Northwest Area Foundation (A Minnesota private nonprofit corporation) Financial Statements March 31, 2006 and 2005

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1 Financial Statements

2 Index Page(s) Report of Independent Auditors... 1 Financial Statements Statements of Financial Position... 2 Statements of Activities and Change in Net Assets... 3 Statements of Cash Flows... 4 Notes to Financial Statements

3 PricewaterhouseCoopers LLP Suite South Sixth Street Minneapolis MN Telephone (612) Facsimile (612) Report of Independent Auditors To the Board of Directors of Northwest Area Foundation In our opinion, the accompanying statements of financial position and the related statements of activities and change in net assets and of cash flows present fairly, in all material respects, the financial position of Northwest Area Foundation at, and the change in its net assets and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Foundation s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. May 31,

4 Statements of Financial Position Assets Cash $ 535,374 $ 60,272 Receivable for securities with settlements pending 592,394 6,097,464 Accrued investment income 773,123 1,209,670 Investments, at fair value (cost value: $403,885,447; $393,046,345) Temporary cash investments 6,938,575 13,783,325 Fixed income 97,479, ,481,858 Domestic equities 168,543,013 84,760,810 International equities 77,699,893 71,049,665 Absolute return strategies 112,130, ,056,353 Private equities 10,431,391 5,369,534 Total investments 473,223, ,501,545 Program-related investments 6,419,112 6,701,699 Other assets 136, ,969 Leasehold improvements, furniture and equipment, net of accumulated depreciation and amortization of $2,436,649 and $2,086,455 in 2006 and 2005, respectively 1,628,594 1,802,986 Total assets $ 483,308,560 $ 452,533,605 Liabilities and Net Assets Liabilities Outstanding checks pending deposits in transit $ - $ 6,069,426 Accounts payable and other liabilities 824, ,500 Payable for securities with settlements pending 1,394,961 - Unpaid grant commitments 201, ,242 Leasehold incentives 328, ,972 Federal excise tax payable, including deferred 1,386, ,000 Total liabilities 4,135,830 8,392,140 Net assets Unrestricted 468,848, ,817,171 Permanently restricted 10,324,294 10,324,294 Total net assets 479,172, ,141,465 Total liabilities and net assets $ 483,308,560 $ 452,533,605 The accompanying notes are an integral part of these financial statements. 2

5 Statements of Activities and Change in Net Assets Years Ended Permanently Permanently Unrestricted Restricted Total Unrestricted Restricted Total Revenues Dividends $ 7,931,435 $ 7,931,435 $ 7,438,429 $ 7,438,429 Interest 8,422,878 8,422,878 8,325,849 8,325,849 Net appreciation in fair value of investments 47,672,867 47,672,867 18,893,508 18,893,508 Other 10,627 10, , ,033 Total revenues 64,037,807 64,037,807 34,804,819 34,804,819 Expenses Program Grants appropriated, net of cancellations and refunds 15,831,274 15,831,274 12,644,019 12,644,019 Program-related administrative 5,048,973 5,048,973 4,766,551 4,766,551 Administrative Nonprogram-related administrative expenses 2,931,420 2,931,420 2,856,702 2,856,702 Investment and related fees 4,408,592 4,408,592 4,065,213 4,065,213 Federal excise tax provision 786, , , ,749 Total expenses 29,006,542 29,006,542 24,517,234 24,517,234 Change in net assets 35,031,265 35,031,265 10,287,585 10,287,585 Net assets Beginning of year 433,817,171 $ 10,324, ,141, ,529,586 $ 10,324, ,853,880 End of year $ 468,848,436 $ 10,324,294 $ 479,172,730 $ 433,817,171 $ 10,324,294 $ 444,141,465 The accompanying notes are an integral part of these financial statements. 3

6 Statements of Cash Flows Years Ended Cash flows from operating activities Change in net assets $ 35,031,265 $ 10,287,585 Adjustments to reconcile change in net assets to net cash used in operating activities Depreciation and amortization 350, ,114 Amortization of leasehold incentives (53,304) (48,862) Net appreciation in fair value of investments (47,672,867) (18,893,508) Deferred excise taxes 496,000 (86,000) Change in other operating assets and liabilities Accrued investment income 436, ,851 Other assets 23,738 3,110 Program-related investments (717,413) (3,518,699) Accounts payable and other liabilities 267,489 69,113 Unpaid grant commitments (292,030) (136,022) Net cash used in operating activities (12,130,381) (11,541,318) Cash flows from investing activities Proceeds from sales of investments 128,653,008 66,984,578 Purchases of investments (109,802,297) (61,910,338) Purchases of leasehold improvements, furniture and equipment (175,802) (66,603) Net cash provided by investing activities 18,674,909 5,007,637 Cash flows from financing activities Outstanding checks pending deposits in transit (6,069,426) 6,069,426 Net cash (used in) provided by financing activities (6,069,426) 6,069,426 Net increase (decrease) in cash 475,102 (464,255) Cash Beginning of year 60, ,527 End of year $ 535,374 $ 60,272 Supplemental disclosures of cash flow information Supplemental disclosure of noncash investing transactions Change in receivable for securities with settlements pending $ (5,505,070) $ 5,233,993 Change in payable for securities with settlements pending 1,394,961 (1,381,867) Cash paid for federal excise taxes 249, ,000 The accompanying notes are an integral part of these financial statements. 4

7 Notes to Financial Statements 1. Organization and Significant Accounting Policies Northwest Area Foundation (the Foundation ) is a private foundation incorporated under the laws of Minnesota. The Foundation exists to help communities in its eight-state region reduce poverty by providing knowledge, financial resources (including grants), products, and services. Basis of Presentation In the financial statements, net assets that have similar characteristics have been combined into categories as follows: Unrestricted - Net assets that are not subject to donor-imposed stipulations. Temporarily restricted - Net assets whose use by the Foundation is subject to donor-imposed stipulations that can be fulfilled by actions of the Foundation pursuant to those stipulations or that expire by the passage of time. Permanently restricted - Net assets subject to donor-imposed stipulations to be maintained permanently by the Foundation. The donors of these assets permit the Foundation to use all of the income earned on these investments. Expenses are generally reported as decreases in unrestricted net assets. Cash Cash represents funds held for use in the operations of the Foundation with original maturities of three months or less. Temporary cash investments held by investment managers are classified as a component of investments. Investments Investments are carried at fair value (generally quoted market prices and appraised values). The cost of investments generally represents amounts paid for investments purchased. The cost of investments sold is determined on a specific identification basis. The Foundation s absolute return strategy investments on the Statement of Financial Position represent a diversified portfolio of approximately 100 hedge funds, using several sub-strategies. A portion of these funds may use derivative financial instruments which are carried at fair value. Private equity investments are made through two investment managers, one using a fund-of-funds structure and the other a regional fund making direct investments. The fund-of-fund approach uses several underlying funds, both U.S. and non-u.s., and focuses in the areas of venture capital and buyouts. The regional fund makes direct investments in the eight-state region in which the Foundation operates and focuses on middle market late-stage and growth investments. Investments are carried at fair value, which is determined by the partnership s general partner. 5

8 Notes to Financial Statements Program-Related Investments Program-related investments consist of both equity and debt positions in organizations that conduct activities that fulfill the charitable purposes of the Foundation. Program-related investments are initially recorded on the Statement of Financial Position at cost when approved. Uncollected interest earned on program-related investments with a debt position is recorded as earned and included in the investment account. These investments are recoverable over periods ranging up to 15 years. In the event that a program-related investment is subsequently determined to be uncollectible or the value is permanently impaired, the Foundation may record the uncollectible amount as a grant appropriation or record an impairment reserve. During the period ended March 31, 2006, valuation adjustments included total write-off of a $1,000,000 equity position and value write-downs totaling $45,000 for impaired debt holdings. $725,000 in new program-related investments were distributed in the fiscal year ended March 31, Accrued Investment Income Accrued investment income includes interest and declared dividends not yet received. Interest income is recorded in the period in which it is earned, and dividend income is recorded on the ex dividend date. Leasehold Improvements, Furniture and Equipment Leasehold improvements, furniture and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of the respective assets ranging from three to ten years. Amortization of leasehold improvements is recorded on a straight-line basis over the shorter of the lease term or the estimated useful life of the improvement. Leasehold Incentives In May 2002, the Foundation received $533,000 from its landlord for leasehold improvements. This amount has been deferred and is being amortized over the lease term of ten years. Grants Grant appropriations are charged to unrestricted net assets at the time the grants are approved by the President of the Foundation subject to the guidelines set forth by the Board of Directors. Conditional grants are recognized as grant appropriations in the Statement of Activities and Change in Net Assets when the conditions are met. Cancellations of grants occur when the grantees do not meet the grant terms. Grants are refunded when grant program needs are less than the appropriated amount. Federal Taxes The Foundation qualifies as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code and is not subject to federal income taxes except for income from its unrelated business activities. 6

9 Notes to Financial Statements Under Section 4940 of the Internal Revenue Code, the Foundation is subject to a 2% excise tax on its taxable investment income received, which principally includes income from investments plus net realized capital gains. Net capital losses, however, are not deductible. Under certain circumstances, the Foundation may qualify for a 1% excise tax rate. An annual determination is made by the Foundation as to whether a 1% or 2% rate is applicable in each year. The Foundation applied the 1% excise tax rate for the current tax provision for the years ended March 31, 2006 and 2005, respectively. Deferred taxes result from certain income and expense items being accounted for in different time periods for financial statement purposes than for federal excise and income tax purposes. Deferred excise tax expense (benefit) arises from the change in unrealized appreciation (depreciation) in fair value of investments and accrued investment income. The deferred excise tax provision (benefit) is calculated utilizing the 2% excise tax rate. Use of Estimates The preparation of the 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Investments Net appreciation in fair value of investments for the years ended, consist of the following: Year ended March 31, 2006 Net realized gains on sales of investments $ 20,010,682 Net unrealized appreciation (depreciation) of investments 27,662,185 Net appreciation in fair value of investments $ 47,672,867 Year ended March 31, 2005 Net realized gains on sales of investments $ 20,702,071 Net unrealized appreciation (depreciation) of investments (1,808,563) Net appreciation in fair value of investments $ 18,893,508 7

10 Notes to Financial Statements 3. Program-Related Investments Program-related investments consist of the following at March 31: Northeast Ventures Corporation (equity) $ - $ 1,000,000 Midwest Minnesota Community Development Corporation (debt) 985,000 1,000,000 Neighborhood Development Center (debt) 413, ,000 Montana Community Development Corporation (debt) 395, ,000 Development Corporation for Children (debt) 375, ,000 CDC Bancshares (debt) 1,000, ,000 Grow Iowa Foundation (debt) 300, ,000 Idaho-Nevada Community Development Financial Institution (debt) 700, ,000 Rainsource Capital (fka MN Investment Network Corporation) (debt) 1,000,000 1,000,000 North Country Cooperative Development Fund (debt) 1,000,000 1,000,000 NE Entrepreneur Fund (debt) 200, ,000 Northeast Ventures Corporation (debt) 30,000-6,398,708 6,683,000 Interest receivable 20,404 18,699 $ 6,419,112 $ 6,701, Use of Financial Instruments The Foundation s investment strategy incorporates certain financial instruments, which involve, to varying degrees, elements of market risk and credit risk in excess of amounts recorded in its financial statements. These financial instruments may include equity, fixed income and foreign currency futures and options contracts, and foreign currency forward contracts. The Foundation uses derivatives to minimize the exposure of certain of its investments to adverse fluctuation in financial and currency markets, thus reducing portfolio risk. The Foundation has not designated any of its derivative financial instruments as hedging instruments. Market risk represents potential loss from the decrease in the value of off-balance-sheet financial instruments. Credit risk represents potential loss from possible nonperformance by obligors and counterparties on the terms of their contracts. Management does not anticipate that losses, if any, resulting from credit or market risk would materially affect the Foundation s financial position. The Foundation s international fixed income portfolio uses derivatives, which are not considered hedges, to minimize foreign currency risks through forward contracts. These contracts mature in less than 60 days. The Foundation s domestic portfolio uses options to minimize volatility; they are marked to market each reporting period. Realized and unrealized gains and losses related to the above instruments are recorded when they occur. 8

11 Notes to Financial Statements 5. Grants Grant activity for the years ended, is summarized as follows: Unpaid commitments at beginning of year $ 493,242 $ 629,264 Grant appropriations, net of cancellations and refunds (*) 15,831,274 12,644,019 Payments (*) (16,123,304) (12,780,041) Unpaid commitments at end of year $ 201,212 $ 493,242 (*) Does not include program-related investments Conditional grants made where conditions have not yet been met totaled $63,075,328 and $41,106,720 at, respectively. 6. Federal Excise Taxes and Distribution Requirements Federal excise taxes for the years ended, consist of the following: Federal excise tax provision (benefit) Current $ 326,403 $ 270,749 Deferred 459,880 (86,000) $ 786,283 $ 184,749 The Foundation is subject to the distribution requirements of the Internal Revenue Code. Accordingly, it must make qualified distributions within one year after the end of each fiscal year of at least 5% of the average market value of its assets as defined to avoid an additional excise tax. The Foundation has complied with these distribution requirements for the year ended March 31, Capital Stock Included in unrestricted net assets are ten shares of capital stock. Under the terms established in the Foundation s by-laws, these ten shares of capital stock have a zero par value. The five trustees hold all ten shares as a unit. (Individuals do not hold separate identifiable shares.) No dividends are paid on these shares, nor do any net earnings of the Foundation benefit any stockholder. 8. Program-Related and Nonprogram-Related Administrative Expenses Program-related expenses relate to control and evaluation of grants, direct program services provided through the Foundation, as well as the salaries and expenses required to run the programs. Nonprogram-related administrative expenses include all expenses incidental to operating the organization. 9

12 Notes to Financial Statements 9. Employee Pension Plan The Foundation has an employee pension plan operated as a self-funded money purchase plan. This is a defined noncontributory plan available to all employees who work a minimum of 1,000 hours per year, following one full year of service. The plan provides for an annual contribution of 11% of each eligible participant s earned compensation up to the IRS permissible maximum of $210,000. Contributions to the plan for the years ended, were $228,512 and $229,441, respectively. 10. Lease Commitments In March 2001, the Foundation entered into a ten-year noncancellable operating lease for office space, which commenced on May 6, Under this lease agreement, the Foundation pays operating costs for the leased property. This lease agreement has renewal options for up to ten additional years. Total rent expense was $229,186 for each of the years ended March 31, 2006 and 2005, net of amortization of the leasehold incentives of $53,304 for the year ended March 31, 2006, and $48,862 for the year ended March 31, Future minimum rental payments at March 31, 2006, are as follows: Fiscal Years Ending 2007 $ 282, , , , , ,490 Thereafter $ 23,541 1,718,481 10

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