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Finance and Administration - Board of Trustees - The University of ...

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<strong>Finance</strong> <strong>and</strong> <strong>Administration</strong> Committee - V. Annual Report <strong>of</strong> the Treasurer, 2011 - Information<strong>of</strong> Tennessee intellectual property; encourage <strong>and</strong> supportentrepreneurial education <strong>and</strong> ventures by faculty, staff,students, <strong>and</strong> commercial partners/affiliates <strong>of</strong> the <strong>University</strong><strong>of</strong> Tennessee; <strong>and</strong> to contribute to the well being <strong>of</strong> the State<strong>of</strong> Tennessee through economic development. In April 2003,UTRC was renamed <strong>and</strong> reorganized to the <strong>University</strong> <strong>of</strong>Tennessee Research Foundation (UTRF). Roles were redefined<strong>and</strong> the scope was exp<strong>and</strong>ed to include a new emphasis onentrepreneurship <strong>and</strong> economic development for technologytransfer activities. A new set <strong>of</strong> bylaws <strong>and</strong> board <strong>of</strong> directorswere established. <strong>The</strong> foundation has 7 voting directors <strong>and</strong> 3nonvoting directors. Because the university’s board <strong>of</strong> trusteesapproves the foundation’s administrative budget, the foundationis considered fiscally dependent on the university. <strong>The</strong>refore,the research foundation is considered a component unit <strong>of</strong>the university <strong>and</strong> is discretely presented in the university’sfinancial statements.Complete financial statements for the research foundationcan be obtained from the <strong>University</strong> <strong>of</strong> Tennessee ResearchFoundation, Suite 211, UT Conference Center Building, 600Henley Street, Knoxville, TN 37996-4122.ORGANIZATION AND NATURE OFACTIVITIES<strong>The</strong> <strong>University</strong> <strong>of</strong> Tennessee Research Foundation, Inc., is anot-for-pr<strong>of</strong>it organization exempt from federal income taxunder Section 501(c)(3) <strong>of</strong> the Internal Revenue Code. <strong>The</strong>foundation was formed to promote research <strong>and</strong> hold <strong>and</strong>manage the university’s intellectual property. <strong>The</strong> foundationwas established to protect, manage, <strong>and</strong> commercializeuniversity inventions <strong>and</strong> intellectual property; grow theuniversity research enterprise; develop <strong>and</strong> support anentrepreneurial culture; <strong>and</strong> contribute to state <strong>and</strong> regionaleconomic development.Genera Energy LLC, (the subsidiary), a wholly-ownedsubsidiary <strong>of</strong> the <strong>University</strong> <strong>of</strong> Tennessee ResearchFoundation, was formed on February 28, 2008. <strong>The</strong> subsidiaryincludes, in turn, four wholly-owned subsidiaries <strong>and</strong> onesubsidiary in which Genera owns 51%. <strong>The</strong> subsidiary is inthe business <strong>of</strong> developing a pilot-scale biorefinery <strong>and</strong> state<strong>of</strong> the art research <strong>and</strong> development facility, in collaborationwith DuPont Danisco Cellulosic Ethanol, LLC (DDCE),for cellulosic ethanol using non-food biomass feedstocks toprove the technology <strong>and</strong> commercial viability <strong>of</strong> producingcellulosic ethanol, primarily in the State <strong>of</strong> Tennessee. <strong>The</strong>project utilizes the <strong>University</strong> <strong>of</strong> Tennessee’s expertise incellulosic feedstock production <strong>and</strong> research, as well as itswork with Tennessee farmers, to develop the first dedicatedcellulosic energy crop supply chain utilizing switchgrass.<strong>The</strong> subsidiary also promotes, supports, <strong>and</strong> carries out thecommercialization <strong>of</strong> research outcomes <strong>and</strong> the transfer<strong>of</strong> research-generated products, ideas, processes, <strong>and</strong> othertechnology related to renewable energies to agricultural,commercial, <strong>and</strong> industrial enterprises. <strong>The</strong> State <strong>of</strong> Tennesseehas provided $40.7 million towards the construction <strong>of</strong> thepilot-scale biorefinery <strong>and</strong> related switchgrass utilization <strong>and</strong>demonstration facilities.During the fiscal year ended June 30, 2010, the subsidiary(Genera Energy, LLC) changed its name to Genera Bi<strong>of</strong>uels,LLC <strong>and</strong> elected to be treated as a member-managed LLC. <strong>The</strong>member (UTRF) established a new director-managed LLC,Genera Energy, LLC, <strong>and</strong> contributed its equity <strong>of</strong> GeneraBi<strong>of</strong>uels, LLC to Genera Energy, LLC. As a result, GeneraBi<strong>of</strong>uels, LLC became a wholly owned subsidiary <strong>of</strong> GeneraEnergy, LLC. Genera Energy, LLC formed three additionalwholly-owned subsidiaries, which are member-managed LLC’s,Genera Solar Solutions, LLC, Genera Biomass, LLC <strong>and</strong>Genera Capital, LLC.PRINCIPLES OF CONSOLIDATION<strong>The</strong> foundation has entered into related agreements with theuniversity <strong>and</strong> Genera whereby the foundation has undertakento provide the subsidiary with working capital advances for itsoperational needs. <strong>The</strong> extent <strong>of</strong> the foundation’s commitmentis contingent upon its own ability to obtain additional fundingfrom existing sources from which to make these advances.According to terms <strong>of</strong> the agreements, repayment <strong>of</strong> theoperational funding by the subsidiary to the foundation isrequired only upon the occurrence <strong>of</strong>, <strong>and</strong> in preference to,other capital distributions. No interest accrues on the advances.Because the parties contemplate capital distributions only asthe consequence <strong>of</strong> a general liquidation <strong>of</strong> the subsidiary, theseadvances have been treated as investments in the subsidiary onthe books <strong>of</strong> the foundation <strong>and</strong> as equity capital on the books<strong>of</strong> the subsidiary. <strong>The</strong>se amounts eliminate upon consolidation.<strong>The</strong> consolidated financial statements include the accounts <strong>of</strong>the foundation, Genera, <strong>and</strong> its consolidated subsidiaries namedabove. All significant intercompany balances <strong>and</strong> transactionshave been eliminated in consolidation.PROPERTY AND EQUIPMENTProperty <strong>and</strong> equipment at June 30, 2011 consist <strong>of</strong> the followingmajor classifications in Table 25.1 on the opposite page.Depreciation expense for the foundation <strong>and</strong> its subsidiarytotaled $3,000,448 for the year ended June 30, 2011. Intangibleassets totaling $6,596 are also reported as capital assets on thestatement <strong>of</strong> net assets.NOTES PAYABLE<strong>The</strong> foundation had an outst<strong>and</strong>ing note payable to theuniversity <strong>of</strong> $ 654,922 at June 30, 2011.DEFERRED REVENUEDuring the years ended June 30, 2011, <strong>and</strong> June 30, 2010, thefoundation capitalized $584,629 <strong>and</strong> $19,309,711 <strong>of</strong> costsrelated to the construction <strong>of</strong> a pilot-scale biorefinery whichwere incurred by DDCE. Based on an agreement with DDCE,these <strong>and</strong> future unreimbursed costs incurred by DDCE on thisproject were capitalized in exchange for DDCE’s future use <strong>of</strong> aportion <strong>of</strong> the biorefinery facility. An amount equal to DDCE’stotal construction cost was recorded as deferred revenue throughcompletion <strong>of</strong> the biorefinery. <strong>The</strong> total amount <strong>of</strong> deferredrevenue is expected to be recognized over the life <strong>of</strong> a proposedlease between the subsidiary <strong>and</strong> DDCE. As <strong>of</strong> June 30, 2011,the proposed lease was to be for ten years with three possiblefive-year extensions. Accordingly, deferred revenue is amortized34366

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