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HomeMy WebLinkAboutBPW-04-01-15-10 - Actors Theatre of IndianaRESOLUTION NO. BPW- 04- 01 -15 -10 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING RECEIPT OF CONTRACT WHEREAS, pursuant to Indiana Code 36- 1 -4 -7, the City of Carmel, Indiana ( "City "), is authorized to enter into contracts: and WHEREAS, pursuant to Indiana Code 36- 4 -5 -3, the City's mayor may enter into contracts on behalf of the City; and WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C. Brainard, has caused to be signed the City contract attached hereto as Exhibit A (the "Contract "); and WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk- Treasurer's Office, and made available to the public for review. NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk- Treasurer and thereafter made available to the public for review. SO RESOLVED this 61 day of / L- . 2015. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Of ate: Mary An Date: Lori S. Wats© ember Date: 1 ( l 5� ATTEST: iana Cordray, IMCA, Cler, - 'easurer Date: S:\E Bass\My Documents \BPW - Resolutions 120151 ACTORS THEATRE OF INDIANA Acknowledge Arts Grant Program Agreement - 2015.docx3/P4/2015 11:11 AM ARTS GRANT PROGRAM AGREEMENT This Grant Agreement (herein referred to as "Agreement ") entered into by and between the City of Carmel (the "City ") and ft -ibit -S ?j�yG f Z z- m� d y. &A— (the "Grantee "), is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows: 1. That on behalf of Grantee, a not - for -profit corporation, 4144,464- 6 •' / /44/ " an authorized representative of Grantee, have applied for a City of Carmel ( "Grantor ") Arts Grant,/ said application attached hereto and made a part hereof as Exhibit "A." 2. Grant Agreement. The City, after review and recommendation by the Mayor and by the City Council, agrees to grant $ 14 5 , 0 0 0 . 0 0 to the Grantee for the eligible costs of the project (the "Project ") or services as described in Exhibits "A" and "B" of this Agreement. The funds shall be used exclusively in accordance with the provisions contained in this Agreement. 3. Design and Implementation of Project. The Grantee agrees to use any and all grant funds in accordance with the proposal contained within this agreement and any documents attached to this Agreement, which are incorporated by reference. 4. Warranty of non - profit status. Grantee hereby represents and warrants that it is a not - for - profit entity with a determination letter from the Internal Revenue Service declaring that it is exempt from Federal income tax. 5. Payment of Grant Funds by the City. The payment of this Grant by the City to the Grantee shall be made in accordance with the following conditions: A. This Agreement must be fully executed and signed by both Grantee and Grantor. B. Grantee has attached all the following information, which it represents and warrants to be true and accurate, all which have been incorporated fully by reference: 1. An application and description of the proposed use of the grant funds (EXHIBIT A); 2. A budget for the calendar or fiscal year for which the grant is requested (EXHIBIT B); 3. Certified copies of incorporation as a not - for - profit corporation under state law (EXHIBIT C); 4. A not - for - profit application or determination letter from the U.S. Internal Revenue Service identifying that it is a not - for - profit corporation that is exempt from Federal income tax (EXHIBIT D); 5. Any audits, reviews or compilations available describing the financial condition of the Grantee, including most recent available IRS Form 990, and the attached Affidavit (EXHIBIT E); 6. A list of the Grantee's board of directors and officers listed (EXHIBIT F); 7. A Year End Report from the previous year IF Grantee received an Arts Grant from the City of Carmel in the previous calendar year, pursuant to paragraph 7 herein (EXHIBIT G). C. Any other grant conditions that City requires to be met by Grantee, specifically: 6. Grantor's right to request audit or review. Grantee shall submit to an audit or review by an independent Certified Public Accountant of funds at the City's request, and shall make all books, accounting records and other documents available at all reasonable times during the term of this Grant Agreement, and for a period of three (3) years after final payment of funds under this Agreement, for the purpose of an audit by the City of Carmel, the State of Indiana, or their designees. 7. Year end review. Grantee agrees to provide the City of Carmel a year -end report ( "Year End Report") for each year, describing how the grant was used and the impact of the dollars received. This Grant award may not exceed one third (1/3) of Grantee's combined contributed income, revenue of sales, and/or ticket revenue from the 2 previous year. If the Grant amount is in excess of sixty thousand dollars ($60,000.00), the Grantee agrees to provide, at Grantee's cost, a review or audit of the grantee. Said review or audit shall be performed by a Certified Public Accountant ( "CPA ") who is neither an employee of Grantee nor a member of the Grantee's Board of Directors, to be provided to the City of Carmel by March 31 of the following year. 8. Funding Credit. Grantee agrees to credit the City of Carmel in the printed materials associated with a funded program or project. The City of Carmel will supply, upon request, Grantee with the graphics /logos necessary for compliance. 9. Statutory Authority of Grantee. The Grantee expressly represents and warrants to the State that it is statutorily eligible to receive these monies and it expressly agrees to repay all monies paid to it under this Grant, should a legal determination of its ineligibility be made by any Court of competent jurisdiction. 10. Use of Grant Funds by Grantee. The funds received by the Grantee pursuant to this Agreement shall be used only to implement the Project or provide the services in conformance with the Budget and for no other purpose. If it is determined by the City that misappropriation of funds have occurred, the Grantee must return all funds received by Grantor and individuals who misuse Grant funds may also be subject to civil and/or criminal liability under Indiana or Federal law. 11. Employment Eligibility Verification. The Grantee affirms under the penalties of perjury that he /she /it does not knowingly employ an unauthorized alien. The Grantee affirms under the penalties of perjury that he /she /it has enrolled and is participating in the E- Verify program as defined in IC 22- 5 -1.7. The Grantee agrees to provide documentation to the City that he /she /it has enrolled and is participating in the E- Verify program. The City may terminate for default if the Grantee fails to cure a breach of this provision no later than thirty (30) days after being notified by the State. 12. Governing Law; Lawsuits. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 13. Relationship of Parties. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Grantee nor any of its compensated officers, employees, contractors, subcontractors and/or agents are employees of City. The 3 Grant amount set forth herein shall be the full and maximum compensation and monies required of City to be paid to Grantee under or pursuant to his Agreement. 14. Severability. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provision of this Agreement shall remain in full force and effect. 15. Entire Agreement. This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Grantee and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 15 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEROF, the parties hereto have made and executed this Agreement as follows: Al=qa,AgriTta4 B p Date: aFz' /4 wA- ( "Grantee ") d Name of Officer:] ATTEST: blost Date: 3/17/2015 Title: GX iti. 2/ CITY OF CARMEL ( "Grantor" By: %,..t, 1kM. James Brainard, Mayor Date: 3/17/2015 If you have any question concerning the City of Carmel's 2015 Arts Grant Program, grant writing, guidelines or application materials, contact: Sharon Kibbe, City of Carmel, One Civic Square, Carmel, IN 46032, Phone: 317 -571 -2483, skibbe n,carmel.in.gov. 4 Exhibit "A" An application and description of the proposed use of the grant funds Exhibit "A" An Application and Description of the Proposed Use of the Grant Funds APPLICANT: Name of organization: tt6i2.3* DMA/10A. o F 2 0D M et/4- Address: 6%Q 3' /1c-i 5 w • ..S'cr Are_ G - i2MF:G_� 40oc32- Telephone:3/'i- total - 79.8:3 Fax: 641- - ,gyp ,1'3 Contact Person: J4.MEi.0" 14 . �- '� /L.+C. '0Gr..7,yr ) /Q6Gy27it- Email: APPLICATION AMOUNT: $ Not to exceet /1/3 of previous year revenue/income DESCRIPTION OF THE PROPOSED USE OF THE GRANT FUNDS: B Print y'Name of Officer: Title: G r /iaz r /,22G/^J,/L. Date: ,/ , Z 1 S� (Additional pages may be added to Exhibit "A ") 5 EXHIBIT A: PROPOSAL NARRATIVE Actors Theatre of Indiana January 15, 2015 Entertaining Their Audiences: ATI is in their tenth season of presenting exciting Broadway productions and Indiana theatre premieres. Co- founders Cynthia Collins, Don Farrell and Judy Fitzgerald are professional actors, directors and choreographers with over 75 years of combined professional experience in such venues as Radio City Music Hall, Madison Square Garden, Off- Broadway productions, Las Vegas, National and International Tours, Regional Theatres and prestigious universities (e.g. Cincinnati Conservatory of Music, New York University, and Pennsylvania State University). Now in its fourth season at The Center for the Performing Arts, ATI is very involved in the Carmel community. For example: • They have been long time members of the Carmel Chamber of Commerce and the Hamilton County Convention & Visitors Bureau; • They have performed on the Gazebo Stage at CarmelFest on July 4th with the Carmel Symphony Orchestra; • They participate in the Carmel Farmers Market; • Upon request for all productions, they provide sign language interpreters for the hearing impaired; • They perform annually in Carmel's Veterans Day Ceremony at the Tarkington Theatre; • They perform caroling during the Christmas holidays in the Arts & Design District; • They offer a free "Concert Series" at the Carmel City Center during the summer months; • They have given special performances for The Michael Feinstein American Songbook Initiative; • They performed ATI's original Cole Porter Revue at the Grand Opening of The Barrington; • They provided special talk backs with the cast and back stage tours for the Girl Scouts for our productions of My Fair Lady and A Year With Frog and Toad; • In collaboration with the Autism Society of Indiana, they provided a special "Lights up, Sound down" performance of a Year With Frog & Toad; • In collaboration with the Day Nursery /Indiana Early Learning Center they provided a free morning performance of A Year With Frog & Toad; • They provided free tickets to Big Brothers /Big Sisters Organization to see A Year With Frog & Toad; • They performed readings of the Arnold Lobel award winning book series, A Year With Frog & Toad, at libraries and schools throughout Carmel and Central Indiana; • They offer a "Behind the Curtain" talk back series that gives patrons a chance to converse with the production team, actors, and guest speakers after a performance. Due to the City of Carmel's support in past years, ATI has made substantial strides in strengthening its internal organizational structure to insure that it remains one of the art community's economic generators at The Center for the Performing Arts. Here are just a few of the changes we've made: • Began paying a partial salary to an Executive Director, a nonprofit management expert who previously served in the role as a volunteer for the organization. This opens up new fundraising opportunities for ATI; • Hired a Director of Marketing and Business Development; • Increased season ticket subscribers by approximately 50% in 2014; • Increased ATI's donor data base by approximately 75 %; • Added six new members to the Board of Directors who bring strong corporate identities and professional connections to ATI. Proposed Use of 2015 Carmel Arts Grant Funding Due in large part to the Carmel Arts Grant that ATI received in 2014, we were able to bring much positive recognition to The Center for the Performing Arts. We also took steps to strengthen and grow the internal structure of the ATI organization, which we will continue to do in 2015. If we are fortunate enough to receive a Carmel Arts Grant in 2015, the City can expect ATI to continue their tradition of giving back to the community. Additionally, we would like to start a new "tradition" in the Studio Theatre. Actors Theatre of Indiana would like to present a "Cabaret Series" in the Studio Theatre, much like the cabaret shows that are currently presented in downtown Indianapolis at The Columbia Club. We envision this project will consist of two or more Cabaret performances throughout our 2015/2016 season. These performances would be in addition to the regular productions that will be on our 2015/2016 performance schedule, which has not yet been finalized. Besides using our own professional staff and other local talent in these cabaret performances, we have the ability, if needed, to utilize professional entertainers from around the country to perform with us. At the present time, a professional Cabaret component does not exist at The Center for the Performing Arts. The Studio Theatre, when set up in the "Cabaret" configuration, is the perfect intimate setting for performer /audience interaction, which is really what the Cabaret experience is all about. Getting to know the performing artist through their song and banter is an exciting personal touch that our patrons will enjoy over and over again. It is our intention to secure corporate and individual sponsors to help offset the costs associated with the Cabaret project. ACTORS THEATRE OF INDIANA MISSION STATEMENT The mission of Actors Theatre of Indiana (ATI) is to celebrate the power of theatre and contribute to life in Central Indiana by offering high quality professional theatre performances and programs that engage, inspire, educate and entertain. Building upon a foundation of significant professional credentials, and based in The Studio Theatre at Carmel's Center for the Performing Arts, ATI accomplishes this goal through the performance of highly acclaimed productions and innovative community works. Actors Theatre of Indiana is Hamilton County's only professional equity theatre company and the City of Carmel's Resident Professional Theatre Company. Exhibit "B" 9 9 A budget for the calendar or fiscal year for which the grant is requested Gm-IA ir ACTORS THEATRE OF INDIANA 1 OPERATING BUDGET FOR FISCAL YEAR ENDING JULY 31, 2015 INCOME Earned Income Admission /Ticket Income $ 225,000 Subscription Income $ 50,000 Sponsorships $ 75,000 Contributed Income Individual Contributions $ 70,000 Corporate Contributions $ 10,000 Foundation Support 1 $ 50,000 Funraising /Special Events $ 50,000 Government Income Federal NEA $ 10,000 State IAC $ 10,000 City Carmel and HCCVB $ 212,000 Total Cash Income $ 762,000 In -Kind Goods and Services $ 60,000 TOTAL INCOME $ 822,000 EXPENSES Production Expenses Production Personnel $ 275,000 Production Costs $ 115,000 Operational Expenses 1 Studio Theatre Occupancy $ 90,000 Telephone & IT Costs $ 10,000 General & Administrative Expenses Executive Director Salary $ 30,000 Founders Salaries (3) 1 $ 90,000 Mktg /Bus. Dev. Salary; $ 30,000 Travel & Entertainment $ 2,000 Off. Supplies /Print. /Postage $ 50,000 Insurance $ 10,000 Audit Fees $ 5,000 Professional Fees $ 30,000 Total Cash Expenses $ 737,000 In -Kind Goods and Services $ 60,000 TOTAL EXPENSES 1 $ 797,000 Exhibit "C >, Certified copies of incorporation as snot- for - profit corporation under state law State of Indiana. Office of the Secretary of State EXH/QiT" CERTIFICATE OF INCORPORATION of ACTORS THEATRE OF INDIANA, INC. I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above Non - Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Nonprofit Corporation Act of 1991. NOW, THEREFORE, with this document I certify that said transaction will become effective Friday, March 18, 2005. In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, March 18, 2005. TODD ROKITA, SECRETARY OF STATE 2005031800331/2005031862490 c's r� FANO FiLED STATE The undersigned incorporator, desiring to form a nonprofit corporation (hereinafter referred to as the "Corporation "), pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (hereinafter referred to as the "Act "), executes the following Articles of Incorporation: ARTICLES OF INCORPORATION OF ACTORS THEATRE OF INDIANA, INC. ;plc. PI 11: ffl ARTICLE I Name; Type of Corporation The name of the Corporation is Actors Theatre of Indiana, Inc. The Corporation is a public benefit corporation. ARTICLE II Purposes and Powers Section 2.1. Purposes. The Corporation is formed to: (a) Encourage participation in the theatre through the organization of instructional classes, lectures, workshops, and theatrical productions; and (b) Transact any and all lawful business for which nonprofit corporations may be incorp6rated under the Act. Section 2.2. Nonprofit Purposes. (a) The Corporation is organized to operate exclusively for the charitable purposes established in this Article II. Contributions received by the Corporation will either be used directly to satisfy these purposes or will be invested with the income generated therefrom used to carry out the Corporation's charitable purposes. (b) No substantial part ofthe activities ofthe Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office;. (c) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on: (1) By a corporation exempt from Federal income tax under Section 501(cX3) of the Internal Revenue Code of 1986 (the "Code "), or corresponding provisions of any subsequent Federal Tax laws, or (ii) By a corporation, contributions to which are deductible under Section 170(c)(1) or (2) or Section 2522(a)(1) or (2) of the Code, or corresponding provisions of any subsequent Federal tax laws. Section 2.3. Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provision of these Articles of Incorporation, the Corporation shall have the power: (a) To do everything necessary, advisable or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation and to do all of the things incidental thereto or connected therewith which are not forbidden by law; and (b) To have, exercise and enjoy in furtherance of the purposes hereinbefore set forth all the general rights, privileges and powers granted to corporations by the Act, as now existing or hereafter amended, and by the common law. Section 2.4. Limitation Upon Dissolution. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation and returning grants, if any, owing to the State of Indiana, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such a manner, or to such organization(s) organized and operated exclusively for charitable, educational or scientific purposes as shag at the time qualify as an exempt organization(s) under Code Section 501(c)(3), or corresponding provisions of any subsequent federal tax law, as the Board of Directors shall determine. ARTICLE III Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE IV Registered Agent and Registered Office The name and address of the Registered Agent and Registered Office are Catherine F. Duclos, 5145 N. Pennsylvania Street, Indianapolis, Indiana 46205. -2- ARTICLE V Membership The Corporation shall have no members. Instead, the members of the Board of Directors of the Corporation shall act on behalf of the Corporation. ARTICLE VI Directors Section 6.1. Number of Directors. The initial number of Directors is four (4). Thereafter, the number of Directors of the Corporation and their election shall be fixed by the Code of By -Laws of the Corporation, but in no event shall the number be more than fifteen (15) or less than four (4). Section 6.2. Names and Post Office Addresses ofthe Directors. The names and post office addresses of the initial Board of Directors are: Name Address, State, Zip Code Catherine F. Duclos Donald Farrell Cynthia Collins Judith D. Fitzgerald 5145 N. Pennsylvania Street, Indianapolis, IN 46205 5145 N. Pennsylvania Street, Indianapolis, IN 46205 5145 N. Pennsylvania Street, Indianapolis, IN 46205 5145 N. Pennsylvania Street, Indianapolis, IN 46205 Section 6.3. • Terms of Directors. Directors of the Corporation shall be elected for such terms as may be fixed by the Code of By -Laws of the Corporation and shall, if the By -Laws shall so provide, be divided into as many groups whose terms of office expire at different times as the By -Laws shall provide. Section 6.4. Removal of Directors. Any or all members of the Board of Directors of the Corporation may be removed at any time with or without cause by a vote of the majority of all the members of the Board of Directors held during any . meeting of the Board of Directors called expressly for that purpose. ARTICLE VII Incorporator The name and post office address of the incorporator of the Corporation are Catherine F. Duclos, 5145 N. Pennsylvania Street, Indianapolis, Indiana 46205. -3- ARTICLE VIII Provisions for the Regulation and Conduct of the Affairs of the Corporation Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of the Corporation, and creating, defining, limiting or regulating the powers of the Corporation or the Directors are as follows: Section 8.1. Indemnification. (a) The Corporation shall indemnify any person as of right who is or was a director, officer, employee, or agent of this Corporation, or is or was serving as a director, officer, employee, or agent of another corporation, partnership, or other enterprise at the request of the Corporation, against expenses (including attorneys' fees), judgments, fines, penalties, and amounts paid in settlement reasonably incurred by such person, to the fullest extent now or hereafter permitted by law, in connection with or resulting from any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, or in connection with an appeal relating thereto), in which such person may be involved as a party or otherwise by reason of being or having been a director, officer, employee, or agent of the Corporation or of such other organization; provided, such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, in a manner which be had no reasonable cause to believe was unlawful. The termination of any claim, action, suit or proceeding by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believ9d to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action, suit, or proceeding, in a manner which he had reasonable cause to believe was unlawful. (b) Any director, officer or employee of the Corporation who has been successful as a party on the merits or otherwise in his defense of any claim, action, suit, or proceeding referred to in the first sentence of Section 8.1(a) shall be indemnified as aright against expenses (including attorneys' fees) reasonably incurred by him in connection therewith (except to the extent covered by insurance). — (c) Except as provided in Section 8.1(b) above, any indemnification under Section 8.1 (a) shall be made by the Corporation only upon a determination that indemnification of the particular director, officer, employee, or agent is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 8.1(a). Such determination shall be made (i) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of members of the board of directors who were not parties to such claim, action, suit, or proceeding, or (ii) if such a quorum is not obtainable or if so directed by a majority vote of a quorum consisting of -4- members of the Board of Directors who were not parties to such claim, action, suit, or proceeding, by independent legal counsel (who may be regular counsel of the Corporation or other disinterested person(s), such counsel or person(s) being hereafter called the "referee ") in a written opinion. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee's findings which are within the possession or control of the Corporation. (d) The indemnification provided by this Section 8.1 shall not be deemed exclusive of any other rights to which a director, officer, employee, or agent may be entitled under any by -law, resolution, agreement, or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided by this Section 8.1 shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, arising from acts or omissions to act occurring whether before or after the adoption hereof. (e) This Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section 8.1, together with expenses actually and reasonably incurred by him in connection with his defense thereof; provided that when and to the extent that the Corporation has purchased and maintained such insurance, it shall have no duty under this Section 8.1 to indemnify any such person to the extent such liability is covered by such insurance. Section 8.2. Restriction Upon Acceptance of Gifts. No gifts or other contributions to the Corporation shall be accepted by the Corporation if the use or expenditure of such gift or other contribution is subject to any condition which is inconsistent with the purposes of the Corporation as stated herein. Section 8.3. Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its Directors are shareholders, members, directors or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Corporation which acts upon or in reference to such contract or transaction, and notwithstanding such Director's participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors -5- present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority of such quorum necessary to carry such vote; provided, however, that such contract or transaction shall be at arm's length and not violative of the proscriptions of these Articles against the Corporation's use or application of its funds for private benefit. Section 8.4. Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its directors, officers, or other private individuals. Section 8.5. Private Foundation. If at any time it is determined by the Internal Revenue Service that the Corporation is a private foundation within the meaning of Code Section 509(a) (or the corresponding provision of any future United States revenue law), the Corporation shall also be subject to the requirements set forth below in this Section. (a) Distribution of Income. The Corporation shall distribute its income each taxable year at such time and in such mariner as not to become subject to the tax on undistributed income imposed by Code Section 4942, or corresponding provisions of any subsequent federal tax law. (b) Self - Dealing. The Corporation shall not engage in any act of self - dealing as defined in Code Section 4941(d), or corresponding provisions of any subsequent federal tax law. (c) Excess Business Holdings. The Corporation shall not retain any excess business holdings as defined in Code Section 4943(c), or corresponding provisions of any subsequent federal tax laws. (d) Investments Jeopardizing Charitable Purpose. The Corporation shall not make any investments in such manner as to subject it to tax under Code Section 4944, or corresponding provisions of any subsequent federal tax laws. (e) Taxable Expenditures. The Corporation shall not make any taxable expenditures as defined in Code Section 4945(d), or corresponding provisions of any subsequent federal tax law. Section 8.6. Not - for - Profit Status. Notwithstanding any contrary provisions contained herein, the Board of Directors shall not have the power or authority to do any act that will prevent the Corporation from being an organization described in Code Section 501(cX3) or corresponding provisions of-any subsequent federal tax laws. IN VaTNESS WHEREOF, the undersigned hereby execute these Articles of Incorporation as of this IS y of March, 2005. 606038 t otettAz I 4d4-- Catherine F. Duclos Exhibit "D" IRS Determination Letter INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 JUN222005 Date: ACTORS THEATRE OF INDIANA INC C/0 DONALD M MEYER BOSE MCKINNEY & EVANS LLP 135 N PENNSYLVANIA ST INDIANAPOLIS, IN 46204 iXi416/7- v .. DEPARTMENT OF THE TREASURY Employer Identification Number: 20- 2530124 DLN: 17053140022015 Contact Person: DOROTHY .M LAWRENCE Contact Telephone Number: (877) 829 -5500 Accounting Period Ending: DECEMBER 31 Publi i Charity Status: 170(b) (1) (A) (vi) Form 990 Required: YES Effective Date of Exemption: MARCH 18, 2005 Contribution Deductibility: YES Advance Ruling Ending Date: DECEMBER 31, 2009 ID# 31450 Dear Applicant: We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522-of.the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c) (3) of the Code are further classified as either public charities or private foundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period begins with the effective date of your exemption and ends with advance ruling ending date shown in the heading of the letter: Shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after the end of your advance ruling period to return the completed form. We will then notify you, in writing, about your public charity status. Please see enclosed Information for Exempt Organizations Under Section 501(c)(3) for some helpful information about your responsibilities as an exempt organization. Letter 1045 (DO /CG) -2- ACTORS -THEATRE OF INDIANA INC We have sent a copy of this letter to your representative as indicated in your power of attorney. Sincerely, •3•40 c12. Lois G. Lernr Director, Exempt Organizations Rulings and Agreements Enclosures: Information for Organizations Exempt Under Section 501(c)(3) Letter 1045 (DO /CG) Exhibit "E" Any audits, reviews or compilations available describing the financial condition of the Grantee, including most recent available IRS Form 990, and the Affidavit STATE OF INDIANA ) SS: COUNTY OF HAMILTON ) AFFIDAVIT I, JA-MG =---1- /9 • L-L , an authorized representative of / — y P-5 7— — NI JPS "Grantee "), being first duly sworn upon my oath, state that pursuant to paragraph 7 of the City of Carmel Arts Grant Program Agreement, all income of Grantee, including a City of Carmel arts grant, if applicable, revenue of sales, UV and/or ticket revenue, etc., in the Grantee's year ending in 2014 totaled $ Sture P tnted Name Subscribed and sworn to before me, the undersigned Notary Public, this 10` day of Nou1 a U , 20 1 . ANDREA MOORE STATE OF INDIANA, HAMILTON COUNTY MY COMMISSION EXPIRES 12 -12 -2020 D(KkhuA.)\//L01-t--Q-- Signature - Notary Public kfraVem M vy-e_ Printed Name Resident of Wain' County, Indiana My Commission Expires: 1I 17\ 1 ACTORS THEATRE OF INDIANA, INC. ACTORS THEATRE'. INL)lA'JA FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 qA 'Alerding CPA GROUP ACTORS THEATRE OF INDIANA. INC. TABLE OF CONTENTS JULY 31, 2014 AND 2013 Page Independent Auditor's Report 1 -2 Financial Statements: Statements of Financial Position 3 Statements of Activities and Changes in Net Assets 4 Statements of. Functional Expenses 5 -6 Statements of Cash Flows 7 Notes to Financial Statements 8 -13 1 iJ INDEPENDENT AUDITOR'S REPORT Board of Directors ACTORS THEATRE OF INDIANA, INC. Carmel, Indiana 4181 E. 96 Street, Suite 180 Indianapolis, IN 46240f Phone' 317.569.4181` Toll Free: 888.922.4941 www.alerdingcpagroup.com We have audited the accompanying financial statements of Actors Theatre of Indiana, Inc., which comprise the statements of financial position as of July 31, 2014 and 2013, and the related statements of activities and changes in net assets, functional expenses, and cash flows for the years then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 1 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Actors Theatre of Indiana, Inc. as of July 31, 2014 and 2013, and the changes in its net assets, functional expenses, and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Emphasis -of- Matter Regarding Going Concern The accompanying financial statements have been prepared assuming that the Organization will continue as a going concern. As discussed in Note 8 to the financial statements, the Organization has a deficiency in net assets and has suffered recurring losses that raise substantial doubt regarding its ability to continue as a going concern. Management's plans regarding these matters also are described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter. December 16, L LI dAye& 2 ACTORS THEATRE OF INDIANA, INC. STATEMENTS OF FINANCIAL POSITION JULY31, 2014 AND JULY 31, 2013 ASSETS 2014 2013 Assets: Cash and cash equivalents $ 38,866 $ 6,407 Grants receivable 7,289 2,927 Accounts receivable 2,085 -0- Prepaid expenses and deposits 34,324 48,054 Property and equipment, net 7,853 10,841 Total assets $ 90,417 $ 68,229 LIABILITIES AND NET ASSETS Liabilities: Accounts payable $ 24,597 $ 27,343 Accrued expenses 9,447 16,367 Deferred revenue 57,062 90,534 Long -term debt 55,000 55,000 Total liabilities 146,106 189,244 Net Assets: Unrestricted (55,689) (121,015) Total liabilities and net assets $ 90,417 $ 68,229 See accompanying Notes to Financial Statements. 3 ACTORS THEATRE OF INDIANA, INC. STATEMENT OF ACTIVITIES AND CHANGES IN NET ASSETS YEARS ENDED JULY 31, 2014 AND 2013 2014 2013 Revenue and Support: Ticket sales $ 275,658 $ 209,996 Corporate sponsorships 57,000 43,500 Grants 251,369 78,826 Contributions 89,275 136,515 In -kind contributions 54,312 105,041 Other income 16,918 18,144 Total revenue and support 744,532 592,022 Expenses: Program 518,497 444,766 Management and general 119,180 138,847 Fundraising 41,529 57,673 Total expenses 679,206 641,286 Change in net assets 65,326 (49,264) Net Assets, Beginning of Year (121,015) (71,751) Net Assets, End of Year $ (55,689) $ (121,015) See accompanying Notes to Financial Statements. 4 L ACTORS THEATRE OF INDIANA, INC. STATEMENT OF FUNCTIONAL EXPENSES YEARS ENDED JULY 31, 2014 WITH COMPARATIVE TOTALS FOR 2013 Management and 2014 2013 Program General Fundraising Total Total Salaries, payroll taxes and benefits $ 218,937 $ 35,256 $ 17,152 $ 271,345 $ 240,984 Production expenses 193,358 -0- -0- 193,358 209,591 Advertising 30,561 1,055 -0- 31,616 22,178 Legal and accounting -0- 5,625 -0- 5,625 5,275 Consultants -0- 18,389 7,942 26,331 21,807 Office supplies, printing and postage 43,599 4,600 4,194 52,393 37,608 Telephone, software, and IT -0- 14,552 1,623 16,175 6,331 Dues and subscriptions 358 754 2,210 3,322 3,599 Insurance -0- 9,714 -0- 9,714 2,441 Meals and entertainment 167 1,730 4,646 6,543 19,751 Rent and occupancy costs 24,840 7,433 -0- 32,273 34,524 Depreciation -0- 4,311 -0- 4,311 6,972 Interest -0- 1,885 -0- 1,885 1,650 Bank and credit card fees 6,677 2,518 762 9,957 7,721 Bad debt expense -0- -0- -0- -0= 1,850 Other -0- 11,358 3,000 14,358 19,004 Total expenses $ 518,497 $ 119,180 $ 41,529 $ 679,206 $ 641,286 Percentage of total expenses 76.4% 17.5% See accompanying Notes to Financial Statements. 5 6.1% 100.0% ACTORS THEATRE OF INDIANA, INC. STATEMENT OF FUNCTIONAL EXPENSES YEAR ENDED JULY 31, 2013 Management and Program General Fundraising Total Salaries, payroll taxes and benefits $ 153,631 $ 77,312 $ 10,041 $ 240,984 Production expenses 209,591 -0- -0- 209,591 Advertising 16,942 1,077 4,159 22,178 Legal and accounting -0- 5,275 -0- 5,275 Consultants 1,450 15,569 4,788 21,807 Office supplies, printing and postage 21,927 2,456 13,225 37,608 Telephone, software, and IT -0- 6,331 -0- 6,331 Dues and subscriptions 2,026 1,073 500 3,599 Insurance -0- 2,441 -0- 2,441 Meals and entertainment 2,723 1,710 15,318 19,751 Rent and occupancy costs 25,191 9,333 -0- 34,524 Depreciation -0- 6,972 -0- 6,972 Interest -0- 1,650 -0- 1,650 Bank and credit card fees 5,074 2,647 -0- 7,721 Bad debt expense -0- -0- 1,850 1,850 Other 6,211 5,001 7,792 19,004 Total expenses $ 444,766 $ 138,847 $ 57,673 $ 641,286 Percentage of total expenses 69.3% . 21.7% 9.0% 100.0% See accompanying Notes to Financial Statements. 6. fl ACTORS THEATRE OF INDIANA, INC. STATEMENTS OF CASH FLOWS YEARS ENDED JULY 31, 2014 AND 2013 2014 2013 Cash Flows From Operating Activities: Change in net assets $ 65,326 $ (49,264) Adjustments to reconcile change in net assets to net cash provided by (used in) operating activities: Depreciation 4,311 6,972 Changes in operating assets and liabilities: Grants receivable (4,362) 13,477 Pledges receivable -0- 3,970 Accounts receivable (2,085) -0- Prepaid expenses 13,730 (20,174) Accounts payable (2,746) 3,250 Accrued expenses (6,920) 5,196 Deferred revenue (33,472) 34,604 Net cash provided by (used in) operating activities 33,782 (1,969) Cash Flows From Investing Activities: Purchase of property and equipment (1,323) (5,315) Net change in cash and cash equivalents 32,459 (7,284) Cash and Cash Equivalents, Beginning of Year 6,407 13,691 Cash and Cash Equivalents, End of Year $ 38,866 $ 6,407 Supplemental Disclosure of Cash Flow Information: Cash payments for interest $ 1,885 $ 1,650 See accompanying Notes to Financial Statements. 7 J ACTORS THEATRE OF INDIANA, INC. NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 1. SIGNIFICANT ACCOUNTING POLICIES Description of the Entity ACTORS THEATRE OF INDIANA, INC. (the "Organization ") is a not - for - profit organization founded in 2005 and based in Carmel, Indiana. The mission of the Organization is to celebrate the power of theatre and contribute to the quality of life in Central Indiana by offering high quality professional theatre performances and programs that engage, inspire, educate and entertain. The significant accounting policies followed by the Organization in the preparation of its financial statements are summarized below: Basis of Presentation Net assets, revenues, expenses, gains and losses are classified based on the existence or absence of donor - imposed restrictions. The Organization uses the following accounts to distinguish among restrictions: Unrestricted Fund Unrestricted net assets are not subject to donor - imposed restrictions. The unrestricted fund is used to account for all contributions, revenues, and expenses used for the general operations of the Organization. Temporarily Restricted Fund The temporarily restricted fund is used to record contributions and revenues that are received or generated that have donor restrictions that limit the use of the donated assets. When a donor restriction expires, temporarily restricted net assets are classified as unrestricted net assets and reported as net assets released from restrictions in the statement of activities and changes in net assets. As of July 31, 2014 and 2013, there were no temporarily restricted funds. Permanently Restricted Fund Permanently restricted net assets are subject to donor - imposed restrictions that neither expire by the passage of time nor can be fulfilled or otherwise removed by actions of the Organization. As of July 31, 2014 and 2013, there were no permanently restricted funds (Notes 4 and 6). ACTORS THEATRE OF INDIANA, INC. NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ( "U.S. GAAP ") requires management to . make estimates and assumptions that affect the reported amounts in the financial statements and notes to the financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents represent cash invested in checking accounts and money market accounts. Property and Equipment and Depreciation Purchased equipment is recorded at cost. Items donated are recorded at fair market value on the date of donation. Costs of improvements are capitalized and costs of repairs and maintenance are expensed as incurred. Depreciation is recorded over the estimated useful lives of the assets utilizing the straight -line method. The lives of these assets are 3 to 5 years. Revenue and Support Recognition Revenue from ticket sales and sponsorships is recognized during the period in which the performance is held. Support revenues, including grants and contributions, are recorded as revenue at the date the Organization receives either cash or an unconditional promise to give from the donor. Assets received from a donor are recorded at fair value and are recorded as Unrestricted Revenue and Support unless the donor includes stipulations that limit the use . of the assets, in which case the revenue is recorded as either Temporarily or Permanently Restricted Revenue and Support. Functional Expenses The costs of providing programs and other activities are summarized in the Statement of Functional Expenses. Costs have been allocated among program, fundraising, and management and general based on estimated time, space utilization or other rational means. Subsequent Events Subsequent events have been evaluated through December 16, 2014, which is the date the financial statements were available for issuance. 9 ACTORS THEATRE OF INDIANA, INC. NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 Income Taxes The Organization is organized as an Indiana not - for - profit corporation and is exempt from Federal and state income taxes under Section 501(c)(3) of the Internal Revenue Code. Management of the Organization evaluates all significant tax positions to ensure compliance with the exempt purpose of the Organization as required by U.S. GAAP, including considerations of any unrelated business income tax. As of July 31, 2014, Management does not believe the Organization has taken any tax positions that are not in compliance with its exempt purpose. The Organization's Federal and state tax returns remain open and subject to examination beginning with the tax year ended December 31, 2011. Income Taxes Certain amounts from 2013 have been reclassified herein to conform to the 2014 presentation. 2. PROPERTY AND EQUIPMENT Property and equipment at July 31, 2014 and 2013 consists of the following: Lighting Sound equipment Office equipment Leasehold Improvements Less accumulated depreciation 3. LONG -TERM DEBT 2014 $ 7,323 5,306 10,923 2,121 25,673 17,820 $ 7,853 2013 $ 7,323 5,306 9,600 2,121 24,350 13,509 $ 10,841 The Organization has a $55,000 unsecured note payable to a member of the Board of Directors that matures in December 2016. Interest is payable quarterly at the annual rate of 3 %. Outstanding borrowings were $55,000 at July 31, 2014 and July 31, 2013. 10 9 u 9 r ACTORS THEATRE OF INDIANA, INC. NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 4. NET ASSETS RELEASED FROM RESTRICTIONS Permanently restricted net assets of $10,000 were released from restriction during the year ended July 31, 2013 due to the removal of restriction by the donor (Notes 1 and 6). 5. IN -KIND CONTRIBUTIONS The Organization receives various professional services, theatrical and office equipment, rent and supplies as in -kind contributions. In -kind contributed services were $18,822 and $61,238 for the years ended July 31, 2014 and 2013, respectively. In -kind contributed goods were $35,490 and $43,803 for the years ended July 31, 2014 and 2013, respectively. The contributed goods and services were primarily related to administrative activities. In 2012, the Organization entered into a lease agreement for office space. The lease expires in March 2016 and the space, which has an estimated value of $2,689 per month, is being donated to the Organization in exchange for tickets to certain performances. The estimated value of the office space was $32,273 for the years ended July 31, 2014 and 2013, and has been included in the statements of activities as an in -kind contribution. 6. ENDOWMENT FUND The Organization created an Endowment Fund (the "Endowment ") during 2011 in order to support the ongoing operations of the Organization. The Endowment consisted entirely of one donor - designated fund and was classified as permanently restricted in the statement of financial position. In 2013, the donor released the restriction of the funds (Notes 1 and 4). 7. CONCENTRATIONS As of July 31, 2014, one (1) grantor represented 100% of grants receivable and one (1) grantor represented 84% of grant revenue for the year then ended. As of July 31, 2013, one (1) grantor represented 100% of grants receivable and two (2) grantors represented 95% of grant revenue for the year then ended. 11 ACTORS THEATRE OF INDIANA, INC. NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 8. FINANCIAL PERFORMANCE As of July 31, 2014, the Organization's statement of financial position reflects a deficit in net assets. Additionally, the Organization's cash reserves are not sufficient to sustain operations for an extended period of time. These factors, when taken together, raise substantial doubt as to the Organization's ability to continue to operate as a going concern. The following are highlights of the Organization's achievements along with its plan for sustaining its operations on a long -term basis. Since incorporating as a theatre group in 2005, the Organization has been encouraged by the Mayor of Carmel to consider making the Carmel Center for the Performing Arts (the "Center ") its home. The City of Carmel has provided financial support to the Organization every year with the promise that this would continue once the move was made to the Center. The Organization was thrilled with the prospect of having a permanent home in Carmel, one of the most affluent and fastest growing communities in the country and recently voted the number one small city to live in America by Money Magazine. Since moving to the Center in June 2011, the Organization has made tremendous strides, including the following: • Continued to receive annual funding from the City of Carmel. Most recently, in May 2014, the Organization received an Arts Grant in the amount of $102,000; • Restructured the fee schedule with the City of Carmel and The Center for the Performing Arts for performances in the Studio Theatre resulting in significant cost savings for those performances taking place in the Studio Theatre; • Hired an Executive Director with experience in for - profit and non - profit management in 2012. In 2013, the Organization began paying a salary to the Executive Director; • Moved into in -kind office space in 2012 which can accommodate all management functions; • Moved into in -kind rehearsal space in 2012 with enough space for all warehouse storage requirements, as well as a production scene shop; • Hired a Director of Marketing and Business Development in 2013; • In 2012, the organization created a Guild of 15 enthusiastic, high - profile women in the community to manage the annual fund raising Gala, as well as host other social and fund raising events throughout the year; • Increased season tickets subscribers by 15% from the 2013 season; • Continued to utilize the services of a professional grant writer; • Added five additional members to the Board of Directors in the past six months who bring strong corporate identities and professional connections to assist the Organization. 12 ACTORS THEATRE OF INDIANA, INC. NOTES TO FINANCIAL STATEMENTS JULY 31, 2014 AND 2013 Due to its location in one of the fastest growing communities in the country, it's strong and growing patron base, and the leadership of three tremendously talented and enthusiastic professional performers, Management continues to believe that the Organization can overcome its financial shortfalls and become the premier attraction at The Center for the Performing Arts. Notable events occurring after the end of the 2014 fiscal year include the following: • Received notification in October 2014 that the Organization has been awarded a second grant in the amount of $15,000 from the Allen Whitehill Clowes Charitable Foundation, Inc. The funds are expected to be received in December 2014 and are intended to be used for upgrading the technical equipment used in productions; • Held discussions with several arts organizations in the Indianapolis area regarding the possibility of presenting joint productions in the respective theatres. Though still early in the process, the discussions highlight a willingness for the organizations to expand their artistic footprint in the region; • The Organization will continue to strengthen and diversify the Board of Directors from within the Carmel community with individuals who have a passion for the arts and who can improve its chances of identifying and obtaining corporate financial support and sponsorships. After implementation of the plan discussed above, Management and the Board of Directors believe that the Organization will return to profitability and be capable of growing and sustaining its operations on a Tong -term basis. 13 Alerding es CPA GROUP INVESTED IN YOUR SUCCES ACTORS THEATRE OF INDIANA, INC. 2012 TAX RETURNS FEDERAL AND INDIANA UIICHAEL-P.£ALEROING , j CHAELE. FARMER CPA MICHAEL A. STATON CPA CANDACE T GRAHAM CPA CSI Form 990 Department of the Treasury Internal Revenue Service Return of Organization Exempt From Income Tax Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation) ® The organization may have to use a copy of this return to satisfy state reporting requirements. OMB No. 1545 -0047 2012 A For the 2012 calendar year, or tax year beginning AUG 1 2 012 an Open to Public Inspection B Check if applicable: C Name of organization Actors Theatre of Indiana, Inc. by providing creative opportunities and guidance to artists. D Employer identification number 20- 2530124 I Addrcharr e 9ss Name change Doing Business As g I 1= Number and street (or P.O. box if mail is not delivered to street address) 510 3rd Avenue SW, Suite D Room /suite E Telephone number 317 - 669 -7983 Iand' "- Amended return City, town, or post office, state, and ZIP code Carme 1, IN 46032 40 G Gross receipts $ 490,212. 1 I"ppli`a- lion H(a) Is this a group return pending F Name and address of principal officer:Jlm Reilly 510 3rd Avenue SW, Suite D, Carmel, IN 4603 for affiliates? 1 Yes No H(b) Are all affiliates included?' IYes 1 INo I Tax- exempt status: I_XJ 501(c)(3) 1 501(c) ( )• (insert no.) f 1 4947(a)(1) or 527 If "No," attach a list. (see instructions) H(c) Group exemption number 110. J Website: ® WWw. actorstheatreof indiana . orq Current Year K Form of organization: X1 Corporation 1 Trust 1 Association 1 Other • L Year of formation: 20051 M State of legal domicile: IN Part 1 Summary Activities & Governance 1 Briefly describe the organization's mission or most significant activities: Advance theatre as an art form by providing creative opportunities and guidance to artists. 2 Check this box ► 1 if the organization discontinued its operations or disposed of more than 25% of its net assets. 3 17 3 Number of voting members of the governing body (Part VI, line 1 a) 4 Number of independent voting members of the governing body (Part VI, line 1 b) 5 Total number of individuals employed in calendar year 2012 (Part V, line 2a) 6 Total number of volunteers (estimate if necessary) 7 a Total unrelated business revenue from Part VIII, column (C), line 12 b Net unrelated business taxable income from Form 990 -T, line 34 4 17 5 PTIN P00047979 40 6 40 7a 180 0 . 7b 0 . lRevenue 8 Contributions and grants (Part VIII, line 1h) 9 Program service revenue (Part VIII, line 2g) 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d) 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 12 Total revenue - add lines 8 through 11 (must equal Part VIII, column (A), line 12) Prior Year Current Year 109,885. 262,021. 155,537. 209,996. 0 . 2. 4,495. 18 ,19 3 . 269,917. 4 9 0 , 212 . JExpenses 13 Grants and similar amounts paid (Part IX, column (A), lines 1 -3) 14 Benefits paid to or for members (Part IX, column (A), line 4) 15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5 -10) 16a Professional fundraising fees (Part IX, column (A), line 11e) b Total fundraising expenses (Part IX, column (D), line 25) ® 46,073 0 . 0 . 0 . 0 , 101,064. 201,984. 0 . 0 . 17 Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e) 18 Total expenses. Add lines 13 -17 (must equal Part IX, column (A), line 25) 19 Revenue less expenses. Subtract line 18 from line 12 200,518. 3 3 7 , 4 9 2 . 301,582. 5 3 9 , 4 7 6 . -31,665. - 4 9 , 2 6 4 . Net Assets or Fund Balances 20 Total assets (Part X, line 16) 21 Total liabilities (Part X, line 26) 22 Net assets or fund balances. Subtract line 21 from line 20 Beginning of Current Year End of Year 74,443. 6 8, 2 2 9. 146,194. 189,244. -71,751. -121, 015 . art II Jignature bloc Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge. Sign Here Signature of officer 6,, Jim Reilly, Executive Director Date Type or print name and title Paid Preparer Use Only Print/Type preparer's name Candace T Graham Preparer's signature ..=...___-- Date 'o%/5 Check I PTIN P00047979 if self- employed Firm's name 1 Alerdinq CPA Group Firm's EIN ® 35-2043580 Firm's address to. 4181 E 96th Street, Suite Indianapolis, IN 46240 180 Phone no. (317) 569 -4181 May the IRS discuss this return with the preparer shown above? (see instructions) 232001 12 -10 -12 LHA For Paperwork Reduction Act Notice, see the separate instructions. Ixl Yes 1 INo Form 990 (2012) Form 8868 (Rev. January 2013) Department of the Treasury Internal Revenue Service Application for Extension of Time To File an Exempt Organization Return '- File a separate application for each return. OMB No. 1545 -1709 o If you are filing for an Automatic 3 -Month Extension, complete only Part! and check this box ® LXJ o If you are filing for an Additional (Not Automatic) 3 -Month Extension, complete only Part II (on page 2 of this form). Do not complete Part 11 unless you have already been granted an automatic 3 -month extension on a previously filed Form 8868. Electronic filing (e- file). You can electronically file Form 8868 if you need a 3 -month automatic extension of time to file (6 months for a corporation required to file Form 990 -T), or an additional (not automatic) 3 -month extension of time. You can electronically file Form 8868 to request an extension of time to file any of the forms listed in Part I or Part II with the exception of Form 8870, Information Return for Transfers Associated With Certain Personal Benefit Contracts, which must be sent to the IRS in paper format (see instructions). For more details on the electronic filing of this form, visit www.irs.gov /efile and click on e -file for Charities & Nonprofits. Automatic 3 -Month Extension of Time. Only submit original (no copies needed). Part 1 A corporation required to file Form 990 -T and requesting an automatic 6 -month extension - check this box and complete Part I only All other corporations (Including 1120 -C filers), partnerships, REMICs, and trusts must use Form 7004 to request an extension of time to file income tax returns. 1 Type or print File by the due date for filing your return. See instructions. Name of exempt organization or other filer, see instructions. Actors Theatre of Indiana, Inc. Employer identification number (EIN) or 20- 2530124 Number, street, and room or suite no. If a P.O. box, see instructions. 160 W. Carmel Drive, Ste 207 Social security number (SSN) City, town or post office, state, and ZIP code. For a foreign address, see instructions. Carmel, IN 46032 Enter the Return code for the return that this application is for (file a separate application for each return) 0 Application Is For Return Code Application Is For Return Code Form 990 or Form 990 -EZ 01 Form 990 -T (corporation) 07 Form 990 -BL 02 Form 1041 -A 08 Form 4720 (individual) 03 Form 4720 09 Form 990 -PF 04 Form 5227 10 Form 990 -1 (sec. 401(a) or 408(a) trust) 05 Form 6069 11 Form 990 -T (trust other than above) 06 Form 8870 12 __-- Don Farrell O The books are in the care of 16 0 W . Carme 1 Drive, Ste 207 - Carmel, IN 46032 Telephone No. ® 317 - 6 6 9 - 7 9 8 3 FAX No to- ® If the organization does not have an office or place of business in the United States, check this box O If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) . If this is for the whole group, check this box - 1. If it is for part of the group, check this box 1 - and attach a list with the names and EINs of all members the extension is for. I 1 I request an automatic 3 -month (6 months for a corporation required to file Form 990 -T) extension of time until March 15, 2014 , to file the exempt organization return for the organization named above. The extension is for the organization's return for: 1 i calendar year or LxJ tax year beginning AUG 1, 2012 , and ending JUL 31, 2013 2 If the tax year entered in line 1 is for less than 12 months, check reason: Change in accounting period Initial return Final return 3a If this application is for Form 990 -BL, 990 -PF, 990 -1, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See instructions. b If this application is for Form 990 -PF, 990 -T, 4720, or 6069, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit. c Balance due. Subtract line 3b from line 3a. Include your payment with this form, if required, by using EFTPS (Electronic Federal Tax Payment System). See instructions. 3a $ 0 -. 3b 3c Caution. If you are going to make an electronic fund withdrawal with this Form 8868, see Form 8453 -EO and Form 8879 -EO for payment instructions. LHA For Privacy Act and Paperwork Reduction Act Notice, see instructions. 223841 01 -21 -13 Form 8868 (Rev. 1- 2013) Form 990 ( 2012) Actors Theatre of Indiana, Inc. 20- 2530124 Paget Part 111 j Statement of Program Service Accomplishments Check if Schedule 0 contains a response to any question in this Part III 1 Briefly describe the organization's mission: The mission of Actors Theatre of Indiana (ATI) is to celebrate the power of theatre and contribute to life in Central Indiana by offering high quality professional theatre performances and programs that engage, inspire, educate and entertain. 2 Did the organization undertake any significant program services during the year which were not listed on the prior Form 990 or 990 -EZ? If "Yes," describe these new services on Schedule O. Yes LX] No 3 Did the organization cease conducting, or make significant changes in how it conducts, any program services? IYes .Xi No If "Yes," describe these changes on Schedule O. 4 Describe the organization's program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported. 4a (Code: ) (Expenses $ 3 88 , 3 91 . including grants of $ Our 2013 season included Gypsy, Route 66, Musical of Musicals, and My Way. ) (Revenue $ 209 , 996. ) 4b (Code: ) (Expenses $ including grants of $ ) (Revenue $ 4c (Code: ) (Expenses $ including grants of $ ) (Revenue $ 4d Other program services (Describe in Schedule 0.) (Expenses $ including grants of $ 4e Total program service expenses ® 388,391. ) (Revenue $ 232002 12 -10 -12 2 Form 990 (2012) Form 990 2012) Actors Theatre of Indiana, Inc. Part IV I Checklist of Required Schedules 20- 2530124 Page3 1 Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A 2 Is the organization required to complete Schedule 8, Schedule of Contributors? 3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I 4 Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part 11 5 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue. Procedure 98 -19? If "Yes," complete Schedule C, Part III 6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I 7 Did the organization receive or hold a conservation easement, including easements to preserve open space, the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II 8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part Ill 9 Did the organization report an amount in Part X, line 21, for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV 10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi- endowments? If "Yes," complete Schedule D, Part V 11 If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable. a Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete Schedule D, Part VI b Did the organization report an amount for investments - other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16 ?1s /f "Yes," complete Schedule D, Part V11 c Did the organization report an amount for investments - program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part V/// d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X f Did the organization's separate or consolidated financial statements for the tax year include a footnote that addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X 12a Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete Schedule D, Parts XI and XII b Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional 13 Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E 14a Did the organization maintain an office, employees, or agents outside of the United States? b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV 15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If "Yes," complete Schedule F, Parts 11 and IV 16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If "Yes," complete Schedule F, Parts III and IV 17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11 e? If "Yes," complete Schedule G, Part I 18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1 c and 8a? If "Yes," complete Schedule G, Part II 19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part 111 20a Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H b If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return? Yes No 1 X 2 X 3 X 4 X 5 X 6 X 7 X 8 X 9 X 10 X 11a X 11b X 11c 11d X 11e X 11f X 12a X 12b 13 14a X X X 14b X 15 X 16 X 17 X 18 X 19 20a X X 20b 232003 12 -10 -12 3 Form 990 (2012) Form 990 2012) Actors Theatre of Indiana, Inc. Part IV j Checklist of Required Schedules (continued) 20- 2530124 Page4 21 Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If "Yes," complete Schedule 1, Parts I and 11 22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If "Yes," complete Schedule 1, Parts I and III 23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization's current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J 24a Did the organization have a tax- exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If "Yes," answer lines 24b through 24d and complete Schedule K. If "No", go to line 25 b Did the organization invest any proceeds of tax- exempt bonds beyond a temporary period exception? c Did the organization maintain an escrow account other than a refunding escrow at any time during the year to defease any tax- exempt bonds? d Did the organization act as an on behalf of issuer for bonds outstanding at any time during the year? 25a Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990 -EZ? If "Yes," complete Schedule L, Part I 26 Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization's tax year? If "Yes," complete Schedule L, Part 11 27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part /1l 28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions): a A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV b A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV c An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV 29 Did the organization receive more than $25,000 in non -cash contributions? If "Yes," complete Schedule M 30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M 31 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I 32 Did the organization set, exchange, dispose of, or transfer more than 25% of its net assets ? /f "Yes," complete Schedule N, Part 11 33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701 -2 and 301.7701 -3? If "Yes," complete Schedule R, Part I 34 Was the organization related to any tax- exempt or taxable entity? If "Yes," complete Schedule R, Part I1, /11, or IV, and Part V, line 1 35a Did the organization have a controlled entity within the meaning of section 512(b)(13)? b If "Yes" to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2 36 Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non - charitable related organization? If "Yes," complete Schedule R, Part V, line 2 37 Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI 38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 11 b and 19? Note. All Form 990 filers are required to complete Schedule 0 Yes 21 X 22 X 23 X 24a X 24b 24c 24d 25a X 25b X 26 X 27 X 28a X 28b X 28c X 29 X 30 X 31 X 32 X 33 X 34 X 35a X 35b 36 37 X 38 232004 12 -10 -12 4 Form 990 (2012) Form 990_(2012) Actors Theatre of Indiana, Inc. Part V I Statements Regarding Other IRS Filings and Tax Compliance Check if Schedule 0 contains a response to any question in this Part V 20- 2530124 Page5 la Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable b Enter the number of Forms W -2G included in line 1 a. Enter -0- if not applicable c la 26 Yes No lb 0 Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? 2a Enter the number of employees reported on Form W -3, Transmittal of Wage and Tax Statements, filed for the calendar year ending with or within the year covered by this return 2a 40 b If at least one is reported on line 2a, did the organization file all required federal employment tax returns? Note. If the sum of lines la and 2a is greater than 250, you may be required to e-file (see instructions) 3a Did the organization have unrelated business gross income of $1,000 or more during the year? b If "Yes," has it filed a Form 990 -T for this year? If "No," provide an explanation in Schedule 0 4a At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? b If "Yes," enter the name of the foreign country: See instructions for filing requirements for Form TD F 90 -22.1, Report of Foreign Bank and Financial Accounts. 5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? c If "Yes," to line 5a or 5b, did the organization file Form 8886 -T? 6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? b If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? 7 Organizations that may receive deductible contributions under section 170(c). a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? b If "Yes," did the organization notify the donor of the value of the goods or services provided? c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? d If "Yes," indicate the number of Forms 8282 filed during the year 7d e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098 -C? 8 Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year? 9 Sponsoring organizations maintaining donor advised funds. a Did the organization make any taxable distributions under section 4966? b Did the organization make a distribution to a donor, donor advisor, or related person? 10 Section 501(c)(7) organizations. Enter: a Initiation fees and capital contributions included on Part VIII, line 12 10a b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities 11 Section 501(c)(12) organizations. Enter: a Gross income from members or shareholders 1la b Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) 10b 1lb 12a Section 4947(a)(1) non - exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041? b 12b 13 If "Yes," enter the amount of tax - exempt interest received or accrued during the year Section 501(c)(29) qualified nonprofit health insurance issuers. a Is the organization licensed to issue qualified health plans in more than one state? Note. See the instructions for additional information the organization must report on Schedule 0. b Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans c Enter the amount of reserves on hand 14a Did the organization receive any payments for indoor tanning services during the tax year? b lc X 2b X 3a X 3b 4a X 5a X 5b X 5c 6a X 6b 7a X 7b 7c X 7e X 7f X 7g 7h 8 9b 12a 13b 13a 13c If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule 0 14a X 14b 232005 12 -10 -12 5 Form 990 (2012)