2012-11-12T08:15:49-06:00 2011-12-31 232932984 PARENTEBEARD LLC 20 STANWIX ST SUITE 800 PITTSBURGH PA 15222 990 2011-01-01 251492587 PHIPPS CONSERVATORY AND BOTANICAL GARDENS INC PHIP 4126226915 ONE SCHENLEY PARK PITTSBURGH PA 15213 ROBERT S MERMELSTEIN 4126226915 2012-11-09 1 PAUL E BLOCK CPA P00365052 4126976400 2011 2016-02-24 21:20:13Z ROBERT S MERMELSTEIN ONE SCHENLEY PARK PITTSBURGH PA 15213 11744774 0 X WWW.PHIPPS.CONSERVATORY.ORG X 1985 PA PHIPPS IS THE PLACE WHERE PEOPLE DISCOVER THE BEAUTY OF HUMANITY LIVING IN HARMONY WITH NATURE. 43 42 149 245 255446 -199628 6422333 5609173 1513049 1660846 145410 149506 693002 826718 8773794 8246243 21000 27000 0 0 2900027 3115300 0 0 279424 3311429 4157666 6232456 7299966 2541338 946277 54790567 57368675 1170160 2863259 53620407 54505416 X TO INSPIRE & EDUCATE VISITORS WITH THE BEAUTY & IMPORTANCE OF PLANTS,TO ADVANCE SUSTAINABILITY & WORLDWIDE BIODIVERSITY THROUGH ACTION & RESEARCH & TO CELEBRATE ITS HISTORIC GLASSHOUSE. 0 0 1110512 0 0 HORTICULTURE: PHIPPS' HORTICULTURE TEAM WAS RESPONSIBLE FOR DESIGNING, PLANNING, PLANT PURCHASE AND PROPAGATING, PLANT CARE AND MAINTENANCE FOR ITS FOUR MAJOR FLOWER SHOWS IN 2011. THE SPRING, SUMMER, FALL AND WINTER SHOWS PROVIDE OUR VISITORS WITH THE SEASONAL COLORS AND AROMAS OF PLANTS. PHIPPS IS ONE OF THE ONLY CONSERVATORIES IN THE COUNTRY THAT OFFERS CHANGING FLOWER SHOWS THROUGHOUT THE YEAR. THE FOURTEEN ROOM CONSERVATORY, SEVEN OUTDOOR GARDENS AND 36,000 SQUARE FEET OF PLATINUM LEED-CERTIFIED PRODUCTION GREENHOUSES PROVIDE YEAR ROUND BEAUTY, CREATIVITY AND INTERESTING AND EDUCATIONAL DISPLAYS FOR OUR VISITORS. 654595 49583 315536 EDUCATION: PHIPPS OFFERS A WIDE VARIETY OF ADULT AND SCIENCE EDUCATION CLASSES. PHIPPS SERVED NEARLY 5,100 CHILDREN AND 3,800 ADULTS ACROSS ALL OF ITS EDUCATION CLASSES AND PROGRAMS. PHIPPS' ADULT EDUCATION INCLUDES A WIDE ARRAY OF CLASS AND WORKSHOP OFFERINGS. PHIPPS ALSO OFFERS CERTIFICATE PROGRAMS IN SUSTAINABLE HORTICULTURE, LANDSCAPE AND GARDEN DESIGN, NATIVE PLANTS, FLORAL DESIGN, BOTANICAL ART AND ILLUSTRATION, GARDENING AND BOTANICAL CRAFTS AND GREEN GARDENING AND HEALTHY LIVING. IN ADDITION, NEARLY 30,000 CHILDREN AND ADULTS ENJOYED FREE PUBLIC PROGRAMMING IN THE CONSERVATORY DURING THEIR VISITS. PHIPPS' SCIENCE EDUCATION OFFERS THE FAIRCHILD CHALLENGE AT PHIPPS FOR MIDDLE SCHOOL AND HIGH SCHOOL STUDENTS, SEASONAL CAMPS FOR 2 TO 12 YEAR OLDS GEARED TOWARD CONNECTING YOUTH WITH NATURE, SCIENCE AND HEALTHY LIVING AND SUMMER INTERNSHIPS FOR UNDER-RESOURCED HIGH SCHOOL STUDENTS, EXPOSING THEM TO CAREERS IN ENVIRONMENTAL SCIENCE, HORTICULTURE, PHOTOGRAPHY AND COMMUNITY IMPROVEMENT. PHIPPS' BOTANY IN ACTION FELLOWSHIP PROGRAM, OPEN TO PHD STUDENTS ENROLLED AT US GRADUATE INSTITUTIONS, FOSTERS THE DEVELOPMENT OF A NEXT GENERATION OF PLANT-BASED SCIENTISTS WHO ARE COMMITTED, FIRST, TO EXCELLENT RESEARCH, AND SECOND, TO EDUCATIONAL OUTREACH. 3121664 2088400 1894319 GUEST SERVICES: PHIPPS IS DEDICATED TO PRESENTING ITS REGION'S CITIZENS WITH EXPERIENCES FOUND NOWHERE ELSE. FROM ROWS OF SCHOOLCHILDREN WITH PALMS RAISED HIGH OVER THEIR HEADS TO IMITATE THE TROPICS' CANOPY LAYER OF TREES, TO GUESTS TAKING AN EXHILARATING STROLL FROM THE CLASSIC VICTORIAN BEAUTY OF THE 1893 GLASSHOUSE TO THE EXOTIC WILDS OF THE TROPICAL FOREST, EVERY VISITOR TO PHIPPS GAINS A SINGULAR EXPERIENCE WHICH IS TAILORED TO THEIR NEEDS FOR EDUCATION, INSPIRATION, AND ENRICHMENT. PHIPPS' GUEST SERVICES TEAM WORKS DILIGENTLY TO ENSURE THAT OUR VISITORS' EXPERIENCES ARE ENJOYABLE AND MEMORABLE. PHIPPS, THE "GREEN HEART OF PITTSBURGH", IS AMERICA'S GREENEST CONSERVATORY, THROUGH ITS SILVER LEED-CERTIFIED WELCOME CENTER AND THE TROPICAL FOREST, THE WORLD'S MOST ENERGY EFFICIENT CONSERVATORY. IN 2010, PHIPPS BEGAN CONSTRUCTION OF ITS CENTER FOR SUSTAINABLE LANDSCAPES, A NEW EDUCATION/RESEARCH/ADMINISTRATION FACILITY WHICH WILL OPEN IN 2012 AS ONE OF THE GREENEST BUILDINGS IN THE WORLD. THE PHIPPS CAFE OFFERS ITS GUESTS DELICIOUS LOCALLY AND ORGANICALLY GROWN AND SUSTAINABLE FOODS. 1204932 71872 1204932 71872 6091703 1 1 0 0 0 0 0 1 0 1 1 0 0 1 0 1 1 0 0 0 0 0 1 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 59 0 1 149 1 1 1 0 0 0 0 0 0 0 0 0 X 43 42 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 PA X ROBERT S MERMELSTEIN 4126226915 ONE SCHENLEY PARK PITTSBURGH PA 15213 RICHARD PIACENTINI 50.00 X 227521 0 58614 SUSAN GOLOMB 5.00 X 0 0 0 SCOTT LAMMIE 5.00 X 0 0 0 WALTER BURLACK 5.00 X 0 0 0 JENNIFER MUSE 5.00 X 0 0 0 RESHMA PARANJE 5.00 X 0 0 0 TERRI BALTIMORE 2.00 X 0 0 0 MERNIE BERGER 2.00 X 0 0 0 BETSY BLAZEK-O'NEILL 2.00 X 0 0 0 NATHAN BOXX 2.00 X 0 0 0 SUZY BROADHURST 2.00 X 0 0 0 CHARLES BRODBECK 2.00 X 0 0 0 JESSICA BROWN 2.00 X 0 0 0 GEORGE DAVISON 2.00 X 0 0 0 SHERRY DUCARME 2.00 X 0 0 0 JAMES FRANTZ 2.00 X 0 0 0 EVAN FRAZIER 2.00 X 0 0 0 WILLIAM GENERETT JR 2.00 X 0 0 0 BARBARA GRANITO 2.00 X 0 0 0 MICHAEL HARRINGTON 2.00 X 0 0 0 RICHARD HEYSE 2.00 X 0 0 0 HENRY HOFFSTOT JR 2.00 X 0 0 0 CAROLE HOROWITZ 2.00 X 0 0 0 MARY CAROLINE HUNT 2.00 X 0 0 0 PAUL GITNIK 2.00 X 0 0 0 LAURA KARET 5.00 X 0 0 0 PATRICK KENNY 2.00 X 0 0 0 GLORIA KLEIMAN 2.00 X 0 0 0 CATE LINN 2.00 X 0 0 0 JOSEPH MAROON 2.00 X 0 0 0 RYAN B MARTIN 2.00 X 0 0 0 JEFF MCILROY 2.00 X 0 0 0 JAMES MITNICK 2.00 X 0 0 0 ANNE NEMER DHANDA 2.00 X 0 0 0 MARY ODOM 2.00 X 0 0 0 ALKA PATEL 2.00 X 0 0 0 DONNA PATTERSON 2.00 X 0 0 0 THEODORA POLAMALU 2.00 X 0 0 0 DIANA MRVOS RATH 2.00 X 0 0 0 JAMES SCALO 2.00 X 0 0 0 STEPHEN TONSER 2.00 X 0 0 0 MISSY UNKOVIC 2.00 X 0 0 0 JOHN WEINSTEIN 2.00 X 0 0 0 GREG DEFOUR 40.00 X 123583 0 12887 351104 0 71501 2 0 1 0 TURNER CONSTRUCTIONS CORP ADDRESS PITTSBURGH PA 15213 CONSTRUCTION 4941748 ENERGY INDEPENDENT SOLUTIONS CORP ADDRESS PITTSBURGH PA 15213 SOLAR PANELS 594505 LANDAU BUILDING COMPANY CORP ADDRESS PITTSBURGH PA 15213 CONSTRUCTION 398426 SODEXO OPERATIONS LLC CORP ADDRESS PITTSBURGH PA 15213 CAFE CONTRACT 372437 THE DESIGN ALLIANCE CORP ADDRESS PITTSBURGH PA 15213 ARCHITECTURAL DESIGN 239979 11 685113 172782 2088400 2662878 32179 5609173 ADMISSIONS 900099 1331169 1331169 EDUCATIONAL TOURS/CLAS 900099 315536 315536 ACTIVITIES REVENUE 900099 10000 10000 LANDSCAPE CONSULTING/D 900099 4141 4141 1660846 88643 88643 581782 300877 280905 280905 280905 1097502 1036639 60863 60863 60863 110691 172782 150520 -39829 -39829 2555183 2010495 544688 289242 255446 MISCELLANEOUS REVENUE 900099 40954 40954 40954 8246243 2271947 255446 109677 9000 9000 18000 18000 2463764 2151304 155665 156795 117816 102874 7444 7498 332782 290578 21026 21178 200938 175454 12696 12788 64202 64202 94374 44460 47098 2816 655836 628574 23985 3277 147437 144634 2803 125206 77995 25349 21862 387434 375670 8780 2984 62451 50006 4438 8007 4272 4272 1113915 1102747 11168 145330 140223 4156 951 EXPENSES ALLOCATED TO 9 455074 455074 BUILDING & GROUND MAINT 408939 408934 5 PROGRAM SUPPLIES/COSTS 189268 142250 13172 33846 DESIGN 130978 130978 172950 98022 67506 7422 7299966 6091703 928839 279424 12397523 9337498 4604335 3657705 18092 49119 133095 181469 142779 146467 40429970 7910930 32431849 32519040 5062894 11477377 54790567 57368675 966104 1636947 204056 212708 1013604 1170160 2863259 X 38384901 43431785 13438742 9225867 1796764 1847764 53620407 54505416 54790567 57368675 X 946277 -61267 X X 0 1 1 X 0 X 7770127 10080862 7735741 6440772 5609173 37636675 7770127 10080862 7735741 6440772 5609173 37636675 11371091 26265584 883652 551264 693269 92406 88643 2309234 9946 9946 7209 3400 20807 45689 40954 118059 40073914 0.65540 0.70650 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: MISCELLANEOUS RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 788000 X X X 0 1750658 51000 -96143 1705515 1566134 34 220965 36475 1750658 1332263 305 296341 62775 1566134 2006379 21025 -606939 88202 1332263 1.00000 0 0 38419829 7467056 30952773 1222141 443874 778267 788000 788000 32519040 CONSTRUCTION IN PROGRESS 8796137 PERMANENTLY RESTRICTED MARKETABLE INVESTMENTS 1847764 INVESTMENTS-OTHER MARKETABLE INVESTMENTS 833476 11477377 8246243 7299966 946277 -170117 108850 -61267 885010 10496347 -170117 108850 2311372 2250105 8246242 0 8246242 9611338 2311372 2311372 7299966 0 7299966 PART III, LINE 4: PHIPPS' CHIHULY GLASS COLLECTION INCLUDES EIGHT INSTALLATIONS OF CHIHULY PIECES THROUGHOUT THE CONSERVATORY. THE PIECES WERE PURCHASED SPECIFICALLY TO DEMONSTRATE BOTANICAL ART AND THEIR RELATIONSHIP TO THE ACCOMPANYING PLANTS. DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE INTENDED USE OF THE ENDOWMENT FUNDS OF PHIPPS CAN BE DESCRIBED AS FOLLOWS. EACH YEAR, THE BOARD OF TRUSTEES VOTES ON THE PERCENTAGE OF EARNINGS FROM THE ENDOWMENT THAT WILL BE ALLOCATED FOR THE USE OF THE VARIOUS PORTIONS. THERE ARE SEVERAL PORTIONS OF THE ENDOWMENT FUNDS AT PHIPPS: 1) FUNDING FOR THE SALARY/BENEFITS OF THE POSITION OF DIRECTOR OF HORTICULTURE, 2) FUNDING FOR THE BOTANY IN ACTION PROGRAM THAT PROVIDES GRANTS TO STUDENTS PERFORMING RESEARCH IN BOTANY THROUGHOUT THE WORLD, 3) FUNDING FOR THE GENERAL OPERATIONS OF THE CONSERVATORY AND GARDEN CENTER AND 4) FUNDING FOR THE FUTURE RESEARCH PROGRAM RELATED TO THE CENTER FOR SUSTAINABLE LANDSCAPES CURRENTLY BEING DESIGNED. THE ENDOWMENT FUNDING FOR THE RESEARCH PROGRAM AT PHIPPS IS PART OF THE CURRENT CAPITAL CAMPAIGN RELATED TO THE CENTER FOR SUSTAINABLE LANDSCAPES. THE CURRENT CAPITAL CAMPAIGN GOAL IS SPECIFICALLY RELATED TO THE FUTURE RESEARCH PROGRAM. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: PHIPPS ACCOUNTS FOR UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH FINANCIAL ACCOUNTING STANDARDS BOARD (FASB) ACCOUNTING STANDARDS CODIFICATION (ASC) 740 WHICH PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT PROCESS FOR FINANCIAL STATEMENT RECOGNITION OF UNCERTAIN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE INTERPRETATION ALSO PROVIDES GUIDANCE ON RECOGNITION, DERECOGNITION, CLASSIFICATION, INTEREST AND PENALTIES, ACCOUNTING FOR INTERIM PERIODS, DISCLOSURE AND TRANSITION. PHIPPS' OPEN AUDIT PERIODS INCLUDE 2007 THROUGH 2010. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES COSTS OF GOODS SOLD REVENUE ALLOCATED TO 990T PART XIII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES COST OF GOODS SOLD COGS ALLOCATED TO 990T 0 0 0 0 0 0 0 0 0 0 BOTANICAL RESEARCH SOUTH AMERICA 2 6000 CHECK N/A FMV BOTANICAL RESEARCH SOUTH ASIA 2 6000 CHECK N/A FMV BOTANICAL RESEARCH SOUTH ASIA 1 3000 CHECK N/A FMV BOTANICAL RESEARCH EAST ASIA 1 3000 CHECK N/A FMV 0 0 0 0 0 0 FEEDING THE SPIRIT 103928 103928 40118 WINE TASTING 118614 68854 49760 3665 17468 800 4079 6 60931 0 60931 8830 1632 2220 71708 283473 172782 110691 12495 59218 3020 75787 150520 -39829 1 BOTANICAL RESEARCH 3 9000 FMV N/A PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: THE BOTANY IN ACTION PROGRAM AT PHIPPS PROVIDES GRANTS TO GRADUATE STUDENTS TO FORM ALLIANCES WITH INDIGENOUS CULTURES WHILE STUDYING IN SOME OF THE MOST REMOTE AND BOTANICALLY-RICH AREAS OF THE WORLD. BOTANY IN ACTION RESEARCHERS DOCUMENT THE USES OF IMPORTANT, OFTEN ENDANGERED PLANTS. GRANTEES RECORD TRADITIONAL SPECIES. THEY ALSO IDENTIFY MEDICINALLY ACTIVE COMPOUNDS PRESENT IN PLANTS WITH THE HELP OF FARMERS, SHAMANS, MIDWIVES AND OTHER KEEPERS OF MEDICINAL KNOWLEDGE. TO DATE, 29 RESEARCHERS HAVE BENEFITED FROM BOTANY IN ACTION GRANTS. BEYOND THE INITIAL GRANT FOR TRAVEL, STUDY, SERVICES, AND SUPPLIES, STUDENTS MAY SEEK AID TO PUBLISH AND PROMOTE THEIR FINDINGS THROUGH PUBLIC OUTREACH AND EDUCATION. THE STUDENTS ARE ASSIGNED AN ADVISOR/MENTOR WHO WILL ASSIST AND GUIDE THEM IN THEIR RESEARCH BASED ON THEIR APPROVED PROPOSAL. THESE ADVISORS ARE A NETWORK OF ACADEMICS AND PROFESSIONALS IN TOP UNIVERSITY PROGRAMS AND AT BOTANAICAL INSTITUTIONS. IN ADDITION, INFORMATION GATHERED BY BOTANY IN ACTION SPONSORED GRADUATE STUDENTS HELPS TO INFORM PHIPPS' DISPLAYS AND OUTREACH. THE STUDENTS ALSO MAKE APPEARANCES AT AREA SCHOOLS, SPEAKING TO CHILDREN ABOUT THEIR LIFE AND WORK AS CONSERVATION SCIENTISTS. BOTANY IN ACTION SPONSORED GRADUATE STUDENTS APPEAR EACH JANUARY AT A PHIPPS-SPONSORED COLLOQUIUM, DISCUSSING THEIR WORK WITH PHIPPS STAFF AND BOARD MEMBERS, LOCAL STUDENTS, AND THE GENERAL PUBLIC. X 1 1 X X X X 0 1 0 0 0 0 0 0 0 RICHARD PIACENTINI 227521 0 0 0 0 0 13827 0 44787 0 286135 0 0 0 PART I, LINE 1A PHIPPS CONSERVATORY AND BOTANICAL GARDENS, INC. PAYS THE MONTHLY DUES FOR A BUSINESS CLUB LOCATED IN THE CITY CENTER. THE PRIMARY PURPOSE OF THE MEMBERSHIP FOR BUSINESS MEETINGS/MEALS THAT THE EXECUTIVE DIRECTOR HAS OFF SITE OR WITH INDIVIDUALS THAT ARE MORE CONVENIENTLY LOCATED IN THE CITY ITSELF. PART I, LINE 4B PHIPPS' EXECUTIVE DIRECTOR PARTICIPATED IN A 457B PLAN DURING 2011 X DONATED GIFTS IN KIND 122 32179 FAIR MARKET VALUE 0 0 0 FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS COMPLETED BY PHIPPS AND REVIEWED AND APPROVED BY THE AUDIT COMMITTEE. A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION B, LINE 12C ON A YEARLY BASIS, ALL MEMBERS OF THE BOARD OF TRUSTEES ARE PROVIDED THE PHIPPS CONFLICT OF INTEREST POLICY AND THE RELATED PROCEDURES. THEY ARE THEN REQUIRED TO COMPLETE THE CONFLICT OF INTEREST DISCLOSURE STATEMENT IDENTIFYING ANY POTENTIAL CONFLICTS, IDENTIFYING ANY OTHER BOARDS THEY MAY BE A MEMBER OF, AND IDENTIFYING THEIR EMPLOYER. THE TRUSTEESHIP COMMITTEE OF THE BOARD OF TRUSTEES IS THE GROUP RESPONSIBLE FOR ASSURING THAT EVERY DISCLOSURE STATEMENT IS RETURNED. PHIPPS' BOARD OF TRUSTEES CONSISTENTLY HAS 100% PARTICIPATION IN THIS PROCESS. TRUSTEES THAT HAVE A CONFLICT ARE ASKED TO VOICE THEIR AFFILIATIONS IN COMMITTEE AND FULL BOARD MEETINGS WHERE A DECISION RELATED TO THAT AFFILIATION VIA VOTE WILL BE MADE. ONCE VOICED, THE TRUSTEE ABSTAINS FROM VOTING ON THE DECISION. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION OF THE EXECUTIVE DIRECTOR IS DETERMINED EACH YEAR BY THE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. THIS PROCESS HAS BEEN IN PLACE SINCE 1993 WHEN PHIPPS BECAME A PRIVATE NON-PROFIT. IN THE CURRENT YEAR, THE COMPENSATION COMMITTEE EMPLOYED AN EXTERNAL FIRM TO PERFORM BENCHMARKING ANALYSES REGARDING BOTH THE SALARIES OF THE EXECUTIVE DIRECTOR AND THE DEPARTMENTAL DIRECTORS. THE COMPENSATION OF THE DEPARTMENTAL DIRECTORS IS DETERMINED BY THE EXECUTIVE DIRECTOR AND DISCUSSED WITH THE CHAIRPERSON OF THE BOARD OF TRUSTEES. THE OVERALL RAISE PERCENTAGES ARE APPROVED AND DISCUSSED AS PART OF PHIPPS' YEARLY BUDGETING PROCESS. THE BUDGET ITSELF IS THEN APPROVED BY THE BOARD OF TRUSTEES BEFORE IMPLEMENTATION. FORM 990, PART VI, SECTION C, LINE 19 PHIPPS MAKES ALL GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE FOR PUBLIC VIEWING. ANY PERSON INTERESTED IN THIS INFORMATION CAN CONTACT THE CFO IN ADVANCE TO MAKE ARRANGEMETNS TO VIEW THE INFORMATION ON SITE, OR IF APPROPRIATE, THE INFORMATION CAN BE MAILED OR E-MAILED TO THE INDIVIDUAL FOR REVIEW. SEE CONTACT INFORMATION IN PART VI, SECTION C, ITEM 20. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -170,117. DONATED SERVICES AND USE OF FACILITIES: 108,850. TOTAL TO FORM 990, PART XI, LINE 5: -61,267. FORM 990, PART XII, LINE 2C: THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES ASSUMES THE RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS. THE AUDIT COMMITTEE MEETS AT LEAST ONCE A YEAR TO REVIEW THE FINANCIAL STATUS OF PHIPPS AND ALSO MEETS AS A COMMITTEE WITH THE EXTERNAL INDEPENDENT AUDITORS TO REVIEW THE AUDITED FINANCIAL STATEMENTS. AFTER REVIEW BY THE AUDIT COMMITTEE, THE AUDITED FINANCIAL STATEMENTS ARE PROVIDED TO THE FULL BOARD OF TRUSTEES FOR FINAL APPROVAL AND PUBLICATION. IN ADDITION, EACH YEAR, THE AUDIT COMMITTEE DISCUSSES THE SELECTION OF THE INDEPENDENT EXTERNAL ACCOUNTANTS. THE COMMITTEE MAKES A RECOMMENDATION TO CONTINUE WITH THE CURRENT AUDITORS OR TO BID OUT THE PROCESS TO THE FULL BOARD OF TRUSTEES WHO THEN VOTE ON THE FINAL RECOMMENDATION.