214893 11/28/2012 CITY OF CARMEL, INDIANA VENDOR: 366258 Page 1 of 1
` ONE CIVIC SQUARE BOOTH TARKINGTON CIVIC THEATRE CHECK AMOUNT: $190,000.00
" CARMEL, INDIANA 46032 C/O MS KATE APPEL
3 CENTER GREEN STE 200 CHECK NUMBER: 214893
°M CARMEL IN 46032
CHECK DATE: 11/28/2012
DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION
504 4355101 2012 190, 000 . 00 2012 SUPPORT
i
:e;. ...
•
ARTS GRANT PROGRAM
AGREEMENT
This Grant Agreement (herein referred to as "Agreement") entered into by and between The City
of Carmel (the City) and Booth Tarkington Civic Theatre (the Grantee), is executed pursuant to the
terms and conditions set forth herein. In consideration of those mutual undertakings and
covenants, the parties agree as follows:
1. That on behalf of Grantee, a not-for-profit corporation, I,
Cheri Dick , an authorized representative of Grantee, am
applying for a City of Carmel ("Grantor") Arts Grant.
2. Purpose of this Grant Agree ent. The S ose o this Agreement is to enable the
City to award a grant of �'Dollars d 00 Cents ($XXX,XXX,XXX) 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.
t7&
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. A 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 (EXHIBIT E);
6. A list of the Grantee's board of directors and officers listed (EXHIBIT F).
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 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 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.
' 2
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 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 22-5-1-7.3. The Grantee agrees
to provide documentation to the City that he/she/it has enrolled and is participating in
the E-Verify program. Additionally, the Grantee is not required to participate if the
Grantee is self employed and does not employ any employees.
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 officers, employees,
contractors, subcontractors and/or agents are employees of City. The 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
3
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:
Booth Tarkin ton Civic Theatre, Inc.
("Grantee")
By: L
Printed Name of Officer: Cheri Dick Title: Executive Director
Date:4/16/2012
CITY OF CARMEL ("Grantor")
r
By: ��
f
James Brainard, Mayor
Date: 1 IPjl 1L
ATTEST:
Date: Z
If you have any question concerning the City of Carmel's 2012 Arts Grant Program,grant writing,guidelines or application materials,contact:
Sharon Kibbe,City of Carmel,One Civic Square,Cannel,IN 46032,Phone:317-571-2483,skibbe`cannel.in.gov.
4
April 16, 2012
The Hon. Mayor James Brainard
EXECUTIVE OFFICERS Office of the Mayor
D. Peter Dunbar City of Carmel
Chairman of the Board One Civic Square
Peter N.Anderson Carmel, IN 46032
Immediate Past Chair
Jason R. Boyewsky Dear Mayor Brainard,
Treasurer
Julie K. Koegel It is with a great deal of pride that I submit to you the request for support through the City of
Secretary Carmel Arts Grant Program.
TRUSTEES In our short period of time in the community, Booth Tarkington Civic Theatre has made
Noma J.Ault dramatic strides. The city has warm) welcomed us and expressed its appreciation for what
Thomas W. Beeler y y p pp
David H. Benz we are providing to enhance the quality of life for our Carmel residents. Prior to becoming a
Patrick Brauer full-time resident theatre at the Center for the Performing Arts, our patrons from Carmel
Andrew B. Buroker consisted of only 10% of our audience. Since our move to the community just 9 months ago,
Deborah L. Farmer we have seen our Carmel audience grow to a whopping 36%. The growth is astounding and
Doreen Squire Ficara the potential is even greater.
David L. Franklin
David A. Given
Matthew L. Goldberg Additionally, we are providing considerable economic impact for the community by boosting
William Grace theatre attendance among the Carmel households.
Connie Horwitz
Richard O. Kissel II Civic has quickly become a treasure for Carmel families and arts patrons. In order to
Lamonte A. Kuskye
Michael R. McConnell provide the quality of theatre art and education that the Tarkington Theater deserves, we
Sally McKelvey need the city's support to continue to make great things happen here at Civic Theatre and
David F. McNamar sustain our 97 year old legacy.
Robert J. Milford
William F. Perkins Thank you for strengthening our mission of fostering the love of theatre here in the Carmel
April J. Risk community.
James A.Schellinger
Chad E. Slaughter
Charles P. Sutphin B t,
Marianne W.Tobias
Mark S.Vollbrecht
James A.Ward 0 L
HONORARY TRUSTEES Cheri Dick
Katherine B.Appel Executive Director
Scott N. Flanders
Jeffrey E. Good Cc: Ms. Sharon Kibbe
Donald E. Knebel Mr. Donald E. Knebel
Charlie Morgan
Katharine Mothershead-Kruse
Hilary Stout Salatich
Carolyn M. Schaefer Gray
Lynn C.Tyler
Lynn C.Wilson
GOVERNORS OF THE
ENDOWMENT
G. Michael Dalzell
Gary K. Moss
J. Keith Stucker
BOOTH TARKINGTON CIVIC THEATRE,INC.
The Tarkington • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923-4597 317/923-3548 Fax CivicTheatre.org
EXHIBIT A
BOOTH TARKINGTON CIVIC THEATRE,INC.
The Tarkington • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923-4597 317/923-3548 Fax CivicTheatre.org
Booth Tarkington Civic Theatre
Booth Tarkington Civic Theatre respectfully requests $250,000 to support its Mainstage, educational, and outreach programming
during the 2012-2013 season.
2012.2013 Program Overview: The 2012-2013 Mainstage season will be comprised of five fully-staged productions: A CHORUS
LINE (September 2012); THE WOMAN IN BLACK(October 2012); JOSEPH AND THE AMAZING TECHNICOLOR
DREAMCOAT (December 2012); THE FOX ON THE FAIRWAY (February 2013); and INTO THE WOODS (April 2013).
Additionally, Civic will provide school matinee performances and the annual Jr. Civic Musical, a production for kids by kids. Civic
projects serving approximately 36,000 audience members through these seven productions, 35% of whom are Carmel residents
—an increase in Carmel constituency of over 25% since leaving Marian University. The remaining 65%of patrons live outside the
City of Carmel and are now traveling to this community, bringing economic activity to downtown Carmel. According to a recent
economic impact study conducted by the Arts Council of Indianapolis, a typical arts patron spends approximately$43 on a night
out beyond the cost of admission—spent at local businesses on dinner, drinks, dessert, accommodations, souvenirs, etc. When
including the total cost of a ticket at$42, Civic patrons who live outside Carmel will generate $1,913,400 in economic activity at
Carmel businesses in the 2012-2013 season—activity that would not occur without Booth Tarkington Civic Theatre's presence
and work in the community.
In addition to Civic's regular Mainstage productions, Jr. Civic education and outreach programs serve over 15,000 community
members annually through in-house classes and workshops, educational productions, free admissions, and theatre education for
at-risk students. Since 1941, Civic Theatre's Jr. Civic education program has offered the only year-round, theatre-based
performing arts program in the state of Indiana, and thus, it has earned a stellar reputation as the foremost school for musical
theatre education in central Indiana, located right here in Carmel. Under the guidance of professional instructors, students ages
18 months through seniors are provided a multidisciplinary curriculum designed to connect theatre proficiencies with life skills
such as discipline, self-confidence, commitment, and team work. In its new facility, Civic has an expanded capacity to provide
educational opportunities, enabling the organization to offer over 100 diverse courses through 284 class sessions annually.
During the 2012-2013 season, Civic anticipates serving approximately 2,000 students through in-house courses, providing over
5,000 free admissions to underserved individuals, and implementing free arts education for over 1,000 students. Jr. Civic staff
estimate that over 50% of current students are Carmel residents.
Mainstage: Civic is a community theatre, employing over 2,000 local volunteers annually in roles onstage and behind the scenes.
Volunteers fill roles in administration, as ushers, on the Board of Trustees, and most importantly, they are the skilled artisans in
the costume shop, the scene shop, onstage, and behind-the-scenes. Civic's exceptionally talented performers are central
Indiana's finest lawyers, public relations directors; bank tellers, and teachers. The Theatre provides these individuals the
opportunity to display their talents in a professional environment without a long-term, sacrificial commitment to the life of a full-
time performer.
Booth Tarkington Civic Theatre's unique composition of avocational performers and volunteers led by experienced theatre
professionals sets it apart from other performing arts organizations in central Indiana. Although a community theatre, Civic is a
distinctive hybrid of professional artists who ensure the quality of the Theatre's productions, backed by the support of talented
local artists who volunteer their time, minimizing overhead expenses. Civic has a unique capacity to involve and educate the
community by providing opportunities to work alongside highly regarded designers and directors, including full-time staff
members who possess MFAs in their disciplines. The Theatre employs additional freelance artists—choreographers, musicians,
directors, and designers. As continuing students of theatre, all of Civic's theatre professionals ensure cutting-edge educational
opportunities for all who approach the organization with an eagerness to learn. Production staff estimate that 50% of all cast
members new to Civic are Carmel artists whose need for a creative outlet is satisfied by Civic programs.
Because of its unique composition and investment in local talent, Civic is able to produce superior musicals at an affordable price.
Although highly rewarding for audience members and performers alike, musicals are among the most expensive forms of
entertainment to produce. Requiring larger casts, additional and often more extravagant costumes, a live orchestra, and more
complex scenery and technical aspects, musicals are generally not financially viable artistic pursuits, unless they include a hefty
ticket price. However, Civic's minimal overhead expense, due to the use of exceptional community talent in production roles,
reduces the total cost of producing a musical without sacrificing artistic excellence. The result is first-rate musical theatre
available to central Indiana audiences at a competitive price.
EXHIBIT A City of Carmel April 16, 2012
Booth Tarkington Civic Theatre
Education: Jr. Civic provides a broad range of workshops for students ages 18 months and up, with an additional series of
courses for adults through the Tarkington Studio Series. With its breadth of course offerings, Jr. Civic provides tracks of study
through which young performers can move on to more advanced courses once they have mastered the basics. All curricula is
tied to Indiana's academic standards, ensuring that the lessons are age appropriate and challenging. Furthermore, instructors—
all experienced theatre professionals, several of whom are currently performing —evaluate each student's performance
throughout the course in order to provide constructive feedback and recommendations for progression through Jr. Civic's levels
of study.
Jr. Civic workshops are unique to central Indiana in that they are based on skill development rather than product development. In
other words, Jr. Civic students improve and perfect their performance skills through participation rather than paying tuition to
rehearse a production for performance. Jr. Civic's philosophy is to build a superior performer through proper technique and
intensive study. Jr. Civic's success in this approach is demonstrated over and over again as former students appear in Broadway
productions, television shows, and on stages throughout central Indiana's theatre community, This approach to theatre education
promotes meaningful and lasting change in the life of each student by not only improving performance technique, but also by
increasing skills necessary for academic success such as communication, teamwork, commitment, creative thinking, problem
solving, self discipline, empathy, and cultural literacy. Furthermore, studies show that students of the arts are more engaged in
their classes, as a result, scoring 30 to 50 points higher than the national average on the Scholastic Aptitude Test(SAT).
Civic's Tarkington Studio Series of classes for teens, adults, and seniors provides professional instruction in singing, acting, and
dance to practice, hone, and perfect performance skills. Group classes are available as well as one-on-one coaching sessions
and options are available to address all skill and interest levels. These workshops also provide opportunities for Civic's regular
performers to stay involved between productions, building their performance skills to enhance Civic's Mainstage programming.
Outreach: In pursuit of its mission to foster a love of theatre through imagination, education, and participation, Civic provides
outreach initiatives to promote diversity within the population served. Through DramaWorks, Backstage Pass, and SneakView,
Civic is able to reach preschoolers through seniors from all socio-economic backgrounds. A recently published report from the
National Endowment for the Arts mostly found schools with the highest percentage of free or reduced-price lunch-eligible
populations significantly less likely to provide students with access to arts education at both the elementary and secondary levels.
This means that the nation's poorest students—the ones who could benefit the most from arts education through increased
academic success, higher career goals, and civic engagement—are receiving it the least.
Understanding theatre's unique ability to promote language and social development, Civic developed DramaWorks, a program
designed to provide arts education to low income and at-risk students whose schools cannot offer this important aspect of a
complete education. Through DramaWorks, Civic provides early childhood education for low income youth through partnerships
with Day Nursery and St. Mary's Child Center. Through Civic's interactive program of study, preschoolers prepare for
kindergarten by experiencing theatre in the classroom, in the audience, on the stage, and behind the scenes. Additionally,
DramaWorks serves Challenge Foundation Academy in the Meadows, a neighborhood infamous for its high crime and poverty
rates, with weekly drama classes for 4th and 5th grade students, These students also receive free admission to Civic's annual
school matinee to round out their education through theatre,
Schools groups receive arts education at Civic through the one-of-a-kind program, Backstage Pass, an interactive, hands-on tour
of the theatre and all its support areas targeting preschool-and elementary-aged students. The program is available throughout
the season for a nominal fee of$3 per child and encourages a life-long appreciation for the arts. A similar program—All Access
Pass—has been developed in partnership with the Center for the Performing Arts and provides tours of the entire complex of
performance spaces at the Center. All Access Pass participants also receive a ticket voucher to Civic's annual Jr. Civic Musical
to promote continued participation in the arts.
To address underserved adults, SneakView is held during the final dress rehearsal for all of Civic's Mainstage productions and
allows low income clients of social service agencies to experience live theatre free of charge. Over 200 central Indiana
retirement homes, shelters, rehabilitation centers, youth service organizations, etc. —including 10 located in Carmel—are invited
to participate in the program each year, and over 3,000 individuals benefit from this opportunity annually, 80%of whom are
seniors living on fixed incomes.
Booth Tarkington Civic Theatre looks forward to ENHANCING the quality of life for the entire community
with the support of the City of Carmel in the 2012-2013 season.
EXHIBIT A City of Carmel April 16, 2012
-a
o�gb•
'm
EXHIBIT B
BOOTH TARKINGTON CIVIC THEATRE,INC.
The Tarkington • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923-4597 317/923-3548 Fax CivicTheatre.org
Booth Tarkington Civic Theatre
2012-2013 Budget Summary*
REVENUE
Mainstage
Subscriptions $135,000
Single ticket sales $350,000
Group ticket sales $100,000
Jr. Civic ticket sales $15,000
Subtotal Mainstage $600,000
Production
Classes and workshops $100,000
Rentals and sales $17,500
Concessions $3,500
Subtotal Production $121,000
Support
Foundations $241,000
Governmental Support(Incl. City of Carmel) - $259,000
Individuals and Bequests $26,300
Corporate sponsorships $111,000
Fundraiser $60,000
Other $2,500
Subtotal Support $699,800
Endowment Transfers (Capital Campaign) $879,250
TOTAL REVENUE $2,300,050
EXPENSES
Salaries and benefits $725,000
Production $455,000
Marketing and advertising $225,000
Administrative $194,000
Facilities $545,000
Fundraiser $35,000
Civic classes $93,200
Development $16,850
Group sales $8,000
Concessions $3,000
TOTAL EXPENSES $2,300,050
"This budget is a preliminary projection and has not been approved by the
Board of Trustees.
P
EXHIBIT C
BOOTH TARKINGTON CIVIC THEATRE,INC.
The Tarkington • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923-4597 317/923-3548 Fax CivicTheatre.org
State of Indiana
Office of the Secretary of State
CERTIFICATE OF REINSTATEMENT
of
THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS INC
1,TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Reinstatement
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; May 30, 2008.
--- In Witness Whereof, I have caused to be
affixed my signature and the sea] of the
tltl....b.tl•°
• tl.•°° State of Indiana; at the City of Indianapolis,
® May 30, 2008.
1.+ s
e
!ryA S
i
W
• "� a TODD ROKITA,
�'•�' •`• SECRETARY OF STATE
a�,•
a
194150-089/2008053033672
be
R['n
EXHIBIT D
BOOTH TARKINGTON CIVIC THEATRE,INC.
The Tarkington • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923-4597 317/923-3548 Fax CivicTheatre.org
i�
�
IRS Dcporunrnl �Af lhr T�rusury
l�'� 111(ernal Revenue service,
P . O . Box 2508 , Room 4010 In reply refer to : 4077550279
Cincinnati OH 45201 Mar . 29 , 2012 LTR 4168C 0
35-0230360 000000 00
00039084
BODC : TE
THE BOOTH TARKINGTON CIVIC THEATRE
INC
ROBERT SORBERA
} 3 CENTER GREEN SUITE 200
EE CARMEL IN 46032-3809
014399
Employer Identification Number : 35-0230360
Person to Contact : Sophia Brown
Toll Free Telephone Number : 1-877-829-5500
Dear Taxpayer :
This is in response to your Feb . 15 , 2012 , request for information
regarding your tax-exempt status .
Our records indicate that you were recognized as exempt under
section 501 ( c) ( 3) of the Internal Revenue Code in a determination
letter issued in April 1953 .
Our records also indicate that you are not a private foundation within
the meaning of section 509 (a ) of the Code because you are described in
section ( s ) 509 (a ) ( 1 ) and 170 (b ) ( 1 ) (A) ( vi ) .
Donors may deduct contributions to you as provided in section 170 of
the Code . Bequests , legacies , devises , transfers , or gifts to you or
for your use are deductible for Federal estate and gift tax purposes
if they meet the applicable provisions of sections 2055 , 2106 , and
2522 of the Code .
Please refer to our website www . irs . gov/eo for information regarding
filing requirements . Specifically , section 6033(j ) of the Code
provides that failure to file an annual information return for three
consecutive years results in revocation of tax-exempt status as of
the filing due date of the third return for organizations required to
file . We will publish a list of organizations whose tax-exempt
status was revoked under section 6033 ( j ) of the Code on our website
beginning in early 2011 .
If you have any questions , please call us at the telephone number
shoo-,,n in the heading of this letter .
Sincerely yours ,
Cindy Thomas
Manager , EO Determinations
EXHIBIT E
BOOTH TARKINGTON CIVIC THEATRE,INC.
The Tarkington • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923-4597 317/923-3548 Fax CivicTheatre.org
The Booth Tarkington Civic Theatre, Inc.
(Formerly The Booth Tarkington Civic Theatre
of Indianapolis, Inc.)
Financial Statements
Years Ended June 30, 2011 and 2010
La��Ro�a}���.
A LIMITED L I A B I,L I.T Y",C CIM PA NY
Report of Lidependent Auditor's Joseph S.La Rosa
Mary H.Rlggle
Michael P.Merkel
Board of Trustees Neal R.Stegemiller
The Booth Tarkington Civic Theatre, Inc. Member Oivismn at CPA firms AICPA
We have audited the accompanying statements of financial position of The Booth Tarkington
Civic Theatre, Inc., (a nonprofit organization), as of June 30, 2011 and 2010, the related
statement of activities for the year ended June 30, 2011 and the statements of cash flows for the
years ended June 30, 2011 and 2010. These financial statements are the responsibility of the
Organization's management. Our responsibility is to express an opinion on these financial
statements based on our audits. The prior year summarized comparative information has been
derived from the Organization's June 30, 2010 financial statements and, in our report dated
February 11, 2011 we expressed an unqualified opinion on those financial statements.
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 whether the financial statements are free of material misstatement.
An audit includes examining on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of The Booth Tarkington Civic Theatre, Inc. as of June 30,
2011 and 2010, and the changes in its net assets and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matter - As described in detail in Notes I and 10 of the accompanying notes to
these financial statements, the Organization committed to a plan to move to the Carmel
Regional Performing Arts Center on July 1, 2011. This move will result in the abandonment
of various assets at the Marian Hall Theatre location. Any such assets expected to be
abandoned are classified as held and used until disposed of. The abandonment of assets prior
to their previously estimated useful lives requires that the depreciation estimates be revised to
reflect the shortened useful life. As such, the Orc anization has accelerated the remaining
depreciation of the affected assets over a 19.E month period commencing November 17, 2009,
resulting in additional depreciation expense of 5903,926 and $564,917 for the years ended June
30, 2011 and 2010, respectively. The above auditor's opinion is not modified with respect to
this matter.
Indianapolis, Indiana
December 16, 2011
Chamber of Commerce Building•320 N.Meridian Street,Suite 328
Indianapolis,Indiana 46204-1722
Phone 317 634-8777•Fax:317 634-8779
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
STATEMENTS OF FINANCIAL POSITION
AT JUNE 30
2011 2010
Assets:
Unrestricted assets:
Cash and cash equivalents - Note l and Note 7......................................... $ 1 1,414 26,136
Inventories, prepaid expenses and deposits .............................................. 62,370 22,309
Grants and other receivables -Note 1 ..................................................... 5,327 13,419
Property, improvements, office and theatre equipment - net of accumulated
depreciation of$17,966 for 2011 and $725,535 for 2010 - Note 1 and Note 10. 19,408 647,533
Due from temporarily restricted net assets............................................... 286,360 57,831
Due to permanently restricted net assets - Note 3 ...................................... (793,641) (218,000)
Temporarily restricted assets:
Cash and cash equivalents - Note 1 and Note 7......................................... 227,719 10,572
Capital campaign pledges receivable - net of discount of$33,607 for 2011 - Note 2 550,167 -
Other pledged contributions receivable- Note 2........................................ 36,776 36,776
Property, improvements, office and theatre equipment-net of accumulated
depreciation of$64,115 for 2011 and$552,179 for 2010 - Note 1 and Note 10. 995 287,567
Due to unrestricted net assets .............................................................. (286,360) (57,831)
Permanently restricted assets - Note 3:
Cash and cash equivalents - Note 1 and Note 7......................................... (72,778) 41,761
Accrued investment income ................................................................ 2,410 3,963
Investments - Note 3 and Note 11......................................................... 848,716 1,139,665
Due from unrestricted net assets - Note 3 ............................................... 793,641 218,000
Total Assets......................................................................................... $ 1,692,524 $ 2,229,701
Liabilities and Net Assets:
Accountspayable................................................................................. $ 16,219 $ 46,184
Deferred revenues - performances - Note 1.................................................. 144,303 144,562
TotalLiabilities.................................................................................... 160,522 190,746
Net Assets:
Unrestricted....................................................................................... (569,284) 358,482
Temporarily restricted:
Plant............................................................................................ 35,489 322,061
Ot her........................................................................................... 493,808 (44,977)
Permanently restricted - Note 3:
Endowment ................................................................................... 1,571,989 1,403,389
TotalNet Assets ................................................................................... 1,532,002 2,038,955
Total Liabilities and Net Assets ................................................................ $ 1,692,524 $ 2,229,701
See Auditor's Report and Accompanying Notes to Financial Statements
-3-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARIiINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
STATEMENTS OF ACTIVITIES FOR THE YEAR ENDED.TUNE 30, 2011
WITH SUMMARIZED FINANCIAL INFORMATION FOR THE YEAR ENDED JUNE 30, 2010
Temporarily
Restricted
Unrestricted Unrestricted Temporarily Capital Permanently
Operating Board Designated Restricted Campaign & Restricted
Fund Fund Plant Other Endowment 2011 2010
Revenues, Gains and Other Support:
Production revenue.................................. $ 486,315 $ 486,315 $ 467,868
Tuitions............................................... 62,158 62,158 58,051
Advertising........................................... - - 29,510
Concessions .......................................... 12,652 12,652 14,260
Rentals................................................ 7,231 7,231 20,422
Total Production ................................ 568,356 568,356 590,1 1 1
Support:
Bequests .............................................. 1,156 1,156 8,973
Grants................................................. 141,285 $ 68,500 209,785 195,075
Corporate contributions ............................ 23,323 23,323 15,850
Individual contributions ............................ 77,716 829,896 $ 35,145 942,757 145,243
Partners in Theatre Education..................... - - -
Sponsorships ......................................... 81,250 81,250 73,032
Concert Series ....................................... - - 42,830
Student Matinees .................................... - - 38,500
Fundraising events, net of expenses.............. (2,632) (2,632) 21,304
Other - Note 8....................................... 17,874 17,874 19,836
Income on investments ............................. 10 42,358 42,368 53,312
Gain (loss) on sale of investments and
Other assets $ (1,167) $ (67) 1,578 344 18,827
Net unrealized gain (loss) on investments ....... - 151,910 151,910 108,568
Net assets released from restrictions:
Transfer of investment income................ 59,076 (59,076) - -
Satisfaction of program restrictions .......... 362,936 (359,621) (3,315) - -
Expiration of time restrictions ................ 286,505 (286,505) - -
Total Support.................................. 1,048,489 (1,167) (286,572) 538,785 168,600 1,468,135 741,350
Total Revenues, Gains and Other Support 1,616,845 (1,167) (286,572) 538,785 168,600 2,036,491 1,331,461
See Auditor's Report and Accompanying Notes to Financial Statements
-4-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
STATEMENTS OF ACTIVITIES FOR TIIE YEAR ENDED JUNE 30, 2011
WITH SUMMARIZED FINANCIAL INFORMATION FOR THE YEAR ENDED JUNE 30, 2010 (continued)
Temporarily
Restricted
Unrestricted Unrestricted Temporarily Capital Permanently
Operating Board Designated Restricted Campaign & Restricted
Fund Fund Fund Other Endowment 2011 2010
Expenses - Note 12:
Production.................................... $ 907,140 $ 907,140 $ 902,256
-Management and general................... 436,107 436,107 574,998
Depreciation - Note l and Note 10....... 302,295 $ 613,217 915,512 677,219
Other.......................................... 284,685 284,685 84,854
Total Expenses.......................I............ 1,930,227 613,217 2,543,444 2,239,327
Change In Net Assets............................ (313,382) (614,384) $ (286,572) $ 538,785 $ 168,600 (506,953) (907,866)
Net Assets at Beginning of Year............... (255,207) 613,689 322,061 (44,977) 1,403,389 2,038,955 2,946,821
Net Assets at End of Year ...................... $ (568,589) $ (695) $ 35,489 $ 493,808 $ 1,571,989 $ 1,532,002 $ 2,038,955
See Auditor's Report and Accompanying Notes to Financial Statements
-5-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
STATEMENTS OF CASH FLOWS
YEARS ENDED .JUNE 30
2011 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Change in Net Assets........................................................................... $ (506,953) (907,866)
Adjustment to reconcile change in net assets to net cash used in operating
activities:
Depreciation.............................................................................. 915,512 677,219
Net unrealized loss (gain) on long term investments ............................... (151,910) (108,568)
Loss on disposal of fixed assets ....................................................... 1,234 -
Change in:
Inventories and prepaid expenses.................................................... (40,061) 13,834
Capital campaign pledges receivable................................................ (550,167) -
Other receivables ...................................................................... 8,092 3,802
Accounts payable ...................................................................... (29,965) 5,764
Deferred revenue ...................................................................... (259) 64,083
Accrued investment income .......................................................... 1,553 236
Net Cash Used in Operating Activities............................................ (352,924) (251,496)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of endowment investments ..................................... 773,883 416,178
Purchase of investments ................................................................ (331,027) (201,579)
Purchase of fixed assets................................................................. (2,046) (1,302)
Net Cash From Investing Activities................................................. 440,810 213,297
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........... 87,886 (38,199)
CASH AND CASH EQUIVALENTS AT BEGINIIING OF YEAR.................... 78,469 116,668
CASH AND CASH EQUIVALENTS AT END OF YEAR............................... $ 166,355 $ 78,469
Supplemental Data:
Noncash operating activities:
In-Kind contributions - Note 4...................................................... $ 22,138 $ 38,167
See Auditor's Report and Accompanying Notes to Financial Statements
-6-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 1 - Summary of Significant Accounting Policies:
Nature of Activities
The Booth Tarkington Civic Theatre, Inc. (Theatre) is a not-for-profit public benefit
corporation organized to promote and provide education, instruction, experience and facilities for the
development of the composition and presentation of the dramatic and performing arts. This includes
writing, musical composition, theatrical design, acting, costuming, dancing, staging, directing and
theatre management.
Classification of Assets and Liabilities
In the Statement of Financial Position, assets are sequenced according to their nearness of
conversion to cash and liabilities are sequenced according to the nearness of their maturity and
resulting use of cash.
Accounting Policies Adopted
The Theatre reports gifts of cash and other assets as restricted support if they are received with
donor stipulation that limits the use of the donated assets. When a donor restriction expires (when a
stipulated time restriction ends or purpose restriction is accomplished), temporary restricted net assets
are reclassified to unrestricted net assets and reported in the statement of activities as "net assets
released from restrictions." Board designated restrictions are reported as part of unrestricted net .
assets.
The Theatre reports gifts of land, building and equipment as unrestricted support unless explicit
donor stipulations specify how the donated assets must be used. Gifts of long-lived assets with explicit
restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used
to acquire long-lived assets are reported as restricted support. In tine absence of explicit donor
stipulations, the Theatre reports expirations of donor restrictions when donated or when acquired long-
lived assets are placed in service.
Ticket Sales
Revenue from the sale of season tickets is deferred when received in advance. Upon the
completion of each of the plays presented during the year, the pro rata portion of the deferred amount
is recorded as revenue. Individual performance ticket income is recognized as plays are presented.
Inventories
The Theatre maintains a small concession inventory for its mainstage productions and special
events. The inventory is recorded at cost. Management has elected to expense the cost of scenery and
costumes.
-7-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORiIMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 1 - Summary of Significant Accounting Policies (continued):
Cash and Cash Equivalents
All highly liquid investments with an initial maturity of three months or less when purchased are
considered cash equivalents. The carrying amounts reported in the statement of financial position for cash
and short-term instruments approximate the fair market value of those assets.
Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reported period. Actual results could differ from
those estimates.
Pension Plan
The Theatre has established a tax-sheltered annuity plan under the provisions of Section 403(b) of
the Internal Revenue Code. Under the provisions of this section, employees of certain nonprofit
organizations are allowed deferred tax exclusions through a salary reduction plan.
Income Tax Status
The Theatre is a not-for-profit organization exempt from tax for educational purposes as described
in Section 501(c)(3) of the Internal Revenue Code. The Theatre did not have any unrelated business
income in the fiscal years ended June 30, 2011 and 2010.
The Theatre accounts for and discloses income tax liabilities and expenses under authoritative
guidance issued by the,Financial Accounting Standards Board. Effective for fiscal years beginning after
December 15, 2008, the guidance clarifies the accounting for uncertainty in income tax recognized in an
organization's financial statements. The Theatre adopted the provisions of the guidance with no
significant impact.
Grants and Other Receivables
Grants and other receivables represent unpaid unconditional promises to give from corporations
and individuals, other than Capital Campaign Pledges Receivable and Other Pledged Contributions
Receivable as discussed in Note 2. These amounts are receivable in less than one year.
Advertising Costs
The Theatre regularly advertises for its productions. These costs are expensed as incurred and
amounted to $64,501 and $63,194 for the years ended June 30, 2011 and 2010, respectively.
-8-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FOIUVIERLY THE BOOTH TARhINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 1 - Summary of Significant Accounting Policies (continued):
Certain Prior Period Information
The financial statements include certain prior-year summarized comparative information in total but
not by net asset class. Such information does not include sufficient detail to constitute a presentation in
conformity with generally accepted accounting principles. Accordingly, such information should be read in
conjunction with the organization's financial statements for the year ended June 30, 2010, from which the
summarized information was derived.
Date of Management Review
Subsequent events were evaluated through December 16, 2011, which is the date the financial
statements were available to be issued.
Property and Equipment
Property and equipment is stated at cost or, in the case of gifts, fair market value. All property
and equipment with a useful life exceeding one year and with a unit cost of $100 or more is capitalized.
Depreciation is computed on a straight line basis over the estimated useful lives of the assets. Depreciation
expense was $915,512 for fiscal year 2011 and $677,219 for 2010.
The depreciation expense of $915,512 for June 30, 2011 includes $903,926 additional depreciation
on assets held for use but abandoned at June 30, 2011 concurrent with the Theatre's move to the Carmel
Regional Performing Arts Center. See also Note 10 below related to the move to Carmel Regional
Performing Arts Center effective July 1, 2011.
Note 2 - Capital Campaign and Other Pledges Receivable:
Capital Campaign Pledges Receivable
During the fiscal year ended June 30, 2011, and in conjunction with the Theatre's move to its new
permanent home at the Carmel Regional Performing Arts Center (see also Note 10), the Theatre
commenced the initial phase of a capital campaign.
The Theatre received signed unconditional pledges from donors during the fiscal year ended June
30, 2011 amounting to $875,100 and collected $291,326 of those pledges during the fiscal year. The
remaining unconditional pledges receivable of$583,774, net of a discount of$33,607, has been recorded in
the June 30, 2011 financial statements as a temporarily restricted asset on the Statement of Financial
Position and support on the Statement of Activities.
Additionally, the Theatre received a conditional pledge of $1,500,000. This pledge is conditioned
upon the capital campaign reaching various contribution milestones, none of which were met as of June 30,
2011. This conditional pledge has not been recorded in the June 30, 2011 financial statements.
-9-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORINIERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 2 - Capital Campaign and Other Pledges Receivable (continued):
Other Pledged Contributions Receivable:
Other pledged contributions receivable represents pledges of 536,776 at both June 30, 2011 and
2010. Under the terms of a charitable remainder unitrust agreement, the Theatre has been named to
receive 536,776 representing 15% of certain trust property. The donor has authorized the Theatre to rely
on this irrevocable pledge and commitment to snake no further exercise of the power of substitution under
the unitrust agreement. This pledge is payable upon the death of the donor's wife.
Note 3 - Long Term Investments:
Permanently Restricted-Endowment
The Endowment assets are held in an account at Wells Fargo Advisors and are managed by a
board of governors consisting of three persons appointed by the Theatre's board of trustees. The
Endowment's investment policy is to invest the assets in publicly-traded securities. The Endowment
consists solely of donor-restricted funds and no board-restricted funds.
Permanently restricted-Endowment net assets are restricted to investment in perpetuity. It is the
Theatre's policy to use the income from the investments for operating purposes. Investment earnings of
$59,076 were transferred in 2011 and $68,354 in 2010 from the permanently-restricted endowment
account to unrestricted assets.
Investments, all of which are public traded securities, are stated at market value as determined by
the last reported sales price on the last business day of the Theatre's fiscal year. The details of
investments at June 30, 2011 and 2010 are as follows:
Unrealized Market
Cost Gain/(Loss) Value
June 30, 2011
Common and preferred stocks ............. $ 493,550 S 91,184 584,734
Debt securities................................ 139,605 6,560 146,165
Mutual funds and certificate of deposit... 132.008 (14,192) 117,816
Total........................................ S 765.163 $ 83,552 $ 848,715
June 30, 2010
Common and preferred stocks ............. $ 613,551 $ (14,128) $ 599,423
Debt securities................................ 258,627 10,693 269,320
Mutual funds and certificate of deposit... 335,843 (64,921) 270,922
Total........................................ S 1,208,021 $ (68.356) S 1,139.665
See also Note 11 regarding Fair Value Measurements.
-10-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 3 - Long Term Investments (continued):
During the years ended June 30, 2011 and 2010 the Board of Trustees agreed to allow the endowment to
make advances in the form of loans to the Theatre for operating purposes. Such loans are also permitted
under the terms of the endowment's governing instrument. The cumulative balances of amounts loaned by
the endowment for operating purposes were $793,641 and $218,000 at June 30, 2011 and 2010,
respectively.
Note 4 - In-Kind Contributions:
The Theatre receives in-kind contributions that support the performances and the Theatre's
operations. These contributions are recorded at current market value and amounted to $22,138 and
$38,167 in 2011 and 2010, respectively. The revenue from these in-kind contributions has been recorded
in the following accounts in the Statements of Activities:
2011 2010
Corporate contributions $ 21,723 $ 12,100
Individual contributions unrestricted 300 -
Fundraising Revenue 115 14,141
Ticket Revenue - 11,926
S 22,138 $ 38,167
The Theatre also receives volunteer services from actors, patrons, students and others to assist in
the set up and production of the performances. For financial statement purposes, the Theatre does not
assign a dollar value to these contributed services.
Note 5 — Unrestricted Board Designated Fund:
The Board of the Theatre has placed restrictions on certain assets of the Theatre and has accounted
for these as an unrestricted fund called "Unrestricted Board Designated Fund". The board used a
significant amount of these assets for the renovation of Marian Hall.
As of June 30, 2011 and June 30, 2010 the net assets in the Unrestricted Board Designated Fund
amounted to $(695) and $613,689 respectively.
-11-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 6 - Theatre's Use of Marian Hall Theatre on Campus of Marian University:
On February 3, 2004, the Theatre entered into an agreement with Marian University (Marian) for
the renovation and use of the Marian Hall Theatre on the campus of Marian located at 3200 Cold Spring
Road in Indianapolis. This agreement provided for a lease term of five years plus an option to renew.
Construction of the Marian Hall renovations commenced in the spring of 2004 and was completed in time
for opening night of the 2004-2005 seasons in September, 2004. Total costs of the renovation, including
new theatre equipment, approximated $2,030,000. In addition to the Marian Hall premises, the Theatre
also used other space on the campus for its administrative offices.
The agreement with Marian provided for annual rent of $110,000, through June 30, 2010. The
agreement with Marian was amended during the fiscal year ended June 30, 2009 and the lease term has
been extended from July 1, 2011 through June 30, 2012. The Amendment provided for annual rent of
$223,258.99 beginning July 1, 2011. However, in lieu of the Theatre's obligation to pay rent, such rent
amounts reduced the amount credited by N/larian to the Theatre as consideration for the Marian Hall
renovations, including renovation of the rehearsal space in Marian Hall. The Theatre was not obligated to
pay any rent to Marian until such time as improvement costs have been reduced to $0. No provision has
been made in these financial statements related to any rent expense under this agreement.
See also Note 10 below regarding the move to the Carmel Regional Performing Arts Center
beginning with the 2011-2012 seasons. At June 30, 2011, management of the Theatre believes that the
Theatre has no further financial obligation related to its prior use of the Marion Hall Theatre.
Note 7 - Concentration of Credit Risk:
The Theatre maintains its deposit balances in one bank in Indianapolis. Accounts in this institution
are insured by the Federal Deposit Insurance Corporation as of June 30, 2011 up to $250,000. The
Theatre's balances did not exceed this amount at June 30, 2011.
Note 8 - Other Support:
The total amount included in Other Support is comprised of the following items for 2011 and
2010:
June 30,
2011 2010
Processing revenues $ 15,516 $ 16,344
Other miscellaneous revenue 2,358 3,492
$ 17,874 $ 19,836
-12-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 9 - Future Minimum Lease Payments:
The Theatre entered into a lease effective July 1, 2010 with E & E Realty, LLC for 6100
square feet to be used for theatrical set construction. The initial lease term ends June 30, 2012 with
lessee options to extend the lease for an additional term of four years each for all or for half of the
original space leased.
As described in Note 10 below, the Theatre will begin making lease payments to the City of
Carmel Redevelopment Commission on December 31, 2012. The Theatre also leases various items of
equipment and furniture. Future minimum rental payments are as follows:
Leased Real Leased Postage Furniture Carmel
Estate Equipment Meter Lease Facility
6/30/2012 $ 41,175 $ 4,128 $ 960 $ 43,065 $ -
6/30/2013 - 4,128 960 28,710 400,000
6/30/2014 - - 960 - 414,000
6/30/2015 - - 960 - 428,490
6/30/2016 - - 960 - 443,437
$ 41,175 $ 8,256 $ 4,800 $ 71,775 S 1,685,927
Note 10 — Agreement to Move to Carmel Regional Performing Arts Center:
On November 17, 2009, the Theatre announced it would move its theatre and operations to the
Carmel Regional Performing Arts Center, effective July 1, 2011. The Theatre entered into a Theatre
Facilities Agreement ("the Agreement") with the City of Carmel Redevelopment Commission ("the
Commission"). The Theatre opened its 2011-2012 season in the new 500-seat theatre and has access to
extensive rehearsal space, classrooms and a 200-seat studio theatre. Further, management believes the
move will allow the Theatre to expand its education programs, an important component of the
Theatre's community outreach efforts.
Under the terms of the agreement, the Theatre is obligated to make 29 annual payments to the
Commission commencing December 31, 2012, the present value of which payments totals $10,000,000
(see Note 9). Upon completion of these payments, the Theatre receives ownership of the rehearsal hall
and 50% of the main stage theatre. Additionally, the Theatre obtains rights to the use of 307 Main
Stage days, each of which can be exchanged for two studio theatre days.
-13-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 10 - Agreement to Move to Carmel Regional Performing Arts Center (coat.)
Additionally, the Agreement provides for certain charges to the Theatre for operating expenses
including office rent and maintenance costs. The Agreement provides that any payments related to
office rent and maintenance are deferred until such time that two benchmarks are reached: 1) An
average of 80% of the available seats are sold for the Theatre's main stage regular performances; and
2) the Theatre has an endowment (not including amounts to fund facility payments) of at least
$10,000,000. Further, any amounts deferred are paid only if and so long as the Theatre reaches an
endowment (not including amounts to fund facility payments) of$20,000,000.
No provision has been made in these financials statements related to any expenses or liabilities
associated with the Agreement.
Concurrent with the move to the Carmel Regional Performing Arts Center, significant amounts of the
Theatre's fixed assets, substantially all of which represent improvements previously made to the
Marian Hall Theatre (see also Note 6) were abandoned on June 30, 2011. Generally accepted
accounting principles require that such assets to be abandoned are classified as held and used until
disposed of. However, because the Theatre has conunitted to a plan which will result in the
abandonment of the assets before the end of their previously estimated useful life, the assets'
depreciation estimates are revised to reflect the shortened useful life. Consequently, the Theatre has
accelerated the remaining depreciation of the affected assets over a 19.5 month period commencing
November 17, 2009. The result is additional depreciation of $903,926 and $564,917 for the years
ended June 30, 2011 and 2010, respectively.
r,
14-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 11 - Fair Value Measurements:
The Theatre's investments are reported at fair value in the accompanying statements of financial
position. The methods used to measure fair value may produce an amount that may not be indicative
of net realizable value or reflective of future fair values. Furthermore, although the Theatre believes
its valuation methods are appropriate and consistent with other market participants, the use of different
methodologies or assumptions to determine the fair value of certain financial instruments could result in
a different fair value measurement at the reporting date.
Fair Value
Measurements Using:
Quoted Prices in
Theatre Investments Active Markets for
June 30, 2011 Fair Value Identical Assets (Level 1)
Common Stocks $ 541,646 $ 541,646
Preferred and Fixed Rate Cap Securities 43,088 43,088
Corporate Bonds 146,165 146,165
Mutual Funds and Deposit Accounts 117,816 117,816
Total $ 848,715 $ 848,715
Fair Value
Measurements Using:
Quoted Prices in
Theatre Investments Active Markets for
June 30, 2010 Fair Value Identical Assets (Level 1)
Common Stocks $ 551,157 $ 551,157
Preferred and Fixed Rate Cap Securities 48,266 48,266
Corporate Bonds 269,320 269,320
Mutual Funds and Deposit Accounts 270,922 270,922
Total $ 1,139,665 $ 1,139,665
r
-1J-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 11 — Fair Value Measurements (continued):
The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad
levels: Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and have
the highest priority, and Level 3 inputs have the lowest priority. The Theatre uses appropriate
valuation techniques based on the available inputs to measure the fair value of its investments. When
available, the Theatre measures fair value using Level I inputs because they generally provide the most
reliable evidence of fair value. No Level 2 and 3 inputs were available to the Theatre.
Level 1 Fair Value Measurements
The fair value of mutual funds is based on quoted net asset values of the shares held by the Theatre at
year-end. The fair values of common stocks, fixed income investments, and other assets are based on
the closing price reported on the active market where the individual securities are traded.
J
r^
-16-
THE BOOTH TARKINGTON CIVIC THEATRE, INC.
(FORMERLY THE BOOTH TARKINGTON CIVIC THEATRE OF INDIANAPOLIS, INC.)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2011 AND 2010
Note 12 - Expenses by Program:
Expenses incurred by program for the year ended June 30, 2011:
Management
and
Total Production General Depreciation Other
Salaries, wages and benefits........... $ 754,421 $ 512,919 $ 104,718 $ 136,784
Production expenses .................... 334,512 334,512
Administrative........................... 135,541 135,541
Marketing and development ........... 331,305 3,036 183,683 144,586
Facilities.................................. 48,659 36,494 12,165
Concessions.............................. 20,179 20,179
Depreciation ............................. 915,512 $ 915,512
Endowment expense .................... 3,315 3,315
Total Expenses ...................... $ 2,543,444 $ 907,140 $ 436,107 $ 915,512 $ 284,685
Expenses incurred by program for the year ended June 30, 2010:
Management
and
Total Production General Depreciation Other
Salaries, wages and benefits........... $ 732,077 $ 482,837 $ 249,240
Production expenses .................... 355,906 355,906
Administrative........................... 131,397 131,397
Marketing and development ........... 269,280 6,593 181,794 $ 80,893
Facilities.................................. 50,270 37,703 12,567
Concessions.............................. 19,217 19,217
Depreciation ............................. 677,219 $ 677,219
Endowment expense .................... 3,961 3,961
Total Expenses ...................... $ 2,239,327 $ 902,256 $ 574,998 $ 677,219 $ 84,854
-17-
EXHIBIT F
BOOTH TARKINGTON CIVIC THEATRE,INC.
The Tarkington • 3 Center Green, Suite 200 • Carmel, IN 46032 • 317/923-4597 317/923-3548 Fax CivicTheatre.org
Booth Tarkington Civic Theatre
3 Center Green, Ste 200 (317) 924-6770
Board of Trustees 2012-2013
➢ Executive Officers Robert J. Milford
D. Peter Dunbar, Chair -Drewry Simmons Vornehm
-JP Morgan Chase William F. Perkins
Peter N. Anderson, Immediate Past Chair - Perkins Nichols Media, Inc.
- Cassidy Turley April J. Risk
Jason R. Boyewsky, Treasurer -Faegre Baker Daniels, LLP
The National Bank of Indianapolis James A. Schellinger
Julie K. Koegel, Secretary - CSO Architects
Koegel Consulting Chad E. Slaughter
-Wells Fargo Private Bank
➢ Trustees Charles P. Sutphin
Robyne J. Ault University of Indianapolis
-LIN Media Marianne W. Tobias
Thomas W. Beeler -Indianapolis Symphony Orchestra
Community Volunteer Mark S.Vollbrecht
David H. Benz Zeller Realty Group
- WTAS LLC James A. Ward
Patrick Brauer -Eli Lilly and Company
Katz, Sapper&Miller
Andrew B. Buroker ➢ Honorary Trustees
-Krieg DeVault Katherine B. Appel
Deborah L. Farmer - Community Volunteer
-Campbell Kyle Proffitt Scott N. Flanders
Doreen Squire Ficara - Freedom Communications
-Carmel Arts Council Jeffrey E. Good
David L. Franklin -Milestone Financial Advisors
-Regions Bank Donald E. Knebel
David A. Given -Barnes & Thornburg, LLP
- Faegre Baker Daniels, LLP Charlie Morgan
Matt L. Goldberg - EMMIS Communications
Accurate Manufactured Products Group Katharine Mothers head-Kruse
William Grace - Mothershead Foundation
Business Furniture Hilary Stout Salatich
Connie Horwitz - Community Volunteer
-Indianapolis Power&Light Company Carolyn M. Schaefer Gray
Richard 0. Kissel II - CMS Investments
-Taft Stettinius &Hollister LLP Lynn C. Tyler
Lamonte A. Kuskye - Barnes& Thornburg, LLP
- Carmel High School Lynn C. Wilson
Michael R. McConnell - Crosby Wilson Consulting
- Community Volunteer
Sally McKelvey ➢ Governors of the Endowment
- Finish Line G. Michael Dalzell
David F. McNamar - Wells Fargo Advisors
- McNamar&Associates, P.C. Gary K. Moss
Karl F. Meyer - Stifel Nicolaus& Company
- Meyer Najem Construction J. Keith Stucker
RBC Wealth Management
VOUCHER NO. WARRANT NO.
ALLOWED 20
Booth Tarkington Civic Theater
IN SUM OF $
3 Center Green
Carmel, IN 46032
$190,000.00
ON ACCOUNT OF APPROPRIATION FOR
Support For The Arts
PO#/Dept. INVOICE NO. ACCT#/TITLE AMOUNT Board Members
r
504 Agreement 43-551.01 $190,000.00
hereby certify that the attached invoice(s), or
I I
bill(s) is (are) true and correct and that the
materials or services itemized thereon for
which charge is made were ordered and
received except
Tuesday, November 13, 2012
lh"
Title
Cost distribution ledger classification if
claim paid motor vehicle highway fund
Prescribed by State Board of Accounts City Form No.201 (Rev.1995)
ACCOUNTS PAYABLE VOUCHER
CITY OF CARMEL
An invoice or bill to be properly itemized must show: kind of service,where performed, dates service rendered, by
whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc.
Payee
Purchase Order No.
Terms
Date Due
Invoice Invoice Description Amount
Date Number (or note attached invoice(s)or bill(s))
11/14/12 Agreement $190,000.00
1 hereby certify that the attached invoice(s), or bill(s), is(are)true and correct and I have audited same in accordance
with IC 5-11-10-1.6
, 20
Clerk-Treasurer