FINANCIAL STATEMENTS WITH INDEPENDENT AUDITOR S REPORT. Year Ended June 30, 2014 (With Summarized Comparative Totals for 2013)

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1 FINANCIAL STATEMENTS WITH INDEPENDENT AUDITOR S REPORT Year Ended (With Summarized Comparative Totals for 2013)

2 TABLE OF CONTENTS Page Independent Auditor s Report Financial Statements: Statement of Financial Position... 3 Statement of Activities... 4 Statement of Cash Flows... 5 Notes to Financial Statements

3 INDEPENDENT AUDITOR S REPORT To the Board of Directors Pivot Learning Partners San Francisco, California Report on the Financial Statements We have audited the accompanying financial statements of Pivot Learning Partners (the Organization), which comprise the statement of financial position as of, and the related statements of activities and cash flows for the year 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. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4 To the Board of Directors Pivot Learning Partners Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pivot Learning Partners as of, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Summarized Comparative Information We have previously audited the Organization s 2013 financial statements, and our report dated November 11, 2013 expressed an unmodified opinion on those financial statements. In our opinion, the summarized comparative information presented herein as of and for the year ended June 30, 2013, is consistent, in all material respects, with the audited financial statements from which it has been derived. San Francisco, California October 6,

5 STATEMENT OF FINANCIAL POSITION (With Summarized Comparative Totals for 2013) ASSETS Cash and cash equivalents $ 396,343 $ 429,504 Accounts receivable 817, ,696 Accrued interest 14,381 16,611 Grants receivable 310, ,000 Prepaid expenses 85,732 65,855 Investments 2,146,443 2,336,857 Cash held for collateral 40,000 - Property and equipment, net 53,822 89,352 Deposits 17,400 17,400 Total assets $ 3,881,588 $ 4,285,275 LIABILITIES AND NET ASSETS Liabilities: Accounts payable and accrued expenses $ 435,798 $ 351,058 Deferred revenue 493, ,815 Commitments Total liabilities 929, ,873 Net assets: Unrestricted 2,289,454 2,772,613 Temporarily restricted 663, ,789 Total net assets 2,952,562 3,537,402 Total liabilities and net assets $ 3,881,588 $ 4,285,275 See notes to financial statements. 3

6 STATEMENT OF ACTIVITIES Year Ended (With Summarized Comparative Totals for 2013) Temporarily Unrestricted Restricted Total Total Revenue, gains (losses), and other support: Program fees $ 5,851,140 $ - $ 5,851,140 $ 5,729,405 Grants 766, ,805 1,093,000 1,682,000 Contributions and gifts 253, , ,025 Investment income 33,536-33,536 39,975 Net realized gains 10,032-10,032 13,471 Miscellaneous (211) - (211) 607 Net unrealized gain (loss) 20,271-20,271 (23,114) Net assets released from restrictions 428,486 (428,486) - - Total revenue, gains (losses), and other support 7,363,099 (101,681) 7,261,418 7,678,369 Expenses: Salaries, payroll taxes, and benefits 5,976,988-5,976,988 6,069,376 Travel 607, , ,515 Consultants 330, , ,875 Facility 219, , ,129 Outside services 159, , ,349 Meetings 128, ,618 56,090 Communications 95,887-95,887 79,555 Supplies and materials 88,161-88,161 74,251 Leased equipment 74,773-74,773 70,924 Printing and graphics 71,159-71,159 41,187 Depreciation 57,877-57,877 54,152 Fees, dues, and subscriptions 23,767-23,767 30,452 Investment management fees 11,917-11,917 13,138 Total expenses 7,846,258-7,846,258 7,873,993 Change in net assets (483,159) (101,681) (584,840) (195,624) Net assets: Beginning of year 2,772, ,789 3,537,402 3,733,026 End of year $ 2,289,454 $ 663,108 $ 2,952,562 $ 3,537,402 See notes to financial statements. 4

7 STATEMENT OF CASH FLOWS Year Ended (With Summarized Comparative Totals for 2013) Cash flows from operating activities: Change in net assets $ (584,840) $ (195,624) Adjustments to reconcile change in net assets to net cash used by operating activities: Net unrealized and realized loss (gain) on investments (30,303) 9,643 Depreciation 57,877 54,152 (Increase) decrease in assets: Accounts receivable (34,771) (225,750) Accrued interest 2,230 7,647 Grants receivable 237,000 (114,000) Prepaid expenses (19,877) 21,497 Increase (decrease) in liabilities: Accounts payable and accrued expenses 84,740 10,970 Deferred revenue 96,413 (33,447) Net cash used by operating activities (191,531) (464,912) Cash flows from investing activities: Cash held for collateral (40,000) - Purchase of investments (963,858) (1,484,368) Proceeds from sale or maturity of investments 1,184,575 1,585,880 Purchase of property and equipment (22,347) (11,282) Net cash provided by investing activities 158,370 90,230 Net decrease in cash and cash equivalents (33,161) (374,682) Cash and cash equivalents: Beginning of year 429, ,186 End of year $ 396,343 $ 429,504 See notes to financial statements. 5

8 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Purpose and Organization Pivot Learning Partners (Pivot) serves school districts on a fee-for-service basis and operates programs in the San Francisco Bay Area, Northern California, the Central Valley, and the greater Los Angeles area. Pivot offers its clients the opportunity to create a customized program of support by drawing from the following four areas: Coaching: Pivot offers on-site coaching to school and district leaders. The focus of these services is on assisting clients with implementation of organizational and leadership best practices that have the potential to improve the quality of instruction in their schools and districts. Professional Development: Pivot offers professional development in nine identified best practices areas. Clients access these services on an on-demand basis in their organizational settings or attend workshops and seminars that focus on one or more of these areas. Pivot also conducts a variety of studies designed to contribute to the knowledge base about how to improve schools. Organizational development and redesign: Pivot offers its clients consulting, coaching and technical assistance support to improve and, as needed, redesign organizational processes in school districts. Focus areas include budgeting, human resources, central office operations, school quality assurance, and family and community partnerships. These services are offered through Pivot s research and development arm, the District Redesign Workshop. Tools and Materials: Pivot supplements its services by offering its clients and others a variety of tools and materials that range from research reports to software. The core competencies that characterize Pivot are: (1) translating research into practice; (2) teaching continuous improvement processes; (3) fostering professional learning communities; and (4) coaching for both leadership development and organizational change. Pivot s mission statement reads: Our mission is to revitalize public education by developing the leaders and building the education organizations of the future. Basis of Accounting Pivot prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), which involves the application of accrual accounting; consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. 6

9 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Classification of Net Assets Pivot reports information regarding its financial position and activities according to three classes of net assets: unrestricted, temporarily restricted, and permanently restricted. Accordingly, net assets are classified and reported as described below: Unrestricted: Those net assets and activities which represent the portion of expendable funds that are available to support Pivot s operations. A portion of these net assets may be designated by the Board of Directors for specific purposes. Temporarily Restricted: Those net assets and activities which are donor-restricted for (a) support of specific operating activities; (b) investment for a specified term; (c) use in a specified future period; or (d) acquisition of long-lived assets. Permanently Restricted: Those net assets and activities which are permanently donor-restricted for holdings of (a) assets donated with stipulations that they be used for a specified purpose, be preserved, and not be sold; or (b) assets donated with stipulations that they be invested to provide a permanent source of income. As of, and for the year then ended, Pivot did not have net assets meeting the definition of permanently restricted. Estimates The preparation of financial statements in conformity with U.S. GAAP 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. Cash and Cash Equivalents Pivot considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Receivables and Credit Policies Accounts receivable are uncollateralized obligations and are stated at the amount billed to the customer plus any accrued and unpaid interest. Accounts receivable are due under normal trade terms requiring payment within 60 days from the invoice date. Customer account balances with invoices dated over 60 days old are considered delinquent. Interest continues to accrue on delinquent accounts until the age of the invoice exceeds one year, at which time the account is placed on nonaccrual status. Interest accruals cease and do not resume unless the account ceases to be classified as delinquent. 7

10 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Receivables and Credit Policies (Continued) Payments of accounts receivable are allocated to specific invoices identified on the customer s remittance advice or, if unspecified, are applied to the earliest unpaid invoices. Grants receivable are recorded when Pivot is notified that it has been awarded the funds. Grants receivable which are scheduled to be received after one year are discounted at rates commensurate with the risks involved. Amortization of the discount is recorded as additional grant revenue in accordance with grantor imposed restrictions, if any, on the grants. Pivot uses the allowance method to account for uncollectible receivables. In management s opinion, receivables are fully collectible, and no allowance is considered necessary. Investments Marketable investments in equity and debt securities are carried at fair value based upon quoted market prices. Substantially all of Pivot s investments have readily determined market prices or are traded on national exchanges. Accordingly, such markets or exchanges determine market prices. Pivot s Finance Committee is responsible for establishing investment criteria and overseeing its investments. Property and Equipment Pivot capitalizes acquisitions of property and equipment with a cost or value in excess of $1,000 and with an estimated useful life beyond one year. Purchased assets are recorded at cost; donated assets are recorded at estimated fair value or appraised value at the date of acquisition. Depreciation is calculated using the straight-line method based upon estimated useful lives ranging from 3 to 5 years. Leasehold improvements are amortized over the shorter of the asset life or the lease term. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. The cost and accumulated depreciation of assets sold or retired are removed from the respective accounts and any gain or loss is reflected in the statement of activities. Deferred Revenue Deferred revenue results from Pivot recognizing program revenue in the period in which the related service is performed. Accordingly, program revenue received for the 2014/15 fiscal year is deferred until such service is performed. 8

11 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Revenue Recognition Contributions Pivot recognizes all contributions in the year of receipt, regardless of compliance with restrictions. Contributions without donor-imposed restrictions are reported as unrestricted support. Contributions with donor-imposed restrictions are reported as either temporarily restricted or permanently restricted support, depending upon the type of restriction. Contributions with donor-imposed restrictions and investment income generated from such investments that are complied with in the year of receipt are reported as unrestricted support. The satisfaction of a donor-imposed restriction on a contribution is recognized when the corresponding expenditures are incurred or when the time restriction expires. This occurs by increasing one class of net assets and decreasing another in the statement of activities. Such transactions are recorded as net assets released from restrictions and are reported separately from other transactions. Contributed Goods and Services Donated material and equipment are recorded as contributions at their estimated value on the date of receipt. Such donations are reported as unrestricted support unless the donor has restricted the donated asset to a specific purpose. Assets donated with explicit restrictions regarding their use are reported as restricted support. Absent donor stipulations regarding how long those donated assets must be maintained, Pivot reports expirations of donor restrictions when the donated or acquired assets are placed in service as instructed by the donor. Pivot reclassifies temporarily restricted net assets to unrestricted net assets at that time. Pivot records contribution revenue for certain services received at the fair value of those services, if the services (a) create or enhance nonfinancial assets, or (b) require specialized skills, are provided by individuals possessing those skills, and would be purchased if not donated. For the year ended, there were no contributed services that would materially impact the financial statements as presented. Investment Income Realized and unrealized gains and losses and investment income (losses) derived from investment transactions are included as income in the year earned. 9

12 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income Taxes Pivot has been granted tax-exempt status from federal and California income taxes under the provisions of 501(c)(3) of the Internal Revenue Code (IRC) and 23701d of the California Revenue and Taxation Code. As a result, the Pivot is exempt from paying any income taxes, and thus no provision for income taxes has been reflected in these financial statements. In addition, there was no unrelated business tax for the year ended. Pivot has adopted the accounting standard on accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return and requires the affirmative evaluation that is more-likely-than-not, based on the technical merits of a tax position, that an organization is entitled to economic benefits resulting from tax positions taken in income tax returns. For tax exempt entities, favorable tax status itself is deemed to be an uncertainty, as events could potentially occur to jeopardize their tax-exempt status. If a tax position does not meet the more-likely-than-not recognition threshold, the benefit of that position is not recognized in the financial statements. Pivot s evaluation on revealed no tax positions that would have a material impact on the financial statements. The 2010 through 2013 tax years remain subject to examination by the Internal Revenue Service. In addition, the 2009 through 2013 tax years remain subject to examination by the California Franchise Tax Board. Pivot does not believe that any reasonably possible changes will occur within the next twelve months that will have a material impact on the financial statements. Concentrations of Risk Financial Instruments Financial instruments which potentially subject Pivot to concentrations of credit risk consist principally of cash and cash equivalents, receivables, and investments. Pivot maintains its cash in various bank deposit accounts which, at times, may exceed federally insured limits. Pivot has not experienced any losses in such accounts and attempts to limit its credit risk associated with cash equivalents and investments by utilizing outside investment managers to place Pivot s investments with highly rated corporate and financial institutions. Management believes that it is not exposed to any significant credit risk related to concentrations. Certificate of Deposit Account Registry Service (CDARS) Pivot participates in a financial institution s Certificate of Deposit Account Registry Service (CDARS). CDARS insures all certificates of deposit with the Federal Deposit Insurance Corporation (FDIC). The insurance is accomplished by the financial institution purchasing certificates of deposit from several banks, each certificate held having a balance of less than $250,000, the maximum insurance coverage. 10

13 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Comparative Financial Information The financial statements include certain prior year summarized comparative information in total but not by net asset class. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with Pivot s financial statements for the year ended June 30, 2013, from which the summarized information was derived. Recent Accounting Pronouncements The Financial Accounting Standards Board (FASB) has issued the following Accounting Standards Updates (ASU) that were in transition for implementation during the year ended or are applicable to future periods. New Accounting Standards Adopted ASU No , Statement of Cash Flows (Topic 230)-Not-for-Profit Entities: Classification of the Sale Proceeds of Donated Financial Assets in the Statement of Cash Flows (a consensus of the FASB Emerging Issues Task Force). In accordance with ASU No , not-for-profit entities are required to classify as operating cash flows receipts from the sale of donated financial assets, unless the donor has restricted the use of the contributed securities to long-term purposes, in which case, the cash receipts should be classified as financing cash flows. Cash receipts from the sale of all other donated securities must be classified as investing cash flows. The effective date of the guidance, to be applied prospectively, was for cash received from the sale of donated assets in fiscal years, and interim periods within such years, beginning after June 15, Since this new guidance only amends the disclosure requirements, it will not have a material impact on the Pivot s financial statements. New Accounting Standard to be Adopted ASU , Revenue from Contracts with Customers (Topic 606), and its international counterpart, IFRS 15, provide new, globally applicable converged guidance concerning recognition and measurement of revenue. In addition, significant additional disclosures are required about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, and will replace virtually all existing revenue guidance, including most industry-specific guidance. ASU No is applicable for annual reporting periods beginning after December 15, Management has not evaluated the impact of this new guidance. 11

14 2. FAIR VALUE MEASUREMENTS Financial assets and liabilities carried at fair value have been classified, for disclosure purposes, based on a hierarchy that gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset s or a liability s classification is based on the lowest level input that is significant to its measurement. For example, a Level 3 fair value measurement may include inputs that are both observable (Levels 1 and 2) and unobservable (Level 3). The levels of the fair value hierarchy are as follows: Level 1 Values are unadjusted quoted prices for identical assets and liabilities in active markets accessible at the measurement date. Level 2 Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are observable or can be corroborated by market data for the term of the instrument. Such inputs include market interest rates and volatilities, spreads, and yield curves. Level 3 Certain inputs are unobservable (supported by little or no market activity) and significant to the fair value measurement. Unobservable inputs reflect Pivot s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. Corporate Bonds, Foreign Bonds, Municipal Bonds, U.S. Government Securities and Commercial Paper: Valued at the closing price reported on the active market on which the individual securities are traded. The preceding methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table provides information as of about financial assets measured at fair value on a recurring basis: Description Total Level 1 Level 2 Level 3 Corporate bonds $ 950,743 $ 950,743 $ - $ - Foreign bonds 231, ,375 Municipal bonds 161, ,358 U.S. Government and Agency 725, ,062 Commercial paper 77,905 77,905 Total assets at fair value $ 2,146,443 $ 2,146,443 $ - $ - 12

15 2. FAIR VALUE MEASUREMENTS (CONTINUED) Management reviews the fair value hierarchy classification on an annual basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. Pivot s policy is to recognize transfers in and transfers out as of the actual date of the event or change in circumstance that caused the transfer. Pivot had no transfers into or out of levels of the fair value hierarchy during the year ended. 3. GRANTS RECEIVABLE Grants receivable at consist of the following: Due in Less Due in 1 to 5 Than 1 Year Years Total Temporarily restricted: Businesss expansion $ 250,000 $ - $ 250,000 Policy 60,000-60,000 $ 310,000 $ - $ 310,000 One donor comprises approximately 81% of grants receivable at. 4. PROPERTY AND EQUIPMENT Property and equipment at consist of the following: Computer equipment $ 138,122 Equipment, furniture, and fixtures 96,250 Leasehold improvements 17, ,136 Less accumulated depreciation (198,314) $ 53,822 For the year ended, depreciation expense was $57, DEFERRED REVENUE Deferred revenue at in the amount of $493,228 represents program revenue received for the 2014/15 fiscal year. 13

16 6. UNRESTRICTED NET ASSETS Unrestricted net assets at are as follows: Net investment in property and equipment $ 53,822 Board designated - cash held as collateral 40,000 Undesignated 2,195,632 $ 2,289, TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets at may be expended for: Biz Expansion and inherent time restriction $ 250,000 Common Core Standards 200,806 Planning, Budgeting, and Accountability for Resources 75,000 Central Office Service Quality (COSQ) 73,000 Policy and inherent time restriction 60,000 Algebra Network 4,303 $ 663, NET ASSETS RELEASED FROM RESTRICTIONS Net assets were released from restrictions by incurring expenses satisfying the restricted purposes or by the occurrence of other events specified by donors during the year ended as follows: Common Core Standards $ 188,000 Planning, Budgeting, and Accountability for Resources 174,862 EL Network 59,124 School Coaching 6,500 $ 428,486 14

17 9. RETIREMENT PLANS Pivot established a defined contribution retirement plan under 403(b) of the IRC for eligible employees, sponsored through the Teachers Insurance and Annuity Association/College Retirement Equities Fund (TIAA/CREF). Eligible employees are employees who have completed 1,000 hours of service within a 12 month period of their employment. Pivot contributes 5% of qualifying salaries to the plan. In addition, all eligible employees may make voluntary contributions by salary reduction to the plan, up to the limit allowed by law. Total employer contributions made to the plan were $58,950 for the year ended June 30, COMMITMENTS Pivot is obligated under a noncancelable operating lease agreement for its facilities. The operating lease agreement expires December 31, 2017, and may be extended with one five-year option. As part of its current lease agreement, Pivot received an initial three months of free rent, valued at $48,400. This benefit is being amortized over the life of the lease. The remaining balance of deferred rent in the amount of $24,207 is included in accounts payable and accrued expenses. Pivot leases office equipment with monthly lease payments ranging from $265 to $5,154. The following is a schedule of minimum lease commitments for the years ending June 30: Facility Lease Equipment Leases Total $ 208,780 $ 76,632 $ 285, ,372 75, , ,168 73, , ,982 18, ,345 $ 962,286 $ 244,019 $ 1,001,321 For the year ended, office lease expense was $198,072 and equipment lease expense was $74,773. In January 2014, Pivot awarded its former Executive Director with a deferred compensation arrangement in the amount of $100,000. This arrangement calls for four annual payments of $25,000, and is recorded under accounts payable and accrued expenses. 11. SUBSEQUENT EVENTS Pivot has evaluated all subsequent events through October 6, 2014, the date the financial statements were available to be issued. 15