FINANCIAL STATEMENTS June 30, 2012 and 2011 With Independent Auditors' Report FRANKLIN PIERCE UNIVERSITY Table of Contents Page(s) Independent Auditors’ Report 1 Statements of Financial Position 2 Statement of Activities for the Year Ended June 30, 2012 3 Statement of Activities for the Year Ended June 30, 2011 4 Statements of Cash Flows 5 Notes to Financial Statements 6-27 INDEPENDENT AUDITORS' REPORT The Board of Trustees Franklin Pierce University We have audited the accompanying statements of financial position of Franklin Pierce University (the University) as of June 30, 2012 and 2011, and the related statements of activities and cash flows for the years then ended. These financial statements are the responsibility of the University's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with U.S. generally accepted auditing standards. 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Franklin Pierce University as of June 30, 2012 and 2011, and the changes in its net assets and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. Manchester, New Hampshire September 28, 2012 FRANKLIN PIERCE UNIVERSITY Statements of Financial Position June 30, 2012 and 2011 2012 2011 ASSETS Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts of $398,406 and $346,356, respectively Deposits, prepaid expenses and other assets Government grants receivable Contributions receivable, net of allowance for doubtful accounts of $5,650 and $148,502, respectively Student loans receivable, net of allowance for loan losses of $125,144 and $204,169, respectively Investments, at fair value Funds held by trustee Land, buildings and equipment, net Bond issuance costs, net of accumulated amortization of $1,828,924 and $1,710,112, respectively Total assets $ 1,106,708 $ - 1,126,097 307,960 37,550 580,941 408,443 125,297 797,759 1,840,148 6,222,060 4,209,371 5,226,709 52,011,306 6,369,513 7,002,441 5,198,186 51,360,945 2,102,109 2,220,921 $ 73,147,629 $ 75,106,835 $ $ LIABILITIES AND NET ASSETS Liabilities Line of credit Accounts payable Accrued compensation and other liabilities Post-employment liabilities Accrued interest payable Student deposits and deferred revenue Perkins loan refundable advances Capital lease obligations Long-term debt Total liabilities 3,869,027 2,230,581 1,548,351 278,050 608,312 1,556,978 949,522 1,448,394 43,723,021 2,987,782 805,511 1,875,221 391,673 620,038 2,511,247 949,522 1,629,629 44,857,731 56,212,236 56,628,354 11,483,152 1,347,276 4,104,965 11,546,968 2,811,615 4,119,898 16,935,393 18,478,481 $ 73,147,629 $ 75,106,835 Commitments and contingencies (Notes 9, 17 and 18) Net assets Unrestricted Temporarily restricted Permanently restricted Total net assets Total liabilities and net assets The accompanying notes are an integral part of these financial statements. -2- FRANKLIN PIERCE UNIVERSITY Statement of Activities Year Ended June 30, 2012 (With Comparative Totals for the Year Ended June 30, 2011) Unrestricted Revenues, gains and other support Tuition and fees Less: financial aid Net tuition and fees Federal and state grant revenue Contributions Interest income Investment income - spending policy Auxiliary enterprises Other sources Net assets released from restrictions Total operating revenues Operating expenses Program services Instruction Student services Academic support Auxiliary enterprises 2012 Temporarily Permanently Restricted Restricted $ 50,611,390 $ (18,987,744) - 31,623,646 - $ 2011 Total Total - $ 50,611,390 (18,987,744) $ 51,930,207 (18,857,640) - 31,623,646 33,072,567 221,348 223,171 165,222 290,978 263,974 - - 512,326 487,145 165,222 495,489 731,142 164,235 191,000 11,822,554 497,628 167,000 250,007 - 358,000 11,822,554 747,635 385,000 11,946,797 665,274 1,033,284 (1,033,284) - - - 45,777,853 (61,325) - 45,716,528 47,460,504 18,347,592 9,320,223 4,288,440 8,537,173 - - 18,347,592 9,320,223 4,288,440 8,537,173 19,379,410 9,524,588 4,214,975 8,944,768 40,493,428 - - 40,493,428 42,063,741 Institutional support Institutional advancement 5,325,188 1,194,701 - - 5,325,188 1,194,701 5,420,446 1,352,178 Total expenses 47,013,317 - - 47,013,317 48,836,365 Change in net assets from operations (1,235,464) (61,325) - (1,296,789) (1,375,861) - 237,930 884 20,185 884 258,115 (263,125) - (36,002) - (516,883) 11,585 Total program services Non-operating activities Federal and state grant revenue Contributions Investment (loss) income, net of spending policy Loss on disposal of assets Net assets released from restrictions 1,377,819 (1,377,819) Change in net assets from non-operating activities 1,171,648 (1,403,014) (14,933) (246,299) 2,515,886 (1,464,339) (14,933) (1,543,088) 1,140,025 Total change in net assets Net assets, beginning of year Net assets, end of year (217,756) 11,585 (63,816) - - 283,169 1,405,594 851,950 (24,827) - 11,546,968 2,811,615 4,119,898 18,478,481 17,338,456 $ 11,483,152 $ 1,347,276 $ 4,104,965 $ 16,935,393 $ 18,478,481 The accompanying notes are an integral part of these financial statements. -3- FRANKLIN PIERCE UNIVERSITY Statement of Activities Year Ended June 30, 2011 Unrestricted Revenues, gains and other support Tuition and fees Less: financial aid Net tuition and fees Temporarily Restricted $ 51,930,207 $ (18,857,640) - Permanently Restricted $ Total - $ 51,930,207 (18,857,640) 33,072,567 - - 33,072,567 Federal and state grant revenue Contributions Interest income Investment income - spending policy Auxiliary enterprises Other sources Net assets released from restrictions 251,341 549,305 159,563 236,000 11,946,797 429,786 1,029,286 244,148 181,837 4,672 149,000 235,488 (1,029,286) - 495,489 731,142 164,235 385,000 11,946,797 665,274 - Total operating revenues 47,674,645 (214,141) - 47,460,504 Operating expenses Program services Instruction Student services Academic support Auxiliary enterprises 19,379,410 9,524,588 4,214,975 8,944,768 - - 19,379,410 9,524,588 4,214,975 8,944,768 42,063,741 - - 42,063,741 Institutional support Institutional advancement 5,420,446 1,352,178 - - 5,420,446 1,352,178 Total expenses 48,836,365 - - 48,836,365 Change in net assets from operations (1,161,720) (214,141) - (1,375,861) 348,938 (24,827) 466,675 1,380,060 429,411 (466,675) 283,169 25,534 73,601 - 283,169 1,405,594 851,950 (24,827) - 790,786 1,342,796 382,304 2,515,886 (370,934) 1,128,655 382,304 1,140,025 11,917,902 1,682,960 3,737,594 17,338,456 $ 11,546,968 $ 2,811,615 $ 4,119,898 $ 18,478,481 Total program services Non-operating activities Federal and state grant revenue Contributions Investment income, net of spending policy Loss on disposal of assets Net assets released from restrictions Change in net assets from non-operating activities Total change in net assets Net assets, beginning of year Net assets, end of year The accompanying notes are an integral part of these financial statements. -4- FRANKLIN PIERCE UNIVERSITY Statements of Cash Flows Years Ended June 30, 2012 and 2011 2012 Cash flows from operating activities Change in net assets Adjustments to reconcile change in net assets to net cash provided by operating activities Depreciation and amortization Loss on disposal of assets Change in allowance for loan losses Net depreciation (appreciation) in fair value of investments Contributions and grant revenue for investment in: Plant Endowment Change in operating assets and liabilities Accounts receivable Deposits, prepaid expenses and other assets Government grants receivable Contributions receivable Accounts payable and accrued expenses Student deposits and other deferred revenue 2011 $ (1,543,088) $ 1,140,025 2,851,526 (11,585) (79,025) 361,783 2,765,239 24,827 (231,262) (1,112,874) (237,930) (21,069) (1,380,060) (308,703) (545,156) 100,483 87,747 185,105 861,860 (954,269) (116,446) 49,715 123,302 (223,312) (410,649) 346,313 Net cash provided by operating activities 1,056,382 Cash flows from investing activities Purchases and construction of buildings and equipment Proceeds from sale of buildings and equipment Change in funds held by trustee Purchases of investments Proceeds from sale of investments Issuance of student loans Repayments of student loans Net cash used by investing activities Cash flows from financing activities Net change in line of credit Principal payments on long-term debt Payments on capital lease obligations Proceeds from contributions for: Plant Endowment 666,115 (3,249,559) 19,350 (28,523) (391,222) 2,822,509 (873,900) 1,100,378 (2,164,998) (21,577) (3,635,266) 4,485,000 (1,107,596) 1,039,394 (600,967) (1,405,043) 881,245 (1,165,000) (181,235) (571,903) (1,105,000) (216,698) 961,010 155,273 Net cash provided (used) by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year 1,110,661 316,147 651,293 (466,793) 1,106,708 (1,205,721) $ Cash and cash equivalents, end of year The accompanying notes are an integral part of these financial statements. -5- 1,106,708 1,205,721 $ - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 1. Organization and Summary of Significant Accounting Policies Organization Franklin Pierce University (the University) is a private, nondenominational institution granting Associates in Arts; Bachelors in Arts and Sciences; Masters of Business Administration, Education and Physician Assistant Studies; Masters of Science in Information Technology, Management and Nursing; and Doctorates of Physical Therapy and Arts in Leadership degrees. The residential undergraduate campus, the College at Rindge, is located in Rindge, New Hampshire. The College of Graduate and Professional Studies offers undergraduate and graduate programs at regional educational centers in Concord, Portsmouth, Lebanon, Rindge and Manchester, New Hampshire and Goodyear, Arizona. The University is accredited through the New England Association of Schools and Colleges. The University is a non-profit corporation qualifying as a tax-exempt organization under Internal Revenue Code Section 501(c)(3) and, accordingly, no provision for federal and state income taxes has been included in the accompanying financial statements. Financial Statement Presentation The accompanying financial statements, which are presented on the accrual basis of accounting, have been prepared to focus on the University as a whole and to present balances and transactions according to the existence or absence of donor-imposed restrictions as follows: Unrestricted Assets and contributions that are not restricted by donors or for which restrictions have expired. Temporarily Restricted A donor-imposed restriction that permits the University to use or expend the donated assets as specified and is satisfied by either the passage of time or by actions of the University. Permanently Restricted A donor-imposed restriction that stipulates that resources be maintained permanently but may permit the University to use or expend part or all of the economic benefits derived from the donated assets. All contributions are considered to be available for unrestricted use unless specifically restricted by the donor. Amounts received that are designated for future periods or restricted by the donor for specific purposes are reported as temporarily restricted or permanently restricted support that increases those net asset classes. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. -6- FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 The University reports contributions of land, buildings or equipment as unrestricted support, unless explicit donor stipulations specify how the donated assets must be used. Contributions of long-lived assets with explicit restrictions that specify how the assets are to be used and contributions of cash or other assets that must be used to acquire long-lived assets are reported as restricted support. Absent explicit donor stipulations about how those long-lived assets must be maintained, the University reports expirations of donor restrictions when the donated or acquired assets are placed in service. Cash and Cash Equivalents The University considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The University's cash balance associated with the Perkins Student Loan Program was $233,953 and $964,763 as of June 30, 2012 and 2011, respectively. The University maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The University has not experienced any losses in such accounts. The University believes it is not exposed to any significant risk on cash and cash equivalents. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The University provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after the University has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Contributions Receivable Unconditional promises to give that are expected to be collected beyond one year are recorded at the present value of estimated future cash flows. The present value of estimated future cash flows has been measured utilizing a risk-free rate of return. Amortization of the discount is included in contribution revenue. Conditional promises to give are not included as revenue until such time as the conditions are substantially met. The University provides for probable uncollectible amounts through a charge to expense and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after the University has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to contributions receivable. Student Loans Receivable The University participates in the Guaranteed Access to Education (GATE) Student Loan Program whereby educational loans, ultimately funded by bond issuances, are made to students and the loan proceeds are remitted to the University as payment for tuition. The University is responsible for certain administrative procedures associated with the GATE program. At June 30, 2012 and 2011, the statement of financial position includes $42,619 and $74,081, respectively, in student loans receivable for the estimated present value of residual proceeds expected to be received by the University in future years. -7- FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 The remaining balance of student loans receivable includes both funds advanced to the University by the United States Department of Education under the Federal Perkins Student Loan Program and amounts funded by the University from unrestricted net assets. Repayments of principal and interest on student loans receivable generally do not commence until after the borrower graduates or otherwise ceases enrollment. Interest income on student loans receivable is recognized when received. The Federal Perkins Student Loan Program has provisions for deferment, forbearance and cancellation of the individual loans. Principal payments, interest, and losses due to cancellation are shared by the University and the U.S. Government in proportion to their share of funds provided. Such funds may be reloaned by the University after collection. Amounts advanced by the federal government under this program are ultimately refundable and are classified as Perkins loan refundable advances. Interest income received from student loans receivable amounted to $164,060 and $158,816 during the years ended June 30, 2012 and 2011, respectively. Loans receivable from students are stated at their unpaid principal balances adjusted for any charge-offs and an allowance for loan losses. The allowance for loan losses is established through provisions for loan losses charged to expense. Losses on loans are charged to the allowance for loan losses when all or a portion of a loan is deemed to be uncollectible. Recoveries of loans previously charged off are credited to the allowance for loan losses when realized. In determining the appropriate level of allowance for loan losses, the University uses a methodology to systematically measure the amount of estimated loan loss exposure inherent in the loan portfolio. The methodology primarily involves establishment of loss allocation factors based on delinquency status and loss experience. Based on management's review of the loan loss history and collection activity over the past few years, the loss allocation factors were reduced during the year ended June 30, 2011. The reduction in loan loss factors resulted in a decrease in the allowance for loan losses as of June 30, 2011 of approximately $197,000. Factors used for management's estimate remained consistent during the year ended June 30, 2012. Loans past due 30 days or more are considered delinquent. Loans are collectively evaluated for impairment; accordingly, no loans have been individually identified as impaired. The following is a summary of the allowance for loan losses for the years ended June 30: 2012 Allowance for loan losses, beginning of the year $ Loans charged off Adjustment to allowance for loan losses 204,169 $ (24,975) (54,050) Allowance for loan losses, end of the year $ -8- 125,144 $ 2011 435,430 (23,819) (207,442) 204,169 FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 The following is a loan aging analysis at June 30, 2012: Not in repayment status Current 31-60 days past due 61-90 days past due Greater than 90 days past due $ 2,984,167 1,714,821 154,704 12,554 1,480,958 Total $ 6,347,204 Investments Investments are carried at fair value. Fair values are based on quoted market prices, if available, or estimated using quoted market prices for similar securities. Funds Held by Trustee The funds held by trustee represent cash and cash equivalent amounts required to be deposited under the debt agreements with the bondholders' trustee for interest and debt service payments. These funds are on deposit with a financial institution. Land, Buildings and Equipment Land, buildings and equipment are recorded at cost, except for donated assets, which are recorded at fair value at the date of the gift. Additions, renewals and betterments, unless of a relatively minor amount, are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. When land, buildings and equipment are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Estimated Useful Lives (Years) Buildings and building improvements Improvements other than buildings Library books Furniture and fixtures Equipment 5 - 55 5 - 55 10 - 15 7 - 10 5 - 10 Bond Issuance Costs Certain costs related to the issuance of debt, such as accountants, attorneys and underwriting fees, are capitalized and amortized on a straight-line basis over the lives of the respective debt issues. -9- FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 Student Deposits and Deferred Revenue Student deposits and deferred revenue represent amounts billed or received in advance of providing services. Substantially all deferred income relates to resources received for the upcoming semester. Conditional Asset Retirement Obligations Under the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 410-20, a conditional asset retirement obligation (CARO) refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the University. Accordingly, the University is required to recognize a CARO for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. The University performed an analysis of the potential effect of FASB ASC Topic 410-20 and determined that the only CARO related to the removal of asbestos. The balance of the CARO, which is included in accounts payable, was $58,000 at June 30, 2012 and 2011. Tuition, Fees and Auxiliary Enterprises Tuition, fees, and auxiliary enterprise revenue is recognized when earned. Advertising The University expenses the cost of advertising. Advertising expense was $206,908 and $272,655 in 2012 and 2011, respectively. Change in Net Assets from Operations The statement of activities includes a measure of change in net assets from operations. Changes in net assets which are excluded from change in net assets from operations include investment income greater (less) than amounts distributed pursuant to the University's spending policy, gain (loss) on sale of land, buildings and equipment, contributions or grant revenue which are permanently restricted by the donor or which are donor restricted to be used for the purposes of acquiring long-term assets, and the release thereof when the University has complied with the donative restrictions. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. - 10 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 Functional Allocation of Expenses Indirect costs have been allocated based on percentages of effort, usage, square footage and other criteria. Risks and Uncertainties Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in value in the near term would materially affect the amounts reported in the statement of financial position. Reclassifications Certain reclassifications have been made to the 2011 financial statements to conform with the 2012 financial statement presentation. The University reclassified $100,000 from temporarily restricted net assets to permanently restricted net assets as of the beginning of the year ended June 30, 2011 to properly reflect a donor's original intent based on additional information obtained during the year ended June 30, 2012. Subsequent Events For purposes of the preparation of these financial statements in conformity with U.S. generally accepted accounting principles, the University has considered transactions or events occurring through September 28, 2012, the date that the financial statements were issued. The University has not evaluated subsequent events after that date for inclusion in the financial statements. 2. Contributions Receivable Contributions receivable consist of the following at June 30: 2012 Contributions for: Construction of facilities Endowment Scholarships Unrestricted purposes Contributions receivable $ Less: Allowance for uncollectible contributions Unamortized discount of 5.5% Net contributions receivable (5,650) (133,085) $ - 11 - 912,830 $ 84 6,013 17,567 936,494 797,759 $ 2011 1,711,190 7,584 166,679 260,644 2,146,097 (148,502) (157,447) 1,840,148 FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 Expected payments on contributions are as follows at June 30: 2012 Less than one year One to five years More than five years Contributions receivable 3. 2011 $ 567,494 $ 369,000 - 1,059,463 1,023,758 62,876 $ 936,494 $ 2,146,097 Funds Held by Trustee Funds held by trustee are designated for the following purposes at June 30: 2012 Principal debt service payment Interest debt service payment Debt service reserve fund Funds held by trustee 2011 $ 921,798 $ 608,549 3,696,362 873,789 627,878 3,696,519 $ 5,226,709 5,198,186 $ Interest income received from funds held by trustee amounted to $500 and $205 during the years ended June 30, 2012 and 2011, respectively. - 12 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 4. Investments Investments are comprised of the following at June 30: 2012 Equity mutual funds Large cap Small cap International - developed Emerging markets Other Equity securities Energy Materials Industrials Consumer discretionary Consumer staples Healthcare Financial Information technology Telecommunications services Utilities Privately held securities Fixed income securities Corporate bonds U.S. Government bonds Investment in limited liability companies $ Investments $ 2011 381,962 $ 247,018 85,971 314,462 79,145 361,338 132,264 348,961 419,156 621,516 130,874 33,382 98,004 140,956 120,390 123,877 147,163 221,904 22,822 26,148 141,737 251,623 37,027 228,466 237,362 155,767 266,368 299,000 368,844 35,808 56,884 197,739 975,267 918,289 - 1,572,850 968,592 442,876 4,209,371 $ 7,002,441 Investment (loss) income is comprised of the following at June 30: 2012 Interest and dividend income Net (depreciation) appreciation in fair value of investments $ Less investment income appropriated for operations Investment (loss) income, net of funds appropriated for operations - 13 - 202,900 $ (361,783) 124,076 1,112,874 (158,883) 1,236,950 (358,000) $ 2011 (516,883) $ (385,000) 851,950 FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 5. Land, Buildings and Equipment Land, buildings and equipment consist of the following at June 30: 2012 Buildings and building improvements Land and improvements Library books Furniture and equipment Construction in progress 2011 $ 66,756,954 $ 64,134,790 13,188,184 13,042,153 3,730,555 3,615,522 10,153,317 9,464,406 259,594 495,337 94,088,604 90,752,208 Less accumulated depreciation (42,077,298) Net land, buildings and equipment $ 52,011,306 (39,391,263) $ 51,360,945 During the year ended June 30, 2011, the University evaluated the useful lives assigned to its buildings and equipment. Due to the planned extended use of certain assets, the University increased the useful lives of certain assets, which resulted in a decrease in depreciation expense of approximately $176,000 during the year ended June 30, 2011. In addition, the University wrote off certain assets with a net book value of $24,827 that were no longer in service as of June 30, 2011. The write-off of these assets is included in the loss on disposal of assets in the statement of activities for the year ended June 30, 2011. 6. Line of Credit During 2009, the University entered into a collateralized line of credit agreement which allows for borrowings up to $5,000,000 and is subject to renewal in November 2012. Borrowings are collateralized by the University's accounts with the bank and a security interest in the accounts receivable and gross receipts of the University. The line of credit provides for interest at the bank's prime rate, with a minimum interest rate to be charged of 4.5% (4.5% at June 30, 2012 and 2011, respectively). The line requires that the University maintain a debt service coverage ratio of 1.25 to 1, a minimum debt to total net assets ratio not to exceed 4 to 1, and a debt to unrestricted total net assets ratio not to exceed 5 to 1. At June 30, 2012 and 2011, the University was in compliance with all covenants. Outstanding borrowings under this arrangement at June 30, 2012 and 2011 were $3,869,027 and $2,987,782, respectively. - 14 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 7. Capital Lease Obligations The University entered into a capital lease arrangement for the addition of student residences in 2004. The original cost basis of the leased student residences is $2,665,436. Accumulated depreciation includes $588,617 and $521,981 as of June 30, 2012 and 2011, respectively, for the leased building. The lease calls for monthly payments of $25,259 through July 2018. The lease agreement contains a bargain purchase option at the end of the lease. The corresponding asset is being depreciated on a straight-line basis over the estimated useful life of the asset of 40 years. The University entered into a capital lease arrangement for replacement of an air-conditioning unit for Marcucella Hall in 2006. The original cost basis is $235,000. Accumulated depreciation includes $68,993 and $56,994 as of June 30, 2012 and 2011, respectively, for the leased equipment. The lease calls for monthly payments of $4,714 through July 2011. The minimal annual lease payments under these leases are as follows: Year ending June 30 2013 2014 2015 2016 2017 Thereafter Total minimum lease payments Less: imputed interest at rates ranging from 4.53% to 8.19% $ Present value of minimum lease payments $ - 15 - 303,104 303,104 303,104 303,104 303,104 328,363 1,843,883 (395,489) 1,448,394 FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 8. Long-Term Debt Long-term debt is as follows at June 30: 2012 2011 Term and serial bonds arising from sale of New Hampshire Health and Education Facilities Authority Revenue Bonds, Franklin Pierce College Issue, Series 1998, payable in increasing semiannual installments plus interest through 2028, net of unamortized discount of $400,499 and $426,203 at June 30, 2012 and 2011, respectively. Interest rates range from 5.1% to 5.3%. The bonds are collateralized by a security interest in the accounts receivable and gross receipts of the University as well as a mortgage lien on real estate and equipment. $ 30,294,501 $ 31,158,797 Term and serial bonds arising from sale of New Hampshire Health and Education Facilities Authority Revenue Bonds, Franklin Pierce College Issue, Series 1994, payable in increasing semiannual installments plus interest through 2018, net of unamortized discount of $29,806 and $34,392 at June 30, 2012 and 2011, respectively. Interest will accumulate at a rate of 6.0%. The bonds are collateralized by a security interest in the accounts receivable and gross receipts of the University as well as a mortgage lien on real estate and equipment. 2,428,520 2,698,934 Term and serial bonds arising from sale of New Hampshire Health and Education Facilities Authority Revenue Bonds, Franklin Pierce College Issue, Series 2004, payable in semiannual interest payments of $332,750 through 2029 and increasing principal installments plus interest beginning 2030 through 2035. Interest rate is fixed at 6.05%. The bonds are collateralized by a security interest in the accounts receivable and gross receipts of the University as well as a mortgage lien on real estate and equipment. Annual bond insurance premiums of 0.40% will be incurred until reaching a point of investment grade rating by Standard & Poor's. 11,000,000 11,000,000 $ 43,723,021 $ 44,857,731 - 16 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 The maturities of long-term debt, exclusive of unamortized discounts of $430,305, are as follows: Year ending June 30 2013 2014 2015 2016 2017 Thereafter $ 1,225,000 1,290,000 1,370,000 1,440,000 1,525,000 37,303,326 $ 44,153,326 Interest expense charged to operations was $2,620,984 in 2012 and $2,733,190 in 2011. In connection with the 1998 bond financing, the University derecognized a portion of the previously issued 1994 bonds by placing all the required debt service in an irrevocable trust to provide for all future debt service payments. In connection with the issuance of its bonds, the University purchased bond insurance. The bond insurance policy guarantees payment on the bonds should the University not meet its obligation under its bond agreements. The loan agreements and mortgages contain financial covenants, which require that the University maintain ratios, relating to interest coverage and leverage. The agreements also contain restrictions regarding the creation of indebtedness and the sale of property. The Series 2004 bond documents were amended requiring the University to maintain an unrestricted net asset to debt ratio at an amount equal to or greater than 10% for fiscal years 2010 and 2011, an amount equal to or greater than 15% for fiscal year ended 2012, an amount equal to or greater than 20% for fiscal years ending 2013, and commencing with the end of fiscal year 2014, and each year thereafter, an amount equal to or greater than 25%. The University was in compliance with all required covenant ratios under the new threshold for the years ended June 30, 2012 and, 2011 as amended. Under the terms of the loan agreement, if the ratio is below the required level, the University may be required to hire a consultant to make recommendations to increase such ratio for subsequent fiscal years of the institution at least to the required level, or, if in the opinion of the consultant the attainment of such level is impracticable, to the highest practicable level. - 17 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 9. Operating Leases The University leases certain premises and vehicles under operating lease arrangements that expire at various dates through 2018. Certain leases provide for additional rentals for taxes and utilities. Rent expense was $1,623,733 and $1,730,869 for 2012 and 2011, respectively. Minimum future rentals under non-cancelable leases are as follows: Year ending June 30 Amount 2013 2014 2015 2016 2017 Thereafter Total minimum future rental payments $ 1,287,853 497,054 461,015 285,880 240,398 224,586 $ 2,996,786 10. Temporarily Restricted Net Assets Temporarily restricted net assets are available for the following purposes as of June 30: 2012 Funds restricted for scholarships Designated support for University programs Designated support for construction of buildings and equipment Time restricted contributions receivable $ Temporarily restricted net assets $ 2011 432,485 $ 162,267 750,810 1,714 1,347,276 $ 777,556 162,743 1,762,781 108,535 2,811,615 11. Permanently Restricted Net Assets Permanently restricted net assets are restricted for the following purposes at June 30: 2012 Endowment funds, income restricted for scholarships - 18 - $ 4,104,965 2011 $ 4,119,898 FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 12. Net Assets Released from Restrictions Net assets released from temporary donor restrictions by incurring expenses satisfying the restricted purposes or by occurrence of events specified by the donors are as follows for the years ended June 30: 2012 Operating Scholarships Other, including instruction, academic support and auxiliary services Nonoperating Funds for construction of buildings and equipment $ 2011 410,567 $ 387,186 622,717 642,100 $ 1,033,284 $ 1,029,286 $ 1,377,819 $ 466,675 13. Endowment The University’s endowment primarily consists of funds established for scholarships. Its endowment includes both donor-restricted endowment funds and funds designated by the Board of Trustees to function as endowments. As required by U.S. generally accepted accounting principles (GAAP), net assets associated with endowment funds, including funds designated by the Board of Trustees to function as endowments, are classified and reported based on the existence or absence of donor-imposed restrictions. Interpretation of Relevant Law The University has interpreted the State of New Hampshire Uniform Prudent Management of Institutional Funds Act (the Act) which became effective July 1, 2008 as requiring the preservation of the purchasing power (real value) of the donor-restricted endowment funds absent explicit donor stipulations to the contrary. As a result of this interpretation, the University classifies as permanently restricted net assets (1) the original value of gifts donated to the permanent endowment, (2) the original value of subsequent gifts to the permanent endowment, and (3) accumulations to the permanent endowment made in accordance with the direction of the applicable donor gift instrument at the time the accumulation is added to the fund. If the donorrestricted endowment assets earn investment returns beyond the amount necessary to maintain the endowment assets’ real value, that excess is available for appropriation and, therefore, classified as temporarily restricted net assets until appropriated by the Board of Trustees for expenditure. Funds designated by the Board of Trustees to function as endowments are classified as unrestricted net assets. - 19 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 In accordance with the Act, the University considers the following factors in making a determination to appropriate or accumulate donor restricted endowment funds: (1) (2) (3) (4) (5) (6) (7) The duration and preservation of the fund The purposes of the organization and the donor-restricted endowment fund General economic conditions The possible effect of inflation and deflation The expected total return from income and the appreciation of investments Other resources of the organization The investment policies of the organization. Endowment Composition and Changes in Endowment The endowment net asset composition by type of fund as of June 30, 2012 are as follows: Donor-restricted endowment funds Unrestricted Temporarily Permanently Restricted Restricted $ $ Board-designated endowment funds 813,770 $ 354,364 $ 4,104,890 $ 4,459,254 - 813,770 $ Total - 354,364 $ 4,104,890 813,770 $ 5,273,024 The changes in endowment net assets for the fiscal year ended June 30, 2012 are as follows: Unrestricted Temporarily Permanently Restricted Restricted Endowment net assets, June 30, 2011 $ 3,000,164 $ Investment return: Investment income Net depreciation Total investment loss Contributions and grants Net transfers to operating funds from Board-designated Appropriation of endowment assets for expenditure Amounts released in excess of appropriation for expenditure Endowment net assets, June 30, 2012 $ 66,675 (93,427) (26,752) 659,854 $ 4,096,014 $ 7,756,032 116,225 (212,354) (96,129) - - (1,968,642) - (191,000) 813,770 $ - 20 - Total 20,000 (56,002) (36,002) 202,900 (361,783) (158,883) 44,878 44,878 - (1,968,642) (167,000) - (358,000) (42,361) - (42,361) 354,364 $ 4,104,890 $ 5,273,024 FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 The endowment net asset composition by type of fund as of June 30, 2011 are as follows: Unrestricted Donor-restricted endowment funds Board-designated endowment funds $ Temporarily Restricted (5,800) $ 3,005,964 $ 3,000,164 Total 659,854 $ 4,096,014 $ 4,750,068 - $ Permanently Restricted - 659,854 $ 4,096,014 3,005,964 $ 7,756,032 The changes in endowment net assets for the fiscal year ended June 30, 2011 are as follows: Unrestricted Temporarily Restricted Permanently Restricted Total Endowment net assets, June 30, 2010 $ 4,168,519 $ 304,390 $ 3,729,575 $ 8,202,484 Investment return: Investment income Net appreciation Total investment return 58,153 520,258 578,411 Contributions and grants Net transfers from operating to Boarddesignated funds Appropriation of endowment assets for expenditure Amounts released in excess of appropriation for expenditure 65,923 519,015 584,938 - - (1,517,293) - (236,000) - Endowment net assets, June 30, 2011 $ 3,000,164 $ 73,601 73,601 124,076 1,112,874 1,236,950 292,838 292,838 - (1,517,293) (149,000) - (385,000) (73,947) - (73,947) 659,854 $ 4,096,014 $ 7,756,032 Funds with Deficiencies From time to time, the fair value of assets associated with individual donor-restricted endowment funds may fall below the level that the donor or the Act requires the University to retain as a fund of perpetual duration. In accordance with GAAP, deficiencies of this nature that are reported in unrestricted net assets were approximately $5,800 as of 2011. These deficiencies resulted from unfavorable market fluctuations that occurred shortly after the investment of new permanently restricted contributions and continued appropriation for certain programs that was deemed prudent by the Board of Trustees. No such deficiencies existed as of June 30, 2012. - 21 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 Return Objectives and Risk Parameters The University has adopted investment and spending policies for endowment assets that attempt to provide a predictable stream of funding to programs supported by its endowment while seeking to maintain the purchasing power of the endowment assets. Endowment assets include those assets of donor-restricted funds that the organization must hold in perpetuity or for a donorspecified period(s) as well as board-designated funds. Under this policy, as approved by the Board of Trustees, the endowment assets are invested in a manner that is intended to produce results that exceed the price and yield results of appropriate market indices while assuming a moderate level of investment risk. Equity funds are expected to achieve an annualized total rate of return over a three to five-year period which exceeds an appropriate market index rate of return by 1.5 percentage points compounded annually, net of costs and fees. Fixed income funds are expected to exceed appropriate market indices by 0.75 percentage points, net of costs and fees. Balanced funds are expected to attain a blended objective reflective of their asset mix. Actual returns in any given year may vary from this amount. Strategies Employed for Achieving Objectives To satisfy its long-term rate-of-return objectives, the University relies on a total return strategy in which investment returns are achieved through both capital appreciation (realized and unrealized) and current yield (interest and dividends). The University targets a diversified asset allocation that places a greater emphasis on equity-based investments to achieve its long-term return objectives within prudent risk constraints. Spending Policy The University has a policy of appropriating for distribution each year 5 percent of its endowment fund’s average fair value over the prior 12 quarters through the calendar year-end preceding the fiscal year in which the distribution is planned. In establishing this policy, the University considered the long-term expected return on its endowment. This is consistent with the University’s objective to maintain the purchasing power of the endowment assets held in perpetuity or for a specified term as well as to provide additional real growth through new gifts and investment return. 14. Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, government grants receivable, contributions receivable, student loans receivable, investments, funds held by trustee, accounts payable, accrued expenses, Perkins loan refundable advances, capital lease obligations and the line of credit approximate fair value due to the short term maturities of these financial instruments. The estimated fair value of the University's long-term debt, based on a current discount rate of future cash flows, was approximately $58,902,000 and $53,289,000 at June 30, 2012 and 2011, respectively. - 22 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 15. Fair Value Measurements and Disclosures Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The University utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The University uses three levels of inputs to measure fair value: Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 2: Significant other observable inputs other than level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect the University’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Fair value is best determined based upon quoted market prices. However, in certain instances, there are no quoted market prices for the University's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The fair value for level 2 investments is primarily based on estimates using market prices of comparable securities. The fair value of the level 3 privately held security is based on an offer by that company's management to repurchase the shares from the University through a liquidity dividend declared during the year ended June 30, 2011. The fair value of the investment in limited liability companies has been estimated based upon the University's proportionate share of the net assets of the limited liability companies. The underlying investments in the limited liability companies, which primarily consist of an ownership percentage of private investment companies and fixed income securities, are valued using market and income approaches. - 23 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 Assets measured at fair value on a recurring basis are summarized below. Fair Value Measurements at June 30, 2012, Using June 30, 2012 Investments Equity mutual funds Large cap Small cap International - developed Emerging markets Other Equity securities Energy Materials Industrials Consumer discretionary Consumer staples Healthcare Financial Information technology Telecommunications services Utilities Privately held securities Fixed income securities Corporate bonds U.S. Government bonds Total investments $ Level 1 381,962 $ 247,018 85,971 314,462 79,145 381,962 $ 247,018 85,971 314,462 79,145 - 130,874 33,382 98,004 140,956 120,390 123,877 147,163 221,904 22,822 26,148 141,737 130,874 33,382 98,004 140,956 120,390 123,877 147,163 221,904 22,822 26,148 141,737 - 975,267 918,289 $ Level 2 4,209,371 - 24 - $ 2,315,815 Level 3 $ - 975,267 918,289 $ 1,893,556 - $ - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 Fair Value Measurements at June 30, 2011, Using June 30, 2011 Investments Equity mutual funds Large cap Small cap International - developed Emerging markets Other Equity securities Energy Materials Industrials Consumer discretionary Consumer staples Healthcare Financial Information technology Telecommunications services Utilities Privately held securities Fixed income securities Corporate bonds U.S. Government bonds Investment in limited liability companies Total investments $ $ Level 1 Level 2 361,338 $ 132,264 348,961 419,156 621,516 361,338 $ 132,264 348,961 419,156 621,516 - 251,623 37,027 228,466 237,362 155,767 266,368 299,000 368,844 35,808 56,884 197,739 251,623 37,027 228,466 237,362 155,767 266,368 299,000 368,844 35,808 56,884 143,906 - 1,572,850 968,592 - 442,876 - 7,002,441 - 25 - $ 3,964,290 Level 3 $ 53,833 1,572,850 968,592 - $ 2,541,442 - 442,876 $ 496,709 FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 Changes in fair value of investments, included in net (depreciation) appreciation in fair value of investments in Note 4, measured at fair value on a recurring basis using significant unobservable inputs (level 3) are comprised of the following for the years ended June 30, 2012 and 2011: Investment in Limited Liability Companies Balance as of June 30, 2010 $ Net appreciation in fair value during the year ended June 30, 2011 Balance as of June 30, 2011 Sales Net depreciation in fair value during the year ended June 30, 2012 Balance as of June 30, 2012 $ Privately Held Securities 410,293 $ - 32,583 53,833 442,876 53,833 (442,876) - (53,833) - $ - 16. Retirement Plans The University provides a non-contributory, defined contribution retirement plan to all eligible full and part time employees once they have met certain eligibility requirements as described in the plan document. Prior to September 1, 2011 each eligible employee is offered the choice of two (2) pension vendors, both of whom offer a selection of annuity and thrift plans. As of September 1, 2011 the University transitioned to one pension vendor, TIAA CREF. The University contribution is based on the employee's annual salary, age and years of service. The maximum contribution for a Rindge Faculty Federation (RFF) member of the University hired prior to January 1, 1994 would be 13.5% of salary. The maximum contribution for all other faculty members and non-faculty employees of the University would be 9% of salary. The University discontinued the employer contributions for non-RFF members on June 30, 2011 and January 1, 2012 for RFF members. Employees may also elect to participate in a supplemental tax-deferred annuity plan. Contributions may not exceed amounts permitted by the Internal Revenue Code. Retirement plan expenses for 2012 and 2011 were $273,437 and $1,252,375, respectively. 17. Commitments and Contingencies Union Contract Substantially all of the University's professors are covered by a collective bargaining agreement and are represented by the Rindge Faculty Federation, which is part of the American Federation of Labor - Congress of Industrial Organizations. The agreement has been extended through August 31, 2015. - 26 - FRANKLIN PIERCE UNIVERSITY Notes to Financial Statements June 30, 2012 and 2011 Employment Agreements The University has employment agreements with certain executive members of management that extend through December 2014. The terms of the agreements require that, if the employee is terminated without cause, the University is required to pay the employee's salary with benefits for the remainder of the contract term. Post-employment liabilities under employment and severance agreements amounted to $278,050 and $391,673 as of June 30, 2012 and 2011, respectively. Litigation The University is involved in legal proceedings arising in the ordinary course of business. In the opinion of management, these matters will not materially affect the University's financial position. 18. Economic Dependency The University and the students of the University receive significant support from federal student financial aid programs and various student loan programs. Non-compliance with federal regulations, or changes in the laws governing the programs, could severely impact the operations of the University. 19. Cash Flow Information The University paid interest of $2,675,575 and $2,751,777 during the years ended June 30, 2012 and 2011, respectively. The University had the following noncash activity for the years ended June 30: 2012 2011 Capital expenditures Less: Accounts payable as of year-end Add: Payments on prior year short-term trade accounts used to finance capital expenditures $ 3,360,550 $ 2,120,070 (263,369) (152,378) 152,378 197,306 Purchases and construction of buildings and equipment $ 3,249,559 $ 2,164,998 - 27 -
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