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FINANCIAL STATEMENTS
Salem, Virginia
- INDEX -
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements of The Southwestern Virginia Second Harvest Food Bank, Inc. and
Subsidiary taken as a whole. The accompanying schedule of expenditures of federal
awards is presented for purposes of additional analysis as required by U. S. Office of
Management and Budget Circular A-133, "Audits of States, Local Governments and
Non-Profit Organizations," and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated, in all material respects, in
relation to the basic financial statements taken as a whole.
Roanoke, Virginia
September 28, 2009
Current Assets:
Cash and cash equivalents $ 334,865 $ 238,800
Accounts receivable (net of allowance of $5,000
and $4,369 as of June 30, 2009
and 2008, respectively) 47,983 59,021
Employee receivable - 450
Unconditional promises to give 76,531 73,302
Deposits and prepaid expenses 13,860 11,727
Food inventory 1,234,257 1,062,923
Fixed Assets:
Land $ 1,120,000 $ 975,000
Buildings and other equipment 2,786,085 1,636,089
Vehicles 408,300 330,307
Total $ 4,314,385 $ 2,941,396
Less accumulated depreciation 620,080 580,283
Intangible Assets:
Loan costs $ 28,978 $ 28,978
Less accumulated amortization 9,314 5,175
Current Liabilities:
Accounts payable $ 112,224 $ 55,935
Accounts receivable credit balances 25,902 4,565
Grant funds due agencies 37,573 37,586
Note payable - line of credit 133,255 43,594
Bridge loan - 171,274
Current portion of long-term note payable 36,000 36,000
Accrued payroll and related taxes 10,823 48,474
Accrued annual leave 8,292 8,292
Unearned rent 5,750 10,750
Accrued interest 14,965 5,709
Long-Term Liabilities:
Note payable - other $ 75,000 $ 75,000
Note payable – Salem facility 1,692,000 1,728,000
Note payable – Abingdon facility 1,049,824 -
Interest rate swap agreement 208,182 -
Net Assets:
Unrestricted $ 1,623,616 $ 1,246,670
Temporarily restricted 419,690 417,716
Statements of Activities
2009 2008
Revenue:
USDA shared maintenance fees $ 401,200 $ 390,355
Other shared maintenance fees 836,611 740,580
Sale of purchased food 251,899 186,408
Miscellaneous - 12,518
Total revenue $ 1,489,710 $ 1,329,861
2009 2008
2009 2008
2009 2008
$ 408,331 $ 3,624
For the year ended June 30, 2009, the Food Bank drew
down $1,049,824 of its loan to finance the
acquisition of its Abingdon facility.
Program Management
Services and General Fundraising Total
Personnel Expenses:
Salaries $ 644,529 $ 285,080 $ 309,870 $1,239,479
Payroll taxes 53,804 23,798 25,868 103,470
Fringe benefits 70,970 31,391 34,120 136,481
Other Expenses:
Consultants and contract services 45,510 95,725 1,996 143,231
Travel 4,877 7,191 770 12,838
Space costs 633,341 26,230 13,116 672,687
Materials and supplies 15,255 10,488 2,247 27,990
Postage and printing 6,359 9,241 72,442 88,042
Equipment expense 96,674 18,316 5,887 120,877
Depreciation 146,721 9,466 1,578 157,765
Telephone 28,407 1,833 305 30,545
General insurance 29,657 38,837 2,118 70,612
Dues and subscriptions 958 28,074 2,182 31,214
Trucking expenses 169,292 - - 169,292
Interest expense - 100,771 - 100,771
Other costs 5,939 39,092 7,220 52,251
Program Management
Services and General Fundraising Total
Personnel Expenses:
Salaries $ 613,422 $ 267,675 $ 234,216 $1,115,313
Payroll taxes 52,148 22,756 19,911 94,815
Fringe benefits 63,628 27,765 24,294 115,687
Other Expenses:
Consultants and contract services 44,373 77,405 58,946 180,724
Travel 6,833 6,561 1,034 14,428
Space costs 496,598 20,355 10,179 527,132
Materials and supplies 14,979 9,949 4,386 29,314
Postage 6,360 9,011 72,141 87,512
Equipment expense 51,495 8,810 2,832 63,137
Depreciation 137,562 8,875 1,479 147,916
Telephone 24,922 1,608 268 26,798
General insurance 29,328 38,405 2,095 69,828
Dues and subscriptions 932 25,985 2,038 28,955
Trucking expenses 132,720 - - 132,720
Interest expense - 118,328 - 118,328
Other costs 3,504 26,673 823 31,000
Notes:
1. Nature of Activities:
The Southwestern Virginia Second Harvest Food Bank, Inc. and Subsidiary (the Food
Bank) is a non-profit organization incorporated under the laws of the Commonwealth of Virginia
on December 29, 1998. The Food Bank has applied for and received tax exempt status from the
Internal Revenue Service as an organization described in Section 501(c)(3) of the Internal Revenue
Code. The Corporation was created to take over and operate the food bank program previously run
by Total Action Against Poverty in the Roanoke Valley, Inc. The mission of the Food Bank is to
feed the hungry by soliciting food and judiciously distributing that food through a network of non-
profit member agencies. On November 1, 2004, the Food Bank moved to a new office and
warehouse facility in Salem, Virginia. The Food Bank has, in addition to its headquarters in
Salem, branches in Abingdon and Covington. Funding comes from area United Way agencies,
local governments, contributions from the general public and businesses in the area and through an
agreement with the Virginia Department of Agriculture and Consumer Services. This agreement
provides for donated foods as they are made available by the United States Department of
Agriculture. Numerous other commercial organizations donate food through the Feeding America
network of which the Food Bank is an affiliate. On February 5, 2007, the Food Bank formed
SWVAFB Property Corporation, a Virginia corporation, for the purpose of acquiring land and
building occupied by the Food Bank in Salem and to provide warehouse services to the Food
Bank. The Food Bank is the sole stockholder of the corporation. Purchase of an 80% undivided
interest in the land and building was completed on March 30, 2007 by the new corporation under
the terms of an option agreement between the Food Bank and New Century Development
Company LLC. SWVAFB Property Corporation leases the facility to the Food Bank and provides
warehouse services under various leasing agreements.
2. Corporate Structure:
The affairs of the Food Bank are managed by a Board of Directors. Day-to-day operations
are managed by a chief executive officer hired by the Board of Directors.
Notes: (Continued)
The consolidated financial statements include the accounts of the Food Bank and its
wholly-owned subsidiary, SWVAFB Property Corporation. All material intercompany
transactions have been eliminated in consolidation.
The financial statements have been prepared on the accrual basis of accounting in
accordance with generally accepted accounting principles. Under generally accepted
accounting principles, the Food Bank is required to report information regarding its
financial position and activities according to three classes of net assets: unrestricted,
temporarily restricted and permanently restricted. Currently, the Food Bank has no assets
that are permanently restricted.
The Food Bank receives grants from area United Way Agencies and from local
governments which are recognized as support in the period(s) for which the grant was
made. One-time grants from charitable foundations and contributions from businesses or
individuals are recorded, in most cases, when received. Significant amounts pledged but
not received by year-end are recorded as receivable. Contributions received with donor-
imposed restrictions are recorded as temporarily or permanently restricted depending on
the nature of the restrictions. Support that is restricted by the donor is reported as an
increase in unrestricted net assets if the restriction expires in the reporting period in
which the support is recognized.
The Food Bank recognizes promises to give as income in the period when the promise is
received. Oral promises are not recorded until a signed commitment is received.
Promises to give are recorded at net receivable value. Management bases collectability
on past experience and uses a discount rate commensurate with the risk involved.
Notes: (Continued)
3. (Continued)
Foods for distribution in the Food Bank's program are obtained from three types of
sources and are valued as follows:
*The average value per pound is based on an independent study done for Feeding
America. These values are used in measuring the amount of donated food received and
food distributions shown on Exhibit B and the food inventory on Exhibit A.
Food distributions for the years ended June 30, 2009 and 2008 were approximately 13.6
million and 11.3 million pounds, respectively, with an approximate value of 18 million
and 15 million dollars, respectively.
The Food Bank follows the practice of capitalizing all expenditures for property,
furniture and equipment in excess of $500. Acquisitions are recorded at cost if purchased
and at fair market value if donated to the Food Bank in-kind. Depreciation of all such
items is computed on a straight-line basis over the estimated useful lives of the assets
generally as follows:
Buildings 39 years
Refrigerated trucks 5 years
Cooler, freezers, forklift 7 years
Other equipment, including computers 5 years
Computer software 3 years
Office furniture 7 years
Notes: (Continued)
3. (Continued)
The Food Bank is exempt from Federal income taxes under Section 501(c)(3) of the
Internal Revenue Code and did not conduct unrelated business activities. The
subsidiary, a Virginia corporation, is subject to income taxes. However, as the
subsidiary has no taxable income for the year ended June 30, 2009, the Food Bank has
made no provision for income taxes in the accompanying financial statements. In
addition, the Food Bank has been determined by the Internal Revenue Service not to be
a "private foundation" within the meaning of Section 509(a) of the Internal Revenue
Code.
(h) Estimates:
The costs of providing the various programs and other activities have been summarized
on a functional basis in the statement of activities. Accordingly, certain costs have
been allocated among the programs and supporting services benefited.
Cash equivalents consist of highly liquid investments with an initial maturity of three
months or less. Fair value approximates carrying amounts.
Notes: (Continued)
3. (Continued)
The Food Bank provides for estimated losses on accounts receivable based on prior bad
debt experience and a review of existing receivables. Based on these factors, there is an
allowance for doubtful accounts of $5,000 and $4,369 as of June 30, 2009 and 2008,
respectively.
In-kind contributions are recorded at fair market value and recognized as support in the
year they are received.
Donated services are recognized as contributions if the services (a) create or enhance non-
financial assets or (b) require specialized skills, are performed by people with those skills,
and would otherwise be purchased by the Food Bank. The Food Bank recognized
$119,314 in donated services for specialized mold remediation and restoration of freezer
units during the year ended June 30, 2009. Volunteers provided various services to the
Food Bank throughout the year that are not recognized as contributions in the financial
statements since the recognition criteria are not met. The Food Bank received over 18,000
volunteer hours from over 2,000 volunteers during the year ended June 30, 2009.
(o) Derivatives:
The Food Bank uses an interest-rate swap agreement to fix the interest rate on one long-
term note. The swap agreement is recorded at fair market value and changes in fair
market value are recorded as changes in net assets as described in Note 4.
Notes: (Continued)
4. Notes Payable:
The Food Bank has a line of credit in the amount of $325,000 with SunTrust Bank. Interest
is payable at the bank's prime rate and is due and payable on demand. The line is secured by a first
credit line deed of trust and a blanket lien on all assets of the Food Bank. The balances outstanding
at June 30, 2009 and 2008 were $133,255 and $43,594, respectively.
During the year ended June 30, 2009 the Food Bank obtained a forty-year mortgage
loan from the Rural Housing Service, an agency of the United States Department of Agriculture, in
the amount of $1,879,400 for the purchase and renovation of land and building in Abingdon,
Virginia to replace the existing leased facility in Abingdon. Payments for years one and two are
interest only calculated on the drawdown amount of the loan at the rate of 4.5% annually payable
on the anniversary date of the loan. A drawdown will be permitted for the amount of the interest
from the original principal amount provided that prior drawdowns have not exceeded the principal
amount. The principal amount of the loan (drawdowns) was $1,049,824 as of June 30, 2009.
During the year ended June 30, 2009 the Food Bank obtained a second loan from the Rural
Housing Service in the amount of $104,000 for equipment for the new Abingdon facility.
Payments for the first year will be interest only calculated on the drawdown amount of the loan at
the rate of 4.5% annually on the anniversary date of the loan. A drawdown will be permitted for
the amount of the interest due from the original principal amount provided that prior drawdowns
have not exceeded the principal amount. The principal amount of the loan (drawdowns) was $-0-
as of June 30, 2009. Both loans are secured by a Deed of Trust having first priority, a financing
statement on all accounts and general intangibles of the Food Bank and all equipment and fixtures
financed with these loan funds.
The Food Bank has a seven-year commercial mortgage from SunTrust Bank and was
required to make sinking fund deposits of $400,000 by December 31, 2008 and an additional
deposit of $100,000 by December 31, 2009. However, SunTrust Bank modified the requirement
on December 1, 2008 to require a $200,000 deposit by December 31, 2009, $200,000 by
December 31, 2010 and $100,000 by December 31, 2011.
Notes: (Continued)
4. (Continued)
Interest
Rate Due 2009 2008 Security
$2,852,824 $1,839,000
Less Current Portion 36,000 36,000
The Food Bank entered into an interest rate swap agreement with SunTrust Bank to fix the
interest rate on the seven year commercial loan at 4.43% in order to protect the Food Bank against
rising interest rates and to provide for stable cash flows during the term of the loan in order to
provide a stable capital campaign budget. The interest rate swap agreement notional amounts and
maturity matches the principal amounts and maturity of the loan. At June 30, 2009, the
outstanding notional principal amount of the agreement was $1,728,000. The fair value of the
interest rate swap agreement at June 30, 2009 was a derivative liability of $208,182. This amount
has been recorded as a long-term liability as the Food Bank does not plan to terminate the
Notes: (Continued)
4. (Continued)
agreement prior to the maturity of the loan. The change in the fair value of the swap agreement
has been recorded as an unrealized loss on interest rate swap agreement in the statement of
activities. The fair value was not recorded in previous years as it was not considered material to
the financial statements.
2010 $ 36,000
2011 39,130
2012 130,282
2013 56,168
2014 1,615,095
5. Pension Plan:
The Food Bank participates in a retirement and 401(k) plan for the benefit of its employees.
The plan is administered by SunTrust Bank and Transamerica Retirement Services. Employees
become eligible to participate in the plan and make elective deferrals after 30 days of employment.
After two years of service, participants are eligible to have employer contributions credited to their
account. The plan provides for benefits at the employee’s normal retirement age of 65. Benefits
may be paid in a lump sum or in installments over a fixed period of time. The amount of benefits
is based on the participant’s account balance at time of retirement.
Participants may defer from 1% to 100% of their salary and up to 100% of any cash paid
employer bonus subject to the annual dollar limit and overall plan limit on elective deferrals. The
Food Bank may make matching, non-elective, and discretionary contributions to the plan. During
the years ended June 30, 2009 and 2008, the Food Bank contributed $59,755 and $39,519,
respectively, to the plan which is included in fringe benefits in the financial statements.
Notes: (Continued)
6. Leases:
The Food Bank leases a 20% undivided interest in its Salem facility of approximately 98,090
square feet for an annual rental of $172,966. Under the terms of the lease, the Food Bank is to pay
rent monthly in the amount of $14,414. However, the Food Bank is not required to pay the rent as
the landlord treats the amount of foregone rent as a donation to the Food Bank. The Food Bank
recognizes the amount of rental payments as an in-kind contribution.
The Food Bank subleases unused warehouse and parking space on a short-term basis. Rental
expense for the years ended June 30, 2009 and 2008, not including contributed rent, was
$224,788 and $174,378 net of sublease rental income of $53,445 and $104,816, respectively.
The branch facility in Abingdon is leased under an agreement which provides approximately
1,200 square feet of office space for $1,200 per month. Approximately 9,500 square feet of
additional warehouse and office space is leased at zero monthly rent. The fair market rental value
of $86,500 is recognized as an in-kind contribution. The lease expired March 31, 2006, and the
Food Bank is renting the facility on a month-to-month basis. On April 15, 2009, the Food Bank
purchased an 18,000 square-foot building and four acres of land in Washington County to replace
the Abingdon facility. An additional 2,700 square feet of freezer and cooler space is under
construction with plans to move to the new facility by late October, 2009.
The branch facility in Covington was leased under an agreement that requires the Food Bank
to pay 63% of all utilities for the facility. There was no monthly rental. The amount paid for
utilities under this agreement was $4,377 for the year ended June 30, 2009 and $5,328 for 2008.
The lease agreement was terminated at the end of April, 2009. Covington agencies presently place
orders by phone or fax and Food Bank personnel deliver orders to the TAP parking lot in
Covington once a week for transfer to agencies.
Temporarily restricted net assets consisted of the following at June 30, 2009 and
2008, respectively:
2009 2008
$ 419,690 $ 417,716
The Food Bank exercised an option, granted in 2004, to purchase an 80% undivided interest
in the Salem facility from New Century Development Company, LLC. The Food Bank leases the
remaining 20% undivided interest from New Century. A managing member of New Century, was
elected to the board of the Food Bank in 2006. The total amount of rent paid to New Century for
each of the years ended June 30, 2009 and 2008 was $172,966 all of which was recognized as an in-
kind contribution.
During the years ended June 30, 2009 and 2008, the Food Bank paid legal fees to its law firm
in the amount of $12,775 and $3,866, respectively. Fees for 2009 included $12,600 paid in
connection with the purchase of the Abingdon facility. A partner in the law firm is also a director of
the Food Bank.
The Food Bank entered into a contract with Access, an advertising and public relations
agency, to provide planning and assistance with the Food Bank's capital campaign. The owner of
Access is a distant relative of the Chairman of the Board of the Food Bank. The Chairman has no
financial interest in or other connection with Access and did not participate in the selection process
or vote to engage Access to provide services to the Food Bank. The total amount paid to Access by
the Food Bank for the year ended June 30, 2009 was $5,184.
Federal
CFDA # Revenue Expenditures
The accompanying schedule of revenue and expenditures of Federal awards includes the Federal
grant activity of The Southwestern Virginia Second Harvest Food Bank, Inc. and is presented on
the accrual basis of accounting. The information in this schedule is presented in accordance with
the requirements of OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit
Organizations."
Non-monetary assistance is reported in the schedule at the fair market value of the commodities
received and distributed. At June 30, 2009 and 2008, the Food Bank had food commodities
totaling $290,886 and $157,196, respectively in inventory.
1. The auditors' report expresses an unqualified opinion on the financial statements of the
Southwestern Virginia Second Harvest Food Bank, Inc. and Subsidiary.
2. No significant deficiencies in internal control were disclosed by the audit of the financial
statements.
3. The audit disclosed no instances of noncompliance which are material to the financial
statements of The Southwestern Virginia Second Harvest Food Bank, Inc. and Subsidiary.
4. No significant deficiencies in internal controls over major programs were disclosed by the
audit of major Federal programs.
5. The auditors' report expresses an unqualified opinion on compliance for major programs of
The Southwestern Virginia Second Harvest Food Bank, Inc. and Subsidiary.
6. The audit disclosed no audit findings relative to the major programs for The Southwestern
Virginia Second Harvest Food Bank, Inc. and Subsidiary which are required to be reported
under OMB Circular A-133.
CFDA #
9. The Southwestern Virginia Second Harvest Food Bank, Inc. and Subsidiary was determined
to be a low risk auditee.
Board of Directors
The Southwestern Virginia Second Harvest
Food Bank, Inc. and Subsidiary
Salem, Virginia
A control deficiency 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 misstatements on a timely basis. A significant deficiency is a control
deficiency, or combination of control deficiencies, that adversely affects the Food Bank's
ability to initiate, authorize, record, process, or report financial data reliably in accordance
Exhibit F
Sheet 2
with generally accepted accounting principles, such that there is more than a remote
likelihood that a misstatement of the Food Bank's financial statements that is more than
inconsequential will not be prevented or detected by the Food Bank's internal control.
Our consideration of internal control over financial reporting was for the limited
purpose described in the first paragraph of this section and would not necessarily identify
all deficiencies in internal control that might be significant deficiencies or material
weaknesses. We did not identify any deficiencies in internal control over financial
reporting that we consider to be material weaknesses, as defined above.
This report is intended solely for the information and use of management, the audit
committee, Board of Directors and Federal awarding agencies and pass-through entities
and is not intended to be and should not be used by anyone other than these specified
parties.
Roanoke, Virginia
September 28, 2009
Board of Directors
The Southwestern Virginia Second Harvest
Food Bank, Inc. and Subsidiary
Salem, Virginia
Compliance
Subsidiary'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. Our audit does not provide a legal determination of The
Southwestern Virginia Second Harvest Food Bank, Inc. and Subsidiary's compliance with
those requirements.
In our opinion, The Southwestern Virginia Second Harvest Food Bank, Inc. and
Subsidiary complied, in all material respects, with the requirements referred to above that
are applicable to each of its major Federal programs for the year ended June 30, 2009.
The management of The Southwestern Virginia Second Harvest Food Bank, Inc.
and Subsidiary is responsible for establishing and maintaining effective internal control
over compliance with the requirements of laws, regulations, contracts, and grants
applicable to Federal programs. In planning and performing our audit, we considered The
Southwestern Virginia Second Harvest Food Bank, Inc. and Subsidiary's internal control
over compliance with requirements that could have a direct and material effect on a major
Federal program in order to determine our auditing procedures for the purpose of
expressing our opinion on compliance, 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 The Southwestern Virginia Second Harvest Food Bank, Inc.
and Subsidiary's internal control over compliance.
A control deficiency in an entity's internal control over compliance 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 noncompliance with a
type of compliance requirement of a Federal program on a timely basis. A significant
deficiency is a control deficiency, or combination of control deficiencies, that adversely
affects the entity's ability to administer a Federal program such that there is more than a
remote likelihood that noncompliance with a type of compliance requirement of a Federal
program that is more than inconsequential will not be prevented or detected by the entity's
internal control.
Our consideration of internal control over compliance was for the limited purpose
described in the first paragraph of this section and would not necessarily identify all
deficiencies in internal control that might be significant deficiencies or material
weaknesses. We did not identify any deficiencies in internal control over compliance that
we consider to be material weaknesses as defined above.
This report is intended solely for the information and use of the audit committee,
management, Board of Directors, and Federal awarding agencies and pass-through entities
and is not intended to be and should not be used by anyone other than these specified
parties.
Roanoke, Virginia
September 28, 2009