FARM SANCTUARY, INC. Watkins Glen, New York FINANCIAL REPORT For the year ended December 31, 2012 And three-month period ended December 31, 2011 FARM SANCTUARY, INC. TABLE OF CONTENTS FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2011 Independent Auditor’s Report ............................................................................................................................... 1-2 Statements of Financial Position .......................................................................................................................... 3 Statements of Activities ......................................................................................................................................... 4 Statement of Functional Expenses - Twelve-month period ended December 31, 2012 .................................... 5-5a Statement of Functional Expenses - Three-month period ended December 31, 2011 ...................................... 6-6a Statements of Cash Flows .................................................................................................................................... 7 Notes to Financial Statements .............................................................................................................................. 8-14 John H. Dietershagen, C.P.A. Jerry E. Mickelson, C.P.A. Thomas K. Van Derzee, C.P.A. Debbie Conley Jordan, C.P.A. Patrick S. Jordan, C.P.A. Duane R. Shoen, C.P.A. Lesley L. Horner, C.P.A. D. Leslie Spurgin, C.P.A. Ciaschi Dietershagen Little Mickelson & Company, LLP Certified Public Accountants and Consultants Frederick J. Ciaschi, C.P.A. INDEPENDENT AUDITOR’S REPORT Board of Directors Farm Sanctuary, Inc. Watkins Glen, New York We have audited the accompanying financial statements of Farm Sanctuary, Inc. (Farm Sanctuary), a nonprofit organization, which comprise the Statements of Financial Position as of December 31, 2012 and 2011 and the related Statements of Activities, Functional Expenses, and Cash Flows for the twelve-month and three-month periods 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. Auditor’s Responsibility 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 audit to obtain reasonable assurance about whether the financial statements are free of 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. -1CORTLAND ITHACA WATKINS GLEN 39 Church Street Cortland, New York 13045 607-753-7439 fax 607-753-7874 401 East State Street ~ Suite 500 Ithaca, New York 14850 607-272-4444 fax 607-273-8372 www.cdlm.com 108 West Fourth Street Watkins Glen, New York 14891 607-535-4443 fax 607-535-6220 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Farm Sanctuary, Inc., as of December 31, 2012 and 2011, and the changes in its net assets and its cash flows for the year and three-month period then ended, in accordance with accounting principles generally accepted in the United States of America. August 8, 2013 Ithaca, New York -2- FARM SANCTUARY, INC. STATEMENTS OF FINANCIAL POSITION DECEMBER 31, ASSETS Current Assets: Cash and cash equivalents Investments Inventory Prepaid expenses Accounts receivable Accrued interest receivable Contributions receivable Unconditional promises to give Total Current Assets $ Unconditional promises to give, net of discount Land, buildings, and equipment, less accumulated depreciation of $2,349,366 and $2,041,721, respectively Total Assets 2012 3,576,103 3,496,608 59,928 182,472 7,991 39,384 403,968 225,008 7,991,462 $ 2011 2,986,132 3,007,938 74,539 44,441 187,257 36,965 296,035 197,200 6,830,507 -0- 20,000 4,602,057 4,050,401 $ 12,593,519 $ 10,900,908 $ 320,132 139,455 4,349 $ 191,004 114,019 3,150 LIABILITIES AND NET ASSETS Current Liabilities: Accounts payable Accrued liabilities Deposits Total Liabilities Net Assets: Unrestricted - Undesignated - Board Designated Total Unrestricted Temporarily Restricted Total Net Assets, as Restated Total Liabilities and Net Assets $ 463,936 308,173 10,300,686 1,375,459 11,676,145 8,681,044 1,375,459 10,056,503 453,438 536,232 12,129,583 10,592,735 12,593,519 See Independent Auditor's Report and Notes to Financial Statements -3- $ 10,900,908 FARM SANCTUARY, INC. STATEMENTS OF ACTIVITIES FOR THE TWELVE MONTH AND THREE MONTH PERIODS ENDING DECEMBER 31, 2012 Changes in Unrestricted Net Assets: Support: Contributions Grants Total Support $ Revenues: Merchandise sales, net Special events and visitor programs Interest and dividends Other Gain on sale of investments Unrealized gain on investments Gain on destruction of assets Net assets released from restrictions Total Revenues Total Unrestricted Support and Revenues Expenses: Program services Supporting services Fundraising Total Expenses Increase in Unrestricted Net Assets Changes in Temporarily Restricted Net Assets: Contributions Grants Net Assets released from restrictions (Decrease) in Temporarily Restricted Net Assets Increase in Net Assets Net Assets, as Restated, December 31, Net Assets, as Restated, December 31, $ 8,428,310 326,558 8,754,868 $ 2,646,490 35,360 2,681,850 31,439 696,740 131,766 32,064 60,022 221,657 300 377,313 1,551,301 41,679 316,971 37,292 21,757 15,463 28,543 111,196 52,094 624,995 10,306,169 3,306,845 6,795,658 662,395 1,228,474 8,686,527 1,720,425 163,591 234,865 2,118,881 1,619,642 1,187,964 147,877 146,642 (377,313) 29,679 -0(52,094) (82,794) (22,415) 1,536,848 1,165,549 10,592,735 9,427,186 12,129,583 See Independent Auditor's Report and Notes to Financial Statements -4- 2011 $ 10,592,735 FARM SANCTUARY, INC. STATEMENT OF FUNCTIONAL EXPENSES FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2012 Rescue, Shelter and Adoption $ 1,663,962 $ 41,418 21,497 Payroll Supplies Telephone Postage Printing Travel 3,181 (258) 113,804 Utilities Animal care and rehabilitation Events and campaigns Lobbying Insurance Miscellaneous other Legal fees Repairs and maintenance Total Expenses Before Depreciation Depreciation $ Total Program Services 3,390,818 142,879 52,106 199,875 229,257 114,517 2,944 2,721 3,961 53,446 24,011 23,709 259,446 255,731 255,991 97,577 1,050,721 86,736 22,314 649 2,068 274,437 4,172 72,104 122,608 1,050,721 437,449 40,437 44,263 37,999 103,923 3,094 9,297 22,751 5,459 87,733 174,031 118,656 11,178 730 20,312 22,356 910 65,522 20,197 103 689 910 86,511 3,252,126 183,179 2,323,033 110,538 138,963 781,503 6,316 6,495,625 300,033 3,435,305 $ 2,433,571 $ 138,963 $ 787,819 $ 6,795,658 5,459 Mailing and processing Property taxes Accounting Total Expenses Program Services Education Research, and Legislative Investigation Outreach Action and Action 1,077,950 $ 113,647 $ 535,259 $ 87,370 1,284 12,807 25,360 199 5,050 See Independent Auditor's Report and Notes to Financial Statements -5- 139,698 33,534 -0- Supporting Services Fundraising $ 268,507 $ 379,218 $ 10,035 34,688 4,866 12,472 9,568 11,526 41,443 197,622 173,883 43,117 466,636 441,140 340,551 9,009 2,458 1,520 64,707 134,075 1,050,721 503,676 8,367 233,048 930 153,237 5,459 97,030 560,316 158,467 36,878 $ Total 4,038,543 187,602 69,444 298,165 33,534 36,878 16,729 1,424 1,359 17,639 89,294 652,920 9,475 1,222,158 6,316 8,370,703 315,824 662,395 $ 1,228,474 $ 8,686,527 - 5a - FARM SANCTUARY, INC. STATEMENT OF FUNCTIONAL EXPENSES FOR THE THREE MONTH PERIOD ENDING DECEMBER 31, 2011 Program Services Rescue, Education Research, Shelter and Legislative Investigation and Adoption Outreach Action and Action $ 341,654 $ 318,977 $ 17,600 $ 112,346 $ 18,380 8,863 662 1,730 4,687 4,159 336 2,758 Payroll Supplies Telephone Postage Printing Travel Total Program Services 790,577 29,635 11,940 765 236 36,087 34,686 54,319 42,252 70 945 2,556 14,205 11,723 9,148 49,726 67,223 90,043 25,999 229,046 3,629 5,117 376 590 166,652 921 54,959 32,082 229,046 226,161 Insurance Miscellaneous outsourcing 9,611 5,742 Miscellaneous other Mailing and processing Property taxes 3,088 20,404 17,802 2,661 Utilities Animal care and rehabilitation Events and campaigns 5,323 Accounting Legal fees Repairs and maintenance Total Expenses Before Depreciation Depreciation Total Expenses $ 922 156 3,746 19,099 -0- 9,301 9,279 33,715 27,237 7,984 25 41,314 10,442 536 1,850 -025 54,142 719,844 26,696 692,076 21,357 25,080 231,635 3,737 1,668,635 51,790 746,540 $ 713,433 $ 25,080 $ 235,372 $ 1,720,425 See Independent Auditor's Report and Notes to Financial Statements -6- Supporting Services Fundraising $ 47,437 $ 80,249 $ 679 996 538 1,580 7,695 2,892 3,536 41,035 46,838 5,963 98,456 116,953 99,542 842 283 33,207 229,046 228,654 2,493 19,099 21,382 21,382 51,480 520 $ Total 918,263 31,310 14,058 32,450 21,166 117,645 48,923 7,984 19,525 4,744 1,253 1,278 19,525 4,769 56,673 162,523 1,068 234,331 534 2,065,489 53,392 163,591 $ 234,865 $ 2,118,881 - 6a - FARM SANCTUARY, INC. STATEMENTS OF CASH FLOWS FOR THE TWELVE MONTH AND THREE MONTH PERIODS ENDING DECEMBER 31, 2012 Cash Flows from Operating Activities: Increase in net assets Adjustments to reconcile increase in net assets to net cash provided by operating activities: Depreciation (Gain) on sale of investments Donated stock (Gain) on destruction of equipment Unrealized (gain) on investments Changes in operating assets and liabilities: Inventory Prepaid expenses Accounts receivable Contributions receivable Promises to give Accrued interest receivable Accounts payable Accrued liabilities Deposits $ 2011 1,536,848 $ 1,165,549 315,824 (60,022) (47,613) (300) (221,657) 53,392 (15,463) (16,001) (111,196) (28,543) 14,611 (138,031) 179,266 (107,933) (7,808) (2,419) 129,128 25,436 1,199 (18,483) 18,297 (176,312) (296,035) (108,900) (7,817) 7,376 6,575 (1,138) Net Cash Provided by Operating Activities 1,616,529 471,301 Cash Flows from Investing Activities: Purchase of investments Proceeds from sale of investments Proceeds from insurance on destroyed fixed assets Purchase of land, buildings, and equipment (1,670,157) 1,510,779 16,961 (884,141) (584,481) 578,544 155,809 (448,710) (1,026,558) (298,838) Net Cash (Used) by Investing Activities Cash Flows from Financing Activities: Net Increase in Cash and Cash Equivalents Cash and Cash Equivalents - Beginning of Period, as Restated Cash and Cash Equivalents - End of Period Donation of stock received Net book value of fixed assets destroyed by fire -0- -0- 589,971 172,463 2,986,132 2,813,669 $ 3,576,103 $ 2,986,132 $ $ 47,613 -0- $ $ 16,001 44,613 See Independent Auditor's Report and Notes to Financial Statements -7- FARM SANCTUARY, INC. NOTES TO FINANCIAL STATEMENTS FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2011 Note 1 - Summary of Significant Accounting Policies Nature of Activities Farm Sanctuary, Inc. (Farm Sanctuary) was organized in Delaware in 1986 as a not-for-profit, nonstock corporation. Farm Sanctuary provides rescue and care for abused and neglected farm animals and provides adoption service and information on farm animal care, educates and disseminates information on farm animal issues, conducts cruelty investigations and assists authorities in farm animal cruelty cases, and monitors legislative action, working with legislators on federal and state bills. Farm Sanctuary is supported primarily through donor contributions and grants. In 2011, Farm Sanctuary, LLC (Limited Liability Corporation) was formed for the purpose of holding title to property that was transferred to Farm Sanctuary (see Note 12). Farm Sanctuary, LLC is a single member LLC with Farm Sanctuary being its single member. For tax and financial reporting purposes the LLC is considered a “disregarded entity” and all tax and financial information of the LLC is reported by Farm Sanctuary. In 2011, Farm Sanctuary, Inc. changed its year end from September 30 to December 31. Basis of Accounting The financial statements have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables, payables, and other liabilities. Financial Statement Presentation Farm Sanctuary complies with the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 958 “Not-for-Profit Entities.” Under FASB ASC 958, Farm Sanctuary Inc. 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. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles includes the use of estimates that affect the financial statements. Accordingly, actual results could differ from those estimates. Contributions Farm Sanctuary accounts for contributions in accordance with the recommendations of the FASB ASC 958 “Not-for-Profit Entities.” Under FASB ASC 958, contributions received are recorded as unrestricted, temporarily restricted, or permanently restricted support, depending on the existence or nature of any donor restrictions. Contributions restricted by the donor are reported as increases in unrestricted net assets if the restrictions expire in the reporting period in which the support is recognized. All other donor-restricted contributions are reported as increases in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is when a stipulated time restriction ends or purpose restriction is accomplished), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the Statement of Activities as net assets released from restrictions. Property and Equipment All acquisitions of property and equipment and all expenditures for repairs, maintenance, and betterments costing $2,000 or more that materially prolong (one year or greater) the useful lives of assets are capitalized. Property and equipment are carried at cost or, if donated, at the approximate fair value at the date of donation. Depreciation is computed using the straight-line method over three to 39 years. -8- FARM SANCTUARY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2011 Cash and Cash Equivalents For purposes of the Statement of Cash Flows, Farm Sanctuary considers all unrestricted highly liquid investments with an initial maturity of three months or less to be cash equivalents. Investments Investments consist of U.S. Savings Bonds, U.S. Treasury notes, corporate bonds, equities, mutual funds, and certificates of deposit with original maturities greater than three months and are carried at fair value. Unrealized gains and losses are included in the change in net assets in the accompanying Statements of Activities. Inventory Valuation Inventory is stated at cost of quantity on hand. Donated Services A substantial number of volunteers have donated significant amounts of time, services, and materials on Farm Sanctuary’s behalf. The value of this contributed time and services has not been reflected in the financial statements, inasmuch as no objective basis is available to measure the value of such services and it does not meet the criteria for recognition under FASB ASC 958. Income Tax Status Farm Sanctuary is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. In addition, Farm Sanctuary qualifies for the charitable contribution deduction under Section 170(b)(1)(A) and has been classified as an organization other than a private foundation under Section 590(a)(2). Farm Sanctuary’s Forms 990, Return of Organization Exempt from Income Tax, for the periods ending September 30, 2010 and 2011 and December 31, 2011 are subject to examination by the IRS, generally for three years after they were filed. Donated Assets Donated marketable securities and other noncash donations are recorded as contributions at estimated fair value at the date of donation. Functional Allocation of Expenses The costs of providing various programs and other activities have been summarized on a functional basis in the Statements of Activities and in the Statements of Functional Expenses. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Designation of Unrestricted Net Assets Board designated net assets include a shelter reserve created by the Board of Directors. This amount has been set aside to provide a reserve restricted specifically for use related to the safety and well-being of sanctuary animals. Evaluation of Subsequent Events Farm Sanctuary has evaluated event transactions occurring between December 31, 2012 and August 8, 2013, which is the date the financial statements were available to be issued, for possible disclosure and recognition in the financial statements. Refer to Note 13. Note 2 - Concentration of Credit Risk Farm Sanctuary maintains cash balances at several financial institutions. From time to time, Farm Sanctuary may have bank deposits in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limits. -9- FARM SANCTUARY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2011 Note 3 - Investments Investments consisted of the following at December 31,: Cost Stocks on hand Corporate bonds U.S. Savings Bonds Equity mutual funds Certificates of deposit $ 616 2,422,289 13,648 703,436 175,568 $ $ 3,315,557 $ Cost Stocks on hand Equities Corporate bonds U.S. Savings Bonds Equity mutual funds Certificates of deposit $ 616 3,927 1,975,563 13,648 602,048 452,742 $ $ 3,048,544 $ 2012 Fair Value 671 2,483,576 17,152 809,396 185,813 Unrealized Gain (Loss) $ 55 61,287 3,504 105,960 10,245 3,496,608 $ 2011 Fair Value 662 4,213 1,895,960 17,000 609,209 480,894 Unrealized Gain (Loss) $ 46 286 (79,603) 3,352 7,161 28,152 3,007,938 $ 181,051 (40,606) The fair value of certificates of deposit is estimated by the investment broker/dealer using a matrix based on interest rates and penalties for early withdrawal. The estimated fair value may not reflect the actual price that would be received if the certificates of deposit were to be sold prior to maturity. Market Risk Future changes in market prices may make a financial instrument less valuable. Ownership interest is subject to the risk of loss from a decrease in value due to interest rate fluctuations which may result in a decline that is other than temporary. Note 4 - Fair Value Measurements FASB ASC 820, “Fair Value Measurements and Disclosures,” establishes a framework for measuring fair value. That framework establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 Measurements) and the lowest priority to unobservable inputs (Level 3 Measurements). The three levels of the fair value hierarchy under FASB ASC 820 are as follows: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Farm Sanctuary has the ability to access. - 10 - FARM SANCTUARY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2011 Level 2 - Inputs to the valuation methodology include: Quoted prices for similar assets or liabilities in active markets; Quoted prices for identical or similar assets or liabilities in inactive markets; Inputs other than quoted prices that are observable for the asset or liability; Inputs derived principally from or corroborated observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table sets forth by level, within the fair value hierarchy, Farm Sanctuary’s cash equivalents and investments from its investment portfolio, at fair value at December 31,: 2012 Cash equivalents Investments: Certificates of deposit Corporate bonds and notes U.S. Savings Bonds Equities Equity mutual funds Total Investments Total Fair Value Level 1 Level 2 $ 2,368,762 $ Level 3 $ $ 185,813 202,965 -0- 185,813 2,483,576 17,152 671 809,396 3,496,608 202,965 $ -0- $ 5,865,370 2,483,576 17,152 671 809,396 3,293,643 $ 5,662,405 $ Total 2,368,762 2011 Cash equivalents Investments: Certificates of deposit Corporate bonds and notes U.S. Savings Bonds Equities Equity mutual funds Total Investments Total Fair Value Level 1 Level 2 $ 2,401,169 $ Level 3 $ $ 480,894 497,894 -0- 480,894 1,895,960 17,000 4,875 609,209 3,007,938 497,894 $ -0- $ 5,409,107 1,895,960 17,000 4,875 609,209 2,510,044 $ 4,911,213 $ - 11 - Total 2,401,169 FARM SANCTUARY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2011 Note 5 - Accounts Receivable Accounts receivable consisted of the following at December 31,: 2012 Insurance reimbursement Employee receivables Other receivables Total Accounts Receivable $ -01,898 6,093 $ $ 7,991 $ 2011 171,801 15,456 -0187,257 No allowance for doubtful accounts has been recorded, as management believes receivables are fully collectible. Note 6 - Promises to Give Unconditional promises to give consist of funds committed by various donors during the year. These funds are expected to be received as follows: December 31, 2012 $ 225,008 -0225,008 December 31, 2011 $ 197,200 20,000 217,200 -0- -0- Net unconditional promises to give 225,008 217,200 Less receivable in less than one year (225,008) (197,200) Receivable in less than one year Receivable in one to five years Total Unconditional Promises to Give Less discounts to net present value Long-term Unconditional Promises to Give $ -0- $ 20,000 Unconditional promises to give in more than one year have not been discounted because the discount is considered immaterial to the financial statements. Unconditional promises to give are deemed 100% collectible by Farm Sanctuary and therefore, no allowance for uncollectible accounts has been recorded. Note 7 - Land, Buildings, and Equipment Land, buildings, and equipment consisted of the following at: Assets Land Buildings and improvements Equipment Software Totals $ $ Cost 285,283 5,355,249 1,171,914 138,977 December 31, 2012 Accumulated Depreciation $ -0- $ 1,517,843 711,997 119,526 6,951,423 $ - 12 - 2,349,366 $ Book Value 285,283 3,837,406 459,917 19,451 4,602,057 FARM SANCTUARY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2011 Assets Land Buildings and improvements Equipment Software Construction in process Totals $ $ Cost 285,283 4,337,095 972,356 138,977 358,411 December 31, 2011 Accumulated Depreciation $ -0- $ 1,349,774 593,327 98,620 -0- Book Value 285,283 2,987,321 379,029 40,357 358,411 6,092,122 $ 4,050,401 2,041,721 $ Depreciation expense for the periods ended December 31, 2012 and 2011 amounted to $315,824 and $53,392, respectively. Note 8 - Program and Supporting Services The following program and supporting services are included in the accompanying financial statements: Rescue, Shelter, and Adoption Providing rescue, rehabilitation, and care for abused and neglected farm animals, as well as offering services involving adoptions, animal placement assistance, and animal care information. Education and Outreach Providing programs and disseminating literature and information to educate the public about farm animal issues. Programs include farm tours, education centers, conferences, speaking events, free literature distribution, volunteer and internship programs for hands-on experience, and community outreach events. Legislative Action Monitoring federal and state legislation, informing the public on legislation involving farm animals, and working with legislators on federal and state bills. Research, Investigation, and Action Conducting investigations of farm animal facilities, assisting police, attorneys, and humane enforcement officers in farm animal cruelty cases, encouraging communities to increase legal protection for farm animals, and encouraging consumers and businesses to consider farm animal issues in their decision-making processes. Supporting Services Providing general support services for Farm Sanctuary’s program services including mail processing, mailing list maintenance, accounting, charity registrations, and personnel matters. Fundraising Promoting Farm Sanctuary and developing membership programs to maintain and increase membership donations, grant applications, and general fundraising projects. - 13 - FARM SANCTUARY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE TWELVE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE THREE-MONTH PERIOD ENDED DECEMBER 31, 2011 Note 9 - Joint Costs of Activities which Include a Fundraising Appeal Farm Sanctuary achieves some of its programmatic and general goals via direct mail campaigns which include requests for contributions. Costs that were not directly attributable to either the program or the fundraising component of these activities were $770,525 and $164,468 for the twelve month period ending December 31, 2012 and the three month period ending December 31, 2011, respectively. Education and outreach Research, investigation and action Fundraising Total $ $ 2012 259,923 59,736 450,866 770,525 $ $ 2011 53,587 32,512 78,369 164,468 Note 10 - Restatement of Net Assets Beginning net assets were restated by $156,556 and $19,060, when management discovered unrecorded revenue of $156,556 and $19,060 from the three month period ending December 31, 2011 and the twelve month period ending September 30, 2011, respectively. The effect on the financial statements increased beginning net assets, cash equivalents, and revenue in the amount and prior periods described above. Note 11 - Board Designated Net Assets Board designated net assets are available for the following purposes at December 31,: Restricted Shelter Fund $ 2012 1,375,459 $ 2011 1,375,459 Note 12 - Temporarily Restricted Net Assets Temporarily restricted net assets are available for the following purposes at December 31,: Melrose Small Animal Hospital Duck and Goose Pond Legislative Fund Shelter Projects Run-in Cattle Shed Rescue Transport Vehicle Compassionate Communities-General Compassionate Communities-Ad Campaign Someone, Not Something Project-General Someone, Not Something Project-Researcher Total $ $ 2012 77,276 10,852 70,791 -025,000 3,907 16,377 102,735 106,500 40,000 453,438 $ $ 2011 495,701 10,852 10,000 19,679 -0-0-0-0-0-0536,232 Note 13 - Loan Management Account As of the report release date, Farm Sanctuary, Inc. is considering the use of a Loan Management Account of an amount not to exceed $2.5 million with interest rates at LIBOR plus 2.25% collateralized by certain eligible assets held at an affiliate of the lender. - 14 -