THE DONALD R. WATSON FOUNDATION, INC. (A Component Unit of the University of North Carolina at Wilmington) FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2015 AND 2014 Certified Public Accountants and Advisors Since 1947 Greensboro, NC | Raleigh, NC | Winston-Salem, NC Member of a Global Association of Independent Accounting and Consultancy Firms THE DONALD R. WATSON FOUNDATION, INC. Table of Contents Page No. Independent Auditor's Report ……………………………………………………………… 1 Financial Statements Statements of Financial Position ……………………………………………………… 3 Statements of Activities and Changes in Net Assets …………………………………… 4 - 5 Statements of Cash Flows ……………………………………………………………… 6 Notes to Financial Statements ………………….……………………………………… 7 - 12 Certified Public Accountants and Advisors Since 1947 Greensboro, NC | Raleigh, NC | Winston-Salem, NC Independent Auditor's Report To the Board of Directors The Donald R. Watson Foundation, Inc. Wilmington, North Carolina Report on the Financial Statements We have audited the accompanying financial statements of The Donald R. Watson Foundation, Inc. (the "Foundation"), (a North Carolina nonprofit corporation) which comprise the statement of financial position as of June 30, 2015, and the related statements of activities and changes in net assets, and cash flows for the year then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Foundation's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Foundation's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Donald R. Watson Foundation, Inc. as of June 30, 2015, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Page 1 Prior Period Financial Statements The financial statements of The Donald R. Watson Foundation, Inc. as of June 30, 2014, were audited by other auditors whose report dated September 16, 2014, expressed an unmodified opinion on those statements. Greensboro, North Carolina September 8, 2015 Page 2 THE DONALD R. WATSON FOUNDATION, INC. Statements of Financial Position June 30, 2015 and 2014 Assets 2015 Cash and cash equivalents Investments, net Total Assets 2014 $ 25,349 1,515,209 $ 1,540,558 $ 29,815 1,576,581 $ 1,606,396 $ $ Net Assets Net Assets: Temporarily restricted Permanently restricted Total Net Assets 540,762 999,796 $ 1,540,558 See Notes to Financial Statements Page 3 606,600 999,796 $ 1,606,396 THE DONALD R. WATSON FOUNDATION, INC. Statement of Activities and Changes in Net Assets Year Ended June 30, 2015 Revenues, Gains and Other Support Interest and dividends Realized gain on investments Unrealized loss on investments Miscellaneous other support Total revenues, gains and other support Unrestricted Temporarily Restricted Permanently Restricted $ $ $ 2,629 85,789 23,396 (84,092) - - Total $ 85,789 23,396 (84,092) 2,629 2,629 25,093 - 27,722 90,931 (90,931) - - 93,560 (65,838) - 27,722 60,804 15,201 76,005 - - 60,804 15,201 76,005 17,555 17,555 - - 17,555 17,555 93,560 - - 93,560 Changes in net assets - (65,838) - (65,838) Net assets, beginning of year - 606,600 999,796 1,606,396 - $ 540,762 $ 999,796 $ 1,540,558 Net assets released from restrictions Total revenues, gains, other support and net assets released from restrictions Expenses: Program services: Scholarships Contributions Total program services Supporting services: Management and general Total supporting services Total expenses Net assets, end of year $ See Notes to Financial Statements Page 4 THE DONALD R. WATSON FOUNDATION, INC. Statement of Activities and Changes in Net Assets Year Ended June 30, 2014 Revenues, Gains and Other Support Interest and dividends Realized gain on investments Unrealized gain on investments Total revenues, gains and other support Unrestricted Temporarily Restricted Permanently Restricted $ $ $ Net assets released from restrictions Total revenues, gains, other support and net assets released from restrictions Expenses: Program services: Scholarships Contributions Total program services Supporting services: Management and general Total supporting services Total expenses - 54,909 17,756 155,958 - Total $ 54,909 17,756 155,958 - 228,623 - 228,623 89,034 (89,034) - 89,034 139,589 - 228,623 - 57,465 14,366 71,831 - - 57,465 14,366 71,831 17,203 17,203 - - 17,203 17,203 89,034 - - 89,034 - 139,589 Changes in net assets - 139,589 Net assets, beginning of year - 467,011 999,796 1,466,807 - $ 606,600 $ 999,796 $ 1,606,396 Net assets, end of year $ See Notes to Financial Statements Page 5 THE DONALD R. WATSON FOUNDATION, INC. Statements of Cash Flows Years Ended June 30, 2015 and 2014 2015 Cash flows from operating activities: Changes in net assets Adjustments to reconcile changes in net assets to net cash used in operating activities: Net realized gains on investments Net unrealized (gains) losses on investments Donated services income Donated services expense Decrease (increase) in: Prepaid expenses Net cash used in operating activities $ (65,838) 2014 $ 139,589 (23,396) 84,092 (2,629) 2,629 (17,756) (155,958) - (5,142) 1,633 (32,492) 86,338 (85,662) 676 81,934 (54,744) 27,190 Net decrease in cash and cash equivalents (4,466) (5,302) Cash and cash equivalents, beginning 29,815 35,117 Cash flows from investing activities: Proceeds from the sales or maturities of investments Purchase of investments Net cash provided by investing activities Cash and cash equivalents, ending $ See Notes to Financial Statements Page 6 25,349 $ 29,815 THE DONALD R. WATSON FOUNDATION, INC. Notes to Financial Statements NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Donald R. Watson Foundation, Inc. (the "Foundation"), was organized on February 23, 1994 as a North Carolina non-profit corporation whose purpose is to support charitable, religious, scientific and educational institutions located in the State of North Carolina provided that each supported organization is tax exempt and eligible to receive charitable donations. The organizations supported by the Foundation are the University of North Carolina at Wilmington (emphasis on merit scholarships), Duke University (emphasis on medical research), and St. John's Episcopal Church in Wilmington, NC. Funding may be provided for other similar educational, medical research, religious or charitable organizations at the discretion of the Board of Directors. The Foundation is entirely funded by earnings on the endowment funds of $999,796 that were donated at the inception of the Foundation. Although legally separate from the University of North Carolina at Wilmington (the "University"), the Foundation is considered a component unit of the University because the University's governing board appoints a majority of the Foundation's Board of Directors. Therefore, the Foundation’s financial statements are blended with those of the University. A summary of the Foundation's significant accounting policies follows: Basis of Accounting The Foundation uses the accrual basis of accounting; therefore, revenues are recognized when earned and expenses are recognized when incurred. This basis of accounting conforms to accounting principles generally accepted in the United States of America. Basis of Presentation Financial statement presentation follows the recommendations of the Financial Accounting Standards Board in Accounting Standards Codification (ASC) Topic 958-205, Not-for-profit Entities - Presentation of Financial Statements. Under ASC Topic 958-205, the Foundation is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. Net assets are defined as follows: Unrestricted - Unrestricted net assets include resources which are available for the support of the Foundation's operating activities. Temporarily restricted - Temporarily restricted net assets include resources that have been donated to the Foundation subject to restrictions as defined by the donor. Temporarily restricted net assets are available to be used for contributions to the supported organizations and to meet operating expenses of the Foundation. Permanently restricted - Net assets subject to donor-imposed stipulations or interpretation of applicable law that they be maintained permanently by the Foundation. Generally, the donors of these assets or applicable law permit the Foundation to use the income earned on any related investments for specific purposes. Page 7 THE DONALD R. WATSON FOUNDATION, INC. Notes to Financial Statements NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Revenue Recognition The Foundation follows ASC Topic 985-605, Revenue Recognition. In accordance with ASC 985605, contributions received are recorded as unrestricted, temporarily restricted or permanently restricted support, depending on the existence and/or nature of any donor restrictions. All donorrestricted support is reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statements of activities and changes in net assets as net assets released from restrictions. Income Tax Status The Foundation is a not-for-profit organization that is exempt from income taxes from activities directly related to its exempt purpose under Section 501(c)(3) of the Internal Revenue Code. The Foundation has also been classified as an entity that is not a private foundation within the meaning of Section 509(a) and qualifies for deductible contributions as provided in Section 170(b)(1)(A)(iv). It is the Foundation's policy to evaluate all tax positions to identify any that may be considered uncertain. All identified material tax positions are assessed and measured by a "more-likely-thannot" threshold to determine if the tax position is uncertain and what, if any, the effect of the uncertain tax position may have on the financial statements. No material uncertain tax positions were identified for 2015. Cash and Cash Equivalents For purposes of reporting cash flows, the Foundation considers cash and cash equivalents to include cash on hand, amounts held by banks and certificates of deposit with a maturity date of six months or less and investments in shares of money market funds. Investments The Foundation reports marketable securities in accordance with Financial Accounting Standards Board ASC Topic 958-320, Not-for-Profit Entities - Investments - Debt and Equity Securities. ASC 958-320 requires investments in equity securities with readily determinable fair values and all investments in debt securities to be measured at fair value at the statement of financial position date. The fair value of the Foundation's investments is disclosed in Note 3. Gains and losses on investments are reported in the statements of activities and changes in net assets as increases or decreases in unrestricted net assets unless their use is temporarily or permanently restricted by explicit donor stipulations. The Foundation reports gains and losses on investments restricted for scholarships and grants in the statements of activities and changes in net assets as increases or decreases in temporarily restricted net assets. The stated fair value of investments at June 30, 2015 and 2014 was $1,515,209 and $1,576,581, respectively. Page 8 THE DONALD R. WATSON FOUNDATION, INC. Notes to Financial Statements NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Contributions Contributions are recognized as revenues in the period received. Contributions of assets other than cash are recorded at their estimated fair value at the date of the gift. Subsequent Events Management has evaluated events and transactions for potential recognition or disclosure through September 8, 2015, which is the date the financial statements were available to be issued. NOTE 2 - CONCENTRATION OF CREDIT RISK Cash is on deposit with the North Carolina State Treasurer and is pooled with state agencies and similar institutions in the State Treasurer's short-term investment fund (STIF). These monies are invested in accordance with G.S. 147-69.1 and as required by law are "readily convertible into cash". All investments of the fund are held either by the Department of State Treasurer or its agent in the State's name. Any cash not invested by the fund is either covered by the Federal Deposit Insurance Corporation or, pursuant to 20 NCAC 7, is collateralized to secure all deposits in excess of the federal depository insurance coverage of $250,000. Money market funds held by brokerage firms are secured by the Securities Investor Protection Corporation ("SIPC"). The SIPC insures the assets held in member institutions up to $500,000 (including $250,000 for cash). The brokerage firm also insures its accounts with an additional insurance policy for coverage beyond the SIPC limits. This additional insurance covers any losses above the SIPC limit up to a firm aggregate limit of $1 billion (including $1.9 million for cash per client). NOTE 3 - FAIR VALUE MEASUREMENTS Investments are recorded at fair value as required by FASB ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). Page 9 THE DONALD R. WATSON FOUNDATION, INC. Notes to Financial Statements NOTE 3 - FAIR VALUE MEASUREMENTS (Continued) The three levels of the fair value hierarchy are described below: Level 1 Quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or Level 3 Unobservable inputs that are supported by little or no market activity and that reflect the Foundation's own assumptions about market participants prices. The following table sets forth by level, within the fair value hierarchy, the Foundation's investments at fair value as of June 30, 2015 and 2014: Fair Value Measurements at June 30, 2015 Total Fair Value Level 1 Level 2 Level 3 Mutual funds: International funds Commodity funds Real estate funds Equity funds Fixed income funds: Bond funds Total $ 482,142 28,839 62,112 546,226 395,890 $ 1,515,209 $ 482,142 28,839 62,112 546,226 395,890 $ 1,515,209 $ $ - $ $ - Fair Value Measurements at June 30, 2014 Total Fair Value Level 1 Level 2 Level 3 Mutual funds: International funds Commodity funds Real estate funds Equity funds Fixed income funds: Bond funds Total $ 500,825 38,771 64,175 582,272 390,538 $ 1,576,581 $ 500,825 38,771 64,175 582,272 390,538 $ 1,576,581 $ $ - $ $ - At June 30, 2015 and 2014, the net unrealized gains and market values of investments were as follows: 2015 $ 1,515,209 1,382,158 $ 133,051 Aggregate fair value Aggregate amortized cost Net unrealized gain Page 10 2014 $ 1,576,581 1,359,438 $ 217,143 THE DONALD R. WATSON FOUNDATION, INC. Notes to Financial Statements NOTE 3 - FAIR VALUE MEASUREMENTS (Continued) For the years ended June 30, 2015 and 2014, the change in investments carried at market value was a net unrealized gain (loss) of $(84,092) and $155,958, respectively. For the years ended June 30, 2015 and 2014, brokerage fees included in management and general expenses were $10,332 and $10,103, respectively. NOTE 4 - TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets are available for scholarships and related management and general expenses of the Foundation. Temporarily restricted net assets of $540,762 and $606,600 were available at June 30, 2015 and 2014, respectively. NOTE 5 - ENDOWMENT FUND The Foundation's endowment consists of one fund established to provide contributions to the University of North Carolina at Wilmington (emphasis on merit scholarships), Duke University (emphasis on medical research), and St. John's Episcopal Church. Funding may be provided for other similar educational, medical research, religious, or charitable organizations at the discretion of the Board of Directors. As required by generally accepted accounting principles, net assets associated with the endowment fund are classified and reported based on the existence or absence of donor restrictions. The Foundation's Board of Directors interprets the North Carolina enacted version of the Uniform Prudent Management of Institutional Funds Act ("NCUPMIFA") as requiring the presentation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds absent explicit donor stipulations to the contrary. They classify as permanently restricted net assets the original value of the gift donated to the permanent endowment, including any subsequent gifts and any accumulations to donor-restricted endowments made in accordance with the direction of applicable gift instruments. The remaining portion of the endowment fund that is not classified as permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated by the Foundation in a manner consistent with standard of prudence prescribed by NCUPMIFA. The Foundation considers the following when making determination to appropriate endowment funds: • Duration and preservation of the endowment fund. • The purpose of the Foundation and the endowment fund. • General economic conditions. • Possible effect of inflation or deflation. • Expected total return from the investment activity. • Other resources of the nonprofit. • The Foundation's investment policy. Page 11 THE DONALD R. WATSON FOUNDATION, INC. Notes to Financial Statements NOTE 5 - ENDOWMENT FUND (Continued) The Foundation's investment policy calls for a well diversified mix of investments consisting of approximately 70% equity and 30% debt securities. The Foundation's spending policy calculates the average market value of the investment fund as of September 30 for the preceding three years and appropriates a 5% spending amount to be distributed as follows: 80% to the University of North Carolina at Wilmington, 10% to Duke University and 10% to St. John's Episcopal Church. The Board reviews and votes on the proposed distribution at the annual meeting in December. During the years ended June 30, 2015 and 2014, the Board voted to award a total of $76,005 and $71,831, respectively, from the temporarily restricted fund for scholarships and contributions. The following schedule summarizes the endowment fund activity: Balance, June 30, 2013 Interest and other income, gross Realized and unrealized gains Released from restrictions Permanently Restricted Investments $ 999,796 - Balance, June 30, 2014 Interest and other income, gross Realized and unrealized gains Released from restrictions 999,796 - Balance, June 30, 2015 $ 999,796 Temporarily Restricted Investments Cash $ 431,894 $ 35,117 54,744 165 173,714 (83,567) (5,467) 576,785 85,662 (60,696) (90,931) $ 510,820 29,815 127 $ 29,942 Total $ 1,466,807 54,909 173,714 (89,034) 1,606,396 85,789 (60,696) (90,931) $ 1,540,558 NOTE 6 - RELATED PARTY TRANSACTIONS The University of North Carolina at Wilmington (the "University") is affiliated with The Donald R. Watson Foundation, Inc. During the years ended June 30, 2015 and 2014, the University provided facilities and support staff to the Foundation without charge. For the year ended June 30, 2015, $2,629 of revenue and expense were recorded for these donated services. For the year ended June 30, 2014, the amounts of donated services was not significant and accordingly was not recorded. The following schedule summarizes the Foundation's expenses associated with related party scholarships for the years ended June 30, 2015 and 2014: Scholarships $ Page 12 2015 60,804 $ 2014 57,465 THE DONALD R. WATSON FOUNDATION, INC. Time and Costs for the Audit Year Ended June 30, 2015 The Donald R. Watson Foundation, Inc.'s audit was conducted in approximately 30 hours at a total cost of $5,500.