2011-11-14T16:09:49-06:00 2010-12-31 BAKER TILLY VIRCHOW KRAUSE LLP 225 S 6TH ST STE 2300 MINNEAPOLIS MN 55402 990 2010-01-01 412093194 UNIVERSITY ENTERPRISE LABORATORIES INC UNIV 6516412800 1000 WESTGATE DRIVE SUITE 101 ST PAUL MN 55114 BRIAN MENSINK 6516412800 2011-11-14 1 LAWRENCE H MOHR CPA 6128764500 2011-11-13 2010 2016-02-24 21:20:13Z BRIAN MENSINK 1000 WESTGATE DRIVE SUITE 101 SAINT PAUL MN 55114 2535888 0 X WWW.UELMN.ORG X 2002 MN UEL IS ORGANIZED FOR CHARITABLE, EDUCATIONAL AND SCIENTIFIC PURPOSES. IT SERVES AS A LABORATORY-BASED INCUBATOR FOR EMERGING LIFE SCIENCE COMPANIES BY PROVIDING LABORATORY SPACE AND ACCESS TO EQUIPMENT, BUSINESS TRAINING, RESEARCH COLLABORATION WITH THE UNIVERSITY OF MINNESOTA FACULTY AND STUDENTS, FACULTY AND STUDENT RESEARCH SPACE, STUDENT WORK EXPERIENCE AND INTERNSHIP OPPORTUNITIES, AND TECHNOLOGY TRANSFER WITH THE UNIVERSITY. IT IS ORGANIZED AND WILL BE OPERATED TO PROMOTE, ENCOURAGE, AND AID SCIENTIFIC INVESTIGATION, RESEARCH, TECHNOLOGICAL ADVANCEMENT AND EDUCATIONAL OPPORTUNITIES; PROMOTE, ENCOURAGE, AND AID IN THE MUTUAL TRANSFER AND APPLICATION OF SCIENTIFIC INVESTIGATION & RESEARCH, TECHNOLOGICAL ADVANCEMENT, AND EDUCATIONAL OPPORTUNITIES PRODUCED BY EDUCATIONAL AND RESEARCH INSTITUTIONS, INDUSTRY, BUSINESS AND GOVERNMENT. 24 24 0 30 0 0 22694 313304 2209282 2203611 34535 18973 0 0 2266511 2535888 0 0 0 0 0 0 0 0 0 2841164 2673184 2841164 2673184 -574653 -137296 8994544 8967322 1131031 782775 7863513 8184547 TO INCUBATE EARLY STAGE BIOSCIENCE VENTURES BY PROVIDING PREMIER FACILITIES AND SERVICES THAT ENABLE INNOVATION, GROWTH, COMMERCIAL SUCCESS, AND JOB GROWTH. 0 0 2673184 2203611 SERVES AS A LABORATORY-BASED INCUBATOR FOR EMERGING LIFE SCIENCE COMPANIES BY PROVIDING LABORATORY SPACE AND ACCESS TO EQUIPMENT, BUSINESS TRAINING, AND RESEARCH COLLABORATION WITH THE UNIVERSITY OF MINNESOTA FACULTY AND STUDENTS. 2673184 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 0 1 9 0 1 0 0 0 0 0 0 0 0 0 X 24 24 1 1 1 0 0 1 0 1 1 0 0 1 1 1 1 0 0 1 1 0 MN X SUE MICHALETZ 5073873403 227 EAST MAIN STREET SUITE 100 MANKATO MN 56001 X PAUL KNAPP 5.00 X X 0 0 0 TONY CARIDEO 1.00 X X 0 0 0 ANDY LAFRENCE 8.00 X 0 0 0 ARON ANDERSON 1.00 X X 0 0 0 WESLEY BARKER 1.00 X 0 0 0 DANIEL FOLEY MD 1.00 X 0 0 0 LYNN IHLENFELDT 1.00 X 0 0 0 STEVE MERTENS PHD 1.00 X 0 0 0 CECILE BEDOR 1.00 X 0 0 0 LAWRENCE GRAB PHD 1.00 X 0 0 0 JOANNA LABRESH 1.00 X 0 0 0 THOMAS OLSON 1.00 X 0 0 0 PATRICK CLINE 1.00 X 0 0 0 JEREMY LENZ 1.00 X 0 0 0 CHARLES OSBORNE 1.00 X 0 0 0 ROBERT ELDE PHD 1.00 X 0 0 0 KYLE HANSEN 1.00 X 0 0 0 TOM MARTIN 1.00 X 0 0 0 SUSAN PAQUETTE 1.00 X 0 0 0 THERESA GREENWALD 1.00 X 0 0 0 KATIE HOFFMAN 1.00 X 0 0 0 NANCY HOMANS 1.00 X 0 0 0 BRIAN MENSINK 2.00 X X 0 0 0 JOSEPH SHAW 1.00 X 0 0 0 0 0 0 0 0 0 0 MMCDC NEW MARKETS 119 GRAYSTONE PLAZA SUITE 100 DETROIT LAKES MN 56501 INTEREST AND FEES FOR MORTGAGE 275526 LASALLE MANAGEMENT GROUP 2001 KILLEBREW DR SUITE 308 BLOOMINGTON MN 55425 PROPERTY MANAGEMENT AND OPERATIONS 249725 CLOVER MAINTENANCE 7229 177TH AVENUE NE FOREST LAKE MN 55025 BUILDING CLEANING SERVICES 119989 HARRIS MECHANICAL SERVICES 909 MONTREAL CIRCLE ST PAUL MN 55012 HVAC PREVENTATIVE MAINTENANCE AND BOILER 117245 4 313304 313304 GROSS RENTAL INCOME FR 532000 2203611 2203611 2203611 18973 18973 2535888 2203611 0 18973 RENTAL EXPENSES FROM SU 2672789 2672789 MISCELLANEOUS 395 395 2673184 2673184 0 0 2119 216793 339896 12434 12434 0 0 4025333 4123333 4627196 4627196 8994544 8967322 1131031 782775 1131031 782775 X 7523617 8184547 339896 0 7863513 8184547 8994544 8967322 X -137296 458330 X X 0 1 1 X 0 X 71580 3523036 125501 22694 313304 4056115 1293223 2092078 2257835 2209282 2203611 10056029 1364803 5615114 2383336 2231976 2516915 14112144 2000000 2000000 0 2000000 2000000 12112144 162984 225615 143298 34535 18973 585405 162984 225615 143298 34535 18973 585405 68869 17582 53784 140235 1596656 5858311 2580418 2266511 2535888 14837784 0.81630 0.66410 0.03950 0.04080 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 0 0 0 0 0 1 0 1 22835 22835 0 EXPLANATION OF OTHER LOBBYING ACTIVITIES: PART II-B, LINE 1I: UEL INC. ENTERED INTO A CONTRACT WITH GSP CONSULTING CORP TO ASSIST UEL IN ITS EFFORTS TO IDENTIFY GRANT OPPORTUNITIES, FACILITATE FEDERAL FUNDING REQUESTS, COMMUNICATE WITH HOUSE AND SENATE APPROPRIATIONS STAFF AND OTHER OPPORTUNITIES THAT MAY DEVELOP; MONITOR FEDERAL AND STATE ACTIVITY, INCLUDING POLICY DEVELOPMENT THAT MAY IMPACT UEL OR ITS MISSION. 12434 12434 0 0 INVESTMENT IN SUBSIDARY 4627196 4627196 REFUNDABLE ADVANCES 100000 DUE TO SUBSIDIARY 682775 782775 2535888 2673184 -137296 458330 458330 321034 2773983 2452553 2452553 321430 2214458 2214458 2535888 2789043 2788648 2788648 395 2672789 2672789 2673184 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: THE ORGANIZATION HAS RECEIVED NOTIFICATION THAT IT QUALIFIES AS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501 (C)(3) OF THE U.S. INTERNAL REVENUE CODE AND CORRESPONDING PROVISIONS OF STATE LAW AND, ACCORDINGLY, IS NOT SUBJECT TO FEDERAL OR STATE INCOME TAXES. HOWEVER, THE ORGANIZATION IS SUBJECT TO STATE AND FEDERAL INCOME TAXES ON UNRELATED INCOME. THE SUBSIDIARY IS A LIMITED LIABILITY COMPANY FOR FEDERAL AND STATE INCOME TAX PURPOSES. AS SUCH, THE SUBSIDIARY'S INCOME, LOSSES AND CREDITS ARE INCLUDED IN THE INCOME TAX RETURNS OF ITS MEMBERS. THEREFORE, NO PROVISION OR LIABILITY FOR SUBSIDIARY INCOME TAXES (OTHER THAN MINIMUM FEES) IS INCLUDED IN THESE CONSOLIDATED FINANCIAL STATEMENTS. IN ACCORDANCE WITH THE ACCOUNTING STANDARD ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, THE ORGANIZATION ADDRESSES THE DETERMINATION OF WHETHER TAX BENEFITS CLAIMED ON A TAX RETURN SHOULD BE RECORDED IN THE FINANCIAL STATEMENTS. UNDER THIS GUIDANCE, THE ORGANIZATION MAY RECOGNIZE THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY TAXING AUTHORITIES, BASED ON THE TECHNICAL MERIT OF THE POSITION. EXAMPLES OF TAX POSITIONS INCLUDE THE TAX-EXEMPT STATUS OF THE ORGANIZATION AND VARIOUS POSITIONS RELATED TO THE POTENTIAL SOURCES OF UNRELATED BUSINESS TAXABLE INCOME. THERE WERE NO UNRECOGNIZED TAX BENEFITS IDENTIFIED OR RECORDED AS LIABILITIES DURING 2010 AND 2009. OPEN TAX YEARS SUBJECT TO EXAMINATION BY THE U.S. AND STATE TAXING AUTHORITIES ARE FOR THE YEARS 2008 TO 2010, WHICH STATUTES EXPIRE IN 2011 TO 2013, RESPECTIVELY. PART XI, LINE 8 - OTHER ADJUSTMENTS: TAXABLE INCOME AND EXPENSES FROM TAXABLE SUBSIDIARY 458,330. PART XII, LINE 2D - OTHER ADJUSTMENTS: REVENUES OF TAXABLE SUBSIDIARY FOR BOOKS 2,452,553. PART XII, LINE 4B - OTHER ADJUSTMENTS: RENT & INTEREST INCOME OF TAXABLE SUBSIDIARY FOR TAX PURPOSES 2,214,458. PART XIII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES OF TAXABLE SUBSIDARY FOR BOOKS 2,788,648. PART XIII, LINE 4B - OTHER ADJUSTMENTS: EXPENSES OF TAXABLE SUBSIDIARY FOR TAX PURPOSES 2,672,789. JOSEPH SHAW DIRECTOR 178520 JOSEPH SHAW IS A DIRECTOR OF UNIVERSITY ENTERPRISE LABORATORIES. HE IS ALSO THE CEO OF SYNTIRON. SYNTIRON IS A RENTAL TENANT OF UNIVERSITY ENTERPRISE LABORATORIES. ALL TRANSACTIONS OCCURRED IN THE NORMAL COURSE OF BUSINESS AND THE BOARD MEMBER ABSTAINED FROM VOTING ON ANY DECISIONS RELATED TO BUSINESS TRANSACTIONS WITH SYNTIRON. 0 PAUL KNAPP DIRECTOR 116475 PAUL KNAPP IS A DIRECTOR OF UNIVERSITY ENTERPRISE LABORATORIES, INC. AND ALSO A DIRECTOR OF GEL-DEL. GEL-DEL IS A RENTAL TENANT OF UNIVERSITY ENTERPRISE LABORATORIES, INC. PAUL ALSO HAS AN OPTION TO PURCHASE 7500 SHARES OF GEL-DEL COMMON FOR $.45 PER SHARE. THIS OPTION IS NOT BELIEVED TO BE MATERIAL. ALL TRANSACTIONS OCCURRED IN THE NORMAL COURSE OF BUSINESS AND THE BOARD MEMBER ABSTAINED FROM VOTING ON ANY DECISIONS RELATED TO BUSINESS TRANSACTIONS WITH GEL-DEL. 0 ROBERT ELDE DIRECTOR 454811 ROBERT ELDE IS A DIRECTOR OF UNIVERSITY ENTERPRISE LABORATORIES, INC. AND ALSO THE DEAN THE COLLEGE OF BIOLOGICAL SCIENCES AT THE UNIVERSITY OF MINNESOTA. THE UNIVERSITY OF MINNESOTA IS A FOUNDING MEMBER OF UNIVERSITY ENTEPRISE LABORATORIES AND IS ALSO A RENTAL TENANT. ALL TRANSACTIONS OCCURRED IN THE NORMAL COURSE OF BUSINESS AND THE BOARD MEMBER ABSTAINED FROM VOTING ON ANY DECISIONS RELATED TO BUSINESS TRANSACTIONS WITH THE UNIVERSITY OF MINNESOTA. 0 JOANNA LABRESH DIRECTOR 37279 JOANNA LABRESH IS A DIRECTOR OF UNIVERSITY ENTERPRISE LABORATORIES. SHE IS ALSO THE CEO OF KINGFISHER BIOTECH. KINGFISHER BIOTECH IS A RENTAL TENANT OF UNIVERSITY ENTERPRISE LABORATORIES. ALL TRANSACTIONS OCCURRED IN THE NORMAL COURSE OF BUSINESS AND THE BOARD MEMBER ABSTAINED FROM VOTING ON ANY DECISIONS RELATED TO BUSINESS TRANSACTIONS WITH KINGFISHER BIOTECH. 0 JOHN STAVIG DIRECTOR 413513 JOHN STAVIG IS A DIRECTOR OF UNIVERSITY ENTERPRISE LABORATORIES. HE IS ALSO THE CHAIR FOR GARY S. HOLMES CENTER FOR ENTREPRENEURSHIP AT THE UNIVERSITY OF MINNESOTA. THEY ARE RENTAL TENANTS OF UNIVERSITY ENTERPRISE LABORATORIES. ALL TRANSACTIONS OCCURRED IN THE NORMAL COURSE OF BUSINESS AND THE BOARD MEMBER ABSTAINED FROM VOTING ON ANY DECISIONS RELATED TO BUSINESS TRANSACTIONS WITH THE CENTER. 0 JON ANDERSON DIRECTOR 15358 JON ANDERSON IS A DIRECTOR OF UNIVERSITY ENTERPRISE LABORATORIES. HE IS ALSO THE CEO OF HARLAND MEDICAL. HARLAND MEDICAL IS A RENTAL TENANT OF UNIVERSITY ENTERPRISE LABORATORIES. ALL TRANSACTIONS OCCURRED IN THE NORMAL COURSE OF BUSINESS AND THE BOARD MEMBER ABSTAINED FROM VOTING ON ANY DECISIONS RELATED TO BUSINESS TRANSACTIONS WITH HARLAND MEDICAL. 0 CECILE BEDOR DIRECTOR 30000 CECILE BEDOR IS A DIRECTOR OF UNIVERSITY ENTERPRISE LABORATORIES. SHE IS ALSO THE DIRECTOR OF PLANNING AND DEVELOPMENT FOR THE CITY OF ST. PAUL. THE CITY HAS A GUARANTEE AND RECEIVES $30,000 PER YEAR FOR THEIR GUARANTEE. ALL TRANSACTIONS OCCURRED IN THE NORMAL COURSE OF BUSINESS AND THE BOARD MEMBER ABSTAINED FROM VOTING ON ANY DECISIONS RELATED TO THE MATTER. 0 NANCY HOLMES DIRECTOR 30000 NANCY HOLMES IS A DIRECTOR OF UNIVERSITY ENTERPRISE LABORATORIES. SHE IS ALSO THE POLICY DIRECTOR FOR THE CITY OF ST. PAUL. THE CITY HAS A GUARANTEE AND RECEIVES $30,000 PER YEAR FOR THEIR GUARANTEE. ALL TRANSACTIONS OCCURRED IN THE NORMAL COURSE OF BUSINESS AND THE BOARD MEMBER ABSTAINED FROM VOTING ON ANY DECISIONS RELATED TO THE MATTER. 0 FORM 990, PART VI, SECTION A, LINE 1 THE OFFICERS OF THE CORPORATION AND SUCH OTHER PERSONS, IF ANY, ELECTED BY THE BOARD OF DIRECTORS ANNUALLY BY RESOLUTION SHALL CONSTITUTE THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE CORPORATION. A MAJORITY OF MEMBERS OF THE EXECUTIVE COMMITTEE SHALL BE DIRECTORS. THE EXECUTIVE COMMITTEE SHALL ACT ONLY DURING INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS AND SHALL AT ALL TIMES BE SUBJECT TO THE CONTROL AND DIRECTION OF THE BOARD OF DIRECTORS. DURING SUCH INTERVALS AND SUBJECT TO SUCH CONTROL AND DIRECTION, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ALL OF THE AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE AFFAIRS OF THE CORPORATION, SUBJECT TO SUCH LIMITATIONS AS THE BOARD OF DIRECTORS MAY IMPOSE. THE CHAIR OF THE BOARD SHALL SERVE AS THE CHAIR OF THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL KEEP REGULAR MINUTES OF ITS PROCEEDINGS AND REPORT THE SAME TO THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 2 NANCY HOMANS AND CECILE BEDOR: BUSINESS RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 3 MANAGEMENT DUTIES DELEGATED TO TAPESTRY MANAGEMENT LLC, F/K/A LASALLE MANAGEMENT GROUP. FORM 990, PART VI, SECTION A, LINE 4 CHANGES TO BYLAWS WERE APPROVED REDUCING THE REQUIREMENT FOR A QUOROM FROM 50% OF BOARD MEMBERS TO 33%. FORM 990, PART VI, SECTION A, LINE 7A SINCE INCEPTION, THE ORGANIZATION HAS TWO STAKEHOLDERS THAT MAY APPOINT DIRECTORS: UNIVERSITY OF MINNESOTA AND THE CITY OF ST. PAUL. FORM 990, PART VI, SECTION B, LINE 11 THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES THE FORM 990 PRIOR TO FILING. ONCE APPROVED, A COPY IS PROVIDED TO THE FULL BOARD WHERE IT IS REVIEWED AND APPROVED. FORM 990, PART VI, SECTION B, LINE 12C BOARD MEMBERS COMPLETE CONFLICT OF INTEREST STATEMENTS ANNUALLY AND ARE REQUIRED TO REPORT ANY CHANGES AS THEY ARISE. FORM 990, PART VI, SECTION B, LINE 15 THE EXECUTIVE COMMITTEE REVIEWS IN DETAIL AND APPROVES THE MANAGEMENT AGREEMENT. IN ADDITION, THEY REVIEW AND APPROVE THE BUDGET WHICH INCLUDES EMPLOYEE COMPENSATION AT THE BEGINNING OF EACH YEAR. FORM 990, PART VI, SECTION C, LINE 19 UPON REQUEST OF THE MANAGEMENT COMPANY OR MAILING. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: TAXABLE INCOME AND EXPENSES FROM TAXABLE SUBSIDIARY 458,330. TOTAL TO FORM 990, PART XI, LINE 5: 458,330. FORM 990, PART XII, LINE 2C: THE PROCESS FOR THE OVERSIGHT OF THE AUDIT AND THE SELECTION OF AN INDEPENDENT ACCOUNTANT WERE NOT CHANGED DURING THE YEAR. TAXABLE SUBSIDIARY FORM 990, PART IV, LINE 34 ON JANUARY 13, 2005, THE ORGANIZATION FORMED A TAXABLE SUBSIDIARY NAMED UEL REAL ESTATE HOLDINGS, LLC OF WHICH THE ORGANIZATION OWNS 99.9%. THE OTHER .1% IS OWNED BY THE UNIVERSITY OF MINNESOTA FOUNDATION. UEL REAL ESTATE HOLDINGS, LLC ELECTED TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX PURPOSES. ** A KEY PART OF THE ORGANIZATION'S EXEMPT PURPOSE IS TO PROVIDE LABORATORY SPACE AND ACCESS TO EQUIPMENT TO EMERGING LIFE SCIENCE COMPANIES. IN CARRYING OUT THIS EXEMPT PURPOSE THE ORGANIZATION ACQUIRED AND RENOVATED A 126,000 SQUARE FOOT FACILITY. ORIGINALLY, THE ORGANIZATION INTENDED TO FINANCE THE FACILITY THROUGH THE USE OF VARIABLE RATE REVENUE BONDS. THE ORGANIZATION LATER DETERMINED THAT IT WAS IN ITS BEST INTEREST TO UTILIZE NEW MARKET TAX CREDITS AND OTHER INVESTMENT MECHANISMS WHICH REQUIRE THAT THE FACILITY BE OWNED IN A SUBSIDIARY OF THE ORGANIZATION. ** THE SUBSIDIARY (UEL REAL ESTATE HOLDINGS, LLC) IS A LIMITED LIABILITY COMPANY AND, AS SUCH, REPORTED THE ORGANIZATION'S 99.9% SHARE OF ITS 2010 NET RENTAL REAL ESTATE LOSS OF $458,330 ON FORM 1065 K-1. THIS LOSS HAS BEEN REPORTED ON THIS FORM 990 IN TWO PIECES. ** GROSS RENTAL INCOME FROM SUBSIDIARY: 99.9% OF THE SUBSIDIARY'S TOTAL GROSS RENTS AND INTEREST OF $2,216,675 = $2,214,458 GROSS RENTAL EXPENSES FROM SUBSIDIARY: 99.9% OF THE SUBSIDIARY'S TOTAL RENTAL EXPENSE OF $2,675,464 = ($2,672,789) UEL REAL ESTATE HOLDINGS LLC 1000 WESTGATE DRIVE ST PAUL MN 55114 202133240 LAB RENTAL TO EMERGING LIFE SCIENCE COMPANIES MN N/A RELATED -458330 17779269 0 1 0.99900 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 UEL REAL ESTATE HOLDINGS LLC K 91564 FMV UEL REAL ESTATE HOLDINGS LLC R 682775 FMV