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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2011 Meeting Page 1 of 9

Project Analysis and Staff RecommendationNational Underground Railroad Freedom CenterCommission Assessment Team: Tony Capaci, chief analyst and Amy Rice, chief project manager

National Underground Railroad Freedom Center 50 E. Freedom WayCincinnati, Hamilton County

Facility and Project Sponsor Information

ExecutiveSummary: The National Underground Railroad Freedom Center (Freedom Center,

NURFC, or the Sponsor) is a museum that explores a range of freedomissues. The center offers lessons and reflections on the struggle for freedom andfeatures three pavilions celebrating courage, cooperation, and perseverance.

The state appropriated $15.5M to the Freedom Center which opened in Augustof 2004. The Commission previously approved $14.65M of the funding, whichhas been reimbursed.. Under NURFCs current operating structure,sustainability is an issue. The Commission is holding $462K in escrow in theevent the Sponsor is unable to continue to operate the facility. In May 2009, theCommission authorized a Memorandum of Understanding, spelling out theconditions under which full approval could be granted to the Freedom Center forthe most recent appropriation of $850,000. The MOU contemplates that theFreedom Center will obtain Congressional approval to federalize the facility, andfederal funding will be provided for a portion of the operating costs. NURFCsvision is that the federal government will establish a federal museum and anoversight commission to commemorate the ending of chattel slavery in theUnited States. A discussion draft of this legislation was completed in October2009. Preliminary terms include the gifting of the facility to the United Statesgovernment and the United States government, via an appointed board of

trustees, operating the facility in cooperation with the Secretary of the Interior andother federal agencies. The federal legislation has not been approved, but theFreedom Center anticipates that will be approved in 2011. Commission staff

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recommends approval of the project contingent on the Sponsor providing the

recommended guarantee and business plan.

Facility Overview: The Center consists of a 160,000-square-foot facility located on the Cincinnatiriverfront that opened in 2004. Features of the facility include a museum,interactive story theaters, computer networking to other Underground Railroadsites, arts and education facilities, and a public forum space.

The Center is owned and operated by the Sponsor, an Ohio nonprofit corporationsince 1995.

Culture Presented: The preservation and presentation of features of historical interest or significance.

SponsorBackground: The Sponsor 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 everyoneto take courageous steps for freedom today.

Project Information

Scope: The current appropriation will reimburse the Sponsor for construction expensespreviously incurred but not yet reimbursed (the Project). The project consists ofreimbursing $850,000 on an appropriation awarded in H.B. 562.

Regional Support

Matching ResourcesThe Sponsor demonstrated a minimum of non-state matching resources equal to at least 50 percent ofthe 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 bythe Commission in resolution R-01-26. The following table is provided for informational purposes.

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Amount

$0

$0

$0

$0

$0

$34,000,000

$0

$4,500,000

$12,000,000

$0

$0

$50,500,000

$7,750,000

Federal Government

Site Valuation

Other

Total Matching Resources

Minimum Match

Irrevocable Written Pledges

In-Kind Contributions (up to 50%)

Operating Endowment

Private Contributions

County Government

City Government

Source

Cash-on-Hand

Funds Already Expended on Project

Funding Model

Amount Substantiation

$15,500,000

$0

$63,000,000

$0

$6,000,000

$22,200,000

$11,650,000 $7,750,000 not substantiated

$106,700,000

$117,744,000

Total Funding Sources

Total Project Budget

Cash-On-Hand

Private Contributions

County Government

City Government

Federal Government

Other (future investment income)

Source

State Funding

The Project is complete and was previously funded as indicated in the table above. However, twosignificant events have since transpired affecting the value of the project. The first is that theconsortium of banks settled $47M bond debt in exchange for $24M held in investments (a secondposition lien on the facility was held as collateral; the lien has been released)The second event is that,appurtenant to GAAP,because the assets value is impaired management wrote down the carryingvalue of the facility from $78M to $32M at FYE09. Therefore when analyzing the funding for theproject, staff reviewed a completed project valued at $32M without any debt and calculated that theproject is fully funded.

Project Need

Commission staff analyzed the Sponsors financial statements, including the following:

internally generated financial statements for year-to-date September 30, 2010 ("YTD10")

Comment [kf1]: Will need to add some nexplain how they arrived at full funding and the recent changes noted later in our analysis

Should we change the explanation inSubstantiation? Should we add a second cshowing the calculation explained in the not

Deleted: (which the facility was held ascollateral)

Deleted: .

Comment [kf2]: Need to confirm lien relNURFC ask for written confirmation or ckwebsite for property liens.

Deleted: when an

Deleted: ,

Deleted:

Deleted: concluded

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audited financial statements for fiscal-years-ending December 31, 2009 and 2008 (FYE09

and "FYE08") five-year pro forma

Statement of Financial Position Summary

YTD10 % Change FYE09 % Change FYE08

ASSETS:

Current Assets

Unrestricted 3,248,185$ 9.21% 2,974,206$ -61.47% 7,718,885$

Restricted -$ NC -$ NC -$

Long-Term Assets 32,639,131$ -16.09% 38,897,769$ -62.27% 103,096,322$

TOTAL ASSETS 35,887,316$ -14.29% 41,871,975$ -62.21% 110,815,207$

LIABILITIES:

Total Current Liabilities 618,721$ 0.58% 615,126$ -42.85% 1,076,256$

Total Long-Term Liabilities -$ -100.00% 27,000,000$ -41.30% 46,000,000$

TOTAL LIABILITIES 618,721$ -97.76% 27,615,126$ -41.34% 47,076,256$

NET ASSETS:

Unrestricted 33,357,286$ 147.29% 13,489,393$ -78.44% 62,563,238$

Temporarily Restricted 954,643$ 27.72% 747,456$ -35.33% 1,155,713$

Permanently Restricted 956,666$ 4683.33% 20,000$ 0.00% 20,000$

TOTAL NET ASSETS 35,268,595$ 147.38% 14,256,849$ -77.63% 63,738,951$

TOTAL LIABILITIES AND NET ASSETS 35,887,316$ -14.29% 41,871,975$ -62.21% 110,815,207$

Solvency:

An organization is solvent when assets are greater than liabilities. The Sponsor is solvent because net assetsare positive (YTD10 total assets are $35.9M; total liabilities are $0.6M).

YTD10, the Sponsor had no debt; therefore, a viability ratio was not calculated.

Liquidity:Liquidity relates to availability of, access to or convertibility to cash. A test of liquidity is current ratio (currentassets divided by current liabilities), which indicates how many times over the entity can pay its currentliabilities with its current assets. (Note:Restricted current assets were not used to calculate the current ratiobecause they generally are not available to service current liabilities. Including restricted current assets in thecalculation could have the effect of artificially inflating the current ratio.) A current ratio of greater than 1:1 isconsidered acceptable.


Current Ratio 5.25 8.58% 4.84 -32.58% 7.17

The Sponsors YTD10 working capital is $2.7M). Days of cash-on-hand (an indication of how many days anorganization can pay expenses if its revenue stream ceases) at 22 is lower than the 30-day norm.

Leverage:

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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 has no debt; therefore, a debt ratio is not calculated.

Change in Net Assets:Change in net assets examines changes over several years to see where an entity is headed.

Operating Change in Net Assets Summary


Total Revenues (net of capital income raised) $ 5,000,030 17.17% $ 4,267,276 -45.19% $ 7,785,726

Total Expenses (net of capital expenses) $ 5,670,869 -30.48% $ 8,157,132 -22.94% $ 10,584,822OPERATING CHANGE IN NET ASSETS (pre-

depreciation and pre-realized/unrealized

gain/(loss) on investments) $ (670,839) -82.75% $ (3,889,856) 38.97% $ (2,799,096)

Impairment loss (FAS-144 adjustment) $ - -100.00% $ (42,200,000) NC $ -

Extraordinary income (debt settlement) $ 24,150,000 NC $ - NC $ -

Realized/Unrealized Gain/(Loss) onInvestments $ 26,517 -94.22% $ 458,825 P $ (2,447,546)

Depreciation $ (2,494,182) -35.23% $ (3,851,071) -11.24% $ (4,338,937)OPERATING CHANGE IN NET ASSETS

(post-depreciation and post-

realized/unrealized gain/(loss) on $ 21,011,496 P $ (49,482,102) 416.21% $ (9,585,579)

Pro Forma Review:A pro forma review is a projection showing anticipated expenses and revenues for the period.

Operating Pro Forma Summary

Revised - Private Support Escalating

FYE11 FYE12 FYE13 FYE14 FYE15

Total Revenues (net of capital income raised) $ 3,816,900 $ 3,870,000 $ 4,523,000 $ 4,627,000 $ 4,731,000

Federalization Revenue $ 750,000 $ 3,000,000 $ 3,000,000 $ 3,000,000 $ 3,000,000

Total Expenses (net of capital expenses) $ 5,665,400 $ 5,722,000 $ 5,779,000 $ 5,837,000 $ 5,896,000

Pre-Depreciation Surplus/(Deficit) $ (1,098,500) $ 1,148,000 $ 1,744,000 $ 1,790,000 $ 1,835,000

Depreciation $ (3,325,576) $ (3,325,576) $ (3,325,576) $ (3,325,576) $ (3,325,576)

Post-Depreciation Surplus/(Deficit) $ (4,424,076) $ (2,177,576) $ (1,581,576) $ (1,535,576) $ (1,490,576)

Revised - Private Support Flat

FYE11 FYE12 FYE13 FYE14 FYE15

Total Revenues (net of capital income raised) $ 3,613,900 $ 3,364,000 $ 3,964,000 $ 4,015,000 $ 4,066,000

Federalization Revenue $ 750,000 $ 3,000,000 $ 3,000,000 $ 3,000,000 $ 3,000,000

Total Expenses (net of capital expenses) $ 5,665,400 $ 5,722,000 $ 5,779,000 $ 5,837,000 $ 5,896,000

Pre-Depreciation Surplus/(Deficit) $ (1,301,500) $ 642,000 $ 1,185,000 $ 1,178,000 $ 1,170,000Depreciation $ (3,325,576) $ (3,325,576) $ (3,325,576) $ (3,325,576) $ (3,325,576)

Post-Depreciation Surplus/(Deficit) $ (4,627,076) $ (2,683,576) $ (2,140,576) $ (2,147,576) $ (2,155,576)

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Footnote: According to the sponsor, if legislation approving federalization is passed prior to September 30, 2011 $3M will be remitted by the federalgovernment to the Freedom Center immediately. For purposes of the pro forma,Commission staff reported the federalization income on the accrualbasis and recognized only three-twelfths of the projected remittance in FYE11.

The consortium of banks that previously held the debt for the Freedom Center have exchanged $47M inlocal bond debt for approximately $24M the Freedom Center was holding in investments. The net result ofthe bond settlement is an extraordinary gain of approximately $24M in YTD10.

Also material to the Freedom Centers financial position is the adjustment of the carrying value of thebuilding on the FYE09 financial statement. The previous building balance of $78M in FYE08 was writtendown to $32M in FYE 09 as a result of FAS 144, the GAAP pronouncement applicable to Accounting for theImpairment or Disposal of Long-LivedAssets.Additionally, the Freedom Center continues to operate at a deficit, as is evidenced by a pre-depreciation,pre-extraordinary gain, operating deficit of ($670K) at YTD10, a pre-depreciation loss of ($3.9M) at FYE09,operating deficits in previous years, and the Sponsor-prepared pro forma indicating pre-Federalizationlosses exceeding ($1.8M) for the out years. The Commission staff observes that the Freedom Center is in

danger of not continuing as a going concern unless federalization is realized.

Federalization would result in the Facility being gifted to the Federal Government (free and clear of anyliens, including the Commissions current lien on the facility), and the U.S. Government would operate themuseum commemorating the ending of chattel slavery in the United States.

According to the sponsor, if federalization takes place, the Freedom Center expects to receiveapproximately $3M/year in operating revenues on a permanent basis, enabling the Freedom Center togenerate operating surpluses starting at $1.15M for each twelve month period beginning with October 1,2011, the start of the next Federal fiscal year. Therefore, when reviewing the Freedom Centerssustainability, Commission staff heavily weighed the probability for successful federalization of the FreedomCenter. According to the Sponsor, the most updated information currently available indicates that SenatorSherrod Brown supports the legislation that was discussed in draft form in October of 2009, and theFreedom Center management is optimistic that the legislation will be passed. The Sponsor anticipates thatthe funds would be received in the [fourth] quarter of 2011, if [it is] successful in getting the language signed

and passed prior to [September 30, 2011].

Even if the effort to secure federalization is successful, there remains a challenge in meeting operating cashflow needs until such time as the Federal funds are received. A review of the liquidity position calls intoquestion the ability of the Freedom Center to meet its obligations in the first quarter of 2011 and beyond.Commission staff requested and reviewed a Sponsor-prepared cash flow schedule that starts in the fourthquarter of 2010 and ends at the fourth quarter 2011. The cash flow assumes Commission funding of $850Kin February of 2011 and indicates positive cash balances until federalization is anticipated to take place inOctober of 2011, at which timenthe Freedom Center would possibly receive $3M in federal funding.

In reviewing the projected cash flow Commission staff notes projected operating cash outflows aresignificantly less than recent actual operating costs shown in the prior year audit and the YTD financialstatements. The projected decreases are due to cuts in fundraising and professional lobbyingexpenses .In response to inquiries as to how projected fundraising cash inflows will be achieved when cuttingfundraising expenses, the sponsor responded that they hired a new director of development, which should

enable the Freedom Center to cut fundraising costs while achieving their fundraising goals.. The Sponsorsresponse regarding the impact of cutting professional lobbying expenditures before federalization issecured: the lobbyist will be working pro bono.. In order to achieve the positive cash balances as indicatedby the projected cash flow, fundraising cash inflows must continue to be realized at a level which has onlyrecently been accomplished, as indicated by the year to date financials, but which is substantially higher

Deleted: /welfths in FYE11

Deleted: The Commission staff believe

Freedom Center is in danger of not contas a going concern without the realizatiofederalization. Accordingly,

Comment [kf3]: Did the Auditors makestatement or is it our staff opinion? Identifyopinion this is.

Comment [t4R3]: It is our opinion howeraise a good point.. if NURFC were to have12/31/10 audit there is a good chance (in myopinion) they would not get an unqualified opinion. They may get a qualified opinion bgoing concern issues. I think it would beunreasonable to require a 12/31/10 audit beFebruary meeting but we may want to consirequiring the freedom center get from their aa a special management report attesting the gconcern issue prior to the February meeting.me know your thoughts.

Deleted: t

Comment [kf5]: Need TC & CB assistanunderstand this

Comment [CB6]: The difference betweeamount owed and the amount paid must be cas income. This is a one-time gain and we dwant to include it in the operating numbers, $24M (the amount forgiven) is put below and called extraordinary.

Comment [kf7]: Chris, thanks for theexplanation. Please add this explanation to thnarrative.

Comment [kf8]: Did the Auditors makestatement or is it our staff opinion? Identifyopinion this is.

Comment [t9R8]: It is our opinion howeraise a good point.. if NURFC were to have12/31/10 audit there is a good chance (in myopinion) they would not get an unqualified opinion. They may get a qualified opinion bgoing concern issues. I think it would beunreasonable to require a 12/31/10 audit beFebruary meeting but we may want to consirequiring the freedom center get from their aa a special management report attesting the gconcern issue prior to the February meeting.me know your thoughts.

Deleted: is the prospect that he Facil

Comment [kf10]: We need to examine wthis is possible, given that we put old bondthe facility.

Deleted: will use the Freedom Center to

Comment [kf11]: Delete this? We are nable to prognosticate this...

Deleted: is backing

Deleted: pending issue eeting opera

Deleted: cost ash outflows are signifi

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than years past. In evaluating the Freedom Centers ability to achieve the fundraising cash inflow,

Commission staff notes the Freedom Center and new director of development must contend with achallenging environment for fundraising, including an uncertain economy, possible donor fatigue, and theeffect the write down of the building may have on potential donor enthusiasm. Also, the fundraising outlookmay be influenced positively by certain factors including the effect the bond settlement has on donorperspective as well as the prospect of federalization.. Commission staff concludes that, there remainformidable uncertainties regarding achieving the fundraising levels necessary to create the projectedpositive cash balances

In formulating its recommendation, the Commission staff observes that only one alternative is available topotentially enable fulfillment of the overall goal, which is to enable the Freedom Center facility continue tooperate..Since operating costshave been cut drastically in years past and cannot realistically be cut muchfurther, and because operating revenues have historically been insufficient to cover costs, it appears thatthe most promising alternative is federalization as contemplated by the Sponsor. Commission staffcalculated the dollar amount of outstanding bonds allocated to the Freedom Center to be $7.4M as ofOctober 2010 out of $14.7M. The outstanding bonds will be paid off by the stateover the next 10 years..

These calculations do not include the $850K currently being considered for approval by the Commission.Commission staff evaluates the risk to the state as high if the sponsor were to stop operating in 2011.Therefore, the alternative of not approving the Commission funds and thereby exacerbating a very difficultfinancial position may lead to closure of the Freedom Center before federalization can be approved.Approval for the $850,000 Project appears to be necessary to keeping the Freedom Center open while theycontinue to pursue federalization.

However, Commission staff recommends such an approval only conditionally, to eliminate any additionalrisk. Commission staff recommends the Commission approve the Project contingent on execution of aguarantee in an amount equal to the current appropriation of $850,000. John Pepper, a founding boardmember of the Freedom Center and Chairman-emeritus of Proctor & Gamble has agreed to sign theguarantee.Such a guarantee would ensure the Commission is not placing the new state funds at risk; inaddition, this contingent approval reduces the states risk associated with $14.5M of appropriationspreviously approved because the Freedom Center will have time to continue to seek federalization.Commission staff also recommends the Commission require abusiness plan, approved by the Freedom

Center board,with fallback arrangements in the event the Sponsor-prepared cash projectionsproveinfeasible..

The Commission holds approximately $460K in an escrow fund for a management transition in the eventthe Freedom Center is unable to continue to operate. The escrowed funds would be used to pay costs ofheating, cooling, insuring, and securing the building until till such time as another organization could beidentified to operate the building as a cultural facility.

Finally, noteworthy for the Commissions deliberations regarding the Freedom Center, is the Federalrequirement that the Facility be free of all liens in order for Federalization to take place. This criterion wouldrequire the Commission to release its first lien position on the facility at the point in time when the federalgovernment commits to providing operating funds. As stated previously, it appears that the lower riskalternative at this point in time is to release the state funds in exchange for a guaranty in an equal amount.The future release of the states first lien position at the time of federalization was approved by theCommission in May 2009.

A review of the Sponsors solvency, liquidity, leverage, change in net assets and pro forma indicates it ismarginally likely the Sponsor will be able to operate the Facility and present culture to the public over asustained period of time in accordance with Section 3383.07 of the ORC.

Deleted: Drector of dD

Comment [kf12]: Is this both a positive negative factor?

Comment [t13R12]: I believe it can be as eboth a positive and negative factor howegiven the fact their fundraising has increasedviewing as a positive factor as viewed by thecurrent donors.

Deleted: Therefore, ommission staff

Deleted: therecommendation to the

Comment [t14]: Chris please double chnumber

Comment [CB15]: Confirmed. $7.4M imost realistic way of looking at it (proportioretirement). If we allocate first-dollars wherand use straight-line where we cant, the remexposure is $1.5M

Deleted: originally appropriated and iss

Deleted: mitigate the isk. Commissio

Comment [kf16]: I dont believe this is aaccurate recital of what was approved. I bel

was a point for future negation. We need tothis situation further.

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See Exhibit E for a summary of the Sponsors financial statements.

Provision of General Building Services

Although experienced in the provision of general building services at the Facility, the Sponsor hasmarginal financial capacity to continue providing general building services at the Facility. Inanticipation of the Sponsor completing the proposed Facility transfer to the federal government,Commission staff conditionally confirms the Sponsor continue to provide these services as permittedby section 3383.07 of the ORC.

Approval of the Project and Authorization of the Expenditure of Funds

Appropriation History:Appropriation

Name

Bill

Number

Appropriation

Date

G.A. Appropriation

Amount

Comments

NationalUnderground

Railroad FreedomCenter

Am. Sub.H.B. 562

6/24/2008 127 $850,000 Funding this project.

NationalUnderground


Am. Sub.H.B. 699

12/28/2006 126 $2,000,000 Funded construction of thefreedom center.

NURFC H.B. 16 5/4/2005 126 $4,150,000 Funded construction of thefreedom center.

NationalUnderground


H.B. 675 12/13/2002 124 $4,000,000 Funded construction of thefreedom center.

National

UndergroundRailroad FreedomCenter

Am. Sub.

H.B. 640

6/15/2000 123 $3,500,000 Funded construction of the

freedom center.

NationalUnderground


Am. Sub.H.B. 850

3/18/1999 122 $500,000 Funded construction of thefreedom center.

Cincinnati RiverfrontDevelopment

Am. H.B.748

9/17/1996 121 $166,668 Architectual fees andcontinuing development

work on the freedomcenter.


Am. H.B.748


Total $15,500,000

Recommendation: The materials submitted by the Sponsor were reviewed and analyzed, and the

Commission cchief financialanalyst, ahief project manager, and Executive Director recommend approval ofResolution R-11-XX, the approval of the Project and authorization of the expenditure of funds, subject to thefollowing conditions:

Formatted: Left, Right: -0.44"

Formatted: Font: 11 pt

Formatted: Font: (Default) Arial, 10 pt,Font color: White

Formatted: Font: (Default) Arial, 10 pt,color: Black









Formatted: Font: (Default) Arial, 10 pt,Font color: Black

Deleted:

Appropriation Name

Formatted: Font: 11 pt

Deleted: C

Deleted: A

Deleted: C

Deleted: P

Deleted: M

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The Sponsor provides a guarantee by John Pepper acceptable to the Executive Director at her sole

discretion guaranteeing the $850,000 appropriation; The Sponsor provides a business plan, approved by the Freedom Center board of directors,

addressing the necessary steps the Freedom Center will have to undertake in order to meet thepotential needs should the sponsor prepared projected cash flow positive balances not be met;

[we need to research whether we can release our first lien position should the Freedom Center obtainthe federal legislation]

Commission Actions This Meeting:In Resolution R-11-XX, the Commission is asked to do the following: determine need for Project; determinesubstantial regional support; determine the provision of general building services; approve the project andauthorize the expenditure of funds, pending certain requirements; and authorize the execution of legalagreements.

Chief Analyst Chief Project Manager

Executive Director

Exhibits

A Provision of Culture

B Detailed Project Budget

C Facility Project Info

D Project Team Resumes and qualifications

E Financial Statements

F Evidence of Local Match

Comment [kf17]: Add resolution #

Comment [kf18]: Confirm? Also ck earreferences to determine vs. confirm

Comment [kf19]: Confirm? Also ck earlreferences to determine vs. confirm

Comment [kf20]: Confirm? Also ck earlreferences to determine vs. confirm

Comment [kf21]: Mark the correspondin

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AppropriationName

BillNumber

AppropriationDate

G.A. AppropriationAmount

Comments

NationalUnderground


Am. Sub.H.B. 562

6/24/2008 127 $850,000 Funding this project.

NationalUnderground


Am. Sub.H.B. 699


NURFC H.B. 16 5/4/2005 126 $4,150,000 Funded construction of thefreedom center.

NationalUnderground


H.B. 675 12/13/2002 124 $4,000,000 Funded construction of thefreedom center.

NationalUnderground


Am. Sub.H.B. 640


NationalUnderground

Railroad Freedom

Center

Am. Sub.H.B. 850


Cincinnati RiverfrontDevelo ment

Am. H.B.748

9/17/1996 121 $166,668 Architectual fees andcontinuin develo ment

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Am. H.B.748


Total $15,500,000

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Documents