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DAVE THOMAS FOUNDATION FOR ADOPTION Columbus, Ohio Financial Statements and Supplementary Financial Information For the years ended June 30, 2015 and 2014 and Independent Auditors’ Report Thereon www.schneiderdowns.com

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Page 1: shell for financial statements - · PDF fileFinancial Statements . ... 21 are presented for purposes of additional analysis and are ... of these financial institutions and believes

DAVE THOMAS FOUNDATION FOR ADOPTION Columbus, Ohio

Financial Statements

and Supplementary Financial Information For the years ended June 30, 2015 and 2014

and Independent Auditors’ Report Thereon

www.schneiderdowns.com

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C O N T E N T S

PAGE INDEPENDENT AUDITORS’ REPORT 1 FINANCIAL STATEMENTS Statements of Financial Position, June 30, 2015 and 2014 3 Statements for the years ended June 30, 2015 and 2014: Activities and Change in Net Assets 4 Cash Flows 6 Notes to Financial Statements 7 SUPPLEMENTARY FINANCIAL INFORMATION Schedules of Functional Expenses for the years ended June 30, 2015 and 2014 18

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INDEPENDENT AUDITORS’ REPORT Board of Trustees Dave Thomas Foundation for Adoption Columbus, Ohio Report on the Financial Statements We have audited the accompanying statements of financial position of the Dave Thomas Foundation for Adoption (the Foundation), which comprise the statements of financial position as of June 30, 2015 and 2014, and the related statements of activities and change in net assets, and cash flows for the years then ended, and the related notes to 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 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 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 auditors’ 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.

Schneider Downs & Co., Inc.www.schneiderdowns.com

One PPG Place, Suite 1700 Pittsburgh, PA 15222-5416 TEL 412.261.3644 FAX 412.261.4876

41 S. High Street, Suite 2100Columbus, OH 43215-6102 TEL 614.621.4060 FAX 614.621.4062

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Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Foundation as of June 30, 2015 and 2014, and the change in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of functional expenses on Page 18 to 21 are presented for purposes of additional analysis and are not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The 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 financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

Schneider Downs & Co., Inc. Columbus, Ohio September 4, 2015

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2015 2014

Cash and cash equivalents 11,821,033$ 12,389,119$ Receivables:

Contributions, net 1,077,588 1,468,847Grants 216,238 163,216 Government contracts 542,460 839,966

Prepaids and other assets 92,092 158,534 Cash surrender value of life insurance, net 296,101 328,104 Investments 10,293,192 10,740,219Property and equipment, net 39,283 66,245

Total Assets 24,377,987$ 26,154,250$

LIABILITIESAccounts payable 322,353$ 454,926$ Grants payable 7,447,568 6,880,502Accrued liabilities 104,135 168,564

Total Liabilities 7,874,056 7,503,992

NET ASSETS Unrestricted 14,434,656 13,371,743 Temporarily restricted 2,069,275 5,278,515

Total Net Assets 16,503,931 18,650,258

Total Liabilities And Net Assets 24,377,987$ 26,154,250$

See notes to financial statements.

DAVE THOMAS FOUNDATION FOR ADOPTION

STATEMENTS OF FINANCIAL POSITION

3

LIABILITIES AND NET ASSETS

June 30

ASSETS

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TemporarilyUnrestricted Restricted Total

REVENUES, SUPPORT AND OTHER INCOME Contributions - See Note 5 15,882,215$ 587,259$ 16,469,474$ Government contracts 3,499,457 - 3,499,457 In-kind contributions 354,007 - 354,007 Investment (loss) income (371,587) - (371,587) Interest income 13,992 - 13,992 Net assets released from restrictions 3,796,499 (3,796,499) -

Total Revenues, Support And Other Income 23,174,583 (3,209,240) 19,965,343

EXPENSES Grants and allocations 17,107,900 - 17,107,900 Other program expenses 2,726,940 - 2,726,940

Total Program Expenses 19,834,840 - 19,834,840

Fundraising 1,605,145 - 1,605,145 General and administrative 671,685 - 671,685

Total Expenses 22,111,670 - 22,111,670

Change In Net Assets 1,062,913 (3,209,240) (2,146,327)

NET ASSETS Beginning of year 13,371,743 5,278,515 18,650,258

End of year 14,434,656$ 2,069,275$ 16,503,931$

DAVE THOMAS FOUNDATION FOR ADOPTION

STATEMENTS OF ACTIVITIES AND CHANGE IN NET ASSETSFOR THE YEARS ENDED JUNE 30, 2015 AND 2014

2015

4

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TemporarilyUnrestricted Restricted Total

16,303,253$ 7,356,008$ 23,659,261$ 3,068,007 - 3,068,007 1,608,882 - 1,608,882 1,133,296 - 1,133,296

14,758 - 14,758 2,439,576 (2,439,576) -

24,567,772 4,916,432 29,484,204

14,803,410 - 14,803,410 2,776,900 - 2,776,900

17,580,310 - 17,580,310

2,946,754 - 2,946,754 611,916 - 611,916

21,138,980 - 21,138,980

3,428,792 4,916,432 8,345,224

9,942,951 362,083 10,305,034

13,371,743$ 5,278,515$ 18,650,258$

5

See notes to financial statements.

2014

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2015 2014CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets - See Note 5 (2,146,327)$ 8,345,224$ Adjustment to reconcile change in net assets to net cash (used in) provided by operating activities: Depreciation and amortization 47,594 57,026 Reinvested interest and dividends, net of fees (186,479) (166,753) Realized and unrealized investment loss (gain) 661,871 (867,275) Contribution of stock (28,365) (121,669) Change in cash surrender value of life insurance 32,003 23,903 Loss on disposal of fixed assets 802 155 Changes in assets and liabilities: Contributions receivable 391,259 155,539 Grants receivable (53,022) 237,008

Government contracts receivable 297,506 (839,966) Prepaids and other assets 66,442 53,401 Accounts payable (132,573) 241,197 Grants payable 567,066 759,802 Accrued liabilities (64,429) (113,199)

Net Cash (Used In) Provided By Operating Activities (546,652) 7,764,393

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (21,434) (6,534)

Net (Decrease) Increase In Cash And Cash Equivalents (568,086) 7,757,859

CASH AND CASH EQUIVALENTS Beginning of year 12,389,119 4,631,260

End of year 11,821,033$ 12,389,119$

See notes to financial statements.

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DAVE THOMAS FOUNDATION FOR ADOPTION

STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED JUNE 30, 2015 AND 2014

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 1 - ORGANIZATION

The Dave Thomas Foundation for Adoption is a national nonprofit public charity dedicated exclusively to finding permanent homes for more than 130,000 children waiting in North America’s foster care systems. Created by Wendy’s founder Dave Thomas, who was adopted, the Foundation implements evidence-based, results-driven national service programs, foster care adoption awareness campaigns and innovative grantmaking. To learn more, visit davethomasfoundation.org or call 1-800-ASK-DTFA. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies consistently applied by management in the preparation of the accompanying financial statements follows: Use of 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 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. Cash and Cash Equivalents - The Foundation considers all investments purchased with a maturity of three months or less to be cash equivalents. The Foundation maintains, at various financial institutions, cash and cash equivalents that exceed federally insured amounts at times. The Foundation regularly monitors the financial stability of these financial institutions and believes that the Foundation is not exposed to any significant credit risk.

Investment Valuation and Income Recognition - Investments are carried at fair value. The change in fair value for the year is included in the statements of activities. Investment income (including realized gains and losses on investments, interest and dividends) is included in unrestricted net assets unless the income is restricted by donor or law. The cost of investment securities sold is determined using the specific identification method.

Fair value guidance establishes a framework for measuring fair value. That framework provides 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 l measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Foundation has the ability to access.

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 that are derived principally from or corroborated by 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. Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at June 30, 2015 and 2014.

Equity Securities, Corporate Bonds and Notes, Exchange Traded Funds and Money Market Funds: Valued at the closing price for identical assets reported on the active market on which the individual securities are traded. Asset-Backed Securities and Government Securities: Valued using inputs that are derived principally from or corroborated by observable market data by correlation or other means. Mutual Funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Foundation are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Foundation are deemed to be actively traded. Certificates of Deposit: Valued at cost plus accrued interest, which approximates market.

The methods described above might produce a fair value calculation that might not be indicative of net

realizable value or reflective of future fair values. Furthermore, while the Foundation believes its valuation methods are appropriate and consistent, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Investment securities are exposed to various risks, caused by changes in interest rates, general market

volatility and credit risk, etc. Due to the level of risk associated with certain investment securities, it is possible that changes in risks in the near term could materially affect account balances and the amounts reported in the statements of activities and the statements of financial position.

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Allowance for Doubtful Accounts - Contributions receivable are stated at the amount management

expects to collect from outstanding balances. Management provides for probable uncollectible accounts through a provision for bad debt expense and an adjustment to a valuation allowance based on its assessment of the current status of individual receivables. It is reasonably possible that the Foundation’s estimate of the allowance for doubtful accounts will change.

Basis of Accounting - The Foundation classifies resources for accounting and reporting purposes into separate net asset classes based on the existence or absence of donor-imposed restrictions. Descriptions of the Foundation’s net asset categories are as follows:

Unrestricted Net Assets - Net assets that are not subject to donor-imposed restrictions or stipulations as to purpose or use.

Temporarily Restricted Net Assets - Net assets that are subject to donor-imposed stipulations that may or will be met, either by actions of the Foundation or by the passage of time. When restrictions expire, 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 - Purchased property and equipment are carried at the lower of cost less accumulated depreciation or fair value. Donated property and equipment are capitalized at their fair market value on the date donated. Depreciation is computed on a straight-line basis over the assets’ estimated useful lives ranging from two to four years. Grants Payable - Grants payable represent all unconditional grants that have been authorized prior to year-end, but remain unpaid as of the statement of financial position date. Contributions - Contributions are recognized as revenues when the donors’ unconditional promises to give are received. Contributions of investments are recorded at fair value on the date of the gift.

Government Contracts - Government contract revenue is recorded when earned. Revenue recognition under these contracts is subject to review, the purpose of which is to ensure compliance with contractual obligations. Revenue may be adjusted in subsequent periods as a result of these reviews.

In-Kind Contributions - In-kind contributions consist of contributed advertising and services. Contributed advertising is valued at fair market value at the date of receipt and is included in the statement of activities and change in net assets as in-kind contributions and as program and fundraising expense. Contributed services are recognized for services that require specialized skills (i.e., provided by those individuals possessing those skills, and representing services that would typically need to be purchased if not provided by the donor) and are recorded as in-kind contributions and as general and administrative expense at their estimated market value. Recognized contributions were primarily for information technology and marketing services.

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Fundraising - The Foundation performs fundraising activities to generate income. These activities include

special events such as golf outings and auctions aimed at soliciting funds for the Foundation. Through such activities, the Foundation often receives donated goods that are auctioned to the public. The proceeds from the sale of these items are reflected as contribution revenue in the statements of activities and change in net assets.

Income Taxes - The Foundation is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code. The Foundation has not identified any material uncertain tax positions requiring accrual or disclosure in the financial statements. There was no interest or penalties recognized during 2015 or 2014. The Foundation’s tax years since 2012 remain subject to examination.

Subsequent Events - Subsequent events are defined as events or transactions that occur after the statement

of financial position date, but before the financial statements are issued or are available to be issued. Management has evaluated subsequent events through September 4, 2015, the date on which the financial statements were available to be issued. Reclassifications - Certain amounts have been reclassified in the prior year to conform to the current year’s presentation. NOTE 3 - INVESTMENTS

Investments by type consist of the following at June 30:

2015 2014 Fair Fair Cost Value Cost Value

Equity securities $ 4,178,112 $ 4,795,213 $ 4,541,367 $ 5,711,017 Fixed income securities 3,297,352 3,244,954 3,295,918 3,318,888 Multi-asset class mutual funds 1,574,343 1,447,506 1,029,833 1,006,608 Money market funds 805,519 805,519 703,706 703,706

$ 9,855,326 $ 10,293,192 $ 9,570,824 $ 10,740,219

Investment (loss) income consists of the following at June 30:

2015 2014

Interest income $ 80,551 $ 63,394 Dividend income 209,733 202,612 Realized and unrealized (loss) gain, net (661,871) 867,290 $ (371,587) $ 1,133,296

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 3 - INVESTMENTS (Continued) The Foundation incurred investment fees of approximately $104,000 and $99,000 during the years ended

June 30, 2015 and 2014, respectively, which were included in general and administrative expenses on the statement of activities.

The following table sets forth by level, within the fair value hierarchy, the Foundation’s investments at fair value as of June 30, 2015 and 2014:

Fair Value as of June 30, 2015 Level 1 Level 2 Level 3 Total

Equity Securities: Finance $ 1,013,413 - - $ 1,013,413 Technology 697,598 - - 697,598 Industrials 668,212 - - 668,212 Health care 479,093 - - 479,093 Consumer discretionary 447,070 - - 447,070 Energy 432,738 - - 432,738 Staples 403,597 - - 403,597 Utilities 246,647 - - 246,647 Materials 233,753 - - 233,753 Telecommunications 93,285 - - 93,285 Unclassified 79,807 - - 79,807 Total 4,795,213 - - 4,795,213 Fixed Income Securities: Corporate bonds and notes 1,166,794 - - 1,166,794 Fixed income mutual funds 781,367 - - 781,367 Asset-backed securities - $ 378,921 - 378,921 Government securities - 343,889 - 343,889 Exchange traded funds 341,130 - - 341,130 Certificate of deposits - 232,853 - 232,853 Total 2,289,291 955,663 - 3,244,954 Multi-asset class mutual fund 1,447,506 - - 1,447,506 Money market funds 805,519 - - 805,519 Fair Value $ 9,337,529 $ 955,663 - $ 10,293,192

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 3 - INVESTMENTS (Continued)

Fair Value as of June 30, 2014 Level 1 Level 2 Level 3 Total

Equity Securities: Finance $ 970,683 - - $ 970,683 Technology 805,829 - - 805,829 Industrials 667,963 - - 667,963 Health care 493,583 - - 493,583 Consumer discretionary 569,201 - - 569,201 Energy 776,187 - - 776,187 Staples 531,495 - - 531,495 Utilities 300,470 - - 300,470 Materials 386,398 - - 386,398 Telecommunications 158,086 - - 158,086 Unclassified 51,122 - - 51,122 Total 5,711,017 - - 5,711,017 Fixed Income Securities: Corporate bonds and notes 834,402 - - 834,402 Fixed income mutual funds 907,934 - - 907,934 Asset-backed securities - $ 450,070 - 450,070 Government securities - 488,750 - 488,750 Exchange traded funds 403,150 - - 403,150 Certificate of deposits - 234,582 - 234,582 Total 2,145,486 1,173,402 - 3,318,888 Multi-asset class mutual fund 1,006,608 - - 1,006,608 Money market funds 703,706 - - 703,706 Fair Value $ 9,566,817 $ 1,173,402 - $ 10,740,219

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 4 - CONTRIBUTIONS RECEIVABLE

All contribution receivable amounts are to be collected within one year and are recorded at their net realizable value.

Contributions receivable at June 30 consist of the following:

2015 2014

Gross contributions receivable $ 1,154,697 $ 1,616,606 Less: Allowance for doubtful accounts (77,109) (147,759) Contributions receivable, net $ 1,077,588 $ 1,468,847

NOTE 5 - NET ASSETS As of June 30, temporarily restricted net assets are as follows:

Temporarily Restricted Net Assets 2015 2014

Wednesday’s Child $ 1,833,787 $ 5,127,187 Post-Adoption 94,213 7,192 Wendy’s Wonderful Kids 49,385 92,037 National Adoption Day 33,037 3,051 Adoption Friendly Workplace 30,285 - The Duke Endowment Funding 28,568 49,048 $ 2,069,275 $ 5,278,515

During 2014, the Foundation received a contribution of approximately $6,846,000 to support the

Wednesday’s Child program through December 31, 2015, which significantly impacted the results of change in net assets and cash flows.

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 5 - NET ASSETS (Continued) Net assets were released from donor restrictions by the passage of time, or by incurring expenses

satisfying purpose restrictions specified by donors as follows for the years ended June 30:

Net Assets Released From Donor Restrictions

2015

2014

Wednesday’s Child $ 3,293,400 $ 1,916,883 The Duke Endowment Funding 270,480 245,952 Wendy’s Wonderful Kids 140,000 89,370 National Adoption Day 60,014 86,949 Post-Adoption 12,979 85,422 Lansing Faces of Adoption 10,500 - Adoption Friendly Workplace 9,126 - Capital One Scholarship - 15,000 $ 3,796,499 $ 2,439,576

NOTE 6 - RELATED PARTIES The Foundation is affiliated with the Dave Thomas Foundation for Adoption Canada (DTFA Canada). DTFA Canada’s purpose is to find homes for children, who are waiting to be adopted from foster care in Canada and to raise money to provide free educational resources, promote awareness, assist policymakers and employers, and support adoption professionals and agencies throughout Canada. The Foundation has a majority voting interest in DTFA Canada. The Foundation provides DTFA Canada certain accounting and management services at no cost.

As of June 30, 2015 and 2014, the Foundation had approximately $300 and $51,000, respectively, in advances due from DTFA Canada. The summarized financial position of DTFA Canada as of December 31, 2014 and 2013 is as follows:

2014 2013 Assets $ 2,567,504 $ 2,275,925 Liabilities 13,522 27,188 Net assets 2,553,982 2,248,737 Change in net assets 305,245 360,375

The Foundation purchases certain goods and services through The Wendy’s Company (Wendy’s) at

Wendy’s cost, amounting to approximately $17,000 and $15,000 for the years ended June 30, 2015 and 2014, respectively. Amounts payable to Wendy’s for such purchases were approximately $1,000 at June 30, 2015 and 2014.

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 6 - RELATED PARTIES (Continued) The Foundation is the sole beneficiary of certain fundraising events and in-store campaigns sponsored by Wendy’s and its franchisees. The Foundation received approximately $10,530,000 and $11,943,000 from Wendy’s from various fundraising activities for the years ended June 30, 2015 and 2014, respectively, which are reported as contributions on the statements of activities.

Certain key employees of Wendy’s have donated marketing, legal and information technology services to the Foundation. These services were provided in connection with the individuals’ responsibilities as employees of Wendy’s. Contributed services from these individuals amounted to approximately $33,000 and $49,000 for the years ended June 30, 2015 and 2014, respectively, and are included in the statements of activities as in-kind contributions. The Foundation receives donated advertising from Wendy’s. The donated advertising totaled approximately $321,000 and $1,560,000 for the years ended June 30, 2015 and 2014, respectively, and is included in the statement of activities as in-kind contributions and as program and fundraising expense.

Wendy’s entered into an Assignment of Rights Agreement with Oldemark, LLC, dated as of

November 5, 2000 (the Assignment). Wendy’s has used Mr. Thomas, the Founder, as a focal point for its products and services for many years, and has, through its extensive investment in the advertising and promotional use of Mr. Thomas’ name, likeness, image, voice, caricature, endorsement rights and photographs (the Thomas Persona), made the Thomas Persona well-known in the United States and throughout North America. Under the terms of the Assignment, the Foundation was granted the use of the Thomas Persona, at no charge, for as long as the Foundation maintains its present purpose and ideals. No revenue or expense has been recorded in the financial statements for the use of the Thomas Persona. NOTE 7 - OPERATING LEASES The Foundation leases office space under a noncancellable operating agreement that expires in fiscal year 2017, with two three-year options to extend. Lease expense approximated $110,000 and $101,000 for the years ended June 30, 2015 and 2014, respectively. The approximate future minimum lease payments under the lease for years subsequent to June 30, 2015 are as follows:

Year Ending June 30 Amount

2016 $ 106,000 2017 88,000

$ 194,000

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DAVE THOMAS FOUNDATION FOR ADOPTION

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

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NOTE 8 - RETIREMENT PLAN

The Foundation maintains a contributory defined contribution plan for eligible employees. The Foundation’s contributions to the plan are based on each participant’s actual amount contributed to the plan, up to a 3% match of annual eligible compensation. The Foundation’s contributions to the plan were approximately $34,000 for each of the years ended June 30, 2015 and 2014. NOTE 9 - CASH SURRENDER VALUE OF LIFE INSURANCE During fiscal year 2013, the Foundation was the recipient of a donated life insurance policy. As the beneficiary, the Foundation receives the cash surrender value if the policy is terminated and, upon death of the insured, receives all benefits payable. Future premiums are scheduled to be paid from the cash value of life insurance policy, and assuming no further premium payments, the policy is guaranteed to remain in force until September 16, 2022. The cash surrender value of the Company’s life insurance policy, net of redemption fees, amounted to $296,101 and $328,104 as of June 30, 2015 and June 30, 2014, respectively. The life insurance expense recognized, net of investment returns, amounted to $32,003 and $23,903 for the years ended June 30, 2015 and 2014, respectively.

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SUPPLEMENTARY FINANCIAL INFORMATION

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Program Grants Wendy’s Adoption Friendly National Adoptionand Awareness Wonderful Kids Post Adoption Workplace Day/Month

Grants and allocations 693,500$ 13,131,103$ - - 60,000$ Salaries and wages 150,165 420,319 2,699$ 31,473$ 15,018 Public relations/advertising 418,322 - - 73,066 111,376 Fundraising expense - - - - -Donated advertising - - - - 69,249 Program materials 201,072 12,628 2,979 373 250 Research and program evaluation - - 193,431 - -Employee benefits 19,316 54,067 347 4,048 1,932 Travel 51,732 43,600 - - 5 Database management - 150,900 - - -Payroll taxes 12,613 34,764 210 2,517 1,009 Occupancy costs 11,657 32,629 210 2,443 1,166 Other expenses 6,918 - 10,000 - -Program training - - - - -Investment fees - - - - -Conferences, conventions and meetings 1,946 1,470 - - -Bad debts - - - - -Auction expenses - - - - -Depreciation 9,526 - - - -Business insurance - - - - -Consulting expense - - - - -Retirement plan contributions 2,276 11,725 82 846 382 Credit card fees - - - - -Postage and shipping 12,784 5,072 - 1,121 -Donated services 3,524 9,864 63 739 352 Software 3,656 7,319 - 3,656 -Accounting fees - - - - -Office supplies 735 2,563 - 296 92 Printing and publications 408 375 - 3,595 -Legal fees 63 1,000 - - -Fundraising materials - - - - -Photography - - - - -Telephone 398 378 - - 28

Total Expenses 1,600,611$ 13,919,776$ 210,021$ 124,173$ 260,859$

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Program Services

DAVE THOMAS FOUNDATION FOR ADOPTION

SCHEDULE OF FUNCTIONAL EXPENSESFOR THE YEAR ENDED JUNE 30, 2015

June 30, 2015

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National Child Focus Recruitment Wednesday’s Program General and

Model Child Services Total Fundraising Administrative Total

- 3,223,297$ 17,107,900$ - - 17,107,900$ 104,850$ 48,355 772,879 372,603$ 268,068$ 1,413,550

- - 602,764 587 - 603,351 - - - 496,244 - 496,244 - - 69,249 251,585 - 320,834

80,166 2,715 300,183 7,909 - 308,092 - - 193,431 - - 193,431

13,487 6,220 99,417 47,929 34,483 181,829 6,119 2,627 104,083 49,690 8,657 162,430

- - 150,900 - - 150,900 8,932 3,833 63,878 31,096 18,906 113,880 8,139 3,754 59,998 28,925 22,122 111,045

- - 16,918 63,837 29,179 109,934 109,294 - 109,294 - - 109,294

- - - - 103,804 103,804 86,730 - 90,146 4,814 2,838 97,798

- - - 90,000 - 90,000 - - - 68,788 - 68,788 - - 9,526 1,459 36,609 47,594 - - - - 41,939 41,939 - - - 5,750 32,500 38,250

2,368 1,118 18,797 10,235 4,888 33,920 - - - 33,719 - 33,719

240 76 19,293 11,859 2,178 33,330 2,461 1,134 18,137 8,745 6,291 33,173 2,705 - 17,336 - 15,185 32,521

- - - - 28,979 28,979 437 230 4,353 1,231 10,059 15,643

- - 4,378 5,295 257 9,930 - - 1,063 6,873 125 8,061 - - - 4,347 - 4,347 - - - 1,250 2,508 3,758

72 41 917 375 2,110 3,402

426,000$ 3,293,400$ 19,834,840$ 1,605,145$ 671,685$ 22,111,670$

See independent auditors’ report.

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Program Grants Wendy’s Post Adoption Friendly National Adoptionand Awareness Wonderful Kids Adoption Workplace Day/Month

Grants and allocations 603,275$ 12,298,945$ 75,000$ - 80,000$ Salaries and wages 126,132 399,971 3,707 31,123$ 21,138 Public relations/advertising 317,555 - - 56,498 97,541 Fundraising expense - - - - -Donated advertising 27,713 - - - 74,454 Program materials 117,290 4,408 84,982 12,270 240 Research and program evaluation - - 204,574 - -Employee benefits 14,275 45,365 417 3,525 2,389 Travel 49,281 54,652 334 574 2,969 Database management - 85,012 - - -Payroll taxes 11,017 31,459 258 2,466 1,526 Occupancy costs 9,557 30,305 281 2,358 1,602 Other expenses 5,391 - - 425 -Program training - 150,947 - - -Investment fees - - - - -Conferences, conventions and meetings 3,646 2,081 - - 1,449 Bad debts - - - - -Auction expenses - - - - -Depreciation 9,526 - - - -Business insurance - - - - -Consulting expense - 6,656 - - 5,500 Retirement plan contributions 2,811 11,660 102 953 578 Credit card fees - - - - -Postage and shipping 10,636 3,003 - 1,386 8 Donated services 4,526 11,641 96 809 548 Software 2,499 5,689 - 2,200 -Accounting fees - - - - -Office supplies 2,519 2,681 - 317 137 Printing and publications 640 375 - 3,714 -Legal fees - 1,283 - 45 -Fundraising materials - - - - -Photography - - - - -Telephone 255 508 3 - 145

Total Expenses 1,318,544$ 13,146,641$ 369,754$ 118,663$ 290,224$

20

DAVE THOMAS FOUNDATION FOR ADOPTION

SCHEDULE OF FUNCTIONAL EXPENSESFOR THE YEAR ENDED JUNE 30, 2014

June 30, 2014

Program Services

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National ChildFocus Recruitment Wednesday’s Program General and

Model Child Services Total Fundraising Administrative Total

- 1,746,190$ 14,803,410$ - - 14,803,410$ 109,876$ 59,227 751,174 322,673$ 253,467$ 1,327,314

500 - 472,094 16,870 - 488,964 - - - 564,716 - 564,716 - - 102,167 1,457,861 - 1,560,028

82,692 76,752 378,634 11,541 - 390,175 - - 204,574 - - 204,574

12,486 6,736 85,193 36,595 28,748 150,536 11,158 13,673 132,641 100,312 3,327 236,280

- - 85,012 - - 85,012 8,765 4,491 59,982 25,575 19,152 104,709 8,325 4,487 56,915 24,448 20,410 101,773

331 - 6,147 55,612 26,529 88,288 137,139 - 288,086 - - 288,086 - - - - 99,253 99,253

15,275 57 22,508 4,782 860 28,150 - - - 150,000 - 150,000 - - - 75,828 - 75,828 - - 9,526 3,558 43,942 57,026 - - - - 31,425 31,425

21,987 - 34,143 - 7,500 41,643 2,380 1,529 20,013 8,108 6,165 34,286

- - - 46,918 70 46,988 79 228 15,340 8,098 3,026 26,464

2,855 1,538 22,013 20,257 6,584 48,854 - - 10,388 - 14,892 25,280 - - - - 28,329 28,329

4,080 343 10,077 2,288 11,415 23,780 - - 4,729 5,686 770 11,185 - 3,060 4,388 1,178 1,069 6,635 - - - 3,619 - 3,619 - - - - 681 681

137 108 1,156 231 4,302 5,689

418,065$ 1,918,419 17,580,310$ 2,946,754$ 611,916$ 21,138,980$

See independent auditors’ report.

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