Adding up Consolidated Financial Statements and Report of Independent Certified Public Accountants and Single Audit Reports YMCA OF THE USA May 2013 introduction What follows are YMCA of the HEADING USA’s 2012 and 2011consolidated financial statements and report Introduction copy dolor, risque ofauctor independent certified public a et, suscipit a lorem. accountants, Grant Thornton, Donec felis odio, venenatis which were prepared in May 2013. euismod porttitor vitae, egestas Please refer questions to YMCA of nec elit. Quisque sed neque justo. the USA’s finance department at Suspendisse luctus interdum 800-872-9622. condimentum. Suspendisse porta turpis a magna lobortis cursus. Nam dapibus lacinia ante semper lacinia. Pellentesque id nisl ut leo eleifend pretium. Praesent vel turpis magna. Cras enim mauris, consectetur eget imperdiet ut, rutrum et ante. 1 Contents Page Report of Independent Certified Public Accountants 4 Consolidated Financial Statements Statements of financial position 7 Statements of activities 8 Statements of cash flows 10 Statements of functional expenses 11 Notes to consolidated financial statements 13 Supplementary Information Consolidating statement of financial position 36 Consolidating statement of activities 37 Single Audit Reports Schedule of expenditures of federal awards 39 Notes to schedule of expenditures of federal awards 40 Report of Independent Certified Public Accountants on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 42 Report of Independent Certified Public Accountants on Compliance for Each Major Federal Program and on Internal Control Over Compliance 44 Schedule of findings and questioned costs 47 Grant Thornton LLP 175 W Jackson Boulevard, 20th Floor Chicago, IL 60604-2687 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS T 312.856.0200 F 312.565.4719 GrantThornton.com linkd.in/GrantThorntonUS twitter.com/GrantThorntonUS Board of Directors National Council of Young Men’s Christian Associations of the United States of America and Affiliates Report on the financial statements We have audited the accompanying consolidated financial statements of the National Council of Young Men’s Christian Associations of the United States of America and Affiliates (Y-USA), which comprise the consolidated statements of financial position as of December 31, 2012 and 2011, and the related consolidated statements of activities, cash flows and functional expenses for the years 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 consolidated 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 consolidated 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 consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to Y-USA’s preparation and fair presentation of the consolidated 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 Y-USA’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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the National Council of Young Men’s Christian Associations of the United States of America and Affiliates as of December 31, 2012 and 2011, and the changes in their net assets and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Supplementary Information Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information as of and for the year ended December 31, 2012, on pages 36 and 37 and the schedule of expenditures of federal awards, as required by the U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, are presented for purposes of additional analysis and are not a required part of the consolidated financial statements. Such supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures. These additional procedures include comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with the auditing standards generally accepted in the United States of America. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd Other reporting required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated May 13, 2013, on our consideration of Y-USA’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Y-USA’s internal control over financial reporting and compliance. Chicago, Illinois May 13, 2013 Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd National Council of Young Men’s Christian Associations of the United States of America and Affiliates CONSOLIDATED STATEMENTS OF FINANCIAL POSITION December 31, (In thousands) ASSETS 2012 2011 ASSETS Cash and cash equivalents Prepaid expenses and other assets Accounts receivable, net Related-party accounts receivable, net Investments Land held for sale, net Land, building and equipment, net Jerusalem property development Beneficial interests in perpetual trusts $ 18,381 2,124 23,977 182 77,558 9,448 10,977 7,697 $ 20,969 1,126 22,377 152 72,108 10,905 9,844 10,747 7,157 TOTAL ASSETS $ 150,344 $ 155,385 $ 16,528 1,991 168 10,405 $ 18,700 1,712 10,803 10,642 29,092 41,857 11,672 45,917 11,618 45,016 57,589 56,634 41,448 22,215 35,626 21,268 121,252 113,528 $ 150,344 $ 155,385 LIABILITIES AND NET ASSETS LIABILITIES Accounts payable and accrued liabilities Deferred revenue Notes payable Deferred lease payments Total liabilities NET ASSETS Unrestricted Undesignated Board-designated Total unrestricted Temporarily restricted Permanently restricted Total net assets TOTAL LIABILITIES AND NET ASSETS The accompanying notes are an integral part of these statements. 7 National Council of Young Men’s Christian Associations of the United States of America and Affiliates CONSOLIDATED STATEMENT OF ACTIVITIES For the year ended December 31, 2012 (In thousands) Revenues and support Contributions and support Government and other grants Corporate and foundation gifts General Jerusalem International YMCA World Service campaign Unrestricted Temporarily restricted $ $ Total contributions and support 5,093 141 222 5,456 Financial support from member YMCAs Program and service revenue Jerusalem International YMCA program revenue Royalties and other revenue Interest and dividends Net assets released from restrictions $ 24,351 52,496 5,969 4,878 2,387 1,038 21,904 Total revenues and support 19,714 3,209 275 1,153 Permanently restricted 298 (21,904) Total 407 - $ 24,807 3,209 823 222 1,153 407 30,214 - 52,496 5,969 4,878 2,387 1,336 - 94,128 2,745 407 97,280 38,777 26,029 21,413 - - 38,777 26,029 21,413 86,219 - - 86,219 10,681 2,181 - - 10,681 2,181 Total supporting services 12,862 - - 12,862 Total expenses 99,081 - - 99,081 Change in net assets from operations (4,953) 2,745 407 (1,801) 5,908 - 3,077 - 540 8,985 540 5,908 3,077 540 9,525 955 5,822 947 7,724 56,634 35,626 21,268 113,528 22,215 $ 121,252 Expenses Program activities Social responsibility Youth development Healthy living Total program activities Supporting services Management and general Fund-raising Non-operating activities Net realized and unrealized gains on investments Change in beneficial interests in perpetual trusts Total non-operating activities CHANGE IN NET ASSETS Net assets at beginning of year Net assets at end of year $ The accompanying notes are an integral part of this statement. 8 57,589 $ 41,448 $ National Council of Young Men’s Christian Associations of the United States of America and Affiliates CONSOLIDATED STATEMENT OF ACTIVITIES For the year ended December 31, 2011 (In thousands) Revenues and support Contributions and support Government and other grants Corporate and foundation gifts General Jerusalem International YMCA World Service campaign Unrestricted Temporarily restricted Permanently restricted $ $ $ Total contributions and support 4,344 92 421 366 5,223 Financial support from member YMCAs Program and service revenue Jerusalem International YMCA program revenue Royalties and other revenue Interest and dividends Net assets released from restrictions 44,005 56,324 5,049 4,801 1,106 934 41,149 Total revenues and support Expenses Program activities Consulting and other services to local associations Awards and grants to associations Jerusalem International YMCA Activate America Movement advancement and national positioning Public policy and government relations International movement strengthening Innovation activities Total program activities Supporting services Management and general Fund-raising Total supporting services Total expenses Changes in net assets from operations Non-operating activities Net realized and unrealized losses on investments Change in beneficial interests in perpetual trusts 21,170 21,047 115 1,673 244 (41,149) Total 477 - $ 25,514 21,139 1,013 366 1,673 477 49,705 - 56,324 5,049 4,801 1,106 1,178 - 114,586 3,100 477 118,163 36,633 29,959 6,825 2,520 20,855 1,997 1,285 2,450 - - 36,633 29,959 6,825 2,520 20,855 1,997 1,285 2,450 102,524 - - 102,524 9,453 2,200 - - 9,453 2,200 11,653 - - 11,653 114,177 - - 114,177 409 3,100 477 3,986 (1,458) - (905) - (534) (2,363) (534) Total non-operating activities (1,458) (905) (534) (2,897) CHANGE IN NET ASSETS (1,049) Net assets at beginning of year 2,195 57,683 Net assets at end of year $ The accompanying notes are an integral part of this statement. 9 56,634 (57) 33,431 $ 35,626 $ 1,089 21,325 112,439 21,268 $ 113,528 National Council of Young Men’s Christian Associations of the United States of America and Affiliates CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, (In thousands) Cash flows from operating activities Change in net assets Adjustments to reconcile change in net assets to net cash used in operating activities Depreciation and amortization Net realized and unrealized (gains) losses on investments Change in beneficial interests in perpetual trusts Permanently restricted contributions Changes in operating assets and liabilities Accounts payable and accrued liabilities Accounts receivable Deferred revenue and lease payments Prepaid expenses and other assets 2012 2011 $ 7,724 $ 1,089 1,558 (8,985) (540) (407) 1,385 2,363 534 (477) (2,172) (1,600) 42 (998) (5,342) (5,037) 805 (75) (5,378) (4,755) 10,905 (1,371) 1,141 (1,163) 3,913 (407) (1,119) 1,528 (596) 2,937 (477) 13,018 2,273 407 (10,635) 477 (4,272) (10,228) (3,795) (2,588) (6,277) 20,969 27,246 Cash and cash equivalents at end of year $ 18,381 $ 20,969 Supplemental disclosure of cash flow information Cash paid for interest $ $ Net cash used in operating activities Cash flows from investing activities Disposal of land held for sale Jerusalem property development Jerusalem property development - arbitration award Acquisitions of land, building and equipment, net Sales of investments Purchases of investments Net cash provided by investing activities Cash flows from financing activities Permanently restricted contributions Payments on notes payable Net cash used in financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year The accompanying notes are an integral part of these statements. 10 204 62 National Council of Young Men’s Christian Associations of the United States of America and Affiliates CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES For the year ended December 31, 2012 (In thousands) Personnel costs Awards and grants to associations Purchased, contract or donated services Conferences and meetings Printing, publications and promotions Occupancy Business-related travel costs Supplies Equipment - expendable or rented Volunteer costs Business insurance Provisions Telecommunications Depreciation and amortization Postage and shipping Financing costs Social responsibility Program activities Youth Healthy development living $ $ 16,051 9,282 4,855 1,297 1,091 1,166 1,610 395 305 487 317 301 297 608 139 169 Miscellaneous 407 Total functional expenses $ 38,777 The accompanying notes are an integral part of this statement. 11 $ Total 11,468 5,198 4,012 729 209 980 1,200 281 247 314 201 153 192 400 94 118 $ 9,968 3,780 2,699 952 177 799 1,184 222 248 239 163 120 152 331 92 101 $ 37,487 18,260 11,566 2,978 1,477 2,945 3,994 898 800 1,040 681 574 641 1,339 325 388 233 186 826 26,029 $ 21,413 $ 86,219 Supporting services Management and general Fund-raising $ 5,999 1,864 233 29 339 486 133 424 186 122 270 106 219 45 51 $ 175 $ 10,681 $ Total Total 1,780 5 163 169 46 10 8 - $ 7,779 1,864 233 34 502 655 179 424 186 122 270 116 219 53 51 $ 45,266 18,260 13,430 3,211 1,511 3,447 4,649 1,077 1,224 1,226 803 844 757 1,558 378 439 - 175 1,001 2,181 $ 12,862 $ 99,081 National Council of Young Men’s Christian Associations of the United States of America and Affiliates CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES For the year ended December 31, 2011 (In thousands) Program services Consulting and other services to local associations Personnel costs Awards and grants to associations Purchased, contract or donated services Business-related travel costs Printing, publications and promotions Occupancy Conferences and meetings Supplies Equipment - expendable or rented Volunteer costs Business insurance Provisions Telecommunications Depreciation and amortization Postage and shipping Organizational dues Financing costs $ Miscellaneous 21,107 690 5,344 2,780 215 1,252 1,289 488 489 765 338 281 561 498 84 198 88 Awards and grants to associations $ 166 Total functional expenses $ The accompanying notes are an integral part of this statement. 12 36,633 3,921 20,885 1,640 553 141 419 1,333 140 170 125 92 117 129 140 28 102 24 Jerusalem International YMCA $ $ 29,959 3,728 24 851 58 61 663 27 203 625 3 63 45 277 1 37 159 Activate America $ $ 6,825 1,221 75 555 208 38 15 97 85 41 6 28 13 46 43 11 13 7 Movement advancement and national positioning $ 18 $ 2,520 2,712 10 904 103 16,126 180 153 47 108 47 21 173 72 74 112 13 Supporting services Public policy and government relations $ $ 20,855 1,309 241 154 5 77 31 36 19 20 9 34 31 4 11 5 International movement strengthening $ 11 $ 1,997 751 83 17 55 2 29 15 9 47 174 18 8 23 27 1 7 6 Innovation activities $ 13 $ 1,285 $ Total 1,538 313 40 49 90 9 18 252 24 11 36 36 4 13 6 $ 36,287 21,767 9,865 3,951 16,637 2,725 2,923 1,021 1,768 1,092 630 460 1,047 1,124 207 493 308 11 219 2,450 $ 102,524 Management and general Fund-raising $ $ 5,719 1,482 376 19 263 82 157 176 197 138 70 261 16 187 34 276 $ 9,453 $ Total Total 1,771 167 19 152 58 27 6 - $ 7,490 1,482 543 38 415 82 215 176 197 138 70 27 261 22 187 34 $ 43,777 21,767 11,347 4,494 16,675 3,140 3,005 1,236 1,944 1,289 768 530 1,074 1,385 229 680 342 - 276 495 2,200 $ 11,653 $ 114,177 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2012 and 2011 (In thousands) NOTE A - DESCRIPTION OF ORGANIZATION The National Council of Young Men’s Christian Associations of the United States of America and Affiliates and Jerusalem International YMCA (JIY) (collectively, Y-USA or the Organizations) is an Illinois not-for-profit organization with headquarters in Chicago, Illinois. As the national resource office for the nation’s 2,700 YMCAs, Y-USA’s basic objective is to build the capacity of YMCAs to advance our cause of strengthening community through youth development, healthy living and social responsibility. Youth development aims to nurture the potential of every child and teen through programs such as childcare, education and leadership, swim and camp. Healthy living programs aim to improve the nation’s health and well-being through programs that focus on family time, well-being and fitness, sports and recreation. Social responsibility incorporates giving back and providing support to our neighbors with programs that include social services, global services, volunteerism and advocacy. Y-USA’s funding comes from various sources, the most significant being from YMCA associations throughout the United States. These associations are autonomous corporations, separately incorporated in their respective states, have independent boards and issue separate, individual financial statements, which are not included in the accompanying consolidated financial statements. Y-USA is governed by its Board of Directors (the National Board). Objectives, purposes, powers and functions of Y-USA are performed, carried out and made effective by the National Board. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and include the accounts of Y-USA and its subsidiary, JIY. Interorganization balances and transactions have been eliminated in consolidation. JIY is registered in Israel as a not-for-profit in accordance with the Association’s Law (1980). The Investment Committee has the responsibility of overseeing and protecting the endowment assets. Certain endowments and gifts contain restrictions that specify the use of income and/or principal. All distributions from the endowment fund continue to be made in accordance with the original donor restrictions and board designations and are accounted for in accordance with accounting principles generally accepted in the United States of America, adherence to Illinois law and the Uniform Prudent Management of Institutional Funds Act (UPMIFA). All disbursements are made for the express purpose of furthering YMCA work throughout the world. These consolidated financial statements include the accounts and transactions of Y-USA and JIY. 13 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) For the year ended December 31, 2012, Y-USA has changed the presentation of its functional expenses. This change enables Y-USA to report its functional expenses that are aligned with Y-USA’s strategic plan by each of the areas of focus. Accordingly, the functional expenses have been presented in the three categories for social responsibility, youth development and healthy living. Net Assets Net assets have been recorded and reported as changes in unrestricted, temporarily restricted or permanently restricted net assets. Unrestricted - Unrestricted net assets consist of resources that are available for use in carrying out the mission of the Organizations and include those expendable resources that have been designated for special use by the National Board. Temporarily restricted - Temporarily restricted net assets represent those amounts that are donor restricted with respect to purpose or time. When a donor restriction expires, that is, when a stipulated time restriction ends or the purpose of a restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the consolidated statement of activities as net assets released from restrictions. Permanently restricted - Permanently restricted net assets result from contributions with donor restrictions that mandate the original principal be invested in perpetuity. Permanently restricted net assets include beneficial interests in perpetual trusts held by third parties. The majority of the earnings from permanently restricted net assets are available for the general use of the Organizations. Revenues In the absence of donor restrictions, contributions and bequests are considered to be available for unrestricted use. All revenue is recognized in the period when the contribution, pledge or unconditional promise to give is received. Contributed Services A substantial number of unpaid volunteers have made significant contributions of their time in the furtherance of Y-USA’s activities. Such services do not meet the criteria for recognition as contributions; therefore, their value is not reflected in the accompanying consolidated financial statements. Contributed services are reported as contributions if such services create or enhance nonfinancial assets or if they would have been purchased if not provided by contribution, require specialized skills, and are provided by individuals possessing such specialized skills. Contributed services are recognized at their estimated fair values at date of receipt with an equal and offsetting amount in unrestricted functional expenses in the consolidated statements of activities, resulting in no net impact on the change in net assets during the year. Contributed services recognized related to consulting work were $400 and $-0- for the years ended December 31, 2012 and 2011, respectively. 14 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Awards and Grants to Associations These grants represent amounts distributed to member and international YMCAs to assist them in furthering their individual missions. Cash and Cash Equivalents Cash equivalents consist of short-term, highly liquid investments with maturities of three months or less. Investments Publicly traded investments are recorded at fair value determined on the basis of closing market prices or bid quotations. Other investments are recorded at fair value based on Y-USA’s unit share of the fair value of the underlying investments. Purchases and sales of investments are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Net realized and unrealized gains and losses are reflected in nonoperating activities. Accounts Receivable Accounts receivable are due from member associations and other entities net of allowances for uncollectible accounts. Y-USA determines its allowance for uncollectible accounts by considering a number of factors, including the length of time receivables are past due, Y-USA’s previous collection history, the member association’s or entity’s current ability to pay its obligation to Y-USA, and the condition of the general economy and the industry as a whole. Y-USA writes off accounts receivable when they become uncollectible, and the payments subsequently received on such receivables are credited to the appropriate allowance for uncollectible accounts. Land, Building and Equipment Land, building, equipment and leasehold improvements are recorded at cost. Depreciation is provided using the straight-line method based on the estimated useful lives of the related assets, ranging from three to thirty years. Amortization on leasehold improvements is provided over the life of the lease. Y-USA’s fixed asset capitalization policy is to capitalize long-lived assets with a value greater than $5. Beneficial Interests in Perpetual Trusts Y-USA has beneficial interests in certain perpetual trusts, which are held by third parties. Y-USA recognizes contribution revenue equal to its proportionate share of the fair value of the trust assets upon notification and determination that its right to receive benefits under the agreement is unconditional and irrevocable. Changes in the fair value of Y-USA’s interest in the trust assets are reflected as gains or losses in the consolidated statements of activities in the period in which they occur. The distributions are recognized as investment income. 15 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Concentration of Credit Risk Y-USA has certain financial instruments that subject it to potential credit risk. Those financial instruments consist primarily of cash and cash equivalents. Y-USA maintains its cash balance with financial institutions. At times, these balances may exceed the Federal Deposit Insurance Corporation insured limits. Y-USA has not experienced any loss on these accounts and believes there is no significant exposure of credit risk on cash and cash equivalents. Use of Estimates Management of the Organizations has made certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. Income Taxes Y-USA adopted Accounting Standards Codification (ASC) 740-10 as of January 1, 2009. ASC 740-10 clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return, including issues relating to financial statement recognition and measurement. This section provides that the tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not to be sustained if the position were to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. Y-USA is exempt from income tax under Internal Revenue Code (IRC) Section 501(c)(3) and is only subject to tax on income unrelated to its exempt purposes, unless that income is otherwise excluded by the IRC. The tax years ended 2009, 2010, 2011 and 2012 are still open to audit for both federal and state purposes. The adoption of ASC 740-10 did not have any impact on the Organizations’ financial statements. Y-USA had no liability for uncertain tax positions as of December 31, 2012 and 2011. Fair Value Measurements The Financial Accounting Standards Board (FASB) has issued guidance that defines fair value, establishes a framework for measuring fair value, specifies a fair value hierarchy based on the inputs used to measure fair value, and specifies disclosure requirements for fair value measurements. The guidance also maximizes the use of observable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the transparency of inputs as follows: 16 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the report date. A quoted price for an identical asset or liability in an active market provides the most reliable fair value measurement because it is directly observable to the market. Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the report date, as well as investments measured at net asset value (NAV), or its equivalent, that are redeemable at or near the reporting date. The nature of these securities includes investments for which quoted prices are available but which are traded less frequently and investments that are fair valued using securities, the parameters of which can be directly observed. Level 3 - Assets that lack sufficient pricing observability as of the report date, and investments measured at NAV or its equivalent asset value that are not redeemable at or near the reporting date. These assets are measured using management’s best estimate of fair value, where the inputs into the determination of fair value are not observable and require significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes observable requires significant judgment by the Organizations. The Organizations consider observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the fair value hierarchy is based on the pricing transparency of the instrument and does not necessarily correspond to the Organizations’ perceived risk of that instrument. Investments for which values are based on quoted market prices in active markets, and are therefore classified within Level 1, include mutual funds, common and preferred stock, and short-term money market mutual funds. The Organizations do not adjust the quoted price for such instruments, even in situations where the Organizations hold a large position and a sale could reasonably impact the quoted price. Investments that trade in markets that are not considered to be active, but that are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs, are classified within Level 2. These include certain commingled funds and limited partnerships. As Level 2 investments include positions that are not traded in active markets and/or subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and or/non-transferability, which are generally based on available market information. Also included in Level 2 are investments measured using an NAV per share or its equivalent that may be redeemed at that NAV at the reporting date or in the near term, which is generally considered to be within 90 days. 17 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Investments classified within Level 3 have significant unobservable inputs as they trade infrequently or not at all. Level 3 instruments include certain limited partnerships and an investment with the Jerusalem Foundation. When observable prices are not available for these investments, the Organizations use one or more valuation techniques (e.g., the market approach, the income approach or the cost approach) for which sufficient and reliable data is available. Also included in Level 3 are investments measured using an NAV per share or its equivalent that will not be redeemed at that NAV at the reporting date or in the near term, or for which redemption at that NAV is uncertain due to lockup periods or other investment restrictions. Y-USA’s beneficial interests in perpetual trusts held by others are valued using the fair value of the assets in the trust as a practical expedient, unless facts and circumstances indicate that the fair values of the assets in the trust differ from the fair value of the beneficial interests. Perpetual trusts held by others are classified within Level 3 of the fair value hierarchy. Y-USA adopted new guidance issued by the FASB that clarifies existing disclosures and requires new disclosures about fair value measurements. The requirement that purchases, sales, issuances and settlements be presented gross in the Level 3 reconciliation was adopted in 2011. Since this guidance only amends the disclosure requirements, it did not have any impact on Y-USA’s financial statements. Transfers between levels are recognized at the end of the accounting period. The transfers out of Level 3 into Level 2 were the result of a notice of intent to redeem shares which requires a 100-day notice. In September 2012, Y-USA exercised its option to redeem 100% of its Class B shares. The fair value of the redemption is $1,581. The carrying value of Y-USA’s cash and cash equivalents, invested cash in pending securities, accounts and pledges receivable, accounts payable, accrued liabilities and notes payable approximate their fair values due to their short-term nature. Recently Adopted Accounting Pronouncement In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRS.” ASU No. 2011-04 clarifies or changes certain fair value measurement principles and enhances the disclosure requirements, particularly for Level 3 fair value measurements. Y-USA adopted ASU No. 2011-04 as of December 31, 2012, and has included the required disclosures in the footnotes. ASU No. 2011-04 had no impact on Y-USA’s financial position or results of operations. Prior-Year Revisions Certain amounts previously reported have been revised to conform to the current-year presentation. 18 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) NOTE C - ACCOUNTS RECEIVABLE Accounts receivable consist of the following at December 31: Pledges due in varying amounts through 2014, noninterest-bearing, with interest imputed at 5% Present value discount Total pledges YMCA dues Other trade receivables Related-party accounts receivable Total accounts receivable Less allowance for doubtful accounts Accounts receivable, net 2012 2011 $15,824 (154) $15,192 (451) 15,670 14,741 6,070 6,328 182 5,961 6,181 152 28,250 27,035 (4,091) (4,506) $24,159 $22,529 Pledges receivable at December 31, 2012 and 2011, are due in future periods as follows: Less than one year One to five years Total pledges Less Provision for uncollectible accounts Discount to present value $13,677 2,147 $10,043 5,149 15,824 15,192 $15,562 Pledges are restricted for the following purposes: YMCA YMCA YMCA YMCA YMCA 2011 (108) (154) Pledges, net · · · · · 2012 Activate America initiatives child care initiatives family initiatives work in selected immigrant communities of the USA strategic plan initiatives 19 (161) (451) $14,580 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) NOTE D - ALLOWANCE FOR DOUBTFUL ACCOUNTS Changes in Y-USA’s allowance for doubtful accounts receivable and financial support are as follows for the years ended December 31: Beginning balance Provision for bad debts Accounts written off Total allowance for doubtful accounts 2012 2011 $ 4,506 680 (1,095) $4,231 530 (255) $ 4,091 $4,506 NOTE E - INVESTMENTS At December 31, 2012 and 2011, investments comprised the following: Publicly traded Mutual funds Common and preferred stock Short-term money market mutual fund Total publicly traded Other investments Commingled funds Invested cash in pending security purchases Limited partnership Jerusalem Foundation Total other investments Total investments 20 2012 2011 $ 9,675 40,460 180 $13,117 34,212 6,870 50,315 54,199 21,175 2,357 3,146 565 7,079 7,500 2,815 515 27,243 17,909 $77,558 $72,108 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) NOTE F - FAIR VALUE MEASUREMENTS The following table summarizes assets by fair value measurement level as of December 31: Level 1 Mutual funds Common and preferred stock Short-term money market mutual fund Commingled funds Limited partnership Jerusalem Foundation Total investments at fair value 2012 Level 2 Level 3 $ 9,675 40,460 180 - $ 21,175 1,581 - $50,315 $22,756 $ Total 1,565 565 $ 9,675 40,460 180 21,175 3,146 565 $2,130 75,201 Invested cash in pending security purchases 2,357 Total investments $77,558 Beneficial interests in perpetual trusts $7,697 Level 1 Mutual funds Common and preferred stock Short-term money market mutual fund Commingled funds Limited partnership Jerusalem Foundation Total investments at fair value 2011 Level 2 Level 3 $13,117 34,212 6,870 - $ 7,079 - $54,199 $ 7,079 $ $ 7,697 Total 2,815 515 $13,117 34,212 6,870 7,079 2,815 515 $3,330 64,608 Invested cash in pending security purchases 7,500 Total investments $72,108 Beneficial interests in perpetual trusts $7,157 $ 7,157 All net realized and unrealized gains or losses in the table above are reflected in the accompanying consolidated statements of activities. 21 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Investments valued at NAV as of December 31, 2012 and 2011, consisted of the following: Fair value Limited partnership Commingled funds Commingled funds Commingled funds Commingled funds Commingled funds $ 3,146 8,774 2,023 5,406 3,189 1,782 $ - $24,320 $ - Fair value Commingled funds Limited partnership Unfunded commitments Unfunded commitments $ 7,079 2,815 $ - $ 9,894 $ - 2012 Redemption frequency Annual Anytime Anytime Anytime Monthly Quarterly Redemption notice period 100 days Trade plus five days Trade plus 7 days Trade plus 10 days Trade plus 30 days Trade plus 20 days 2011 Redemption frequency Anytime Annually Redemption notice period Trade plus five days 100 days The changes in Level 3 assets for the years ended of December 31, 2012 and 2011, consisted of the following: Balance, December 31, 2011 Limited partnership Beneficial interests in perpetual trust funds Jerusalem Foundation Total Level 3 assets $ 2,815 Additions $ 7,157 515 $10,487 - $ - 22 Balance, December 31, 2012 Transfers Change in value $(1,581) $ 331 $ 1,565 540 50 7,697 565 $ 921 $ 9,827 $(1,581) National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Balance, December 31, 2010 Limited partnership Beneficial interests in perpetual trust funds Jerusalem Foundation Total Level 3 assets $ 2,915 Additions $ 7,691 602 $11,208 - Distributions $ $ - $ - Change in value Balance, December 31, 2011 $(100) $ 2,815 (100) (534) 13 7,157 515 (100) $(621) $10,487 Commingled Funds Harris Associates L.P. (Harris) Harris is an international value-oriented manager. All of the underlying assets are marketable securities. Harris’ strategy is to invest in companies that trade at a substantial discount to their underlying business value and are run by managers that think as owners. By purchasing quality businesses at a discount to underlying value, the managers hope to produce superior performance with below-average risk. The fund may invest up to 15% of the fund’s assets in emerging markets. The fund utilizes the MSCI EAFE benchmark. The fund allows for monthly redemptions with 30 days’ notice. Proceeds are payable within 30 days of withdrawal. In the first year of investment, any withdrawal is subject to a 2% charge, which may be waived at the sole discretion of the general partner. The fair value of the fund was $3,189 and $-0- at December 31, 2012 and 2011, respectively. Barings International Equity (Barings) The Barings Focused International Plus Equity Fund is an international fund that employs a “Growth as a Reasonable Price” investment style. The fund seeks to identify unrecognized growth by investing in companies where earnings growth prospects are better than consensus, and whose earnings growth is not fully discounted. The fund may have up to 20% invested in emerging markets but, in recent periods, has been below 15%. The fund utilizes the MSCI EAFE benchmark. All of the underlying assets are marketable securities. The fund allows for monthly withdrawals with 10 business days’ written notice, and will be payable within five business days. The fair value of the fund was $5,406 and $-0- at December 31, 2012 and 2011, respectively. Prudential Institutional Core Plus Fixed Income (Prudential) Prudential is a fixed income portfolio. All of the underlying assets are marketable securities. This is an actively managed strategy targeting +150 basis points over the Barclays Aggregate benchmark. Both benchmark and non-benchmark sectors are used in the portfolio, with an emphasis on credit-oriented sectors. The fund, in aggregate, is investment-grade. On average, approximately 65% of the portfolio is rated A3/A- or better. The fund allows for liquidity upon five days’ written notice. The fair value of the fund was $6,848 and $7,079 at December 31, 2012 and 2011, respectively. 23 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Oppenheimer Funds, Inc. The OFI Institutional Emerging Markets Equity Fund, LP is an emerging markets fund. The fund invests in common stocks of companies whose principal activities are in at least three developing markets. The fund invests in growth companies in any market capitalization. The selection process takes into account some top-down thematic trends: Mass Affluence, Restructuring, Technology and Trading. The fund is benchmarked against the MSCI Emerging Markets Index. All of the underlying assets are marketable securities. The fund allows for daily withdrawals with three to five days’ written notice, and will be payable next day. The fair value of the fund was $1,926 and $-0- at December 31, 2012 and 2011, respectively. Polunin Capital Partners Limited The Polunin Emerging Markets fund invests in emerging market companies that have strong balance sheets and whose value relative to replacement costs are compelling based on Polunin’s proprietary evaluation process. Trading liquidity is a key consideration. Typically, the portfolio comprises up to 100 stocks across 25 countries and 20 industrial sectors, and the majority of the portfolio is made up of out-of-index stocks at any point in time. This fund des not hedge currency exposure. The fund is benchmarked against the MSCI Emerging Markets Index. All of the underlying assets are marketable securities. The fund allows for monthly withdrawals with seven business days’ written notice, and will be payable within five business days. The fair value of the fund was $2,023 and $-0- at December 31, 2012 and 2011, respectively. Permal Fixed Income Holdings This fund is registered with the U.S. Securities and Exchange Commission. The objective of the fund is to achieve above-average returns over time while maintaining a lower risk profile than traditional investments. The pool is globally focused and the investments are both credit spread and non-credit spread related. The credit spread strategies include Fixed Income - Hedged and Fixed Income - Developed and Emerging Markets. The non-credit spread strategies include Global Macro, Relative Value Arbitrage and Event Driven strategies. The NAV of the fund is determined monthly. The fund allows for quarterly liquidity with 20 days’ written notice. The fair value of the fund was $1,782 and $-0- at December 31, 2012 and 2011, respectively. Limited Partnership The Investment Fund for Foundations (TIFF) Absolute Return Pool TIFF is a non-profit organization, the mission of which is to improve the investment returns of endowed non-profit organizations. The objective of the Absolute Return Pool is to generate, over three-year periods, an annualized return greater than 91-day treasury bills plus 5%. The pool holds domestic and international holdings. The NAV of the fund is determined monthly using the market value or fair value if market data is unavailable, of all of the underlying securities. The fund allows liquidity based on the class of shares held. There is a three-year initial lock on Class A shares and an initial one-year lock on Class B 24 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) shares. Redemption is annual. Notice of intent to redeem is required in September (100 days’ notice), with distribution the following January. The fair value of the fund was $3,146 and $2,815 at December 31, 2012 and 2011, respectively. NOTE G - LAND, BUILDING AND EQUIPMENT Land, building and equipment consist of the following at December 31: 2011 2012 Land Building Leasehold improvements Equipment $ 346 1,419 11,546 16,110 Total land, building and equipment Less depreciation and amortization Land, building and equipment, net $ 346 1,419 11,513 14,981 29,421 28,259 (19,973) (18,415) $ 9,448 $ 9,844 NOTE H - JERUSALEM PROPERTY DEVELOPMENT This project involves the expansion of the JIY YMCA facilities and the construction of residential units, an underground parking structure and retail space. In December 1999, a contract was signed with an Israeli developer to carry out the project. The contract, amended in 2002, called for an up-front payment of $9,000 followed by payments of $250 quarterly through 2006. Y-USA has received a total of $10,750 to date. The developer has exercised its right to withhold the remaining balances ($3,750) pending the final determination of Y-USA’s tax liability. In addition to the cash payment, the developer will construct and deliver to Y-USA, as custodian, a new sports center, a portion of the parking structure and related improvements. Y-USA has received assurance of performance of the developer through bank guarantees. The developer has received a 150-year lease on the land, ownership of the condominiums and a portion of the parking structure. Revenue will be recognized over the 150-year lease period. The future revenue is included in deferred lease payments totaling $10,405 and $10,642 as of December 31, 2012 and 2011, respectively. Y-USA has also invested $10,977 and $10,747 in this project through December 31, 2012 and 2011, respectively. Y-USA has been in legal dispute with the developer of a wellness facility and parking structure since 2008 in Jerusalem, Israel. This dispute is the result of a 1998 agreement to exchange a long-term land lease for a facility and $14,000 in cash. As of April 2013, the developer still owed Y-USA $3,800. Y-USA received arbitration awards for the delays and 25 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) arbitration expenses of $1,411 and $1,528 for 2012 and 2011 respectively. The wellness facility was substantially completed in early 2012, and possession of the wellness facility and parking structure was given to Y-USA and JIY on March 15, 2012. The developer has secured certain warranties and completion with bank guarantees to Y-USA. It is the intention of JIY to open the wellness facility as soon as the final modifications are completed. The facility will be an operating asset of JIY. NOTE I - NOTES PAYABLE Notes payable consisted of the following at December 31: 2012 Note payable for the Three Arches Hotel at an interest rate of LIBOR plus 1.5%, with principal and interest payments due through December 2016 2011 $143 $153 25 50 Mortgage payable for purchase of land at an interest rate of LIBOR plus 0.7%, with interest payments due quarterly and principal due on July 28, 2012 - 6,000 Note payable at an interest rate of LIBOR plus 1.5%, with interest payments due quarterly and principal due on December 10, 2013 - 4,600 $168 $10,803 Note payable at an interest rate of 3.25%, with principal and interest payments due annually through August 31, 2013 Total notes payable Maturities of the notes payable as of December 31, 2012, are as follows: 2013 2014 2015 2016 $ 53 38 38 39 $168 The covenant related to the $6,000 note, collateralized by the land held for sale, required that Y-USA maintain a debt service coverage ratio greater than 1.5 and a liquidity ratio greater than 0.06 to be in compliance. The covenant related to the $4,600 note required Y-USA to maintain tangible assets in an amount not less than $90,000, as well as unrestricted cash and investment balance of at least $30,000. Y-USA was in compliance with all covenants related to its debt until the sale of the property. 26 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) NOTE J - LETTERS OF CREDIT Y-USA has elected to assume the risk of a $1,000 deductible on its general liability insurance coverage. At December 31, 2012, Y-USA maintained unsecured, irrevocable letters of credit in the amount of $150 to secure the $1,000 deductible on its general liability coverage. No claims have been made against these letters of credit. As of December 31, 2011, Y-USA is no longer the obligor of letters of credit issued by a bank following the successful commutation of Y-Mutual. On April 8, 2011, Y-Mutual’s board of directors voted to commute the remaining insurance liability to Discover Reinsurance Company. Subsequently, Y-Mutual, without any remaining liabilities, was de-registered as a Bermuda entity and closed. Y-USA paid $4,600 to Y-Mutual in order to fund the commutation and expenses to close Y-Mutual’s operations. Y-Mutual officially ceased being an entity in November 2011. As of December 31, 2012, Y-Mutual has been successfully commuted. NOTE K - BOARD-DESIGNATED NET ASSETS At December 31, 2012 and 2011, board-designated net assets consisted of the following: Armed services work Y-USA board designated International work Advancing our cause Education and training Other domestic work Total board-designated net assets 27 2012 2011 $34,206 3,073 5,438 1,912 803 485 $31,890 3,073 5,059 3,762 675 557 $45,917 $45,016 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) NOTE L - TEMPORARILY RESTRICTED NET ASSETS At December 31, 2012 and 2011, temporarily restricted net assets were available for the following purposes: Activate America Specific grant programs International work Other programs Specific sponsored programs Armed services work Other scholarship Time restricted World Service campaign Geographically restricted domestic work Jerusalem work J.R. Mott Scholarship Total temporarily restricted net assets 2012 2011 $21,354 4,377 2,357 1,932 1,357 2,411 255 2,934 997 744 331 2,399 $ 8,455 13,756 2,108 1,999 1,097 2,204 185 1,734 1,187 626 117 2,158 $41,448 $35,626 Net assets were released from donor restrictions by incurring expenses satisfying the purpose restriction specified by donors as follows: Specific grant programs Specific sponsorship programs Activate America Other programs World Service campaign Scholarships 28 2012 2011 $15,142 2,256 2,778 1,389 339 $20,775 7,039 9,445 1,326 1,864 700 $21,904 $41,149 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) NOTE M - PERMANENTLY RESTRICTED NET ASSETS Permanently restricted net assets are restricted as investments in perpetuity and include the beneficial interests in perpetual trusts, with restrictions specified by donors and consisting of the following at December 31: Endowments Beneficial interests in perpetual trusts Other Total permanently restricted net assets 2012 2011 $14,317 7,697 201 $14,111 7,157 - $22,215 $21,268 The following table illustrates the purpose of the earnings of permanently restricted net assets at December 31: Unrestricted International work Time-restricted endowment Specific programs Scholarships Jerusalem work Armed services work Total permanently restricted net assets 2012 2011 $ 7,055 3,939 2,459 1,566 1,707 4,575 914 $ 6,486 3,862 2,259 1,566 1,707 4,489 899 $22,215 $21,268 NOTE N - ENDOWMENTS Y-USA’s endowment consists of various individual funds established for different purposes as detailed above, but primarily to support YMCA programs worldwide. The endowment consists of donor-restricted endowment funds and board-designated endowments. Net assets associated with the endowment funds are classified and reported based on the existence or absence of donor-imposed restrictions. UPMIFA, as enacted by the state of Illinois, applies to Y-USA’s donor-restricted endowment funds. As required by UPMIFA, Y-USA accounts for endowment net assets by preserving the fair value of the original gift as of the gift date of the donor-restricted endowment fund absent explicit donor stipulations to the contrary. As a result, Y-USA classifies as permanently restricted net assets (1) the original value of gifts donated to the permanent endowment, (2) the original value of subsequent gifts to the permanent endowment and (3) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. The 29 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) remaining portion of the donor-restricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets, according to donor stipulations, until those amounts are appropriated for expenditure by management for the donor-stipulated purpose. Y-USA considers the following factors in making a determination to appropriate or accumulate donor-restricted endowment funds: · The duration and preservation of the fund. · The purpose of Y-USA and the donor-restricted endowment fund. · General economic conditions. · The possible effects of inflation and deflation. · The expected total return from income and the appreciation of investments. · Other resources of Y-USA. · The investment policies of Y-USA. From time to time, the fair value of assets associated with individual donor-restricted endowment funds may fall below the level the donor requires the fund to retain as a fund of perpetual duration. Deficiencies of this nature are reported in unrestricted net assets of $592 and $856 as of December 31, 2012 and 2011, respectively. These deficiencies resulted from unfavorable market fluctuations that occurred shortly after the investment of new permanently restricted contributions and continued appropriation for certain programs that was deemed prudent by the board of directors. Y-USA has adopted investment and spending policies for endowment assets that attempt to provide a predictable stream of funding to programs supported by its endowment while seeking to maintain the purchasing power of the endowment assets. Under this policy, as approved by the board of trustees, the endowment assets are invested in a manner that is intended to provide adequate liquidity, maximize returns on all funds invested and achieve full employment of all available funds as earning assets. Y-USA has an active Investment Committee that meets regularly to ensure that the objectives of the investment policies are met, and that the strategies used to meet the objectives are in accordance with the investment policies. The board of directors has adopted a spending policy calculated as 5% of the funds’ 28-quarter rolling average balance, with a cap of no more than 6% of the funds’ current market value as of June 30. In establishing spending policy, the board of directors considered the long-term expected return on its endowment. Over the long term, the board of directors expects the current spending policy to allow its endowment to grow at an average of 4% annually. This is consistent with Y-USA’s objective of maintaining the purchasing power of the endowment assets held in perpetuity or for a specified term, as well as to provide additional real growth through new gifts and investment return. 30 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Endowment net assets composition by type of fund as of December 31, 2012, consisted of the following: Unrestricted Internally designated endowment funds Donor-restricted endowment funds Board-designated endowment funds Total funds $10,528 Temporarily restricted - $ Total - $10,528 12,076 14,317 25,801 40,342 - - 40,342 $50,278 $12,076 $14,317 $76,671 (592) $ Permanently restricted During the year ended December 31, 2012, Y-USA had the following endowment-related activities: Unrestricted Endowment net assets, beginning of year Investment return Investment income Net appreciation (realized and unrealized) Total investment return Contributions and additions Other changes Appropriation of endowment assets for expenditures Endowment net assets, end of year Temporarily restricted Permanently restricted Total $47,263 $ 9,900 $14,111 $71,274 334 105 - 439 5,875 3,077 - 8,952 6,209 3,182 - 9,391 - - 206 206 (3,194) $50,278 31 (1,006) $12,076 $14,317 (4,200) $76,671 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) Endowment net assets composition by type of fund as of December 31, 2011, consisted of the following: Unrestricted Internally designated endowment funds Donor-restricted endowment funds Board-designated endowment funds Total funds $10,528 Temporarily restricted - $ Total - $10,528 9,900 14,111 23,155 37,591 - - 37,591 $47,263 $9,900 $14,111 $71,274 (856) $ Permanently restricted During the year ended December 31, 2011, Y-USA had the following endowment-related activities: Unrestricted Endowment net assets, beginning of year Investment return Investment income Net depreciation (realized and unrealized) Total investment return Contributions and additions Other changes Appropriation of endowment assets for expenditures Endowment net assets, end of year Temporarily restricted Permanently restricted Total $50,912 $11,474 $13,632 $76,018 511 161 - 672 (1,490) (905) - (2,395) (979) (744) - (1,723) - (2,670) $47,263 - (830) $ 9,900 479 $14,111 479 (3,500) $71,274 NOTE O - RETIREMENT PLAN Y-USA participates in a defined contribution, individual account, money purchase retirement plan that is administered by the YMCA Retirement Fund (a separate corporation). This plan is for the benefit of all eligible professional and support staff of Y-USA who qualify under applicable participation requirements. 32 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) The YMCA Retirement Fund is operated as a church pension plan and is a not-for-profit, taxexempt, state of New York corporation. Participation is available to all duly organized and recognized YMCAs in the United States. As a defined contribution plan, the YMCA Retirement Fund has no unfunded benefit obligations. In accordance with the agreement with the YMCA Retirement Fund, Y-USA and employee contributions are a percentage of the participating employees’ salaries, paid for by Y-USA, and are remitted to the YMCA Retirement Fund monthly. Y-USA contributions charged to retirement expense were $3,367 and $3,316 for the years ended December 31, 2012 and 2011, respectively. NOTE P - COMMITMENTS AND CONTINGENCIES Minimum rental commitments for office space and office equipment under operating leases in effect as of December 31, 2012, are as follows: Payable in years ending December 31, 2013 2014 2015 2016 2017 Thereafter $ 1,731 1,755 1,800 1,768 1,621 13,226 Total commitments $21,901 Rental expense related to these operating leases was $2,336 and $2,313 for the years ended December 31, 2012 and 2011, respectively. Member associations are separate autonomous corporations, the operations of which are not under the control of Y-USA. However, Y-USA has, on occasion, been included as a defendant in litigation arising from incidents at member associations. Y-USA has generally been dismissed from these cases or settled within its insurance limits. In addition, litigation has been filed against Y-USA as the sole defendant for personal injury, intellectual property and human resource matters, and there is potential litigation pending against a related entity. Counsel, named by Y-USA insurers during the discovery process, is normally unable to express an opinion as to the liability and damage aspects of the cases. If Y-USA were to be held liable, it is possible that the plaintiff may, to the extent that the liability of Y-USA exceeds its insurance coverage, attempt enforcement action against the funds of Y-USA. It is the opinion of management that the outcome of any present litigation matters will not materially affect the net assets of Y-USA. 33 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED December 31, 2012 and 2011 (In thousands) NOTE Q - SUBSEQUENT EVENTS Y-USA evaluated its December 31, 2012, financial statements for subsequent events through May 13, 2013, the date the financial statements were available to be issued. Y-USA is not aware of any subsequent events that would require recognition or disclosure in the financial statements. 34 SUPPLEMENTARY INFORMATION National Council of Young Men’s Christian Associations of the United States of America and Affiliates CONSOLIDATING STATEMENT OF FINANCIAL POSITION December 31, 2012 (In thousands) ASSETS Y-USA JIY Eliminations Consolidated ASSETS Cash and cash equivalents Prepaid expenses and other assets Accounts receivable, net Related-party accounts receivable, net Investments Land, building and equipment, net Jerusalem property development Beneficial interests in perpetual trusts $ 18,033 2,101 23,422 182 77,558 8,431 10,977 7,697 $ 348 23 615 1,017 - $ (60) - $ 18,381 2,124 23,977 182 77,558 9,448 10,977 7,697 TOTAL ASSETS $ 148,401 $ 2,003 $ (60) $ 150,344 $ 11,364 1,648 25 10,405 $ 5,224 343 143 - $ (60) - $ 16,528 1,991 168 10,405 23,442 5,710 15,517 45,917 (3,845) - - 11,672 45,917 61,434 (3,845) - 57,589 - 41,448 22,215 - 121,252 LIABILITIES AND NET ASSETS LIABILITIES Accounts payable and accrued liabilities Deferred revenue Notes payable Deferred lease payments Total liabilities NET ASSETS Unrestricted Undesignated Board-designated Total unrestricted Temporarily restricted Permanently restricted Total net assets TOTAL LIABILITIES AND NET ASSETS 41,310 22,215 124,959 $ 148,401 36 (60) 138 (3,707) $ 2,003 $ (60) 29,092 $ 150,344 National Council of Young Men’s Christian Associations of the United States of America and Affiliates CONSOLIDATING STATEMENT OF ACTIVITIES For the year ended December 31, 2012 (In thousands) Y-USA JIY Eliminations Consolidated $ $ Revenues and support Contributions and support The National Fund Inc. grants Government and other grants Corporate and foundation gifts General Jerusalem International YMCA World Service campaign $ Total contributions and support 3,993 24,807 3,209 994 1,153 $ 207 722 - (4,200) (171) (500) - 34,156 929 52,496 5,969 2,328 1,336 4,878 59 - 96,285 5,866 (4,871) 97,280 41,535 23,978 19,362 2,113 2,051 2,051 (4,871) - 38,777 26,029 21,413 84,875 6,215 (4,871) 86,219 10,681 2,181 - - 10,681 2,181 Total supporting services 12,862 - - 12,862 Total expenses 97,737 6,215 Change in net assets from operations (1,452) Financial support from member YMCAs Program and service revenue Jerusalem International YMCA program revenue Royalties and other revenue Interest and dividends Total revenues and support Expenses Program activities Social responsibility Youth development Healthy living Total program activities Supporting services Management and general Fund-raising Non-operating activities Net realized and unrealized gains on investments Change in beneficial interests in perpetual trusts (4,871) 24,807 3,209 823 222 1,153 30,214 - 52,496 5,969 4,878 2,387 1,336 (4,871) (349) 99,081 - (1,801) 8,985 540 - - 8,985 540 Total non-operating activities 9,525 - - 9,525 CHANGE IN NET ASSETS 8,073 (349) - 7,724 116,886 (3,358) - 113,528 $ 124,959 $ (3,707) Net assets at beginning of year Net assets at end of year 37 $ - $ 121,252 SINGLE AUDIT REPORTS National Council of Young Men’s Christian Associations of the United States of America and Affiliates SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Year ended December 31, 2012 Federal CFDA number Federal grantor/pass-through grantor/program title U.S. Department of Health and Human Services Centers for Disease Control and Prevention: Investigations and Technical Assistance Passed through National Association of Chronic Disease Directors Centers for Disease Control and Prevention: Investigations and Technical Assistance Pass-through entity or contract identifying number $ 4,647,916 93.283 93.283 Federal expenditures 1062012/0792012 Total 176,855 4,824,771 PPHF 2012: Community Transformation Grants and National Dissemination and Support for Community Transformation Grants - financed solely by 2012 Prevention and Public Health Funds 93.531 1,391,232 Health Care Innovation Awards (HCIA) 93.610 389,216 PPHF 2012: Chronic Disease Innovation Grants - financed solely by 2012 Prevention and Public Health Funds 93.739 63,450 PPHF 2012: Racial and Ethnic Approaches to Community Health Program financed solely by 2012 Prevention and Public Health Funds 93.738 41,684 Passed through University of Colorado Denver Research on Healthcare Costs, Quality and Outcomes Northwestern University Assistance Programs for Chronic Disease Prevention and Control National Association of Chronic Disease Directors Chronic Diseases: Research, Control, and Prevention Total expenditures of federal awards 93.226 FY11 219 005 93.945 60030231 YMCA 93.068 1042012 114,222 15,877 2,628 $ 6,843,080 The accompanying notes are an integral part of this schedule. 39 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Year ended December 31, 2012 NOTE A - NATURE OF ENTITY The National Council of Young Men’s Christian Associations of the United States of America and Affiliates (Y-USA) is an Illinois not-for-profit organization with headquarters in Chicago, Illinois. The basic objectives of Y-USA are to serve as a means through which YMCAs can achieve their purposes and goals as a national movement, and to make available services that will enrich and strengthen YMCAs in carrying out their work. Federal Program Background Y-USA receives its federal funding from the U.S. Agency for International Development, the U.S. Department of Health and Human Services (HHS) and the U.S. Fish and Wildlife Service. The funding from Centers for Disease Control and Prevention (CDC) supports the following programs: Pioneering Healthier Communities (PHC), Action Communities for Health, Innovation and Environmental Change (ACHIEVE), Community Transformation Grants (CTG) and Racial and Ethnic Approaches to Community Health financed solely by 2012 Prevention and Public Health Funds (REACH). PHC seeks to expand community health promotion leadership and enhance the capacity of Y-USA, which results in the integration of public health practice in communities and community institutions to increase the quality, availability and effectiveness of educational and community-based programs designed to prevent disease, improve health and quality of life, embrace diversity, connect people and resources, and create a sense of community. ACHIEVE is a community leadership initiative that brings together local leaders and stakeholders in a collaborative approach to building healthier communities by promoting policy, systems and environmental change strategies that focus on physical activity, nutrition, tobacco cessation, obesity, diabetes and cardiovascular disease. CTG should support, disseminate and amplify successful program models and activities to address five strategic directions outlined in the CTG program: tobacco-free living, active living and healthy eating, high-impact, evidence-based clinical and other preventative services, social and emotional wellness, and healthy and safe physical environment. REACH seeks to reduce or eliminate chronic disease health disparities in racial and ethnic groups. Y-USA partnered with the National Association of Chronic Disease Directors as a subrecipient of an award from CDC. The primary goal is to establish a national dissemination framework for the delivery of evidence-based arthritis interventions with an emphasis on populations that are not currently reached via CDC’s state arthritis programs. Y-USA partnered with the University of Colorado Health Sciences Center as a sub-recipient of an award from Agency for Healthcare Research and Quality. The goal of this program is to promote innovative efforts to improve the management of obese patients in primary care through Y-USA’s Diabetes Prevention Program. 40 National Council of Young Men’s Christian Associations of the United States of America and Affiliates NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS - CONTINUED Year ended December 31, 2012 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying schedule of expenditures of federal awards includes the federal grant activity of Y-USA and is presented on the accrual basis of accounting. The information in the schedule is presented in accordance with the requirements of U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and NonProfit Organizations. Therefore, some amounts presented in this schedule may differ from amounts presented in, or used in the preparation of, the basic consolidated financial statements. Sub-recipients Of the federal expenditures presented in the schedule of expenditures of federal awards, Y-USA provided federal awards to sub-recipients as follows: CFDA number or contract number Amount provided to sub-recipients 93.283 $2,381,000 PPHF 2012: Community Transformation Grants and National Dissemination and Support for Community Transformation Grants – financed solely by 2012 Prevention and Public Health Funds 93.531 700,000 Research on Healthcare Costs, Quality and Outcomes 93.226 36,222 Program title U.S. Department of Health and Human Services Centers for Disease Control and Prevention: Investigations and Technical Assistance 41 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS Grant Thornton LLP 175 W Jackson Boulevard, 20th Floor Chicago, IL 60604-2687 T 312.856.0200 F 312.565.4719 GrantThornton.com linkd.in/GrantThorntonUS twitter.com/GrantThorntonUS Board of Directors National Council of Young Men’s Christian Associations of the United States of America and Affiliates We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the consolidated financial statements of the National Council of Young Men’s Christian Associations of the United States of America and Affiliates (collectively, Y-USA), which comprise the consolidated statement of financial position as of December 31, 2012, and the related consolidated statements of activities, cash flows and functional expenses for the year then ended, and the related notes to the financial statements, and have issued our report thereon dated May 13, 2013. Internal control over financial reporting In planning and performing our audit of the consolidated financial statements, we considered Y-USA’s internal control over financial reporting (internal control) to design audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Y-USA’s internal control. Accordingly, we do not express an opinion on the effectiveness of Y-USA’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of Y-USA’s financial statements will not be prevented, or detected and corrected, on a timely basis. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses. Given these limitations, during our audit we did not identify any deficiencies in Y-USA’s internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and other matters As part of obtaining reasonable assurance about whether Y-USA’s consolidated financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Intended purpose The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of entity-USA’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering Y-USA’s internal control and compliance. Accordingly, this report is not suitable for any other purpose. Chicago, Illinois May 13, 2013 Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON COMPLIANCE FOR EACH MAJOR FEDERAL PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE Grant Thornton LLP 175 W Jackson Boulevard, 20th Floor Chicago, IL 60604-2687 T 312.856.0200 F 312.565.4719 GrantThornton.com linkd.in/GrantThorntonUS twitter.com/GrantThorntonUS Board of Directors National Council of Young Men’s Christian Associations of the United States of America and Affiliates Report on compliance for each major federal program We have audited the compliance of National Council of Young Men’s Christian Associations of the United States of America and Affiliates (collectively, Y-USA) with the types of compliance requirements described in the U.S. Office of Management and Budget’s OMB Circular A-133 Compliance Supplement that could have a direct and material effect on each of its major federal programs for the year ended December 31, 2012. Y-USA’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. Management’s responsibility Management is responsible for compliance with the requirements of laws, regulations, contracts and grants applicable to Y-USA’s federal programs. Auditor’s responsibility Our responsibility is to express an opinion on compliance for each of Y-USA’s major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States; and OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations. The above-mentioned standards and OMB Circular A-133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd occurred. An audit includes examining, on a test basis, evidence about Y-USA’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of Y-USA’s compliance. Opinion on each major federal program In our opinion, Y-USA complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended December 31, 2012. Report on internal control over compliance Management of Y-USA is responsible for designing, implementing, and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered Y-USA’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to design audit procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with OMB Circular A-133, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of Y-USA’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. Given these limitations, during our audit, we did not identify any deficiencies in Y-USA’s internal control over Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd compliance that we consider to be material weaknesses. weaknesses may exist that have not been identified. However, material This purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A-133. Accordingly, this report is not suitable for any other purpose. Chicago, Illinois May 13, 2013 Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd National Council of Young Men’s Christian Associations of the United States of America and Affiliates SCHEDULE OF FINDINGS AND QUESTIONED COSTS Year ended December 31, 2012 I. SUMMARY OF AUDITOR’S RESULTS Financial Statements Type of auditor’s report issued: Unmodified Internal control over financial reporting: · · Material weakness(es) identified? Significant deficiency(ies) identified that are not considered to be material weaknesses? Noncompliance material to financial statements noted? Yes X No Yes X None reported Yes X No Yes X No X None reported X No Federal Awards Internal control over major programs: · · Material weakness(es) identified? Significant deficiency(ies) identified that are not considered to be material weaknesses? Type of auditor’s report issued on compliance for major programs? Any audit findings disclosed that are required to be reported in accordance with Section 510(a) of OMB Circular A-133? Yes Unmodified Yes Identification of major programs: CFDA Number(s) Name of Federal Program or Cluster 93.283 U.S. Department of Health and Human Services Centers for Disease Control and Prevention: Investigations and Technical Assistance 93.610 Centers for Medicare and Medicaid Services: Health Care Innovation Awards (HCIA) 47 National Council of Young Men’s Christian Associations of the United States of America and Affiliates SCHEDULE OF FINDINGS AND QUESTIONED COSTS - CONTINUED Year ended December 31, 2012 I. SUMMARY OF AUDITOR’S RESULTS - Continued CFDA Number(s) Name of Federal Program or Cluster U.S. Department of Health and Human Services - Continued PPHF 2012: Community Transformation Grants and National Dissemination and Support for Community Transformation Grants financed solely by 2012 Prevention and Public Health Funds 93.531 Dollar threshold used to distinguish between type A and type B programs: $300,000 Auditee qualified as low-risk auditee? X Yes II. FINANCIAL STATEMENT FINDINGS No matters reported. III. FEDERAL AWARDS FINDINGS AND QUESTIONED COSTS No matters reported. 48 No YMCA OF THE USA 101 N Wacker Drive Chicago, IL 60606 P 800 872 9622 F 312 977 9063 ymca.net 191303 05/13
© Copyright 2026 Paperzz