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Consolidated Financial Statements and Report of Independent Certified Public Accountants

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Consolidated Financial Statements and Report of Independent Certified Public Accountants Consolidated Financial Statements and Report of Independent Certified Public Accountants Grameen America, Inc. December 31, 2019 and 2018 Contents Page(s) Report of Independent Certified Public Accountants 1-2 Consolidated Financial Statements: Consolidated statements of financial position 3 Consolidated statements of activities and changes in net assets 4 Consolidated statements of cash flows 5 Notes to consolidated financial statements 6-16 GRANT THORNTON LLP REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 757 Third Ave., 9th Floor New York, NY 10017-2013 D 212 599 0100 F 212 370 4520 To the Board of Directors of linkd.in/grantthorntonus S Grameen America, Inc.: twitter.com/grantthorntonus We have audited the accompanying consolidated financial statements of Grameen America, Inc. (the “Organization”), which comprise the consolidated statements of financial position as of December 31, 2019 and 2018, and the related consolidated statements of activities and changes in net assets and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management’s responsibility for the consolidated financial statements Management is responsible for the preparation and fair presentation of these consolidated 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 consolidated 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 consolidated 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 consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Organization’s preparation and fair presentation of the consolidated 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 Organization’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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. GT.COM Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Grameen America, Inc. as of December 31, 2019 and 2018, and the changes in their net assets and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. New York, New York February 28, 2020 Grameen America, Inc. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION December 31, 2019 (in thousands of dollars) ASSETS 2019 2018 CURRENT ASSETS Cash and cash equivalents $ 23,780 $ 16,948 Cash held for disbursement card program 3,965 2,365 Contributions and grants receivable, current 6,099 3,318 Program loans receivable 108,269 79,299 Participation, net (1,292) - Allowance for loan losses (1,926) (1,412) Program loans receivable, net 105,051 77,887 Prepaid expenses 365 335 Other current assets 620 242 Total current assets 139,880 101,095 Contributions and grants receivable 5,534 1,937 Furniture, equipment and software, net 33 70 Other assets 355 281 Total assets $ 145,802 $ 103,383 LIABILITIES CURRENT LIABILITIES Accounts payable, accrued expenses, and interest payable $ 1,632 $ 853 Senior debt, current 5,911 9,165 Subordinated debt, current 250 - Other current liabilities 1,507 297 Total current liabilities 9,300 10,315 Senior debt 42,497 27,834 Subordinated debt 25,400 19,150 Other long-term liabilities 111 - Total liabilities 77,308 57,299 NET ASSETS Without donor restrictions 53,904 40,419 With donor restrictions 14,590 5,665 Total net assets 68,494 46,084 Total liabilities and net assets $ 145,802 $ 103,383 The accompanying notes are an integral part of these consolidated financial statements. 3 Grameen America, Inc. CONSOLIDATED STATEMENTS OF ACTIVITIES AND CHANGES IN NET ASSETS Years ended December 31, 2019 and 2018 (in thousands of dollars) 2019 2018 Without Without Donor With Donor Donor With Donor Restrictions Restrictions Total Restrictions Restrictions Total Revenues Contributions $ 199 $ 27,559 $ 27,758 $ 343 $ 10,823 $ 11,166 Grant revenue 90 - 90 924 - 924 Program interest income - loans 15,226 - 15,226 11,658 - 11,658 Other income 496 - 496 323 - 323 Net assets released from restrictions 19,109 (19,109) - 11,723 (11,723) - Total revenues 35,120 8,450 43,570 24,971 (900) 24,071 In-kind revenues 2,784 475 3,259 2,991 - 2,991 Total revenues 37,904 8,925 46,829 27,962 (900) 27,062 Expenses Microlending program 19,386 - 19,386 15,113 - 15,113 Supporting services 1,774 - 1,774 1,545 - 1,545 In-kind expenses 3,259 - 3,259 2,991 - 2,991 Total expenses 24,419 - 24,419 19,649 - 19,649 Increase (decrease) in net assets 13,485 8,925 22,410 8,313 (900) 7,413 NET ASSETS Beginning of the year 40,419 5,665 46,084 32,106 6,565 38,671 End of year $ 53,904 $ 14,590 $ 68,494 $ 40,419 $ 5,665 $ 46,084 The accompanying notes are an integral part of these consolidated financial statements. 4 Grameen America, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS Years ended December 31, 2019 and 2018 (in thousands of dollars) 2019 2018 Operating activities Changes in net assets $ 22,410 $ 7,413 Adjustments to reconcile change in net assets to net cash provided by operations: Provision for loan losses and portfolio adjustments, net 639 406 Depreciation expense 37 52 Contributed securities (9,676) (15) Liquidation of contributed securities 9,676 15 Change in operating net assets: Increase (decrease) in contributions and grants receivable (6,378) 123 Increase in accounts payable, accrued expenses, and interest payable 779 196 Increase in other assets and other liabilities 839 88 Net cash provided by operating activities 18,326 8,278 Investing activities Program-related loan disbursements (342,979) (261,046) Program-related loan repayments 313,861 242,801 Net cash used in investing activities (29,118) (18,245) Financing activities Proceeds from notes payable 44,375 14,300 Repayments of notes payable (26,466) (6,466) Loans participated, disbursements 2,902 - Loans participated, repayments (1,587) - Net cash provided by financing activities 19,224 7,834 Net increase (decrease) in cash 8,432 (2,133) Cash, cash equivalents and restricted cash Beginning of year 19,313 21,446 End of year $ 27,745 $ 19,313 Supplemental disclosure of cash flow information Cash paid for interest $ 1,865 $ 1,265 The accompanying notes are an integral part of these consolidated financial statements. 5 Grameen America, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2019 and 2018 (in thousands of dollars) NOTE 1 - NATURE OF OPERATIONS Grameen America, Inc. is the parent organization of the following wholly controlled entities: Grameen America Association, Inc., Grameen America (NY), Inc., GA Social Business Fund II, LLC, GA Fund Manager, LLC, and Grameen Puerto Rico, LLC (collectively referred to in the consolidated financial statements as the “Organization”). The Organization is a not-for-profit entity incorporated in December 2007 under the laws of the Commonwealth of Massachusetts. The mission of the Organization is to serve low income entrepreneurial women in the United States, in accordance with the Organization’s model of micro lending initiated by professor Muhammad Yunus and the Grameen Bank of Bangladesh. The Organization’s program includes the following key pillars: i. Access to capital through microloans ii. Asset building by encouraging or facilitating savings by borrowers iii. Credit building to help borrowers build or repair their credit history As of December 31, 2019, the Organization operates through a network of 23 branches: Northeast Region West Region • Jackson Heights, New York • Boyle Heights, Los Angeles, California • Gates Avenue, Brooklyn, New York • Pico Union, Los Angeles, California • Sunset Park, Brooklyn, New York • Long Beach, Los Angeles, California • Jamaica, New York • San Jose, California • Manhattan, New York • Fresno, California • Boston, Massachusetts • Oakland, California • Harlem, New York* • Austin, Texas • Bronx, New York • Houston, Texas • Union City, New Jersey Central and Southeast Region • Newark, New Jersey • Indianapolis, Indiana • Omaha, Nebraska • Miami, Florida • San Juan, Puerto Rico • Charlotte, North
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