PKF - The Morton Arboretum
Transcription
PKF - The Morton Arboretum
The Morton Arboretum Financial Statements and Independent Auditor's Report For the Year Ended December 31, 2013 Wolf & Company LLP Certified Public Accountants CONTENTS Independent Auditor's Report Financial Statements: Statements of Financial Position 1-2 3 Statements of Activities 4 Statements of Changes in Net Assets 5 Statements of Cash Flows 6 Notes to Financial Statements 7-22 Wolf,,,,,, Wolf 8: Company LLP .,' Company /) Oakbrook Terrace ' Chicago INDEPENDENT AUDITOR'S REPORT To the Board of Trustees The Morton Arboretum Lisle, Illinois We have audited the accompanying financial statements of THE MORTON ARBORETUM (a nonprofit organization), which comprise the statement of financial position as of December 31, 2013, and the related statements of activities, changes in net assets, and cash flows for the year then ended, and the related notes to the financial statements. The prior year summarized comparative information has been derived from The Morton Arboretum's 2012 financial statements, and in our report dated April 19, 2013, we expressed an unmodified opinion on those 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 and the standards applicable to fmancial 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 financial statements are free of 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 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. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Morton Arboretum as of December 31, 2013, 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. PKF A PKF International Member Firm 1901 S. Meyers Road, Suite 500 Oakbrook Terrace, Illinois 60181-5209 630.545.4500 mail! ' 630.574.7818/a., • www-.wolfcpa.com Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated April 19,2013, on our consideration of The Morton Arboretum'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 and in considering The Morton Arboretum's internal control over financial reporting and compliance. Oakbrook Terrace, Illinois April 15, 2014 2 THE MORTON ARBORETUM STATEMENTS OF FINANCIAL POSITION ASSETS December 31, 2013 $ Cash and cash equivalents 4,075,596 2012 $ 3,341,307 246,080,0 I 4 233,239,099 218,481 451,045 110,503 161,738 341,359 544,747 98,325 55,559 941,767 1,039,990 Bond issuance costs, net of accumulated amortization of$1 09,574 and $98,678 in 2013 and 2012, respectively 271,879 282,775 Other assets 404,596 389,623 33,146,023 32,120,481 8,472,098 33,146,023 32,120,481 8,008,851 73,738,602 (34,849,403 ) 73,275,355 (32,400,142) 38,889,199 40,875,213 $ 290,663,051 $279,168,007 $ 42,000,000 2,069,025 2,159,014 $ 42,000,000 2,003,152 2,825,815 46,228,039. 46,828,967 235,350,855 7,817,881 1,266,276 227,459,164 4,1 13,600 766,276 244,435,012 232,339,040 $290,663,051 $279,168,007 Investments, at fair value Receivables: Accrued interest and dividends Pledges Grants Other Property and equipment, at cost: Land and improvements Buildings and improvements Equipment and other property Less: accumulated depreciation and amortization Total assets LIABILITIES AND NET ASSETS Liabilities: Bonds payable Accounts payable and other accrued liabilities Accrued pension obligation Total liabilities Net assets: Unrestricted Temporarily restricted Pem1anently restricted Total net assets Total liabilities and net assets The accompanying notes are an integral part of these financial statements. 3 THE MORTON ARBORETUM STATEMENTS OF ACTIVITIES For the Year Ended December 31, 2013 (With Comparative Totals for 2012) Temporarily Restricted Unrestricted Revenue and support: Investment income Contributions Membership Retail services Admissions Education Visitor events Net assets released from restrictions $ 4,724,995 2,478,559 3,413,989 6,602,693 1,092,474 842,776 1,710,405 $ 1,438,770 126,731 4,661,540 Permanently Restricted $ Totals S 500,000 2012 2013 4,851,726 7,640,099 3,413,989 6,602,693 1,092,474 842,776 1,710,405 $ 6,147,334 3,732,115 3,199,897 6,040,981 993,685 812,945 783,872 (1,438,770) 22,304,661 3,349,501 26,154,162 21,710,829 7,599,937 968,053 2,323,442 1,303,259 2,389,932 5,284,372 1,086,623 1,602,192 2,742,179 1,668,823 2,688,980 281,967 7,599,937 968,053 2,323,442 1,303,259 2,389,932 5,284,372 1,086,623 1,602,192 2,742,179 1,668,823 2,688,980 281,967 7,112,907 896,828 2,129,953 1,388,366 1,366,875 4,804,445 1,059,537 1,614,424 2,872,231 1,297,134 2,644,290 378,350 Total expenses 29,939,759 29,939,759 27,565,340 Change in net assets from operations (7,635,098) (3,785,597) (5,854,511 ) 15,149,423 19,052,343 Total revenue and support Expenses: Collections and facilities Education Research Public programs Visitor services Retail services Membership program Fund raising General and administrative Marketing Depreciation and amortization Interest Net realized/unrealized gain on securities 14,794,643 Pension related changes other than net periodic benetit cost 732,146 fncrease in net assets Net assets, beginning of year Net assets, end of year 500,000 3,349,501 500,000 354,780 732,146 (l,555,667) 7,891,691 3,704,281 500,000 12,095,972 11,642,165 227,459,164 4,113,600 766,276 232,339,040 220,696,875 1,266,276 $ 244,435,0 12 $232,339,040 S 235,350,855 $ 7,817,881 The accompanying notes are an integral part of these financial statements. 4 $ THE MORTON ARBORETUM STATEMENTS QF CHANGES IN NET ASSET~ For the Years Ended December 31, 2013 and 20 12 Operating Balance, January I, 2012 Revenue and support Expenses Net realized/unrealized loss on securities Pension-related changes other than net periodic benefit cost Assets released from restriction $208,715.949 Unrestricted Board Desigpated Capital Suzette Morton Repair and Davidson Replacement Rare Book and Fund Print Fund Capital Development Fund $ $ 4,075,935 998,181 2,492,211 $ 3,648,323 19,596,705 (27,442,896) 109,442 (122,444) 27,211 316,277 1,661,194 18,143,746 339,190 84,333 220,908 264,166 (1,555,667) __J.::l60,083_ -_._-- ----------- 218,917,920 Revenue and support Expenses Net realized/unrealized gain on securities Pension-related changes other than net periodic benefit cost Assets released from restriction 20,448,423 (29,650,927) 86,215 (286,747) 14,256,118 269,205 4,402,123 \,109,725 $ 766,276 Total $220,696,875 21,710,829 (27 ,565,340) 19,052,343 _(1,460,083) 3,029,396 4,113,600 766,276 232,339,040 22,445 (2,085 ) 308,808 4,788,271 500,000 26,154,162 (29,939,759) 70,082 199,238 354,780 732.146 1,438,770 $226,142,450 Permanently Restricted (1,555,667) Balance, December 31, 2012 Balance, December 31, 2013 $ Temporarily Restricted 15,149,423 732,146 _(1,438,770) $ 4,470,796 $ 1,200,167 The accompanying notes are an integral part ofthese financial statements. 5 $ 3,537,442 $ 7,817,881 $ 1,266,276 $244,435,012 THE MORTON ARBORETUM STA TEMENTS OF CASH FLOWS F or the Year Ended December 31, 2013 2012 Cash flows from operating activities: Increase in net assets Adjustments to reconcile increase in net assets to net cash used in operating activities: Depreciation and amortization Non-cash donation of marketable securities Net realized gain on sale of securities Net unrealized appreciation of securities Gain on disposal of property and equipment (Increase) decrease in accrued interest and dividends receivable Increase in other receivables Decrease (increase) in grants receivable Decrease in pledges receivable Increase in other assets Increase (decrease) in accounts payable and other accrued liabilities Increase (decrease) in accrued pension obligation $ 12,095,972 Net cash used in operating activities Cash flows from investing activities: Acquisition of property and equipment Proceeds from sale of property and equipment Purchases of marketable securities Proceeds from sales and maturities of marketable securities Net cash provided by investing activities $ 11,642,165 2,688,980 (261,618) (7,976,586) (7,172,837) (34,634) 2,644,290 (180,802) (9,425,784) (9,626,559) (9,257) 122,878 (106,179) (12,178) 93,702 (14,973) (107,274) (43,159) 35,982 271,314 (48,739) 65,873 (666,801) (160,091) 1,536,226 {1,178,40l) (3,471,688) (725,748) 68,312 (34,647,972) 37,218,098 (477,519) 14,000 (55,598,083) 59,366,434 1,912,690 Net increase (decrease) in cash and cash equivalents 3,304,832 (166,856) 734,289 Cash and cash equivalents, beginning of year 3,341,307 3,508,163 Cash and cash equivalents, end of year $ 4,075,596 $ 3,341,307 Supplemental disclosure of cash flow information: Cash paid for interest $ $ 416,656 The accompanying notes are an integral part of these financial statements. 6 261,161 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 1. Organization The Morton Arboretum (the "Arboretum") is an outdoor museum of living woody plants. The mission of the Arboretum is to collect and study trees, shrubs, and other plants from around the world, to display them across beautiful landscapes for people to study and enjoy, and to learn how to grow them in ways that enhance our environment. Our goal is to encourage the planting and conservation of trees and other plants for a greener, healthier and more beautiful world. 2. Summary of Significant Accounting Policies Basis of Accounting - The financial statements have been prepared on the accrual basis of accounting and, accordingly, reflect all significant receivables, payables and other liabilities. Basis of Presentation - The Arboretum reports 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. Cash and Cash Equivalents - Cash and cash equivalents consist of short-term investments and a money market fund. Contributions - Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence and/or nature of any donor restrictions. When a restriction expires (that is, when a stipulated time restriction ends or the purpose of the restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. Pledges Receivable - Pledges receivable include promises made by donors whereby the donor has unconditionally promised to contribute funds to the Arboretum for future periods. Unconditional promises expected to be collected within one year are recorded as support and a receivable at net realizable value. Unconditional promises expected to be collected in future years are recorded as support and a receivable at the present value of expected future cash tlows. Amortization of discounts is included in contribution revenue. Inventory - The Arboretum reports inventory within the other assets category in the financial statements. Inventory is typically purchased and consists of various items held for sale at the Arboretum Store. The Arboretum records inventory at cost, determined on an average current cost basis. Functional Allocation of Expenses - The costs of operating the Arboretum and providing various services and activities have been summarized on a functional basis in the statement of activities. Accordingly, certain costs have been allocated among the operational areas, services and activities benefited. In Kind Contributions and Donated Services - Donated services are recognized at fair value if the services received (a) create or enhance long-lived assets or (b) require specialized skills, and would need to be purchased if not provided by donation. Contributions of tangible assets are recognized at fair value when received. In-kind contributions that meet the criteria for recognition are included in the accompanying financial statements and are offset by like amounts as expenses or additions to property and equipment. Donated services for the years ended December 31, 2013 and 2012 are 7 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 2. Summary of Significant Accounting Policies (Cont.) In Kind Contributions and Donated Services (cont.)$12,100 and $25,145, respectively. A substantial number of volunteers donated a significant amount of time for various program assistance and in support of daily operations. These in-kind contributions are not reflected in the financial statements because they do not meet the criteria for recognition. Arboretum Collections - The Arboretum's rare books and print collections are not capitalized in the accompanying financial statements. Living woody plants are also not capitalized unless they are part of a major capital project. Purchases of collection items that are not capitalized are recorded as decreases in unrestricted net assets. Depreciation and Amortization - The Arboretum capitalizes additions of property and equipment in excess of $25,000 with the exception of motor vehicles and attachments which is capitalized regardless of cost. Annual depreciation is computed using the straight-line method over the estimated useful lives of the related assets: Land improvements Buildings and improvements Equipment and other property 20 years 30 - 45 years 5 - 10 years Amortization of bond issuance costs is provided using the straight-line method over the life of the bonds, which is 35 years. 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 the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Comparative Information - The financial statements include certain prior year summarized comparative information in total but not by net asset class. Such information does not include sufficient detail to constitute a presentation in conformity with generally accepted accounting principles. Accordingly, such information should be read in conjunction with the Arboretum's financial statements for the year ended December 31, 2012, from which the summarized information was derived. Income Taxes - The Arboretum is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code ("Code"). In June J 999, the Arboretum was granted public charity status under Code Section 509. The status is effective as of January 1, 1994. The Arboretum recognizes the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. The Arboretum is no longer subject to U.S. federaL state, and local income tax examinations by tax authorities for the years before the 2010 tax year. 8 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 2. Summary of Significant Accounting Policies (Cont.) Fair Value of Financial Instruments - The carrying amounts of financial instruments including cash, cash equivalents, receivables, accounts payable, and accrued liabilities, approximate fair value due to the short maturity of these instruments. Split Interest Agreement - During 2012, the Arboretum entered into an irrevocable agreement with a donor whereby in exchange for the gift from the donor, the Arboretum was obligated to provide an annuity to the donor for a specific number of years. A liability was recognized at the net present value of the annuity obligation. The liability balances for years ended December 31, 2013 and 2012 are $29,848 and $31,651, respectively. Pending Accounting Pronouncement: Statement of Cash Flows (Topic 230) Not for Profit Entities In October 2012, the Financial Accounting Standards Board issued Accounting Standards Update No. 2012-05, Statement of Cash Flows (Topic 230) Not for Profit Entities: Classification of the Sale Proceeds of Donated Financial Assets in the Statement of Cash Flows ("ASU No. 2012-05"). ASU No. 2012-05 was issued to address the diversity in practice about how to classify cash receipts arising from the sale of certain donated financial assets in the statement of cash flows for not-for-profit organizations. ASU No. 2012-05 stipulates that proceeds from the sale of donated financial assets may be classified within operating activities, financing activities or investing activities with such determination depending on the intentions and actions of the Arboretum and/or donor imposed restrictions. ASU No. 2012-05 is effective prospectively for fiscal years, and interim periods within those years, beginning after June 15, 2013. The Arboretum intends to adopt ASU No. 2012-05 in 2014. 3. Investments Investment securities are reported at fair value using quoted market prices where available. The investments in partnerships and hedge funds are reported at fair value, as determined by the respective investment manager of the fund. In determining the fair value, the investment manager utilizes the valuation reflected within the financial statements and other financial information of the underlying investments. Realized gains and losses from security transactions are reflected in the statements of activities and are computed on a first-in, first-out basis. The net annual change in the fair value of investments (net appreciation (depreciation) in fair value of investments) is included in the accompanying statements of activities and is determined as the difference between fair value at the beginning of the year (or date purchased during the year) and year-end fair value. Donated marketable securities are recorded at their fair value at the date of donation. The fair value of the investment portfolio was $32,724,221 and $25,572,384 greater than its cost at December 31, 2013 and 2012, respectively. 9 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 3. Investments (Cont.) The fair value of securities as of December 31, 2013 and 2012 is as follows: 2013 2012 $ 55,286,666 Common stock Northern Trust Stock Index Fund Fixed income mutual funds Real estate limited partnership Commodities fund International equities Partnerships, other Hedge fund 27,545,206 68,030,181 7,757,966 22,778,239 27,925,282 8,436,682 28319,792 $ 44,458,796 31,692,401 73,047,468 6,890,299 20,881,679 26,049,550 5,264,870 24,954,036 $ 246,080,014 $ 233,239,099 The composition of investment income and net realized/unrealized gain (loss) on securities for the years ended December 31, 2013 and 2012 is as follows: Unrestricted Investment income (loss): Interest Dividends Other investment loss Investment expense 28,248 102,629 (115) (4,031 ) $ $ 4,724,995 $ 126,731 $ 4,85 J ,726 $ 7,789,784 $ 186,802 $ 7,976,586 167,978 7,172,837 354,780 $ 15,149,423 618,152 4,279,733 (4,788) (168,102) .' 7,004,859 $ 14,794,643 10 Total $ $ Net realized/unrealized gain on securities: Net realized gain on sales of securities Net unrealized appreciation of securities 2013 Temporarily Restricted $ 646,400 4,382,362 (4,903) (172,133) THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 3. Investments (Cont.) Unrestricted Investment income (loss): Interest Dividends Other investment loss Investment expense Net realized/unrealized gain (loss) on securities: Net realized gain on sale of securities Net unrealized appreciation of securities 2012 Temporarily Restricted Total $ 688,460 5,590,687 (9,564) (215,859) $ 18,174 78,606 (135) (3,035) $ 706,634 5,669,293 (9,699) (218,894) $ 6,053,724 $ 93,610 $ 6,147,334 $ 9,295,093 $ 130,691 $ 9,425,784 9,493,084 $ 18,788,177 133,475 $ 264,166 9,626,559 $ 19,052,343 The Arboretum has various commitments related to investments, as summarized in Note 13 to the financial statements. 4. Bonds Payable The Arboretum is obligated to the County of DuPage, Illinois, under a loan agreement for the issuance of$42,000,000 in demand revenue bonds issued by the County for the Arboretum's expansion project. The bonds were issued on December 17, 2003 and are due on demand. Interest, at a variable rate, is payable monthly. The bonds mature on October 15, 2038. The Arboretum is subject to certain covenants including the maintenance of a minimum liquidity ratio. The bond is supported by an irrevocable letter of credit issued on November 1,2012, by PNC Bank N.A., which replaced a similar irrevocable letter of credit which was not renewed as of that date. 5. Postretirement Benefits Effective October 1, 1976, with the adoption of a formal pension plan, the Arboretum purchased annuity contracts for all retired and fully vested employees eligible for benefits. For those employees who were employed prior to but not fully vested at October 1, 1976, the Arboretum will purchase annuity contracts when they retire at age 60 or later. The related liability has been accrued in the financial statements. In addition to pension benefits, through 1994 the Arboretum provided certain health care benefits to retired employees. The cost of retiree health care benefits has been accrued in the financial statements. 11 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 5. Postretirement Benefits (Cont.) Prior to December 31,2008, eligible employees earned benefits under the Arboretum's defined benefit plan, which became effective October I, 1976, and those benefits are being funded currently. The plan is noncontributory. Effective December 31, 2008, all benefits under the plan were frozen. The Arboretum is in the process of terminating the pension plan. Due to large lump-sum distribution amounts, the plan years ending December 31, 2013 and 2012 have reflected plan settlements. The projected unit credit cost method is used to calculate the plan's net pension cost. The benefits under the plan are based primarily on years of service and compensation levels. The following amounts relate to the Arboretum's defined benefit plan for the years ended December 31, 2013 and 2012: 2012 2013 7,276,056 $ Accumulated benefit obligation $ Pension benefit obligation Fair value of plan assets $ (7,276,056) 5,117,042 $ (8,099.089) 5,273,274 Excess of benefit obligation over plan assets (funded status) $ (2,159,014) $ (2,825,815) Employer contributions $ 25,000 $ 58,110 Benefits paid $ 106,996 $ 409,569 Amounts recognized in the statements of financial position: Accrued pension obligation $ (2,159,014) Amounts recognized in the statements of activities: Pension related changes other than net periodic benefit cost: Net (gain) loss Amortization of net loss Amortization of prior service credit Amount recognized due to lump-sum settlements $ (601,294) (152,787) 21,935 $ (2,825,815) $ (732,146) Net periodic benefit cost: Interest cost Expected return on plan assets Amortization of net loss Amortization of prior service credit Effect of settlements $ 12 (641,801) 1,665,577 ( 11,685) 21,935 (120,160) 1,555,667 309,931 (381,172) 1 J ,685 (21,935) 120,160 326,895 (367,402) J 52,787 (21,935) ___~ 90,345 8,099,089 ____18,6§2 $ ] ,594,336 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 5. Postretirement Benefits (Cant.) Other changes in plan assets and benefit obligations previously recognized in changes in unrestricted net assets not yet recognized as periodic benefit cost, as of December 31 : Net loss Prior service credit 2013 2012 $ 1,573,006 $ 2,327,087 (178,555) (156,620) $ 1,416,386 $ 2,148,532 Items included in December 31, 2013 net assets expected to be recognized as components of net periodic pension costs in the year ending December 31, 2014: 2013 Amortization of net loss Amortization of prior service cost (credit) Total 2013 Assumptions used in accounting for the plan: Weighted-average assumptions used to determine pension benefit obligation: Discount rate Rate of compensation increase Weighted-average assumptions used to determine net periodic benetit cost: Discount rate Expected return on plan assets Rate of compensation increase $ 87,245 (21,935) $ 65,310 2012 4.86% 4.06% N/A N/A 4.06% 7.00% 4.62% 7.00% N/A N/A The expected return on plan assets is determined by those assets' historical long-term investment performance, current asset allocation, and estimates of future long-term returns by asset class. The Arboretum's investment strategy is to provide enough short-term income to meet current liabilities while maintaining a moderate risk tolerance to provide growth to achieve the expected long-term rate of return on the plan's assets. The plan assets are 100% invested in a fixed dollar account with Prudential Insurance Company of America. The fair value of assets is determined by applying a Market Value Adjustment percentage to the book value of assets reported by Prudential. For December 31,2013, the estimated Market Value Adjustment is 9.8%. For December 31,2012, the amount was 14.5%. The fixed dollar account consists of public and private fixed maturity securities, commercial mortgage and other loans, equity securities, and other investment assets. The composition of the general account reflects, within the discipline provided by its risk management approach, the need for competitive results and the selection of diverse investment alternatives. 13 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 5. Postretirement Benefits (Cont.) The fair value (See Note 15) of the plan's fixed dollar account has been estimated utilizing current rates of return available for similar contracts, with comparative credit risk and liquidity, as of the respective financial statement date (Level 2 inputs). Fair Value Measurement at Reporting Date Using Fair Value Prudential fixed dollar account: December 31,2013 $ 5,117,042 Quoted Prices In Active Markets for Identical AssetslLiabilities Levell $ Significant Other Observable Inputs Level 2 $ 5,117,042 Significant Unobservable Inputs Level 3 $ The Arboretum expects to contribute approximately $36,380 to the plan in 2014. Subject to approval of the plan termination discussed above, future expected benefits to be paid would be approximately as follows: 2014 2015 2016 2017 2018 2019-2023 $ 130,000 150,000 210,000 230,000 270,000 1,950,000 Effective July 1, 2005, the Arboretum established a defined contribution retirement plan operated under Section 401(k) of the Internal Revenue Code. The plan covers all employees who have attained the age of 21. Participants with one year of service are eligible for a matching contribution equal to 100% of elective deferrals, up to a maximum of 6% of compensation. The Arboretum shall also make a non-elective contribution on behalf of each participant who has attained age 50 and has completed 10 or more years of service on or before January 1, 2009 in the amount of 2% of the participant's contributions. In addition, the Arboretum at its discretion may make a qualified non-elective contribution. Contributions to the plan of $519,394 and $476,273 were charged against operations in 2013 and 2012, respectively. 6. Endowments The Arboretum's endowment consists of individual funds established for a variety of purposes and includes both donor-restricted and Board-designated funds. As required by generally accepted accounting principles, net assets are classified and reported based on the existence or absence of donor-imposed restrictions. 14 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 6. Endowments (Cont.) The Board of Trustees of The Arboretum has interpreted the Uniform Prudent Management of Institutional Funds Act ("UPMIFA") as requiring the preservation 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. As a result of this interpretation, the Arboretum classifies as permanently restricted net assets (a) the original value of gifts donated to the permanent endowment, (b) the original value of subsequent gifts to the permanent endowment, and (c) 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 remaining portion of the donor-restricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure. The Board of Trustees annually approves the amounts to be paid from invested endowment funds. Consistent with UPMIFA, when determining the appropriate payout, the Board of Trustees considers the purposes of the Arboretum and the endowment funds, the duration and preservation of the various funds, general economic conditions, the possible effect of inflation and deflation, the expected total return from income and the appreciation of investments. other resources of the Arboretum, and the Arboretum's investment policy. Investment Return Objectives, Risk Parameters and Strategies. The return objective is to generate optimal total return while maintaining an appropriate level of risk for the Arboretum. Investment returns are achieved through both capital appreciation (realized and unrealized gains) and current yield (interest and dividends). Portfolio asset allocation targets as well as expected risk, return and correlation among the asset classes are reevaluated annually. Spending Policy. Through the combination of investment strategy and payout policy, the Arboretum is striving to provide a reasonably consistent payout from endowment funds to support operations, while preserving the purchasing power of the endowment adjusted for inflation. For 2013 and 2012, the Board approved a spending rate of5.0%. Endowment net asset composition by type of donor-restricted and Board-designated fund as of December 31, 2013 and 2012 is as follows: Unrestricted December 3 1, 2013: Donor-restricted endowment funds Board-designated endowment funds Total funds December 31, 2012: Donor-restricted endowment funds Board-designated endowment funds Total funds $ $ 6,711,335 Total Endowment Net Assets Permanently Restricted Temporarily Restricted $ 1,266,276 $ 9,208,405 $ 9,208,405 9,208,405 $ _ 8,541,244 $ 8,541,244 7,977,611 $ 6,711,335 $ 1,266,276 $ 2,658,148 $ 766,276 $ 17,186,016 $ 3,424,424 8.541,244 $ 15 2,658,148 $ 766,276 $ 11,965,668 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 6. Endowments (Cont.) Changes in endowment net assets for the years ended December 3 1, 2013 and 2012, respectively, are as follows: Temporarily Restricted Unrestri cted January 1, 2012 Contributions Capital development Investment income Net appreciation Amounts appropriated for expenditure $ 7. $ 245,000 207,929 644,432 $ 766,276 $ 245,000 172,467 538,527 2,658,148 4,000,000 (102,908) 87,986 274,736 (288,832) (206,627) 9,208,404 $ 6,711,335 10,173,314 500,000 245,000 285,787 885,737 (124,172) (J,726) 8,541,242 $ 1,840,711 500,000 Permanently Restricted 77,858 241,305 ~22,446) December 3 1, 2012 Contributions Transfers Investment income Net appreciation Amounts appropriated for expenditure December 31, 2013 7,566,327 Total Endowment Net Assets 11,965,666 4,000,000 536,413 286,088 893,307 766,276 394,321 25,635 80,044 (495,459) $ 1,266,276 $ 17,186,015 Net Assets Net assets consist of unrestricted operating and Board-designated funds as well as temporarily and permanently restricted donor funds. Board-designated funds include the Capital Repair and Replacement Fund, Suzette Morton Davidson Rare Book and Print Fund, and the Capital Development Fund. The Capital Repair and Replacement Fund is intended to support the repair and replacement of significant buildings or site facilities. The Suzette Morton Davidson Rare Book and Print Fund supports the acquisition and maintenance of the Arboretum's rare books and prints. The Capital Development Fund finances major additions and renovations to the Arboretum's facilities. Temporarily restricted funds include pledges receivable, income and appreciation from the Davis Chair, as well as other amounts with purpose or time restrictions. Permanently restricted net assets consist of the two endowments recorded as separate, permanently restricted funds. The income generated from these endowments is allocated to temporarily restricted funds in support of research, education, and infomlation systems. See Note 9 below. 16 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 8. Temporarily Restricted Net Assets Temporarily restricted net assets at December 31, 2013 and 20 I 2 are available for the following purposes: 2013 Pledges receivable Davis Chair program Estate gifts Program grants $ 451,045 1,887,548 4,595,431 883,857 $ 7,817,881 9. 2012 $ 544,747 1,761,533 896,615 910,705 $ 4,113,600 Permanently Restricted Net Assets Permanently restricted net assets at December 3 J, 2013 and 2012 are restricted to the following: 2013 766,276 500,000 $ 766,276 $ J ,266,276 $ 766,276 $ Davis Chair program Charles C. Haffner Trust 2012 The Arboretum has identified research projects to be performed within the original Davis Chair program guidelines. The Haffner Trust specifically provides funding for the purpose of purchasing books and prints for the Suzette Morton Davidson collection of rare and botanical prints. Income generated from the permanently restricted fund is allocated to temporarily restricted funds in support of these projects. 10. Net Assets Released from Restrictions Net assets of $1,438,770 and $1,460,083 for the years ended December 31, 2013 and 2012, respectively, were released from donor restrictions by incurring expenses satisfying the restricted purposes or by occurrence of other events specified by donors. 1 I. Pledges Receivable Pledges in excess of one year are adjusted to present value using an average risk-free market rate. [n accordance with generally accepted accounting principles in the United States of America, the discount rate is determined when the pledge is initially recognized. All pledges receivable in the amount of $451 ,045 are due in 2014; thus, there were no pledges discounted as of December 31,2013. Pledges receivable at December 31, 2012 were reported net of discounts of $1 ,298. 17 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 12. Concentrations The Arboretum routinely maintains balances in financial institutions in excess of the federally insured amounts. 13. Commitments The Arboretum has entered into various limited partnership arrangements which require capital commitments. The investment commitments at December 3], 2013 and 2012 were $8,692,072 and $6,585,268, respectively. 14. Contingencv Amounts received or receivable from governmental agencies may be subject to agency audits. Management does not anticipate any material adverse adjustments as a result of such governmental agency audits. 15. Fair Value Measurements Generally accepted accounting principles provide a uniform framework for the definition, mea<;urement and disclosure of fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Such accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Levell: Quoted market prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect an entity's O\vn assumptions about the assumptions that market participants would use in pricing an asset or liability. The asset's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Following is a description of the valuation methodologies used for a'>Sets measured at fair value. Except as noted below, there have been no changes in the methodologies used at December 31, 2013 and 2012. The fair value of shares of common stock, the Northern Trust stock index fund, fixed income mutual funds, international equities, and commodities funds is determined by obtaining quoted prices on nationally recognized securities exchanges (Levell inputs). 18 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 15. Fair Value Measurements (Cont.) The fair value of units held in the hedge fund is based on its net asset values, as reported by Northern Trust and as supported by the unit prices of actual purchase and sale transactions occurring as of or close to the financial statement date. The fair value of the hedge fund that invests in private placements and other securities, for which values are not readily available, is determined in good faith by the investment advisors to the respective portfolio funds and is classified within Level 2 of the fair value hierarchy. The fair value of shares of real estate limited partnerships is based on the net asset value of the Guggenheim REIT reported by the Trust Company as the manager of the Guggenheim REIT. The fair value of shares of other partnerships is based on the underlying partnership value. The fair values of the real estate limited partnerships (Level 3) include a member interest in an affiliated real estate operating company which invests in privately owned domestic commercial real estate investments, a limited partnership interest in an affiliated real estate partnership that invests in mezzanine financings and real estate properties, and all of the partnership interests in a private real estate partnership that invest in net leased commercial real properties. The fair values of the other partnerships that invest in nonmarketable privately held equity investments, common and preferred equity securities, partnership interests, corporate debt, warrants, escrow and earn-out receivables and other privately issued securities require significant judgment by fund management due to the absence of quoted market values, inherent lack of liquidity, changes in market conditions and the long-term nature of such assets. In determining valuation adjustments, emphasis is placed on market participants' assumptions and market-based information over entity specific information; therefore, other partnerships are classified within Level 3 of the fair value hierarchy. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Arboretum believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. 19 THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 15. Fair Value Measurements (Cont.) Fair values of assets and liabilities measured on a recurring basis at December 31, 2013 and 20] 2 are as follows: Fair Value Measurement at Quoted Prices In Active Markets for Identical Assets/Liabilities Fair Value Levell December 31,2013: Common stock Northern Trust Stock Index Fund Fixed income mutual funds: Government bonds Government agencies Corporate bonds Other fixed income Real estate limited partnership Commodities fund International equities Partnerships, other Hedge fund December 31. 2012: Common stock Northern Trust stock index fund Fixed income mutual funds: Government bonds Government agencies Corporate bonds Other fixed income Real estate limited partnership Commodities fund International equities Partnerships, other Hedge fund $ 55,286,666 $ 55,286,666 27,545,206 27,545,206 6,717,190 10,671,983 39,006,564 11,634,444 6,717,190 10,671,983 39,006,564 11,634,444 $ $ 8,436,682 201,565,574 $ $ 44,458,796 31,692,401 31.692,401 14,050,156 8,423,554 33,986,334 16,587,424 14,050,156 8,423,554 33,986334 16,587,424 $ 28,319,792 $ $ $ 16,194,648 6,890,299 6,890,299 20.881,679 26,049,550 5,264,870 24.954,036 20 Significant Unobservable Inputs Level 3 28,319,792 $ $ 233,239,099 Significant Other Observable Inputs Level 2 Usin~ 22,778,239 27,925,282 $ 246,080,014 -~------ Date 7,757,966 7,757,966 22,778,239 27,925,282 8,436,682 28,319,792 44,458,796 ReE0rtin~ 20,881,679 26,049,550 5264,870 24,924,036 -----.~---.--~- $ 196,129,894 $ 24,954,036 ------~-. $ 12,155,169 THE MORTON ARBORETUM NOTES TO FrNANCIAL STATEMENTS 15. Fair Value Measurements (Cont.) Changes in fair value of assets and liabilities measured on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2013 and 2012 are as follows: Fair Value Measurements Using Significant Unobservable InEuts (Level 3l Real Estate Limited Partnership January 1,2012 Contributions Settlements Realized gain Unrealized gain (loss) Investment loss (net of fees) Transfers out of level 3 $ $ 365,542 (29,390) 4,557,134 2,908,553 (2,515,741) 1,048,333 (543,204) (190,205) Hedge Fund $ 23,462,089 1,491,947 (24,954,036) December 31, 2012 Contributions Settlements Realized gain Unrealized gain Investment income (toss) (net of fees) December 31, 2013 2,625,701 3,928,446 Partnerships, Other 6,890,299 $ Total $ 30,644,924 6,836,999 (2,515,741) 1,048,333 1,314,285 (219,595) (24,954,036) 193,317 483,189 5,264,870 2,175,732 (60,480) 272,211 990,990 12,155,169 2,175,732 (60,480) 465,528 1.474,179 191,161 (206,641) (15,480) 7,757,966 $ 8,436,682 $ $ 16,194,648 During 2012, certain redemption rules for the hedge fund became less restrictive, which caused the investment advisor to modify the valuation of this investment from input Level 3 to input Level 2. The following sets forth additional hedge fund disclosures whose fair value is estimated using net asset value per share at December 31,2013. The total value of this investment is $28,319,792 and $24,954,036 at December 31,2013 and 2012, respectively. Investment Weatherlow Offshore Fund I, L.P.: Long-Short Equity Portfolio Funds (a) Event Driven Portfolio Funds (b) Fair Value as of December 31. 2013 2012 $ 9,974,362 $ 4,373,787 2,875,090 6,710,837 Relative Value Portfolio Funds (c) 4,827380 4.680,784 Global Asset Allocation Portfolio Funds (d) Multi-Strategy Portfolio Funds (e) 2.011,920 8,631,040 21 9,188,628 Redemption Frequency (as of2013) Quarterly to Semi-Annual AnnuaIlyRolling 2 Year MonthlyQuarterly MonthlyQuarterly MonthlyAnnual Redemption Notice Period (as of2013) 30-90 days 90 days 30-90 days 5-90 days 30-180 days THE MORTON ARBORETUM NOTES TO FINANCIAL STATEMENTS 15. Fair Value Measurements (Cont.) (a) Long-short equity strategies seek to profit by taking positions in equities and generally involve fundamental analysis in the investment decision process. Managers in these strategies tend to be "stock pickers" and typically manage market exposure by shifting allocations between long and short investments depending on market conditions and outlook. Long-short equity strategies may comprise investments in one or multiple countries, including emerging markets and one or multiple sectors. (b) Event driven strategies involve investing in opportunities created by significant transaction events, such as spin-offs, mergers and acquisitions, and reorganizations. These strategies include Risk Arbitrage, Distressed Situations Investing, Special Situations, and Opportunistic Investing. (c) Relative value strategies seek to profit by exploiting pricing inefficiencies between related instruments while remaining long-term neutral to directional price movements in anyone market. These strategies include, but are not limited to: Convertible Bond Arbitrage, Fixed Income Arbitrage, Options Arbitrage, Pairs Trading, Managed Futures, Statistical Arbitrage, Commodity Trading Advisors (CTAs), and multiple "Market Neutral" strategies. (d) Global asset allocation strategies seek to exploit opportunities in various global markets. Portfolio managers employing these strategies have a broad mandate to invest in those markets and instruments which they believe provide the best opportunity. A portfolio manager employing a global macro strategy may take positions in currencies, sovereign bonds, global equities and equity indices or commodities. (e) Multi-strategy managers employ a combination of any of the above mentioned strategies. At December 31,2013 and 2012, the Arboretum owned 3,794.812 of 273,762 shares (1.39%) and 3,839.171 of319,197 shares (1.20%), respectively, ofa real estate limited partnership. The fair value of this investment is derived by applying the Arboretum's percentage of ownership to the total net assets as shown on the December 31, 2013 and 2012 internal financial statements of the real estate limited partnership. At December 31, 2013 and 2012, the Arboretum owned 0.99% and 0.88% of the hedge fund, and 0.42% and 0.26% of various limited partnerships, respectively. The fair value of these investments was derived from quarterly investment statements distributed to investors. 16. Reclassifications Certain amounts in the 2012 financial statements have been reclassified to agree with the 2013 presentation with no effect on net assets. 17. Subsequent Events The Arboretum has evaluated subsequent events through April 15,2014, the date which the financial statements were available to be issued. 22