GRACE FELLOWSHIP CHURCH, INC. FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

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1 FINANCIAL STATEMENTS JUNE 30, 2013 AND 2012

2 Table of Contents For the Years Ended June 30, 2013 and 2012 PAGE Independent Auditors' Report A Financial Statements Statements of Financial Position A Statements of Activities... 3 Statements of Functional Expenses... 4 Statements of Cash Flows... 5 Notes to Financial Statements

3 INDEPENDENT AUDITORS' REPORT Board of Directors Grace Fellowship Church, Inc Deereco Road Timonium, Maryland We have audited the accompanying financial statements of Grace Fellowship Church, Inc. (a nonprofit organization), which comprise the statements of financial position as of June 30, 2013 and 2012, and the related statements of activities, functional expenses, and cash flows 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 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. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 auditors consider internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4 Grace Fellowship Church, Inc. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Grace Fellowship Church, Inc. as of June 30, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Grandizio, Wilkins, Little & Matthews, LLP February 21, A-

5 STATEMENTS OF FINANCIAL POSITION June 30, ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 3,622,517 $ 3,795,525 Prepaid Expenses 95,079 94,977 Accounts Receivable 22,704 32,669 TOTAL CURRENT ASSETS 3,740,300 3,923,171 PROPERTY AND EQUIPMENT Furniture and Fixtures 1,742,887 2,227,348 Leasehold Improvements 2,228,132 3,517,206 Vehicles 4,500 - Total 3,975,519 5,744,554 Less: Accumulated Depreciation (2,779,918) (3,309,245) TOTAL PROPERTY AND EQUIPMENT 1,195,601 2,435,309 OTHER ASSETS Security Deposits 21,875 71,875 Due from Shrewsbury 417,610 - TOTAL OTHER ASSETS 439,485 71,875 TOTAL ASSETS $ 5,375,386 $ 6,430,355 The independent auditors' report and accompanying notes are an integral part of these financial statements. -2-

6 STATEMENTS OF FINANCIAL POSITION June 30, LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accounts Payable and Accrued Expenses $ 157,519 $ 222,733 Current Portion of Capital Lease Obligations 13,992 20,211 TOTAL CURRENT LIABILITIES 171, ,944 LONG-TERM LIABILITIES Capital Lease Obligations - 20,037 TOTAL LIABILITIES 171, ,981 NET ASSETS Unrestricted 2,131,581 3,288,323 Temporarily Restricted 3,072,294 2,879,051 TOTAL NET ASSETS 5,203,875 6,167,374 TOTAL LIABILITIES AND NET ASSETS $ 5,375,386 $ 6,430,355 The independent auditors' report and accompanying notes are an integral part of these financial statements. -2A-

7 STATEMENTS OF ACTIVITIES For the Years Ended June 30, Unrestricted Temporarily Restricted Total Unrestricted Temporarily Restricted Total SUPPORT AND REVENUE Contributions $ 4,225,537 $ 505,439 $ 4,730,976 $ 5,394,694 $ 514,833 $ 5,909,527 Event and Material Revenue 154, , , ,885 Rental Income 33,164-33,164 42,082-42,082 Interest 5,390-5,390 5,802-5,802 TOTAL SUPPORT AND REVENUE 4,418, ,439 4,923,592 5,654, ,833 6,169,296 FUNCTIONAL EXPENSES Program Activities 4,331,790-4,331,790 5,359,343-5,359,343 Management Activities 574, , , ,564 TOTAL FUNCTIONAL EXPENSES 4,906,348-4,906,348 6,118,907-6,118,907 CHANGE IN NET ASSETS FROM OPERATIONS (488,195) 505,439 17,244 (464,444) 514,833 50,389 OTHER EXPENSES Contribution to Shrewsbury (980,743) - (980,743) NET ASSETS RELEASED FROM RESTRICTIONS Satisfaction of Program Restrictions 312,196 (312,196) - 288,036 (288,036) - CHANGE IN NET ASSETS (1,156,742) 193,243 (963,499) (176,408) 226,797 50,389 Net Assets - Beginning of Year 3,288,323 2,879,051 6,167,374 3,464,731 2,652,254 6,116,985 NET ASSETS - END OF YEAR $ 2,131,581 $ 3,072,294 $ 5,203,875 $ 3,288,323 $ 2,879,051 $ 6,167,374 The independent auditors' report and accompanying notes are an integral part of these financial statements. -3-

8 STATEMENTS OF FUNCTIONAL EXPENSES For the Years Ended June 30, 2013 and Program Management Total FUNCTIONAL EXPENSES Compensation $ 2,174,606 $ 347,273 $ 2,521,879 Depreciation 134,562 23, ,308 Support Other Ministries 463, ,769 Summer Missions 43,083-43,083 Facility and Equipment 926, ,951 1,029,515 Office and Technology - 66,270 66,270 Benevolence 17,685-17,685 Travel and Retreat 150,807 26, ,868 Professional Services 148, ,113 Hospitality and Conferences 110, ,309 Ministry Materials 102, ,858 Other 59,434 6,603 66,037 Interest - 1,654 1,654 TOTAL FUNCTIONAL EXPENSES $ 4,331,790 $ 574,558 $ 4,906, Program Management Total FUNCTIONAL EXPENSES Compensation $ 2,729,526 $ 376,479 $ 3,106,005 Depreciation 337,909 59, ,540 Support Other Ministries 415, ,905 Summer Missions 46,515-46,515 Facility and Equipment 1,071, ,545 1,190,840 Office and Technology - 127, ,352 Benevolence 22,987-22,987 Travel and Retreat 197,155 21, ,904 Professional Services 134,705 43, ,617 Hospitality and Conferences 113, ,974 Ministry Materials 232, ,797 Other 56,575 6,286 62,861 Interest - 4,610 4,610 TOTAL FUNCTIONAL EXPENSES $ 5,359,343 $ 759,564 $ 6,118,907 The independent auditors' report and accompanying notes are an integral part of these financial statements. -4-

9 STATEMENTS OF CASH FLOWS For the Years Ended June 30, CASH FLOWS FROM OPERATING ACTIVITIES Change in Net Assets $ (963,499) $ 50,389 Adjustments to Reconcile Change in Net Assets to Net Cash Provided By (Used In) Operating Activities: Depreciation 158, ,540 Non Cash Contribution to Shrewsbury 604,031 - Changes in Operating Assets and Liabilities: Accounts Receivable 9,965 6,033 Prepaid Expenses (102) (12,309) Accounts Payables and Accrued Expenses 59,610 10,524 NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (131,687) 452,177 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Equipment and Improvements (71,110) (73,780) Security Deposit Paid - (50,000) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (71,110) (123,780) CASH FLOWS FROM FINANCING ACTIVITIES Payment of Capital Lease Obligations (20,211) (37,183) Advances to Shrewsbury (50,000) - Repayments Received from Shrewsbury 100,000 - NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITES 29,789 (37,183) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (173,008) 291,214 Cash and Cash Equivalents - Beginning of Year 3,795,525 3,504,311 CASH AND CASH EQUIVALENTS - END OF YEAR $ 3,622,517 $ 3,795,525 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash Paid During the Year for Interest $ 1,654 $ 4,610 The independent auditors' report and accompanying notes are an integral part of these financial statements. -5-

10 NOTES TO FINANCIAL STATEMENTS June 30, 2013 and 2012 Note 1: Summary of Significant Accounting Policies Organization and Nature of Activities Grace Fellowship Church, Inc. (the Organization) is a non-profit organization established as a Christian Church operating in Timonium, Maryland. The Organization is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as determined by the Internal Revenue Service with the exception of some unrelated business income. The following summarizes the significant accounting policies used in the preparation of these financial statements: Method of Accounting The Organization uses the accrual basis of accounting, recognizing contributions when measurable and available and expenses when incurred. Under generally accepted accounting principles, the Organization is required to report information regarding its financial position and activities according to three (3) classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. There were no permanently restricted net assets as of June 30, 2013 and Cash and Cash Equivalents For purposes of the statements of cash flows, the Organization considers all short-term debt securities purchased with a maturity of three (3) months or less to be cash equivalents. Property and Equipment Property and equipment are recorded at cost if purchased, or if donated as support, at their estimated fair value. Such donations are reported as unrestricted support unless the donor has restricted the donated asset to a specific purpose. Assets donated with explicit restrictions regarding their use and contributions of cash that must be used to acquire property and equipment are reported as restricted support. Absent donor stipulations regarding how long those donated assets must be maintained, the Organization reports expirations of donor restrictions when the donated or acquired assets are placed in service as instructed by the donor. The Organization reclassifies temporarily restricted net assets to unrestricted net assets at that time. Property and equipment are depreciated using straight-line and accelerated methods over the estimated useful lives of the related assets which ranges from three (3) to thirty-nine (39) years. Accounts Receivable Management is of the opinion that all of the Organization's accounts receivable are fully collectible and no allowance for doubtful accounts is required. 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. -6-

11 NOTES TO FINANCIAL STATEMENTS June 30, 2013 and 2012 Note 1: Summary of Significant Accounting Policies (Continued) Recognition of Donor Restrictions Contributions received are recorded as unrestricted, temporarily restricted or permanently restricted depending on the existence and/or nature of any donor restrictions. Support that is restricted by the donor is reported as an increase in unrestricted net assets if the restriction expires in the reporting period in which support is recognized. All other donor-restricted support is reported as an increase in temporarily or permanently restricted net assets depending on the nature of the restriction. When a restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets. As of June 30, 2013 and 2012, the Organization has temporarily restricted net assets from donors in the amounts of $3,072,294 and $2,879,051, respectively. These funds are temporarily restricted due to the funds being designated by the donor for a specific purpose. Donated Materials The Organization records donated materials and equipment as contributions. Such items are recorded at their estimated fair market value at the date of receipt. Donated Services The Organization records donated services if the services (a) create or enhance nonfinancial assets or (b) require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if not provided by donation. There were no such services for the years ended June 30, 2013 and Income Taxes The Organization is a non-profit organization and is exempt from federal and state income taxes under Section 501(c)(3) of the Internal Revenue Code and has been determined not to be a private foundation. Income Tax Uncertainties The Organization has adopted FASB ASC , Accounting for Uncertainty in Income Taxes. The Organization will record a liability for uncertain tax positions when it is more likely than not that a tax position would not be sustained if examined by the taxing authority. The Organization continually evaluates expiring statuses of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Organization s evaluation on June 30, 2013 revealed no uncertain tax positions that would have a material impact on the financial statements. Accounting for the Impairment The Organization reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net undiscounted cash flow expected to be generated and any estimated proceeds from the eventual disposition. If the long-lived asset is considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount exceeds the fair value as determined from an appraisal, discounted cash flows analysis or other valuation technique. There were no important losses recognized for the years ended June 30, 2013 and

12 NOTES TO FINANCIAL STATEMENTS June 30, 2013 and 2012 Note 1: Summary of Significant Accounting Policies (Continued) Date of Management s Review The Organization has evaluated events and transactions that occurred during the period from the date of the financial statements through February 21, 2014, the date the Organization s financial statements were available to be issued. There were no events or transactions that occurred during the period that materially impacted the amounts or disclosures in the Organization s financial statements. Note 2: Concentration of Credit Risk The Organization maintains cash balances at several financial institutions. Accounts at each institution are secured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At June 30, 2013 and 2012, cash balances exceeded the insured amounts, however, management believes that no significant concentration of credit risk exists with respect to these balances. Note 3: Temporarily Restricted Net Assets As of June 30, 2013 and 2012, temporarily restricted net assets are available for the following: Grace Rising $ 2,900,364 $ 2,759,413 Grace Xtensions and Grace Xten Cont Fund 17,991 22,088 CareNet 41,824 32,431 Over the Horizon 21,616 26,440 Others 90,499 38,679 TOTAL $ 3,072,294 $ 2,879,051 Note 4: Lease Agreements The Organization entered into a five (5) year non-cancelable operating lease for its facility effective May 6, The lease had two (2) additional five (5) year options to renew. On April 3, 2008, the Organization renewed the lease for another five (5) years ending May 5, The future minimum lease payments are as follows: For the Year Ending June 30, 2014 $ 598,264 Rent expense for the years ended June 30, 2013 and 2012 amounted to $770,464 and $906,352, respectively and is included in facility and equipment on the statement of functional expenses. -8-

13 NOTES TO FINANCIAL STATEMENTS June 30, 2013 and 2012 Note 5: Unrelated Business Income The Organization receives unrelated business income from the rental of the facility. The revenue generated from this rental activity amounted to $33,164 and $42,082 for the years ended June 30, 2013 and 2012, respectively. Note 6: Functional Allocation of Expense The costs of providing various programs have been summarized on a functional basis in the statements of functional expenses. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Note 7: Employee Benefit Plan The Organization has a defined contribution salary deferral plan covering substantially all employees. For the years ended June 30, 2013 and 2012, the Organization contributed two and one-half percent (2.5%) of employee salary. The total expense for the years ended June 30, 2013 and 2012 was $23,350 and $26,577, respectively. Note 8: Capital Leases The Organization is the lessee of several pieces of equipment under capital leases expiring at various times in the years 2013 and The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are depreciated over the lower of their related lease terms or their estimated productive lives. Depreciation of assets under capital leases is included in depreciation expense for 2013 and The following is a summary of property held under capital leases: Equipment $ 122,051 $ 142,211 Less: Accumulated Depreciation (113,819) (108,839) TOTAL $ 8,232 $ 33,372-9-

14 NOTES TO FINANCIAL STATEMENTS June 30, 2013 and 2012 Note 8: Capital Leases (Continued) Future minimum lease payment under capital leases is as follows: For the Year Ending June 30, 2014 $ 14,486 Less: Amount Representing Interest 494 Total 13,992 Less: Current Maturities of Long-Term Obligations Under Capital Lease 13,992 LONG-TERM OBLIGATIONS UNDER CAPITAL LEASE $ - Note 9: Contribution to Shrewsbury On July 1, 2012, the Organization s Shrewsbury, Pennsylvania location began operating as Grace Fellowship Church, Inc. (Shrewsbury), a separate and unrelated non-profit entity formed in Also on July 1, 2012, the Organization contributed the following assets and liabilities to Shrewsbury: Cash and Cash Equivalents $ 376,712 Security Deposits 50,000 Furniture and Fixtures,Net 225,606 Leasehold Improvements, Net 926,905 Accounts Payable and Accrued Expenses (124,825) Capital Lease Obligations (6,045) Total 1,448,353 Amount agreed to be paid by Shrewsbury in future years (as discussed in subsequent Note 10) (467,610) Amount recognized as contribution expenses on the statement of activities during the year ended June 30, $ 980,

15 NOTES TO FINANCIAL STATEMENTS June 30, 2013 and 2012 Note 10: Due from Shrewsbury As discussed in Note 9, in conjunction with the contribution of assets and liabilities to Shrewsbury, the Organization and Shrewsbury informally agreed that Shrewsbury would pay the Organization $467,610 in future years. This amount is unsecured and bears no interest. Repayment is scheduled for a five (5) year period. The Organization also advanced an additional $50,000 to Shrewsbury to aid in starting up their operations as a separate entity. During the year ended June 30, 2013, the Organization received $100,000 from Shrewsbury, leaving $417,610 remaining outstanding as of June 30, 2013, which is presented as a non-current asset because of the lack of formal repayment terms. -11-

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