2017-02-14T09:47:00-06:00 2016-06-30 560747981 DIXON HUGHES GOODMAN LLP 901 EAST CARY STREET SUITE 1000 RICHMOND VA 23219 990 2015-07-01 510205333 VIRGINIA MUSEUM OF FINE ARTS FOUNDATION VIRG 8043401515 200 N BOULEVARD RICHMOND VA 232204007 HOSSEIN SADID CHIEF FINANCIAL OFFICER 8043401515 2017-02-09 1 ANGELA CAIN P01244249 8042827636 2015 2021-01-29 14:40:06Z HOSSEIN SADID 200 N BOULEVARD RICHMOND VA 232204007 108278052 0 X N/A X 1976 VA THE VIRGINIA MUSEUM OF FINE ARTS FOUNDATION (FOUNDATION) WAS FOUNDED IN 1976 TO SUPPORT THE VIRGINIA MUSEUM OF FINE ARTS (MUSEUM), AN AGENCY OF THE COMMONWEALTH OF VIRGINIA. TO ACCOMPLISH ITS MISSION, THE FOUNDATION ADMINISTERS A COMPREHENSIVE FUND RAISING PROGRAM, INVESTS PRIVATE ASSETS SUCH AS ENDOWMENTS, AND OWNS AND MAINTAINS PIECES OF REAL ESTATE USED BY THE MUSEUM FOR PROGRAM AND ADMINISTRATIVE FUNCTIONS. ALL SUCH ACTIVITIES ARE UNDERTAKEN AT THE REQUEST OF THE MUSEUM'S BOARD OF TRUSTEES. 33 33 27 76 34548 -112565 10324462 24295732 133582 123075 14088820 14125232 0 0 24546864 38544039 15844177 19939423 0 0 2088063 2406027 0 0 997314 3173767 3172641 21106007 25518091 3440857 13025948 278743348 271244975 45805815 47554770 232937533 223690205 X THE MISSION OF THE VIRGINIA MUSEUM OF FINE ARTS FOUNDATION IS TO SUPPORT THE VIRGINIA MUSEUM OF FINE ARTS THROUGH A COMPREHENSIVE FUND RAISING AND DONOR CULTIVATION PROGRAM AND THE INVESTMENT AND MANAGEMENT OF PRIVATE ASSETS. THIS SUPPORT ENHANCES THE ABILITY OF THE VIRGINIA MUSEUM OF FINE ARTS TO COLLECT, PRESERVE, EXHIBIT, AND INTERPRET ART, AND ENCOURAGE THE STUDY OF THE ARTS, AND THUS ENRICH THE LIVES OF THE CITIZENS OF THE COMMONWEALTH OF VIRGINIA. 0 0 21337726 19939423 123075 OVER THE PAST YEAR THE FOUNDATION HAS MANAGED THE PRIVATE INSTITUTIONAL ADVANCEMENT PROGRAM FOR THE VIRGINIA MUSEUM OF FINE ARTS, AN AGENCY OF THE COMMONWEALTH OF VIRGINIA. THE RESULTS OF THOSE FUND RAISING EFFORTS ARE REFLECTED IN THE DATA LISTED ON THIS RETURN. IN ADDITION, ENDOWMENTS HELD IN TRUST BY THE FOUNDATION FOR THE BENEFIT OF THE MUSEUM HAVE BEEN INVESTED, THE MANAGERS EVALUATED, THE INVESTMENT POLICY REVIEWED, AND FUNDS DISTRIBUTED IN ACCORDANCE WITH DONOR INTENT. 21337726 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 1 X 43 0 1 27 1 1 1 0 0 0 0 1 1 0 0 0 0 X 33 33 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 VA X THE FOUNDATION 8043401515 200 N BOULEVARD RICHMOND VA 232204007 X KELLY B ARMSTRONG PRESIDENT 2.00 X X 0 0 0 H HITER HARRIS III VICE PRESIDENT 2.00 X X 0 0 0 LILO SIMMONS UKROP TREASURER 2.00 X X 0 0 0 STANLEY J OLANDER JR SECRETARY 2.00 X X 0 0 0 MONA D ALBERTINE DIRECTOR 1.00 X 0 0 0 ANNE BATTLE DIRECTOR 1.00 X 0 0 0 CRAIG DIXON DIRECTOR 1.00 X 0 0 0 FRANCES M DULANEY DIRECTOR 1.00 X 0 0 0 FREDERICA P GRAY DIRECTOR 1.00 X 0 0 0 BARBARA NOBLE HOWARD DIRECTOR 1.00 X 0 0 0 MARGARET FREEMAN DIRECTOR 1.00 X 0 0 0 CAROLYN HSU-BALCER DIRECTOR 1.00 X 0 0 0 CHARLES M JOHNSON III DIRECTOR 1.00 X 0 0 0 DENISE KEANE DIRECTOR 1.00 X 0 0 0 KEITH R KISSEE DIRECTOR 1.00 X 0 0 0 JAMES W KLAUS DIRECTOR 1.00 X 0 0 0 CAROL LASCARIS DIRECTOR 1.00 X 0 0 0 DR ANDREW M LEWIS DIRECTOR 1.00 X 0 0 0 A JOHN LUCAS DIRECTOR 1.00 X 0 0 0 WYCLIFFE MCCLURE DIRECTOR 1.00 X 0 0 0 DR PAUL S MONROE DIRECTOR 1.00 X 0 0 0 RICHARD B OLSON DIRECTOR 1.00 X 0 0 0 RICHARD L RAMSEY DIRECTOR 1.00 X 0 0 0 J SARGEANT REYNOLDS JR DIRECTOR 1.00 X 0 0 0 MARY G SHOCKEY DIRECTOR 1.00 X 0 0 0 MARK B SISISKY DIRECTOR 1.00 X 0 0 0 DAVID BRUCE SMITH DIRECTOR 1.00 X 0 0 0 VANCE H SPILMAN DIRECTOR 1.00 X 0 0 0 JOHN R STAELIN DIRECTOR 1.00 X 0 0 0 FRED T TATTERSALL DIRECTOR 1.00 X 0 0 0 EDWARD W VALENTINE DIRECTOR 1.00 X 0 0 0 G RANDOLPH WEBB JR DIRECTOR 1.00 X 0 0 0 TING XU DIRECTOR 1.00 X 0 0 0 ANNA VAN BUREN DIRECTOR 1.00 X 0 0 0 ALEXANDER L NYERGES CHIEF OPERATING OFFICER 22.00 X 255779 0 111921 HOSSEIN SADID CHIEF FINANCIAL OFFICER 22.00 X 171697 0 33445 CLAUDIA KEENAN EXECUTIVE DIRECTOR 45.00 X 355197 0 58027 DAVID B BRADLEY DIRECTOR OF GOVERNMENTAL RELATIONS 45.00 X 156016 0 46994 JAYNE SHAW DIRECTOR OF DEVELOPMENT 45.00 X 141949 0 19847 1080638 0 270234 5 0 1 1 RISING TIDES SOLUTIONS LLC (RTS LABS) 4701 COX ROAD SUITE 325 RICHMOND VA 23060 COMPUTER TECHNOLOGY 256798 SILCHESTER INTERNATIONAL INVESTOR INC 370 LEXINGTON AVENUE SUITE 414 NEW YORK NY 10168 INVESTMENT MANAGEMENT 256358 MONTICELLO ASSOCIATES 1200 17TH STREET SUITE 2600 DENVER CO 80202 INVESTMENT MANAGEMENT 197791 IRIDIAN ASSET MANAGEMENT LLC 276 POST ROAD WEST WESTPORT CT 06880 INVESTMENT MANAGEMENT 170518 SPURRIER MEDIA GROUP LLC 140 VIRGINIA STREET SUITE 301 RICHMOND VA 23219 MARKETING AGENCY 127620 6 24295732 1995064 24295732 TRIP FEES 900099 90402 90402 TICKET SALES 900099 32673 32673 123075 1332480 34548 1297932 82464603 62162 69734013 0 12730590 62162 12792752 12792752 38544039 123075 34548 14090684 19939423 19939423 641825 44928 385095 211802 1326747 108241 681484 537022 168973 11580 101575 55818 140111 9602 84225 46284 128371 8797 77168 42406 58408 58408 57230 57230 2873 2873 943224 943224 61276 61276 375 375 139094 22386 90076 26632 136489 136489 15997 15997 92273 47733 24333 20207 20028 20028 1030319 1030319 70539 70539 35279 35279 MISCELLANEOUS MUSEUM SU 236561 195955 40606 SPECIAL EVENTS 180079 110668 59017 10394 MISCELLANEOUS 89418 4049 79226 6143 UBI TAX 3179 3179 25518091 21337726 3183051 997314 876847 2460442 691727 6717398 96686 15839 1788582 1149420 409270 639162 117900146 109058769 149172290 142441264 9693068 9815415 278743348 271244975 220761 1315126 40131000 40131000 5454054 6108644 45805815 47554770 X -19121887 -18664588 100413160 89602491 151646260 152752302 232937533 223690205 278743348 271244975 X 13025948 -21645380 -627896 X X 0 1 X 1 0 X 12691826 11986671 9051334 10324462 24295732 68350025 12691826 11986671 9051334 10324462 24295732 68350025 3411534 64938491 1775271 2503200 1886042 1611522 1297932 9073967 8548 67080 29985 35057 0 140670 77564662 541416 0.83720 0.77770 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 2873 2873 0 PART II-B, LINE 1: THE FOUNDATION PAID AN ATTORNEY TO ASSIST IN REPRESENTING THE MUSEUM'S INTERESTS ON BUDGETARY ISSUES BEFORE THE STATE LEGISLATURE RELATED TO ITS ANNUAL OPERATING APPROPRIATION. 242774031 935235 -7988349 10423704 225297213 249482309 95125 4531832 11335235 242774031 222903333 1802947 36589129 11813100 249482309 196720137 11118538 25473873 10409215 222903333 159032705 48697427 -3045769 7964226 196720137 0.02400 0.97600 0 0 372442 372442 1416140 1149420 266720 639162 LIMITED PARTNERSHIPS 142441264 F 142441264 ANNUITIES PAYABLE 5376837 RETIREMENT PAYABLE 731807 6108644 X 15327539 -21645380 -627896 -22273276 37600815 943224 943224 38544039 24574867 0 24574867 943224 943224 25518091 PART V, LINE 4: THE FOUNDATION'S ENDOWMENT CONSISTS OF VARIOUS INDIVIDUAL FUNDS THAT WERE ESTABLISHED FOR A VARIETY OF PURPOSES. THE FOUNDATION SPENDS IN ACCORDANCE WITH A BOARD ADOPTED POLICY BASED UPON ACCUMULATED EARNINGS AS DIRECTED BY DONORS AND ACTIONS OF THE BOARD OF DIRECTORS. THE PRIMARY OBJECTIVE OF THE ENDOWMENT FUNDS IS LONG-TERM CAPITAL APPRECIATION AND TOTAL RETURN. PART X, LINE 2: THE VIRGINIA MUSEUM OF FINE ARTS FOUNDATION IS EXEMPT FROM INCOME TAX UNDER THE INTERNAL REVENUE CODE SECTION 501(C)(3) AND THE TAX STATUTES OF THE COMMONWEALTH OF VIRGINIA; ACCORDINGLY, THE ACCOMPANYING FINANCIAL STATEMENTS DO NOT REFLECT A PROVISION OR LIABILITY FOR FEDERAL AND STATE INCOME TAXES. THE LLC IS A DISREGARDED ENTITY FOR TAX PURPOSES AND IS INCLUDED IN THE FOUNDATION FILINGS. THERE ARE CERTAIN ACTIVITIES CONDUCTED BY THE FOUNDATION THAT ARE CONSIDERED UNRELATED BUSINESS ACTIVITIES WHICH ARE NOT EXEMPT FROM FEDERAL AND STATE INCOME TAX. THE FOUNDATION FILES TIMELY FEDERAL AND STATE RETURNS FOR THESE ACTIVITIES AND MAKES THE NECESSARY TAX PAYMENTS, IF APPLICABLE. THE FOUNDATION HAS DETERMINED THAT IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS AS OF JUNE 30, 2016 OR 2015. FISCAL YEARS ENDING ON OR AFTER 2013 REMAIN SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAX AUTHORITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN FMV OF TRUSTS AND ANNUITIES -625,174. CHANGE IN CASH SURRENDER VALUE OF LIFE INSURANCE -2,722. PART XI, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT MANAGEMENT FEES NETTED AGAINST INCOME ON FINANCIAL STATEMENTS 943,224. CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 INVESTMENT 84961010 0 0 0 0 0 0 84961010 0 84961010 1 0 1 1 1 0 SCHEDULE F, PART I, LINE 3, COLUMN F: THIS AMOUNT REPRESENTS BOOK VALUE OF FOREIGN INVESTMENTS. 1 VIRGINIA MUSEUM OF FINE ARTS 200 NORTH BOULEVARD RICHMOND VA 23220 546001804 115 19939423 TO ASSIST IN IMPLEMENTING AND FUNDING PROGRAMS, PROJECTS, AND OPERATIONS OF THE VIRIGNIA MUSEUM OF FINE ARTS. FOR THE YEAR ENDED JUNE 30, 2016, ASSISTANCE WAS USED FOR CURATORIAL, ART ACQUISITION, EDUCATION AND OUTREACH, AND MANAGEMENT AND GENERAL EXPENSES. 1 PART I, LINE 2: THE ORGANIZATION WAS FORMED FOR THE PURPOSE OF IMPLEMENTING AND FUNDING PROGRAMS, PROJECTS AND OPERATIONS OF THE VIRGINIA MUSEUM OF FINE ARTS, WHICH ARE AUTHORIZED AND APPROVED BY THE BOARD OF TRUSTESS OF THE VIRGINIA MUSEUM OF FINE ARTS. X X X X X X 0 1 0 0 0 0 0 0 0 ALEXANDER L NYERGES CHIEF OPERATING OFFICER 70056 0 40000 0 145723 0 111921 0 0 0 367700 0 0 0 HOSSEIN SADID CHIEF FINANCIAL OFFICER 171697 0 0 0 0 0 21909 0 11536 0 205142 0 0 0 CLAUDIA KEENAN EXECUTIVE DIRECTOR 355197 0 0 0 0 0 41631 0 16396 0 413224 0 0 0 DAVID B BRADLEY DIRECTOR OF GOVERNMENTAL RELATIONS 156016 0 0 0 0 0 19558 0 27436 0 203010 0 0 0 JAYNE SHAW DIRECTOR OF DEVELOPMENT 141949 0 0 0 0 0 17581 0 2266 0 161796 0 0 0 PART I, LINE 4B DURING THE CURRENT YEAR THE FOUNDATION MADE TOTAL PAYMENTS OF $14,921 TO A NON-QUALIFIED RETIREMENT PLAN FOR THE BENEFIT OF ALEXANDER L. NYERGES, THE FOUNDATION'S CHIEF OPERATING OFFICER. SINCE THE COO IS FULLY VESTED IN THESE CONTRIBUTIONS, THE RELATED AMOUNTS HAVE BEEN REPORTED ON FORM 990, PART VII, SECTION A AND SCHEDULE J. EACH YEAR, THE FOUNDATION ALSO CONTRIBUTES THE DIFFERENCE BETWEEN $100,000 AND THE AMOUNT CREDITED UNDER THE 457(B) PLAN TO A SUPPLEMENTAL BENEFIT ACCOUNT WHICH BECOMES 100% VESTED ON THE THIRD ANNIVERSARY OF THE CONTRIBUTION. $97,000 BECAME VESTED IN 2015 AND WAS INCLUDED ON FORM 990, PART VII, SECTION A AND SCHEDULE J. SCHEDULE J, PART II: DURING FISCAL YEAR 2011, THE FOUNDATION ENTERED INTO AN OPERATING AGREEMENT WITH THE VIRGINIA MUSEUM OF FINE ARTS, AN UNRELATED ORGANIZATION UNDER IRS GUIDELINES. THE OPERATING AGREEMENT STATES THAT THE DIRECTOR OF THE MUSEUM SHALL ALSO SERVE AS THE COO OF THE FOUNDATION AND THE CFO OF THE MUSEUM SHALL ALSO SERVE AS THE CFO OF THE FOUNDATION. HOWEVER, THESE INDIVIDUALS WILL BE CONSIDERED EMPLOYEES OF THE MUSEUM, NOT THE FOUNDATION. AS PART OF A SUPPLEMENTAL SUPPORT AGREEMENT BETWEEN THE FOUNDATION AND THE COO, THE FOUNDATION MAKES PAYMENTS TO THE MUSEUM FOR SUPPLEMENTAL SALARY AMOUNTS WHICH ARE PAID BY THE MUSEUM TO THE COO AS PART OF HIS SALARY. THESE AMOUNTS TOTALED $145,723 FOR THE YEAR. THE SALARY SUPPLEMENT PROVIDED TO THE COO BY THE FOUNDATION WERE INCLUDED AS TAXABLE COMPENSTATION IN THE COO'S W-2 AT THE MUSEUM. THE OPERATING AGREEMENT WAS AMENDED EFECTIVE FEBRUARY 1, 2016 WITH NO CHANGES TO THIS ARRANGEMENT. A VIRGINIA SMALL BUSINESS FINANCING AUTHORITY 541300845 2014-06-26 30099000 TO REDEEM ALL OUTSTANDING SERIES 2005 BONDS AND SERIES 2008 BONDS 0 0 0 B VIRGINIA SMALL BUSINESS FINANCING AUTHORITYB 541300845 2014-06-26 10032000 TO REDEEM ALL OUTSTANDING SERIES 2005 BONDS AND SERIES 2008 BONDS 0 0 0 A 30099000 99000 30000000 1 0 1 1 B 10032000 32000 10000000 1 0 1 1 A 0 1 0 0 0 0 0 0 0 B 0 1 0 0 1 0 0 0 0 A 0 B 0 X 111 1995064 FAIR MARKET VALUE 0 1 1 PART I, LINE 32B: THE FOUNDATION USES STOCK BROKERS TO SELL GIFTS OF PUBLICLY TRADED STOCK. FORM 990, PART V, LINE 4A: DURING CALENDAR YEAR 2015, THE ORGANIZATION HELD FOREIGN HEDGE FUND INVESTMENTS. UNDER GUIDANCE PROVIDED IN IRS NOTICE 2010-23 AND FINCEN 31 CFR PART 103, A FINANCIAL INTEREST IN, OR SIGNATURE AUTHORITY OVER, A FOREIGN HEDGE FUND OR PRIVATE EQUITY FUND DOES NOT REQUIRE THE ORGANIZATION TO FILE FINCEN FORM 114, REPORT OF FOREIGN BANK AND FINANCIAL ACCOUNTS. IRS NOTICE 2010-23 ALSO STATES THAT "PROVIDED THE TAXPAYER HAS NO OTHER REPORTABLE FOREIGN FINANCIAL ACCOUNTS FOR THE YEAR IN QUESTION, A TAXPAYER WHO QUALIFIES FOR THE FILING RELIEF PROVIDED IN THIS NOTICE SHOULD CHECK THE "NO" BOX IN RESPONSE TO FBAR-RELATED QUESTIONS FOUND ON FEDERAL TAX FORMS. THEREFORE, THE ORGANIZATION HAS CHECKED "NO" ON FORM 990, PART V, LINE 4A. FORM 990, PART VI, SECTION B, LINE 11 THE DRAFT OF THE 990 RETURN WAS INITIALLY REVIEWED BY THE CHIEF FINANCIAL OFFICER AND THE MUSEUM DIRECTOR WITH THE ASSISTANCE OF THE INDEPENDENT EXTERNAL AUDITORS. IN ACCORDANCE WITH THE BY-LAWS IT WAS NEXT REVIEWED BY THE GOVERNANCE AND AUDIT COMMITTEE WITH THE ASSISTANCE OF MANAGEMENT. IT WAS ALSO MADE AVAILABLE TO THE BOARD OF DIRECTORS PRIOR TO SUBMITTAL. FORM 990, PART VI, SECTION B, LINE 12C A CONFLICT OF INTEREST POLICY, WITH A COMPLAINT PROCEDURE WAS ADOPTED IN 2004 AND WAS STRENGTHENED IN 2009 WITH THE INCLUSION OF A SEPARATE WHISTLE BLOWERS POLICY AND QUESTIONNAIRE. ALL DIRECTORS AND STAFF MEMBERS HAVE BEEN BRIEFED ON THEIR OBLIGATIONS UNDER THE POLICY. ANNUALLY THE DIRECTORS AND STAFF MEMBERS ARE REQUIRED TO COMPLETE THE QUESTIONNAIRE AND DISCLOSE ANY CONFLICT THEY HAVE. IN ADDITION, THE CORPORATE SECRETARY AND GENERAL COUNSEL ARE PREPARED TO RESPOND TO INQUIRIES AND VIOLATIONS TO THE POLICY AND RESPOND ACCORDINGLY. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION'S BUDGET AND COMPENSATION COMMITTEE REVIEWS AND APPROVES THE SALARY OF OFFICERS AND KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 INFORMATION IS PROVIDED UPON REQUEST. FORM 990, PART VII, LINE 5: DURING FISCAL YEAR 2011, THE FOUNDATION ENTERED INTO AN OPERATING AGREEMENT WITH THE VIRGINIA MUSEUM OF FINE ARTS, AN UNRELATED ORGANIZAITON UNDER IRS GUIDELINES. THE OPERATING AGREEMENT STATES THAT THE DIRECTOR OF THE MUSEUM SHALL ALSO SERVE AS THE COO OF THE FOUNDATION AND THE CFO OF THE MUSEUM SHALL ALSO SERVE AS THE CFO OF THE FOUNDATION. HOWEVER, NEITHER OF THESE INDIVIDUALS WILL BE CONSIDERED EMPLOYEES OF THE FOUNDATION. AS PART OF A SUPPLEMENTAL SUPPORT AGREEMENT BETWEEN THE FOUNDATION AND THE COO, THE FOUNDATION MAKES PAYMENTS TO THE MUSEUM FOR SUPPLEMENTAL SALARY AMOUNTS WHICH ARE PAID BY THE MUSEUM TO THE COO AS PART OF HIS SALARY. THESE AMOUNTS TOTALED $145,723 FOR THE YEAR. THE SALARY SUPPLEMENT PROVIDED TO THE COO BY THE FOUNDATION WAS INCLUDED AS TAXABLE COMPENSTATION IN THE COO'S W-2 AT THE MUSEUM. THE OPERATING AGREEMENT WAS AMENDED EFECTIVE FEBRUARY 1, 2016 WITH NO CHANGES TO THIS ARRANGEMENT. FORM 990, PART XI, LINE 9: CHANGE IN FAIR MARKET VALUE OF TRUSTS AND ANNUITIES -625,174. CHANGE IN CASH SURRENDER VALUE OF LIFE INSURANCE -2,722. FORM 990, PART XII, LINE 2C: THERE ARE NO REPORTABLE CHANGES TO THE ORGANIZATION'S OVERSIGHT PROCESS FROM THE PRIOR TAX YEAR. VMFA REAL ESTATE COMPANY LLC 200 N BOULEVARD RICHMOND VA 232204007 510205333 REAL ESTATE MANAGEMENT RELATED TO REAL PROPERTY HELD IN SUPPORT OF VMFA VA 0 259136 VIRGINIA MUSEUM OF FINE ARTS FOUNDATION