West Virginia University Research Corporation

“Effective may 26, 2015, all west virginia university research corporation directors are employed by west virginia university.”

“The west virginia university tax services unit, the wvu division of finance, the wvurc treasurer, and the wvurc assistant treasurer review a draft of the form 990 on behalf of the wvurc. A complete copy of the form 990 is provided to the board prior to filing.”

“The wvu office of research integrity and compliance requires and monitors annual disclosures by any employee conducting research including board directors or officers. In addition, the wvu office of research integrity and compliance maintains and monitors any conflict of interest disclosure made by non-research employees. Effective may 26, 2015, all west virginia university research corporation directors are employed by west virginia university. Wvurc board directors who are employees of wvu are subject to wvu's policies and procedures which include the state of west virginia ethics act, and the compensation, fringe benefit and accountable plan policies and procedures. The state of west virginia ethics commission compiles on an annual basis financial disclosures submitted by wvu employees at the director level and above.”

“Effective may 26, 2015, all west virginia university research corporation directors are employed by west virginia university and are compensated by a related organization, west virginia university. Compensation for every position is determined by several factors including job analysis and evaluation, the essential duties and responsibilities of the position, and salary survey data on pay practices. We periodically review our salary administration program and restructure it as necessary. Market and/or competency based adjustments may be warranted based on one's employment functions, as determined by a classification review. In addition, employees may be awarded merit-based pay adjustments in conjunction with superior performance as documented by our performance evaluation process.”

“Pursuant to chapter 31, article i, section 28 of the official code of west virginia, 1931, as amended, a certificate of incorporation was issued by the west virginia secretary of state on june 26, 1985 to the west virginia university research corporation. This certificate is affixed to the articles of incorporation of the west virginia university research corporation. That certificate along with the wvurc's irs determination letter and form 990 are available on west virginia university's website. The affirmative action plan, financial statements and form 990-t are open and available for inspection at the wvurc upon request.”

“During the fiscal year 2015 west virginia university research corporation became a member investor in the west virginia growth investment llc which is an llc entity filing as a partnership for income tax purposes. The focus of the west virginia growth investment llc will be to invest in small businesses located within the west virginia region that domenstrate the potential for growth and a suitable return.”

“Effective as of the board of directors meeting held on may 26, 2015 there were changes made to the structure, composition and duties of the wvu research corporation board of directors. The voting membership of the board of directors now includes nine voting members and six non-voting officers. The nine voting board of director members include the following west virginia university (wvu) representatives: the wvu president; the wvu provost; the wvu vice president for health sciences; the wvu vice president and chief financial officer; the wvu vice president for research; the wvu senior associate vice president for health sciences research and graduate education; the wvu vice president for legal, government, and entrepreneurial engagement; and two wvu faculty members as appointed by the wvu president. All board directors are appointed based on their west virginia university position with emphasis on wvu positions within a college or area with a high level of externally funded research. There is no set term an individual may serve as a board of director member as directors are appointed based on their employment position at wvu with the intention that board of director members will retain their board membership for the duration of their employment in one of the above listed wvu positions. There are no longer external board directors. Non-voting officers are elected by the voting members of the board for a one year term.”

“As per the tax cuts and jobs act of 2017, effective january 1, 2018, the amount paid by a business in providing qualified transportation fringe (qtf) benefits to employees is no longer considered a deductable expense under irc section 274(a)(4) of the internal revenue code. Non-profit organizations, including 501(c)(3) organizations such as wvu research corporation are now required to calculate the cost of providing qtf benefits and include the cost or expense as an increase in unrelated business income (ubi) under section 512(a)(7). For fiscal year 2018, wvu research corporation has included on form 990-t the amount attributable to the qtf provided from january 1, 2018 through june 30, 2018 as "other income" on line 12. It was included on form 990-t due to the tax law change and the guidance provided to date by the irs in applying the tax law changes. However, on the corresponding form 990 for the same fiscal year 2018 time period, the qtf amount was not included as ubi revenue on part viii, statement of revenue, because it is the position of the organization that the increase in ubi due to qtf benefits provided was not a source of revenue to wvu research corporation but rater an expense. Review of form 990 instructions did not provide guidance with regard to this tax law change therefore, the ubi revenue reported on form 990 for fy 2018 is net of the qtf benefit increase as inclusion would have resulted in a difference between the audited financial statements and the total revenues reportd.”

“ROUNDING $2 2.”

“During fiscal year 2016, the west virginia university research corporation (wvurc) entered into an agreement to provide a line of credit of $1 million for the benefit of west virginia university innovation corporation (wvuic). This loan does not bear interest and is due in full on august 16, 2025. The outstanding note receivable due from uic at june 30, 2018 was $1 million. During fiscal year 2016, wvurc entered into a second agreement with wvuic for a $1.5 million line of credit. This loan does not bear interest and the due date is open ended. The outstanding note receivable due from uic at june 30, 2018 for this line of credit was $1,500,000. During fiscal year 2017, the wvurc entered into a third agreement with wvuic for two $500,000 lines of credit. These loans do not bear interest and the due date is open ended. The outstanding note receivable due from wvuic at june 30, 2018 was $1 million. All agreements and loan terms were approved by the board of directors for both organizations. The note receivables under these agreements are reported on form 990, part x, balance sheet. These notes receivable are classified as non-current accounts receivable and are reported as part of the line 7 amount for notes and loans receivable.”