22-NURFC PASR

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Ohio Cultural Facilities Commission National Underground Railroad Freedom Center1st Quarter 2010 Meeting Page 1 of 8

Project Analysis and Staff RecommendationNational Underground Railroad Freedom Center- Memorandum ofUnderstanding for Construction ReimbursementCommission Assessment Team: Tony Capaci, project manager

National Underground Railroad Freedom Center Cincinnati, Hamilton County

Project Sponsor Information

Sponsor: National Underground Railroad Freedom Center (NURFC or the Sponsor)

Type: Ohio nonprofit corporation since May 1995

Background: The Society states, the mission of the National Underground Railroad FreedomCenter 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.

Under NURFCs current operating structure, sustainability is an issue.

NURFC is working with the federal government to establish a federal museumand oversight 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. This legislation is not expected to be approved for at least12 months.

According to NURFC officials, the plan would call for the existing bond debt to betransferred to another yet-to-beestablished entity, unsecured, leaving the facilitydebt-free (a condition of the federal transfer).

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Comment [kf1]: Not sure this is helpful since the current sponsor is known. BW fixe

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Comment [kf2]: Is this the same as the trustees mentioned below?BW-No. the com

appoints the board of trustees.

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Comment [kf3]: Is this the same as thecommission mentioned above?No- the boa

trustees is appointed by the commission.

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As this legislation progresses through the legislative process, Commission staffwill work with the Sponsor, bond counsel and our bond issuer to ensure thestates interests are protected. Because there are many details to be worked out,Commission staff is recommending the Commission enter into a memorandum ofunderstanding with the Sponsor, which outlines the terms and conditions under

which the state capital funds would be paid, and that the Sponsor appear at afuture Commission meeting when the conditions are met.

At this time, the Commission is being asked to approve a Memorandum ofUnderstanding that will outline the conditions under which the currentappropriation of $850,000 would be paid out in the future.

Web Site: http://www.freedomcenter.org

Legal AgreementsSignatory: Donald Murphy, CEO

ReimbursementCertification By: Benjamin Reece, CPA, finance director

Legislative History:

AppropriationName

BillNumber

AppropriationDate

G.A. AppropriationAmount

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.

NationalUnderground


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 Architectural 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

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Deleted: NURFC also indicated thare exploring may other options to asustainability, including a potential ldonations that would allow the curreoperating structure to remain in pladonor.

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Deleted: Donald Murphy, CEO

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Commission Actions This Meeting:In resolution R-10-04, the Commission is asked to do the following: conditionally confirm the need forthe project, substantial regional support, and general building services; confirm the constructionadministrator; conditionally approve the project and authorize expenditure of funds, pending certainrequirements; authorize the execution of a memorandum of understanding; and conditionally authorize

execution of other legal agreements.

Facility Information

Name: National Underground Railroad Freedom Center (the Center or the Facility)

Address: 50 E. Freedom WayCincinnati, Ohio 45202301 Central Parkway, Heath, Ohio 43056

Owner: Sponsor

Type: Special interest museum

Culture Presented: Preservation and presentation of features of historical interest or significance

Managed By: Sponsor

Description: The Center consists of a 160,000-square-foot facility located on the Cincinnatiriverfront. Features of the facility include a museum, interactive story theaters,computer networking to other Underground Railroad sites, arts and educationfacilities, and a public forum space.

HistoricDesignations: None

Project Information

Scope: The Freedom Center is a $117.7 million project, opened in August 2004, andfeatures three pavilions celebrating courage, cooperation, and perseverance.The current appropriation will reimburse the Sponsor for construction expensespreviously incurred but not yet reimbursed (the Project).

Project Need

Financial AssessmentCommission staff analyzed the Sponsors 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 observewhether the organizations financial trends have changed; they have not).

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Appropriation

Name

National Underground

Railroad Freedom

Center



NURFC


Railroad Freedom

Center


Railroad Freedom

Center


Railroad Freedom

Center

Cincinnati Riverfront

Development


Development

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Comment [kf4]: This is more than six mold. Dont they have more current financial

Comment [t5]: Yes, we do have internall

generated statements through October (we re

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Statement of Financial Position Summary

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$

TOTAL LIABILITIES AND NET

ASSETS 87,023,966$ (23,771,241)$ 110,795,207$ (12,894,387)$ 123,689,594$

Solvency:An organization is solvent when assets are greater than liabilities. The Sponsor is solvent because net assetsare 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-termdebt divided by total debt) measures one of the most basic determinants of clear financial health: theavailability of expendable net assets to cover debt should the institution need to settle its obligations as of theStatement of Financial Position date. A ratio in the range of 1.25 to 2.0 indicates a strong creditworthyinstitution.

YTD09 FYE08 FYE07Viability 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 $10Min 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 anegotiated 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 (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.

YTD09 FYE08 FYE07Current 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 restrictedand are available for operations once collected.

The Sponsors YTD09 working capital is $4M. Days of cash-on-hand (an indication of how many days anorganization can pay expenses if its revenue stream ceases) at 12, is significantly lower than the 30-daynorm.

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The YTD09 cash balance is only $252K while current liabilities are $408K, causing a potential operationalcash flow problem.

Leverage:

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

YTD09, the Sponsors total assets are $87M and total debts are $27M. The debt ratio, which indicates whatproportion of debt an organization has relative to its assets, is 31 percent. This means that for every $1.00 ofassets, the Sponsor has $0.31 in debt.

YTD09 FYE08 FYE07Debt Ratio 31% 42% 40%

YTD09Debt Ratio without building 271%value included

The sponsors debt consists of:

Bonds payable of $27M adjusted rate demand revenue bonds, require sinking fund payments of$10M per year from 2034-2038 (bear interest at variable market rate ranging from 0.2% to .7% in2009).

Reimbursement agreements related to the letter of credit no longer require the Sponsor to make annualprincipal reductions until the bond sinking fund payments start or the letter of credit agreements areamended.

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 bonddebt by liquidating investments, and then the bank extended a revised letter of credit. The letter of creditcurrently extends to July 2010, with prior instances of noncompliance waived.

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

Change in Net Assets Summary

YTD09

Increase

(Decrease) FYE08

Increase

(Decrease) FYE07

Total Revenues 2,707,111$ (5,078,615)$ 7,785,726$ (11,831,340)$ 11,831,340$

CHANGES IN NET ASSETS (Pre-Depreciation) (1,935,607)$ 863,489$ (2,799,096)$ 359,490$ (359,490)$

Depreciation (2,463,200)$ 1,875,737$ (4,338,937)$ 4,555,891$ (4,555,891)$

Real ized/Unreal ized Loss/Gain on Inves tments 275,189$ 2,722,735$ (2,447,546)$ (567,285)$ 567,285$

CHANGES IN NET ASSETS (Post-Depreciation) (4,123,618)$ 5,461,961$ (9,585,579)$ 4,348,096$ (4,348,096)$

Total Expenses (net of depreciation) 4,642,718$ 12,190,830$10,584,822$ (12,190,830)$(5,942,104)$

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 andadmissions is $178K.

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Comment [kf7]: Do we have a copy of threvised LOC? TC working on getting copy

Yes, letter of amendment to the LOC recei

1/12/10.

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Significant unrealized losses in FYE08 ($2.4M) occurred. However, the prognostics for investment marketsare now more favorable and recouping a portion of the past unrealized losses is probable going forward. TheSponsor is operating at pre- and post-depreciation losses. Individual contributions are down by over $1.2M.

Pro Forma Review:

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

Operating Pro Forma Summary

FYE09 FYE10 FYE11 FYE12 FYE13

Total Revenues 4,581,000$ 4,555,000$ 8,400,000$ 8,543,000$ 8,547,000$

Total Expenses 6,298,000$ 6,400,000$ 7,880,000$ 7,929,000$ 7,978,000$

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 Sponsors submitted pro forma assumes enactment of the proposed federal legislation to transfer title ofthe 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 tooperating subsidies by the federal government, and interest expense decreases to $222K because bondspayable have been transferred. The result is a projected pre-depreciation surplus in FYE11 and beyond. I t isclear 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 Sponsors financial condition has changed significantly for the worse since then. Prior tothe expenditure of these new state capital funds, the Sponsor must demonstrate a viable businessmodel. The Sponsor has indicated it plans to do so through federalization of the facility.

A review of the Sponsors solvency, liquidity, leverage, change in net assets and pro forma indicates it isunlikely the Sponsor will be able to operate the Facility and present culture to the public over a sustainedperiod of time in accordance with Section 3383.07 of the ORC unless the proposed arrangement with thefederal government is put in place.

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

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 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.

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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

City Government

Source

Cash-on-Hand

Funds Already Expended on Project

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

Funding ModelAlthough on October 9, 2001, the Commission confirmed Substantial Regional Support in resolution

R-01-26, the Project is no longerFully 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 bankcovenants in 2008, the bank required the Sponsor to sell $19M in investments to pay down the localbond balance. The $7.75M unsubstantiated funds listed in the table below were the projectedinvestment income from these $19M in investments that were sold.

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

Source

State Funding

Total Funding Sources

Total Project Budget

Cash-On-Hand


County Government

City Government

Federal Government

Other (future investment

income)

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.

Conditions of Approval

Recommendation: The materials submitted by the Sponsor were reviewed and analyzed, and theCommission project analyst, project managers, assistant director for project services, and executivedirector recommend approval of Resolution R-10-04 with the following conditions:

Federal legislation is enacted that provides for the federal government to beresponsible for the Facility and to provide sufficient operating subsidies to ensure

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Federal Government

Site Valuation

Other

Total Mat

Irrevocable Written Pled

In-Kind Contributions (u

Operating Endowment


County Government

City Government

Sourc

Cash on Hand

Funds Already Expend

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Project is fully funded. Funds have beento pay for all hard and soft costs. The

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Comment [kf8]: This is contradictory. Baddressed.

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Total Funding

Total Projec

Cash-On-Hand


County Government

City Government

Federal Government

Other (future investmen

income)

Source

State Funding

Field Code Changed

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Comment [kf9]: There is a sponsor. Whwe use our marginally likely language.BW

addressed.

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Appropriation

Name

Bill Number Appropriation

Date

Appropriation

Amount

Comments


Railroad Freedom

Center

Am. Sub.

H.B. 562

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


Railroad Freedom

Center

Am. Sub.

H.B. 699

12/28/2006 $2,000,000

NURFC H.B. 16 5/4/2005 $4,150,000

National UndergroundRailroad Freedom

Center

H.B. 675 12/13/2002 $4,000,000


Railroad Freedom

Center

Am. Sub.

H.B. 640

6/15/2000 $3,500,000


Railroad Freedom

Center

Am. Sub.

H.B. 850

3/18/1999 $500,000


Development

Am. H.B. 748 9/17/1996 $166,668


Development

Am. H.B. 748 9/17/1996 $333,332

$15,499,999

121

Total

126

126

124

123

122

121

G.A.

127

Page 3: [2] Deleted Kathy Fox 1/ 8/ 2010 3:53:00 PM

determine a conditional confirmation of the provision of general building services; determine a

Page 3: [3] Comment [t5] tonyc 1/ 8/ 2010 1:19:00 PM

Yes, we do have internally generated statements through October (we recd after exhibit E was completed) however,

we often times use financials six months out. It is when it goes beyond six months we typically require updates. Our

conclusion based on the October financials is the same as is our conclusion based on the June financials (Nurfc is

not sustainable) In the case of NURFC the financials from June October do not necessarily add much value. Nurfc

continues to lose money and we deem them unsustainable without federalization. If they obtain a guarantor that

would also be acceptable. Let me know if you want me to update Exhibit E and the PASR through October.Thanks

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,


,


,

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does not conflict with the use of state issued tax-exempt bonds




the Ohio Public Facilities Commission, the Treasurer of State and


the Ohio Public Facilities Commission, the Treasurer of State and

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Page 8: [15] Comment [jf11] Jessica Fagan 1/ 13/ 2010 11:09:00 AM

Should this just be "a status report" or is info missing?


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satisfactory


if the arrangements are not satisfactory


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Page 8: [22] Comment [kf12] Kathy Fox 1/15/ 2010 1:14:00 PM

Did the CLG agree to do the review even though the building was relocated? If not, they wont be able to meet this

condition.BW-if the result of the sponsor requesting clg review is that they wont review it, for whatever reason,that satisfies this condition. This is the same way we have been handling any historic reviews with OHPO. If this

doesnt work for you, please let me know.

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with the following conditions[kf1];

an opinion of nationally recognized bond counsel stating that the proposed Project financingstructure, ownership and/or operational structure does not conflict with the use of state issued tax-exempt bonds;

the Sponsor, Facility and Project meet statutory definitions;

[kf2]the Project can be constructed on the premises and operated as a cultural facility by a

nonprofit, cultural organization or local government for the term of the Commission agreements;[kf3]

[kf4]a need for the Project, including documentation of a business plan for the construction andoperations that demonstrates a high degree of certainty that the Sponsor will be able to operate theFacility and present culture to the public over a sustained period of time; [kf5]

substantial regional support, consisting of:a Project that is fully funded; 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 forthe Project. Raised means receipt of written pledges from creditworthy entities, written fundingcommitments from governmental entities, written guarantees from creditworthy entities (in a formapproved by the Ohio Attorney Generals Office), cash receipts or any combination of the foregoing,

and that such anticipated contributions, together with the state funds, will result in full funding for theProject; andevidence of non-state resources of at least $1 for each $2 of state resources (local contributions


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evidence of the Sponsors ability to provide construction administration services for the Project;and

[kf7]evidence of the Sponsors ability to provide general building services for the Facility[kf8].

Detailed Sponsor information and/or documentation requirements and the Commission approvalprocess will be outlined in the memorandum of understanding.

Page 8: [28] Comment [kf13] Kathy Fox 1/ 12/2010 9:15:00 AM

This is a confusing collection of some irrelevant, and some that should be in the MOU. Are any of the required

prior to signing an MOU? Need to be clear as to what is needed when. BW handled w/ new comments


Are these conditions that go in the MOU and must be met prior to NURFC seeking final Commission approval? Or

are these conditions that must be met prior to signing the MOU? Need to clarify that it is the former. Ditto from

above

Page 8: [30] Comment [kf16] Kathy Fox 1/ 7/ 2010 8:18:00 PM

Dont understand why this is here. Need was determined long ago.


Dont understand why this is here Ditto from above

Page 8: [32] Comment [kf18] Kathy Fox 1/ 13/2010 9:04:00 AMThis is confusing. There is history as to why they were fully funded before but are no longer. None of the helpful

background has been included so this comes out of the blue. Ditto from above.


Dont understand why this is here. The project is built ditto from above


If there is a new sponsor? ditto from above

Page 8: [35] Deleted Amy Rice 1/ 15/ 2010 1:14:00 PM

Project Manager Project Manager

Assistant Director for Project Services Executive Director

Documents

22-NURFC PASR