VERMONT LAW SCHOOL, INC.

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1 FINANCIAL STATEMENTS With Independent Auditors' Report

2 Table of Contents Page(s) Independent Auditors Report 1 Statements of Financial Position 2 Statement of Activities for the Year Ended June 30, Statement of Activities for the Year Ended June 30, Statements of Cash Flows

3 INDEPENDENT AUDITORS' REPORT To the Board of Trustees Vermont Law School, Inc. We have audited the accompanying statements of financial position of Vermont Law School, Inc. (the Law School) as of, and the related statements of activities and cash flows for the years then ended. These financial statements are the responsibility of the Law School'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 Vermont Law School, Inc. as of, 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 October 29, 2012 Registration No:

4 Statements of Financial Position ASSETS Cash and cash equivalents $ 4,999,842 $ 5,607,096 Student tuition receivables, net of allowance of $11,643 and $10,000 in 2012 and 2011, respectively 188, ,371 Other receivables 957,064 1,110,751 Prepaid expenses 503, ,397 Contributions receivable, net 1,234,796 1,011,805 Restricted cash 1,968,221 4,489,073 Investments 10,877,271 11,795,293 Notes and interest on notes receivable from students, net of allowance of $468,934 and $447,710 in 2012 and 2011, respectively 2,789,863 2,909,763 Investments held in trust by others 148, ,000 Bond issuance costs, net of accumulated amortization of $26,927 and $15,856 in 2012 and 2011, respectively 305, ,251 Collection (Note 1) - - Property, plant and equipment, net of accumulated depreciation 22,131,781 18,739,027 Total assets $ 46,105,174 $ 46,807,827 LIABILITIES AND NET ASSETS Liabilities: Accounts payable $ 462,641 $ 1,025,911 Accrued expenses 843, ,481 Advance deposits on tuition and deferred revenue 1,741,309 1,986,000 Bonds payable, net of unamortized discount 13,758,591 14,045,931 Refundable advances - U.S. Government grants 2,327,366 2,327,366 Total liabilities 19,133,361 20,284,689 Commitments and contingencies (Notes 10 and 17) Net assets Unrestricted: Available for operations 3,231,499 4,079,907 Designated for instruction 141, ,539 Designated for long-term investment 4,588,334 5,014,912 Net investment in property, plant and equipment 10,540,860 9,082,182 Total unrestricted 18,502,232 18,318,540 Temporarily restricted 3,176,860 3,187,014 Permanently restricted 5,292,721 5,017,584 Total net assets 26,971,813 26,523,138 Total liabilities and net assets $ 46,105,174 $ 46,807,827 The accompanying notes are an integral part of these financial statements

5 Statement of Activities Year Ended June 30, 2012 (With Comparative Totals for the Year Ended June 30, 2011) Unrestricted Temporarily Permanently Restricted Restricted Total Total Operating revenues Tuition and fees $ 31,021,571 $ - $ - $ 31,021,571 $ 30,817,002 Less: Institutional aid and scholarships (7,518,181) - - (7,518,181) (7,655,001) Net tuition and fees 23,503, ,503,390 23,162,001 Federal aid to students 312, , ,876 Grant revenues 2,084, ,084,306 2,530,346 Contributions 236, ,384-1,225,366 1,401,055 Other investment income 10, ,478 62,021 Investment income - spending policy 207, , , ,043 Auxiliary enterprises 227, , ,078 Other sources 397, , ,169 26,980,763 1,201,499-28,182,262 28,702,589 Net assets released from restrictions 1,121,507 (1,121,507) Total operating revenues 28,102,270 79,992-28,182,262 28,702,589 Operating expenses Instruction 15,781, ,781,850 14,475,834 Academic support 1,773, ,773,689 2,081,507 Student services 3,894, ,894,900 4,328,869 Institutional support 4,228, ,228,008 4,355,853 Fundraising 1,091, ,091, ,821 Auxiliary enterprises 728, , ,349 Total operating expenses 27,498, ,498,362 26,977,233 Change in net assets from operations 603,908 79, ,900 1,725,356 Non-operating revenue (expense) Purchase of collection items (631,254) - - (631,254) (747,547) Contributions 621, , ,942 1,104, ,219 Other non-operating expenses (272,519) - - (272,519) (300,962) Investment (loss) income, net of spending policy (172,999) (263,007) - (436,006) 1,339,239 Loss on early extinguishment of debt (950,123) Net assets released from restrictions 34,575 (34,575) Net asset reclassifications - (5,195) 5, Change in net assets 183,692 (10,154) 275, ,675 1,387,182 Net assets, beginning of year 18,318,540 3,187,014 5,017,584 26,523,138 25,135,956 Net assets, end of year $ 18,502,232 $ 3,176,860 $ 5,292,721 $ 26,971,813 $ 26,523,138 The accompanying notes are an integral part of these financial statements

6 Statement of Activities Year Ended June 30, 2011 Unrestricted Temporarily Restricted Permanently Restricted Total Operating revenues Tuition and fees $ 30,817,002 $ - $ - $ 30,817,002 Less: Institutional aid and scholarships (7,655,001) - - (7,655,001) Net tuition and fees 23,162, ,162,001 Federal aid to students 423, ,876 Grant revenues 2,530, ,530,346 Contributions 288,937 1,112,118-1,401,055 Other investment income 39,021 23,000-62,021 Investment income - spending policy 222, , ,043 Auxiliary enterprises 260, ,078 Other sources 424, ,169 27,351,113 1,351,476-28,702,589 Net assets released from restrictions 968,173 (968,173) - - Total operating revenues 28,319, ,303-28,702,589 Operating expenses Instruction 14,475, ,475,834 Academic support 2,081, ,081,507 Student services 4,328, ,328,869 Institutional support 4,355, ,355,853 Fundraising 994, ,821 Auxiliary enterprises 740, ,349 Total operating expenses 26,977, ,977,233 Change in net assets from operations 1,342, ,303-1,725,356 Non-operating revenue (expense) Purchase of collection items (747,547) - - (747,547) Contributions - 195, , ,219 Other non-operating expenses (300,962) - - (300,962) Investment income, net of spending policy 826, ,596-1,339,239 Loss on early extinguishment of debt (950,123) Net assets released from restrictions 590,732 (590,732) - - Change in net assets 760, , ,752 1,387,182 Net assets, beginning of year 17,557,744 2,686,380 4,891,832 25,135,956 Net assets, end of year $ 18,318,540 $ 3,187,014 $ 5,017,584 $ 26,523,138 The accompanying notes are an integral part of these financial statements

7 Statements of Cash Flows Years Ended Cash flows from operating activities Change in net assets $ 448,675 $ 1,387,182 Adjustments to reconcile change in net assets to net cash used by operating activities Depreciation and amortization 743,939 1,039,718 Change in provision for losses on contributions and notes receivable 56,162 (20,813) Loss on disposal of equipment 72,518 - Net depreciation (appreciation) in fair value of investments 181,635 (1,599,335) Contributions restricted for long-term investment (1,104,554) (321,219) Change in operating assets and liabilities Student tuition and other receivables 134,533 (299,834) Contributions receivable (20,091) (230,485) Prepaid expenses 430 (201,301) Investments held in trust by others 4,693 (23,000) Accounts payable (252,763) 205,341 Accrued expenses (56,027) (240,463) Advance deposits on tuition and deferred revenue (244,691) 77,622 Net cash used by operating activities (35,541) (226,587) Cash flows from investing activities Purchases of property, plant and equipment (5,148,756) (1,746,626) Proceeds from sale of investments 3,683,938 2,866,906 Purchase of investments (2,947,551) (3,078,745) Decrease in restricted cash with bond trustees 2,520, ,137 Disbursements of notes receivable to students (316,000) (551,000) Repayments of notes receivable from students 414, ,747 Insurance proceeds from disposal of equipment 647,769 - Net cash used by investing activities (1,145,072) (1,689,581) Cash flows from financing activities Principal payments on bonds payable (295,000) (60,000) Contributions received for long-term investment 868, ,490 Payment of bond issuance costs - (272,645) Net cash provided by financing activities 573,359 57,845 Net decrease in cash and cash equivalents (607,254) (1,858,323) Cash and cash equivalents, beginning of year 5,607,096 7,465,419 Cash and cash equivalents, end of year $ 4,999,842 $ 5,607,096 The accompanying notes are an integral part of these financial statements

8 1. Organization and Summary of Significant Accounting Policies Organization Vermont Law School, Inc. (the Law School) is an independent, private institution governed by its own board of trustees. The only law school in Vermont, the Law School was incorporated in 1972, admitted its first class in the fall of 1973, and awarded its first Juris Doctor degrees in May, The Law School has been accredited by the American Bar Association since 1978 and has been a member of the Association of American Law Schools since The Law School s Environmental Law Center opened in 1978 to encourage the study of environmental law and policy as an interdisciplinary field. The program has been accredited by the New England Association of Schools and Colleges since The Law School s campus is located in a small, rural New England village. Students, faculty, and staff work in a supportive environment where community, rather than competition, is nurtured. The Law School places an emphasis on environmental and public interest law and prepares students for practice throughout the country. The Law School offers a Juris Doctor (J.D.) Degree and, through the Environmental Law Center, the Master of Environmental Law and Policy (M.E.L.P.) Degree and the Masters of Laws in Environmental Law (L.L.M.), a joint J.D./M.E.L.P. degree course of study is also offered. Annual enrollment in the programs is approximately 660 students. Financial Statement Presentation The accompanying financial statements, which are presented on the accrual basis of accounting, focus on the Law School as a whole. Assets and liabilities have been shown in order of liquidity. Net assets, revenues, gains and losses are classified based on the existence or absence of donorimposed restrictions. Accordingly, net assets and changes therein are classified as follows: Permanently Restricted Net Assets Net assets subject to donor-imposed stipulations that they be maintained permanently by the Law School. Generally, the donors of these assets permit the Law School to use all or part of the income earned and capital gains, if any, on related investments for general or specific purposes. Temporarily Restricted Net Assets Net assets subject to donor-imposed stipulations that may or will be met by actions of the Law School and/or the passage of time. Unrestricted Net Assets Net assets not subject to donor-imposed stipulations

9 Revenues are reported as increases in unrestricted net assets unless use of the related assets is limited by donor-imposed restrictions. Expenses are reported as decreases in unrestricted net assets. Gains and losses on investments and other assets or liabilities are reported as increases or decreases in unrestricted net assets unless their use is restricted by explicit donor stipulations or law. Expirations of temporary restrictions on net assets, that is, situations in which the donorimposed stipulated purpose has been accomplished and/or the stipulated time period has elapsed, are reported as reclassifications between the applicable classes of net assets. Contributions, including unconditional promises to give, are recognized as revenues in the period the promise is received. Promises to give that are scheduled to be received after the statement of financial position date are shown as increases in temporarily restricted net assets and are reclassified to unrestricted net assets when the purpose or time restrictions are met. Promises to give subject to donor imposed stipulations that the corpus be maintained permanently are recognized as increases in permanently restricted net assets. Conditional promises to give are not recognized until they become unconditional, that is, when the conditions on which they depend are substantially met. Contributions of assets other than cash are recorded at their estimated fair value. The Law School reports contributions of property, plant or equipment as unrestricted non-operating support unless the donor places restrictions on their use. Contributions of cash or other assets that must be used to acquire long-lived assets are reported as temporarily restricted support and released from restrictions when the assets are acquired and placed in service. Dividends, interest and net gains on investments of endowments and similar funds are reported as follows: as increases in permanently restricted net assets if the terms of the gift require that they be added to the principal of a permanent endowment fund; as increases in temporarily restricted net assets if the terms of the gift or state law impose restrictions on the current use of income or net gains; and as increases in unrestricted net assets in all other cases. Change in Net Assets from Operations The statement of activities reports the changes in net assets from operating and non-operating activities. Tuition revenue is recorded at the established rates, net of institutional financial aid and endowed scholarships provided directly by the Law School for students. Other operating revenues consist of those items attributable to the Law School s instructional programs. Other investment income primarily relates to interest income from operating cash accounts

10 Changes in net assets which are excluded from operating activities include other non-operating expenses, purchase of collection items, investment income net of spending policy, contributions 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 Law School has complied with the donative restriction. Unrestricted non-operating contributions represents contributions received that were conditional upon the construction of a building. The construction was completed during the year ended June 30, 2012, therefore the condition has been met and the contribution received is considered unrestricted when received. In 2012, other non-operating expenses primarily include expenses for professional services for the recruiting of the Law School's president and dean. In 2011, other non-operating expenses include amounts related to capital campaign activities, as well as professional fees for potential capital projects that were not started, evaluation of the effects of restructuring bonds payable agreements, and certain other non-recurring professional fees. Functional Expenses Expenses are reported on the statement of activities in categories recommended by the National Association of College and University Business Officers. The Law School s primary program service is instruction. Expenses reported as academic support, student services, institutional support, fundraising and auxiliary enterprises are incurred in support of this primary program service. Expenses associated with the operation and maintenance of the Law School plant assets, including interest and depreciation expense, are allocated on the basis of square footage utilized by the programs, as described in the functional categories. Cash and Cash Equivalents The Law School considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Interest income received on cash and cash equivalents is included in other investment income on the statement of activities. Investments Investments in equity securities with readily determinable fair values and all investments in debt securities and life insurance policies are reported at fair value with gains and losses included in the statements of activities

11 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, commensurate with the risks involved in the collection of outstanding promises to give. 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 Law School 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 Law School has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to contributions receivable. Student Tuition Receivables Student tuition receivables represent amounts due for tuition and fees from currently enrolled and former students. The Law School extends unsecured credit to students in connection with their studies. Student tuition receivables are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through the allowance for uncollectible accounts. Changes in the allowance have not been material to the financial statements. Other Receivables Other receivables are stated at the amount management expects to collect from outstanding balances. Amounts due are for the Federal Work-Study Program and other Federal and non- Federal grants and cooperative agreements, faculty mortgages, and employee advances

12 Property, Plant and Equipment Property, plant and equipment are stated at cost at the date of acquisition by the Law School, at fair market value at the date of receipt in the case of donated property, or at appraised value for certain original components of the Law School complex. The Law School s policy is to capitalize property, plant and equipment with a cost or fair market value of greater than $5,000 on an item basis and bulk purchase basis. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Lives (Years) Land improvements 15 Buildings 50 Library equipment 3-20 Furniture, fixtures and other equipment 3-10 Computer and communications infrastructure and software 3-25 Vehicles 6 Collection The collection, which consists of library books, periodicals and related material, was acquired through purchases and contributions since the Law School s inception and is not recognized as an asset on the statement of financial position. The collection is protected, kept unencumbered and cared for. Purchases of collection items are recorded as decreases in unrestricted net assets in the year in which the items are acquired, or as decreases in temporarily or permanently restricted net assets if the assets used to purchase the items are restricted by donors. Contributed collection items are not reflected in the financial statements. Proceeds from deaccessions or insurance recoveries are reflected as increases in the appropriate net asset classes. Bond Issuance Costs Bond issuance costs have been capitalized and are amortized on a straight-line basis over the life of the applicable bonds. Advance Deposits on Tuition and Deferred Revenue Advance deposits on tuition and deferred revenue represent tuition for the Law School s summer school session and deposits made by students enrolling in subsequent semesters. Nonrefundable deposits are recorded as income when the student enters school or when the deposit is forfeited. Bond Discount Amortization The original bond discount is included in bonds payable and is amortized on a straight-line basis over the life of the applicable bonds

13 Concentrations The Law School derives its revenue primarily from tuition. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) 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. Risks and Uncertainties Investments 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. Federal Income Taxes The Law School is a nonprofit Vermont corporation and a tax exempt educational institution as described in Section 501(c)(3) of the Internal Revenue Code (Code) and is generally exempt from Federal income taxes on related income pursuant to Section 501(a) of the Code. The Law School is not a private foundation. The Law School files IRS Form 990-T, Exempt Organization Business Income Tax Return, for certain food sales. Reclassifications Certain amounts in the 2011 financial statements have been reclassified to conform with the 2012 financial statement presentation. Subsequent Events For purposes of the preparation of these financial statements in conformity with GAAP, the Law School has considered transactions or events occurring through October 29, 2012, the date that the financial statements were issued. The Law School has not evaluated subsequent events after that date for inclusion in the financial statements

14 2. Cash and Cash Equivalents The Law School maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Law School has not experienced any losses in such accounts. The Law School believes it is not exposed to any significant risk on cash and cash equivalents. Cash equivalents held temporarily by the Law School's investment managers are considered part of investments. 3. Investments Investments are comprised of the following as of June 30: Intermediate cash fund $ 29,173 $ 28,386 Fixed income Corporate bonds 711, ,893 U.S. Government bonds 1,560,855 2,283,408 Fixed income mutual funds 1,490,409 1,577,642 Preferred fixed income funds 371, ,759 Equity securities Consumer discretionary 427, ,938 Consumer staples 570, ,685 Energy 504, ,921 Financials 616, ,862 Health care 514, ,846 Industrials 306, ,097 Information technology 1,008, ,902 Materials 316, ,528 Telecommunication services - 55,845 Utilities 206, ,158 Equity mutual funds 2,057,698 1,636,743 Other equities 49,756 9,724 Life insurance 61,035 58,717 Real estate fund 72,887 3,239 $ 10,877,271 $ 11,795,

15 Under the Law School s spending policy, 5% of the average of the fair value of the endowment investments at the end of the previous three years as well as all investment income on operating funds are designated for current operations as follows for the years ended June 30: Investment return: Interest and dividends $ 177,094 $ 240,968 Net (depreciation) appreciation in fair value (181,635) 1,599,335 Total investment (loss) income (4,541) 1,840,303 Less: Investment income designated for current operations: Investment income spending policy 420, ,043 Other investment income 10,478 62,021 Total designated for current operations 431, ,064 Investment (loss) income net of spending policy $ (436,006) $ 1,339,239 Investment (loss) income is reported net of estimated investment expenses of $71,566 and $73,514 for the years ended, respectively. 4. Contributions Receivable Contributions receivable consist of the following at June 30: Currently due $ 649,600 $ 235,616 Less than one year 318, ,626 One to five years 494, ,593 More than five years 7,990 19,565 1,470,686 1,214,400 Less: Allowance for uncollectible contributions (186,645) (156,858) Unamortized discount of 3% (49,245) (45,737) Net contributions receivable $ 1,234,796 $ 1,011,

16 5. Notes and Interest on Notes Receivable from Students Notes receivable from students are carried at the unpaid principal balance plus interest less 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. Management s periodic evaluation of the adequacy of the allowance is based on Perkins Loan Program requirements, the Law School s past loan loss experience, specific impaired loans, adverse situations that may affect the borrower s ability to repay and current economic conditions. Loans are considered impaired if full principal or interest payments are not anticipated in accordance with the contractual terms. The Law School s practice is to charge off any loan or portion of loan when the loan is determined by management to be uncollectible due to the borrower s failure to meet repayment terms, the borrower s deteriorating or deteriorated financial condition or other reasons. Student loans are considered past due based on contractual terms. At, student loans receivable past due 90 days or more and continuing to accrue interest total $346,103 and $388,808, respectively. Interest on loans is recognized over the term of the loan and is calculated using the simple-interest method on principal amounts outstanding. Interest receivable not expected to be collected has been included in the allowance for doubtful accounts. 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: Allowance for loan losses, beginning of the year $ 447,710 $ 480,633 Loans charged off (27,809) (17,300) Adjustments to the allowance for loan losses 49,033 (15,623) Net change in allowance for loan losses 21,224 (32,923) Allowance for loan losses, end of the year $ 468,934 $ 447,

17 The following is a loan aging analysis at June 30, 2012: Current $ 2,825, days past due 87, days past due - Greater than 90 days past due 346,103 Total $ 3,258,797 As required by the federal regulations, a separate cash account is also maintained for the Perkins Loan Program, the balance of which is included in cash and cash equivalents. The cash in this account was $628,333 and $477,554 as of, respectively. 6. Restricted Cash Restricted cash includes amounts being held by the bond trustee that have been established as required by the 2011 Series A bonds. The bond fund accounts are uninsured and are invested in a government money market fund and/or state and local government securities Bond fund series A 2011 interest $ 187,687 $ 102,738 Bond fund series A 2011 project 1,464,953 3,895,011 Bond fund series A 2011 capitalized interest 315, , Investments Held in Trust by Others $ 1,968,221 $ 4,489,073 Investments held in trust by others represent the market value of the Law School s rights to splitinterest agreements. All of the Law School s split-interest agreement assets are classified as temporarily restricted because they are charitable remainder unitrusts where the only restriction is time. The present value of the future payments is estimated to equal the current market value of these investments and they are recorded by the Law School at this value. The principal from these investments is recorded as unrestricted revenues when received as there are no restrictions on their use

18 8. Property, Plant and Equipment Property, plant and equipment consisted of the following at June 30: Land $ 485,663 $ 532,833 Land improvements 365, ,708 Buildings 20,045,334 19,842,996 Library equipment 985, ,112 Furniture, fixtures and other equipment 2,596,359 2,578,820 Computer and communications infrastructure and software 1,960,776 2,288,073 Vehicle 26,218 11,000 Construction in progress 5,026,423 1,782,398 31,491,110 28,400,940 Less accumulated depreciation (9,359,329) (9,661,913) Property, plant and equipment, net $ 22,131,781 $ 18,739,027 Depreciation expense charged to operations was $725,208 and $962,018 for the years ended, respectively

19 9. Bonds Payable Bonds payable consisted of the following at June 30: Variable rate demand revenue bonds issued in 2003 Series B by the Vermont Educational and Health Buildings Financing Agency. The bonds are payable annually on January 1 with principal installments ranging from $45,000 to $255,000 through Interest, at a variable rate based on the tax exempt municipal index provided by the Bond Marketing Association, is payable in monthly installments. The interest rate at June 30, 2012 was 0.18%. The bonds are collateralized by an irrevocable direct pay Letter of Credit. The Law School has an option to convert the bonds to bear interest at a fixed rate. $ 3,455,000 $ 3,515,000 Revenue bonds issued in 2011 Series A by the Vermont Educational and Health Buildings Financing Agency. The serial bonds are payable in annual principal installments ranging from $170,000 to $665,000 through The payments are made January 1 of the year due. Interest payments are made semiannually to People s United Bank at fixed interest rates ranging from 3.0% to 6.25%. The bonds are collateralized by certain property, plant and equipment. 10,515,000 10,750,000 13,970,000 14,265,000 Less unamortized discount (211,409) (219,069) Bonds payable, net of unamortized discount $ 13,758,591 $ 14,045,931 Maturities of long-term debt for the next five years are as follows: Year Ending June 30, 2013 $ 235, , , , ,000 Thereafter 12,345,000 $ 13,970,

20 The Law School has obtained an irrevocable letter of credit and confirmation to satisfy the requirements of the 2003 Series B bond resolutions. The letter of credit in the amount of $3,567,003 has a termination date of June 7, As of, there is no balance due on the letter of credit. The Law School is required to pay an annual commitment fee of 1.25% of the unused portion of the letter of credit, prorated by the number of days in the bank's billing period. This fee totaled $43,732 and $44,710 for the years ended, respectively. During 2012, the Law School obtained a revolving credit line (the Line) in the amount of $1,000,000, maturing on October 30, 2012, at an interest rate of the Wall Street Journal Prime Rate plus.50% with a floor of 3.75% (3.75% at June 30, 2012). There was no outstanding balance on the Line as of June 30, The bonds and letter of credit contain certain operating and financial covenants. The Law School was in compliance with these covenants as of. Interest expense on the bonds charged to operations was $467,600 and $295,921 in 2012 and 2011, respectively. Interest costs capitalized to construction projects was $139,823 and $60,879 in 2012 and 2011, respectively. 10. Refundable Advances - U.S. Government Grants Refundable Advances - U.S. Government Grants represents Federal Perkins Loan Funds (Perkins) due back to the U.S. Government. These balances are the Federal capital contributions received by the Law School to run the Perkins program. The liability at was $2,327,366. GAAP for colleges require recognition of this amount as a liability. However, should the Law School ever discontinue the Perkins program, Federal regulations require certain calculations that could require a much larger amount to be returned to the U.S. Department of Education

21 11. Temporarily Restricted Net Assets Temporarily restricted net assets consisted of the following as of June 30: Purpose restrictions: Instruction $ 330,984 $ 423,173 Student aid 430, ,839 Building 361,105 93,611 Other purpose restrictions 362, ,499 Time restrictions: Unspent appreciation on endowment for which the income is unrestricted 931,835 1,037,794 Contributions and grant receivables, net 611, ,098 Contributions - remainder unitrusts 148, , Permanently Restricted Net Assets Permanently restricted net assets consisted of the following as of June 30: $ 3,176,860 $ 3,187, Endowment funds and loan funds for which the income is restricted: Student emergency loan program $ 54,684 $ 54,676 Instruction 427, ,841 Student aid 1,885,229 1,854,932 Loan repayment assistance program 1,336,006 1,321,740 Other endowment funds 449, ,506 Contributions receivable - other 261, ,234 4,415,047 4,144,929 Endowment funds for which the income is unrestricted 877, ,655 $ 5,292,721 $ 5,017,

22 13. Net Assets Released From Restrictions Net assets released from restrictions due to donor-imposed stipulations being met consisted of the following for the years ended June 30: Purpose restrictions - operations: Instruction $ 749,834 $ 615,731 Student aid 116, ,960 Other 90, ,150 Time restrictions Contributions receivable, net 164,581 27,332 Net operating assets released from restrictions 1,121, ,173 Non-operating: Investment in plant 34, , Cash Flow Information Total net assets released from restrictions $ 1,156,082 $ 1,558,905 For the years ended, the Law School paid interest of $472,530 and $290,984, respectively. The Law School had the following noncash activity for the years ended June 30: Acquisition of property, plant and equipment $ 4,838,249 $ 2,095,748 Less: Accounts payable and accrued expenses as of year-end (105,731) (416,238) Add: Payments on short-term trade accounts used to finance acquisition of property, plant and equipment 416,238 67,116 Payments for the acquisition of property, plant and equipment $ 5,148,756 $ 1,746,626 Bond refinancing Proceeds from refinancing $ - $ 10,560,424 Refinance existing debt $ - $ (6,557,473) Applied to restricted cash $ - $ 4,002,

23 15. Endowment Fund The Law School s endowment consists of approximately 70 individual funds established for a variety of purposes. Its endowment includes both donor-restricted endowment funds and funds designated by the Board of Trustees to function as endowments. As required by 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 Board of Trustees of the Law School has interpreted the Uniform Prudent Management of Institutional Funds Act (UPMIFA) as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment funds absent explicit donor stipulations to the contrary. As a result of this interpretation, the Law School classifies as permanently restricted net assets (a) the original value of gifts donated to the permanent endowment (b) the original value of subsequent gifts to the permanent endowment, and (c) accumulations to the permanent endowment made in accordance with the direction of the applicable gift instrument at the time the accumulation is added to the fund. The remaining portion of the donor-restricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure by the Law School in a manner consistent with the standard of prudence prescribed by UPMIFA. In accordance with UPMIFA, the Law School considers the following factors in making a determination to appropriate or accumulate donor-restricted endowment funds: 1. The duration and preservation of the fund 2. The purposes of the Law School and the donor-restricted endowment fund 3. General economic conditions 4. The possible effect of inflation and deflation 5. The expected total return from income and the appreciation of investments 6. Other resources of the Law School 7. The investment policies of the Law School 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 UPMIFA requires the Law School to retain as a fund of perpetual duration. In accordance with GAAP, deficiencies of this nature that are reported in unrestricted net assets were $46,477 and $35,924 as of June 30, 2012 and June 30, 2011, respectively. 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 were deemed prudent by the Board of Trustees. All future increases in market value will first restore unrestricted net assets to the extent of these prior year losses recognized

24 Return Objectives and Risk Parameters The Law School has adopted investment and spending policies for endowment assets that attempt to preserve the real purchasing power of the principal and provide a stable source of perpetual financial support to endowment beneficiaries in accordance with the Law School s spending policy. Endowment assets include those assets of donor-restricted funds that the Law School must hold in perpetuity or for a donor-specified 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 provide the long term annualized total rate of return equal to the Higher Education Price Index plus 5 percent. 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 Law School 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 Law School 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 and How the Investment Objectives Relate to Spending Policy The Law school has a policy of appropriating for distribution each year 5 percent of a trailing 3 year average of its endowment s total asset value through the calendar year-end preceding the fiscal year in which the distribution is planned. In establishing this policy, the Law School considered the long-term expected return on its endowment. Accordingly, over the long term, the Law School expects the current spending policy to allow its endowment to grow annually. This is consistent with the Law School 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

25 Endowment Composition and Changes in Endowment The endowment funds were held as follows as of June 30: Cash and cash equivalents $ 118,413 $ 31,027 Investments 10,794,049 11,235,111 Contributions receivable, net 261, ,234 $ 11,174,393 $ 11,535,372 The endowment net asset composition by type of fund as of June 30, 2012 is as follows: Unrestricted Temporarily Restricted Permanently Restricted Total Donor-restricted endowment funds $ (46,477) $ 1,348,022 $ 5,238,037 $ 6,539,582 Board-designated endowment funds 4,634, ,634,811 $ 4,588,334 $ 1,348,022 $ 5,238,037 $11,174,393 The changes in endowment net assets for the year ended June 30, 2012 are as follows: Unrestricted Temporarily Restricted Permanently Restricted Total Endowment net assets, June 30, 2011 $ 5,014,912 $ 1,557,552 $ 4,962,908 $11,535,372 Investment loss: Investment income 90,968 75, ,514 Net depreciation in fair value (99,121) (82,514) - (181,635) Total investment loss (8,153) (6,968) - (15,121) Contributions and grants , ,129 Reclassification of deficiencies (10,553) 10, Appropriation of endowment assets for expenditure (207,872) (213,115) - (420,987) Additional appropriation of Boarddesignated endowment funds (200,000) - - (200,000) Endowment net assets, June 30, 2012 $ 4,588,334 $ 1,348,022 $ 5,238,037 $11,174,

26 The endowment net asset composition by type of fund as of June 30, 2011 is as follows: Unrestricted Temporarily Restricted Permanently Restricted Total Donor-restricted endowment funds $ (35,924) $ 1,557,552 $ 4,962,908 $ 6,484,536 Board-designated endowment funds 5,050, ,050,836 $ 5,014,912 $ 1,557,552 $ 4,962,908 $11,535,372 The changes in endowment net assets for the year ended June 30, 2011 are as follows: Unrestricted Temporarily Restricted Permanently Restricted Total Endowment net assets, June 30, 2010 $ 4,214,346 $ 1,087,981 $ 4,837,156 $10,139,483 Investment return: Investment income 88, , ,611 Net appreciation in fair value 687, ,640-1,511,069 Total investment return 775, ,756-1,706,680 Contributions and grants , ,752 Net transfers to Board-designated from operating funds 2, ,500 Reclassification of deficiencies 244,912 (244,912) - - Appropriation of endowment assets for expenditure (222,770) (216,273) - (439,043) Endowment net assets, June 30, 2011 $ 5,014,912 $ 1,557,552 $ 4,962,908 $11,535,

27 16. 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 Law School utilizes a fair value hierarchy, based on three levels of inputs to measure fair value, that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Level 1: Level 2: Level 3: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date. 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. Significant unobservable inputs that reflect the Law School 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 Law School'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 for level 2 investments held in trust by others is primarily based on the quoted market prices of the underlying securities invested in by the trusts. 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

28 Assets measured at fair value are summarized below: Fair Value Measurements at June 30, 2012, Using Valued on a recurring basis: June 30, 2012 Level 1 Level 2 Level 3 Intermediate cash fund $ 29,173 $ 29,173 $ - $ - Fixed income Corporate bonds 711, ,886 - U.S. Government bonds 1,560,855-1,560,855 - Fixed income mutual funds 1,490,409-1,490,409 - Preferred fixed income funds 371, ,063 - Equity securities Consumer discretionary 427, , Consumer staples 570, , Energy 504, , Financials 616, , Health care 514, , Industrials 306, , Information technology 1,008,313 1,008, Materials 316, , Utilities 206, , Equity mutual funds 2,057,698 2,057, Other equities 49,756 49, Life insurance 61,035-61,035 - Real estate fund 72,887-72,887 - Investments $ 10,877,271 $ 6,609,136 $ 4,268,135 $ - Investments held in trust by others $ 148,307 $ - $ 148,307 $

29 Fair Value Measurements at June 30, 2011, Using Valued on a recurring basis: June 30, 2011 Level 1 Level 2 Level 3 Intermediate cash fund $ 28,386 $ 28,386 $ - $ - Fixed income Corporate bonds 613, ,893 - U.S. Government bonds 2,283,408-2,283,408 - Fixed income mutual funds 1,577,642-1,577,642 - Preferred fixed income funds 356, ,759 - Equity securities Consumer discretionary 482, , Consumer staples 643, , Energy 738, , Financials 822, , Health care 801, , Industrials 395, , Information technology 840, , Materials 312, , Telecommunication services 55,845 55, Utilities 132, , Equity mutual funds 1,636,743 1,636, Other equities 9,724 9, Life insurance 58,717-58,717 - Real estate fund 3,239-3,239 - Investments $ 11,795,293 $ 6,901,635 $ 4,893,658 $ - Investments held in trust by others $ 153,000 $ - $ 153,000 $

30 17. Retirement Benefits Substantially all employees of the Law School are eligible to participate in a defined contribution plan sponsored by Teachers Insurance and Annuity Association and College Retirement Equities Fund. Total contributions, at the rate of 8% of salaries of participating employees, amounted to $623,139 and $845,241 for the years ended, respectively. 18. Disclosures of Fair Value of Financial Instruments The Law School's financial instruments consist of cash and cash equivalents, student tuition receivables, other receivables, contributions receivable, restricted cash, investments held in trust by others, investments, notes and interest on notes receivable from students, accounts payable, accrued expenses, bonds payable, and refundable advances - U.S. government grants. The estimated fair value of bonds payable, based on discounted cash flows at current market interest rates, was approximately $16,300,000 and $16,500,000 at, respectively. The fair values of all other financial instruments approximate their carrying values. 19. Related Party Transactions The Law School received $174,100 and $131,225 in contributions from various Board members during 2012 and 2011, respectively. Contributions receivable from board members are $457,835 and $430,189 as of, respectively. 20. Subsequent Event In July 2012, the Law School entered into a new construction contract to build a fitness center totaling approximately $1,131,

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