FOOD & FRIENDS, INC. FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

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1 FINANCIAL STATEMENTS

2 TABLE OF CONTENTS Pages Independent Auditors Report Financial Statements Statement of Financial Position... 5 Statement of Activities... 6 Statement of Functional Expenses... 7 Statement of Cash Flows... 8 Notes to Financial Statements Supplementary Information Schedule of Expenditures of Federal Awards Notes to Schedule of Expenditures of Federal Awards Independent Auditors Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Independent Auditors Report on Compliance for Each Major Program and on Internal Control over Compliance Required by the Uniform Guidance Schedule of Findings and Questioned Costs

3 7910 WOODMONT AVENUE SUITE 500 BETHESDA, MD (T) (F) L STREET, NW SUITE 750 WASHINGTON, DC (T) (F) To the Board of Directors Food & Friends, Inc. Washington, D.C. Independent Auditors Report Report on the Financial Statements We have audited the accompanying financial statements of Food & Friends, Inc. (the Organization), a nonprofit organization, which comprise the statement of financial position as of September 30, 2017, and the related statements of activities, functional expenses, and cash flows for the nine months then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America 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 from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Food & Friends, Inc., as of September 30, 2017, and the changes in its net assets and its cash flows for the nine months then ended in accordance with accounting principles generally accepted in the United States of America. COUNCILOR, BUCHANAN & MITCHELL, P.C. CPAs AND BUSINESS ADVISORS

4 To the Board of Directors Food & Friends, Inc. Other Matters Other Information Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 29, 2018, on our consideration of the Organization s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization s internal control over financial reporting and compliance. Report on Summarized Comparative Information We have previously audited the Organization s 2016 financial statements, and we expressed an unmodified audit opinion on those financial statements in our report dated April 6, In our opinion, the summarized comparative information presented herein as and for the year ended December 31, 2016, is consistent, in all material respects, with the audited financial statements from which it has been derived. Washington, D.C. March 29, 2018 Certified Public Accountants - 4 -

5 STATEMENT OF FINANCIAL POSITION AS OF SEPTEMBER 30, 2017 (WITH SUMMARIZED FINANCIAL INFORMATION AS OF DECEMBER 31, 2016) Assets Current Assets Cash and Cash Equivalents $ 105,072 $ 256,161 Government Grants Receivable 433, ,462 Contributions Receivable 795, ,411 Prepaid Expenses 139,978 93,993 Total Current Assets 1,474,177 1,190,027 Investments 3,016,663 3,002,882 Fixed Assets Kitchen Equipment 1,081,838 1,062,409 Furniture and Office Equipment 1,003, ,988 Delivery Vehicles 659, ,234 Equipment Held under Capital Leases 21,938 21,938 Land and Land Improvements 2,312,230 2,312,230 Building, Including Capitalized Interest of Approximately $48,000 5,882,998 5,882,998 10,962,119 10,855,797 Less Accumulated Depreciation and Amortization (4,205,209) (3,967,181) Total Fixed Assets 6,756,910 6,888,616 Other Assets Contributions Receivable, Less Current Portion 1,298,236 57,927 Cash Surrender Value - Key Man Life Insurance Policy 169, ,859 Deposits 5,571 10,130 Total Other Assets 1,473, ,916 Total Assets $ 12,720,759 $ 11,328,441 Liabilities and Net Assets Current Liabilities Accounts Payable and Accrued Expenses $ 813,299 $ 824,116 Capital Lease Obligation 4,686 4,385 Mortgage Payable 33,249 32,120 Margin Loan 841,272 - Deferred Revenue 380 2,366 Total Current Liabilities 1,692, ,987 Capital Lease Obligation, Less Current Portion 1,345 5,203 Mortgage Payable, Less Current Portion 424, ,474 Total Liabilities 2,118,639 1,317,664 Net Assets Unrestricted 7,064,300 7,766,142 Unrestricted - Board Designated 593, ,962 Temporarily Restricted 2,143, ,028 Permanently Restricted 800, ,645 Total Net Assets 10,602,120 10,010,777 Total Liabilities and Net Assets $ 12,720,759 $ 11,328,441 See accompanying Notes to Financial Statements

6 STATEMENT OF ACTIVITIES (WITH SUMMARIZED TWELVE-MONTHS FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2016) Temporarily Permanently (Nine Months) (Twelve Months) Unrestricted Restricted Restricted Total Total Revenue Grants and Contributions Individuals $ 473,723 $ 2,471,187 $ - $ 2,944,910 $ 1,970,624 Corporations and Foundations 280, , ,841 1,273,859 Combined Federal Campaign 168, , ,451 In-Kind Contributions 1,040, ,040,185 1,320,700 Government Grants 1,403, ,156-1,720,059 2,882,948 Special Events 1,105, ,105,737 1,551,937 Interest and Dividend Income 35,995 19,222-55, ,071 Net Gain on Investments 159,359 66, , ,244 Billboard Revenue 17, ,877 23,141 Loss on Disposition (262) Net Assets Released from Restrictions 2,059,159 (2,059,159) Total Revenue 6,744,469 1,267,951-8,012,420 9,458,713 Expenses Programs 5,854, ,854,600 8,243,023 Special Events Expense 381, , ,263 Management and General 254, , ,106 Fundraising 930, ,905 1,255,863 Total Expenses 7,421, ,421,077 10,248,255 Change in Net Assets (676,608) 1,267, ,343 (789,542) Net Assets, Beginning of Year 8,334, , ,645 10,010,777 10,800,319 Net Assets, End of Year $ 7,657,496 $ 2,143,979 $ 800,645 $ 10,602,120 $ 10,010,777 See accompanying Notes to Financial Statements

7 STATEMENT OF FUNCTIONAL EXPENSES (WITH SUMMARIZED TWELVE-MONTHS FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2016) Programs Home Groceries Management Delivered to Total Special and (Nine Months) (Twelve Months) Meals Go Nutrition Programs Events General Fundraising Total Total Salaries $ 1,447,648 $ 1,337,296 $ 249,085 $ 3,034,029 $ - $ 143,195 $ 411,295 $ 3,588,519 $ 4,578,505 Payroll Taxes and Benefits 198, ,735 49, ,770-19,524 81, , ,050 Advertising 1,872 1, ,392-4,267 4,269 12,928 9,894 Bank and Payroll Fees 19,154 17,694 5,339 42,187-4,129 41,354 87, ,251 Combined Federal Campaign ,315 Community Relations 3,361 3, ,229-3,767 1,256 12,252 27,437 Depreciation and Amortization 104,053 96,121 14, ,738-18,121 18, , ,906 Dues and Subscriptions ,919 4,420-2,741 5,436 12,597 12,202 Education and Development ,019-1,050 6,061 9,130 16,083 Equipment Purchase and Rental 3,962 3,660 1,025 8,647-1,046 (331) 9,362 11,194 Events 21,094 19,486-40, ,221-15, , ,793 Food and Disposables 529, ,786-1,017, ,017,906 1,462,498 Direct Mail , , ,561 Insurance 78,746 72,744 8, ,036-10,934 12, , ,730 Interest 12,729 11,759 2,500 26,988-2,605 2,963 32,556 38,280 Professional Fees 67,731 62,568 3, ,021-2,455 10, , ,317 Miscellaneous 1,529 1, ,256-5,694 2,660 11,610 17,440 Meetings 2,558 2, , ,670 6,868 6,438 Office Expenses 10,258 9,476 2,491 22,225-5,122 7,883 35,230 42,844 Postage 3,605 3, ,833-1,420 10,431 19,684 23,677 Printing 2,733 2, , ,524 15,817 29,362 Consulting Fees and Services 137, ,922 8, ,098-11, , , ,229 Promotional Merchandise , ,134 1,763 Rent 2,581 2, , ,069 7,045 22,220 Repairs and Maintenance 88,929 82,150 4, ,996-5,103 5, , ,273 Telephone 20,693 19,115 4,020 43,828-4,343 6,320 54,491 73,934 Travel 1,397 1, , ,807 7,036 Utilities 67,384 62,248 5, ,859-5,937 6, , ,262 Vehicle Expense 13,412 12, , ,943 36,271 Volunteer Activities 9,312 8, , ,078 32,490 Total $ 2,852,271 $ 2,634,847 $ 367,482 $ 5,854,600 $ 381,221 $ 254,351 $ 930,905 $ 7,421,077 $ 10,248,255 See accompanying Notes to Financial Statements

8 STATEMENT OF CASH FLOWS (WITH SUMMARIZED TWELVE-MONTHS FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2016) (Nine Months) (Twelve Months) Cash Flows from Operating Activities Change in Net Assets $ 591,343 $ (789,542) Adjustments to Reconcile Change in Net Assets to Net Cash Used in Operating Activities Depreciation and Amortization 251, ,906 Net Loss on Disposal of Fixed Assets - 2,260 Net Gain on Investments (226,200) (107,244) (Increase) Decrease in Assets Government Grants Receivable (131,164) (82,036) Contributions Receivable (1,498,399) 253,449 Prepaid Expenses (45,985) 25,221 Deposits 4,559 (7,405) Increase (Decrease) in Liabilities Accounts Payable and Accrued Expenses (10,817) (202,346) Deferred Revenue (1,986) (2) Net Cash Used in Operating Activities (1,067,443) (561,739) Cash Flows from Investing Activities Purchases and Contributions of Property and Equipment (119,500) (102,892) Decrease (Increase) in Cash Surrender Value - Key Man Life Insurance Policy 9,657 (24,816) Purchases of Investments (413,368) (364,755) Proceeds from Sales of Investments 625, ,315 Net Cash Provided by Investing Activities 102,576 65,852 Cash Flows from Financing Activities Repayments of Mortgage Payable (23,937) (30,611) Repayments of Capital Lease Obligation (3,557) (4,385) Proceeds from Margin Loan 1,010,000 1,000,000 Repayments of Margin Loan (168,728) (1,000,000) Net Cash Provided by (Used in) Financing Activities 813,778 (34,996) Net Decrease in Cash and Cash Equivalents (151,089) (530,883) Cash and Cash Equivalents, Beginning of Year 256, ,044 Cash and Cash Equivalents, End of Year $ 105,072 $ 256,161 Supplementary Disclosure of Cash Flow Information Interest Paid $ 32,556 $ 38,280 See accompanying Notes to Financial Statements

9 NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Food & Friends, Inc. (the Organization), is a nonprofit organization located in the District of Columbia. The mission of Food & Friends, Inc. is to foster a community caring for men, women and children living with HIV/AIDS, cancer, and other life-challenging illnesses by preparing and delivering specialized meals and groceries in conjunction with nutrition counseling. The Organization s service area includes the District of Columbia, seven counties in Maryland, and seven counties and six independent cities in Virginia. The operations of the Organization are primarily funded by contributions, government grants, and special events. Income Taxes The Organization is exempt from income taxes under Code Section 501(c)(3) of the Internal Revenue Code, and is not classified as a private foundation. The Organization requires that a tax position be recognized or derecognized based on a morelikely-than-not threshold. This applies to tax positions taken in a tax return. The Organization does not believe its financial statements include, or reflect, any uncertain tax positions. The Organization s Form 990, Return of Organization Exempt from Income Tax, Form 990-T, Exempt Organization Business Income Tax Return, and the District of Columbia Form D-20, Corporation Franchise Tax Return, are subject to examination by the taxing authorities, generally for three years after they are filed. Cash and Cash Equivalents All highly liquid investments, excluding amounts included in investments, with a maturity of less than 90 days at the date of acquisition are considered cash equivalents. Investments Investments are recorded at fair market value. Fixed Assets The Organization capitalizes all computer equipment of $750 and above and all other fixed assets acquisitions of $1,000 and above. Fixed assets are recorded at cost, if purchased, or fair market value at date of donation, if contributed. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for maintenance and repairs, including planned major maintenance activities, are charged to expense as incurred. Contributions The Organization reports gifts of cash and other assets as restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions

10 NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Government Grants Government grants derived from federal funding are recognized on a cost reimbursement basis to the extent of allowable costs. Government Grants Receivable Government grants receivable are stated at the amount management expects to collect on the outstanding balances. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its assessment of the current status of accounts. It is the Organization s policy to charge off uncollectible government grants receivable when management determines the receivable will not be collected. As of September 30, 2017, the Organization s management has established an allowance for doubtful accounts for approximately $180,000. Contributions Receivable Unconditional promises to give that have not been collected as of the statement of financial position date, are recorded as contributions receivable. An allowance for doubtful accounts has been established to provide for potentially uncollectible amounts. Management estimates the allowance for doubtful accounts based on historical experience updated for current economic conditions. If actual experience changes, revisions to the allowance may be necessary. Donated Services Donated services are recognized as contributions if the services (a) create or enhance nonfinancial assets or (b) require specialized skills, are performed by people with those skills, and would otherwise be purchased by the Organization. The Organization receives donated services for professional legal services and from a variety of unpaid volunteers assisting in preparing and delivering meals. In 2017, volunteers donated approximately 82,000 hours to the Organization. Volunteers are crucial to the Organization in fulfilling its tax-exempt purpose. Functional Expense Allocation The costs of providing the various programs and other activities have been summarized on a functional basis in the statement of functional expenses. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates

11 NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Change in Fiscal Year End The Organization changed its year end to September 30 effective with the short year beginning January 1, 2017 through September 30, Prior Year Information The financial statements include certain prior year summarized comparative information. Such information does not include sufficient detail to constitute a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Organization s financial statements for the year ended December 31, 2016, from which the summarized information was derived. Reclassifications Certain 2016 amounts have been reclassified for comparative purposes. 2. CONTRIBUTIONS RECEIVABLE Contributions receivable due in more than one year are discounted at a rate of approximately 5%. Contributions receivable as of September 30, 2017, are as follows: Description Amount Contributions Receivable in Less Than One Year $ 800,501 Contributions Receivable in One to Five Years 1,300,309 Contributions Receivable 2,100,810 Less Discount to Net Present Value (2,073) Less Allowance for Uncollectible Amounts (5,000) Contributions Receivable, Net of Allowance and Discount $ 2,093, GOVERNMENT GRANTS Approximately $1,720,000 of the Organization s revenue is derived from grants with federal, state, and local governments, which are subject to audit by various agencies. A contingent liability exists to refund any amounts received in excess of allowable costs incurred. Management believes that the adjustments, if any, resulting from such audits will not be material to the financial statements. 4. INVESTMENTS Investments at September 30, 2017, consisted of the following: Description Market Value Money Market Funds $ 82,080 Mutual Funds 1,470,492 Exchange Traded Funds 554,649 Corporate Bonds 479,744 Government and Government Agency Bonds 394,469 Foreign Bonds 35,229 Total Investments $ 3,016,

12 NOTES TO FINANCIAL STATEMENTS 5. FAIR VALUE MEASUREMENTS The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets (examples include equity securities); Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active (examples include corporate or municipal bonds); Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. The inputs to the determination of fair value require significant management judgment (examples include certain private equity securities and split interest agreements). The following presents the Organization s assets measured at fair value on a recurring basis as of September 30, 2017: Asset Fair Value Level 1 Inputs Level 2 Inputs Level 3 Inputs Money Market Funds $ 82,080 $ 82,080 $ - $ - Mutual Funds 1,470,492 1,470, Exchange Traded Funds 554, , Corporate Bonds 479, ,744 - Government Bonds 394, ,469 - Foreign Bonds 35,229-35,229 - Cash Surrender Value - Key Man Life Insurance Policy 169, ,202 - Total $ 3,185,865 $ 2,107,221 $ 1,078,644 $ - Bond values are based on readily available pricing sources for comparable investments. The value of the cash surrender value - key man life insurance policy was based on information provided by the investment managers. The Organization recognizes transfers of assets into and out of levels as of the date an event or change in circumstances causes the transfer. There were no transfers between levels in the nine months ended September 30, NET ASSETS - TEMPORARILY RESTRICTED As of September 30, 2017, the Organization s temporarily restricted net assets are available as follows: Description Amount Purpose Restriction - Programs $ 1,798,750 Endowments - Purpose 212,943 Timing 132,286 Total Temporarily Restricted Net Assets $ 2,143,

13 NOTES TO FINANCIAL STATEMENTS 6. NET ASSETS - TEMPORARILY RESTRICTED (CONTINUED) Net assets were released from donor restrictions by incurring expenses satisfying the purpose and or timing restrictions specified by donors for the nine months ended September 30, 2017 as follows: Description Amount State of Maryland - Home Delivered Meals Program - Timing $ 630,469 Purpose Restriction - Programs 908,329 Endowments - Purpose 43,834 Timing 476,527 Total Amounts Released from Restriction $ 2,059, NET ASSETS - PERMANENTLY RESTRICTED Permanently restricted net assets consist of endowment funds to be held indefinitely, the income from which is expendable to support the Organization s programs including Direct Services, Food & Food Delivery, Education & Advocacy, Volunteer & Community Support, and Greatest Needs. As of September 30, 2017, the Organization s permanently restricted net assets are as follows: Description Amount Food & Food Delivery $ 150,928 Education & Advocacy 8,199 Volunteer & Community Support 601,008 Greatest Needs 40,510 Total $ 800, CAPITAL LEASE OBLIGATION The Organization is the lessee of office equipment under a capital lease. The asset and the liability under the lease are recorded at the present value of the minimum lease payments. The asset is being depreciated over its estimated useful life. Depreciation of the assets under the capital lease is included in depreciation and amortization expense. The future minimum lease payments under the capital lease as of September 30, 2017, are as follows: For the Nine Months Ending September 30, 2018 $ 5, ,365 Total Minimum Lease Payments 6,423 Less Amount Representing Interest (392) Present Value of Total Minimum Lease Payments $ 6,

14 NOTES TO FINANCIAL STATEMENTS 9. MARGIN ACCOUNT AND LINE OF CREDIT Margin Account During 2012, the Organization established a margin account allowing the Organization to borrow funds up to approximately 65% of its investment portfolio at a rate of 4.25% to fund its cash needs. The margin account is secured by the investment portfolio. During 2017, the Organization borrowed approximately $1,010,000 against the margin account. As of September 30, 2017, the margin account balance was approximately $841,000. Subsequent to year end, the Organization borrowed an additional $150,000 against the margin account and repaid $250,000. Line of Credit In August 2017, the Organization entered into a line of credit agreement with a bank in the amount of $500,000. Under the terms of the agreement, the interest rate on the line of credit is subject to change from time to time based on changes using a rate of.350 percentage points over the index rate. Under no circumstances will the interest rate on the line of credit be less than 5% per annum or more than the maximum rate allowed by applicable law. The line of credit is secured by a deed of trust and contains restrictive covenants, including the submission of audited financial statements within 180 days after close of fiscal year. As of September 30, 2017, the balance on the line of credit was $ CONCENTRATIONS AND FINANCIAL RISK The Organization maintains cash balances at several financial institutions in the Washington, D.C., metropolitan area. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC). At times during the year, the Organization s cash balances exceeded the FDIC insured amount. Management believes the risk in these situations to be minimal. The Organization invests in professionally managed portfolios that contain cash, equities, bonds, exchange traded funds, and mutual funds. Such investments are exposed to various risks such as interest rate, market and credit. Due to the level of risk associated with such investments and the level of uncertainty related to changes in the value of such investments, it is at least reasonably possible that changes in risks in the near term would materially affect investment balances and the amount reported in the financial statements. For the nine months ended September 30, 2017, government grants revenue of approximately $1,720,000 and special events revenue of approximately $1,106,000 make up 21% and 14% of the Organization s total revenue, respectively. For the nine months ended September 30, 2017, 68% of total individual contributions and 83% of total contributions receivables came from two donors. 11. COMMITMENTS AND CONTINGENCIES On April 21, 2014, the Organization entered into a mortgage agreement with EagleBank (the Mortgage). The proceeds of the Mortgage were used to pay-off the balance of the original

15 NOTES TO FINANCIAL STATEMENTS 11. COMMITMENTS AND CONTINGENCIES (CONTINUED) Building Loan. The Mortgage is secured by the building and property of the Organization and bears interest at a rate of 4.55%. The term of the Mortgage agreement is ten years ending on April 21, The Organization is required to pay monthly principal and interest payments in the amount of $4,472 resulting in a balloon payment of approximately $222,400 due at the end of the loan. The Mortgage agreement contains restrictive financial covenant provisions. Following are maturities of long-term debt for each of the next five years and thereafter. For the Years Ending September 30, 2018 $ 33, , , , ,970 Therafter 275,042 Total $ 457,657 The Organization entered into an employment contract (the Contract) with its Executive Director that provides for a minimum annual salary adjusted annually and fringe benefits. The term of employment under the Contract is January 1, 2014 to December 31, In the event of termination without cause, the Organization will pay the Executive Director the lesser of (a) one year of pay at his then-annual salary base, or (b) one-half of the total remaining salary base to which he would otherwise be entitled to under the contract. Subsequent to year end, the Organization entered into two employment agreements (the Agreements) with its Deputy Executive Director, Programs and Public Funding and Deputy Executive Director, Finance and Administration, that provides for their current annual salary and fringe benefits, subject to regular Organizational policies and procedures, and for an agreed retention bonus at the end of the term of the Agreements. The terms of the Agreements are effective the date the Agreements were signed and end on December 31, In the event of a termination during the term for other than cause, disability, death, or certain major changes in the positions held, the Organization will pay the executives either the full retention bonus or a portion of the retention bonus prorated based on months of service completed under the agreements as well as the lesser of six months salary or the remaining salary owed for the term of the Agreements. 12. RETIREMENT PLANS Effective December 15, 2002, the Organization established a defined contribution retirement plan (the Plan). The Plan allows for contributions of 4% of each eligible employee s annual compensation. Employees are eligible to participate in the Plan after completing six months of service. For the nine months ended September 30, 2017, the Organization suspended contributions for the Plan for February - September The gross January pension liability to staff is approximately $12,300. The net effect of pension includes the January contribution less prior period correction and adjustments related to executive s 457(b) activity

16 NOTES TO FINANCIAL STATEMENTS 12. RETIREMENT PLANS (CONTINUED) The Organization also sponsors a 403(b) plan that allows employees to make voluntary contributions. In 2016, the Organization established a nonqualified 457(b) deferred compensation plan (the 457 Plan) for certain highly compensated employees. The 457 Plan requires that the Organization establish and maintain a book entry account on behalf of the employees for all deferrals and investment experience related to the 457 Plan. Employer contributions are permitted. The Organization is not liable for any specific investment success nor is it required to restore any loss of principal that may occur due to market conditions. Under current law, such funds remain the asset of the Organization and, as such, are subject to the creditors of the Organization. 13. IN-KIND CONTRIBUTIONS The value of donated services included as contributions and offsetting expenses in the financial statements consist of services provided by several law firms for various legal services, consulting services and volunteers assisting in preparing and delivering meals on behalf of the Organization. For the nine months ended September 30, 2017, the total of these services and food and other products was approximately $1,040,000 and has been allocated among programs and special events. Special Description Programs Events Total Salaries $ 837,771 $ - $ 837,771 Events - 101, ,839 Professional Fees 99,945-99,945 Food and Other Products Total In-Kind $ 938,346 $ 101,839 $ 1,040, ENDOWMENT The Organization s endowment consists of several individual funds (the Funds) established for a variety of purposes. The endowment consists of donor-restricted funds and board-designated or quasi-endowment funds, as required by GAAP, net assets associated with the endowment funds are classified and reported based on the existence or absence of donor-imposed restrictions. The Organization classifies as permanently restricted net assets (a) the original value of gifts donated to the permanent endowment funds, (b) the original value of subsequent gifts to the permanent endowments, and (c) accumulations to the permanent endowments made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. The Organization considers the following factors, as set out in the District of Columbia s Uniform Prudent Management of Institutional Funds, DC Code et.seq., in making a determination to appropriate or accumulate donor-restricted endowment funds: (1) The duration and preservation of the fund, (2) the purposes of the Organization and the donor-restricted endowment fund, (3) general economic conditions, (4) the possible effect of inflation and deflation, (5) the expected total return from income and the appreciation of investments, (6) other resources

17 NOTES TO FINANCIAL STATEMENTS 14. ENDOWMENT (CONTINUED) of the Organization, and (7) the investment policies of the Organization. The Organization had the following changes in the endowment net assets during the nine months ended September 30, Board Endowment Designated Related Endowment Endowment Temporarily Permanently Description Unrestricted Restricted Restricted Total Endowment Net Assets, Beginning of Year $ 567,962 $ 170,714 $ 800,645 $ 1,539,321 Investment Return Interest and Dividends 11,481 19,222-30,703 Net Gain (Realized and Unrealized) 39,919 66, ,760 Total Investment Return 51,400 86, ,463 Contributions Amounts Appropriated for Expenditure (26,166) (43,834) - (70,000) Endowment Net Assets, End of Year $ 593,196 $ 212,943 $ 800,645 $ 1,606,784 As of September 30, 2017, the Organization had the following endowment funds: Board Endowment Designated Related Endowment Endowment Temporarily Permanently Description Unrestricted Restricted Restricted Total Donor-Restricted Endowment Funds $ - $ 212,943 $ 800,645 $ 1,013,588 Board-Designated Endowment Fund 593, ,196 Total Endowment Funds $ 593,196 $ 212,943 $ 800,645 $ 1,606,784 Return Objectives and Risk Parameters The Organization has adopted investment and spending policies for endowment assets that attempt to provide a predictable stream of funding to programs supported by its endowment assets. Endowment assets include those assets of donor-restricted funds that the Organization must hold in perpetuity or for donor-specified periods. Under this policy, as approved by the Board of Directors, the endowment assets are invested in a manner that is intended to produce results that exceed the price and yield results of the market while assuming a moderate level of investment risk. Spending Policy The spending policy is calculated based on a percentage of the average of the fiscal year end market value of the endowment funds for the previous twelve quarters. Distribution from the endowment funds may be made on any cycle deemed appropriate to achieve the purpose of the funds and reduce administrative costs and oversight

18 NOTES TO FINANCIAL STATEMENTS 14. ENDOWMENT (CONTINUED) Strategies Employed for Achieving Objectives To satisfy its long-term rate-of-return objectives, the Organization relies on a total return strategy in which investment returns are achieved through both capital appreciation (realized and unrealized) and current yield (interest and dividends). The Organization targets a diversified asset allocation that provides reasonable and predictable funds for the Organization s program purposes and to maintain a balance between Organization spending and the protection of the principal. 15. SUBSEQUENT EVENTS Subsequent events were evaluated through March 29, 2018, which is the date the financial statements were available to be issued

19 SUPPLEMENTARY INFORMATION

20 SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS Pass-Through Federal Grantor/Pass-Through CFDA Entity Disbursements/ Grantor/Program Title Number Identifying Number Expenditures Department of Health & Human Services HIV Emergency Relief Project Grants Pass-Through Programs from Northern Virginia Regional Commission Z023 $ 166,932 Whitman-Walker Health Z021 70,010 Frederick County Health Department N/A 7,732 Charles County Department of Health N/A 18,394 Total HIV Emergency Relief Project Grants 263,068 HIV Care Formula Grants Pass-Through Programs from District of Columbia Government Department of Health Y410/16Z ,816 Total Department of Health & Human Services 690,884 Department of Homeland Security Emergency Food and Shelter National Board Program Pass-Through Programs from DC Local Board c/o The Salvation Army ,911 Prince George s County Local Board ,000 Total Department of Homeland Security 24,911 The Congress of the United States Pass-Through from Government of the District of Columbia Department of Health District of Columbia Appropriations (HAHSTA) N/A 17A ,500 District of Columbia Appropriations (CHA) N/A CHA APNF HDM ,000 Total Congress of the United States 637,500 Total Federal Expenditures $ 1,353,295 See accompanying Notes to Schedule of Expenditures of Federal Awards

21 NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS 1. BASIS OF PRESENTATION The accompanying schedule of expenditures of federal awards (the Schedule) includes the federal grant activity of Food & Friends, Inc., under programs of the federal government for the nine months ended September 30, The information in this Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of Food & Friends, Inc., it is not intended to and does not present the financial position, changes in net assets, or cash flows of Food & Friends, Inc. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursements. 3. RECONCILIATION OF EXPENDITURES The 2017 government grants revenue reported on the statement of activities of approximately $1,720,000 includes approximately $366,800 of state and local funds which are not considered federal assistance. 4. INDIRECT COST RATES Food & Friends, Inc., has elected to use the 10 percent de minimis indirect cost rate as allowed under the Uniform Guidance. 5. SUBRECIPIENTS There were no awards passed through to subrecipients

22 7910 WOODMONT AVENUE SUITE 500 BETHESDA, MD (T) (F) L STREET, NW SUITE 750 WASHINGTON, DC (T) (F) Independent Auditors Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards To the Board of Directors Food & Friends, Inc. Washington, D.C. We have audited, in accordance with the 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, the financial statements of Food & Friends, Inc., which comprise the statement of financial position as of September 30, 2017, and the related statements of activities, functional expenses, and cash flows for the nine months then ended, and the related notes to the financial statements, and have issued our report thereon dated March 29, Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered Food & Friends, Inc. s internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Food & Friends, Inc. s internal control. Accordingly, we do not express an opinion on the effectiveness of Food & Friends, Inc. s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Organization s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether Food & Friends, Inc. s financial statements are free from 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 or other matters that are required to be reported under Government Auditing Standards. COUNCILOR, BUCHANAN & MITCHELL, P.C. CPAs AND BUSINESS ADVISORS

23 To the Board of Directors Food & Friends, Inc. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Organization s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Organization s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Washington, D.C. March 29, 2018 Certified Public Accountants

24 7910 WOODMONT AVENUE SUITE 500 BETHESDA, MD (T) (F) L STREET, NW SUITE 750 WASHINGTON, DC (T) (F) Independent Auditors Report on Compliance for Each Major Program and on Internal Control over Compliance Required by the Uniform Guidance To the Board of Directors Food & Friends, Inc. Washington, D.C. Report on Compliance for Each Major Federal Program We have audited Food & Friends, Inc. s compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of Food & Friends, Inc. s major federal programs for the nine months ended September 30, Food & Friends, Inc. s major federal programs are identified in the summary of auditors results section of the accompanying schedule of findings and questioned costs. Management s Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditors Responsibility Our responsibility is to express an opinion on compliance for each of Food & Friends, Inc. s major federal programs based on our audit of the types of compliance requirements referred to above. 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; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about Food & Friends, Inc. 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 on compliance for each major federal program. However, our audit does not provide a legal determination of Food & Friends, Inc. s compliance. Opinion on Each Major Federal Program In our opinion, Food & Friends, Inc. complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the nine months ended September 30, COUNCILOR, BUCHANAN & MITCHELL, P.C. CPAs AND BUSINESS ADVISORS

25 To the Board of Directors Food & Friends, Inc. Report on Internal Control over Compliance Management of Food & Friends, Inc., is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered Food & Friends, Inc. s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of Food & Friend Inc. s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Washington, D.C. March 29, 2018 Certified Public Accountants