HIGHPOINT COMMUNITY CHURCH

Memphis, Tennessee Financial Statements Year Ended July 31, 2010

Financial Statements Year Ended July 31, 2010 TABLE OF CONTENTS Page Independent Auditors' Report 1 Statements of Financial Position 2 Statements of Activities 3-5 Statements of Cash Flows 6 Notes to Financial Statements 7-9

INDEPENDENT AUDITORS' REPORT To the Board of Trustees Highpoint Community Church Memphis, Tennessee We have audited the financial statements of Highpoint Community Church (a not-for-profit organization) as of July 31, 2010, and the related statements of activities and cash flows for the year then ended. These financial statements are the responsibility of the Church s management. 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 includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Church s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Highpoint Community Church as of July 31, 2010, and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. We have also compiled the accompanying statements of financial position as of July 31, 2009 and 2008, and the related statements of activities and cash flows for the years then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the 2009 and 2008 financial statements and, accordingly, do not express an opinion or any other assurance on them. June 24, 2011

Statements of Financial Position July 31, 2010, 2009 and 2008 Page 2 (Audited) (Compiled) (Compiled) 2010 2009 2008 ASSETS Current Assets Cash $ 433,172 $ 283,868 $ 150,341 Prepaid expenses 22,525 40,278 - Total current assets 455,697 324,146 150,341 Property and Equipment Audio, visual and lighting 370,302 306,641 300,758 Furniture, fixtures and equipment 130,924 105,681 105,681 Building improvements 34,614 8,083 - Construction in progress 72,089 13,500 - Accumulated depreciation (284,623) (215,108) (151,882) Total property and equipment 323,306 218,797 254,557 Total Assets $ 779,003 $ 542,943 $ 404,898 LIABILITIES AND NET ASSETS Current Liabilities Accounts payable $ 81,268 $ 16,396 $ - Note payable - - 36,499 Total current liabilities 81,268 16,396 36,499 Net Assets Unrestricted 664,398 514,446 317,027 Temporarily restricted 33,337 12,101 51,372 Total net assets 697,735 526,547 368,399 Total Liabilities and Net Assets $ 779,003 $ 542,943 $ 404,898 The accompanying notes are an integral part of these financial statements.

Statement of Activities For the Year Ended July 31, 2010 Page 3 (Audited) Temporarily Unrestricted Restricted Total Revenues Tithes and offerings $ 1,843,256 $ - $ 1,843,256 Program income 80,649-80,649 Designated income - 137,291 137,291 Other income 1,804-1,804 Net assets released from restrictions 116,055 (116,055) - Total revenues 2,041,764 21,236 2,063,000 Expenses Ministry expenses Ministry expenses 93,776-93,776 Adult ministry 40,107-40,107 Children's ministry 110,779-110,779 Student ministry 206,850-206,850 College and singles ministry 19,206-19,206 Discipleship ministry 29,498-29,498 Women's ministry 35,009-35,009 Recovery ministry 19,815-19,815 Guest services 26,913-26,913 Care ministry 16,288-16,288 Production and media ministry 178,871-178,871 Creative ministry 149,656-149,656 Missions ministry 107,355-107,355 Benevolence 47,520-47,520 Total ministry expenses 1,081,643-1,081,643 Supporting services Facilities 395,627-395,627 Personnel 314,348-314,348 Administrative 100,194-100,194 Total supporting services 810,169-810,169 Total expenses 1,891,812-1,891,812 Change in Net Assets 149,952 21,236 171,188 Net Assets at Beginning of the Year 514,446 12,101 526,547 Net Assets at End of the Year $ 664,398 $ 33,337 $ 697,735 The accompanying notes are an integral part of these financial statements.

Statement of Activities For the Year Ended July 31, 2009 Page 4 (Compiled) Temporarily Unrestricted Restricted Total Revenues Tithes and offerings $ 1,588,845 $ - $ 1,588,845 Program income 118,370-118,370 Designated income - 59,130 59,130 Other income 729-729 Net assets released from restrictions 98,401 (98,401) - Total revenues 1,806,345 (39,271) 1,767,074 Expenses Ministry expenses Ministry expenses 23,200-23,200 Adult ministry 18,709-18,709 Children's ministry 38,589-38,589 Student ministry 117,004-117,004 College and singles ministry 1,420-1,420 Discipleship ministry 21,576-21,576 Women's ministry 50,528-50,528 Recovery ministry 5,728-5,728 Guest services 19,946-19,946 Care ministry 12,503-12,503 Production and media ministry 162,854-162,854 Creative ministry 211,228-211,228 Missions ministry 109,924-109,924 Benevolence 135,236-135,236 Total ministry expenses 928,445-928,445 Supporting services Facilities 357,588-357,588 Personnel 236,287-236,287 Administrative 86,606-86,606 Total supporting services 680,481-680,481 Total expenses 1,608,926-1,608,926 Change in Net Assets 197,419 (39,271) 158,148 Net Assets at Beginning of the Year 317,027 51,372 368,399 Net Assets at End of the Year $ 514,446 $ 12,101 $ 526,547 The accompanying notes are an integral part of these financial statements.

Statement of Activities For the Year Ended July 31, 2008 Page 5 (Compiled) Temporarily Unrestricted Restricted Total Revenues Tithes and offerings $ 1,342,301 $ - $ 1,342,301 Program income 66,944-66,944 Designated income - 216,191 216,191 Other income 421-421 Net assets released from restrictions 175,000 (175,000) - Total revenues 1,584,666 41,191 1,625,857 Expenses Ministry expenses Ministry expenses 22,361-22,361 Adult ministry 44,514-44,514 Children's ministry 78,955-78,955 Student ministry 125,221-125,221 Discipleship ministry 126,999-126,999 Women's ministry 39,471-39,471 Recovery ministry 10,972-10,972 Guest services 39,142-39,142 Care ministry 31,654-31,654 Production and media ministry 127,986-127,986 Creative ministry 56,617-56,617 Benevolence 259,269-259,269 Total ministry expenses 963,161-963,161 Supporting services Facilities 199,353-199,353 Personnel 246,394-246,394 Administrative 56,335-56,335 Total supporting services 502,082-502,082 Total expenses 1,465,243-1,465,243 Change in Net Assets 119,423 41,191 160,614 Net Assets at Beginning of the Year 197,604 10,181 207,785 Net Assets at End of the Year $ 317,027 $ 51,372 $ 368,399 The accompanying notes are an integral part of these financial statements.

Statements of Cash Flows For the Years Ended July 31, 2010, 2009 and 2008 Page 6 (Audited) (Compiled) (Compiled) 2010 2009 2008 Cash Flows from Operating Activities Change in net assets $ 171,188 $ 158,148 $ 160,614 Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation 69,516 63,225 61,595 (Increase) decrease in prepaid expenses 17,753 (40,278) - Increase in accounts payable 64,872 16,396 - Net cash provided by operating activities 323,329 197,491 222,209 Cash Flows from Investing Activities Purchase of property and equipment (174,025) (27,465) - Cash Flows from Financing Activities Payments on note payable - (36,499) (104,185) Net Change in Cash 149,304 133,527 118,024 Cash at Beginning of the Year 283,868 150,341 32,317 Cash at End of the Year $ 433,172 $ 283,868 $ 150,341 Supplemental Disclosure: Cash paid for interest $ - $ 611 $ 6,729 The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements Page 7 1 - Organization and Nature of Activities Highpoint Community Church (the "Church"), was incorporated as a not-for-profit religious organization in Tennessee in 2002. The Church s dream is to offer a place of worship that offers compassion without compromise. The Church strives for the relentless teaching of God's Word that makes sense for people in real life and embraces a style of worship that celebrates freedom. They endeavor to be a place where people feel a connection and move from acquaintances to deep friendships, where people are equipped to maximize their potential and a place where the Great Commandment and Great Commission come alive through acts of service and love. The church is exempt from federal income taxes under section 501(c)(3) of the Internal Revenue Code as other than a private foundation. 2 - Significant Accounting Policies Basis of Accounting - The financial statements of the Church have been prepared on the accrual basis of accounting. Under the accrual basis of accounting, revenues are recognized when earned, and expenses are recognized when the obligation is incurred. Basis of Presentation - As required by the Not-for-Profit Entities Classification of Net Assets topic of the Financial Accounting Standards Board Accounting Standards Codification (the FASB ASC ), the Church reports information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets. Revenue Recognition - Contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence and/or nature of any donor restrictions. All donor-restricted contributions are reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a stipulated time restriction ends or purpose restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. Programs - The program services provided by the Church are summarized as follows: Ministry Expenses - Provides resources for staff to pursue professional and personal development; also includes resources for developing coaching/mentoring relationships with members. Adult Ministry - Provides the support to meet the needs of weekly classes. Children's Ministry - Provides ministry to all children birth - 6th grades. Student Ministry - Provides ministry to middle and high school students. College and Singles Ministry - Provides ministry to college students and single adults. Discipleship Ministry - Provides the support to equip and grow Christians in their relationship with Christ. Women's Ministry - Provides the support to foster relationships between females, including retreats, bible studies, events, etc. Recovery Ministry - Provides the support to help members and non-members deal with hurts, habits and hangups. Guest Services - Provides the support to create a great first time impression for guests. Care Ministry - Provides the support to meet care needs for members.

Notes to Financial Statements Page 8 2 - Significant Accounting Policies (continued) Production and Media Ministry - Provides technical support to worship environments; enhances experiences through media/video. Creative Ministry - Provides the support to meet the needs of all weekly worship environments and Church communication. Missions Ministry - Provides the support to minister and evangelize both locally and globally. Benevolence - Provides the support for assisting with the financial needs of members. Use of Estimates - Management uses estimates and assumptions in preparing these financial statements. Those estimates and assumptions affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. Revenues and Support - Revenues and support for the Church are primarily derived from unrestricted contributions from the Church membership. Donated Services - No amounts have been reflected in the financial statements for donated services. The Church pays for most services requiring specific expertise. A large number of people have contributed significant amounts of time to the activities of the Church without compensation. The financial statements do not reflect the value of those contributed services. Donated Assets - Donated marketable securities and other noncash donations are recorded as contributions at their estimated fair values at the date of donation. Compensated Absences - Employees of the Church, administrative and ministerial, are entitled to paid time off depending upon length of service and other factors. The Church cannot reasonably estimate the amount of compensation for future absences; accordingly, no liability has been recorded in the accompanying financial statements. The Church s policy is to recognize the cost of compensated absences when paid to employees. Cash and Cash Equivalents - For purposes of the financial statements, the Church considers all short-term investments with an original maturity of three months or less to be cash equivalents. There are no cash equivalents at July 31, 2010, 2009 and 2008. Property and Equipment - Property and equipment are recorded at cost, if purchased, and fair market value at date of donation, if contributed. Depreciation, including amortization of capitalized lease assets, is calculated using the straight-line method over the estimated useful lives of: Furniture, fixtures and equipment 3 to 7 years Audio, visual and lighting 3 to 7 years Building improvements 3 years Maintenance and repairs are expensed as incurred. Additions to property and equipment of $2,000 or more, including renewals and betterments that extend the useful life of property, are capitalized. Depreciation expense for the years ended July 31, 2010, 2009 and 2008 amounted to $69,516, $63,225 and $61,595 respectively. Subsequent Events - Subsequent events have been evaluated through June 24, 2011, which is the date the financial statements were available to be issued.

Notes to Financial Statements Page 9 3 - Note Payable The Church entered into a credit agreement with a bank in May 2005 that provided up to $300,000 under a promissory note with monthly payments of principal and interest due at a fixed rate of 6.50%. The note was secured by equipment and retired in 2009. There were no outstanding balances at July 31, 2010 and 2009. At July 31, 2008, the outstanding balance under this agreement was $36,499. 4 - Temporarily Restricted Net Assets The balance of temporarily restricted net assets as of July 31, 2010, 2009 and 2008 relates to certain contributions for which the donor has imposed restrictions. Temporarily restricted net assets in the amounts of $116,055, $98,401 and $175,000 for the years ended July 31, 2010, 2009 and 2008, respectively, have been expended in accordance with donor restrictions and have been reclassified to unrestricted net assets. 5 - Operating Lease Commitments The Church rents certain equipment and buildings under non-cancellable operating leases. Future minimum rentals under operating leases are due as follows: 6 - Retirement Plan For the Years Ending July 31, 2011 $ 244,548 2012 229,548 2013 32,463 The Church maintains a 403(b) retirement program for the benefit of its employees, whereby employees make elective contributions to the plan. Each year the Church may, at its sole discretion, contribute to the retirement program. For the years ended July 31, 2010 and 2009, employee contributions were matched up to 3% of compensation by the employer. Contributions are fully vested after twelve months of employment. Plan assets were held in fully funded, participant directed, separate accounts. Retirement plan expense was $15,683 and $12,443 for the years ended July 31, 2010 and 2009, respectively. There were no retirement plan expenses for the year ended July 31, 2008. 7 - Income Tax The Church adopted the Income Taxes topic of the FASB ASC in 2009, which clarifies the accounting for uncertainty in income taxes recognized in the Church's combined financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The topic also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return. The application of this topic did not have a material effect on the Church for the years ended July 31, 2010 and 2009. The Church is subject to filing a Form 990T tax return in the U.S. federal jurisdiction if there is any unrelated business income. The Church's federal income tax returns for tax years 2007 and beyond remain subject to examination by the Internal Revenue Service. The Church did not have unrecognized tax benefits as of July 31, 2010 and 2009 and does not expect this to change significantly over the next twelve months. In connection with the application of the Income Taxes topic, the Church will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of July 31, 2010 and 2009, the Church has not accrued interest or penalties related to uncertain tax positions.