DIOCESAN FISCAL MANAGEMENT CONFERENCE 43rd ANNUAL CONFERENCE Houston, TX September 24, 2012 William G. Weldon, CPA Chair, USCCB Accounting Practices Committee CFO, Diocese of Charlotte Agenda Recent Updates to Diocesan Financial Issues Update on Major FASB Projects Potential Changes to the Not-forProfit Financial Reporting Model Other Standard Setting Matters Just who is the USCCB Accounting Practices Committee? USCCB Accounting Practices Committee Committee of 20 members: 11 CPA/CFO’s from dioceses, 4 CPA’s representing LCWR and CMSM, and 5 CPA advisers from large public accounting firms Members and chairperson are recommended by the Committee, subject to approval and invitation by the General Secretary of the USCCB. USCCB Accounting Practices Committee Current members representing (Arch)dioceses: Guy Chapdelaine – Manchester Deacon Frank Chauvin – St. Louis David Holden – Denver Mary Beth Koenig - Austin Bob Sellers – Birmingham Mark Smith - Allentown Paul Ward – St. Petersburg Mike Weis – Dallas Bill Weldon - Charlotte USCCB Accounting Practices Committee Primary purpose is to represent the Catholic Church before regulatory bodies in the formulation of accounting principles and reporting standards that would affect the Church Active in accounting, tax and financial governance issues at the diocesan level Diocesan Financial Issues Document created by the APC and published by the USCCB in 2002; on USCCB website: http://www.usccb.org/about/financialreporting/upload/Diocesan-Financial-Issues.pdf Provides specific guidance on financial issues that are unique to Catholic dioceses Supplement to the Guide to Preparing Nonprofit Financial Statements (Cline, Paschall, Eason, 2006), which provides general accounting guidance on not-forprofit accounting Diocesan Financial Issues Topics include: Financial Management Issues Cemeteries Compensation and benefits of Priests and Religious Deposit & Loan funds Diocesan Finance Officer and Diocesan Finance Council Federal Funding Foundations Fundraising, diocesan appeals and gift acceptance Income tax issues Investments Property and Equipment Records Retention Service funds School tuition Diocesan Financial Issues Updates Posted June 2012 Chapter I – Financial Management Issues: Establishment of a Compensation Committee added as a best Financial Management Practice Administer pay and benefits of highly compensated employees (>$115,000/year for 2012) Based on comparability data Contemporaneous documentation Diocesan Financial Issues Updates Posted June 2012 Chapter XIII - Income Tax: Automatic Excess Benefits Reminder that perquisites such as companion travel, personal services, housing, etc. to a “disqualified person” that are not excluded from taxable wages under the IRC or as a properly substantiated and qualified expense reimbursement, are subject to penalties unless the Church has clearly indicated its intent to treat these benefits as compensation at the time they were paid. Diocesan Financial Issues Updates Posted June 2012 Chapter XIII - Income Tax: Foreign Investments (investments in offshore funds) Filing requirement triggered by transferring cash/assets of $100,000 in a given year; or a change in, or actual ownership, of 10% or more of the investment vehicle. Diocesan Financial Issues Updates Posted June 2012 Chapter XV - Property and Equipment: updated limits for diocesan properties: Activity Leasing (mrkt value prop) Alienation (pop <500K) Alienation (pop >500K) Other Juridic Persons Subject to Bishop Minimum Maximum $1M or 3yrs $5.0M $250,000 $3.5M $750,000 $7.5M > of $25K or prior yr’s income No longer subject to annual adjustments $5.0M Diocesan Financial Issues Updates Posted June 2012 Chapter XVI – Records Retention New sample policy included Diocesan Financial Issues Sample Policies/Forms All receiving 1-GB USB drive with Word/Excel documents of all the sample policies and forms contained in DFI. Use these as templates to modify for your diocese. Diocesan Financial Issues Sample Policies/Forms 1. Audit Oversight Responsibilities of the Audit Committee/DFC 2. Conflicts of Interest Policy 3. Policy to Report Wrong-Doing (Whistle Blower Policy) 4. Fraud Policy 5. Code of Conduct 6. Parish Financial Reporting Form (Representation Letter) to Diocesan Bishop Diocesan Financial Issues Sample Policies/Forms 7. Parish Finance Council Guidelines 8. Parish Internal Control Questionnaire 9. Promissory Note – Deposit/Loan Program 10. Diocesan Finance Council Statutes 11. Diocesan Financial Reporting Form (Representation Letter) to Metropolitan Archbishop 12. Records Retention Policy Update on Major FASB Projects Leases Revenue Recognition Financial Instruments Liquidity and Interest Rate Risk Disclosures Private Company Project Disclosure Framework Leases Two models for both lessees and lessors – based on how much of the underlying asset is being consumed. Typically equipment leases – high consumption Typically property leases – low consumption Leases Lessee Accounting At lease inception: Debit: Right-of-use asset Credit: Liability (Calculated as the present value of the lease payments as of lease inception) Leases Lessee Accounting Throughout life of lease: Equipment leases - Record interest expense and amortization (of asset) expense, with more interest expense in the early years (similar to mortgage style interest amortization) Property leases – Record a single expense straight-line over the life of the lease Leases Lessor Accounting for Equipment Leases At lease inception: Debit: Receivable Debit: Residual value of equipment Credit: Equipment Credit: Lease revenue Throughout life of lease: Record interest income using a mortgagestyle approach Leases Lessor Accounting for Property Leases Similar to current operating leases Record income on a straight-line basis over the life of the lease Revenue Recognition Contributions NO Collaborative Arrangements NO Contracts with Customers YES Revenue Recognition Likely to significantly impact software, telecommunications and real estate industries Not likely to impact most Not-for-Profits Exception from onerous performance test for many NFP contracts with customers Key changes for NFPs: Bad debts as contra-revenue Additional disclosures Financial Instruments Proposed changes no longer significant for Not-for-Profits Loans receivable and liabilities remain at cost NFPs already at fair value for debt securities. Liquidity and Interest Rate Risk Disclosures Expected cash flow obligations, segregated by their expected maturities in a tabular format. Available liquid funds in a tabular format. Quantitative or narrative information about an entity’s exposure to liquidity risks. Identify significant changes relating to the amounts of financial assets and financial liabilities and their related liquidity risks compared to the prior reporting period. Private Company Council Established by FAF on May 23, 2012 Independent Chair; 9 to 12 members; at least 5 meetings per year Overseen by FAF Private Company Review Committee; formal reassessment in 3 years PCC decisions subject to FASB endorsement (simple majority) Private Company Decision Making Framework Framework by which to determine whether exceptions or modifications to existing GAAP should be made for private companies (not separate GAAP) Discussion document issued July 31 of this year outlining six factors that differentiate financial reporting considerations of private companies and public companies Using framework, PCC will identify, deliberate and vote on proposed changes for private companies Disclosure Framework Project Goal: A disclosure standard or conceptual framework that reduces disclosure overload while making disclosures more comparable and effective. Viewed as a critical project in addressing GAAP complexity for all entities (public companies, private companies, NFPs) Discussion document issued July 12 of this year; APC plans to issue a response. Potential Changes to the NFP Financial Reporting Model NFP Advisory Committee Net Asset Classification Operating Measures Line of Business Reporting Liquidity MD&A NFP Financial Reporting Model/NAC Why did FASB create the Not-for-Profit Advisory Committee (NAC)? Provide a continuous source of input focused on the NFP sector Evaluate effectiveness of SFAS 116 & 117 – now two decades old Increased emphasis on non-public company reporting (private cos. & NFPs) Impact of convergence of US GAAP with IFRS NFP Financial Reporting Model/NAC Primary functions of NAC Provide input and guidance to the FASB on existing and proposed standards, projects and issues Assist the FASB in communication and outreach to NFP constituencies NFP Financial Reporting Model/NAC Committee Composition – 18 members NFP Financial Statement Preparers (NFP CEOs and CFOs) NFP Financial Statement Auditors (Partners of national and regional CPA firms) NFP Financial Statement Users (Charitable Giving Oversight, Rating Agencies, etc.) NFP Financial Reporting Model/NAC Committee Composition – 18 members Community/Social Service Organizations Health Care/Hospitals Foundations Religious Organizations Higher Education Cultural Entities (Museums) NFP Financial Reporting Model/NAC FASB staff comments about NAC Real spirit of cooperation among all NAC members Providing constructive suggestions, not complaints Strong desire to improve standards NFP Financial Reporting Model/NAC FASB Board member (Larry Smith) serves as liaison with NAC – attends all meetings Meet with full Board for two hours during each two-day meeting Board extremely open/receptive to NAC suggestions NFP Financial Reporting Model/Net Asset Classification Reconsidering the current three classes of net assets based on donor-imposed restrictions Term “unrestricted” is misleading PP & E investment Bank covenants Regulatory restrictions NFP Financial Reporting Model/Net Asset Classification Reconsidering the current three classes of net assets based on donor-imposed restrictions Should donor-restricted classes be expanded to include restrictions imposed by other sources (statute, debt covenants, contracts, etc)? Q1 Should net asset classes be narrowed to just two (donor-restricted and other or restricted and other)? Q2 NFP Financial Reporting Model/Operating Measure Considering changes to the Statements of Activities and Cash Flows to better convey financial performance Should an operating measure based on “core” business be required in the Statement of Activities? (Q3) Single defined measure? (Q4a) Flexible parameters, but based on specific principles? (Q4b) Currently this is allowed but not required by SFAS 117 NFP Financial Reporting Model/Operating Measure Considering changes to the Statements of Activities and Cash Flows to better convey financial performance Should Statement of Activities be two statements: Statement of Operations and Statement of Changes in Net Assets? Q5 Does the Statement of Cash Flows add value? Q6 Could it be replaced/eliminated for some NFPs? NFP Financial Reporting Model/Operating Measure Considering changes to the Statements of Activities and Cash Flows to better convey financial performance Can we better link the Statements of Activities and Cash Flows by aligning an operating measure in the Statement of Activities with the operating cash flows? Q7 NFP Financial Reporting Model Line of Business Reporting Considering line of business or functional expense reporting to better convey financial performance Should a Statement of Functional Expenses still be required only for voluntary health and welfare organizations, or expanded to more or all NFPs? Q8 Should NFPs in multiple businesses provide line of business reporting? Q9 Consider (arch)diocese consolidated financial statements NFP Financial Reporting Model/Liquidity Considering whether financial statements provide adequate information about an NFP’s ability to meet its financial obligations Is better information needed about (Q10): Whether & when assets convert to cash? The extent of donor restrictions? Non-donor restrictions (Board designations, lease commitments, etc.)? Matching of outflows (obligations) and inflows to meet those obligations? NFP Financial Reporting Model/Liquidity Considering whether financial statements provide adequate information about an NFP’s ability to meet its financial obligations Is better information needed about how net assets relate to liquidity? Q10e Use of subclasses that correlate to liquidity Spendable Limited (for Restricted) & Designated (for Other) Nonspendable NFP Financial Reporting Model/Liquidity (N.A. Classification) Restricted (All) Other • Spendable • Spendable • Limited • Designated • Nonspendable • Nonspendable (e.g., PP&E) Should there be subclasses of net assets based on liquidity/spendability? Q11 46 NFP Financial Reporting Model/Liquidity Considering whether financial statements provide adequate information about an NFP’s ability to meet its financial obligations Should there be a footnote narrative addressing liquidity/reserves? Q12 Current disclosures about investments (SFAS 157) and endowments (SFAS 117) seem disconnected. (Inaccurate impression that investments are available, but may be permanently restricted) NFP Financial Reporting Model/MD&A Considering whether a management commentary that explains financial information provided in the financial statements would enhance financial reporting GASB requires MD&A SEC requires MD&A IASB talking about future business risks NFP Financial Reporting Model/MD&A Considering whether a management commentary that explains financial information provided in the financial statements would enhance financial reporting Limit to a financial discussion; not service outcomes Limit to information contained in the actual financial statements What about cost and burden, especially to smaller NFPs? NFP Financial Reporting Model/MD&A Considering whether a management commentary that explains financial information provided in the financial statements would enhance financial reporting Should such information Be required? Q13a Be encouraged? Q13b In Summary: StandardSetting Project Reexamine Net Asset Classifications and Improve Liquidity Information Improve Reporting of Financial Performance Streamline and Improve NFPSpecific Disclosures Research Project Other Financial Communications (explore best practices, including management commentary) Other Standard Setting Matters Involving NAC Definition of a nonpublic entity Disclosure requirements for NFPs Other Standard Setting Matters Involving NAC FASB has established a project to re- examine the definition of a nonpublic entity Currently there are multiple definitions in the Codification Of primary concern to NFPs: Issuers of conduit debt are generally considered public companies NAC: Conduit debt may not be only/best indicator Other Standard Setting Matters Involving NAC FASB has established a project to reexamine the definition of a nonpublic entity Similarity of NFPs to public companies: Resources from broad group of providers Public reporting (via form 990) However: Religious organizations are typically funded from their members Shouldn’t put all NFPs under same umbrella Other Standard Setting Matters Involving NAC FASB has established a project to reexamine the definition of a nonpublic entity Similarity of NFPs to private companies: Limited resources (personnel and funding) Valuation of organization not relevant Other Standard Setting Matters Involving NAC FASB has established a project to reexamine the definition of a nonpublic entity Other considerations: Public interest Favored tax-exemption privilege Does tax exempt status imply public accountability and, thus, a public entity? Isn’t this a regulatory matter, under the purview of the IRS, not FASB? Other Standard Setting Matters Involving NAC FASB has established a project to reexamine the definition of a nonpublic entity Is there a continuum from low to high public accountability? If so, is there a continuum of GAAP/ disclosures based on degree of public accountability? Other Standard Setting Matters Involving NAC Application of general GAAP to NFPs Are certain required disclosures: Intended primarily for investors seeking a financial return and, thus, not relevant to donors and other users of NFP financial statements? Better suited for mgmt. commentary? Are certain accounting standards not relevant to users of NFP financial statements, i.e., fair value standards? Other Standard Setting Matters Involving NAC Application of general GAAP to NFPs Do these issues depend on the notion of public accountability? The NAC continues to provide input on the Disclosure Framework project as it pertains to NFPs THANK YOU!
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