2024-11-11T17:36:50-06:00 2023-12-31 991856619 GRANT THORNTON ADVISORS LLC 171 N CLARK ST STE 200 CHICAGO IL 60601 990 2023-01-01 202363373 OTR HOLDINGS INC OTRH 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 TIMOTHY SZILASI SR. VP and CFO 5136214400 2024-11-11 1 0 BRIDGET ROCHE P00666837 3128560200 2023 2024-10-15 13:58:12Z TIMOTHY SZILASI 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 909291 0 X N/A X 2004 OH TO STRENGTHEN THE CORE ASSETS OF DOWNTOWN CINCINNATI, CREATE GREAT CIVIC SPACES, (CONTINUED ON SCH O) HIGH DENSITY/MIXED-USE DEVELOPMENTS, AND PRESERVE HISTORIC STRUCTURES. 2 1 0 1 0 0 0 771111 0 0 -389670 -456984 192000 0 -197670 314127 0 487171 0 0 0 0 0 0 0 58275 25000 58275 512171 -255945 -198044 23689274 25278197 29051153 30838120 -5361879 -5559923 OTR HOLDINGS, INC. (OTR) WAS FORMED BY CINCINNATI CENTER CITY DEVELOPMENT CORPORATION (3CDC), A 501(C)(3) ENTITY, TO HOLD TITLE TO REAL PROPERTY AND IMPROVEMENTS AND TO TRANSFER THE NET INCOME FROM THE PROPERTY TO 3CDC. 0 0 THE ORGANIZATION CONTINUED TO IDENTIFY BUILDINGS AND PROPERTY IN TARGET AREAS WITH THE POTENTIAL FOR POSITIVE FUTURE REDEVELOPMENT AND PURCHASED BUILDINGS AND VACANT PROPERTY FOR FUTURE REDEVELOPMENT. THE PROPERTY IS MAINTAINED AND DOES NOT SUFFER FURTHER DETERIORATION BEFORE REDEVELOPMENT CAN BEGIN. THE ORGANIZATION ALSO CREATED VIABLE PROJECTS BY IDENTIFYING POTENTIAL REDEVELOPMENT THAT COMPLIMENT THE CONDITION, SIZE AND HISTORY OF THE BUILDINGS AS WELL AS THE NEEDS OF THE COMMUNITY. 0 1 0 0 0 0 0 0 0 0 0 1 1 0 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 32 0 1 0 0 0 0 0 0 0 0 0 X 2 1 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X TIMOTHY SZILASI 5136214400 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 STEPHEN G LEEPER PRESIDENT and CEO 5.00 45.00 X X 0 554870 35325 SHAILESH JEJURIKAR CHAIR 1.00 1.00 X X 0 0 0 ADAM GELTER EVP, DEVELOPMENT 5.00 45.00 X 0 332093 58751 TIMOTHY SZILASI SECY., TREAS., SR. VP and CFO 5.00 45.00 X 0 300541 53177 LANN FIELD VP DEVELOPMENT 5.00 45.00 X 0 176571 19752 0 1364075 167005 0 0 1 0 0 75000 696111 771111 138180 595164 -456984 -456984 -456984 314127 0 0 -456984 487171 REAL ESTATE DEVELOPMENT 25000 512171 186492 55336 989968 2621033 0 0 -2 0 0 0 18330889 19529088 4181927 3072740 23689274 25278197 5019778 5106031 4778280 5207213 19211657 20524876 41438 0 29051153 30838120 X -5361879 -5559923 -5361879 -5559923 23689274 25278197 -198044 0 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 VACANT BUILDINGS AND LOTS 19529088 C 19529088 DEFERRED LOSS ON SALE 1910730 PREACQUISITION COSTS 1162010 3072740 X PART X, LINE 2: UNCERTAIN TAX POSITIONS 3CDC AND OTR, A WHOLLY OWNED SUBSIDIARY, ARE EXEMPT FROM FEDERAL INCOME TAX UNDER THE APPLICABLE INTERNAL REVENUE CODE (THE CODE) SECTION, THOUGH IT IS SUBJECT TO TAX ON INCOME UNRELATED TO ITS EXEMPT PURPOSE, UNLESS THAT INCOME IS OTHERWISE EXCLUDED BY THE CODE. 3CDC AND OTR ARE, LIKEWISE, EXEMPT FROM OHIO INCOME TAX UNDER COMPARABLE STATE STATUTES. 3CDC DERIVES REVENUES FROM AN UNRELATED TRADE OR BUSINESS AND FILES A FEDERAL FORM 990-T AND A CINCINNATI BUSINESS TAX RETURN TO PAY ITS ASSOCIATED TAX LIABILITIES. 3CDC IS CURRENTLY OPERATING AT A LOSS, THEREFORE THE CALCULATED INCOME TAX PROVISION IS IMMATERIAL AND NO PROVISION IS RECORDED IN THE FINANCIAL STATEMENTS. 3CDC HAS CREATED NUMEROUS SINGLE MEMBER LIMITED LIABILITY COMPANIES TO CARRY OUT ITS MISSION WHICH ARE DISREGARDED FOR FEDERAL TAX PURPOSES. 3CDC IS THE SOLE MEMBER, THEREFOE, THE TRANSACTIONS OF THESE ENTITIES ARE REPORTED TO THE INTERNAL REVENUE SERVICE ON 3CDC'S TAX RETURN. OTR HAS CREATED A SINGLE MEMEBER LIMITED LIABILITY COMPANY TO CARRY OUT ITS MISSION. THAT ENTITY IS DISREGARDED FOR FEDERAL TAX PURPOSES. OTR IS THE SOLE MEMBER, THEREFORE, THE TRANSACTIONS OF THE ENTITY ARE REPORTED TO THE INTERNAL REVENUE SERVICE ON OTR'S TAX RETURN. VARIOUS LIMITED LIABILITY COMPANIES HAVE BEEN CREATED AS PART OF NEW MARKETS TAX CREDIT (NMTC) FINANCING STRUCTURES AND ARE PARTNERSHIPS FOR FEDERAL TAX PURPOSES WHERE 3CDC IS THE MAJORITY MEMBER AND RELATED AND UNRELATED PARTIES ARE THE NON-CONTROLLING MEMBERS. AS PART OF VARIOUS HISTORIC TAX CREDIT (HTC) FINANCING STRUCTURES, ANOTHER WHOLLY OWNED SUBSIDIARY (HTC MANAGER) IS A NOT-FOR-PROFIT ORGANIZATION CREATED AS THE MANAGING MEMBER OF SEVERAL PARTIALLY OWNED ENTITIES (INDIVIDUALLY AND COLLECTIVELY, HTC MT) WHICH OWN A LEASEHOLD INTEREST IN DEPRECIABLE, TANGIBLE PROPERTY AND THAT HAVE AT LEAST ONE MEMBER THAT IS NOT A TAX-EXEMPT ENTITY. THE ORGANIZATION ELECTED NOT TO BE TREATED AS A TAX-EXEMPT ENTITY FOR PURPOSES OF SECTIONS 168(H) (5) AND (6) OF THE CODE. BY THIS ELECTION, ANY GAIN RECOGNIZED BY THE DISPOSITION OF AN INTEREST IN THE HTC MANAGER OR ANY DIVIDENDS PAID TO 3CDC SHALL BE TREATED AS UNRELATED BUSINESS TAXABLE INCOME UNDER SECTION 511 OF THE CODE. 3CDC DID NOT DISPOSE OF ANY INTEREST IN THE HTC MANAGER AND NO DIVIDENDS WERE PAID TO 3CDC FOR THE YEARS ENDING DECEMBER 31, 2022 AND 2021. HTC MANAGER HAS CREATED VARIOUS LIMITED LIABILITY COMPANIES TO CARRY OUT ITS MISSION. 3CDC AND OTR FOLLOW GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS "MORE-LIKELY-THAN-NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSITION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAY BE CHALLENGED. 3CDC AND OTR HAVE PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX-EXEMPT STATUS; TO IDENTIFY AND REPORT UNRELATED INCOME; TO DETERMINE ITS FILLING AND TAX OBLIGATIONS IN JURISDICTIONS FOR WHICH ITS HAS NEXUS; AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. 3CDC HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS FOR THE YEAR ENDING DECEMBER 31, 2023 AND 2022. 1 CINCINNATI CENTER CITY DEVELOPMENT CORP 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 200446324 501(C)(3) 487171 0 GENERAL SUPPORT 1 0 PART I, LINE 2: PROCESS FOR MONITORING THE USE OF GRANT FUNDS IN THE U.S. OTR'S BOARD APPROVES THE ANNUAL BUDGET EACH YEAR, FOR WHICH AN ALLOCATION OF FUNDS IS SET ASIDE FOR CONTRIBUTIONS AND DONATIONS TO VARIOUS ORGANIZATIONS. OTR ALSO HAS AN INTERNAL COMMITTEE, MADE UP OF MANAGERS AND SENIOR MANAGERS, THAT REVIEWS AND APPROVES OR DENIES EACH INDIVIDUAL CONTRIBUTION REQUEST. 0 1 0 STEPHEN G LEEPER PRESIDENT and CEO 0 429263 0 107057 0 18550 0 17250 0 18075 0 590195 0 0 ADAM GELTER EVP, DEVELOPMENT 0 308464 0 21000 0 2629 0 38878 0 19873 0 390844 0 0 TIMOTHY SZILASI SECY., TREAS., SR. VP and CFO 0 277286 0 16800 0 6455 0 47304 0 5873 0 353718 0 0 LANN FIELD VP DEVELOPMENT 0 160982 0 15000 0 589 0 8479 0 11273 0 196323 0 0 PART I, LINE 3 METHODS FOR DETERMINING COMPENSATION OTR DOES NOT HAVE PAID EMPLOYEES; COMPENSATION FOR ITS OFFICERS AND KEY EMPLOYEES IS PAID BY A RELATED ENTITY, 3CDC, WHICH UNDERGOES A THOROUGH REVIEW BY ITS EXECUTIVE COMMITTEE AND FOLLOWS PROCEDURES TO ESTABLISH THE 'REBUTTABLE PRESUMPTION OF REASONABLENESS" DESCRIBED IN THE INCOME TAX REGULATIONS IN DETERMING EXECUTIVE COMPENSATION.THE COMMITTEE USES A COMPENSATION COMMITTEE, COMPARABILITY DATA, COMPENSATION STUDIES AND IS APPROVED BY THE BOARD. PART 1, LINE 4B: NON-QUALIFIED RETIREMENT PLAN THE FOLLOWING INDIVIDUALS PARTICIPATE IN A 457(F) NON-QUALIFED RETIREMENT PLAN. CONTRIBUTIONS MADE TO THE PLAN ARE INCLUDED ON SCHEDULE J, PART II, COLUMN C AS FOLLOWS: FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS THE SOLE MEMBER IS CINCINNATI CENTER CITY DEVELOPMENT CORPORATION (3CDC). FORM 990, PART VI, SECTION A, LINE 7A POWER TO ELECT OR APPOINT MEMBERS OF THE GOVERNING BODY 3CDC, AS OTR'S SOLE CORPORATE MEMBER, IS AUTHORIZED BY THE OTR BYLAWS, TO APPROVE ITS BOARD OF DIRECTORS. THE CODE OF REGULATIONS DO NOT SUBJECT OTR TO 3CDC'S APPROVAL. HOWEVER, GENERALLY 3CDC BOARD APPROVES DISPOSITION OF ASSETS AND HAS, IN LIMITED CASES, APPROVED ACQUISITIONS. FORM 990, PART VI, SECTION A, LINE 7B DECISIONS SUBJECT TO APPROVAL 3CDC'S BOARD, AS OTR'S SOLE CORPORATE MEMBER, GENERALLY APPROVES DISPOSITION OF ASSETS AND HAS, IN LIMITED CASES, APPROVED ACQUISITIONS. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS THE IRS FORM 990 IS PREPARED BY A NATIONAL EXTERNAL PUBLIC ACCOUNTING FIRM IN CONJUNCTION WITH MANAGEMENT. IT IS THEN DETAIL REVIEWED BY THE DIRECTOR OF OTR, THE CFO AND SENIOR ACCOUNTING TEAM PRIOR TO FILING WITH THE IRS. A COMPLETE COPY OF THE FORM 990 IS PROVIDED TO THE GOVERNING BOARD PRIOR TO FILING THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY MONITORING AND ENFORCEMENT THE CONFLICT OF INTEREST POLICY IS VERBALLY DISCUSSED AT REGULAR STAFF MEETINGS. EACH YEAR ALL OFFICERS, DIRECTORS AND EMPLOYEES ARE REQUIRED TO FILL OUT A CONFLICT OF INTEREST (COI) DISCLOSURE FORM (ALTERNATIVE YEARS A RECONFIRMATION OF PRIOR YEAR). THE FORM IS REVIEWED AND SUMMARIZED INTERNALLY AND SUBMITTED TO THE ORGANIZATION'S GENERAL COUNSEL FOR REVIEW AND DISCLOSURE TO EXECUTIVE COMMITTEE, IF NECESSARY. ANY ACTION TAKEN BY THE BOARD OR COMMITTEE THAT HAS A COI OF AN EMPLOYEE, DIRECTOR OR OFFICER IS DISCLOSED PRIOR TO PASSAGE AND THE INDIVIDUAL IS REQUESTED TO LEAVE THE ROOM DURING THE DISCUSSION AND VOTE. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION ALL COMPENSATION FOR OFFICERS/DIRECTORS/KEY EMPLOYEES IS PAID BY RELATED ORGANIZATION, 3CDC. INDIVIDUALS PROVIDE THEIR TIME TO OTR; HOWEVER, THEIR COMPENSATION IS NOT SPLIT, NOR CHARGED BACK, BETWEEN THE ORGANIZATIONS DUE TO THE DE MINIMUS AMOUNTS. OTR RELIED ON 3CDC TO REVIEW THIS INFORMATION FOR ALL COMPENSATION PAID. FORM 990, PART VI, SECTION C, LINE 19 HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC THE ORGANIZATION'S ARTICLES OF INCORPORATION, CONSTITUTION, BYLAWS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. ELM STREET ACQUISITIONS LLC 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 383859201 HOLDING CO. OH 0 0 OTR CINCINNATI CENTER CITY DEVELOPMENT CORP 1203 WALNUT STREET 4TH FLOOR CINCINNATI OH 45202 200446324 DEVELOP CORP OH 501(C)(3) LINE 7 N/A 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0