STEPPENWOLF THEATRE COMPANY - EMMA · Independent Auditor’s Report The Board of Trustees...

STEPPENWOLF THEATRE COMPANY

Consolidated Financial Statements for the Years Ended August 31, 2008 and 2007


TABLE OF CONTENTS ________________________________________________________ Independent Auditor’s Report 1 Consolidated Financial Statements CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2-3 CONSOLIDATED STATEMENTS OF ACTIVITIES 4-5 CONSOLIDATED STATEMENTS OF CASH FLOWS 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-21

Independent Auditor’s Report The Board of Trustees Steppenwolf Theatre Company We have audited the accompanying consolidated statements of financial position of Steppenwolf Theatre Company as of August 31, 2008 and 2007, and the related consolidated statements of activities and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Steppenwolf Theatre Company as of August 31, 2008 and 2007, 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.

December 12, 2008

Consolidated Statements of Financial Position Follow


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

August 31, 2008 and 2007

CURRENT ASSETS 2008 2007Cash and Cash Equivalents 2,777,043$ 2,198,603$ Investments 11,606,297 12,659,350 Accounts Receivable 129,072 84,068 Contributions Receivable (Net of Allowance) 596,898 940,618 Deferred Production and Subscription Expenses 582,740 569,371 Prepaid Expenses, Deposits and Other Assets 369,825 395,451

Total Current Assets 16,061,875 16,847,461

PROPERTY AND EQUIPMENTLand 1,093,841 1,093,841 Buildings and Improvements 14,765,670 14,125,381 Furniture and Fixtures 569,003 589,191 Equipment and Software 2,165,325 2,060,417 Total 18,593,839 17,868,830 Less Accumulated Depreciation 8,679,265 7,793,385

Net Property and Equipment 9,914,574 10,075,445

OTHER ASSETSCash and Investments Restricted for Endowment and Artistic Programs 8,554,189 8,905,487 Contributions Receivable Restricted for Endowment (Net of discount) 234,661 603,907 Contributions Receivable, Long-Term (Net of discount) 255,648 358,149 Film Rights - 23,180 Deferred Bond Issue Costs (Net) 101,779 106,629

Total Other Assets 9,146,277 9,997,352

TOTAL ASSETS 35,122,726$ 36,920,258$

ASSETS

See accompanying notes to consolidated financial statements. 2

CURRENT LIABILITIES 2008 2007Accounts Payable 537,741$ 448,988$ Deferred Revenue - Subscriptions 3,520,090 3,319,928 Deferred Revenue - Ticket Sales 455,627 198,994 Other Current Liabilities 98,812 100,229 Accrued Expenses 411,282 264,119 Annuities Payable - Current Portion 39,393 37,049

Total Current Liabilities 5,062,945 4,369,307

LONG-TERM LIABILITIESBonds Payable 6,100,000 6,100,000 Annuities Payable - Long-Term Portion 348,013 380,323

Total Long-Term Liabilities 6,448,013 6,480,323

Total Liabilities 11,510,958 10,849,630

NET ASSETSUnrestricted

Designated for Capital Expansion 599,960 499,960 Board-Designated Endowment 1,429,638 1,614,945 Artistic Enhancement Fund 880,858 440,000 Undesignated 11,143,724 12,383,202

Total Unrestricted 14,054,180 14,938,107

Temporarily Restricted 1,255,241 1,755,483

Permanently RestrictedFord General Operating Endowment Fund 3,591,704 4,117,101 Ford Artistic Endowment Fund 2,866,733 3,261,265 Doris Duke Artistic Endowment Fund 1,559,747 1,714,509 Other Funds 284,163 284,163

Total Permanently Restricted 8,302,347 9,377,038

Total Net Assets 23,611,768 26,070,628

TOTAL LIABILITIES AND NET ASSETS 35,122,726$ 36,920,258$

LIABILITIES AND NET ASSETS

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CONSOLIDATED STATEMENTS OF ACTIVITIES

Years Ended August 31, 2008 and 2007

2008 2007CHANGES IN UNRESTRICTED NET ASSETSOperating Revenue

Ticket RevenueSubscriptions 3,661,872$ 3,872,254$ Single Tickets 2,383,925 2,023,285

Total Ticket Revenue 6,045,797 5,895,539

Other Income - Production-Related 1,477,078 1,157,870

ContributionsIndividual 1,464,893 1,243,220 Board 219,915 232,209 Corporate 738,500 485,000 Foundation 588,879 767,107 Government 92,140 106,250 Events 1,962,655 2,068,425 Donated Services and Materials 533,126 443,439 Net Assets Released from Restriction 929,197 549,804

Total Contributions 6,529,305 5,895,454

Transfer from Investments 901,957 768,036

Other Income 565,324 597,086 Total Operating Revenue 15,519,461 14,313,985

Operating ExpensesProgram Expenses

Artistic and Production 5,451,888 5,481,331 Education Programs and Productions 561,812 533,418 Marketing and Advertising 1,822,962 1,572,460 Audience Services 973,828 976,749 Publications 123,345 152,977

Total Program Expenses 8,933,835 8,716,935

Fundraising Expense 963,425 852,119 Events Expense 1,429,561 1,134,774 General and Administrative 1,244,463 1,176,590 Facilities and Maintenance 1,504,557 1,345,816 Depreciation and Film Right Expiration 859,677 841,020 Transfer to Artistic Enhancement Fund 474,000 240,000 Transfer to Capital Expansion Fund 100,000 -

Total Operating Expenses 15,509,518 14,307,254

Income from Operations 9,943 6,731



CONSOLIDATED STATEMENTS OF ACTIVITIES (Continued)


2008 2007CHANGES IN UNRESTRICTED NET ASSETS (Continued)Contributions - Board-Designated Endowment

Board -$ 65$ Net Assets Released from Restriction 29,500 78,100 Investment (Loss) Income (138,628) 215,258 Transfer of Investment Funds to Support Operations (76,179) (61,047)

Total Contributions - Board-Designated Endowment (185,307) 232,376 Artistic Enhancement Fund Investment Loss (33,142) - Transfer of Investment Funds (to) from Operations 474,000 240,000 Total Artistic Enhancement Fund 440,858 240,000 Investment (Loss) Income (807,648) 1,316,323 Transfer of Investment Funds to Support Operations (441,773) (443,185) Transfer of Funds (to) from Operations for Capital Expansion 100,000 - Total Change in Unrestricted Net Assets (883,927) 1,352,245

UNRESTRICTED NET ASSETS, BEGINNING OF YEAR 14,938,107 13,585,862 UNRESTRICTED NET ASSETS, END OF YEAR 14,054,180 14,938,107

CHANGES IN TEMPORARILY RESTRICTED NET ASSETSContributions

Individual 44,870 23,845Corporate 175,000 245,000Foundation 147,000 1,244,500Government 48,160 - Events 20,000 250Net discount on pledges 9,265 (16,983) Interest 13,426 13,624 Net Assets Released from Restriction (929,197) (549,804)

Total Contributions (471,476) 960,432Contributions - Other

Net discount on pledges 734 5,067 Net Assets Released from Restriction (29,500) (78,100)

Total Contributions - Other (28,766) (73,033) Total Change in Temporarily Restricted Net Assets (500,242) 887,399

TEMPORARILY RESTRICTED NET ASSETS, BEGINNING OF YEAR 1,755,483 868,084TEMPORARILY RESTRICTED NET ASSETS, END OF YEAR 1,255,241 1,755,483

CHANGES IN PERMANENTLY RESTRICTED NET ASSETSFord General Operating Endowment Fund

Investment (Loss) Income (328,152) 519,922 Transfer of Investment Funds to Support Operations (197,245) (162,174)

Total Change in Ford General Operating Endowment Fund (525,397) 357,748 Ford Artistic Endowment Fund

ContributionsNet discount on pledges - 3,949 Investment (Loss) Income (261,691) 330,062 Transfer of Investment Funds to Support Operations (132,841) (101,630)

Total Change in Ford Artistic Endowment Fund (394,532) 232,381 Doris Duke Artistic Endowment Fund

Contributions Board - 30,000 Net discount on pledges 3,154 45,626 Investment (Loss) Income (103,997) 122,800 Transfer of Investment Funds to Support Operations (53,919) -

Total Change in Doris Duke Artistic Endowment Fund (154,762) 198,426 Total Change in Permanently Restricted Net Assets (1,074,691) 788,555

PERMANENTLY RESTRICTED NET ASSETS, BEGINNING OF YEAR 9,377,038 8,588,483 PERMANENTLY RESTRICTED NET ASSETS, END OF YEAR 8,302,347 9,377,038

Change in Net Assets (2,458,860) 3,028,199

NET ASSETS BEGINNING OF YEAR 26,070,628 23,042,429 NET ASSETS END OF YEAR 23,611,768$ 26,070,628$



CONSOLIDATED STATEMENTS OF CASH FLOWS


2008 2007CASH FLOWS FROM OPERATING ACTIVITIESChange in Net Assets (2,458,860)$ 3,028,199$ Adjustments to Reconcile Net Assets to Net Cash Flows from Operating ActivitiesDepreciation and Amortization 859,432 841,020 Unrealized Loss (Gain) on Investments 1,673,286 (1,453,578) Realized Loss (Gain) on Investments 124 (97,193) Permanently Restricted Contributions - (30,000) Changes in Assets and Liabilities

Accounts Receivable (45,004) 65,960 Contributions Receivable 343,720 (45,466) Contributions Receivable, Long-Term - (231,084) Deferred Production and Subscription Expenses (13,369) (273,389) Prepaid Expenses, Deposits and Other Current Assets 25,627 78,501 Accounts Payable 88,752 293,016 Deferred Revenue Subscriptions 200,162 (285,178) Deferred Revenue Ticket Sales 256,633 (43,234) Other Current Liabilities (1,417) (5,594) Accrued Expenses 147,163 34,221

Net Cash Flows from Operating Activities 1,076,249 1,876,201

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of Property and Equipment (670,528) (182,465) Purchase of Investments (736,945) (2,784,648) Proceeds from Sale of Investments 467,886 1,060,012

Net Cash Flows From Investing Activities (939,587) (1,907,101)

CASH FLOWS FROM FINANCING ACTIVITIESDecrease in Contributions Receivable Restricted for Endowment 369,243 1,196,574 Decrease in Contributions Receivable, Long-Term 102,501 - Payments on Annuities (29,966) (35,083) Permanently Restricted Contributions - 30,000

Net Cash Flows From Financing Activities 441,778 1,191,491

Net Increase in Cash and Cash Equivalents 578,440 1,160,591

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2,198,603 1,038,012 CASH AND CASH EQUIVALENTS, END OF YEAR 2,777,043$ 2,198,603$



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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NOTE 1 – Nature of Activities and Summary of Significant Accounting Policies

Nature of Activities Steppenwolf Theatre Company (The Company) is a not-for-profit organization that promotes interest in the study of dramatic arts and advances knowledge and appreciation of drama and dramatic arts through theatrical performances. The Company provides facilities and support for education and instruction in theatre arts. The Company created two separate foundations on September 22, 1995, Foundation I and II. On October 2, 1995, Steppenwolf Foundation I purchased a partially completed parking garage. The parking garage was completed during the year ending August 31, 1997 and provides additional parking for the theatre. On October 2, 1995, Steppenwolf Foundation II purchased a vacant parcel of land adjacent to the theatre. This parcel is subject to potential environmental remediation costs if developed beyond its present use as an open-air parking lot. The cost of potential remediation, if any, is not readily determinable. Therefore, no costs have been accrued. Principles of Presentation The accompanying consolidated financial statements include the accounts and activities of The Company’s related Foundation I and Foundation II. Significant intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents are highly liquid, short-term investments with maturities at the date of acquisition of three months or less. The Company maintains its cash and cash equivalents in bank deposit accounts, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. Additional insurance coverage of $2,000,000 has been purchased for funds on deposit with Bank of America from Travelers Casualty and Surety Company of America. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Investments The Company follows the requirements of Statement of Financial Accounting Standards No. 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations,” which requires investments to be carried at their market or appraised value and realized and unrealized gains or losses to be reflected in the consolidated statements of activities.




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NOTE 1 – (Continued)

Investments Alternative investments include Barclay’s common trust funds, which mirror several indices. Although these funds are considered to be alternative investments, the Company’s investments are highly liquid as the funds invest mostly in marketable securities. Accordingly, they do not require significant judgment by the Company’s management in the assessment of their fair values. Investment income and gains and losses on investments are reported as increases or decreases in unrestricted net assets unless explicit donor stipulation or law restricts their use. Accounts and Contributions Receivable Accounts and contributions receivable are stated at the estimated present value of the future cash flows, net of allowances. The Company provides for estimated losses on accounts and contributions receivable based on a review of existing receivables. The Company has established an allowance for uncollectible contributions of $75,000 and $100,000 as of as of August 31, 2008 and 2007, respectively. Contributions receivable represent unconditional promises to give by donors. Current contributions receivable are expected to be collected during the next fiscal year and are recorded at their estimated present value of the future cash flows, net of allowances. Long-term contributions receivable are expected to be collected subsequent to fiscal year 2009. Contributions expected to be collected after one year have been discounted and are reflected in the consolidated financial statements at their net present value. Property and Equipment Property and equipment are stated at cost if purchased or fair value at the date of the contributed asset. All acquisitions of property and equipment in excess of $1,500 and all expenditures for improvements and betterments that materially prolong the useful lives of assets are capitalized. Maintenance, repairs and minor improvements are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in income. Property and equipment are depreciated using the straight-line method over their estimated useful lives. Buildings and improvements 5 - 30 years Furniture and fixtures 5 - 30 years Equipment and software 4 - 30 years




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Deferred Revenue and Expenses Revenue, expenses and production costs specifically attributable to subscriptions, ticket sales and events for the season following the fiscal year are deferred to the succeeding fiscal year. Deferred Bond Issue Costs Bond issue costs are amortized using the straight-line method over the life of the debt obligation. Net Assets Net assets, revenues, gains and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets of The Company are classified and reported as follows: Unrestricted Net Assets – Net assets that are not subject to donor-imposed stipulations. Temporarily Restricted Net Assets – Net assets subject to donor-imposed stipulations that either expire by passage of time or can be fulfilled and removed by actions of The Company pursuant to those stipulations. Permanently Restricted Net Assets – Net assets subject to donor-imposed stipulations that they be maintained permanently by The Company. Transfer of Funds The Company has the discretionary right, in accordance with guidelines established in the spending policy by the Company’s Board of Trustees, to use the earnings up to 5% of the Ford General Operating Endowment Fund, the Ford Artistic Endowment Fund and other Board-designated funds to support operations. In 2008 and 2007, The Company transferred $901,957 and $768,036, respectively, in the aggregate from those sources to support operations and artistic initiatives. Specific information regarding the restricted nature of the General Operating Endowment and the Artistic Endowment Fund can be found in Note 12. The Artistic Enhancement Fund was created with the approval of the Executive Committee to allow the Company to take advantage of artistic opportunities that may span multiple fiscal years. The amount transferred to the fund is determined annually on a discretionary basis by the Executive Committee. In addition, the Executive Committee approves management’s proposed use of these funds. In 2008 and 2007, the Executive Committee approved a transfer to this fund from operations of $474,000 and $240,000, respectively. The Artistic Enhancement Fund balance is $880,858 and $440,000 as of 2008 and 2007, respectively.




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Tax-Exempt Status The Company and its related foundations have received notification that they qualify as tax-exempt organizations under Section 501(c)(3) of the U.S. Internal Revenue Code and corresponding provisions of state law. Accordingly, they are not subject to federal or state income taxes. Revenue Recognition Contributions, including unconditional promises to give, are recognized in the period received. Conditional promises are not recognized until they become unconditional. This occurs when the conditions on which they depend are substantially met. The Company reports gifts of cash and other assets as restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the consolidated statements of activities as net assets released from restriction. Donor-restricted contributions whose restrictions are met in the same reporting period are reported as increases in unrestricted net assets. Subscription and single ticket sales are recognized in the period of the performance. Fundraising Costs Fundraising costs include costs incurred for the annual fund campaign and events. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred with the exception of advertising costs directly related to the subscription campaign. The Company’s direct-response advertising costs associated with the annual subscription campaign are capitalized and expensed as subscription revenue is realized. During the years ended August 31, 2008 and 2007, subscription advertising expense was $728,312 and $681,766, respectively, of which $273,955 and $284,836, respectively, are included in prepaid expenses. The Company’s policy is to expense other advertising costs as incurred. Donated Services and Materials Contributions of services and materials are reported as contributed revenue and as assets and/or expenses if the services received (a) create or enhance nonfinancial assets or (b) require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation. When present, such donated services and materials are measured at their fair values.




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NOTE – 1 (Continued)

Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157 “Fair Value Measurements” (SFAS 157), which defines fair value, establishes a framework for measuring fair value and expands financial disclosures about fair value measurements. The provisions of SFAS No. 157 are partially effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact that the adoption of SFAS No. 157 will have on its consolidated financial statements. In August 2008, the FASB issued Staff Position No. 117-1, “Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and Enhanced Disclosures for All Endowment Funds.” This Staff Position provides guidance on the net asset classification of donor-restricted endowment funds for not-for-profit organizations subject to an enacted version of the Uniform Prudent Management of Institutional Funds Act of 2006 (UPMIFA) and further improves disclosures about an organization’s endowment funds whether or not the organization is subject to UPMIFA. The provisions of this Staff Position shall be effective for financial statements issued for fiscal years ending after December 15, 2008. The Company is currently evaluating the impact of the adoption of this staff position on its consolidated financial statements.




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NOTE 2 – Investments

Investments, stated at fair value, as of August 31, 2008 and 2007 include the following: 2008 2007 Alternative Investments - Common Trust Funds Barclay’s Equity Index Fund B $ 10,950,357 $ 11,988,575 Barclay’s Extended Equity Market Fund B 2,503,716 2,695,174 Barclay’s US Debt Index Fund B 4,307,124 4,137,330 Barclay’s EAFE Equity Index Fund B 2,314,444 2,702,347

Total Alternative Investments - Common Trust Funds 20,075,641 21,523,426

Restricted Cash and Cash Equivalents 84,511 41,199

Other 335 212

Total $ 20,160,487 $ 21,564,837




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NOTE 2 – Investments (Continued)

The components of total investment return for the years ended August 31, 2008 and 2007 are as follows: 2008 2007 Unrestricted Net Assets Interest Income $ 152 $ 751 Unrealized and Realized Gain* on Investments Reported at Fair Value (968,757) 1,550,771 Investment Fees (10,813) (19,941) Total $ (979,418) $ 1,531,581 Permanently Restricted Net Assets General Operating Endowment Interest Income $ 44 $ 176 Unrealized and Realized Gain* on Investments Reported at Fair Value (324,055) 523,900 Investment Fees (4,141) (4,154) Total $ (328,152) $ 519,922 Artistic Endowment Fund Interest Income $ 35 $ 136 Unrealized and Realized Gain* on Investments Reported at Fair Value (258,907) 333,260 Investment Fees (2,819) (3,334) Total $ (261,691) $ 330,062

Doris Duke Fund Interest Income $ 15 $ 56 Unrealized and Realized Gain* on Investments Reported at Fair Value (102,493) 124,726 Investment Fees (1,519) (1,982) Total $ (103,997) $ 122,800 Total Investment Return $ (1,673,258) $ 2,504,365

*Total change in unrealized (losses) gains of $(1,673,285) and $2,370,676 relate to alternative investments for the years ended August 31, 2008 and 2007, respectively. Total realized gains (losses) of $19,074 and $161,981 relate to alternative investments for the years ended August 31, 2008 and 2007, respectively.




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NOTE 3 – Contributions Receivable

Contributions receivable are recorded in the fiscal year of the commitment. The net present value of the contribution is determined on an annual basis during the period the commitment remains outstanding. Any change in net present value is due only to the passage of time and the amortization of a previously calculated discount. The change is recognized as contribution revenue by type of contribution originally reported. The Company discounted contributions due in more than one year using rates between 2.42%-4.43% and 3.81% - 4.25% in 2008 and 2007, respectively, to reflect the present value of contribution receivable. The rate used approximates the weighted average of the risk-free rate of return applicable to promises to give at various times in the future. This rate will be applied to unconditional promises to give received during each year. As of August 31, 2008, the expected future cash receipts of contributions receivable are as follows:

Receivables Due in Less than One Year $ 671,897 Receivables Due in Less than Five Years 272,500 Discount on Receivable (16,852) Allowance (75,000) $ 852,546

As of August 31, 2008, the expected future cash receipts of contributions receivable restricted for endowment are as follows:

Receivables Due in Less than One Year $ 210,650 Receivables Due in Less than Five Years 25,000 Discount on Receivable (989) $ 234,661

NOTE 4 – Bonds Payable

In July 1998, The Company received financing from the Illinois Development Finance Authority through the issuance of Series 1998 tax-exempt revenue bonds in the amount of $6,100,000. The carrying value of the Series 1998 bonds outstanding as of August 31, 2008 and 2007 approximates fair value. The financing was for the purchase of an office building and the repayment of prior debt. The Series 1998 bonds bear interest at 5.5%, payable semiannually, and are due on October 1, 2028. The Series 1998 bonds are secured by a $6,271,000 irrevocable, transferable direct pay letter-of-credit that expires on July 1, 2010.




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NOTE 4 – Bonds Payable (Continued)

Under the provisions of the direct pay letter-of-credit, which carries an annual Credit Facility of .8%, the Company is required to maintain minimum levels of unrestricted cash and investments of $6,500,000 and $5,500,000 as of August 31, 2008 and 2007, respectively. The Company is also subject to certain covenants related to debt service, capital expenditures, additional debt and the pledging of assets. As of August 31, 2008 and 2007 the Company is in compliance with these covenants.

NOTE 5 – Annuities Payable

In 2001, The Company received a charitable gift annuity whereby the donor contributed assets to The Company in exchange for the right to receive a fixed dollar annual return over the donor’s lifetime. The fair value of the gift annuity over the present value of the liability for future payments, determined on an actuarial basis, was recognized as an unrestricted contribution of $366,524 at the date of the gift. At the board’s discretion, the contribution may be transferred to the Board-designated general operating endowment. The present value of the estimated future actuarial liability of all gift annuities at August 31, 2008, discounted at 5.5% for the 2001 charitable gift annuity and 5% for the 2003 and 2007 charitable gift annuity is as follows: Year Amount

2009 $ 39,393 2010 41,600 2011 43,931 2012 46,393 2013 48,993 Thereafter 167,096 Total $ 387,406




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NOTE 6 – Net Assets released from Restriction/Designations

Net assets were released from restrictions by incurring expenses satisfying the donor’s restricted purposes, by the occurrence of other events specified by the donors, by the passage of time or satisfaction of Board-designated purposes. Net assets released from restrictions during the years ended August 31, 2008 and 2007 were as follows:

2008 2007 Contributions - Annual Fund Individual $ 43,633 $ 35,498 Corporate 265,000 215,000 Foundation 610,314 289,306 Events 10,250 10,000 $ 929,197 $ 549,804 Contributions - Other Individual $ 2,500 $ 9,600 Board Gifts 25,000 29,000 Corporate 2,000 27,000 Foundation - 12,500 $ 29,500 $ 78,100

NOTE 7 – Lease Obligations

At various times during the fiscal year, the Company entered into leases for individual apartments in Chicago, Illinois, that are used for out-of-town actors, designers, directors and other visiting artistic personnel. Rent expense, including these leases, for the years ended August 31, 2008 and 2007, totaled $57,860 and $50,127, respectively.




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NOTE 8 – Leases

The Company leases a portion of its space under a noncancelable operating lease. Rental income relating to the lease amount to $335,585 and $347,422 for the years ended August 31, 2008 and 2007, respectively. The following is a schedule of future minimum rental income under the lease for the next five years and in the aggregate.

Year Amount 2009 $ 360,758 2010 369,777 2011 379,021 2012 388,495 2013 398,209 Thereafter 826,534 $ 2,722,794

NOTE 9 – Employee Benefits

The Company offers a 401(k) plan covering all eligible employees. The Board determines discretionary matching contributions to this plan. For the years ended August 31, 2008 and 2007, the Company contributed $114,310 and $77,168, respectively, to the plan. In addition, the Company offers a profit-sharing plan to which it makes discretionary matching contributions. No contributions were made to the plan for the years ended August 31, 2008 and 2007.

NOTE 10 – Donated Services and Materials

The Company received certain contributed services and materials with a fair value of $533,126 and $443,439 for the years ended August 31, 2008 and 2007, respectively, which consisted of professional services and materials.




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NOTE 11 – Chicago Community Foundation Endowment Fund

On August 26, 1996, The Company accepted a 10-year conditional grant of $750,000 from the Chicago Community Trust to establish and maintain the Chicago Community Foundation Endowment Fund (the Fund) designated for The Company. As of August 31, 2006, the Fund has received the full $750,000. Since the principal will not be released to The Company, the assets of the Fund have not been reflected in these consolidated financial statements. The Company is entitled to the income earned in the Fund, and the income has been drawn and used for the general operations of The Company. The estimated fair value of the Fund as of August 31, 2008 and 2007 is $914,830 and $1,032,825, respectively.

NOTE 12 – Ford Foundation Grant

On April 1, 2000, the Company accepted a three-year, five-month challenge grant of $1,750,000 from the Ford Foundation to establish and maintain the Ford Foundation Endowment Fund designated for the Company. The Company agreed to match the Ford Foundation’s contribution by raising a total of $3,500,000 in new or increased contributions from individual donors and family foundations on or before the expiration of the grant term, which was August 31, 2003. The Company has fulfilled its obligations under the grant. The purposes of the grant, as awarded on April 1, 2000, are to increase the Company’s individual donor base and to establish a working capital reserve for artistic programming. The endowment fund was funded in a lump-sum payment made on May 10, 2000. Of these grant funds, $750,000 is designated for a permanently restricted general operating endowment and $1,000,000 is designated for a permanently restricted artistic endowment fund.




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General Operating Endowment The Ford Foundation’s grant funds and matching contributions are permanently restricted. The earnings of the endowment may be used on an annual basis at the Company’s discretion according to a 5% spending rate guideline established by the Company’s Board of Directors. The Company may not borrow from, pledge, mortgage or otherwise encumber the general operating endowment. The balance of the general operating endowment as of August 31, 2008 and 2007 consists of the following: 2008 2007 Ford Foundation Grant Funds $ 750,000 $ 750,000 Matching Contributions from Individuals and Family Foundations 2,766,863 2,766,863 Unrealized Gain (Loss) on Investments 821,829 1,146,551 Realized Gain (Loss) on Investments 39,106 38,439 Interest and Fees (Cumulative) 66,993 71,091 Cumulative Earnings from Unrestricted Net Assets (853,087) (655,843) $ 3,591,704 $ 4,117,101




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Artistic Endowment Fund On December 10, 2001, the working capital reserve for artistic programming was modified in writing to establish an artistic endowment fund, the corpus, including the matching contributions, of which will be permanently restricted and the interest earnings of which may be used on an annual basis at the Company’s discretion for artistic initiatives according to the guidelines established by the Company’s Board of Trustees. The grant document provides for certain provisions that must be maintained through the end of the grant term, August 31, 2003 and thereafter, until the Ford Foundation notified the Company otherwise. The Company has fulfilled its obligations under the grant. The balance of the artistic endowment Fund as of August 31, 2008 and 2007, consists of: 2008 2007 Ford Foundation Grant Funds $1,000,000 $1,000,000 Matching Contributions from Individuals and Family Foundations 1,779,000 1,779,000 Unrealized Gain (Loss) on Investments 138,366 397,805 Realized Gain (Loss) on Investments 243,277 242,746 Interest and Fees (Cumulative) 80,072 82,856 Cumulative Earnings from Unrestricted Net Assets (373,982)

(241,142)

$ 2,866,733 $ 3,261,265

NOTE 13 – The Doris Duke Charitable Foundation Grant

On November 15, 2004, The Company was awarded a three-year grant in the amount of $700,000 from the Doris Duke Charitable Foundation to establish a permanent endowment with investment earnings restricted to artistic programming. The grant requires a dollar-for-dollar cash match by The Company by September 30, 2007, which the Company met.

NOTE 14 – Temporarily Restricted Net Assets

Temporarily restricted net assets as of August 31, 2008 and 2007 consist of annual fund and other contributions received and pledges made for use in future fiscal years.




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NOTE 15 – Endowment Value

From 2000 through 2006, The Company created an endowment to secure future artistic and operating initiatives of the theatre. The endowment for the year ended August 31, 2008 consists of the following: Unrestricted Annuities and Program Grants $1,800,000 $1,800,000 Unrestricted Board-Designated Endowment 1,429,638 1,614,945 Temporarily Restricted Board-Designated Endowment 20,000 53,833 Permanently Restricted Ford General Operating Endowment 3,591,704 4,117,101 Permanently Restricted Ford Artistic Endowment 2,866,733 3,261,265 Permanently Restricted Doris Duke Artistic Endowment 1,559,747 1,714,509 $11,267,822 $12,653,660

NOTE 16 – Other Cash Flow Information

Interest paid was $335,585 and $338,148 for the years ended August 31, 2008 and 2007, respectively. All of the interest is related to the bond payable of $6,100,000 for the years ended August 31, 2008 and 2007. As of August 31, 2008, no property and equipment purchases were included in accounts payable. As of August 31, 2007, the Company purchased property and equipment amounting to $104,167, which was included in accounts payable.

NOTE 17 – Subsequent Event (Unaudited)

Subsequent to year-end, the credit and liquidity crisis in the United States and throughout the global financial system has resulted in substantial volatility in financial markets and the banking system. These and other economic events have had a significant adverse impact on investment portfolios. As a result, the Company’s investments have incurred a significant decline in fair value since August 31, 2008. Management is monitoring investment activity and is actively adjusting operations to offset reduced investment income.

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STEPPENWOLF THEATRE COMPANY - EMMA · Independent Auditor’s Report The Board of Trustees...

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