2016-11-10T13:48:13-06:00 2015-12-31 PricewaterhouseCoopers LLP 600 13TH ST NW STE 1000 WASHINGTON DC 20005 990 2015-01-01 201512696 BIONEXUS FOUNDATION % RALPH KOCH BION 7033652700 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 THERESE SELLARS SECRETARY 7033652700 2016-11-09 true MICHELLE G MICHALOWSKI P00755304 2024141000 2016-11-07 2015 2017-02-10 21:41:12Z RAYMOND H CYPESS 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 86552125 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. 4 3 0 0 0 15000000 16000000 0 0 3009380 3221327 0 0 18009380 19221327 1400000 800000 0 0 0 7000 0 0 0 444078 530111 1844078 1337111 16165302 17884216 103195240 116388879 3501721 3530060 99693519 112858819 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 800000 800000 0 BIONEXUS FOUNDATION ENTERED INTO A $800,000 GRANT WITH GLOBAL BIOLOGICAL STANDARDS INSTITUTE ("GBSI") THAT DIRECTLY BENEFITTED THE FOUNDATION'S SUPPORTED ORGANIZATION, ATCC. GBSI'S MISSION COMPLEMENTS ATCC'S MISSION BY PROMOTING AND PRODUCING STANDARDS THAT OFFER SOLUTIONS TO LONG-STANDING PROBLEMS IN SCIENTIFIC RESEARCH. 206150 0 0 DESIGN AND CREATION OF A REGISTRY FOR HOUSING STANDARD PROCUREMENT PROCEDURES FOR TISSUE COLLECTION. 1006150 true true false false false false false false false false false true false false true true false true false false false false false false false false false true false true false false false false false false false false false false false false false true true true false false true 0 0 0 false false false false false false false false false false X 4 3 true false false false true true true true true false false true true true true true true false false false VA X RALPH KOCH 7033652700 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 RAYMOND H CYPESS CHAIRMAN/PRES/BOARD MEMBER 0.6 39.3 X X 0 1386535 62644 JOHN L CHILD JR BOARD MEMBER (UNTIL 03/2015) 0.6 1.8 X 0 20250 0 STEVE KAMINSKY BOARD MEMBER (UNTIL 03/2015) 0.6 2.4 X 0 17000 0 LAURIE BOYER BOARD MEMBER 0.6 2.4 X 0 17000 0 WAYMAN CHEATHAM BOARD MEMBER (UNTIL 03/2015) 0.6 1.8 X 0 8000 0 DAVID E SHUEY BOARD MEMBER 0.6 1.8 X 0 18000 0 LOUISE MAWHINNEY BOARD MEMBER 0.6 1.8 X 0 10000 0 THERESE SELLARS SECRETARY 0.6 39.3 X 0 224894 48375 RALPH KOCH TREASURER 0.6 39.3 X 0 358585 44444 GREGORY J FORTON FORMER INTERIM CFO 0.0 37.5 X 0 155320 44531 0 2215584 199994 0 true true false BROWN ADVISORY 901 SOUTH BOND STREET SUITE 400 BALTIMORE MD 212313340 INVESTMENT ADVISORY 301592 1 16000000 16000000 0 1759520 1759520 0 0 0 0 0 68792605 67330798 1461807 1461807 1461807 0 0 0 0 19221327 3221327 800000 800000 0 0 0 7000 7000 0 0 0 0 0 0 11833 11833 0 0 0 302621 302621 0 0 0 0 0 0 0 0 0 0 0 0 0 SOFTWARE DEVELOPMENT 206150 206150 NON-CONTRACTED SERVICES 9427 9427 LICENSE/ TAX/ ROYALTY 80 80 1337111 1006150 330961 0 0 0 7289366 4215996 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 87299240 78916996 8573392 32722645 0 0 0 0 33242 533242 103195240 116388879 0 3000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3501721 3527060 3501721 3530060 X 99693519 112858819 0 0 0 0 99693519 112858819 103195240 116388879 17884216 -4718916 X false true X true false X X 1 AMERICAN TYPE CULTURE COLLECTION 530196548 9 true 1006150 0 1 1006150 0.00000 true false false false false true false false false false false false false false false false PART IV, SECTION A, LINE 6: THE FOUNDATION ENTERED INTO A $800,000 GRANT WITH GLOBAL BIOLOGICAL STANDARDS INSTITUTE (GBSI) THAT DIRECTLY BENEFITTED THE FOUNDATION'S SUPPORTED ORGANIZATION, ATCC. GBSI'S MISSION COMPLEMENTS ATCC'S MISSION BY PROMOTING AND PRODUCING STANDARDS THAT OFFER SOLUTIONS TO LONG-STANDING PROBLEMS IN SCIENTIFIC RESEARCH. IN ADDITION, FOUR OUT OF FIVE OF THE OFFICERS/BOARD OF MANAGERS OF GBSI ARE ALSO OFFICERS OR BOARD MEMBERS OF THE SUPPORTED ORGANIZATION. PART IV, SECTION C, LINE 1: THE PRESIDENT/CEO OF ATCC, THE FOUNDATION'S SUPPORTED ORGANIZATION, ALSO SERVES AS THE PRESIDENT/CEO OF THE FOUNDATION, AND HE IS A BOARD MEMBER OF BOTH ENTITIES. THE OTHER OFFICERS OF THE FOUNDATION ARE ALL BOARD MEMBERS, OFFICERS, OR MANAGEMENT-LEVEL EMPLOYEES OF ATCC. IN ADDITION, ALL OF THE FOUNDATION'S BOARD MEMBERS ARE EITHER MEMBERS OF THE BOARD OF ATCC OR MANAGEMENT-LEVEL EMPLOYEES OF ATCC. THUS, ALL OF THE FOUNDATION'S OFFICERS AND DIRECTORS ARE AFFILIATED WITH THE FOUNDATION'S SUPPORTED ORGANIZATION, ATCC, WHICH ENSURES THAT CONTROL AND MANAGEMENT OF BIONEXUS FOUNDATION IS VESTED IN THE SAME PERSONS THAT CONTROL OR MANAGE ATCC. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED SILCHES. INT. INVST. VL. EQ T. 4243157 F GOLUB CAP. INVST. 2010 66427 F REDWOOD OPPS OFFSHORE FUND 3854877 F VALUEACT TAX EXMPT 5YR LOCK UP 1997823 F YUKON CAPITAL PARTNERS II, LP 567101 F HEDGED U.S. EQUITY MANAGERS 18805120 F LANSDOWNE LONG ONLY 3188140 F 32722645 0 DUE TO ATCC 3527060 3527060 X PART X, LINE 2: AS PER CONSOLIDATED FINANCIAL STATEMENTS, OF WHICH BIONEXUS FOUNDATION IS REPORTED AS A SUBSIDIARY: IN ACCORDANCE WITH AUTHORITATIVE GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ISSUED BY THE FINANCIAL ACCOUNTING STANDARDS BOARD (THE FASB), ATCC GLOBAL, ATCC, THE BIONEXUS FOUNDATION AND GBSI 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, AND BIONEXUS FOUNDATION AND GBSI ARE NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS ENDED DECEMBER 31, 2012 AND PRIOR. MANAGEMENT HAS EVALUATED ATCC GLOBAL, ATCC, AND BIONEXUS FOUNDATION AND GBSIS 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. true GLOBAL BIOLOGICAL STANDARDS INSTITUTE LLC 1020 19TH STREET NW WASHINGTON DC 20036 611705421 501(C)(3) 800000 N/A N/A SCIENCE RESEARCH 1 PART I, LINE 2: BIONEXUS FOUNDATION ENTERED INTO A $800,000 GRANT WITH GLOBAL BIOLOGICAL STANDARDS INSTITUTE ("GBSI") THAT DIRECTLY BENEFITTED BIONEXUS FOUNDATION'S SUPPORTED ORGANIZATION, ATCC. BIONEXUS FOUNDATION CLOSELY MONITORS THE FINANCIAL PERFORMANCE OF GBSI. false false false false true false true false false RAYMOND H CYPESS CHAIRMAN/PRES/BOARD MEMBER 0 1039695 0 226770 0 120070 0 39200 0 23444 0 1449179 0 60130 THERESE SELLARS SECRETARY 0 200712 0 23878 0 304 0 16814 0 31561 0 273269 0 0 RALPH KOCH TREASURER 0 273539 0 82500 0 2546 0 21200 0 23244 0 403029 0 0 GREGORY J FORTON FORMER INTERIM CFO 0 143924 0 11092 0 304 0 12254 0 32277 0 199851 0 4406 PART I, LINE 3: BIONEXUS FOUNDATION DOES NOT COMPENSATE ANY DIRECTOR, OFFICER, OR EMPLOYEE. COMPENSATION TO THESE INDIVIDUALS IS PROVIDED BY A RELATED, SUPPORTED ORGANIZATION. THE COMPENSATION COMMITTEE OF THE RELATED ORGANIZATION'S BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS BY THE CEO OF THE RELATED ORGANIZATION AND GIVES FINAL APPROVAL FOR THE COMPENSATION PROGRAMS TO INCLUDE MARKET AND RANGE ADJUSTMENTS, MERIT INCREASES, BONUSES AND BENEFITS. A THIRD PARTY ANALYSIS OF TOTAL EXECUTIVE COMPENSATION WAS CONDUCTED FOR CALENDAR YEAR 2014 COMPENSATION, AND A SIMILAR ANALYSIS FOR THE REST OF THE EXECUTIVE TEAM WILL BE COMPLETED IN 2017. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES COMPENSATION FOR THE CEO USING DATA FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS WITHIN SIMILAR INDUSTRIES. DOCUMENTATION OF SUCH DISCUSSIONS AND DECISIONS ARE CAPTURED IN THE MEETING MINUTES. PART I, LINES 5B & 6B: ATCC, A SUPPORTED ORGANIZATION AND THE COMMON PAYMASTER FOR BIONEXUS FOUNDATION, ESTABLISHED A LONG-TERM INCENTIVE PROGRAM, EFFECTIVE JANUARY 1, 2007, TO ATTRACT AND RETAIN KEY EMPLOYEES AND SENIOR EXECUTIVES. THE PROGRAM IS DESIGNED TO PROVIDE CASH BONUSES TO EXECUTIVES AND SENIOR MANAGEMENT OF ATCC WHO HELP THE ORGANIZATION ACHIEVE FINANCIAL AND STRATEGIC GOALS. SUCH LONG-TERM COMPENSATION IS IN ALIGNMENT WITH THE MARKETPLACE. AWARD AMOUNTS ARE CALCULATED BASED ON A PRE-DETERMINED FORMULA TAKING INTO ACCOUNT ATCC'S REVENUES AND NET-EARNINGS. PAYMENT OF THE AWARDS IS MADE THREE YEARS AFTER THE AWARD IS EARNED AND IS MADE COMPLETELY AT THE DISCRETION OF THE BOARD OF DIRECTORS OF ATCC. DURING THE THREE-YEAR ACCRUAL PERIOD, THESE BONUSES ARE REPORTED AS DEFERRED COMPENSATION ON SCHEDULE J, PART II, COLUMN (C). IN 2015, ACTUAL PAYMENTS WERE MADE FOR 2012 PERFORMANCE BONUSES AND ARE REPORTED ON BOTH SCHEDULE J, PART II, COLUMN (B) AS FORM W-2 WAGES AND SCHEDULE J, PART II, COLUMN (F). PART VI, LINE 2: RAYMOND CYPESS, LAURIE BOYER, STEVE KAMINSKY, RALPH KOCH, AND THERESE SELLARS, DIRECTORS AND 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. 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 PRICEWATERHOUSECOOPERS LLP ("PWC"), BASED ON THE INFORMATION PROVIDED BY THE ORGANIZATION'S STAFF. THE BOARD OF DIRECTORS HAS DELEGATED THE REVIEW OF THE FORM 990 TO THE ATCC GLOBAL FINANCE AND AUDIT COMMITTEE. PRIOR TO FILING WITH THE IRS, THE FORM 990 IS PROVIDED TO THE ATCC GLOBAL FINANCE AND AUDIT COMMITTEE. ONCE THE FORM 990 IS REVIEWED BY THE COMMITTEE AND 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 OFFICERS AND EMPLOYEES. THE PROCESS FOR DETERMINING COMPENSATION IS CONDUCTED BY ATCC GLOBAL, ANOTHER RELATED ORGANIZATION. THE COMPENSATION COMMITTEE OF THE ATCC GLOBAL BOARD OF DIRECTORS REVIEWS RECOMMENDATIONS BY THE CEO OF ATCC AND GIVES FINAL APPROVAL FOR THE COMPENSATION PROGRAMS FOR ATCC TO INCLUDE MARKET AND RANGE ADJUSTMENTS, MERIT INCREASES, BONUSES AND BENEFITS. A THIRD PARTY ANALYSIS OF TOTAL EXECUTIVE COMPENSATION WAS CONDUCTED FOR CALENDAR YEAR 2014 COMPENSATION, AND A SIMILAR ANALYSIS FOR THE REST OF THE EXECUTIVE TEAM WILL BE COMPLETED IN 2017. THE COMPENSATION 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 ARE CAPTURED IN THE MEETING MINUTES. 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) 9 ATCC GLOBAL false ATCC GLOBAL 10801 UNIVERSITY BOULEVARD MANASSAS VA 20110 753159126 SUPPORT ATCC DC 501(C)(3) 11- TYPE II NA false GLOBAL BIOLOGICAL STANDARDS INST LLC 1020 19TH STREET NW WASHINGTON DC 20036 611705421 SCIENCE RSRCH DC 501(C)(3) 7 BIONEXUS FND true ATCC CELL SYSTEMS INC 10801 UNIVERSITY BOULEVARD MANASSAS VA 201102209 541805129 LAB SERVICES VA ATCC GLOBAL C CORP 0 0 false false true true false false false false false false false false false false true true false true false false GLOBAL BIOLOGICAL STANDARDS INSTITUTE LLC B 800000 COST