REHOBOTH BEACH FILM SOCIETY 2013 ANNUAL REPORT

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REHOBOTH BEACH FILM SOCIETY 2013 ANNUAL REPORT I. MISSION AND ORGANIZATION. The mission of the Rehoboth Beach Film Society (RBFS) is to promote the art of film and, through outreach initiatives, to entertain, educate, and enrich the cultural life of local and extended communities. RBFS was organized in 1997 in response to the community s desire to see alternate forms of the cinematic arts rather than mainstream, blockbuster films. RBFS, located in Sussex County, Delaware, strives to educate and enhance the public s understanding of independent cinema, and through the art of film, bridge cultures by revealing the universality of the human experience. In fulfilling its mission, RBFS offers a variety of film programs reaching a broad scope of diverse audiences throughout the year. RBFS s major annual event is the award-winning Rehoboth Beach Independent Film Festival, a multi-day event presenting approximately 100 of the best American and international independent films including features, documentaries and shorts. In some years the Festival has also hosted seminars, a student film series, and a Children s Cinema Corner. The Festival has developed into a major, Mid-Atlantic event, thereby stimulating an economic boost to the local business economy during the area s slower late-fall season. As of December 31, 2013, RBFS membership included 1,403 individuals who reside in fifteen states. The 2013 Film Festival set a new record for ticket sales of 19,133. More than 24,883 individuals attended the Film Society s year-round programs and events in 2013. Situated in a popular coastal area, RBFS s activities are available to more than five million annual visitors to Sussex County. The Film Society s operations are assisted by approximately 250 volunteers. Although relatively young as an organization, RBFS has already established itself as a respected cultural resource in the overall Mid-Atlantic area. II. PROGRAMS a. In General In furtherance of its mission, RBFS sponsors and conducts numerous film-related activities during the year at various locations throughout Sussex County in southern Delaware. Examples of activities are described in more detail below, but they include the highly acclaimed Rehoboth Beach Independent Film Festival in November, a three-day psychoanalytic, winter film series entitled What Makes Us Tick?, monthly screenings of independent films from across the world provided at two locations, summer outdoor family films shown at the Canalfront Park in Lewes and the Bandstand in Rehoboth Beach, a monthly Read a Film series at the Rehoboth Library and summer reviews of potential films for the annual festival. In Fall 2013, RBFS, in conjunction with the Cape Henlopen Education Foundation, initiated sponsorship of simulcasts of live Metropolitan Opera performances, open to the entire community, at Cape Henlopen High School. In 2013, RBFS also instituted an academic course in film appreciation at a local charter school. RBFS believes all of these activities demonstrate its commitment to and accomplishment of the stated mission of RBFS. Its success in fulfilling that mission is also marked by ever-increasing attendance at all

the activities summarized above and by the growing financial support provided to RBFS through admission fees, grants, membership dues, fundraising activities, and other public support. While RBFS faces one major challenge that has been created by the successes noted above the establishment of a proper venue to house many of these activities RBFS is proud that it has come so far in accomplishing its ambitious mission. b. 2013 Programs In 2013, RBFS continued to offer the film opportunities that have comprised its program activities for the last several years, but also has added several new and exciting activities to appeal to its expanding local audiences. Importantly, the attendance at most activities continues to grow at or beyond capacity in many cases, demonstrating the community demand for these film-related events as well as the success of its programming in meeting that demand. RBFS s most popular programming activities are summarized below, and attendance figures for these events are attached (see Tab A): Sixteenth anniversary of the Rehoboth Beach Independent Film Festival. The signature event for RBFS each year is the Rehoboth Beach Independent Film Festival in November. This year 96 films were offered representing 35 countries. Of the total 201 screenings, 59, almost 30% were sold out. Ticket sales set a new record by exceeding 19,000. Total Festival revenues also exceeded those in previous years by about three percent. Audience feedback was positive and enthusiastic despite the long lines and crowded theaters. Films voted as audience favorites included Still Mine, Touch of the Light, Broken Circle Breakdown, Wadjda, and Muscle Shoals. Metropolitan Opera Live Simulcasts. RBFS began investigating the possibility of sponsoring Metropolitan Opera simulcasts in 2010. Negotiations with the Met were successfully completed this summer, and, in cooperation with the Cape Henlopen Educational Foundation and the Cape Henlopen Board of Directors, arrangements were finalized to use the High School theater for an initial period of three years, with ten operas for the current year starting in October, 2013 and running through May, 2014. Fundraising for the necessary electronic and screening equipment began immediately and, thanks to the generosity of several local businesses and many individuals, over $30,000 was donated to secure the necessary equipment. Screenings began on October 5, 2013 and attendance is increasing each month. What Makes Us Tick?. This mini-series of three films investigating the psychological workings and motivations of the human mind continued in January 2013, along with discussions at each of the three screenings led by local mental health practitioners. This popular event continued to draw sellout audiences and provided stimulating relief from the winter blahs. Around the World. This popular event, sponsored by RBFS in conjunction with the Lewes Public Library and Movies at Midway, each month features a critically acclaimed, award-winning, international independent film. Screenings are free and open to the public. Cinema and Art. As in the last several years, RBFS again partnered with the Rehoboth Art League and the Inn at Canal Square in sponsoring two screenings of films about art and artists. Always a sellout, the screenings take place in the Spring and Fall. Another Take. This annual event, presented in collaboration with Camp Rehoboth, features films with a gay and lesbian theme. 2

Monthly Screenings. Monthly Screenings feature films and discussions about various cultures in the world, including the diversity in our own country. The screenings were held the 4th Thursday of each month at DiFebo's Restaurant in Ocean View and the 4th Friday of each month at the Movies at Midway in Rehoboth Beach. Read a Movie. Each month during the off-season, RBFS teams with the Rehoboth Beach Public Library to show a film based on a popular short story or similar piece of literature. After the film, a knowledgeable volunteer leads a discussion of how effectively the film translates the written word onto the silver screen. The upstairs room of the library is usually packed for these events. Cinema by the Surf and Cinema by the Canal. These summer events provide an opportunity for residents and visitors to take the entire family to a free outdoor showing of a family-oriented film. The screenings take place about five times during the summer with two at the Boardwalk Bandstand in Rehoboth and three at the Canalfront Park in Lewes. Festival Film Reviews. Each summer, the public is invited to participate in reviewing potential films under consideration for screening at the annual Film Festival in November. After the film, participants discuss and rate the film. This year, these reviews were held at the Movies at Midway and the Bethany Beach South Coastal Library. Academic Program. This year, the RBFS re-entered the academic scene with its participation in a new film appreciation class at Sussex Academy Charter School. If successful, RBFS expects to broaden its sponsorship of such programs. III. ADMINISTRATIVE AND GOVERNANCE ISSUES. The Board of Directors of RBFS has established three standing Committees and one ad-hoc Committee. The work of each of these Committees is described below. a. Governance Committee. The major activity of the standing Governance Committee in 2013 was drafting and submitting a voluminous application for Tier One recognition by the national Standards for Excellence (SFX) Institute. In December 2013, SFX notified RBFS that its application had been approved. The SFX Institute sponsors a three-tier certification process for nonprofits throughout the country that focuses on whether the applicant is acting in an ethical and accountable manner in its governance, program operations, human resources including staffing and volunteers, financial management and fundraising. The SFX certification process assists participating nonprofits in strengthening their boards, managing risks, realizing new efficiencies and fulfilling all legal and regulatory requirements. Successful completion of the process also strengthens a non-profit's relationships with major organizational funders, as well as its individual donors, by providing assurances that virtually all aspects of its organization and operations have been thoroughly vetted by the SFX Institute. The Governance Committee under the direction of the RBFS Board plans to apply for Tier Two and Tier Three certification in 2014. In addition, the Governance Committee took the lead this year in identifying and interviewing potential Board members, and succeeded in recruiting three highly qualified new members who will take office in January. The Committee previously developed an orientation process for the new Board members based on SFX guidelines, and worked with the RBFS President to complete that process in December. The Committee also developed a list of potential new volunteers whom the Committee will contact after the Board reviews its committee structure at its Annual Meeting in early January 2014. 3

Lastly, in the fall, the Committee initiated the Board's annual evaluation of individual members' performance and of the Board as a whole, as well as the annual evaluation of the Executive Director, all of which used evaluations forms previously developed by the Committee based on SFX guidelines. b. Membership and Outreach Committee The top priority of the standing Membership/Outreach Committee as set forth in the Strategic Plan was to restructure the membership to achieve these goals: Deliver value in membership to each member Maintain reasonable fees Strive for equitable distribution of festival tickets Move to online ticket sales. Ensure long-term sustainability For years, the Rehoboth Beach Film Society (RBFS) has received comments about the tie between membership in RBFS and Rehoboth Beach Independent Film Festival (RBIFF) attendance. These included questions as to whether visitors from out of state should have to join RSFS as members in order to purchase film festival tickets. For locals, the decision to renew their membership is generally based on their ability to attend the film festival. Using information gathered from 2012 research into membership and film festival ticket sales at 10 film festivals nationwide, RBFS put together a new fee structure, which includes a separate RBFS membership and Film Festival pass. Thus locals and visitors can attend the film festival without becoming members of the society, and members can enjoy RBFS s year-round film programming without having to purchase a Festival pass. In addition to this change, each Festival pass entitles each holder to purchase a single ticket to individual Festival films, which creates a fairer distribution of tickets. (In the past, an individual could purchase two tickets, couples four tickets to a particular Festival film). In May and June 2013, the new concept and fees were tested at seven, two-hour focus groups, with a total of 70 members (5% of 2012 membership) from all membership levels. The concept of separating membership and festival ticket sales was supported in all of the groups as was online ticket sales; the major concerns were the difficulty in educating the membership about the change and its potential financial impact. In response to this feedback and much Board discussion, minor changes were made to the proposed new fee structure, and a 2014 Membership Restructuring Plan was approved unanimously by the Board in November 2013. The new rate structure and membership benefits are attached (see Tab B). The Committee and RBFS staff will address marketing the new membership plan and finding a suitable online ticket sales program in 2014. Challenges: An additional objective of the Committee is increasing community awareness of the Film Society and reaching out to additional groups in the area. To assist in reaching that goal RBFS this year filled the vacant position of Education/Outreach Coordinator. One of his first activities in this regard is teaching a film course at Sussex Academy. RBFS also co-sponsored the 2013-14 Metropolitan Opera Live in HD performances at Cape Henlopen High School. The RBFS needs to continue this effort. Another objective of the Membership/outreach Committee was to increase membership by 5 percent, or by 70 new members, by setting up a membership exhibit at all events and including membership promotion in all introductions at these events. Surprisingly, RBFS recorded a slight decrease in membership during 2013. RBFS needs to redouble its efforts to increase membership numbers. 4

c. Fundraising Committee. RBFS s $439,000 operating budget for FY 2012-13 generated 69% of its revenue from two major sources, membership dues and ticket sales from the Rehoboth Beach Independent Film Festival. An operating grant from the Delaware Division of the Arts accounted for almost 8%, with year-round program admissions, merchandise sales, annual giving, and other Festival activities bringing in the remaining 23%. In May 2013, the standing Fundraising Committee drafted and sent a fundraising letter to all members of RBFS resulting in donations of $10,350. The Committee also organized The Catch Festival Fever fundraising event in October 2013, which netted an additional $3,887. The Committee intends to increase its emphasis on these and other types of fundraising activities in future years, especially if a potential site for a new venue is identified. d. Venue Committee More than three years ago, the RBFS Board of Directors recognized that its future growth and expanding programming agenda would require a permanent venue in which to present much of the organization s programming and house its administrative functions. To that end, the Board established an ad hoc Venue Committee to recommend steps to achieve a new venue to house staff and equipment, and from which to offer programming to include first run independent films. Although the Venue Committee has worked assiduously over this period to identify a property that could be converted or developed into a suitable venue, no such property has been located to date. Last year, the Committee focused on the plot of land adjacent to the new CVS at Five Points, which was zoned to require its use for a public purpose. Unfortunately, the donor at the end of 2012 deeded the property to the Lewes Library Board. Discussions were undertaken with the Library Board to consider using the property for a joint facility for use by the Library, the Film Society, the Rehoboth Art League and the Osher Institute of Life Long Learning. No agreement was reached, and those discussions were terminated by the Library Board this past summer. The Committee also approached the owners of the Midway Theaters regarding land at Midway and State Director of Parks and Recreation about available State land, without success. Parcels for sale close to Coastal Highway between Lewes and Rehoboth were also reviewed, but nothing was available to meet the RBFS s needs. The Committee plans to continue its search efforts in 2014, making the need for a new venue more public, and broadening the membership of the Committee to include others in the community who may have insights or contacts that will enhance our efforts. RBFS will also continue its collaboration with other local cultural arts organizations to explore the possibility of a joint center for the arts and education in lower Delaware. IV. FINANCIAL INFORMATION. RBFS remained on a solid financial footing in 2013. As indicated in the attached Profit & Loss Previous Year Comparison (see Tab C), total income for FY 2013 (July 1, 2012 June 30, 2013) ($445,927) exceeded FY 2012 income ($403,010) by almost $43,000 and exceeded the FY 2013 budgeted amount by almost $6,000. Total expenses for FY 2013 ($381,077) slightly exceeded those for FY 2012 ($380,565) but were $42,000 below the budgeted amount. The lower expense amount resulted in part from the fact that a number of staff positions were vacant for part of the year. Total net ordinary income for FY 2013 was $64,867 compared to $22,445 in FY 2012. A Statement of Material Financial Variances for FY 2013 is attached (see Tab D). 5

As stated above, the annual income of the RBFS consists mainly of event ticket sales, membership dues, and government and organizational grants. Annual giving by individuals and businesses increased in FY 2013 by $3,741 due in large part to increased efforts to solicit individual donations. In August, 2013, RBFS underwent its annual audit by a certified public accounting firm. The completed audit will be presented to the Board at the February meeting. V. RBFS BOARD OF DIRECTORS. The organization is governed by a volunteer Board of Directors, which in 2013 was composed of ten community members, each serving a three-year term. Board members share a commitment to increase community awareness of the craft of filmmaking. In addition, a previous Board President served in Ex officio capacity. The members of the 2013 Board were the following: Darrel Grinstead, President Allen Stafford, Vice President and Chair, Fundraising Committee Gene Dvornick, Treasurer Teri Dunbar, Secretary, Membership Committee Julie Davis, Chair, Governance Committee Eric Kafka, Immediate Past President and Chair, Venue Committee Midge Yearley, Chair, Membership/Outreach Committee Paul Kuhns, Member Fundraising Committee Tricia Ratner, Member Fundraising Committee James Reichert, Member Membership Committee Beth Hochholzer, Ex officio (past president) VI. RBFS STAFF. In 2013, the leadership of the RBFS staff consisted of the following: Sue Early, Executive Director (full-time) Jamie Rousak, Education/Outreach Coordinator (full-time) Joe Bilancio, Festival Program Director (contractual) Susan Hartman, Director of Marketing (part-time) Gloria Walls, Administrative Assistant (part-time) Arlene Hannon, Membership Coordinator (part-time) Chuck Patalive, Website Administrator (part-time) The RBFS staff also included a part-time Bookkeeper and two seasonal Festival Ticket Order Assistants. VII. CONTACT INFORMATION. Interested parties may contact RBFS as follows: Sue Early, Executive Director Rehoboth Beach Film Society 107 Truitt Avenue Rehoboth Beach DE 19971 Office phone: 302-645-1415 Website: www.rehobothfilm.com 6

FINANCIAL SUMMARY FY2013 $500,000 $400,000 $300,000 $200,000 $100,000 $0 Admin Festival Fundraising Membership Programs Volunteers TOTAL -$100,000 Revenue Expenses Net Income