WRFC Minutes 2012-11-07 MINUTES OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
WILMINGTON REGIONAL FILM COMMISSION,INC.
A North Carolina Non-Profit Corporation
PURSUANT TO NOTICE,a copy of which is attached as EXHIBIT A,the Board
Of Directors of the Wilmington Regional Film Commission,Inc. (WRFC)held a special meeting
at 8:00 AM,on November 7,2012. Ms. Carey Jones,Hon.Bill Saffo,Mr.Jimmy Smith were
present in person,Mr.William Vassar participated by phone. In addition Johnny Griffin,Anna
B.Fisher,Tori Jones of Clove Marketing and Kemmy Goodson of Goodson&Taylor were also
present.
1. APPROVAL OF MINUTES FROM AUGUST 15,2012 BOARD
MEETING. The minutes from the Board Meeting on August 15,2012 a copy of which is
attached as EXHIBIT B,were unanimously approved.
2. APPROVAL OF AUDIT OF FY 2011-2012 FINANCIAL STATEMENTS.
Kemmy Goodson of Goodson&Taylor,CPA's,provided a brief overview of the audit.
Following general discussion,the audit for 2011-2012,a copy of which is attached as EXHIBIT
C,was unanimously approved.
3. REPORT ON MEMBERSHIP DRIVE UPDATE.Tori Jones of Clove Marketing
reported current revenue from membership to date is$70,290.00. There are still numerous
vendors reviewing information and many more to contact. We still believe our original goal of
$100,000.00 is attainable.
4. REPORT ON FEBRUARY 2013 NORTH CAROLINA FILM RECEPTION IN
LOS ANGELES. Johnny reported the state and five N.C.regional film commission offices will
host a LA reception in February.As of today's date eight other vendors will support this
reception.Meetings will be scheduled and held during this LA visit.
5. REPORT ON PRODUCTION UPDATE. Johnny reported two productions have
recently wrapped,two have returned for reshoots. The TV series, `Revolution',is still shooting.
Approximately,four productions are confident they will begin to set up in January,but are not
confirmed.
6. REPORT ON LOCATION SCOUTING/REEL SCOUT UPDATE. Johnny
reported as of today,we currently have 3,560 locations listed. We have added 385 with the
assistance of interns and part-time help since May. We have updated numerous files and have
received over 520 new files from recently wrapped productions.
7. REC G I#N O WNE ,_.' N i VE I I NTY C e M I •
MEMBER APPOINTEE TO BOARD. The commission recently received a letter from New
Hanover County stating that Commissioner Rick Catlin has been appointed to the board.
However,in light of yesterday's election results,we expect the County to make another
appointment in the next three months.
There being no further business,the meeting adjourned at 9:15 AM
Respectfulli sjbmitted,
7
Carey Jones,Chairperson
; BOARD OF DIRECTORS
�,;
_ Carey Jones,Chairperson
Vassar,Vice. airman REGIONAL FILM
g Honorable Bill Saffo
1223 NORTH 23rd STREET • WILMINGTON, NC 28405 James L.F.Smith
IA.' www.wilmington-fllm.com • commish@wilmington-film.com
BOARD OF DIRECTORS OF THE WILMINGTON REGIONAL FILM COMMISSION, INC.
Agenda for Board Meeting
November 7, 2012
8:00 a.m. 1) Approve minutes from August 15, 2012 Board Meeting (Attachment "A")
8:01 a.m. 2) Approve audit of FY 2011-2012 financial statements (Attachment "B")
Presented by: Kemmy Goodson, CPA
8:20 a.m. 3) Report on Membership drive update
Presented by:Tori Jones, Membership Coordinator
8:35 a.m. 4) Report on February 2013 North Carolina Film Reception in Los Angeles
8:40 a.m. 5) Report on Production Update
8:45 a.m. 6) Report on Location Scouting/Reel Scout Update
8:50 a.m. 7) Recognition of new New Hanover County Commission member appointee to
Board
8:52 a.m. 8) New Business
9:00 a.m. 9) Adjourn
Member of
g ASSOCIATION OF
FILM COMMISSIONERS
INTERNATIONAL
BOARD OF DIRECTORS
F WILM
,
Carey Jones,Chairperson
,iL m REGIONAL FILM COMMSSON, INC, William Vassar,Vice-Chairman
Honorable Bill Saf Fo
: r 1223 NORTH 23rd STREET • WILMINGTON, NC 28405 James L.F.Smith
""' ' .4.-- www.wilminglon.film.com • commidlewilmington-film.com
Attachment "A"
Member of
a c
I ASSOCIATION OF
i FILM COMMISSIONERS
f ,_ INTERNATIONAL
MINUTES OF SPECIAL MEETING
OF THE BOARD OF DIRECTORS OF
WILMINGTON REGIONAL FILM COMMISSION,INC.
A North Carolina Non-Profit Corporation
PURSUANT TO NOTICE,a copy of which is attached as EXHIBIT A,the Board of
Directors of the Wilmington Regional Film Commission,Inc. (WRFC) held a special meeting at
8:15 AM,on August 15,2012. Ms.Carey Jones,Mr.William Vassar,Hon.Ted Davis,Jr.,Hon.
Bill Saffo,and Mr.Jimmy Smith were present in person. In addition,Johnny Griffin and Anna
B.Fisher.
1. APPROVAL OF MINUTES FROM JUNE S.2012 BOARD MEETING.
The minutes from the Board of Meeting on June 5,2012,a copy of which is attached as
EXHIBIT B,were unanimously approved.
2. APPROVAL OF AMENDED AND RESTATED BY LAWS.
The Amended and Restated By-Laws were unanimously approved,a copy of which is attached as
EXHIBIT C
3. DISCUSS FILM INCENTIVE.
There was general discussion regarding film incentives. The Commission and its members
recognize the need to remain vigilant in the effort to monitor the effectiveness of the incentive
and any effort to reduce or eliminate the program.
4. DISCUSS POTENTIAL CHARLOTTE STUDIO/EASTLAND MALL.
There was general discussion regarding the potential Charlotte studio project. The Commission
will continue to monitor the situation for developments. The board agreed that this new studio
could be good for increased NC film production and does not view it as competition.
5. DISCUSS MEMBERSHIP PROGRAM.
This item was removed from the agenda by request of the Chairperson because additional
information is still needed in order to properly facilitate meaningful discussion. Staff will
continue to research the item.
6. PRODUCTION UPDATE. Currently there are three films and one television show
filming in the area. There continues to be strong interest from productions considering the
region.
7. THE BOARD ENTERED INTO A CLOSED SESSION FOR THE PURPOSE
OF CONDUCTING AN EMPLOYEE REVIEW
8. UPON COMPLETLON OF THE CLOSED SESSION,THE COMMISSION
RETUNED TO ITS SPECIAL MEETING. No action was taken by the Board during the
closed session.
There being no further business,the meeting adjourned at 9:45 AM
Respectfully submitted,
Carey Jones,Chairperson
ON BdARD OF CIRECTORS
WILMNG William Vassar,tae-Chairman REMO' FILM COMMISSION, INC. Honorable Bill SaFFo
wm 1223 NORTH 23rd STREET • WILMINGTON, NC 2$40S James L.F.Smith
._ www.wilmington-film.com commish wilmingfon-film.com
Attachment "B"
Member of
afcrASSOCIATION OF
FILM COMMISSIONERS
INTERNATIONAL
WILMINGTON REGIONAL
FILM CO I I SSION,INC.
Financial Statements
June 30,2012 and 2011
WILMINGTON REGIONAL FILM CO I I SSION,INC.
Table of Contents
June 30,2012 and 2011
Independent Auditors' Report 1
Statement of Financial Position 2
Statement of Activities and Changes in Net Assets 3
Statement of Functional Expenses 4
Statement of Cash Flows 5
Notes to Financial Statements 6-9
Supplemental Information
Budget to Actual Comparison of Support, Revenue and Expenses 11
Goodson & Taylor, CPAs
:ammo E x n ... - "d
Clement Goodson, CPA 771 S.Kerr Ave.
Lynn Taylor, CPA Independent Auditors'Report Wilmington,NC 28403
Voice 910.3924650
To The Board of Directors of Fax 910.392.3240
Wilmington Regional Film Commission,Inc.
1223 North 23`4St.
Wilmington,North Carolina 28405
We have audited the accompanying statement of financial position of Wilmington Regional Film
Commission,Inc.as of June 30,2012,and 2011,and the related statement of activities and changes in net
assets,statement of functional expenses,and cash flows for the year then ended. These financial statements
are the responsibility of the organizations'management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining on a test
basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management,as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion,the financial statements referred to above present fairly,in all material respects,the
financial position of Wilmington Regional Film Commission,Inc.,as of June 30,2012,and its statement of
activities and changes in net assets and cash flows for the year then ended.
Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole.The
Budget to Actual Comparison of Support, Revenue and Expenses on page 11 is presented for purposes of
additional analysis and is not a required part of the financial statements. Such information is the
responsibility of management and was derived from and relates directly to the underlying accounting and
other records used to prepare the financial statements. The information has been subjected to the auditing
procedures applied in the audit of the financial statements and certain additional procedures, including
comparing and reconciling such information directly to the underlying accounting and other records used to
prepare the financial statements or to the financial statements themselves, and other additional procedures
in accordance with auditing standards generally accepted in the United States of America. In our opinion,
the information is fairly stated in all material respects in relation to the financial statements as a whole.
c:4
Goodson&Taylor,CPAs
September 28,2012
1
WILMINGTON REGIONAL FILM COMMISSION,INC.
STATEMENT OF FINANCIAL POSITION
June 30,2012 and 2011
2012 2011
Assets
Current Assets
Cash $ 173,847 $ 148,275
Prepaid Expenses 7,415 11,440
Total Current Assets 181,262 159,715
Fixed Assets
Furnishings and Fixtures 5,240 5,240
Office Equipment 6,635 6,635
Display Booth 2,802 2,802
Cameras 2,064 2,064
16,741 16,741
Less Accumulated Depreciation (13,182) (11,935)
Net Fixed Assets 3,559 4,806
Total Assets $ 184,821 $ 164,521
Liabilities and Net Assets
Current Liabilities
Accrued Expenses $ 18,137 $ 14,527
Total Current Liabilities 18,137 14,527
Net Assets
Unrestricted Net Assets 166,684 149,994
Total Net Assets 166,684 149,994
Total Liabilities and Net Assets $ 184,821 $ 164,521
The accompanying notes are an integral part of this statement.
2
WIL I ' GTON REGIONAL FILM CO SSION,INC.
STATE I `NT OF ACTIVITIES
June 30,2012 and 2011
2012 2011
Support and Revenue
Governmental service agreements
City of Wilmington $ 109,869 $ 109,869
New Hanover County 109,585 109,585
Advertising sales 64,766 27,465
Interest Income _ 172 275
Total Support and Revenue 284,392 247,194
Expense
Program services 196,267 189,943
Management and General 26,292 29,771
Fund Raising 45,143 20,475
Total Expenses 267,702 240,189
Increase (Decrease) in Net Assets 16,690 7,005
Net Assets-Beginning of Year 149,994 142,989
Net Assets-End of Year $ 166,684 $ 149,994
The accompanying notes are an integral part of this statement.
3
1 GTON REGIONAL FILM COMMISSION,INC.
STATEMENT OF FUNCTIONAL EXPENSES
June 30,2012 and 2011
2012
Management
Program and Fund- Total Total
Services General Raising 2012 2011
Compensation and related expenses
Compensation
Director $ 75,776 $ 9,472 $ 9,472 $ 94,720 $ 94,720
Production coordinator 18,865 3,329 22,194 21,971
Employee benefits -
Retirement benefit 7,578 947 947 9,472 9,472
Payroll taxes 8,329 1,126 835 10,290 10,260
Health insurance 8,318 1,040 1,040 10,398 7,282
Total compensation
and related expenses 118,866 15,914 12,294 147,074 143,705
Other expenses
Production guide expenses 19,565 - 32,448 52,013 22,848
Marketing and promotion 8,694 - - 8,694 5,723
Lobbying efforts - - - -
Software annual fees 13,200 - - 13,200 13,200
Rent 11,357 1,603 401 13,361 13,361
Accounting - 4,100 - 4,100 7,950
Vehicle rental and upkeep 3,191 2,128 5,319 4,958
Insurance 3,967 441 4,408 4,601
Copier rental&maintenance 2,374 - 2,374 2,940
Telephone and postage 2,020 106 - 2,126 3,823
Travel and conferences 7,204 - - 7,204 5,724
Location scouting 1,526 - - 1,526 1,946
Legal expenses - - - 3,582
Office expenses 1,272 1,272 2,544 2,351
Policy Board 535 536 1,071 883
Computer&website services 1,369 72 - 1,441 1,347
Depreciation expense 1,127 120 - 1,247 1,247
Contingency - - - -
Total Expenses $ 196,267 $ 26,292 $ 45,143 $267,702 $ 240,189
The accompanying notes are an integral part of this statement.
4
I `' GTON REGIONAL COMMISSION,INC.
STATE I NT OF CASH FLOWS
June 3 ,2012 d 2011
2012 2011
Cash Flows from Operating Activities
Increase (Decrease) in Net Assets $ 16,690 $ 7,005
Adjustments to Reconcile Net Assets
to Net Cash Provided by Operating Activities
Depreciation 1,247 1,247
(Increase) decrease in operating assets
Prepaid expenses 4,025 (2,433)
Increase (decrease)in operating liabilities
Accrued expenses 3,610 (1,114)
Net Cash Provided by Operating Activities 25,572 4,705
Cash Flows from Investing Activities
Purchase of Capital Assets-Equipment (2,228)
Net Cash Used by Investing Activities (2,228)
Net Increase in Cash and Cash Equivalents 25,572 2,477
Beginning Cash and Cash Equivalents 148,275 145,798
Ending Cash and Cash Equivalents $ 173,847 $ 148,275
Supplemental Information
Interest Income $ 172
The accompanying notes are an integral part of this statement.
5
t I GTON REGIONAL FILM Co I SSION,INC.
NOTES I A.NCIAL STATE I NTS
For the year ended June 30, 2012
Note I Nature of Activities
Wilmington Regional Film Commission, Inc.(the Commission) is a North Carolina
nonprofit corporation whose mission is to improve business conditions for the common
interest of the film and video industry in southeastern North Carolina, act as a liaison
between the film industry, local governments,and communities in order to attract and
facilitate on-location film and video production in the area, and to increase film and video
production taking place in southeastern North Carolina and increase the economic impact
of the industry on the region. The Commission was established in May 1999. Fourteen
projects began production in southeastern North Carolina during the year ended June 30,
2012 and the Commission responded to over one hundred and sixty nine requests for
information. Those productions brought in approximately $125,000,000 of revenue into
the community through wages paid to local artisans, craftsmen, and trades people, and
goods and services purchased locally. The efforts of the Commission and its staff were
influencing factors in the decision to produce those films or other video productions in.
the area. The Commission is supported primarily through support from local governments
and sales of advertising in publication of its annual Production Guide.
Note 2 Significant Accounting Policies
• Method of Accounting
The financial statements of the Commission have been prepared utilizing the accrual
basis of accounting and accordingly reflect all significant receivables,payables, and other
liabilities.
• Basis of Presentation
Financial statement presentation follows the recommendations of the Financial
Accounting Standards Board in its Statement of Financial Accounting Standards(SFAS)
No. 117,Financial Statements of Not-for-Profit Organizations.Under SFAS No. 117, the
Commission is required to report information regarding its financial position and
activities according to three classes of net assets,unrestricted net assets,temporarily
restricted net assets, and permanently restricted net assets.
• Estimates
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from those
estimates.
6
WILMINGTON REGIONAL FILM SSI N,INC.
NOTES T CT STATE I NTS
For the year ended June 30,2012
• Support and Revenue
Contributions are generally available for unrestricted use in the year received unless
specifically restricted by the donor. Grants and other contributions of cash are reported as
temporarily restricted support if they are received with donor stipulations that limit the
use of the donated assets. When a donor restriction expires,that is, when a stipulated time
restriction ends or purpose restriction is accomplished,temporarily restricted net assets
are reclassified to unrestricted net assets and reported in the statement of activities as net
assets released from restrictions.
• Subsequent Events
The Commission has evaluated its subsequent events (events occurring after June 30,
2011)through September 28, 2012, which represents the date the financial statements
were issued.
• Income Taxes
The Commission is a not-for-profit organization that is exempt from income taxes from
activities directly related to its exempt purpose under Section 501(c)(6) of the Internal
Revenue Code. However,profits relating to certain advertising activities of the
Commission are subject to federal &North Carolina taxation. Tax liability for the fiscal
years ended June 30,2012 and 2011 respectively was $0 and$0 as a result of these
activities.
•Property and Equipment
Property and equipment are recorded at cost and depreciation is calculated on a straight
line basis over the estimated useful lives of the assets. The Commission follows the
practice of capitalizing all expenditures for equipment in excess of$500. Lesser amounts
are typically expensed.Property and equipment as of June 30th consist of;
2012 2011
Furnishings and fixtures $ 5,240 $ 5,240
Office equipment 6,635 6,635
Display booth 2,802 2,802
Cameras 2,064 2,064
Less: Accumulated Depreciation (13,182) (11,935)
Total Property and Equipment $ 3,559 $ 4,806
7
�I GTON REGIONAL I M Co I SSION,INC.
NOTES TO FIN C STATE I
For the year ended June 30, 2012
Note 3 Concentrations
The Commission received over 77% of its support from New Hanover County and the
City of Wilmington during the year ended June 30, 2012.A total of$219,454 was
received from both the City and County combined during each of the years ended
June 30,2012 and 2011.
Note 4 SEP Retirement 1
The Commission has a simplified employee pension plan covering all full time
employees. The Commission makes a contribution to the plan each year equal to 10%of
all participant's compensation. Total expense for the year ended June 30,2012 and 2011,
respectively was $9,472 and$9,472.
Note 5 Operating Lease Commitments
The Commission leases office space under an agreement expiring August 2012. This
lease may be terminated by either the lessor or the Commission with ninety days notice.
As of August 31, 2012, the office lese has been renewed at an annual rate of$14,732 for
the first year and$15,468 for the second year. The Commission also has a noncancelable
operating lease for office equipment which expires April 2014. Both leases generally
require the Commission to pay all costs such as taxes, maintenance, and insurance. Rental
expense for the lease of the office equipment consisted of$1,441 and $2,592 for the years
ended June 30, 2012 and 2011 respectively.
The Commission leases a vehicle for use by its staff.The lease agreement is a month-to
month rental agreement which may be cancelled by either party with thirty days notice.
Lease expense for the years ended June 30,2012 and 2011 respectively was$3,768 and
$3,747. Future minimum lease payments under these operating leases that have
remaining terms in excess of one year as of June 30,2012 are:
Year ending June 30:
2013 $ 16,172
2014 16,908
2015 1,440
2016 -
2017
Total $ 34,520
8
1 GTON REGIONAL FILM COMMISSION,INC.
NOTES TO FINANCIAL STATEMENTS
For the year ended June 30,2012
Note 6 Government Service Contracts
The Commission has service contract agreements with both the City of Wilmington and
New Hanover County. These contracts have a five-year term beginning July 2011 and
ending June 2016.Both contracts require the Commission to work diligently to attract
film and video production to the City and County, advise and work with each in regard to
all matters pertaining to film production,and have a representative from each serving on
the Commission's Board of Directors throughout the term of the contracts. The City and
County each agree to pay the Commission$90,000 a year for the life of the contracts
with annual increases based on a Consumer Price Index adjustment.
Note 7 Functional Allocation of Expenses
The costs of providing the programs and activities have been summarized on a functional
basis in the statement of activities. Accordingly, certain costs have been allocated among
the programs and supporting services benefited.
Note 8 Joint Costs of Activities
The Commission achieves some of its mission and fund-raising goals through the
publication of a production guide which is a listing of various local service providers,
artists,craftsmen, and technicians to the motion picture industry. In the years ended June
30,2012,and 2011 the costs of publishing the guide included a total of$52,013 and
$26,366 respectively, of joint costs that are not directly attributable to either the program
mission or the fund-raising component of the activities.Those joint costs were allocated
as follows:
2012 2011
Program $ 19,565 $ 14,753
Fund Raising 32,448 8,095
Total $ 52,013 $ 22,848
9
Supplemental Information
10
WILMINGTON REGIONAL FILM COMMISSION,INC.
Budget to Actual Comparison for the year ended June 30,2012
Budget
Support and Revenue Budget Actual Variance
Governmental service agreements
City of Wilmington $ 109,869 $ 109,869 $ -
New Hanover County 109,585 109,585 -
Advertising sales 32,000 64,766 32,766
Interest Income 100 172 72
Net assets from previous years 6,640 - (6,640)
Total Support and Revenue 258,194 284,392 26,198
Compensation and related expenses
Compensation
Director 94,720 94,720 -
Production coordinator 22,600 22,194 406
Employee benefits
Retirement benefit 9,500 9,472 28
Payroll taxes 10,559 10,290 269
Health insurance 8,000 10,398 (2,398)
Total compensation
and related expenses 145,379 147,074 (1,695)
Other expenses
Production guide expenses 25,000 52,013 (27,013)
Marketing and promotion 8,000 8,694 (694)
Software annual fees 14,000 13,200 800
Rent 14,615 13,361 1,254
Accounting 8,100 4,100 4,000
Vehicle rental and upkeep 4,800 5,319 (519)
Insurance 5,100 4,408 692
Copier rental &maintenance 2,500 2,374 126
Telephone and postage 3,500 2,126 1,374
Travel and conferences 8,000 7,204 796
Location scouting 4,000 1,526 2,474
Office expenses 1,600 2,544 (944)
Policy Board 2,000 1,071 929
Computer&website services 1,500 1,441 59
Income tax 100 - 100
Depreciation expense 1,247 (1,247)
Contingency 10,000 -- 10,000
Total Expenses 258,194 267,702 (9,508)
Increase (Decrease) in Net Assets $ - $ 16,690 $ 16,690
11