2013-09-10T12:00:11-05:00 2012-12-31 CROWE HORWATH LLP 9600 Brownsboro Road Suite 400 Louisville KY 402411122 990 2012-01-01 204230414 LOUISVILLE ARENA AUTHORITY INC LOUI 5026909011 One Arena Plaza Louisville KY 402021363 WILLIAM SUMMERS V 2013-09-15 true Rachel Spurlock P00520729 5023263996 2012 2016-02-24 21:20:13Z X LARRY HAYES One Arena Plaza Louisville KY 402021363 26686669 false X WWW.ARENAAUTHORITY.COM X 2006 KY LAA WAS ORGANIZED FOR THE PURPOSE OF CREATING, FINANCING, DEVELOPING AND OVERSEEING THE DESIGN AND CONSTRUCTION, MANAGEMENT AND OPERATION OF THE MULTI-PURPOSE ARENA. THE ARENA IS A VENUE FOR A VARIETY OF COMMUNITY-ORIENTED EVENTS AND WILL OPERATE YEAR ROUND. 12 12 0 22 0 0 12569823 17595031 11397815 7764533 834170 758630 561986 568475 25363794 26686669 0 0 0 0 0 0 0 0 0 45028656 40209119 45028656 40209119 -19664862 -13522450 439136044 419857568 379435415 377045060 59700629 42812508 TO CREATE, FINANCE, DEVELOP AND OVERSEE THE DESIGN AND CONSTRUCTION, MANAGEMENT AND OPERATION OF A MULTI-PURPOSE ARENA. THE ARENA IS A VENUE FOR A VARIETY OF COMMUNITY-ORIENTED EVENTS, WHICH WILL GENERALLY BE OPEN TO THE PUBLIC: UNIVERSITY OF LOUISVILLE MEN'S AND WOMEN'S BASKETBALL GAMES, CONCERTS, FAMILY SHOWS, AND OTHER EVENTS. false false 39298147 8333008 ON APRIL 19, 2010, THE LOUISVILLE ARENA AUTHORITY ANNOUNCED THAT YUM! BRANDS, A LOCALLY-BASED INTERNATIONAL COMPANY, HAD BEEN SELECTED AS THE NAMING RIGHTS PARTNER OF THE NEW LOUISVILLE ARENA. THE ARENA THEN BECAME KNOWN AS THE "KFC YUM! CENTER." SINCE ITS OPENING, THE KFC YUM! CENTER HAS HOSTED UNIVERSITY OF LOUISVILLE MEN'S AND WOMEN'S BASKETBALL GAMES, NUMEROUS CONCERTS AND FAMILY SHOWS AND PRIVATE EVENTS. INTEREST IN THE FACILITY REMAINS HIGH, AND AS A RESULT, NUMEROUS NEW BUSINESSES HAVE OPENED NEAR THE ARENA. AS ANTICIPATED, THE ARENA HAS LED TO ADDITIONAL ECONOMIC DEVELOPMENT IN DOWNTOWN LOUISVILLE. EFFECTIVE JUNE 30, 2012, THE LAA REPLACED THE KSFB (THE INDEPENDENT MANAGING AGENT) WITH AEG MANAGEMENT LOUISVILLE, LLC TO OBTAIN A MINIMUM GUARANTEE AND IMPROVE THE RESULTS OF NET OPERATING REVENUES. 39298147 true true false false false false false false false true false false false true true true false false false false false false false false false false false false false true false false false false false false false false false false false false false false false false false false false false true 28 0 true 0 false false false false false false false false false false X 12 12 false true false false false false false true true false false true true true true true true false false false KY X Justin Jokovich 5023675100 One Arena Plaza Louisville KY 402021363 X ALICE HOUSTON 1.00 X X 0 0 0 DANIEL ULMER 20.00 X X 0 0 0 LARRY HAYES 6.00 X X 0 0 0 W JAMES HOST PARTIAL YEAR 40.00 X X 0 0 0 WILLIAM SUMMERS 3.00 X X 0 0 0 ANDREW BESHEAR 1.00 X 0 0 0 CISSY MUSSELMAN PARTIAL YEAR 1.00 X 0 0 0 ERIC GUNDERSON 4.00 X 0 0 0 LEE KIRKWOOD 1.00 X 0 0 0 LESA SEIBERT 1.00 X 0 0 0 LINDY STREET 2.00 X 0 0 0 MARK LYNN PARTIAL YEAR 1.00 X 0 0 0 MAURA TEMES 1.00 X 0 0 0 MICHAEL HOULIHAN 1.00 X 0 0 0 TIM CORRIGAN PARTIAL YEAR 4.00 X 0 0 0 TIM MULLOY 1.00 X 0 0 0 TODD BLUE PARTIAL YEAR 1.00 X 0 0 0 HAROLD WORKMAN 40.00 X 0 0 0 0 0 0 0 false false false AEG MANAGEMENT LOUISVILLE LLC 1111S FIGUEROA ST STE 3100 LOS ANGELES CA 90015 OPERATIONS MANAGEMENT 895726 NATIONAL SHOWS 2 LLC 211 S PATTERSON ST MADISON WI 53702 CONCERT EVENT 700160 POLICE PRODUCTIONS 281 ANCIENT ELMS CT LAKE SAINT LOUIS MO 63367 CONCERT EVENT 410612 AEG LIVE PRODUCTIONS LLC 824 19TH ST NASHVILLE TN 37203 CONCERT EVENT 264941 FROST BROWN TODD PO BOX 70087 LOUISVILLE KY 40270 LEGAL SERVICES 145982 22 13341716 4253315 17595031 SUITE & PREMIUM SEATING REVENUE 711300 1406417 1406417 EVENT REVENUE 711300 5462390 5462390 OPERATIONS CONTRACT 711300 895726 895726 0 0 0 0 0 0 7764533 106560 106560 652070 652070 0 0 0 0 0 0 0 0 0 0 DEBT FORGIVENESS 900099 500004 500004 0 0 68471 68471 0 0 568475 26686669 8333008 0 758630 0 0 0 0 0 0 0 0 0 0 105000 105000 145982 145982 75084 75084 0 0 0 2756940 2291459 465481 0 394280 394280 242827 194262 48565 20766 20766 0 968128 968128 11017 11017 0 0 21457863 21457863 0 11372631 11372631 39077 39077 PROCEEDS TO CO-PROMOTERS 934828 934828 SUITES- SPONSORSHIPS & FEES 440700 440700 BUILDING MAINTENANCE 253218 253218 SPECIAL MATERIALS & SERVICES 101687 101687 889091 889091 0 0 40209119 39298147 910972 0 0 9758323 5915585 0 0 5904679 6174507 0 0 284197 60000 403383214 22985264 391705407 380397950 22636816 19271177 0 0 10000 10000 8836622 8028349 439136044 419857568 12791426 9982010 4855854 3316121 320996297 322543882 0 30000000 30000000 10791838 11203047 379435415 377045060 X 59700629 42812508 59700629 42812508 439136044 419857568 -13522450 -3365671 0 X false true X true false X 1387556 939901 7117844 12569823 17595031 39610155 0 0 1387556 939901 7117844 12569823 17595031 39610155 795383 38814772 559126 848516 585767 834170 758630 3586209 0 534799 404 149068 561986 568475 1814732 45011096 23817207 0.86230 0.93360 X OTHER INCOME, SCHEDULE A, PART II, LINE 10, DESCRIPTION - SWAP TERMINATION REFUND, COLUMN A - 525000, COLUMN B - , COLUMN C - , COLUMN D - , COLUMN E - , COLUMN F - 525000; DESCRIPTION - BID DEPOSIT INCOME, COLUMN A - 9799, COLUMN B - , COLUMN C - , COLUMN D - , COLUMN E - , COLUMN F - 9799; DESCRIPTION - MISCELLANEOUS INCOME, COLUMN A - , COLUMN B - 404, COLUMN C - 24067, COLUMN D - 61982, COLUMN E - 68471, COLUMN F - 154924; DESCRIPTION - DEBT FORGIVENESS, COLUMN A - , COLUMN B - , COLUMN C - 125001, COLUMN D - 500004, COLUMN E - 500004, COLUMN F - 1125009;, RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 91605539 91605539 283969073 16631336 267337737 0 21444510 3543856 17900654 6364092 2810072 3554020 380397950 0 KSFB GUARANTEE 4828047 CENTERPLACE ADVANCE 6375000 11203047 X FIN 48 (ASC 740) footnote Schedule D, Part X, Line 2 THE AUTHORITY RECEIVED A RULING FROM THE INTERNAL REVENUE SERVICE INDICATING THAT IT QUALIFIES AS A TAX EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, NO INCOME TAXES HAVE BEEN PROVIDED IN THE ACCOMPANYING FINANCIAL STATEMENTS. THE KENTUCKY DEPARTMENT OF REVENUE HAS GRANTED THE AUTHORITY EXEMPTION FROM SALES TAX ON PURCHASES MADE FOR ITS EXEMPT PURPOSE AND HAS ALSO ISSUED THE AUTHORITY AN EXEMPTION FROM AD VALOREM TAX AS A "PURELY PUBLIC CHARITY." THE AUTHORITY HAS NO MATERIAL UNCERTAIN INCOME TAX POSITIONS WHICH WOULD RESULT IN A LIABILITY TO THE AUTHORITY. THE AUTHORITY RECOGNIZES INTEREST AND/OR PENALTIES RELATED TO INCOME TAX MATTERS IN INCOME TAX EXPENSE. THE AUTHORITY RECOGNIZED NO INTEREST OR PENALTIES ON INCOME TAXES IN ITS STATEMENT OF ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, 2012 OR 2011. DUE TO ITS TAX EXEMPT STATUS, THE AUTHORITY IS NOT SUBJECT TO U.S. FEDERAL INCOME TAX OR STATE INCOME TAX. THE AUTHORITY RECOGNIZES A TAX POSITION AS A BENEFIT ONLY IF IT IS "MORE LIKELY THAN NOT" THAT THE TAX POSITION WOULD BE SUSTAINED IN A TAX EXAMINATION, WITH A TAX EXAMINATION BEING PRESUMED TO OCCUR. THE AMOUNT RECOGNIZED IS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED ON EXAMINATION. FOR TAX POSITIONS NOT MEETING THE "MORE LIKELY THAN NOT" TEST, NO TAX BENEFIT IS RECORDED. THE AUTHORITY'S OPEN AUDIT PERIODS ARE 2008 THROUGH 2012. THE AUTHORITY DOES NOT EXPECT ITS UNRECOGNIZED TAX BENEFITS TO SIGNIFICANTLY CHANGE IN THE NEXT 12 MONTHS. A KENTUCKY ECONOMIC DEVELOPMENT FINANCE AUTHORITY 610600439 49127KBA7 2008-09-03 314327186 TO FINANCE A PORTION OF THE NEW ARENA IN LOUISVILLE, KENTUCKY false false false A 0 0 332930620 14040929 41102623 0 4971956 6423967 7632612 258758533 0 0 2010 false false true true A false false false false false false 0.0000 0.0000 0.0000 false false 0.000000 false true A false true false false false false 0 false false true US BANK 2.0 true false false A false TOTAL PROCEEDS OF ISSUE, SCH K, PART II, LINE 3 SCHEDULE K, PART I THE TOTAL PROCEEDS OF ISSUE $332,930,620 LESS: ORIGINAL ISSUE DISCOUNT $4,891,332 LESS: INTEREST INCOME $13,712,102 IS THE DIFFERENCE BETWEEN THE ISSUE PRICE $314,327,186 AND THE TOTAL PROCEEDS OF ISSUE. GUARANTEED INVESTMENT CONTRACT SCHEDULE K, PART IV, LINE 5A THE GROSS PROCEEDS THAT WERE DEPOSITED INTO THE RESERVE FUND WERE INVESTED IN A GUARANTEED INVESTMENT CONTRACT (GIC) INITIALLY WITH ROYAL BANK OF CANADA WHICH WAS ASSIGNED AND ASSUMED BY BERKSHIRE HATHAWAY INC. ON FEBRUARY 4, 2011. THE ORIGINAL TERM OF THE GIC INITIALLY AND AS ASSIGNED WAS SET TO EXPIRE ON DECEMBER 1, 2042 WITH RESPECT TO THE SENIOR BONDS AND DECEMBER 1, 2025 WITH RESPECT TO THE SUBORDINATE BONDS. PROGRAM SERVICE REVENUE FORM 990, PART I, LINE 9 EFFECTIVE JULY 1, 2012, THE AUTHORITY TERMINATED THE OPERATIONS MANAGEMENT CONTRACT WITH THE KENTUCKY STATE FAIR BOARD AND ENTERED INTO A CONTRACT WITH AEG TO BE THE INDEPENDENT MANAGER OF THE ARENA. THE RESULTS OF OPERATIONS UNDER THE NEW CONTRACT (FOR THE LAST SIX MONTHS OF 2012) ARE REPORTED AT NET INSTEAD OF AT GROSS. ACCORDINGLY, EVENT REVENUE AND RELATED EXPENSES ARE NOT COMPARABLE BETWEEN THE TWO YEARS (2011 INCLUDES A FULL 12 MONTHS WHILE 2012 INCLUDES ONLY SIX MONTHS). Delegation of management duties Form 990, Part VI, Section A, Line 3 THE AUTHORITY HAS ENTERED INTO AN OPERATIONS MANAGEMENT AGREEMENT WITH AEG CORPORATION EFFECTIVE JULY 1, 2012 TO REPLACE THE FORMER CONTRACT WITH THE KENTUCKY STATE FAIR BOARD TO BE THE SOLE, INDEPENDENT MANAGING AGENT FOR THE ARENA WITH COMPLETE AUTHORITY OVER AND RESPONSIBILITY FOR ITS DAY-TO-DAY OPERATIONS. MANAGEMENT FEES ARE BILLED PERIODICALLY UNDER THE NEW CONTRACT AND WERE BILLED QUARTERLY BY THE KENTUCKY STATE FAIR BOARD. Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b A COPY OF THE DRAFT FORM 990 INCLUDING SUPPLEMENTAL SCHEDULES, IS PROVIDED TO THE FINANCE/EXECUTIVE COMMITTEE FOR AN INITIAL REVIEW. THE FORM 990 AND SUPPLEMENTAL SCHEDULES WERE PRESENTED TO THE BOARD MEMBERS PRIOR TO ITS FILING WITH THE IRS. IN ADDITION, THE ORGANIZATION'S RETURN PREPARER AND MANAGEMENT PRESENTED A FORM 990 SUMMARY REPORT AT THIS MEETING. Conflict of interest policy Form 990, Part VI, Section B, Line 12c ANY DIRECTOR OR OFFICER WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST ARE COVERED UNDER THE ORGANIZATION'S CONFLICT OF INTEREST POLICY. IN THE EVENT THAT A SITUATION ARISES WHEREBY AN INTERESTED PERSON HAS A CONFLICT OF INTEREST, HE/SHE IS OBLIGATED TO REPORT THAT POTENTIAL CONFLICT TO THE BOARD OF DIRECTORS OF THE CORPORATION. THE BOARD OF DIRECTORS SHALL DETERMINE IF A CONFLICT OF INTEREST EXISTS. THE INTERESTED PERSON MAY MAKE A PRESENTATION TO THE BOARD, BUT SHALL NOT BE PRESENT DURING THE BOARD DISCUSSION OF THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST AND SHALL ABSTAIN FROM VOTING ON THE EXISTENCE OF A CONFLICT OF INTEREST. DISCLOSURE OF A POTENTIAL CONFLICT AND THE BOARD OF DIRECTOR'S DECISION REGARDING THE CONFLICT WILL BE NOTED IN THE MINUTES. PROCESS FOR DETERMINING COMPENSATION FORM 990, PART VI, LINE 15 THE TOP OFFICIAL FOR THE ORGANIZATION, LARRY HAYES, RECEIVES NO COMPENSATION FROM THE ORGANIZATION FOR SERVICES PROVIDED. FOR PURPOSES OF FORM 990 REPORTING, JUSTIN JOKOVICH IS TREATED AS THE TOP FINANCIAL OFFICIAL. JUSTIN IS AN EMPLOYEE OF AEG, THE MANAGEMENT COMPANY, AND THEREFORE ALL COMPENSATION IS DETERMINED BY THE AEG. Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST.