Mosaic Community Development (d.b.a. incommon Community Development) FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR S REPORT For the period ended

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() FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR S REPORT For the period ended December 31, 2013

TABLE OF CONTENTS Page INDEPENDENT AUDITOR S REPORT 2-3 FINANCIAL STATEMENTS Statement of Financial Position 4 Statement of Activities 5 Statement of Functional Expenses 6 Statement of Cash Flows 7 NOTES TO FINANCIAL STATEMENTS 8-12

To the Board of Directors of Mosaic Community Development INDEPENDENT AUDITOR S REPORT We have audited the accompanying financial statements of Mosaic Community Development, d.b.a. incommon Community Development (a nonprofit organization), which comprise the statement of financial position as of December 31, 2013, and the related statements of activities, functional expenses, 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 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. Westroads Pointe 1015 N. 98th St. Suite 200 Omaha, NE 68114 T 402.390.2480 F 402.390.0885 w w w. h a y e s - c p a. c o m

Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mosaic Community Development, d.b.a. incommon Community Development as of December 31, 2013, 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. Hayes & Associates, LLC HAYES & ASSOCIATES, L.L.C. Omaha, Nebraska November 5, 2014-3 -

STATEMENT OF FINANCIAL POSITION December 31, 2013 (With comparative totals for 2012) ASSETS 2013 2012 CURRENT ASSETS Cash and cash equivalents $ 279,242 $ 290,380 Unconditional promises to give - 75,000 Total current assets 279,242 365,380 PROPERTY AND EQUIPMENT Land 9,282 7,700 Buildings and improvements 784,643 107,277 Construction in progress - 91,424 Furniture and equipment 25,905 17,073 Vehicles 1,979 1,979 Less accumulated depreciation (41,200) (31,803) Total property and equipment 780,609 193,650 Total assets $ 1,059,851 $ 559,030 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accrued payroll $ 9,225 $ 6,976 Accounts payable 1,834 - Income tax payable 42 - Current portion of long-term debt 7,186 1,972 Total current liabilities 18,287 8,948 OTHER LIABILITIES Long-term debt, less current portion 89,688 26,538 Total liabilities 107,975 35,486 NET ASSETS Unrestricted 635,647 252,823 Temporarily restricted 316,229 270,721 Total net assets 951,876 523,544 Total liabilities and net assets $ 1,059,851 $ 559,030 See accompanying notes and independent auditor's report. -4-

STATEMENT OF ACTIVITIES For the year ended December 31, 2013 (With comparative totals for 2012) Temporarily 2013 2012 Unrestricted Restricted Total Total REVENUES Campaign revenue $ 4,479 $ - $ 4,479 $ 10,269 Contributions 238,189 20,097 258,286 244,918 Grants 79,237 25,411 104,648 208,250 In-kind donations 310,205-310,205 4,712 Rental 11,525 11,525 Miscellaneous 1,781-1,781 3,942 Net assets released from restrictions - - - - Total revenues and reclassifications 645,416 45,508 690,924 472,091 EXPENSES Program Services 131,243-131,243 72,037 Supporting services Management and general 104,149-104,149 95,224 Fundraising 27,200-27,200 33,295 Total supporting services 131,349-131,349 128,519 Total expenses 262,592-262,592 200,556 CHANGE IN NET ASSETS 382,824 45,508 428,332 271,535 NET ASSETS, BEGINNING OF PERIOD 252,823 270,721 523,544 252,009 NET ASSETS, END OF PERIOD $ 635,647 $ 316,229 $ 951,876 $ 523,544 See accompanying notes and independent auditor's report. - 5 -

STATEMENT OF FUNCTIONAL EXPENSES For the year ended December 31, 2013 (With comparative totals for 2012) Individual Development Program Services Neighborhood Development Supporting Services Total Program Services Administration Campaign 2013 2012 Total Supporting Services Total Total Salaries $ 34,128 $ 66,781 $ 100,909 $45,385 $20,695 $ 66,080 $ 166,989 $ 147,722 Payroll taxes 3,049 4,381 7,430 2,773 1,646 4,419 11,849 3,810 Employee benefits - - - 11,417-11,417 11,417 10,811 Administrative support - - - - - - - 10,114 Automobile 69-69 701 62 763 832 - Professional fees - - - 6,374 40 6,414 6,414 5,352 Printing and promotion 1,161-1,161-2,531 2,531 3,692 2,579 Property taxes - 900 900 - - - 900 - Income taxes - - - 42-42 42 - Construction, design, and permits - 1,335 1,335 - - - 1,335 - Utilities - 910 910 4,654-4,654 5,564 3,848 Equipment, furniture, fixtures - 1,845 1,845 404-404 2,249 261 Dues and subscriptions - - - 1,255 503 1,758 1,758 1,060 Repairs and maintenance - 283 283 1,153-1,153 1,436 1,812 Conferences and meetings 97 1,567 1,664 5,829-5,829 7,493 2,096 Staff training and development 9 59 68 1,370-1,370 1,438 1,585 Insurance - - - 8,213-8,213 8,213 - Interest expense - - - 2,308-2,308 2,308 1,701 Supplies 505 516 1,021 2,570-2,570 3,591 2,668 Recyling progam gear 26 4,233 4,259 - - - 4,259 - Events 4,417-4,417-1,694 1,694 6,111 - Collaborations 100 4,812 4,912 - - - 4,912 - Miscellaneous 60-60 303 29 332 392 496 Depreciation - - - 9,398-9,398 9,398 4,641 Total expenses $ 43,621 $ 87,622 $ 131,243 $ 104,149 $ 27,200 $ 131,349 $ 262,592 $ 200,556 See accompanying notes and independent auditor's report. -6-

STATEMENT OF CASH FLOWS For the year ended December 31, 2013 (With comparative totals for 2012) 2013 2012 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets $ 428,332 $ 47,432 Adjustments to reconcile change in net assets to net cash from operating activities Depreciation and amortization 9,398 4,213 In-kind donations (310,205) (3,786) Changes in unconditional promises to give restricted for long-term purposes 75,000 - Changes in accrued payroll 2,249 957 Changes in accounts payable 1,834 - Changes in income taxes payable 42 NET CASH FROM OPERATING ACTIVITIES 206,650 48,816 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (286,152) (16,352) CASH FLOWS FROM FINANCING ACTIVITIES Payment of loan 68,364 (1,597) CHANGE IN CASH AND CASH EQUIVALENTS (11,138) 30,867 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 290,380 152,916 CASH AND CASH EQUIVALENTS, END OF YEAR $ 279,242 $ 183,783 See accompanying notes and independent auditor's report. -7-

NOTES TO FINANCIAL STATEMENTS For the year ended December 31, 2013 NOTE A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies of Mosaic Community Development: 1. Organization Mosaic Community Development, (the Organization) is a not-for-profit corporation and is independently incorporated. The purpose of the organization is to fight poverty by working with residents to build social capital and improve systematic structures within vulnerable neighborhoods. The major programs of the Organization include Individual Development and Neighborhood Development. The Organization s programs are supported primarily by grants and contributions. Approximately 2% of the Organization s revenues are derived from debt-financed property rentals. 2. Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables, and other liabilities. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of management s estimates. Actual results could differ from those estimates. 3. Financial Statement Presentation The Organization is required to report information regarding its financial position and activities according to the following three classes of net assets: a. Unrestricted net assets include those net assets whose use is not restricted by donors, even though their use may be limited in other respects, such as by contract or by board designation. b. Temporarily restricted net assets are those net assets whose use by the Organization has been limited by donors to later periods of time or after specified dates or to specified purposes. - 8 -

NOTES TO FINANCIAL STATEMENTS - CONTINUED For the year ended December 31, 2013 NOTE A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED 3. Financial Statement Presentation - Continued c. Permanently restricted net assets are those net assets whose use by the Organization has donor-imposed restrictions that stipulate resources be maintained permanently but may permit the Organization to use up or expend part or all of the income (or economic benefits) derived from the donated assets. The Organization had no permanently restricted net assets as of December 31, 2013. 4. Cash and Cash Equivalents For purposes of the statement of financial position and the statement of cash flows, cash and cash equivalents consist of cash and other highly liquid resources, such as investments in certificates of deposit and money market funds, with an original maturity of three months or less when purchased. 5. Property and Equipment The Organization capitalizes all expenditures in excess of $500 for property and equipment with a useful life of more than one year. Purchased property and equipment are carried at cost. Donated property and equipment are carried at the approximate fair value at the date of donation. Depreciation is computed using the straight-line method based on the estimated useful life of the asset. 6. Revenue Recognition All contributions are considered available for the Organization s general programs unless specifically restricted by the donor. Amounts received that are designated for future periods or restricted by the donor are reported as temporarily or permanently restricted support and increase the respective class of net assets. Contributions received with temporary restrictions that are met in the same reporting period are reported as unrestricted support and increase unrestricted net assets. Investment income that is limited to specific uses by donor restrictions is reported as increases in unrestricted net assets if the restrictions are met in the same reporting period as the income is recognized. - 9 -

NOTES TO FINANCIAL STATEMENTS - CONTINUED For the year ended December 31, 2013 NOTE A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED 7. Fair Value of Financial Instruments In management s opinion, the carrying amount of unconditional promises to give approximates fair value. 8. Income Tax Status The Organization is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code, except on net income derived from unrelated business activities. For the year ended December 31, 2013, the Organization had tax liability on unrelated business activity of $42. 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. The Organization's federal Returns of Organization Exempt from Income Tax (Form 990) for 2013, 2012, and 2011 are subject to examination by the IRS, generally for three years after they were filed. 9. Functional Expenses The costs of providing the various programs and other activities have been summarized on a functional basis in the footnotes. Accordingly, certain costs have been allocated among the program and supporting services benefited. 10. Comparative Financial Information The financial statements include certain prior-year summarized comparative information. Such information does not include sufficient detail to constitute a presentation in conformity with accounting principles generally accepted in the United States of America. Accordingly, such information should be read in conjunction with the Organization s financial statements for the year ended December 31, 2013, from which the summarized information was derived. - 10 -

NOTES TO FINANCIAL STATEMENTS - CONTINUED For year ended December 31, 2013 NOTE B. LEASES As of December 31, 2013, the Organization owns three buildings. One is occupied primarily by the Organization with desk space leased to a non-profit organization on a month-to-month basis for $100 per month. Both of the other two buildings are single tenant occupancy leased for a remaining term of three years and two years, seven months, respectively. As of December 31, 2013, accumulated depreciation for rental properties was $24,388. Properties comprise the following: Rental properties $ 202,277 Accumulated depreciation (24,388) $ 177,889 Future rentals on non-cancelable operating leases related to the rental properties: Year Amount 2014 $ 32,400 2015 33,000 2016 21,600 $ 87,000 NOTE C. NOTES PAYABLE The following is a summary of the notes payable: Note payable to Equitable Bank in monthly installments of $306.98, including interest at 6.50% through February 10, 2012, then interest will be assessed using an interest rate based on the fixed rate advances published by the Federal Home Loan Bank of Topeka, plus a margin of 3.00%, resulting in an interest rate of 5.50% per annum based on a year of 360 days. The note matures on January 1, 2019. The Organization has pledged a Deed of Trust dated January 9, 2009, to a trustee in favor of Lender on real property located in Douglas County, State of Nebraska as collateral for the loan. $ 26,854-11 -

NOTES TO FINANCIAL STATEMENTS - CONTINUED For year ended December 31, 2013 NOTE C. NOTES PAYABLE CONTINUED Note payable to American National Bank in monthly installments of $448.85, including interest at 4.50% per annum based on a year of 360 days. The note matures on September 15, 2020. The Organization has pledged a Deed of Trust dated September 20, 2013, to a trustee in favor of Lender on real property located in Douglas County, State of Nebraska as collateral for the loan. 70,020 96,874 Less portion considered current (7,186) Total long-term liabilities $ 89,688 Following are scheduled principal payments on the note payable for each of the next five and succeeding years: Year ending December 31, 2014 $ 5,214 2015 5,225 2016 5,248 2017 5,255 2018 Thereafter 5,274 70,658 Total $ 96,874 Interest paid was $2,308 for the year ended December 31, 2013. NOTE D. CONCENTRATIONS OF CREDIT RISK The Organization maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits. Cash balances as at December 31, 2013 were fully insured by FDIC coverage. - 12 -

NOTES TO FINANCIAL STATEMENTS - CONTINUED For year ended December 31, 2013 NOTE E. TEMPORARILY RESTRICTED NET ASSETS The Organization has temporarily restricted net assets of $316,229 at December 31, 2013, yet to be expended on the program services and salaries. NOTE F. IN-KIND DONATIONS In-kind donations for the year ended December 31, 2013 total $310,205. The Organization received furniture from a donor with a value of $3,000 and donations of labor and supplies with a value of $307,205. NOTE G. RELATED-PARTY TRANSACTION The Organization entered into an agreement for architecture services with an architecture firm owned by one of the Organization's Board Members. The award process carried out by the Board of Directors conformed to its Conflict of Interest policy in undergoing a qualification-based selection process and the interested Board Member recused himself from the vote. The Organization paid the architecture firm $10,120 for design services during the year ended December 31, 2013. NOTE G. SUBSEQUENT EVENTS Management has evaluated subsequent events through November 5, 2014, the date which the financial statements were available to be issued. There were no subsequent events affecting the amount reported in the financial statements for the year ended December 31, 2013 which are required to be disclosed in the notes to the financial statements for the year then ended. - 13 -