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Ohio Cultural Facilities Commission National Underground Railroad Freedom Cente1st Quarter 2011 Meeting of 10

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 NURFC’s current operating structure, sustainabilityis an issue. The Commission is holding $462K in escrow in the event theSponsor 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. NURFC’svision 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 oftrustees, 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 therecommended 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 Railroad

sites, 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 theUnderground 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 of

the total state funding of $15,500,000 (a minimum of $7,750,000). Matching resources weresubstantiated 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.

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 GovernmentCity Government

Source

Cash-on-Hand

Funds Already Expended on Project

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Funding Model

Old Adjustments New

Funding State funding 15,500,000$ -$ 15,500,000$

Cash on hand - - - Private contributions 63,000,000 - 63,000,000 County government - - - City government 6,000,000 - 6,000,000 Federal government 22,200,000 - 22,200,000

Available funding sources 106,700,000 - 106,700,000

Other (future investment income)1

11,650,000 (11,650,000) - Total funding sources 118,350,000$ (11,650,000)$ 106,700,000$

Project

Construction and soft costs

2

62,633,000$ (30,095,954)$ 32,537,046$Exhibits 17,660,000 - 17,660,000 Fixtures/furnishings/equipment 2,790,000 - 2,790,000 Pre-opening expenses (other) 32,761,000 - 32,761,000

Project cost approved by Commission 115,844,000 (30,095,954) 85,748,046

2004/2005 Operating deficit (other) 1,900,000 - 1,900,000 Total project budget 117,744,000$ (30,095,954)$ 87,648,046$

1Due to the bond settlement transaction, the future investment income projection was never realized

2 The original estimated construction cost was adjusted to reflect the value of the building used in the audited financial staements. The

building value originally reported at $78M, included some capitalized costs. The current value of the building is $32M after the

impairment charge of $42M.

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 asset’s 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 Sponsor’s financial statements, including the following:• internally generated financial statements for year-to-date September 30, 2010 ("YTD10")• audited financial statements for fiscal-years-ending December 31, 2009 and 2008 (“FYE09”

and "FYE08")• five-year pro forma

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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 ratio because 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 Sponsor’s 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:

Leverage is the degree to which a sponsor is borrowing money. A measure of leverage is debt ratio (debtdivided 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.

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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% $ 10,584,822

OPERATING 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 $ 1,170,000

Depreciation $ (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)

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 differencebetween the amount owed and the amount paid must be shown as revenue. This is a one-time gain and isnot operating revenue. The net result of the bond settlement is an extraordinary gain of approximately $24Min YTD10.

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Also material to the Freedom Center’s 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 the Impairment or Disposal of Long-Lived Assets .

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 believes that the Freedom Center is indanger 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 Commission’s 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 to

generate operating surpluses starting at $1.15M for each twelve month period beginning with October 1,2011, the start of the next Federal fiscal year. According to the Sponsor, the most updated informationcurrently available indicates that Senator Sherrod Brown supports the legislation that was discussed in draftform in October of 2009, and the Freedom Center management is optimistic that the legislation will bepassed. The Sponsor anticipates “that the 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 $850K

in February of 2011 and indicates positive cash balances until federalization is anticipated to take place inOctober of 2011, at which time the 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 lobbying expenses. Inresponse to inquiries as to how projected fundraising cash inflows will be achieved when cutting fundraisingexpenses, the sponsor responded that they hired a new director of development, which should enable theFreedom Center to cut fundraising costs while achieving their fundraising goals. The Sponsor’s responseregarding the impact of cutting professional lobbying expenditures before federalization is secured: thelobbyist will be working pro bono. In order to achieve the positive cash balances as indicated by theprojected cash flow, fundraising cash inflows must continue to be realized at a level which has only recently

been accomplished, as indicated by the year to date financials, but which is substantially higher than yearspast. In evaluating the Freedom Center’s ability to achieve the fundraising cash inflow, Commission staffnotes the Freedom Center and new director of development must contend with a challenging environmentfor fundraising, including an uncertain economy, possible donor fatigue, and the effect the write down of thebuilding may have on potential donor enthusiasm. Also, the fundraising outlook may be influenced positivelyby certain factors including the effect the bond settlement has on donor perspective as well as the prospectof federalization. Commission staff concludes that, there remain formidable uncertainties regardingachieving the fundraising levels necessary to create the projected positive cash balances.

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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 costs have 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 of

October 2010 out of $14.7M. The outstanding bonds will be paid off by the state over 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 the

guarantee. Such a guarantee would ensure the Commission is not placing the new state funds at risk; inaddition, this contingent approval reduces the state’s 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 a business plan, approved by the FreedomCenter board, with fallback arrangements in the event the Sponsor-prepared cash projections proveinfeasible.

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 such time as another organization could beidentified to operate the building as a cultural facility.

Finally, noteworthy for the Commission’s deliberations regarding the Freedom Center, is the apparentFederal requirement that the Facility be free of all liens in order for Federalization to take place. Thiscriterion would require the Commission to release its first lien position on the facility at the point in timewhen the federal government commits to providing operating funds. The Commission may be prohibited, bythe bond documents pertaining to the bond money which funded the original appropriations,from releasingits property interest in the facility. Therefore, Commission staff is recommending the Sponsor be required toprovide an opinion from nationally recognized bond counsel on this issue.. Also, prior to releasing the liensthe Commission will have to weigh the benefit of maintaining a first lien position without federalizationagainst the benefit of gaining federalization and releasing the first lien position. Staff believes at this pointin time the best probability of the Freedom Center continuing to provide culture for the next fifteen yearsrequires the funding which federalization will secure. As stated previously, it appears that the lower riskalternative at this point in time is to approve the release the state funds in exchange for a guaranty in an

equal amount. The issue of the release of the first lien position on the facility is a decision for a future pointin time.

A review of the Sponsor’s 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.

See Exhibit E for a summary of the Sponsor’s financial statements.

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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

NameBill

NumberAppropriation

DateG.A. Appropriation

AmountComments

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.

NationalUnderground

Railroad Freedom

Center

Am. Sub.H.B. 640

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

Cincinnati RiverfrontDevelopment

Am. H.B.748

9/17/1996 121 $333,332 Funded construction of thefreedom center.

Total $15,500,000

Recommendation: The materials submitted by the Sponsor were reviewed and analyzed, and theCommission chief financial analyst, chief project manager, and executive director recommend approval ofResolution R-11-06, the approval of the Project and authorization of the expenditure of funds, subject to thefollowing conditions:

• The Sponsor provides a guarantee by John and Frances Pepper in conformance with theCommission’s standard form guaranty document, guaranteeing the $850,000 appropriation; The

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Guaranty will include, but not be limited ot the following reasons justifying release of theguaranteed funds:

1) Failure to attain Federal legislation by December 31, 2011 that provides forthe federal government to be responsible for the Facility and to providesufficient operating subsidies to ensure future operations of the Facility,satisfactory to the executive director of the Commission in her sole discretion;

2) Failure to achieve the Sponsor providing to the Ohio Public FacilitiesCommission (the “OPFC”), the Treasurer of State and the Commission anopinion of nationally recognized bond counsel, acceptable to the Treasurer ofState, and addressed to the OPFC, the Treasurer of State and theCommission, stating that the financing structure, ownership and/oroperational/management structure will not a) adversely affect the validity ofthe state-issued tax-exempt bonds; and b) will not adversely affect theexclusion of the interest on the state-issued tax-exempt bonds from the grossincome of the holders of the state-issued tax-exempt bonds for federalincome tax purposes;

3) Failure to achieve the new financing structure, ownership and/oroperational/management structure for the project and sponsor organization isacceptable to the Commission executive director, in her sole discretion;

• 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;

• [The Sponsor provide opinion from Nationally Recognized Bond Counsel regarding release of thefirst lien as required by federalization and currently held under the base lease with any potentialconflict involving the bond documents.

Commission Actions This Meeting:In Resolution R-11-06, the Commission is asked to do the following: confirm need for Project; confirmsubstantial regional support; confirm 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

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Cente1 t Q t 2011 M ti P 10 f 10

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

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