2024-11-11T17:36:50-06:00 2023-12-31 991856619 GRANT THORNTON ADVISORS LLC 171 NCLARK ST STE 200 CHICAGO IL 60601 990 2023-01-01 200446324 CINCINNATI CENTER CITY DEVELOPMENT CORP CINC 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 TIMOTHY SZILASI SR. VP & CFO 5136214400 2024-11-11 1 0 BRIDGET T ROCHE P00666837 3128560200 2023 2024-10-15 13:58:12Z TIMOTHY SZILASI 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 95265888 0 X WWW.3CDC.ORG X 2004 OH TO STRENGTHEN THE CORE ASSETS OF DOWNTOWN CINCINNATI, CREATE GREAT CIVIC SPACES, (SEE SCHEDULE O) HIGH-DENSITY/MIXED-USE DEVELOPMENTS, AND PRESERVE HISTORIC STRUCTURES. 31 30 544 100 40500 0 6674398 4799836 39250427 47655266 96316 16261499 879490 484647 46900631 69201248 38020 111268 0 0 13828041 16392125 0 0 191400 40771513 45756828 54637574 62260221 -7736943 6941027 437931521 416219260 456345549 428238294 -18414028 -12019034 X SEE SCHEDULE O 0 0 18643171 32144742 MIXED-USE REAL ESTATE: THE ORGANIZATION CONTINUES TO WORK TO CONNECT THE FOUNTAIN SQUARE AREA TO THE CONVENTION DISTRICT WHILE FILLING ITS STREET-LEVEL COMMERCIAL SPACES WITH A WIDE VARIETY OF TENANTS. THE ORGANIZATION, WHICH CURRENLTY HAS OVER 100 TENANTS IN STREET-LEVEL COMMERCIAL SPACES, IS FOCUSED ON INCREASING THE NUMBER OF MINORITY- AND WOMEN-OWNED BUSINESSES IN ITS SPACES. CURRENTLY, 29% (33/112) OF 3CDC'S LEASED, STREET-LEVEL COMMERCIAL SPACES ARE MINORITY-OWNED BUSINESSES, WHILE 35% (39/112) OF 3CDC'S FIRST-FLOOR RETAIL TENANTS ARE WOMAN-OWNED BUSINESSES. 17059441 13568187 PARKING: 3CDC'S IN-HOUSE PARKING SERVICE OVERSEES THE MANAGEMENT OF 10 GARAGES AND SEVEN SURFACE LOTS IN THE ORGANIZATION'S PORTFOLIO. 3CDC IS COMMITTED TO PROVIDING CLEAN, SAFE, WELL-LIT GARAGES, AND OUTSTANDING CUSTOMER SERVICE. THE ORGANIZATION MANAGES A TOTAL OF 5,918 PARKING SPACES IN CINCINNATI'S URBAN CORE, SETTING ITS PRICES AT OR BELOW MARKET RATES TO ENSURE PARKING IS ACCESSIBLE TO VISITORS, RESIDENTS AND WORKERS IN DOWNTOWN. ADDITIONALLY, PARKING SERVES AS AN AMENITY THAT SUPPORTS SMALL BUSINESSES IN THE URBAN CORE, MAKING IT EASIER FOR PATRONS TO VISIT RETAIL, FOOD & BEVERAGE, AND SERVICE-BASED ESTABLISHMENTS. 9250207 111268 7933208 CIVIC SPACE EVENT MANAGEMENT AND PROGRAMMING: IN 2023, 3CDC HOSTED OVER 1,200 FREE FAMILY-FRIENDLY EVENTS ACROSS THE SIX CIVIC SPACES IT MANAGES IN CINCINNATI'S URBAN CORE FOUNTAIN SQUARE, WASHINGTON PARK, ZIEGLER PARK, MEMORIAL HALL, COURT STREET PLAZA AND IMAGINATION ALLEY. THIS INCLUDED NEARLY 25,000 VISITORS TO THE ZIEGLER PARK POOL, FREE SWIM LESSSONS FOR OVER 600 ADULTS AND CHIDREN, A LOW-COST SUMMER CAMP CATERING TO NEIGHBORHOOD YOUTH PRIMARILY UTILIZED BY FAMILIES LIVING AT OR BELOW THE POVERTY LINE AND A FREE SWIM TEAM. ADDITIONALLY, SEVERAL DOZEN AMBASSADORS WORKED TO KEEP THE SPACES CLEAN AND SAFE. THESE ACTIVITIES ALL SUPPORT CREATING VIBRANT, DYNAMIC CIVIC SPACES THAT RESULT IN SAFER NEIGHBORHOODS, DUE TO POSITIVE ACTIVITY. ADDITIONALLY, PATRONS WHO VISIT (CONTINUED IN SCHEDULE O)THE PARK OFTEN SUPPORT THE LOCAL ECONOMY BY PARKING AT NEARBY GARAGES AND VISITING SMALL BUSINESSES IN THE AREA. 4890586 4209408 BUSINESS IMPROVEMENT DISTRICT MANAGEMENT: 3CDC EMPLOYED OVER 40 FULL-TIME AMBASSADORS IN 2023, AS WELL AS 40 ADDITIONAL PART-TIME EMPLOYEES. AMBASSADORS ASSIST IN THE MANAGEMENT OF THE SIX CIVIC SPACES 3CDC OVERSEES, IN ADDITION TO PROVIDING CLEAN, SAFE, AND BEAUTIFICATION SERVICES THROUGHOUT THE TWO SPECIAL IMPROVEMENT DISTRICTS THE ORGANIZATION MANAGES THE DOWNTOWN CINCINNATI IMPROVEMENT DISTRICT AND OVER-THE-RHINE (OTR) SOUTH SPECIAL IMPROVEMENT DISTRICT. AMBASSADORS PATROL THE STREETS ON FOOT, CLEANING SIDEWALKS AND ALLEYS AND PROVIDING GUIDES, MAPS AND FRIENDLY ASSISTANCE TO VISITORS. 3CDC FOCUSES ON MAKING FAIR CHANCE HIRES AND EMPLOYING INDIVIDUALS IN RECOVERY FOR MANY OF THESE POSITIONS, WORKING WITH VARIOUS JOB READINESS PROGRAMS TO IDENTIFY POTENTIAL EMPLOYEES. 5426145 4608138 DEVELOPMENT: 3CDC CONTINUED ITS EFFORTS TO CREATE MORE AFFORDABLE HOUSING THROUGHOUT OTR VIA MIXED-INCOME DEVELOPMENT PROJECTS IN 2023. THE ORGANIZATION COMPLETED CONSTRUCTION ON ADELINE LOFTS & WEBSTER FLATS, AS WELL AS AUGUST FLATS, YIELDING A TOTAL OF 38 MIXED-INCOME APARTMENT UNITS ABOVE WHITE BOX COMMERCIAL SPACES. OF THESE UNITS, 27 WERE AFFORDABLE TO THOSE MAKING 80% OF THE AREA MEDIAN INCOME (AMI). WORK CONTINUED ON A THIRD PROJECT, THE ANNIE, WHICH CONSISTS OF THE RENOVATION OF FOUR HISTORIC BUILDINGS INTO 29 MIXED-INCOME APARTMENT UNITS LOCATED ABOVE 2,600 SQUARE FEET OF GROUND-FLOOR COMMERCIAL SPACE. THE ORGANIZATION CONTINUED TO ADVANCE PREDEVELOPMENT WORK ON TWO MAJOR CIVIC PROJECTS, THE CONVENTION DISTRICT, WHICH INVOLVES THE RENOVATION OF THE CONVENTION CENTER AND CONSTRUCTION OF A NEW CONVENTION HEADQUARTERS HOTEL, AND FINDLAY COMMUNITY CENTER, WHICH INVOLVES THE CREATION OF A NEW 60,000-SQUARE-FOOT STATE-OF-THE-ART COMMUNITY CENTER. ALL OF THIS WORK CONTRIBUTES TO 3CDC'S OVERALL MISSION OF STRENGTHENING AND REVITALIZING CINCINNATI'S URBAN CORE, AS THE PROJECTS INVOLVE INCREASING THE NUMBER OF HOUSING UNITS AND ACTIVATING STREET LEVEL COMMERICAL SPACES TO CREATE JOBS. 10316731 8817546 55269550 1 1 0 0 0 0 0 0 1 0 1 1 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 0 1 602 0 1 544 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 31 30 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 0 X TIMOTHY SZILASI 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 STEPHEN G LEEPER PRESIDENT & CEO 45.00 5.00 X X 554870 0 35325 SHAILESH JEJURIKAR CHAIR 1.00 1.00 X X 0 0 0 RALPH S MICHAEL III VICE CHAIR 1.00 0.00 X X 0 0 0 JOSEPH A PICHLER VICE CHAIR 1.00 0.00 X X 0 0 0 JOHN F BARRETT BOARD MEMBER 1.00 0.00 X 0 0 0 PATTY BASTI BOARD MEMBER 1.00 0.00 X 0 0 0 NEIL K BORTZ BOARD MEMBER 1.00 0.00 X 0 0 0 ARCHIE BROWN BOARD MEMBER 1.00 0.00 X 0 0 0 ROBERT H CASTELLINI BOARD MEMBER 1.00 0.00 X 0 0 0 BRANDON CULL BOARD MEMBER (BEG 05/23) 1.00 0.00 X 0 0 0 STEVE DAVIS BOARD MEMBER 1.00 0.00 X 0 0 0 LEIGH FOX BOARD MEMBER 1.00 0.00 X 0 0 0 SHELLY GILLIS BOARD MEMBER (BEG 02/23) 1.00 0.00 X 0 0 0 MEL GRAVELY BOARD MEMBER (BEG 02/23) 1.00 0.00 X 0 0 0 CHRIS HABEL BOARD MEMBER 1.00 0.00 X 0 0 0 RYAN HAYS BOARD MEMBER 1.00 0.00 X 0 0 0 BRIAN HODGETT BOARD MEMBER 1.00 0.00 X 0 0 0 RYAN JANKOWSKI BOARD MEMBER 1.00 0.00 X 0 0 0 ELLEN M KATZ BOARD MEMBER (THRU 07/23) 1.00 0.00 X 0 0 0 GARY LINDGREN BOARD MEMBER 1.00 0.00 X 0 0 0 JOHN C MERCHANT BOARD MEMBER 1.00 0.00 X 0 0 0 BERNIE MCKAY BOARD MEMBER 1.00 0.00 X 0 0 0 RODNEY MCMULLEN BOARD MEMBER 1.00 0.00 X 0 0 0 JILL MEYER BOARD MEMBER (THRU 05/23) 1.00 0.00 X 0 0 0 STEVE MULLINGER BOARD MEMBER 1.00 0.00 X 0 0 0 MATTHEW RANDAZZO BOARD MEMBER (BEG 07/23) 1.00 0.00 X 0 0 0 TODD SCHNEIDER BOARD MEMBER 1.00 0.00 X 0 0 0 JAMES SOWAR BOARD MEMBER 1.00 0.00 X 0 0 0 AMY SPILLER BOARD MEMBER 1.00 0.00 X 0 0 0 JEREMY VAUGHN BOARD MEMBER 1.00 0.00 X 0 0 0 WARREN WEBER BOARD MEMBER 1.00 0.00 X 0 0 0 THOMAS L WILLIAMS BOARD MEMBER 1.00 0.00 X 0 0 0 JAMES M ZIMMERMAN BOARD MEMBER 1.00 0.00 X 0 0 0 ADAM GELTER EVP, DEVELOPMENT 45.00 5.00 X 332093 0 58751 TIMOTHY SZILASI SECY., TREAS., SR. VP & CF 45.00 5.00 X 300541 0 53177 CHRISTY VISSMAN VP EVENTS & SR. VP 50.00 0.00 X 228759 0 63532 LANN FIELD VP DEVELOPMENT 45.00 5.00 X 176571 0 19752 MICHAEL DUMBAULD VP FINANCE 50.00 0.00 X 136470 0 6648 KATIE WESTBROOK DEVELOPMENT DIRECTOR 50.00 0.00 X 126779 0 8885 BRANDY DELFAVERO DEVELOPMENT DIRECTOR 50.00 0.00 X 127436 0 6517 1983519 0 252587 18 0 1 0 TRIVERSITY CONSTRUCTION CO LLC 921 CURTIS STREET CINCINNATI OH 45206 CONSTRUCTION 4194628 URBAN SITES CONSTRUCTION LLC 1209 SYCAMORE STREET CINCINNATI OH 45202 CONSTRUCTION 3009980 MODEL CONSTRUCTION 1826 RACE STREET CINCINNATI OH 45202 CONSTRUCTION 2973707 MOODY NOLAN INC 300 SPRUCE ST SUITE 300 CINCINNATI OH 43215 CONSTRUCTION 2329001 TRADE31 2814 STANTON AVENUE CINCINNATI OH 45206 CONSTRUCTION 1780613 50 40782 487171 2711196 1560687 4799836 LEASE INCOME 532000 14415907 14415907 PARKING INCOME 812930 8538529 8538529 MANAGEMENT FEE INCOME 541610 6814720 6814720 SVC CONCESSION CNTRCT INCOME 541610 5647856 5647856 EVENT & PROGRAMMING INCOME 713990 4684715 4644215 40500 7553539 7553539 47655266 1453081 1453081 40873058 26064640 14808418 14808418 14808418 REIMB. TENANTS/VENDORS 900099 216034 216034 PUBLIC SAFETY SUPPORT 900099 115374 115374 VENDING REVENUE 900099 112534 112534 40705 40705 484647 69201248 62423184 40500 1937728 111268 111268 1294576 872474 422102 12303022 8162579 3949043 191400 1771991 1194226 577765 1022536 689134 333402 91824 91824 651142 540978 110164 285522 28473 257049 416781 416781 438294 410155 28139 1817355 1213520 603835 9886429 9743011 143418 14134442 13987939 146503 8234467 8214356 20111 1238115 1030375 207740 REAL ESTATE DEV CONST 5276944 5276944 EVENT & PRGM PLANNING 3285513 3285513 62260221 55269550 6799271 191400 10546158 10643479 2939783 2548440 4397679 3463581 31646163 18192880 451253 317587 463805 1523368 203591783 35217023 164675945 168374760 32408601 24822374 20241807 13625035 170160327 172707756 437931521 416219260 16511130 11288134 25469146 21126817 193639513 129092771 207626830 255794628 13098930 10935944 456345549 428238294 X -21841162 -15157507 3427134 3138473 -18414028 -12019034 437931521 416219260 X 6941027 -511074 -34959 X 0 1 X 1 0 X 4560428 4733139 9667683 6674398 4799836 30435484 4560428 4733139 9667683 6674398 4799836 30435484 3028390 27407094 1149762 868843 1227293 673358 1453081 5372337 2371444 755009 595132 853915 484647 5060147 40867968 226332399 0.67060 0.66780 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: DEBT FORGIVENESS - 2019 AMOUNT: $ 1,999,970. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 16,629. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. INSURANCE PROCEEDS - 2019 AMOUNT: $ 5,918. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 118,513. 2022 AMOUNT: $ 134,647. 2023 AMOUNT: $ 0. REIMB FROM TENANTS/VENDORS - 2019 AMOUNT: $ 101,562. 2020 AMOUNT: $ 77,281. 2021 AMOUNT: $ 219,710. 2022 AMOUNT: $ 269,877. 2023 AMOUNT: $ 216,034. PROJECT REIMBURSEMENT - 2019 AMOUNT: $ 58,243. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. REAL ESTATE TAXES - 2019 AMOUNT: $ 193,045. 2020 AMOUNT: $ 86,711. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 0. MISCELLANEOUS REVENUE - 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 588,277. 2021 AMOUNT: $ 237,042. 2022 AMOUNT: $ 164,148. 2023 AMOUNT: $ 40,705. VENDING REVENUE - 2019 AMOUNT: $ 12,706. 2020 AMOUNT: $ 2,740. 2021 AMOUNT: $ 3,238. 2022 AMOUNT: $ 25,381. 2023 AMOUNT: $ 112,534. RECOVERED INCOME - 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 50,704. 2023 AMOUNT: $ 0. MEMBERSHIP INCOME - 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 49,158. 2023 AMOUNT: $ 0. LEGAL SETTLEMENTS - 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 160,000. 2023 AMOUNT: $ 0. PUBLIC SAFETY SUPPORT - 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. 2023 AMOUNT: $ 115,374. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 12207528 12207528 120770787 20068348 100702439 23722345 3720386 20001959 40383041 10856426 29526615 6508082 571863 5936219 168374760 MONEY MARKET 6132872 F US TREASURY 18689502 F 24822374 CONTRACT ASSET 146176049 OPERATING LEASE RIGHT OF USE ASSET 15442766 NON-CURRENT LEASE INCENTIVE PAID 7922816 OTHER ASSET 3010717 LEASE ISSUANCE COSTS, NET 155408 172707756 OPERATING LEASE OBLIGATIONS 8530214 UNEARNED REVENUE 1838564 SECURITY DEPOSITS HELD 562373 OTHER LIABILITIES 4793 10935944 X PART X, LINE 2: UNCERTAIN TAX POSITIONS 3CDC AND OTR HOLDINGS, INC (OTR), A WHOLLY OWNED SUBSIDIARY, ARE EXEMPT FROM FEDERAL INCOME TAX UNDER THE APPLICABLE INTERNAL REVENUE CODE (THE CODE) SECTION, THOUGH IT IS SUBJECT TO TAX ON INCOME UNRELATED TO ITS EXEMPT PURPOSE, UNLESS THAT INCOME IS OTHERWISE EXCLUDED BY THE CODE. 3CDC AND OTR ARE, LIKEWISE, EXEMPT FROM OHIO INCOME TAX UNDER COMPARABLE STATE STATUTES. 3CDC DERIVES REVENUES FROM AN UNRELATED TRADE OR BUSINESS AND FILES A FEDERAL FORM 990-T AND A CINCINNATI BUSINESS TAX RETURN TO PAY ITS ASSOCIATED TAX LIABILITIES. 3CDC IS CURRENTLY OPERATING AT A LOSS, THEREFORE THE CALCULATED INCOME TAX PROVISION IS IMMATERIAL AND NO PROVISION IS RECORDED IN THE FINANCIAL STATEMENTS. 3CDC HAS CREATED NUMEROUS SINGLE MEMBER LIMITED LIABILITY COMPANIES TO CARRY OUT ITS MISSION WHICH ARE DISREGARDED FOR FEDERAL TAX PURPOSES. 3CDC IS THE SOLE MEMBER; THEREFORE, THE TRANSACTIONS OF THESE ENTITIES ARE REPORTED TO THE INTERNAL REVENUE SERVICE ON 3CDC'S TAX RETURN. OTR HAS CREATED A SINGLE MEMBER LIMITED LIABILITY COMPANY TO CARRY OUT ITS MISSION. THAT ENTITY IS DISREGARDED FOR FEDERAL TAX PURPOSES. OTR IS THE SOLE MEMBER, THEREFORE, THE TRANSACTIONS OF THE ENTITY ARE REPORTED TO THE INTERNAL REVENUE SERVICE ON OTR'S TAX RETURN. VARIOUS LIMITED LIABILITY COMPANIES HAVE BEEN CREATED AS PART OF NEW MARKETS TAX CREDIT (NMTC) FINANCING STRUCTURES AND ARE PARTNERSHIPS FOR FEDERAL TAX PURPOSES WHERE 3CDC IS THE MAJORITY MEMBER AND RELATED AND UNRELATED PARTIES ARE THE NON-CONTROLLING MEMBERS. AS PART OF VARIOUS HISTORIC TAX CREDIT (HTC) FINANCING STRUCTURES, ANOTHER WHOLLY OWNED SUBSIDIARY (HTC MANAGER) IS A NOT-FOR-PROFIT ORGANIZATION CREATED AS THE MANAGING MEMBER OF SEVERAL PARTIALLY OWNED ENTITIES (INDIVIDUALLY AND COLLECTIVELY, HTC MT) WHICH OWN A LEASEHOLD INTEREST IN DEPRECIABLE, TANGIBLE PROPERTY AND THAT HAVE AT LEAST ONE MEMBER THAT IS NOT A TAX-EXEMPT ENTITY. THE ORGANIZATION ELECTED NOT TO BE TREATED AS A TAX-EXEMPT ENTITY FOR PURPOSES OF SECTIONS 168(H) (5) AND (6) OF THE CODE. BY THIS ELECTION, ANY GAIN RECOGNIZED BY THE DISPOSITION OF AN INTEREST IN THE HTC MANAGER OR ANY DIVIDENDS PAID TO 3CDC SHALL BE TREATED AS UNRELATED BUSINESS TAXABLE INCOME UNDER SECTION 511 OF THE CODE. 3CDC DID NOT DISPOSE OF ANY INTEREST IN THE HTC MANAGER AND NO DIVIDENDS WERE PAID TO 3CDC FOR THE YEARS ENDING DECEMBER 31, 2023 AND 2022. HTC MANAGER HAS CREATED VARIOUS LIMITED LIABILITY COMPANIES TO CARRY OUT ITS MISSION. 3CDC AND OTR FOLLOW GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS "MORE-LIKELY-THAN-NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. 3CDC AND OTR HAVE PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX-EXEMPT STATUS, TO IDENTIFY AND REPORT UNRELATED INCOME, TO DETERMINE ITS FILING AND TAX OBLIGATIONS IN JURISDICTIONS FOR WHICH IT HAS NEXUS, AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. 3CDC HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2023 AND 2022. NORTH AMERICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 15267 NORTH AMERICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 15000 EUROPE 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 13210 NORTH AMERICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 4000 NORTH AMERICA 0 0 PROGRAM ACTIVITY FOREIGN PERFORMERS 1500 0 0 0 0 0 0 48977 0 48977 0 0 0 0 0 0 SCHEDULE F, PART I, LINE 3 ACCOUNTING METHOD EXPENDITURES ARE ACCOUNTED FOR ON THE CASH BASIS. 1 OVER-THE-RHINE CHAMBER OF COMMERCE 1307 WALNUT STREET CINCINNATI OH 45202 310669700 501(C)(6) 10000 0 GENERAL SUPPORT OTR HOLDINGS INC 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 202363373 501(C)(2) 75000 0 GENERAL SUPPORT 0 2 PART I, LINE 2: PROCESS FOR MONITORING THE USE OF GRANT FUNDS IN THE U.S. 3CDC'S BOARD APPROVES THE ANNUAL BUDGET EACH YEAR, FOR WHICH AN ALLOCATION OF FUNDS IS SET ASIDE FOR CONTRIBUTIONS AND DONATIONS TO VARIOUS ORGANIZATIONS. 3CDC ALSO HAS AN INTERNAL COMMITTEE, MADE UP OF MANAGERS AND SENIOR MANAGERS, THAT REVIEWS AND APPROVES OR DENIES EACH INDIVIDUAL CONTRIBUTION REQUEST. X X X X 0 1 0 0 0 0 0 1 0 STEPHEN G LEEPER PRESIDENT & CEO 429263 0 107057 0 18550 0 17250 0 18075 0 590195 0 0 0 ADAM GELTER EVP, DEVELOPMENT 308464 0 21000 0 2629 0 38878 0 19873 0 390844 0 0 0 TIMOTHY SZILASI SECY., TREAS., SR. VP & CF 277286 0 16800 0 6455 0 47304 0 5873 0 353718 0 0 0 CHRISTY VISSMAN VP EVENTS & SR. VP 207461 0 14000 0 7298 0 45861 0 17671 0 292291 0 0 0 LANN FIELD VP DEVELOPMENT 160982 0 15000 0 589 0 8479 0 11273 0 196323 0 0 0 PART I, LINE 4B: NON-QUALIFIED RETIREMENT PLAN THE FOLLOWING INDIVIDUALS PARTICIPATE IN A 457(F) NON-QUALIFIED RETIREMENT PLAN. CONTRIBUTIONS MADE TO THE PLAN ARE INCLUDED ON SCHEDULE J, PART II, COLUMN C AS FOLLOWS: ADAM GELTER - $24,209 CHRISTY VISSMAN - $36,370 TIMOTHY SZILASI - $36,370 PART I, LINE 7: NON-FIXED PAYMENTS ALL EMPLOYEES OF 3CDC ARE ELIGIBLE FOR A 10% BONUS DEPENDING ON PERFORMANCE METRICS. THE PRESIDENT & CEO'S CONTRACT PERMITS A BONUS OF UP TO 25% OF BASE SALARY. BONUSES WERE REVIEWED AND APPROVED BY THE HUMAN RESOURCES AND GOVERNANCE SUBCOMMITTEE AND DOCUMENTED IN THE BOARD MEETING MINUTES. A PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2017-12-29 18920826 REFUND SERIES 2009A & SERIES 2011 (9/3/2014) 0 0 0 B PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2018-10-19 26252870 FACILITY CONSTRUCTION 0 0 0 C PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 734191AK5 2019-12-19 58641715 REFUNDING 6/20/2013, 6/20/2018 & 6/19/2019 0 0 0 D PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 734191AN9 2020-07-16 13143245 REFUNDING OF AFFILIATE DEBT 0 0 0 A 4264680 18920826 18920826 2017 1 0 1 1 B -79522 26252869 900000 525057 24827812 2020 0 0 1 1 C 78229 58641715 2046503 681175 55914036 2019 1 0 1 1 D 774791 13143244 672000 262865 12208379 2020 1 0 1 1 A 0 0 0 0 0 0 0 B 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 D 0 0 0 0 0 0 0 A 0 0 0 0 1 1 PNC 1.100000000000 1 0 0 0 0 B 0 0 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 0 0 D 0 0 0 0 0 0 0 0 0 A 0 B 0 C 0 D 0 PART I, COLUMN E, LINES C AND D AND CONTINUATION SHEET, COLUMN E, LINE B AND PART II, LINE 3, COLUMNS C AND D AND CONTINUATION SHEET, LINE 3, COLUMN B ISSUE PRICE AND PROCEEDS TOTAL ISSUE PRICE IN PART I, COLUMN E, CONTINUATION SHEET LINES B, C, I DOES NOT MATCH THE ISSUE PRICE LISTED ON THE FILED FORM 8038 AND TOTAL PROCEEDS FROM ISSUE IN PART II, LINE 3, CONTINUATION SHEET COLUMNS B, C, I DUE TO A DISCOUNT AT TIME OF ISSUE. SCHEDULE K, PART IV, COLUMN A, LINE 2C REBATE COMPUTATION DATE REBATE COMPUTATION PERFORMED 12/07/2016. SCHEDULE K, PART IV, COLUMN B, LINE 2C REBATE COMPUTATION DATE TWO SEPARATE BONDS ISSUED 12/28/2011 & THEN CONSOLIDATED & REFUNDED ON 9/3/2014. REBATE COMPUTATIONS WERE PERFORMED FOR ONE BOND ON 5/28/2020 AND THE OTHER 6/1/2020 A PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 734195B72 2021-09-21 7374473 REFUND DEBT (12/29/2017) 0 0 0 B PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2017-12-29 10400000 FACILITY CONSTRUCTION 0 0 0 C PORT OF GREATER CINCINNATI DEVELOPMENT AUTHORITY 311752368 NONEAVAIL 2020-04-22 3750000 FACILITY CONSTRUCTION 0 0 0 A 508607 7374473 142489 7231983 2021 1 0 1 1 B 3567867 10400000 50001 10349999 2021 0 0 1 1 C 275706 3750000 82119 3667881 2020 0 0 1 1 A 0 0 0 0 0 0 0 B 0 0 0 0 0 0 0 C 0 0 0 0 0 0 0 A 0 0 0 0 1 0 0 0 0 B 0 0 0 0 1 0 PNC & FIFTH THIRD 2.000000000000 1 0 0 0 0 C 0 0 0 0 0 0 0 0 0 A 0 B 0 C 0 FORM 990, PART III, LINE 1: (1) TO PROMOTE THE WELFARE OF THE PEOPLE OF THE CITY OF CINCINNATI, OHIO (THE "CITY") (2) TO COMBAT COMMUNITY DETERIORATION, PROVIDE RELIEF TO THE POOR AND DISTRESSED, ELIMINATE DISCRIMINATION AND PREJUDICE, LESSEN NEIGHBORHOOD TENSIONS, FOSTER LOW INCOME HOUSING, STABILIZE, AND GENERALLY TO OTHERWISE PROMOTE COMMUNITY AND ECONOMIC DEVELOPMENT AND REDEVELOPMENT IN THE CITY'S DOWNTOWN; (3) TO LESSEN THE BURDENS OF GOVERNMENT OF THE CITY BY OVERSEEING PROJECTS, INCLUDING THOSE IN THE "CENTER CITY PLAN" PRESENTED TO THE CITY, AND PROGRAMS DESIGNED TO STRENGTHEN AND LEVERAGE THE CITY'S DOWNTOWN CORE ASSETS, INITIALLY FOCUSING ON FOUNTAIN SQUARE, OVER THE RHINE AND THE BANKS; (4) TO IMPROVE THE ECONOMY OF THE CITY BY DEVELOPING, ATTRACTING, EXPANDING, AND RETAINING BUSINESS, INDUSTRIAL, EDUCATIONAL, CULTURAL, CIVIC, COMMUNITY AND OTHER ENTERPRISES IN THE CITY AND THEREBY DEVELOPING, ATTRACTING, EXPANDING, AND RETAINING JOBS FOR THE PEOPLE OF THE CITY; (5) SOLELY FOR THE ABOVE PURPOSES, THE CORPORATION IS EMPOWERED TO TAKE AND HOLD BY BEQUEST, DEVISE, GIFT, CONTRIBUTION, PURCHASE, LEASE, OR ANY OTHER FORM, EITHER ABSOLUTELY OR IN TRUST, ANY PROPERTY, REAL OR PERSONAL, TANGIBLE OR INTANGIBLE, WITHOUT LIMITATION AS TO AMOUNT OR VALUE; TO SELL, CONVEY, USE, ASSIGN AND DISPOSE OF ANY SUCH PROPERTY AND TO INVEST AND REINVEST THE INCOME AND PRINCIPAL THEREOF; TO DEAL WITH AND EXPEND THE INCOME AND PRINCIPAL OF THE CORPORATION; TO MAKE GIFTS OR CONTRIBUTIONS TO OTHER ENTITIES OR PERSONS; TO VOTE THE SHARES OR INTERESTS IN ANY STOCK OR OTHER EQUITY INVESTMENT HELD BY THE CORPORATION; TO MAINTAIN, PROTECT AND ENFORCE ALL RIGHTS, TITLE AND INTERESTS INCIDENTAL TO HOLDING TITLE TO PROPERTY HELD BY THE CORPORATION; TO DO ALL THINGS NECESSARY OR APPROPRIATE TO ACCOMPLISH THE FOREGOING; AND TO EXERCISE ALL OTHER RIGHTS AND POWERS CONFERRED BY THE LAWS OF THE STATE OF OHIO UPON NONPROFIT CORPORATIONS. FORM 990, PART VI, SECTION A, LINE 1A DELEGATION OF AUTHORITY EXECUTIVE COMMITTEE: THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIRPERSON OF THE BOARD, THE CHAIRPERSON OF EACH BOARD COMMITTEE AND SUCH OTHER DIRECTORS AS MAY BE NOMINATED BY THE CHAIRPERSON OF THE BOARD AND APPROVED BY THE BOARD OF DIRECTORS FROM TIME TO TIME. THE CHAIRPERSON OF THE BOARD SHALL SERVE AS THE CHAIRPERSON OF THE EXECUTIVE COMMITTEE. DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE SHALL POSSESS AND MAY EXERCISE ALL OF THE POWERS OF THE BOARD OF DIRECTORS IN THE MANAGEMENT AND CONTROL OF THE BUSINESS OF THE CORPORATION TO THE EXTENT PERMITTED BY LAW. ALL ACTION TAKEN BY THE EXECUTIVE COMMITTEE SHALL BE REPORTED TO THE BOARD OF DIRECTORS AT ITS FIRST MEETING THEREAFTER. THE BOARD OF DIRECTORS MAY, AT ANY REGULAR MEETING, REVIEW THE ACTIONS OF THE EXECUTIVE COMMITTEE AND MAY MODIFY, RATIFY OR RESCIND ANY SUCH ACTIONS, SUBJECT TO THE CONTRACT RIGHTS OF THIRD PARTIES. NO MEMBER OF THE EXECUTIVE COMMITTEE WHO IS UNABLE TO ATTEND A MEETING OF THE EXECUTIVE COMMITTEE SHALL BE PERMITTED TO BE REPRESENTED AT SUCH MEETING BY A PROXY. SUBCOMMITTEES: THE BOARD OF DIRECTORS HEREBY DELEGATES ITS POWER TO APPOINT FROM TIME TO TIME CERTAIN OF ITS MEMBERS TO ACT AS A COMMITTEE IN THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS TO THE EXECUTIVE COMMITTEE, AND THE EXECUTIVE COMMITTEE MAY, ON BEHALF OF THE BOARD OF DIRECTORS, FROM TIME TO TIME DELEGATE TO A COMMITTEE POWER TO BE EXERCISED UNDER THE CONTROL AND DIRECTION OF THE EXECUTIVE COMMITTEE. EACH COMMITTEE SHALL BE COMPOSED OF ONE (1) OR MORE DIRECTORS AND MAY INCLUDE PERSONS WHO ARE NOT DIRECTORS. EACH COMMITTEE AND EACH MEMBER THEREOF SHALL SERVE AT THE PLEASURE OF THE EXECUTIVE COMMITTEE. EITHER THE EXECUTIVE COMMITTEE OR THE CHAIRPERSON OF THE PARTICULAR COMMITTEE MAY FROM TIME TO TIME APPOINT A SUBCOMMITTEE OF SUCH COMMITTEE. SUCH SUBCOMMITTEES MAY INCLUDE PERSONS WHO ARE NOT DIRECTORS, PROVIDED THAT AT LEAST ONE (1) DIRECTOR SHALL BE A MEMBER OF SUCH SUBCOMMITTEE. SUBJECT TO CHANGE BY THE EXECUTIVE COMMITTEE ON BEHALF OF THE BOARD OF DIRECTORS, THERE SHALL CURRENTLY BE THE FOLLOWING FIVE (5) COMMITTEES IN ADDITION TO THE EXECUTIVE COMMITTEE: THE AUDIT COMMITTEE, THE DEVELOPMENT AND FINANCE COMMITTEE, THE ASSET COMMITTEE, THE EVENT AND SPONSORSHIP COMMITTEE, AND THE CENTER CITY MANAGEMENT COMMITTEE. COMMITTEE AND SUBCOMMITTEE ACTION: UNLESS OTHERWISE PROVIDED BY THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE, AS THE CASE MAY BE, A MAJORITY OF THE MEMBERS OF ANY COMMITTEE OR SUBCOMMITTEE APPOINTED BY THE EXECUTIVE COMMITTEE PURSUANT TO SECTION 8.2 SHALL CONSTITUTE A QUORUM AT ANY MEETING THEREOF AND THE ACT OF A MAJORITY OF THE MEMBERS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACT OF SUCH COMMITTEE OR SUBCOMMITTEE. ACTION MAY BE TAKEN BY ANY COMMITTEE OR SUBCOMMITTEE WITHOUT A MEETING BY A WRITING SIGNED BY ALL ITS MEMBERS. EACH COMMITTEE OR SUBCOMMITTEE SHALL KEEP A WRITTEN RECORD OF ALL ACTION TAKEN BY IT. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS THE IRS FORM 990 IS PREPARED BY A NATIONAL EXTERNAL PUBLIC ACCOUNTING FIRM, GRANT THORNTON ADVISORS LLC. THE CFO AND CEO REVIEW THE DRAFT PRIOR TO DISSEMINATION TO THE AUDIT COMMITTEE. THE AUDIT COMMITTEE IS GIVEN A COPY OF THE FULL TAX RETURN AND REVIEWS THE GOVERNANCE AND COMPENSATION DATA PRIOR TO FILING WITH THE IRS. A COMPLETE COPY OF THE FORM 990 IS PROVIDED TO THE GOVERNING BOARD PRIOR TO FILING THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY MONITERING & ENFORCEMENT CONFLICT OF INTEREST POLICY IS VERBALLY DISCUSSED AT REGULAR STAFF MEETINGS. EACH YEAR ALL OFFICERS, DIRECTORS AND EMPLOYEES ARE REQUIRED TO FILL OUT A CONFLICT OF INTEREST (COI) DISCLOSURE FORM (ALTERNATIVE YEARS ARECONFIRMATION OF PRIOR YEAR). THE FORM IS REVIEWED AND SUMMARIZED INTERNALLY AND SUBMITTED TO THE ORGANIZATION'S GENERAL COUNSEL FOR REVIEW AND DISCLOSURE TO EXECUTIVE COMMITTEE, IF NECESSARY. ANY ACTION TAKEN BY THE BOARD OR COMMITTEE THAT HAS A COI OF AN EMPLOYEE, DIRECTOR OR OFFICER IS DISCLOSED PRIOR TO PASSAGE AND THE INDIVIDUAL IS REQUESTED TO LEAVE THE ROOM DURING THE DISCUSSION AND VOTE. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION EACH YEAR THE GOVERNANCE & HR SUBCOMMITTEE MEETS TO REVIEW THE COMPENSATION AND EMPLOYMENT AGREEMENT OF THE CEO. COMPENSATION DECISIONS ARE BASED ON COMPARABILITY DATA AND RESULTS OF THE ORGANZATION. THE CEO ALSO DISCUSSES THE PERFORMANCE AND COMPENSATION OF KEY EMPLOYEES WITH THE GOVERNANCE & HR SUBCOMMITTEE. THESE DISCUSSIONS ARE DOCUMENTED IN THE MINUTES OF THE APPLICALBE MEETING. THE SUBCOMMITTEE'S CHAIR ALSO DISCUSSES THE RESULTS WITH THE EXECUTIVE COMMITTEE AND BOARD MEMBERS. FORM 990, PART VI, LINES 16A AND 16B: PROCEDURES FOR ENTERING INTO JOINT VENTURE ARRANGEMENTS 3CDC HAS NOT ADOPTED A FORMAL WRITTEN POLICY TO ADDRESS JOINT VENTURE ACTIVITIES BUT THE ORGANIZATION UNDERTAKES PROACTIVE MEASURES TO ENSURE THAT THE ORGANIZATION'S ASSETS ARE PRESERVED FOR EXEMPT PURPOSES. ALL POTENTIAL JOINT VENTURE OPPORTUNITIES ARE TAKEN TO THE DEVELOPMENT & FINANCE COMMITTEE, BOARD OF DIRECTORS, AND, IF DEEMED NECESSARY, THE EXECUTIVE COMMITTEE AND/OR HR & GOVERNANCE SUB-COMMITTEE, TO DISCUSS WHY THE JOINT VENTURE HELPS FURTHER THE MISSION OF THE ORGANIZATION. FORM 990, PART VI, SECTION C, LINE 19 HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC THE ORGANIZATION'S ARTICLES OF INCORPORATION, CONSTITUTION, BYLAWS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST FORM 990, PART XI, LINE 9: GAIN/(LOSS) ON CHANGE IN VALUE OF INTEREST RATE SWAP -307,971. ADJUSTMENT FOR CAPITAL CONTRIBUTION 60,602. LOSS ON EXTINGUISHMENT OF DEBT -176,802. ADJUSTMENT FOR INSURANCE PROCEEDS 389,212. 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