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SIGNATURE THEATRE COMPANY, INC. FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION JUNE 30, 2011 SIGNATURE THEATRE COMPANY, INC. TABLE OF CONTENTS Page Independent Auditors’ Report .......................................................................................... 1 Financial Statements Statement of Financial Position .................................................................................. 2 Statement of Activities ............................................................................................... 3 Statement of Cash Flows ........................................................................................... 4 Notes to Financial Statements ................................................................................... 5-13 Additional Information Independent Auditors’ Report on Additional Information ............................................ 15 Schedule of Functional Expenses - Operations ......................................................... 16 Schedule of Functional Expenses - Property and Equipment and Capital Project ................................................................................ 17 INDEPENDENT AUDITORS' REPORT To the Board of Trustees of Signature Theatre Company, Inc. We have audited the accompanying statement of financial position of Signature Theatre Company, Inc. (a not-for-profit corporation) as of June 30, 2011, and the related statements of activities and cash flows for the year then ended. 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 audit. The prior year summarized comparative information has been derived from the Organization’s 2010 financial statements, and in our report dated January 14, 2011, we expressed an unqualified opinion on those financial statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 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 audit provides 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 Signature Theatre Company, Inc. as of June 30, 2011, and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. New York, New York November 22, 2011 2 SIGNATURE THEATRE COMPANY, INC. STATEMENT OF FINANCIAL POSITION JUNE 30, 2011 WITH COMPARATIVE TOTALS FOR 2010 Operating Unrestricted Property and Equipment and Capital Project Total Unrestricted Temporarily Restricted Assets Current Assets Cash and cash equivalents (Notes 1b, 2a, and 11) Unconditional promises to give (Notes 1c and 3a) Accounts receivable Prepaid expenses Total Current Assets $ 670,493 124,475 2,440 154,136 951,544 $ 4,579,453 107,100 4,686,553 $ 5,249,946 231,575 2,440 154,136 5,638,097 $ Property and equipment, at cost, net of accumulated depreciation (Notes 1e, 4a and 9) Construction in progress (Notes 4b and 9) Bonds and deposits 63,843 315,742 22,917,515 - 315,742 22,917,515 63,843 $1,015,387 $27,919,810 $28,935,197 $ $ $ Total Assets Liabilities and Net Assets Liabilities Current Liabilities Notes payable (Note 5) Accounts payable and accrued expenses Deferred ticket subscription revenue (Note 1f) Total Current Liabilities Long Term Liabilities Notes payable (Note 5) Total Liabilities 68,011 127,147 61,444 256,602 3,959,281 3,959,281 68,011 4,086,428 61,444 4,215,883 2011 2010 $ 5,515,988 6,131,850 2,440 154,136 11,804,414 $ 5,191,795 4,077,811 27,690 146,194 9,443,490 315,742 22,917,515 63,843 252,538 7,153,989 69,262 $ 6,166,317 $35,101,514 $16,919,279 $ $ $ 266,042 5,900,275 6,166,317 - - 68,011 4,086,428 61,444 4,215,883 31,389 370,821 539,360 941,570 - 9,372,393 9,372,393 - 9,372,393 6,292,945 256,602 13,331,674 13,588,276 - 13,588,276 7,234,515 221,573 537,212 - 14,588,136 - 221,573 537,212 14,588,136 - 6,166,317 221,573 537,212 14,588,136 6,166,317 151,226 537,212 4,602,691 4,393,634 758,785 14,588,136 15,346,921 6,166,317 21,513,238 9,684,763 $1,015,387 $27,919,810 $28,935,197 $ 6,166,317 $35,101,514 $16,919,278 Commitments and Contingencies (Notes 6, 7, 9 and 12) Net Assets Unrestricted Operating Board-designated working capital reserve (Note 2a) Property and equipment and capital project Temporarily restricted (Note 2b) Total Net Assets Total Liabilities and Net Assets See notes to financial statements. 3 SIGNATURE THEATRE COMPANY, INC. STATEMENT OF ACTIVITIES YEAR ENDED JUNE 30, 2011 WITH COMPARATIVE TOTALS FOR 2010 Revenue, Gains and Other Support Contributions Capital funds allocated to operations Fundraising benefits Less: Direct fundraising benefit costs Donated services (Note 8) Donated loan interest (Note 5) Box office revenue Subscription revenue Rental income Miscellaneous income Net assets released from restrictions Satisfaction of time and program restrictions Total Revenue, Gains and Other Support Expenses Program Services Theatrical production and operations Supporting Services Management and general Fundraising Total Supporting Services Total Expenses Increase in Net Assets Transfer for acquisition of property and equipment Net assets, beginning of year Net Assets, End of Year See notes to financial statements. Operating Unrestricted Property and Equipment and Capital Project Total Unrestricted Temporarily Restricted 2011 Total 2010 Total $ 953,878 368,313 416,749 (75,793) 57,500 2,008,491 403,160 5,138 28,222 4,165,658 $ 9,643,107 (368,313) 15,519 222,852 9,513,165 $10,596,985 416,749 (75,793) 73,019 222,852 2,008,491 403,160 5,138 28,222 13,678,823 $ 4,954,267 4,954,267 $15,551,252 416,749 (75,793) 73,019 222,852 2,008,491 403,160 5,138 28,222 18,633,090 $3,071,329 366,675 (81,307) 4,525 126,834 930,224 276,660 54,650 24,217 4,773,807 1,784,584 1,397,000 3,181,584 (3,181,584) 5,950,242 10,910,165 16,860,407 1,772,683 4,756,607 55,875 4,812,482 594,994 510,751 1,105,745 490,079 396,309 886,388 5,862,352 - - 18,633,090 4,773,807 - 4,812,482 3,122,567 1,085,073 907,060 1,992,133 - 1,085,073 907,060 1,992,133 643,817 879,765 1,523,582 942,263 6,804,615 - 6,804,615 4,646,149 87,890 9,967,902 10,055,792 1,772,683 11,828,475 127,658 (17,543) 688,438 17,543 4,602,691 5,291,129 4,393,634 9,684,763 9,557,105 $14,588,136 $15,346,921 $ 6,166,317 $21,513,238 $9,684,763 $ 758,785 4 SIGNATURE THEATRE COMPANY, INC. STATEMENT OF CASH FLOWS YEAR ENDED JUNE 30, 2011 WITH COMPARATIVE TOTALS FOR 2010 Cash Flows From Operating Activities Increase in net assets Adjustments to reconcile increase in net assets to net cash provided by operating activities: Depreciation Bad debt expense (Increase) decrease in: Unconditional promises to give Accounts receivable Prepaid expenses Bonds and deposits Increase (decrease) in: Accounts payable and accrued expenses Deferred membership fees and revenue Net Cash Provided By Operating Activities 2011 2010 $11,828,475 $ 127,658 74,500 25,000 76,483 7,405 (2,079,039) 25,250 (7,942) 5,419 1,975,599 1,556 180,366 (26,796) 3,715,607 (477,916) 13,109,354 (118,523) 186,136 2,409,884 (15,901,231) (3,479,728) Cash Flows From Financing Activities Payments towards notes payable Principal borrowings of notes payable (Note 5) Net Cash Provided By Financing Activities (34,263) 3,150,333 3,116,070 (19,856) 3,589,935 3,570,079 Net increase in cash and cash equivalents Cash and cash equivalents, beginning of year 324,193 5,191,795 2,500,235 2,691,560 $ 5,515,988 $5,191,795 $ $ Cash Flows From Investing Activities Acquisition of property and equipment Cash and Cash Equivalents, End of Year Supplemental Information Interest paid See notes to financial statements. 4,174 8,198 5 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 1 - Organization and Summary of Significant Accounting Policies a - Organization Signature Theatre Company, Inc. (“Signature”) is a non-profit theatre company whose mission is to honor and celebrate playwrights through extended explorations of their work, including artistic residencies and productions. Signature has presented fully staged productions of new and earlier works in its Peter Norton Space, a 160-seat, state of the art theatre on West 42nd Street. In October of 2008, Signature announced the creation of Signature Center, a permanent home for the company to open in early 2012. The Signature Center site was identified with the key partnership of The City of New York and will occupy the entire second floor and second floor mezzanine of a mixed-use development by Related Companies located at 480 West 42nd Street. This 70,000 square foot facility has been designed by Frank Gehry Architects to include three theatres, a central lobby with café and bookstore, two rehearsal studios, and offices all on one level. This configuration will allow Signature to expand its programming to serve more writers each year and foster a vibrant cultural community. Signature is in a Capital Campaign in connection with this project (Note 9). b - Cash and Cash Equivalents For purposes of the statement of cash flows, Signature considers all highly liquid debt instruments, purchased with a maturity of three months or less, to be cash equivalents. c - Unconditional Promises to Give and Contributions Contributions are recognized when the donor makes a promise to give to Signature, that is, in substance, unconditional. Contributions that are restricted by the donor are reported as increases in unrestricted net assets if the restrictions expire in the fiscal year in which the contributions are recognized. All other donor-restricted contributions are reported as increases in temporarily or permanently restricted net assets depending on the nature of the restrictions. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets. Signature uses the allowance method to determine uncollectible promises to give. The allowance is based on prior years’ experience and management’s analysis of specific promises made. d - Production Costs Expenditures incurred for Signature’s theatrical productions are prepaid until the first performance date. For productions which occur within a single fiscal year, production costs are expensed. For productions which span more than one fiscal year, production expenses are amortized over the duration of the production using the income forecast method. 6 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 1 - Organization and Summary of Significant Accounting Policies (continued) e - Property and Equipment Property and equipment acquired are recorded at cost and are depreciated using the straight-line method over the estimated useful life of the related asset. Leasehold improvements are amortized over the lesser of the life of the lease or the estimated useful life of the asset. f - Ticket and Subscription Revenue Ticket and subscription revenue is deferred upon receipt and is then recognized in the period the performance takes place. g - Financial Statement Presentation Signature reports information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. h - Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. i - Advertising Costs Advertising costs are charged to operations at the time the advertising occurs. Advertising expense for the years ended June 30, 2011 and 2010 was $322,102 and $192,950, respectively. j - Tax Status Signature Theatre Company, Inc. is a not-for-profit corporation, exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code and has been designated as an organization which is not a private foundation. Management has evaluated all income tax positions and concluded that no disclosures relating to uncertain tax positions are required in the financial statements. k - Prior Year Information The financial information shown for 2010 in the accompanying financial statements is included to provide a basis of comparison with 2011 and presents summarized totals only. The 2010 amounts are not intended to include all the information necessary for a fair presentation in accordance with generally accepted accounting principles. Certain amounts have been reclassified for purposes of comparison. 7 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 2 - Restrictions on Assets a - Board-Designated Working Capital Reserve Board-designated working capital reserve funds are restricted for a cash reserve established by the Trustees and funded from the proceeds of a capital campaign initiative. The fund was initiated during a capital campaign, supported in part by the Kresge Foundation, for renovation of the Peter Norton Space and the establishment of a working capital reserve. The Board approves withdrawals from the reserve, determines the terms of repayments to the reserve, and allocates portions of its cash balances to be designated as part of the reserve. Signature and its Trustees continue to replenish and increase the reserve with the support of individual, corporate, foundation and government contributions. At June 30, 2011, $142,914 had been repaid to the reserve, with the remaining $394,298 borrowed for use in operations. At June 30, 2010, $142,377 had been repaid to the reserve, with the remaining $394,835 borrowed for use in operations. b - Temporarily Restricted Temporarily restricted net assets at June 30 are restricted for the following: Signature Center capital project and transition funding Future programs Future periods Note 3 - 2011 2010 $5,860,217 256,100 50,000 $2,609,050 971,250 813,334 $6,166,317 $4,393,634 Promises to Give a - Unconditional Promises to Give Unconditional promises to give are due as follows: Unrestricted Signature Center Capital Operations Project Less than one year One to three years Less: Discount to present value Temporarily Restricted Future Signature Programs Center and Capital Periods Project 2011 Total 2010 Total $124,475 124,475 - $107,100 107,100 - $56,100 56,100 - $2,862,958 3,213,000 6,075,958 (231,783) $3,150,633 3,213,000 6,363,633 (231,783) $2,775,058 1,439,000 4,214,058 (136,247) $124,475 $107,100 $56,100 $5,844,175 $6,131,850 $4,077,811 8 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 3 - Promises to Give (continued) a - Unconditional Promises to Give (continued) Uncollectible promises are expected to be insignificant. Unconditional promises to give due after one year are discounted to present value using a discount rate ranging from 3 - 5%. b - Conditional Promises to Give Signature was awarded $128,500 from the City of New York to cover costs of a new box office software system. As of June 30, 2011, payment was pending formal approval by the City of New York. Signature received these funds in October 2011. Note 4 - Property and Equipment a - Property and equipment consist of the following at June 30: Leasehold improvements Office and production equipment Computer equipment and software Furniture Less: Accumulated depreciation Life 2011 2010 Life of lease 3 - 7 years 3 - 10 years 7 years $2,143,646 181,813 369,800 39,036 2,734,295 (2,418,553) $2,143,646 61,652 352,257 39,036 2,596,591 (2,344,053) $ 315,742 $ 252,538 Depreciation for the years ended June 30, 2011 and 2010 was $74,500 and $76,483, respectively. b - As a June 30, 2011, Signature has expended capitalized costs totaling $22,917,515 related to the Signature Center capital project. As of year ended June 30, 2011, the City of New York cumulatively spent $7,973,649 for capital appropriations relating to the project. The City’s investment of capital funding obligates Signature to operate the facility as a non-profit entity, open to and used and maintained for the benefit of the people of the City of New York for cultural, educational or artistic uses/or related purposes approved by the City. 9 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 5 - Notes Payable Notes payable consist of: 1) A 20-year note in the principal amount of $200,000, maturing November 1, 2011, payable to A.R.T./New York in monthly installments of $3,125, including interest of 4.25%, with a balloon payment of $50,000 due November 1, 2011. This loan was fully repaid in October 2011. 2) A construction loan with available borrowings up to $10,000,000 from 42nd and 10th Associates, LLC for hard and soft costs related to the acquisition, construction, financing, design, programming and fit-out of the new West 42nd Street location, bearing interest at 3% per annum, payable monthly beginning on the start date, which is defined in the loan agreement, expected to be the date that Signature Center opens to the public. No interest is payable or accrued prior to this start date. The outstanding principal sum, with accrued interest, is due and payable on maturity date, which is defined as the 10th anniversary of the start date. The payable balance at June 30, 2011 was $9,372,393. Future payments are due as follows: Year ending June 30, 2012 Years ending June 30, 2013 - 2016 Thereafter, through 2022 $ 68,011 9,372,393 Interest expense for the years ended June 30, 2011 and 2010 was $227,026 and $135,032, respectively. Included in interest expense for 2011 and 2010 is $222,852 and $126,834, respectively, in donated interest for the period prior to the accrual of interest on the construction loan. Note 6 - Pensions and Other Benefits Signature contributes to various defined benefit and defined contribution multi-employer plans (under collective bargaining agreements). Signature also contributes to various health and welfare benefit multi-employer plans. The contributions to certain of the plans are determined in accordance with provisions of negotiated labor contracts. The expense related to Signature's union pension, health and welfare benefit plans totaled $172,493 and $174,069 for the years ended June 30, 2011 and 2010, respectively. 10 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 7 - Commitments and Contingencies a - Leases Signature occupies office space under a lease expiring June 30, 2013. Signature also occupies its performance space under a sublease agreement with the tenant of the facility. The sublease agreement allows for annual renewals and follows the terms of the tenant’s underlying lease agreement with the landlord, expiring December 2012, which provides for annual increases based on a formula using the Consumer Price Index (CPI), periodic fixed sum increases, and real estate tax escalations. In the event of early termination of its office lease, six months notice and payment of four month’s rent is required. At June 30, 2011, the current sublease term in effect is for the period ending June 30, 2012 at a rate of $167,546 per annum. Minimum annual rentals under these leases are as follows: Year ending June 30, 2012 Thereafter, through June 30, 2013 $236,546 152,773 Rent expense for the years ended June 30, 2011 and 2010 was $246,875 and $242,509, respectively. Signature is currently disputing prior year utilities charges of approximately $98,000 under its office space lease, which were invoiced by the landlord during the year ended June 30, 2010. Signature’s position is that these charges were not billed on a timely basis and has not recognized them as a liability in the accompanying financial statements. b - For the 2011 and 2010 fiscal years, approximately 20% (2011) and 19% (2010) of Signature's employees were employed under collective bargaining agreements. The amounts of salary related to the agreements were $402,977 (2011) and $427,866 (2010). c - Government supported projects are subject to audit by the applicable granting agency. Note 8 - Donated Services During the years ended June 30, 2011 and 2010, Signature received the following donated services: Legal fees Accounting fees Other professional fees 2011 2010 $15,519 2,500 55,000 $4,525 - $73,019 $4,525 11 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 9 - Signature Center at West 42nd Street In January 2012, Signature Center will open as a new, permanent home for Signature Theatre Company on West 42nd Street between Dyer and 10th Avenues. Designed by Frank Gehry Architects, the Center comprises three theatres (one 299-seat theatre, one 199-seat theatre, and one flexible 199-seat theatre), a central lobby with café and bookstore, a studio theatre, rehearsal studio, and administrative offices all on one level, a unique configuration that fosters natural interaction between artists and audiences. In its new home, Signature will expand its programming to most fully meet the demands of its mission. Established 20 years ago, Signature’s season-long explorations of a single writer’s body of work will continue as Residency One. The Company will expand the Legacy Program, which was launched during its 10th Anniversary Season, to include productions by past Playwright-in-Residence each season. Finally, Signature will launch Residency Five, an unprecedented new program which will host up to seven writers at a time and encourage the creation of a body of work by guaranteeing each writer three full productions over the course of a five-year residency. Signature Center comprises the 2nd Floor and 2nd Floor mezzanine of a large-scale mixed-use development. The property is subject to a restrictive covenant which requires that the property is used as a theater for thirty years from the date that Signature obtains a certificate of occupancy. Construction on the superstructure of the development was completed in September of 2010. Signature’s fit-out construction for the Signature Center officially began in October 2010. As of September 30, 2011, Signature has entered into approximately $48 million in design and professional services contracts for this project, of which approximately $23 million is recorded as construction in progress as of June 30, 2011 in the accompanying financial statements. Following delivery of a warm core and shell by the project developer in July 2011, Signature purchased the 75,000 square foot condominium for approximately $6.7 million from the developer. The developer provided mortgage financing for the amount of this purchase, described in Note 12a. The developer has also supported the project with a loan for the purchase price of the property, as well as a $10 million construction loan, the terms of and outstanding borrowings under which as of June 30, 2011 are described in Note 5. These loans have long-term principal maturities and the terms include initial periods of no interest and where interest accrues but is not due currently, allowing flexibility during Signature’s transition into its new facility. The project budget is currently estimated at $66.3 million, including hard and soft costs and a reserve to fund operations. The City of New York has recognized the importance and value of this project by including budget appropriations totaling $27.5 million in capital funding to be used for this project, of which $25.6 million has been secured under the terms of City funding agreements. In addition to the City’s appropriations of $27.5 million, through October 2011, Signature has secured $19.6 million toward its approved $66.3 million capital campaign goal, including $1.2 million of net proceeds secured through a New Markets Tax Credit transaction that closed on August 30, 2011 (see Note 12b), and approximately $18.4 million in capital pledges toward its campaign. As of October 2011, Signature continues an aggressive fundraising campaign, currently focusing its efforts on lead gifts as it moves into a more public phase of the campaign. 12 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 10 - Functional Allocation of Expenses The cost of providing the various program and supporting services has been summarized on a functional basis in the statement of activities. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Note 11 - Concentration of Credit Risk Signature maintains its cash balances at financial institutions located in New York. The balances are insured by the Federal Deposit Insurance Corporation up to applicable limits. The cash balances at times may exceed federally insured limits. Note 12 - Subsequent Events a - In connection with the purchase of the property for the Signature Center (Note 9), Signature entered into a promissory note with the developer for the full purchase price of the property of $6,666,667. The note bears interest at 4.5% per annum. Interest accrues during the first five years, and monthly interest payments of $25,000 are due commencing on the fifth anniversary of the note. The principal amount, and any accrued interest, is due on the forty-ninth anniversary of the specified start date, when Signature Center opens to the public. b - On August 30, 2011, under the New Markets Tax Credit Program, a federally funded program to encourage community development, Signature obtained funding to finance a portion of the Signature Center West 42nd Street project. Signature has formed a limited liability company, Signature Center, LLC ("Center"), which will serve as the tenant of the property, and will contribute its capital expenditures for the project to Center. Signature owns Center with another not-for-profit minority owner, and will operate the facility through Center under a sublease agreement. Center received three loans totaling $23,520,000 through independent third parties from Signature. The independent third parties included an independent New Market Tax Credits investor (the “investor”). These parties formed other entities specifically for this project. Two of the loans bear interest at 1.32788% and the other bears interest at 0.62000%. Interest only is payable quarterly, beginning on September 15, 2011, through and including June 15, 2018. Equal payments of principal and accrued and unpaid interest are payable quarterly beginning on September 15, 2018 through and including June 15, 2041, plus a final payment equal to all unpaid principal and accrued interest on the maturity date of August 30, 2041. The investor provided a capital contribution to the project and will receive the tax benefits generated through the New Markets Tax Credit Program. 13 SIGNATURE THEATRE COMPANY, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2011 Note 12 - Subsequent Events (continued) b - (continued) An Option Agreement includes provisions for Center to acquire the interest of the investor member. During the option period defined in the Agreement, the investor member may exercise its option to require Center to purchase its interest for an amount equal to $1,000. In the event that the investor member does not exercise this option, Center has an option during the next three month period to acquire the investor member's interest in an amount equal to fair market value of the investor interest as determined by mutual agreement among the parties, or if there is no such agreement, an amount determined by a qualified independent appraiser. On August 30, 2011, Signature entered into a bridge loan agreement with the investor in an amount of $5,000,000. Interest on borrowings is to be paid monthly at a rate of 7% per annum. Signature may draw borrowings on project expenditures covered by New York City grant funding but not yet reimbursed. The loan agreement subjects Signature to certain covenants and financial ratios. In addition, Signature is required to maintain an interest reserve account. Any borrowings and unpaid interest is due on the maturity date of November 30, 2012. c - On October 12, 2011, Signature entered into a loan agreement with M&T Bank for an amount of $5,000,000. Interest on borrowings is to be paid monthly at a rate the greater of (i) the LIBOR rate plus 3.5% or (ii) 5%. Principal borrowings are to be repaid on the maturity date of October 12, 2014. Collateral under this loan consists of substantially all of Signature’s assets. The loan subjects Signature to certain covenants and financial ratios, and limits Signature from incurring other indebtedness. In addition, Signature is required to maintain an interest reserve account. d - On October 12, 2011, Signature entered into a demand note with M&T Bank for an amount of $300,000. Interest on borrowings is to be paid monthly at the LIBOR rate plus 3.25%. Principal borrowings are due on demand. e - Signature has evaluated subsequent events through November 22, 2011, the date that the financial statements are considered available to be issued. ADDITIONAL INFORMATION INDEPENDENT AUDITORS' REPORT ON ADDITIONAL INFORMATION To the Board of Trustees of Signature Theatre Company, Inc. Our report on our audit of the basic financial statements of Signature Theatre Company, Inc. for 2011 appears on page 1. We conducted our audit in accordance with auditing standards generally accepted in the United States of America for the purpose of forming an opinion on the basic financial statements taken as a whole. The Schedules of Functional Expenses for the year ended June 30, 2011 with comparative totals for 2010 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. New York, New York November 22, 2011 16 SIGNATURE THEATRE COMPANY, INC. SCHEDULE OF FUNCTIONAL EXPENSES - OPERATIONS YEAR ENDED JUNE 30, 2011 WITH COMPARATIVE TOTALS FOR 2010 Program Services Theatrical Production and Operations Salaries Payroll taxes and benefits Professional fees Intern stipends Artistic fees $1,614,635 421,549 52,211 60,835 205,009 Supporting Services Management and General $ 2011 2010 Total Expenses Fundraising Total Total Expenses 257,606 49,549 65,807 - $ 346,281 66,278 4,351 - $ 603,887 115,827 70,158 - $2,218,522 537,376 122,369 60,835 205,009 $1,709,475 479,959 59,223 41,775 96,401 Lighting and sound Costumes Sets and props Other direct production expenses Occupancy and utilities 242,781 193,080 364,179 659,461 341,624 85,405 28,469 113,874 242,781 193,080 364,179 659,461 455,498 64,276 34,000 236,585 206,243 378,981 Advertising Royalties Insurance Printing Telephone 322,102 27,000 32,200 1,477 33,737 8,050 369 8,435 2,683 123 2,811 10,733 492 11,246 322,102 27,000 42,933 1,969 44,983 192,950 18,875 39,436 8,142 43,890 Repairs and maintenance Travel and transportation Stationery and supplies Postage and messenger Meeting and conferences 63,071 17,561 47,084 11,353 6,419 15,768 4,390 11,770 2,838 1,605 5,256 1,463 3,924 946 535 21,024 5,853 15,694 3,784 2,140 84,095 23,414 62,778 15,137 8,559 61,512 15,792 66,256 26,242 8,674 Indirect benefit expenses Interest and bank fees Dues and subscriptions Bad debt expense Miscellaneous 24,553 14,686 73,593 6,138 3,671 44,361 2,046 1,224 44,361 73,593 8,184 4,895 44,361 73,593 32,737 19,581 44,376 60,879 26,500 7,405 20,131 Total Expenses, 2011 $4,756,607 $ 594,994 $ 510,751 $1,105,745 $5,862,352 Total Expenses, 2010 $3,059,610 $ 493,995 $ 394,373 $ 888,368 See independent auditors' report on additional information. $3,947,978 17 SIGNATURE THEATRE COMPANY, INC. SCHEDULE OF FUNCTIONAL EXPENSES PROPERTY AND EQUIPMENT AND CAPITAL PROJECT YEAR ENDED JUNE 30, 2011 WITH COMPARATIVE TOTALS FOR 2010 Salaries Payroll taxes and benefits Professional fees New theater project costs Interest expense Occupancy and utilities Insurance Fundraising materials and donor cultivation Bad debt expense Miscellaneous Total expenses before depreciation Depreciation Program Services Supporting Services Management and General Fundraising $ $ 55,875 248,602 222,852 $ - Total $ 248,602 222,852 $ 2010 Total Expenses 248,602 222,852 58,118 4,769 102,438 1,905 126,834 - 371,309 25,000 - 371,309 25,000 - 371,309 25,000 - 352 249,075 76,430 1,767 471,454 18,625 396,309 - 867,763 18,625 867,763 74,500 621,688 76,483 $942,263 Total Expenses, 2011 $ 55,875 $ 490,079 $ 396,309 $886,388 Total Expenses, 2010 $ 62,957 $ 149,822 $ 485,392 $635,214 See independent auditors' report on additional information. 2011 Total Expenses $698,171