2024-11-15T08:58:30-06:00 2023-12-31 PwC US Tax LLP 655 NEW YORK AVE NW SUITE 1100 WASHINGTON DC 20001 990 2023-01-01 201512696 BIONEXUS FOUNDATION % SCOTT BOLLER BION 7033652700 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 SCOTT BOLLER CFO 7033652754 2024-11-14 true true TRAVIS L PATTON P00369623 2024141000 2024-11-14 2023 2024-10-15 13:58:12Z RAYMOND H CYPESS 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 233081252 false X WWW.ATCC.ORG X 2004 DC BIONEXUS IS ORGANIZED TO OPERATE EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND LITERARY PURPOSES; TO SUPPORT THE EDUCATIONAL AND SCIENTIFIC MISSION OF ATCC. 5 4 0 0 0 0 26000000 0 0 0 3635131 12040208 0 0 29635131 12040208 6000000 3000000 0 0 0 0 0 0 0 191509 139554 6191509 3139554 23443622 8900654 266842112 299620904 2037637 2037637 264804475 297583267 X BIONEXUS IS ORGANIZED TO OPERATE EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, SCIENTIFIC, AND LITERARY PURPOSES, WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (OR CORRESPONDING PROVISIONS OF ANY SUBSEQUENT FEDERAL TAX LAWS); WITHIN SUCH LIMITS, TO SUPPORT THE EDUCATIONAL AND SCIENTIFIC MISSION OF THE AMERICAN TYPE CULTURE COLLECTION. false false 3000000 3000000 0 COLLECTIONS, RESEARCH AND INFORMATICS SERVICES: A 98 YEAR OLD ONGOING PROGRAM FOR THE ISOLATION, COLLECTION, ACQUISITION AND PROVISION OF AUTHENTIC CULTURES OF LIVING MICROORGANISMS, HUMAN, ANIMAL AND PLANT CELLS, DERIVATIVES INCLUDING GENETIC MATERIALS AND RELATED BIOPRODUCTS IN SUPPORT OF SCIENCE. THE COLLECTION'S SIZE WAS WELL OVER 100,000 STRAINS AND DNA AND RDNA MATERIALS, AND OVER 300,000 BIOLOGICAL ITEMS WERE DISTRIBUTED TO THOUSANDS OF SCIENTISTS WORLDWIDE. IN ADDITION TO THE MATERIALS, ATCC MAINTAINS EXTENSIVE INFORMATION ABOUT THE SPECIMENS, AND RELATED PRESERVATION AND LAB TECHNIQUES THERETO, IN THE COLLECTIONS. THIS INFORMATION IS MADE AVAILABLE TO THE SCIENTIFIC COMMUNITY THROUGH PUBLICATIONS AND THE EXTENSIVE ATCC INTERNET WEB SITE. 0 0 0 PROFESSIONAL SERVICES: THIS PROGRAM ENCOMPASSES SEVERAL ACTIVITIES RELATED TO THE SUPPORT OF THE ATCC COLLECTIONS, PROVIDING SPECIAL SUPPORT SERVICES TO THE SCIENTIFIC COMMUNITY (1) APPLIED SCIENCES: PROVIDES EXPERT TECHNICAL SUPPORT TO THE SCIENTIFIC COMMUNITY TO PROPERLY IDENTIFY, HANDLE OR OTHERWISE UTILIZE BIOLOGICAL MATERIALS. THESE ACTIVITIES INCLUDE LABORATORY, PROFESSIONAL CONSULTATION, OR TECHNICAL MANAGEMENT SERVICES. (2) PATENT DEPOSIT SERVICES: ATCC PROVIDES STORAGE FACILITIES FOR SAFEGUARDING CULTURES DEPOSITED FOR PATENT PURPOSES. UNDER THE USPTO RULES THESE DEPOSITS MUST BE MADE AVAILABLE, ON ISSUANCE OF THE PATENT, TO FURTHER ENHANCE SCIENTIFIC RESEARCH. ATCC PROVIDES SAFEKEEPING OF THE CULTURES AND DISTRIBUTION TO THE RESEARCH SCIENTISTS. 3000000 true false false false false false false false false false false true false false true true false true false false true false false false false false false true false true false false false false false false false false false false false false false true false false false true 0 0 0 false false false false false false false false false false false false X 5 4 true false false false true true true true true false false true true true true true true false false false VA X SCOTT BOLLER 7033652754 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 X RAYMOND H CYPESS CHAIRMAN/PRES/BOARD MEMBER 0.6 38.7 X X 0 2193354 64646 RUTH CHENG ASST SEC./CSIO (FROM 11/2023) 0.6 38.7 X 0 499575 70067 THERESE SELLARS ASST SEC./VP HR/CPO 0.6 38.7 X 0 402648 65344 GREGORY FORTON CFO (UNTIL 04/2023) 0.6 38.7 X 0 443205 22667 SCOTT BOLLER ASST TRE/CFO/VP (FROM 03/2023) 0.6 38.7 X 0 248166 25545 STEVE KAMINSKY BOARD MEMBER 0.6 1.2 X 0 27000 0 LYDIA VILLA-KOMAROFF BOARD MEMBER (UNTIL 07/2023) 0.6 1.2 X 0 24500 0 HEATHER KIESSLING TREASURER 0.6 1.8 X 0 23750 0 MELISSA REWOLINSKI BOARD MEMBER/SECRETARY 0.6 1.8 X X 0 22250 0 LESLIE LENERT BOARD MEMBER 0.6 1.2 X 0 21750 0 FRANK SIMONIE BOARD MEMBER 0.6 0.0 X 0 2000 0 0 3908198 248269 0 false true false BROWN ADVISORY 901 SOUTH BOND STREET SUITE 400 BALTIMORE MD 212313340 INVESTMENT ADVISORY 139554 1 0 0 13687186 0 0 13687186 0 0 0 0 0 219394066 221041044 -1646978 -1646978 0 0 -1646978 0 0 0 0 0 0 0 0 0 0 12040208 0 0 12040208 3000000 3000000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 139554 0 139554 0 0 0 0 0 0 0 0 0 0 0 0 0 3139554 3000000 139554 0 17500 17500 71235372 48985020 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 156484811 178390397 36604429 69727987 0 0 0 0 2500000 2500000 266842112 299620904 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2037637 2037637 2037637 2037637 X 264804475 297583267 0 0 264804475 297583267 266842112 299620904 8900654 23878138 X false true X true false X X 1 AMERICAN TYPE CULTURE COLLECTION 530196548 10 true 3000000 0 1 3000000 0 true false false false false false false false false false false false false false false false PART IV, SECTION C, LINE 1: A MAJORITY OF THE CONTROL AND MANAGEMENT OF BIONEXUS FOUNDATION IS VESTED IN THE SAME PERSONS WHO CONTROL OR MANAGE ATCC, BIONEXUS FOUNDATION'S SUPPORTED ORGANIZATION. FOR EXAMPLE, FIVE OF THE SIX DIRECTORS OF BIONEXUS FOUNDATION ARE DIRECTORS OF ATCC AND ALL OF THE FOUNDATION'S OFFICERS ARE ALSO OFFICERS OF ATCC. BLACKSTONE REAL EST. INC. TR. 28466 F BROWN ADV. ALT STRAT. CLASS G 6076027 F BROWN ADV. GLBL MGRS FC I SHS 3924755 F BROWN ADV. INV. 2014 YUKON II 378975 F BROWN ADV. INV. SI INT'L LLLP 19791070 F STARWOOD REAL ESTATE INCOME 142747 F GOLUB CAPITAL PARTNERS INT 14 5141665 F REDWOOD OPPO OFFSHORE FUND LTD 8116670 F IND FRNCHSE PTNR GLBL EQUITY 17422615 F H.I.G PARTNERS I TE (FEEDER) 129116 F DIAM DISLOC OFFSHORE FND II LP 277788 F DARLINGTON PTNRS OFFSHORE, LP 8130625 F BROWN ADV PRIV EQ PTNRS 11 (A) 167468 F 69727987 0 DUE TO AFFILIATES 2037637 2037637 X PART X, LINE 2: AS PER CONSOLIDATED FINANCIAL STATEMENTS, OF WHICH BIONEXUS FOUNDATION IS REPORTED AS A SUBSIDIARY: ATCC GLOBAL, ATCC, AND THE BIONEXUS FOUNDATION ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AND APPLICABLE INCOME TAX REGULATIONS OF THE COMMONWEALTH OF VIRGINIA, EXCEPT FOR INCOME FROM ACTIVITIES NOT RELATED TO THEIR TAX-EXEMPT PURPOSE. ATCC GLOBAL, ATCC, AND THE BIONEXUS FOUNDATION RECOGNIZE OR DERECOGNIZE TAX POSITIONS ON A "MORE LIKELY THAN NOT" THRESHOLD. THIS APPLIES TO POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. ATCC CELL SYSTEMS AND BIO ESSENTIALS LTD ACCRUE INCOME TAXES CURRENTLY PAYABLE AND ALSO RECOGNIZES DEFERRED TAX ASSETS AND LIABILITIES FOR THE ESTIMATED FUTURE TAX CONSEQUENCES OF TEMPORARY DIFFERENCES. TEMPORARY DIFFERENCES ARE THE RESULT OF DIFFERENCES BETWEEN THE TAX BASIS OF ASSETS AND LIABILITIES AND THEIR FINANCIAL STATEMENT AMOUNTS. DEFERRED TAX ASSETS AND LIABILITIES ARE MEASURED BY APPLYING ENACTED STATUTORY RATES APPLICABLE TO THE FUTURE YEARS IN WHICH DEFERRED TAX ASSETS OR LIABILITIES ARE EXPECTED TO BE SETTLED OR REALIZED. VALUATION ALLOWANCES ARE ESTABLISHED, WHEN NECESSARY, TO REDUCE DEFERRED TAX ASSETS TO THE AMOUNTS EXPECTED TO BE REALIZED. ATCC GLOBAL, ATCC, ACS, BIO ESSENTIALS LTD AND THE BIONEXUS FOUNDATION RECOGNIZE TAX LIABILITIES FOR UNCERTAIN TAX POSITIONS WHEN IT IS MORE LIKELY THAN NOT THAT A TAX POSITION WILL NOT BE SUSTAINED UPON EXAMINATION AND SETTLEMENT WITH VARIOUS TAXING AUTHORITIES. LIABILITIES FOR UNCERTAIN TAX POSITIONS ARE MEASURED BASED UPON THE LARGEST AMOUNT OF BENEFIT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED UPON SETTLEMENT. THE GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ALSO ADDRESSES DE-RECOGNITION, CLASSIFICATION, AND INTEREST AND PENALTIES ON INCOME TAXES. WITH FEW EXCEPTIONS, ATCC GLOBAL, ATCC, ACS AND THE BIONEXUS FOUNDATION ARE NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS ENDED DECEMBER 31, 2019 AND PRIOR. BIO ESSENTIALS LTD IS SUBJECT TO TAXATION IN THE UNITED KINGDOM AS A PRIVATE LIMITED CORPORATION. MANAGEMENT HAS EVALUATED ATCC GLOBAL, ATCC, BIO ESSENTIALS LTD AND THE BIONEXUS FOUNDATION'S TAX POSITIONS AND HAS CONCLUDED THAT THESE ENTITIES HAVE TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE CONSOLIDATED FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. Middle East and North Africa 0 0 Investments 500000 Central America and the Caribbean 0 0 Investments 32808296 0 0 0 0 33308296 33308296 true false true false false false true AMERICAN TYPE CULTURE COLLECTION 10801 UNIVERSITY BLVD MANASSAS VA 20110 530196548 501(C)(3) 3000000 GENERAL SUPPORT 1 0 PART I, LINE 2 BIONEXUS FOUNDATION TRANSFERRED $3,000,000 IN CASH TO ITS SUPPORTED ORGANIZATION, AMERICAN TYPE CULTURE COLLECTION. A MAJORITY OF THE CONTROL AND MANAGEMENT OF BIONEXUS FOUNDATION IS VESTED IN THE SAME PERSONS WHO CONTROL OR MANAGE AMERICAN TYPE CULTURE COLLECTION, BIONEXUS FOUNDATION'S SUPPORTED ORGANIZATION. true false false false false false false false false RAYMOND H CYPESS CHAIRMAN/PRES/BOARD MEMBER 0 1566573 0 449400 0 177381 0 42204 0 22442 0 2258000 0 0 THERESE SELLARS ASST SEC./VP HR/CPO 0 324738 0 77910 0 0 0 30115 0 35229 0 467992 0 0 GREGORY FORTON CFO (UNTIL 04/2023) 0 165668 0 85000 0 192537 0 13185 0 9482 0 465872 0 0 RUTH CHENG ASST SEC./CSIO (FROM 11/2023) 0 387227 0 105000 0 7348 0 31675 0 38392 0 569642 0 0 SCOTT BOLLER ASST TRE/CFO/VP (FROM 03/2023) 0 248166 0 0 0 0 0 23545 0 2000 0 273711 0 0 PART I, LINE 3: ALL OF BIONEXUS FOUNDATION'S OFFICERS AND DIRECTORS ARE COMPENSATED DIRECTLY BY THE AMERICAN TYPE CULTURE COLLECTION, A SUPPORTED ORGANIZATION AND COMMON PAYMASTER OF BIONEXUS FOUNDATION. HOWEVER, AS ATCC'S PARENT, ATCC GLOBAL RETAINS THE RIGHT TO APPROVE EXECUTIVE AND DIRECTOR COMPENSATION. THE EXECUTIVE COMMITTEE OF THE BIONEXUS FOUNDATION BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS BY THE CEO OF ATCC AND GIVES FINAL APPROVAL FOR THE OVERALL COMPENSATION PROGRAMS FOR ATCC. THESE PROGRAMS MAY INCLUDE MARKET AND RANGE ADJUSTMENTS, MERIT INCREASES, BONUSES, AND BENEFITS. A THIRD-PARTY ANALYSIS OF TOTAL EXECUTIVE COMPENSATION WAS COMPLETED IN DECEMBER 2022. THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES COMPENSATION FOR THE CEO AND EXECUTIVES USING DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS WITHIN SIMILAR INDUSTRIES. DOCUMENTATION OF SUCH DISCUSSIONS AND DECISIONS AND RELATED APPROVALS ARE PROVIDED TO THE VP, HUMAN RESOURCES/CHIEF PEOPLE OFFICER FOR RECORDKEEPING. PART I, LINE 4A: THE INDIVIDUALS DESCRIBED BELOW RECEIVED A SEVERANCE PAYMENT. THE AMOUNT OF THE SEVERANCE PAYMENT IS INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III): GREGORY FORTON: $192,537 PART VI, LINE 2: RAYMOND CYPESS, HEATHER KIESSLING, MELISSA REWOLINSKI, GREGORY FORTON, SCOTT BOLLER, THERESE SELLARS, AND RUTH CHENG, DIRECTORS AND/OR OFFICERS OF BIONEXUS, HAD A BUSINESS RELATIONSHIP DURING THE TAX YEAR; THEY ALL SERVED AS DIRECTORS AND/OR OFFICERS OF ATCC CELL SYSTEMS, INC., A RELATED PARTY AS DISCUSSED ON SCHEDULE R. RAYMOND CYPESS, SCOTT BOLLER, AND THERESE SELLARS ALSO SERVED AS DIRECTORS OF BIO ESSENTIALS LTD., A RELATED PARTY AS DISCUSSED ON SCHEDULE R. PART VI, LINES 6, 7A, AND 7B: BIONEXUS FOUNDATION ("BIONEXUS") IS A CORPORATION ESTABLISHED UNDER THE DISTRICT OF COLUMBIA NON-PROFIT CORPORATION ACT. IT HAS ONE CORPORATE MEMBER, ATCC GLOBAL, WHICH IS TAX EXEMPT UNDER 501(C)(3) AND IS A TYPE II SUPPORTING ORGANIZATION UNDER 509(A)(3). ATCC GLOBAL HAS THE RIGHT TO ELECT BIONEXUS' BOARD OF DIRECTORS AND TO VOTE IN ANY CORPORATE PROCEEDING WHICH IS SUBMITTED TO A VOTE OF THE CORPORATE MEMBERSHIP. BIONEXUS' BOARD OF DIRECTORS HAS THE AUTHORITY TO MANAGE THE BUSINESS AND DO ALL SUCH LAWFUL ACTS AND THINGS AS ARE NOT PROHIBITED BY STATUTE OR BY THE ARTICLES OF INCORPORATION OR BIONEXUS' BYLAWS. ANY MODIFICATIONS TO THE ARTICLES OF INCORPORATION OR BYLAWS REQUIRE THE APPROVAL OF ATCC GLOBAL. PART VI, LINE 11B: THE FORM 990 IS PREPARED BY PWC US TAX LLP ("PWC"), BASED ON THE INFORMATION PROVIDED BY THE ORGANIZATION'S STAFF. PRIOR TO FILING WITH THE IRS, THE FORM 990 IS MADE AVAILABLE TO THE BOARD, PWC SIGNS AS PREPARER AND THE CHIEF FINANCIAL OFFICER SIGNS ON BEHALF OF THE ORGANIZATION. PART VI, LINE 12C: BIONEXUS HAS A CONFLICT OF INTEREST POLICY THAT REQUIRES OFFICERS AND DIRECTORS TO DISCLOSE ANNUALLY, INTERESTS THAT COULD GIVE RISE TO CONFLICTS. THIS POLICY IS CONSISTENTLY MONITORED AND ENFORCED. BOARD MEMBERS WHO HAVE A CONFLICT OF INTEREST DO NOT VOTE ON ANY MATTER RELATED TO THE ISSUE FOR WHICH THEY HAVE A POTENTIAL CONFLICT. CONFLICT OF INTEREST FORMS ARE DISTRIBUTED TO, AND SIGNED BY, THE MEMBERS OF THE BOARD, AND THEN RETURNED TO OUTSIDE COUNSEL FOR REVIEW. DISCLOSED CONFLICTS, IF ANY, ARE ASSESSED BY OUTSIDE COUNSEL, AND OUTSIDE COUNSEL ASSISTS WITH ANY NECESSARY FOLLOW-UP ACTIVITIES. PART VI, LINES 15A AND 15B: ATCC, A RELATED ORGANIZATION, PAYS COMPENSATION FOR ALL BIONEXUS FOUNDATION'S OFFICERS AND EMPLOYEES. ATCC GLOBAL DETERMINES THE COMPENSATION PROCESSES FOR ALL RELATED ENTITIES. THE EXECUTIVE COMMITTEE OF THE ATCC GLOBAL BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS MADE BY THE CEO OF ATCC, AND GIVES FINAL APPROVAL FOR THE OVERALL COMPENSATION PROGRAMS FOR ATCC. THESE PROGRAMS MAY INCLUDE SALARY STRUCTURES, MERIT INCREASES, BONUSES AND BENEFITS, AS WELL AS MARKET AND RANGE ADJUSTMENTS. A THIRD-PARTY ANALYSIS OF TOTAL EXECUTIVE COMPENSATION WAS COMPLETED IN DECEMBER 2022. THE EXECUTIVE COMMITTEE REVIEWS AND APPROVES COMPENSATION FOR THE CEO AND EXECUTIVES USING DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS WITHIN SIMILAR INDUSTRIES. DOCUMENTATION OF SUCH DISCUSSIONS AND DECISIONS, AS WELL AS RELATED APPROVALS ARE PROVIDED BY THE VP, HUMAN RESOURCES/CHIEF PEOPLE OFFICER FOR RECORDKEEPING. PART VI, LINE 19: THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. AMERICAN TYPE CULTURE COLLECTION 10801 UNIVERSITY BOULEVARD MANASSAS VA 20110 530196548 SCIENCE RSRCH DC 501(C)(3) 10 ATCC GLOBAL false ATCC GLOBAL 10801 UNIVERSITY BOULEVARD MANASSAS VA 20110 753159126 SUPPORT ATCC DC 501(C)(3) 12B-TYPE II NA false ATCC CELL SYSTEMS INC 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 541805129 LAB SERVICES VA ATCC GLOBAL C CORP 0 0 false BIO ESSENTIALS LTD GROUND FLOOR 123 PALL MALL LONDON UK SW1Y 5EA ADMIN UK ATCC GLOBAL C CORP 0 0 false false true false false false false false false false false false false false true true false false false false