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Audit - 2012 • SALINA DOWNTOWN, INC. Financial Statements And Independent Auditor's Report ii December 31, 2012 r Table of Contents Page Independent Auditor's Report 3 Statement of Financial Position 4 it Statement of Activities & Net Assets 5 Statement of Cash Flows 8 Notes to the Financial Statements 9 ii BENSON ACCOUNTING, CPA, PA JOEL BENSON, CPA - MARY BENSON, CPA 1929 S. Ohio St. SALINA, KS 67401 PH: 785-827-3157 FAX: 785-827-3159 Independent Auditor's Report To the Board of Directors of SALINA DOWNTOWN, INC. We have audited the accompanying financial statements of Salina Downtown, Inc. (a nonprofit organization) which comprise the statement of financial position as of December 31, 2012, and the related statements of activities and cash flows for the year then ended, and the related notes to the 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. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We FI conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. i An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. I' Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Salina Downtown, Inc. as of December 31, 2012 and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. BENSON ACCOUN TING,L C ft PA , PA By: QA/1"-----Joeon, CPA February 8, 2013 Salina, KS SALINA DOWNTOWN, INC. STATEMENT OF FINANCIAL POSITION As Of December 31, 2012 ASSETS Current Assets Cash on Hand $ 1,695 Cash in Banks 154,317 Accounts Receivable 4,149 $ 160,161 Current Notes Receivable — Startup Kansas $ 100 Notes Receivable — DIP New Business Loans $ 27,935 Property and Equipment, Net $ 603 Total Assets $ 188.799 LIABILITIES & NET ASSETS it Current Liabilities Accounts Payable $ 6,579 Facade grant Payable 35,026 Payroll taxes Payable 2,691 $ 44,296 Current Notes Payable — Startup Kansas $ 100 Total Liabilities $ 44,396 Net Assets Unrestricted $ 69,933 ' Permanently Restricted $ 74,470 $ 144,403 Total Liabilities and Net Assets $ 188.799 See independent auditor's report and accompanying notes. 4 El SALINA DOWNTOWN, INC. STATEMENT OF ACTIVITIES & NET ASSETS For the Year Ended December 31, 2012 UNRESTRICTED NET ASSETS Revenues Service Fees $ 81,927 Organization Contribution 53,000 Business Support& Recruitment 8,118 Destination Marketing 8,167 Buddy Membership Income 3,000 Interest 802 Total Revenue $ 155,014 Program Expenses Organizational Expenses Salaries, Wages & Payroll Tax $ 71,289 Outside Professional Services 17,385 Utilities 2,813 Computer Supplies & Maintenance 2,312 Communications 1,926 Insurance 1,597 Dues & Subscriptions 1,279 Office Supplies 1,261 Postage & Printing 1,005 Equipment & Building Maintenance 789 Special Projects 500 Travel 405 Professional Development 363 Depreciation 322 Other Expenses 320 Taxes 75 Office Rent 0 Total Organizational Expenses $ 103,641 See independent auditor's report and accompanying notes. 5 • SALINA DOWNTOWN, INC. STATEMENT OF ACTIVITIES & NET ASSETS (CONTINUED) For the Year Ended December 31, 2012 Program Expenses (Continued) Committee Expenses Business Support Expenses Cluster Marketing $ 13,742 Sculpture Tour 6,414 Holiday Lighting 4,590 Seminars 1,654 Buddy Membership Expenses & Adjustments 1,419 Other 867 Environment 106 Total Business Support Expenses $ 28,792 Destination Marketing Expenses Marketing $ 10,992 Special Events 8,686 Total Destination Marketing Expenses $ 19,678 Communications &Advocacy Expenses Meetings $ 2,277 Total Comm. & Advocacy Exp. $ 2,277 Total Committee Expenses $ 50,747 Total Program Expenses $ 154,388 Change in Unrestricted Net Assets $ 626 Unrestricted Net Assets— Beginning of Year $ 74,337 Permanent Restriction Adjustment-Façade Grant (30) Board Imposed Permanent Restriction — New Business Loans $ (5,000) Unrestricted Net Assets — End of Year $ 69,933 it See independent auditor's report and accompanying notes. 6 SALINA DOWNTOWN, INC. STATEMENT OF ACTIVITIES & NET ASSETS (CONTINUED) For the Year Ended December 31, 2012 PERMANENTLY RESTRICED NET ASSETS RESTRICTED FADADE GRANTS: Facade Grant Revenues $ 0 Facade Grant Adjustments — Prior Years 30 Facade Grant (Expenses)/Returns (34,607) Change in Permanently Restricted Facade Net Assets $ (34,577) Permanently Rest. Facade Net Assets — Beginning of Year 64,777 Permanently Rest. Facade Net Assets — End of Year $ 30,200 RESTRICTED KHC-WEB BASED HISTORC TOURS: KHC Grant Revenues $ 0 KHC Grant (Expenses)/Returns (3,473) Change in Permanently Restricted KHC Net Assets $ (3,473) Permanently Rest. KHC Net Assets— Beginning of Year 7,420 Permanently Rest. KHC Net Assets— End of Year $ 3,947 RESTRICTED NEW BUSINESS LOAN POOL (NBL): NBL Grant Revenues $ 0 NBL Interest Income 323 NBL Grant Board Imposed Restriction 5,000 NBL Grant (Expenses)/Returns 0 Change in Permanently Restricted Net Assets $ 5,323 Permanently Rest. Net Assets— Beginning of Year 35,000 Permanently Rest. Net Assets— End of Year $ 40,323 RESTRICTED USDA KITCHEN INCUBATOR — KITCHEN 4 HIRE (K4H): K4H Grant Revenues $ 5,334 K4H Grant (Expenses)/Returns (5,334) Change in Permanently Restricted K4H Net Assets $ 0 Permanently Rest. K4H Net Assets— Beginning of Year 0 Permanently Rest. K4H Net Assets— End of Year $ 0 TOTAL PERMANANTLY RESTRICTED NET ASSETS: $ 74,470 See independent auditor's report and accompanying notes. 7 SALINA DOWNTOWN, INC. STATEMENT OF CASH FLOWS For the Year Ended December 31, 2012 CASH FLOWS FROM OPERATING ACTIVITIES: Service Fees & Organization Contributions $ 151,094 Façade Grant Received 0 Other Grants Received 8,334 Interest Received 1,124 Other Revenue 0 Façade Grant Paid (7,276) Cash Paid to Suppliers & Others (163,545) Net Cash Provided / (Used) by Operations $ (10,269) CASH FLOWS FROM INVESTING ACTIVITIES: Long Term Loan Investments Made (Notes Receivable) $ (17,000) Long Term Loan Payments Received (Notes Receivable) 10,950 Net Cash Provided / (Used) by Investing $ (6,050) CASH FLOWS FROM FINANCING ACTIVITIES: Long Term Borrowings (Start-up Kansas) $ 0 Repayment of Long Term Debt (Start-up Kansas) (6,375) Net Cash Provided/(Used) by Financing $ (6,375) NET INCREASE/ (DECREASE) IN CASH $ (22,694) CASH AT BEGINNING OF YEAR $ 178,706 CASH AT END OF YEAR $ 156,012 RECONCILIATION OF CHANGE IN NET ASSETS TO NET CASH PROVIDED BY OPERATING ACTIVITIES Increase/(Decrease) in Net Assets $ (37,131) Add Non-cash Expense, Depreciation/Loss 322 Net (Increase)/Decrease in Receivables (118) Net (Decrease)/Increase in Payables 26,658 Net Cash Provided / (Used) by Operations $ (10,269) See independent auditor's report and accompanying notes. 8 SALINA DOWNTOWN, INC. NOTES TO FINANCIAL STATEMENTS For the Year Ended December 31, 2012 NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies of Salina Downtown, Inc. is as follows: Business Activity — The function of Salina Downtown, Inc. is to improve the image of downtown Salina, Kansas through cooperation, promotion; business retention, recruitment and enhancement of physical appearance. The Organization primarily receives funds in the form of assessments to businesses located in the Business Improvement District. These assessments are invoiced and collected by the City of Salina and paid to the • Organization. Taxes — Salina Downtown, Inc. is exempt from federal and state income taxes under Internal Revenue Code Section 501(c)(6) and similar state provisions. The Organization prepares its financial statements on the accrual method of accounting. Method of Accounting — The Organization prepares its financial statements according to Accounting Standards Codification (ASC) Topic No. 958, "Financial Statements for Not- For-Profit Organizations". Under ASC Topic No. 958, the Organization is required to report information regarding its financial position and activities according to three classes of net assets: Unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. In addition, the Organization is required to present a statement of cash flows. The Organization also follows ASC Topic No. 958-605-25, "Accounting for Contributions Received and Contributions Made", whereby contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support depending on the existence and/or nature of any donor restrictions. Restricted net assets are reclassified to unrestricted net assets upon satisfaction of the time or purpose restrictions. Accounts Receivable — Salina Downtown, Inc. considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination is made. Through City of Salina ordinance, all accounts are to be billed and collected by the City of Salina for distribution to Salina Downtown, Inc. Therefore, all accounts uncollected by the City will remain on the receivables list of the City, and not the books of Salina Downtown, Inc. Accounts receivable included on the books of Salina Downtown, Inc. include only those payments actually received from Business Improvement District patrons through the end of the year which have not been paid to Salina Downtown, Inc. 11 Depreciation — Capital assets are recorded at cost. Depreciation is determined using both straight-line and accelerated methods over the estimated useful life of each asset. Il it See independent auditor's report. I' 9 SALINA DOWNTOWN, INC. NOTES TO FINANCIAL STATEMENTS (Continued) For the Year Ended December 31, 2012 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 certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and certain reported amounts of revenues and expenses during the reporting • period. Actual results could differ from those estimates. Date of Management's Review — Management has evaluated subsequent events through February 8, 1013, the date on which the financial statements were available to be issued. NOTE B — CONCENTRATIONS OF CREDIT RISK The Organization derives the vast majority of its revenues from the City of Salina, Kansas either through special budgeted funds or through sales tax revenues allotted to Salina Downtown, Inc. The Organization conducts all of its business and derives all of its funding as it relates to the geographical downtown district of Salina, Kansas. NOTE C — ORGANIZATION CONTRIBUTION The Organization has entered into an agreement with the City of Salina to merge private efforts with city government efforts toward the development of plans and programs to assure the vitality and prosperity of Salina's Central Business District, with no further restriction. The agreement provides the City and Salina Downtown, Inc. will jointly fund these programs. Contributions from the City of Salina for 2012 totaled $38,000. During the year ended December 31, 2012, the member organization Salina Regional Health Center also contributed $15,000 without restriction to assist with these same efforts. NOTE D — LEASES The Organization has entered into a lease agreement with the current landlord spanning a period sufficient for the base rent to cover the cost of premises alterations incurred by landlord in order to accommodate the Organization beginning on November 1, 2009. This remodeling cost totaled $17,427. Base rental shall be paid in the amount of $570 per month. As this total cost has been recovered, there is no lease expense for 2012, nor are there any future minimum lease payments; however, the Organization is still responsible for a proportionate share of utilities and incidentals. NOTE E — FUNCTIONAL CLASSIFICATION OF EXPENSES Salina Downtown Inc.'s expenses are primarily program related with an insignificant 1. amount of expenses related to administration and fund raising. Thus, the statement of functional expenses is not presented. li it See independent auditor's report. 10 SALINA DOWNTOWN, INC. NOTES TO FINANCIAL STATEMENTS (Continued) For the Year Ended December 31, 2012 NOTE F — CASH ON HAND AND IN BANKS Cash on the Statement of Cash Flows includes the following: Cash on hand $ 1,695 Cash in Bank — Certificates of Deposit 104,905 Cash in Bank— Debit Card Account 2,547 Cash in Bank— Operating 46,865 $ 156,012 For purposes of the Statement of Cash Flows, the Organization considers all highly liquid investments with a maturity of three months or less to be cash equivalents. it NOTE G — PROPERTY AND EQUIPMENT A detail of property and equipment, recorded at cost, is as follows: Furniture and Fixtures $ 7,552 Less Accumulated Depreciation (6,949) Net Property and Equipment $ 603 It is the policy of the Organization to capitalize assets with useful lives beyond 1 year and a cost in excess of $500. NOTE H — NOTE PAYABLE/NOTE RECEIVABLE — STARTUP KANSAS During the years ended December 31, 2010 & 2009, the Organization entered into several agreements with the Kansas Center for Entrepreneurship, Inc. (KCEI) whereby the Organization has applied for and was granted loans to award to member organizations carrying interest rates of 0% for various terms. For purposes of these loans, the Organization oversees the administration of the loans and related payments. The original loan amounts varied from $4,000 to $10,350 and were payable in monthly installments ranging from $100.00 to $143.75. However, from these payments, the Organization is allowed a monthly administrative charge of$45 in aggregate. The total aggregate amount due to KCEI monthly was $243.75. If, at a later date, any other amounts are determined uncollectible, an adjustment will be made at that time, and a workable plan will be determined between the Organization and KCEI. II Loan Receipts and Payments scheduled for the next six years are as follows: • Due for the Year Ending December 31, 2013: $ 100 Total: $ 100 See independent auditor's report. 11 SALINA DOWNTOWN, INC. NOTES TO FINANCIAL STATEMENTS (Continued) For the Year Ended December 31, 2012 NOTE I — DEVELOPMENT INCENTIVE PROGRAM (FACADE GRANT) The City of Salina has joined resources with Salina Downtown, Inc. in an effort to improve the aesthetics of the Business Improvement District through the repair and maintenance of exterior building façades. Property owners and/or tenants who are in good standing with the Business Improvement District (service fees are current) are eligible to apply. There are 2 levels of grants available. "Mini Grants" are available for up to $3,499 per award; "Forgivable Loans" are available for grants of $3,500 up to $15,000 per award. See Note J below for additional restrictions on "Forgivable Loan" awards. There are annual limits to the aggregate of each type of incentive grant as determined by the board of directors. During the year ended December 31, 2012, there were no City contributions to Salina Downtown, Inc. due to a substantial un-awarded remainder of funding from prior years. Grants awarded to Downtown Patrons, but not paid as of December 31, 2012 amounted to $35,026. As of December 31, 2012, $30,200 has not been awarded to qualifying businesses, but is available for award. This un-awarded amount not expended to Downtown shop and property owners is subject to retu r n to the Ci ty of Salina upon request, but ma y be rolled into the following year's grant allocation total. The City has agreed to allow that allocation to be awarded in the year ending December 31, 2013. The façade grant activity is included in the accompanying financial statements as Permanently Restricted activities due to the specificity of use of these funds. NOTE J — COMMITMENTS AND CONTINGENCIES The Organization, through its involvement in the "Forgivable Loan" Development Incentive Program indicated above, holds an obligation from award winning organizations to maintain the improvements and to occupy the same location for a three year period from the date of the agreement for which the award was granted. The obligation is reduced by 1/36 for each whole month after the award date. As of December 31, 2012, incentive recipients were contingently obligated to the Organization in the aggregate amount of $21,569. As this award is ultimately funded through the City of Salina, any return of the awarded loans would be an amount that is obligated to the City of Salina upon receipt. NOTE K— NOTES RECEIVABLE DIP — NEW BUSINESS LOANS The Organization has previously received an FHLBank Topeka Jobs Grant to be used to assist in the funding of new and small businesses. The original grant award was for $25,000, to which the Organization internally restricted another $10,000 in 2011 and $5,000 in 2012. These funds have been restricted for this specific use of making no interest loans and low interest loans to eligible downtown businesses. This is a permanent restriction as indicated on the Statement of Activities and Net Assets. See independent auditor's report. 12 SALINA DOWNTOWN, INC. NOTES TO FINANCIAL STATEMENTS (Continued) For the Year Ended December 31, 2012 NOTE K — NOTES RECEIVABLE DIP — NEW BUSINESS LOANS (Continued) Interest earned on these permanently restricted funds totaled $323 for 2012, and is intended to increase the available funding. As indicated on the statement of net assets, the result is a restricted total of $40,323 as of December 31, 2012. During the year ended December 31, 2012, a total of $17,000 was loaned to qualifying borrowers with varying payment terms. The total outstanding balance of loans made at December 31, 2012 is $27,935. Remaining funding available for loan awards is $12,388 at December 31, 2012. NOTE L—WEB BASED HISTORIC TOURS The Organization received a grant in 2011from the Kansas Humanities Council to be used in promoting Salina's Downtown through the use of a web based walking tour to encourage more visitors. These funds have been restricted for this specific use, and have been indicated as such on the Statement of Activities and Net Assets under permanently restricted funds. The grant amount was $7,420, of which $3,473 has been expended I during and through the year ended December 31, 2012. NOTE M — POSTRETIREMENT BENFITS The Organization maintains a SIMPLE retirement plan in which employees with over 2 years employment and who earn over $5,000 are eligible to participate. The plan states that the Employer will match employee withholdings up to a total of 3% for each calendar year. For the year ended December 31, 2012, the total amount of employer matching contributions is $1,504 and is included in the financial statements as Salaries, Wages and Payroll taxes. NOTE N — USDA KITCHEN INCUBATOR — KITCHEN FOR HIRE (K4H) The Organization has applied for and received a grant to be used in promoting Salina's Downtown through the utilization of an entrepreneurial facilitation focused on making a commercial kitchen available to prospective entrepreneurs. This project, funded in part by the grant awarded by the US Department of Agriculture in the amount of $70,050, and in partnership with the Masonic Center in Salina, is intended to provide food based entrepreneurs with access to a commercial kitchen in which to process their goods. The grant is structured such that grant income is recognized to the extent of related expenses and is intended as an expense reimbursement grant. During the year ended December 31, 2012, the total amount funded and expended for this project was $5,334. The remaining available funding for 2013 is $64,716. See independent auditor's report. 13 BENSON ACCOUNTING, CPA, PA JOEL BENSON, CPA MARY BENSON, CPA . 1929 S. OHIO ST. SALINA, KS 67401 PH: 785-827-3157 FAX: 785-827-3159 February 8, 2013 To the Board of Directors and Executive Director of SALINA DOWNTOWN, INC. (SDI) We have audited the financial statements of Salina Downtown, Inc. for the year ended December 31, 2012, and have issued our report thereon dated February 8, 2013. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standard, as well as certain information related to- the planned scope and timing of our audit. We have communicated such information in our letter to you dated April 18, 2012. Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings During the audit, the following items were noted as areas for potential improvement or additional focus, which if implemented and continued will improve the internal controls related to the accuracy and completeness of the books and records of SDI: 1) While reviewing activity in Accounts Payable, we noted that the billing date from the vendor often did not coincide with the invoice date in the software. This generally occurs when the entry date is selected as the billing date. We suggest using the same invoice date when entering the bills as the date used by the vendor. This will assure proper cutoff for recording accounts payable and recognizing them in the proper time period: 2) The use of class identifiers within the QuickBooks Software is a useful and powerful tool. We noted a couple of classes improperly omitted as a subclass of a parent class. We recommend constant review of the class system within the software to ensure all classes are properly totaled and maintained. 3) Façade grant recording accuracy is important to track the continuing restriction of net assets to that fund. During our audit, we noted that a couple of grants that had been awarded carried a minor difference between the amount that was recorded and the amount that was actually paid. Although this difference was not significant, it is necessary to track all activity properly and accurately. We recommend referring back to the original award document prior to each payment to ensure the correct payment. 4) We encourage board members to take an active role in the oversight of the transactions within the Organization. The use of dual signatures on the checking account is a good start to require at least one board member to be present to 1 BENSON ACCOUNTING, CPA, PA JOEL BENSON, CPA MARY BENSON, CPA 1929 S. OHIO ST. SAUNA, KS 67401 PH: 785-827-3157 FAX: 785-827-3159 approve those payments. However, with the use of a debit card for small purchases, this control is not present. We encourage the board members to proactive in the monitoring and oversight, particularly as it relates to the use of the debit cards. Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by Salina Downtown, Inc. are described in Note A to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed during 2012. We noted no transactions entered into by the Organization during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimate(s) affecting the financial statements relate to depreciation and collectability estimates. The financial statements are neutral, consistent, and clear. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. Management has corrected all such misstatements. In addition, none of the misstatements detected as a result of audit procedures and corrected by management were material, either individually or in the aggregate, to the financial statements taken as a whole. Disagreements with Management For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor's report. We are pleased to report that no such disagreements arose during the course of our audit. 2 BENSON ACCOUNTING, CPA, PA JOEL BENSON, CPA MARY BENSON, CPA 1929 S. OHIO ST. SALINA, KS 67401 PH: 785-827-3157 FAX: 785-827-3159 Management Representations We have requested certain representations from management that are included in the management representation letter dated February 8, 2013. Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a "second opinion" on certain situations. If a consultation involves application of an accounting principle to the Organization's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the Organization's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters This information is intended solely for the use of the Board of Directors and Executive Director of Salina Downtown, Inc. and is not intended to be, and should not be, used by anyone other than these specified parties. Very truly yours, • Benson Accounting, CPA, PA 3