THE CONNECTICUT PLAYERS FOUNDATION, INC. D/B/A LONG WHARF THEATRE FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION JUNE 30, 2016 AND 2015

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1 FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION

2 TABLE OF CONTENTS Independent Auditor s Report Page Financial Statements Statements of Financial Position... 3 Statements of Activities... 4 Statements of Cash Flows... 5 Notes to Financial Statements Supplemental Information Independent Auditor s Report on Supplemental Information Schedule of Functional Expenses... 22

3 INDEPENDENT AUDITOR S REPORT To the Board of Trustees of The Connecticut Players Foundation, Inc. d/b/a Long Wharf Theatre We have audited the accompanying financial statements of The Connecticut Players Foundation, Inc. d/b/a Long Wharf Theatre (a not-for-profit corporation) (the Organization ), which comprise the statement of financial position as of June 30, 2016, 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 of 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 auditor s 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 Organization 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 Organization 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 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Connecticut Players Foundation, Inc. d/b/a Long Wharf Theatre as of June 30, 2016, 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. Prior Period Financial Statements The financial statements for the year ended June 30, 2015, were audited by Fried and Kowgios Partners CPA s LLP, who merged with WithumSmith+Brown, PC effective August 1, 2016, and they expressed an unmodified opinion on the statements in their report dated October 12, No auditing procedures have been performed with respect to the June 30, 2015 financial statements since that date. WithumSmith+Brown, PC New York, New York December 1, 2016

5 3 STATEMENTS OF FINANCIAL POSITION TEMPORARILY PERMANENTLY TEMPORARILY PERMANENTLY UNRESTRICTED RESTRICTED RESTRICTED TOTAL UNRESTRICTED RESTRICTED RESTRICTED TOTAL Assets Current Assets Cash and cash equivalents $ 108,737 $ 87,530 $ 15,000 $ 211,267 $ 71,087 $ 43,774 $ - $ 114,861 Accounts receivable 24, ,212 28, ,231 Unconditional promises to give 35, , , , ,265 9, , ,765 Interfund borrowing (502,158) - 502,158 - (502,158) - 502,158 - Prepaid expenses and other current assets 161, , , ,448 Total Current Assets (172,179) 477, ,158 1,197,509 87,873 52, , ,305 Investments (76,363) - 12,178,709 12,102,346-3,484,561 11,549,709 15,034,270 Unconditional promises to give , ,515 Property and equipment, at cost, net of accumulated depreciation 2,518, ,518,200 2,942, ,942,542 Security deposits 11, ,567 11, ,567 Total Assets $ 2,281,225 $ 477,530 $ 13,070,867 $ 15,829,622 $ 3,041,982 $ 3,537,335 $ 12,756,882 $ 19,336,199 Liabilities and Net Assets Liabilities Current Liabilities Lines of credit and loan payable $ 241,000 $ - $ - $ 241,000 $ 1,110,000 $ - $ - $ 1,110,000 Accounts payable and accrued expenses 118, , , ,823 Advance subscription revenue 1,037, ,037, , ,575 Unredeemed gift certificates 25, ,455 19, ,391 Total Current Liabilities 1,422, ,422,936 2,138, ,138,789 Lines of credit and loan payable , ,917 Total Liabilities 1,422, ,422,936 2,534, ,534,706 Commitments and contingencies Net Assets Unrestricted 858, , , ,276 Temporarily Restricted - 477, ,530-3,537,335-3,537,335 Permanently Restricted ,070,867 13,070, ,756,882 12,756,882 Total Net Assets 858, ,530 13,070,867 14,406, ,276 3,537,335 12,756,882 16,801,493 Total Liabilities and Net Assets $ 2,281,225 $ 477,530 $ 13,070,867 $ 15,829,622 $ 3,041,982 $ 3,537,335 $ 12,756,882 $ 19,336,199 See notes to financial statements.

6 4 STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED TEMPORARILY PERMANENTLY TEMPORARILY PERMANENTLY UNRESTRICTED RESTRICTED RESTRICTED TOTAL UNRESTRICTED RESTRICTED RESTRICTED TOTAL Public Support and Other Revenue Public Support Governments $ 93,387 $ - $ - $ 93,387 $ 99,689 $ 6,274 $ - $ 105,963 Foundations 822, ,000 48,985 1,236, ,709 46, ,515 1,849,724 Corporations 112,484 2, , , ,727 Individuals and family foundations 523, ,030 15, , ,969-54, ,123 Fundraising benefits 261, , , ,258 Less: direct costs of fundraising benefits (93,796) - - (93,796) (86,026) - - (86,026) Spending policy distribution 2,771,835 (3,021,835) 250, ,172 - (614,172) - Donated services and materials 122, , , ,248 Net assets released from restrictions Foundations 36,500 (36,500) ,167 (479,167) - - Governments 6,274 (6,274) ,000 (13,000) - - Corporations ,000 (55,000) - - Individuals and family foundations ,985 (20,985) - - Total Public Support 4,656,835 (2,597,079) 313,985 2,373,741 3,350,898 (515,378) 433,497 3,269,017 Other Revenue Box office revenue 2,237, ,237,301 2,181, ,181,851 Enhancements and co-productions 406, , , ,687 Rental income 52, ,170 70, ,883 Workshops and tuition income 27, ,039 35, ,090 Concession income, net of expenses 15, ,475 17, ,041 Royalty income , ,039 Investment income (loss), net (77,442) (462,726) - (540,168) - 698, ,172 1,312,629 Miscellaneous income 19, ,709 43, ,226 Total Other Revenue 2,680,412 (462,726) - 2,217,686 2,520, , ,172 3,833,446 Total Public Support and Other Revenue 7,337,247 (3,059,805) 313,985 4,591,427 5,871, ,079 1,047,669 7,102,463 Expenses Program Services 5,572, ,572,133 5,258, ,258,648 Supporting Services Management and General 778, , , ,492 Fundraising 635, , , ,358 Total Supporting Services 1,414, ,414,101 1,452, ,452,850 Total Expenses 6,986, ,986,234 6,711, ,711,498 Increase (decrease) in net assets 351,013 (3,059,805) 313,985 (2,394,807) (839,783) 183,079 1,047, ,965 Net assets, beginning of year 507,276 3,537,335 12,756,882 16,801,493 1,347,059 3,354,256 11,709,213 16,410,528 Net Assets, End of Year $ 858,289 $ 477,530 $ 13,070,867 $ 14,406,686 $ 507,276 $ 3,537,335 $ 12,756,882 $ 16,801,493 See notes to financial statements.

7 5 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED Cash Flows From Operating Activities Increase (Decrease) in net assets $ (2,394,807) $ 390,965 Adjustments to reconcile increase (decrease) in net assets to net cash used by operating activities: Depreciation expense 453, ,406 Donated securities (51,490) (109,163) Realized loss on sale of donated securities 1,079 1,188 Bad debt expense 3,695 - Change in discount for present value of unconditional promises (46,485) 22,778 Community Foundation's activities: Realized gain on sale of investments (2,494,997) (1,278,924) Reinvested interest and dividends (125,949) (364,421) Unrealized loss on investments 3,025, ,373 Investment management fees 134, ,155 (Increase) Decrease in: Accounts receivable 4,019 (24,750) Unconditional promises to give 320, ,153 Prepaid expenses and other current assets (34,759) 32,548 Security deposits - (600) Increase (Decrease) in: Accounts payable and accrued expenses (41,215) (39,723) Advance subscription revenue 188,298 (168,031) Unredeemed gift certificates 6,064 1,848 Net Cash Used By Operating Activities (1,052,713) (478,198) Cash Flows From Investing Activities Purchases of leasehold improvements and equipment (29,210) (78,838) Proceeds from sale of donated securities 50, ,975 Transfers to Community Foundation (379,000) (342,654) Community Foundation distribution 2,771, ,360 Certificate of deposit redeemed - 10,677 Net Cash Provided By Investing Activities 2,414, ,520 Cash Flows From Financing Activities Draw downs under lines of credit and loan 631,000 1,700,000 Repayments under lines of credit and loan (1,895,917) (1,571,895) Net Cash Provided (Used) By Financing Activities (1,264,917) 128,105 Net increase (decrease) in cash and cash equivalents 96,406 (37,573) Cash and cash equivalents, beginning of year 114, ,434 Cash and Cash Equivalents, End of Year $ 211,267 $ 114,861 Supplemental Disclosure Interest paid $ 39,392 $ 45,723 See notes to financial statements.

8 6 Note 1 - Organization and Summary of Significant Accounting Policies a - Organization The Connecticut Players Foundation, Inc. d/b/a Long Wharf Theatre (the Organization ) is a not-for-profit corporation located in New Haven, Connecticut. Founded in 1965, Long Wharf Theatre s mission is to create theatre of the highest quality that inspires discourse and reflection about each of us and the world in which we live. An internationally renowned organization and a leader in American theatre, Long Wharf produces fresh and imaginative revivals of classic and modern plays and musicals, rediscoveries of neglected works, and a variety of world and American premieres, which have resulted in the transfer of over thirty productions to Broadway and Off-Broadway. Honored with the Tony Award for Outstanding Regional Theatre, Long Wharf produces an annual season of six plays on two stages, along with new play workshops, extensive education programs, and special events. b - Basis of Accounting The financial statements of the Organization have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables, and other liabilities. c - Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. d - Fair Value Measurements The Organization's investments are managed by The Community Foundation for Greater New Haven (the "Community Foundation"). The Community Foundation is required to measure the fair value of its assets and liabilities under a threelevel hierarchy. In addition, The Community Foundation has decided to adopt in fiscal year 2015, on an early basis, ASU Topic 820, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent), as issued by the Financial Accounting Standards Board. In summary, ASU Topic 820 is a practical expedient to measure the fair value of certain investments that utilize a net asset value rather than categorized under the fair value hierarchy. For those investments that do not utilize a net asset value methodology (or its equivalent), The Community Foundation will continue to measure the fair value under the three-level hierarchy, as follows: Level 1: Observable inputs from quoted market prices for identical assets or liabilities to which the Community Foundation has independent access at the measurement date.

9 7 Note 1 - Summary of Significant Accounting Policies (continued) d - Fair Value Measurements (continued) Level 2: Observable inputs based on direct quoted market prices or indices for the asset or liability, either directly or indirectly, or can be corroborated by observable inputs and market data, and the Community Foundation has the ability to redeem the asset in the near term (within 90 days) subsequent to the measurement date. Level 3: Prices, which may be based on an underlying quoted market price, observable input and/or market data contained in Level 1 and Level 2, which also requires significant judgment on observable inputs by the investee as to the net asset value per share or unit of the Community Foundation s ownership interest in the partners capital, and where redemption would be available in a period of more than 90 days from the measurement date. Valuation methodologies include, but are not limited to, discounted cash flow analysis, comparable asset analysis, third-party appraisals, third-party pricing services and other applicable indices. Where: Observable inputs reflect the market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and from independent sources that are actively involved in the relevant markets, and include assumptions made in pricing and valuations of the asset or liability that are developed from sources independent of the Community Foundation; and Unobservable inputs reflect the Community Foundation s own assumptions about the fair value assumptions made by investees use in pricing the asset or liability developed based on the best information available. The Community Foundation does not use unobservable inputs for determining fair value of its investments. e - Investments Investments in marketable securities with readily determinable fair values and all investments in debt securities are reported at their fair values in the statements of financial position. ASC : Endowments of Not-for-Profit Organizations: Net Asset Classification of Funds Subject to an Enacted Version of the Uniform Prudent Management of Institutional Funds Act, and Enhanced Disclosures for All Endowment Funds, sets forth the net asset classifications of donor-restricted endowment funds in accordance with the State of Connecticut s enacted version of the Uniform Prudent Management of Institutional Funds Act (CUPMIFA).

10 8 Note 1 - Summary of Significant Accounting Policies (continued) e - Investments (continued) The Community Foundation's investments include alternative investments, which are principally absolute return and hedge strategies, and real assets such as private equity, hedged equity and real estate. Because most alternative investments are not immediately marketable given the nature of the underlying strategies and the terms of the investment s governing agreement, the estimated fair value is subject to uncertainty and, therefore, may differ from the value that may be received if a ready market for the investments had been in existence, and the difference could be material. Fair value of alternative investments in limited partnerships are determined by the general partner to be at fair value pursuant to GAAP s standard referred to as Fair Value Measurements after it considers certain pertinent factors that are reviewed and discussed by management and its investment committee, in consultation with its independent advisory firm. Unrealized gains and losses are included in the change in net assets. Investment income and gains restricted by a donor are reported as increases in unrestricted net assets if the restrictions are met (either by passage of time or by use) in the reporting period in which the income and gains are recognized. f - Inventory Concession inventory is stated at the lower of cost or market. The Organization also maintains scenery and costume inventories of past productions. The Organization is unable to determine future use of the scenery and costumes and therefore they are expensed over the run of the public performances of the original show. g - Contributions and Promises to Give Contributions are recognized when cash is received or when the donor makes a promise to give that is, in substance, unconditional. Contributions that are restricted by the donor are reported as increases in unrestricted net assets if the restrictions expire in the fiscal year in which the contributions are recognized. All other donor-restricted contributions are reported as increases in temporarily or permanently restricted net assets depending on the nature of the restrictions. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets. The Organization uses the allowance method to determine uncollectible promises receivable. The allowance is based on prior years experience and management s analysis of specific promises made.

11 9 Note 1 - Summary of Significant Accounting Policies (continued) h - Revenue Recognition and Deferred Revenue Box office revenue is recognized as income in the period the show has taken place. Enhancements and co-production revenue are recognized in the year that the related production occurs. Workshops and tuition income are recognized in the year that the student programs and performances take place. Concession income is recognized when the sale occurs. Royalty income is recognized when received. Rental income is recognized when the lease terms are complete. Deferred revenue consists of advance subscription revenue, single ticket sales, deferred tuition and unredeemed gift certificates are all recognized in the period the performance takes place or the period to which the fees relate. i - Property and Equipment Property and equipment acquired are recorded at cost. It is the Organization s policy to capitalize expenditures for these items in excess of $1,500. Lesser amounts are expensed. Furniture and equipment are being depreciated over the useful life of the related asset using the straight-line method and a monthly convention in the year of acquisition and disposition. Leasehold improvements are amortized over the shorter of the useful life or periods including options, if any, specified in the related lease agreements. Donations of property and equipment are recorded as contributions at their estimated fair value. Such donations are reported as unrestricted contributions unless the donor has restricted the donated asset to a specific purpose. Assets donated with explicit restrictions regarding their use and contributions of cash that must be used to acquire property and equipment are reported as restricted contributions. Absent donor stipulations regarding how long those donated assets must be maintained, the Organization reports expiration of donor restrictions when the donated or acquired assets are placed in service. The Organization reclassifies temporarily restricted net assets to unrestricted net assets at that time. j - Advertising Costs Advertising costs are charged to operations when the advertising first takes place. Advertising expense for the years ended June 30, 2016 and 2015 was $326,266 and $288,050, respectively. k - Production Costs Production costs are capitalized at cost and are amortized over the estimated life of the theatrical production. Since all productions closed prior to the issuance of the financial statements, all production costs have been expensed. l - Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

12 10 Note 1 - Summary of Significant Accounting Policies (continued) m - Financial Statement Presentation The Organization presents its financial statements according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. Permanently restricted net assets are subject to donor-imposed stipulations that they be maintained permanently. Temporarily restricted net assets are subject to donor-imposed stipulations that will be met by actions or by the passage of time. Unrestricted net assets are not subject to donor-imposed stipulations. n - Tax Status and Uncertain Tax Positions The Organization is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code and has been designated as an organization which is not a private foundation. The Organization is obligated for unrelated business income tax on net income from playbill advertising. The Organization has incurred net losses from this activity; therefore, there is no tax liability on this unrelated business activity. As of June 30, 2016, the Organization had approximately $38,000 in net operating losses carried forward. The carried forward losses have been fully reserved for since management is unable to determine the actual utilization of these losses. The Organization s Form 990, Return of Organizations Exempt from Income Tax and Form 990-T, Exempt Organizations Business Income Tax Return, for the years ended June 30, 2015, 2014 and 2013 are subject to examination by the IRS, generally for three years after they were filed. The Organization believes that it has appropriate support for any tax positions taken, and as such, does not have any uncertain tax positions that are material to the financial statements. There are no income tax related penalties and interest included in the accompanying financial statements. o - Reclassification Certain amounts for the year ended June 30, 2015 financial statements have been reclassified for comparative purposes to conform to the presentation of the year ended June 30, 2016 financial statements. Note 2 - Restriction on Net Assets a) Temporarily restricted net assets are designated for the following at June 30: Future programs and periods $ 477,530 $ 52,774 Excess investment income (Note 2b) - 3,484,561 Temporarily Restricted Net Assets $ 477,530 $ 3,537,335

13 11 Note 2 - Restriction on Net Assets (continued) b) Permanently restricted net assets are managed by the Community Foundation. The corpus of permanently restricted net assets are designated for the following purposes as of June 30: Name of the Fund Seedlings Endowment $ 2,986,479 $ 3,906,384 Milstein/Meyer Endowment 2,298,194 2,772,756 Green Grass Fund 2,116,845 3,863,985 Doris Duke Fund 1,707,852 1,889,179 Long Wharf Theatre Future Fund 1,705,778 1,863,245 Lord/Kubler Fund for New Work 704, ,428 Jerry Meyer Education Fund 252,226 - Robert Evans Fund 223, ,008 Artistic Excellence Fund 98, ,572 Mary L. Pepe Endowment Fund 7,956 8,713 Total Investments Managed by the Foundation (Note 4b) 12,102,346 15,034,270 Lord/Kubler Fund for New Work receivable 375, ,015 Lord/Kubler Fund for New Work to be transferred to the Foundation 15,000 - Working Capital Reserve 502, ,158 Underwater corpus funded by unrestricted 76,363 - Less: excess investment income (Note 2a) - (3,484,561) Permanently Restricted Net Assets $ 13,070,867 $ 12,756,882 All of the permanently restricted net assets follow the spending rule policy dictated by the Community Foundation except for the Doris Duke Fund. The Doris Duke Fund's spending rule is outlined within the grant agreement with the Doris Duke Charitable Foundation. The percentage allowed to be spent towards the Organization's annual operations is based on the Investment Committee's recommendation and approval of the Board of Trustees. The earnings on the permanently restricted net assets are to be used for the various program initiatives as stipulated by the donors. Any excess in investment earnings above the corpus is to be reflected within temporarily restricted net assets, with any losses first reducing the temporarily restricted net assets and any excess losses over corpus reflected within unrestricted net assets. During the year ended June 30, 2016, the Board approved a special distribution of excess investment income totaling $2,150,000 to operations to be used to reduce the Organization s deficit.

14 12 Note 2 - Restriction on Net Assets (continued) b) Permanently Restricted Net Assets (continued) The Organization's working capital reserve fund was established with a grant of $500,000 from the Greater New Haven Arts Stabilization Project in The funds can be borrowed by the Organization and must be repaid fully for a minimum of thirty consecutive days within each fiscal year. The Organization complied with terms of the grant by repaying the borrowed funds for a period of thirty days during the year ended June 30, Working capital reserve fund consists of the following as of June 30: Greater New Haven Arts Stabilization Project $ 500,000 $ 500,000 Accumulated interest income 2,158 2,158 Working Capital Reserve Fund $ 502,158 $ 502,158 Note 3 - Concentration of Credit Risk The Organization maintains cash, cash equivalents and money market balances at various financial institutions. Certain balances are insured by the Federal Deposit Insurance Corporation ( FDIC ) up to $250,000 per institution. At June 30, 2016, the Organization s cash and cash equivalents balances were fully insured. The Community Foundation maintains deposits which may, at times, be in excess of the financial institution s insurance limits. The Community Foundation invests available cash and cash equivalents with high-credit quality institutions and believes that such deposits are not subject to significant credit risk. Note 4 - Cash, Cash Equivalents and Investments a) Fair Value of Financial Instruments The fair value and carrying amount of the Organization s cash and short-term investments as of June 30, 2016 and 2015 was $211,267 and $114,861, respectively. Cash and short-term investments carrying amount approximates fair value because of the short maturities of those investments.

15 13 Note 4 - Cash, Cash Equivalents and Investments (continued) b) Fair Values Measured on Recurring Basis Per the Community Foundation's December 31, 2015 and 2014 audited financial statements, the fair value of assets measured on a recurring consists of shortterm investments, equities (domestic and foreign), fixed income funds and alternative investments. The investments classified within Level 1 include shortterm investments, fixed income funds, domestic equities; Level 2 include fixed income funds, domestic and international equities and Level 3 include alternative investments. The alternative investments represent hedged equity, absolute return, real assets and investment in private equity. The Community Foundation assesses and reports on the liquidity of all investments on a quarterly basis to ensure that it has access to sufficient resources necessary for its current and future operational activities. Overall, the Community Foundation has access to approximately forty percent (40.6%) of the fair value of its investments on a monthly basis, and over sixty percent (60.4%) of the fair value of its investments on a quarterly basis. The Community Foundation does not use derivatives for speculative purposes within the parameters provided to the underlying manager under a written agreement, but rather these instruments are used with the objectives of reducing overall portfolio risk. There were no transfers between levels of investments during the years ended December 31, 2015 and The table below presents the Organization's allocated share in the Community Foundation's fair value of their investments as of June 30, The investment categories are allocated based on the Community Foundation's audited financial statements as of December 31, 2015 since the Community Foundation does not provide the detailed categories during interim periods. As of June 30, 2016: Level 1 NAV Total Short-term investments $ 436,040 $ - $ 436,040 Fixed income 2,185, ,493 2,766,383 Equities: International - 1,166,805 1,166,805 Domestic 1,030,229 3,117,347 4,147,576 Alternatives: Hedged equity - 1,739,105 1,739,105 Absolute return - 220, ,429 Real assets - 1,171,471 1,171,471 Private equity - 454, ,537 $ 3,652,159 $ 8,450,187 $12,102,346

16 14 Note 4 - Cash, Cash Equivalents and Investments (continued) b) Fair Values Measured on Recurring Basis (continued) The table below presents the Organization's allocated share in the Community Foundation's fair value of their investments as of June 30, The investment categories are allocated based on the Community Foundation's audited financial statements as of December 31, 2014 since the Community Foundation does not provide the detailed categories during interim periods. As of June 30, 2015: Level 1 NAV Total Short-term investments $ 588,570 $ - $ 588,570 Fixed income 1,688, ,242 2,179,767 Equities: International - 1,258,195 1,258,195 Domestic 4,192,063 2,295,236 6,487,299 Alternatives: Hedged equity 444,113 1,736,318 2,180,431 Absolute return - 312, ,237 Real assets - 1,714,299 1,714,299 Private equity - 313, ,472 $ 6,913,271 $ 8,120,999 $15,034,270 c) Investment Income (loss) Investment income (loss) consists of the following for the years ended June 30: Realized gain on sale of investments $ 2,494,997 $ 1,278,924 Interest and dividend income 125, ,421 Realized loss on sale of donated securities (1,079) (1,188) Unrealized loss on investments (3,025,057) (173,373) Investment management fees (134,978) (156,155) Total Investment Income (Loss), Net $ (540,168) $ 1,312,629 Note 5 - Unconditional Promises to Give When estimating fair value of unconditional promises to give, the relationships with the donor, the donor s past history of making timely payments, and the donor s overall creditworthiness are considered and incorporated into a fair value measurement computed using present value techniques. The interest element resulting from amortization of the discount for the time value of money, computed using the effective interest rate method, is reported as contribution revenue. Uncollectible promises are expected to be insignificant. Unconditional promises to give to be received after one year are discounted at a rate of 5%.

17 15 Note 5 - Unconditional Promises to Give (continued) The table below presents information about unconditional promises to give at June 30: Less Than One Year Less Than One Year Over One Year Total Unrestricted $ 35,823 $ 364,265 $ - $ 364,265 Restricted for future programs 390,000 9,000-9,000 Restricted for Lord/Kubler Fund for New Work 375, , , ,500 Less: discount for present value - - (46,485) (46,485) $ 800,823 $ 624,765 $ 453,515 $ 1,078,280 Note 6 - Property and Equipment Property and equipment consist of the following at June 30: Life/Years Leasehold improvements Life of lease $ 5,063,671 $ 5,050,352 Furniture and equipment ,395,270 2,379,379 7,458,941 7,429,731 Less: accumulated depreciation (4,940,741) (4,487,189) $ 2,518,200 $ 2,942,542 Depreciation expense for the years ended June 30, 2016 and 2015 was $453,552 and $454,406, respectively. Note 7 - Lines of Credit and Loan Payable The Organization has a working capital revolving line of credit with a financial institution with a maximum availability of $1,750,000 ($1,671,809 plus $78,191 under the obligation with Actors Equity Association). The interest is due monthly at the thirty-day London Interbank Offered Rate (LIBOR) plus 2.0% with the principal due on April 11, The balance due under the line of credit as of June 30, 2016 was $241,000. The second line, with a maximum availability of $1,000,000 was a renovation line of credit and was fully repaid during the year ended June 30, The bank has filed a secured interest in all of the Organization s unrestricted assets. The lines contain certain administrative and restrictive financial covenants which provide for, among other things, minimum debt service coverage ratio. As of June 30, 2016, the Organization was not in compliance with these covenants and obtained a waiver from the bank. As of June 30, 2015, the Organization was in compliance with these covenants.

18 16 Note 7 - Lines of Credit and Loan Payable (continued) In October 2013, the Organization entered into loan agreement with a financial institution. The loan was due on October 16, 2018 and payable in monthly installments. The balance outstanding was $166,667 as of June 30, The bank had filed a secured interest in all of the Organization s unrestricted assets. The loan contained certain administrative and restrictive financial covenants which provided for, among other things, minimum debt service coverage ratio. The loan was fully repaid as of June 30, The Organization has obtained a letter of credit in the amount of $78,191 as part of an obligation to post a bond under a collective bargaining agreement with Actors Equity Association. The amount of the letter of credit will fluctuate based on current production s payroll. Lines of credit and loan payable are due as follows at June 30: Due during the year ending June 30, 2016 $ - $ 1,110,000 June 30, , ,250 June 30, ,000 Thereafter through October 16, ,667 Total Amount Due 241,000 1,505,917 Less: long-term portion - (395,917) Current Portion $ 241,000 $ 1,110,000 Note 8 - Commitments and Contingencies a) Government supported programs are subject to audit by the granting agency. b) The Organization has entered into various contracts with playwrights in order to develop, produce, and present plays on the stage in the presence of an audience. The Organization is obligated to pay royalties to authors and/or composers for productions that they have produced. If a play produced by the Organization generates royalties to the author and/or composer, then the Organization will generally be entitled to a certain percentage of the net proceeds received by the author and/or composer. c) The Organization has two employment agreements which extend through December 31, The aggregated commitment under these agreements was approximately $671,000 at June 30, 2016.

19 17 Note 8 - Commitments and Contingencies (continued) d) The Organization has been named by Actors Equity Association as a LORT theatre that allowed actors to perform in extraordinary conditions without supplemental workers compensation coverage. Per the Organization s collective bargaining agreement with Actors Equity Association, the Organization is not required to hold this coverage. The Organization anticipates a favorable outcome. e) The Organization has entered into several operating lease agreements for its premises. New Haven Food Terminal, Inc. (theatre and office space) - for the period through June 30, The agreement allows the Organization to terminate the lease no earlier than June 30, 2017; however, there is a penalty if terminated prior to June 30, Madison Tower apartments (artists housing) - for the period from August 1, 2013 through July 31, 2018 with the option to extend. Paint shop - for the period from July 1, 2016 through June 30, 2017 with the option to extend. Apartments to provide additional housing, as well as other production space and storage - expiring on various dates through July 31, One of the Organization s board members owns one of the buildings the Organization rents. Rent expense for this apartment for the years ended June 30, 2016 and 2015 was $11,335 and $11,100, respectively. The minimum annual rental payments under the non-cancelable leases are as follows: Year ending June 30, 2017 $ 428,825 June 30, ,665 June 30, ,928 June 30, ,763 June 30, ,282 June 30, ,938 $ 1,720,401 Rent expense under the above leases for the years ended June 30, 2016 and 2015 was $486,174 and $478,694, respectively.

20 18 Note 8 - Commitments and Contingencies (continued) f) The Organization contributes to four multiemployer pension plans under collective bargaining agreements covering union-represented employees, entirely in the entertainment industry. The vast majority of employers participating in these multiemployer plans are primarily engaged in the entertainment industry. These plans generally provide retirement benefits to vested participants based on their service to contributing employers, of which the Organization is one. In general, these plans are managed by a Board of Trustees with the unions appointing certain trustees and contributing employers of the plan appointing certain members. The Organization does not participate in any plan where it considers its contributions to be individually significant to the overall plan. Based on information available to the Organization, the vast majority of the multiemployer plans to which it contributes are adequately funded under the applicable provisions of the Pension Protection Act enacted in 2006 (PPA). Two of the funds are in either "critical" or "endangered" status as those terms are defined in the PPA. The PPA requires all underfunded pension plans to improve their funding ratios within prescribed intervals based on their level of underfunding. Until the plan trustees develop the funding improvement plans or rehabilitation plans as required by the PPA, we are unable to determine the amount of assessments the Organization may be subject to, if any. Under applicable law upon its ceasing to make contributions to, or other withdrawal from an underfunded multiemployer pension plan, the affected funds could seek contributions from the Organization for the Organization s proportionate share of the plan's unfunded vested liabilities. The Organization believes that under such circumstances, if a fund were to seek to assess such contribution obligation upon the Organization s alleged withdrawal, the Organization would have significant defenses against such assessment under applicable law. Approximately 18% (2016) and 19% (2015) of the Organization's employees and contractors are participants in multiemployer plans. Pension and welfare expense for multiemployer plans was $131,521 and $159,258, for the years ended June 30, 2016 and 2015, respectively. g) The Organization has been named in several workers compensation and general liability claims for personal injuries sustained at the Organization s premises. The Organization s insurance company is currently handling all claims. The Organization believes that the insurance coverage is sufficient to cover any claims which may be realized.

21 19 Note 9 - Employee Benefit Plan The Organization has a 403(b) retirement plan, which is not eligible for employer contributions. Employees may contribute through payroll deduction up to the annual limits as prescribed by law. Note 10 - Donated Services and Materials The Organization received donated services and materials during the years ended June 30, 2016 and 2015 in support of its programs and operations. The fair market value has been recorded in the accompanying financial statements. Donated services and materials consist of the following for the years ended June 30: Equipment, rentals and other $ 47,443 $ 11,749 Advertising 39,540 57,722 Professional services 35,203 31,777 $ 122,186 $ 101,248 Note 11 - Functional Allocation of Expenses The cost of providing the various programs and supporting services has been summarized on a functional basis in the statements of activities. Accordingly, certain costs have been allocated among the program and supporting services benefited. Note 12 - Evaluation of Subsequent Events The Organization has evaluated subsequent events through December 1, 2016, the date which the financial statements were available to be issued. Management has determined that there are no subsequent events that require disclosure in the financial statements.

22 SUPPLEMENTAL INFORMATION

23 INDEPENDENT AUDITOR S REPORT ON SUPPLEMENTAL INFORMATION To the Board of Trustees of The Connecticut Players Foundation, Inc. d/b/a Long Wharf Theatre We have audited the financial statements of The Connecticut Players Foundation, Inc. d/b/a Long Wharf Theatre as of and for the year ended June 30, 2016, and have issued our report thereon dated December 1, 2016, which contained an unmodified opinion on those financial statements. Our audit was performed for the purpose of forming an opinion on the financial statements as a whole. The Schedule of Functional Expenses for the year ended June 30, 2016 with comparative totals for 2015 is presented for the purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. The financial statements for the year ended June 30, 2015, were audited by Fried and Kowgios Partners CPA s LLP, who merged with WithumSmith+Brown, PC effective August 1, 2016 and they expressed an unmodified opinion on the statements in their report dated October 12, Their report, as of the same date, on the Schedule of Functional Expenses for the year ended June 30, 2015 stated that, in their opinion, such information was fairly stated in all material respects in relation to the financial statements for the year ended June 30, 2015, as a whole. New York, New York December 1, 2016 WithumSmith+Brown, PC

24 22 SCHEDULE OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED JUNE 30, 2016 WITH COMPARATIVE TOTALS FOR 2015 Program Services Salaries and fees 2,620,164 Supporting Services Total Expenses Management and General Fundraising Total $ $ 353, ,201 Total Expenses $ 327,721 $ $ 3,301,365 $ 3,213,609 Benefits and payroll taxes 471,072 58,920 63, , , ,241 Supplies and other costs 319,570 1,358 1,321 2, , ,679 Royalties 244, , ,472 Advertising and marketing 326, , ,050 Credit card fees 63,986 2,541 2,561 5,102 69,088 55,914 Legal, accounting and consulting 43,890 55,802 32,484 88, , ,079 Hospitality, food and entertainment 66,842 10,838 50,843 61, , ,300 Insurance 44,779 23,518 3,088 26,606 71,385 78,925 Interest expense - 36,928-36,928 36,928 44,860 Office expenses 12,511 14,420 4,316 18,736 31,247 35,399 Telephone 22,972 5, ,978 28,950 26,034 Equipment rental and repairs 142,784 9,784 2,946 12, ,514 70,720 Occupancy costs 608,857 96,175 16, , , ,475 Travel 48,126 7, ,269 56,395 63,249 Postage 77,635 3,838 2,971 6,809 84,444 87,314 Printing and copying 73, ,465 4,406 77,706 83,835 Dues, memberships and other fees 65,269 40,441 25,706 66, , ,799 Miscellaneous 1,387 14,334-14,334 15,721 10,138 Bad debt expense 1,195-2,500 2,500 3,695 - Total expenses before depreciation 5,254, , ,953 1,278,035 6,532,682 6,257,092 Depreciation 317,486 68,033 68, , , ,406 Total Expenses, 2016 $ 5,572,133 $ 778,115 $ 635,986 $ 1,414,101 $ 6,986,234 Total Expenses, 2015 $ 5,258,648 $ 770,492 $ 682,358 $ 1,452,850 $ 6,711,498 See independent auditor's report on supplemental information.