UNCW Business Affairs - Finance - Associated Entities FY 12/13 FY 12/13 Assets Liabilities FY 12/13 Net Assets/Position Related Parties The Foundation of the University of North Carolina at Wilmington, Inc. (single member of the LLC) $ 8,864,247 $ 4,313,018 $ 4,551,229 $ $ 1,247,057 10,111,304 $ $ 4,313,018 $ $ 1,247,057 5,798,286 $ 650,886 $ - $ 650,886 The Alumni Association of the University of North Carolina at Wilmington $ 641,759 $ 75 $ 641,684 Friends of the University of North Carolina at Wilmington, Inc. $ 15,722 $ - $ 15,722 $ 11,419,671 $ 4,313,093 $ 7,106,578 UNCW Corporation (single member of the LLCs) UNCW Corporation Housing I, LLC UNCW Corporation Housing II, LLC $ $ $ $ 59,923,021 28,999,751 39,046,383 127,969,155 $ $ $ $ 59,923,021 28,999,751 39,046,383 127,969,155 $ $ $ $ - UNCW Corporation II (single member of the LLCs) UNCW Corporation Oleander One LLC UNCW Corporation Pepys One LLC UNCW Corporation College Station LLC $ $ $ $ $ 2,439,437 1,392,505 3,831,942 $ $ $ $ $ 2,406,873 1,547,100 3,953,973 $ $ $ $ $ 32,564 (154,595) (122,031) 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 $ $ $ $ $ $ $ $ $ $ $ $ 28,986 198 17,944 47,128 $ $ $ $ $ $ 45,907 2,165 58,473 (200) 151,593 257,938 The Donald R. Watson Foundation, Inc. $ 1,466,807 $ - $ 1,466,807 Total Component Units $ 133,572,970 $ 131,970,256 $ 1,602,714 Total Associated Entities $ 144,992,641 $ 136,283,349 $ 8,709,292 Seahawk Investment Strategies, LLC UNCW Student Aid Association, Inc. (AKA Seahawk Club) Total Related Parties Component Units 74,893 2,165 58,671 (200) 169,537 305,066 Audited Financial information of 06/30/13. (With the exception of Foundation and Friends of UNCW which will be finalized by 10/31/13. We anticipate no change in the financial information provided in this schedule.) UNCW Business Affairs - Finance - Associated Entities Defined as entities that have been established by the university, board membership controlled by the university; raise money in the name of the university, have as a primary purpose the provision of 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 poses 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 Entity annual expenditures of more than $100,000, Minor Associated Entity annual expenditures of less than $100,000. Corporation/Foundation Associated Limited Liability Companies The Foundation of the University of North Carolina at Wilmington, Inc. (single member) Organizer Purpose University Officers Fundraising in Fundraising, Property Support of UNCW acquisition Seahawk Investment Strategies, LLC Activities Category Board Structure/ Management Structure Major Entity Officers External to UNCW Cash, real estate, insurance policies and investments Student and Faculty managed Investments Student Investment Group Assets UNCW Student Aid Association, Inc. (A,K.A. Seahawk Club) University Officers Support UNCW Athletics Fundraising, selfliquidating projects Major Entity Officers External to UNCW Cash The Alumni Association of the University of North Carolina at Wilmington University Officers Support UNCW Goodwill, Fundraising, Special Projects Minor Entity Officers External to UNCW Cash, Investments Friends of the University of North Carolina at Wilmington Inc. Marian Rippy, et al. Support UNCW Fundraising Minor Entity Officers External to UNCW Cash UNCW Corporation (single member of the LLC's) University Officers Development of Debt issued through UNCW student Corporation and the housing, Ground LLC's. Lease, Operating Agreement back to University. Major Entity 3 Officers Internal to UNCW, and 3 are External 100% interest in LLC's, Capital Lease with UNCW, Debt issued through BBT. Use Agreement with UNCW Use Agreement with UNCW Use Agreement with UNCW Seahawk Village Seahawk Landing Seahawk Crossing UNCW Corporation Housing I, LLC UNCW Corporation Housing II, LLC *UNCW Corporation Housing III, LLC (Dissolved, debt issued through Corp) UNCW Corporation II (single member of the LLC's) University Officers Major Entity 4 Officers Internal to UNCW, 100% interest in LLC's, and 3 are External to operations Management Service Agreements with UNCW, Notes with BBT. UNCW Corporation Oleander One, LLC Used for Auxiliary parking Manager - VCBA 5335 Oleander Drive, (old Carmike Cinema property, 5.80 acres , 1 - 2 story building, 19,800 sq ft, UNCW Corporation Pepys One, LLC Multi-family rental property Manager - VCBA SOLD 04/15/13. 4922 Pepys Lane, University Arms Apts., 72 units, 10 bldgs, 6.54 acres UNCW Corporation College Station, LLC Used by Public Service Osher Life Long Learning Institute Manager - VCBA 620 S College Road, 1.06 acres, building 3,246 sq ft, 4 voting Officers 3 non voting Ex Officio - all Internal to UNCW Cash UNCW Research Foundation (single member of the LLC's) The Donald R. Watson Foundation, Inc. Property Notes with BBT secured acquisition, through the LLC's. disposition, and development in support of UNCW. Management Service Agreements with UNCW. University Officers Supporting organization for the development of IP created at UNCW. Major Entity 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 EC Center, Executive Director Chief of Staff Cash The CREST Millennial Campus, LLC Lease up and manage the operations of millennial campus locations Manager - VCBA None as of 06/30/12 MARBIONC Development Group, LLC Development of UNCW originated intellectual property Manager - VCBA/ CMS Senior Cash Technology Officer Donald Watson Support UNCW, Provides funds for Duke Medical and scholarships St. Johns Episcopal Church Minor Entity 3 Officers Internal to UNCW Operations, and 2 are External Cash and Investments UNCW Business Affairs - Finance - Associated Entities What is 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. How many Associated Entities does the University have? There are 18 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's 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. How is the University involved in their activities? The Policy Manual and General Statute allows 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. Is their organizational structure and connection to the University the same? 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 Universities 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 based on a materiality threshold established by the University. Does the University have ultimate control over these entities? UNCW in it's 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.