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DAVE THOMAS FOUNDATION FOR ADOPTION Columbus, Ohio Financial Statements For the years ended June 30, 2013 and 2012 and Independent Auditors’ Report Thereon www.schneiderdowns.com

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DAVE THOMAS FOUNDATION FOR ADOPTION Columbus, Ohio

Financial Statements

For the years ended June 30, 2013 and 2012

and Independent Auditors’ Report Thereon

www.schneiderdowns.com

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C O N T E N T S

PAGE INDEPENDENT AUDITORS’ REPORT 1 FINANCIAL STATEMENTS Statements of Financial Position, June 30, 2013 and 2012 3 Statements for the years ended June 30, 2013 and 2012: Activities and Change in Net Assets 4 Cash Flows 6 Notes to Financial Statements 7 SUPPLEMENTARY FINANCIAL INFORMATION Schedules of Functional Expenses for the years ended June 30, 2013 and 2012 18

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INDEPENDENT AUDITORS’ REPORT Board of Trustees Dave Thomas Foundation for Adoption Columbus, Ohio Report on the Financial Statements We have audited the accompanying statements of financial position of the Dave Thomas Foundation for Adoption (the Foundation), which comprise the statements of financial position as of June 30, 2013 and 2012, and the related statements of activities and change in net assets, and cash flows for the years then ended, and the related notes to financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these 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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

Schneider Downs & Co., Inc.www.schneiderdowns.com

1133 Penn AvenuePittsburgh, PA 15222-4205

41 S. High StreetSuite 2100Columbus, OH 43215-6102TEL 412.261.3644

FAX 412.261.4876 TEL 614.621.4060FAX 614.621.4062

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Foundation as of June 30, 2013 and 2012, and the change in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of functional expenses on Page 18 to 21 are presented for purposes of additional analysis and are not a required part of the financial 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 financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the 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 financial statements as a whole.

Schneider Downs & Co., Inc. Columbus, Ohio September 6, 2013

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2013 2012

Cash and cash equivalents 4,631,260$ 3,020,122$ Investments 9,584,522 8,835,886Contributions receivable, net 1,624,386 2,129,977Grants receivable 400,224 -Prepaids and other assets 211,935 285,849 Cash surrender value of life insurance, net 352,007 -Property and equipment, net 116,892 115,433

Total Assets 16,921,226$ 14,387,267$

LIABILITIESAccounts payable 213,729$ 272,301$ Grants payable 6,120,700 5,401,050Accrued liabilities 281,763 126,805

Total Liabilities 6,616,192 5,800,156

NET ASSETS Unrestricted 9,942,951 8,280,836 Temporarily restricted 362,083 306,275

Total Net Assets 10,305,034 8,587,111

Total Liabilities And Net Assets 16,921,226$ 14,387,267$

See notes to financial statements.

DAVE THOMAS FOUNDATION FOR ADOPTION

STATEMENTS OF FINANCIAL POSITION

3

LIABILITIES AND NET ASSETS

June 30

ASSETS

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TemporarilyUnrestricted Restricted Total

REVENUES, SUPPORT AND OTHER INCOME Contributions and grants 15,086,255$ 743,565$ 15,829,820$ In-kind contributions 2,854,184 - 2,854,184 Investment income 782,290 - 782,290 Interest income 8,195 - 8,195 Net assets released from restrictions 687,757 (687,757) -

Total Revenues, Support and Other Income 19,418,681 55,808 19,474,489

EXPENSES Grants and allocations 10,822,376 - 10,822,376 Other program expenses 3,995,856 - 3,995,856

Total Program Expenses 14,818,232 - 14,818,232

Fundraising 2,248,315 - 2,248,315 General and administrative 690,019 - 690,019

Total Expenses 17,756,566 - 17,756,566

Change In Net Assets 1,662,115 55,808 1,717,923

NET ASSETS Beginning of year 8,280,836 306,275 8,587,111

End of year 9,942,951$ 362,083$ 10,305,034$

DAVE THOMAS FOUNDATION FOR ADOPTION

STATEMENTS OF ACTIVITIES AND CHANGE IN NET ASSETSFOR THE YEARS ENDED JUNE 30, 2013 AND 2012

2013

4

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TemporarilyUnrestricted Restricted Total

12,645,067$ 498,433$ 13,143,500$ 3,390,371 - 3,390,371

5,326 - 5,326 7,861 - 7,861

307,249 (307,249) -

16,355,874 191,184 16,547,058

8,348,919 - 8,348,919 3,517,554 - 3,517,554

11,866,473 - 11,866,473

2,973,639 - 2,973,639 590,037 - 590,037

15,430,149 - 15,430,149

925,725 191,184 1,116,909

7,355,111 115,091 7,470,202

8,280,836$ 306,275$ 8,587,111$

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See notes to financial statements.

2012

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2013 2012CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets 1,717,923$ 1,116,909$ Adjustment to reconcile changes in net assets to net cash provided by operating activities: Depreciation and amortization 54,800 21,973 Reinvested interest and dividends, net of fees (136,175) (126,801) Investment (gain) loss (557,078) 192,073 Contribution of cash surrender value of life insurance (368,977) - Change in cash surrender value of life insurance 16,970 - Loss on disposal of fixed assets 1,329 879 Changes in assets and liabilities: Contributions receivable 450,209 (150,266) Grants receivable (400,224) - Prepaids and other assets 73,914 (217,130) Accounts payable (58,572) (32,821) Grants payable 719,650 182,800 Accrued liabilities 154,958 (110,762)

Net Cash Provided By Operating Activities 1,668,727 876,854

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (57,589) (124,972)

Net Increase In Cash And Cash Equivalents 1,611,138 751,882

CASH AND CASH EQUIVALENTS Beginning of year 3,020,122 2,268,240

End of year 4,631,260$ 3,020,122$

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES During 2013 and 2012, the Foundation received donated securities of $55,383 and $88,351, respectively.

See notes to financial statements.6

DAVE THOMAS FOUNDATION FOR ADOPTION

STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED JUNE 30, 2013 AND 2012

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 1 - ORGANIZATION

The Dave Thomas Foundation for Adoption (the Foundation) is America’s only nonprofit public charity dedicated exclusively to finding permanent homes for more than 100,000 children waiting in foster care to be adopted. We are driven by Dave’s vision: Do what is best for the child. In our unwavering pursuit of this goal, we award grants to adoption organizations that connect children with families, raise funds to support our awareness campaigns and service initiatives, and offer free resources to organizations and prospective parents. Because we depend on people like you to help us fulfill our mission, please visit davethomasfoundation.org, or call 1-800-ASK-DTFA to find out how you can help. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies consistently applied by management in the preparation of the accompanying financial statements follows: Use of Estimates - The preparation of financial 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents - The Foundation considers all investments purchased with a maturity of three months or less to be cash equivalents. The Foundation maintains, at various financial institutions, cash and cash equivalents that exceed federally insured amounts at times. The Foundation regularly monitors the financial stability of these financial institutions and believes that the Foundation is not exposed to any significant credit risk.

Investment Valuation and Income Recognition - Investments are carried at fair value. The change in net unrealized fair value for the year is included in the statements of activities. Investment income (including realized gains and losses on investments, interest and dividends) is included in unrestricted net assets unless the income is restricted by donor or law. The cost of investment securities sold is determined using the specific identification method.

Fair value guidance establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level l measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Foundation has the ability to access.

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Level 2: Inputs to the valuation methodology include:

• Quoted prices for similar assets or liabilities in active markets; • Quoted prices for identical or similar assets or liabilities in inactive markets; • Inputs other than quoted prices that are observable for the asset or liability; • Inputs that are derived principally from or corroborated by observable market

data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the

lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at June 30, 2013 and 2012.

Equity Securities, Fixed-Income Securities and Money Market Funds: Valued at the closing price for identical assets reported on the active market on which the individual securities are traded.

The methods described above might produce a fair value calculation that might not be indicative of net

realizable value or reflective of future fair values. Furthermore, while the Foundation believes its valuation methods are appropriate and consistent, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Investment securities are exposed to various risks, caused by changes in interest rates, general market

volatility and credit risk, etc. Due to the level of risk associated with certain investment securities, it is possible that changes in risks in the near term could materially affect account balances and the amounts reported in the statements of activities and the statements of financial position.

Allowance for Doubtful Accounts - Contributions receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible accounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its assessment of the current status of individual receivables. It is reasonably possible that the Foundation’s estimate of the allowance for doubtful accounts will change.

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Basis of Accounting - The Foundation classifies resources for accounting and reporting purposes into

separate net asset classes based on the existence or absence of donor-imposed restrictions. Descriptions of the Foundation’s net asset categories are as follows:

Unrestricted Net Assets - Net assets that are not subject to donor-imposed restrictions or stipulations as to purpose or use.

Temporarily Restricted Net Assets - Net assets that are subject to donor-imposed stipulations that may or will be met, either by actions of the Foundation or by the passage of time. When restrictions expire, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions.

Property and Equipment - Property and equipment are carried at the lower of cost or fair value. Donated property and equipment are capitalized at their fair market value on the date donated. Depreciation and amortization are computed on a straight-line basis over the assets’ estimated useful lives ranging from two to four years. Grants Payable - Grants payable represent all unconditional grants that have been authorized prior to year-end, but remain unpaid as of the statement of financial position date. Contributions - Contributions are recognized as revenues when the donors’ unconditional promises to give are received.

Grant Income - Grant income is recorded when earned. Certain of the Organization’s revenue is subject to review by various funding sources, the purpose of which is to ensure compliance with contractual obligations. Revenue may be adjusted in subsequent periods as a result of these reviews.

In-Kind Contributions - In-kind contributions consist of contributed advertising and services. Contributed advertising is valued at fair market value at the date of receipt and is included in the statement of activities and change in net assets as in-kind contributions and as program and fundraising expense. Contributed services are recognized for services that require specialized skills (i.e., provided by those individuals possessing those skills, and representing services that would typically need to be purchased if not provided by the donor) and are recorded as in-kind contributions and as general and administrative expense at their estimated market value. Recognized contributions of services were primarily for legal, information technology and marketing costs.

Fundraising - The Foundation performs fundraising activities to generate income. These activities include special events such as golf outings and auctions aimed at soliciting funds for the Foundation. Through such activities, the Foundation often receives donated goods that are auctioned to the public. The proceeds from the sale of these items are reflected as contribution revenue in the statements of activities and change in net assets.

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes - The Foundation is exempt from federal income taxes under Section 501(c)(3) of the

Internal Revenue Code. The Foundation has not identified any material uncertain tax positions requiring accrual or disclosure in the financial statements. There was no interest or penalties recognized during 2013 or 2012. The Foundation’s tax years since 2010 remain subject to examination.

Subsequent Events - Subsequent events are defined as events or transactions that occur after the statement

of financial position date, but before the financial statements are issued or are available to be issued. Management has evaluated subsequent events through September 6, 2013, the date on which the financial statements were available to be issued. Reclassifications - Certain amounts have been reclassified in the prior year to conform to the current year’s presentation.

Recent Accounting Pronouncement - In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which provides a consistent definition of fair value to ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards (IFRS). It changes certain fair value measurement principles and enhances the disclosure requirements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and should be applied prospectively. The Foundation’s adoption of this ASU did not have a material impact to its financial statements. NOTE 3 - INVESTMENTS

Investments by type consist of the following at June 30:

2013 2012 Fair Fair Cost Value Cost Value

Equity securities $ 3,598,678 $ 4,156,924 $ 3,356,624 $ 3,664,217 Fixed income securities 3,618,271 3,558,980 3,558,895 3,622,824 Money market funds 1,449,707 1,449,707 1,548,845 1,548,845 Multi-asset class mutual funds 461,218 418,911 - -

$ 9,127,874 $ 9,584,522 $ 8,464,364 $ 8,835,886

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 3 - INVESTMENTS (Continued) Investment income consists of the following at June 30:

2013 2012

Interest income $ 35,784 $ 12,723 Dividend income 189,428 184,676 Realized and unrealized gain (loss), net 557,078 (192,073) $ 782,290 $ 5,326

The following table sets forth by level, within the fair value hierarchy, the Foundation’s assets at fair

value as of June 30, 2013 and 2012:

Assets at Fair Value as of June 30, 2013 Level 1 Level 2 Level 3 Total

Equity Securities: Finance $ 836,072 - - $ 836,072 Energy 574,812 - - 574,812 Consumer Discretionary 494,154 - - 494,154 Staples 439,926 - - 439,926 Materials 376,530 - - 376,530 Industrials 375,591 - - 375,591 Technology 341,607 - - 341,607 Health Care 332,293 - - 332,293 Utilities 264,395 - - 264,395 Telecommunications 109,518 - - 109,518 Unclassified 12,026 - - 12,026 Total 4,156,924 - - 4,156,924 Fixed Income Securities: Fixed Income Mutual Funds 817,636 - - 817,636 Government Securities 775,799 775,799 Corporate Bonds and Notes 654,403 - - 654,403 Asset Backed Securities 631,116 631,116 Exchange Traded Funds 454,741 - - 454,741 Certificate of Deposits 225,285 - - 225,285 Total 3,558,980 - - 3,558,980 Money Market Funds 1,449,707 - - 1,449,707 Multi-Asset Class Mutual Fund 418,911 - - 418,911 Total Assets At Fair Value $ 9,584,522 - - $ 9,584,522

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 3 - INVESTMENTS (Continued)

Assets at Fair Value as of June 30, 2012 Level 1 Level 2 Level 3 Total

Equity Securities: Energy $ 728,213 - - $ 728,213 Finance 605,942 - - 605,942 Industrials 349,603 - - 349,603 Materials 338,148 - - 338,148 Consumer Discretionary 338,001 - - 338,001 Technology 318,590 - - 318,590 Staples 315,287 - - 315,287 Utilities 258,331 - - 258,331 Health Care 240,520 - - 240,520 Telecommunications 97,648 - - 97,648 Unclassified 73,934 - - 73,934 Total 3,664,217 - - 3,664,217 Fixed Income Securities: Exchange Traded Funds 2,773,954 - - 2,773,954 Asset Backed Securities 378,110 - - 378,110 Corporate Bonds and Notes 188,470 - - 188,470 Certificate of Deposits 182,069 - - 182,069 Government Securities 100,221 - - 100,221 Total 3,622,824 - - 3,622,824 Money Market Funds 1,548,845 - - 1,548,845 Total Assets at Fair Value $ 8,835,886 - - $ 8,835,886

NOTE 4 - CONTRIBUTIONS RECEIVABLE

All contribution receivable amounts are to be collected within one year and are recorded at their net realizable value.

Contributions receivable at June 30 consist of the following:

2013 2012

Gross contributions receivable $ 1,662,345 $ 2,212,829 Less: Allowance for doubtful accounts (37,959) (82,852) Contributions receivable, net $ 1,624,386 $ 2,129,977

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 5 - NET ASSETS As of June 30, temporarily restricted net assets are as follows:

Net assets were released from donor restrictions by the passage of time, or by incurring expenses

satisfying purpose restrictions specified by donors as follows for the years ended June 30:

Net Assets Released From Donor Restrictions

2013

2012

The Duke Endowment Funding $ 280,000 - Wendy’s Wonderful Kids 227,500 $ 153,130 National Adoption Day 90,000 90,000 National Child Focus Recruitment 54,697 5,303 UMPS Care 29,400 600 Post-Adoption Benefits 6,160 8,216 Capital One Scholarship - 50,000 $ 687,757 $ 307,249

NOTE 6 - RELATED PARTIES The Foundation purchases certain goods and services through The Wendy’s Company (Wendy’s) at Wendy’s cost, amounting to approximately $21,000 and $89,000 for the years ended June 30, 2013 and 2012, respectively. Amounts payable to Wendy’s for such purchases are approximately $2,000 and $4,000 at June 30, 2013 and 2012, respectively. The Foundation is the sole beneficiary of certain fundraising events and in-store campaigns sponsored by Wendy’s and its franchisees. The Foundation received approximately $10,066,000 and $9,991,000 from Wendy’s from various fundraising activities for the years ended June 30, 2013 and 2012, respectively, which are reported as contributions on the statements of activities.

Temporarily Restricted Net Assets 2013 2012

Wednesday’s Child $ 198,019 - Post-Adoption Benefits 92,614 $ 98,774 Wendy’s Wonderful Kids 36,450 137,804 The Duke Endowment Funding 20,000 - Capital One Scholarship 15,000 15,000 National Child Focus Recruitment - 54,697 $ 362,083 $ 306,275

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 6 - RELATED PARTIES (Continued)

Certain key employees of Wendy’s have donated marketing, legal and information technology services to the Foundation. These services were provided in connection with the individuals’ responsibilities as employees of Wendy’s. Contributed services from these individuals totaled approximately $57,000 and $95,000 for the years ended June 30, 2013 and 2012, respectively, and are included in the statements of activities as in-kind contributions. The Foundation receives donated advertising from Wendy’s. The donated advertising totaled approximately $2,797,000 and $3,296,000 for the years ended June 30, 2013 and 2012, respectively, and is included in the statement of activities as in-kind contributions and as program and fundraising expense.

Wendy’s entered into an Assignment of Rights Agreement with Oldemark, LLC, dated as of November 5, 2000 (the Assignment). Wendy’s has used Mr. Thomas, the Founder, as a focal point for its products and services for many years, and has, through its extensive investment in the advertising and promotional use of Mr. Thomas’ name, likeness, image, voice, caricature, endorsement rights and photographs (the Thomas Persona), made the Thomas Persona well-known in the United States and throughout North America. Under the terms of the Assignment, the Foundation was granted the use of the Thomas Persona, at no charge, for as long as the Foundation maintains its present purpose and ideals. No revenue or expense has been recorded in the financial statements for the use of the Thomas Persona. NOTE 7 - OPERATING LEASES The Foundation leases office space under a noncancellable operating agreement that expires in fiscal year 2017, with two three-year options to extend. Lease expense approximated $100,000 and $56,000 for the years ended June 30, 2013 and 2012, respectively. The approximate future minimum lease payments under the lease for years subsequent to June 30, 2013 are as follows:

Year Ending June 30 Amount

2014 $ 101,000 2015 103,000 2016 103,000 2017 86,000

$ 393,000

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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NOTE 8 - RETIREMENT PLAN

The Foundation maintains a contributory defined contribution plan for eligible employees. The Foundation’s contributions to the plan are based on a percentage of each participant’s actual amount contributed to the plan, up to a 3% match by the Foundation. The Foundation’s contribution under the plan was approximately $32,000 and $30,000 for the years ended June 30, 2013 and 2012, respectively.

NOTE 9 - CASH SURRENDER VALUE OF LIFE INSURANCE During 2013, the Foundation was the recipient of a donated life insurance policy. As the beneficiary, the Foundation receives the cash surrender value if the policy is terminated and, upon death of the insured, receives all benefits payable. Future premiums are scheduled to be paid from the cash value of life insurance policy through 2016, and assuming no further premium payments, the policy will remain in force until September 16, 2022. The cash surrender value of the Company’s life insurance policy, net of redemption fees, amounted to $352,007 as of June 30, 2013. The life insurance expense recognized, net of investment returns, amounted to $16,970 for the year ended June 30, 2013.

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SUPPLEMENTARY FINANCIAL INFORMATION

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Program Grants Wendy’s Adoption Friendly National Adoptionand Awareness Wonderful Kids Workplace Day/Month

Grants and allocations 448,503$ 10,183,873$ - 75,000$ Salaries and wages 226,736 426,076 36,621$ 26,840 Public relations/advertising 181,390 - 62,000 178,668 Fundraising expense - - - -Program materials 196,974 15,665 12,059 395 Employee benefits 30,221 56,418 4,616 3,623 Travel 76,199 48,611 3,942 16 Program training - 133,716 - -Consulting fees - 2,592 - -Research and program evaluation 1,837 - - 2,205 Payroll taxes 16,877 32,002 2,862 1,879 Occupancy costs 14,999 34,997 3,000 2,000 Investment fees - - - -Database management - 82,973 - -Other expenses 11,923 - 245 -Conferences, conventions and meetings 7,035 6,505 6,100 25 Software 2,409 7,873 2,000 -Donated services 16,632 15,201 936 735 Depreciation 8,732 - - -Bad debts - - - -Photography 43,570 - - -Auction expenses - - - -Postage and shipping 24,936 4,546 2,739 93 Savings plan contributions 4,932 9,958 1,062 735 Accounting fees - - - -Office supplies 1,903 4,255 380 3,112 Legal fees 150 6,930 215 -Printing and publications 65 483 5,236 -Telephone 72 292 5 218 Fundraising materials - - - -Donated advertising 1,506,415 - - -

Total Expenses 2,822,510$ 11,072,966$ 144,018$ 295,544$

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DAVE THOMAS FOUNDATION FOR ADOPTION

SCHEDULE OF FUNCTIONAL EXPENSESFOR THE YEAR ENDED JUNE 30, 2013

June 30, 2013

Program Services

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National ChildPost Focus Recruitment Program General and

Adoption Model Services Total Fundraising Administrative Total

115,000$ - 10,822,376$ - - 10,822,376$ 2,346 82,109$ 800,728 302,593$ 267,538$ 1,370,859

- - 422,058 490 - 422,548 - - - 325,649 - 325,649 3,750 35,350 264,193 3,166 - 267,359

318 10,700 105,896 40,016 35,487 181,399 (510) 5,270 133,528 37,078 8,590 179,196

- 1,314 135,030 - - 135,030 310 71,756 74,658 - 47,878 122,536

107,504 - 111,546 - - 111,546 142 6,393 60,155 23,456 22,798 106,409

- - 54,996 24,998 21,463 101,457 - - - - 89,036 89,036 - - 82,973 - - 82,973 - 199 12,367 34,368 48,284 95,019 3,358 31,182 54,205 2,145 11,734 68,084

- 3,355 15,637 30,381 20,113 66,131 64 2,173 35,741 13,871 7,202 56,814

- - 8,732 2,375 43,693 54,800 - - - 50,000 - 50,000 - - 43,570 - 4,480 48,050 - - - 41,167 - 41,167

84 - 32,398 4,772 3,673 40,843 70 406 17,163 8,190 6,303 31,656

- - - 1,216 28,575 29,791 - 359 10,009 2,580 12,681 25,270 - - 7,295 2,322 4,345 13,962 - - 5,784 2,133 831 8,748

7 185 779 161 5,315 6,255 - - - 4,233 - 4,233 - - 1,506,415 1,290,955 - 2,797,370

232,443$ 250,751$ 14,818,232$ 2,248,315$ 690,019$ 17,756,566$

See independent auditors’ report.

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Program Grants Wendy’s Adoption Friendly National Adoptionand Awareness Wonderful Kids Workplace Day/Month

Grants and allocations 558,505$ 7,498,164$ - 217,250$ Salaries and wages 199,552 432,486 34,293$ 18,910 Public relations/advertising 163,881 153,897 74,985 49,815 Fundraising expense - - - -Program materials 138,080 90,139 53,773 -Employee benefits 19,975 44,741 3,553 1,958 Travel 40,149 56,569 2,279 3,348 Program training - 97,424 - -Consulting fees 2,194 5,420 - -Research and program evaluation 74,200 - - -Payroll taxes 14,266 30,764 2,479 1,348 Occupancy costs 9,025 18,488 1,884 1,717 Investment fees - - - -Database Management - 90,000 - -Other expenses 26,773 1,754 638 479 Conferences, conventions and meetings 9,043 4,707 9,991 -Software 7,167 3,361 14,333 -Donated services 22,820 16,266 1,054 582 Depreciation - - - -Bad debts - - - -Photography 17,975 - 455 -Auction expenses - - - -Postage and shipping 29,767 3,325 2,365 54 Savings plan contributions 4,006 11,906 921 408 Accounting fees - - - -Office supplies 1,757 2,866 506 270 Legal fees - - - -Printing and publications 1,080 402 2,435 -Telephone 155 1,433 - 230 Fundraising materials - - - -Donated advertising 1,369,219 - - -

Total Expenses 2,709,585$ 8,564,112$ 205,945$ 296,369$

Program Services

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DAVE THOMAS FOUNDATION FOR ADOPTION

SCHEDULE OF FUNCTIONAL EXPENSESFOR THE YEAR ENDED JUNE 30, 2012

June 30, 2012

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National ChildPost Focus Recruitment Program General and

Adoption Model Services Total Fundraising Administrative Total

75,000$ - 8,348,919$ - - 8,348,919$ 3,196 - 688,437 309,090$ 243,488$ 1,241,015

- - 442,578 5,637 - 448,215 - - - 222,515 - 222,515

4,500 - 286,492 - - 286,492 331 - 70,558 31,676 24,961 127,195

19 - 102,364 54,623 8,262 165,249 - - 97,424 - - 97,424 - 3,793$ 11,407 - 41,000 52,407 - - 74,200 - - 74,200

227 - 49,084 22,624 20,616 92,324 395 - 31,509 13,855 23,514 68,878

- - - - 70,588 70,588 - - 90,000 - - 90,000 - - 29,644 47,457 29,242 106,343

2,736 - 26,477 27,004 8,714 62,195 - - 24,861 20,383 4,818 50,062

99 - 40,821 29,643 24,400 94,864 - - - - 21,973 21,973 - - - 100,000 - 100,000 - - 18,430 - - 18,430 - - - 87,810 - 87,810

70 - 35,581 14,302 3,947 53,830 96 - 17,337 7,345 4,930 29,612

- - - - 27,108 27,108 - - 5,399 6,850 24,065 36,314 - - - 150 2,105 2,255 - - 3,917 7,500 263 11,680 - - 1,818 198 6,043 8,059 - - - 38,689 - 38,689 - - 1,369,219 1,926,288 - 3,295,507

86,669$ 3,793$ 11,866,473$ 2,973,639$ 590,037$ 15,430,149$

See independent auditors’ report.

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