Blog

IRS issues 2020 standard mileage rates

The optional standard mileage rates for business use of a vehicle will decrease slightly in 2020 after increasing significantly in 2019, the IRS announced on Tuesday (Notice 2020-05). For business use of a car, van, pickup truck, or panel truck, the rate for 2020 will be 57.5 cents per mile in 2020, down from 58 cents per mile last year after increasing from 54.5 cents per mile in 2018. Taxpayers can use the optional standard mileage rates to calculate the deductible costs of operating an automobile.

Because the law known as the Tax Cuts and Jobs Act (TCJA), P.L. 115-97, suspended the miscellaneous itemized deduction under Sec. 67 for unreimbursed employee business expenses from 2018 to 2025, the notice explains that the standard mileage rate cannot be used to claim a deduction for those expenses during that period.

However, self-employed taxpayers can deduct automobile expenses if they qualify as ordinary and necessary business expenses. And an exception to the disallowance of a deduction for unreimbursed employee business expenses applies to members of a reserve component of the U.S. armed forces, state or local government officials paid on a fee basis, and certain performing artists. They are permitted to deduct mileage expenses on line 11 of Schedule 1 of Form 1040, U.S. Individual Income Tax Return, (an above-the-line deduction) and may continue to use the 57.5 cents-per-mile business standard mileage rate.

The standard mileage rate also can be used under Rev. Proc. 2019-46 as the maximum amount an employer can reimburse an employee for operating an automobile for business purposes without substantiating the actual expense incurred.

Under Notice 2020-05, driving for medical care or for certain limited moving expense purposes for members of the armed forces may be deducted at 17 cents per mile, which is 3 cents lower than for 2019.

The TCJA repealed the moving expense deduction for individual taxpayers from 2018 to 2025, except for U.S. armed forces members on active duty who move pursuant to a military order and incident to a permanent change of station to whom Sec. 217(g) applies.

The rate for service to a charitable organization is unchanged, set by statute at 14 cents per mile (Sec. 170(i)).

The portion of the business standard mileage rate that is treated as depreciation will be 27 cents per mile for 2020, 1 cent more than 2019, one of the few amounts that is increasing.

To compute the allowance under a fixed-and-variable-rate (FAVR) plan, the maximum standard automobile cost is $50,400 for 2020 for all automobiles (including trucks and vans), the same as in 2019. The FAVR amounts were recalculated in 2018 after the TCJA retroactively amended the bonus depreciation rules. Under a FAVR plan, a standard amount is deemed substantiated for an employer’s reimbursement to employees for expenses they incur in driving their vehicle in performing services as an employee for the employer.

As always, please contact us should you have any questions.

Should Your Nonprofit Build an Endowment?

Wait a minute—the first question should be, “What’s an endowment?” Unless you work under a rock, you probably have a common-sense understanding of the term, but if you are going to bandy it about with accountants or regulators, you need to understand that the word has a technical meaning that doesn’t always square up with common usage.

In everyday use, people talk about an endowment as money in the bank that earns interest and dividends they can use for operations. But technically, the term refers only to that portion of your investment pot that is “permanently restricted” because the donors said that they do not want you to spend the money, or because you collected it with the understanding that it was a permanent investment reserve. Management or a board of directors can set aside additional reserves for the purpose of investment, but technically this money is not endowment—accountants sometimes call this “quasi-endowment.” Now, this distinction often doesn’t matter, especially if you’re just interested in how interest and dividends help your cash flow. But it does matter when you’re doing your accounting, and it also matters when a cash-strapped organization starts thinking about paying for operations from those cash reserves.

Should you build an endowment? Well, there is little debate that you should set aside money for a rainy day—a cash reserve that can help to smooth out the ups and downs in your operations. Just as investment advisors recommend that individuals have six months of emergency funds tucked away in a savings account, nonprofits should also strive to have cash on hand to hedge against uncertainty. This isn’t endowment, or even quasi- endowment—it’s just operating slack that you might need when, say, your donations take a hit one year, or you have an unexpected expense.

An endowment is established when you and your donors consciously build a reserve for the purpose of creating a financial bedrock for the organization. You can’t spend the principal unless the donor or a court says so, but the income from that principal is usually fair game. This investment income is golden, because you don’t have to earn or solicit it. Some gift agreements specify how interest income should be spent, but it typically comes with no strings attached. There is no magic figure at which your pot is large enough to call it an endowment, but it isn’t a serious asset unless it is roughly twice as large as a typical year’s operating expenses.

Organizations that are in the endowment game, however, reap the benefits of solidity and unrestricted income. An endowment can also be a very positive symbol that shows the community and potential donors that your organization is not a fly-by-night operation. It signals that yours is a flush organization that plans to be around for a very long time—this alone can bring in large donations.

So, then, why do donors give to endowments? We know that many donors cringe at the idea that their donations are going to anything besides delivery of services, so why would somebody give money that purposely is not going to be spent? Well, we should not overlook the generic “power of the ask”—endowment campaigns are visible community events that give donors a new reason to contribute to an organization that seems to be serious about planning for the future. But there are two other reasons about “the future” that motivate some donors to contribute to endowment.

The first is the idea of perpetuity. This is the same motivation that causes some patrons to create private foundations. In addition to whatever philanthropic motivations drive them, many people who spend a lifetime building an empire and a reputation for beneficence want that empire and reputation to live forever. The impulse for some part of us to live on forever isn’t a negative one—some say it is the same deeply seated psychological impulse that drives humans to have children. When we give contributions to operations, we get a warm glow from knowing that the money is going to be used soon to further a charitable mission. When we give contributions to endowment, we experience the glow of perpetuity. Our money will undergird a community institution long after we’re gone. That’s a powerful motivator, and one that has generated billions of dollars in investable assets in the nonprofit  sector.

The second motivator is similar, and that’s the drive for elites to control community institutions.  This doesn’t apply to the average donor, but there are a few people in every city who both have money and are prominent movers in the community. Transferring money and property across generations is one thing, but transferring standing in the community is another. Making big contributions to endowments of elite institutions (like museums or private schools) is one way families seek to transfer status to their children. Heirs can gain standing in community institutions based on the contributions their family has made to these institutions. If you are one of these institutions, this is another motivation you can tap into to generate endowment.

So, endowments are built through the union of an organizational commitment to building an investment reserve and a relationship with donors who believe that this is a good investment in the future, for their community, and for themselves. When the union is a healthy one, the result can be an endowment large enough to generate investment income that can be used for a variety of organizational and community purposes. Who wouldn’t want to be sitting on a big pot of money?

Before you run out and start cultivating your endowment, though, you should know that there’s a flip side. Endowments are not good for all organizations, and not everyone loves them. The biggest argument against endowments—and the one that comes up in almost every deliberation about whether to start one—is that having to do with addressing current needs, and the other having to do with the declining value of money.

Current needs is the one that at least one of your board members will bring up, and is very possibly the reason why your board will vote not to have an endowment. “Why should we put a million dollars in a bank account when we can use that to serve a million more lunches?” Or buy a hundred thousand more books. Or facilitate a thousand more adoptions. Or renovate the façade of the theater. Many nonprofits are in dire need of more money, and most can at least think of an immediate way to use more. Therefore, it isn’t surprising that some people will value the use of contributions to meet current needs rather than build an endowment. And it isn’t just your board members who might feel this way—it might well also be your patrons, clients, elected officials, and local newspaper. Some people go so far as to say it’s not ethical to lock money in the bank when there are so many necessary ways to spend it now. Before you know it, you have bad press and declining donations—and you wish you’d never thought of raising an endowment.

The issue of the declining value of money has to do with the growth of the economy over time. When a charity spends my $100 contribution now, it gets $100 worth of good out of my money, whether that’s in operations, administration, or future fundraising. But just like $100 was worth more in 1960 than it is today, that $100 in 50 years (or even next year) will be worth less than it is today. Contributions to an endowment have less and less real dollar value over time. Endowments might keep up with inflation if they reinvest some of their earnings, but most nonprofits value their endowments because they get to spend those earnings. Consequently, nonprofit endowments face a never-ending battle against time.

There are a few other issues to consider, too. Endowment building is a strategic decision that requires management attention and a relationship with donors. As such, organizations need to be prepared to commit resources for managing both money and people. Organizations with the largest endowments (private universities, usually) have staff members whose only job is to manage the endowment and maximize its investment potential. Large endowments also open the potential for more sophisticated investment strategies and greater diversification, both of which tend to help large endowments perform better than small ones. You can stick your endowment in a money market account, but you’ll do better when you actively manage your money, or pay a professional to do it. That takes time, money, and commitment that nonprofits without endowments don’t have to worry about. Management and fundraising expenses can be huge.

Another concern to consider when you’re thinking about building an endowment goes back to that technical definition we started with. “Permanently restricted” is a phrase that should trouble managers who understand the value of staying flexible in an ever-changing environment. “Permanently” means forever beholden to the wishes of the donor. The donor cannot exert direct control over the money (or you), but you promise not to raid that money—even if you can no longer make budget. That’s the “restricted” part. An endowment-rich organization can be cash poor, with big assets and not enough additional money to run its programs. Just as too many suburban homeowners have hefty mortgage payments that leave them short on their food and clothing budget at the end of the month, too many nonprofits have hefty endowments that throw off money to keep on the lights but don’t relieve the need to raise funds to run programs at full speed. “Permanently restricted” can be a noose around the neck.

Without putting too fine a point on it, nonprofits with and without endowments are different animals. A big endowment can open up your financial options, but it might also limit your ability to change with the times. Some have suggested that privation feeds the nonprofit soul—organizations without endowments are more frugal, more innovative, and more responsive to their communities.

That brings us to the flip side of the endowment serving as a symbol of solidity and permanence in your community. While this reputation can inspire some donors to dedicate their contributions to your permanent future, it can cause others to shy away. When the local museum solicits my $100 for renovations, I might be inclined to think, “Why do they need my money? They have $50 million sitting in the bank that they aren’t using.” It’s hard for a well-endowed nonprofit to make the case to average donors that the organization still needs regular donations to maintain operations. If endowment income can’t keep pace with a decline in donations, it might end up being a drag on your operations rather than the cure-all you expected.

There are good reasons to have an endowment, and good reasons to not have one. The only way for a nonprofit to decide whether to pursue an endowment strategy is to fully educate your board of directors and have them hash it out. There is no obviously correct decision. Best wishes in making the one that is right for you.

Author:  Mark A Hager, Associate Professor of Philanthropic Studies in the School of Community Resources & Development, Arizona State University

Forms 1099, W-2, and W-3 Due by January 31, 2020

Employers and other businesses must file wage statements and independent contractor forms by Jan. 31, 2020.

Before the Protecting Americans from Tax Hikes (PATH) Act, employers generally had a longer period of time to file these forms. But the 2015 law made a permanent requirement for employers to file their copies of Form W-2, Wage and Tax Statement, and Form W-3, Transmittal of Wage and Tax Statements, with the Social Security Administration by Jan. 31.

Certain Forms 1099-MISC, Miscellaneous Income, filed with the IRS to report non-employee compensation to independent contractors are also due at this time. Such payments are reported in box 7 of this form.

The early filing date means that the IRS can more easily detect refund fraud by verifying income that individuals report on their tax returns. Employers can avoid penalties by filing the forms on time and without errors. The IRS recommends e-file as the quickest, most accurate and convenient way to file these forms.

Get a jump on the due date

Employers should verify employees’ information. This includes names, addresses, and Social Security or individual taxpayer identification numbers. They should also ensure their company’s account information is current and active with the Social Security Administration before January. If paper Forms W-2 are needed, they should be ordered early.

Hopefully, you collected your W-9 forms from independent contractors to whom you paid $600 or more this year.  The information on W-9’s can help you compile the information you need to send 1099-MISC to recipients and file them with IRS.  Here is a link to the Form W-9 that you would need to request your contractors and vendors to complete.

Your organization should send Copy B (recipient) of the 1099-MISC to those whom you pay nonemployee compensation, as well as file Copy A with the IRS.  Form 1099-MISC should be provided to each non-corporate service provider who was paid at least $600 for services during 2019.   Generally, reimbursed expenses using a accountability plan (receipts are provided) can be excluded from amounts reported on box 7.  Reimbursed expenses reported on box 7 can be deducted by the contractor or vendor.   It is usually best for the organization to not have an accountability plan for independent contractors and the leave the responsibility for finding and keeping receipts up to your independent contractors.

1099-MISC forms generally don’t have to be provided to corporate services providers, although there are exceptions.   Corporate service providers would include C or S Corporation including a limited liability corporation (LLC).  There are no longer any extensions for filing for Form 1099-MISC late and there are penalties for late filers.  Starting in 2020, the IRS will be requiring 1099-NEC to end confusion and complications to taxpayers.  This new form will be used to report 2020 non-employee compensation for by February 1, 2021.

Enter amounts of $600 or more for all type of rents, such as rental paid for office space should be reported on box 1.   However, you do not have to report these payments on Form 1099-MISC if you paid them to a real estate agent or property manager as they should report the rent paid to the property owner.  Public housing agencies must report in box 1 rental assistance payments made to owners of housing projects.  See Rev. Rul. 88-53, 1988-1 C.B. 384.

Automatic extensions of time to file Forms W-2 and 1099-MISC  must meet extreme criteria to request an extension. The IRS will only grant extensions for very specific reasons. Details can be found on the instructions for Form 8809, Application for Time to File Information Returns.

For more information, read the instructions for 1099-MISC,  Forms W-2 & W-3 and the Information Return Penalties page at IRS.gov.

Please contact us if you have any questions or if we can help you with performing these reporting requirements.

Best Practices for Financial Policies and Procedures

It is important that Nonprofit Organizations have a financial policies and procedures manual.

If you have not updated your financial policies in a while or don’t have a financial policies and procedures manual, our firm can help you develop or update your financial policies and procedures. An organization with good financial policies and procedures benefits from operating efficiencies, clear expectations, financial accountability, and training.

A financial policies and procedures manual is important for the following reasons:

  • Improving your operation
  • Document bookkeeping
  • Document control environment
  • Document control procedures
  • Document accounting system.
  • Lay out clear expectations
  • Grant compliance
  • Staff training

The financial policies and procedures manual should improve your operation by documenting policies, processes, and procedures to encourage timely and accurate information. A manual can minimize resource drain and fraud areas by improving and automating systems and processes.  The manual can serve as a checklist for major financial activities that need to occur within the finance function. The manual can serve as communication and training for finance staff and others within the organization. The manual should be updated to reflect your accounting system and software and how it supports the organization.

The manual should document your bookkeeping. The bookkeeping should document what is required source documentation to support the required accounting. The bookkeeping should document how the accounting system and software is to be used and maintained. The bookkeeping needs to discuss and implement an effective filing system.

The manual should document your control environment. Your control environment includes the following:

  • Organization Structure
  • Philosophy and Operating Style-Tone from the Top
  • Personnel Policies and Procedures
  • External Influences
  • Board, Finance, and Audit Committee Oversight
  • Authority Defined
  • Performance Monitoring and Follow Up-Monitoring Controls

The manual should document your accounting system. Your accounting system should do the following:

  • Record Transactions
  • Record Timely and Accurate Information
  • Proper Period Reporting
  • Disclose Accounting Events
  • Involve Program Staff
  • Maintain Audit Trail

The manual should lay out clear expectations, ensure grant compliance, and provide staff and program training. The policies need to document board and staff responsibility and accountability, segregation of duties, safeguarding assets, personnel integrity and competence, and inherent limitations.

We need to ask the following key questions for control procedures: what errors or irregularities could occur? What procedures would prevent or detect such errors or irregularities? Are controls procedures in place and effective? We would suggest you review each of the major finance areas to include cash receipts, cash disbursements, and payroll.

We would like to suggest the following areas are essential policies.

  • Cash Receipts and Revenues
  • Billing, Accounts Receivable, and Grants Management
  • Cash Disbursements and Expenditures
  • Purchasing, Accounts Payable, Travel, Credit Cards, and Debit Cards
  • Payroll and Human Resources
  • Audit
  • Budget
  • Financial Reports
  • Record Retention and Destruction

We would suggest the following areas as optional policies

  • Board, Finance, and Audit Committees
  • Governance Policies including Conflicts of Interest, Whistleblower, Gift Acceptance, and Code of Conduct.
  • Other policies would include a chart of accounts, general ledger, and technology

It is important that you take the time to document your financial policies and procedures. The purpose of this knowledge article is to develop or improve your current manual with these best practices for financial policies and procedures.

You can download a FREE Sample Nonprofit Organization Financial Policies and Procedures Manual from our resource documents page.

 

 

9 Common Internal Controls Your Nonprofit Should Have

Failure to understand internal control when identifying risks was the reason major issues come up at nonprofits 40 percent of the time, according to data from a AICPA Peer Review Program Study. Making sure your accountants and consultants understand remote monitoring and management (RMM) and internal controls is vital.

The best practice is to document internal controls so that there can be a complete risk assessment. The issues of internal controls and risk were discussed during the recent AICPA Nor-For-Profit industry conference in National Harbor, Md. The session presenters were Melissa Galasso, CPA, director, audit professional practices, in the Charlotte, N.C., office of Cherry Bekaert and Kris Ray, industry technical leader for Plante Moran in Southfield, Mich.

Internal control is designed, implemented and maintained to address identified business risks that threaten achievement of any of the entity’s objectives that concern reliability of financial reporting, effectiveness and efficiency of operations and compliance with laws and regulations.

Internal controls can provide only reasonable assurance that things won’t go sideways, according to the presenters. The reality is that human judgement can be faulty and that mitigates the controls, they said.

The Committee of Sponsoring Organizations has an integrated framework for internal control, the components of which are: Control Environment; Risk Assessment; Information and Communication; Control Activities; and, Monitoring.

Even the smallest of organizations have internal controls of one form or another, according to the presenters.

The 9 Common Internal Controls include:

  1. Strong tone at the top
  2. Leadership communicates importance of quality
  3. Accounts reconciled monthly
  4. Leaders review financial results
  5. Log-in credentials
  6. Limits on check signing
  7. Physical access to cash, Inventory
  8. Invoices marked paid to avoid double payment
  9. Payroll reviewed by leaders.

The NonProfit Times

 

What you should know about preparing your Schedule of Expenditures of Federal Awards (SEFA)?

Not-for-profit organizations often seek out grants and other awards in order to provide the necessary funding for their programs. It is important to know the source of all grants and awards as well as the requirements of the U.S. Office of Management and Budget’s (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, Final Rule (Uniform Guidance). In this article we will explore a small but very important part of the Uniform Guidance requirements: The Schedule of Expenditures of Federal Awards (SEFA).

What is the SEFA and How is it Used?

In its simplest form, the SEFA is a financial statement schedule that lists an organization’s expenditures of federal assistance for the fiscal year by federal agency, grant number and amount. It is the organization’s (auditee’s) responsibility to prepare a complete and accurate SEFA, which is a key component of the reporting package required under the Uniform Guidance. The SEFA is also used by external auditors to determine the required procedures and test work under the Uniform Guidance.

How to Accumulate the Data for the SEFA

Every grant and award received needs to be evaluated in order to determine the funding source.  A checklist or standard intake form should be used to document every individual grant/award (even those that do not appear to be federally sourced). This process may involve some research, as the funding source may not be obvious in the grant/award paperwork.

  • All grants/awards should be reviewed in detail to determine if they contain any special provisions (for example, some awards require they be treated as major programs, even though they might not otherwise qualify as such).
  • If the grant/award contains federal funding, the organization will obtain the following: name of the federal agency, award period, Catalog of Federal Domestic Assistance (CFDA) number.
  • The grant/award should also be researched to determine if it is part of a cluster (including research and development) or a federal loan program.
  • If the grant/award is passed through to/ from a subrecipient, the organization will obtain the pass-through entity identifying number.

Gathering this information is time consuming, and obtaining the name and contact information of the program manager can be invaluable.

Prior to the grant/award becoming operational, the organization should review the OMB Compliance Supplement’s Matrix of Compliance Requirements. For every federally funded grant/award, personnel should be assigned for each area of compliance. Expenditures must be tracked for each individual grant/award. The accounting system must be set up to capture this information, and individuals must be established to assign expenses to each grant/award.

How to Prepare a Complete and Accurate SEFA         

If the organization has a good system of accumulating data for grants/awards, preparation of the SEFA should not be difficult. It is simply a matter or organizing the data in the appropriate format. The draft SEFA should be reviewed for the following:

  1. Are all awards sorted by federal program and agency?
  2. If received through a subrecipient, is the name and number of pass-through entity included?
  3. Review Uniform Guidance for clusters of awards. Are the federal programs within that cluster all separately identified within the cluster?
  4. Are Research and Development awards totaled by federal award?
  5. Are total federal awards excluded for loan or are loan guarantee programs included?
  6. Are total federal awards provided to subrecipients by program totaled?
  7. Are the required footnotes to the SEFA prepared?
  8. If any non-federal awards are included in the SEFA, are they clearly segregated and designated as non-federal awards?

Where are Some Useful Resources?

Organizations are encouraged to review the 2017 and 2018 Uniform Guidance Compliance Supplements located at Whitehouse.gov. The AICPA’s Government Audit Quality Center provides a free resource center for auditees.

Please contact us to help you with the requirements of the Uniform Guidance. We can assist you early in the process at an organizational level. This will help assure a smooth and successful process to manage your federal funds and the related compliance requirements.

Nonprofit Treasurer Roles and Responsibilities

When you think about it, it’s a bit inaccurate to refer to your organization as “nonprofit.” In fact, money is rarely far from the minds of your organization’s leaders. At least, it shouldn’t be.

Like your for-profit counterparts, you can’t succeed without maintaining sound fiscal health. That’s why the title of “treasurer” is so much more than an honorific. By watching over your organization’s “treasure,” the person holding that position facilitates the accomplishment of the nonprofit’s greater goals.

The role in a nutshell

The treasurer generally is charged with overseeing the management and reporting of the organization’s finances. In a large nonprofit with accounting staff and a chief financial officer, the treasurer will usually head a finance committee that reports to the board of directors. He or she focuses mainly on reviewing internally prepared financial reports and evaluating financial policies and procedures.

By contrast, in a smaller organization with no internal accounting staff, the treasurer may need to get down in the trenches — writing checks and making deposits, managing and safeguarding funds and maintaining financial integrity. Where applicable, he or she also might oversee outside bookkeepers, tax preparers, fundraisers and investment advisors.

Regardless of the organization’s size, the treasurer typically shepherds the development of the not-for-profit’s financial policies, such as those for investing, borrowing and cash reserves. And he or she presents regular treasurer’s reports to the board of directors. These can range from a simple “dashboard” to more detailed information.

Specific areas of concern

The treasurer must ride herd over several different areas. Depending on the organization’s resources, the treasurer’s degree of involvement will vary. He or she might take on the following duties personally or just provide the necessary oversight to confirm that staff is handling them appropriately.

Budget. The annual budget represents the financial map of the organization’s goals and how it plans to achieve them in the coming year. The treasurer should present the budget for board approval, being realistic about both revenues and expenses. He or she also should review current reports frequently for variances between actual and budgeted figures and determine the reasons for those discrepancies.

Financial reports. The board relies on the treasurer to provide timely and accurate financial information to support its decision-making. In addition to financial statements, the treasurer might supply information on financial ratios and trends that describe the organization’s current and projected financial status.

Compliance. Complying with relevant laws and tax regulations is a top priority. Among other things, the treasurer should work with your CPA and keep a calendar of reporting and filing deadlines to avoid late fees, penalties and the reputational damage they can bring.

Risk management. The treasurer also should coordinate with your CPA and insurance agent to regularly perform assessments that identify and mitigate risks to the organization’s assets, data and confidential information. You might have risks, for instance, related to the use of volunteers in money-handling positions. Mitigation could include internal controls designed to deter and detect fraud.

Audit. Once your nonprofit reaches a certain size, its books should be audited annually by an independent CPA. The treasurer should review the results and recommendations — asking questions where appropriate — and present them to the board.

The right person for the job

With so much responsibility, it’s clear that not just anyone can function well in the treasurer position. You need to be very selective about candidates’ qualifications.

For starters, the treasurer must have a demonstrable financial literacy, including a thorough understanding of the particular financial reports and accounting practices used by nonprofits. He or she also should possess an attention to detail, adherence to deadlines, patience, curiosity and recordkeeping skills. A passion for the cause also is valuable, as the treasurer needs the motivation to make, and keep up with, the ample time commitment required for the job. It helps, too, if the treasurer has some people skills — a grumpy introvert may not work well with staff and other board members.

The bottom line

Although the specific duties treasurers perform will vary depending on the not-for-profit’s circumstances, the importance of the job does not. Without a qualified treasurer performing proper oversight, your organization’s financial health will be in jeopardy. Investing in a thorough search for the right person will pay off in the long run.

Is a merger right for you?

In the wake of the new tax law and other developments, many nonprofits are looking for ways to solidify their financial footing — including the possibility of merging with another organization. But a merger isn’t something to be entered into lightly. It’s a big step that requires careful planning and consideration.

Possible structures

The term “merger” is a bit of a catchall, and your organization may opt to pursue a different type of collaboration. In an actual merger, all the assets and rights of one organization transfer to the surviving organization. And the former nonprofit no longer exists as a legal entity. Notably, the surviving organization assumes all the merged-out organization’s liabilities. There are several other popular ways to combine forces:

Consolidations are like mergers, except that both organizations are dissolved, and an entirely new entity is created that assumes all assets and liabilities of both former organizations. The new entity will need to apply for tax-exempt status.

In an asset acquisition, one nonprofit acquires identified assets — and possibly liabilities — of another. When dealing with two nonprofits, you could simply structure the transaction as a gift from one to the other. This approach usually is permitted if the transferring organization’s creditors are either transferred, or paid in full, before it dissolves.

Alternatively, two nonprofits could enter into a parent-subsidiary arrangement. The “parent” doesn’t own the other organization. But it takes control, for example, by serving as the sole voting member of the subsidiary’s board or having the right to appoint the board members. Notably, though, the parent doesn’t assume the subsidiary’s liabilities. Each organization continues to function individually, with separate IRS filing obligations and boards of directors.

The parent-subsidiary arrangement — also known as an affiliation of nonprofits — can be implemented by amending the subsidiary’s articles of incorporation and bylaws to describe the parent’s control. If the arrangement doesn’t work out as hoped, it can be reversed simply by amending the documents again. The organizations usually also enter an affiliation agreement that addresses a variety of topics, such as the subsidiary’s activities.

State nonprofit corporation acts generally govern the processes and requirements for each of these transactions. Both state and federal laws must be considered when structuring the combination.

Due diligence

Each nonprofit should conduct a thorough investigation into the other organization’s history, finances and operations before entering into a collaborative agreement. Neither party can afford to take due diligence lightly — the board members for the nonsurviving organization have a fiduciary duty to obtain reasonable assurances that the surviving organization can properly steward the nonsurvivor’s assets postmerger.

The organizations should exchange a wide range of information, including corporate documents (for example, charters, bylaws and policies); financial statements and audit reports; and fundraising records and donor lists. They should also share third-party contracts, including grants and other funding; HR records; and meeting minutes.

Moreover, the two organizations should look at IRS determination letters and filings; documentation of exemptions from property, sales and other state or local taxes; real estate records; and current and pending litigation. Due diligence can be performed in phases so that more confidential or sensitive information isn’t exchanged until further along in the process, as the combination becomes more likely. Final approval must come from each organization’s board of directors and possibly its members.

Potential costs

Nonprofits often consider collaborations for financial reasons. But the process can come with significant costs, some of which aren’t always obvious. Potential expenses include:

  • Staff time, severance pay and professional fees (attorneys, accountants and consultants),
  • Audit and filing fees,
  • Rebranding and replacement of promotional materials,
  • Moving expenses and infrastructure upgrades,
  • Lease and loan buyouts, and
  • Lost funding.

Other possible staff-related costs could include a need to increase some salaries to achieve organizationwide pay parity. This could happen if one of the nonprofits paid its employees significantly more than the other did.

Don’t forget to report

Most nonprofits that end their operations by merging with another nonprofit must inform the IRS by filing a final Form 990, 990-EZ or 990-N. It must be filed within four months and 15 days of the organization’s termination. Certain states also require notification to the state attorney general or other appropriate office. Keep in mind that a merger can be complex.

FASB proposes moving back effective date for lease and other new accounting standards

The Financial Accounting Standards Board (FASB) recently voted unanimously to propose a delay to the effective date for the implementation of the new lease accounting standard, ASC 842, for non-public business entities. The proposed delay in the effective date is until January 2021, which provides an additional year to privately held companies to comply with the new lease rules.

Additionally, the vote proposed delays to other recent standards updates including credit losses, derivatives, and long-duration insurance contracts. For credit losses and long-duration insurance contracts, the proposed delay could potentially also apply to nonprofits and smaller reporting companies as the FASB seeks to re-define its reporting entity buckets in relation to implementation dates of its future standards.

Refresher on lease accounting

The existing lease accounting standard, Leases (Topic 840), requires companies to record lease obligations on their balance sheets if the arrangements are considered financing transactions, such as rent-to-own contracts for buildings or vehicles. Few arrangements get recorded, however, because U.S. Generally Accepted Accounting Principles (GAAP) give companies leeway to arrange the agreements to look like simple rentals. If an obligation isn’t recorded on a balance sheet, it makes a business appear less leveraged than its reality.

After nearly a decade of debate, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The new standard calls for major changes to current accounting practices for leases. In a nutshell, companies will be required to recognize on their balance sheets the assets and liabilities associated with rentals, such as offices, factories, airplanes and heavy equipment. The effects of the new standard are expected to be pervasive, because businesses rent anything from forklifts to photocopiers to recycling bins.

ASU No. 2016-02 defines a lease as a contract (or part of a contract) that conveys the right to control the use of a rented asset for a specified period in exchange for consideration. The concept of control is a key change from the definition of a lease. It means that the customer has both the right to realize substantially all of the economic benefits of the asset and the right to direct the asset’s use.

Most existing arrangements that currently are reported as leases will continue to be reported as leases under the new standard. In addition, the new definition is expected to encompass many more types of arrangements that aren’t reported as leases under current practice.

Delayed implementation

The new standard took effect for public companies, employee benefit plans, and non-for-profit conduit bond obligors in January 2019, and was intended to take effect for private companies for reporting periods beginning after December 15, 2019. However, the AICPA asked the FASB for a delay earlier this year in light of the overlap with the implementation of the new revenue recognition standard and the struggles public companies have incurred thus far in complying with the new lease accounting rules.

The additional year will allow for further educational opportunities for private companies and other organizations that anticipate a major disruption when implementation arrives.

If you have questions on how this delay will affect you and your company, please reach out to us.

New rules clarify accounting for grants and contributions

When the Financial Accounting Standards Board (FASB) released new rules for revenue recognition in 2014, contributions were specifically excluded. Now the FASB is offering further guidance in its Accounting Standards Update (ASU) No. 2018-08, Not-for-Profit Entities (Topic 958): Clarifying the Scope and Accounting Guidance for Contributions Received and Contributions Made.

The new rules likely will result in more grants and similar contracts being accounted for as contributions than have been under current Generally Accepted Accounting Principles (GAAP). So, if you haven’t learned the new rules yet, now is the time!

What prompted the new rules?

The new rules reflect the FASB’s stance that nonprofits have taken inconsistent approaches when characterizing some grants and contracts as exchange transactions (reciprocal) rather than contributions (nonreciprocal transactions). Organizations also have acted inconsistently when distinguishing between conditional and unconditional contributions, according to the standard-setting agency. For example, some nonprofits account for government grants as contributions while other organizations account for them as exchange transactions.

These issues came into the spotlight in the wake of the FASB’s new revenue recognition standard. Contributions generally are reported in the period the pledge or commitment to donate the funds is received. But exchange transactions will be subject to the revenue recognition rules, including robust disclosure requirements.

Is it a contribution?

When characterizing a grant or similar contract, a nonprofit must evaluate whether the “provider” (the grantor or other party to a contract) receives commensurate value in return for the assets transferred. If so, the transaction is an exchange transaction.

The ASU makes clear that “the provider” isn’t synonymous with the general public. Thus, indirect benefit to the public because of the asset transfer doesn’t constitute “commensurate value received.” Execution of the provider’s mission or the positive sentiment from acting as a donor also doesn’t equate to commensurate value received.

If the provider doesn’t receive commensurate value, the nonprofit must then determine if the asset transfer represents a payment from a third party for an existing transaction between the nonprofit and an identified customer (for example, Medicare or a Pell Grant). If so, the transaction isn’t a contribution and other accounting guidance would apply. If not, it’s a contribution.  If the contribution is considered unconditional, it is recognized into revenue immediately.

Is it conditional?

Whether a contribution is conditional affects when the revenue is recognized. This ASU explains that a conditional contribution comes with 1) a barrier the nonprofit must overcome to receive the contribution, and 2) either a right of return of assets transferred or a right of release of the promisor’s obligation to transfer assets if the condition is not met. An unconditional contribution is recognized when promised or received. However, a conditional contribution isn’t recognized until the barriers to entitlement are overcome.

To assess whether the nonprofit must overcome a barrier to receive the contribution, it should consider the following indicators:

  • The inclusion of a measurable performance-related barrier or other measurable barrier (for example, raising a certain amount of matching funds),
  • Limits on the nonprofit’s discretion over how to conduct an activity (for instance, a requirement to hire specific individuals to run a new program), and
  • A stipulation that relates to the purpose of the agreement (excluding administrative tasks and trivial stipulations, such as producing an annual report).

Depending on the circumstances, some indicators might prove more important than others. No single indicator will determine the outcome.

Effective dates

The new rules impact agreements for most nonprofits who are resource recipients for annual reporting periods starting after December 15, 2018. For organizations who are resource providers the new rules apply one year later. Early adoption is permitted.