UNCW CORPORATION (A Component Unit of the University of North Carolina at Wilmington) FINANCIAL REPORT YEAR ENDED JUNE 30, 2015 Certified Public Accountants and Advisors Since 1947 Greensboro, NC | Raleigh, NC | Winston-Salem, NC Member of a Global Association of Independent Accounting and Consultancy Firms UNCW CORPORATION Table of Contents Page No. Independent Auditor's Report ………………………………………………………………… 1 Management's Discussion and Analysis……………………………………………………… 3 Financial Statements Statement of Net Position ………………………………………………………………… 8 Statement of Activities and Changes in Net Position ………………………………… 9 Statement of Cash Flows ………………………………………………………………… 10 Notes to Financial Statements ………………….………………………………………… 11 Certified Public Accountants and Advisors Since 1947 Greensboro, NC | Raleigh, NC | Winston-Salem, NC Independent Auditor's Report To the Board of Directors UNCW Corporation Wilmington, North Carolina Report on the Financial Statements We have audited the accompanying financial statements of UNCW Corporation (the "Corporation"), (a nonprofit corporation), which comprise the statement of net position as of June 30, 2015, and the related statements of activities and changes in net position, and cash flows for the year then ended, and the related notes to the financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Corporation's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Page 1 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UNCW Corporation as of June 30, 2015, and the changes in its financial position and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis on pages 3 through 6 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Greensboro, North Carolina September 8, 2015 Page 2 UNCW CORPORATION Management's Discussion and Analysis (Unaudited) Financial Analysis The UNCW Corporation (the "Corporation") provides the following Management’s Discussion and Analysis ("MD&A") as an overview of the financial activities for the fiscal year ended June 30, 2015. The MD&A identifies significant transactions that have financial impact and highlights favorable and unfavorable trends. Comparative data for the previous year is presented to provide a better understanding of the financial information. Using the Financial Statements The Corporation’s financial report includes three basic comprehensive financial statements that depict the financial activity and fiscal condition of the Corporation for the current year: the Statement of Net Position; the Statement of Activities and Changes in Net Position; and the Statement of Cash Flows. These financial statements are prepared in accordance with Governmental Accounting Standards Board ("GASB") principles. The accrual basis of accounting has been used to prepare the statements. This method of accounting requires that revenues and assets are recognized when the service is provided. Expenses and liabilities are recognized when others provide services, regardless of when cash is exchanged. The Statement of Net Position includes all the Corporation's assets and liabilities. The Corporation’s net position (the monetary difference between total assets and total liabilities) are one indicator of the Corporation’s financial viability. Over time, changes in net position provide information on the improvement or erosion of the Corporation’s financial condition when considered with non-financial facts. The Statement of Activities and Changes in Net Position presents the revenues earned and expenses incurred during the fiscal year. Financial activities are reported as either operating or non-operating. Another important factor to consider when evaluating the financial viability of the Corporation is the ability to meet financial obligations as they mature. The Statement of Cash Flows presents information that allows the reader to evaluate the Corporation’s ability to meet its financial obligations on a current basis. Financial Highlights The Corporation includes the activity of UNCW Corporation Housing I, LLC and UNCW Corporation Housing II, LLC (the "LLCs") which are organizations responsible to develop, construct, own, finance, manage, operate or otherwise deal with student housing facilities on or near the campus of the University of North Carolina at Wilmington (the "University"). As a result, the Corporation leases these facilities to the University for amounts equal to the required debt service payments associated with issued bonds to finance these projects and administrative costs to manage the Corporation, with no incentive to create a profit. On December 29, 2014, Standard & Poor's Ratings Services credit rating review affirmed its 'A-' longterm rating and underlying rating ("SPUR") on the University of North Carolina at Wilmington Corp. Housing ("UNCWCH") I, and UNCWCH II, LLCs' certificates of participation ("COPs")-series 2005, 2006, and 2008 issues, issued on behalf of the University of North Carolina at Wilmington ("UNCW"). The rating reflects solid debt service coverage and a trend of strong housing system occupancy at UNCW as well as the University's strong managerial and financial commitment to its student housing projects. Page 3 UNCW CORPORATION Management's Discussion and Analysis (Unaudited) On May 12, 2015, the UNCW Corporation's single member LLCs refunded the 2005 Series Certificates of Participation and advanced refunded the 2006 Series with Limited Obligation Bonds (LOBs) expected to mature in 2037. The LOBs were issued through the UNCW Corporation. On April 14, 2015, Moody's Rating Services affirmed the A2 ratings on the Series 2008 Certificates of Participation and assigned an A2 rating, positive outlook, on the Series 2015 Refunding Limited Obligation Bonds, expected to mature in 2037. The Corporation issued $24,920,000 in Limited Obligation Bonds, Series 2015 with an average interest rate of 4.38%. The bonds were issued for a current refunding of $27,360,000 of outstanding Series 2005 Certificates of Participation with an average interest rate of 4.93%. The refunding was undertaken to reduce total debt service payments by $5,302,395 over the next 21 years and resulted in an economic gain of $3,820,154. The Corporation issued $34,630,000 in Limited Obligation Bonds, Series 2015 with an average interest rate of 4.79%. The bonds were issued to advance refund $37,250,000 of outstanding bonds Series 2006 Certificates of Participation with an average interest rate of 4.93%. The net proceeds of the refunding bonds were used to purchase U.S. government securities. These securities were deposited into an irrevocable trust to provide for all future debt service payments on the refunded bonds. As a result, the refunded bonds are considered to be defeased and the liability has been removed from the Corporation's Statement of Net Position. This advance refunding was undertaken to reduce total debt service payments by $4,369,214 over the next 22 years and resulted in an economic gain of $3,096,417. At June 30, 2015, the outstanding balance was $36,825,000 for the defeased Series 2006 Certificates of Participation. The UNCW Corporation Housing I, LLC that issued the 2005 Certificates, and the UNCW Corporation Housing II, LLC, that issued the 2006 Certificates merged with the UNCW Corporation. Debt is no longer issued through the LLCs and is issued through the UNCW Corporation. Page 4 UNCW CORPORATION Management's Discussion and Analysis (Unaudited) Statement of Net Position The Statement of Net Position presents the assets, liabilities, and net position (total assets minus total liabilities) of the Corporation. This statement provides a fiscal snapshot of the Corporation’s financial position as of June 30, 2015. The data provides readers of this statement with information on assets available to continue operations, amounts due to vendors, and the net position available for expenditure by the Corporation. Condensed Statement of Net Position June 30, as indicated 2015 Assets Restricted assets Direct financing leases Other assets Total assets $ 766,030 123,518,706 1,035,898 $ 125,320,634 2014 Change 2,095,225 122,962,698 1,829,777 $ (1,329,195) 556,008 (793,879) (63.44) % 0.45 % (43.39) % $ 126,887,700 $ (1,567,066) (1.24) % $ Deferred Outflows of Resources Deferred losses on refunding bonds 1,413,128 Liabilities Long-term debt Other liabilities $ 124,125,488 1,195,146 $ 124,296,567 2,591,133 125,320,634 126,887,700 Total liabilities Deferred Inflows of Resources Deferred related party revenue Net Position - $ 1,413,128 - 1,413,128 $ $ - n/a (171,079) (1,395,987) (0.14) % (53.88) % (1,567,066) (1.24) % 1,413,128 $ % Change - n/a - % At June 30, 2015, the Corporation's decreases in restricted assets and other assets relate to refinancing long term debt. The debt required funding of the reserve fund and a significant amount of prepaid insurance that was not required under the new debt. Increases in both deferred losses on refunding bonds and unearned related party revenue relate to the refinancing of long term debt and will be amortized as the new loan matures. The decline in other liabilities reflects an offset of amounts due to the University based on the activity noted above. Page 5 UNCW CORPORATION Management's Discussion and Analysis (Unaudited) Statement of Activities and Changes in Net Position Changes in total net position as presented on the Statement of Net Position section are based on the activity reported in the Statement of Activities and Changes in Net Position. The purpose of this statement is to present the revenues received by the Corporation and the expenses paid by the Corporation. Operating revenues are received for providing goods and services to the various customers. Operating expenses are used to acquire or produce the goods and services provided in return for the operating revenue, and to carry out the mission of the Corporation. Condensed Statement of Activities, and Changes in Net Position For the Year Ended June 30, as indicated 2015 Revenue Direct financing lease income Other revenues $ Total revenue Expenses Interest expense Other expenses Total expenses 2014 5,909,429 525,551 $ Change 5,961,999 100,968 $ (52,570) 424,583 6,434,980 6,062,967 372,013 5,909,429 525,551 5,961,999 100,968 (52,570) 424,583 6,434,980 6,062,967 372,013 Changes in net position - - - Net position, beginning - - - Net position, ending $ - $ - $ % Change (0.88) % 420.51 % 6.14 % (0.88) % 420.51 % 6.14 % - Since the Corporation was set up to develop, construct, own, finance, manage, operate or otherwise deal with student housing facilities near the University, and to lease these facilities to the University with no motive to create a profit, the decrease in direct financing lease income during the current fiscal year is a direct result of the decrease in interest expense relating to issued certificates of participation to finance the construction of those facilities with increased principal payments on each certificate of participation. Page 6 UNCW CORPORATION Management's Discussion and Analysis (Unaudited) Statement of Cash Flows The Statement of Cash Flows provides information about cash receipts and cash payments during the year. The Statement of Cash Flows also helps users assess the Corporation’s: • Ability to generate future net cash flows • Ability to meet its obligations as they come due • Need for external financing Condensed Statement of Cash Flows For the Year Ended June 30, as indicated 2015 Cash flow activities Receipts from users $ 7,454,916 Payments to suppliers (95,357) Acquisition and construction of capital assets Debt service payments (7,359,559) Investment proceeds Net change in cash flows Cash, beginning Cash, ending 2014 $ $ - $ Change % Change 6,016,998 (22,295) $ 1,437,918 (73,062) 23.90 % 327.71 % (4,785) (6,563,056) 573,138 4,785 (796,503) (573,138) (100.00) % 12.14 % (100.00) % - - - - - $ - % - Changes in cash flow activities relate to the normal course of the Corporation’s activities; that is, paying debt and receiving associated revenue from the University. Contacting the Corporation’s Financial Management This financial report is designed to provide a general overview of the Corporation’s finances and demonstrate accountability of all funds. Additional financial information may be obtained by contacting the Associated Entities Office at (910) 962-3139. Page 7 UNCW CORPORATION Statement of Net Position June 30, 2015 ASSETS Restricted assets Net investment in direct financing leases, current Net investment in direct financing leases, non-current Prepaid insurance Total Assets $ 766,030 2,124,115 121,394,591 1,035,898 125,320,634 DEFERRED OUTFLOWS OF RESOURCES Deferred losses on refunding bonds 1,413,128 LIABILITIES Accounts payable and accrued expenses Funds held for others Long-term debt payable, current Long-term debt payable, non-current Total Liabilities 445,779 749,367 1,695,000 122,430,488 125,320,634 DEFERRED INFLOWS OF RESOURCES Deferred related party revenue 1,413,128 NET POSITION Unrestricted $ See Notes to Financial Statements Page 8 - UNCW CORPORATION Statement of Activities and Changes in Net Position Year Ended June 30, 2015 Revenues: Direct financing lease income Other revenues Total revenue $ Expenses: Contracted services Interest expense Bond issuance cost Other expenses Total expenses 5,909,429 525,551 6,434,980 89,931 5,909,429 424,934 10,686 6,434,980 Changes in net position - Net position, beginning - Net position, ending $ See Notes to Financial Statements Page 9 - UNCW CORPORATION Statement of Cash Flows Year Ended June 30, 2015 Cash flows from operating activities: Receipts from users Payments to suppliers Net cash provided by operating activities $ Cash flows from capital and related financing activities: Interest paid on debt Principal payments on certificates of participation Net cash used in capital and related financing activities 7,454,916 (95,357) 7,359,559 (5,959,559) (1,400,000) (7,359,559) Net change in cash - Cash, beginning Cash, ending $ - $ - Reconciliation of changes in net position to net cash provided by operating activities: Changes in net position Adjustments to reconcile changes in net position to net cash provided by operating activities: Write off of bond issuance costs, premiums and discounts Amortization of prepaid insurance Donated service revenue Donated service expense Interest expense Decrease in lease receivables, net Net cash provided by operating activities See Notes to Financial Statements Page 10 $ 511,778 72,571 (5,260) 5,260 5,909,429 865,781 7,359,559 UNCW CORPORATION Notes to Financial Statements NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES UNCW Corporation (the "Corporation") was organized as a North Carolina nonprofit corporation on November 14, 2002, to enhance the University of North Carolina at Wilmington's (the "University") educational mission, including, without limitation, overseeing and assisting with the acquisition and financing of capital assets for the University. Although legally separate from the University, the Corporation is considered a component unit of the University because the University's governing body appoints the Corporation's Board of Directors. Therefore the Corporation's financial statements are presented with those of the University. Blended Component Units UNCW Corporation Housing I, LLC and UNCW Corporation Housing II, LLC (the "LLCs") are organizations that were organized as North Carolina nonprofit corporations on December 20, 2004 and February 8, 2006, respectively, to develop, construct, own, finance, manage, operate and otherwise deal with student housing facilities on or near the campus of the University. The Corporation established the LLCs and is the LLCs' sole member. The LLCs' operations are exclusively for the benefit of the Corporation. On May 12, 2015, the LLCs filed articles of merger with the Corporation. A summary of the Corporation's significant accounting policies follows: Basis of Presentation The financial statements of the Corporation have been prepared using the economic resources measurement focus and the accrual basis of accounting. Under the accrual basis, revenues are recognized when earned, and expenses are recorded when an obligation has been incurred. In accordance with Governmental Accounting Standards Board ("GASB") Statement No. 20, Accounting and Financial Reporting for Proprietary Funds and Other Governmental Entities That Use Proprietary Fund Accounting, the Corporation has elected not to apply Financial Accounting Standards Board ("FASB") pronouncements issued after November 30, 1989, for proprietary activities, unless the GASB amends its pronouncements to specifically adopt FASB pronouncements issued after that date. Principles of Reporting The financial statements are presented in accordance with accounting principles generally accepted in the United States of America as prescribed by GASB. The full scope of the Corporation's activities is considered to be a single business-type activity ("BTA") and, accordingly, is reported within a single column in the basic financial statements. Direct Financing Leases Under the direct financing method of accounting for leases, the total rentals receivable under the lease contracts, net of unearned income are recorded as net investment in direct financing leases, and the unearned income on each lease is recognized at a constant periodic rate of return on the unrecovered investment on each lease payment. Page 11 UNCW CORPORATION Notes to Financial Statements NOTE 1 - NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Long-Term Debt Obligations Long-term debt obligations are reported as liabilities in the statement of net position. Premiums and discounts on long-term debt obligations, as well as prepaid insurance expenses related to debt financing, are deferred and amortized over the life of the obligations using the effective interest method. Long-term debt obligations are reported net of the applicable premium or discount. Longterm debt issuance costs are reported as deferred charges and amortized over the term of the related debt. Amortization expense for insurance cost for each of the next five years is approximately $45,000. Deferred Losses on Bond Refunding and Deferred Related Party Revenue During the year ended June 30, 2015, the Corporation refunded its Series 2005 Certificates of Participation ("COPs") and Series 2006 COPs debt. This refunding led to a loss of $1,421,788 that is being recognized over the life of the new debt issued to pay for the refunding. The remaining unamortized portion of the loss is shown on the statement of net position. Additionally, the responsibility for the loss on the refunding is ultimately incurred by the University. Therefore, a deferred revenue for the same amount as the loss on refunding is also included on the statement of net position. Amortization for each of these balances for each of the next five years is approximately $65,000. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Income Tax Status The Corporation is exempt from federal income tax under the Internal Revenue Code ("IRC") Section 501(c)(3). It is the Corporation’s policy to evaluate all tax positions to identify any that may be considered uncertain. All identified material tax positions are assessed and measured by a “more-likely-thannot” threshold to determine if the tax position is uncertain and what, if any, the effect of the uncertain tax position may have on the financial statements. No material uncertain tax positions were identified for 2015. Net Position Net position represents the difference between assets and liabilities in a statement of net position and is displayed in three components – net investment in capital assets; restricted (distinguishing between major categories of restrictions); and unrestricted. The Corporation has a net position of zero. Page 12 UNCW CORPORATION Notes to Financial Statements NOTE 2 - RESTRICTED ASSETS Restricted assets consists of cash and money market accounts held by the trust division of the bank that are carried at fair value. Amounts are restricted for maintenance, construction, or debt service payments. NOTE 3 - FUNDS HELD FOR OTHERS According to each certificate of participation payable agreement (Note 5), the tenant of the direct finance leased facilities is required to fund a maintenance and equipment reserve fund. The tenant is required to initially reserve $175 per bed with annual increases of 3%. This fund was fully funded as of June 30, 2015 in the amount of $749,367 which is included in restricted assets. The Corporation will reimburse the tenant for certain maintenance and equipment disbursements made for the leased properties. NOTE 4 - INVESTMENT IN DIRECT FINANCING LEASES The Corporation's leasing operations consist principally of the leasing of various types of property. The composition of the net investment in direct financing leases at June 30, 2015 is as follows: Total minimum lease payments receivable Less unearned lease income Net investment in direct financing leases Less current portion Net investment in direct financing leases $195,912,093 (72,393,387) 123,518,706 (2,124,115) $121,394,591 At June 30, 2015, the minimum future lease payments due under the direct financing leases are as follows: Fiscal Year Ending June 30, 2016 2017 2018 2019 2020 Thereafter Page 13 $ 7,267,956 7,423,300 7,743,700 8,303,913 8,660,563 156,512,661 $195,912,093 UNCW CORPORATION Notes to Financial Statements NOTE 5 - LONG-TERM DEBT PAYABLE In fiscal 2005, the Corporation issued $28,710,000 of debt, at a premium of $630,913, in Series 2005 Certificates of Participation ("COPs") to finance the construction and acquisition of a 524-bed apartment-style student housing facility and its related parking and recreational facilities on the campus of the University. The COPs include coupon rates of 4.00% to 5.25%, a final maturity of June 1, 2036, and are secured by a Leasehold Deed to Trust on the mortgaged property and an assignment of future lease income earned from the property. In fiscal 2006, the Corporation issued $38,290,000 of debt, at a premium of $772,838, in Series 2006 COPs to finance the construction and acquisition of a 609-bed apartment-style student housing facility and its related parking and recreational facilities on the campus of the University. The COPs include coupon rates of 4.00% to 5.00%, a final maturity of June 1, 2037, and are secured by a Leasehold Deed to Trust on the mortgaged property and an assignment of future lease income earned from the property. In fiscal 2008, the Corporation issued $61,460,000 of debt, at a discount of $426,913, in Series 2008 COPs to finance the construction and acquisition of a 662-bed apartment-style student housing facility and its related parking and recreational facilities on the campus of the University. The COPs include coupon rates of 3.50% to 5.00%, a final maturity of June 1, 2038, and are secured by a Leasehold Deed to Trust on the mortgaged property and an assignment of future lease income earned from the property. In fiscal 2015, the Corporation issued $59,550,000 of debt, at a premium of $6,372,195, in Series 2015 Refunding Limited Obligation Bonds ("LOBs") to refinance the Corporation's Series 2005 and 2006 COPs. The LOBs include coupon rates of 3.00% to 5.00%, a final maturity of June 1, 2037, and are secured by a Leasehold Deed to Trust on the mortgaged property originally financed by Series 2005 and 2006 COPs and an assignment of future lease income earned from the property. Long-term debt payable activity for the year ended June 30, 2015 is as follows: Beginning Balance Certificates of participation Limited obligation bonds Premiums on debt Discounts on debt $ 123,605,000 1,033,097 (341,530) $ 124,296,567 Additions $ $ Page 14 59,550,000 6,372,195 65,922,195 Reductions Ending Balance $ 65,185,000 $ 58,420,000 1,071,981 (163,707) $ 66,093,274 59,550,000 6,333,311 (177,823) $ 124,125,488 UNCW CORPORATION Notes to Financial Statements NOTE 5 - LONG-TERM DEBT PAYABLE (Continued) Future debt principal maturities and interest expense is as follows: Fiscal Year Ending Principal June 30, Amount 2016 $ 1,695,000 2017 2,035,000 2018 2,425,000 2019 3,085,000 2020 3,550,000 2021-2025 22,080,000 2026-2030 28,485,000 2031-2035 35,625,000 2036-2040 18,990,000 $ 117,970,000 Interest $ 5,589,619 5,388,300 5,318,700 5,218,913 5,110,563 22,838,656 16,999,819 9,855,013 1,639,175 $ 77,958,758 NOTE 6 - COMMITMENTS In relation to the apartment-style student housing facility and related parking and recreational facilities noted above, the Corporation has an agreement to lease the land located under these facilities from the State of North Carolina for $1 per year through 2040. Because the use of the land is limited and it (along with improvements thereto) will ultimately be returned to the State of North Carolina pursuant to the Lease Agreement, no value has been recorded for leased land. NOTE 7 - RELATED PARTY TRANSACTIONS During the year ended June 30, 2015, the Corporation's blended component units, the LLCs, which constructed the student housing facilities, leased the ground on which the facilities are located from the State of North Carolina ("State"), a related party. The land and facilities are leased back to the State for lease payments sufficient to repay principal and interest on the debt related to the facilities (see Note 3) plus additional rentals for the reasonable and customary expenses and fees of the Corporation and the Trustee. At the end of the lease-back period, title to the facilities will be transferred to the State. On May 12, 2015, the LLCs merged with the Corporation, and the lease agreements with the State were amended to reflect this merger. The University, a related party, has entered into a Use Agreement with the Corporation so it may use the facilities and, in return, has obligated itself to pay rental payments directly to the Trustee for the COPs in amounts sufficient to cover lease payments owed by the State to the Corporation. Page 15 UNCW CORPORATION Time and Costs for the Audit Year Ended June 30, 2015 The UNCW Corporation's audit was conducted in approximately 80 hours at a total cost of $6,500.