RTM Financial Statements 2017
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READING TERMINAL MARKET CORPORATION FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 READING TERMINAL MARKET CORPORATION CONTENTS Independent Auditors' Report ................................................................................................ 1-2 Financial Statements Statements of Financial Position ................................................................................................ 3 Statements of Activities and Changes in Net Assets ................................................................. 4 Statements of Cash Flows .......................................................................................................... 5 Notes to Financial Statements ............................................................................................... 6-17 Supplementary Information Detailed Schedules of Certain Expenses from Operations ................................................. 18-19 INDEPENDENT AUDITORS’ REPORT Board of Trustees Reading Terminal Market Corporation Report on the Financial Statements We have audited the accompanying financial statements of Reading Terminal Market Corporation which comprise the statement of financial position as of June 30, 2017, 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. Auditors’ 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 auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1 Marcum LLP n 1600 Market Street n 32nd Floor n Philadelphia, Pennsylvania 19103 n Phone 215.297.2100 n Fax 215.297.2101 n www.marcumllp.com Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Reading Terminal Market Corporation as of June 30, 2017, 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. Report on Summarized Comparative Information We have previously audited Reading Terminal Market Corporation’s 2016 financial statements, and we expressed an unqualified audit opinion on those audited financial statements in our report dated September 29, 2016. In our opinion, the summarized comparative information presented herein as of and for the year ended June 30, 2016 is consistent, in all material respects, with the audited financial statements from which it has been derived. Report on Supplementary Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The supplementary information on pages 18 and 19 are presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. Philadelphia, PA September 26, 2017 2 READING TERMINAL MARKET CORPORATION STATEMENTS OF FINANCIAL POSITION JUNE 30, 2017 AND 2016 2017 2016 Assets Cash and cash equivalents, unrestricted$ 1,015,535 $ 1,429,190 Cash and cash equivalents, restricted 255,460 296,397 Investments, including restricted amount of $250,000 as of June 30, 2017 and 2016 1,470,952 917,072 Accounts receivable, tenants, net of allowance for doubtful accounts of $10,000 as of June 30, 2017 and 2016 120,267 92,659 Grant receivable, temporarily restricted -- 84,764 Receivable, other 36,145 59,841 Prepaid expenses 75,277 63,813 Capital improvements, net 4,485,417 4,516,734 Equipment, net 31,872 55,660 $ 7,490,925 $ 7,516,130 Liabilities and Net Assets Liabilities Notes payable, net $ 3,093,926 $ 3,280,867 Accounts payable and accrued expenses 488,061 546,136 Tenants' security deposits 157,123 155,309 Deferred rental income 20,000 - Gift card program 184,695 144,020 Total Liabilities 3,943,805 4,126,332 Net Assets Unrestricted Operating reserve 795,420 1,015,824 Capital improvements and equipment, net of related debt 1,423,363 1,259,540 Board designated capital replacement reserve 1,230,000 888,582 Net Assets, Unrestricted 3,448,783 3,163,946 Net Assets, Temporarily Restricted 98,337 225,852 Total Net Assets 3,547,120 3,389,798 Total Liabilities and Net Assets $ 7,490,925 $ 7,516,130 The accompanying notes are an integral part of these financial statements. 3 READING TERMINAL MARKET CORPORATION STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS FOR THE YEAR ENDED JUNE 30, 2017 (With Summarized Comparative Information for 2016) 2017 2016 Temporarily Unrestricted Restricted Total Total Revenues from operations: Base rent $ 658,457 $ -- $ 658,457 $ 626,119 Common area maintenance 2,955,824 -- 2,955,824 2,884,071 Utility reimbursement 709,912 -- 709,912 699,724 Storage revenue 324,867 -- 324,867 296,195 Real estate taxes 62,521 -- 62,521 57,848 ATM commissions 74,400 -- 74,400 74,400 Contribution and grant revenue -- 16,000 16,000 254,764 Fundraising event, net of expenses of $66,217 and $60,986 for 2017 and 2016, respectively 164,550 -- 164,550 148,128 Other income 22,792 -- 22,792 13,357 Sponsorship revenue 10,200 -- 10,200 -- Gift card income 25,000 -- 25,000 25,000 Merchandise sales 8,805 -- 8,805 -- Interest income 5,290 -- 5,290 7,762 Net assets released from restriction 143,515 (143,515) -- -- 5,166,133 (127,515) 5,038,618 5,087,368 Expenses from operations: General and administrative 1,513,683 -- 1,513,683 1,455,825 Facilities 1,425,020 -- 1,425,020 1,366,780 Utilities 943,919 -- 943,919 969,511 Real estate taxes 63,550 -- 63,550 58,691 Liability insurance 148,747 -- 148,747 160,489 Depreciation and amortization 512,546 -- 512,546 467,780 Program expense 143,515 -- 143,515 151,607 Loss on disposal of assets -- -- -- 11,047 Interest expense 130,316 -- 130,316 130,225 4,881,296 -- 4,881,296 4,771,955 Change in Net Assets 284,837 (127,515) 157,322 315,413 Net Assets - Beginning 3,163,946 225,852 3,389,798 3,074,385 Net Assets - Ending $ 3,448,783 $ 98,337 $ 3,547,120 $ 3,389,798 The accompanying notes are an integral part of these financial statements. 4 READING TERMINAL MARKET CORPORATION STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2017 AND 2016 2017 2016 Cash Flows from Operating Activities Changes in net assets$ 157,322 $ 315,413 Adjustments to reconcile changes in net assets to net cash provided by operating activities: Depreciation 512,546 467,780 Loss on disposal of equipment -- 11,047 Amortization of debt issuance costs 2,556 2,508 Changes in operating assets and liabilities: Accounts receivable, tenants (27,608) (4,676) Receivable, other 23,696 13,155 Grant receivable 84,764 (24,764) Prepaid expenses (11,464) 5,489 Accounts payable and accrued expenses (58,075) 165,336 Deferred rental income 20,000 -- Tenants’ security deposits 1,814 1,194 Gift card program 40,675 47,518 Net Cash Provided by Operating Activities 746,226 1,000,000 Cash Flows from Investing Activities Acquisition of capital improvements and equipment (457,441) (1,256,114) Proceeds from sale of investments -- 253,553 Purchase of investments (553,880) (104,006) Net Cash Used