auditors Report and Notes to Financial Statements 6

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

INDEPENDENT AUDITORS REPORT (Continued)

Opinion In our opinion the financial statements referred to above present fairly in all material respects the financial position of the Forty-Niner Shops Inc as of June 30 2017 and 2016 and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America

Other Matter Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole The statements on pages 27 through 37 are presented for the purpose of additional analysis and are not a required part of the financial statements Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves and other additional procedures in accordance with auditing standards generally accepted in the United States of America In our opinion the information is fairly stated in all material respects in relation to the financial statements as a whole

GUzc1tc~ Long Beach California September 72017

2

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION

ASSETS

CURRENT ASSETS Cash and cash equivalents Investments Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

CAPITAL ASSETS net of accumulated depreCiation

OTHER ASSETS Investments designated for sick pay benefits

TOTAL ASSETS

JUNE 30 2017

$ 4295499 8309092 1265132

8814 297999

2727406 22071

16926013

8486644

768432 768432

$26181089

2016

$ 3499447 6722616 1633078

45646 272666 500000

2504477 14000

15191930

768432 768432

$24554920

See Independent Auditors Report and Notes to Financial Statements 3

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION (CONTINUED)

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES Long term debt current portion Accounts payable trade Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Pension obligation current Accrued post-retirement current

NONCURRENT LIABILITIES Long term debt net of current portion Pension obligation net of current portion Accrued postretirement benefits

Total Liabilities

NET ASSETS Unrestricted

Invested in capital assets Other unrestricted

Total Net Assets

TOTAL LIABILITIES AND NET ASSETS

JUNE 30 2017 2016

$ 95000 $ 85000 122697 131345 211788 213860 308544 312882 461007 459047 664118 548772 486449 459963 989603 930299 577603 474416 407000 409000

4323809 4024584

3383768 3491328 4660554 3724428 2778391 3782913

10822713 10998669 15146522 15023253

8486644 8594558 2547923 937109

11034567 9531667

~2sectj_e~ $24554920

See Independent Auditors Report and Jotes to Financial Statements 4

FORTY-NINER SHOPS INC STATEMENTS OF ACTIVITIES

JUNE 30 1

ENTERPRISE OPERATING REVENUES Sales Commission Vending Other

ENTERPRISE OPERATING EXPENSES Cost of sales Operating expenses Depreciation and amortization

ENTERPRISE OPERATING (LOSS) INCOME

NONOPERATING INCOME (EXPENSE) Interest and dividend income Interest imputed from net loan premiums and costs

Interest expense Unrealized gain (loss) on investments Realized gain (loss) on investments Net gain (loss) on disposal of fixed assets

NONMANDATORY TRANSFERS TO UNIVERSITY Contributions to University and

University programs

POST RETIREMENT -RELATED CHANGES OTHER THAN NET PERIODIC COST

INCREASE IN NET ASSETS

2017

$ 36290437 1394267

352627 116 1646

38153 1 977

16440145 20931513

977 1635 38349293

( 195316)

169148

12560 ( 152407)

552937 326159

5984 902413

273190

1068993

$ 1502900

2016

$ 36636425 954401 339183

82 1305 38 1012314

16550622 18356171

985466 35 1892259

2120 1055

279561

( ( ( ( (

1843 171911) 311727) 157672)

6788) 366694

( 314829)

( 1230670)

See Independent Auditors Report and Notes to Financial Statements 5

FORTY-NINER SHOPS INC STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED JUNE 30

2017 2016

BEGINNING NET ASSETS $ 9531667 $ 9323805

INCREASE IN NET ASSETS 1502900 207862

ENDING NET ASSETS $ 11034567 $ 9531667

See Independent Auditors Report and Notes to Financial Statements 6

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION

ASSETS

CURRENT ASSETS Cash and cash equivalents Investments Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

CAPITAL ASSETS net of accumulated depreCiation

OTHER ASSETS Investments designated for sick pay benefits

TOTAL ASSETS

JUNE 30 2017

$ 4295499 8309092 1265132

8814 297999

2727406 22071

16926013

8486644

768432 768432

$26181089

2016

$ 3499447 6722616 1633078

45646 272666 500000

2504477 14000

15191930

768432 768432

$24554920

See Independent Auditors Report and Notes to Financial Statements 3

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION (CONTINUED)

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES Long term debt current portion Accounts payable trade Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Pension obligation current Accrued post-retirement current

NONCURRENT LIABILITIES Long term debt net of current portion Pension obligation net of current portion Accrued postretirement benefits

Total Liabilities

NET ASSETS Unrestricted

Invested in capital assets Other unrestricted

Total Net Assets

TOTAL LIABILITIES AND NET ASSETS

JUNE 30 2017 2016

$ 95000 $ 85000 122697 131345 211788 213860 308544 312882 461007 459047 664118 548772 486449 459963 989603 930299 577603 474416 407000 409000

4323809 4024584

3383768 3491328 4660554 3724428 2778391 3782913

10822713 10998669 15146522 15023253

8486644 8594558 2547923 937109

11034567 9531667

~2sectj_e~ $24554920

See Independent Auditors Report and Jotes to Financial Statements 4

FORTY-NINER SHOPS INC STATEMENTS OF ACTIVITIES

JUNE 30 1

ENTERPRISE OPERATING REVENUES Sales Commission Vending Other

ENTERPRISE OPERATING EXPENSES Cost of sales Operating expenses Depreciation and amortization

ENTERPRISE OPERATING (LOSS) INCOME

NONOPERATING INCOME (EXPENSE) Interest and dividend income Interest imputed from net loan premiums and costs

Interest expense Unrealized gain (loss) on investments Realized gain (loss) on investments Net gain (loss) on disposal of fixed assets

NONMANDATORY TRANSFERS TO UNIVERSITY Contributions to University and

University programs

POST RETIREMENT -RELATED CHANGES OTHER THAN NET PERIODIC COST

INCREASE IN NET ASSETS

2017

$ 36290437 1394267

352627 116 1646

38153 1 977

16440145 20931513

977 1635 38349293

( 195316)

169148

12560 ( 152407)

552937 326159

5984 902413

273190

1068993

$ 1502900

2016

$ 36636425 954401 339183

82 1305 38 1012314

16550622 18356171

985466 35 1892259

2120 1055

279561

( ( ( ( (

1843 171911) 311727) 157672)

6788) 366694

( 314829)

( 1230670)

See Independent Auditors Report and Notes to Financial Statements 5

FORTY-NINER SHOPS INC STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED JUNE 30

2017 2016

BEGINNING NET ASSETS $ 9531667 $ 9323805

INCREASE IN NET ASSETS 1502900 207862

ENDING NET ASSETS $ 11034567 $ 9531667

See Independent Auditors Report and Notes to Financial Statements 6

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC STATEMENTS OF FINANCIAL POSITION (CONTINUED)

LIABILITIES AND NET ASSETS

CURRENT LIABILITIES Long term debt current portion Accounts payable trade Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Pension obligation current Accrued post-retirement current

NONCURRENT LIABILITIES Long term debt net of current portion Pension obligation net of current portion Accrued postretirement benefits

Total Liabilities

NET ASSETS Unrestricted

Invested in capital assets Other unrestricted

Total Net Assets

TOTAL LIABILITIES AND NET ASSETS

JUNE 30 2017 2016

$ 95000 $ 85000 122697 131345 211788 213860 308544 312882 461007 459047 664118 548772 486449 459963 989603 930299 577603 474416 407000 409000

4323809 4024584

3383768 3491328 4660554 3724428 2778391 3782913

10822713 10998669 15146522 15023253

8486644 8594558 2547923 937109

11034567 9531667

~2sectj_e~ $24554920

See Independent Auditors Report and Jotes to Financial Statements 4

FORTY-NINER SHOPS INC STATEMENTS OF ACTIVITIES

JUNE 30 1

ENTERPRISE OPERATING REVENUES Sales Commission Vending Other

ENTERPRISE OPERATING EXPENSES Cost of sales Operating expenses Depreciation and amortization

ENTERPRISE OPERATING (LOSS) INCOME

NONOPERATING INCOME (EXPENSE) Interest and dividend income Interest imputed from net loan premiums and costs

Interest expense Unrealized gain (loss) on investments Realized gain (loss) on investments Net gain (loss) on disposal of fixed assets

NONMANDATORY TRANSFERS TO UNIVERSITY Contributions to University and

University programs

POST RETIREMENT -RELATED CHANGES OTHER THAN NET PERIODIC COST

INCREASE IN NET ASSETS

2017

$ 36290437 1394267

352627 116 1646

38153 1 977

16440145 20931513

977 1635 38349293

( 195316)

169148

12560 ( 152407)

552937 326159

5984 902413

273190

1068993

$ 1502900

2016

$ 36636425 954401 339183

82 1305 38 1012314

16550622 18356171

985466 35 1892259

2120 1055

279561

( ( ( ( (

1843 171911) 311727) 157672)

6788) 366694

( 314829)

( 1230670)

See Independent Auditors Report and Notes to Financial Statements 5

FORTY-NINER SHOPS INC STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED JUNE 30

2017 2016

BEGINNING NET ASSETS $ 9531667 $ 9323805

INCREASE IN NET ASSETS 1502900 207862

ENDING NET ASSETS $ 11034567 $ 9531667

See Independent Auditors Report and Notes to Financial Statements 6

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC STATEMENTS OF ACTIVITIES

JUNE 30 1

ENTERPRISE OPERATING REVENUES Sales Commission Vending Other

ENTERPRISE OPERATING EXPENSES Cost of sales Operating expenses Depreciation and amortization

ENTERPRISE OPERATING (LOSS) INCOME

NONOPERATING INCOME (EXPENSE) Interest and dividend income Interest imputed from net loan premiums and costs

Interest expense Unrealized gain (loss) on investments Realized gain (loss) on investments Net gain (loss) on disposal of fixed assets

NONMANDATORY TRANSFERS TO UNIVERSITY Contributions to University and

University programs

POST RETIREMENT -RELATED CHANGES OTHER THAN NET PERIODIC COST

INCREASE IN NET ASSETS

2017

$ 36290437 1394267

352627 116 1646

38153 1 977

16440145 20931513

977 1635 38349293

( 195316)

169148

12560 ( 152407)

552937 326159

5984 902413

273190

1068993

$ 1502900

2016

$ 36636425 954401 339183

82 1305 38 1012314

16550622 18356171

985466 35 1892259

2120 1055

279561

( ( ( ( (

1843 171911) 311727) 157672)

6788) 366694

( 314829)

( 1230670)

See Independent Auditors Report and Notes to Financial Statements 5

FORTY-NINER SHOPS INC STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED JUNE 30

2017 2016

BEGINNING NET ASSETS $ 9531667 $ 9323805

INCREASE IN NET ASSETS 1502900 207862

ENDING NET ASSETS $ 11034567 $ 9531667

See Independent Auditors Report and Notes to Financial Statements 6

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEARS ENDED JUNE 30

2017 2016

BEGINNING NET ASSETS $ 9531667 $ 9323805

INCREASE IN NET ASSETS 1502900 207862

ENDING NET ASSETS $ 11034567 $ 9531667

See Independent Auditors Report and Notes to Financial Statements 6

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES Increase in net assets Adjustments to reconcile change in net assets

to net cash from operating activities Depreciation Amortization of loan discount Interest imputed from net loan

premiums and costs Unrealized (gain) loss on investments Realized (gain) loss on investments Net (gain) loss on disposal of fixed assets (Increase) decrease in

Accounts receivable Accounts receivable CSULB auxiliary

organizations Accounts receivable CSULB Note receivable CSULB Inventories Prepaid expenses

Increase (decrease) in Accounts payable Accounts payable CSULB Refundable campus debit card deposits Accrued liabilities Accrued payroll Accrued vacation Accrued sick pay Accrued pension obligation Accrued post retirement benefits

Net Cash From Operating Activities

FOR THE YEARS ENDED

2017 JUNE 30

2016

$1502900 $ 207862

977635 985466

12560) 552937) 326159)

5984

1843) 311727 157672

6788

367946 701974)

36832 25333)

500000 222929)

8071 )

37654) 184031

259764) 45250

9115) 1602) 4338) 1960

115346 26486 59304

1039313 ( 506522)

2964140

749495) 1475)

14032 156294 212076

37985 70389

163467 1000337 1801171

See Independent Auditors Report and Notes to Financial Statements 7

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED JUNE 30

2017 2016

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital assets Construction in progress additions Purchase of investments Proceeds from sale of investments Proceeds from sale of capital assets

Net Cash From Investment Activities

905471 )

( 5742895) 5065278

( 1 583088)

( ( (

345007) 424089)

3177541) 1895823

900 2049914)

CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long term debt Proceeds from refinancing of long term debt Contributions to post retirement benefit trust

Net Cash From Financing Activities ( (

85000)

500000) 585000)

375000) 282911 500000 592089)

CHANGE IN CASH AND CASH EQUIVALENTS 796052 840832)

BEGINNING CASH AIID CASH EQUIVALENTS 3499447 4340279

ENDING CASH AND CASH EQUIVALENTS ~ 4295499 $ 3499447

SUPPLEMENTAL DISCLOSURE Cash disclosure

Cash paid for interest $ 152000 $ 179000

See Independent Auditors Report and Notes to Financial Statements 8

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General The Organization is a nonprofit auxiliary organization organized to operate food services and bookstore activities at California State University Long Beach for the benefit of the University Campus The Organizations customer base consists primarily of students enrolled at California State University Long Beach

Basis of Presentation The Organizations financial statements are presented in accordance with guidelines established for auxiliary organizations issued by the Office of the Chancellor of the California State University

Contributions received are recorded as unrestricted temporarily restricted or permanently restricted support depending on the existence andor the nature of any donor restrictions The Organization has not received any contributions with donor-imposed restrictions that would result in temporarily or permanently restricted net assets

The Organization is required to report information regarding their financial position and activities according to three classes of net assets unrestricted net assets temporarily restricted net assets and permanently restricted assets The Organization does not have any temporarily or permanently restricted net assets

Basis of Accounting The accounting records of the Forty-Niner Shops Inc are maintained on the accrual basis of accounting

Change in Accounting Principle In April of 2015 the Financial Accounting Standards Board issued ASU-2015-03 Imputation of Interest ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability Similarly the discount on premium resulting from the determination of present value shall be reported in the statement of financial position as a direct deduction from or addition to the face amount of the note and shall not be classified as a deferred charge or deferred credit Amortization of discounts premiums and debt issuance costs shall be reported as either interest expense or interest income ASU 2015shy03 is effective for financial statements issued for fiscal years beginning after December 15 2015 Early adoption is permitted for financial statements that have not been previously issued

The Organization has adopted the new standard for the year ended June 30 2016

9

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures Significant estimates include annual depreciation the carrying value of property plant and equipment and the actuarial estimate of postretirement benefits Actual results could differ from those estimates

Fair Value of Financial Instruments Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date

Cash and Cash Equivalents Cash and cash equivalents includes highly liquid investments such as money market funds that are readily convertible to known amounts of cash within 90 days from the date of purchase All cash balances are held at major banking and broker institutions

Investments The Organization accounts for all investments at fair market value Net realized and unrealized gains and losses on investments are reflected in the statement of activities

Allowance for Doubtful Accounts No allowance for doubtful accounts has been established because management believes that all accounts are collectible and no allowance is needed

Inventories Inventories for the bookstore are valued using the lower of cost or market by the conventional retail inventory method Inventories for the food service are valued using the lower of cost (first-in first-out) or market method

Capital Assets and Depreciation Capital asset accounts are stated at cost less accumulated depreciation Betterments and major improvements are added to the respective assets cost while ordinary repairs that do not extend useful lives are expensed as incurred All direct and indirect costs incurred in constructing assets are accumulated in an asset account and no depreciation is recognized until the asset is put into operation When an asset is sold or otherwise disposed of the cost of the asset and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statement of activities

10

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Capital Assets and Depreciation (Continued) Depreciation and amortization of capital assets are provided on the straight-line method over the estimated useful lives of the various classes of property which are ten to fifty years for buildings and improvements five to ten years for equipment furniture and fixtures and three to five years for automobiles The capitalization thresholds are as follows buildings and building improvements - $10000 equipment and furniture - $2500 vehicles - all purchases are capitalized

Equipment acquired under capital leases are recorded at the lower of the fair value or the present value of future minimum lease payments These leases are amortized over their estimated useful lives of five years or the lease term whichever is shorter Amortization of equipment acquired under capitalized leases is included with depreciation expense

Accrued Vacation and Sick Pay Accruals for vacation and sick pay are made on a monthly basis as such benefits become payable to employees Pay rate increases are applied to the hours earned in prior periods if any and are reported as a current expense in the statement of activities

Income Taxes The Organization is exempt from federal income and state franchise taxes under Section 501 (c)(3) of the Internal Revenue Code and Section 23701 (d) of the California Revenue and Taxation Code respectively

Reclassifications Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements

Reporting of Subsequent Events The Organization has evaluated events and transactions for potential recognition or disclosure through September 7 2017 which represents the date the financial statements were available to be issued

NOTE 2 - ACCOUNTS RECEIVABLE CSULB AUXILIARY ORGANIZATIONS

Accounts receivable from CSULB auxiliary organizations are comprised of the following

June 30 2017 2016

CSULB Research Foundation $ $ 28234 Employee 3732 University Student Union 2650 Forty-Niner Foundation 6029 Associated Students 2432 11383

$ 45646 11

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 3 - NOTE RECEIVABLE CSULB DEPARTMENT OF ATHLETICS

On March 23 2015 the Organization loaned $500000 to the Department of Athletics for the campus track and field improvement project The loan bared interest at 4 on a semiannual basis and had an original due date of September 23 2015 Interest was payable at each maturity date

During the year ended June 30 2016 the Department of Athletics paid the required interest installments of $20000 in September 2015 and again in March 2016 The parties agreed to extend the repayment of the loan

In September 2016 the Organization received full payment for the note

NOTE 4 -INVENTORIES

Inventories consist of the following June 30 2017 2016

New textbooks $ 884762 $ 715117 Computer equipment supplies and software 409232 473322 Supplies 488844 481274 Used textbooks 552565 513978 Trade books 5924 20493 Food service 386979 300293

$ 2727406 $ 2504477

12

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

Cost Market

NOTE 5 -INVESTMENTS

Investments are recorded at market value The historical and market values are as follows

June 30 2017 Cost Market

CURRENT ASSETS Mutual funds $4071190 $4375070 $5044679 $5041438 Common stocks 2539668 2940992 1000598 1181323 Investments in alternative funds 982884 993030 499136 499855

$7593742 $8309092 $6722616

OTHER ASSETS Designated for sick pay benefits

Mutual funds $ 768432 $ 768432

NOTE 6 - CAPITAL ASSETS

Capital assets and the related accumulated depreciation consist of the following

2017 Buildings and improvements Equipment furniture and fixtures Automobiles

Less accumulated depreciation

Construction in progress

$ 19003699 6685136

46734 25735569

(17392621 ) 8342948

$19681399 6168813

25896946 (17796296)

8100650 493908

$ 8594558

Construction in progress at June 30 2017 consists primarily of capital leasehold improvement expenditures for the bookstore and food service facilities

DepreCiation expense for the years ended June 30 2017 and 2016 was $977635 and $985466 respectively

13

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 7 - INVESTMENTS DESIGNATED FOR SICK PAY

Investments designated for sick pay benefits are funds designated by the Organizations Board of Directors primarily for the funding of accumulated and vested sick pay

NOTE 8 - ACCOUNTS PAYABLE CSULB AUXILIARY ORGANIZATIONS

There were no accounts payable to CSULB auxiliary organizations at June 30 2017 and 2016

NOTE 9 - LONG TERM DEBT

Long term debt is summarized as follows JUNE 30

2017 2016

Note payable to CSU is payable semiannually on May 1 and November 1 of each year includininterest and matures May 1 2039

g

$ 3215000 $ 3300000

Unamortized net deferred amount on refinancing 263768 3478768 3

276328 576328

Less Current portion 95000) ( 85000)

Noncurrent portion $ 3383768 $ 3491328

In 2008 the Organization borrowed $4110000 from CSU in connection with the construction of certain food service leasehold improvements The CSU assisted in financing the construction through the issuance of System wide Revenue Bonds Series 2008A by the State of California in the amount of $4110000

14

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 9 - LONG TERM DEBT (Continued)

On April 20 2016 CSU refinanced $3415000 of the System wide Revenue Bonds Series 2008A by issuing a $3125000 of System wide Revenue Bonds Series 2016A

Interest rates range from 2 to 5 with an average face coupon rate of 461 and effective rate of 332 The bonds will mature over the next 23 years with an average maturity of 1425 years

On May 12016 the loan agreement between the Organization and CSU was amended to reflect the refinancing of the bonds

The Organization is obligated to repay the CSU the amount of the indenture obligations interest and costs by making payments to the CSU equal to the CSUs debt service on the bonds The debt obligation is secured by the Organizations revenues

The future scheduled maturities of long term debt for the next five years and thereafter are as follows

Year ending June 30 2018 $ 95000 2019 90000 2020 90000 2021 95000 2022 100000 Thereafter 2745000

$3215000

Line of Credit The Organization has a line of credit of $2000000 with MorganStanley Smith Barney which has a zero balance at June 30 2017 The line of credit has a variable rate not to exceed the Open Federal rate plus 50 basis points and is secured by the Organizations investments held at MorganStanley Smith Barney

15

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 10 - LEASE COMMITMENTS

The Organization leases certain property for the bookstore and food service facilities from California State University Long Beach (CSULB) and other unrelated third parties The agreements with CSULB require the Organization to manage and operate the facilities for the benefit of the University Under the terms of the leases the Organization is required to make monthly lease payments totaling $3000 and is responsible for repairs maintenance alterations and insurance The leases for the facilities are non-cancellable and expire in 2017 and 2018 with an option to renew for five years Non-cancellable operating lease agreements with Associated Students Inc and other unrelated third parties for retail and food service facilities commenced in 200720082011 and 2012 and expire in 20162018 and 2020 Monthly lease payments for these facilities total $8440

Also the Organization maintains equipment under non-cancellable operating leases The lease agreements expire between 2018 and 2022

Future minimum rental payments required for equipment and facilities under operating leases that have an initial or remaining non-cancellable lease term in excess of one year as of June 30 2017 are as follows

Year ending June 30

2018 $ 190842 2019 150981 2020 138161 2021 60161 2022 5316

$ 595461

Rent expense was $119384 and $114000 for the years ended June 30 2017 and 2016 respectiveIy

16

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 11 - OPERATING AGREEMENTS

The Organization has entered into certain non-cancellable operating agreements with selected food service providers for catering vending and other food services Royalties are due to the Organization based on a percentage of monthly gross sales of the Operator or a set annual amount whichever is greater Also the Operators will pay a percent of monthly gross sales for common area maintenance charges Initial terms of the leases vary from one to fifteen years and have varying expiration dates

The Organization has also entered into an agreement that contains guaranteed minimum commission payments Commissions are due to the Organization based on a percentage of qualifying revenues The guaranteed annual payments are as follows

Year ending June 30

2018 $ 175000 2019 200000 2020 200000 2021 200000

$ 775000

NOTE 12 - PENSION PLAN (CALPERS)

The Organization participates in a cost-sharing multiple-employer defined benefit plan through the California Public Employees Retirement System plan (CaIPERS) which covers substantially all regular salaried full-time employees of the Organization CalPERS acts as a common investment and administrative agent for partiCipating public entities within the State of California

17

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

CalPERS issues a publicly available comprehensive annual financial report that includes financial statements and required supplementary information Copies of the CalPERS annual financial report may be obtained from the California Public Employees Retirement System Executive Office- 400 P Street - Sacramento CA 95814

The recorded unfunded pension liabilities at June 30 2017 and 2016 were derived from the most recent Accounting Valuation Reports provided by CaIPERS The measurement dates for the reports were June 30 2016 and 2015 respectively

The plans proportionate share of the fiduciarys unfunded accumulated net pension liability as of June 302016 and June 30 2015 (the measurement dates) were $5238154 and $4198844 respectively

The plans proportionate share of fiduciary net asset position which is the total assets less certain reserve and expense requirements at June 30 2016 and June 30 2015 (the measurement dates) were $17003483 and $ 17974101 respectively

The actuarially assumed investment return after June 30 2016 is 75 per annum The salary scale used assumes salary increases that vary by entry age and service The total increase in any future year includes an assumed 275 inflation rate and no across the board increase and merit increases that vary by length of service

For employees hired before January 1 2013 the Organization is required to contribute at an actuarially determined rate For the year ended June 30 2017 the total employers contribution rate is 1784 of annual payroll This rate is comprised of 888 of normal cost rate and 896 of UAL contribution The active employee contribution rate is 6886 of annual pay For employees hired on and after January 1 2013 the total employer and employee contribution rates are 6556 and 625 respectively

Payroll is assumed to increase by 300 Employers contribution rates may change if plan contracts are amended There is no contractual maximum contribution required for the Organization by CaIPERS

As of June 30 2015 the plan was between 65-80 funded As of June 30 2015 management estimates that the total unfunded accrued liability was $4574708

Employer and employee contributions were $546840 and $260350 for the year ended June 30 2017

18

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 12 - PENSION PLAN (CALPERS) (Continued)

The following benefit payments which reflect expected future service are expected to be paid as follows

Year ending June 30 Amount

2018 $ 577603 2019 594055 2020 611877 2021 630233 2022 649140 2023 - 2026 3549766

~6612674

NOTE 13 - RETIREMENT PLAN (4038)

Effective July 2009 the Organization adopted an Internal Revenue Code 403(b) tax deferred retirement plan for all eligible employees The plan is a defined contribution plan covering part time and full time employees except for student employees performing specified services nonresident aliens and employees who normally work less than twenty hours per week Each year participants may contribute an amount or percentage of their base pay by means of payroll deductions up to the elective deferral limit set by law

The plan provides for an employer matching contribution and an employer non-elective contribution for all employees that have obtained one year of service equivalent to one thousand hours The Organization may contribute a discretionary percentage up to six percent of the amount of the employees elective deferral This contribution is allocated to all participants in proportion to each eligible employees compensation The employer contribution amounted to $22444 and $23513 for the years ended June 30 2017 and 2016

19

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS

The Organization provides post-retirement health care and dental insurance benefits for certain qualified retired employees Only full time salaried employees hired prior to January 1 2009 and that were participating in CalPERS as of January 1 2009 that terminate employment after attaining five years of service time and have reached age 50 while working for the Organization are eligible for the plan

On September 30 2011 the board of directors approved the participation in the Auxiliary Multiple Employer VEBA a consortium of CSU Auxiliary organizations organized to provide retiree health care benefits through a Voluntary Employees Benefit Association (VEBA) recognized under 501 (c)(9) In 2011 the board of directors approved investing $4000000 to the VEBA trust over the next seven years During the year ended June 30 2017 and 2016 the Organization contributed $500000 per year to the VEBA Trust Since 2011 the total amount invested was $4000000 The assets of the VEBA Trust are invested primarily in equity and fixed income securities The assets held in the VEBA trust reduce the accumulated post retirement obligation as reported in the statement of financial position As of June 30 2017 and 2016 the VEBA trust held assets at fair market value of $4956112 and $4011312 respectively

As of June 30 2017 and 2016 the entire unfunded accumulated post retirement benefit obligation amount has been accrued in the statements of financial position

20

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continuted)

The following table sets forth the funded status of the plan reconciled to the recorded postshyretirement benefits cost recognized in the Organizations financial statements

June 30

Accumulated Post Retirement Benefit Obligation Retirees Active Employees

Fair Value of Assets

Unfunded APBO Unamortized gain (loss) Unamortized transition obligation

Accrued Post Retirement Benefit Cost

Reconciliation of Benefit Obligation Benefit obligation at beginning of year Service cost Interest cost Contributions Asset return loss (gain) Expected Return on assets Actuarial loss (gain) Benefits paid

Benefit Obligation at end of year

2017

$ 4941809 3199694 8141503

(4956112)

3185391 (1261853)

NONE

$ 1923538

2016

$ 5086708 3116517 8203225

(4011312)

4191913 ( 1465955)

NONE

$ 2725958

June 30

$4191913 38934

299953 500000) 167815) 276985) 32617

433226)

$ 3185391

2016

$ 3691576 32327

305550 500000) 222930 248167)

1101610 413913)

$ 4191913

21

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 14 - POST RETIREMENT MEDICAL BENEFITS (Continued)

Pension-related changes other than net periodic pension cost Amortization of transition obligation Net gain (loss)

$ NONE 1068993

$ NONE (1 230670)

1 068993 ($ 1230670)

Net periodic post retirement benefit cost Service cost Interest cost Expected return on assets Amortized gain (loss)

$

(

38934 299953 276985)

68904

$ 32327 305550

( 248167) NONE

Net period ic benefit cost $ 130806 $ 89)10

The weighted average discount rate used in determining the accumulated post retirement benefit obligation is 4 The Consumer Price Index assumed is 3 less than the discount rate assumption Medical costs are assumed to increase 55 during the year beginning July 1 2017 with the rate of increase decreasing each year thereafter until the year beginning July 1 2022 and thereafter the Medical Cost trend rate is assumed to be the same as Consumer Price Index Increases The measurement date of the plan was July 1 2017

The following benefit payments which reflect expected future service as appropriate are expected to be paid

Year ending June 30

2018 $ 407000 2019 444000 2020 462000 2021 461000 2022 467000 2023 - 2026 2400000

$ 4641000

22

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 15 - SELF-INSURANCE

The California State University System (System) and certain auxiliary organizations have established a public entity risk pool California State University Risk Management Authority (CSURMA) a blended component unit of the System to manage centrally workers compensation general liability industrial and nonindustrial disability unemployment insurance coverage and other risk-related programs The Organization has a commitment in the self-insurance coverage Management believes the CSURMA self-insurance claims liability is fully funded at June 30 2017

NOTE 16- FAIR VALUE MEASUREMENTS

Generally Accepted Accounting Principles (GAAP) establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs The fair value hierarchy ranks the quality and reliability of the information used to determine fair values

The fair value hierarchy is as follows

Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities

Level 2 Observable inputs other than quoted prices included in Level 1 that are not observable for the asset or liability either directly or indirectly These inputs may include quoted prices for the identical instrument on an inactive market prices for similar instruments interest rates prepayment speeds credit risk yield curves default rates and similar data

Level 3 Inputs that are unobservable inputs for assets and liabilities are based on the Organizations assumptions These include inputs that are internally developed and estimated

The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair measurement in its entirety

23

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 30 2017 AND 2016

NOTE 16 - FAIR VALUE MEASUREMENTS (Continued)

The following table presents assets that are measured at fair value on a recurring basis at June 302017

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 4375070 $ 4375070 Common stocks 2940992 2940992 Investments in alternative funds 993030 993030

8309092 7316062 993030 Other Assets

Mutual funds 768432 768432

S 9077524 S 8084A94 S 993030 ~O~E

The following table presents assets that are measured at fair value on a recurring basis at June 30 2016

Quoted Prices in Active Significant

Markets for Other Significant Identical Observable Unobservable

Fair Market Assets Inputs Input Value Level 1 Level 2 Level 3

Investments Mutual funds $ 5041438 $ 5041438 Common stocks 1181323 1181323 Investments in alternative funds 499855 NONE 499855

6722616 6222761 499855 Other Assets

Mutual funds 768432 768432

~7491048 S 6991193 S 499855 S NO~E

24

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302016 AND 2015

NOTE 17 - REIMBURSEMENTS TO AND FROM CSULB

The Organization paid reimbursements to CSULB for the year ended June 30 2017 in the amount of $1031500

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 6194 Repairs and maintenance 170388 Communications 62008 Allocated general and administrative expenses 81562 Utilities and rent 438040 Supplies 31808 Interest and principal on note payable 241500

$1031500

The Organization paid reimbursements to CSULB for the year ended June 30 2016 in the amount of $1447876

These reimbursements have been included in the financial statements as follows

Buildings and improvements $ 185923 Repairs and maintenance 172654 Communications 63976 Allocated general and administrative expenses 35683 Utilities and rent 711890 Supplies 13750 Interest and principal on note payable 264000

$ 1447876

25

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC NOTES TO FINANCIAL STATEMENTS

JUNE 302017 AND 2016

NOTE 18 - OTHER RELATED PARTY TRANSACTIONS

The Organization charged CSULB $468058 and $441679 at June 30 2017 and 2016 respectively for reimbursement of expenses to operate the ID Card Services

CSU and CSULB charges the Organization a fee from 3 to 7 to oversee any on campus construction projects

NOTE 19 - CONCENTRATIONS AND CREDIT RISK

The Organization maintains cash in various financial institutions which may at times exceed federally insured limits All accounts at an insured depository institution including all non-interest bearing accounts are insured by the FDIC up to the standard maximum deposit insurance amount of $250000 Uninsured balances were $4300801 and $3206737 at June 30 2017 and 2016 respectively

26

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVITIES

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVICE

ENTERPRISE OPERATING REVENUES Sales Contracted revenue and commissions Other

$

TOTAL

36290437 1746894

116646 38153977

BOOKSTORE

$ 19001472 978923

79575 20059970

10 CARD SERVICES

$ 468058 27548 37071

532677

TOTAL

$ 16820907 740423

RESIDENCE HALL

$ 7743020

RESIDENTIAL LEARNING COLLEGE

$ 2073952

VENDING

S 352627

352627

CASH OPERATIONS

$ 7003935 387796

7391731

COST OF SALES 16440145 11580682 4859463 2108964 514062 2236437

GROSS PROFIT 21713832 8479288 532677 12701867 5634056 1559890 352627 5155294

See Independent Auditors Report and Notes to Financial Statements 27

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC SCHEDULE OF ENTERPRISE ACTIVlTIES (CONTINUED)

FOR THE YEAR ENDED JUNE 30 2017

FOOD SERVlCE

OPERATING EXPENSES Salaries and wages Employee benefits Advertisingpromo Bad debts Bank and credit card fees Board Discounts and markdowns Employees appreciation Equipment rental Freight outpostage General expenses Insurance Inventory adjustment Professional services RlH commissions Rent Repairs amp maintenance Royalties amp commissions Services Subscriptions amp dues Supplies Telephonedata lines Training Travel Utilities

$

TOTAL

9252660 5238762

96370 57299

600895 32512

433066 55355 70883 (9812)

91387 85035

191795 785042 119384

1184926 607921 573626 62034

858812 98888

117776 41604

285293 20931513

$

GampA

1817896 2922859

(7979)

79862 32512

47918 4405 3585 2559 3844

145057

429446

5858 8165

47241 33177 52220 20212

BOOKSTORE

$ 2651847 672932

70968 37592

291578

433066 3842

42355 (13412) 30797 38037

44938

95284 319965 230419

78335 47833

290233 36888 32627

5731 72987

5514842

IDCARD SERVlCES

$ 141542 40329

671

14382

301

15 215 257

9600 168189

895 62507

4053 6529 1376

TOTAL

$ 4641375 1602642

32710 19707

215073

3294 24123

57816 42897

1800 785042

14500 267326 377502 489433

5141 458831

24770 26400 14285

212306 9316973

RESIDENCE HALL

$ 1809101 716380

4538 9420 5378

1256 4572

4459

1500 615737

13803

163971

170829 4957

19603 3519

RESIDENTIAL LEARNING COLLEGE

$ 529993 216947

1923 2849

360

369

1770 68

164772

6048

60777

54184 1433

628 564

1042685

VENDING

$ 49032 29650

2500

CASH OPERATIONS

$ 2253249 639665

26249 7438

209335

1669 19551

51587 42829

300 4533

12000 247475 377502 264685

5141 233818

18380 6169

10202 212306

4644083

DEPRECIATION AND AMORTIZATION Amortization Depreciation 977635 344239 539150 1088 535040

977635 344239 539150 1088 535040 TOTAL EXPENSES 21909148 5859081 9856123 1043773 5179123

ENTERPRISE OPERATING INCOME(LOSS) S (195316) S 2620207 S 2845744 S 516117 S (23829)

See Independent Auditors Report and Notes to Financial Statements 28

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTYNINER SHOPS INC Schedule of Net Positlan

June 30 2017 (for inclusion in lhe Californm State Unlvenilty)

Assets

Current assets Cash and cash equivalents Shon~term Investments Accounts receivable net Leases receivable current portion Notes receivable current portion Pledges receivable net Prepaid expenses and other current assets

Tolal current assets

Noncurrent assets Restncted clsh and cash eqmvatentt Accounts receivable net Leases receivable net of current purtion Notes receivable net of current portIOn Studcm loans receivable nel Pledges receivable ncl Endowment mvestments Other long-term Investments Capital assets net Other assets

Totol noncurrent assets

TO al assets

Deferred outflows of resources Unamortized loss on debt refunding Net pension liability Others

Tolal deferred outflows of resources

LiabIlitiesmiddot

Current labilities Accounts piyable Acc(ued safanes and benefits Accrued compensated absences current portion Unearned revenue Capitalized lease obligltIons current portion Longtenn debt oblIgatIons current portIOn Claims ltabilllY for losses and loss adjustment expenses current portion DepOSItory aceounts Other liabilities

Total current liabihtles

Noncurrent habillties Accrued compensated absences net of current ponion Unearned revenue Grants refundable Capitalized lease obligations net of current portlon Long-term debt obhgahons net of current portion Claims lability for losses and loss adjustment expenses net of current portIon DepOSitory accounts Other postempoynlcnt benefIts obligations Net pension liability Other hablhlles

Total noncurrent liabllltics

Tolal habdilli$

Deferred mflows of resourcesmiddot SerVice concession arrangemcnu Net pensIOn ImbililY UnamortIzed gam on debt refunding Nonexchange transactIOns Others

TOlal deferred intlows of resources

Net POSItion Net mYeslment 111 capital assets Restricted formiddot

Nonexpelldible - endowments Expendable

Scholarslllps and fellowships Research Loans (apllal projects Debt sen Ice Others

Unrestricted

Total net pos1l0n

4295499 8309092 1571945

2749477

768432 8486644

9255076

26181089

18

95000

3339206

3383768

31gS391 5238157

118073 16

15l4()522

5007876

6026691

1IIJJ4567

See independent auditors report and notes to the tinancial statements 29

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NIN~R SlIOIS INC

Schedule of Revenues Expenses and Changes in Net Position

Ycar Ended June 30 2017

(for inclusion in the Calilomia State University)

Revenues

Operating revenues Student tuition and fees (net of scholarship allowances 01$ ____ Grants and contracts noncapital

Federal

$

State Local Nongovernmental

Sales and services of educational activities Sales and services of auxiliary enterprises (net of scholarship

allowances of $ ) Other operating revenues

38153977

Total operating revenues 38153977

Expenses

Operating expenses Instruction Research Public service Academic support Student services Institutional Stlpport Operation and maintenance of plant Student grunts and scholarships Auxiliary enterprise expenses Depreciation and amortization

37371658 977635

Total operating expenses 38349293

Operating income (loss) (195316)

Nonoperating revenues (expenses) State appropriations noncapital Federal financial aid grants noncapital State finaneial aid grants noneapital Local financial aid grants Iloneapital Nongovernmental and other financial aid grants noncapital Other federal nonoperating grants noncapital Gifts noncapitai Investment income (loss) net Endowment income (loss) net Interest expense Other nonoperating revenues (expenses)

1048244

( 139847) 789819

Net nonopcratll1g revenues (expenses) 1698216

Income (loss) before other revenues (expenses) 1502900

State appropriations capital Grants and gifts eapital Additions (reductions) to permanent endowments

Increase (decrease) in net position 1502900

Net position Net position at beginning of year as previously reported Restatements Net position at beginning of year as restated

9531667

9531667

Net position It end of year $ ==~II~O~34=5=67==

Sec independent auditors report and notes to the financial statements 30

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

22

1 Retrid~ uhandC1~bequjnkftl~ AlJUKlO l(lCY [j QshequiaIcms related to en

FORlY~NINERSHOPSIXC

Othr Information Jure 30 lfH i

(for lllcluslonID tk Cahfonlia State Unnersity)

Total restricted cash aM cash eqUJ~nts

21 COltlPOlIitiou of irnC$(mmts at June 30 lUCY

Stale ofCalilbrma Surplus Money Imeslltlelll Furd (SMIF) Slate (ifCaltlbrrua Local Agervy Imcrutyenlll Fund (LAlF) Corpotltlte bonds Certificates ofdeposit Mutualfuflli Mcuv ~tlrkct fwls Repurchase agR(ITellis Ommrttlal paper AS$Ct backed S((uniles

Mortgage backed SOC1U1tics Municipal b()~

Curllllt

Unrcstrict~d

middotLJ7S0iO

CUlRnl RtS1ricled Total lt-Urnnt

-I-~75JliO

NOOCIUTC1rt

Unn=strictlaquol

76~B2

NuncurTellt

Restmttd Toul NODQIlRft(

76amp[11

Tobl

SU3S02

29-laquo)992 19H1l9Z lJfIU991

~)n010 9IJHlJO )9030

l009091 ~U09Jtn 7Ms-l-11 i6L+l lJJ7751+

gJn9091 8i09(VI2 i68431 i6SAl1 90i751+

liar Unhmiddotcrsit~ tlndercnnfractud agrttmenb lit June JO lUCY hld h the Uru~~ ualcr coruraCh11i

23 Redricted Curttnt Inmiddott)1menfs lit Jurtt 30 2UCY n~hh-d to AmOtiut

TotallmestmnlS

l(s) cndo 11~11 1lllSIIIkuts (enter as oqaTlye IlUnner)

TOl2limHSim=lI1$

Totd tTS1n(hd curttl in eOtnl1nll al June 30 20CY

2A RCflrifl~d RiIIlCUtTtR( inmiddotutmtnts at June JO 2l(Y rrbted (0 Amount Endowmn 1Il~strrenl

See independent auditors report and notes to the financial statements 31

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

Total restricted rullKUfTIru irt~stmentt Junr 30~ lOeV

15 Fair ndue rurraffhJ in ilIfftmut~ at Junr 3OlOY

State of Califomia Surplus Money Lm~s1meu lund (SMIt) State ofCahfoffila Local AgetlC Imetlrnl1l Fnnd (1AlF) Corporale bonds Certificales ofdeposit Mutual fimis MOIlLmiddot ~iarkel fimis Repurchase agrttmellls Cornmcrcnl paper Asset backed setUJ1lics Mon~e backed sccllnncs Muruclpal bonds US agerlL secunlJe~ U S tTeasun SCCUTItJes

Eqwt sccunles ExchatJgc traded fu~ (ETFraquo A1lematle imetlnrnls

Pm ale equity (includmg limited p1nncr~hips) Hedge funds Mallaged futures Real crule imestnlC1ns (mcluding RElT~) Comroomtlc$ Dcm-auns

T(ltaJ

51+3502

29-K1)lt)2

993tnO

Total 1C~tlrscflIS 9(177524

FORTY-N[IER SHOPS LiC Othe Inlomldtlon

June 30 2017 fw ihclusiOtl In tt Uilifonna Stale UIUernty)

Fair VOilue Meuarnntnt Usinz

QunCed frit~ in ctive Ma kds for

Identical AMds (ucll)

5141502

29~O991

Significant Other Obleurorvable Inpuh

(nell)

99UUO

Si~ificant

UnobSltn2blC

Inputs (1013)

Net A~~ Value

(NA1

80ttmiddot(~94 993030

See -1p11 auditors report and notes to the financial statements ~)J~

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

roRTY~NrNER SHOPS INC Othr lnforrnatron

lUrk 30 2017 (for uxIUSlOlllll ttc Cahlonua Statc Unhtrllit~middot)

11 Composition o(CltptcaJ uiCU Itt Jum 401017

NonrkPreciablefmnIIIDr1i7able capital assets Land and land ~fO tnyennis Wolls of iirt and histone-al treasures Omstructioll work in progress laquo-VIP) rmangibk assets

Rlghli and easemcl1Is PleftS wpynhIs and trademarks 1ntcruaU~middot gClllutcd iutangible assets in prognss Ucenses and pcnfli~ Other lruangtble assets

BIace June JO 20H~

49190amp

Priur~ritld Adjuotmrtt1l1 RlaquotllSjlifiCOIlioni

Balance JWItJltI~2616

(rmllted)

491908

Additlul1~

fi75-l71

Reductwn~

Tramfenof Compllttltd

CWIP

(112561)

Bal

~

1436

Total uungibIe llSSCts

Total nondcprocmbldoollatTk)rtJzabk capital assets 49190amp -l3908 g75AIl

(7 jOt)

(L225681) 143c

Inlanglble assetsmiddot Software and middotcbsitct Rights am easenyenrTS

6215547 6215547 0000 (739)19) l21568J ft71Umiddot9I book~ and matenals

I(iltltion~n-ntualjoo

lutnlgttNlt~

Tota lntJflglblc asscts

TOLaI dcpreciablcentlammtzable capital altsels 258926 l5K96116 0000 (l417O-W) 25135(9

TOlal capItal assets w390~3-l 2(d9(Un4 (1+170w) 25Jn9265

(l22KU52) (6lt6391) 6755J5 07Nt-J)

(5469Hm) (A6l-lllaquol) (321242) 705765 (5otU95i)

u1tafltlblcasscts

TQlalaCLIlfllLdilted deprcciatlOiarrnrt17alioll (17716l) (177296) 97i635) tg13W fl7V262t)

Tolal capillil aS$ctS net K5945-g Si9l~3amp (721(gt4) i3571(1) II 4K(j 6ll

See independent auditors report and notes to the financial statements

33

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTV~NINER SHOPS INC Oller InfOtntlllml

11ln 30 2017 (for inclusIon in t~ (alifomm State Uruvers1~

31 Ddn nf dellrtcisttonmt amot1wtwn ~11Kf for 1M yeu ended Juoe 30 Mitt

977J135

Total dtptetlatOn 3M 3n~ruzatJon 977615

-4 wnj-term Jiabititi~ raquo(tn-it) schtdoe

BJlllilnce Balance Junt 30 2016 BaJan(e CurTtnl longo-Cerm

Juoe JO 2016 Rt(b~~ifi(tioQ~ (rtltatcd) AdditioQ$ Reduction~ June 30 2017 ~ol1iun ---I0rtiOD

AccnJed compcllSa[ed absences U9)262 li90262 1611049 (1527259) U7(iOS2 L476052 Clalms habllity fOI losses al~ loss adJWitrrcnt expenses

Capltahzed lease obligatIOns Gross balance Unaroortized premium (diSCOWll) on capiinlized leasc obUgauons

Total capnaluoo lease obhgalJGns

110iU)OO ~1fiOO()H (85000) U1500()

Totallong-tenndebt obligmcns 3~ 13(I(LOnO 32l50un 95001) 1120000

Unaunr11red bond pnmmrn (discounl) T otal klJ~-trm debt obhgallortS oct

TOlIOll-lcrm liabllUes

2637611 563768

4954(J30

16~76jj

~ 56~76~

49SmiddotLmO 16jJl4J ([6122S9)

2(i7(~

J47~7(~

4954~20

95)O()

1571()52 13I(1i68

5 Future minimum lelloe Ilil)mentsmiddot calli1aliu-d Imiddot~ obligations

CapifaIizrd kast ohUIettioll~ retted ttl SRB All othn clpitalbalti lcltk uhlifilltiulU Tntal upitalizrd leLie ohlifttio~

Year cndmg Ju~ n 20P 20Ut 20)9 202n 2021 2H22 ~2()2( 2027 ~ 2011 2032 ~201h

PriD(iplLIOnlv hutnS1 OnJv frincit)JllOn[ menS Onl~ Printipal Onh Interest Onh

2042 ~ 2046

2052 -20(

1ot11 minimum leasc payment5

Less arwunts repoc5(11tiug mterest

PreSoCnt value of future mimmum leaSC p3ynlIIS

Unmllt1uro oct prClI11Wll (dlSCOU111j

Totill capnaJIed kase oblIgations

Less currru pontOll

ClIjlltllluAd Icaji( uhlijltiun net of currenl (WUliuQ

See lntiPtfnti auditors report and notes to the financial statements 34

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

FORTY-NINER SHOPS INC Otoo lnfoltTlaliml

lure 10 2Ui7 (for inclusion ill tIr ClUron1l3 State lilUerslt)

6 ung~erm debt tlbli~lioD K1wdule All other lon2-tenn

AUIiliJlry nnftUl Mnds dlht obligHiolU TotlllltlnlHrrtn debt (lbli~ation5 Princila] and Principalnd Principal and

PrilkipalOatv lnlerlaquoi Oat lnte~1 PrincipalOnI (ntt[6f Principd Onk JntcmdOnh Intue~t~ Ycar ending 1une 1(j

20Ht 95000 14860J 24360iJ 95000 2middot4)6QO 2019 lH950 2010 DO9UO

231275 231275

2013-1017 1 I 59t75 US9475

695950 lQ2g ~20)2

0950 695950

2043 -2047 2048~ 2052

w2067

Total nunimum paymeI1s 1115000 190J025 5 118D25 1215000 1901025 51180H

Less allKlwlls representtng Interest (1903025)

Present value of futwe minirnum paynrtIs 321S0()()

Unarrurtized lyent premmm (diSJOUl1t) 263768

TOlallortg-lcnndebt obhgmoll5 3A71U68

Less CUIlClll portim ()SHOO)

Long-term debe obli~tintU net of -current portion J1amp~7)g

7 CIIkulatlOn o( Pd poitioll

71 CAkulatioIi 4f net p65ltlMt - net im1stment in ltapitti HWI$

841laquo164~

~Cl poslllmmiddot net IIwcstmCnln aplld asset 5JlO7S7(j

72 CIcu11ltion f fttt puition - rHtneflaquoi rljr 1toncxptndllble - tlldltI1mtotll Poruon of nS1nclcd cash ari cash equlilfeUlS related 10 endOgt 1~1U5 EfilowfIpoundn HlesltWms

Other adJIlilllCntS (pfelie list) Add descnpuoll

Add Wsqlptioll

Add description

Add descnpnoll Adddescnprum

Add de5cnpuon Add de5cnptioll

W descnpuolL Add de$cnplloH Add dcscnpll01l

Sd Ilmitioll Re~1rieted fllr nonclIIClldAble - endo mCDt Iler SNP

See nrl1npnrlpnt auditors report and notes to the financial statements

35

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

8

FORTY~NrNER SHOPS INC Other lnfonmtion

JIft ~O 21117 (for inclusiou in th (ltllifOl1tm State University)

Tr~actj(iru i1h related cnliiks Am~uDt

Otller postanplo~1DeDllKDefit~ ubli~tiun (OrtS)

IrlOaSt (decrease il1 ncl OPEE obhgamn (NOO)

Otbr ad]uslnllNs

KOO bull begimuug (If year NOO~end ofYeltlr

10 Pollution nmediatiutt liabilit~ UDder GASB Statemftlt No 49

Deltuiptron

AdddestTlpuon Add G-scnpllon Add desCrIpuon Add dcscnpuon Add desrnphon Add descnpllon

Total pollUTion renlCdiatioliliablilues

CUlTCl11portion

PollutiOn rcnrdillOn habiliues net of CUITClll portion

10$78

1mK)

297999

50000()

500(0)

(15061n)

4191911 31155391

Amount

See dependent auditors report and notes to the financial statements 36

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37

---- ----

FORTYmiddotNDlER SHOPS INC Otbt information

June JO loti (for UlcJusion in the Califoffila Staic Ulll-ersi~ )

11 1ltc DAt~ and amoun1 oftht- prior ~rifld adj~m(nt(~) rtturded tu beginning net politillQ ~dPmlilittn

Cla~s Am(~un1

Dr (Cr) reponed 953L667

Net poslllouas of June 3O1Ul5 as restated

Pnraquoid~I detailed brukdoWlill orlh( jlllrnt cftrric~ (at the finaaelI ifatement line ilem 1Cd) booked to re(ord each prior period adjustrrttnt Dtbit Credit

e~ ~1=~Sosrdc=ouma=01=)shy

Ne1~~O~o-r-Cd1=t-8c-J=un=JaI=I1I)-

See independent auditors report and notes to the financial statements 37