Pratham USA. Financial Statements. December 31, 2014 and 2013

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Financial Statements

Table of Contents Page(s) Independent Auditors Report... 1 Statements of Financial Position... 2 Statements of Activities... 3 Statements of Cash Flows... 4 Statements of Functional Expenses... 5 Notes to Financial Statements... 6-10

INDEPENDENT AUDITORS REPORT To the Board of Directors of We have audited the accompanying financial statements of (a nonprofit organization), which comprise the statements of financial position as of December 31, 2014 and 2013, and the related statements of activities, cash flows and functional expenses for the years 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 U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audits 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. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of as of, and the changes in its net assets and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. July 28, 2015

2 Statements of Financial Position Assets December 31, 2014 2013 Current assets Cash and cash equivalents $ 7,170,152 $ 4,000,963 Investments 14,576 29,081 Unconditional promises to give 4,149,384 3,263,303 Prepaid expenses 18,276 18,145 Total current assets 11,352,388 7,311,492 Unconditional promises to give, non-current 275,188 3,183,388 Other assets 4,964 2,072 Total assets $ 11,632,540 $ 10,496,952 Liabilities and Net Assets Current liabilities Accounts payable $ 36,805 $ 126,956 Total current liabilities 36,805 126,956 Net assets Unrestricted 3,017,177 4,405,867 Temporarily restricted 8,578,558 5,964,129 Total net assets 11,595,735 10,369,996 Total liabilities and net assets $ 11,632,540 $ 10,496,952 See notes to financial statements.

3 Statements of Activities Year Ended December 31, 2014 2013 Changes in unrestricted net assets Revenues and other supports Contributions $ 4,333,522 $ 3,537,565 Foundation grants 492,000 606,000 Special events 4,807,010 4,073,079 Less: direct benefit to donors (833,787) (551,866) Other income 4,518 1,335 Total revenues and other supports 8,803,263 7,666,113 Net assets released from restriction Expiration of time and program restrictions 2,280,740 3,529,003 Total unrestricted revenues and other supports 11,084,003 11,195,116 Expenditures Program support expenses 10,842,552 9,690,718 General and administrative expenses 407,448 169,228 Fundraising expenses 1,222,693 885,591 Total expenditures 12,472,693 10,745,537 Increase (decrease) in unrestricted net assets (1,388,690) 449,579 Changes in temporarily restricted net assets Contributions 4,114,700 - Foundation grants 274,000 8,266,440 Special events 506,469 - Net assets released from restriction (2,280,740) (3,529,003) Increase in temporarily restricted net assets 2,614,429 4,737,437 Increase in net assets 1,225,739 5,187,016 Net assets, beginning of year 10,369,996 5,182,980 Net assets, end of year $ 11,595,735 $ 10,369,996 See notes to financial statements.

4 Statements of Cash Flows Year Ended December 31, 2014 2013 Cash flows from operating activities: Increase in net assets $ 1,225,739 $ 5,187,016 Adjustments to reconcile increase in net assets to net cash provided by operating activities: Donated securities (174,147) (29,081) Gain on sale of investments (1,053) - Bad debt 9,750 130,000 Changes in operating assets and liabilities Unconditional promises to give 2,012,369 (5,307,500) Prepaid expenses (131) (18,145) Other assets (2,892) 405 Accounts payable (90,151) 119,542 Net cash provided by operating activities 2,979,484 82,237 Cash flows from investing activities: Proceeds from sales of investments 189,705 20,538 Net cash provided by investing activities 189,705 20,538 Net increase in cash and cash equivalents 3,169,189 102,775 Cash and cash equivalents - beginning of year 4,000,963 3,898,188 Cash and cash equivalents - end of year $ 7,170,152 $ 4,000,963 See notes to financial statements.

5 Statements of Functional Expenses Supporting Services Program General and Total Support Administrative Fundraising Expenditures Year ended December 31, 2014 Expense category: Program $ 10,808,593 $ - $ - $ 10,808,593 Salary 33,959 274,025 536,449 844,433 Office - 96,820 11,755 108,575 Publicity - - 146,791 146,791 Bad debt - - 9,750 9,750 Other - 35,981 63,862 99,843 Fundraising - 622 454,086 454,708 Year ended December 31, 2013 $ 10,842,552 $ 407,448 $ 1,222,693 $ 12,472,693 Expense category: Program $ 9,690,718 $ - $ - $ 9,690,718 Salary - 99,848 327,237 427,085 Office - 63,294 19,338 82,632 Publicity - 2,566 23,898 26,464 Bad debt - - 130,000 130,000 Other - 1,363-1,363 Fundraising - 2,157 385,118 387,275 $ 9,690,718 $ 169,228 $ 885,591 $ 10,745,537 See notes to financial statements.

6 Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies Nature of operations (the Foundation ) was formed in 1999 to raise funds to support Pratham Education Foundation s ( PEF ) work of promoting literacy efforts among the underprivileged children and livelihoods of youth living in both urban and rural communities in India. The Foundation also facilitates volunteerism among youth and adults in the United States of America via internship programs in India to learn the problems of illiteracy. The Foundation supports several of PEF s programs which are developed based upon a detailed survey of the community and may include preschools, tutorial programs, health initiatives, library programs and other educational interventions. The Foundation receives monetary contributions from corporations, foundations and individual donors. During 2014 and 2013, one donor accounted for 41% and 35% of revenues, respectively. Income tax status The Foundation is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. It recognizes the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority based on the technical merits. The Foundation will account for interest and penalties relating to uncertain tax positions in the current period statement of activities, if necessary. The tax years after 2010 are open for examination by the Internal Revenue Service. Basis of presentation The accompanying financial statements have been prepared on an accrual basis of accounting in accordance with U.S. generally accepted accounting principles ( U.S. GAAP ), which require classification of the Foundation s net assets and its revenues, expenses, gains and losses into three categories, based on the existence or absence of donor-imposed restrictions. Those categories are: Permanently restricted - net assets subject to donor-imposed stipulations that such assets be maintained permanently. The Foundation does not currently have any permanently restricted net assets. Temporarily restricted - net assets whose use is subject to donor-imposed stipulations that can be fulfilled by actions of the Foundation pursuant to those stipulations or that expire by passage of time. Unrestricted - net assets that are not subject to donor-imposed stipulations. Unrestricted net assets may be designated for specific purposes by actions of the Foundation or may otherwise be limited by contractual agreements with outside parties.

7 Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies (Continued) Cash and cash equivalents Cash and cash equivalents consist of highly liquid investments that are readily convertible into cash and have an original maturity of three months or less on the date of acquisition. The significant balances of cash and cash equivalents in 2014 and 2013 are largely due to significant donations received before year end. Investments Investments in marketable securities with readily determinable fair values are reported at fair value in the statements of financial position. Gains and losses are included in the change in net assets in the statements of activities. See Note 2 for discussion of fair value measurements. Promises to give Contributions are recognized when the donor makes a promise to give to the Foundation 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. Non-current unconditional promises to give are expected to be collected in 2016. Conditional promises to give are not included as support until the conditions are substantially met. A conditional promise to give is considered unconditional if the possibility that the condition will not be met is remote. The Foundation uses the allowance method to determine uncollectible promises to give. The allowance, if any, is based on historical experience and management s analysis of specific promises made. Unconditional promises to give were considered to be collectible by management at, therefore no allowance was necessary. Functional expenses The costs of providing various programs and other activities during 2014 and 2013 have been summarized on a functional basis in the statements of functional expenses. Directly identifiable expenses are charged to programs and supporting services. Expenses related to more than one function are allocated to programs and supporting services on the basis of estimated time expended or usage by function. Donated services and materials Individuals contribute services to assist in the furtherance of the Foundation s mission and objectives. Fair value of donated services are recognized in the financial statements only if the services either create or enhance a non-financial asset or requires specialized skills, are provided by entities or persons possessing those skills, and would be purchased if they were not donated. There were no contributed services that met this definition or were recorded during the years ended. Advertising costs Advertising costs are expensed as incurred. The Foundation expensed approximately $162,000 and $35,000 in marketing and promotion costs for the years ended December 31, 2014 and 2013, respectively.

8 Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies (Continued) Financial instruments, credit risk and concentration of credit risk Financial instruments which potentially subject the Foundation to credit risk include cash and cash equivalents, investments and unconditional promises to give. Cash and cash equivalents are deposited in demand accounts with federally-insured institutions to minimize risk. From time to time, the balances in these accounts may exceed the federally-insured limits. The Foundation has not incurred losses related to these deposits. The investments in marketable securities are exposed to various risks such as interest rate, market volatility, 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 those changes could materially affect the amounts reported in the statements of financial position. Unconditional promises to give consist of contributions receivable from individuals, private foundations and corporations across the U.S. Although the Foundation is directly affected by the financial stability of its donors, management does not believe significant credit risk exists at December 31, 2014. Carrying values of the Foundation s financial instruments approximate their fair values due to their short-term maturities or because the terms are similar to market terms. There have been no changes in the methodologies used at. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management believes its estimates are reasonable. Reclassifications Certain reclassification have been made to the 2013 financial statements to conform to the 2014 financial statement presentation. Such reclassifications have no effect on previously reported change in net assets or total net assets. Note 2 - Fair Value Measurements The Foundation uses a three-level hierarchy for disclosure of the fair value of its cash and cash equivalents and its investments. This hierarchy is based on the transparency of inputs to the valuation process as follows: Level 1 observable inputs such as quoted prices in active markets at the measurement date for identical assets or liabilities. Level 2 other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

9 Notes to Financial Statements Note 2 - Fair Value Measurements (Continued) Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value: Money market valued daily at the net asset value of shares or units held by the Foundation based on the quoted market value of the underlying assets. Equity securities valued daily using quoted market prices. The 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, while the valuation methods are considered appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Foundation s cash and cash equivalents and its investments classified as Level 1 are as follows as of December 31: 2014 2013 Cash and cash equivalents Money market $ 25,664 $ 21,189 Cash in bank 6,950,480 3,749,726 Undeposited funds 194,008 230,048 Total cash and cash equivalents $ 7,170,152 $ 4,000,963 Investments Equity securities Technology $ 12,681 $ 28,087 Others 1,895 994 Total investments $ 14,576 $ 29,081

10 Notes to Financial Statements Note 3 - Temporarily Restricted Net Assets Temporarily restricted net assets at December 31, consist of the following: 2014 2013 Program restrictions: Vocational education programs $ 4,243,000 $ - Read India 3,118,477 4,139,129 Annual status of education report 921,860 1,825,000 Open school education programs 120,000 - Other programs 175,221 - Note 4 - Subsequent Events $ 8,578,558 $ 5,964,129 Management has evaluated subsequent events as of July 28, 2015 which was the date the financial statements were available to be issued, and has determined that there are no subsequent events to be disclosed.