DO SOMETHING, INC. FINANCIAL STATEMENTS DECEMBER 31, 2014 (WITH DECEMBER 31, 2013 SUMMARIZED COMPARATIVE TOTALS) DO SOMETHING, INC. CONTENTS Page Independent Auditors' Report 1-2 Financial Statements Statement of Financial Position at December 31, 2014 (With Summarized Comparative Totals at December 31, 2013) 3 Statement of Activities for the Year Ended December 31, 2014 (With Summarized Comparative Totals for the Year Ended December 31, 2013) 4 Statement of Functional Expenses for the Year Ended December 31, 2014 (With Summarized Comparative Totals for the Year Ended December 31, 2013) 5 Statement of Cash Flows for the Year Ended December 31, 2014 (With Summarized Comparative Totals for the Year Ended December 31, 2013) 6 Notes to Financial Statements 7-15 INDEPENDENT AUDITORS' REPORT To The Board of Directors Do Something, Inc. New York, New York Report on the Financial Statements We have audited the accompanying financial statements of Do Something, Inc., which comprise the statement of financial position at December 31, 2014, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes 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. Auditors’ Responsibility 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 from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 1 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Do Something, Inc. at December 31, 2014, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Summarized Comparative Information We have previously audited Do Something, Inc.’s 2013 financial statements, and our report dated June 30, 2014, expressed an unmodified opinion on those audited financial statements. In our opinion, the summarized comparative information presented herein at and for the year ended December 31, 2013, is consistent, in all material respects, with the audited financial statements from which it has been derived. GRASSI & CO., CPAs, P.C. Jericho, New York April 30, 2015 2 DO SOMETHING, INC. STATEMENT OF FINANCIAL POSITION DECEMBER 31, 2014 (WITH SUMMARIZED COMPARATIVE TOTALS AT DECEMBER 31, 2013) ASSETS 2014 2013 Cash and cash equivalents Investments Contributions receivable Other receivables Prepaid expenses Security deposits Fixed assets, net $ 10,315,136 550,123 3,771,828 114,550 75,671 118,221 559,654 $ 10,989,368 548,741 306,254 95,060 24,256 114,760 404,919 TOTAL ASSETS $ 15,505,183 $ 12,483,358 290,206 1,528,500 40,994 519,335 $ 263,325 113,500 38,529 2,731,942 LIABILITIES AND NET ASSETS Liabilities Accounts payable and accrued expenses Grants payable Deferred rent Other liabilities $ TOTAL LIABILITIES 2,379,035 3,147,296 Net assets Unrestricted Temporarily restricted 10,501,187 2,624,961 6,278,411 3,057,651 TOTAL NET ASSETS 13,126,148 9,336,062 TOTAL LIABILITIES AND NET ASSETS $ 15,505,183 $ 12,483,358 The accompanying notes are an integral part of these financial statements. 3 DO SOMETHING, INC. STATEMENT OF ACTIVITIES FOR THE YEAR ENDED DECEMBER 31, 2014 (WITH SUMMARIZED COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 2013) 2014 Temporarily Restricted Unrestricted OPERATING SUPPORT AND REVENUE: Contributions Foundations Corporations Individuals Special events (net of direct expense of $126,125) Donated services and materials Consulting fees Licensing fees Investment income Miscellaneous income Net assets released from restrictions $ Total Operating Support and Revenue 3,062,000 2,343,624 128,692 959,034 11,224,088 990,499 15,000 37,884 30,000 5,712,590 24,503,411 OPERATING EXPENSES: Program services Supporting services Management and general Fundraising Total Operating Expenses $ (432,690) 3,792,000 6,893,524 128,692 959,034 11,224,088 990,499 15,000 37,884 30,000 - $ 841,000 5,585,679 97,968 970,336 7,794,254 407,500 475,000 55,675 279 - 24,070,721 16,227,691 - 19,381,462 13,327,091 738,849 160,324 - 738,849 160,324 555,866 263,591 20,280,635 - 20,280,635 14,146,548 3,790,086 2,081,143 3,057,651 9,336,062 7,254,919 2,624,961 $ 13,126,148 4,222,776 NET ASSETS, BEGINNING OF YEAR 6,278,411 $ 730,000 4,549,900 (5,712,590) 2013 19,381,462 CHANGE IN NET ASSETS NET ASSETS, END OF YEAR $ Total 10,501,187 (432,690) $ The accompanying notes are an integral part of these financial statements. 4 $ 9,336,062 DO SOMETHING, INC. STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2014 (WITH SUMMARIZED COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 2013) Supporting Service Management and General Program Service Salaries Payroll taxes and employee benefits Professional fees Professional fees - in-kind Program communications, marketing and promotion Public service outreach - in-kind Website Catering and conferences Fundraising event expenses-indirect Grants and scholarships Occupancy Equipment rental and maintenance Insurance Telephone and Internet Mobile apps and technology SMS/MMS text products Dues and subscriptions Conferences and meetings Travel, meals and entertainment Travel - in-kind Office expenses and supplies Postage, printing and reproduction Staff development Bank and finance charges Licenses, permits and fees Bad debt expense Miscellaneous Depreciation and amortization $ 3,128,897 684,093 80,313 436,900 617,227 10,650,627 1,931,652 342,601 295,469 11,083 53,607 17,386 586,814 26,075 16,266 168,331 69,540 63,676 10,446 53,902 11,905 124,652 $ 19,381,462 Cost of direct benefits of special events Total Expenses Reported by Function on the Statement of Activities $ 19,381,462 393,368 86,005 47,117 54,927 43,072 1,393 6,740 21,163 8,006 1,313 6,777 3,964 20,412 1,000 27,921 15,671 $ 738,849 - 738,849 86,613 18,937 2,224 12,094 17,327 9,484 307 1,484 4,660 1,763 289 1,492 199 3,451 $ 160,324 - $ Direct Costs of Special Events Fundraising - $ 160,324 - Total 2014 $ 126,125 - 3,608,878 789,035 129,654 503,921 617,227 10,650,627 126,125 17,327 1,931,652 395,157 295,469 12,783 61,831 17,386 586,814 26,075 16,266 194,154 69,540 73,445 12,048 62,171 3,964 32,516 1,000 27,921 143,774 126,125 20,406,760 (126,125) $ - The accompanying notes are an integral part of these financial statements. 5 Total 2013 $ 14,248,948 (126,125) $ 20,280,635 2,970,952 662,981 259,730 201,627 458,924 7,505,257 28,492 102,400 434,150 304,642 161,599 13,947 68,233 6,633 400,850 23,534 20,062 205,635 54,000 74,901 7,981 35,524 13,622 12,398 3,000 28,625 189,249 (102,400) $ 14,146,548 DO SOMETHING, INC. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 (WITH SUMMARIZED COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 2013) 2014 CASH FLOWS FROM OPERATING ACTIVITIES: Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities: Bad debt expense Deferred rent Depreciation and amortization expense Donated stock Realized gain on investments Unrealized loss (gain) on investments Changes in assets (increase) decrease: Contributions receivable Other receivables Prepaid expenses Security deposits Changes in liabilities increase (decrease): Accounts payable and accrued expenses Grants payable Other liabilities $ 3,790,086 2013 $ 2,081,143 1,000 2,465 143,774 (22,262) (10,691) 5,246 3,000 6,903 189,249 (184,007) (4,776) (24,207) (3,466,574) (19,490) (51,415) (3,461) 218,437 (7,442) 532 - 26,881 1,415,000 (2,212,607) 983 (20,900) 2,716,512 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (402,048) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investments Purchase of investments Purchase of fixed assets 202,228 (175,903) (298,509) 209,877 (34,425) (12,530) NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (272,184) 162,922 NET CHANGE IN CASH (674,232) 5,138,349 CASH, BEGINNING OF YEAR CASH, END OF YEAR 4,975,427 10,989,368 5,851,019 $ 10,315,136 $ 10,989,368 The accompanying notes are an integral part of these financial statements. 6 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 1 - Nature of Organization Do Something, Inc. (the “Organization") is a not-for-profit organization founded in 1993. DoSomething.org makes the world suck less. We are one of the largest global organizations for young people and social change. Our members tackle campaigns that impact every cause, from poverty to violence to the environment to literally everything else. Any cause, anytime, anywhere. Our Campaigns: These are calls-to-action that do not require money, an adult or a car. The measurable action has a material effect on a social problem or the well-being of another person. In 2014, DoSomething.org produced over 200 campaigns. The following elements are included in our campaigns: Simple Call to Measurable Action - This is something that young people can do that does not require money, an adult or a car. Campaign Types - Our members can choose campaigns based on what they would like to do: Donate Something, Make Something, Face to Face, Share Something, Host an Event, Start Something, Improve a Space, or Take a Stand. Corporate Sponsor - More than just a source of funds, these companies help our rent pole campaigns reach more young people and maximize social impact. Co-Branded Microsite on DoSomething.org - Our site is always the primary home of campaign information and resources. We build in-house. Cause-Specific Strategic Partner Organizations - These experts help us ensure that our call to actions will have the strongest impact. The Organization’s primary source of revenue is from contributions, special events, contributed services, and fees. The Organization is exempt from income tax under Section 501(c)(3) of the Internal Revenue Code. Note 2 - Summary of Significant Accounting Policies Basis of Accounting The financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Summarized Comparative Totals The financial statements include certain prior-year summarized comparative information in total but not by net asset class. Such information does not include sufficient detail to constitute a presentation in conformity with U.S. GAAP. Accordingly, such information should be read in conjunction with the Organization’s financial statements for the year ended December 31, 2013, from which the summarized information was derived. 7 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 2 - Summary of Significant Accounting Policies (cont’d.) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measurements, a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies, is as follows: Level 1 - Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 - Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Valuations based on unobservable inputs reflecting the Organization’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. At December 31, 2014, the cost basis of the Organization’s financial instruments including cash and cash equivalents, contributions receivable, other receivables, accounts payable and accrued expenses, grants payable, and other liabilities approximated fair value due to the short maturity of these instruments. Refer to Note 4 - Fair Value Measurements for assets measured at fair value. Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with initial maturities when acquired of three months or less. Investments Investments are stated at the readily determinable fair value in accordance with the Not-forProfit Entities topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All interest, dividends and realized and unrealized gains and losses are reported in the statement of activities as increases or decreases in unrestricted net assets. 8 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 2 - Summary of Significant Accounting Policies (cont’d.) Contributions Receivable Unconditional promises to give that are expected to be collected within one year are recorded at net realizable value. Unconditional promises to give that are expected to be collected in future years are recorded at the present value of their estimated future cash flows. The discounts on those amounts are computed using risk free interest rates applicable to the years in which the promises are received. Conditional promises to give are not included as support until the conditions are substantially met. At December 31, 2014, all contributions receivable are due in less than one year. Allowance for Doubtful Accounts The Organization determines whether an allowance for uncollectibles should be provided for receivables. Such estimates are based on management’s assessment of the aged basis of its contributions and other sources, current economic conditions and historical information. Receivables are written off against the allowance for doubtful accounts when all reasonable collection efforts have been exhausted. The Organization has determined that an allowance for doubtful accounts for receivables was not necessary at December 31, 2014. Fixed Assets Fixed assets are recorded at cost, except for donated assets which are recorded at fair market value at the date of donation. The Organization capitalizes all purchases of property and equipment equal to or in excess of $1,000. Repairs and maintenance are charged to expense in the period incurred. Leasehold improvements are amortized over the shorter of the life of the asset or the term of the lease. Depreciation of fixed assets is provided utilizing the straight-line method over the estimated useful lives of the respective assets as follows: Computer software Website and membership platform Computer equipment Furniture and fixtures Leasehold improvements 3 years 5 years 3 years 3 years 5 years Deferred Rent Rent expense is recorded on the straight-line basis over the life of the lease. Rent expense recognized in excess of cash payments is reflected as deferred rent. As future payments exceed the annual expense, deferred rent will be reduced to zero by the end of the lease term. 9 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 2 - Summary of Significant Accounting Policies (cont’d.) Grants Payable Grants payable represent unpaid commitments made by the Organization at December 31, 2014. Grants payable that are expected to be paid within one year are recorded at net realizable value. Grants payable to give that are expected to be paid in future years are recorded at the present value of their estimated future cash flows. The discounts on those amounts are computed using risk free interest rates applicable to the years in which the promises are received. All grants are payable within one to four years. Licensing and Consulting Fees Licensing fees are recorded based on executed agreements entered into between the Organization and third parties. Consulting fees are earned based on the provision of services that the Organization is providing to other companies based on executed agreements. Net Assets Unrestricted net assets include funds having no restriction as to use or purpose imposed by donors. Temporarily restricted net assets are those whose use has been limited by donors to a specific time period or purpose. Contributions The Organization reports gifts of cash or other assets as restricted support, if they are received with donor stipulations that limit the use of the donated assets. When a donor 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. Temporarily restricted contributions that originate in a given year, and are released from restriction in the same year by meeting the donors' restricted purposes, are reflected in unrestricted net assets. Donated Services The Organization received donated print, radio and television public service announcements of approximately $10,650,627 for the year ended December 31, 2014. Such amounts, which are based upon information provided by third-party media services, are recorded at their estimated fair value determined on the date of contribution and are reported as revenue and expense in the statement of activities. As indicated in the statement of functional expenses, the related expenses are reported in accordance with the function benefited. A number of volunteers have made significant contributions of their time in furtherance of the Organization’s program and support functions. The value of this contributed time does not meet the criteria for recognition as contributed services in accordance with generally accepted accounting principles and, accordingly, is not reflected in the accompanying financial statements. 10 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 2 - Summary of Significant Accounting Policies (cont’d.) Functional Expenses The costs of providing the Organization's services have been summarized on a functional basis. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Advertising Advertising expense is recognized as the expense is incurred. Advertising expense for the year ended December 31, 2014 was $339,622. Accounting for Uncertainty in Income Taxes The Organization has adopted the provisions pertaining to uncertain tax provisions (FASB ASC Topic 740) and has determined that there are no material uncertain tax positions that require recognition or disclosure in the financial statements. The Organization is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Organization believes it is no longer subject to income tax examinations prior to 2011. New Accounting Pronouncement On May 28, 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will apply to all companies that report financial statements in accordance with U.S. GAAP and will supersede the current general revenue recognition guidance and most industry-specific guidance. The issuance of this standard will result in a significant change that creates a common revenue recognition model for all companies that generate revenue from contracts with customers to transfer goods or services. This accounting framework expects to provide more useful information to users of the financial statements about how revenue is recognized and offers a more consistent approach across all industries. For nonpublic companies, the standard will be effective for fiscal years beginning after December 15, 2017. Note 3 - Concentration of Credit Risk The Organization maintains cash balances in several financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”) for up to $250,000 per institution. From time to time, the Organization’s balances may exceed these limits. 11 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 4 - Fair Value Measurements The Organization measures its marketable securities at fair value. Fair value is an exit price, representing the amount that would be received on the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants. As a basis for considering such assumptions, a three-tier fair value hierarchy is used which prioritizes the inputs in the valuation methodologies in measuring fair value. Fair Value Hierarchy The methodology for measuring fair value specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs) or reflect the Organization’s own assumptions of market participant valuation (unobservable inputs). Items Measured at Fair Value on a Recurring Basis The following table presents the Organization’s assets that are measured at fair value on a recurring basis at December 31, 2014: Total Marketable securities: Mutual funds - U.S. equity based Mutual funds - U.S. fixed income Equities Total Assets Measured at Fair Value $ 6,508 438,978 104,637 $ 550,123 Level 1 $ Level 2 Level 3 6,508 438,978 104,637 $ - $ - $ 550,123 $ - $ - Note 5 - Investments During the year ended December 31, 2014, investment income consisted of the following: Interest and dividend income Realized gain on investments Unrealized loss on investments 12 $ 32,439 10,691 (5,246) $ 37,884 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 6 - Fixed Assets Fixed assets, net, at cost, consists of the following at December 31, 2014: Computer software Website and membership platform Computer equipment Furniture and fixtures Leasehold improvements $ 281,908 651,506 130,686 42,839 123,063 1,230,002 670,348 $ 559,654 Less: Accumulated depreciation and amortization Depreciation and amortization expense related to fixed assets amounted to $143,774 for the year ended December 31, 2014. Note 7 - Temporarily Restricted Net Assets Temporarily restricted net assets are available for the following: Grants and awards Cause campaigns Time restricted $ 1,738,700 236,261 650,000 $ 2,624,961 Temporarily restricted net assets were released from restrictions by the passage of time and by incurring expenses and capital expenditures satisfying the following: Grants and awards International expansion Cause campaigns Jewish youth development Time restricted 13 $ 1,586,200 200,000 1,751,390 75,000 2,100,000 $ 5,712,590 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 8 - Other Liabilities During 2012, the Organization entered into a fiscal sponsorship agreement with Crisis Text Line, Inc., an unrelated sponsored third party. Accordingly, the Organization performed specific functions based on the agreement, including the collecting and disbursing of monies on behalf of Crisis Text Line, Inc. The Organization ended this fiscal sponsorship arrangement in June 2014 and disbursed $2,731,942 to Crisis Text Line, Inc. when they spun off. At December 31, 2014, $19,335 remains due to Crisis Text Line, Inc. and will be paid during 2015. This amount is included in other liabilities on the statement of financial position. During 2014, the Organization entered into a fiscal sponsorship agreement with Civic Hall, LLC, an unrelated sponsored third party. Accordingly, the Organization performs specific functions based on the agreement, including the collecting and disbursing of monies on behalf of Civic Hall, LLC. The net difference of $500,000 has been accounted for as other liabilities on the statement of financial position at December 31, 2014. It is expected that this amount will be paid to Civic Hall, LLC during 2015. Note 9 - Donated Services and Materials The Organization received donated public service announcements, legal services and travel vouchers. The schedule below outlines how the costs are reflected on the statement of functional expenses: Program Services Public Service Outreach Legal (1) Travel (2) $ 10,650,627 436,900 69,540 $ 11,157,067 Management and General Fundraising $ $ $ 54,927 54,927 $ 12,094 12,094 Total $ 10,650,627 503,921 69,540 $ 11,224,088 (1) The donated legal services were performed by a law firm of which one of the members of the board of directors is a partner. (2) The donated travel vouchers were donated by a company of which one of the members of the board of directors is an executive. Several media companies provided additional promotional service announcements but were unable to provide an estimate of its value. As a result, no amounts have been included in the financial statements for these services. Note 10 - Retirement Plan The Organization has a tax deferred annuity plan under Internal Revenue Code Section 403(b) for all employees. Under the plan, the Organization may make a contribution to the employee plan on a discretionary basis. For the year ended December 31, 2014, the total plan expense was $27,844. 14 DO SOMETHING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2014 Note 11 - Lease Commitments The Organization leases office space under a lease which expires in June 2017. The commitments are as follows: Years Ending December 31: 2015 2016 2017 $ 364,483 375,417 191,922 $ 931,822 Rent expense was $356,331 for the year ended December 31, 2014. During the year ended December 31, 2014, actual cash paid for rent was $353,866. Note 12 - Subsequent Events The Organization has evaluated all events or transactions that occurred after December 31, 2014 through the date of these financial statements, which is the date that the financial statements were available to be issued. During this period, there were no material subsequent events requiring disclosure. 15