FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2005 AND 2004 INDEPENDENT AUDITORS' REPORTS ADDITIONAL REPORTS AND SUPPLEMENTARY INFORMATION

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1 FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2005 AND 2004 INDEPENDENT AUDITORS' REPORTS ADDITIONAL REPORTS AND SUPPLEMENTARY INFORMATION

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3 TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT 1-2 FINANCIAL STATEMENTS: Statements of Financial Position 3 Statements of Activities 4-5 Statements of Cash Flows 6 Notes to Financial Statements 7-20 REPORT ON COMPLIANCE AND ON INTERNAL CONTROL OVER FINANCIAL REPORTING BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS REPORT ON COMPLIANCE WITH REQUIREMENTS APPLICABLE TO EACH MAJOR FEDERAL PROGRAM AND STATE PROJECT AND ON INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE WITH OMB CIRCULAR A-133 AND CHAPTER SUPPLEMENTARY INFORMATION: Schedule of Expenditures of Federal Awards and State Projects 25 Notes to Schedule of Expenditures of Federal Awards and State Projects Schedule of Findings and Questioned Costs Summary Schedule of Prior Audit Findings 32 Corrective Action Plan 34 Management Letter Related to State Projects 35

4 TAYLOR & WAINIO, P.A. CERTIFIED PUBLIC ACCOUNTANTS DAIL A. TAYLOR, CPA 120 STATE ROAD 312 WEST TELEPHONE (904) FREDRICK J. WAINIO, JR., CPA SUITE ONE FACSIMILE (904) TODD D. NEVILLE, CPA SAINT AUGUSTINE, FLORIDA WEBSITE INDEPENDENT AUDITORS' REPORT To the Audit Committee of the Board of Trustees Flagler College, Inc. St. Augustine, Florida We have audited the accompanying statements of financial position of Flagler College, Inc. (the "College" a nonprofit organization) as of June 30, 2005 and 2004, and the related statements of activities and cash flows for the years then ended. These financial statements are the responsibility of the College's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the College as of June 30, 2005 and 2004, and the changes in its net assets and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards, we have also issued our report dated October 17, 2005 on our consideration of the College'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 the 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 should be considered in assessing the results of our audit. MEMBERS AMERICAN AND FLORIDA INSTITUTES OF CERTIFIED PUBLIC ACCOUNTANTS MEMBER OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PRIVATE COMPANIES PRACTICE SECTION 1

5 To the Board of Trustees Flagler College, Inc. Page 2 Our audits were performed for the purpose of forming an opinion on the basic financial statements of the College taken as a whole. The accompanying schedule of expenditures of federal awards and state projects is presented for purposes of additional analysis as required by U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, and Chapter , Rules of the Auditor General, and is not a required part of the basic financial statements. This schedule is the responsibility of the College's management. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. St. Augustine, Florida October 17, 2005

6 STATEMENTS OF FINANCIAL POSITION JUNE 30, 2005 AND 2004 ASSETS Cash and cash equivalents (Notes 2 and 17) $ 10,021,304 $ 17,012,932 Long-term investments (Note 4) 36,016,559 26,319,795 Accounts receivable 229, ,667 Accrued interest receivable 133,318 38,416 Unconditional promises to give (Note 3) 710, ,266 Inventories 117, ,409 Prepaid expenses and other assets 352, ,599 Loans to students (net of allowance of $79,800 and $79,800) 278, ,059 Other loans and advances 523, ,395 Non-marketable securities (Note 5) 8,006,922 5,006,922 Beneficial interest in perpetual trust (Note 6) 5,217,302 5,328,132 Land, buildings and equipment - net (Notes 7, 8, and 9) 48,114,796 46,304,210 Total Assets $ 109,722,342 $ 102,453,802 LIABILITIES AND NET ASSETS Accounts payable and accrued liabilities $ 1,368,656 $ 1,851,688 Student deposits and prepayments 1,012,050 1,034,780 Deferred revenue 92,750 86,291 Amounts held on behalf of others 86,123 63,714 U.S. government loan funds refundable 342, ,526 Bonds payable (Note 10) 5,400,000 5,500,000 Total Liabilities 8,302,531 8,884,999 Net Assets: Unrestricted (Notes 11 and 12) 88,179,051 81,264,381 Temporarily restricted (Notes 11 and 12) 3,258,899 2,743,108 Permanently restricted (Notes 11 and 12) 9,981,861 9,561,314 Total Net Assets 101,419,811 93,568,803 Total Liabilities and Net Assets $ 109,722,342 $ 102,453,802 See notes to the financial statements. 3

7 STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED JUNE 30, 2005 AND 2004 UN- TEMPORARILY PERMANENTLY TOTAL RESTRICTED RESTRICTED RESTRICTED 2005 REVENUES, GAINS AND RECLASSIFICATIONS: Tuition and fees $ 19,226,513 $ - $ - $ 19,226,513 Government grants and contracts: Federal student financial assistance (Note 13) - 1,552,510-1,552,510 State student financial assistance (Note 13) - 6,426,561-6,426,561 Other federal and state grants - 30,000-30,000 Private gifts and grants 286, , ,583 1,339,937 Investment income on endowments 691, ,417 Other investment income 417, ,583 12, ,221 Net realized gains (losses) on endowments 338, , ,584 Net unrealized gains (losses) on endowments 259,678 - (32,124) 227,554 Sales and services of auxiliary enterprises 4,451, ,451,562 Other sources 297, ,117 Change in the value of non-marketable securities (Note 5) 3,000, ,000,000 Total revenues and gains 28,968,959 8,918, ,547 38,305,976 Net assets released from restrictions (Note 14) 8,435,340 (8,435,340) - - Total Revenues, Gains and Reclassifications 37,404, , ,547 38,305,976 EXPENSES: Educational program services: Instruction 6,910, ,910,080 Student services 2,855, ,855,600 Auxiliary enterprises 4,153, ,153,871 8,703, ,703,259 Supporting services: Academic support 2,261, ,261,941 Institutional support 5,570, ,570,217 Total expenses 30,454, ,454,968 INCREASE IN NET ASSETS PRIOR TO TRANSFERS 6,949, , ,547 7,851,008 Transfers for federal matching requirements (25,036) 25, Transfers for match gifts (9,625) 9, Transfer to endowed scholarships - (2,000) 2,000 - INCREASE IN NET ASSETS 6,914, , ,547 7,851,008 NET ASSETS - BEGINNING OF YEAR 81,264,381 2,743,108 9,561,314 93,568,803 NET ASSETS - END OF YEAR $ 88,179,051 $ 3,258,899 $ 9,981,861 $ 101,419,811 See notes to the financial statements. 4

8 STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED JUNE 30, 2005 AND 2004 UN- TEMPORARILY PERMANENTLY TOTAL RESTRICTED RESTRICTED RESTRICTED 2004 REVENUES, GAINS AND RECLASSIFICATIONS: Tuition and fees $ 17,431,805 $ - $ - $ 17,431,805 Government grants and contracts: Federal student financial assistance (Note 13) - 1,501,419-1,501,419 State student financial assistance (Note 13) - 5,859,125-5,859,125 Other federal and state grants - 55,550-55,550 Private gifts and grants 218,798 1,526, ,922 2,088,752 Investment income on endowments 582, ,960 Other investment income 112,829 73, ,782 Net realized gains (losses) on endowments 1,098, ,808 1,680,905 Net unrealized gains (losses) on endowments (34,757) - 23,122 (11,635) Sales and services of auxiliary enterprises 3,791, ,791,624 Other sources 200, ,310 Total revenues and gains 23,401,666 9,016, ,852 33,367,597 Net assets released from restrictions (Note 14) 7,707,099 (7,707,099) - - Total Revenues, Gains and Reclassifications 31,108,765 1,308, ,852 33,367,597 EXPENSES: Educational program services: Instruction 6,627, ,627,913 Student services 2,555, ,555,895 Auxiliary enterprises 3,420, ,420,854 8,033, ,033,522 Supporting services: Academic support 2,308, ,308,592 Institutional support 4,921, ,921,372 Total expenses 27,868, ,868,148 INCREASE IN NET ASSETS PRIOR TO TRANSFERS 3,240,617 1,308, ,852 5,499,449 Transfers for federal matching requirements (27,224) 27, Transfers to endowed scholarships (4,325) - 4,325 - INCREASE IN NET ASSETS 3,209,068 1,336, ,177 5,499,449 NET ASSETS - BEGINNING OF YEAR 78,055,313 1,406,904 8,607,137 88,069,354 NET ASSETS - END OF YEAR $ 81,264,381 $ 2,743,108 $ 9,561,314 $ 93,568,803 See notes to the financial statements. 5

9 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2005 AND CASH FLOWS FROM OPERATING ACTIVITIES Student tuition and auxiliary fees $ 22,912,723 $ 20,998,759 Government appropriations 7,995,728 7,337,633 Interest and dividends received 1,133, ,809 Contributions received 1,171,158 1,115,220 Other receipts 296, ,394 Salaries and wages paid to faculty and staff (11,599,867) (10,700,475) Payments to vendors for goods and services (8,604,639) (6,422,987) Disbursements to students for financial aid (8,055,498) (7,516,357) Net Cash Provided by Operating Activities 5,250,095 5,778,996 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales and maturities of investments 44,679,041 24,749,114 Purchase of investments (53,396,885) (29,338,342) Purchases of land, buildings and equipment (3,717,114) (6,730,095) Loan advances to students and others (354,683) (698,094) Repayments of loans from students and faculty 85, ,103 Proceeds from sale of land - 9,930 Repayments of other loans 408,971 92,676 Net Cash (Used) by Investing Activities (12,295,189) (11,799,708) CASH FLOWS FROM FINANCING ACTIVITIES Contributions received designated for long-term investment 251, ,947 Receipts from related organization - 2,107 Proceeds of long-term debt - 5,500,000 Receipts held for others 22,409 (37,963) Funds paid on long-term debt (220,526) - Net Cash Provided by Financing Activities 53,466 5,883,091 Net Increase (Decrease) in Cash and Cash Equivalents (6,991,628) (137,621) Cash and Cash Equivalents at Beginning of Year 17,012,932 17,150,553 Cash and Cash Equivalents at End of Year $ 10,021,304 $ 17,012,932 RECONCILIATION OF CHANGE IN NET ASSETS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Change in net assets $ 7,851,008 $ 5,499,449 Depreciation 1,906,528 1,721,818 Net realized and unrealized losses on endowments (753,138) (1,596,262) (Increase) in value of non-marketable securities (3,000,000) - Decrease in accounts receivable 25, ,855 (Increase) decrease in accrued interest (94,902) 25,241 Decrease (increase) in inventories 7,227 (13,918) (Increase) in prepaid expenses (18,491) (74,347) Decrease (increase) in unconditional promises to give 76,842 (734,747) Decrease (increase) in accounts payable and accrued liabilities (483,032) 1,224,688 Decrease (increase) in student deposits and prepayments (22,730) 98,946 Increase in deferred revenue 6,459 - Contributions restricted for long-term investment (251,583) (418,947) Net Cash Provided by Operating Activities $ 5,250,095 $ 5,954,776 See notes to the financial statements. 6

10 NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Activities Flagler College, Inc. (the "College") is a not-for-profit co-educational college located in St. Augustine, Florida with a branch campus in Tallahassee, Florida. The College has an enrollment of approximately 2,000 students, primarily from throughout the state. The College is supported primarily by tuition, contributions from alumni and benefactors, and earnings on endowments. Basis of Accounting The financial statements have been presented on the accrual basis of accounting and accordingly reflect all significant receivables, payables, and other liabilities. Basis of Presentation Financial statement presentation follows the recommendations of the Financial Accounting Standards Board in its Statement of Financial Accounting Standards (SFAS) No. 117, Financial Statements of Not-for-Profit Organizations. Under those provisions, net assets and revenues, gains, and losses are classified based on the existence or absence of donor-imposed restrictions as follows: Unrestricted net assets -- Net assets that are not subject to donor-imposed stipulations. Temporarily restricted net assets -- Net assets subject to donor-imposed stipulations that can be fulfilled by actions of the College pursuant to those stipulations or that expire by the passage of time. Permanently restricted net assets -- Net assets subject to donor-imposed stipulations that require the funds be maintained permanently by the College. Generally, the donors of such assets permit the College to use all or part of the income earned on the assets. Cash and Cash Equivalents For purposes of the Statements of Financial Position and the Statements of Cash Flows, cash equivalents include certificates of deposit, money market accounts, temporary cash investments and funds identified by the investment managers as cash equivalents. 7

11 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts Receivable Allowance Prior to year-end, the College writes off all student accounts receivable balances deemed to be uncollectible. If a portion of the remaining student accounts receivable balances are considered questionable regarding full collection, the College will provide an allowance for doubtful accounts for those questionable accounts. Investments The College carries investments in marketable securities with readily determinable fair values and all investments in debt securities at their fair values in the Statements of Financial Position. The change in unrealized gains and losses are included in the change in net assets in the accompanying Statements of Activities. The College carries real estate investments and equity securities without readily determinable fair values at the fair market value as of the date the investments were donated to the College. The College obtains appraisals for purposes of determining updated fair market values for real estate investments in instances where there is an indication of a significant change in fair market value. Land, Buildings and Equipment Land, buildings and equipment are carried at cost or, if donated, at the approximate fair value at the date of donation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets (three to fifty years). The College uses estimated salvage values ranging from five to ten percent of original cost, except for computer equipment and library books, which are assigned no salvage values. All acquisitions of property and equipment in excess of $3,000 and all expenditures for renewals and improvements that materially prolong the useful lives of assets are capitalized. Donated Property and Equipment Donations of property and equipment are recorded as contributions at their estimated fair value at the date of donation. Such donations are reported as an increase in unrestricted net assets unless the donor has restricted the donated asset for a specific purpose. Assets donated with specific restrictions, regarding their use, are reported as restricted contributions. Unless stipulated by the donor, the College reports expirations of donor restrictions when the donated or acquired assets are placed in service. The College reclassifies temporarily restricted net assets to unrestricted net assets at that time. 8

12 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Works of Art, Historical Treasures and Similar Assets The College capitalizes works of art, historical treasures and similar assets, whether held as part of a collection (for education, research or public exhibition rather than for sale), for sale, or other purpose. Accessions are capitalized at cost if purchased and at appraised or fair value at date of accession if received by donation. Gains and losses on deaccessions of donated collections are recorded based on the presence or absence of donor restrictions placed on items at the date of donation. See Note 9 for additional disclosures. Restricted and Unrestricted Revenue and Support Contributions received are recorded as increases in unrestricted, temporarily restricted, or permanently restricted net assets, depending on the existence and/or nature of any donor restrictions. Expenses are recorded as decreases in unrestricted net assets. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the Statements of Activities as net assets released from restrictions. Donated Services Many alumni and other individuals volunteer their time and perform a variety of tasks that assist the College with programs, fundraising efforts, and various committee assignments. These services do not meet the criteria for recognition as a contribution and therefore are not reflected in the accompanying financial statements. Contributions The College accounts for contributions in accordance with the recommendations of the FASB in SFAS No. 116, Accounting for Contributions Received and Contributions Made. Contributions, including unconditional promises to give, are recognized as revenues in the period received and as assets, decreases of liabilities, or expenses depending on the form of the benefits received. Conditional promises to give are not recognized until they become unconditional, that is, when the conditions on which they depend are substantially met. Contributions of assets other than cash are recorded at their estimated fair value. Contributions to be received after one year are discounted at an appropriate discount rate commensurate with the risks involved. Amortization of discounts is recorded as additional contribution revenue in accordance with donor-imposed restrictions, if any, on the contributions. An allowance for uncollectible contributions receivable would be provided, if necessary, based upon management's judgment, including such factors as prior collection history, type of contribution and nature of fund-raising activity. 9

13 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Investment Income and Gains Income and gains on investments of endowment and similar funds are reported as follows: increases in permanently restricted net assets if the terms of the gift require that they be added to the principal of a permanent endowment fund; increases in temporarily restricted net assets if the terms of the gift impose restrictions on the use of the income; or increases in unrestricted net assets in all other cases. Expense Allocation The costs of providing various programs and other activities have been summarized on a functional basis in the Statements of Activities. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses. Actual results could differ from those estimates. Reclassifications Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current-year financial statements. Income Tax Status The College is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. In addition, the College qualifies for the charitable contribution deduction under Section 170(b)(1)(A) and has been classified as an organization other than a private foundation under Section 509(a)(2). 10

14 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONCLUDED) Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, accrued interest receivable and unconditional promises to give, that are to be received in less than one year, approximate fair value because of the short maturity of those financial instruments. The fair value of unconditional promises to give to be received in more than one year is estimated based on future cash flows as calculated using appropriate discounts. The carrying amounts, which are fair value, of long-term investments and beneficial interests in perpetual trusts are based on values provided by external investment managers, quoted market values or actuarial valuation. Historical cost is used as an estimate of market value when such values are not available. A reasonable estimate of the fair value of the loans to students under government loan programs and U.S. government loan funds refundable could not be made because the notes receivable are not salable. These loans can only be assigned to the U.S. government or its designees; the fair value of notes receivable from students under College loan programs approximates carrying value. 2. CERTIFICATES OF DEPOSIT As of June 30, 2005 and 2004, certificates of deposit totaling $1,045,349 and $1,910,005, respectively, are included in cash in the accompanying financial statements. The certificates bear interest ranging from 0.90% to 2.25% and 0.90% to 2.00% at June 30, 2005 and 2004, respectively, and have maturities ranging from six to 25 months, with penalties for early withdrawal. Any penalties for early withdrawal would not have a material effect on the financial statements. 3. PROMISES TO GIVE Unconditional Promises Unconditional promises to give consisted of the following as of June 30: Mrs. James L. Wiley $ 467,824 $ 711,252 Batson-Cook Company 55,404 74,878 Morris Communications 187,196 - Other contributions receivable - 1,136 Total $ 710,424 $ 787,266 11

15 3. PROMISE TO GIVE (CONCLUDED) NOTES TO FINANCIAL STATEMENTS (CONTINUED) Mrs. James L. Wiley promised $1,000,000 to the College for the construction of a Student Center. The gift will be paid to the College in four equal payments of $250,000. The Batson-Cook Company promised $100,000 to be used at the College's discretion. The gift will be paid in five equal payments of $20,000. The Morris Communications Company promised $250,000 for renovation of the Art Building. The gift will be paid in five equal payments. The College recorded these unconditional promises at present value calculated with an interest rate of 2.70%. An unamortized discount of $49,576 existed at June 30, Future expected receipts from unconditional promises to give are as follows for the years ended June 30: 4. LONG-TERM INVESTMENTS 2006 $ 304, , , ,946 $ 710,424 The College is the beneficiary of an endowment created by donors (Flagler College Endowment Fund), the assets of which are not in possession of the College. The College has legally enforceable rights and claims to all such assets, including the sole right to income therefrom. Net realized and unrealized gains (losses) related to the endowment are reported as changes in unrestricted net assets. Investments are recorded at fair value and consist of the following at June 30: Market Market Cost Value Cost Value Marketable common stock $ 15,019,124 $ 15,737,557 $ 13,246,007 $ 14,400,056 U.S. government and agency securities 947, ,196 2,994,158 2,973,198 Marketable debt securities 12,952,416 13,268,790 5,736,486 5,667,251 Mutual funds 2,885,685 5,344,332 2,631,635 2,668,594 Other investments 569, , , ,696 Marketable trusts 95, , Total $ 32,470,295 $ 36,016,559 $ 25,218,982 $ 26,319,795 The above long-term investments consist primarily of funds held in the Flagler College Endowment Fund, other scholarship funds and various other operating funds. As of June 30, 2005 and 2004, these long-term investment accounts had interest bearing cash and cash equivalents accounts totaling $2,683,878 and $2,608,883, respectively, that are classified as cash and cash equivalents on the Statements of Financial Position. 12

16 5. NON-MARKETABLE SECURITIES NOTES TO FINANCIAL STATEMENTS (CONTINUED) In prior years, the Endowment Fund received gifts of Stocking Island Limited Common Stock ("Stocking Island") to further the purpose of the Endowment Fund. The stock held is a non-marketable security and represents a hundred percent (100%) interest in a corporation holding real estate in the Bahamas. Stocking Island received a good-faith offer from a third party in November 2004 for a lump sum purchase of $8,000,000 for all the parcels held. The College marked the value of its Stocking Island common stock to $8,000,000 during the year ended June 30, 2005 based on this offer. This transaction resulted in an unrealized gain of $3,000,000 related to Stocking Island on the College's Statement of Activities for the year ended June 30, The College carried its interest on the Statement of Financial Position in Stocking Island at an estimated market value of $5,000,000 at June 30, Non-marketable securities consist of the following as of June 30: Stocking Island Limited Common Stock (see Note 4) $ 8,000,000 $ 5,000,000 Other non-marketable securities 6,922 6,922 Total $ 8,006,922 $ 5,006, BENEFICIAL INTEREST IN PERPETUAL TRUST The College is the beneficiary of a trust created by a donor; the assets of which are not in the possession of the College (Jessie Kenan Wise Foundation). The College has legally enforceable rights and claims to such assets, including the sole right to income therefrom. Net realized and unrealized gains (losses) related to the beneficial interest are reported as changes in permanently restricted net assets based on donor stipulations. The historical cost and fair value of the beneficial interest at June 30, 2005 and 2004 were as follows: Market Market Cost Value Cost Value U.S. government and agency obligations $ 1,388,996 $ 1,395,000 $ 570,509 $ 568,240 Marketable debt securities 259, ,695 1,240,063 1,226,368 Marketable common stock 2,474,701 2,635,640 2,977,945 3,272,135 Mutual funds 854, , , ,389 Total $ 4,977,017 $ 5,217,302 $ 5,046,919 $ 5,328,132 As of June 30, 2005 and 2004, the Jessie Kenan Wise Foundation had interest bearing cash and cash equivalents accounts totaling $281,247 and $94,164, respectively, that are classified as cash and cash equivalents on the Statements of Financial Position. 13

17 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 7. LAND, BUILDINGS AND EQUIPMENT- NET Land, buildings and equipment consisted of the following at June 30: Land $ 5,244,410 $ 5,244,410 Buildings and improvements 51,182,023 45,225,161 Furnishings and equipment 6,611,644 5,731,268 Library books 3,227,514 3,085,311 Art collection (see Note 9) 122, ,659 66,388,250 59,408,809 Less: Accumulated depreciation (19,072,818) (17,219,588) 47,315,432 42,189,221 Construction in progress (See Note 8) 799,364 4,114,989 Land, buildings and equipment- net $ 48,114,796 $ 46,304,210 Depreciation expense for the years ended June 30, 2005 and 2004 totaled $1,905,378 and $1,828,279, respectively. Idle land and buildings (those not currently in use by the College) included above totaled $950,261 at June 30, 2005 and CONSTRUCTION IN PROGRESS At June 30, 2005 and 2004, construction in progress consisted of the following projects: Student Center $ 269,207 $ - Gym renovations 230,379 - Cedar Street dorm - 3,947,831 Ponce Hall renovations 120,094-9 Carrera 24,435 - Kenan Hall air conditioning - 128,000 Lewis House improvements 29,565 - Kenan Hall renovations 94,821 - Other 30,863 39,158 Total $ 799,364 $ 4,114,989 14

18 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 9. ART COLLECTION The College owns a substantial collection of paintings, sculptures and other works of art. Most of the collection was located in the original hotel building at the date of purchase. No value was assigned to the art collection at the date of sale, and accordingly, no value is recorded on the financial statements for the original collection. The amount shown on the financial statements represents the value assigned to works of art donated to Flagler College since its inception. No appraisal of the art collection has been performed since before LONG-TERM DEBT On December 1, 2003, St. Johns County issued $5,500,000 of St. Johns County Educational Facilities Revenue Bonds - Flagler College Cedar Street Dormitory Project (the "Bonds"). The proceeds from the sale of the 2003 Bonds were used and will be used for the purpose of construction of the College's Cedar Street Dorm and other College capital projects. The Bonds will mature December 1, 2033 with interest at seven-day period variable rates averaging 2.29% and 1.06% at June 30, 2005 and 2004, respectively. The Bonds are secured by a $5,500,000 variable rate, line-of-credit which expires on December 15, No outstanding balance existed on this line-of-credit at June 30, 2005 or 2004, respectively. The line-of-credit contains various covenants of which the College must comply. Additionally, the line-of-credit is collateralized by all past, present and future revenues of the College and its subsidiaries. Principal repayments on long-term debt during the next five years are as follows: 2006 $ 110, , , , ,000 Thereafter 4,805,000 $ 5,400,000 Included in construction-in-progress at June 30, 2004 is $22,715 of capitalized interest related to the Bonds. This interest is included in the capitalized value of the building at June 30, Interest expense for the year ended June 30, 2005 was $100,619 and total debt service expense for the year ended June 30, 2005 was $232,050. This includes the first principal payment of $100,000 paid by the College in December See Note 21 regarding and additional principal payment made subsequent to the date of the financial statements. 15

19 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 11. NET ASSETS Individual fund balances have been classified for financial statement presentation as follows: June 30, 2005 NET ASSET CLASS Temporarily Permanently Fund Group Unrestricted Restricted Restricted Total Current unrestricted funds $ 20,229,356 $ - $ - $ 20,229,356 Current restricted funds - 3,258,899 4,395,022 7,653,921 Endowment and similar funds 27,089,627-5,515,634 32,605,261 Net investment in plant 40,860, ,860,068 Unexpended plant funds ,205 71,205 Net assets as classified on the statement of financial position $ 88,179,051 $ 3,258,899 $ 9,981,861 $101,419,811 June 30, 2004 NET ASSET CLASS Temporarily Permanently Fund Group Unrestricted Restricted Restricted Total Current unrestricted funds $ 15,670,051 $ - $ - $ 15,670,051 Current restricted funds - 2,743,108 4,066,921 6,810,029 Endowment and similar funds 24,049,703-5,417,366 29,467,069 Net investment in plant 41,544, ,544,627 Unexpended plant funds ,027 77,027 Net assets as classified on the statement of financial position $ 81,264,381 $ 2,743,108 $ 9,561,314 $ 93,568, RESTRICTIONS AND LIMITATIONS ON NET ASSETS The College's Board of Trustees has chosen to place the following limitations on unrestricted net assets: Designated for endowment purposes $ 27,089,627 $ 24,049,703 Designated unrestricted net assets 27,089,627 24,049,703 Investment in plant 40,860,068 41,544,627 Undesignated net assets 20,229,356 15,670,051 Total unrestricted net assets $ 88,179,051 $ 81,264,381 16

20 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 12. RESTRICTIONS AND LIMITATIONS ON NET ASSETS (CONCLUDED) Temporarily restricted net assets are available for the following purposes: Instruction and divisional support $ 3,258,899 $ 2,743,108 Total temporarily restricted net assets $ 3,258,899 $ 2,743,108 Permanently restricted net assets consist of endowment funds to be held indefinitely. Such funds have been designated by donors for the following purposes: Endowment funds $ 4,395,022 $ 4,066,921 Student scholarship funds 5,515,634 5,417,366 Student loan funds 71,205 77,027 Total permanently restricted net assets $ 9,981,861 $ 9,561, GOVERNMENT STUDENT FINANCIAL ASSISTANCE The College participates in federal and state student financial assistance programs and therefore receives and awards to students federal and state monies designated for student financial assistance. Federal awards to students (excluding student loans) totaled $1,552,510 and $1,501,419 for the years ended June 30, 2005 and 2004, respectively. State awards to students totaled $6,426,561 and $5,859,125 for the years ended June 30, 2005 and 2004, respectively. 14. NET ASSETS RELEASED FROM RESTRICTIONS The sources of net assets released from temporary donor restrictions by incurring expenses satisfying the restricted purposes or by occurrence of events specified by the donors were as follows: Student financial assistance $ 7,897,973 $ 7,268,467 Student work study wages 81, ,188 Other transactions 455, ,444 Total $ 8,435,340 $ 7,707,099 17

21 NOTES TO FINANCIAL STATEMENTS (CONTINUED) 15. RELATED PARTIES St. Augustine Foundation The College has an interlocking directorate with the St. Augustine Foundation, a non-profit organization that leases property within the St. Augustine historical district. The College provided office space and clerical services to the Foundation, and is reimbursed for out-ofpocket costs. Subsequent to the date of the financial statements, July 2005, the Foundation discontinued using the College's office space and clerical services. The Foundation operates as an entity separate from the College, and reports separately to the Internal Revenue Service. The assets, liabilities and operations of the St. Augustine Foundation are not included in these financial statements. At June 30, 2005 and 2004, the College had advanced the Foundation $3,025 and $79,180, respectively, to cover expenses. President Dr. William T. Abare, Jr. The College entered into an agreement with Dr. William T. Abare, Jr., President of the College (the "President"), to finance the President's home. This agreement provides for two loans to the President from the College. The College provided the President with a $100,000 short-term loan to pay for items related to the purchase of the home. The short-term loan was due upon the sale of his prior residence, and interest was due on the loan starting January 2005 until repayment. The short-term loan was repaid in April 2005, and interest on this loan of $675 was paid from January to April The second loan from the College is a long-term loan of $381,650 to be paid back over 15 years at an interest rate of 2.70%. The President will pay this loan back in monthly payments of $2,581. The balance of the loan was $360,726 and $381,650 at June 30, 2005 and 2004, respectively. Future annual minimum loan payments to the College are as follows for the years ended June 30: 2006 $ 20, , , , ,944 Thereafter 248,972 $ 360,726 The agreement also provides a housing allowance for the President upon retirement. The College accrues an additional year of allowance for each year the President serves the College. At June 30, 2005 and 2004, the College had four years of allowance accrued in the amount of $144,952 and $115,827, respectively. 18

22 15. RELATED PARTIES (CONCLUDED) Communities in Schools NOTES TO FINANCIAL STATEMENTS (CONTINUED) Communities in Schools of St. Johns County ("CIS") is a non-profit organization with the following mission statement: "To champion the connection of needed community resources with schools to help young people successfully learn, stay in school and prepare for life." CIS operates as a separate entity from the College, and reports separately to the Internal Revenue Service. Two of the board members of CIS are employees of the College, Dr. William Proctor (Chancellor) and Mary Jane Dillon (Assistant to the President). The College provides office space, telephone services, and instruction services to CIS on a continuing basis, and during the summer provides facilities and resources for a college experience camp for eighth graders. Cumulative expenses for CIS totaling $6,167 are included in Institutional Support expenses for the year ended June 30, The College received a State of Florida College Reach Out Program Grant during the year ended June 30, 2005, in the amount of $30,000. The College applied for the grant on behalf of CIS and was fully paid to CIS for use in its approved programs. The College will be responsible for reporting on the expenditures of this grant by October 31, RETIREMENT PLAN The College participates in a retirement plan through TIAA-CREF. All College employees are eligible to participate. The plan is not administered by the College, except for monthly reports and payment of contributions. Employees pay five percent (5%) of their salary, and the College matches their contribution with between five and ten percent (5% and 10%) of the employees' salary based on length of employment. Contributions are paid monthly. For the years ended June 30, 2005 and 2004, the contributions to this plan made by the College were $380,894 and $521,119, respectively. 17. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK The College has concentrated its credit risk for cash by maintaining deposits in the banks located within the same geographic region. The maximum loss that would have resulted from that risk totaled $8,607,370 and $13,922,953 at June 30, 2005 and 2004, respectively, for the excess of the deposit liabilities reported by the banks over the amounts that would have been covered by federal insurance. 18. CONTINGENCIES State and federally funded financial aid programs are subject to special audits. Such audits could result in claims against the resources of the College for disallowed costs or noncompliance with grantor restrictions. No provision has been made for any liabilities that may arise from such audits since the amounts, if any, cannot be determined at this date. 19

23 NOTES TO FINANCIAL STATEMENTS (CONCLUDED) 19. INSTITUTIONAL ADVANCEMENT EXPENSES The College incurred expenses amounting to $732,311 and $708,533 related to development and fundraising for the years ended June 30, 2005 and 2004, respectively. Such amounts are included in institutional support expenses in the accompanying Statements of Activities. The ratio of fundraising expenses to funds raised is 63.5% and 33.9% for the years ended June 30, 2005 and 2004, respectively. The ratio is determined by dividing development and fundraising expenses by the total of private gift and grant revenue for the fiscal year. 20. DESCRIPTION OF PROGRAM AND SUPPORTING SERVICES Instruction - Includes expenditures for all activities that are part of the College's instruction program. Academic Support - Includes expenditures to provide support services for the College's primary missions of instruction, research, and public service. Includes (a) the retention, preservation, and display of educational materials, (b) media, such as audiovisual services and technology support, (c) academic administration and personnel providing administrative support and management direction related to the College's missions. Student Services - Includes expenditures for offices of admissions, registrar and financial aid. Also includes expenditures related to activities whose primary purpose is to contribute to a student's emotional and physical well being and to his intellectual, cultural, and social development outside the context of formal instructional programs. Institutional Support - Includes expenditures for central executive and management activities, fiscal operations, personnel, development and fundraising, safety and security, and support services. Auxiliary Services - Includes expenditures for such auxiliary enterprises as residence halls and food services. Scholarships - Includes expenditures for funded scholarships. 21. SUBSEQUENT EVENTS In July 2005, the College made an additional principal payment of $300,000 on long-term debt, reducing the amount of outstanding long-term debt to $5,100,000. The College is working with attorneys to finalize the sale of a portion of the property on Stocking Island in the Bahamas. 20

24 TAYLOR & WAINIO, P.A. CERTIFIED PUBLIC ACCOUNTANTS DAIL A. TAYLOR, CPA 120 STATE ROAD 312 WEST TELEPHONE (904) FREDRICK J. WAINIO, JR., CPA SUITE ONE FACSIMILE (904) TODD D. NEVILLE, CPA SAINT AUGUSTINE, FLORIDA WEBSITE REPORT ON COMPLIANCE AND ON INTERNAL CONTROL OVER FINANCIAL REPORTING BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Audit Committee of the Board of Trustees Flagler College, Inc. St. Augustine, Florida We have audited the financial statements of Flagler College, Inc. (the "College") as of and for the year ended June 30, 2005, and have issued our report thereon dated October 17, We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Compliance and Other Matters As part of obtaining reasonable assurance about whether the College's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance and other matters that are required to be reported under Government Auditing Standards. 21 MEMBERS AMERICAN AND FLORIDA INSTITUTES OF CERTIFIED PUBLIC ACCOUNTANTS MEMBER OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PRIVATE COMPANIES PRACTICE SECTION 21

25 To the Audit Committee of the Board of Trustees Flagler College, Inc. Page Two Internal Control over Financial Reporting In planning and performing our audit, we considered the College's internal control over financial reporting in order to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and not to provide an opinion on the internal control over financial reporting. Our consideration of the internal control over financial reporting would not necessarily disclose all matters in the internal control that might be material weaknesses. A material weakness is a reportable condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. We noted no matters involving the internal control over financial reporting and its operation that we consider to be material weaknesses. However, we noted other matters involving the internal control over financial reporting, which we have reported to management of the College in a separate letter dated October 17, This report is intended solely for the information and use of the audit committee, management and federal and state awarding agencies and is not intended to be and should not be used by anyone other than these specified parties. St. Augustine, Florida October 17,

26 TAYLOR & WAINIO, P.A. CERTIFIED PUBLIC ACCOUNTANTS DAIL A. TAYLOR, CPA 120 STATE ROAD 312 WEST TELEPHONE (904) FREDRICK J. WAINIO, JR., CPA SUITE ONE FACSIMILE (904) TODD D. NEVILLE, CPA SAINT AUGUSTINE, FLORIDA WEBSITE REPORT ON COMPLIANCE WITH REQUIREMENTS APPLICABLE TO EACH MAJOR FEDERAL PROGRAM AND STATE PROJECT AND ON INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE WITH OMB CIRCULAR A-133 AND CHAPTER To the Audit Committee of the Board of Trustees Flagler College, Inc. St. Augustine, Florida Compliance We have audited the compliance of Flagler College, Inc. (the "College") with the types of compliance requirements described in the U.S. Office of Management and Budget (OMB) Circular A-133 Compliance Supplement, and the requirements described in the Executive Office of the Governor's State Projects Compliance Supplement, that are applicable to each of its major federal programs and state projects for the year ended June 30, The College's major federal programs and state projects are identified in the summary of auditors' results section of the accompanying Schedule of Findings and Questioned Costs. Compliance with the requirements of laws, regulations, contracts, and grants applicable to each of its major federal programs and state projects is the responsibility of the College's management. Our responsibility is to express an opinion on the College's compliance based on our audit. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations; and Chapter , Rules of the Auditor General. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether non-compliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program or state project occurred. An audit includes examining, on a test basis, evidence about the College's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Our audit does not provide a legal determination of the College's compliance with those requirements. As described in items 05-1 through 05-2 in the accompanying schedule of findings and questioned costs, the College did not comply with requirements regarding the timely return of funds and an award limit that are applicable to its Federal and State Student Financial Assistance Program clusters. Compliance with such requirements is necessary, in our opinion, for the College to comply with requirements applicable to those program clusters. 23 MEMBERS AMERICAN AND FLORIDA INSTITUTES OF CERTIFIED PUBLIC ACCOUNTANTS MEMBER OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PRIVATE COMPANIES PRACTICE SECTION 23

27 To the Audit Committee of the Board of Trustees Flagler College, Inc. Page Two In our opinion, except for the noncompliance described in the preceding paragraph, the College complied, in all material respects, with the requirements referred to above that are applicable to each of its major federal programs and state projects for the year ended June 30, Internal Control over Compliance The management of the College is responsible for establishing and maintaining effective internal control over compliance with requirements of laws, regulations, contracts, and grants applicable to federal programs or state projects. In planning and performing our audit, we considered the College's internal control over compliance with requirements that could have a direct and material effect on a major federal program or state project in order to determine our auditing procedures for the purpose of expressing our opinion on compliance and to test and report on the internal control over compliance in accordance with OMB Circular A-133 and Chapter , Rules of the Auditor General. Our consideration of the internal control over compliance would not necessarily disclose all matters in the internal control that might be material weaknesses. A material weakness is a reportable condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that noncompliance with applicable requirements of laws, regulations, contracts, and grants caused by error or fraud that would be material in relation to a major federal program or state project being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. We noted no matters involving the internal control over compliance and its operation that we consider to be material weaknesses. This report is intended solely for the information and use of the audit committee, management and specific legislative or regulatory bodies and is not intended to be and should not be used by anyone other than these specified parties. St. Augustine, Florida October 17,

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