Professional Documents
Culture Documents
22-36nurfc Pasr 2011 02 08
22-36nurfc Pasr 2011 02 08
22-36nurfc Pasr 2011 02 08
Executive
Summary: The National Underground Railroad Freedom Center (“Freedom Center,”
“NURFC,” or “the Sponsor”) is a museum that explores a range of freedom
issues. The center offers lessons and reflections on the struggle for freedom and
features three pavilions celebrating courage, cooperation, and perseverance.
The state appropriated $15.5M to the Freedom Center which opened in August
of 2004. The Commission previously approved $14.65M of the funding, which
has been reimbursed. Under NURFC’s current operating structure, sustainability Deleted: .
is an issue. The Commission is holding $462K in escrow in the event the
Sponsor is unable to continue to operate the facility. In May 2009, the
Commission authorized a Memorandum of Understanding, spelling out the
conditions under which full approval could be granted to the Freedom Center for
the most recent appropriation of $850,000. The MOU contemplates that the Deleted:
Freedom Center will obtain Congressional approval to federalize the facility, and
federal funding will be provided for a portion of the operating costs. NURFC’s
vision is that the federal government will establish a federal museum and an
oversight commission to commemorate the ending of chattel slavery in the
United States. A discussion draft of this legislation was completed in October
2009. Preliminary terms include the “gifting” of the facility to the United States
government and the United States government, via an appointed board of
trustees, operating the facility in cooperation with the Secretary of the Interior and
other federal agencies. The federal legislation has not been approved, but the
Freedom Center anticipates that will be approved in 2011. Commission staff
Facility Overview: The Center consists of a 160,000-square-foot facility located on the Cincinnati
riverfront 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 corporation
since 1995.
Culture Presented: The preservation and presentation of features of historical interest or significance.
Sponsor
Background: 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 everyone
to take courageous steps for freedom today.”
Project Information
Scope: The current appropriation will reimburse the Sponsor for construction expenses
previously incurred but not yet reimbursed (the “Project”). The Project consists of Deleted: p
reimbursing $850,000 on an appropriation awarded in H.B. 562.
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.
Source Amount Deleted: ¶
Cash-on-Hand $0
Funds Already Expended on Project $0
Irrevocable Written Pledges $0
In-Kind Contributions (up to 50%) $0
Operating Endowment $0
Private Contributions $34,000,000
County Government $0
City Government $4,500,000
Federal Government $12,000,000
Site Valuation $0
Other $0
Total Matching Resources $50,500,000
Minimum Match $7,750,000
Project
Construction and soft costs2 $ 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
1
Due 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
Source Amount Substantiation Comment [kf2]: Will need to add some notes to
explain how they arrived at full funding and refer to
State Funding $15,500,000 the recent changes noted later in our analysis.
Cash-On-Hand $0
Should we change the explanation in
Private Contributions $63,000,000 “Substantiation?” Should we add a second chart
showing the calculation explained in the note below?
County Government $0
City Government $6,000,000
Federal Government $22,200,000
Other (future investment income) $11,650,000 $7,750,000 not substantiated
The Project is complete and was previously funded as indicated in the table above. However, two
significant events have since transpired affecting the value of the project. The first is that the Deleted:
consortium of banks settled $47M bond debt in exchange for $24M held in investments (a second Deleted:
position lien on the facility was held as collateral; the lien has been released)The second event is that, Comment [kf3]: Need to confirm lien release w/
appurtenant to GAAP, because the asset’s value is ‘impaired’ management wrote down the carrying NURFC – ask for written confirmation or ck County
value of the facility from $78M to $32M at FYE09. Therefore when analyzing the funding for the website for property liens.
Deleted:
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
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 assets
are 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 (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 % Change FYE09 % Change FYE08
Current Ratio 5.25 8.58% 4.84 -32.58% 7.17
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 has no debt; therefore, a debt ratio is not calculated.
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) on
Investments $ 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)
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)
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 federal
government to the Freedom Center immediately. For purposes of the pro forma, Commission staff reported the federalization income on the accrual
basis 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 in
local bond debt for approximately $24M the Freedom Center was holding in investments. The difference
between the amount owed and the amount paid must be shown as revenue. This is a one-time gain and is
not operating revenue. The net result of the bond settlement is an extraordinary gain of approximately $24M
in YTD10.
Also material to the Freedom Center’s financial position is the adjustment of the carrying value of the
building on the FYE09 financial statement. The previous building balance of $78M in FYE08 was written
down 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, Comment [kf4]: Did the Auditor’s make this
pre-extraordinary gain, operating deficit of ($670K) at YTD10, a pre-depreciation loss of ($3.9M) at FYE09, statement or is it our staff opinion? Identify whose
operating deficits in previous years, and the Sponsor-prepared pro forma indicating pre-Federalization opinion this is.
losses exceeding ($1.8M) for the out years. The Commission staff observes that the Freedom Center is in Comment [t5R4]: It is our opinion however you
raise a good point.. if NURFC were to have a
danger of not continuing as a going concern unless federalization is realized. 12/31/10 audit there is a good chance (in my
opinion) they would not get an unqualified “clean”
Federalization would result in the Facility being gifted to the Federal Government (free and clear of any opinion. They may get a qualified opinion based on
going concern issues. I think it would be
liens, including the Commission’s current lien on the facility), and the U.S. Government would operate the unreasonable to require a 12/31/10 audit before the
museum commemorating the ending of chattel slavery in the United States. February meeting but we may want to consider
requiring the freedom center get from their auditors a
special management report attesting the going
According to the sponsor, if federalization takes place, the Freedom Center expects to receive concern issue prior to the February meeting.???let
approximately $3M/year in operating revenues on a permanent basis, enabling the Freedom Center to me know your thoughts.
generate operating surpluses starting at $1.15M for each twelve month period beginning with October 1, Comment [kf6]: We need to examine whether
2011, the start of the next Federal fiscal year. According to the Sponsor, the most updated information this is possible, given that we put “old” bonds into
the facility.
currently available indicates that Senator Sherrod Brown supports the legislation that was discussed in draft
form in October of 2009, and the Freedom Center management is optimistic that the legislation will be Comment [CB7R6]: TC and I discussed. If a
first lien is a requirement in the “old” bond
documents, then this will be an issue.
Even if the effort to secure federalization is successful, there remains a challenge in meeting operating cash
flow needs until such time as the Federal funds are received. A review of the liquidity position calls into
question 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 fourth
quarter 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 in
October 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 are
significantly less than recent actual operating costs shown in the prior year audit and the YTD financial
statements. The projected decreases are due to cuts in fundraising and professional lobbying expenses. In
response to inquiries as to how projected fundraising cash inflows will be achieved when cutting fundraising
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 Sponsor’s response
regarding the impact of cutting professional lobbying expenditures before federalization is secured: the
lobbyist will be working pro bono. In order to achieve the positive cash balances as indicated by the
projected 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 years
past. In evaluating the Freedom Center’s ability to achieve the fundraising cash inflow, Commission staff
notes the Freedom Center and new director of development must contend with a challenging environment
for fundraising, including an uncertain economy, possible donor fatigue, and the effect the write down of the
building may have on potential donor enthusiasm. Also, the fundraising outlook may be influenced positively
by certain factors including the effect the bond settlement has on donor perspective as well as the prospect Comment [kf8]: Is this both a positive and
of federalization. Commission staff concludes that, there remain formidable uncertainties regarding negative factor?
achieving the fundraising levels necessary to create the projected positive cash balances. Comment [t9R8]: I believe it can be viewed as
both a positive and negative factor however, given
the fact their fundraising has increased I am viewing
In formulating its recommendation, the Commission staff observes that only one alternative is available to as a positive factor as viewed by their current
potentially enable fulfillment of the overall goal, which is to enable the Freedom Center facility continue to donors.
operate. Since operating costs have been cut drastically in years past and cannot realistically be cut much
further, and because operating revenues have historically been insufficient to cover costs, it appears that
the most promising alternative is federalization as contemplated by the Sponsor. Commission staff
calculated 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 difficult
financial 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 they
continue to pursue federalization.
However, Commission staff recommends such an approval only conditionally, to eliminate any additional
risk. Commission staff recommends the Commission approve the Project contingent on execution of a
guarantee in an amount equal to the current appropriation of $850,000. John Pepper, a founding board
member 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; in
addition, this contingent approval reduces the state’s risk associated with $14.5M of appropriations
previously 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 Freedom
The Commission holds approximately $460K in an escrow fund for a “management transition” in the event
the Freedom Center is unable to continue to operate. The escrowed funds would be used to pay costs of
heating, cooling, insuring, and securing the building until such time as another organization could be
identified to operate the building as a cultural facility.
Finally, noteworthy for the Commission’s deliberations regarding the Freedom Center, is the Federal
requirement that the Facility be free of all liens in order for Federalization to take place. This criterion would
require the Commission to release its first lien position on the facility at the point in time when the federal
government commits to providing operating funds. As stated previously, it appears that the lower risk
alternative at this point in time is to release the state funds in exchange for a guaranty in an equal amount. Comment [kf10]: I don’t believe this is an
accurate recital of what was approved. I believe this
was a point for future negation. We need to research
A review of the Sponsor’s solvency, liquidity, leverage, change in net assets and pro forma indicates it is this situation further.
marginally likely the Sponsor will be able to operate the Facility and present culture to the public over a Comment [CB11R10]: TC reviewed the MOU
sustained period of time in accordance with Section 3383.07 of the ORC. and there is NO indication that approval to release
the first lien concurrent with federalization was
See Exhibit E for a summary of the Sponsor’s financial statements. granted by the Commission.
Deleted: The future release of the state’s first
lien position at the time of federalization was
Provision of General Building Services approved by the Commission in May 2009
Deleted: .
Although experienced in the provision of general building services at the Facility, the Sponsor has
marginal financial capacity to continue providing general building services at the Facility. In
anticipation of the Sponsor completing the proposed Facility transfer to the federal government,
Commission staff conditionally confirms the Sponsor continue to provide these services as permitted
by section 3383.07 of the ORC.
Resolution R-11-06, the approval of the Project and authorization of the expenditure of funds, subject to the Deleted: ¶
Appropriation Name ... [1]
following conditions:
Deleted: c
• The Sponsor provides a guarantee by John Pepper acceptable to the Executive Director at her sole Deleted: a
discretion guaranteeing the $850,000 appropriation; Deleted: E
• The Sponsor provides a business plan, approved by the Freedom Center board of directors, Deleted: D
addressing the necessary steps the Freedom Center will have to undertake in order to meet the
Formatted: Not Highlight
potential 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 the first Deleted: XX
lien as required by federalization and currently held under the base lease with any potential conflict Deleted: we need to research whether we can
release our first lien position should the
involving the bond documents. Freedom Center obtain the federal legislation]
•
Deleted: XX
Chief Analyst Chief Project Manager
Deleted: determine
Deleted: determine
Comment [kf17]: Confirm? Also ck earlier
references to determine vs. confirm