2024-02-29T14:07:52-06:00 2023-06-30 882730877 CHERRY BEKAERT ADVISORY LLC 101 SOUTH 5TH STREET STE 2100 LOUISVILLE KY 40202 990 2022-07-01 311005850 THE KENTUCKY SCIENCE CENTER INC KENT 5025616100 727 WEST MAIN STREET LOUISVILLE KY 402022681 MICHAEL NORMAN CHIEF EXECUTIVE OFFICER 5025616100 2024-02-20 1 MICHAEL NORMAN 999009999 0 ANNAMARIE REILLY CPA P00431897 8885871719 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z MICHAEL NORMAN 727 WEST MAIN STREET LOUISVILLE KY 402022681 7062393 0 X WWW.KYSCIENCECENTER.ORG X 1980 KY ALREADY RECOGNIZED AS A LEADER IN INQUIRY-BASED LEARNING, KENTUCKY SCIENCE CENTER IS ADVANCING A STATEWIDE SCIENCE LITERACY CAMPAIGN TO ENCOURAGE PEOPLE OF ALL AGES TO EXPLORE SCIENCE IN EVERYDAY LIFE. ITS FLAGSHIP LOCATION ON LOUISVILLE, KY'S HISTORIC MUSEUM ROW, WELCOMES VISITORS FROM ACROSS THE GLOBE WITH 3 FLOORS OF INTERACTIVE EXHIBITS AND FILMS ON A 4-STORY SCREEN. WITH DAILY PROGRAMMING FOR CHILDREN, FAMILIES, AND ADULTS, THE SCIENCE CENTER PLAYS AN ONGOING ROLE IN THE REGION AS A RESOURCE FOR CAREGIVERS AND TEACHERS, A GATHERING PLACE FOR THE SCIENCE COMMUNITY, AND A CHOSEN SOURCE OF ENTERTAINMENT FOR ALL. 38 38 153 138 -8062 0 5143073 2457834 2772388 3695731 49708 137865 96045 147334 8061214 6438764 0 0 0 0 3232681 3794955 0 0 511383 2389591 2645922 5622272 6440877 2438942 -2113 8042924 8232323 1203773 1370466 6839151 6861857 X WE EXUDE A DO SCIENCE PHILOSOPHY. OUR MESSAGE IS SIMPLE: PLAY, TINKER, COLLABORATE, TEST, EXPERIMENT, GOOF UP, AND TRY AGAIN. WE DON'T CARE IF YOU GET THE RIGHT ANSWERS THE FIRST TIME OR EVER. WE WANT YOU TO BE ENDLESSLY CURIOUS ABOUT THE WORLD AROUND YOU. WE SERVE AS A NEUTRAL PLACE TO TALK ABOUT SCIENCE ISSUES THAT CAN BE EVOCATIVE.WE BELIEVE THAT SCIENCE MATTERS TO SOCIETY AND THAT SCIENCE LITERACY EMPOWERS COMMUNITIES TO WORK TOWARD A BETTER QUALITY OF LIFE FOR ALL. WE BELIEVE THAT SCIENCE MATTERS TO THE WORKFORCE BECAUSE PEOPLE WHO MASTER STEAM SKILLS ARE BEST PREPARED TO FACE THE OPPORTUNITIES AND CHALLENGES OF THE 21ST CENTURY. WE BELIEVE THAT SCIENCE MATTERS TO INDIVIDUALS AND FAMILIES BECAUSE CURIOSITY IS A CRITICAL SPRINGBOARD FOR EARLY LEARNERS AND FOR TEENS AND ADULTS LOOKING TO BETTER UNDERSTAND THEIR WORLD.AT KENTUCKY SCIENCE CENTER, SCIENCE MATTERS BECAUSE WE MAKE IT PERSONAL, FUN, PARTICIPATORY, AND RELEVANT. WE ARE AMBASSADORS OF SCIENTIFIC VALUES. 0 0 2788879 2112097 EXHIBITS & FLAGSHIP - THE KENTUCKY SCIENCE CENTER WAS NAMED THE STATE SCIENCE CENTER OF KENTUCKY BY THE KENTUCKY GENERAL ASSEMBLY IN 2002 AND ACTIVELY SERVES INDIVIDUALS THROUGHOUT THE COMMONWEALTH AND INDIANA. IN 2023, KENTUCKY SCIENCE CENTER IMPACTED 100% OF KENTUCKY COUNTIES AND 95% OF INDIANA COUNTIES. IT IS THE LARGEST HANDS-ON SCIENCE CENTER IN KENTUCKY WITH INTERACTIVE EXHIBITS AND ACTIVITY STATIONS, A FOUR-STORY THEATER, TEACHING LABORATORIES, ON- AND OFF-SITE EDUCATIONAL PROGRAMS, PULSE OF SURGERY (OPEN HEART SURGERY) PROGRAM, AND DISTANCE LEARNING CAPABILITIES. THE KENTUCKY SCIENCE CENTER FEATURES INTERACTIVE EXHIBITS AND ENGAGING PROGRAMS THAT BENEFIT FAMILIES, ADULTS, SCHOOLS, AND BUSINESSES. 248124 168071 FOUR-STORY THEATER - KENTUCKY SCIENCE CENTER OFFERS A LARGE-FORMAT THEATER EXPERIENCE WITH A SCREEN THAT EXTENDS FOUR STORIES HIGH. THIS TRULY IMMERSIVE THEATER IS PROGRAMMED TO OFFER AN ARRAY OF FILMS THAT ARE BOTH EDUCATIONAL AND ENTERTAINING, TAKING VISITORS TO WORLDS THEY WOULD NOT OTHERWISE EXPERIENCE IN FULLY UNIQUE AND UNIMAGINABLE WAYS. 1990508 1113303 EDUCATION: SCHOOL FIELD TRIPS - KENTUCKY SCIENCE CENTER SERVES STUDENTS AND TEACHERS FROM ACROSS KENTUCKY AND INDIANA THROUGH SCHOOL FIELD TRIPS, DISTANCE LEARNING, AND EDUCATIONAL VAN PROGRAMS. THE ORGANIZATION BOASTS 6 LAB SPACES AND 5 CLASSROOMS EQUIPPED FOR HANDS-ON PARTICIPATION THAT CAN BE USED FOR STUDENT WORKSHOPS, TEACHER TRAINING, PARENT MENTORING, AND EDUCATIONAL SUMMER ENRICHMENT. PROGRAMS FOR STUDENTS AND TEACHERS CORRESPOND TO THE CORE CURRICULUM AREAS OF NEXT GENERATION SCIENCE STANDARDS TO SUPPORT 21ST CENTURY LEARNING SKILLS AND ARE COMPLEMENTED BY VISITS TO OUR PERMANENT EXHIBITION GALLERIES AND/OR VIEWINGS OF LARGE FORMAT FILMS. EARLY CHILDHOOD - KENTUCKY SCIENCE CENTER ENGAGES WITH CHILDREN AGES 0-8 AND THEIR PARENTS, CAREGIVERS, AND TEACHERS THROUGH A WEB OF SERVICES THAT INCLUDE ADULT/CHILD LEARNING EXPERIENCES, PARENT TRAININGS AND RESOURCES, TEACHER TRAININGS AND RESOURCES, MENTORING, NETWORKING AND COMMUNITY COLLABORATIONS. THESE PROGRAMS ARE ANCHORED BY THE SCIENCE CENTER'S EARLY CHILDHOOD EXHIBIT, "SCIENCE IN PLAY". IN ADDITION, THE TRAVELING EXHIBIT, "SCIENCE IN PLAY2GO" TRAVELS TO KENTUCKY LIBRARIES, SERVING 3-MONTH RESIDENCIES THAT GIVE FAMILIES THROUGHOUT THE COMMONWEALTH THE CHANCE TO EXPERIENCE HIGH QUALITY SCIENCE LITERACY EXPERIENCES IN THEIR LOCAL COMMUNITIES.EDUCATIONAL OUTREACH AND COMMUNITY PARTNERSHIPS - KENTUCKY SCIENCE CENTER ACTS AS A CATALYST FOR IMPROVED SCIENCE LITERACY ACROSS THE STATE BY OFFERING EVENTS AND ACTIVITIES AT OUR FLAGSHIP FACILITY AS WELL AS AT FESTIVALS, EVENTS, BUSINESSES, SCHOOLS AND OTHER PARTNER LOCATIONS. WE AFFILIATE WITH AN ECLECTIC ARRAY OF PARTNERS AND COLLABORATORS TO PROMOTE OUR SCIENCE LITERACY MISSION AND CURRENTLY BOAST TWO TRAVELING OUTREACH PROGRAMS FOR SCHOOLS. CAMPS/WORKSHOPS/SPECIAL EVENTS - SCIENCE LEARNING OUTSIDE THE CLASSROOM HAPPENS BOTH ON-SITE AT KENTUCKY SCIENCE CENTER AND THROUGHOUT THE REGION THROUGH PROGRAMS DESIGNED TO EXCITE AND ENGAGE YOUNG LEARNERS. THESE INCLUDE SCOUT PROGRAMS, FAMILY SCIENCE NIGHTS, AND SEASONAL SCHOOL'S OUT SCIENCE CAMPS THAT ARE POWERFUL OPPORTUNITIES TO BRING SCIENCE TO LIFE IN REAL, EXCITING AND NON-FORMAL WAYS. 5027511 1 1 0 1 0 0 0 1 0 1 1 0 0 0 1 1 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 14 0 1 153 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 38 38 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 KY X MICHAEL NORMAN 5025607174 727 WEST MAIN STREET LOUISVILLE KY 402022681 MICHAEL NORMAN CHIEF EXECUTIVE OFFICER 40.00 X 204716 0 19590 JOANNA HAAS CHIEF CREATIVE OFFICER 40.00 X 172005 0 6104 REBECCA BAIRD CHIEF FINANCIAL OFFICER 40.00 X 92990 0 12414 AARON BUTLER NON-COMPENSATED BOARD 1.00 X 0 0 0 ABBY PIPER NON-COMPENSATED BOARD 1.00 X 0 0 0 ANDREA WILSON NON-COMPENSATED BOARD 1.00 X 0 0 0 BECKY JOHNSON NON-COMPENSATED BOARD 1.00 X 0 0 0 BEN MALPHRUS NON-COMPENSATED BOARD 1.00 X 0 0 0 BILL SEIFRIT NON-COMPENSATED BOARD 1.00 X 0 0 0 BLAKE HENRY NON-COMPENSATED BOARD 1.00 X 0 0 0 CARMEN MORENO-RIVERA NON-COMPENSATED BOARD 1.00 X 0 0 0 CHRIS TEELEY NON-COMPENSATED BOARD 1.00 X 0 0 0 CRAIG MOONEY NON-COMPENSATED BOARD 1.00 X 0 0 0 DEREK BLAND NON-COMPENSATED BOARD 1.00 X 0 0 0 DERRICK MILLER NON-COMPENSATED BOARD 1.00 X 0 0 0 GRACIE BECHT NON-COMPENSATED BOARD 1.00 X 0 0 0 HARMONY LITTLE NON-COMPENSATED BOARD 1.00 X 0 0 0 HEIDI KONYNENBELT NON-COMPENSATED BOARD 1.00 X 0 0 0 JAMES HIGDON NON-COMPENSATED BOARD 1.00 X 0 0 0 JODY CLASEY NON-COMPENSATED BOARD 1.00 X 0 0 0 JOHN RILEY NON-COMPENSATED BOARD 1.00 X 0 0 0 KEITH HAMILTON NON-COMPENSATED BOARD 1.00 X 0 0 0 KRISTIN COOK NON-COMPENSATED BOARD 1.00 X 0 0 0 LINDA STONE NON-COMPENSATED BOARD 1.00 X 0 0 0 LYNETTE BREEDLOVE NON-COMPENSATED BOARD 1.00 X 0 0 0 MICHAEL SHAFFER NON-COMPENSATED BOARD 1.00 X 0 0 0 NORMAN SEAWRIGHT NON-COMPENSATED BOARD 1.00 X 0 0 0 PAUL DEMARCO JR NON-COMPENSATED BOARD 1.00 X 0 0 0 RON VONDERHAAR NON-COMPENSATED BOARD 1.00 X 0 0 0 RYAN SAXTON NON-COMPENSATED BOARD 1.00 X 0 0 0 SAM ELLINGTON NON-COMPENSATED BOARD 1.00 X 0 0 0 SIBUSISO NGUBENI NON-COMPENSATED BOARD 1.00 X 0 0 0 STEVE GRUND NON-COMPENSATED BOARD 1.00 X 0 0 0 TERRI WHOBREY NON-COMPENSATED BOARD 1.00 X 0 0 0 THOMAS GRAY JR NON-COMPENSATED BOARD 1.00 X 0 0 0 VEENA REDDY NON-COMPENSATED BOARD 1.00 X 0 0 0 DAVID TANDY CHAIR 1.00 X X 0 0 0 GIAVONNE RONDO VICE CHAIR 1.00 X X 0 0 0 MELISSA WHITEHEAD GENERAL COUNSEL/SECRETARY 1.00 X X 0 0 0 TOM FERREE TREASURER 1.00 X X 0 0 0 JOHN OUSEPH IMMEDIATE PAST CHAIR 1.00 X X 0 0 0 469711 0 38108 2 0 1 0 ROTO GROUP LLC 7001 DISCOVERY BLVD DUBLIN OH 43017 EXHIBIT DESIGN AND CONSTRUCTION 850975 AETNA ATALIAN 417 FIFTH AVENUE 9TH FLOOR NEW YORK NY 10016 BUILDING MAINTENANCE 184178 2 132147 1812500 513187 2457834 ADMISSIONS 900099 1234903 1225865 9038 GROUPS AND PROGRAMS 900099 1205022 1205022 MEMBERSHIP 900099 806161 806161 PARKING 900099 441709 441709 EXHIBIT DESIGN/PRODUCT 900099 7936 7936 3695731 82413 82413 246175 225876 20299 20299 -17100 37399 260309 204857 55452 55452 55452 22375 132147 75023 -52648 -52648 12653 1373 11280 11280 264987 116500 148487 148487 OTHER INCOME 900099 19916 19916 19916 6438764 3393471 -8062 595521 338819 66842 182854 89123 2924912 2379767 242237 302908 37560 32315 521 4724 241324 193329 20444 27551 252340 191987 32404 27949 33800 33800 15000 15000 5120 5120 443357 373589 56936 12832 242197 242197 194609 47599 121423 25587 61738 44563 4113 13062 587104 537474 49630 28222 26865 1275 82 11986 11986 694082 635946 58136 41958 6789 35169 EDUCATIONAL SUPPLIES 148639 148639 THEATER FILM FEES 74765 74765 MISCELLANEOUS EXPENSE 62614 24114 30935 7565 GIFT SHOP 731 731 6440877 5027511 901983 511383 249953 1661 3342027 2191213 722692 527237 472933 416204 56655 54810 54873 53477 24032236 19773976 2491372 4258260 644414 725349 8005 4112 8042924 8232323 590325 549893 605443 816461 8005 4112 1203773 1370466 X 4120440 5935431 2718711 926426 6839151 6861857 8042924 8232323 -2113 24819 0 X X 0 1 X 1 0 X 1671117 1632699 3348378 5143073 2457834 14253101 1671117 1632699 3348378 5143073 2457834 14253101 462116 13790985 198336 134170 66046 76666 119812 595030 514155 377084 189327 341791 461625 1883982 16732113 13167190 0.82420 0.79050 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2018 AMOUNT: $ 24,230. 2019 AMOUNT: $ 19,980. 2020 AMOUNT: $ 3,451. 2021 AMOUNT: $ 7,259. 2022 AMOUNT: $ 19,916. PARKING - 2018 AMOUNT: $ 489,925. 2019 AMOUNT: $ 357,104. 2020 AMOUNT: $ 185,876. 2021 AMOUNT: $ 334,532. 2022 AMOUNT: $ 441,709. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 1 0 0 0 0 1 15000 0 0 15000 0 PART II-B, LINE 1: THE CONSULTANT'S EFFORTS WILL FOCUS ON SECURING STATE FUNDING FOR THE KENTUCKY SCIENCE CENTER ON AN ANNUAL BASIS. THE CONSULTANT WILL ALSO WORK TO RAISE AWARENESS AND PUBLIC SUPPORT OF THE KENTUCKY SCIENCE CENTER AMONG KEY STATE LEADERS AND STAKEHOLDERS. X 0 651215 5000 87372 743587 795279 5000 -149064 651215 670059 5000 190220 70000 795279 630556 3000 36503 670059 587493 3000 40063 630556 0.02360 0.97640 0.00000 0 0 6321706 5837344 484362 695365 668811 26554 17015165 13267821 3747344 4258260 OPERATING LEASE LIABILITIES 4112 4112 X 6812682 24819 10470 343749 379038 6433644 5120 5120 6438764 6789976 10470 343749 354219 6435757 5120 5120 6440877 PART III, LINE 1A: IN ACCORDANCE WITH THE ASC, KSC DOES NOT CAPITALIZE DONATED OR PURCHASED COLLECTIONS. SUCH COLLECTIONS CONSIST ENTIRELY OF HISTORICAL ARTIFACTS, SCIENTIFIC SPECIMENS, AND ART OBJECTS. SUCH DONATIONS AND ACQUISITIONS NEED NOT BE RECOGNIZED SINCE THEY ARE ADDED TO COLLECTIONS THAT ARE HELD FOR PUBLIC EXHIBITION, EDUCATION, AND RESEARCH PURPOSES IN FURTHERANCE OF PUBLIC SERVICE RATHER THAN FINANCIAL GAIN; ARE PROTECTED, KEPT UNENCUMBERED, CARED FOR, AND PRESERVED; AND ARE SUBJECT TO A POLICY THAT REQUIRES THE PROCEEDS FROM SALES OF COLLECTION ITEMS TO BE USED TO ACQUIRE OTHER ITEMS FOR COLLECTIONS OR FOR COLLECTION MAINTENANCE. PURCHASES OF COLLECTION ITEMS ARE RECORDED AS DECREASES IN NET ASSETS WITHOUT DONOR RESTRICTIONS IN THE YEAR IN WHICH THE ITEMS ARE ACQUIRED OR AS NET ASSETS WITH DONOR RESTRICTIONS IF THE ASSETS USED TO PURCHASE THE ITEMS ARE RESTRICTED BY DONORS. PROCEEDS FROM DEACCESSIONS OR INSURANCE RECOVERIES ARE REFLECTED AS INCREASES IN THE APPROPRIATE NET ASSET CLASSES. THE VALUE OF THE COLLECTION IS INDETERMINABLE AS OF JUNE 30, 2023 AND 2022. PART III, LINE 4: THE ORGANIZATION HAS COLLECTIONS THAT INCLUDE A MINERAL COLLECTION, A MUMMY, STUFFED ANIMALS AND VARIOUS ITEMS THAT WERE ONCE PART OF THE NATURAL HISTORY MUSEUM. WE INCORPORATE THESE ITEMS INTO THE INTERACTIVE EXHIBIT GALLERY TO WHICH THEY PERTAIN. PART V, LINE 4: THE ORGANIZATION'S ENDOWMENT CONSISTS OF TWO DONOR-RESTRICTED FUNDS AND ONE BOARD DESIGNATED FUND ESTABLISHED TO FUND EXHIBIT REPAIRS AND OPERATIONS. PART X, LINE 2: KSC HAS RECEIVED A DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICE INDICATING THAT IT QUALIFIES AS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, NO INCOME TAXES HAVE BEEN PROVIDED IN THE ACCOMPANYING FINANCIAL STATEMENTS. KSC RECOGNIZES UNCERTAIN INCOME TAX POSITIONS USING THE MORE-LIKELY-THAN-NOT APPROACH AS DEFINED IN THE ASC. NO LIABILITY FOR UNCERTAIN TAX POSITIONS HAS BEEN RECORDED IN THE ACCOMPANYING FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 225,876. COST OF GOODS SOLD 116,500. GAMING EXPENSES 1,373. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 116,500. RENTAL EXPENSES 225,876. GAMING EXPENSES 1,373. ANNUAL FUNDRAISING EVENT 154522 132147 22375 20138 1400 53485 154522 132147 22375 20138 1400 53485 75023 -52648 X X X 0 0 0 0 0 0 0 1 0 MICHAEL NORMAN CHIEF EXECUTIVE OFFICER 194716 0 10000 0 0 0 6288 0 13302 0 224306 0 0 0 JOANNA HAAS CHIEF CREATIVE OFFICER 142005 0 30000 0 0 0 745 0 5359 0 178109 0 0 0 PART I, LINE 7 PER THE CHIEF EXECUTIVE OFFICER'S EMPLOYMENT AGREEMENT, THE CEO RECEIVED A BONUS FOR SUCCESSFUL COMPLETION OF A THREE YEAR STRATEGIC PLAN AS APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. PER THE CHIEF CREATIVE OFFICER'S EMPLOYMENT AGREEMENT, THE CCO RECEIVED A BONUS FOR SUCCESSFUL COMPLETION OF THE EMPLOYMENT AGREEMENT AS APPROVED BY THE CEO, CHAIRMAN OF THE BOARD OF DIRECTORS, AND IMMEDIATE PAST CHAIRMAN OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B COPY IS PROVIDED TO THE BOARD PRIOR TO FILING. THIS IS AFTER REVIEW AND APPROVAL BY THE FINANCE AND AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C ALL DIRECTORS APPOINTED BY THE LOUISVILLE METRO MAYOR ARE SUBJECT TO THE LOUISVILLE METRO CODE OF ETHICS FOUND IN MCO 21.01 - 21.99. DIRECTORS ARE EXPECTED TO COMPLY WITH ALL ASPECTS OF THE CODE OF ETHICS, INCLUDING AVOIDANCE OF CONFLICTS OF INTEREST AND ANNUAL FINANCIAL DISCLOSURES. ISSUES ARE DIRECTED TO THE LOUISVILLE METRO ETHICS COMMISSION FOR REVIEW AND RESOLUTION. DIRECTORS ARE EXPECTED TO COMPLY WITH COMMISSION RULINGS. FORM 990, PART VI, SECTION B, LINE 15A THE CHIEF EXECUTIVE OFFICER'S SALARY WAS DETERMINED AT THE TIME OF HIRE BY THE OFFICERS OF THE BOARD OF DIRECTORS AND HUMAN RESOURCES COMMITTEE CHAIR. THEIR REVIEW INCLUDED MARKET SURVEYS AND COMPARABILITY DATA OF OTHER NON-PROFIT CEO SALARIES. THE CEO'S EMPLOYMENT AGREEMENT WAS APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 FINANCIAL STATEMENTS, GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE ON FILE AT SITE AND ARE AVAILABLE UPON REQUEST. FORM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGED FROM PRIOR YEAR. THE ORGANIZATION CONTINUES TO MAINTAIN AN AUDIT AND FINANCE COMMITTEE COMPRISED EXCLUSIVELY OF DIRECTORS WHO SELECT THE INDEPENDENT ACCOUNTANT. THE COMMITTEE MEETS WITH THE INDEPENDENT AUDITOR PRIOR TO AND AT THE CONCLUSION OF THE ANNUAL AUDIT, WHICH MAY INCLUDE AN EXECUTIVE SESSION WITHOUT MANAGEMENT IN ATTENDANCE.