2022-08-15T10:31:02-05:00 2021-09-30 010494526 Baker Newman & Noyes PO Box 507 Portland ME 04112 990 2020-10-01 020222131 FMH Wind-Down Company FMHW 6033326840 CO HRCU 133 Brock Street Rochester NH 03867 Brian Hughes Board of Trustees Chairman 6033326840 2022-08-12 1 Brian Hughes 999009999 Connor Smart P02285543 2078792100 2022-08-12 3 AAL1 IAL1 2020 2022-09-23 18:48:47Z Frisbie Memorial Hospital Brian Hughes C/O HRCU 133 Brock Street Rochester NH 03867 13929256 0 X www.fmhwdc.org X 1941 NH Former hospital undergoing divestiture. X 5 5 23 5 0 0 452369 0 50583459 603176 -8011598 964755 152262 538450 43176492 2106381 3106 576 0 0 32425631 0 0 0 0 35248365 4175681 67677102 4176257 -24500610 -2069876 8470306 3971416 5571983 6516586 2898323 -2545170 X While the Organization is undergoing divestiture and wind down operations at this time, the Organization's eventual termination and transfer of its assets and activities into other institutions will ultimately improve the quality of and the access to care in its community. 0 0 3583735 576 1141626 In January 2019, the Organization and HCA Healthcare, Inc. signed an intent to affiliate the organizations. Expected benefits of the affiliation include expanding the Organization's services in New Hampshire, expanding access to health care in rural communities, and increasing competition by delivering higher-quality, lower cost care. The Organization has ceased operating as a state-licensed hospital, no longer has any employees, and ceased to provide healthcare services. The operations of the Organization currently consist of wind down activities only. Remaining assets of the Organization consist mostly of cash and restricted investments which will be used to settle the Organization's wind down operations and to support the Greater Rochester Community Health Foundation (f/k/a Frisbie Foundation). 3583735 1 0 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 1 0 0 1 36 0 1 23 1 0 0 0 0 0 0 0 0 0 0 0 0 X 5 5 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 1 0 NH X Douglas M Johnson 4044965291 600 Galleria Parkway SE Suite 1400 Atlanta GA 30339 X Frank Jones Trustee 3.00 3.00 X 0 0 0 Brian Hughes Chair, Trustee 3.00 3.00 X X 0 0 0 James Jalbert Vice Chair, Trustee 3.00 3.00 X X 0 0 0 William Cormier Secretary, Trustee 3.00 3.00 X X 0 0 0 John Hall Treasurer, Trustee 3.00 3.00 X X 0 0 0 Jocelyn Caple MD Former President & CEO 0.00 0.00 X 570000 0 0 Christi Green Former VP HR 0.00 0.00 X 100266 0 0 670266 0 0 2 1 1 0 Warbird Consulting Partners 600 Galleria Pkwy SE Ste 1400 Atlanta GA 30339 Consulting and management 692350 Nixon Peabody LLP PO Box 28012 New York NY 100878012 Legal and Consulting 453377 2 Former patient collections 621110 603176 603176 603176 40046 40046 12747584 11822875 924709 924709 924709 Equity Earnings in Benevera, LLC 523000 538450 538450 538450 2106381 1141626 0 964755 X 576 576 103292 103292 14670 14670 402416 402416 5386 5386 3408 3408 DSH Settlements 3469947 3469947 Benefit Payouts 150949 113212 37737 Tax Settlements 25613 25613 4176257 3583735 592522 0 411404 0 4457186 3809963 9559 0 2792052 0 800105 161453 8470306 3971416 2455470 249355 3116513 6267231 5571983 6516586 X -644261 -2545170 3542584 0 2898323 -2545170 8470306 3971416 X -2069876 -404222 -2969395 X X 0 0 0 X 1 8000000 4403 8004403 0 0 3568813 543386 4112199 9614425 93845 253844 6052305 340996 3568813 14647540 21325 33680 5009104 79016 9614425 17792984 206456 1327943 4600638 79205 14647540 31526165 100889 2877676 16587188 124558 17792984 0.00000 0.00000 0.00000 1 0 0 Estimated third party payor settlements 6267231 6267231 Part IV, Line 1b: The FMH Wind-Down Company (the "Company", formerly the Frisbie Memorial Hospital) was previously the sole member of the Greater Rochester Community Health Foundation ("GRCHF", formerly the Frisbie Foundation). Over the previous tax years, the Company underwent an affiliation agreement with HCA. As part of the asset purchase agreement, the parties had until August 31, 2021 to settle and finalize the collection of outstanding patient receivables as of the transaction date. Pending the settlement of these receivables, the Company was required to hold a balance in escrow. The escrow agreement stated that if the final amount of receivables collected was less than the target amount, the shortfall was payable by the Company to HCA. The Company was required to deposit a total of $8,000,000 into an escrow account at closing for any potential repayment. This amount was included within trustee held funds on the Frisbie consolidated balance sheet at September 30, 2020. GRCHF maintained these trustee held funds directly, and reported the funds on its own separate balance sheet through its affiliation with New Hampshire Charitable Foundation ("NHCF") in September, 2021. The $8,000,000 escrow balance was planned to be released in March of 2022, subsequent to the settlement and collection of the outstanding receivables. However, the various organizations decided to maintain the escrow balance due to uncertainty surrounding DSH payment claims; therefore, as of the tax year ending September 30, 2021, these funds were still maintained in escrow with JP Morgan. Any future claims for or against the funds held in escrow are at this time strictly the responsibility of the GRCHF. On September 1, 2021, membership of GRCHF changed from the Company to NHCF. Given uncertainty on when these funds would be released to the Foundation, GRCHF ceased to carry or report the escrow balance on its own books and records as of the September 1 transaction date. However, because GRCHF exercises signature authority over the escrow account, the Foundation continues to report the escrow on its own Form 990, Schedule D, for transparency purposes. GRCHF may ultimately recognize these funds in its own books and records when and if the funds are released from escrow and deposited within the accounts held under control by GRCHF; in accordance with the 7th Circuit Court's previous approval of the membership transfer from the Company to NHCF, the balance of funds held in escrow will be due to the GRCHF as the balance is liquidated. The Company was the sole member of GRCHF through its September 2021 affiliation with NHCF, and until that time shared an identical Board of Directors with the Foundation. Therefore, the Company held signature authority over the escrow account through part of this tax year, until the change in GRCHF's membership. In accordance with IRS Instructions, the escrow arrangement has been disclosed on this tax return for transparency purposes, given the Company's part-year control of the Foundation and the funds. That said, as of the end of this tax year, the Company ceased to be the sole member of the Foundation, and the Company ceased to exercise any control or signature authority over the escrow account. The Company is also not responsible for any DSH claims that may need to be settled using these funds. Therefore, the end-of-year balance in the escrow as shown on this Schedule D is reported as $0, with the balance being shown as distributed during the year. Part V, Line 4: The Organization's endowment funds were originally used in furtherance of the Hospital's charitable mission. As of the year ending September 30, 2021, all donor restricted and endowment funds held by the Organization have been either liquidated, or have been transferred out to the Greater Rochester Community Health Foundation, formerly the Frisbie Foundation. The amount reported on this Schedule D, Part V, for other expenditures for facilities and programs ($4,112,199) is the net amount of funds consolidated and transferred to the Foundation. The Foundation is to maintain these funds as permanent endowments in furtherance of its new exempt mission: to promote the health and well-being of the citizens of Strafford County, New Hampshire. X X X 1 0 0 0 0 0 0 0 0 Jocelyn Caple MD Former President & CEO 0 0 0 0 570000 0 0 0 0 0 570000 0 0 0 Christi Green Former VP HR 0 0 0 0 100266 0 0 0 0 0 100266 0 0 0 Part I, Line 4a Christi Green, the Organization's Former VP of Human Resources, and Dr. Jocelyn Caple, the Organization's Former President & CEO, each received severance payments during the 2020 calendar year in the amounts of $100,266 and $570,000, respectively. The severance payments were made during the fiscal year covered by the previous year's tax return (FYE 9.30.2020) but after December 31, 2019. In accordance with IRS instructions, the severance payments have been reflected on the Organization's 2020 Form 990 filing in Schedule J, Part II, Column B(iii) as part of the recipients' Box 5 2020 Form W-2 taxable wages. Equity transfers to affiliates 2021-09-01 3248203 Book value per draft financial statements 020465942 Greater Rochester Community Health Foundation 11 Whitehall Road Rochester NH 03867 501(c)(3) Equity transfers to affiliates 2021-02-24 264475 Book value per draft financial statements 463885261 Skyhaven Surgery Center LLC 11 Whitehall Road Rochester NH 03867 Partnership 1 0 0 0 Part II, Line 2e: Person(s) Involved: Schedule N, Part II, Line 2a, List of Persons Involved:Brian Hughes; John Hall; Bill Cormier; Frank Jones; and James Jalbert. Part II, Line 2e: Explanation of Involvement: Schedule N, Part II, Line 2a, Explanation of Involvement:The named individuals served as Trustees and Officers on the Board of Directors for both the FMH Wind-Down Company (the "Company") and the Greater Rochester Community Health Foundation ("GRCHF", f/k/a the Frisbie Foundation) during the fiscal year covered by this tax return. The listed persons received no benefits as part of the transfer of assets from the Company to the GRCHF, and the individuals occupied largely the same roles, position, and responsibilities on both boards. The listed individuals continued to serve on the GRCHF's Board subsequent to these transfers until the Company's controlling membership in the GRCHF was terminated, and the GRCHF's sole membership was transferred to the New Hampshire Charitable Foundation ("NHCF"). At such time the listed individuals ceased to serve on the Board of the GRCHF as it was formerly structured and operating. Brian Hughes and Frank Jones continued to serve on the GRCHF's new Board as legacy members after the GRCHF was under the purview of the NHCF. Schedule N, Part II, Transfers to Affiliates: The filing Organization (FMH Wind-Down Company, or, the "Company") was formerly known as Frisbie Memorial Hospital which was an acute care hospital located in Rochester, New Hampshire, including physician practices in Barrington, Farmington, Rochester, Somersworth, and Wakefield, New Hampshire. At the time of this tax return's filing, the Company has been undergoing wind-down procedures and has ceased to operate as a state licensed hospital. The majority of Frisbie Memorial Hospital's assets and liabilities have been either acquired or paid off, as outlined in the transactions discussed below. The Company's primary operations subsequent to these transaction have included wind down activities only.On October 18, 2019, the Organization entered into an asset purchase agreement with HCA Healthcare, Inc. (HCA) through its subsidiary, FMH Health Services, LLC, whereby HCA acquired certain assets and assumed certain liabilities of the Organization. On February 24, 2021, the 7th Circuit Court of the State of New Hampshire authorized, among other things, the transfer, custody, control and use of the net proceeds and donor restricted funds to the Frisbie Foundation in a manner consistent with the Foundation's charitable purposes. Additionally, the Court approved the FMH Wind-Down Company's plans to remit to the Foundation any funds received from the liquidation of remaining assets as well as monies not used for wind down activities upon conclusion of such activities. Lastly, the net proceeds and the donor restricted funds are to be invested and managed as a permanent endowment fund subject to the requirements of the Uniform Prudent Management of Institutional Funds Act, NH RSA Ch. 292.In accordance with the 7th Circuit Court's previous approval, on September 1, 2021 the Company and the Foundation entered into a stock transfer agreement (the Agreement) with New Hampshire Charitable Foundation (NHCF) whereby the Company transferred and assigned, for no consideration, all outstanding shares of the Foundation over to NHCF to become a Type 1 supporting Company of NHCF. Immediately after the consummation of the stock transfer, the Foundation changed its name to the Greater Rochester Community Health Foundation (GRCHF), and began to engage in charitable work to help improve the health and well-being and reduce the burden of illness of persons residing in Strafford County, New Hampshire. At this time the Company ceased its relationship with the Foundation.As part of the Company's eventual wind-down and termination, the Company dissolved the Skyhaven Surgery Center during this tax year. As part of this dissolution, the Company forgave an accrued $264,475 in total amounts due from the Surgery Center as related party receivables; the Company settled these balances due without actual receipt or payment. Accordingly, this amount is shown as a net equity transfer on this Schedule N, Part II. Amounts shown as equity transfers to the Greater Rochester Community Health Foundation represent the net amount of cash, short term investments, and restricted funds transferred out of the Company's accounts and control and to the Foundation for its future maintenance operations, in accordance with the 7th Circuit Court's approval and authorization.Operations of the Company are expected to be fully wound down within the next year, and it is the intent of the Board of the Company that any remaining assets or contingent liabilities will be transferred to the GRCHF once wind-down operations are completed. Once final dissolution of the Company occurs, any outstanding indemnified contingent liabilities agreed by definition and time limit in the asset purchase agreement will be required to be settled as necessary with Seller Proceeds previously transferred to the GRCHF.As of the extended filing due date for this Form 990, the Organization's audited financial statements for its year ending September 30, 2021 have not yet be completed or issued. In order to avoid late-filing its 2020 Form 990, the Organization has elected to file its 2020 Form 990 before its audited financial statements are issued. It is the intention of the Organization to amend its 2020 Form 990 once its audited financial statements are finalized and issued. The values shown on this Schedule N for significant disposition of assets are from the Organization's draft audited financial statements. These figures and values will be updated accordingly and if necessary once the final audited financial statements are issued. Form 990, Part VI, Section B, line 11b The Form 990 is prepared with the assistance of the Organization's independent public accounting firm and is thoroughly reviewed by key financial staff. The 990 will be reviewed by the governing body after it has been filed with the IRS. Form 990, Part VI, Section B, line 12c In accordance with the written conflict of interest policy, the office of the President annually secures a signed copy of the Trustee/Officer Conflict of Interest Statement and maintains them on file. Form 990, Part VI, Section B, line 15 In January 2019, the Organization and HCA Healthcare, Inc. (HCA) signed a non-binding letter of intent (LOI) to affiliate the organizations. The transaction was approved by the New Hampshire Office of the Attorney General's Charitable Trust Unit and finalized effective February 29, 2020. Accordingly, the Organization only filed payroll forms for services rendered through the end of February, 2020, at which point the Organization ceased to maintain any employees and began to perform solely wind-down activities. Prior to this transaction, the executive compensation committee comprised of four members of the Company's Board reviewed the Hospital CEO performance and compensation. The VP of Human Resources presented the compensation committee with comparative salary and benefit data. Senior management compensation was also reviewed by the committee, but their compensation was determined by the CEO. Form 990, Part VI, Section C, line 19 Documents that are required to be open for public inspection are made available upon request within the timeframe required by law. Form 990, Part VI, Section A, Line 6, Change in Membership Disclosure: In January 2019, the Hospital and HCA Healthcare, Inc. (HCA) signed a non-binding letter of intent (LOI) to affiliate the organizations. The transaction was finalized and effective February 29, 2020. Subsequent to the transaction, all actions taken by FMH Wind-Down Company (formerly the Frisbie Memorial Hospital) have and will continue to consist of closing activities only; the Company ceased to perform any medical or health services at the time of this transaction. Aside from certain set-aside and excluded assets to be used for wind-down operations or for funding the Greater Rochester Community Health Foundation, HCA took material and significant control over the Organization's assets and former operations. On previous Forms 990, HCA was reported on the disclosures on Part VI, Section A, Line 6, and on Schedule R; however, HCA does not have membership in the Company, does not control the election or appointment of the Company's Board of Directors, does not have control over the governance decisions of the Company, and does not influence the actions taken by the Company's Board. Accordingly, it has been determined that HCA is not a member of the Company, that HCA does not have a control relationship with the Company, and that HCA is not considered a related organization. Form 990, Payroll and Employee Disclosures In January 2019, the Organization and HCA Healthcare, Inc. (HCA) signed a non-binding letter of intent (LOI) to affiliate the organizations. Expected benefits of the affiliation include expanding the Organization's primary and specialty services in New Hampshire, expanding access to health care in rural communities, and increasing competition by delivering higher-quality, lower cost care. The transaction was approved by the New Hampshire Office of the Attorney General's Charitable Trust Unit and finalized effective February 29, 2020. Accordingly, the Organization only filed payroll forms for services rendered through the end of February, 2020, at which point the Organization ceased to maintain any employees and began to perform solely wind-down activities. In other words, the Organization had no payroll or employee expenses for the fiscal year covered by this tax return: October 1, 2020 through September 31, 2021. In accordance with IRS Instructions, the Organization has provided the number of individuals employed during the 2020 calendar year and has disclosed individuals paid in excess of $100,000 during the 2020 calendar year, though the Organization did not have any employee or payroll costs to report on its Form 990, Part IX, during the period covered by this tax return. Form 990, Part XI, line 9: Reduction in insurance claims 282,021. Reduction in disputed vendor fees 261,262. Transfers to affiliates -3,512,678. Form 990, Part IV, Lines 12a and 12b For its year ending September 30, 2021, the Organization engaged the same independent accounting firm to audit its financial statements and to provide tax preparation services as it did in the previous year. The audit was also subject to the same review and oversight procedures utilized in the prior year, by the same responsible parties. However, as of the extended filing due date for this Form 990, the Organization's audited financial statements for its year ending September 30, 2021 have not yet be completed or issued. Accordingly, the Organization has reported "no" to Form 990, Part IV, Lines 12a and 12b; and to Form 990, Part XII, Lines 2a, 2b, and 2c. In order to avoid late-filing its 2020 Form 990, the Organization has elected to file its 2020 Form 990 before its audited financial statements are issued. It is the intention of the Organization to amend its 2020 Form 990 once its audited financial statements are finalized and issued; the amended Form 990 will include corrections for any changes to its financial statements and underlying transactions, and will adjust for the narratives and disclosures described above. A complete list of changes between this original 2020 Form 990 and any amended versions will be included with the amended return when filed. The amended Form 990 will also include any footnotes in the audited financial statements that address the Organization's liability for uncertain tax positions under FIN 48 (ASC 740) in accordance with IRS Instructions. Greater Rochester Community Health Foundation 37 Pleasant Street Concord NH 033014005 020465942 Charitable and community support NH 501(c)(3) Line 12a, I New Hampshire Charitable Foundation 1 Skyhaven Surgery Center LLC 11 Whitehall Road Rochester NH 03867 463885261 Ambulatory Surgery (dissolved) NH FMH Wind-Down Company Related 0 1 0.98000 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 1 0 Greater Rochester Community Health Fnd R 3248203 Actual per Books Skyhaven Surgery Center LLC R 264475 Actual per Books Greater Rochester Community Health Fnd M 4952 Actual per Books