COMPEER, INC. FINANCIAL REPORTS DECEMBER 31, 2009 Certified Public Accountants | 1870 Winton Road S., Suite 200 | Rochester, New York 14618 | 585.295.2400 | EFPRotenberg.com INDEPENDENT AUDITORS’ REPORT To the Board of Directors of Compeer, Inc. We have audited the statements of financial position of Compeer, Inc. as of December 31, 2009 and 2008, and the related statements of activities and changes in net deficit, functional expenses, and cash flows for the years then ended. These financial statements are the responsibility of the Organization’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Compeer, Inc. as of December 31, 2009 and 2008, and the changes in its net deficit and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental statement of changes in unrestricted net deficit for the year ended December 31, 2009 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. EFP Rotenberg, LLP Rochester, New York June 1, 2010 COMPEER, INC. Statements of Financial Position December 31, 2009 and 2008 2009 2008 ASSETS Assets Cash and cash equivalents Accounts receivable Prepaid expenses Office equipment - net of accumulated depreciation of $1,807 and $1,204, respectively Total Assets $ 63,451 20,389 408 $ 1,004 1,037 25,625 807 $ 85,252 $ 27,469 $ 1,972 6,660 2,399 89,617 73,906 $ 16,866 3,658 2,300 96,912 31,875 LIABILITIES AND NET DEFICIT Liabilities Accounts payable Accrued payroll and payroll taxes Payable to affiliate Loan payable - affiliate Deferred revenue Total Liabilities 174,554 151,611 Net Deficit Unrestricted Temporarily restricted Total net deficit (89,302) (89,302) (129,142) 5,000 (124,142) Total Liabilities and Net Deficit $ 85,252 The accompanying notes are an integral part of these financial statements. -2- $ 27,469 COMPEER, INC. Statement of Activities and Changes in Net Deficit For the Year Ended December 31, 2009 Support and Revenue Program services Contributions Membership dues Other income Net assets released from restrictions Total support and revenue Unrestricted Temporarily Restricted $ $ Expenses Program services Management and general Total expenses 7,500 31,675 9,869 252,319 301,363 208,267 47,640 255,907 Change in Net Assets Before Other Expense Net Deficit - Beginning Net Deficit - Ending $ 247,319 7,500 31,675 9,869 296,363 208,267 47,640 255,907 (5,000) 5,616 Change in Net Deficit $ - 45,456 Other Expense Interest expense 247,319 (252,319) (5,000) Total 40,456 - 5,616 39,840 (5,000) 34,840 (129,142) 5,000 (124,142) (89,302) $ - The accompanying notes are an integral part of these financial statements. -3- $ (89,302) COMPEER, INC. Statement of Activities and Changes in Net Deficit For the Year Ended December 31, 2008 Support and Revenue Program services Contributions Membership dues Other income Net assets released from restrictions Total support and revenue Unrestricted Temporarily Restricted $ $ 10,000 34,900 2,331 247,653 294,884 Expenses Program services Management and general Total expenses 242,001 63,422 305,423 Change in Net Assets Before Other Expense (10,539) Other Expense Interest expense Net Deficit - Beginning Net Deficit - Ending $ $ - 247,153 15,500 34,900 2,331 299,884 242,001 63,422 305,423 5,000 6,489 Change in Net Deficit 247,153 5,500 (247,653) 5,000 Total (5,539) - 6,489 (17,028) 5,000 (12,028) (112,114) - (112,114) (129,142) $ 5,000 The accompanying notes are an integral part of these financial statements. -4- $ (124,142) COMPEER, INC. Statement of Functional Expenses For the Year Ended December 31, 2009 NYS Program OMH pass through Salaries Consultants Meetings and travel Occupancy (rent and utilities) Legal and professional Payroll taxes Employee benefits Insurance Supplies Telephone and internet Postage and shipping Public relations Client enrichment Conferences Miscellaneous Subcontractors Equipment rental Depreciation Dues and subscriptions Printing Janitorial Service charge Total functional expenses $ $ 99,000 29,423 7,862 4,708 2,147 552 2,617 1,211 631 720 173 253 1,312 1,068 602 541 30 158 127 153,135 Livingston County Program $ $ 28,164 1,215 3,207 2,028 4,149 872 1,023 1,226 1,002 904 1,022 306 197 45,315 International Program Management and General $ $ $ 1,875 884 1,177 294 (151) 912 965 618 542 818 594 471 344 126 135 130 39 32 12 9,817 $ 21,120 17,184 6,239 1,714 781 602 47,640 The accompanying notes are an integral part of these financial statements. -5- 2009 Total $ $ 99,000 80,582 17,184 9,961 9,092 6,239 6,183 5,331 4,401 3,199 2,475 2,264 1,895 1,869 1,783 1,718 728 676 602 357 197 159 12 255,907 COMPEER, INC. Statement of Functional Expenses For the Year Ended December 31, 2008 NYS Program OMH pass through Salaries Consultants Legal and professional Occupancy (rent and utilities) Employee benefits Telephone and internet Payroll taxes Conferences Insurance Public relations Meetings and travel Equipment rental Miscellaneous Supplies Postage and shipping Subcontractors Client enrichment Depreciation Dues and subscriptions Service charge Printing Total $ $ 96,500 29,660 4,770 410 1,989 1,887 3,080 1,860 834 1,255 1,191 810 406 672 98 42 145,464 Livingston County Program $ $ 26,052 3,897 5,565 2,215 2,189 355 413 822 1,493 273 167 192 764 149 618 218 22 9 45,413 International Program Management and General $ $ $ 24,024 4,770 4,265 4,139 2,200 1,688 1,861 2,391 861 1,560 751 1,004 802 673 92 43 51,124 $ 12,936 29,766 16,634 2,333 1,151 602 63,422 The accompanying notes are an integral part of these financial statements. -6- 2008 Total $ $ 96,500 92,672 29,766 16,634 13,437 12,573 8,343 7,427 5,123 4,134 3,213 3,188 3,088 2,109 2,006 1,972 1,494 618 602 218 212 94 305,423 COMPEER, INC. Statements of Cash Flows For the Years Ended December 31, 2009 and 2008 2009 Cash Flows from Operating Activities Change in net deficit Adjustments Depreciation Equipment given to landlord in lieu of cash Forgiveness of amounts owed to affiliate Changes in assets and liabilities Accounts receivable Prepaid expenses Accounts payable Accrued payroll and payroll taxes Payable to affiliate Deferred revenue Net cash flows from operating activities $ 34,840 2008 $ 602 - 602 1,000 (2,000) 5,236 (408) (14,894) 3,002 99 42,031 70,508 Cash Flows from Investing Activities Purchases of equipment (12,028) 5,442 1,674 4,288 (4,658) 300 (2,325) (7,705) (799) - Cash Flows from Financing Activities Repayments on loan to affiliate (7,295) - Net Change in Cash and Cash Equivalents 62,414 (7,705) 1,037 8,742 Cash and Cash Equivalents - Beginning Cash and Cash Equivalents - Ending $ 63,451 The accompanying notes are an integral part of these financial statements. -7- $ 1,037 COMPEER, INC. Notes to Financial Statements Note 1. Summary of Significant Accounting Policies and Organization Organization - The primary purpose of Compeer, Inc. (Compeer) is to support and disseminate, on a national and international basis, the Compeer model for providing volunteer companion services to individuals being treated for mental illnesses or other emotional issues. Standards of Accounting and Financial Reporting - The financial statements are presented in accordance with ASC 958-205 (formerly: SFAS No. 117, “Financial Statements of Not-For-Profit Organizations”). Under ASC 958-205, Compeer is required to report 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, defined as follows: Unrestricted Net Assets - Net assets that are not subject to donor-imposed stipulations. Temporarily Restricted Net Assets - Net assets subject to donor-imposed stipulations that will be met either by actions and/or the passage of time. Permanently Restricted Net Assets - Net assets subject to donor-imposed stipulations that they be maintained permanently. Generally, the donors of these assets permit the use of all or part of the income earned on the related investments for general or specific purposes. Compeer accounts for contributions in accordance with ASC 605-10 (formerly: SFAS No. 116, “Accounting for Contributions Received and Contributions Made”), whereby contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support depending on the existence and/or nature of any donor restrictions. Temporarily restricted net assets are reclassified to unrestricted net assets upon satisfaction of the time or purpose restrictions. Expenses are reported as decreases in unrestricted net assets. Gains and losses on assets or liabilities are reported as increases or decreases in unrestricted net assets unless their use is restricted by explicit donor stipulation or by law. Expirations of temporary restrictions on net assets are reported as satisfaction of restrictions. Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. Cash and Cash Equivalents - For the purposes of the statements of financial position and the statements of cash flows, all short-term investments with an original maturity of three months or less are considered to be cash equivalents. Accounts Receivable - Compeer considers accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If amounts become uncollectible, they will be charged to operations when that determination is made. Office Equipment - Office equipment is recorded at cost. Depreciation is computed on the straight-line method over an estimated useful life of five years. Expenditures for maintenance, repairs and renewals of relatively minor items are generally charged to earnings as incurred. It is the Organization’s policy to capitalize all assets in excess of $50 and an estimated useful life of more than one year. Deferred Revenue - Membership dues are recorded as revenues when earned. Accordingly, amounts billed and paid prior to being earned are recorded as deferred revenue and recognized when services are rendered. Deferred revenue is also comprised of amounts received in advance of contract periods. -8- COMPEER, INC. Notes to Financial Statements Member Agencies - Compeer allocates funds to member agencies which provide services which rehabilitate and support men, women and children receiving mental health care. Income Taxes - Compeer is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. However, income from certain activities not directly related to the Organization’s taxexempt purpose is subject to taxation as unrelated business income. In June 2006, the Financial Accounting Standards Board issued ASC 740-10-50 (formerly: FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”), which prescribed a comprehensive model for how an organization should measure, recognize, present, and disclose in its financial statements uncertain tax positions that the organization has taken or expects to take on their informational returns. ASC 740-10-50 is effective for nonpublic entities for years beginning after December 15, 2008. The Facility adopted ASC 740-10-50 as of January 1, 2009 and, thereafter, recognizes the tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. Management believes that Compeer is currently operating in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no liability for unrecognized tax benefits has been included on Compeer’s financial statements. The exempt Compeer’s informational returns are subject to audit by various taxing authorities and its open audit periods are 2006 through 2009. Subsequent Events - On May 28, 2009, the FASB issued ASC 855-10 (formerly: SFAS No. 165 "Subsequent Events"). ASC 855-10 provides guidance on management's assessment of subsequent events and requires additional disclosure about the timing of management's assessment of subsequent events. It does not significantly change the accounting requirements for the reporting of subsequent events. ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009. Compeer adopted ASC 855-10 as of December 31, 2009 and accordingly assessed subsequent events in these annual financial statements from December 31, 2009 through June 1, 2010, the date these financial statements were issued. The adoption of this standard did not materially impact Compeer’s financial position, activities and changes in net deficit, or disclosures in the financial statements. Note 2. Related Party Transactions Compeer Rochester, Inc. (Rochester) is a related party through common board members and interim management. As of December 31, 2009, Compeer has a liability to Rochester of $2,399 for 401K and shared office use expenses. As of December 31, 2008, Compeer had a liability to Rochester of $2,300 for donations erroneously deposited by Compeer. Compeer has a term loan due to Rochester in monthly installments of $1,076, including interest at 6% due December 2018. Amounts owed to Rochester from Compeer were $89,617 and $96,912 at December 31, 2009 and 2008, respectively. Interest expense was $5,616 and $6,489 for the years ended December 31, 2009 and 2008, respectively. Annual maturities of the term loan payable are as follows: 2010 2011 2012 2013 2014 Thereafter Total $ $ -9- 7,745 8,222 8,729 9,268 9,840 45,813 89,617 COMPEER, INC. Notes to Financial Statements Note 3. Concentrations Approximately 85% of Compeer’s revenues are received from two funding sources. Note 4. Lease Commitments Compeer rented office space and equipment from a company owned by its former president on a monthto-month basis through September 30, 2008. Office space and equipment is rented from a related party beginning October 1, 2008. Rent expense totaled $5,187 and $10,600 for the years ended December 31, 2009 and 2008, respectively. Equipment rental expense totaled $676 and $3,089 for the years ended December 31, 2009 and 2008, respectively. Compeer’s Livingston County program rents office space from an unrelated company on a month-tomonth basis with a required 30 day notice given to renegotiate the lease at a future time. They are also required to pay a portion of the utilities under another co-tenant agreement with another unrelated company. Rent and utility expense under the agreements totaled $2,400 and $2,200 for the years ended December 31, 2009 and 2008, respectively. Note 5. Benefit Plan Compeer sponsors a defined contribution plan covering all employees who have reached the age of 21 years and completed one year of service. Compeer matches 100% of employee contributions up to 3% of employee wages. In addition, the Board of Directors may approve a discretionary contribution to the Plan. Matching contributions to the plan totaled $1,204 and $2,043 for the years ended December 31, 2009 and 2008, respectively. There were no discretionary contributions during 2009 or 2008. Note 6. Supplemental Cash Flow Information 2009 Cash paid during the year for: Interest $ - 10 - 5,616 2008 $ 6,489 COMPEER, INC. Supplemental Statement of Changes in Unrestricted Net Deficit For the Year Ended December 31, 2009 NYS Program Revenues Contributions, contracts, and grants Other income Membership dues Total revenues $ 197,224 197,224 Expenses OMH pass through Overhead allocation Salaries Consultants Meetings and travel Occupancy Legal and professional Payroll taxes Interest Employee benefits Insurance Supplies Telephone and internet Postage and shipping Public relations Client enrichment Conferences Miscellaneous Subcontractors Equipment rental Depreciation Dues and subscriptions Printing Janitorial Service charge Total expenses 99,000 38,030 29,423 7,862 4,708 2,147 5,616 552 2,617 1,211 631 720 173 253 1,312 1,068 602 541 30 158 127 196,781 Change in Net Deficit 443 Net Deficit - Beginning Net Deficit - Ending Livingston County Program International Program Management and General $ $ $ 4,805 28,164 1,215 3,207 2,028 4,149 872 1,023 1,226 1,002 904 1,022 306 197 50,120 (3,915) (1,318) $ (1,343) 13,081 9,288 31,675 54,044 $ - 4,805 1,875 884 1,177 294 (151) 912 965 618 542 818 594 471 344 126 135 130 39 32 12 14,622 (25) (4,358) $ 50,095 50,095 Total $ 260,400 9,288 31,675 301,363 (47,640) 21,120 17,184 6,239 1,714 781 602 - 99,000 80,582 17,184 9,961 9,092 6,239 6,183 5,616 5,331 4,401 3,199 2,475 2,264 1,895 1,869 1,783 1,718 728 676 602 357 197 159 12 261,523 39,422 - 39,840 (123,466) - (129,142) (84,044) $ The accompanying notes are an integral part of these financial statements. - 11 - - $ (89,302)