UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC. BOARD OF DIRECTORS
Hybrid In-Person/Virtual Meetings
April 16, 2021
In-person Location: Swain Student Activities Center Ballrooms, Belknap Campus
Click here to view the live stream
Schedule
9:00 a.m. Finance & Budget Committee Grubb, Bendapudi, Berson, Collins, Durbin, Farrier, Gonzalez, Heishman, Rechter, Turner, Wallace-Boaz
9:15 a.m. Regular Meeting, Board of Directors
All meetings will be held consecutively.
Page 1 of 27 FINANCE & BUDGET COMMITTEE OF THE UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC. BOARD OF DIRECTORS
9:00 a.m., April 16, 2021
In-person Location: Swain Student Activities Center Ballrooms, Belknap Campus
Click here to view the live stream
In Open Session
I. Call to Order Grubb • Action Item: Approval of Minutes, 1-15-2021
II. Action Item: Approval of Lacrosse and Field Hockey Video/Scoreboard Replacement Spoelker
III. Action Item: Approval of Award for New Debt Restructure and Working Capital Debt Facility Spoelker
IV. Information Items: • Financial Updates as of March 31, 2021 Spoelker
V. Adjournment Grubb
Finance and Budget Committee Andrew Grubb, Chair Neeli Bendapudi Eric Berson Sabrina Collins Dan Durbin Jasmine Farrier Lori Gonzalez Dennis Heishman Sam Rechter Karen Turner Krista Wallace-Boaz
Page 2 of 27 MINUTES OF THE FINANCE & BUDGET COMMITTEE MEETING OF THE UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC.
January 15, 2021
In Open Session
Members of the Finance & Budget Committee of the University of Louisville Athletic Association, Inc. met virtually at 9:02 a.m. on January 15, 2021, with members present and absent as follows:
Present: Mr. Andrew Grubb, Chair Dr. Neeli Bendapudi Prof. Eric Berson Dr. Beth Boehm Mr. Dan Durbin Dr. Jasmine Farrier Mr. Dennis Heishman Mr. Sam Rechter Prof. Karen Turner Prof. Krista Wallace-Boaz
Absent: Ms. Sabrina Collins
Other Directors Present: Mr. Ben Barberie Dr. Larry Benz Dr. Gerry Bradley Mr. Ryan Bridgeman Mr. Randy Bufford Prof. Dawn Heinecken Mr. Tom Meeker Prof. Sharon Moore Prof. Eugene Mueller Prof. Whitney Nash Ms. Shannon Rickett Mr. Jim Rogers Mr. Mark Watkins Dr. Ron Wright
From the University: Mr. Vince Tyra Mr. Josh Heird Ms. Amy Shoemaker Dr. Michael Wade Smith Mr. Jeff Spoelker Mr. Kenny Klein
Page 3 of 27 Ms. Jessie Murnock Mr. Jake Beamer
I. Call to Order
Chair Grubb called the roll. Having determined a quorum present, he called the meeting to order at 9:02 a.m.
Action Item: Approval of Minutes, 10-23-2020
Mr. Rechter made a motion, which Prof. Turner seconded, to approve the minutes of the October 23, 2020 meeting. The motion passed.
II. Action Item: Approval of 2021 Football Ticket Prices
Mr. Spoelker briefed the committee on the recommendation to approve the 2021 Football ticket prices, noting there would be no increases from the previous year.
He then fielded questions from committee members.
Dr. Boehm made a motion, which Prof. Wallace-Boaz seconded, to approve the
Athletic Director’s recommendation that the Board of Directors approve the season ticket prices for the 2021 football season, as attached.
The motion passed.
III. Action Item: Approval of 2022 Men’s Basketball Ticket Prices
Mr. Spoelker briefed the committee on the recommendation to approve the 2022 Men’s Basketball season ticket prices, indicating that, like Football, there were no increases from the previous year’s prices.
He then answered the questions of committee members.
Prof. Wallace-Boaz made a motion, which Prof. Turner seconded, to approve the
Athletic Director’s recommendation that the Board of Directors approve the season ticket prices for the Men’s Basketball 2021-22 season, as attached.
The motion passed.
IV. Action Item: Approval of Quasi-endowment Liquidations
Mr. Spoelker explained the recommendation to the committee which involves liquidating $3 million from six quasi-endowments and moving that amount to ULAA’s operating
Page 4 of 27 budget to fund scholarship expenses. The intent is to help mitigate the financial impact of COVID-19.
He then fielded questions from the committee.
Dr. Boehm made a motion, which Mr. Durbin seconded, to approve the
Athletic Director’s recommendation that the Board of Directors approve the partial liquidation of six (6) quasi-endowments to fund tuition expenses for student athletes, as attached.
The motion passed.
V. Information Items
Financial Updates as of December 31, 2020
Mr. Spoelker presented to the committee the attached financial update reflecting the source and application of funds as of December 31, 2020. The update included summaries of revenue, expenditure, endowments, operating funds, and changes in net position.
Messrs. Spoelker, Tyra, and Heird then fielded questions from committee members.
No action was taken.
VI. Adjournment
Having no other business to come before the committee, Mr. Heishman made a motion, which Prof. Berson seconded, to adjourn the meeting.
The motion passed and the meeting adjourned at 9:30 a.m.
Approved by:
______Assistant Secretary
Page 5 of 27 RECOMMENDATION TO THE UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION BOARD OF DIRECTORS REGARDING THE REPLACEMENT OF VIDEO/SCOREBOARDS AT THE LACROSSE AND FIELD HOCKEY FIELDS
Finance and Budget Committee – April 16, 2021 Board of Directors – April 16, 2021 RECOMMENDATION: The Athletic Director recommends that the Board of Directors approve a video/scoreboards replacement project at the Lacrosse and Field Hockey fields at a cost not to exceed $1.5M, from two fund sources: a reserve fund; and savings from the refinancing of debt.
BACKGROUND: The video/scoreboards at Lacrosse and Field Hockey fields are original dating back to 2008. The existing video boards made by Daktronics are 23mm with a resolution of 128 x 256 pixels. Each of these boards have this year required extensive maintenance utilizing spare parts from other video boards. With no additional spare parts for future problems, replacement of the board systems after this season is essential to guarantee that next fall each sport has functioning video/score boards. The new boards will be in the 10-15mm range, provide an output closer to true HD, and will be more energy efficient. The total projected cost of replacing both video/scoreboards is between $1M and $1.5M. This includes the purchase and installation of both video/scoreboards. This project will be funded from a combination of funds liquidated from the Athletic Reserve Fund ($1.5M, as approved by the Board on January 15, 2021) and savings from the refinancing of debt. To ensure the project is complete for the fall season, Athletics will issue a request for proposal (RFP) for qualified bidders in April or early May, anticipating the awarding of the contract in May. Approval is being sought to award a contract to the lowest bidder contingent on the total cost not exceeding $1.5M. This recommendation is consistent with Section II(h) of the Financial Transactions Policy of the Athletic Association Board of Directors.
COMMITTEE ACTION: BOARD ACTION: Passed ______Passed ______Did Not Pass ______Did Not Pass ______Other ______Other ______
______Assistant Secretary Assistant Secretary
Page 6 of 27 RECOMMENDATION TO THE BOARD OF DIRECTORS OF THE UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC. REGARDING THE AWARDING OF A CONTRACT TO RESTRUCTURE DEBT AND ISSUE NEW DEBT FACILITY
Finance and Budget Committee – April 16, 2021 Board of Directors – April 16, 2021
RECOMMENDATION:
The Athletic Director recommends the Board of Directors approve the awarding of a contract to Republic Bank for the restructuring of existing debt and issuance of a new debt facility for working capital needs. See attached resolution.
BACKGROUND:
COVID-19 has negatively impacted Athletic Department revenues by more than $45M in the past 12 months. Approximately $25M of this revenue shortfall has been mitigated through Department-wide expense reductions. Despite these aggressive measures, operating expenditures will exceed revenues in fiscal year 2021.
In February, with the assistance of the University, a request for proposal was issued to provide two credit facilities totaling $31,000,000. The request included refinancing approximately $11,000,000 in existing debt and the creation of a $20,000,000 for working capital facility.
Proposals were reviewed by an evaluation committee consisting of staff from Athletics and the University with the counsel of Robert W. Baird and Company. After careful consideration, the committee scored the proposal from Republic Bank as the best option of all the proposals received. Below is a summary of the proposal:
Working Capital Refinance
Amount $20,000,000 $11,000,000
Type Non-revolving LOC to term loan Term loan
Term (years 1-10) Fixed at 2.93% Fixed at 2.93%
Term (years 11-20) Floating Constant Maturity Treasury +150BP Floating Constant Maturity Treasury +150BP
Amortization 20 Yrs after 2 Yrs interest only period 20 Yrs after 2 Yrs interest only period
Security Co-second lien by a pledge of all ULAA revenues, subordinate to general receipt bonds
Financial Covenant ULAA annual year-end net position must be $90M or more
Fees Closing costs and a refundable $25,000 fee refunded at closing
If approved, Athletics anticipates closing on the loan in April and immediately drawing funds on the working capital facility to replenish cash balances.
Page 7 of 27 The refinancing facility will be used to pay off the following outstanding debt: (totals are estimates as of March 2021):
Total Lynn, Patterson & Ulmer Expansion 3,656,000 Cardinal Stadium Seat Painting 1,500,000 ACC Network Studio 5,973,779 11,129,779
Athletics is in the process of obtaining the payoff balances and anticipates closing these issues in calendar year 2021. This restructuring will reduce cash requirements for debt by over $6.5M total for fiscal years 2021, 2022 and 2023.
COMMITTEE ACTION: BOARD ACTION: Passed ______Passed ______Did Not Pass ______Did Not Pass ______Other ______Other ______
______Assistant Secretary Assistant Secretary
Page 8 of 27 RESOLUTION OF THE BORD OF DIRECTORS OF UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC.
Re: Approval of Debt Restructuring and Working Capital Financing with Republic Bank and Trust Company
WHEREAS, the University of Louisville Athletic Association, Inc. (“ULAA”), a Kentucky nonprofit corporation, previously released a request for proposals idenfied as “RP-035-21” (the “RFP”) soliciting eligible financial insitutions to provide one or more credit facilities to ULAA to: (1) refund the existing obligations of ULAA and the University of Louisville (the “University”) identified within the RFP and (2) provide a working capital loan to ULAA; and
WHEREAS, ULAA, in consultation with its municipal advisor, Robert W. Baird & Co., Inc., has determined that it would be in the best interests of ULAA to award the work sought pursuant to the RFP to Republic Bank and Trust Company (the “Lender”); and
WHEREAS, ULAA desires to enter into one or more loan transactions with the Lender whereby ULAA will (1) refinance the three outstanding credit facilities described within the RFP, including any associated swap termination fees, the proceeds of which were used by ULAA and the University to (i) finance the costs of renovations to the Unviersity’s baseball and softball stadiums and to finance part of the costs of the University’s soccer stadium (ii) finance the costs of renovations of the seats at the University’s baseball and football stadiums, and (iii) finance the costs of the ACC television broadcast and production studio utilized by ULAA in connection with the University’s athletic teams, such credit facilities being outstanding in an approximate principal amount of $11,000,000 (the “Refinancing Facility”), and (2) obtain a working capital loan in the amount of approximately $20,000,000 (the “Working Capital Facility”); and
WHEREAS, the Refinancing Facility and the Working Capital Facility (together, the “Credit Facilities”) will be secured on a parity basis with one another by a pledge of all moneys and revenues collected or received by ULAA, including, but not by way of limitation, all charges, ticket sales, revenues of every description, television, radio and news media receipts, royalties, fees, commissions, concession revenues and governmental payments, excepting only donations and grants received by ULAA for specified and limited purposes, however, subject and subordinate only to the prior and senior pledge of such moneys and revenues by ULAA and the University for the benefit of the University’s outstanding and future general receipts bonds issued pursuant to the Trust Agreement dated as of March 1, 2007, by and between the University and U.S. Bank National Association, as trustee, as supplemented by the parties thereto from time to time; and
WHEREAS, the terms of each of the Credit Facilties are to be as set forth in the RFP and the Proposal received by ULAA from the Lender, a copy of which is attached hereto as Exhibt A (the “Proposal”); and
WHEREAS, in connection with the Credit Facilities, it is necessary for the Board of Directors of ULAA (the “Board”) to approve, adopt, and otherwise authorize the excecution and delivery of various loan documents, and such other documents, agreements, certificates, and instruments as be necessary in connection with Credit Facilities contemplated by this resolution and hereinafter authorized and approved;
Page 9 of 27 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC. AS FOLLOWS:
THAT, the Board hereby approves and authorizes the Credit Facilities in accordance with this Resolution, the terms of such Credit Facilities to be determined by the Authorized Officers (as defined herein) of ULAA in a manner consistent with the terms of the the RFP and the Proposal; and
THAT, the Chair, Vice-Chair, Treasurer, Secretary, Assistant Secretary, and Associate Athletic Director - Finance (collectively, the the “Authorized Officers”) be and are hereby authorized and directed to take, upon the advice of legal counsel where appropriate, any and all actions necessary to carry out and give effect to the transactions contemplated to be carried out by ULAA in order to accept and implement the Credit Facilities, including the execution and delivery of any other documents, agreements, instruments, or certificates, including without limitation Uniform Commercial Code Financing statements, necessary to consummate the transactions contemplated by the documents and transaction authorized herein.
Adopted by the Board of Directors on this _____ day of ______, 2021.
Chair
Attest
Assistant Secretary
Page 10 of 27 EXHIBIT A TO RESOLUTION
PROPOSAL OF REPUBLIC BANK AND TRUST COMPANY
(See attachment)
Page 11 of 27 University of Louisville Athletic Association, Inc Monthly Financial Analysis As of March 31, 2021
REVISED (due to/from University posted after statements finalized, changes in yellow)
An entry was posted after the original March statements were run increasing restricted revenues/transfers and decreasing the current and non-current liability due to the University. The total amount of the entry is $5,351,734 and is related to the Cardinal Stadium debt payment
Page 12 of 27 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC Revenue Summary Fiscal Year 2020 ‐2021 March 31, 2021
2020‐21 2019‐20 Adjusted Actual Percent of Actual Actual Percent of Budget YTD Budget Realized June 30, 2020 YTD Actual Realized Football Ticket Sales 12,759,800 3,266,757 26% 13,822,841 13,821,817 100% Facility Fee 0 0 NA 420,000 420,000 100% Game Guarantees 0 0 NA 300,000 300,000 100% ACC Media 15,078,800 8,142,573 54% 15,760,338 7,076,590 45% Concessions 565,300 181,397 32% 672,799 672,799 100% Parking 921,000 365,243 40% 887,371 887,371 100% Suite Rentals 1,997,500 1,139,770 57% 2,417,242 2,417,242 100% Neutral Site Game 0 0 NA 513,932 487,278 95% Loge Seats 0 0 NA 1,035,000 1,035,000 100% Locker Rental 3,400 0 0% 7,896 7,896 100% Donations 0 809,419 NA 0 0 NA ACC Football 5,880,700 0 0% 7,295,000 0 0% Total Football 37,206,500 13,905,159 37% 43,132,419 27,125,993 63%
Cardinal Stadium (Non UL Football) Rental 344,100 59,878 17% 413,486 241,613 58% Concert/Special Event 0 0 NA 0 571,183 NA Concessions 55,000 4,266 8% 68,741 62,387 91% Non‐Football Parking 182,000 0 0% 139,908 100,823 72% Total Cardinal Stadium 581,100 64,144 11% 622,135 976,006 157%
Men's Basketball Ticket Sales 9,991,100 1,397,242 14% 11,829,440 11,790,299 100% Game Guarantees 100,000 34,000 34% 250,000 250,000 100% ACC Media 3,769,700 2,035,643 54% 3,960,463 1,769,147 45% Concessions/Advertising 1,300,500 0 0% 1,789,931 0 0% Parking 137,700 19,186 14% 153,880 150,480 98% Suite Rentals 4,080,000 1,971,110 48% 5,390,383 4,808,383 89% ACC/NCAA Credits 2,230,300 10,284 0% 1,174,959 134,002 11% Donations 0 597,863 NA 0 0 NA Other 0 0 NA 0 0 NA Total Men's Basketball 21,609,300 6,065,328 28% 24,549,057 18,902,311 77%
Women's Basketball Ticket Sales 658,100 252,569 38% 797,120 776,763 97% Guarantees 20,000 20,000 100% 0 0 NA Concessions 61,600 0 0% 91,113 0 0% Parking 38,300 20,808 54% 47,040 47,040 100% Donations 0 40,908 NA 0 0 NA Other 0 0 NA 0 (426) NA Total Women's Basketball 778,000 334,285 43% 935,273 823,378 88%
Other Olympic Sports 262,700 56,220 21% 134,428 242,887 181% Annual Seat Donations 14,158,000 4,695,930 33% 16,159,266 16,153,899 100% NCAA/ACC Distribution 755,600 326,299 43% 1,820,479 1,204,335 66% Marketing 15,729,900 14,284,876 91% 14,363,061 11,534,847 80% Student Fee 900,000 900,000 100% 900,272 900,272 100% Gender Equity Commitment 940,000 940,000 100% 975,602 975,602 100% Other 2,168,900 1,582,574 73% 1,895,612 1,575,978 83% Post Season 10,000 7,983 80% 1,847,963 645,963 35% Total Operating Revenues 95,100,000 43,162,797 45% 107,335,567 81,061,469 76% Income Adjustment 0 Restricted Revenues/Transfers 35,216,666 55,563,346 50,838,278 Grand Total Revenues $95,100,000 $78,379,463 $162,898,913 $131,899,747
1 Page 13 of 27 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC Expenditure Summary Fiscal Year 2020 ‐2021 March 31, 2021
2020‐21 2019‐20 Adjusted Actual Percent of Actual Percent of Actual Budget YTD Budget Realized YTD Actual Realized June 30, 2020
Football Program 18,060,239 15,242,301 84% 15,869,930 84% 18,804,420
Cardinal Stadium 1,651,228 1,403,077 85% 2,503,805 95% 2,624,251
Men's Basketball Program 5,623,847 4,413,215 78% 6,204,897 83% 7,448,939
Women's Basketball Program 3,936,485 3,022,500 77% 3,728,849 80% 4,680,668
Other Olympic Sports 18,483,332 14,906,621 81% 18,837,251 89% 21,273,875
Administration 2,965,730 2,227,572 75% 2,838,376 78% 3,638,350
Marketing and Development 3,382,120 2,205,301 65% 3,643,656 74% 4,935,808
Support Services 11,225,280 8,477,356 76% 8,734,699 75% 11,613,944
Spirit Groups 291,849 207,024 71% 272,016 75% 363,730
Facilities/Game Management 2,990,023 2,284,349 76% 2,863,119 79% 3,642,378
Arena Related 3,265,403 250,243 8% 527,708 8% 6,230,473
Debt Service 2,059,952 1,559,952 76% 2,577,090 100% 2,577,090
Other Expenses 8,836,526 6,638,290 75% 9,959,788 78% 12,692,198
Contingency 12,379,022 2,063,076 17% 2,864,580 0% 6,664,580
Total Operating Expenditures 95,151,036 64,900,875 68% 81,425,766 76% 107,190,705 Income Adjustments 0 Encumbrance Rollover (51,035) Restricted Expenses/Transfers 0 23,398,764 42,803,889 51,380,141 Grand Total Expenses $ 95,100,000 $ 88,299,638 $ 124,229,655 $ 158,570,846
Grand Total Revenues $ 95,100,000 $ 78,379,463 $ 131,899,747 $ 162,898,913
Revenues in Excess (deficit) of Expenses $ ‐ (9,920,175) 7,670,092 4,328,067
2 Page 14 of 27 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC All Funds ‐ Revenue & Expenses Fiscal Year 2020 ‐2021 March 31, 2021
REVENUES 2020‐21 2019‐20 REVENUES Percent of Year Over Year Over Adjusted Actual Budget Actual Year Year Budget YTD Realized YTD $ Change % Change Operating Funds ACC/NCAA 27,715,100 10,514,798 38% 10,184,073 330,725 3% Ticket Sales 23,671,700 4,972,788 21% 27,539,044 (22,566,256) ‐82% Marketing 15,729,900 14,284,876 91% 11,534,847 2,750,029 24% Donations 14,158,000 6,144,120 43% 17,188,899 (11,044,779) ‐64% Rentals/suites 6,421,600 3,170,758 49% 7,467,239 (4,296,481) ‐58% Concessions/Parking 3,261,400 590,900 18% 1,920,900 (1,329,999) ‐69% Game Guarantees 120,000 54,000 45% 550,000 (496,000) ‐90% University Support 2,669,900 2,669,900 100% 2,613,091 56,809 2% Other 1,352,400 760,657 56% 2,063,376 (1,302,720) ‐63% Operating Total 95,100,000 43,162,797 45% 81,061,469 (37,898,673) ‐47%
Restricted Funds Admin/Support 6,546,000 8,895,592 136% 25,367,763 (16,472,171) ‐65% Sport Restricted 1,885,000 1,071,630 57% 2,076,329 (1,004,698) ‐48% Capital/Debt 5,460,000 11,455,865 210% 17,128,998 (5,673,133) ‐33% Endowment 0 131,446 NA 163,491 (32,045) NA Transfers 0 13,662,133 NA 6,101,696 7,560,437 124% Restricted Total 13,891,000 35,216,666 254% 50,838,278 (15,621,611) ‐31%
Total Revenues 108,991,000 78,379,463 131,899,747 (53,520,284) ‐41%
EXPENSES 2020‐21 2019‐20 Percent of Year Over Year Over Adjusted Actual Budget Actual Year Year All Funds Budget YTD Realized YTD $ Change % Change Salaries/Benefits 41,263,348 30,637,561 74% 35,074,208 (4,436,647) ‐13% Financial Aid 15,150,214 14,570,480 96% 13,715,665 854,814 6% Operating 25,633,900 34,160,712 133% 58,775,674 (24,614,961) ‐42% Game Expenses 8,389,602 3,087,107 37% 4,950,899 (1,863,792) ‐38% Equipment 1,072,277 1,049,579 98% 1,582,482 (532,904) ‐34% Travel 4,252,409 3,331,748 78% 6,842,992 (3,511,244) ‐51% Meals 1,245,848 1,377,568 111% 1,770,185 (392,616) ‐22% Recruiting 289,852 84,882 29% 1,517,550 (1,432,668) ‐94% 97,297,450 88,299,638 91% 124,229,655 (35,930,017) ‐29%
Revenues Over/(Under) Expenses (9,920,175) 7,670,092 (17,590,267) ‐229%
3 Page 15 of 27 SUPPLEMENTAL INFORMATION
Page 16 of 27 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC Expenditure Detail Fiscal Year 2020 ‐2021 March 31, 2021
2020‐21 2020‐21 Percent Variance of Actual Original Adjusted Actual of Budget Actual To Prior Actual Budget Budget YTD Realized Adjusted Budget YTD June 30, 2020
Football: Football Operating 20,224,794 18,034,139 15,216,271 84% 2,817,868 15,425,919 18,360,409 Football Strength & Conditioning 0 0 0 NA 0 27,397 27,397 Neutral Site Game 0 26,100 26,030 100% 70 402,327 402,327 Football Video Operations 0 0 0 NA 0 14,287 14,287 Total Football 20,224,794 18,060,239 15,242,301 84% 2,817,938 15,869,930 18,804,420
Cardinal Stadium: Stadium Operations‐Football 2,267,413 1,544,728 1,331,945 86% 212,783 1,762,703 1,959,187 Stadium Operations‐Non Football 86,500 86,500 60,156 70% 26,344 242,516 256,478 Stadium‐Special Events 0 0 0 NA 0 0 0 Cabooses 0 20,000 10,975 55% 9,025 6,586 6,586 Stadium Expansion 0 0 0 NA 0 492,000 402,000 Total Cardinal Stadium 2,353,913 1,651,228 1,403,077 85% 248,151 2,503,805 2,624,251
Total Men's Basketball Program 6,556,652 5,623,847 4,413,215 78% 1,210,632 6,204,897 7,448,939
Total Women's Basketball Program 4,205,381 3,936,485 3,022,500 77% 913,985 3,728,849 4,680,668
Other Olympic Sports: Men's Baseball 3,168,828 3,071,778 2,257,166 73% 814,612 2,651,570 3,434,692 Men's Golf 545,475 534,400 447,302 84% 87,099 654,015 719,316 Men's Tennis 602,160 587,720 437,849 74% 149,871 1,155,386 1,248,470 Men's Track/CC 1,059,539 1,058,688 897,066 85% 161,622 935,070 980,210 Men's Swimming 1,042,728 860,858 694,496 81% 166,362 983,868 1,101,566 Men's Soccer 1,161,297 1,083,079 896,835 83% 186,244 1,155,778 1,299,196 Women's Volleyball 1,505,315 1,304,785 1,089,119 83% 215,666 1,498,076 1,694,525 Women's Tennis 817,514 791,627 647,770 82% 143,857 664,014 724,388 Women's Track/CC 1,363,888 1,317,799 1,178,275 89% 139,524 1,255,014 1,150,177 Women's Field Hockey 1,245,192 1,120,863 905,876 81% 214,987 1,086,164 1,252,441 Women's Swimming 1,262,372 1,071,372 901,893 84% 169,479 1,164,085 1,409,562 Women's Soccer 1,325,571 1,336,051 1,148,756 86% 187,295 1,335,561 1,475,267 Women's Golf 626,610 593,273 501,308 84% 91,965 652,257 738,482 Women's Softball 1,377,221 1,305,021 971,957 74% 333,064 1,137,574 1,029,434 Women's Rowing 1,695,872 1,361,654 1,092,660 80% 268,994 1,398,941 1,714,402 Women's Lacrosse 1,192,123 1,084,364 838,294 77% 246,070 1,109,878 1,301,748 Total Other Olympic Sports 19,991,705 18,483,332 14,906,621 81% 3,576,711 18,837,251 21,273,875
Administration: Central Administration 1,390,232 1,283,108 1,004,836 78% 278,272 1,469,006 1,832,147 Varsity Sports Administration 219,764 149,236 113,011 76% 36,225 143,784 199,371 Senior Woman Administrator 248,836 231,535 168,575 73% 62,960 214,956 265,897 Compliance 921,965 884,715 644,273 73% 240,442 723,612 955,145 Human Resources 430,036 417,136 296,877 71% 120,259 287,017 385,790 Total Administration 3,210,833 2,965,730 2,227,572 75% 738,158 2,838,376 3,638,350
Marketing and Development: Promotions and Marketing 684,472 639,472 440,728 69% 198,744 809,609 967,739 Cardinal Athletic Fund 1,230,696 1,091,796 796,785 73% 295,011 1,178,471 1,448,058 Learfield Sports Marketing 800,000 800,000 371,023 46% 428,977 401,120 1,009,000 Licensing/Merchandising 0 22,000 7,642 35% 14,358 3,378 3,378 Special Events 141,200 3,900 0 0% 3,900 411,394 435,860 Marketing Game Mgmt. 359,694 199,494 147,156 74% 52,338 299,004 358,829 Digital Marketing 674,358 625,458 441,968 71% 183,490 522,989 695,253 CAF‐Capital Projects 0 0 0 NA 0 17,692 17,692 Total Marketing and Development 3,890,420 3,382,120 2,205,301 65% 1,176,819 3,643,656 4,935,808
Page 17 of 27 4 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC Expenditure Detail Fiscal Year 2020 ‐2021 March 31, 2021
2020‐21 2020‐21 Percent Variance of Actual Original Adjusted Actual of Budget Actual To Prior Actual Budget Budget YTD Realized Adjusted Budget YTD June 30, 2020 Support Services: Ticket Office 608,865 521,365 392,674 75% 128,691 558,096 689,958 Business Office 871,770 761,170 557,849 73% 203,321 772,581 1,018,177 Sports Medicine 1,967,499 1,898,199 1,451,077 76% 447,122 1,584,491 2,095,483 Student Athlete‐Medical 875,000 1,479,250 967,523 65% 511,727 776,720 1,065,584 Equipment Services 850,944 801,944 659,095 82% 142,849 748,759 870,751 Strength and Conditioning 1,029,007 991,957 746,412 75% 245,545 744,873 958,652 Sports Nutrition 467,150 514,650 345,459 67% 169,191 363,519 453,343 Sports Information 689,165 667,495 494,269 74% 173,226 687,957 879,388 Outbound Ticket Services 367,041 377,041 276,686 73% 100,355 414,294 562,200 Creative Services 273,027 273,055 204,441 75% 68,614 287,848 347,044 Legal Services 700,000 895,200 812,935 91% 82,265 170,895 536,320 Student Health & Welfare 210,059 203,059 149,356 74% 53,703 173,643 228,167 Academic Counseling 1,840,795 1,840,895 1,419,577 77% 421,318 1,451,026 1,908,876 Total Support Services 10,750,322 11,225,280 8,477,356 76% 2,747,925 8,734,699 11,613,944
Spirit Groups: Cheer & Dance 219,293 204,943 153,873 75% 51,070 167,820 237,014 Pep Band 127,706 86,906 53,151 61% 33,755 104,197 126,717 Total Spirit Groups 346,999 291,849 207,024 71% 84,825 272,016 363,730
Game Management/Facilities: Facilities 615,055 426,955 286,534 67% 140,421 576,515 752,425 Groundskeeping 644,967 597,067 372,964 62% 224,103 530,425 648,578 Technology/Infrastructure 786,387 779,687 697,521 89% 82,166 705,077 930,430 Men's Basketball Game Mgmt. 533,512 831,012 631,106 76% 199,906 352,065 525,770 Football Game Mgmt. 0 0 0 NA 0 469,556 481,399 Women's Basketball‐Game Mgmt. 261,225 264,725 262,159 99% 2,566 174,520 243,808 Volleyball Game Mgmt. 32,694 19,582 7,443 38% 12,139 42,140 43,640 Other Sports Game Mgmt. 95,995 70,995 26,621 37% 44,374 12,823 16,329 Total Game Management/Facilities 2,969,835 2,990,023 2,284,349 76% 705,674 2,863,119 3,642,378
Arena Related Expenses: Rental for Men's Basketball 1,150,000 139,350 115,350 83% 24,000 0 1,139,107 Facility Fee 2,420,000 2,420,000 0 0% 2,420,000 0 2,420,000 License Fee for Suites 600,000 237,000 7,281 3% 229,719 23,964 667,072 License Fee for Premium Seats 1,465,000 321,441 0 0% 321,441 0 1,455,850 Parking for Premium Seats 600,000 147,612 127,612 86% 20,000 503,744 548,444 Total Arena Related 6,235,000 3,265,403 250,243 8% 3,015,160 527,708 6,230,473
Debt Service: 2,356,800 2,059,952 1,559,952 76% 500,000 2,577,090 2,577,090
Page 18 of 27 5 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC Expenditure Detail Fiscal Year 2020 ‐2021 March 31, 2021
2020‐21 2020‐21 Percent Variance of Actual Original Adjusted Actual of Budget Actual To Prior Actual Budget Budget YTD Realized Adjusted Budget YTD June 30, 2020 Other Expenses: Athletic Insurance 850,000 973,177 973,105 100% 72 989,377 961,580 Staff Professional Development 0 0 0 NA 0 538 0 Radio‐TV Productions 3,356,586 3,346,686 2,525,138 75% 821,548 2,823,940 3,753,422 Awards and Championships 30,000 38,062 8,062 21% 30,000 25,998 27,745 Transportation 36,908 36,008 22,980 64% 13,028 168,928 216,501 Summer/5th Year Aid 900,000 700,000 669,576 96% 30,424 600,284 956,750 Jim Patterson Stadium 479,172 479,172 274,391 57% 204,781 318,568 412,538 Ralph Wright Natatorium 282,114 155,814 98,829 63% 56,985 307,799 365,106 Kueber Center 218,500 199,500 134,858 68% 64,642 140,251 186,704 Cardinal Park 232,434 224,934 154,138 69% 70,796 191,069 271,007 Lynn Soccer Stadium 205,912 185,912 137,433 74% 48,479 175,477 112,742 Garvin Brown Rowing Center 59,200 55,900 8,681 16% 47,219 32,885 38,270 Life Skills 21,600 18,900 814 4% 18,086 28,420 31,886 Leases 260,420 260,420 209,167 80% 51,253 227,853 260,423 Television Production 550,709 605,009 442,593 73% 162,416 527,989 667,090 PCI University Credit Card Fee 500,000 600,000 586,063 98% 13,937 537,645 542,525 University of Louisville Golf Course 400,000 300,000 14,853 5% 285,147 660,696 771,018 Thornton's Academic Center 34,200 34,200 20,359 60% 13,841 44,212 54,192 Central Receiving Operating 29,750 29,750 17,973 60% 11,777 29,693 30,320 ACC Network Building Operating 17,604 23,804 16,855 71% 6,949 9,509 9,577 Post Season Championships 0 490,000 258,974 53% 231,026 1,917,050 2,683,868 Year End Adjustments 0 0 0 NA 0 (77,163) (77,163) Licensing‐CLC/IMG 0 0 0 NA 0 0 109,934 Student Tickets 0 0 0 NA 0 14,618 0 Bass Rudd Tennis Center 97,252 79,278 63,447 80% 15,831 264,152 306,163 Total Other Expenses 8,562,361 8,836,526 6,638,290 75% 2,198,236 9,959,788 12,692,198
Contingency 3,444,985 12,379,022 (1) 2,063,076 17% 10,315,946 2,864,580 6,664,580
Total Operating Expenditures 95,100,000 95,151,036 64,900,875 68% 30,250,161 81,425,766 107,190,705 Income Adjustments 0 Encumbrance Rollover (51,035) Restricted Expenses/Transfers 23,398,764 42,803,889 51,380,141 Grand Total$ 95,100,000 $ 95,100,000 $ 88,299,638 $ 30,250,161 $ 124,229,655 $ 158,570,846
(1) Contingency analysis: COVID‐19 Funding 400,000 Excise Tax 1,523,076 Legal‐caboose settlement 140,000 Legal‐outside counsel 200,000 Phase II Reductions (2,291,512) Phase III Reductions (4,369,683) Phase IV Reductions (4,465,194) Insurance 723,177 Credit Card Fees 100,000 Salaries/bonuses 223,700 ACCN temporary salaries 100,000 Post Season 540,000 Team Travel/Game Expense 183,433 Incidental Meals‐Aramark 50,000 Other 72,043
(6,870,960)
Page 19 of 27 6 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC Sources and Uses OPERATING FUNDS Fiscal Year 2020 ‐2021 March 31, 2021
2020‐21 2020‐21 Actual Original Adjusted Actual Prior Budget Budget YTD YTD
Source of Funds Sports 59,866,500 59,866,500 20,368,974 47,740,531 Cardinal Stadium 581,100 581,100 64,144 976,006 Marketing & Development 29,887,900 29,887,900 18,980,807 27,688,746 Administration 2,595,600 2,595,600 2,166,299 3,080,209 Other 2,168,900 2,168,900 1,582,574 1,575,978 Total Source of Funds 95,100,000 95,100,000 43,162,797 81,061,469
Use of Funds Sports 51,325,531 46,395,752 37,791,660 44,912,944 Cardinal Stadium 2,353,913 1,651,228 1,403,077 2,503,805 Marketing & Development 3,890,420 3,382,120 2,205,301 3,643,656 Administration 3,210,833 2,965,730 2,227,572 2,838,376 Support Services 10,750,322 11,225,280 8,477,356 8,734,699 Game Management/Facilities 2,969,835 2,990,023 2,284,349 2,863,119 Arena 6,235,000 3,265,403 250,243 527,708 Debt Service 2,356,800 2,059,952 1,559,952 2,577,090 Contingency 3,444,985 12,379,022 2,063,076 2,864,580 Other 8,562,361 8,836,526 6,638,290 9,959,788 Total Use of Funds 95,100,000 95,151,035 64,900,875 81,425,766
Encumbrance Rollover (51,035) Operating Funds Net $0 $0 ($21,738,078) ($364,296)
7 Page 20 of 27 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC Statements of Revenues, Expenses and Changes in Net Postion As of March 31, 2021 UNAUDITED
March March 2021 2020 $ Change % Change OPERATING REVENUES Sports: Basketball 3,734,937 14,595,895 (10,860,958) ‐74% Football 12,143,231 24,556,611 (12,413,380) ‐51% Other sports 465,145 1,461,914 (996,770) ‐68% Total sports 16,343,312 40,614,420 (24,271,108) ‐60%
Cardinal Stadium 64,144 983,902 (919,759) ‐93% Marketing & development 4,823,609 5,140,012 (316,403) ‐6% Administration 326,299 2,354,335 (2,028,036) ‐86% Support services 802,576 840,968 (38,391) ‐5% Game management/facilities operations 0 38,352 (38,352) ‐100% Other operating revenues 12,010,229 11,674,570 335,658 3% Total operating revenues 34,370,167 61,646,558 (27,276,391) ‐44%
OPERATING EXPENSES Sports: Basketball 4,596,628 6,772,763 (2,176,135) ‐32% Football 15,101,471 17,960,887 (2,859,416) ‐16% Other sports 18,454,175 23,845,709 (5,391,534) ‐23% Total sports 38,152,275 48,579,359 (10,427,085) ‐21%
Cardinal Stadium 1,431,085 2,011,805 (580,720) ‐29% Marketing & development 5,108,881 7,400,968 (2,292,088) ‐31% Administration 2,866,419 4,287,748 (1,421,329) ‐33% Support services 9,062,584 9,649,935 (587,352) ‐6% Game management/facilities operations 2,438,668 3,016,299 (577,632) ‐19% Depreciation 6,152,138 6,160,633 (8,495) 0% Other operating expenses 10,084,966 17,837,876 (7,752,910) ‐43% Total operating expenses 75,297,015 98,944,625 (23,647,610) ‐24% Operating loss (40,926,848) (37,298,067) (3,628,781) 10%
NONOPERATING REVENUES (EXPENSES) Gifts 14,991,964 33,031,467 (18,039,503) ‐55% Investment income (net of investment expense) 1 37,457 (37,457) ‐100% Net realized and unrealized gain/(loss) on investments (252,026) 65,830 (317,856) ‐483% Interest on capital related debt (117,918) (196,996) 79,077 ‐40% Other nonoperating (expenses)/revenues (152,121) (161,231) 9,109 ‐6% Net nonoperating revenues 14,469,898 32,776,528 (18,306,630) ‐56%
Capital gifts 6,584,352 8,138,229 (1,553,877) ‐19% Contributions from University 0 0 0 Transfers (to)/from related entities 9,952,422 4,053,401 5,899,021 146% Total other revenues 31,006,672 44,968,159 (13,961,486) ‐31% Increase in net position (9,920,175) 7,670,092 (17,590,267) ‐229%
NET POSITION Net position‐beginning of the year 126,332,991 122,004,924 Adjustment to prior year 0 0 Net position‐beginning of the year restated 126,332,991 122,004,924 Net position‐end of year 116,412,816 129,675,016
8 Page 21 of 27 UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC Statement of Net Position As of March 31, 2021 UNAUDITED
March March 2021 2020 $ Change % Change ASSETS Current Assets: Cash and cash equivalents (170,821) 3,921,579 (4,092,400) ‐104% Investments held with University of Louisville Found., Inc. 2,208,748 5,548,631 (3,339,884) ‐60% Accounts and contributions receivable, net 2,573,515 5,600,279 (3,026,765) ‐54% Inventory 5,125,468 4,372,196 753,272 17% Other assets 700,195 503,029 197,165 39% Total current assets 10,437,104 19,945,715 (9,508,611) ‐48% Noncurrent Assets: Restricted Cash 10,708,493 5,454,979 5,253,513 96% Accounts and contributions receivable, net 26,631,816 27,635,190 (1,003,374) ‐4% Other long‐term investments 953,673 1,154,690 (201,017) ‐17% Other long‐term assets 0 0 0 Capital assets, net 213,107,011 219,539,388 (6,432,378) ‐3% Total noncurrent assets 251,400,992 253,784,248 (2,383,255) ‐1% Total assets 261,838,096 273,729,963 (11,891,867) ‐4%
DEFERRED OUTFLOWS 1,499,319 1,340,403 158,916 12%
LIABILITIES Current Liabilities: Accounts payable and accrued liabilities 5,632,692 10,407,328 (4,774,636) ‐46% Unearned compensation and wages payable 2,061,357 343,393 1,717,964 500% Advances 21,864,720 5,779,864 16,084,856 278% Due to University of Louisville 4,920,292 5,222,171 (301,879) ‐6% Bonds and notes payable 2,372,000 3,207,000 (835,000) ‐26% Total current liabilities 36,851,062 24,959,757 11,891,305 48% Noncurrent Liabilities: Due to University of Louisville 87,031,043 $ 97,912,696 (10,881,653) ‐11% Due to University of Louisville Foundation, Inc. 0 $ ‐ 0 Unearned compensation and wages payable 1,231,965 $ 5,894,672 (4,662,707) ‐79% Note payable to University of Louisville 1,000,000 $ 1,000,000 00% Advances 6,356,393 $ 3,893,475 2,462,918 63% Other long term liabilities 9,843,059 $ 3,933,992 5,909,067 150% Bonds and note payable 2,784,000 $ 5,156,000 (2,372,000) ‐46% Total noncurrent liabilities 108,246,460 117,790,835 (9,544,375) ‐8% Total liabilities 145,097,522 142,750,592 2,346,930 2%
DEFERRED INFLOWS 1,827,077 2,644,758 (817,681) ‐31%
NET POSITION Net investment in capital assets 137,427,588 131,951,972 5,475,617 4% Restricted: Nonexpendable: Scholarships and fellowships 1,377,103 1,340,403 36,700 3% Expendable: Scholarships and fellowships 831,645 4,208,229 (3,376,584) ‐80% Institutional support 2,330,443 2,101,712 228,732 11% Capital Projects 201,212 885,541 (684,329) ‐77% Debt service 18,839,896 11,501,230 7,338,667 64% Unrestricted (44,595,072) (22,314,070) (22,281,002) 100% Total net position 116,412,816 129,675,016 (13,262,200) ‐10%
9 Page 22 of 27 REGULAR MEETING OF THE BOARD OF DIRECTORS OF THE UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC.
9:15 a.m., April 16, 2021
In-person Location: Swain Student Activities Center Ballrooms, Belknap Campus
Click here to view the live stream
In Open Session
I. Call to Order Bendapudi • Welcome new member, Lori Gonzalez • Consent Agenda • Approval of Minutes, 1-15-2021 • From the Finance Committee, 4-16-2021 • Approval of Lacrosse and Field Hockey Video/Scoreboard Replacement • Approval of Award for New Debt Restructure and Working Capital Debt Facility
II. Report of the Faculty Athletics Representative Wallace-Boaz
III. Report of the Athletic Director Tyra
IV. Report of the Chair Bendapudi
V. Adjournment Bendapudi
Page 23 of 27 MINUTES OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS OF THE UNIVERSITY OF LOUISVILLE ATHLETIC ASSOCIATION, INC.
January 15, 2021
In Open Session
Members of the Board of Directors of the University of Louisville Athletic Association, Inc. met virtually at 9:31 a.m. on January 15, 2021 with members present and absent as follows:
Present: Dr. Neeli Bendapudi, Chair Mr. Ben Barberie Dr. Larry Benz Prof. Eric Berson Dr. Beth Boehm Prof. Gerry Bradley Mr. Ryan Bridgeman Mr. Randy Bufford Ms. Sabrina Collins Mr. Dan Durbin Dr. Jasmine Farrier Mr. Andrew Grubb Mr. Dennis Heishman Prof. Dawn Heinecken Mr. Tom Meeker Prof. Sharon Moore Prof. Eugene Mueller Prof. Whitney Nash Mr. Sam Rechter Ms. Shannon Rickett Mr. Jim Rogers Prof. Karen Turner Mr. Mark Watkins Prof. Krista Wallace-Boaz Dr. Ron Wright
Absent: Mr. Tom Andrews Prof. Sheldon Bond Prof. Jeremy Clark Mr. Steve Jones From the University: Mr. Vince Tyra Mr. Josh Heird Ms. Amy Shoemaker Dr. Michael Wade Smith Mr. Jeff Spoelker
Page 24 of 27 Mr. Kenny Klein Ms. Jessie Murnock Mr. Jake Beamer
I. Call to Order
Chair Bendapudi read the roll. Having determined a quorum present, she called the meeting to order at 9:31 a.m.
Consent Agenda
Chair Bendapudi read the consent agenda as follows:
• Consent Agenda o Approval of Minutes, 10-23-2020 o From the Finance & Budget Committee, 1-15-2021 . Approval of 2021 Football Ticket Prices . Approval of 2022 Men’s Basketball Ticket Prices . Approval of Quasi-endowment Liquidations
Mr. Bufford made a motion, which Dr. Bradley seconded, to approve the consent agenda.
The motion passed.
Before advancing the agenda, the chair announced that she had a few comments to make, beginning with well-wishes for a happy new year.
Chair Bendapudi then notified the board that today is the birthday of Rev. Dr. Martin Luther King, Jr., and that Sunday, January 17, is the birthday of Louisville’s own Muhammad Ali. She reminded board members of UofL’s deep and abiding commitment to diversity, equity, and inclusion and discussed her ongoing conversations with former student athlete Butch Beard.
The chair concluded her comments by discussing the university’s plan to address institutional racism by creating a Cardinal Anti-Racist Agenda (CARA).
II. Report of the Athletic Director
AD Tyra reported that the COVID-19 pandemic has been challenging but student athlete academic performance has remained strong: overall GPA was 3.22; 433 student athletes qualified for the honor roll (3.0 or higher); 360 student athletes were recognized as Red and Black Scholars (3.25 or higher); and 84 student athletes achieved a 4.0. Mr. Tyra recognized Associate AD Marvin Mitchell and the academic support team at the Thornton’s Academic Center of Excellence for excellent work and outcomes related to adapting to online learning.
Page 25 of 27 Regarding capital projects, Mr. Tyra noted that the new southeast corridor dorm was named after former Men’s Basketball Head Coach Denny Crum and reported that the groundbreaking would occur soon. The AD also mentioned that the baseball and softball stadium seating upgrades have been completed, and that capital projects for track and field, golf, and baseball will be discussed with the board at a future meeting.
Mr. Tyra discussed with optimism his department’s financial performance during the pandemic, noting that UofL was one of the first universities to begin cost-saving measures.
AD Tyra praised the winning efforts of several teams including Men’s and Women’s Basketball, and Baseball.
Before concluding his report, the AD again discussed his department’s efforts to continue the conversation on social and racial justice in the city and nation recognizing the work of Athletics’ Diversity, Equity, and Inclusion Committee and the Strategically Organized Against Racism (SOAR) group.
The Chair joined the AD and fielded questions from board members.
Chair Bendapudi thanked the Mr. Tyra for his update.
III. Report of the Chair
Using the attached presentation, Chair Bendapudi provided a year-in-review and discussed the biggest wins of 2020. Highlights include:
• COVID-19 • Social justice issues • Financial challenges • Student successes • Research • Community engagement
Chair Bendapudi then fielded questions from the board.
IV. Adjournment
Having no other business to come before the board, Mr. Rechter made a motion, which Mr. Bufford seconded, to adjourn the meeting.
The motion passed and the meeting adjourned at 10:32 a.m.
Page 26 of 27 Approved by:
______Assistant Secretary
Page 27 of 27