GRAMEEN FOUNDATION USA

Transcription

1 GRAMEEN FOUNDATION USA AND AFFILIATE AUDIT REPORT FINANCIAL AND FEDERAL AWARD COMPLIANCE EXAMINATION FOR THE YEAR ENDED MARCH 31, 2016

2 GRAMEEN FOUNDATION USA AND AFFILIATE CONTENTS PAGE NO. I. Financial Section Consolidated Financial Statements, for the Years Ended March 31, 2016 and 2015, Including the Schedule of Expenditures of Federal Awards and Schedule of Findings and Questioned Costs, for the Year Ended March 31, 2015 I-(1-27) II. 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 II-(1-2) III. Report on Compliance For Each Major Federal Program and Report on Internal Control Over Compliance Required by Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administration Requirements, Cost Principles and Audit Requirements for Federal Awards (Uniform Guidance) III-(1-3)

3 CONSOLIDATED FINANCIAL STATEMENTS GRAMEEN FOUNDATION USA AND AFFILIATE FOR THE YEARS ENDED MARCH 31, 2016 AND 2015 I-1

4 GRAMEEN FOUNDATION USA AND AFFILIATE CONTENTS PAGE NO. INDEPENDENT AUDITOR'S REPORT I-(3-4) EXHIBIT A - Consolidated Statements of Financial Position, as of March 31, 2016 and 2015 I-5 EXHIBIT B - Consolidated Statements of Activities and Changes in Net Assets, for the Years Ended March 31, 2016 and 2015 I-6 EXHIBIT C - Consolidated Statement of Functional Expenses, for the Year Ended March 31, 2016 I-7 EXHIBIT D - Consolidated Statement of Functional Expenses, for the Year Ended March 31, 2015 I-8 EXHIBIT E - Consolidated Statements of Cash Flows, for the Years Ended March 31, 2016 and 2015 I-(9-10) NOTES TO COMBINED FINANCIAL STATEMENTS I-(11-22) SUPPLEMENTAL INFORMATION SCHEDULE 1 - Consolidating Schedule of Support and Revenue and Functional Expenses, for the Year Ended March 31, 2016 I-23 SCHEDULE 2 - Schedule of Expenditures of Federal Awards, for the Year Ended March 31, 2016 I-(24-25) SCHEDULE 3 - Schedule of Findings and Questioned Costs, for the Year Ended March 31, 2016 I-(26-27) I-2

5 INDEPENDENT AUDITOR'S REPORT To the Board of Directors Grameen Foundation USA and Affiliate Washington, D.C. Report on the Financial Statements We have audited the accompanying consolidated financial statements of Grameen Foundation USA and Affiliate (together "the Foundation"), which comprise the consolidated statements of financial position as of March 31, 2016 and 2015, and the related consolidated statements of activities and changes in net assets, functional expenses and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of Grameen Foundation India Private Limited (the Affiliate), which statements reflect total assets of $315,174 and $341,125 as of March 31, 2016 and 2015, respectively, and total support and revenues of $269,059 and $148,199, respectively, for the years then ended. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the Affiliate is based solely on the report of the other auditors. 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the consolidated 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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion MONTGOMERY AVENUE SUITE 650 NORTH BETHESDA, MARYLAND (301) FAX (301) MEMBER OF CPAMERICA INTERNATIONAL, AN AFFILIATE OF HORWATH INTERNATIONAL MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS' PRIVATE COMPANIES PRACTICE SECTION I-3

6 Opinion In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Foundation as of March 31, 2016 and 2015, and the consolidated changes in its net assets and its consolidated cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter The accompanying consolidated financial statements have been prepared assuming that Grameen Foundation India Private Limited (the Affiliate) will continue as a going concern. As discussed in Note 8 to the consolidated financial statements, the Affiliate has suffered a substantial loss from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter. Other Matter Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The Consolidating Schedule of Support and Revenue and Functional Expenses on page I-23 is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. The Schedule of Expenditures of Federal Awards on pages I-(24-25), as required by Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is presented for purposes of additional analysis and is not a required part of the consolidated 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 consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated 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 consolidated 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 consolidated 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 August 8, 2016 on our consideration of the Foundation'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 Foundation's internal control over financial reporting and compliance. August 8, 2016 I-4

7 EXHIBIT A GRAMEEN FOUNDATION USA AND AFFILIATE CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF MARCH 31, 2016 AND 2015 ASSETS CURRENT ASSETS Cash and cash equivalents $ 4,131,139 $ 6,263,195 Investments 1,439,637 2,758,254 Loans receivable, net of allowance 21, ,729 Grants and contributions receivable 728,279 1,051,069 Other receivables and advances 939, ,311 Prepaid expenses 244, ,667 PROPERTY AND EQUIPMENT Total current assets 7,504,013 12,202,225 Furniture and equipment 611, ,381 Less: Accumulated depreciation and amortization (401,266) (291,892) OTHER ASSETS Net property and equipment 210, ,489 Loans receivable, net of current portion and allowance - 43,875 Program-related investments 3,328,287 3,466,272 Deposits 161, ,568 Total other assets 3,490,031 3,670,715 TOTAL ASSETS $ 11,204,710 $ 16,187,429 CURRENT LIABILITIES LIABILITIES AND NET ASSETS Note payable $ 43,284 $ 96,394 Accounts payable and accrued expenses 1,082,807 1,140,597 Current portion of deferred rent 77,277 38,060 Deferred revenue 429, ,564 NONCURRENT LIABILITIES Total current liabilities 1,632,937 1,666,615 Deferred rent, long term 593, ,003 NET ASSETS Total liabilities 2,226,573 2,363,618 Unrestricted 5,878,873 7,345,392 Temporarily restricted 3,099,264 6,478,419 Total net assets 8,978,137 13,823,811 TOTAL LIABILITIES AND NET ASSETS $ 11,204,710 $ 16,187,429 See accompanying notes to consolidated financial statements. I-5

8 EXHIBIT B GRAMEEN FOUNDATION USA AND AFFILIATE CONSOLIDATED STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS FOR THE YEARS ENDED MARCH 31, 2016 AND SUPPORT AND REVENUE Unrestricted Temporarily Restricted Total Unrestricted Temporarily Restricted Total Contributions and grants $ 2,162,610 $ 7,880,547 $ 10,043,157 $ 2,177,546 $ 15,144,738 $ 17,322,284 Program revenues 2,678,468-2,678,468 2,694,522-2,694,522 Government grants 1,356,400-1,356, , ,041 Interest and investment income 298, , , ,823 Loan interest 56,128-56, , ,431 In-kind contributions 3,748,849-3,748,849 4,870,819-4,870,819 Net assets released from donor restrictions 11,078,708 (11,078,708) - 13,806,108 (13,806,108) - EXPENSES Total support and revenue 21,380,089 (3,198,161) 18,181,928 24,864,290 1,338,630 26,202,920 Program Services: Regional Services 781, ,830 1,999,040-1,999,040 Financial Services 4,236,135-4,236,135 5,782,775-5,782,775 Information Access 8,776,755-8,776,755 8,936,564-8,936,564 Poverty Tools 3,298,689-3,298,689 3,385,736-3,385,736 Public Education 764, , , ,076 Total program services 17,857,460-17,857,460 20,848,191-20,848,191 Supporting Services: Management and General 4,254,234-4,254,234 4,558,283-4,558,283 Fundraising 242, , , ,166 Total supporting services 4,496,340-4,496,340 4,821,449-4,821,449 Total expenses 22,353,800-22,353,800 25,669,640-25,669,640 Changes in net assets before other items (973,711) (3,198,161) (4,171,872) (805,350) 1,338, ,280 OTHER ITEMS Allowances for uncollectable loans receivable and investment impairments (372,198) (3,802) (376,000) (991,140) - (991,140) Refund of unspent grant funds - (195,592) (195,592) Foreign exchange rate loss (120,610) 18,400 (102,210) (403,196) - (403,196) Changes in net assets (1,466,519) (3,379,155) (4,845,674) (2,199,686) 1,338,630 (861,056) Net assets at beginning of year 7,345,392 6,478,419 13,823,811 9,545,078 5,139,789 14,684,867 NET ASSETS AT END OF YEAR $ 5,878,873 $ 3,099,264 $ 8,978,137 $ 7,345,392 $ 6,478,419 $ 13,823,811 See accompanying notes to consolidated financial statements. I-6

9 EXHIBIT C GRAMEEN FOUNDATION USA AND AFFILIATE CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED MARCH 31, 2016 Program Services Supporting Services Regional Programs Financial Services Information Access Poverty Tools Public Education Total Program Services Management and General Fundraising Total Supporting Services Total Expenses Salaries $ 255,310 $ 1,729,104 $ 2,627,218 $ 1,190,528 $ 216,423 $ 6,018,583 $ 2,336,601 $ 124,188 $ 2,460,789 $ 8,479,372 Benefits 76, , , ,528 23,944 1,575, ,455 26, ,266 2,113,272 Professional services 22, ,455 2,245, ,441 33,700 3,415, , ,259 3,665,813 In-kind contributions 282, , ,254 1,067, ,748 3,399, , ,729 3,748,849 Grants - 76, , , ,517 Travel 55, , ,262 13,591 10, , ,048 9, ,937 1,030,935 Conferences and meetings 10,248 26, ,839 11,310 49, ,013 51,681 2,047 53, ,741 Communications 2,981 26, ,175 13,796 4, ,136 28,732 1,966 30, ,834 Information technology 7,848 33, ,326 44,749 14, ,728 86,755 2,827 89, ,310 Occupancy 23, , ,620 85,541 24, , ,647 18, , ,907 Vehicles and equipment 8,940 18, ,543 10,086 1, ,858 19, , ,114 Depreciation and amortization 889 6,713 84,528 3,230 1,049 96,409 13, , ,092 Insurance 2,981 19,593 47,253 9,400 3,054 82,281 38,290 1,935 40, ,506 Office expenses 2,611 13, ,438 6,985 1, ,771 59,611 28,059 87, ,441 Advertising ,029 2, ,277 86, , ,634 Bank fees 5,341 3,326 5,902 1, ,771 13,444 12,500 25,944 42,715 Other 23,682 36,174 78,335 4, ,598 28,660 11,490 40, ,748 TOTAL $ 781,830 $ 4,236,135 $ 8,776,755 $ 3,298,689 $ 764,051 $ 17,857,460 $ 4,254,234 $ 242,106 $ 4,496,340 $ 22,353,800 See accompanying notes to consolidated financial statements. I-7

10 EXHIBIT D GRAMEEN FOUNDATION USA AND AFFILIATE CONSOLIDATED STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED MARCH 31, 2015 Program Services Supporting Services Regional Programs Financial Services Information Access Poverty Tools Public Education Total Program Services Management and General Fundraising Total Supporting Services Total Expenses Salaries $ 601,041 $ 1,847,027 $ 2,837,800 $ 1,519,576 $ 233,267 $ 7,038,711 $ 2,248,189 $ 125,578 $ 2,373,767 $ 9,412,478 Benefits 127, , , ,233 14,399 1,870, ,891 26, ,794 2,383,457 Professional services 140, ,202 2,094, ,113 81,893 3,807, ,982 2, ,810 4,044,779 In-kind contributions 883,775 1,607, , , ,159 4,033, , ,731 4,870,819 Grants 1,851 76, , , ,573 Travel 96, , ,092 85,924 22,064 1,312,014 91,144 17, ,469 1,420,483 Conferences and meetings 12,007 69, ,051 21,668 19, ,472 34,479 2,777 37, ,728 Communications 8,515 35, ,719 20,691 2, ,916 36,346 1,460 37, ,722 Information technology 24,536 34, ,948 45,314 6, ,715 67,706 3,318 71, ,739 Occupancy 35, , , ,732 23, , ,699 16, ,726 1,015,141 Vehicles and equipment 6,455 56, ,131 35,486 1, ,259 21,134 1,051 22, ,444 Depreciation and amortization 5,505 10,512 18,135 9,411 1,213 44,776 16, ,092 61,868 Insurance 2,709 19,724 36,162 14,118 1,820 74,533 31,511 1,208 32, ,252 Office expenses 4,590 25,501 72,085 6,460 4, ,524 79,805 36, , ,286 Advertising 21,595 8,936 26,860 4, ,915 6, ,187 69,102 Bank fees 5,635 40,106 6,262 1, ,011 13,666 14,456 28,122 82,133 Other 20,975 26,319 52,028 4,314 1, ,637 30,093 11,906 41, ,636 TOTAL $ 1,999,040 $ 5,782,775 $ 8,936,564 $ 3,385,736 $ 744,076 $ 20,848,191 $ 4,558,283 $ 263,166 $ 4,821,449 $ 25,669,640 See accompanying notes to consolidated financial statements. I-8

11 EXHIBIT E GRAMEEN FOUNDATION USA AND AFFILIATE CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2016 AND 2015 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets $ (4,845,674) $ (861,056) Adjustments to reconcile in net assets to net cash (used) provided by operating activities: Depreciation and amortization 110,092 61,868 Unrealized loss on investments 308,851 68,773 Realized gain on sales of investments (200,114) (160,718) Change in allowances for uncollectable loans receivable and foreign exchange risk (88,167) 22,513 Impairment of program-related investments 378, ,804 (Increase) decrease in: Grants and contributions receivable 322,790 1,312,067 Other receivables and advances 10,015 6,757 Prepaid expenses 78,561 (42,502) Deposits (1,176) 27,380 Increase (decrease) in: Accounts payable and accrued expenses (57,790) (315,292) Deferred revenue 38, ,793 Deferred rent liability (64,150) 25,663 Net cash (used) provided by operating activities (4,010,045) 1,039,050 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of furniture and equipment (6,269) (241,426) Proceeds from sales of program-related investments 200,000 - Proceeds from sales of investments 1,260,048 1,518,202 Reinvestments/purchases of investments (50,168) (1,088,824) Recognition of program-related investments (440,727) (692,465) Net cash provided (used) by investing activities 962,884 (504,513) CASH FLOWS FROM FINANCING ACTIVITIES Loans provided to local partners - (101,839) Loan repayments from local partners 968, ,348 Repayment on note payable (53,110) (54,293) Proceeds on note payable - 24,832 Net cash provided by financing activities 915, ,048 Net (decrease) increase in cash and cash equivalents (2,132,056) 1,008,585 Cash and cash equivalents at beginning of year 6,263,195 5,254,610 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,131,139 $ 6,263,195 See accompanying notes to consolidated financial statements. I-9

12 GRAMEEN FOUNDATION USA AND AFFILIATE EXHIBIT E (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED MARCH 31, 2016 AND 2015 SCHEDULE OF NONCASH INVESTING AND FINANCING TRANSACTIONS Donated Securities $ 162,206 $ 149,877 See accompanying notes to consolidated financial statements. I-10

13 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION Organization - Grameen Foundation USA is a non-profit organization that was created to collaborate with public and private institutions to achieve the long-term goal of eliminating poverty throughout the world. Grameen Foundation India Private Limited (the Affiliate), a for-profit corporation registered in India, was established for the purpose of furthering the mission of Grameen Foundation USA. In April 2015, Grameen Foundation USA incorporated TaroWorks LLC, a wholly-owned subsidiary in the United States. TaroWorks mission is to provide social enterprises and nongovernmental organizations working in the developing world tools to manage their field operations, staff, and business in real time. On April 1, 2015 Grameen Foundation USA signed an operating agreement with TaroWorks, LLC. Basis of presentation - The accompanying consolidated financial statements are presented on the accrual basis of accounting, and in accordance with FASB ASC , Not-for-Profit Entities, Consolidation. The consolidated financial statements include the accounts of Grameen Foundation USA, Grameen Foundation India Private Limited, a wholly-owned subsidiary, and TaroWorks, LLC, a wholly-owned subsidiary (together the Foundation ). All significant intercompany transactions and balances have been eliminated in consolidation. Cash and cash equivalents - The Foundation considers all cash and certificates of deposit to be cash equivalents. As of March 31, 2016 and 2015, certificates of deposit, including accrued interest, included in cash totaled $3,188,831 and $3,489,804, respectively. Bank deposit accounts are insured by the Federal Deposit Insurance Corporation (FDIC) up to a limit of $250,000. At times during the year, the Foundation maintains cash balances in excess of the FDIC insurance limits. Management believes the risk in these situations to be minimal. At March 31, 2016 and 2015, the Foundation had $318,539 and $710,429, respectively, of cash and cash equivalents held at financial institutions in foreign countries to support operations in those countries. The majority of funds held in foreign countries is uninsured. Investments - Investments are recorded at their readily determinable fair value. Realized and unrealized gains and losses are included in interest and investment income in the Consolidated Statements of Activities and Changes in Net Assets. Receivables - All amounts receivable are recorded at their net realizable value, which approximates fair value. Management considers all amounts from grants, contributions and other receivables to be fully collectible within one year. The allowance for doubtful accounts is determined based on the age of the balance. The allowance for doubtful accounts for loans receivable is determined based upon a quarterly review of account balances, including the age of the balance, the historical experience with the customer and the risk of the institution and country. I-11

14 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION (Continued) Property and equipment - Property and equipment with an acquisition value of $2,500 or more are stated at cost. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the related assets, generally three to ten years. The cost of maintenance and repairs is recorded as expenses are incurred. Leasehold improvements are recorded at cost and are amortized over the life of the lease. Deferred revenue - Deferred revenue consists of unearned fees. The Foundation recognizes subscription revenue on a monthly basis over the life of the subscription and recognizes volunteer engagement revenue when the engagement actually occurs. Income taxes - Grameen Foundation USA is exempt from Federal income taxes under Section 501(c)(3) of the Internal Revenue Code. Accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. Grameen Foundation USA is not a private foundation. Grameen Foundation India Private Limited (GFI) is a for-profit corporation registered in India and is subject to tax on any net profit recognized during the fiscal year. However, GFI is operated as a social business and is expected to incur losses for the foreseeable future. Accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. Uncertain tax positions - For the years ended March 31, 2016 and 2015, the Foundation has documented its consideration of FASB ASC , Income Taxes, that provides guidance for reporting uncertainty in income taxes and has determined that no material uncertain tax positions qualify for either recognition or disclosure in the financial statements. Net asset classification - The net assets are reported in two self-balancing groups as follows: Unrestricted net assets include unrestricted revenue and contributions received without donor-imposed restrictions. These net assets are available for the operation of the Foundation and include both internally designated and undesignated resources. Temporarily restricted net assets include revenue and contributions subject to donorimposed stipulations that will be met by the actions of the Foundation and/or the passage of time. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the Consolidated Statements of Activities and Changes in Net Assets as net assets released from restrictions. I-12

15 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION (Continued) Contributions and grants - Contributions and grants are recorded as revenue in the year notification is received from the donor. Temporarily restricted contributions and grants are recognized as unrestricted support only to the extent of actual expenses incurred in compliance with the donor-imposed restrictions and satisfaction of time restrictions. Such contributions and grants received in excess of expenses incurred are shown as temporarily restricted net assets in the accompanying consolidated financial statements. The Foundation receives funding under grants from the U.S. Government, for direct and indirect program costs. This funding is subject to contractual restrictions, which must be met through incurring qualifying expenses for particular programs. Accordingly, such grants are considered exchange transactions and are recorded as unrestricted income to the extent that related expenses are incurred in compliance with the criteria stipulated in the grant agreements. Foreign currency translation - The U.S. Dollar ("dollars") is the functional currency for the Foundation's worldwide operations. Transactions in currencies other than U.S. dollars are translated into dollars at the rate of exchange in effect during the month of the transaction. Current assets and liabilities denominated in non-u.s. currency are translated into dollars at the exchange rate in effect at the date of the Consolidated Statements of Financial Position. In-kind contributions - The Foundation receives and recognizes contributed services and gifts in-kind from various sources. In-kind contributions are recorded at their fair market value as of the date of the gift. Use of estimates - The preparation of the consolidated 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 at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Functional allocation of expenses - The costs of providing the various programs and other activities have been summarized on a functional basis in the Consolidated Statements of Activities and Changes in Net Assets. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Risks and uncertainties - The Foundation invests in various investment securities. Investment securities are exposed to various risks such as interest rates, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the consolidated financial statements. I-13

16 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL INFORMATION (Continued) Credit risk - Credit risk is the risk of financial loss to the Foundation if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Foundation's lending activity. The Foundation takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Allowances for uncollectable loans are accounted for where there is objective evidence that the loans and advances to customers are impaired. Significant changes in the economy, depreciation of local currencies against the currencies of the indexed portfolios, or in the health of a particular industry segment, could result in evidence that the expected future cash flows are different from those provided for at the end of the reporting period. Management, therefore, carefully monitors and manages its exposure to credit risk. Market risk - Market risk is defined as external influences, generally outside of the control of the organization's executive management, but which can be identified, assessed and mitigating actions put in place to reduce any adverse impact. Currency risk - The Foundation is exposed to currency risk through transactions in foreign currencies against the U.S. Dollar ("dollars"). There is also a statement of financial position risk that the net monetary liabilities in foreign currencies will take a higher value when translated into dollars as a result of currency movements. Fair value measurement - The Foundation adopted the provisions of FASB ASC 820, Fair Value Measurement. FASB ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs (assumptions that market participants would use in pricing assets and liabilities, including assumptions about risk) used to measure fair value, and enhances disclosure requirements for fair value measurements. The Foundation accounts for a significant portion of its financial instruments at fair value or considers fair value in their measurement. 2. INVESTMENTS Investments consisted of the following at March 31, 2016 and 2015: Cost Fair Value Cost Fair Value Mutual funds $ 692,692 $ 737,212 $ 2,129,836 $ 2,429,158 Bonds 750, , , ,096 TOTAL INVESTMENTS $ 1,443,222 $ 1,439,637 $ 2,452,988 $ 2,758,254 I-14

17 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND INVESTMENTS (Continued) Included in interest and investment income in the Consolidated Statements of Activities and Changes in Net Assets are the following at March 31, 2016 and 2015: Interest and dividends (from cash and investment accounts) $ 407,663 $ 103,878 Unrealized loss on investments (308,851) (68,773) Realized gain on sales of investments 200, ,718 TOTAL INTEREST AND INVESTMENT INCOME $ 298,926 $ 195, LOANS RECEIVABLE Grameen Foundation USA provides loans to microfinance institutions and social enterprises serving the world's poorest in regions of the world that traditionally have been undeserved. These loans bear interest between 5% and 25% and are disbursed and repaid in either U.S. Dollars or the local currency of the respective country. As of March 31, 2016, only one loan was outstanding and bears interest of 15%. As of March 31, 2016 and 2015, all loans receivable are stated in U.S. Dollars (or translated into U.S. Dollars from foreign currency where applicable). All loans are reserved based on expected delinquency and exchange rate devaluation. The following is a schedule of loans receivable, by fiscal year of estimated repayment, as of March 31, 2016 and 2015: Year Ending March 31, $ 100,000 $ 1,023, , ,000 1,068,215 Less: Current maturities, net of current allowance (21,556) (857,729) Less: Allowance for uncollectable loans and foreign exchange risk (current portion) (78,444) (165,486) Less: Allowance for uncollectable loans and foreign exchange risk (noncurrent portion) - (1,125) TOTAL NONCURRENT LOANS RECEIVABLE $ - $ 43, PROGRAM-RELATED INVESTMENTS Grameen Foundation USA has made certain program-related investments in an effort to further the impact of its programmatic activities. All investments are stated at cost; however, certain impairments have been recognized to adjust to fair value. Grameen Foundation USA has performed independent valuations and deemed the net values to be a fair representation of lower of cost or market. I-15

18 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND PROGRAM-RELATED INVESTMENTS (Continued) Following is a list of all program-related investments at March 31, 2016 and 2015: Equity Grameen-Jameel Pan-Arab Microfinance Limited $ 787,550 $ 787,550 Grameen Capital India Ltd. 658, ,420 Kashf Holdings (Pvt.) Limited 250, ,000 Cashpor Financial and Technical Services 250, ,027 Drishtee Dot Com Ltd. 20,000 20,000 Musoni (DTM & Kenya) 1,026,129 1,026,129 Fairtrade Access Fund 750, ,000 Juhudi Kulimo 741, ,435 PT Ruma 705, ,139 Radaur Holdings 404, ,239 HoneyCare Africa 440,727 - Program-related investments before adjustments 6,033,665 5,792,939 Less: Allowance for impairment of Grameen-Jameel Pan- Arab Microfinance Limited (787,550) (787,550) Less: Allowance for impairment of Grameen Capital India (335,779) (321,935) Less: Allowance for impairment of Kashf Holdings (Pvt.) Limited (250,000) (250,000) Less: Allowance for impairment of Drishtee Dot Com Ltd. (20,000) (20,000) Less: Allowance for impairment of Musoni (DTM & Kenya) (429,388) (262,776) Less: Allowance for impairment of Fairtrade Access Fund (21,300) (22,500) Less: Allowance for impairment of Juhudi Kulimo (382,133) (403,525) Less: Allowance for impairment of HoneyCare Africa (258,909) - Less: Allowance for impairment of Radaur Holdings (220,319) (258,381) TOTAL PROGRAM-RELATED INVESTMENTS $ 3,328,287 $ 3,466, NOTE PAYABLE On October 17, 2012, Grameen Foundation USA entered into an agreement to borrow up to $200,000 from Kiva Microfunds, a California non-profit public benefit corporation. The purpose of the loan is to provide loan capital to allow Community Knowledge Workers (CKWs) in Uganda to purchase a "business-in-a-box" mobile phone kit. These kits allow CKWs to provide valuable information to smallholder farmers as well as generate income from data collection services. As Grameen Foundation USA disburses loans to CKWs, Kiva Microfunds then disburses equivalent funds to Grameen Foundation USA. Repayments from CKWs to Grameen Foundation USA happen on a monthly basis over a 41-month term. Repayment from Grameen Foundation USA to Kiva Microfunds on a monthly basis is contingent upon the CKWs repaying the loan to Grameen Foundation USA. During the years ended March 31, 2016 and 2015, $0 and $24,832, respectively, was disbursed to Grameen Foundation USA under this facility and the total balance due under this facility as of March 31, 2016 was $43,284. I-16

19 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND NOTE PAYABLE (Continued) The following is a schedule of required principal payments due under the aforementioned note: Year Ending March 31, 2016 $ 43, TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets consisted of the following at March 31, 2016 and 2015: Regional Services $ 24,234 $ 80,153 Financial Services 1,581,650 1,972,580 Information Access 1,062,019 3,961,932 Poverty Tools 431, ,767 3,099,264 6,380,432 Restricted micro-credit loans - 97,987 TOTAL TEMPORARILY RESTRICTED NET ASSETS $ 3,099,264 $ 6,478, NET ASSETS RELEASED FROM DONOR RESTRICTIONS The following temporarily restricted net assets were released from donor restrictions, at March 31, 2016 and 2015, by incurring expenses and through partner financing, thus satisfying the restricted purposes specified by the donors: Regional Services $ 115,992 $ 399,267 Financial Services 2,391,330 3,554,222 Information Access 7,098,109 7,202,098 Poverty Tools 1,351,690 2,495,805 Public Education 23,600 54,383 10,980,721 13,705,775 Partner financing through issuance of loans, cashbacked SBLCs and equity investments 97, ,333 TOTAL NET ASSETS RELEASED FROM DONOR RESTRICTIONS $ 11,078,708 $ 13,806, FUTURE FUNDING OF THE AFFILIATE As of March 31, 2016 and 2015, Grameen Foundation India Private Limited (the Affiliate) has a cumulative deficit in the reserves and surplus totaling $1,904,271 and $1,807,696, respectively. Failure to obtain additional unrestricted revenue may affect the Affiliate s future activities. I-17

20 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND FUTURE FUNDING OF THE AFFILIATE (Continued) Grameen Foundation USA is committed to continuing to invest resources in the Affiliate because of its social mission to ensure it can meet its obligations. The consolidated financial statements do not include any adjustment that might be necessary if the Affiliate is unable to continue as a going concern. 9. IN-KIND CONTRIBUTIONS During the years ended March 31, 2016 and 2015, Grameen Foundation USA was the beneficiary of donated services, which allowed Grameen Foundation USA to provide greater resources toward various programs. To properly reflect total program expenses, the following donations have been included in revenue and expense for the years ended March 31, 2016 and 2015: Advertising $ 370,548 $ 313,362 Legal services 434, ,729 Professional services 2,943,835 3,860,728 TOTAL IN-KIND CONTRIBUTIONS $ 3,748,849 $ 4,870, LEASE COMMITMENTS Grameen Foundation USA leases office space in Washington, D.C. under a 131-month lease agreement that began on September 1, 2010 and expires on July 31, On May 23, 2016, Grameen Foundation USA entered into a lease amendment and termination with its current lessor for the headquarters office space located in Washington D.C. The amendment provides Grameen Foundation USA with a partial abatement of rent from May 23, 2016 through September 23, 2016, and accelerates the expiration date of the lease to September 23, In exchange, Grameen Foundation USA paid a one-time lease termination fee equate to $275,000 in June In conjunction with the execution of the termination agreement, Grameen Foundation USA entered into a new lease agreement with a different lessor to its headquarters office space located in Washington D.C. The new lease has an initial term of approximately 5 years and is expected to commence on September 15, The base rent under the new facility lease agreement is approximately $138,415 per year for the first year, escalating 2.5% annually thereafter over the initial term. Grameen Foundation USA leases office space in Seattle, Washington under an eleven-year lease agreement that began on January 1, 2011 and expires on December 31, The annual rental rate is adjusted annually to include a proportionate share of operating expenses and real estate tax reimbursements. Grameen Foundation USA has the right to terminate the lease at any time between the 60th and 82nd month. Grameen Foundation USA leases office space in Kenya under a five-year and three month sublease agreement that began on April 1, 2014 and expires on June 30, Grameen Foundation USA leases office space in the Philippines under a one-year and four month lease agreement that began on June 1, 2015 and expires on September 30, Grameen Foundation India Private Limited leases office space in India under a three-year lease agreement that began on February 7, 2014 and expires on February 6, Grameen Foundation USA leases two office rooms in Colombia each on a one-year lease that expires on September 30, and December 31, I-18

21 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND LEASE COMMITMENTS (Continued) Grameen Foundation USA leases office space in Ghana under a five year lease agreement that began on July 1, 2016 and expires on June 30, The first year was prepaid at the time of the lease execution. Grameen Foundation USA leases office space in Uganda under a two-year lease agreement that began on November 1, 2014 and expires on October 31, The first year was prepaid at the time of the lease execution. Accounting principles generally accepted in the United States of America require that the total rent commitment should be recognized on a straight-line basis over the term of the lease. Accordingly, the difference between the actual monthly payments and the rent expense being recognized for consolidated financial statement purposes is recorded as a deferred rent liability on the Consolidated Statements of Financial Position. As of March 31, 2016 and 2015, the deferred rent liability totaled $670,913 and $735,063, respectively. Future minimum lease payments required under these leases (net of sublease income) are as follows: Year Ending March 31, 2017 $ 543, , , , ,384 Thereafter 226,258 $ 2,327,128 Grameen Foundation USA also entered into sublease agreements with six unrelated organizations in Washington, D.C. and one in Seattle. Consistent with the signing of the D.C. lease termination agreement effective September 23, 2016, D.C. negotiated termination agreements with all six subleases effective between May 31, 2016 and September 15, The sublease in Seattle is month-to-month, starting from June 1, Sublease income for the years ended March 31, 2016 and 2015 was $234,244 and $127,287, respectively. Total occupancy expense, including operating and renovation expenses and net of sublease income, totaled $773,907 and $1,015,141 for the years ended March 31, 2016 and 2015, respectively. 11. CONTINGENCY Grameen Foundation USA and Affiliate receives grants from various agencies of the United States Government. For fiscal years through March 31, 2015, such grants were subject to audit under the provisions of OMB Circular A-133. Beginning for fiscal year ended March 31, 2016, such grants are subject to audit under the provisions of Title 2 U.S. Code of Federal Regulations (CFR) Part 200 Uniform Administrative Requirement, Cost Principles, and Audit Requirements for Federal Awards. The ultimate determination of amounts received under the United States Government grants is based upon the allowance of costs reported to and accepted by the United States Government as a result of the audits. Audits in accordance with the applicable provisions have been completed for all required fiscal years through Until such audits have been accepted by the United States Government, there exists a contingency to refund any amount received in excess of allowable costs. Management is of the opinion that no material liability will result from such audits. I-19

22 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND PENSION PLAN Grameen Foundation USA maintains a contributory defined contribution plan under Section 401(k) of the Internal Revenue Code for all eligible U.S. employees. The Board of Directors determines the employer contributions. Currently, Grameen Foundation USA contributes 50% of each employee's contribution, up to 3% of each employee's salary. During the years ended March 31, 2016 and 2015, pension expense totaled $182,555 and $160,364, respectively. 13. FAIR VALUE MEASUREMENT In accordance with FASB ASC 820, Fair Value Measurement, Grameen Foundation USA has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Investments recorded in the Consolidated Statements of Financial Position are categorized based on the inputs to valuation techniques as follows: Level 1. These are investments where values are based on unadjusted quoted prices for identical assets in an active market Grameen Foundation USA has the ability to access. Level 2. These are investments where values are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-based valuation techniques that utilize inputs that are observable either directly or indirectly for substantially the full-term of the investments. Level 3. These are investments where inputs to the valuation methodology are unobservable and significant to the fair value measurement. Following is a description of the valuation methodology used for investments measured at fair value. There have been no changes in the methodologies used at March 31, 2016 and Mutual funds - Fair value is equal to the reported net asset value of the fund, which is the price at which additional shares can be obtained. Bonds - Fair value is based upon current yields available on comparable securities of issuers with similar ratings, the security s terms and conditions, and interest rate and credit risk. Program-related investments - These instruments do not have a readily determinable fair value. The fair values used are generally determined by an external valuation expert and are based on appraisals or other estimates that require varying degrees of judgment. Inputs used in determining fair value may include the cost and recent activity concerning the underlying investments in the funds or partnerships. I-20

23 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND FAIR VALUE MEASUREMENT (Continued) The table below summarizes, by level within the fair value hierarchy, Grameen Foundation USA's investments as of March 31, 2016: 2016 Level 1 Level 2 Level 3 Total Asset Class: Mutual funds $ 737,212 $ - $ - $ 737,212 Bonds - 702, ,425 Certificates of deposit - 3,188,831-3,188,831 Program-related investments - - 3,328,287 3,328,287 TOTAL $ 737,212 $ 3,891,256 $ 3,328,287 $ 7,956,755 The table below summarizes, by level within the fair value hierarchy, Grameen Foundation USA's investments as of March 31, 2015: 2015 Level 1 Level 2 Level 3 Total Asset Class: Mutual funds $ 2,429,158 $ - $ - $ 2,429,158 Bonds - 329, ,096 Certificates of deposit - 3,489,804-3,489,804 Program-related investments - - 3,466,272 3,466,272 TOTAL $ 2,429,158 $ 3,818,900 $ 3,466,272 $ 9,714,330 Level 3 Financial Assets The following table provides a summary of changes in fair value of Grameen Foundation USA's financial assets for the year ended March 31, 2016: Program- Related Investments Beginning balance as of April 1, 2015 $ 3,466,272 Recognition of program-related investments 440,727 Change in allowance for impairment of program-related investments (378,712) Distributions (200,000) BALANCE AS OF MARCH 31, 2016 $ 3,328,287 The following table provides a summary of changes in fair value of Grameen Foundation USA's financial assets for the year ended March 31, 2015: Program- Related Investments Beginning balance as of April 1, 2014 $ 3,477,182 Recognition of program-related investments 737,894 Change in allowance for impairment of program-related investments (748,804) BALANCE AS OF MARCH 31, 2015 $ 3,466,272 I-21

24 GRAMEEN FOUNDATION USA AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2016 AND RELATED PARTY TRANSACTIONS During the years ended March 31, 2016 and 2015, Grameen Foundation USA received several payments from Grameen-Jameel Pan-Arab Microfinance Limited, a joint-venture providing microfinance services in the Middle East, in which Grameen Foundation USA owns 50%. For the years ended March 31, 2016 and 2015, the transactions totaled $200,000 under a Management and Technical Assistance Agreement (M&TA), and $3,150 and $38,601, respectively, under other arms-length agreements for technical services. As of March 31, 2016 and 2015, the receivables totaled $300,000 and $128,725, respectively. In August 2010, Grameen Foundation USA incorporated a wholly-owned subsidiary in India, with an initial investment of $100,000. Grameen Foundation India Private Limited is a for-profit entity that operates as a social business to improve the lives of the poor and poorest. During the years ended March 31, 2016 and 2015, additional investments of $80,000 and $650,000, respectively, were made by Grameen Foundation USA. During the years end March 31, 2016 and 2015, the investment totaled $2,607,569 and $2,527,569, respectively. During the years ended March 31, 2016 and 2015, Grameen Foundation USA also paid fees to Grameen Foundation India for professional services in India totaling $398,077 and $92,530, respectively. Interorganization balances and transactions have been eliminated in the accompanying consolidated financial statements. In April 2015, Grameen Foundation USA incorporated TaroWorks LLC, a wholly-owned subsidiary in the U.S., with an initial investment of $701,075. TaroWorks mission is to provide social enterprises and non-governmental organizations working in the developing world tools to manage their field operations, staff, and business in real time. 15. REFUND OF UNSPENT GRANT FUNDS In 2013, Grameen Foundation USA entered into a $97,375 agreement with a family foundation to support the opening of an office in Nigeria. Due to changes in funding priorities and results of initial pilot projects, Grameen Foundation USA decided not to open an office and returned $73,284 in unspent funds to the donor. In 2011, Grameen Foundation USA entered into a $4.2M agreement with a foundation to develop mobile financial tools in Uganda. At the end of the project, Grameen Foundation USA had $106,277 in funds remaining on the grant and agreed to return the unspent funds to the donor. In 2011, Grameen Foundation USA entered into a $67,900 agreement with a global weather organization to develop mobile weather alert tools. Grameen Foundation USA had $16,031 in funds remaining on the grant and agreed to return the unspent funds to the donor. 16. SUBSEQUENT EVENTS In preparing these consolidated financial statements, Grameen Foundation USA and Affiliate have evaluated events and transactions for potential recognition or disclosure through August 8, 2016, the date the consolidated financial statements were issued. I-22

25 SUPPLEMENTAL INFORMATION

26 SCHEDULE 1 GRAMEEN FOUNDATION USA AND AFFILIATE CONSOLIDATING SCHEDULE OF SUPPORT AND REVENUE AND FUNCTIONAL EXPENSES FOR THE YEAR ENDED MARCH 31, 2016 Grameen Grameen Foundation USA Foundation Ghana Philippines Hong Kong Uganda Kenya Colombia Indonesia India Private Headquarters Branch Branch Branch Branch Branch Branch Branch Limited TaroWorks Consolidated SUPPORT AND REVENUE Contributions and grants $ 10,043,157 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 10,043,157 Program revenues 1,010, ,025,571 7, , , ,723 2,678,468 Government contributions 1,356, ,356,400 Interest and investment income 295, , ,926 Loan interest 56, ,128 In-kind contributions 3,748, ,748,849 TOTAL SUPPORT AND REVENUE $ 16,510,869 $ - $ - $ - $ 1,025,571 $ 7,269 $ 104,437 $ - $ 269,059 $ 264,723 $ 18,181,928 FUNCTIONAL EXPENSES Salaries $ 5,703,056 $ 604,355 $ 229,786 $ - $ 676,534 $ 256,682 $ 206,304 $ - $ 394,208 $ 408,447 $ 8,479,372 Benefits 1,333, ,612 59, ,094 70,144 99,822-9,445 85,663 2,113,272 Professional services 2,398, ,407 38,240 2, ,650 20,686 54, , ,812 3,665,813 In-Kind contributions 3,748, ,748,849 Grants 228, ,517 Travel 291, ,446 39, ,477 49,264 42,262-48,236 26,359 1,030,935 Conferences and meetings 137, ,444 9,051-15,618 4, ,761 3, ,741 Communications 68, , ,715 4,616 55,539-2, ,834 Information technology 273, ,740-3,679-10,495 17, ,310 Occupancy 547,467 51,883 12,746 2,994 72,215 31,461 26,435-15,745 12, ,907 Vehicles and equipment 225, ,767 11,097-19, , ,114 Depreciation and amortization 34, , ,092 Insurance 116,706 1, , , ,506 Office Expenses 94, , ,115 2,110 1,485-3, ,441 Advertising 88, ,765 57, (580) 148,634 Bank fees 24,322 2, ,582 2,164 5, ,715 Other 91,530 55,799 3,185-1,927 2,586 22, ,901 1, ,748 TOTAL EXPENSES $ 15,407,108 $ 1,986,518 $ 404,299 $ 5,797 $ 1,960,581 $ 501,816 $ 519,876 $ 626 $ 720,106 $ 847,073 $ 22,353,800 I-23

27 SCHEDULE 2 GRAMEEN FOUNDATION USA SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED MARCH 31, 2016 Federal Granting Agency Program Title CFDA Number Pass-Through Entity Pass- Through Entity Identifying Number Passed- Through to Subrecipients 2016 Expenditures US Agency for International Development New Alliance ICT Extension Challenge N/A - $ 151,623 $ 691,664 US Agency for International Development Cocoa Links Plus Project Michigan State University RC ,138 US Agency for International Development Support for International Family Planning Marie Stopes International AID-OAA-A GF - 274,520 US Agency for International Development Uganda Maize Value-Added Alliance Carana Corp 1793-FPC- Gram-02-14,920 Total CFDA ,623 1,067,242 US Agency for International Development Global Resilience Partnership KPMG East Africa USAID- RF/STG2/201 5/ ,446 TOTAL EXPENDITURES OF FEDERAL AWARDS $ 151,623 $ 1,311,688 REVENUE RECOGNITION U.S. Government grants $ 1,311,688 Recovery of prior year indirect cost from approved indirect rate adjustment 44,712 TOTAL REVENUE RECOGNIZED $ 1,356,400 I-24

28 GRAMEEN FOUNDATION USA SCHEDULE 2 (Continued) SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED MARCH 31, 2016 Note 1. Basis of Presentation The accompanying Schedule of Expenditures of Federal Awards (the Schedule) includes the federal award activity of the Foundation under programs of the federal government for the year ended March 31, 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 the Foundation, it is not intended to and does not present the financial position, changes in net assets or cash flows of the Foundation. Note 2. Summary of Significant Accounting Policies Expenditures reported on the Schedule are reported on the accrual basis of accounting. Such expenditures are recognized following, as applicable, either the cost principles in OMB Circular A- 122, Cost Principles for Non-Profit Organizations, or the cost principles contained in Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), wherein certain types of expenditures are not allowable or are limited as to reimbursement. Negative amounts shown on the Schedule represent adjustments or credits made in the normal course of business to amounts reported as expenditures in prior years. The Foundation has elected not to use the 10-percent de minimis indirect cost rate as allowed under the Uniform Guidance. I-25

29 SCHEDULE 3 GRAMEEN FOUNDATION USA SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED MARCH 31, 2016 Section I - Summary of Auditor's Results Financial Statements 1). Type of auditor's report issued: Unmodified 2). Internal control over financial reporting: Material weakness(es) identified? Yes No Significant deficiency(ies) identified that are not considered to be material weakness(es)? Yes None Reported 3). Noncompliance material to financial statements noted? Yes No Federal Awards 4). Internal control over major programs: Material weakness(es) identified? Yes No Significant deficiency(ies) identified that are not considered to be material weakness(es)? Yes None Reported 5). Type of auditor's report issued on compliance for major programs: Unmodified 6). Any audit findings disclosed that are required to be reported in accordance with 2 CFR (a)? Yes No 7). Identification of major programs: Federal Program Title Pass-Through Entity CFDA Number Expenditures New Alliance ICT Extension Challenge N/A $ 691,664 HESN Global Food Security Innovation Center Michigan State University $ 86,138 Support for International Family Planning Marie Stopes International $ 274,520 Uganda Maize Value-Added Alliance Carana Corp $ 14,920 8). Dollar threshold used to distinguish between Type A and Type B programs: $750,000 9). Auditee qualified as a low-risk auditee? Yes No I-26

30 GRAMEEN FOUNDATION USA SCHEDULE 3 (Continued) SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED MARCH 31, 2016 Section II - Financial Statement Findings There were no reportable findings. Section III - Federal Award Findings and Questioned Costs (2 CFR (a)) Finding : Procurement Federal Program: CFDA Criteria or Specific Requirement: Procedures articulated in 2 CFR , requires that for all procurement of goods and services, some form of cost or price analysis shall be made and documented in the procurement files in connection with every procurement action. Condition: The Foundation does not consistently follow its own internal procurement policy, as we noted three instances where it had failed to document its competitive bid process by obtaining quotations. Additionally, for certain items in which various bids were obtained, we noted that a documented bid analysis and selection process did not accompany the documentation. Our audit procedures consisted of substantive testwork over a sample of consultants and vendors that were selected based on a threshold. We consider our sample to be representative of the population. Context: The Foundation is not in compliance with internal policy and Federal requirements. Effect: Without proper procurement documentation, there is a risk that the Foundation will not perform proper evaluation of each element of cost to determine reasonableness. Cause: The Foundation did not consistently follow internal policy of obtaining bids/quotes and document conclusion process. Questioned Costs: None noted Identification as a Repeat Finding, if Applicable: N/A Recommendation: We recommend all procurement records for purchases in excess of the purchase threshold include the following, at a minimum: (a) basis for contractor/goods selection or (b) justification for lack of competition when competitive bids or offers are not obtained. Additionally, the conclusion should be clearly documented and accompany the procurement documentation. Without proper procurement documentation, there is a risk that the Foundation will not perform proper evaluation of each element of cost to determine reasonableness. Views of Responsible Officials and Planned Corrective Actions: We agree that adherence to our internal procurement policy has been inadequate in FY16. Over the next month, our finance and legal teams will be finalizing an updated procurement policy in compliance with 2 CFR 200. In addition, we will create and implement an associated refresher training on procurement (including how to properly document vendor selection) that we'll be providing to each budget manager. Our leadership team and country directors will also be held accountable on performance reviews for any procurement lapses. Responsible Official: Chief Financial Officer Anticipated Completion Date: September 30, 2016 I-27

31 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 Auditor s Report To the Board of Directors Grameen Foundation USA 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 Grameen Foundation USA (the Foundation) as of and for the year ended March 31, 2016, and the related notes to the financial statements, which collectively comprise the Foundation's basic financial statements, and have issued our report thereon dated August 8, Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the Foundation'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 opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Foundation's internal control. Accordingly, we do not express an opinion on the effectiveness of the Foundation'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 Foundation'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 MONTGOMERY AVENUE SUITE 650 NORTH BETHESDA, MARYLAND (301) FAX (301) MEMBER OF CPAMERICA INTERNATIONAL, AN AFFILIATE OF HORWATH INTERNATIONAL MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS' PRIVATE COMPANIES PRACTICE SECTION II-1

32 Compliance and Other Matters As part of obtaining reasonable assurance about whether the Foundation'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. 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 entity 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 entity s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. August 8, 2016 II-2

33 REPORT ON COMPLIANCE FOR EACH MAJOR FEDERAL PROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY TITLE 2 U.S. CODE OF FEDERAL REGULATIONS (CFR) PART 200, UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS (UNIFORM GUIDANCE) To the Board of Directors Grameen Foundation USA and Affiliate Washington, D.C. Independent Auditor's Report Report on Compliance for Each Major Federal Program We have audited the Grameen Foundation USA and Affiliate'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 the Foundation's major federal programs for the year ended March 31, The Foundation's major federal programs are identified in the summary of auditor s results section of the accompanying Schedule of Findings and Questioned Costs. Management s Responsibility Management is responsible for compliance with the federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor s Responsibility Our responsibility is to express an opinion on compliance for each of the Foundation'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 the Foundation'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 the Foundation's compliance. Opinion on Each Major Federal Program In our opinion, the Foundation 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 year ended March 31, MONTGOMERY AVENUE SUITE 650 NORTH BETHESDA, MARYLAND (301) FAX (301) MEMBER OF CPAMERICA INTERNATIONAL, AN AFFILIATE OF HORWATH INTERNATIONAL MEMBER OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS' PRIVATE COMPANIES PRACTICE SECTION III-1

34 Other Matters The results of our auditing procedures disclosed an instance of noncompliance, which are required to be reported in accordance with the Uniform Guidance and which are described in the accompanying Schedule of Findings and Questioned Costs as item Our opinion on each major federal program is not modified with respect to these matters. The Foundation's response to the noncompliance finding identified in our audit is described in the accompanying Schedule of Findings and Questioned Costs. The Foundation's response was not subjected to the auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. Report on Internal Control Over Compliance Management of the Foundation 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 the Foundation'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 the Foundation'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 and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, we identified certain deficiencies in internal control over compliance, as described in the accompanying Schedule of Findings and Questioned Costs as item , that we consider to be a significant deficiency. The Foundation's response to the internal control over compliance finding identified in our audit is described in the accompanying Schedule of Findings and Questioned Costs. The Foundation's response was not subjected to the auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response. III-2

35 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. August 8, 2016 III-3

36 August In accordance with Title 2 CFR 200 Uniform Administrative Requirements, Cost Principles and Audit Requirements under Section , Audit Findings follow up, the following detail the summary of current year audit findings with corrective action plan. Financial Statement Findings under GAGAS: Audit Finding Criteria or Specific Requirement: Procedures articulated in 2 CFR , requires that for all procurement of goods and services, some form of cost or price analysis shall be made and documented in the procurement files in connection with every procurement action. Condition: The Foundation does not consistently follow its own internal procurement policy, as we noted three instances where it had failed to document its competitive bid process by obtaining quotations. Additionally, for certain items in which various bids were obtained, we noted that a documented bid analysis and selection process did not accompany the documentation. Our audit procedures consisted of substantive testwork over a sample of consultants and vendors that were selected based on a threshold. We consider our sample to be representative of the population. Auditor Recommendation: We recommend all procurement records for purchases in excess of the purchase threshold include the following, at a minimum: (a) basis for contractor/goods selection or (b) justification for lack of competition when competitive bids or offers are not obtained. Additionally, the conclusion should be clearly documented and accompany the procurement documentation. Without proper procurement documentation, there is a risk that the Foundation will not perform proper evaluation of each element of cost to determine reasonableness. Planned Corrective Actions: We agree that adherence to our internal procurement policy has been inadequate in FY16. Over the next month, our finance and legal teams will be finalizing an updated procurement policy in compliance with 2 CFR 200. In addition, we will create and implement an associated refresher training on procurement (including how to properly document vendor selection) that we'll be providing to each