Buffalo State College Foundation, Inc. And Buffalo State College .

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Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Combined Financial Statements and Supplementary Information June 30, 2012 and 2011

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Table of Contents Report of Independent Auditors Combined Financial Statements Combined Statements of Financial Position Combined Statements of Activities and Changes in Net Assets Combined Statements of Cash Flows Notes to Combined Financial Statements 1 2-3 4 5-32 Supplementary Information Combining Statement of Financial Position 33-34 Combining Statement of Activities and Changes in Net Assets (Deficit) 35-36 Combining Statement of Cash Flows 37-38

Certified Public Accountants Business Consultants Report of Independent Auditors To the Board of Directors of Buffalo State College Foundation, Inc. Buffalo, New York We have audited the accompanying combined statements of financial position of Buffalo State College Foundation, Inc. (the "Foundation") and Buffalo State College Foundation Housing Corporation (the "Housing Corporation") (collectively referred to as the "Organization") as of June 30, 2012 and 2011, and the related combined statements of activities and changes in net assets, and of cash flows for the years then ended. These combined financial statements are the responsibility of the Organization's management. Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined fmancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the fmancial position of the Organization as of June 30, 2012 and 2011, and the changes in its net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the combined financial statements taken as a whole. The combining supplementary information is presented for purposes of additional analysis and is not a required part of the combined fmancial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the combined financial statements. The supplementary information has been subjected to the auditing procedures applied in the audit of the combined financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the combined fmancial statements or to the combined financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the combined fmancial statements as a whole. September 19, 2012 6390 Main Street, Suite 200 Williamsville, New York 14221 716.633.1373 I Fax: 716.633.1099 Niagara Falls- 716.285.5277 Clarence- 716.759.6879

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Combined Statements ofFinancial Position June 30, 2012 and 2011 2012 2011 Assets Current Assets Cash and cash equivalents Restricted cash and cash equivalents Investments Receivables Prepaid expenses Total current assets Long-Term Assets Restricted cash and cash equivalents Notes receivable, net of estimated uncollectibles of of 4,300 in 2012 and 2011 Receivables, net of unamortized discount Investment in split interest agreements Building and equipment, net Financing costs, net Total long-term assets 3,502,256 1,696,955 28,553,153 1,592,969 112,632 1,881,349 3,427,219 27,006,239 57,499 107,631 35,457,965 32,479,937 1,437,374 1,211,776 143,567 506,544 2,561,464 40,567,680 590,335 170,549 503,161 2,680,318 42,304,914 610,692 45,806,964 47,481,410 81,264,929 79,961,347 789,380 1,185,453 882,288 111,563 3,625,524 1,131,091 Liabilities and Net Assets Current Liabilities Current maturities of long-term debt, net Accounts payable and accrued expenses Funds held in trust for others Total current liabilities Long-Term Debt, net, Jess current maturities Liability Under Split Interest Agreements Net Assets (Deficit) Unrestricted: Undesignated Designated for academic departments Designated for endowment Designated for BSCR Corporation (see note 12) Total unrestricted Temporarily restricted Permanently restricted Total net assets 2,857,121 4,868,178 44,475,023 45,264,403 706,920 738,963 (345,649) 499,184 670,189 2,000,000 2,823,724 8,654,158 21,747,983 203,412 498,650 703,744 0 1,405,806 7,912,183 19,771,814 33,225,865 29,089,803 81,264,929 See repott of independent auditors and notes to combined.financial statements. 1 79,961,347

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Combined Statement ofActivities and Changes in Net Assets for the year endedJune 30, 2012 (with Comparative Totals for the year ended june 30, 2011) Temporarily Restricted Unrestricted Revenues Contributions Student residence rental revenue Fees, events and other revenue Total revenues Other support Net investment income Donated services and supplies Buffalo State College Change in the value of split interest agreements Change in the value of terminated split interest agreements Net assets released from restriction Other transfers Total other support Total revenues and other support Expenses, losses and other Program Student residence operating expenses Student support Academic divisions Institutions support Property and equipment Public service and extension Administration and other Management and general Development Total expenses, losses and other Increase in net assets Net Assets, beginning ofyear Net Assets, end ofyear 2,478,913 4,332,459 849,926 2,195,961 0 0 Permanently Restricted 1,852,191 0 0 2012 Total 2011 Total 6,527,065 4,332,459 849,926 2,946,752 0 897,885 7,661,298 2,195,961 1,852,191 11,709,450 3,844,637 67,062 113,258 9,122 189,442 4,290,193 1,220,290 0 0 1,220,290 1,536,730 (3,224) (17,649) (67,228) (88,101) (185,660) 0 1,327,967 39,544 0 (1 ,327 ,967) (221,628) 0 0 182,084 0 0 0 1,430,989 0 0 2,651,639 (1 ,453,986) 123,978 1,321,631 7,072,252 10,312,937 741,975 1,976,169 13,031,081 10,916,889 5,011,242 1,269,439 314,465 186,957 8,763 119,399 0 0 0 0 0 0 0 0 0 0 0 0 5,011,242 1,269,439 314,465 186,957 8,763 119,399 0 1,521,205 357,505 180,083 22,751 11,389 6,910,265 0 0 6,910,265 2,092,933 676,067 1,308,687 0 0 0 0 676,067 1,308,687 1,641,353 1,353,414 1,984,754 0 0 1,984,754 2,994,767 8,895,019 0 0 8,895,019 5,087,700 1,417,918 741,975 1,976,169 4,136,062 5,829,189 1,405,806 7,912,183 19,771,814 29,089,803 23,260,614 21,747,983 33,225,865 29,089,803 2,823,724 8,654,158 See report if independent auditors and notes to combinedfinancial statements. 2

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Combined Statement ofActivities and Changes in Net Assets for the year endedJune 30, 2011 Temporarily Restricted Unrestricted Revenues Contributions Fees, events and other revenue Total revenues Other support Net investment income Donated services and supplies Buffalo State College Change in the value of split interest agreements Change in the value of terminated split interest agreements Net assets released from restriction Other transfers Total other support Total revenues and other support Expenses, losses and other Program Student support Academic divisions Institutions support Property and equipment Public service and extension Administration and other Management and general Development Total expenses, losses and other Increase in net assets Net Assets, beginning ofyear Net Assets, end ofyear 529,533 897,885 1,703,617 0 Permanently Restricted 713,602 0 Total 2,946,752 897,885 1,427,418 1,703,617 713,602 3,844,637 984,627 2,811,014 494,552 4,290,193 1,536,730 0 0 1,536,730 (2,965) (25,390) (157,305) (185,660) 0 1,322,746 167,905 0 (1,322,746) (14,538) 1,430,989 0 (153,367) 1,430,989 0 0 4,009,043 1,448,340 1,614,869 7,072,252 5,436,461 3,151,957 2,328,471 10,916,889 1,521,205 357,505 180,083 22,751 11,389 0 0 0 0 0 0 0 0 0 0 1,521,205 357,505 180,083 22,751 11,389 2,092,933 0 0 2,092,933 1,641,353 1,353,414 0 0 0 0 1,641,353 1,353,414 2,994,767 0 0 2,994,767 5,087,700 0 0 5,087,700 348,761 3,151,957 2,328,471 5,829,189 1,057,045 4,760,226 17,443,343 23,260,614 1,405,806 7,912,183 19,771,814 See report of independent auditors and notes to combinedfinancial statements. 3 29,089,803

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Combined Statements of Cash Flows for the years endedJune 30, 2012 and 2011 2011 2012 Cash Flows from Operating Activities Increase in net assets Adjustments to reconcile increase in net assets to net cash provided by operating activities: Depreciation Expensed equipment and furnishings Amortization of bond premium Amortization of financing costs Contributions restricted for long-term purposes Net income, realized and unrealized gains on investments Investment management and custodian fees paid for with the liquidation of investments Change in the value of split interest agreements Changes in: Receivables Prepaid expenses Accounts payable and accrued expenses Funds held in trust for others 4,136,062 868,135 1,269,746 (111,563) 20,357 (1 ,852,191) (134,926) 0 0 0 0 (713,602) (3,797 ,366) 66,110 86,811 55,983 (1,245,329) 196,479 6,873 69,383 67,372 (1 ,538,853) (5,001) 697,141 248,803) 3,253,025 Net cash provided by operating activities 5,829,189 468,982 Cash Flows from Investing Activities Purchases of investments Proceeds from the sale of investments Collections on notes receivable, net Payments for construction in progress Payments to restricted deposits (3,045,393) 1,567,295 26,982 (3,537,859) 1,504,666 (3,018,846) 993,487 35,923 (30,367 ,07 5) (1 ,238, 180) Net cash used in investing activities (3,484,309) (33,594,691) 1,852,191 0 0 713,602 32,915,966 (610,692) 1,852,191 33,018,876 1,620,907 (106,833) 1,881,349 1,988,182 Cash Flows from Financing Activities Proceeds from contributions restricted for long-term purposes Proceeds from the issuance of long-term debt, net Payments for debt financing costs Net cash provided by financing activities Net increase (decrease) in cash and cash equivalents Cash and Cash Equivalents, beginning ofyear Cash and Cash Equivalents, end ofyear 3,502,256 1,881,349 Supplemental Disclosures of Cash Flow Information Cash paid for interest 1,853,463 1,108,175 0 2,659,396 0 1,430,989 191,339 0 0 3,328,551 1,609,927 39,698,520 Supplemental Schedule ofNoncash Investing and Financing Activities Transfer of assets from investment in split interest agreements to investments Extinguishment of a portion of the liability under split interest agreements due to the death of a donor Purchases of building and equipment included in accounts payable Financing costs capitalized as construction in progress Term debt satisfied by the issuance of new term debt See report of independent auditors and notes to combinedfinancial statements. 4

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Notes to Combined Financial Statements 1. Nature of Activities and Summary of Significant Accounting Policies Nature ofActivities- Buffalo State College Foundation, Inc (the "Foundation"), located in Buffalo, New York, is a not-for-profit organization established to promote the interests of the State University of New York College at Buffalo (the "College") and to support its students. Proceeds generated from the Foundation's activities, solicitations, and investments are used to assist College programs, provide student financial aid, and for the operation of the Foundation. The Buffalo State College Foundation Housing Corporation (the "Housing Corporation"), also located in Buffalo, New York, is a not-for-profit organization established for the construction and operation of a 224,000 square foot, seven-story, student-housing complex ("student residence") consisting of approximately 507 beds, to serve students of the College. Collectively, these entities are referred to as the "Organization". Construction of the student residence began in January 2010, was completed in the summer of 2011, and was available for occupancy in the fall semester of 2011. Principles of Combination- The combined financial statements include the accounts of the Foundation and the Housing Corporation. All significant transactions and accounts between the Foundation and the Housing Corporation have been eliminated upon combination. Basis ofAccounting- The financial statements are prepared on the accrual basis of accounting. Consequendy, revenues are recognized when earned rather than when received, and expenses and purchases of assets are recognized when the obligation is incurred, rather than when cash is disbursed. Comparative Financial Information- The combined fmancial statements include certain 2011 summarized comparative information. Accordingly, the information should be read in conjunction with the Organization's financial statements for the year ended June 30, 2011, from which the summarized information was derived. Cash and Cash Equivalents- The Organization considers all liquid investments with original maturities of three months or less and United States Treasury Bills to be cash equivalents. Investments- The Foundation values its investments at fair value, as determined by quoted market prices or other valuation methods. The difference between the aggregate fair value of investments at the beginning of the year and their aggregate fair values at the end of the year is recorded as an unrealized gain or loss in the combined statements of activities and changes in net assets. 5

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Notes to Combined Financial Statements (continued) 1. Nature of Activities and Summary of Significant Accounting Policies (continued) The Foundation's investments are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The Foundation's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. The three levels of the fair value hierarchy, and its applicability to the Foundation's investments, are described as: Levell Inputs- Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that are accessible at the measurement date. Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active. Also includes inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term through corroboration with observable, independent market data. This includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to the security. Level 3 Inputs - Pricing inputs are unobservable for the asset or liability. That is, inputs that reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability. Level 3 includes private investments that are supported by little or no market activity. Receivables- Receivables are recorded at net realizable value. Amounts included represent pledges, contributions receivable, and unpaid rent from the student residence. Receivables are stated at the amount management expects to collect from outstanding balances. Receivables are considered by management to be fully collectible, and accordingly, no allowance for uncollectible receivables was considered necessary at June 30, 2012 and 2011. At June 30, 2012 and 2011, the non-current receivable related to two irrevocable pledges totaling 800,000 that were recorded net of unamortized discounts of 293,456 and 296,839, respectively. These pledges are payable upon the deaths of the respective donors. The discount rate used on non-current receivables was 5% at June 30, 2012 and 2011. For the years ended June 30, 2012 and 2011, 3,383 was recognized as an addition to contributions revenue and 70,607 was recorded as a reduction to contributions revenue as a result of an adjustment for the present value discount of non-current receivables, respectively. 6

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Notes to Combined Financial Statements (continued) 1. Nature of Activities and Summary of Significant Accounting Policies (continued) Restricted Cash and Cash Equivalents- Amounts provided by the issuance of long-term debt are to be used to fmance the costs for the student residence construction and its related costs and are therefore classified as restricted cash along with required reserves funded under a loan agreement. Notes Receivable, net- Notes receivable are stated at the amount management expects to collect on balances outstanding at year-end and consist of principal balances due on outstanding art conservation student loans. The Foundation provides an allowance for doubtful accounts based upon a review of outstanding notes receivable, historical collection information, and existing economic conditions. Amounts are written off through bad debt expense upon the determination of uncollectability. The notes are repayable quarterly over five years, with varying interest rates ranging from 5.01% to 7.00%. Investment in Split Interest Agreements- The Foundation's split interest agreements with donors consists primarily of gift annuities, lead trusts, charitable remainder unitrusts and annuity trusts. Assets held under these agreements are reported at fair value. Generally, contribution revenues are recognized on the dates of donation to the annuities or trusts and are established after recording liabilities for the present value of the estimated future payments to be made to the third-party beneficiaries. The discount rate utilized was 6% at June 30, 2012 and 2011. The liabilities, reflected as liability under split interest agreements on the combined statements of fmancial position, are adjusted during the term of the trusts for changes in the value of the assets and other changes in the estimates of future benefits. Upon termination of a split-interest agreement, the asset and liability accounts related to the agreement shall be closed. Any remaining amounts in the asset or liability accounts shall be recognized as changes in the value of terminated split-interest agreements. Upon termination of the income obligation, property of the annuities or trusts is held by the Foundation in accordance with donor's annuity or trust agreement. Construction in Progress- Construction in progress is stated at cost and was transferred to building and equipment upon completion. Interest capitalized in conjunction with construction in progress was 0 and 2,642,146 for the years ended June 30, 2012 and 2011, respectively, and included 1,609,927 of financing costs at June 30, 2011 that were fully amortized related to debt that was refmanced during the year then ended. The construction project was completed and the assets were placed into service in September 2011. 7

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Notes to Combined Financial Statements (continued) 1. Nature of Activities and Summary of Significant Accounting Policies (continued) Building and Equipment net- Building and equipment, net, is stated at cost, net of accumulated depreciation. Major renewals and betterments exceeding 5,000 are capitalized, while costs of maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the approximate estimated lives of the assets, which range from 5 to 40 years. Financing Costs net- Debt financing costs are stated at cost, net of accumulated amortization. Debt financing costs are amortized on a straight-line basis over the thirty year term of the related debt and charged to interest expense beginning July 1, 2011. Accumulated amortization and amortization expense totaled 20,357 as of and for the year ended June 30, 2012. Annual amortization will total 20,357 through 2041. Impairment ofLong-Lived Assets- The Housing Corporation regularly assesses all of its long-lived assets for impairment when events or circumstances indicate their carrying amounts may not be recoverable. This is accomplished by comparing the expected undiscounted future cash flows of the assets with the respective carrying amount as of the date of assessment. Should aggregate future cash flows be less than the carrying value, a write-down would be required, measured as the difference between the carrying value and the fair value of the asset. Fair value is estimated either through independent valuation or as the present value of expected discounted future cash flows. If the expected undiscounted future cash flows exceed the respective carrying amount as of the date of assessment, no impairment is recognized. Accounts Payable and Accrued Expenses- Accounts payable and accrued expenses consist mainly of accrued interest and amounts owed by the Organization to the College and for expenses paid on their behalf. See footnote 12 for further related party transaction disclosures. Funds Held in Trust for Others- Acting solely as custodian, the Foundation receives and disburses funds held in trust for faculty, staff and campus organizations. These funds are expended in accordance with budgets and upon written authorization from the respective organizations. Revenue Recognition- Revenue from the rental of the student residence is recognized by the Housing Corporation in the period in which room occupancy occurs. Revenue is based on a fL' ed annual lease amount as determined by the College for each resident. 8

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Notes to Combined Financial Statements (continued) 1. Nature of Activities and Summary of Significant Accounting Policies (continued) Income and Gains on Grants and Contributions- Contributions received are recorded as unrestricted, temporarily restricted, or permanendy restricted depending on the existence and/ or nature of any donor restrictions. Amounts received that are designated for future periods, or restricted by the donor for specific purposes are reported as temporarily restricted or permanendy restricted support that increases those net asset classes. In the absence of donor specifications that income and gains on donated funds are restricted, such income and gains are reported as unrestricted support. It is the Organization's policy to record contributions of gifts when it is determined that they are unconditional. Donated Services and Supplies- Donated services are recognized as contributions if the services create or enhance non-fmancial assets or require specialized skills, are performed by people with those skills, and would otherwise be purchased by the Organization. Donated supplies are recorded at fair value at the date of the donation. Donated services which require specialized skills and donated supplies are recorded as unrestricted revenue and expenses. Unrestricted Net Assets- Unrestricted net assets represent resources whose use is not restricted by donor-imposed stipulations and are available for the general support of Organization. Temporarily Restricted Net Assets- Temporarily restricted net assets consist of unexpended contributions available for use for donor specified purposes. When a restriction expires, these assets are reclassified to unrestricted net assets and reported in the combined statements of activities and changes in net assets as net assets released from restrictions. Permanently Restricted Net Assets- Permanendy restricted net assets are those assets resulting from contributions whose use is limited by donor-imposed restrictions that neither expire by passage of time nor can be fulfilled or otherwise removed by actions of the Organization. Income Taxes- The Foundation and the Housing Corporation are exempt organizations as defined under Section 501 (c) (3) of the Internal Revenue Code (the "Code"), and as such, are exempt from federal income taxes. Accordingly, no provision for income taxes has been reflected in the accompanying combined financial statements. 9

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Notes to Combined Financial Statements (continued) 1. Nature of Activities and Summary of Significant Accounting Policies (continued) Accounting for Uncertainty in Income Taxes- The Organization's management evaluates its tax positions to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation, based on technical merits of the tax position. Management has analyzed the Organization's tax positions and has concluded that, as of June 30,2012 and 2011, there were no uncertain positions taken or expected to be taken that would require recognition or disclosure in the combined fmancial statements. Risks and Uncertainties- Investments are exposed to various risks, such as interest rate and market risk. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term would materially affect the Foundation's net assets. Management Estimates- The preparation of combined fmancial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the combined fmancial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification- In order to facilitate comparison of fmancial information, certain amounts reported in the prior year have been reclassified to conform with current year presentation. Subsequent Events- The Organization has evaluated subsequent events, for recognition or disclosure, through September 19, 2012, the date the Organization's combined fmancial statements were available to be issued and determined that additional disclosure was required as reported in Notes 4 and 12. 2. Significant Concentrations Cash deposited at financial institutions potentially subjects the Organization to concentrations of credit risk as cash may exceed federally insured limits at various times throughout the year. At June 30, 2012, 3,353,814 of deposits were subject to this risk of loss, as these balances were in excess of federally insured limits. 10

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Notes to Combined Financial Statements (continued) 2. Significant Concentrations (continued) Major contributors account for more than 10% of the Organization's revenue or outstanding accounts receivable. The Organization had revenue from two major contributors which accounted for 3,500,000 or 30% of total revenue for the year ended June 30, 2012. Receivables outstanding from these contributions totaled 1,500,000, or 71%, of total receivables at June 30, 2012. The Organization had revenue from two major contributors which accounted for 888,000 or 23% of total revenue for the year ended June 30, 2011. There were no outstanding accounts receivable amounts related to these contributions at June 30, 2011. 3. Restricted Cash and Cash Equivalents 2012 Current: Construction fund Surplus reserve fund Debt service- principal Debt service- interest Non-Current: Construction fund Repair and replacement reserve 191,339 1,170,614 335,002 0 3,391,775 0 0 35,444 1,696,955 3,427,219 837,372 600,002 1,211,776 0 1,437,374 1,211,776 3,134,329 4. 2011 4,638,995 Investments A significant portion of the Foundation's investments are held by the Commonfund, a private non-profit organization that pools funds of educational institutions and invests in various securities, including marketable and non-marketable securities, real estate and hedges. Each participating institution is allocated investment units based on the amounts invested. The market value of the investments is based on the value of the individual securities composing each fund. 11

Buffalo State College Foundation, Inc. and Buffalo State College Foundation Housing Corporation Notes to Combined Financial Statements (continued) 4. Investments (continued) The following summarizes the Foundation's investment portfolio a

Buffalo State College 1,220,290 0 0 1,220,290 1,536,730 Change in the value of split interest agreements (3,224) (17,649) (67,228) (88,101) (185,660) Change in the value of terminated . Transfer of assets from investment in split interest agreements to investments 0

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