THE CLIMATE GROUP, INC.

(A Delaware Nonprofit Public Benefit Corporation)

FINANCIAL STATEMENTS
June 30, 2018 and 2017
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
New York, New York

FINANCIAL STATEMENTS
June 30, 2018 and 2017

CONTENTS

INDEPENDENT AUDITOR’S REPORT .................................................................................................... 1

FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL POSITION ....................................................................................... 3

STATEMENT OF ACTIVITIES (JUNE 30, 2018) ............................................................................... 4

STATEMENT OF ACTIVITIES (JUNE 30, 2017) ............................................................................... 5

STATEMENTS OF CASH FLOWS..................................................................................................... 6

NOTES TO FINANCIAL STATEMENTS ............................................................................................ 7

SUPPLEMENTAL SCHEDULES

SCHEDULES OF FUNCTIONAL EXPENSES ................................................................................... 12

 Crowe LLP
Independent Member Crowe Global

INDEPENDENT AUDITOR’S REPORT

The Board of Directors

The Climate Group, Inc.
New York, New York

Report on the Financial Statements

We have audited the accompanying financial statements of The Climate Group, Inc., which comprise the
statements of financial position as of June 30, 2018 and 2017, and the related statements of activities and
cash flows for the years 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 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.

(Continued)

1.
Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of The Climate Group, Inc. as of June 30, 2018 and 2017, and the changes 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 Matter

Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole.
The Schedules of Functional Expenses 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 audits
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.

Crowe LLP

New York, New York

January 18, 2019

2.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
STATEMENTS OF FINANCIAL POSITION
June 30, 2018 and 2017

2018 2017
ASSETS
Current assets
Cash and cash equivalents $ 750,945 $ 706,886
Investments, at fair value 30,520 30,233
Grants and other receivables, net 200,000 57,500
Prepaid expenses and other assets 36,920 26,495

Total current assets 1,018,385 821,114

Furniture and equipment, net (Note 2) - -

Total assets $ 1,018,385 $ 821,114

LIABILITIES AND NET ASSETS

Liabilities
Accounts payable $ 15,279 $ 1,889
Accrued expenses 112,250 183,443
Related party payables (Note 3) 684,887 304,887
Deferred revenue 185,000 125,957

Total current liabilities 997,416 616,176

Net assets
Unrestricted net assets (62,531) (7,912)
Temporarily restricted net assets 83,500 212,850

Total net assets 20,969 204,938

Total liabilities and net assets $ 1,018,385 $ 821,114

See accompanying notes to financial statements.

3.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
STATEMENT OF ACTIVITIES
Year ended June 30, 2018, with comparative 2017 totals

Temporarily 2018 2017

Unrestricted Restricted Total Total
Public Support and Revenue
Public support
Foundation and corporate grants $ 663,500 $ 1,225,000 $ 1,888,500 $ 1,185,700
Individual contributions 25,048 - 25,048 113,959
In-kind contributions (Note 5) 54,000 - 54,000 54,000
Net assets released from restriction (Note 4) 1,354,350 (1,354,350) - -

Total public support 2,096,898 (129,350) 1,967,548 1,353,659

Revenue
Membership and participation fees 347,957 - 347,957 240,543
Other income 138,420 - 138,420 1,372

Total revenue 486,377 - 486,377 241,915

Total public support and revenue 2,583,275 (129,350) 2,453,925 1,595,574

Expenses
Program services 2,185,593 2,185,593 1,140,488
General and administrative 291,943 291,943 275,251
Fundraising 160,358 - 160,358 145,937

Total expenses 2,637,894 - 2,637,894 1,561,676

Changes in net assets (54,619) (129,350) (183,969) 33,898

Net assets, beginning of year (7,912) 212,850 204,938 171,040

Net assets, end of year $ (62,531) $ 83,500 $ 20,969 $ 204,938

See accompanying notes to financial statements.

4.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
STATEMENT OF ACTIVITIES
Year ended June 30, 2017

2017

Temporarily
Unrestricted Restricted Total
Public Support and Revenue
Public support
Foundation and corporate grants $ 25,000 $ 1,160,700 $ 1,185,700
Individual contributions 107,994 5,965 113,959
In-kind contributions (Note 5) 54,000 - 54,000
Net assets released from restriction (Note 4) 992,386 (992,386) -

Total public support 1,179,380 174,279 1,353,659

Revenue
Membership and participation fees 240,543 - 240,543
Other income 1,372 - 1,372

Total revenue 241,915 - 241,915

Total public support and revenue 1,421,295 174,279 1,595,574

Expenses
Program services 1,140,488 - 1,140,488
General and administrative 275,251 - 275,251
Fundraising 145,937 - 145,937

Total expenses 1,561,676 - 1,561,676

Changes in net assets (140,381) 174,279 33,898

Net assets, beginning of year 132,469 38,571 171,040

Net assets, end of year $ (7,912) $ 212,850 $ 204,938

See accompanying notes to financial statements.

5.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
STATEMENTS OF CASH FLOWS
Years ended June 30, 2018 and 2017

2018 2017

Cash flows from operating activities

Change in net assets $ (183,969) $ 33,898
Adjustments to reconcile change in net assets
to net cash provided by operating activities
Depreciation - 1,835
Stock contribution (287) (24,508)
Changes in operating assets and liabilities
Grants receivable (142,500) (2,500)
Prepaid expenses and other assets (10,425) 3,199
Accounts payable 13,390 (10,945)
Accrued expenses (71,193) 102,651
Deferred revenue 59,043 28,457
Related party payables 380,000 284,898

Net cash provided by operating activities 44,059 416,985

Net increase in cash and cash equivalents 44,059 416,985

Cash and cash equivalents, beginning of year 706,886 289,901

Cash and cash equivalents, end of year $ 750,945 $ 706,886

Noncash transaction
In-kind contribution $ 54,000 $ 54,000

See accompanying notes to financial statements.

6.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
NOTES TO FINANCIAL STATEMENTS
June 30, 2018 and 2017

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: The Climate Group, Inc. (a Delaware non-profit corporation) (the “Corporation”) was founded
in March of 2004. The Corporation is dedicated to advancing national and international business and
government leadership on climate change, and prompting the development and sharing of expertise on
how business and government can lead the way towards a low carbon economy while boosting profitability
and competitiveness. The Corporation’s major sources of revenue are from public support and membership
revenue.

The Corporation is a licensee of The Climate Change Organization, trade name The Climate Group (TCG),
a company limited by guarantee incorporated under English Law. TCG has licensed the Corporation to use
certain intellectual property owned by TCG, including the name and trademarks owned by TCG. The
agreement between the Corporation and TCG provides that both entities shall pool know-how and
otherwise cooperate to achieve the objectives of the Corporation and TCG in North America and
internationally. (See Note 3.)

Consolidation: The activities of the Corporation are included in the consolidated financial statements of TCG.

Basis of Presentation: Resources are classified for accounting and reporting purposes into three classes
of net assets, according to donor imposed restrictions:

Unrestricted net assets: Net assets that are not subject to any donor-imposed restrictions.
Temporarily restricted net assets: Net assets resulting (a) from contributions and other inflows of
assets whose use by the Corporation is limited by donor-imposed stipulations that either expire by
passage of time or can be fulfilled and removed by actions of the Corporation pursuant to those
restrictions, (b) from other asset enhancements and diminishments that are subject to the same
kind of restrictions, and (c) from reclassification from (or to) other classes of net assets as a
consequence of donor-imposed restrictions, their expiration by passage of time, or their fulfillment
and removal by actions of the Corporation pursuant to those restrictions.
Permanently restricted net assets: Net assets resulting (a) from contributions and other inflows of
assets whose use by the Corporation is limited by donor-imposed restrictions that neither expire by
passage of time nor can be fulfilled or otherwise removed by actions of the Corporation, (b) from
other asset enhancement and diminishments that are subject to the same kinds of restrictions, and
(c) from reclassification from (or to) other classes of net assets as a consequence of donor-imposed
restrictions.

There were no permanently restricted net assets as of June 30, 2018 and 2017.

Basis of Accounting: The financial statements of the Corporation are prepared using the accrual basis of
accounting, which reflects revenue when earned and expense as incurred.

Cash and Cash Equivalents: Cash is defined as cash in demand deposit accounts as well as cash on hand.
Cash equivalents are short term, highly liquid investments that are readily convertible into cash and have
original maturities of three months or less when purchased. The Corporation maintains amounts on deposit
with one financial institution, which may, at times, exceed federally insured limits. However, the Corporation
periodically evaluates the creditworthiness of that institution and the Corporation has not experienced any
losses on such deposits.

(Continued)

7.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
NOTES TO FINANCIAL STATEMENTS
June 30, 2018 and 2017

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments: The Corporation’s investments as of June 30, 2018 and 2017, consist of a money market
fund, and are carried at fair value. Investment gains and losses (realized and unrealized) are included in
other income in the accompanying statements of activities.

Contributions: Contributions are recognized when the donor makes a promise to give to the Corporation
that is, in substance, unconditional. All other donor-restricted contributions are reported as increases in
temporarily or permanently restricted net assets depending on the nature of the restrictions. When a
restriction expires, temporarily restricted net assets are reclassified to unrestricted net assets.

In-kind Contributions: The Corporation records various types of in-kind support, including contributed
services, equipment, and other goods. Contributions of tangible assets and services are recognized at fair
value when received. The amounts reflected in the accompanying financial statements as in-kind support
are offset by like amounts included in expenses or assets. During the year ended June 30, 2018 and 2017,
the Corporation received in-kind goods and services with a fair value of $54,000, as described in Note 5.

Income Taxes: The Corporation is exempt from federal and state taxes under Section 501(c)(3) of the
Internal Revenue Service Code and Section 23701d of the Delaware Revenue and Taxation Code, and is
considered by the IRS to be an organization other than a private foundation. In the opinion of management,
there is no unrelated business income.

Accounting principles generally accepted in the United States of America (U.S. GAAP) prescribes
recognition thresholds and measurement attributes for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. Tax benefits will be recognized
only if the tax position is more-likely-than-not sustained in a tax examination, with a tax examination being
presumed to occur. The amount recognized will be the largest amount of tax benefit that is greater than
50% likely of being realized on examination. For tax positions not meeting the more-likely-than-not test, no
tax benefit will be recorded. Management has concluded that they are unaware of any tax benefits or
liabilities to be recognized at June 30, 2018 and 2017.

The Corporation is no longer subject to examination by U.S. federal taxing authorities for years before 2014
and for all state income taxes through 2014. The Corporation does not expect the total amount of
unrecognized tax benefits to significantly change in the next 12 months.

The Corporation would recognize interest and penalties related to unrecognized tax benefits in interest and
income tax expense, respectively. The Corporation has no amounts accrued for interest or penalties as of
June 30, 2018 and 2017.

Revenue Recognition: Membership dues are billed annually and are recognized as revenue ratably over
the year. Amounts received in advance for the period which they apply are recorded as deferred revenue.

Accounts and Grants Receivable: The allowance for doubtful accounts is determined by management based
on historical losses, specific circumstances and general economic conditions. Periodically, management
reviews accounts receivable and records an allowance for specific members based on current circumstances
and charges off the receivable against the allowance when all attempts to collect the receivable have failed.
It is the practice of the Corporation to expense uncollectible receivables only after exhausting all efforts to
collect the amounts due. Grants receivables are expected to be collected in one year. As of June 30, 2018
and 2017, the Corporation determined no allowance was necessary for accounts receivable.

(Continued)

8.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
NOTES TO FINANCIAL STATEMENTS
June 30, 2018 and 2017

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Furniture and Equipment: The Corporation records furniture and equipment at cost at acquisition date or
estimated fair value at date of donation in case of gifts. Depreciation is recognized using the straight-line
method over the useful life of the assets, which is three to five years. The Corporation capitalizes all furniture
and equipment with a cost in excess of $2,000.

NOTE 2 – FURNITURE AND EQUIPMENT

Furniture and equipment consist of the following at June 30, 2018 and 2017:

2018 2017

Furniture and equipment $ 54,339 $ 54,339

Accumulated depreciation (54,339) (54,339)

Furniture, fixtures and equipment, net $ - $ -

NOTE 3 – RELATED PARTY TRANSACTIONS

TCG provides direct program and support services and operating expense advances, which are reimbursed
by the Corporation on an ongoing basis.

The Corporation received grants totaling $965,000 and $250,000 from third parties that were sub-granted
to TCG for the years ended June 30, 2018 and 2017, respectively.

These transactions resulted in a net (payable to) / receivable from the related party as follows at June 30:

2018 2017

Payable to TCG UK $ (684,887) $ (304,887)

In addition, for the years ended June 30, 2018 and 2017, approximately $10,605 and $9,500 of contributions
were from related parties such as board members and trustees, respectively.

(Continued)

9.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
NOTES TO FINANCIAL STATEMENTS
June 30, 2018 and 2017

NOTE 4 – TEMPORARILY RESTRICTED ASSETS

The Corporation received funds restricted for certain purposes. Temporarily restricted net assets as of
June 30, 2017, consisted of the following which are restricted from being used until the fiscal year ending
June 30, 2018. Temporarily restricted net assets as of June 30, 2018, consisted of the following which are
restricted from being used until the fiscal year ending June 30, 2019:

2018 2017

Goldman Sachs $ 21,000 $ -

Marisla Foundation 62,500 37,500
Energy Foundation - 75,350
NY Community Trust - 100,000

$ 83,500 $ 212,850

Net assets are released from restrictions as restrictions are satisfied. Net assets released from restrictions
for the years ended June 30 consist of the following:

2018 2017

Pegasus $ - $ 5,000
Goldman, Sachs & Co. 279,000 -
NY Community Trust 100,000 -
ClimateWorks Foundation - 38,571
Rockefeller Brothers Fund 350,000 400,000
Marisla Foundation 100,000 112,500
Energy Foundation 75,350 75,350
International Copper Association - 40,000
CWNY 2016 Sponorship - 320,000
CWNY VIP Dinner Donation - 965
Heising-Simons Foundation 200,000 -
MacArthur Foundation 150,000 -
Hewlett Foundation 100,000 -

$ 1,354,350 $ 992,386

(Continued)

10.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
NOTES TO FINANCIAL STATEMENTS
June 30, 2018 and 2017

NOTE 5 – IN-KIND CONTRIBUTIONS

During the year ended June 30, 2018 and 2017, the Corporation received the benefit of the following in-kind
goods, services, and equipment:

2018 2017

William Moses Co. $ 54,000 $ 54,000

$ 54,000 $ 54,000

NOTE 6 – TAX SHELTERED ANNUITY

The Corporation has established a 403(b) deferred income plan for all employees who work for the
Corporation more than 1,000 hours per year. Employees may contribute to the plan to the extent allowed
by law, and the Corporation shall contribute 3% of eligible employees’ annual salary after the qualifying
period. The total amount contributed to the plan during the years ended June 30, 2018 and 2017, was
$17,971 and $16,428, respectively.

NOTE 7 – SUBSEQUENT EVENTS

Management has performed an analysis of the activities and transactions subsequent to June 30, 2018,
to determine the need for any adjustments to and/or disclosures within the financial statements for the
year ended June 30, 2018. Management has performed their analysis through January 18, 2019, the
date the financial statements were available to be issued.

11.
SUPPLEMENTARY INFORMATION
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
SCHEDULE OF FUNCTIONAL EXPENSES
Year ended June 30, 2018

2018

Program General and Total

Services Administrative Fundraising 2018

Expenses
Staff Costs $ 522,964 $ 171,833 $ 119,086 $ 813,883
Temporary Staff 54,802 1,660 26,000 82,462
Staff Training Conferences 1,905 2,400 - 4,305
Travel 7,847 6,731 7,363 21,941
Rent - 4,000 - 4,000
In-kind Rent 36,720 9,720 7,560 54,000
Utilities - 5,441 - 5,441
Insurance - 8,893 - 8,893
Office Running Costs 1,475 8,651 180 10,306
Telephone, internet - 2,608 - 2,608
Postage, Shipping, Delivery - 391 - 391
Printing, Photocopying 1,186 107 - 1,293
Audit and Financial Services - 47,938 - 47,938
IT Support 2,058 21,037 - 23,095
Communications Support 488,424 (442) - 487,982
Grant to TCG UK 965,000 - - 965,000
Grant to GCF 100,000 - - 100,000
Miscellaneous Expenses 3,212 975 169 4,356

$ 2,185,593 $ 291,943 $ 160,358 $ 2,637,894

12.
 THE CLIMATE GROUP, INC.
(A Delaware Nonprofit Public Benefit Corporation)
SCHEDULE OF FUNCTIONAL EXPENSES
Year ended June 30, 2017

2017

Program General and Total

Services Administrative Fundraising 2017

Expenses
Staff Costs $ 436,721 $ 148,859 $ 119,029 $ 704,609
Temporary Staff 100,450 - 14,000 114,450
Staff Training Conferences 748 1,810 - 2,558
Travel 21,387 13,497 3,626 38,510
Rent - 3,649 - 3,649
In-kind Rent 36,720 9,720 7,560 54,000
Utilities - 4,883 - 4,883
Insurance 582 8,140 - 8,722
Office Running Costs 132 9,857 30 10,019
Telephone, internet 30 2,629 - 2,659
Postage, Shipping, Delivery - 272 - 272
Printing, Photocopying - - 752 752
Audit and Financial Services - 66,159 - 66,159
IT Support 2,365 3,493 - 5,858
Policy Support 5,000 - - 5,000
Communications Support 185,637 - 687 186,324
Grant to TCG UK 250,000 - - 250,000
Grant to GCF 100,000 - - 100,000
Miscellaneous Expenses 716 448 253 1,417
Depreciation and Amortization - 1,835 - 1,835

$ 1,140,488 $ 275,251 $ 145,937 $ 1,561,676

13.