2023-11-15T13:38:54-06:00 2022-12-31 366055558 GRANT THORNTON LLP 171 N CLARK ST SUITE 200 CHICAGO IL 60601 990 2022-01-01 200446324 CINCINNATI CENTER CITY DEVELOPMENT CORP CINC 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 TIMOTHY SZILASI SR. VP & CFO 5136214400 2023-11-15 1 TIMOTHY SZILASI 999009999 0 BRIDGET T ROCHE P00666837 3128560200 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z TIMOTHY SZILASI 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 51353062 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. 29 28 348 100 25575 0 9667683 6674398 34181155 39250427 3795128 96316 616132 879490 48260098 46900631 32704 38020 0 0 7993454 13828041 0 0 269189 41942910 40771513 49969068 54637574 -1708970 -7736943 391517750 437931521 404961100 456345549 -13443350 -18414028 X SEE SCHEDULE O 1 0 18808258 15149533 MIXED-USE REAL ESTATE: MUCH OF 3CDC'S MIXED-USE FOUNDRY PROJECT WAS COMPLETED IN 2022, RESULTING IN 700 NEW EMPLOYEES IN CINCINNATI'S URBAN CORE ACROSS THE BUILDING'S THREE OFFICE TENANTS. THE ORGANIZATION CONTINUES TO WORK TO CONNECT THE FOUNTAIN SQUARE AREA TO THE CONVENTION CENTER 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, 30% (32/107) OF 3CDC'S LEASED, STREET-LEVEL COMMERCIAL SPACES ARE MINORITY-OWNED BUSINESSES, WHILE 36% (39/107) OF 3CDC'S FIRST-FLOOR RETAIL TENANTS ARE WOMAN-OWNED BUSINESSES. 15750459 12686561 PARKING: 3CDC BROUGHT ITS PARKING SERVICES IN-HOUSE IN 2022, OPTING TO HIRE 40 NEW EMPLOYEES AND FIVE NEW MANAGERS TO OVERSEE THE MANAGEMENT OF THE 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 THE SMALL BUSINESSES IN THE URBAN CORE, MAKING IT EASIER FOR PATRONS TO VISIT RETAIL, FOOD & BEVERAGE, AND SERVICE-BASED ESTABLISHMENTS. 8378550 38020 7154751 CIVIC SPACE EVENT MANAGEMENT AND PROGRAMMING: IN 2022, 3CDC HOSTED OVER 1,500 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 OVER 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 THE PARK OFTEN SUPPORT THE LOCAL ECONOMY BY PARKING AT NEARBY GARAGES AND VISITING SMALL BUSINESSES IN THE AREA. 4558618 3671841 BUSINESS IMPROVEMENT DISTRICT MANAGEMENT: 3CDC EMPLOYED OVER 40 FULL-TIME AMBASSADORS IN 2022, AS WELL AS 45 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 OTR SOUTH SPECIAL IMPROVEMENT DISTRICT. THIS WORK. 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. 729685 587741 DEVELOPMENT: 3CDC CONTINUED ITS EFFORTS TO CREATE MORE AFFORDABLE HOUSING THROUGHOUT OTR VIA MIXED-INCOME DEVELOPMENT PROJECTS IN 2022. THE ORGANIZATION COMPLETED CONSTRUCTION ON BOTH WILLKOMMEN AND KEYER ROW IN 2022, BRINGING ONLINE 185 APARTMENT UNITS, 93 (50%) OF WHICH WERE AFFORDABLE TO THOSE MAKING 50-80% OF THE AREA MEDIAN INCOME (AMI). 3CDC ALSO STARTED CONSTRUCTION ON ANOTHER THREE PROJECTS AUGUST FLATS, ADELINE LOFTS & WEBSTER FLATS, AND THE ANNIE THAT WILL CREATE 67 NEW APARTMENTS, 24 OF WHICH WILL BE RESERVED FOR THOSE MAKING 50-80% AMI. IN ADDITION, THE ORGANIZATION ADVANCED PREDEVELOPMENT WORK ON TWO MAJOR CIVIC PROJECTS, THE CONVENTION CENTER DISTRICT, WHICH INVOLVES THE RENOVATION OF THE CONVENTION CENTER AND CONSTRUCTION OF A NEW 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 BRINGING UNDERUTILIZED PROPERTIES BACK INTO USE, INCREASING THE NUMBER OF HOUSING UNITS AND ACTIVATING STREET LEVEL COMMERICAL SPACES TO CREATE JOBS. 5288303 4259582 48225570 1 1 0 0 0 0 0 0 1 0 1 1 0 1 1 1 0 1 0 0 0 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 1 451 0 1 348 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 29 28 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 628087 0 78373 CAROLYN TASTAD CHAIR (THRU 3/25/2022) 1.00 1.00 X X 0 0 0 SHAILESH JEJURIKAR CHAIR (AS OF 3/25/2022) 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 STEVE DAVIS BOARD MEMBER (AS OF 3/25/2022) 1.00 0.00 X 0 0 0 LEIGH FOX BOARD MEMBER 1.00 0.00 X 0 0 0 S KAY GEIGER BOARD MEMBER (THRU 7/22/2022) 1.00 0.00 X 0 0 0 CHRIS HABEL BOARD MEMBER 1.00 0.00 X 0 0 0 RYAN HAYS BOARD MEMBER (AS OF 12/14/2022) 1.00 0.00 X 0 0 0 BRIAN HODGETT BOARD MEMBER 1.00 0.00 X 0 0 0 RYAN JANKOWSKI BOARD MEMBER (AS OF 7/22/2022) 1.00 0.00 X 0 0 0 KEVIN JONES BOARD MEMBER (THRU 7/22/2022) 1.00 0.00 X 0 0 0 ELLEN M KATZ BOARD MEMBER 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 (AS OF 9/9/2022) 1.00 0.00 X 0 0 0 RODNEY MCMULLEN BOARD MEMBER 1.00 0.00 X 0 0 0 JILL MEYER BOARD MEMBER 1.00 0.00 X 0 0 0 STEVE MULLINGER BOARD MEMBER (AS OF 12/14/2022) 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 (AS OF 7/22/2022) 1.00 0.00 X 0 0 0 THOMAS L WILLIAMS BOARD MEMBER 1.00 0.00 X 0 0 0 SHANE WRIGHT BOARD MEMBER (THRU 7/22/2022) 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 339734 0 64966 TIMOTHY SZILASI SECY., TREAS., SR. VP & CFO 45.00 5.00 X 260210 0 48616 CHRISTY VISSMAN VP EVENTS 50.00 0.00 X 178734 0 59321 LANN FIELD VP DEVELOPMENT 45.00 5.00 X 175008 0 21655 MICHAEL DUMBAULD VP FINANCE 50.00 0.00 X 119061 0 15985 JENNIFER MARTIN ACCOUNTING DIRECTOR 50.00 0.00 X 117838 0 15841 DAVID VISSMAN VP OPERATIONS 50.00 0.00 X 118360 0 5666 1937032 0 310423 15 0 1 0 MESSER CONSTRUCTION CO 643 W COURT STREET CINCINNATI OH 45202 CONSTRUCTION 4892220 TURNER CONSTRUCTION COMPANY 250 WEST COURT ST CINCINNATI OH 45206 CONSTRUCTION 4043637 GRAYBACH 2416 CENTRAL PARKWAY CINCINNATI OH 45202 CONSTRUCTION 2524785 MODEL CONSTRUCTION 1826 RACE STREET CINCINNATI OH 45602 CONSTRUCTION 2190415 SP-PLUS CORPORATION 580 WALNUT ST STE PL150 CINCINNATI OH 45202 CONSTRUCTION 1900239 51 2478962 4195436 6674398 LEASE INCOME 532000 10600908 10600908 MANAGEMENT FEE INCOME 541610 6337817 6337817 PARKING INCOME 812930 6284754 6284754 SVC CONCESSION CNTRCT INCOME 541610 5122764 5122764 CONDOMINIUM SALES 531390 4685000 4685000 6219184 6219184 39250427 673358 673358 3875389 4452431 -577042 -577042 -577042 REIMB. TENANTS/VENDORS 900099 269877 269877 MISCELLANEOUS REVENUE 900099 189723 189723 LEGAL SETTLEMENTS 900099 160000 160000 259890 25575 234315 879490 46900631 39250427 25575 950231 38020 38020 1419986 921094 498892 10072619 6359130 3444300 269189 1474742 956612 518130 860694 558301 302393 560580 560580 459931 358429 101502 255704 18865 236839 313061 310561 2500 408481 368569 39912 1371909 1252459 119450 617669 190161 427508 9043830 9015864 27966 125352 70974 54378 12172980 12046337 126643 6851152 6833687 17465 1145354 934706 210648 REAL ESTATE DEV CONST 4698331 4698331 EVENT & PRGM PLANNING 2339743 2339743 PROFESSIONAL MEMBERSHIP 12780 1598 11182 394656 391549 3107 54637574 48225570 6142815 269189 31211772 10546158 1553127 2939783 1771086 4397679 22604883 31646163 4378382 451253 7508144 463805 196522734 31846789 145998613 164675945 32408601 19816365 20241807 156675378 170160327 391517750 437931521 14658695 16511130 24569384 25469146 154586404 193639513 203298134 207626830 7848483 13098930 404961100 456345549 X -13443350 -21841162 0 3427134 -13443350 -18414028 391517750 437931521 X -7736943 2766265 X 0 1 X 1 0 X 2744551 4560428 4733139 9667683 6674398 28380199 2744551 4560428 4733139 9667683 6674398 28380199 2908110 25472089 566089 1149762 868843 1227293 673358 4485345 24400 32325 31750 21000 25575 135050 566101 2371444 755009 595132 853915 5141601 38142195 211424020 0.66780 0.68880 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: DEBT FORGIVENESS - 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 1,999,970. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 16,629. 2022 AMOUNT: $ 0. INSURANCE PROCEEDS - 2018 AMOUNT: $ 40,872. 2019 AMOUNT: $ 5,918. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 118,513. 2022 AMOUNT: $ 134,647. REIMB FROM TENANTS/VENDORS - 2018 AMOUNT: $ 48,273. 2019 AMOUNT: $ 101,562. 2020 AMOUNT: $ 77,281. 2021 AMOUNT: $ 219,710. 2022 AMOUNT: $ 269,877. PROJECT REIMBURSEMENT - 2018 AMOUNT: $ 179,701. 2019 AMOUNT: $ 58,243. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. REAL ESTATE TAXES - 2018 AMOUNT: $ 71,434. 2019 AMOUNT: $ 193,045. 2020 AMOUNT: $ 86,711. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 0. MISCELLANEOUS REVENUE - 2018 AMOUNT: $ 212,644. 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 588,277. 2021 AMOUNT: $ 237,042. 2022 AMOUNT: $ 164,148. VENDING REVENUE - 2018 AMOUNT: $ 13,177. 2019 AMOUNT: $ 12,706. 2020 AMOUNT: $ 2,740. 2021 AMOUNT: $ 3,238. 2022 AMOUNT: $ 25,381. RECOVERED INCOME - 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 50,704. MEMBERSHIP INCOME - 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 49,158. LEGAL SETTLEMENTS - 2018 AMOUNT: $ 0. 2019 AMOUNT: $ 0. 2020 AMOUNT: $ 0. 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 160,000. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 12096796 12096796 105594974 17491029 88103945 22310391 5067282 17243109 38289109 8639828 29649281 18231464 648650 17582814 164675945 US TREASURY 21990418 F MONEY MARKET 10418183 F 32408601 CONTRACT ASSET 151016327 OPERATING LEAVE RIGHT OF USE ASSET 15596051 OTHER ASSET 3346806 LEASE ISSUANCE COSTS, NET 201143 170160327 OPERATING LEASE OBLIGATIONS 8605126 CAPITAL LEASE OBLIGATIONS 2621127 UNEARNED REVENUE 1426639 SECURITY DEPOSITS HELD 439555 OTHER LIABILITIES 6483 13098930 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, 2022 AND 2021. 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, 2022 AND 2021. 1 OVER-THE-RHINE CHAMBER OF COMMERCE 1307 WALNUT STREET CINCINNATI OH 45202 310669700 501(C)(6) 10000 0 GENERAL SUPPORT 0 1 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 515205 0 101959 0 10923 0 47450 0 30923 0 706460 0 0 0 ADAM GELTER EVP, DEVELOPMENT 313180 0 24000 0 2554 0 38239 0 26727 0 404700 0 0 0 TIMOTHY SZILASI SECY., TREAS., SR. VP & CFO 233325 0 24000 0 2885 0 35989 0 12627 0 308826 0 0 0 CHRISTY VISSMAN VP EVENTS 164187 0 14000 0 547 0 32800 0 26521 0 238055 0 0 0 LANN FIELD VP DEVELOPMENT 155495 0 19000 0 513 0 8138 0 13517 0 196663 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: STEPHEN G. LEEPER - $33,200 ADAM GELTER - $24,000 TIMOTHY SZILASI - $24,000 CHRISTY VISSMAN - $24,000 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 3351532 18920826 18920826 2017 1 0 1 1 B -64130 26252869 900000 525057 24827812 2020 0 0 1 1 C 58672 58641715 2046503 681175 55914036 2019 1 0 1 1 D 454851 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 203999 7374473 142489 7231983 2021 1 0 1 1 B 170500 10400000 50001 10349999 2021 0 0 1 1 C 160100 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 III, LINE 2 SEE PART III, LINES 4A-4D 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. 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 A RECONFIRMATION 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 THE EXECUTIVE COMMITTEE UTILIZED COMPARABILITY DATA WHEN DETERMINING THE CEO'S COMPENSATION IN COMPLETING HIS EMPLOYMENT CONTRACT. EACH YEAR THE COMMITTEE REVIEWS THE ORGANIZATION'S SCORECARD AND RESULTS AS WELL AS THE CEO'S PERFORMANCE IN ASSESSING HIS COMPENSATION CHANGES. FINALLY, THE CHAIR DISCUSSES THE RESULTS WITH BOARD MEMBERS. OTHER KEY STAFF COMPENSATION IS DETERMINED BY COMPARING LOCAL OR REGIONAL SALARY DATA AS WELL AS THE INDIVIDUAL'S PERFORMANCE. 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 2,795,977. ADJUSTMENT FOR WILLKOMMEN COMMERCIAL LANDLORD -54,146. ADJUSTMENT FOR CAPITAL CONTRIBUTION 24,434. 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