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Minnesota Public Radio and Subsidiary
(an affiliated organization of Minnesota Communications Group [MCG])
Notes to Consolidated Financial Statements
Year Ended June 30, 1996


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business - Minnesota Public Radio (the Organization or MPR) is a not­for­profit corporation organized under the laws of the State of Minnesota. MPR's primary purpose is to engage in the production, acquisition and broadcast of public radio programs.

MPR is the parent organization of The Fitzgerald Theater Company (FTC), a not-for-profit corporation whose purpose is to renovate and operate the Fitzgerald Theater in Saint Paul, Minnesota. MPR has the ability to elect the Trustees of the FTC Board.

Minnesota Communications Group (MCG) is the parent not-for-profit support organization of MPR. MCG's primary purpose is to provide financial and management support services to MPR and FTC. MCG has the ability to elect or approve the election of a majority of the MPR Board of Trustees. MCG also owns all of the stock of Greenspring Company (Greenspring), a for-profit holding company. Greenspring has several wholly owned, for-profit subsidiaries which engage principally in direct marketing (Rivertown Trading Company), commercial news network (The MNN Radio Networks) and publishing activities (Minnesota Monthly Publications).

The Organization and FTC each maintain the following funds:

Operating Fund - To account for general purpose contributions, grants and other revenues and to account for expenses associated with the operations of the Organization and FTC, respectively.

Property Fund - To acquire and account for all buildings, building improvements and equipment owned by the Organization and FTC and to account for certain activities related to the 25th Anniversary Capital Campaign (see Note 2).

Designated Funds - To acquire and account for funds intended to assure the long-term financial health of the Organization and FTC, respectively, as designated by the Board of Trustees or the donor. The MPR Designated Funds also receive grants and bequests related to MPR's Planned Giving efforts, disburses funds related to such grants and bequests, receives payments of royalties from sources designated from time-to-time by the Board of Trustees, and makes payments to WGBH Educational Foundation under a licensing agreement related to the Signals catalog. Funds donated to MPR and designated for payment into The MPR Endowment Funds of the Minnesota Foundation are held in the Designated Fund - Permanently Restricted of MPR and are classified as permanently restricted until the actual transfer has been made. Interest and dividends received by MPR and FTC from investments held in their Designated Funds are credited directly to their respective Operating Funds. Cash balances in the Designated Fund - Unrestricted are available to the Operating Funds to provide for cash flow needs.

Basis of Financial Statement Presentation - These consolidated financial statements include the accounts of the Organization and FTC. All significant intercompany accounts and transactions have been eliminated upon consolidation.

The Organization and FTC are charged and reimbursed for certain estimated costs incurred by and benefits accrued by MCG. In addition, the Organization receives royalties from some of Greenspring's subsidiaries based on sales through certain catalogs or certain advertising but, in Rivertown Trading Company's case, limited by after tax performance of certain catalogs. The above charges and reimbursements may not necessarily be indicative of the actual costs that would have been incurred nor of the actual benefits that would have been accrued had the Organization and FTC operated independently.

Effective July 1, 1995, MPR adopted the Statement of Financial Accounting Standards (SFAS) Nos. 116, Accounting for Contributions Received and Contributions Made and SFAS 117, Financial Statements for Not-For-Profit Organizations.

Under these provisions, net assets, revenues, and gains and losses are classified based on donor imposed restrictions. Accordingly, net assets of the Organization and changes therein are classified and reported as follows:

Unrestricted - Unrestricted resources are those over which the Board of Trustees has discretionary control. Designated amounts represent those revenues which the Board has set aside for a particular purpose. All property, equipment and related debt are considered unrestricted.

Temporarily Restricted - Temporarily restricted resources are those subject to donor-imposed restrictions which will be satisfied by actions of the Organization or passage of time.

Permanently Restricted - Permanently restricted resources are those resources subject to donor-imposed restrictions. The restriction requires that the resources be maintained by the Organization. In the absence of donor specifications that income and gains on donated funds be restricted, such income and gains are reported as income of unrestricted net assets.

The Organization has elected to present temporarily restricted contributions, whose restrictions are fulfilled in the same time period, within the unrestricted net assets class.

Donor-Restricted Gifts - Unconditional promises to give cash and other assets are reported at fair value at the date the promise is received, which is recorded at cost. The gifts are reported as temporarily or permanently restricted support if they are received with donor stipulations that limit the use of the donated assets. When the donor restriction expires; that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the consolidated statement of activities as net assets released from restriction.

The implementation of SFAS Nos. 116 and 117 resulted in the following changes in net assets as of July 1, 1995:

As Previously Reported As Restated
Fund balance/unrestricted net assets:
Operating Fund $ 218,000 $ 218,000
Property Fund $ 13,932,000 $ 13,932,000
Designated Fund $ 6,876,000 $ 6,876,000
Temporarily restricted net assets $ 2,104,000
Permanently restricted net assets $ 266,000


$ 21,026,000 $ 23,396,000

Pledges Receivable-Capital Campaign - Outstanding pledge contributions from various corporations, foundations, and individuals were as follows at June 30, 1996:

Pledges due:
In less than one year $ 693,000
In one to five years $ 75,000

Total pledges receivable $ 768,000

Pledges receivable are comprised of $434,000 temporarily restricted pledges and $334,000 permanently restricted pledges at June 30, 1996.

Cash and Cash Equivalents - Cash and cash equivalents represent cash on hand and cash invested in short-term certificates of deposit, with original maturities of three months or less, held by MCG on behalf of MPR. The funds held by MCG represent actual funds on hand at MCG and are available to MPR at any time.

Depreciation and Amortization - The cost of equipment is depreciated over estimated useful lives (five to twenty years) of the related assets using the straight­line method. The original cost and capital improvements of the building are depreciated over an estimated useful life of 31.5 to 40 years. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful life of the asset. Costs incurred in connection with the issuance of the Commercial Development Revenue Notes are amortized over the terms of the notes using a method which approximates the effective interest method. Costs incurred to acquire broadcast licenses are amortized over a period of 40 years using the straight-line method.

Income Tax Status - Both MPR and FTC are organized as not­for­profit organizations under Chapter 317 of Minnesota Statutes. The Internal Revenue Service has determined that MPR is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code (the Code) and is not a private foundation as it qualifies under Section 509(a)(1) as an organization defined under Section 170(b)(1)(A)(vi) of the Code. The Internal Revenue Service has also determined that FTC is a tax-exempt organization under Section 501(c)(3) of the Code and is not a private foundation as it qualifies under Section 509(a)(2) of the Code. The Minnesota Department of Revenue has determined that MPR and FTC are both exempt from Minnesota income taxes under Section 290.05 Subdivision 9 of Minnesota Statutes.

MPR and FTC are engaged in certain activities which result in unrelated business income. For the year ended June 30, 1996, no income tax expense resulted from these activities.

Use of Estimates - Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Actual results could vary from the estimates that were used.

In November 1995, the Financial Accounting Standards Board issues SFAS No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations. SFAS No. 124 requires that investments and debt securities and equity securities with readily determinable fair values be reported at fair value, with gains and losses reported in statement of financial activity. It also requires certain disclosures about investments and the return on these investments. SFAS No. 124 is effective for the Organization in fiscal 1997. The organization does not expect the adoption of this statement to have a significant impact.

2. 25TH ANNIVERSARY CAPITAL CAMPAIGN

MPR's Board of Trustees approved a capital campaign project (The 25th Anniversary Capital Campaign) totaling $11 million. The funds raised through this campaign are designated for various projects, including part of the repayment of the indebtedness to acquire the 99.5 FM license and capital to increase distribution of MPR's news and information service, to rebuild and upgrade MPR's production facilities, to endow "issue units" within the news and information division, and to engage in other technical and programmatic efforts. As of June 30, 1996, MPR had received unconditional grant commitments restricted to the purposes of this campaign of $11,230,000. This amount, net of collections of $10,462,000, is included in pledges receivable.

3. INVESTMENTS

Investments consisted of the following at June 30, 1996:

MPR Designated Fund $ 3,053,000
MPR Capital Campaign $ 703,000
MPR Major Item Replacement Reserve $ 252,000
MPR Operating Fund $ 68,000
District Heating notes payable:
Reserve Fund - FTC $ 36,000
Reserve Fund - MPR $ 13,000

$ 4,125,000

Investments, consisting primarily of money market accounts, short-term certificates of deposit, treasury bills, and mutual fund investments, are recorded in the financial statements at the lower of cost or market. At June 30, 1996, the recorded costs of the investments approximated market value.

MPR's Designated Funds were established by the MPR Board of Trustees to receive and hold such income as designated by the Board of Trustees or by the donor to provide for the long-term financial health of the Organization. The interest on the Designated Funds is available for use in operations. The principal of these funds is available for the purpose for which these funds were established, upon the approval of the MPR Board or in accordance with donor-imposed restrictions. Cash balances in this fund are available for cash flow needs.

MPR's Major Item Replacement Reserve was established by the MPR Board of Trustees for the purpose of replacing existing equipment or facilities. These funds may be spent only upon approval of the MPR Board of Trustees.

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 1996:

Cost:
Land $ 1,250,000
Building and leasehold improvements $ 7,675,000
Building improvements $ 3,346,000
Equipment $ 20,406,000

Subtotal $ 32,677,000
Less accumulated depreciation and amortization ($ 19,318,000)

$ 13,359,000

5. BROADCASTING LICENSE ACQUISITION COSTS

Broadcasting license acquisition costs consisted of the following at June 30, 1996:

Cost $ 10,461,000
Less accumulated amortization ($ 1,425,000)

$ 9,036,000

LINE OF CREDIT

On October 17, 1996, MPR entered into a line of credit agreement to support its working capital needs. Borrowings under the line of credit are subject to interest at one percentage point in excess of the bank's prime rate. The line of credit is $700,000 through March 1997, is unsecured and contains no financial covenants.

7. LONG-TERM DEBT

Long-term debt consisted of the following at June 30, 1996:

Commercial Development Revenue Note of 1991 $ 7,000,000
City of St. Paul note payable $ 250,000
District Heating notes payable to the
Port Authority of the City of St. Paul $ 298,000
St. Paul Foundation note payable $ 218,000
St. Paul Progress Corporation note payable $ 123,000
The MNN Radio Networks note payable $ 206,000

Subtotal $ 8,095,000
Less amounts due within one year ($ 1,444,000)

$ 6,651,000

The Commercial Development Revenue Note of 1991 was issued to finance MPR's acquisition of the 99.5 FM broadcast license and certain additional assets. The note bears interest at rates of 5.20% to 6.90% and provides a repayment schedule which, including interest, is essentially level over the ten-year repayment period. Interest on the note is payable semiannually on June 1 and December 1, and annual principal payments are due June 1. The note is secured by a letter of credit from a bank, guaranty agreements from MCG and Greenspring, and a mortgage and security interest in various properties and assets of MPR, including the MPR building and the assets purchased in connection with the acquisition of the 99.5 FM broadcast license. The note agreement contains certain financial covenants that require MPR to maintain certain financial standards. The most significant of these requires MPR to maintain certain financial ratios and fund balances within MPR's Operating Fund and MPR's Designated Funds - Unrestricted. In addition, the note agreement requires that The MPR Endowment Funds at the Minnesota Foundation maintain a certain minimum fund balance.

The City of St. Paul note was used to assist in funding the Fitzgerald Theater renovation project and is secured by a mortgage on the Fitzgerald Theater building. Repayment of the borrowings, with interest at 3%, is contingent upon the sale or conveyance of the Fitzgerald Theater. Interest is forgiven each year that the Theater continues to operate.

The proceeds of the District Heating notes payable to the Port Authority of the City of St. Paul were used to assist in funding the costs of new heating systems in the Fitzgerald Theater and MPR buildings. Repayment of the borrowing is made monthly, with interest at 6%.

The proceeds of the St. Paul Foundation note were used to fund the additional operating costs of the heating systems until operating savings are realized or until the maximum disbursement amount of $218,000 was realized. At the point operating savings begin to be realized, interest at 6% will begin to accrue and repayments in the amount of 75% of operating savings will be due annually, credited first to interest and then to principal.

The proceeds of the St. Paul Progress Corporation note were used to make improvements to the Fitzgerald Theater. The note bears interest at 75% of the First Bank National Association reference rate at the beginning of each calendar quarter and provides a repayment schedule of principal and interest over a period of seven years. The note is due immediately if, when and to the extent that FTC receives funds from the St. Paul Capital Cultural Improvement Fund for this project.

The debt owing to The MNN Radio Networks arises from capital improvements which The MNN Radio Networks made on MPR's property at 1370 Davern in St. Paul, is non-interest bearing, and is payable only upon sale of the property.

The aggregate amounts of long-term debt maturities at June 30, 1996 are as follows:

Years ending June 30:
1997 $ 1,444,000
1998 $ 1,338,000
1999 $ 1,438,000
2000 $ 1,538,000
2001 $ 1,638,000
Thereafter $ 699,000

$ 8,095,000

8. LEASES

The Organization leases office, studio and transmission facilities under noncancelable operating leases. Total rent expense charged to operations was $354,000 for the year ended June 30, 1996.

Minimum future operating lease obligations are as follows:

Years ending June 30:
1997 $ 218,000
1998 $ 197,000
1999 $ 162,000
2000 $ 96,000
2001 $ 82,000
Thereafter $ 793,000

$ 1,548,000

9. COMMITMENTS AND CONTINGENCIES

During the ten-year period to June 30, 1996, MPR was awarded grants of approximately $1,494,000 from the United States Department of Commerce, National Telecommunications and Information Administration, under the Public Telecommunications Facilities Program. During the ten-year period of the federal interest, the terms of such grants provide for repossession of equipment purchased with grant funds under certain conditions which generally relate to a change in ownership from not-for-profit to commercial or to changes in the utilization of assets acquired with grant funds.

10. RETIREMENT PLAN

MPR and FTC have a 403(b) tax deferred annuity plan which provides that qualified employees may contribute to the plan through payroll deductions, which are matched 100% by the respective employer up to 7.5% of their base compensation,. Participation is voluntary after two years and is required after five years of employment or age 35, whichever is later. The employers' contributions totaled $431,000 for the year ended June 30, 1996.

11. AFFILIATED ORGANIZATIONS

The Organization is charged by MCG for its estimated share of various accounting services, financing charges, personnel costs and insurance costs incurred on its behalf. For the year ended June 30, 1996, these charges totaled $1,164,000 and are included in administrative expenses.

Minnesota Monthly Publications publishes a monthly magazine containing a programming guide, which is purchased by MPR and provided to individual members of MPR. MPR pays a specified amount to Minnesota Monthly Publications for each month an MPR member receives a magazine. Included in operating expenses is $294,000 charged under this arrangement for the year ended June 30, 1996.

During the year ended June 30, 1996, MPR charged The MNN Radio Networks $32,000 for providing various operational services. This is reflected in other earned revenue for MPR.

The Organization purchases various program­related products from Rivertown Trading Company. Total purchases for the year ended June 30, 1996, were $56,000. These expenses are included in operating expenses.

Under agreements with Greenspring's subsidiaries, MPR receives royalties from some of Greenspring's subsidiaries based on sales through certain catalogs or certain advertising but, in Rivertown Trading Company's case, limited by after tax performance of certain catalogs. Included in earned revenue is $4,426,000 for the year ended June 30, 1996, relating to royalties received by MPR. MPR, by contractual agreement, accrued $1,300,000 in royalties to WGBH Educational Foundation related to the Signals catalog in the year ended June 30, 1996, resulting in net royalty revenue from Greenspring subsidiaries of $3,126,000.

During fiscal 1996, Rivertown Trading Company and MPR entered into an agreement to defer certain fiscal 1996 and fiscal 1997 royalties until fiscal 2000. The obligations represented by this agreement are subordinated to Greenspring's line of credit and notes payable. At June 30, 1996, the deferred royalty and interest receivable was $2,525,000. An interest rate of 5% is earned on the deferred royalty. Principal and interest are due in fiscal 2000.

At June 30, 1996, the Organization had the following net amounts due from (due to) affiliated organizations (excluding deferred royalties):

Greenspring $ 1,250,000
Minnesota Communications Group ($ 37,000)

$ 1,213,000

12. TRANSFER OF ENDOWMENT FUNDS TO MINNESOTA FOUNDATION

MPR is party to an agreement with Minnesota Foundation which established an irrevocable endowment fund called "The Minnesota Public Radio Endowment Funds." The agreement with Minnesota Foundation requires a minimum annual distribution to MPR of 6% of the sixteen-quarter moving average market value of the fund's assets. Gifts to the fund are irrevocable; however, the fund could revert to MPR in the event Minnesota Foundation liquidates. The fund is managed at the discretion of Minnesota Foundation, except that MPR may direct Minnesota Foundation to replace any investment counselor if the fund does not produce a reasonable return. The market value of the fund at June 30, 1996, was approximately $13,102,000 and is not reported in the financial statements.

13. INTERFUND TRANSFERS

Interfund transfers consisted of the following at June 30, 1996:

From MPR Operating Fund to MPR Property Fund:
Capital Acquisitions $ 1,745,000
Capital Financing $ 12,000
From MPR Property Fund to MPR Operating Fund:
Capital Campaign Bridge Fund $ 192,000
Capital Acquisitions $ 853,000
From MPR Designated Fund to MPR Property Fund:
Capital Financing $ 1,742,000
From MPR Designated Fund to Minnesota Foundation:
Contribution to Irrevocable
Endowment Fund $ 1,011,000
From Fitzgerald Theater Operating Fund to Fitzgerald Theater Property Fund:
Capital Acquisitions $ 2,000
Capital Financing $ 63,000
From Fitzgerald Theater Designated Fund to Fitzgerald Theater Operating Fund:
To fund current operations $ 3,000


  1. Independent Auditor's Report (Introduction)
  2. Consolidated Statement of Financial Position
  3. Consolidated Statement of Activities
  4. Consolidated Statement of Functional Expenses
  5. Consolidated Statement of Cash Flows
  6. Notes to consolidated financial statements
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