BERGER LEWIS ACCOUNTANCY CORPORATION San Jose, California November 8,

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2 Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The NeighborWorks America - schedules, City of San Jose - HomeVenture Fund - Lending - schedules, and the City of San Jose - ARR - Property, Acquisition, Rehabilitation and Development - schedules are not a required part of the financial statements. The accompanying schedule of expenditures of federal assistance is presented for purposes of additional analysis as required by U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non- Profit Organizations, and is also not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the NeighborWorks America - schedules, City of San Jose - HomeVenture Fund - Lending - schedules, City of San Jose - ARR - Property, Acquisition, Rehabilitation and Development - schedules and schedule of expenditures of federal assistance are fairly stated, in all material respects in relation to the financial statements taken as a whole. BERGER LEWIS ACCOUNTANCY CORPORATION San Jose, California November 8,

3 STATEMENT OF FINANCIAL POSITION June 30, 2012 with Comparative Totals as ofjune 30, 2011 ASSETS 2012 Temporarily Permanently Umestricted Restricted Restricted CURRENT ASSETS: Cash and Cash Equivalents - Operating 44,778 Cash and Cash Equivalents - Revolving Loan Fund 775,726. Investments 6,426 Grants and Program Service Fees Receivable 58,307 Interfund Receivables/(payables) (123,440) 123,440 Other Receivables 4,206 Prepaid Expenses 16,099 Mortgage Loans Available for Sale 471,000 1,431, ,771 Current Portion of Deferred Mortgage Loans, Net 64,020 Development Property Available for Sale Total Current Assets 1,246,676 1,625, ,771 OTHER ASSETS, NET OF CURRENT PORTION: Deferred Mortgage Loans, Net 4,598,676 2,818,873 Deferred Interest Receivable 401,324 Total Other Assets, Net of Current Portion 401,324 4,598,676 2,818,873 RESTRICTED DEPOSITS AND FUNDED RESERVES: Restricted Cash 1,205, ,510 Security Deposits 22,697 Total Restricted Deposits and Funded Reserves 22,697 1,205, ,510 TOTAL ASSETS 1,670,697 7,429,770 3,524,154 Total 2011 Total 44,778 68, , ,244 6,426 6,426 58,307 40,242 4,206 25,700 16,099 21,796 2,200,347 2,337,447 64, , ,000 3,169,909 4,034,774 7,417,549 7,126, , ,892 7,818,873 7,466,146 1,613,142 1,459,065 22,697 23,697 1,635,839 1,482,762 12,624,621 12,983,682 LIABILITIES AND NET ASSETS CURRENT LIABILITIES: Accounts Payable 153,688 Accrued Liabilities 176,020 Current Portion of Accrued Interest 10,625 Line of Credit 99,750 Current Portion of Notes Payable 1,005,000 1,112,164 Total Current Liabilities 1,445,083 1,112,164 LONG-TERM LIABILITIES, NET OF CURRENT PORTION: Accrued Interest 464,818 Notes Payable 2,510,896 79,999 Long-Term Payable to City of San Jose 69,172 Total Long-Term Liabilities, Net of Current Portion 3,044,886 79,999 Total Liabilities 4,489,969 1,192,163 NET ASSETS: Umestricted Net Deficit (Note 16) (2,819,272) Temporarily Restricted Net Assets 6,237,607 Permanently Restricted Net Assets 3,524,154 Total Net Assets (Deficit) (2,819,272} 6,237,607 3,524,154 TOTAL LIABILITIES AND NET ASSETS 1,670,697 7,429,770 3,524, ,688 80, , ,551 10, ,033 99,750 2,117,164 2,490,084 2,557,247 2,847, , ,632 2,590,895 3,347,267 69,172 92,000 3,124,885 3,857,899 5,682,132 6,705,276 (2,819,272) (3,086,936) 6,237,607 5,522,187 3,524,154 3,843,155 6,942,489 6,278,406 12,624,621 12,983,

4 STATEMENT OF ACTNITIES Year Ended June 30, 2012 with Comparative Totals for the Year Ended June 30, Temporarily Permanently Unrestricted Restricted Restricted Total Total SUPPORT AND REVENUE: Support: Federal Sources 647,591 15, , ,164 State and Local Sources 493,503 1,165,000 1,658, ,102 Individuals and Others 94,027 94,027 99,950 Total Support 1,235,121 1,180,500 2,415,621 1,065,216 Revenue: Loan Fees 442, , ,255 Sales Commissions 256, , ,924 Interest and Dividends 204, , ,538 Rental Income ,735 Miscellaneous Income 29,705 29,705 7,589 Loan Reserve Decrease (478,325) 478,325 Total Revenue 454, , , ,041 Total Support and Revenue 1,690,118 1,658,825 3,348,943 1,800,257 Net Assets Released from Restrictions 1,137,406 (818,405) (319,001) Total Support, Revenue and Net Assets Released from Restrictions 2,827, ,420 (319,001) 3,348,943 1,800,257 EXPENSES AND LOSSES: Program Services: HomeOwnership Center 485, , ,184 Lending Program 1,070,321 1,070,321 1,158,029 Real Estate Sales and Development 388, , ,145 Total Program Services 1,943,958 1,943,958 2,291,358 Supporting Services: Management and General 475, , ,765 Fundraising 124, ,757 77,645 Total Supporting Services 600, , ,410 Total Expenses 2,544,485 2,544,485 2,951,768 Losses: Impairment Loss on Property 385,000 Realized Loss on Sale of Property 635, , ,610 Less Reversal of Prior Year Impairment Reserve on Properties Sold (620,215) (30,020) (650,235) Total Losses 15, , , ,000 Total Expenses 'and Losses 2,559, ,000 2,684,860 3,336,768 CHANGE IN NET ASSETS 267, ,420 (319,001) 664,083 (1,536,511) NET ASSETS, Beginning of Year (3,086,936) 5,522,187 3,843,155 6,278,406 7,814,917 NET ASSETS, End of Year (2, ) 6.237,607 3,524,154 6,

5 STATEMENT OF FUNCTIONAL EXPENSES Year Ended June 30, 2012 with Comparative Totals for the Year Ended June 30, 2011 Home- Ownership Center PROGRAM SERVICES SUPPORTING SERVICES TOTALS Real Estate Lending Sales and Management Program Development Total and General Fundraising Total EXPENSES: Salaries 317, , , , ,498 86, ,073 1,080,239 1,231,007 Fringe Benefits 24,874 41,402 19,125 85,401 33,369 3,944 37, , ,723 Payroll Tax 29,231 27,482 14,186 70,899 21,607 7,899 29, , ,885 Total Salaries and Related Expenses 371, , , , ,474 98, ,892 1,303,358 1,487,615 Bad Debt Expense - 628, , , ,191 Mortgage Receivable Allowance - (210,526) - (210,526) (210,526) (32,190) Professional Fees 9,119 61,598 32, ,846 87,883 1,186 89, , ,034 Interest - 52,768 46,186 98,954 5,339-5, , ,314 Office Expenses 8,374 34,713 8,458 51,545 20,062 3,133 23,195 74,740 64,902 Equipment Expenses 17,459 15,988 13,837 47,284 20,574 4,591 25,165 72,449 41,470 Occupancy 22,090 21,140 8,220 51,450 13,604 5,156 18,760 70,210 77,241 Loan Processing 3,794 65,767-69, ,561 48,703 Real Estate Development Expenses ,080 44,080 1,000-1,000 45,080 43,094 Training 15,944 3,953 7,337 27,234 14, ,231 42,465 48,453 Telephone 9,192 8,511 4,955 22,658 6,229 2,213 8,442 31,100 23,480 Insurance 8,609 8,351 3,920 20,880 6,943 2,193 9,136 30,016 30,011 Printing/News Ads/Program Materials 11,822 3,206 7,854 22,882 2, ,863 25,745 43,906 Tax and Licenses ,631 16,631 3,133-3,133 19,764 21,689 Miscellaneous ,807 9, ,782 5,714 15,697 5,007 Utilities 4,067 3,879 3,998 11,944 2, ,748 15,692 12,467 Maintenance and Repairs 3,200 3,827 3,928 10,955 2, ,840 14,795 11,188 Total Expenses Before Depreciation 485,320 1,070, ,317 1,943, , , ,527 2,544,485 2,949,575 Depreciation ,193 Total Functional Expenses 485,320 1,070, ,317 1,943, , , ,527 2,544,485 2,951,768 Percentage of Total 19.1 % 42.0 % 15.3 % 76.4 % 18.7 % 4.9 % 23.6 % % - 5 -

6 STATEMENT OF CASH FLOWS Year Ended June 30, 2012 with Comparative Totals for the Year Ended June 30, CASH FLOWS FROM OPERATING ACTIVITIES: Change in Net Assets 664,083 (1,536,511) Adjustments to Reconcile Change in Net Assets to Net Cash Provided (Used) by Operating Activities: Contributions Restricted for Long-Term Purposes (1,165,000) (415,000) Impairment Loss on Property - 385,000 Realized Loss on Sale of Property 790,610 - Impairment Reserve Decrease (650,235) - Depreciation - 2,193 Provision for Doubtful Accounts (210,526) (32,190) Bad Debt Expense 628, ,191 (Increase) Decrease in Assets: Grants and Program Service Fees Receivable (18,065) 372,737 Other Receivables 21,494 (41,355) Prepaid Expenses 5,697 4,928 Deferred Interest Receivable (61,432) (60,549) Security Deposits 1,000 - Increase (Decrease) in Liabilities: Accounts Payable 50,151 21,554 Accrued Liabilities 23,469 38,340 Accrued Interest (67,222) 115,727 Net Cash Provided (Used) by Operating Activities 12,155 (430,935) CASH FLOWS FROM INVESTING ACTIVITIES: Funding of Mortgage Loans (12,352,050) (7,022,076) Proceeds from Mortgage Loans 12,052,820 5,394,238 Proceeds from Sale of Property 634, ,106 Purchase of Investments - (187) Net Cash Provided (Used) by Investing Activities 335,395 (1,348,919) CASH FLOWS FROM FINANCING ACTIVITIES: Changes in Restricted Cash (154,077) 990,263 Changes in Line of Credit 99,750 - Proceeds from Issuance of Notes Payable 250,000 - Repayments of Notes Payable (1,379,292) (66,256) Proceeds from Contributions Restricted for Mortgage Loans 1,165, ,000 Net Cash Provided (Used) by Financing Activities (18,619) 1,339,007 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 328,931 (440,847) CASH AND CASH EQUIVALENTS, Beginning of Year 491, ,420 CASH AND CASH EQUIVALENTS, End of Year 820, ,573 CASH AND CASH EQUIVALENTS: Operating 44,778 68,329 Revolving Loan Fund 775, ,244 Total Cash and Cash Equivalents 820, ,573 SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: Cash Paid for Interest 171,515 49,

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