RONALD MCDONALD HOUSE CHARITIES OF MEMPHIS, INC. FINANCIAL STATEMENTS

RONALD MCDONALD HOUSE CHARITIES OF MEMPHIS, INC. FINANCIAL STATEMENTS December 31, 2013

TABLE OF CONTENTS Page INDEPENDENT AUDITOR S REPORT 1 FINANCIAL STATEMENTS Statement of Financial Position 3 Statement of Activities 4 Statement of Functional Expenses 5 Statement of Cash Flows 6 Notes to Financial Statements 7

INDEPENDENT AUDITOR S REPORT To the Board of Directors Ronald McDonald House Charities of Memphis, Inc. Memphis, Tennessee We have audited the accompanying financial statements of Ronald McDonald House Charities of Memphis, Inc. (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. 1

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 Ronald McDonald House Charities of Memphis, Inc. 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. Report on Summarized Comparative Information We have previously audited Ronald McDonald House Charities of Memphis, Inc. s 2012 financial statements, and our report dated June 12, 2013, expressed an unmodified opinion on those audited financial statements. In our opinion, the summarized comparative information presented herein as of and for the year ended December 31, 2012, is consistent, in all material respects with the audited financial statements from which it has been derived. Memphis, Tennessee June 20, 2014 2

RONALD MCDONALD HOUSE CHARITIES OF MEMPHIS, INC. STATEMENT OF FINANCIAL POSITION December 31, 2013 (with Comparative Totals for 2012) Assets 2013 2012 Cash and cash equivalents $ 1,645,305 $ 1,826,734 Pledges receivable, net of allowance for doubtful accounts 123,735 123,159 Other receivables 72,837 - Prepaid expenses 35,983 26,515 Investments 3,436,277 2,993,438 Land lease, net of accumulated amortization 824,032 833,842 Property and equipment, net of accumulated depreciation 7,151,955 7,189,612 Total assets $ 13,290,124 $ 12,993,300 Liabilities and Net Assets Liabilities Accounts payable $ 146,724 $ 253,668 Accrued payroll liabilities 9,911 38,101 Accrued interest - 9,321 Deferred revenue 11,000 - Note payable 358,278 932,145 Total liabilities 525,913 1,233,235 Net Assets Unrestricted Undesignated 8,134,012 7,472,203 Board-designated endowment fund 2,925,027 2,482,188 Total unrestricted 11,059,039 9,954,391 Temporarily restricted 1,193,922 1,294,424 Permanently restricted 511,250 511,250 Total net assets 12,764,211 11,760,065 Total liabilities and net assets $ 13,290,124 $ 12,993,300 The accompanying notes are an integral part of the financial statements. 3

RONALD MCDONALD HOUSE CHARITIES OF MEMPHIS, INC. STATEMENT OF ACTIVITIES For the Year Ended December 31, 2013 (with Comparative Totals for 2012) Temporarily Permanently Totals Unrestricted Restricted Restricted 2013 2012 Support and Other Revenues Contributions $ 1,894,560 $ 150,000 $ - $ 2,044,560 $ 1,857,224 Special event contributions 1,276,115 - - 1,276,115 1,221,067 In-kind contributions 150,687 30,302-180,989 69,990 Investment income 445,174 - - 445,174 264,705 Other revenue - - - - 7,524 3,766,536 180,302-3,946,838 3,420,510 Net assets released from restrictions 280,804 (280,804) - - - Total support and other revenues 4,047,340 (100,502) - 3,946,838 3,420,510 Expenses Program services 1,880,711 - - 1,880,711 1,694,728 Management and general 348,558 - - 348,558 332,543 Fundraising 713,423 - - 713,423 671,653 Total expenses 2,942,692 - - 2,942,692 2,698,924 Change in net assets 1,104,648 (100,502) - 1,004,146 721,586 Net assets at beginning of year 9,954,391 1,294,424 511,250 11,760,065 11,038,479 Net assets at end of year $ 11,059,039 $ 1,193,922 $ 511,250 $ 12,764,211 $ 11,760,065 The accompanying notes are an integral part of the financial statements. 4

RONALD MCDONALD HOUSE CHARITIES OF MEMPHIS, INC. STATEMENT OF FUNCTIONAL EXPENSES For the Year Ended December 31, 2013 (with Comparative Totals for 2012) Program Management Totals Services and General Fundraising 2013 2012 Advertising $ 16 $ 2,045 $ 22,312 $ 24,373 $ 21,912 Bad debt - 64,417-64,417 42,536 Cable television 10,324 - - 10,324 11,236 Computer support 13,744 13,306 9,001 36,051 35,152 Depreciation 441,725 23,000-464,725 424,930 Dues and subscriptions 580 364 350 1,294 3,391 Fundraising - special events - - 189,512 189,512 247,411 Health insurance 50,970 13,355 11,684 76,009 79,480 Insurance 56,082 - - 56,082 68,914 Interest 24,627 1,037 259 25,923 43,914 Loss on disposal of asset - - - - 42,368 Miscellaneous 17,525 2,750 20,419 40,694 28,543 Office expenses 1,284 2,215 23,194 26,693 14,175 Payroll services 71 3,613-3,684 3,570 Payroll taxes 27,888 14,705 13,612 56,205 52,287 Postage 5,232 770 5,801 11,803 11,198 Printing - 2,978 47,815 50,793 28,930 Professional fees - 18,750 116,695 135,445 70,080 Rent 12,295 3,780 34,097 50,172 56,241 Repairs and maintenance 313,423 110-313,533 228,414 Salaries and wages 398,609 148,154 194,245 741,008 675,865 Security services 187,150 - - 187,150 182,988 Supplies 137,604 19,564 17,436 174,604 123,124 Taxes and licenses 300 115-415 65 Telephone 16,462 693 173 17,328 11,444 Training 497 6,035 1,918 8,450 16,589 Utilities 161,547 6,802 1,700 170,049 169,349 Volunteer expenses 2,756-3,200 5,956 4,818 $ 1,880,711 $ 348,558 $ 713,423 $ 2,942,692 $ 2,698,924 The accompanying notes are an integral part of the financial statements. 5

RONALD MCDONALD HOUSE CHARITIES OF MEMPHIS, INC. STATEMENT OF CASH FLOWS For the Year Ended December 31, 2013 (with Comparative Totals for 2012) 2013 2012 Cash Flows Provided By (Used For) Operating Activities: Change in net assets $ 1,004,146 $ 721,586 Adjustments to Reconcile Change in Net Assets to Net Cash Provided By (Used For) Operating Activities: Depreciation 464,725 424,930 Land lease amortization 9,810 9,810 Bad debt 64,417 42,536 Loss on disposal of assets - 42,368 Change in market value of investments (387,064) (201,498) Contributions restricted for house renovations (1,372) (57,835) Changes in Operating Assets and Liabilities: Increase (Decrease) in Cash and Cash Equivalents: Pledges receivable (64,993) (17,099) Other receivables (72,837) 72,897 Prepaid expenses (9,468) (2,743) Accounts payable (106,944) 145,380 Accrued payroll liabilities (28,190) 1,989 Accrued interest (9,321) (5,461) Deferred revenue 11,000 - Total adjustments (130,237) 455,274 Net cash provided by operating activities 873,909 1,176,860 Cash Flows From (Used For) Investing Activities: Proceeds from sale of investments 50,412 37,371 Purchases of investments (106,187) (99,625) In-kind donations to purchase property and equipment (27,937) - Purchases of property and equipment (399,131) (338,859) Net cash used for investing activities (482,843) (401,113) Cash Flows From (Used For) Financing Activities: Contributions restricted for house renovations 1,372 57,835 Principal payments on note payable (573,867) (438,963) Net cash used for financing activities (572,495) (381,128) Net increase (decrease) in cash and cash equivalents (181,429) 394,619 Cash and cash equivalents at beginning of year 1,826,734 1,432,115 Cash and cash equivalents at end of year $ 1,645,305 $ 1,826,734 Supplemental Cash Flow Information: Cash paid during the year for interest $ 35,244 $ 49,375 The accompanying notes are an integral part of the financial statements. 6

RONALD MCDONALD HOUSE CHARITIES OF MEMPHIS, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2013 (with Comparative Totals for 2012) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Activities Ronald McDonald House Charities of Memphis, Inc. (the Organization ) provides temporary housing at no charge to 51 out-patients of St. Jude Children s Research Hospital ( St. Jude ) and their families nightly. Each one of these brave children is battling cancer or another catastrophic disease. The Ronald McDonald House is a home-away-from-home for these families and provides a safe, secure, and nurturing environment for the families who are facing the most terrifying time of their lives. The Organization operates as a Ronald McDonald House by virtue of a non-exclusive licensing agreement with McDonald s Corporation. While the Organization is not owned or operated by McDonald s Corporation or St. Jude, they do provide financial and logistical support. The majority of funding is raised through community support. The Organization is located in Memphis, Tennessee. Method of Accounting The financial statements of the Organization have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Contributions and Support Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support depending upon the existence and/or nature of any donor restrictions. Restricted net assets are reclassified to unrestricted net assets upon satisfaction of the time or purpose restriction. When a donor restriction expires in the same year received, revenue is recognized as unrestricted net assets. Unconditional promises to give, which consist of pledges receivable, are recorded when the pledge is received. Those due in the following year are recorded at their net realizable value, while those due in subsequent years have been discounted to the present value of their net realizable value using risk-free interest rates applicable to the years in which the pledges were received. 7

Credit Risks The Organization's credit risks primarily relate to cash and cash equivalents, investments, and receivables. Cash and cash equivalents are primarily held in bank accounts at several institutions. Accounts are insured by the Federal Deposit Insurance Corporation ( FDIC ) up to an aggregate of $250,000 at each institution. The Organization s cash deposits exceeded FDIC limits at various times during the year. The Organization believes it is not exposed to any significant credit risk on its cash balances, due to its policy of banking with high quality financial institutions. Investments, which are not insured by the FDIC, are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with these certain investments, it is at least possible that changes in the values of investments will occur in the near term and such changes could materially affect the Organization s financial position and changes in its net assets. Fair Value Measurements The Organization applies generally accepted accounting principles ( GAAP ) for fair value measurements of financial asset and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP also establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. See Note 3 for additional disclosures. Cash and Cash Equivalents For purposes of the statement of cash flows, the Organization considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. The Organization has excluded cash and cash equivalents held in investment accounts. Receivables Pledges and other receivables are stated at the amount management expects to collect from outstanding balances. Management monitors outstanding balances and provides for probable uncollectible amounts through a valuation allowance based upon its assessment of the individual accounts. Balances that are still outstanding after a reasonable period of time has elapsed are written off through a charge to the valuation allowance and a credit to the appropriate receivable. Investments Investments are carried at fair market value in the statement of financial position. Realized and unrealized gains and losses are included in investment income in the statement of activities. Property and Equipment Property and equipment items are recorded at acquisition cost, if purchased, or the estimated fair value on the date received, if donated. The Organization capitalizes expenditures for property and 8

equipment with a cost in excess of $1,000 and provides for depreciation using the straight-line method over the estimated useful lives of the assets, generally ten to forty years for buildings and building improvements, five years for computer equipment, and seven to ten years for other equipment, furniture and fixtures. Net Assets The Organization s net assets and changes therein are classified and reported as follows: Permanently Restricted Net Assets Permanently restricted net assets represent contributions subject to donor-imposed stipulations to be invested in perpetuity, for which only the income may be available for operations. See Note 8 for additional disclosures. Temporarily Restricted Net Assets Temporarily restricted net assets represent gifts or other revenues wherein donors have specified the purpose for which the net assets are to be spent or time restrictions imposed or implied by the nature of the gift. When a restriction is fulfilled, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. See Note 7 for additional disclosures. Unrestricted Net Assets Unrestricted net assets are all the remaining net assets of the Organization. This includes voluntary board-approved designations of unrestricted net assets for specific purposes, projects or investments. Because designations are voluntary and may be reversed at any time by the board, designated portions of net assets are not considered temporarily or permanently restricted. In-Kind Donations Donated supplies and services are recorded as contributions at their estimated fair values at the date of donation. Contributions of services are recognized in the financial statements if the services enhance or create non-financial assets or require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation. For the years ended December 31, 2013 and 2012, in-kind donations for the House and special events totaled $263,632 and $141,567, respectively. In addition, a substantial number of volunteers have donated significant time to the Organization. No amounts have been recognized in the accompanying financial statements for these services. Functional Expense Allocation The cost of providing various programs and supporting services have been reported on a functional basis in the statement of functional expenses. Accordingly, certain costs have been allocated among the various programs and supporting services based on estimates made by management. 9

Income Taxes The Organization is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code and is similarly exempt from Tennessee state income taxes under provisions of the Tennessee tax regulations. Accordingly, no provision for income taxes is included in the accompanying financial statements. The Organization files an exempt organization return in the United States federal jurisdiction. The federal returns for tax years 2010 and beyond remain subject to examination by the taxing authorities. Advertising Advertising costs of $24,373 and $21,912 for the years ended December 31, 2013 and 2012, respectively, were expensed as incurred. Financial Statement Presentation 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 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, 2012. Date of Management s Review The Organization evaluated its December 31, 2013 financial statements for subsequent events through June 20, 2014, the date the financial statements were available to be issued. The Organization is not aware of any subsequent events which would require recognition or disclosure in the financial statements. NOTE 2 - PLEDGES RECEIVABLE Pledges receivable consisted of the following at December 31: 2013 2012 Receivable in less than one year $ 183,127 $ 175,606 Less allowance for uncollectible promises (59,392) (52,447) Net pledges receivable $ 123,735 $ 123,159 10

NOTE 3 - INVESTMENTS AND FAIR VALUE MEASUREMENTS Generally accepted accounting principles establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, as described below: Level 1 Quoted prices in active markets for identical assets or liabilities the Organization has the ability to access. Level 2 Inputs (other than quoted prices within level 1) such as quoted prices for similar assets or liabilities, quoted prices in inactive markets, or other inputs that can be corroborated by observable market data. Level 3 Inputs which are unobservable for the asset or liability and rely on management s own assumptions about the assumptions that market participants would use in pricing the asset or liability. In determining fair values, the Organization utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The following tables set forth by level, within the fair value hierarchy, the Organization s assets measured at fair value on a recurring basis at December 31: 2013 Level 1 Level 2 Total Investments Cash and cash equivalents $ 1,436 $ - $ 1,436 Common trust funds - fixed income - 1,150,372 1,150,372 Common trust funds - equities - 2,073,394 2,073,394 Mutual funds - equities 171,710-171,710 Precious metals 39,365-39,365 Total investments $ 212,511 $ 3,223,766 $ 3,436,277 2012 Level 1 Level 2 Total Investments Cash and cash equivalents $ 72 $ - $ 72 Common trust funds - fixed income - 1,153,218 1,153,218 Common trust funds - equities - 1,639,833 1,639,833 Mutual funds - equities 145,390-145,390 Precious metals 54,925-54,925 Total investments $ 200,387 $ 2,793,051 $ 2,993,438 11

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013. Cash and cash equivalents: Valued at amortized cost, which approximates fair value. Common trust funds: Valued at the net asset value of shares held by the Organization at year end. Mutual funds and precious metals: Valued at the closing price reported on the active market in which they are traded. The following schedule summarizes investment income for the years ended December 31: 2013 2012 Interest and dividend income $ 82,446 $ 82,209 Change in market value of investments 387,064 201,498 Investment management fees (24,336) (19,002) Total investment income $ 445,174 $ 264,705 NOTE 4 - LAND LEASE The Organization entered into a lease agreement in 1998 with American Lebanese Syrian Associated Charities, Inc. ( ALSAC ) for a portion of its land for $1 per year through 2097. ALSAC is the fundraising arm of St. Jude. The value of the lease was determined to be $974,902, which was the estimated fair market value of the land at the lease inception. The net amount of the land lease is reflected in temporarily restricted net assets due to time restrictions. Amortization is recorded in the statement of functional expenses as rent. The land lease consisted of the following at December 31: 2013 2012 Land lease $ 974,902 $ 974,902 Less accumulated amortization (150,870) (141,060) $ 824,032 $ 833,842 12

Future amortization expense is as follows for the years ending December 31: 2014 $ 9,810 2015 9,810 2016 9,810 2017 9,810 2018 9,810 Thereafter $ 774,982 824,032 NOTE 5 - PROPERTY AND EQUIPMENT A summary of property and equipment at December 31 is as follows: 2013 2012 Land $ 236,009 $ 236,009 Buildings and improvements 11,092,934 11,142,215 Furniture and fixtures 449,754 509,136 Equipment 434,470 397,650 Computer equipment 86,808 156,368 Construction in progress 75,037-12,375,012 12,441,378 Less accumulated depreciation (5,223,057) (5,251,766) $ 7,151,955 $ 7,189,612 NOTE 6 - NOTE PAYABLE The Organization has a loan agreement with ALSAC incurred in connection with a past building expansion. The loan agreement provides for interest at the annual rate of 4%. The loan agreement provides for quarterly payments of principal and interest of $121,822 through September 2014. The loan is collateralized by a security interest in the building, furniture, fixtures and equipment owned by the Organization. The outstanding principal balance at December 31, 2013 and 2012 was $358,278 and $932,145, respectively. 13

NOTE 7 - TEMPORARILY RESTRICTED NET ASSETS Net assets were temporarily restricted as follows at December 31: 2013 2012 Purpose Restrictions: Sign on apartment building and special events $ 150,000 $ - Building renovations 219,890 460,582 Time restrictions 824,032 833,842 $ 1,193,922 $ 1,294,424 NOTE 8 - ENDOWMENT FUND The Organization has an endowment fund which was created with the proceeds of the sale of donated stock. This permanently restricted gift, which was received in 1993, is to be held in perpetuity for the benefit of the Organization. The donor stipulated that income from these funds could be used for operating expenses. The Board of Directors intent is to treat the unrestricted portion of the endowment as a rainy day fund, allowing for continued growth of the fund. The endowment and its cumulative earnings make up the entirety of the investment account. No withdrawals were made from the fund in 2013 and 2012. At December 31, the endowment net asset composition by type of fund is as follows: 2013 Permanently Unrestricted Restricted Total Donor-restricted endowment fund $ - $ 511,250 $ 511,250 Board-designated endowment fund 2,925,027-2,925,027 Total $ 2,925,027 $ 511,250 $ 3,436,277 2012 Permanently Unrestricted Restricted Total Donor-restricted endowment fund $ - $ 511,250 $ 511,250 Board-designated endowment fund 2,482,188-2,482,188 Total $ 2,482,188 $ 511,250 $ 2,993,438 14

A reconciliation of the endowment fund s balance at December 31 by net asset class is as follows: Permanently Unrestricted Restricted Total Endowment net assets, December 31, 2011 $ 2,218,436 $ 511,250 $ 2,729,686 Investment Return (Loss) Interest and dividend income 81,256-81,256 Change in market value of investments 201,498-201,498 Management fees (19,002) - (19,002) Total investment loss 263,752-263,752 Endowment net assets, December 31, 2012 2,482,188 511,250 2,993,438 Investment Return Interest and dividend income 80,111-80,111 Change in market value of investments 387,064-387,064 Management fees (24,336) - (24,336) Total investment return 442,839-442,839 Endowment net assets, December 31, 2013 $ 2,925,027 $ 511,250 $ 3,436,277 Endowment Investment Policy The primary purpose of the Organization s investment policy is to supplement annual operating expenses, provide for short-term capital needs, and allow sufficient long-term growth of capital to meet future capital and budgetary requirements. This includes maintaining an appropriate combination of assets to meet its performance objectives and ensuring a proper level of diversification within the asset classes of cash and cash equivalents, fixed income securities, equities, and publicly traded real estate. Interpretation of Relevant Law The Uniform Prudent Management of Institutional Funds Act ( UPMIFA ) as enacted by the State of Tennessee applies to the Organization s endowment fund. Management interprets UPMIFA as requiring the preservation of the fair value of the original gift as of the gift date of the donorrestricted portion of the endowment fund. Among other considerations, management considers the duration and preservation of the fund and general economic conditions in making a determination to appropriate or accumulate donor-restricted endowment funds. 15

NOTE 9 - RETIREMENT PLAN The Organization maintains a 401(k) retirement plan for all employees working at least twenty-four (24) hours a week and at least twenty-one (21) years of age. Optional employee contributions are withheld from the employees compensation. The plan does not contain a provision for employer contributions. NOTE 10 - CONCENTRATIONS OF RISK For the years ended December 31, 2013 and 2012, one donor accounted for approximately 24% and 27% of total contributions, respectively. NOTE 11 - COMMITMENTS The Organization leases office equipment according to a lease agreement that is classified as an operating lease. Rent expense under equipment leases for the years ended December 31, 2013 and 2012, was $4,607 and $4,972, respectively. Future minimum lease payments for the years ending December 31 are as follows: 2014 $ 2,626 2015 1,094 $ 3,720 NOTE 12 - RELATED PARTY TRANSACTIONS The Organization purchased paper products from a company whose owner is a non-voting member of the Board of Directors. Payments to this company totaled $3,181 and $6,376 in 2013 and 2012, respectively. 16