Académique Documents
Professionnel Documents
Culture Documents
AGENDA
Time Tab Item Speaker
YDesignGroup Architecture
Firm
Mark Yager, President
10:40 AM 3 Cozad-Bates House – Roof Restoration Amy Rice, Project Manager
[15 min] Cleveland, Cuyahoga County
• Cultural Facility Project Approval University Circle, Inc.
• R-10-03 Ndeda Letson, Assistant
Director of Real Estate
Development
10:55 AM 4 National Underground Railroad Freedom Center – Tony Capaci, Project Manager
[15 min] Memorandum of Understanding for Construction
Reimbursement National Underground Railroad
Cincinnati, Hamilton County Freedom Center
• Cultural Facility Project Approval Benjamin T. Reece, Financial
• R-10-04 Director and CPA
Page 1 of 1
2/12/2010 10:01 AM
Project Analysis and Staff Recommendation
Irene Lawrence Fuller House Adaptive Reuse
Commission Assessment Team: Tony Capaci and Amy Rice, project managers
Background: The Sponsor states, “The mission of BAYarts is to provide a welcoming lakeside
environment to stimulate, encourage and support professional and aspiring
artists of all ages through collaboration, education and exhibition.”
According to the Sponsor’s Web site, “BAYarts makes its home in the Huntington
Reservation, the western-most member of the Cleveland Metroparks, located in
Bay Village near the border of Cuyahoga and Lorain Counties. Nearly one million
visitors enjoy the Lake Erie shore and the beauty of its natural areas and park
settings annually. Until 1927 when the land was purchased by the Cleveland
Parks Department, the Huntington Reservation was the summer estate of John
Huntington, inventor, industrialist and key founder of the Cleveland Art Museum.
BAYarts campus is within walking distance of two other “gems” in the
Metroparks’ “Emerald Necklace”: Lake Erie Nature & Science Center and
Huntington Playhouse.”
BAYarts currently occupies what was once the John Huntington estate
caretaker’s house, named the BAYarts Gallery. The Irene Lawrence Fuller House
will be an extension of the programming offered at the BAYarts Gallery. BAYarts
will continue to occupy and provide programming in the BAYarts Gallery after the
Irene Lawrence Fuller House opens.
See Exhibit G for a Huntington Reservation site map.
Legal Agreements
Signatory: Peter Winzig, project supervisor
Legislative History:
Appropriation Bill Number Appropriation G.A. Appropriation Comments
Name Date Amount
Irene Lawrence Fuller Am. Sub. 6/24/2008 127 $250,000 Funding this project.
Historic House H.B. 562 No prior Commission actions.
Facility Information
Name: Irene Lawrence Fuller House (the “House” or the “Facility”)
Culture Presented: Visual, musical, and dramatic arts and the provision of education in the arts. Art
education for children ages 3 and up, adults, seniors; gallery exhibitions
showcasing area artists; consignment shop featuring regional artists; open studio
time for professional artists; free summer concerts with regional musicians;
collaboration with other arts organizations and nonprofits on events and
programming; annual art (sale) festival, chalk festival and fall benefit.
Description: In 1984, the three-story, Queen Anne-style Irene Lawrence Fuller House, built in
the late 1800s, was moved by Lake Erie barge to its current location and for 26
years stood vacant.
Historic
Designations: Although the House is not listed on the National Register of Historic Places, the
Cleveland Restoration Society reviewed the Project and did not object to the
planned renovation.
Stage: Bidding
Cash Flow: The Sponsor demonstrates sufficient cash-on-hand to pay construction invoices,
until state reimbursement, throughout the construction period.
Budget:
Amount
Hard Costs
Construction $342,900
Contingency $17,145
Site Improvements $0
Fixtures/Furnishings/Equipment $0
Exhibits $0
Other $0
Total Hard Costs $360,045
Soft Costs
Architect/Engineering $31,500
Permits $2,500
Surveys and Reports $0
Utilities $0
Bonding $0
Insurance $0
Operation Equipment $0
Architectural Program/Program Consultant $0
Construction Manager/Project Manager $0
Owner's Representative $0
Accounting and Administrative $9,500
Legal $0
Title Work $0
Other $0
Total Soft Costs $43,500
Total Project Budget $403,545
See Exhibit B for the Sponsor’s submitted budget.
See Exhibit C for floor plans.
Sponsor Team: Peter Winzig, project manager, BAYarts board member, is responsible for budget
and schedule adherence and will review and forward all change orders to the
board for approval prior to the commencement of additional work.
Design Team: Mark Yager, RA, president, Y Design Group. Y Design Group was selected using
a qualifications-based selection process. Y Design Group has a reputation for
completing galleries with limited budgets and similar building styles. The firm’s
completed community projects include the KPL Galleries, Tregoning Studios and
other projects in the Studios at 78th Street facility. Mr. Yager will assume
responsibility for contract administration and will assist in the change order
review process. Based upon previous public work experience, he is also
responsible for assuring prevailing wage compliance, as well as adherence to
local and state law.
Construction
Team: Contractor selection via open bid February 2010
Each contractor will assure compliance with prevailing wage law and provide
proof of such with pay applications to the Sponsor.
Based on the experience of the Project team, Staff recommends the Sponsor provide construction
services for the Project as permitted by Section 3383.07 of the Ohio Revised Code (“ORC”).
See Exhibit D for the Project team’s resumes and architectural firm’s information.
Project Need
Financial Assessment
Commission staff analyzed the Sponsor’s financial statements, including the following:
• unaudited financial statements for year-to-date October 31, 2009 (“YTD10”);
• draft audited financial statements for fiscal-years-ending June 30, 2009, and 2008
("FYE09" and “FYE08”); and
• five-year pro forma.
Increase Increase
YTD10 (Decrease) FYE09 (Decrease) FYE08
ASSETS:
Total Current Assets $ 36,550 $ (30,995) $ 67,545 $ 14,942 $ 52,603
Total Other Assets $ 16,800 $ - $ 16,800 $ (483) $ 17,283
Total Long-Term Assets $ 13,748 $ 19 $ 13,729 $ (2,089) $ 15,818
TOTAL ASSETS $ 67,098 $ (30,976) $ 98,074 $ 12,370 $ 85,704
LIABILITIES:
Total Current Liabilities $ 42,599 $ (2,003) $ 44,602 $ (6,528) $ 51,130
Total Long-Term Liabilities $ 6,757 $ 6,757 $ - $ - $ -
TOTAL LIABILITIES $ 49,356 $ 4,754 $ 44,602 $ (6,528) $ 51,130
NET ASSETS:
Unrestricted $ 17,742 $ (20,717) $ 38,459 $ 10,552 $ 27,907
Temporarily Restricted $ - $ (15,013) $ 15,013 $ 8,346 $ 6,667
TOTAL NET ASSETS $ 17,742 $ (35,730) $ 53,472 $ 18,898 $ 34,574
Solvency:
An organization is solvent when assets are greater than liabilities. The Sponsor is solvent because net assets
are positive (YTD10 total assets are $67.8K; total liabilities are $49.3K).
Since the House was donated and is in need of repair to create usable space, the Sponsor’s auditor
recommended that the fixed assets account should not include the value of the building. In its current state,
the House is insured at $50K.
Although the organization is technically solvent, at YTD09, the ratio of total liabilities to total assets is very
high at $49K:$68K. This situation can be explained by the following:
• When assessing liquidity of the organization’s assets, Commission staff accounts for the marketability
of assets. Included in total assets is $14K of artwork and $5K of ‘website’ (an auditor’s financial
statement footnote indicates the artwork and website “…may not be readily marketable”);
• Total assets decreased due to a $36K operating loss funded primarily with cash (see operating
change in net assets for further discussion). According to the Sponsor, this is a cyclical situation since
the majority of revenues are generated during the spring and early summer. The YTD10 results are
inclusive of July to October 2009, the slowest revenue generating time of the year. Commission staff
reviewed a statement of activities comparing July through December 2008 (YTD09) to July through
December 2009 (YTD10) and the YTD10 results are 5 percent higher than the YTD09 results; and
• Concurrently, current liabilities include deferred revenues consisting of prepaid class fees. This is a
special type of current liability as cash is not required to satisfy this obligation; teaching the class
satisfies this obligation. In other words, as classes complete, the current liability decreases and earned
revenue increases. At YTD10, of the total current liabilities of over $42K, prepaid classes comprise
$38K of the total.
Another gauge of solvency is whether or not the institution has sufficient net assets to pay off long-term debt.
The viability ratio (unrestricted net assets minus capital assets minus restricted endowments plus long-term
debt divided by total debt) measures one of the most basic determinants of clear financial health: the
availability of expendable net assets to cover debt should the institution need to settle its obligations as of the
Statement of Financial Position date. A ratio in the range of 1.25 to 2.0 indicates a strong creditworthy
institution.
YTD10 FYE09 FYE08
Viability Ratio 1.59:1 N/A N/A
Liquidity:
Liquidity relates to availability of, access to or convertibility to cash. A test of liquidity is current ratio (current
assets divided by current liabilities), which indicates how many times over the entity can pay its current
liabilities with its current assets. (Note: Restricted current assets were not used to calculate the current ratio
because they generally are not available to service current liabilities. Including restricted current assets in the
calculation could have the effect of artificially inflating the current ratio.) A current ratio of greater than 1:1 is
considered acceptable.
YTD10 FYE09 FYE08
Current Ratio 0.9:1 1.5:1 1.0:1
• At YTD10, the current ratio is low because cash (a current asset) is funding the year-to-date operating
loss.
Current liabilities include $38K of deferred revenue (prepaid classes). As these prepaid classes conclude, the
liability, deferred revenue, becomes earned revenue. If the YTD10 current ratio is calculated without this
liability (deferred revenue from prepaid classes), the resulting current ratio improves to 9.7:1.
The Sponsor’s YTD10 working capital is ($6,049). Again, prepaid classes skew this number, reflecting a
scenario where all prepaid classes are cancelled and students are paid back. In reality, at the conclusion of
these prepaid classes, the deferred revenue will become earned revenue. Working capital without the
prepaid classes is $32,793. Days of cash-on-hand (an indication of how many days an organization can pay
expenses if its revenue stream ceases) at 88, is higher than the 30-day norm.
Leverage:
Leverage is the degree to which a sponsor is borrowing money. A measure of leverage is debt ratio (debt
divided by total assets).
YTD10, the Sponsor’s total assets are $67,098 and total debts are $6,757. The debt ratio, which indicates
what proportion of debt an organization has relative to its assets, is 10 percent. This means that for every
$1.00 of assets, the Sponsor has $0.10 in debt.
• a $30,000 line of credit with Huntington National Bank for construction cash flow needs. Terms of
the line of credit include a variable interest rate, 3.25 percent at inception, and monthly principal
and interest payments. As of October 2009, the balance is $9K.
Increase Increase
YTD10 (Decrease) FYE09 (Decrease) FYE08
Total Revenues (net of capital revenues) $ 15,906 $ (271,031) $ 286,937 $ 77,025 $ 209,912
Total Expenses (net of depreciation and
net of capital expenses) $ 50,952 $ (214,208) $ 265,160 $ (185,809) $ 185,809
CHANGES IN NET ASSETS (Pre-
Depreciation) $ (35,046) $ (56,823) $ 21,777 $ (2,326) $ 24,103
Depreciation $ (684) $ 2,195 $ (2,879) $ 826 $ (3,705)
CHANGES IN NET ASSETS (Post-
Depreciation) $ (35,730) $ (54,628) $ 18,898 $ (1,500) $ 20,398
Although the Sponsor is currently operating at a YTD10 loss, this scenario should reverse itself during
the strongest quarters of its cycle, spring and early summer. At FYE09, the Sponsor operated at a
post-depreciation surplus; however, the first two quarters ended with deficits. When comparing the
first two quarters of YTD10 to the first two quarters of YTD09, the YTD10 deficit is $8K less.
The last two-and-a-half quarters in the cycle are strongest because the holiday season accounts for
significant increases in shop revenue, and the spring and summer quarters account for substantial
increases in classroom and membership revenue. The actual YTD10 revenues compare to the same
FYE09 time period, with the exception of contributions and grants. Contributions and grants are down
$17K from the same period in FYE09 because a $12K grant was received in first half of 2009 and is
not due again until the second half of 2010.
Pre-Depreciation
Surplus (Deficit) $ 11,503 $ 26,267 $ 41,031 $ 61,794 $ 82,558
Depreciation $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500
Post-Depreciation
Surplus (Deficit) $ 9,003 $ 23,767 $ 38,531 $ 59,294 $ 80,058
At first impression the Sponsor’s pro forma seems overly optimistic. Commission staff calculated $9K
in additional fixed expenses related to the House and FYE09 financial statements indicate enough
operating surplus to cover the new building’s additional fixed expenses. So, even if the House does
not generate any income, it appears the Sponsor can cover the House’s fixed expenses. Additional
classrooms enable more classroom revenue, the new gallery will allow for greater commissions on
artists’ sales, a new restaurant rental (located at the Station House, which is also on the Metroparks
property) should draw restaurant customers to shop at the gallery and gift shop, generating additional
revenues. The Sponsor must manage revenues and expenses due to the addition of classes. In other
words, the Sponsor cannot add classes that lose money without negatively affecting their finances.
The House opening, as a revenue generating unit, is part of an overall written, organizational,
strategic plan. The plan includes yearly 10 percent increases in adult education classes and
increases in the other student base by 10 percent. The Sponsor stated “we have grown our business
and membership to capacity in the last 4 years; our education programming alone has exceeded our
2008/2009 budget by 40 percent. The new spaces will enable BAYarts to provide programs that, up
to now, we have been unable to provide….” Bringing the House into production is an extension of the
The Sponsor knows which classes traditionally fill up and are aware of specific courses that are
routinely requested from the students. The specific new and additional courses will be formalized
after marketing survey work that is currently underway is completed.
According to the Sponsor, “We've recently completed a review of our Membership List, and have
realized it's much larger than we thought, and our customers span a bigger footprint of NE Ohio,
reaching out by 20 miles in all directions - and we're undertaking a separate fundraising effort for
Fuller House - sponsorships, naming rights, teaching grants and endowments. We've elected a task
force from our Board and identifying prospects and revenue goals - to enhance the overall operating
income and not rely on class revenue alone. Two big corporations are soon to underwrite grants -
PNC Bank and PolyOne (formerly BFGoodrich).”
Commission staff believes the pro forma projections for FYE10 should mirror FYE09 results and
FYE11 should reflect FYE10 revenue and expense amounts, since the House is not scheduled to
open until late 2010. It is highly unlikely that the Sponsor will increase revenues by another 40
percent from FYE09 to FYE10, without the House opening, after a 40 percent increase from FYE08 to
FYE09.
A review of the Sponsor’s solvency, liquidity, leverage, change in net assets and pro forma indicates it is
likely the Sponsor will be able to operate the Facility and present culture to the public over a sustained period
of time in accordance with Section 3383.07 of the ORC.
See Exhibit E for a summary of the Sponsor’s financial statements.
Regional Support
Matching Resources
The Sponsor demonstrated a minimum of non-state matching resources equal to at least 50 percent of
the total state funding of $250,000 (a minimum of $125,000).
Source Amount Substantiation
Cash-On-Hand $0
Funds Already Expended on Project $0
Irrevocable Written Pledges $0
In-Kind Contributions (up to 50%) $54,260 Certification letter
Operating Endowment $0
Private Contributions $100,000 Grant award letter
County Government $0
City Government $0
Federal Government $0
Site Valuation $0
Other $0
Total Matching Resources $154,260
Minimum Match $125,000
See Exhibit F for substantiation of local match.
County Government $0
City Government $0
Federal Government $0
Other (landscaping - in-kind $54,260 Certification letter
contribution)
Total Funding Sources $404,260
Total Project Budget $403,545
Conditions of Approval
Recommendation: The materials submitted by the Sponsor were reviewed and analyzed, and the
Commission project analyst, project managers, assistant director for project services, and executive
director recommend approval of Resolution R-10-01.
Executive Board
Ray Young
President
Jim Doughman
John Jefferson
BAYarts Vice-President
Kelly Kunze
Treasurer
Chalk Fest
celebrate CREATIVITY and build COMMUNITY
Trustee
David Bailey
Alice McGinty
Thomas Rankin
Mary Conway-Sullivan
Galen Schuerlein
Peter Winzig
Beth Curtis
David Tadych
Open to individuals, families & groups. Bob Aleksandrovic
Children 12 and under must be Eileen McTighe
accompanied by supervising adults. Staff
Nancy Heaton
(rain date August 16) Executive Director
Erin Stack
A large square and a 24-color box of chalk Education Director
$10 pre-reg/$15 day of the event Eileen Stockdale
Gallery Coordinator
Moira Beale
Ceramics Studio
august 15 from 10-3 pm Sarah Goldsberry
Office Manager
Karen Petkovic
Gallery Shop Manager
Advisory Board
Jim Schrantz
Julie Lavelle
Larry Gawthrop
Rich Bartsche
Virginia Cascarilla
Tracy O’Shea
Erika Gadomski
Susan Schrantz
Bonnie Hunt
John Begala
Llyndee Gribble
Heidi Langer
Steve Presley
Dave Semler
SummerSchedule
09
EXHIBIT A
Happiness and joy through, food, music and art. Nestled between BAYarts and
The Huntington Playhouse,Vento is a sophisticated, yet casual dining experience across from Lake Erie from
the owners of Tartine Bistro. Come by to try their coffees, beverages, sandwiches, pastries, and variety
of cuisine and wine that will delight the palate. And for those who wish to wander off to enjoy
the tranquility of the Metroparks or our beautiful Lake Erie beaches, boxed lunches
will become a favorite. A meeting place for lovers of art and theater, nature and friends.
Please check our website for menu and hours beginning in May! www.bayarts.net
The mission of BAYarts is to provide a welcoming lakeside environment to stimulate, encourage and
support professional and aspiring artists of all ages through collaboration, education & exhibition.
We have a lot to Celebrate.Thanks to you and the following Patrons: Everything Tented, Hinkley Lighting, National City Bank, Tom & Sandy Sullivan,
West Shore Magazine, 21st Century Concrete, Henkel, Walter & Haverfield, LLP. , Who Does That?, EURO-USA, Highland, Consulting Assoc., Huntington Bank,
Lavelle/Semler Family, Oracle, Ray Zander, Orbit Industries, One Link Technical Services, Pat Catan’s, RPM, Weltman, Weinberg & Riese, Zachin & Rich, LPA,
Oaks Massotherapy and Botanical Spa, RE Jacobs, The McBride Family, Bay Village Kiwanis, Bay Village Early Childhood PTA,
Bay Village Junior Women’s Club, Gale’s Westlake Garden Center, The Bell Foundation, Rich Barsche and Cahoon Nursery, Four Boys Films, Jackson,
Dieken & Associates Insurance, JAM Foundation, Maple Leaf Landscaping, TJM Medical, Xerox Corporation,Vivid Jewelers, The Dillemuth Family, Leah Gary,
The Leonard Krieger Fund of The Cleveland Foundation and many more. A special thanks to Gary Baran and the Huntington Reservation team.
EXHIBIT A
w w w. b a ya r t s . n e t 2
gallery news
April June
Homemaker/Homefaker The Penninsula Art Academy presents
Liz Maugans & “The Best of The Fiber Café”
Heather Toivonen In collaboration with the Peninsula Art Academy’s fiber
new works inspired by group, this traveling juried show makes a stop at BAYarts.
domestic bliss June 12 - July 3
April 3 - 30th Opening reception June 12 from 7-9 pm
Opening reception with LIVE music by Cletus Black Revue
April 3 from 7-9 pm
July
Jeff Yost: Night, Sleep, Death and the Stars
May “This is thy hour O Soul, thy free
BAYarts Students Spring Show flight into the wordless,
Bi-annual Show featuring the work of BAYarts students Away from books, away from
May 3 - 10th art, the day erased, the lesson
Opening reception May 3 from 2-4 pm done,Thee fully forth emerging,
silent, grazing, pondering the
“Step into Art” Youth Art Show themes thou lovest best, Night,
sleep, death and the stars.”
Students K - 12 are invited to use any medium to
Walt Whitman
create works inspired by SHOES! One piece
July 11 - 31
per student. BAYarts Scholarships, refreshments,
Opening reception July 10 from
music. Entry forms available at area schools and BAYarts.
7 - 9 LIVE music by Back Bay.
May 17 - 24
Opening reception May 17 from 2-4 pm
August
Taste of Tuscany Mixed Mediations - Kari Sanford & Jen Craun
Conceived, created and August 7 - 31
curated by BAYarts Open reception August 7 from 7-9 pm
Ceramic Studio members. LIVE music by Becky Boyd.
A taste of Italian food,
music and more with a September
Tuscan flavor. Most items 48th Annual Juried Show. Call for entries.
available for purchase. Entry form online at bayarts.net
May 29 - June 9 September 11-30
Opening reception Opening Reception September 11 from 7-9 pm
May 29 from 7-9 pm
with LIVE music by
Peggy Coyle & Brad Bolton
w w w. b a ya r t s . n e t 3
KIDS CLASSES
campART
member $85 non-member $95
w w w. b a ya r t s . n e t 4
August Camps
#1 Aug 3-6 OR #2 Aug 10-13
9:30-11:30
3-5 Story Art - Kate Holinek
Read books and look at pictures for inspiration of
how to make special drawings, sculptures, collages
and paintings of your own.
w w w. b a ya r t s . n e t 5
Club Caboose -
Ages 3-5
w w w. b a ya r t s . n e t 6
June 15 - July 2
Mondays & Wednesdays : What an Animal!
ages 9 & up with Andrea Serafino
10:00-12:00 animal sculptures
12:30-2:30 – tea pots & platters with animal motifs
Tuesdays & Thursdays: Diving Deep
ages 6-8 with Diane Padrutt
10:00-12:00 – sculptures of ocean creatures
12:30-2:30 – birdbaths, vases & things that hold water
Expressive Figure Drawing
July 6 - July 23 WITH JOHN W. CARLSON
THIS COURSE WILL STRESS THE DYNAMIC AND
Mondays & Wednesdays: P is for Portrait ESSENTIAL INTERPLAY BETWEEN IMAGE AND
ages 9 & up with Andrea Serafino NEGATIVE SPACE, IN ORDER TO MAKE A FULLER
10:00-12:00 – sculptural portraits AND MORE AESTHETIC STATEMENT IN PENCIL,
CHARCOAL, PEN OR PAINT. AN EMPHASIS WILL
12:30-2:30 – painted portrait pots
BE PLACED ON LINE QUALITY, GESTURAL STUDIES
Tuesdays & Thursdays: Form to Function AND ARTISTIC INTERPRETATION. A NUDE MODEL
ages 6-8 with Diane Padrutt WILL BE USED IN THIS CLASS.
*SUPPLY LIST AVAILABLE AT REGISTRATION
10:00-12:00 – putting the FUNK in functional pieces
JUNE 9, 11, 23, 25 (11:00-1:00)
12:30-2:30 – whimsical birdhouses & flowerpots
Portfolio Preparation - TOM DENNY
July 27 - August 13 STUDENTS WILL BE ENCOURAGED TO USE THEIR
FOUNDATIONS TO EXPAND THEIR SKILL SET AND
Mondays & Wednesdays: Potters Wheel DEVELOP A ROUNDED BODY OF WORK.
ages 9 & up with Andrea Serafino LEARN HOW TO PUT TOGETHER AN ARTISTIC
10:00-12:00 – beginners (limit 8 students) PORTFOLIO. BASIC SUPPLIES WILL BE
(216) 685-4307 T
(216) 363-4121 F
(216) 645-7908 M
Peter J. Winzig is the Director of Marketing & Corporate Development for the law firm of Weltman, Weinberg
& Reis Co., L.P.A (WWR). As Director of Marketing, Peter is responsible for overall marketing for the firm,
including strategic planning, national & regional marketing, brand management, internal and external
communications, public relations, product development, overseeing web-based initiatives, advertising and
event marketing. Peter brings to WWR over 25 years of experience in the professional communications and
advertising business, having spent time as SVP of Account Services at Wyse Advertising, where he managed
Fortune 500 brands including American Greetings, BFGoodrich, Stouffers, McDonald’s, Sherwin-Williams,
SieMatic and the Cleveland Cavaliers. During his time at Wyse, Peter was involved in the brand re-launch for
Stouffers and Renaissance Hotels. Peter has also served as National Director of Marketing for Arhaus
Furniture and as the Director of ignition Idea Group. Mr. Winzig received a BFA in Fine Arts and History from
the State University of New York at Geneseo (1979).
Peter’s professional memberships include the Advertising Club of Cleveland (Activities Coordinator), the Sales
& Marketing Association and the Legal Marketing Association (Cleveland chapter). He has been the recipient
of the Marketer of Year 2001 SMSE Award, the Excellence in Coaching BSC Award and a 2006 Legal Marketing
Association Your Honor Award. He has also received gold and silver medals for National and Regional ADDY
Awards and Legal Marketing Association of America. Peter’s community involvement includes the Bay Soccer
Club (Past President), the Bay Men’s Club (Past President), Fireland’s Soccer Referee Association (President)
also serving as a FIFA & OHSAA referee, St. Raphael’s Pre Cana Education Director, and Vice President of
BAYarts Education and Art Center at Cleveland Metroparks Huntington Beach location..
Weltman, Weinberg & Reis Co., L.P.A., celebrating 80 years of experience, provides comprehensive collection
and litigation services to creditors throughout the nation including major banks & financial institutions,
mortgage & lending companies, commercial creditors, government entities, insurance companies, credit
unions, service organizations, medical and utility companies. Practice areas include bankruptcy, collection
services, foreclosure/evictions/REO, legal action recovery, litigation & defense, probate, subrogation and
corporate & financial services. The firm has offices in Brooklyn Heights (OH), Chicago, Cincinnati, Cleveland,
Columbus, Detroit, Grove City (OH), Philadelphia and Pittsburgh.
PROJECTS
APARTMENTS & CONDOMINIUMS
INDUSTRIAL
PROFESSIONAL BUILDINGS
RECREATION/EVENT FACILITIES
RETAIL FACILITIES
EDUCATION FACILITIES
RELIGIOUS FACILITIES
RESIDENTIAL
Baycrafters, Inc.
Utilizing unaudited financials for year-to-date October 31, 2009 ("YTD10") and draft audited financial statements for fiscal-years-ending June 30, 2009, and 2008
("FYE09" and "FYE08").
Other Assets
Website $ 4,850 0.00% $ 4,850 21.25% $ 4,000
Artwork $ 13,950 0.00% $ 13,950 0.00% $ 13,950
Less: Amortization (See Note 1) $ (2,000) 0.00% $ (2,000) 199.85% $ (667)
Total Other Assets $ 16,800 0.00% $ 16,800 -2.79% $ 17,283
Liabilities
Current Liabilities:
Accounts Payable $ 2,639 -38.96% $ 4,323 -57.98% $ 10,288
Deferred Class Revenue $ 29,846 0.00% $ 29,846 3.48% $ 28,842
Deferred Other Revenue $ 9,000 0.00% $ 9,000 -25.00% $ 12,000
Sales Tax Withheld $ 464 -40.73% $ 783 100.00% $ -
Security Deposit $ 651 0.15% $ 650 100.00% $ -
Total Current Liabilities $ 42,600 -4.49% $ 44,602 -12.77% $ 51,130
Long-Term Liabilities:
Bridge Loan $ 6,757 100.00% $ - 0.00% $ -
Total Long-Term Liabilities $ 6,757 100.00% $ - 0.00% $ -
Net Assets
Unrestricted $ 17,742 -53.87% $ 38,459 37.81% 27,907
Temporarily Restricted $ - -100.00% $ 15,013 125.18% 6,667
Permanently Restricted $ - 0.00% $ - 0.00% -
Total Net Assets $ 17,742 -66.82% $ 53,472 54.66% $ 34,574
Total Liabilities and Net Assets $ 67,099 -31.58% $ 98,074 14.43% $ 85,704
Exhibit E 1 of 2
EXHIBIT E
Expenses
Advertising $ 726 -97.65% $ 30,923 69.31% $ 18,264
Amortization $ - -100.00% $ 1,333 99.85% $ 667
Bank Charges $ 158 -74.57% $ 621 61.72% $ 384
Computer Expenses $ - -100.00% $ 900 -24.69% $ 1,195
Contract Labor $ 1,304 -97.77% $ 58,486 23.68% $ 47,289
Insurance $ 1,075 -79.13% $ 5,150 -3.43% $ 5,333
Maintenance $ 7,218 -36.51% $ 11,369 19.57% $ 9,508
Miscellaneous $ 5,031 -58.14% $ 12,020 -27.42% $ 16,562
Office Supplies $ 205 -94.96% $ 4,072 -61.24% $ 10,506
Payroll $ 9,776 -87.76% $ 79,847 128.58% $ 34,932
Postage $ 72 -96.99% $ 2,389 91.89% $ 1,245
Professional Fees $ 9,639 159.81% $ 3,710 -60.76% $ 9,455
Equipment Rental $ 405 -94.38% $ 7,202 -3.77% $ 7,484
Meetings $ - -100.00% $ 1,909 536.33% $ 300
Supplies $ 14,315 -42.18% $ 24,757 254.79% $ 6,978
Taxes-Payroll $ - -100.00% $ 6,857 263.00% $ 1,889
Trash Removal $ - -100.00% $ 1,125 -2.17% $ 1,150
Telephone $ - -100.00% $ 2,261 -19.54% $ 2,810
Utilities $ 1,027 -89.96% $ 10,229 3.76% $ 9,858
Depreciation $ 684 -76.24% $ 2,879 -22.29% $ 3,705
Depreciation (See Note 2) $ (684) -76.24% $ (2,879) -22.29% $ (3,705)
Total Expenses (net of depreciation) $ 50,952 -80.78% $ 265,160 42.71% $ 185,809
Net Assets at the Beginning of Year $ 53,472 54.66% $ 34,574 143.89% $ 14,176
Net Assets at the End of Year $ 17,742 -66.82% $ 53,472 54.66% $ 34,574
Exhibit E 2 of 2
EXHIBIT F
EXHIBIT F
Project Registration Form
Project Detail Form
)
$6
:2
( ?'4
)
=
>
#
( ,
*
&'((#
')
)
#
)#
/'
)(
%)
0'(
(
1)
*
')
%)
22
+#,#)
20
+.#)
)'!!#
,
0
((
2(3#
2
%)
!2
)
3#)
)
'4
5#6
)
#)'(
,
,'2)
3#22
0
0#2
!!0#)
,
+.#)
!
"
)
)2
,#
#)7
%#
0#2
2
),,
,
+.#)
2#!2
0'(24
%'(2
0
)'0(
,#
!'22
())#!
2
4((#
)3
27
#2#
3#)#
)
)#
4#
2
!!2
8324
3#4#!!4
+.#)7
&'((#
')
%)
4'2
"
)
(4
0
,#
,
!!'
0')
,
1)
)#
2
#!
2
(6
,#%#2
'(94
"
%((
()
0
!2
(0(
,#
!!'
)
2
#(
)
(
!!"
' ( - ))
$
.
5#)2
/4 '$
>5#,
' )
-
#
( *
<
:
( ?'4
!!"
#)% %
( ,
*
&'((#
')
)
#
)#
/'
)(
%)
0'(
(
1)
*
')
%)
22
+#,#)
20
+.#)
)'!!#
,
0
((
2(3#
2
%)
!2
)
3#)
)
'4
5#6
)
#)'(
,
,'2)
3#22
0
0#2
!!0#)
,
+.#)
!
"
)
)2
,#
#)7
%#
0#2
2
),,
,
+.#)
2#!2
0'(24
%'(2
0
)'0(
,#
!'22
())#!
2
4((#
)3
27
#2#
3#)#
)
)#
4#
2
!!2
8324
3#4#!!4
+.#)7
&'((#
')
%)
4'2
"
)
(4
0
,#
,
!!'
0')
,
1)
)#
2
#!
2
(6
,#%#2
'(94
"
%((
()
0
!2
(0(
,#
!!'
)
2
#(
,
*
&'((#
')
3#D
)
'34#2
3)(
4#
,
0'(24
#2#
#2#
')0(
,#
()))
2
)
E
2
0#6
4#'2
-!0#7
2
((
))2
)#'
2
#)#
!3(2
A'!!#
,
4#2
#34
)
3(2
2
%
1)
#(4
#)#
(0#
<
?'('#(
&()
?!!))7
@)
+#2
A 7
A'
54
>
,
>
?('!0')7
<
>
>=7
(
=
7
,8
=
!!"
#
%
*
%+ "
,
#
/'
+#
(/#
0)
5
/
'.2
/'()2
)#)
6((#
743)
)%)0
#
#))
8)0
9.
+'#0
#0(
#))
:.
9'/
+#
.#+))(
#))
&#
)'#
#)
%
#0(
'))
8((3#
%
#
#
#0;)
/
.#+)
%
)
/
.#0#0
'(
#
9(
&)(2
8(1
&)(
/
&((
3+
%
.#
#)
%))/
+
8((/
/
3'(/
'
"
.(0
)0)
+#
<6#
#<
&)(2
=#
9()2
91).#
=#1
/
)0
#)
.#0#)
>
#
#0
'(/
)#(
3'(/0
)
3
'')/
+#
#)
>
0#%
'#
3')))
/
3#).
.
()
#)
'#
/'
.#0#0
(
)
4//
'#
3'/0
3
?
*
%
3'(/0
%((
.#/
//(
())#)2
0((#
).
/
'
0#0
).
*
%
).)
%((
3(
,-#)
.#/
.#0#)
2
'.
%2
%
3
'3(
.#/
)'
)
.#02
+3#
#
/
)0
#)
.#0#)
>
%((
///
0((#
#.(
'#
4)0
0((# ())#
).
*#
%((
()
3
..#'
+#
'
))
')
+#
0)
#
)
!!"
*
,#/
+
D##)
)
))0/
+
#
3#)
#)
.#B
/
%#1
%
4'
/##
/)#)
+(/)
+
)#'2
#'#2
)#(
3'(/0)
/
#(
#)
#0'(#
0)
E.#))
+
8((/
#.#1)
)%/
#
)'..#
+#
.#0#
#'0
1
0
*
74'
D##2
8+
#
/
$/).
#
+
#.#1)
/
0)
/
)
'#)
/)
')
=#0#
.(0
)
((3#
3%
,-#)@
74'
D##2
7/'
D##
/
6((#
8#/#
&'(2
)'/)2
3#)
/
.#)
#
/
B
.(0
0)
"
&((
+
2
,-#)
)++
//
%#1).)
%
)'(
:
#)
8'(
/+
(0#0
.()
)
#0;
/
%
3)
)
0()
#.#0
#/
3'(/0
- ,
( ((
!#+
F
2C
+ (
8) !/ F
"##3(
>#
=(/0) F
:.#0 7/% F
=# 8#3') F2
8' 6# F
8 6# F
&/#( 6# F
9 H(' F
:# F
!!"
%%) *
#
+
,
H((02
.#))/
((
,-#)
/
)
3(
00
..(
3
#0
#
+
+#
8
+
,
H((02
)
(./
.'
')
.
*
#0;
)
3#'0
%
#)
#2
3#00
)#)
+#
((
#
#)
:
H#
I
!#3'#02
74'
D##
+
8((/
#.#1)2
)
)
.()/
%
#(;
+
,-#)
/
#)
)
3#'0
.#1
/
)'
#)
)
)
#
#'/
3))2
/
1
&'((#
!')
#)#
.#B
)
%((
)
//(
+'/)
#.
%(1%)
/
(/).0
*
#
)'..(0
#)'#)
)'
)
#'#(
/
/
0'/
+#
)
.#B
/
/
.(0
0)
)
'#)
!!"
%%) /
( *
#
+
&'((#
!')
%((
((%
,-#)
+'##
)
((3#)
%
//(
#)
/
#)
#0;)
3
.#/0
'
%((
3
/'
'#
'
/
4./
'#
'/
)
#)'(
+
#)/
())#
).
#
%((
(/2
,-#)
%((
0
..#'
.#/
//(
())
++#0)
'
*
#/
).
%((
()
.#/
4.//
0((#
).
)
))(
+''#
((3#)
%
#
#)
/
#)
#0;)
#)
:
#0
%%) ,
8'## C2 5
+'((2
.#
+#
)
-# 2
+'((
2
5
.#
1
+
%%)
9
&'/0 F F
2 F
2
8) !/ F F F
=# 8#3') F F2 F2
8' 6# F F F
8 6# F F F
&/#( 6# F F F
:# F F
2C F
2C
*( &'/0 F F2C F2C
!!"
9 ".#) F
743) F
:# F
& F5C2
=#) F2
J() F
,#/0 &/) F
")'# F
:.# 7A'. F
#'#(
=#0#
F
=#0#
8)'(
8)#'
0#
F
=#B
0#
'0
/
/)#
8)) F2
$0( &) F
*( >#1 F
:# F
& F52
#
CC
5
!!"
+ , F
+
/
= / 0+ 5
= +
+ ?(
@ ( $ 5
, + A 0
((
"%
%)
@ ( $
, + A 0
((
!!"
@ ( $
, + A 0
((
C
"#)
/
/
3#).
/'
4.//
).
+#
()))
/
)
*
%
0((#
).
%((
((%
,-#)
/(.
%
'/)
/
#)
'#
).)#).)
#'0
((3#
0((#
43)
%
#
#0;
#)
:
*
+(
%((
3
(3(
+#
#(
+#
'
)
%
%((
.#/
#'
+#
'.1.
!
"#)
#'
+#
()))
%((
'(;
//(
).
,-#)
)
)00
.))3(
+
)#0
/%
+#
.'#.)
+
)'..#0
&'((#
!')
'D %
A# &)
( "E A#) D
))3(
%((
3
/
(%#
+(#)
+
&'((#
!')
#
#.
/
))3(
#)#)
D'
0
/
)#(
)0+
+
)#''#)
%
%((
3
.0
)/
+(#
+
&'((#
!
))3(
'' ,%
# <()
# " + F
"+ ) #2 )'3 #() :!=: //#)) / . 8)) ##)./
Resolution
Project Analysis and Staff Recommendation
Cozad-Bates House – Roof Restoration
Commission Assessment Team: Amy Rice and Tony Capaci, project managers
Background: The Sponsor states it is “the development, service, and advocacy organization
responsible for the growth of University Circle as a premier urban district and
world-class center of innovation in health care, education, and arts & culture.”
Since its inception in 1957, UCI has acquired and banked land for community
and institutional growth. As part of its five-year action plan to continue its
aggressive push to build a safe, clean and attractive neighborhood, today UCI
also develops land singularly and in partnership with other University Circle
institutions.
According to the Sponsor’s Web site, “as the second largest employment center
in the city of Cleveland, University Circle is an economic engine that is helping
shape Cleveland’s new economy and workforce.”
Please see Exhibit G for a map of the University Circle area.
Legal Agreements
Signatory: President Chris Ronayne and Vice President Daniel Stahura, via board of
trustees’ resolution
Reimbursement
Certification By: Chris Ronayne, president, or Daniel Stahura, vice president
Facility Information
Name: Cozad-Bates House (the “Facility”); the Facility is located within the University
Circle area
Culture Presented: According to the Sponsor, the Facility is not open to the public; however, as a
stop on UCI’s own “CircleWalk” tour, a stop on the Cleveland Metro Parks’
Underground Railroad tour, and a site for tours and presentations for local
schools, the Facility is an important contributor to Cleveland’s University Circle
area. Once preservation is complete and the building is accessible to the public,
the Cozad-Bates House will be used as an interpretative education center that
documents Cleveland’s role in the antislavery movement. In June 2008, the Ohio
Historical Society unveiled a state historical marker on the site.
See Exhibit A for a description of the historical background and significance of the
Facility.
Description: According to the Sponsor, the Cozad-Bates House is the only pre-Civil War
residential structure remaining within the University Circle area of Cleveland.
Built around 1853, it is a surviving example of Italianate-influenced residential
architecture, including a hipped roof, curved bay windows, paired eave brackets,
and a prominent belvedere. The home was donated to UCI by University
Hospitals and saved from possible demolition by the Cleveland Restoration
Society, Restore Cleveland Hope Inc., and UCI in 2006.
Historic
Designations: The Cozad-Bates House was listed on the National Register of Historic Places in
1974, and the city of Cleveland designated the Facility as a historic landmark in
2006.
Project Information
Scope: The Cozad-Bates House rehabilitation project will be multi-phased. The initial
phase of the project consists of the complete restoration of the current slate roof
(the "Project”).
Stage: Construction
Cash Flow: The Sponsor demonstrates sufficient cash-on-hand to pay construction invoices,
until state reimbursement, throughout the construction period.
Budget:
Amount
Hard Costs
Construction $162,500
Contingency $16,250
Site Improvements $0
Fixtures/Furnishings/Equipment $0
Exhibits $0
Other $0
Total Hard Costs $178,750
Soft Costs
Architect/Engineering $0
Permits $0
Surveys and Reports $1,050
Utilities $0
Bonding $0
Insurance $1,500
Operation Equipment $0
Architectural Program/Program Consultant $0
Construction Manager/Project Manager $0
Owner's Representative $0
Accounting and Administrative $4,000
Legal $1,000
Title Work $600
Other $0
Total Soft Costs $8,150
Total Project Budget $186,900
See Exhibit B for the Sponsor’s submitted budget.
See Exhibit C for roof replacement plan.
Budget Source: The Sponsor prepared the Project budget based upon contractor-submitted
quotes. Based upon the Project scope and the Project stage (installation), a 10
percent contingency is adequate.
Sponsor Team: Ndeda N. Letson, assistant director of real estate development, University Circle
Inc., will serve as project manager for the Sponsor. She is responsible for the
budget and schedule, and will review all change orders prior to the
commencement of additional work. Ms. Letson is familiar with prevailing wage
and will assure compliance with prevailing wage laws.
Construction
Team: Brian Stewart, The Tartan Group Inc. His primary responsibility is to provide on-
site leadership and project supervision and to assume direct responsibility for
day-to-day operations of the Project.
The Tartan Group Inc. was selected as roofing contractor via an open bid
process with an emphasis on historic slate-roof restoration. Historic roof
restoration projects previously completed by The Tartan Group Inc. include the
Sarah Benedict House (Cleveland Restoration Society), the Dr. Stephen Lacey
residence and the Simon residence, all located in the Cleveland area.
Based on the experience of the Project team, Commission staff recommends the Sponsor provide
construction services for the Project as permitted by Section 3383.07 of the Ohio Revised Code
(“ORC”).
See Exhibit D for the Project team’s resumes and contractor’s information.
Project Need
Financial Assessment
Commission staff analyzed the Sponsor’s financial statements, including the following:
• draft audited consolidated financial statements for fiscal-year-ending June 30, 2009
("FYE09");
• audited consolidated financial statements for fiscal-years-ending June 30, 2008, and
2007 ("FYE08" and “FYE07”); and
• five-year pro forma.
Increase Increase
FYE09 (Decrease) FYE08 (Decrease) FYE07
ASSETS:
Current Assets
Unrestricted $ 17,003,135 $ (15,074,396) $ 32,077,531 $ 5,982,949 $ 26,094,582
Restricted $ 9,003,726 $ 9,003,726 $ - $ - $ -
Long-Term Assets $ 20,024,722 $ 1,856,300 $ 18,168,422 $ 164,237 $ 18,004,185
TOTAL ASSETS $ 46,031,583 $ (4,214,370) $ 50,245,953 $ 6,147,186 $ 44,098,767
LIABILITIES:
Total Current Liabilities $ 8,029,987 $ 5,870,113 $ 2,159,874 $ 192,517 $ 1,967,357
Total Long-Term Liabilities $ 4,567,436 $ (3,840,412) $ 8,407,848 $ (185,427) $ 8,593,275
TOTAL LIABILITIES $ 12,597,423 $ 2,029,701 $ 10,567,722 $ 7,090 $ 10,560,632
NET ASSETS:
Unrestricted $ 19,512,694 $ (2,642,626) $ 22,155,320 $ (511,519) $ 22,666,839
Restricted $ 13,921,466 $ (3,601,445) $ 17,522,911 $ 6,651,615 $ 10,871,296
TOTAL NET ASSETS $ 33,434,160 $ (6,244,071) $ 39,678,231 $ 6,140,096 $ 33,538,135
Solvency:
An organization is solvent when assets are greater than liabilities. The Sponsor is solvent because net assets
are positive (FYE09 total assets are $46.0M; total liabilities are $12.6M).
Another gauge of solvency is whether or not the institution has sufficient net assets to pay off long-term debt.
The viability ratio (net assets minus capital assets minus restricted endowments plus long-term debt divided
Liquidity:
Liquidity relates to availability of, access to or convertibility to cash. A test of liquidity is current ratio (current
assets divided by current liabilities), which indicates how many times over the entity can pay its current
liabilities with its current assets. (Note: Restricted current assets were not used to calculate the current ratio
because they generally are not available to service current liabilities. Including restricted current assets in the
calculation could have the effect of artificially inflating the current ratio.) A current ratio of greater than one is
considered acceptable.
The Sponsor’s FYE09 working capital is $13.9M. Days of cash-on-hand (an indication of how many
days an organization can pay expenses if its revenue stream ceases) at 18, is lower than the 30-day
norm.
The Sponsor invests any excess cash, which explains why days of cash-on-hand is lower than the norm.
Leverage:
Leverage is the degree to which a sponsor is borrowing money. A measure of leverage is debt ratio (debt
divided by total assets).
At FYE09, the Sponsor’s total assets are $46.0M and total debts are $10.4M. The debt ratio, which indicates
what proportion of debt an organization has relative to its assets, is 23 percent. This means that for every
$1.00 of assets, the Sponsor has $0.23 in debt.
2010 $ 67,341
2011 75,617
2012 134,358
2013 224,712
2014 188,808
Thereafter 9,686,595
$10,377,431
• Interest expense amounted to $481,605 and $571,947 in 2009 and 2008, respectively.
Debt Summary:
Total debt is $10.3M at FYE09, which consists of $6.4M to purchase and renovate the Circle Place
Apartment HUD project, a 114-unit residential property with retail space, and $4M for the renovation of the
University East Building, a five-story apartment building. Each building is set up as a separate Limited
Liability Corporation (LLC) and the related debt is paid from the cash flow of the corresponding LLC. Each
building acts as collateral for the corresponding debt, and the residential portions of the buildings are fully
rented with waiting lists. According to the Sponsor, University East Building is currently operating at a
positive cash flow and Circle Place Apartments, while the retail portion is under renovation, is currently
operating at a negative cash flow. The Sponsor anticipates the retail renovation portion of Circle Place
Apartments to be completed this spring and rented by fall of 2010, thereby creating a positive cash flow.
Currently, the Sponsor has several interested retail lessees.
The Sponsor’s FYE08 Dunn and Bradstreet report indicates strong creditworthiness (since FYE09 financials
are in draft form, a complete Dunn and Bradstreet report for FYE09 is not available). As testimony to its
creditworthiness, the Sponsor indicated it successfully secured debt and refinancing during the tumultuous
credit crunch of 2008-2009. The Cozad-Bates House does not serve as collateral on any debt.
Commission staff is not recommending the Commission require a credit enhancement because the following
factors mitigate the debt:
• the length (over 50 years) of UCI’s operating history;
• liquid net assets of $20M;
• total net assets in excess of $33M;
• the majority of the recorded deficit for FYE09 is primarily due to unrealized investment losses;
• the debt is secured by real estate other than the Cozad-Bates House;
Increase Increase
FYE09 (Decrease) FYE08 (Decrease) FYE07
Total Revenues* $ 7,129,236 $ (10,767,433) $ 17,896,669 $ 8,475,049 $ 9,421,620
Total Expenses (net of depreciation) $ 11,342,431 $ 647,494 $ 10,694,937 $ 912,082 $ 9,782,855
The $12.3M decline in total net assets from FYE08 to FYE09 is due to:
• $600K increase in unrealized loss on unrestricted investments;
• $1.0M unrealized loss on permanently restricted investments;
• $400K increase in revenue reduction due to net assets released from restrictions;
• $1.2M reduction in programming revenues, investment income and other income;
• $7.8M reduction in temporarily restricted contributions; and
• $1.2M reduction in permanently restricted contributions.
The financial results indicate continued and greater unrealized losses on investments, reductions in
programming revenues, investment income and other income, and $9.0M reduction in restricted
contribution income.
The $9.0M reduction in restricted contribution income is due to the Sponsor completing the fundraising for
the Euclid Gateway Improvement project in FYE08. The associated expenses for this project were incurred in
FYE09, contributing to the operating loss in FYE09. Commission staff considers this as a byproduct of the
nature of the Sponsor’s operations (real estate development). Capital fundraising (revenues) and expenses
will fluctuate from year to year as the Sponsor undertakes new capital projects.
The remaining reduction in net assets is generally due to the economic climate. As the market continues to
improve, unrealized losses should reverse and programming revenues and investment income should
improve.
Pre-Depreciation
Surplus (Deficit) $ 67,500 $ 131,257 $ 346,197 $ 570,239
Depreciation $ (557,400) $ (552,596) $ (548,944) $ (545,438)
Post-Depreciation
Surplus (Deficit) $ (489,900) $ (421,339) $ (202,747) $ 24,801
When the Euclid Gateway Improvement project contributions and expenses are deducted from the
actual financial performance, the pro forma projections appear reasonable. However, the pro forma
does not include any allowances for realized/unrealized losses on investments.
Depreciation expense is calculated for the parking garage and buildings. Since the Sponsor is, in
part, a development organization, it has substantial capital assets in real property. At FYE09, building
holdings totaled $13.2M (land holdings are not included in the total since land is not depreciable).
A review of the Sponsor’s solvency, liquidity, leverage, change in net assets and pro forma indicates it is
likely the Sponsor will be able to operate the Facility and present culture to the public over a sustained period
of time in accordance with Section 3383.07 of the ORC.
See Exhibit E for a summary of the Sponsor’s financial statements.
Regional Support
Matching Resources
The Sponsor demonstrated a minimum of non-state matching resources equal to at least 50 percent of
the total state funding of $100,000 (a minimum of $50,000).
Source Amount Substantiation
Cash-On-Hand $86,900 Certifying letter and resolution
Funds Already Expended on Project $0
Irrevocable Written Pledges $0
In-Kind Contributions (up to 50%) $0
Operating Endowment $0
Private Contributions $0
County Government $0
City Government $0
Federal Government $0
Site Valuation $0
Other $0
Total Matching Resources $86,900
Minimum Match $50,000
Funding Model
The Sponsor demonstrated that the Project is fully funded. Funds have been raised to pay for all hard
and soft costs.
Conditions of Approval
Recommendation: The materials submitted by the Sponsor were reviewed and analyzed, and the
Commission project analyst, project managers, assistant director for project services, and executive
director recommend approval of Resolution R-10-03 with the following condition:
• the Sponsor provides evidence, to the satisfaction of the executive director of the
Commission, that the Ohio Historic Preservation Office or a certified local government
either:
o declined to review the Project; or
o reviewed the Project and confirmed the proposed actions meet the Secretary of the
Interior’s Standards for Treatment of Historic Properties
!
"
"
#"$%&
' "())*
+
EXHIBIT C
EXHIBIT D
EXHIBIT D
EXHIBIT D
EXHIBIT E
Long-Term Assets:
Property, Plant and Equipment (net accumulated depreciation) $ 20,024,722 10.22% $ 18,168,422 0.91% $ 18,004,185
Pledges Receivable - Capital Project $ - 0.00% $ - 0.00% $ -
Other Assets: $ - 0.00% $ - 0.00% $ -
Total Long-Term Assets $ 20,024,722 10.22% $ 18,168,422 0.91% $ 18,004,185
Liabilities
Current Liabilities:
Accounts Payable $ 1,629,915 64.58% $ 1,148,454 15.96% $ 990,354
Wage Continuation $ - 0.00% $ - 0.00% $ -
Accrued Payroll & Payroll taxes $ - 0.00% $ - 0.00% $ -
Accrued Taxes $ - 0.00% $ - 0.00% $ -
Deferred Revenue $ - 0.00% $ - 0.00% $ -
Accrued Expenses $ - 0.00% $ - 0.00% $ -
Note Payable (current portion) $ 850,000 -2.33% $ 870,243 17.53% $ 740,450
Other Liabilities (insurance reserve) $ 590,077 317.97% $ 141,177 -40.32% $ 236,553
Total Current Liabilities $ 3,069,992 42.14% $ 2,159,874 9.79% $ 1,967,357
Net Assets
Unrestricted $ 19,512,694 -11.93% $ 22,155,320 -2.26% 22,666,839
Permanently Restricted $ 9,153,014 -12.59% $ 10,471,743 5.90% 9,888,037
Temporarily Restricted $ 4,768,452 -32.37% $ 7,051,168 617.12% 983,259
Total Net Assets $ 33,434,160 -15.74% $ 39,678,231 18.31% $ 33,538,135
Total Liabilities and Net Assets $ 46,031,583 -8.39% $ 50,245,953 13.94% $ 44,098,767
Note: 1) Restricted endowment investments can be used for capital or operational purposes based on management discretion;
therefore, these investments are included in the viability ratio.
Financial Exhibit E 1 of 3
EXHIBIT E
Expenses
Program Services:
Program and Operating $ 10,384,377 6.17% $ 9,780,691 9.37% $ 8,942,680
Total Program Services $ 10,384,377 6.17% $ 9,780,691 9.37% $ 8,942,680
Supporting Services:
Management and General $ 618,745 1.82% $ 607,704 6.01% $ 573,253
Fundraising $ 339,309 10.69% $ 306,542 14.84% $ 266,922
Depreciation $ 958,360 2.81% $ 932,132 2.83% $ 906,511
Depreciation $ (958,360) 2.81% $ (932,132) 2.83% $ (906,511)
Total Supporting Services $ 958,054 4.79% $ 914,246 8.82% $ 840,175
Total Increase (decrease) in Unrestricted Net Assets $ (1,684,266) -500.43% $ 420,613 -73.69% $ 1,598,841
Net Assets at the Beginning of Year $ 39,678,231 18.31% $ 33,538,135 3.22% $ 32,492,394
Net Assets at the End of Year $ 33,434,160 -15.74% $ 39,678,231 18.31% $ 33,538,135
Note: Changes in Net Assets are not shown before Unrealized/Realized Gain/Loss on Investments because the Sponsor reports Unrealized/Realized Gain/Loss
separately for Unrestricted Net Assets, Temporarily Restricted Net Assets and Permanently Restricted Net Assets.
EXHIBIT E
Financial Exhibit E 3 of 3
EXHIBIT F
Project Registration Form
Project Detail Form
*
+
$ #%&
( #% +,'()*"
) '"$,&
+
$
*
+
*) 11 7 %
;,'" "# B '330
>)#C%0C"
&6
' "37"0;,
0
06?
! ""#
%*
**
1
* ',#3
* #
( ) 0 -+ )
* 4 ! ="
*) ,
;*
:
) '"$,&
*) +
!$
*) $ %&
;,'" "# B '330
>)#C%0C"
&
6
' "37"0;,
0
06?
! ""#
( # - *)
!$+& &
**
;,'" "# B '330
>)#C%0C"
&6
' "37"0;,
0
06?
! ""#
* #' '(%$)%*
$%
& #'(
.
+',1$"-%2%--%-%0
$%0%$%4%%%20%0%$
%%"-1-$2$03500%$$!
.%2%""67%%0+',%$"%% 2
$./00%$%$% %.+ '
%%./1%$!) /%5"0/%%""0%$./"+
'%%3$%.%00350.% 0%$%0+',
"% .%%-%%..%% 2$%$
$ 8.!
@/%"%%2
%0
--/3%$%$1
+ *.%+',$$.2%// ..!
?-"..2-C"C$6$%0+',/.$35
/-1%%$3%-(--/3-$5%%$%.
$ !=-$ %22/$%.2$%2'(%$)%%$
22$.2-%1%0$"$1%
"("-$.%-2$-..
-.. %%%%!
E-'%6%'//0
A%)%$;!0;
%"2
'/10E-
0
02%8
! ""#
"$%-
HI0
!
%%- *
'%-*%$ HI0 !
6$%$ A8.$$
B H!
,%1?
$" H!
:/$G$'1
.J H!
E.%"A$3/ H!
%'1 H!
' C/ H!
' C/ H!
6$%C/ H!
;K%% H!
E- H!
''%+0
%
C%'%$%$-#-%E-@"FE<%/0
%B$0"2L/$%0% %0
$%%F
!/%% 00
/. 0
0$/
''%+ . 1
'
!
27
!
E-'%6%'//0
A%)%$;!0;
%"
2
'/10E-
0
02%8
! ""#
;%6$" H! H0! H0!
%'1 H! H! H!
' C/ H! H! H!
' C/ H! H! H!
6$%C/ H! H! H!
E- H! H! H!
E-'%6%'//0
A%)%$;!0;
%"2
'/10E-
0
02%8
! ""#
'' H
0!
;,/./ H!
A8-1 H!
E- H!
( HI0!
- A""6 H!
/ H!
+ H!
)%$"6$ H!
,% H0!
E.%A<./ H!
-%"%/
H!
"%/'%
'%%"
H!
B%%"
E3D@.%6 H!
"%$
$/%' H0!
&"%6 H0!
=?5 H!
E- H!
( HI0!
-%%0% #$$%#!&
$%
E-'%6%'//0
A%)%$;!0;
%"2
'/10E-
0
02%8
! ""#
-% . % H!
%%- !%
-
%
<%
1
=% 2%-
=% %%-
-% ?*%
#'
'%+
@ * !& %
%%
. - A 2
**
'% ?*%
#'
'%+
@ * !& %
%%
. - A 2
**
E-'%6%'//0
A%)%$;!0;
%"2
'/10E-
0
02%8
! ""#
#' #$$%#!&
@ * !& %
. - A 2
**
E-'%6%'//0
A%)%$;!0;
%"2
'/10E-
0
02%8
Resolution
Project Analysis and Staff Recommendation
National Underground Railroad Freedom Center- Memorandum of
Understanding for Construction Reimbursement
Commission Assessment Team: Tony Capaci, project manager
Background: The Society states, “the mission of the National Underground Railroad Freedom
Center is to reveal stories about freedom's heroes, from the era of the
Underground Railroad to contemporary times, challenging and inspiring everyone
to take courageous steps for freedom today.”
According to NURFC officials, the plan would call for the existing bond debt to be
transferred to another yet-to-be established entity, unsecured, leaving the facility
debt-free (a condition of the federal transfer).
Legal Agreements
Signatory: Donald Murphy, CEO
Reimbursement
Certification By: Benjamin Reece, CPA, finance director
Legislative History:
Facility Information
Name: National Underground Railroad Freedom Center (the “Center” or the “Facility”)
Project Information
Scope: The Freedom Center is a $117.7 million project, opened in August 2004, and
features three pavilions celebrating courage, cooperation, and perseverance.
The current appropriation will reimburse the Sponsor for construction expenses
previously incurred but not yet reimbursed (the “Project”).
Project Need
Financial Assessment
Commission staff analyzed the Sponsor’s financial statements, including the following:
• internally generated financial statements for year-to-date July 31, 2009 (“YTD09”);
• audited financial statements for fiscal-years-ending December 31, 2008, and 2007
("FYE08" and “FYE07”);
• five-year pro forma; and
• internally generated statements through October 31, 2009 (used solely to observe
whether the organization’s financial trends have changed; they have not).
Increase Increase
YTD09 (Decrease) FYE08 (Decrease) FYE07
ASSETS:
Total Current Assets $ 4,431,282 $ (3,287,603) $ 7,718,885 $ (6,599,903) $ 14,318,788
Total Other Assets $ 6,522,591 $ (18,090,270) $ 24,612,861 $ (2,061,470) $ 26,674,331
Total Long-Term Assets $ 76,070,093 $ (2,413,368) $ 78,483,461 $ (4,233,014) $ 82,716,475
TOTAL ASSETS $ 87,023,966 $ (23,791,241) $ 110,815,207 $ (12,894,387) $ 123,709,594
LIABILITIES:
Total Current Liabilities $ 408,635 $ (667,621) $ 1,076,256 $ (308,808) $ 1,385,064
Total Long-Term Liabilities $ 27,000,000 $ (19,000,000) $ 46,000,000 $ (3,000,000) $ 49,000,000
TOTAL LIABILITIES $ 27,408,635 $ (19,667,621) $ 47,076,256 $ (3,308,808) $ 50,385,064
NET ASSETS:
Unrestricted $ 58,772,883 $ (3,790,355) $ 62,563,238 $ (9,142,202) $ 71,705,440
Temporarily Restricted $ 822,448 $ (333,265) $ 1,155,713 $ (443,377) $ 1,599,090
Permanently Restricted $ 20,000 $ - $ 20,000 $ - $ 20,000
TOTAL NET ASSETS $ 59,615,331 $ (4,103,620) $ 63,718,951 $ (9,585,579) $ 73,304,530
Solvency:
An organization is solvent when assets are greater than liabilities. The Sponsor is solvent because net assets
are positive (YTD10 total assets are $87M; total liabilities are $27.4M).
Another gauge of solvency is whether or not the institution has sufficient net assets to pay off long-term debt.
The viability ratio (unrestricted net assets minus capital assets minus restricted endowments plus long-term
debt divided by total debt) measures one of the most basic determinants of clear financial health: the
availability of expendable net assets to cover debt should the institution need to settle its obligations as of the
Statement of Financial Position date. A ratio in the range of 1.25 to 2.0 indicates a strong creditworthy
institution.
YTD09 FYE08 FYE07
Viability Ratio 0.34:1 0.65:1 0.77:1
The viability ratio is below what is considered creditworthy due to $27M in bond debt and only $10M
in liquid assets (the book value of the building is $76M of total assets of $87M).
During YTD09 the sponsor liquidated $18M in investments and paid off $19M in bonds as part of a
negotiated settlement when the Sponsor failed to meet bank covenants (see the following Leverage section).
Liquidity:
Liquidity relates to availability of, access to or convertibility to cash. A test of liquidity is current ratio (current
assets divided by current liabilities), which indicates how many times over the entity can pay its current
liabilities with its current assets. (Note: Restricted current assets were not used to calculate the current ratio
because they generally are not available to service current liabilities. Including restricted current assets in the
calculation could have the effect of artificially inflating the current ratio.) A current ratio of greater than 1:1 is
considered acceptable.
YTD09 FYE08 FYE07
Current Ratio 10.8:1 7.2:1 10.3:1
The current ratio is high due to nearly $3.7M in pledges receivable which, per the Sponsor, are not restricted
and are available for operations once collected.
The Sponsor’s YTD09 working capital is $4M. Days of cash-on-hand (an indication of how many days an
organization can pay expenses if its revenue stream ceases) at 12, is significantly lower than the 30-day
norm.
Leverage:
Leverage is the degree to which a sponsor is borrowing money. A measure of leverage is debt ratio (debt
divided by total assets).
YTD09, the Sponsor’s total assets are $87M and total debts are $27M. The debt ratio, which indicates what
proportion of debt an organization has relative to its assets, is 31 percent. This means that for every $1.00 of
assets, the Sponsor has $0.31 in debt.
YTD09
Debt Ratio without building 271%
value included
Reimbursement agreements related to the letter of credit no longer require the Sponsor to make annual
principal reductions until the bond sinking fund payments start or the letter of credit agreements are
amended.
NURFC did not meet ongoing bank covenant requirements at either measurement (June 30 or December 31,
2008) and rather than call the letter of credit, the bank required the Sponsor to pay off $19M in local bond
debt by liquidating investments, and then the bank extended a revised letter of credit. The letter of credit
currently extends to July 2010, with prior instances of noncompliance waived.
Increase Increase
YTD09 (Decrease) FYE08 (Decrease) FYE07
A decline in revenues from FYE08 to FYE09 is due to decreases in government grants and admissions.
Average monthly grants and admissions at FYE08 was $649K; YTD09 average monthly grants and
admissions is $178K.
Pre-Depreciation
Surplus (Deficit) $ (1,717,000) $ (1,845,000) $ 520,000 $ 614,000 $ 569,000
Investment Income $ (258,000) $ (86,800) $ (45,000) $ (64,000) $ (79,000)
Interest Expense $ 1,008,000 $ 937,000 $ 222,000 $ 217,000 $ 212,000
Post-Depreciation
Surplus (Deficit) $ (2,467,000) $ (2,695,200) $ 343,000 $ 461,000 $ 436,000
The Sponsor’s submitted pro forma assumes enactment of the proposed federal legislation to transfer title of
the facility to the federal government, as well as transferring the bulk of the bonds payable to a second entity.
The proposal calls for the bonds to be unsecured. In FYE11, revenues increase $4M to $8.4M due to
operating subsidies by the federal government, and interest expense decreases to $222K because bonds
payable have been transferred. The result is a projected pre-depreciation surplus in FYE11 and beyond. It is
clear that without the federal transfer and subsidies, the organization is not sustainable.
Although the Commission approved the Determination of Need on October 9, 2001, in resolution R-
01-26, the Sponsor’s financial condition has changed significantly for the worse since then. Prior to
the expenditure of these new state capital funds, the Sponsor must demonstrate a viable business
model. The Sponsor has indicated it plans to do so through federalization of the facility.
A review of the Sponsor’s solvency, liquidity, leverage, change in net assets and pro forma indicates it is
unlikely the Sponsor will be able to operate the Facility and present culture to the public over a sustained
period of time in accordance with Section 3383.07 of the ORC unless the proposed arrangement with the
federal government is put in place.
See Exhibit E for a summary of the Sponsor’s financial statements.
Regional Support
Matching Resources
The Sponsor demonstrated a minimum of non-state matching resources equal to at least 50 percent of
the total state funding of $15,500,000 (a minimum of $7,750,000). Matching resources were
substantiated in November 2008. On October 9, 2001, Substantial Regional Support was confirmed by
the Commission in resolution R-01-26. The following table is provided for informational purposes.
Funding Model
Although on October 9, 2001, the Commission confirmed Substantial Regional Support in resolution
R-01-26, the Project is no longer Fully Funded. In order for the new state capital funds to be paid out,
the Sponsor must demonstrate that the Project is Fully Funded. Since the Sponsor did not meet bank
covenants in 2008, the bank required the Sponsor to sell $19M in investments to pay down the local
bond balance. The $7.75M unsubstantiated funds listed in the table below were the projected
investment income from these $19M in investments that were sold.
Conditions of Approval
Recommendation: The materials submitted by the Sponsor were reviewed and analyzed, and the
Commission project analyst, project managers, assistant director for project services, and executive
director recommend approval of Resolution R-10-04 with the following conditions:
• The Sponsor provides to the Ohio Public Facilities Commission (the “OPFC”), the
Treasurer of State and the Commission an opinion of nationally recognized bond
counsel, acceptable to the Treasurer of State, and addressed to the OPFC, the
Treasurer of State and the Commission, stating that the financing structure, ownership
and/or operational/management structure will not a) adversely affect the validity of the
state-issued tax-exempt bonds; and b) will not adversely affect the exclusion of the
interest on the state-issued tax-exempt bonds from the gross income of the holders of
the state-issued tax-exempt bonds for federal income tax purposes;
• In recognition that the Project is no longer Fully Funded, the escrow funds on deposit
in the Commission’s capital donations fund will remain in escrow until the state bonds
are retired. “Fully Funded” means that funds have been raised for the total costs of the
Project including all hard costs, soft costs and start-up costs and, the operating
endowment for the Project. “Raised” means receipt of written pledges from
creditworthy entities, written funding commitments from governmental entities, written
guarantees from creditworthy entities (in a form approved by the Ohio Attorney
General’s Office), cash receipts or any combination of the foregoing, all as determined
in the sole discretion of the executive director of the Commission; and
• The Sponsor provides the Commission with status reports each calendar quarter,
within thirty days of the quarter ending, beginning the second quarter of 2010, until
such time as the federal legislation is enacted. Depending on the contents of these
reports, the Commission may reconsider its approval should the financing structure,
ownership and/or operational management structures prove unacceptable to the
OPFC, the Treasurer of State and/or the Commission.
Other Assets
Other Assets $ 603,096 7.49% $ 561,074 -4.92% $ 590,119
Investments $ 5,919,495 -74.89% $ 23,577,212 -9.54% $ 26,064,212
Assets Limited As To Use (restricted) $ - -100.00% $ 474,575 2272.88% $ 20,000
Total Other Assets $ 6,522,591 -73.50% $ 24,612,861 -7.73% $ 26,674,331
Long-Term Assets:
Museum Facility. Net $ 76,070,093 -3.08% $ 78,483,461 -5.12% $ 82,716,475
Historical Collections $ - 0.00% $ - 0.00% $ -
Total Long-Term Assets: $ 76,070,093 -3.08% $ 78,483,461 -5.12% $ 82,716,475
Liabilities
Current Liabilities:
Accounts Payable $ 140,212 -39.43% $ 231,472 -33.96% $ 350,516
Accrued Liabilities $ 137,545 -48.87% $ 269,017 20.02% $ 224,150
Interest Payable $ 67,856 -80.69% $ 351,400 -10.40% $ 392,201
Deferred Revenue $ 63,022 -71.91% $ 224,367 -46.35% $ 418,197
Total Current Liabilities $ 408,635 -62.03% $ 1,076,256 -22.30% $ 1,385,064
Long-Term Liabilities
Tax Exempt Bonds Payable $ 27,000,000 -41.30% $ 46,000,000 -6.12% $ 49,000,000
Total Long-Term Liabilities $ 27,000,000 -41.30% $ 46,000,000 -6.12% $ 49,000,000
Net Assets
Unrestricted $ 58,772,883 -6.06% $ 62,563,238 -12.75% 71,705,440
Temporarily Restricted $ 822,448 -28.84% $ 1,155,713 -27.73% 1,599,090
Permanently Restricted $ 20,000 0.00% $ 20,000 0.00% 20,000
Total Net Assets $ 59,615,331 -6.47% $ 63,738,951 -13.07% $ 73,324,530
Total Liabilities and Net Assets $ 87,023,966 -21.47% $ 110,815,207 -10.42% $ 123,709,594
Note: 1) Prepaid expenses 2009 amount estimated using 2008 for purposes of determining the "Other Assets" amount where prepaid expenses were includ
Exhibit E 1 of 2
EXHIBIT E
Expenses
Museum Programs $ 866,428 -72.11% $ 3,107,028 -27.48% $ 4,284,281
Administrative and General $ 1,641,589 -30.24% $ 2,353,061 35.92% $ 1,731,222
Fundraising, Developments, and Communications $ 1,169,619 -17.20% $ 1,412,517 -49.58% $ 2,801,597
Other Programs $ 142,012 -89.01% $ 1,292,082 53.05% $ 844,231
Interest Expense $ 729,132 -66.03% $ 2,146,243 -13.56% $ 2,482,793
In-Kind Expenses $ 93,938 -65.70% $ 273,891 486.42% $ 46,706
Depreciation $ 2,463,200 -43.23% $ 4,338,937 -4.76% $ 4,555,891
Depreciation $ (2,463,200) -43.23% $ (4,338,937) -4.76% $ (4,555,891)
Total Expenses (net of depreciation) $ 4,642,718 -56.14% $ 10,584,822 -13.17% $ 12,190,830
Net Assets at the Beginning of Year $ 63,738,951 -13.07% $ 73,324,530 -5.60% $ 77,672,626
Net Assets at the End of Year $ 59,615,333 -6.47% $ 63,738,951 -13.07% $ 73,324,530
Ratios
Current Ratio 10.8 51.20% 7.2 -30.63% 10.3
Working Capital $ 4,022,647 -39.44% $ 6,642,629 -48.64% $ 12,933,724
Days of Cash-On-Hand 12 -86.01% 82 -43.92% 147
Debt Ratio 31% -25.26% 42% 4.80% 40%
Viability Ratio 0.34 -47.78% 0.65 -15.72% 0.77
Exhibit E 2 of 2
Project Registration Form
Project Detail Form
* 0,# ;
' <&#
(
#
' ,
+#(,"###",,-#-!-.-#($#,/-#",0,#
-123-4!"##!-!"&51,6,-3,-3"
($"-,#.,%#&'($#!(&#()(#*7---#-
#&-#-#!"(#7-,#-3"#,#",'($#!(
&#(##.#5-3,&&$$(-.$5##/
#!$#!--.-"#"(##(5,)(#*&-#&-,,
"$,"#"(##!-#,-5(53,'(8-(#!(,
1#&(3(,#&-&&#"!-9,#.,-#-1&&"#((
-.(51,,56.,)(#*##-(,#11
&(1,##,#/,1#&(.&
(
'
0,#*!&!&)&-*#--#3
:-#(838!
=$#"
*#&!!-30,#;
;>3&>;
3"6>;
! ""
. %#
*,
*:0
3 ! @
' )
0,#
: ;
' <&#
0,#*!&!&)&-*#--#3
:-#(838!
=$
#"
*#&!!-30,#;
;>3&>;
3"6>;
! ""
!#($ $
?-
6=9
,
?
,
' ,
+#(,"###",,-#-!-.-#($#,/-
#",0,#-123-4!"##!-!"&51,
6,-3,-3"($"-,#.,%#&'($#!(
&#()(#*7---#-#&-#-#!
"(#7-,#-3"#,#",'($#!(&#(#
#.#5-3,&&$$(-.$5##/
#!$#!--.-"#"(##(5,)(#*&-#
&-,,"$,"#"(##!-#,-5(53,
'(8-(#!(,1#&(3(,#&-&&#"!-
9,#.,-#-1&&"#((-.(51,,5
6.,)(#*##-(,#11&(
1,##,#/,1#&(.&
,
,1!-!"&51-#-!(#1#5.#(
$#!(/$A!
(.!&#.$!$!-
;
8.&..#.#-,"!((6,#--"#,
%#&'($#!(&#()(#*
0,#*!&!&)&-*#--#3
:-#(838!
=$#"
*#&!!-30,#;
;>3&>;
3"6>;
! ! " ##
"
*
!+
2!+",,++,0+'(3!,!(/!&!
+,,+'(($!&!(4++&.!
5!(!04!0.+(!&("4++,&!0/,(.!&,
++,".+,4+!"+++"&,,!&,
!./!!(/,!#+)("*!&,!&,
+!++("&,!&&,2+/+!,,4&&
"(!(,/(04+!+05/!+)("*
,(+44!&!(!4+!+"!1+4&(!
/&!
2!0",,+4++4!&&,+)("*!(
,(4!&&,,+&&!,,",.!+4.!()("3!,
!,,+!
#+)("*,!/&!4++4&",!(,
+((!&,!(!6!,""!.&!!(
!,!(+!,+!!(!+!,("!(+&/
,&!(!"!!&&75!"/&,&((,0!.
8! 9,83/!13,.!(+,:!!&)("
*(!(870(!0)(";,84!(,
#+/ ,,(!!&.&!&!("(,#+)("
*,!!(!&+,0",".,!(
&#+,<!//!+,1,"0(,"/&05/&!
++,5/,+/!,,+"!,"!/+,!(!
,/!(!(!&!(&#+&"!!&+
)("*,/"!!&!(++!&7"!&&0.+
)("*,+/+(&/"+*!
4++=!&43!("+4,!(+$(,!&&/!1
+!,
?+*&!&)!&,*"",,.
7!,!(3.3
=!>
*&",.?+@
@>.&>@
.!5>@
! ! " ##
#+!(A,+!,!//(/ (,+/!,!(4
/!(,#+B"&&!/!&!"/!4!,+!(0
C+=//!((4D#+B"&&(##+
)!"/!"+/!,,+!(0C+=//
E",//+!/!&!(/!!!,,!&+
!!&,,,+%!!&'(($!&!()("*
#(!+0!(0+!/!,4++)("*
!///!"&"&&,4!(,+,")!&0)"+/!
,+)("*+!,(,!,"&!&
/!,.(!,!(((!&,.&0+","!&0
,&.",(!!&/!",!(/&/!",!,4&&!,
+(!(",,,&!&!(!&,+&+&(!(!
, "+
( ((
#$
B..
(
*!,+;!( B
:!&2
=&(, B
?/!7(4" B
*0E" B
)(!&E" B
..
39!&! B
?+ B
)-!
=&.,+&+&(.,!(/,;!,,"!&",
!&&,!,!(,!&,
?+*&!&)!&,*"",,.
7!,!(3.3
=!
>
*&",.?+@
@>.&>@
.!5>@
! ! " ##
) + /
* .
,D
.
*!,+;!( B B B
*0E" B B B
)(!&E" B B
.
. B
.
.
?+*&!&)!&,*"",,.
7!,!(3.3
=!>
*&",.?+@
@>.&>@
.!5>@
! ! " ##
*0)(, B
3:"/", B
75+, B.>>.
?+ B
=", B.
'&, B@.
!()(, B
:,! B.
?/!7</" B
+!&=!"
B
=!"*,&!
*,!!
B..
= !!
!(
(",!*,, B
J!&), B
#&21 B.
?+ B@.>>.
& B.>.
$
?+*&!&)!&,*"",,.
7!,!(3.3
=!@>
*&",.?+@
@>.&>@
.!5>@
! ! " ##
+ B
@
!<
. !/
= .
0 I
=
I
@
?(
)
@ ( "%
!+ A 0
((
! ?(
)
@ ( "%
!+ A 0
((
?(
?+*&!&)!&,*"",,.
7!,!(3.3
=!>
*&",.?+@
@>.&>@
.!5>@
! ! " ##
)
@ ( "%
!+ A 0
((
B
!
C
2!,,,,!!&,.5/,,!(/!!&
"!,",!(!.,!&0."",
!"+&0!,,:!((4+!,&,!,!
,0,+!!"/&(#+,0,/,
,!.!&0.5+5/#(!+)("
*+!,5/(,!&&!!&,&,"
+,,0,)+".E1*,"$,!+%+
"!+!,&0"/&(!((/+/+4
,!+/ 4++!&,&,!++,!,!
,,
IG.&1&00&1&0,+)("
*I@G!(0,"4+!&1&0""(+
)("*+,
G$,!+((0
%F',+4(+!,,,+)*!(++!&
!(!&&,!,!+,5/+++!
,,,!0+"! +.&(
,/,!(&!&,,
& "%
#+)("*+!,!"!1/&!+!!&&,+
+!((&&!5/(,!,4&&!,,!81(8
,"!,"(!"/,
( E A$)
$ <() %
$ F %
:0,+.,""!!&,?;=?!((,,!(/0+*"",,!0,/(
?+*&!&)!&,*"",,.
7!,!(3.3
=!>>
*&",.?+@
@>.&>@
.!5>@
Resolution