UNCW Business Affairs - Finance - Associated Entities Definition of an Associated Entity The UNC Policy Manual 600.2.5.2 [R] was adopted 11/16/2005 and provides a clear definition of any foundation, association, corporation, LLC, partnership or other non profit entity that was established by officers of the University, that is controlled by the University, that raises funds in the name of the University, that has a primary purpose of providing services or conducting activities in furtherance of the University's mission pursuant to an agreement with the University, or that has a tax exempt status that is based on being a support organization of the University. This policy is based on General Statute 116-30.20 establishment of nonprofit corporations. UNCW Associated Entities There are 15 separate legal entities that are considered an associated entity. To maintain associated entity status each must abide by relevant University policies, undergo a periodic review, meet organizational requirements, have a tax exempt status, have at least one senior officer or designee on the governing board or who sit as ex officio (either voting or non-voting), maintain financial accounting controls, have independent audits, and submit annual financial reports to the Chancellor and General Administration. The articles of incorporation include a clause which provides, upon dissolution, all assets will revert to the University, or another University approved entity unless otherwise designated by the donor of an asset. University Involvement The Policy Manual and General Statute have provisions for administrative and other services to be provided by the University. Memorandums of Understanding signed by the Chancellor and the President of each entity sets forth the terms of the provided services. In some instances, the Board of Trustees or the University have designated that University officers hold positions on the board by virtue of their position with the University. Some University positions may be designated to serve as Executive Director of an entity, or act as the accountant or staff support to the entity. Other University employees may indirectly be involved through sharing of reporting systems such as advancement gift processing, purchasing or accounts payable. Organizational Structure and Financial Reporting Each entity is unique and provides an important benefit or service to the University. Each entity's classification is based on Governmental Accounting Standards Board (GASB) guidance. This requires an analysis of their board composition (university and non university appointed directors), fiduciary control by the University, fiscal dependency, and other criteria to determine if they are considered a "related party" and have a structure that allows them to act fairly independent, or if they are considered a "component unit" and are essentially an extended arm of the University. GASB requires recognition of our connection with these entities in the University's financial statements. The financial contributions and services the University receives from the related parties is included in our footnotes, however, we do not recognize their operational activities, assets or liabilities. The component units are more inclusive and their financial activities, assets and liabilities are blended with the University. University Control of Associated Entities UNCW in its sole discretion may remove the approved status of any associated entity at any time for failure to abide by UNCW, UNC System, and/or applicable policy, procedure, rule, law, and/or regulation. Upon withdrawal of approved status, they shall no longer conduct activity in the name of the University and distribution of all assets shall be consistent and pursuant to their organizing articles and by-laws. UNCW Business Affairs - Finance - Associated Entities Associated entities: established by the university, board membership controlled by the university, raise money in the name of the university, primary purpose to provide services and activities in support of and in furtherance of the university's educational, research, and public service missions (501(c) (3) organizations), and /or they possess an IRS recognized tax-exempt status as a supporting organization (509(a)) for the university. LLCs established to conduct day-to-day activities, managed by university officers or employees and restricted to services and activities in furtherance of the university's mission. The single members hold 100% interest in the LLCs. Major Associated Entities have annual expenditures of more than $100,000. Minor Associated Entities have annual expenditures of less than $100,000. Corporation/Foundation The Foundation of the University of North Carolina at Wilmington, Inc. (single member) Associated Limited Liability Companies Organizer Purpose University Officers Fundraising in Support of UNCW Seahawk Investment Strategies, LLC Activities Fundraising, Property acquisition Oversight of $1M Investment in securities endowment gift from BB&T, among sectors of S&P invested by Finance students 500 from CSB as part of their classroom experience Board Structure/ Management Structure Volunteer Board - external to UNCW Advisory Board comprised of 5 Equity investments persons representing BB&T, UNCW administration, UNCW Foundation and Cameron School of Business Cash Minor Entity Volunteer Board - External to UNCW Cash Major Entity 3 Directors are internal to UNCW and 3 are external Use Agreement with UNCW Capital Lease with UNCW, BBT is the Trustee. Seahawk Crossing, Parking Deck and Retail Store University Officers Property acquisition, Notes with BBT secured Major Entity disposition, and development through the LLCs in support of UNCW. Management Service Agreements with UNCW 4 Directors are internal to UNCW and 3 are external to operations 100% interest in LLCs, Management Service Agreements with UNCW, Notes with BBT 5335 Oleander Drive, old Carmike Cinema property, 5.80 acres, 1 - 2 story building, 19,800 sq ft 620 S College Road, 1.06 acres, building 3,246 sq ft University Officers Support UNCW Athletics University Officers Support UNCW Alumni Outreach Fundraising, Selfliquidating projects Goodwill, Fundraising, Special Projects Friends of the University of North Carolina at Wilmington Inc. UNCW Corporation Marian Rippy, et al. Support UNCW Fundraising UNCW Corporation II (single member of the LLCs) University Officers Development of UNCW Debt issued through Student Housing, Ground Corporation Lease, Operating Agreement back to University Major Entity Major Entity UNCW Corporation Oleander One, LLC Used for Auxiliary parking Manager - VCBA UNCW Corporation College Station, LLC Used by Public Service Osher Life Long Learning Institute Manager - VCBA UNCW Research Foundation (single member of the LLCs) Assets Cash, real estate, insurance policies, gift annuities and investments Volunteer Board - External to UNCW Volunteer Board - External to UNCW UNCW Student Aid Association, Inc. (Seahawk Club) The Alumni Association of the University of North Carolina at Wilmington The Donald R. Watson Foundation, Inc. Category Major Entity University Officers Supporting organization for the development of IP created at UNCW Major Entity Cash, Investments 4 voting Directors and 3 non Cash voting Ex Officio - all Internal to UNCW UNCW Corporation Research I ,LLC Development of UNCW originated intellectual property Manager - VCBA Cash and 20% Equity interest in Mobile Ed, LLC (unaffiliated entity; faculty start-up) UNCW Entrepreneurship Center, LLC Act as the go-to resource for entrepreneurship and job creation in the Wilmington region Director CIE Cash The CREST Millennial Campus, LLC Lease up and manage the operations of millennial campus locations Manager - VCBA None as of 06/30/15 MARBIONC Development Group, LLC Development of UNCW originated intellectual property Manager - VCBA/ CMS Senior Cash Technology Officer Donald Watson Support UNCW, Duke Medical and St. Johns Episcopal Church Provides funds for scholarships Major Entity 3 Directors are internal to UNCW Operations and 2 are external Cash and Investments UNCW Business Affairs - Finance - Associated Entities FY 14/15 Assets FY 14/15 Deferred Outflows of Resources FY 14/15 FY 14/15 Deferred Inflows of Resources Liabilities FY 14/15 Net Assets / Position Related Parties The Foundation of the University of North Carolina at Wilmington, Inc. (single member of the LLC) Seahawk Investment Strategies, LLC $ UNCW Student Aid Association, Inc. (Seahawk Club) $ - $ $ - $ 4,699,737 - 104,907 - 1,514,297 6,214,034 1,293,787 - 250,055 - 1,043,732 89 - 710,353 - - 12,893 12,893 $ 104,907 1,514,297 6,318,941 710,442 The Alumni Association of the University of North Carolina at Wilmington Friends of the University of North Carolina at Wilmington, Inc. Total Related Parties 4,804,644 8,336,063 $ - $ 355,051 $ - $ 7,981,012 $ - Blended Component Units UNCW Corporation UNCW Corporation II (single member of the LLCs) UNCW Corporation Oleander One LLC UNCW Corporation College Station LLC UNCW Research Foundation (single member of the LLCs) UNCW Corporation Research I LLC MARBIONC Development Group LLC The CREST Millennial Campus, LLC UNCW Entrepreneurship Center, LLC The Donald R. Watson Foundation, Inc. Total Component Units Total Associated Entities $ 125,320,634 $ 1,413,128 $ 125,320,634 $ 1,413,128 2,365,467 1,372,412 3,737,879 - 2,105,830 1,373,354 3,479,184 - 259,637 (942) 258,695 - 16,542 90 16,632 - 185,977 2,214 90,589 (600) 170,551 448,731 1,540,558 $ 131,064,434 $ 1,413,128 $ 128,816,450 $ 1,413,128 $ $ 139,400,497 $ 1,413,128 $ 129,171,501 $ $ 10,228,996 202,519 2,214 90,679 (600) 170,551 465,363 1,413,128 Audited Financial information of 06/30/15. (With the exception of Friends of UNCW, which is in progress, we anticipate no change in the financial information provided in this schedule.) 1,540,558 2,247,984