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Collective Impact in New Hanover County 6-30-2022 - FS COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. COMBINED FINANCIAL STATEMENTS YEAR ENDED JUNE 30, 2022 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Table of Contents Page No. Independent Auditor's Report ……………………………………………………………1 Financial Statements Combined Statement of Financial Position …………………………………………3 Combined Statement of Activities and Changes in Net Assets ……………………4 Combined Statement of Cash Flows ………………………………………………5 Notes to Financial Statements ………………………………………………………6 Supplemental Combining Information Combining Statement of Financial Position ………………………………………15 Combining Statement of Activities and Changes in Net Assets ……………………16 Combining Statement of Cash Flows ………………………………………………17 Independent Auditor's Report To the Board of Directors Collective Impact in New Hanover County, Inc. Wilmington, North Carolina Opinion We have audited the accompanying combined financial statements of the Collective Impact in New Hanover County,Inc.(the "Organization") and affiliates,which comprise the combined statement of financial position as of June 30, 2022,and the related combined statements of activities and changes in net assets, and cash flows for the year then ended, and the related notes to the financial statements. In our opinion,the accompanying combined financial statements referred to above present fairly,in all material respects,the financial position of the Collective Impact in New Hanover County,Inc.as of June 30,2022,and the changes in its net assets,functional expenses and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America.Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of Financial Statements section of our report.We are required to be independent of the Organization, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibility of Management for the Combined Financial Statements Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for 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. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Organization's ability to continue as a going concern within one year after the date that the combined financial statements are available to be issued. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement,whether due to fraud or error,and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America will always detect a material misstatement when it exists. Page 1 •Exercise professional judgment and maintain professional skepticism throughout the audit. •Identify and assess the risks of material misstatement of the financial statements,whether due to fraud or error,and design and perform audit procedures responsive to those risks.Such procedures include examining,on a test basis,evidence regarding the amounts and disclosures in the financial statements. •Obtain an understanding of internal control relevant to the audit 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 Association's internal control. Accordingly, no such opinion is expressed. •Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management,as well as evaluate the overall presentation of the financial statements. •Conclude whether,in our judgment,there are conditions or events,considered in the aggregate,that raise substantial doubt about the Association's ability to continue as a going concern for a reasonable period of time. Raleigh, North Carolina May 18, 2023 Our audit was conducted for the purpose of forming an opinion on the combined financial statements as a whole.The accompanying combining statements on pages 15 -17 ("supplementary information"), which is the responsibility of management,is presented for purposes of additional analysis and is not a required part of the combined financial statements.The supplementary information was derived from and relates directly to the underlying accounting and other records used to prepare the combined financial statements.That 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 combined financial statements or to the combined financial statements themselves,and other additional procedures in accordance with U.S.GAAP.In our opinion,the supplementary information is fairly stated in all material respects in relation to the combined financial statements as a whole. Auditor's Responsibilities for the Audit of the Financial Statements (Continued) The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,as fraud may involve collusion,forgery,intentional omissions,misrepresentations,or the override of internal control.Misstatements are considered material if there is a substantial likelihood that,individually or in the aggregate,they would influence the judgment made by a reasonable user based on the financial statements. We are required to communicate with those charged with governance regarding,among other matters, the planned scope and timing of the audit,significant audit findings,and certain internal control related matters that we identified during the audit. In performing an audit in accordance with auditing standards generally accepted in the United States of America, we: Report on Combining Supplementary Information Page 2 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Combined Statement of Financial Position June 30, 2022 Current Assets: Cash and cash equivalents 2,790,384$ Accounts receivable 5,513 Pledge receivables 37,500 Prepaid expenses 57,482 Receivable, joint venture 6,705 Total current assets 2,897,584 Other assets: Restricted cash: Funds held by Property Management Company 31,057 Tenant security deposits held by Property Management Company 75,600 Total restricted cash 106,657 Utility deposits 3,481 Investment in joint venture 4,835 114,973 Property, equipment and software, net of accumulated depreciation and amortization 15,008,637 Total assets 18,021,194$ Current Liabilities: Accounts payable and accrued expenses 85,424$ Accrued salaries and wages 26,434 Accrued interest 14,250 Deferred revenue, current 95,652 Refundable advances, grants 341,667 Total current liabilities 563,427 Noncurrent Liabilities: Tenant security deposits 75,600 Deferred revenue 78,083 Note payables 1,850,000 Total noncurrent liabilities 2,003,683 Total liabilities 2,567,110 Net Assets and Unrestricted Members' Equity: Without donor restrictions: Net assets without donor restrictions 836,654 Unrestricted members' equity, non-controlling interest 14,579,930 Total net assets without donor restrictions 15,416,584 With donor restrictions - Collective Impact in New Hanover County 37,500 Total net assets and members' equity 15,454,084 Total liabilities and net assets 18,021,194$ Assets Liabilities and Net Assets See Notes to Combined Financial Statements Page 3 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Combined Statement of Activities and Changes in Net Assets Year Ended June 30, 2022 Without Donor With Donor Restrictions Restrictions Total Revenues Contributions 317,458$ -$ 317,458$ Service contracts 810,861 - 810,861 Management fees 2,600 - 2,600 Rent income 562,343 - 562,343 Interest income 579 - 579 Equity in net earnings of joint venture (5,165) - (5,165) Net assets released from restriction 335,000 (335,000) - Total revenues without donor restrictions 2,023,676 (335,000) 1,688,676 Expenses: Salaries and benefits 1,121,622 - 1,121,622 Professional services 36,076 - 36,076 Advertising and promotion 16,512 - 16,512 Office expenses 5,204 - 5,204 Information technology 71,295 - 71,295 Occupancy 1,200 - 1,200 Travel and meetings 13,392 - 13,392 Contract services 113,953 - 113,953 Community programs 7,763 - 7,763 Professional development 13,858 - 13,858 Healthy opportunity pilot expenses 30,323 - 30,323 Bank fees 514 - 514 COVID response fees 1,318 - 1,318 Other expenses 10,491 - 10,491 Other administrative expenses 44,491 - 44,491 Operating and maintenance 223,977 - 223,977 Property taxes and insurance 115,310 - 115,310 Depreciation 215,547 - 215,547 Interest expense 25,250 - 25,250 Total expenses 2,068,096 - 2,068,096 Other Income (Expenses): Gain on sale of asset 15,399 - 15,399 Total other income 15,399 - 15,399 Change in net assets before other changes (29,021) (335,000) (364,021) Other Changes in Net Assets: Capital contributions from Class B members unaffiliated 11,100,000 - 11,100,000 Total other changes in net assets 11,100,000 - 11,100,000 Total change in net assets 11,070,979 (335,000) 10,735,979 Net assets - beginning 4,345,605 372,500 4,718,105 Net assets - ending 15,416,584$ 37,500$ 15,454,084$ See Notes to Combined Financial Statements Page 4 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Combined Statement of Cash Flows Year Ended June 30, 2022 Cash flows from operating activities: Change in net assets before other changes (364,021)$ Adjustments to reconcile change in net assets to net cash provided by operating activities: Equity in income from joint venture 5,165 Depreciation 215,547 Gain on sale of asset (15,399) (Increase) decrease in: Accounts and pledges receivables 376,029 Prepaid expenses (36,165) Receivable, joint venture (6,705) Utility deposits 653 Increase (decrease) in: Accounts payable and accrued expenses 1,872 Accrued salaries and wages 13,848 Accrued interest 14,250 Tenant security deposits 60,965 Deferred revenue 173,735 Refundable advances, grants 341,667 Net cash provided by operating activities 781,441 Cash flows from financing activities: Capital contributions, non-controlling interest 11,100,000 Proceeds from note payables 1,850,000 Net cash provided by financing activities 12,950,000 Cash flows from investing activities: Acquisition of property, equipment and software (11,622,017) Proceeds from sale of property 90,894 Investment in joint venture (10,000) Net cash used in investing activities (11,541,123) Increase in cash, cash equivalents, and restricted cash 2,190,318 Cash, cash equivalents, and restricted cash - beginning 706,723 Cash, cash equivalents, and restricted cash - ending 2,897,041$ Reconciliation of cash, cash equivalents, and restricted cash reported on the combined statement of financial position to cash, cash equivalents, and restricted cash shown above: Cash and cash equivalents 2,790,384$ Restricted deposits and funded reserves 106,657 Cash and cash equivalents 2,897,041$ Supplemental disclosures of cash flow information: Cash payments for interest 11,000$ See Notes to Combined Financial Statements Page 5 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements Organization Collective Impact in New Hanover County, Inc. Cape Fear Collective Ventures, LLC Cape Fear Collective Impact Opportunity 1, LLC Cape Fear Collective Impact Opportunity 2, LLC Cape Fear Collective Capital, LLC Cape Fear Affordable Housing, LLC Mission Driven Motors, LLC NOTE 1 -NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Collective Impact in New Hanover County,Inc.("Cape Fear Collective"or the "Organization") was organized in North Carolina in 2019 as a nonprofit 501(c)(3)organization.The Organization was formed to drive equitable systemic change in Southeastern North Carolina by collaborating with community partners to leverage local assets,illuminate actionable insights,and catalyze innovative programming.The Organization established the following entities in order to utilize private sector capital to further the tax-exempt, charitable purpose of the Organization: Cape Fear Collective Capital,LLC is a North Carolina limited liability company.Cape Fear Collective is the sole member. Cape Fear Collective Impact Opportunity 2,LLC is a North Carolina limited liability company organized for the purpose of investing in the acquisition,rehabilitation,or new construction of Qualified Housing Projects in New Hanover and Pender County,North Carolina.The Company has Class A and Class B membership interests.Class B members are nonvoting except as set forth in the operating agreement.Cape Fear Collective Ventures,which is wholly owned by Cape Fear Collective, is the sole Class A member. Cape Fear Collective Impact Opportunity 1,LLC is a North Carolina limited liability company organized for the purpose of investing in the acquisition,rehabilitation,or new construction of Qualified Housing Projects in New Hanover and Pender County,North Carolina.The Company has Class A and Class B membership interests.Class B members are nonvoting except as set forth in the operating agreement. Cape Fear Collective is the sole Class A member. Cape Fear Collective Ventures,LLC is a North Carolina limited liability company.Cape Fear Collective is the sole member. Cape Fear Affordable Housing,LLC is a North Carolina limited liability company.Cape Fear Collective Capital, which is wholly owned by Cape Fear Collective, is the sole member. Mission Driven Motors,LLC is a North Carolina limited liability company.Cape Fear Collective Capital, which is wholly owned by Cape Fear Collective, is the sole member. Page 6 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements Basis of Presentation •Collective Impact in New Hanover County, Inc. •Cape Fear Collective Ventures, LLC •Cape Fear Collective Impact Opportunity 1, LLC •Cape Fear Collective Impact Opportunity 2, LLC •Cape Fear Collective Capital, LLC •Cape Fear Affordable Housing, LLC •Mission Driven Motors, LLC Net Assets Cash, Cash Equivalents, Restricted Cash and Funded Reserves For purposes of reporting the statements of cash flows,the Organization includes all cash investments and certificates of deposit with a maturity of three months or less as cash,cash equivalents,restricted cash and funded reserves.Restricted cash includes funds held by property management company,and tenant security deposits. The financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.The accrual method records revenue when earned and expenses when incurred.As a result,receivables are recorded as assets,and obligations due are shown as liabilities. The Organization reports information regarding its financial position and activities according to two net asset categories as follows: The accompanying combined financial statements incorporate the accounts of the following entities (collectively "the Organizations"): NOTE 1 -NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The above listed entities are related through common ownership or management.The interest owned by the unaffiliated members is referred to in the accompanying combined financial statements as the non-controlling interest and represents the unaffiliated members'proportionate share of equity and net results from operations.All significant inter-organization balances and transactions have been eliminated. Net assets without donor restrictions:Net assets that are not subject to donor‐imposed restrictions and may be expended for any purpose in performing the primary objectives of the Organization.The Organization’s board may designate assets without restrictions for specific operational purposes from time to time. Net assets with donor restrictions:Net assets subject to stipulations imposed by donors and grantors. Some donor restrictions are temporary in nature;those restrictions will be met by actions of the Organization or by the passage of time.Other donor restrictions may be perpetual in nature,whereby the donor has stipulated the funds be maintained in perpetuity. Page 7 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements Investment in Joint Venture Accounts Receivable Pledges Receivable Refundable Advances, Grants Property and Equipment Computer equipment 3 years Buildings and building improvements 5-27.5 years Accounts receivable are primarily comprised of amounts due to the Organization for program services and tenant rent.The Organization determines the past due status of receivables based on the contractual terms of the original agreement or invoice,timing for payment and past due amounts, collection history,and other economic factors.Interest is not normally charged on overdue accounts. The Organization writes off receivables when they become uncollectible.As of June 30,2022, accounts receivable were considered to be collectible. Accounting principles generally accepted in the United States of America require that long-lived assets and certain identifiable tangible assets held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of an asset may not be recoverable.The Organization did not identify any long-lived assets as being impaired during the year ended June 30, 2022. Depreciation is provided over the estimated useful lives of the individual assets by the straight-line method. The estimated useful lives used in the computation of depreciation are as follows: NOTE 1 -NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Pledges receivable represents donors' unconditional promises to give at a later time. In January 2022,Cape Fear Collective Capital,LLC entered into an agreement with Brick Capital Community Development Corporation to form a joint venture,Brick Capital and Cape Fear Collective Housing Initiative,LLC,to further the tax-exempt,charitable purposes of the joint venture's members by promoting affordable housing to low-income individuals in the Lee County region of North Carolina and to engage in other charitable activities consistent with the charitable mission of its members.The Organization has a 50%member interest in the joint venture and accounts for its investment in the joint venture using the equity method. Conditional grants are recognized as revenue at the time the conditions of the grant are substantially met.Any conditional grant amounts received for which the conditions have not yet been met are recorded as refundable advances. The Organization capitalizes acquisitions of property and equipment,including software purchases,at cost.The cost of maintenance and repairs is expensed as incurred.Expenditures which materially increase the property lives of the assets are capitalized.Upon retirement or other disposition of depreciable properties,the cost and related accumulated depreciation are removed from the property accounts and any gain or loss is reflected in income. Page 8 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements Revenue Recognition Management fees -The Organization provides company management services for the LLCs in which the Organization is a member.Revenue is recognized based on the period for which services are provided.Unearned revenue amounts are reported as deferred revenue.Management fees between the combined entities have been eliminated. Service contracts -The Organization provides data science expertise and support services.Revenue is recognized based on the identified performance obligations within the agreement.Unearned revenue amounts are reported as deferred revenue. Contributions and promises to give are reported as increases in net assets with or without donor restrictions,depending on the existence and/or nature of any donor restrictions.Support that is restricted by the donor is reported as an increase in net assets without donor restrictions if the restriction expires in the reporting period in which the support is recognized.All other donor‐restricted support is reported as an increase in net assets with donor restrictions.When a restriction expires (that is,when a stipulated time restriction ends or purpose restriction is accomplished),net assets with donor restrictions are reclassified to net assets without donor restrictions and reported in the statement of activities and changes in net assets as net assets released from restrictions. Grant revenues that are nonreciprocal and unconditional are recognized as support revenue upon the awarding of the grant as increases in net assets with or without donor restrictions,depending on the existence and/or nature of any donor restrictions.When the time restriction expires or the Organization incurs expenditures in compliance with purpose restrictions,revenues are released from restriction. Conditional grants are recognized as revenue at the time the conditions of the grant are substantially met.Any conditional grant amounts received for which the conditions have not yet been met are recorded as refundable advances. NOTE 1 -NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Organization presents its financial statements using the accrual basis of accounting,recognizing revenue when earned and expenses when incurred.The Organization derives revenue from grants, contributions,service contracts,management fees,and rental income.Program service revenue is recognized when the services are performed.Contributions are recognized when cash,securities or other assets,unconditional promise to give,or notification of a beneficial interest is received.Grants are reported as contributions if the transaction is unreciprocal and as program revenues if the transaction is reciprocal.Conditional promises to give are not recognized until the conditions on which they depend have been substantially met. Rental income is recognized as rentals become due.Rental payments secured in advance are deferred until earned. All leases between the Company and the tenants are short-term operating leases. Deferred revenue consists of monies received for exchange activities that have been received for a future period,but not yet recognized as revenue based on the Organization's revenue recognition policy.The Organization records deferred revenues when cash has been received,but the corresponding revenue has not yet been earned. Program services have identified performance obligation(s)or are satisfied over time.Payment is due as services are rendered. Program revenues collected in advance are reported as deferred revenue. Page 9 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements Use of Estimates Income Tax Status NOTE 2 - CONCENTRATION OF CREDIT RISK Collective Impact in New Hanover County, Inc.550,860$ Cape Fear Collective Impact Opportunity 1, LLC 63,274 Cape Fear Collective Impact Opportunity 2, LLC 202,354 Cape Fear Collective Capital, LLC 1,156,199 1,972,687$ NOTE 3 - SERVICE CONTRACTS June 30, 2022 July 1, 2021 Receivables 3,991$ 13,210$ Deferred revenue (advances and deposits)173,735$ -$ NOTE 1 -NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Organization provides data science expertise,including data analytic dashboards and related support services.Revenue is recognized when the performance obligations of providing the services are met.Unearned revenue amounts are reported as deferred revenue.The beginning and ending contract balances were as follows: The Organization occasionally maintains deposits in excess of federally insured limits.The Organization maintains its cash balances in reputable financial institutions in the United States of America,and accounts are insured by the Federal Deposit Insurance Corporation up to $250,000 at each financial institution. At June 30, 2022, the Organizations' uninsured cash balances were: It is the Organization's policy to evaluate all tax positions to identify any that may be considered uncertain.All identified material tax positions are assessed and measured by a more-likely-than-not threshold to determine if the tax position is uncertain and what,if any,the effect of the uncertain tax position may have on the financial statements.No material uncertain tax positions were identified for 2022. Any changes in the amount of a tax position will be recognized in the period the change occurs. The Organization is a not-for-profit organization that is exempt from federal and state income taxes under Section 501(c)(3)of the Internal Revenue Code and the North Carolina Department of Revenue. Contributions to the Organization are tax deductible.Any federal or state income taxes associated with the combined LLCs are the responsibility of the individual members.Therefore,no provision for income taxes has been made in the accompanying financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Page 10 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements NOTE 3 - SERVICE CONTRACTS (Continued) NOTE 4 - PROPERTY, EQUIPMENT, AND SOFTWARE Cape Fear Collective LLCs Total Land -$ 5,205,106$ 5,205,106$ Buildings - 9,461,102 9,461,102 Building improvements - 459,394 459,394 Office equipment 2,214 - 2,214 Software 125,000 - 125,000 Total 127,214 15,125,602 15,252,816 Less accumulated depreciation (8,517)(235,662)(244,179) Total property and equipment, net 118,697$ 14,889,940$ 15,008,637$ NOTE 5 - LIQUIDITY Cape Fear Collective LLCs Total Cash and cash equivalents 806,034$ 1,984,350$ 2,790,384$ Accounts receivable 3,991 1,522 5,513 Pledge receivables 37,500 - 37,500 Receivable, joint venture 2,600 4,105 6,705 Total financial assets available to meet expenditures within the next 12 months 850,125$ 1,989,977$ 2,840,102$ NOTE 6 - PROMISES TO GIVE Amounts due in: Less than one year $ 25,000 One to five years 12,500 Total $ 37,500 The Organization’s financial assets available for general expenditure,that is,without donor or other restrictions limiting their use,within one year of the statements of support,revenues,and expenses date, are as follows: Depreciation expense was $215,547 for the year ended June 30, 2022. Property and equipment consisted of the following as of June 30, 2022: As of June 30,2022,the unconditional promises to give totaled $37,500,due in 18 monthly installments of $2,083. Uncollectible promises are expected to be insignificant. As of June 30,2022,deferred service contract revenue totaling $95,652 is current and expected to be earned within the year ending June 30, 2023. Page 11 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements NOTE 7 - NET ASSETS Effective January 25,2022,Class B members made all scheduled contributions per the operating agreement.As of June 30,2022,all 11,100 scheduled Class B units have been issued and all Class B members' contributions totaling $11,100,000 have been made. As of June 30,2022,net assets with donor restrictions as to purpose or the passage of time consisted of $37,500 of pledges receivable.During the year ended June 30,2022,pledges receivable totaling $335,000 was released from donor restrictions. Cape Fear Collective Impact Opportunity 1, LLC Cape Fear Collective Impact Opportunity 2, LLC During the year ended June 30,2022,no additional Class B member units were issued.As of June 30, 2022,all 3,750 scheduled Class B units have been issued and all Class B members contributions totaling $3,750,000 have been made. Preferred return -Class B member interests include a preferred return.The preferred return means, with respect to each holder of Class B Units,an amount equal to twenty dollars ($20)per Class B Unit on or before December 1,2021,and accruing after December 1,2021,at a rate of two percent (2%)per annum (prorated for any partial year),compounding quarterly,on the initial Capital Contribution per Class B Unit of $1,000 plus any accrued but unpaid Preferred Return.The Preferred Return with respect to any Capital Contribution shall accrue from and after the date the associated Capital Contribution is made to the Company. Redemption rights-Class B member interests include redemption rights based on a quarterly redemption schedule starting March 1,2021.The redemption price per Class B unit starts at $1,020 and after December 1,2021,increases by 0.05%each quarter.On any redemption date prior to December 1,2023,the Company may,but is not required to,redeem any or all of the Class B units at the applicable redemption price.Beginning on December 1,2023 and on each redemption date thereafter,ending on December 1,2025,the Company must use any and all available cash to redeem Class B units.Available cash means the aggregate amount of unrestricted cash in excess of $250,000, excluding any amounts restricted with respect to its permissible use under the terms of an agreement. As of June 30, 2022, no Class B units have been redeemed. Both Cape Fear Collective Impact Opportunity 1,LLC and Cape Fear Collective Impact Opportunity 2, LLC have Class A and B membership interests with Cape Fear Collective as the sole Class A member, which is combined and included in net assets without donor restrictions within the accompanying financial statements.Class B members are nonvoting except as set forth in the respective operating agreements.Class B member interests are shown as non-controlling interests within the accompanying financial statements. Equity transactions Net assets with donor restrictions Page 12 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements NOTE 7 - NET ASSETS (Continued) NOTE 8 - DEBT NOTE 9 - INVESTMENT IN JOINT VENTURE Total assets 519,978$ Total liabilities 510,308 Net assets 9,670$ Revenues -$ Net income (10,330)$ The Organization's interest is as follows: Share of net income (5,165)$ Cape Fear Collective Impact Opportunity 2, LLC (Continued) Preferred return -Class B member interests include a preferred return.The preferred return means, with respect to each holder of Class B Units,an amount equal to twenty dollars ($20)per Class B Unit on or before January 31,2023,and accruing after January 31,2023,at a rate of two percent (2%)per annum (prorated for any partial year),compounding quarterly,on the initial Capital Contribution per Class B Unit of $1,000 plus any accrued but unpaid Preferred Return.The Preferred Return with respect to any Capital Contribution shall accrue from and after the date the associated Capital Contribution is made to the Company. Redemption rights-Class B member interests include redemption rights based on a quarterly redemption schedule starting March 1,2021.The redemption price per Class B unit starts at $1,020 and after January 31,2023,increases by 0.05%each quarter.On any quarterly redemption date,the Company may,but is not required to,redeem any or all of the Class B units at the applicable redemption price;provided,however,on the redemption dates of January 31,2025,January 31,2027, and January 31,2029,the Company must use any and all available cash to redeem Class B units. Available cash means the aggregate amount of unrestricted cash on hand or in bank,money market,or similar accounts of the Company in excess of an amount equal to ten percent (10%)of the book value of all Company property (not reduced for depreciation or amortization),including cash,as of each applicable date that available cash must be determined.As of June 30,2022,no Class B units have been redeemed. During the year ended June 30,2022,the Organizations issued multiple promissory notes,under Collective Capital,LLC,totaling $1,850,000.The promissory notes have a term of 5 years with maturity dates ranging from August to December 2026.Interest accrues on the principal amount of the notes in an amount of 2%per annum,payable semi-annually.During the year ended June 30,2022, interest expense on the note payables totaled $25,250.As of June 30,2022,accrued interest totaled $14,250. The principal amount of the notes are payable at maturity in the year ending June 30, 2027. The following summarizes the condensed financial activity of the Joint Venture as of and for the year ended June 30, 2022: Page 13 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC. Notes to Combined Financial Statements NOTE 10 - PAID TIME OFF (PTO) NOTE 11 - FUNCTIONAL EXPENSES Administrative Fundraising Program Total Salaries and benefits 168,243$ 33,649$ 919,730$ 1,121,622$ Professional services 36,076 - - 36,076 Advertising and promotion 12,232 - 4,280 16,512 Office expenses 5,204 - - 5,204 Information technology 12,753 - 58,542 71,295 Occupancy 180 36 984 1,200 Travel and meetings 1,180 1,180 11,032 13,392 Contract services 2,929 1,953 109,071 113,953 Community programs - - 7,763 7,763 Professional development 13,858 - - 13,858 Healthy opportunity pilot - - 30,323 30,323 Bank fees 514 - - 514 COVID response fees - - 1,318 1,318 Other expenses 10,491 - - 10,491 Other administrative expenses 44,491 - - 44,491 Operating and maintenance - - 223,977 223,977 Property taxes and insurance 6,645 212 108,453 115,310 Depreciation 184 - 215,363 215,547 Interest expense - - 25,250 25,250 314,980$ 37,030$ 1,716,086$ 2,068,096$ NOTE 12 - SUBSEQUENT EVENTS The Organization's policy does not allow employees to accrue time-off with no compensation for PTO upon termination. Management has evaluated events and transactions for potential recognition or disclosure through May 18,2023,which is the date the financial statements were available to be issued.No material subsequent events required recognition or additional disclosure in these combined financial statements. The costs of providing the various programs and activities have been summarized below on a functional basis.Accordingly,certain costs have been allocated among program and supporting services.Expenses that can be identified with a specific program and support service are allocated directly.Other expenses are allocated by function based on estimates of employees’time incurred and usage of resources. Supporting Services Page 14 SUPPLEMENTARY INFORMATION COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC.Combining Statement of Financial PositionJune 30, 2022 Cape FearCollective Affordable Mission Driven Collective Impact Impact Collective Eliminating501(c) 3 Housing Motors Capital Opportunity 1 Opportunity 2 Ventures Sub-total Entries Total Current Assets: Cash and cash equivalents 806,034$ 36$ -$ 1,155,667$ 313,274$ 515,323$ 50$ 1,984,350$ -$ 2,790,384$ Accounts receivable 3,991 - - 1,522 - - - 1,522 - 5,513 Pledges receivable 37,500 - - - - - - - - 37,500 Prepaid expenses 1,038 - - - 13,837 42,607 - 56,444 - 57,482 Receivable, joint venture 2,600 - - 4,105 - - - 4,105 - 6,705 Interfund receivables (payables)256,982 (567,817) (3,086) 645,941 (87,278) (195,470) (49,272) (256,982) - - Total current assets 1,108,145 (567,781) (3,086) 1,807,235 239,833 362,460 (49,222) 1,789,439 - 2,897,584 Other assets:Restricted cash:Funds held by Property Management Company - 1,000 - - 3,690 26,367 - 31,057 - 31,057 Tenant security deposits held by Property Management Company - - - - 12,535 63,065 - 75,600 - 75,600 Total restricted cash - 1,000 - - 16,225 89,432 - 106,657 - 106,657 Utility deposits - - - - 3,426 55 - 3,481 - 3,481 Investment in joint venture - - - 4,835 - - - 4,835 - 4,835 - 1,000 - 4,835 19,651 89,487 - 114,973 - 114,973 Property, equipment and software, net ofaccumulated depreciation and amortization 118,697 545,267 - - 3,534,238 10,810,435 - 14,889,940 - 15,008,637 Total assets 1,226,842$ (21,514)$ (3,086)$ 1,812,070$ 3,793,722$ 11,262,382$ (49,222)$ 16,794,352$ -$ 18,021,194$ Current Liabilities:Accounts payable and accrued expenses 11,611$ 924$ 6,308$ 4,598$ 5,605$ 56,378$ -$ 73,813$ -$ 85,424$ Accrued salaries and wages 26,434 - - - - - - - - 26,434 Accrued interest - - - 14,250 - - - 14,250 - 14,250 Deferred revenue, current 95,652 - - - - - - - - 95,652 Refundable advances, grants 341,667 - - - - - - - - 341,667 Total current liabilities 475,364 924 6,308 18,848 5,605 56,378 - 88,063 - 563,427 Noncurrent Liabilities:Tenant security deposits - - - - 12,535 63,065 - 75,600 - 75,600 Deferred revenue 78,083 - - - - - - - - 78,083 Note payables - - - 1,850,000 - - - 1,850,000 - 1,850,000 Total noncurrent liabilities 78,083 - - 1,850,000 12,535 63,065 - 1,925,600 - 2,003,683 Total liabilities 553,447 924 6,308 1,868,848 18,140 119,443 - 2,013,663 - 2,567,110 Net Assets and Unrestricted Members' Equity:Without donor restrictions: Net assets without donor restrictions 635,895 (22,438) (9,394) (56,778) 288,623 49,968 (49,222) 200,759 - 836,654 Unrestricted members' equity, non-controlling interest - - - - 3,486,959 11,092,971 - 14,579,930 - 14,579,930 Total net assets without donor restrictions 635,895 (22,438) (9,394) (56,778) 3,775,582 11,142,939 (49,222) 14,780,689 - 15,416,584 With donor restrictions - Collective Impact in New Hanover County 37,500 - - - - - - - - 37,500 Total net assets and members' equity 673,395 (22,438) (9,394) (56,778) 3,775,582 11,142,939 (49,222) 14,780,689 - 15,454,084 Total liabilities and net assets 1,226,842$ (21,514)$ (3,086)$ 1,812,070$ 3,793,722$ 11,262,382$ (49,222)$ 16,794,352$ -$ 18,021,194$ Assets Liabilities and Net Assets Limited Liability Companies See Independent Auditor's Report Page 15 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC.Combining Statement of Activities and Changes in Net Assets Year Ended June 30, 2022 Without Donor With Donor Affordable Mission Driven Collective Impact Impact Collective Eliminating CombinedRestrictionsRestrictionsSub-total Housing Motors Capital Opportunity 1 Opportunity 2 Ventures Sub-total Entries TotalsRevenuesContributions317,458$ -$ 317,458$ -$ -$ -$ -$ -$ -$ -$ -$ 317,458$ Service contracts 810,861 - 810,861 - - - - - - - - 810,861 Management fees 206,717 - 206,717 - - - - - - - (204,117) 2,600 Rent income - - - 4,958 - - 190,169 367,216 - 562,343 - 562,343 Interest income 428 - 428 - - 103 39 9 - 151 - 579 Equity in net earnings of joint venture - - - - - (5,165) - - - (5,165) - (5,165) Net assets released from restriction 335,000 (335,000) - - - - - - - - - - Total revenue, gains and other support 1,670,464 (335,000) 1,335,464 4,958 - (5,062) 190,208 367,225 - 557,329 (204,117) 1,688,676 Expenses: Salaries and benefits 1,121,622 - 1,121,622 - - - - - - - - 1,121,622 Professional services 36,076 - 36,076 - - - - - - - - 36,076 Advertising and promotion 16,512 - 16,512 - - - - - - - - 16,512 Office expenses 5,204 - 5,204 - - - - - - - - 5,204 Information technology 71,295 - 71,295 - - - - - - - - 71,295 Occupancy 1,200 - 1,200 - - - - - - - - 1,200 Travel and meetings 13,392 - 13,392 - - - - - - - - 13,392 Contract services 113,953 - 113,953 - - - - - - - - 113,953 Community programs 7,763 - 7,763 - - - - - - - - 7,763 Professional development 13,858 - 13,858 - - - - - - - - 13,858 Healthy opportunity pilot expenses 30,323 - 30,323 - - - - - - - - 30,323 Bank fees 514 - 514 - - - - - - - - 514 COVID response fees 1,318 - 1,318 - - - - - - - - 1,318 Other expenses 10,491 - 10,491 - - - - - - - - 10,491 Management fee, company administration - - - 6,500 3,900 19,800 81,000 92,917 - 204,117 (204,117) - Other administrative expenses - - - 1,264 6,494 5,666 19,228 11,617 222 44,491 - 44,491 Operating and maintenance - - - 3,547 - - 113,721 106,709 - 223,977 - 223,977 Property taxes and insurance 7,070 - 7,070 9,710 - - 38,626 59,904 - 108,240 - 115,310 Depreciation 8,517 - 8,517 7,375 - - 96,516 103,139 - 207,030 - 215,547 Interest expense - - - - - 25,250 - - - 25,250 - 25,250 Total expenses 1,459,108 - 1,459,108 28,396 10,394 50,716 349,091 374,286 222 813,105 (204,117)2,068,096 Other Income (Expenses): Gain on sale of asset - - - - - - 15,399 - - 15,399 - 15,399 Total other income (expenses)- - - - - - 15,399 - - 15,399 - 15,399 Change in net assets before other changes 211,356 (335,000) (123,644) (23,438) (10,394) (55,778) (143,484) (7,061) (222) (240,377) - (364,021) Other changes in net assetsTransfers to affiliates (251,950) - (251,950) - - (2,000) - - (50,000) (52,000) 303,950 - Transfers from affiliates, Class A member - - - 1,000 1,000 1,000 250,000 50,000 950 303,950 (303,950) - Capital contributions from Class B members unaffiliated - - - - - - - 11,100,000 - 11,100,000 - 11,100,000 Total other changes in net assets (251,950) - (251,950) 1,000 1,000 (1,000) 250,000 11,150,000 (49,050) 11,351,950 - 11,100,000 Total change in net assets (40,594) (335,000) (375,594) (22,438) (9,394) (56,778) 106,516 11,142,939 (49,272) 11,111,573 - 10,735,979 Net assets - beginning 676,489 372,500 1,048,989 - - - 3,669,066 - 50 3,669,116 - 4,718,105 Net assets - ending 635,895$ 37,500$ 673,395$ (22,438)$ (9,394)$ (56,778)$ 3,775,582$ 11,142,939$ (49,222)$ 14,780,689$ -$ 15,454,084$ Cape Fear Collective 501(c) 3 Limited Liability Companies See Independent Auditor's Report Page 16 COLLECTIVE IMPACT IN NEW HANOVER COUNTY, INC.Combining Statement of Cash FlowsYear Ended June 30, 2022 Cape Fear Affordable Mission Driven Collective Impact Impact Collective Eliminating Combined Collective Housing Motors Capital Opportunity 1 Opportunity 2 Ventures Sub-total Entries Totals Cash flows from operating activities:Change in net assets before other changes (123,644)$ (23,438)$ (10,394)$ (55,778)$ (143,484)$ (7,061)$ (222)$ (240,377)$ -$ (364,021)$ Adjustments to reconcile change in net assets to net cash provided by (used in) operating activities: Equity in income from joint venture - - - 5,165 - - - 5,165 - 5,165 Depreciation 8,517 7,375 - - 96,516 103,139 - 207,030 - 215,547 Gain on sale of asset - - - - (15,399) - - (15,399) - (15,399) (Increase) decrease in: Accounts and pledges receivables 377,551 - - (1,522) - - - (1,522) - 376,029 Prepaid expenses 39 - - - 6,403 (42,607) - (36,204) - (36,165) Receivable, joint venture (2,600) - - (4,105) - - - (4,105) - (6,705) Utility deposits - - - - 708 (55) - 653 - 653 Increase (decrease) in: Accounts payable and accrued expenses (4,747) 924 6,308 4,598 (61,589) 56,378 - 6,619 - 1,872 Accrued salaries and wages 13,848 - - - - - - - - 13,848 Accrued interest - - - 14,250 - - - 14,250 - 14,250 Tenant security deposits - - - - (2,100) 63,065 - 60,965 - 60,965 Deferred revenue 173,735 - - - - - - - - 173,735 Refundable advances, grants 341,667 - - - - - - - - 341,667 Net cash provided by (used in) operating activities 784,366 (15,139) (4,086) (37,392) (118,945) 172,859 (222) (2,925) - 781,441 Cash flows from financing activities: Capital contributions, non-controlling interest - - - - - 11,100,000 - 11,100,000 - 11,100,000 Proceeds from note payables - - - 1,850,000 - - - 1,850,000 - 1,850,000 Interfund receivables (payables)(231,420) 567,817 3,086 (645,991) 61,766 195,470 49,272 231,420 - - Transfers to (from) affiliates (251,950) 1,000 1,000 (1,000) 250,000 50,000 (49,050) 251,950 - - Net cash provided by (used in) financing activities (483,370) 568,817 4,086 1,203,009 311,766 11,345,470 222 13,433,370 - 12,950,000 Cash flows from investing activities: Acquisition of property, equipment and software (127,214) (552,642) - - (28,587) (10,913,574) - (11,494,803) - (11,622,017) Proceeds from sale of property - - - - 90,894 - - 90,894 - 90,894 Investment in joint venture - - - (10,000) - - - (10,000) - (10,000) Net cash provided by (used in) investing activities (127,214) (552,642) - (10,000) 62,307 (10,913,574) - (11,413,909) - (11,541,123) Increase in cash, cash equivalents, and restricted cash 173,782 1,036 - 1,155,617 255,128 604,755 - 2,016,536 - 2,190,318 Cash, cash equivalents, and restricted cash - beginning 632,252 - - 50 74,371 - 50 74,471 - 706,723 Cash, cash equivalents, and restricted cash - ending 806,034$ 1,036$ -$ 1,155,667$ 329,499$ 604,755$ 50$ 2,091,007$ -$ 2,897,041$ Reconciliation of cash, cash equivalents, and restricted cash reported on the combined statement of financial position to cash, cash equivalents, and restricted cash shown above: Cash and cash equivalents 806,034$ 36$ -$ 1,155,667$ 313,274$ 515,323$ 50$ 1,984,350$ -$ 2,790,384$ Restricted deposits and funded reserves - 1,000 - - 16,225 89,432 - 106,657 - 106,657 Cash and cash equivalents 806,034$ 1,036$ -$ 1,155,667$ 329,499$ 604,755$ 50$ 2,091,007$ -$ 2,897,041$ Supplemental disclosures of cash flow information: Cash payments for interest -$ -$ -$ 11,000$ -$ -$ -$ 11,000$ -$ 11,000$ Limited Liability Companies See Independent Auditor's Report Page 17