Financial Plan

Holy Blossom TempleRenewal Project

Financial Plan

Approved by the Temple Board April 29, 2010

Earl LipsonChair, Renewal Project Finance & Control Committee

Benjamin ApplebaumExecutive Director, Holy Blossom Temple

Schedule A

Approved by the Temple Board April 29, 2010 2

Note to Reader:

The information in this report is current as of April 29, 2010.

This report includes projections that are based on information available at this time as provided by the professional resourcesand Temple committees engaged in planning and managing the Renewal Project.

This report will be updated and presented to the Temple Board as the status of the Holy Blossom Renewal Project evolves.

This report should be read in conjunction with other material provided concurrently.

Renewal Project Financial Plan


1. IntroductionA. Executive Summary 4B. Project Overview 5C. Project Committee Structure 7D. Financial Plan Description 9

2. Renewal Project Cost ProjectionsA. Design, Development, Construction & Land Costs 12B. Other Project Costs: FF&E, Transition, Campaign 14C. Renewal Cost Summary 18

3. Relationship with Leo Baeck Day SchoolA. Terms of Agreement 19B. Share of Projected Operating Expenses 20

4. Renewal Project Cash Flow ProjectionsA. Capital Campaign Status & Projections 21B. Cash Flow Projections 23C. Project Financing 26D. Financial Summary 27

Financial Plan Contents


1A. Executive Summary

Holy Blossom Temple’s share of the Renewal Project is estimated to be $27.5 million.

This amount is comprised of approximately $22 million for the Building and Land cost, $4.6 million for Other Project Costs and $0.87 million for interest expense.

The Capital Campaign has raised $15.4 million to-date and needs to raise a further $12.1 million to cover the Temple’s full share of the Renewal Project.

The Temple’s peak requirement for Construction Financing is projected to be approximately $9.0 million.

The details and assumptions supporting these projections are presented in the body of this financial plan.

($ 000's)Design, Development & Construction Cost 20,360$ Land (2 Houses) 1,601$

21,961$ Other Project Costs 4,636$ Total Project Cost (excluding interest) 26,597$ Interest Expense 865$ Total Project Cost to HBT 27,463$

-$ Less: Funding Raised to-date 15,443$ Funding to be Raised 12,020$

Peak Debt Requirement (in 2013) 8,941$ Residual Project Debt (after December 2018) $ 0

Holy Blossom Temple's Share of the Renewal Project


At present, the existing facilities at 1950 Bathurst St. do not meet the functional requirements of either Holy Blossom Temple or Leo Baeck Day School. The facilities are also in need of substantial repair and updating of their systems.

The Renewal Project involves renovating 87,000 square feet of the existing campus and constructing 56,000 square feet of new space in partnership with Leo Baeck Day School.

The Holy Blossom campus has been expanded with the purchase of two neighboring houses to the west. Those additional lands have made the proposed three-storey Diamond and Schmitt design possible.

Leo Baeck Day School will occupy 63,000 square feet of the renovated campus as a tenant. They will be paying for their pro rata share of the capital costs as these expenses are incurred. They will also be paying for their pro rata share of operating expenses going forward.

The project is scheduled to begin construction in the Fall of 2011. Full re-occupancy is scheduled for September 2013.

1B. Renewal Project Overview


1B. Renewal Project Overview

Ground floor view of a Renewed Holy Blossom


1C. Committee Structure

Holy Blossom TempleBoard of Directors

Executive CommitteeLarry Babins President

Mark S. Anshan Vice President

Renewal ProjectSteering Committee

Tom FriedlandMichael Davis

Mark S. AnshanCary SolomonJoan Garson

Congregational EngagementJoan Garson

Finance & ControlEarl Lipson

Financial OversightCommitteeHarley Mintz

Building Cary Solomon

TransitionMorris Cooper

CommunicationsDavid Rosenberg

Holy Blossom TempleFoundation

Board of Directors

Capital CampaignExecutive Committee

HBT / LBDSJoint Steering

Committee


Project Steering CommitteeCo-Chairs: Tom Friedland and Michael Davis• Coordinates all aspects of the Renewal Project.

Project Finance and Control Committee Chair: Earl Lipson• Compiles all financial elements of the Renewal Project into a financial plan that clearly, fully and rigorously presents the financial aspects of the project in an objective and unbiased manner.

Financial Oversight Committee Chair: Harley Mintz• Reports to the Board and Congregation as to whether it is of the view that the financial plan’s cost projections are based upon reasonable assumptions and embody sound and prudent financial practices.

1C. Committee Mandates


This financial plan is a compilation of information from the main areas of activity that make up the Renewal Project :

Design, Development, Construction and Land Costs of the building (which include land, building construction, architecture, engineering, consulting, zoning, site plan approval, permits, space and cost allocations and contingencies.)

Other Project Costs (which include furniture, fixtures and equipment, transition and expenses related to the Capital Fundraising Campaign.)

Leo Baeck Day School’s financial participation in the project (which includes its share of design, development and construction costs, the terms of its tenancy in the building, and its share of future operating costs of the building.)

Projected Cashflows of the Renewal Project (which combines the schedule of payments for the project’s expenses with the projected timing of cash receipts from donations and establishes the amount of Third-Party Financing required during the construction period to bridge gap between cost outflows and cash receipts from donations.)

This plan pulls together materials provided by our cost consultants, our management staff and the Chairs of the key Committees related to the areas just mentioned.

The backbone of the plan is an Excel-based detailed monthly cash flow projection which integrates the schedules of cost and revenue associated with the areas listed above. The tables presented in this document are extracts from the detailed model and are provided to enable the reader to be fully informed regarding the financial aspects of the Renewal Project.

1D. Financial Plan Description


The Renewal Project Steering Committee, co-Chaired by Tom Friedland and Michael Davis, in coordination with the Building Committee, chaired by Cary Solomon, has assembled a first rate team of consultants led by Diamond and Schmitt Architects Incorporated.

A key member of the project team is our Construction Cost Consultant, Gerard McCabe, CM2R Inc. who has reviewed the design as well as the underlying construction assumptions and design briefs and provided cost data and contingency recommendations in line with industry standards.

The Cost Consultant’s work is compiled in a detailed Schematic Design Construction Cost Plan which establishes the project’s overall cost and its construction timelines.

Specialized consultants have provided additional input to the plan supporting projections related to Other Project Costs such as fundraising, transition and FF&E requirements.

The Holy Blossom Project Finance & Control Committee, led by Earl Lipson, the Temple’s Financial Secretary and Benjamin Applebaum, the Temple’s Executive Director, has worked with all project Committees, the design team, the cost consultants and the specialized consultants to ensure that the Financial Plan fully reflects all aspects of the project including all hard and soft costs for construction as well as all other incidental costs the Temple will incur.

To ensure that the Financial Plan’s cost projections are based upon reasonable assumptions and embody sound and prudent financial practices, an independent Financial Oversight Committee, chaired by Harley Mintz, Vice-Chair, Deloitte & Touche LLP and made up of Temple members possessing a broad array of legal, accounting and construction expertise reviewed the plan and provided adjustments and corrections which they deemed appropriate.

1D. Financial Plan Methodology


1D. Financial Plan Resources

Tom Friedland, Co-Chair Lawyer, Goodmans LLPMichael Davis, Co-Chair CEO, Responsive Marketing Group Inc.Joan Garson Counsel, Baskin Financial Services Inc.Cary Solomon President, Next Property GroupMark Anshan General Counsel, UJA Federation of Toronto

Jack Diamond Principal, Diamond and Schmitt ArchitectsMartin Davidson Principal, Diamond and Schmitt Architects

Gerard McCabe Principal, cm2r inc.Gabriel Hurl cm2r inc.

Harley Mintz, Chair Vice Chairman, Deloitte & Touche LLPGerald Slan Principal, Slan Advisors Inc.Steven Sklar Senior Project Manager, PCL Constructors of Canada Inc.Lloyd Pollack Q.C. Lawyer, Garfinkle Biderman LLPEric Klein Principal, Klein Farber Corporate Finance

Cary Solomon, Chair President, Next Property GroupTom Ehrlich Partner, Slate Properties Inc.Nolan Grubert, LBDS President, Newgen Restaurant Services Inc.Ronna Rubin, LBDS Chartered AccountantJordan Robbins, LBDS Senior Vice-President Planning and Development, RioCan

Laura Galvin Senior Project Manager, ECOH Management inc.Sandra Matheson Food Systems Consulting Inc.John Radchenko Van Velzen + Radchenko Design Associates Ltd.Danny Stern Principal, RSM Richter LLPPhilip Ber The Insurers Financial Group

Earl Lipson, Chair CEO, McGregor Industries Inc.Benjamin Applebaum Executive Director, Holy Blossom TempleChello Sittambalam Manager Accounting and Control, Holy Blossom Temple

Morris Cooper, Chair Barrister

Joy Rosen, co-Chair President, Portfolio Entertainment Inc.

Renewal Project Steering Committee

Joint HBT / LBDS Steering Committee

Other Consultants

Architects

Cost Consultants

Financial Oversight

Transition

Fundraising

Finance and Control


1. The Design, Development and Construction components represent the core elements and largest costs of the Renewal Project.

2. The Renewal Project involves the renovation of 87,000 square feet of the existing campus and constructing 56,000 square feet of new space.

3. Leo Baeck Day School will occupy 63,000 square feet of the renovated campus as a tenant. They will be paying for their pro rata share of the capital costs as the expenses are incurred.

4. Total Design, Development, Construction and Land costs ($ 000’s)

Building $28,450Contingencies $ 6,226Architects & Consultants $ 5,561Permits, Taxes & Misc. $ 1,907Land (2 houses) $ 1,601Total $43,745

5. Holy Blossom Temple share $21,961Leo Baeck’s share $21,784Total $43,745

6. Contingencies equal approximately 22% of projected Building Cost.

2A. Design, Development, Construction & LandHighlights


2A. Design, Development, Construction & Land

Detailed Cost Allocations ($ 000’s)

ItemArea Cost Area Cost Area Cost

Building EstimateNew Addition 50,515 10,578$ 7,782 1,630$ 42,733 8,948$ Renovation 67,684 10,028$ 52,453 7,771$ 15,231 2,257$ Shared - New Addition 6,017 1,261$ 3,538 741$ 2,479 520$ Shared - Renovation 6,060 900$ 3,563 529$ 2,497 371$ Sanctuary 13,035 1,923$ 13,035 1,923$ -$ Play Space / Parking Podium - 1,677$ -$ 1,677$ Site Development - 2,084$ 1,042$ 1,042$ Total 143,311 28,450$ 80,371 13,636$ 62,940 14,814$

ContingenciesDesign 7.0% 1,992$ 955$ 1,037$ Escalation 7.0% 2,116$ 1,014$ 1,102$ Construction 5.0% , 10% 1,969$ 1,097$ 872$ Development Contingency 150$ 72$ 78$ Total 6,226$ 3,137$ 3,089$

ConsultantsArchitect, Structural, M&E, etc 3,991$ 1,913$ 2,078$ Master Plan Study/Site Plan Approval 377$ 181$ 196$ Additional Consulting Services 729$ 350$ 380$ Consultants Reimbursements 124$ 60$ 65$ Civil Engineer 25$ 12$ 13$ Traffic Consultant 120$ 58$ 63$ Cost Consultant 193$ 93$ 101$ Total 5,561$ 2,665$ 2,895$

Permits & MiscBuilding Permit 211$ 101$ 110$ Miscellaneous Other Permits & Fees 47$ 23$ 25$ Commissioning/Inspection and Testing 50$ 24$ 26$ Total 308$ 147$ 160$ H.S.T. (net of rebates) 1,599$ 774$ 826$

Total DD&C 42,145$ 20,360$ 21,784$ Land (2 Houses) 1,601$ 1,601$ -$

Total DDC & Land Costs 43,745$ 21,961$ 21,784$

Campus Total Holy Blossom Leo Baeck


2B. Other Project Costs

Other Project Costs TotalBudget

HolyBlossom

LeoBaeck

Furniture, Fixtures & EquipmentFurniture 915$ 915$ Food Service/Equipment 400$ 400$ IT Systems and Equipment 343$ 343$ Total 1,657$ 1,657$ OrganizationalTransition Cost 1,286$ 1,286$ Marketing and Fundraising Expenses 1,173$ 1,173$ Congregational Communication 224$ 224$ Miscellaneous Costs 119$ 119$ Total 2,804$ 2,804$ H.S.T. (net of rebates) 176$ 176$ Total Other Project Costs 6,786$ 4,636$ 2,150$

($ 000's)


1. The Transition Plan covers the Temple’s operations during the construction phase of the Renewal Project.

2. Estimated costs are between $970k and $1.6 million.

3. Costs are highly dependent upon accommodation of the Supplementary school and Pre-school.

4. Schools will be off-premises for two years (Sept. 2011- Aug. 2013).

5. Clergy and Administrative staff will be off-premises for one year.

6. High Holy Days will be on-site in 2012 both in the sanctuary and in a tent on the Dewborne parking lot.

7. The Sanctuary will be generally available for Shabbat services, except during summer renovations.

8. Fully re-occupying the building in September 2013.

2B. Other Project Costs: Transition


2B. Other Project Costs: Transition

Space Requirements Area (sq.ft.) A. Supplementary School 12,000 B. Pre-School 5,000 C. Administrative and Clergy 5,000 Total Space 22,000

Transition Costs ($ 000's) Maximum Minimum RentA. Supplementary School $ 600 $ 150 B. Pre-School $ 450 $ 300 C. Administrative & Clergy $ 125 $ 125 Total Rent 1,175$ 575$ Other $ - $ - Tent - High Holidays $ 170 $ 170

Archival storage - Torahs, Megillot, silver, artwork, books 30$ 30$ Logistics Co-ordinator $ 75 $ 75 Misc. Costs $ 75 $ 75 Total Other $ 350 $ 350

$ - $ - Transition Costs $ 1,525 $ 925 Contingency amount (5%) $ 76 $ 46 Total Transition Budget $ 1,601 $ 971

Estimated Transition Cost (average) $1,286


2B. Other Project Costs: Fundraising Campaign

Item ($ 000's)Consultants Case for Support 20$ Communication Strategy 13$ Strategy/Training 10$ Total Consultants 43$ Campaign Materials Architectural Drawings/Designs 10$ Campaign Collateral 70$ Renewal Section of Existing HBT Website 7$ Mailings 8$ Total Campaign Materials 95$ Donor Cultivation Cultivation Support 3$ Parlour Meetings 25$ Special Events 30$ Volunteer Recognition Events 15$ Total Donor Cultivation 73$ Donor RecognitionFabrication & Installation 85$ Design Development (with Architect) 20$ Total Donor Recognition 105$ AdministrationComputer and Software 30$ Miscellaneous 50$ Total Administration 80$ PersonnelCampaign Direction 446$ Foundation office support 232$ Total Personnel 679$ Contingency 100$

Total 1,173$


2C. Renewal Cost Summary

* Excluding interest expense

Renewal Project Total Cost* Total

BudgetHoly

BlossomLeo

BaeckDesign, Development, Construction & LandBuilding Construction 28,450 13,636 14,814 Contingencies 6,226 3,137 3,089 Architects & Consultants 5,561 2,665 2,895 Land 1,601 1,601 - Permits & Other 308 147 160 H.S.T. (net of rebates) 1,599 774 826 Total 43,745$ 21,961$ 21,784$

Other Project CostsFurniture, Fixtures & Equipment 1,657 1,657 Transition 1,286 1,286 Marketing and Fundraising Expenses 1,173 1,173 Congregational Communication 224 224 Miscellaneous 119 119 H.S.T. (net of rebates) 176 176 Total 6,786$ 4,636$ 2,150$

Total 50,532$ 26,597$ 23,934$

($ 000's)


1. Holy Blossom Temple will continue to own all the real estate at the 1950 Bathurst St. campus. Leo Baeck Day School will be a tenant, occupying approximately 63,000 of the total 143,000 square feet of the premises.

2. Leo Baeck will pay its pro rata share of the design, developmentand construction costs of the Renewal Project. This share is expected to be approximately 52%.

3. Legal documentation will ensure that Holy Blossom has no responsibility for or exposure to Leo Baeck’s financial obligations to the Renewal Project.

4. Going forward, Leo Baeck will pay its pro rata share of the ongoing operating costs of the campus on the basis of its use-weighted occupancy of the building’s area. This share is expected to be approximately 44%.

5. A 40 year lease term has been negotiated with LBDS. Years 1-25 will be net rent free. For years 26-40 there will be a ground lease at market rates.

6. A joint House Committee will manage the property and will administer reserve funds set aside by both parties to cover capital expenditures for major repairs and replacements throughout the lease term.

7. The terms of the relationship set out in this summary will be documented in a formal lease agreement between Holy Blossom and Leo Baeck.

3A. Leo Baeck Day SchoolTerms of Agreement


Leo Baeck will pay approximately 44% of the campus operating costs (based upon its use-weighted share of space).

Although total operating costs are projected to increase, the cost per square foot is expected to decline approximately 9% from $11.31 to $10.26.

3B. Leo Baeck Day SchoolShare of Operating Expenses

Item Current ProjectedMaintenance $390 $574

Utilities $251 $431

Cleaning $195 $251

Security $124 $124

Road & Grounds $24 $20

Sub-Total Operating Costs $984 $1,401

Contingency $0 $70

Total $984 $1,471Leo Baeck Share -$113 -$646

Net Operating Costs to HBT $870 $825

Cost per foot 11.31$ 10.26$

($ 000's)


• Pledged to-date………………………………………… $15.44 million To be raised……………………………………………… $12.02 millionTotal Campaign Requirement (with interest) $27.46 million

• To-date (April 29,2010) the Capital Campaign has reached 56% of itstotal fundraising requirement.

• The Capital Campaign has $12 million to-go before reaching its final target of $27.5 million.

• Leadership gifts over $100k are anticipated to represent over $7.9 million (66%) of the remaining fundraising requirement. To-date, the Campaign has focused on Leadership prospects over $250k.

• The active fundraising campaign to raise Major, Sustaining and Community donations has not yet commenced.

• Total Category targets for the Campaign are estimated amounts and will likely vary as the Campaign proceeds towards completion.

4A.Campaign Status & Projections

Category Description

To-date To-go Total TargetLeadership Over $100k 13,395 7,900 21,295 Major $25k to $100k 989 2,157 3,146 Sustaining $2.5k to $25k 171 1,629 1,800 Community $0 to $2.5k 167 333 500 Other 721 - 721 Total 15,443 12,019 27,462 Percent 56.2% 43.8% 100.0%

Projected Pledge Dollars ($ 000's)


How will the remaining $12 million Capital Campaign requirement be raised?

The chart below is for illustrative purposes only

• For purposes of the Financial Plan, the chart below provides an approximation of the nature and number of gifts that are still required from the Temple membership in order to reach the Capital Campaign target.

• The intent is to provide the reader a simple reasonableness testregarding the achievability of the remaining fundraising requirements.

• Future pledge sizes have been estimated and are for illustrationpurposes only.

4A. Capital Campaign Projections

Observations:The estimated quantity and size of future pledges appear numerically reasonable given the size and nature of Holy Blossom’s Congregational membership.

Category RangeRemainingCampaign

To-Go

Estimated Average

Pledge Size

Estimated New

Donors Required

Leadership Over $100k 7,900,000$ 200,000$ 39 Major $25k - $100k 2,157,000$ 50,000$ 43 Sustaining $2.5k - $25k 1,629,000$ 10,000$ 162 Community 0 - $2.5k 333,000$ 750$ 444 Other -$ Total 12,019,000$ 688


Issues:

1. The Campaign team continues to focus on Leadership Gifts but result and timing of pledges is not yet known.

2. Timing and extent of pledge payments significantly impacts the overall project cash flow.

3. This plan is based upon a targeted November 2011 start date.

4. Reasonable assumptions must be made in order to estimate projectfinancing requirements and related interest expense.

4B. Cash flow Projections

Assumptions:

1. The projected construction start date of Fall 2011 requires thatsubstantive work begin by December 2010.

2. This model assumes that an 85% fundraising threshold will be achieved by December 2010.

3. If this threshold is not attained by December 2010, then a Fall 2011 start date will not be possible and the financial projections will need to be adjusted.

4. Most of this threshold funding requirement will come from larger(Leadership) Gifts.

5. Pledge payments are expected to be made over a 5 year period.

6. Construction financing will be available at a borrowing rate of 6.0%


On the basis of the assumptions outlined above, the following results are projected:

1. The Capital Campaign will need to raise a further $7.9 million between now and December 2010 in order to achieve the required 85% threshold.

2. The final 15% of the Capital Campaign, representing approximately $4.1 million, is expected to be raised over the next three years.

3. In order to cover the timing gap between project costs and donation receipts, HBT will require third-party Construction financing.

4. A peak debt requirement of $8.94 million is projected to occur in 2013.

5. HBT’s total interest expense is projected to be $865k.

6. Work on the Renewal Project is projected to be completed in 2013.

7. All donation payments are projected to be received by December 2018.

8. It is projected that there will be no residual debt after 2018.

(see cash flow table on next page)

4B. Cash flow Projections

($ 000's)Total HBT Project Cost (including interest) 27,463$

x .85

Fundraising Threshhold (85% of Total) 23,343$

less: Funds Raised to-date (15,443)$

Fundraising Requirement to reach 85% threshold 7,900$


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4C. Project Financing

• The project team has made presentations to the non-profit lending groups of two major Canadian banks for the purpose of establishing a Construction Term Loan of $10 million.

• The team has received a discussion paper from one bank and is expecting to hear similarly from the second.

• Bank funding for projects of this nature is not uncommon as thebanks recognize a timing gap between construction costs and pledge receipts. Pledges are deemed as accounts-receivable and are perceived as having collateral value.

• Security for the Construction Term Loan would need to be provided by the Temple including a first mortgage on the project lands and a general security agreement (GSA) constituting a first ranking security interest in all the property of the borrower.

• Early indications are that interest rates would be a floating 1.50% over Bank Prime Rate. For the purposes of this financial plan a rate of 6.0% has been used. This rate is currently higher than 1.5% above prime but takes into account the possibility of climbing rates over the project timeline.

• This financial plan anticipates that the entire Renewal Project cost, including interest, will be covered by donations.

•The plan anticipates that the Temple will have paid back all project debt by December 31, 2018.


4D. Financial Summary

The information in this report is current as of April 29, 2010.

This report includes projections that are based on information available at this time as provided by the professional resources and Temple committees engaged in planning and managing the Renewal Project.

This report will be updated and presented to the Temple Board as the status of the Holy Blossom Renewal Project evolves.

This report should be read in conjunction with other material provided concurrently.

($ 000's)Design, Development & Construction Cost 20,360$ Land (2 Houses) 1,601$

21,961$ Other Project Costs 4,636$ Total Project Cost (excluding interest) 26,597$ Interest Expense 865$ Total Project Cost to HBT 27,463$

-$ Less: Funding Raised to-date 15,443$ Funding to be Raised 12,020$

Peak Debt Requirement (in 2013) 8,941$ Residual Project Debt (after December 2018) $ 0

Holy Blossom Temple's Share of the Renewal Project


Holy Blossom TempleRenewal Project

Finance & ControlContact Information:

Earl LipsonChair, Renewal Project Finance and ControlFinancial Secretary, Holy Blossom [email protected]

Benjamin ApplebaumExecutive Director, Holy Blossom Temple416-789-3291 [email protected]

Financial Plan

Documents

project costs

holy blossom renewal

project financing

project overview

total project cost

temple board

residual project debt

renewal cost summary