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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