Masonic Temple Association 233 Fulton Street East Grand Rapids, MI August 18, Brothers and Sisters of the Grand Rapids Masonic Center,

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1 Masonic Temple Association 233 Fulton Street East Grand Rapids, MI August 18, 2014 Brothers and Sisters of the Grand Rapids Masonic Center, The past 75+ days has seen your MTA receive two offers from potential buyers of our building. The Negotiations Steering Committee consisting of the MTA President, Secretary, Treasurer and Finance Committee Chairman have had eight face to face meetings with the potential buyers and additional phone and discussions. The building has been professionally appraised by Jeff Genzink of Genzink Appraisals specializing in downtown Grand Rapids commercial real estate. We have retained Mary Jane Rhoades of Rhoades McKee LLC, a law firm specializing in downtown Grand Rapids real estate sales. Negotiations require give and take by both sides and neither side gets everything they want, but strive to settle on a workable agreement advantageous to their particular organization. The Negotiations Steering Committee has sought the best possible terms for the Masonic membership to reach an agreement that would ensure the financial stability of each member organization for many future years. Giving up ownership of a building that has served us for 99 years is not an easy decision. However, continual decreasing Masonic membership and the financial realities of the commercial real estate market, continue to make ownership of this large building a very risky business proposition. The MTA Board of Trustees has attached for your information its current financial position and projection to the end of 2014 as well as a five year budget projection prepared by our accountant of 25 years. We continue to show the current vacant space in our office area, but so far we have been unable to lease the space and the loss of $97, of annual income as of this October, has put us in a position where we must consider asking the MTA Representatives to allow the MTA Trustees to take money from the principal of our endowment fund to pay our monthly bills. By nature, the MTA is a holding corporation for non-profit organizations, but may not withhold money for catastrophes. If extra costs occur, the member bodies must come up with the money. The MTA has regularly returned excess monies to the Masonic organizations in the form of rebates and assessment reductions. However, we now face a deficit and decisions such as an assessment increase, and/or other methods must be made on how to make up budget shortages. Please review the financial information prepared by our accountant as well as points of the potential Purchase Agreement before making your decision concerning the future of the building and our wonderful Grand Rapids Fraternity. Thank you for your time and interest in casting your vote today on this extremely important decision. Fraternally, The Masonic Temple Association Board of Trustees 1

2 M.T.A. Finance Committee Budget - Year Projected INCOME: 2014 Year-End Interest Income Interest Income-Endowment 9,000 15,000 Income-Member Bodies 68,495 68,495 Income-Additional Office Space 6,505 *included in office space Income-Office Space 524, ,566 Income-Room Rentals 25,500 25,500 TOTAL INCOME: 633, ,561 DISBURSEMENTS: Payroll Expenses 244, ,691 Social Security Expense 15,171 15,171 Medicare Expense 3,548 3,548 Unemployment Tax-Federal 1,600 1,600 Unemployment Tax-State 1,400 1,400 Employer-IRA Expense 7,380 7,380 Advertising 1,100 1,100 Cleaning Supplies 13,000 13,000 Electric-Power & Light 90,000 92,000 Electrical Supplies 4,429 4,429 Elevator Service 11,000 11,000 Federal Income Tax 0 0 Heating-Steam 60,000 69,000 Insurance-General 40,000 40,000 Insurance-Group 40,000 40,000 Medical Reimbursement 2,250 2,250 Interest Expense 2,000 2,000 Laundry Miscellaneous 3,310 3,310 Natural Gas 1,103 1,103 Office and Printing 5,000 5,000 Professional Services 4,000 13,300 *includes $4,000 legal fees Real Estate Taxes 70,000 69,100 *actual expense 2014 *includes $3,800 parking deck Repairs and Maintenance 31,000 34,800 project Rubbish Removal 3,500 3,500 Security Service 7,354 7,354 Snow Removal 4,500 5,800 Telephone 2,800 2,800 Water/Sewer Utilities 7,500 7,500 TOTAL EXPENSES: 678, ,909

3 OPERATING PROFIT/LOSS : -44,526-67,348 Principal Payment-Bank ,526-67,348 Centennial Celebration Fund 2,000 2,000 Capital Outlay 95,000 95,000 * actual to-date -141, ,348 (Page partially blank) 3

4 M.T.A. Budget Projection INCOME: Interest Income Interest Income-Endowment 9,000 9,000 9,000 9,000 9,000 9,000 Income-Member Bodies 68,495 68,495 68,495 68,495 68,495 68,495 Income - Additional Office Space 6,505 Income-Office Space 524, , , , , ,383 Income-Room Rentals 25,500 25,500 25,500 25,500 25,500 25,500 TOTAL INCOME: 633, , , , , ,378 DISBURSEMENTS: Payroll Expenses 244, , , , , ,287 Social Security Expense 15,171 15,550 16,017 16,497 16,992 17,502 Medicare Expense 3,548 3,637 3,746 3,858 3,974 4,093 Unemployment Tax-Federal 1,600 1,640 1,689 1,740 1,792 1,846 Unemployment Tax-State 1,400 1,435 1,478 1,522 1,568 1,615 Employer-IRA Expense 7,380 7,565 7,791 8,025 8,266 8,514 Advertising 1,100 1,128 1,161 1,196 1,232 1,269 Cleaning Supplies 13,000 13,325 13,725 14,136 14,561 14,997 Electric-Power & Light 90,000 92,250 95,018 97, , ,828 Electrical Supplies 4,429 4,540 4,676 4,816 4,961 5,110 Elevator Service 11,000 11,275 11,613 11,962 12,320 12,690 Federal Income Tax Heating-Steam 60,000 65,000 66,950 68,959 71,027 73,158 Insurance-General 40,000 41,000 42,230 43,497 44,802 46,146 Insurance-Group 40,000 41,000 42,230 43,497 44,802 46,146 Medical Reimbursement 2,250 2,250 2,250 2,250 2,250 2,250 Interest Expense 2,000 2,000 2,000 2,000 2,000 2,000 Laundry Miscellaneous 3,310 3,310 3,409 3,512 3,617 3,725 Natural Gas 1,103 1,103 1,136 1,170 1,205 1,241 Office and Printing 5,000 5,000 5,150 5,305 5,464 5,628 Professional Services 4,000 5,000 5,000 5,000 5,000 5,000 Real Estate Taxes 70,000 72,100 74,263 76,491 78,786 81,149 Repairs and Maintenance 31,000 40,000 41,200 42,436 43,709 45,020 Rubbish Removal 3,500 5,000 5,150 5,305 5,464 5,628 Security Service 7,354 7,354 7,575 7,802 8,036 8,277 Snow Removal 4,500 4,500 4,635 4,774 4,917 5,065 Telephone 2,800 2,800 2,884 2,971 3,060 3,151 Water/Sewer Utilities 7,500 7,500 7,725 7,957 8,195 8,441 TOTAL EXPENSES: 678, , , , , ,647 OPERATING PROFIT/LOSS : -44,526-81, , , , ,269 Principal Payment-Bank Capital outlay and fund 95,000 20,000 20,000 20,000 20,000 20, , , , , , ,269 4

5 Current MTA Financial Position Budget projections are prepared by our Accountant of 25 years budget is a deficit budget, passed by MTA in % current occupancy. 3. Budget requirements are met at 85% occupancy. 4. We averaged 98% occupancy for the previous 20 years. 5. Budget is prepared based upon 85% of expected income, 100% expected expenses. 6. If we exceed the 85% income budget with high occupancy the remaining money is used to fund capital outlay (major projects) and is spent only when the Finance Committee approves the amount to be spent on priority projects. 7. Any remaining money funds assessment rebates/reductions when available Capital Outlay for deferred building maintenance $95, (includes heat pump replacement, exterior stone replacement, parking lot surface repairs, ballroom improvements and Masonic area air conditioning. 9. Current balance of Endowment Fund is approximately $197, MTA Bylaws currently limit annual withdrawals from the Endowment Fund to 10% of principal. 11. Earnings from the Endowment Fund are being used to pay current expenses. 12. $69,348 net loss for 2014, without any major projects being completed. (deferred maintenance) 5

6 13. Declining membership in Masonic Organizations is expected to continue into 2015 and beyond. 14. Emergency repairs were made to the parking ramp in Deferred major projects will need to be addressed in future years. 16. Parking structure has year expected life. 17. Parking structure is now 43 years old. 18. Approximate replacement cost of parking structure is $2.5 million dollars. 19. Approximately six months of no parking within two blocks of the building for duration of the parking structure construction. 20. Two large office suites remain vacant and efforts to lease them continue % of all tenant office space leases expire in Budget projections for show continual annual losses. 6

7 If The Building Does Not Sell-Alternative Solutions 1. Successful leasing of all vacant space. 2. Successful continual renewal of expiring tenant leases. 3. Increase revenue. (Masonic assessments, tenant leases, room rentals) 4. Cut Expenses (Tenant services, Masonic services, personnel. 7

8 Grand Rapids Masonic Temple Value 1. Blanchard Appraisal appraised the building in 2000, at a value of $1.7 Million Dollars. 2. Genzink Appraisal appraised the building in 2014, at a value of $2.2 Million dollars. 3. Value of office space business, approximately $1 Million dollars. 4. Total value of building and business in 2014, is $3.2 Million dollars. Grand Master s Ruling Concerning Status of Current Grand Rapids MTA 1. Current MTA will be forced to dissolve upon close of sale of the building, satisfaction of all financial commitments, and submission and approval of financial report by the Grand Lodge of Michigan. 2. Proceeds from the sale of the building must be distributed to Owner member organizations based upon membership of each organization. 3. Each Masonic organization will be responsible for its own future and finances concerning housing. 8

9 Purchase Offer from Trillium LLC 1. Negotiation Steering Committee of MTA recommended and the MTA Board of Trustees approved the completion of negotiations and sale of the Masonic Temple building with Trillium Investments LLC. 2. Sale is contingent upon Masonic organizations approval of sale by September 15, The Trillium offer was recommended due to less risk of financial loss to the Masonic Organizations. 4. Purchasing entity is Trillium Investments, LLC. 5. Purchase price $5.8 Million dollars. 6. $50, Earnest Money Deposit, of which $10, becomes non-refundable after 90 days. 7. Purchaser to submit financial lender s commitment within 90 days of Sept. 15, Six (6) month due diligence period for buyer running from Sept. 15, Approximate closing date is March/April, Masonic entity to enter into a 1 year gross lease at $200,000 per/year. (Negotiated down from $300, per/year) 11. During the one year transition lease, the Masonic organizations will remain in their current spaces on the 3 rd, 4 th, 5 th and 6 th floors and the MTA will assist the organizations with their relocation plans. 12. Masonic organizations to vacate building within 12 months from March/April 2015 closing date for sale of building. 13. Grand Master s ruling concerning distribution of money would not allow us to continue leasing space in the building beyond one year. 9