2018-08-14T13:31:29-05:00 2017-09-30 010523282 Berry Dunn McNeil & Parker LLC PO Box 1100 Portland ME 041041100 990 2016-10-01 812225283 North Country Healthcare Inc NORT 6033265639 8 Clover Lane Whitefield NH 03598 Edward Duffy Interim CEO 6033265639 2018-08-14 1 Barbara J McGuan CPA P00219457 2077752387 2018-08-14 2016 2022-09-23 18:48:47Z Edward Duffy 8 Clover Lane Whitefield NH 03598 2944230 0 X www.northcountryhealth.org X 2016 NH Healthcare Management 16 12 0 13 0 0 0 0 738956 2944230 0 0 0 0 738956 2944230 0 0 0 0 0 1011546 0 0 0 688956 1918034 688956 2929580 50000 14650 264258 377723 214258 327723 50000 50000 X As small, rural hospitals in a rapidly changing healthcare environment, joining together will keep us strong enough to maintain all of our hospitals as viable entities. Affiliation will allow our community hospitals to keep their own identities within a larger health system and will preserve access to high-quality, personal health care for people in the North Country. 0 0 2799604 2944230 The main focus of NCH is management oversight and development of common administrative and clinical processes and practices between the four Hospitals. It is the intent to develop synergies and shared services to increase efficiency, lower cost and increase quality and patient satisfaction for the entire region. 2799604 1 0 0 1 0 0 0 0 0 0 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 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 16 12 0 0 0 0 0 1 1 1 1 0 0 1 1 0 0 0 0 1 1 0 NH X Celeste Pitts 6037885321 8 Clover Lane Whitefield NH 03598 X Mark Kelley Chair 2.00 3.50 X X 0 0 0 Donald Crane Vice Chair 2.00 3.00 X X 0 0 0 Greg Placy Secretary 2.00 2.00 X X 0 2680 0 James Hamblin Treasurer 2.00 0.00 X X 0 0 0 Stevan Trooboff Past Treasurer 2.00 1.00 X X 0 0 0 Edward Duffy MD Director 1.00 42.00 X 0 327774 45808 Bill Bedor Director 1.00 1.00 X 0 0 0 Donna Goodrich Director 1.00 3.00 X 0 0 0 Pat Kelly Director 1.00 2.00 X 0 0 0 John McDowell MD Director 1.00 40.00 X 0 63486 10133 Lars Nielson MD Director 1.00 40.00 X 0 313081 36601 James Nohl Director 1.00 1.00 X 0 0 0 David Ruble Director 1.00 0.00 X 0 0 0 Mark Russell Director 1.00 0.00 X 0 0 0 John Sauter MD Director 1.00 40.00 X 0 396397 13250 John Starr Director 1.00 2.00 X 0 0 0 James Tibbetts Director 1.00 1.00 X 0 0 0 Russell Keene President/CFO 40.00 0.00 X 538367 0 28464 Warren West CEO 40.00 0.00 X 399494 0 45221 937861 1103418 179477 0 0 1 0 Androscoggin Valley Hospital Inc 59 Page Hill Road Berlin NH 03570 Management Services 536678 Littleton Hospital Association 600 St Johnsbury Road Littleton NH 03561 Management Services 454251 Quorum Health Resources 1573 Mallory Lane Suite 200 Brentwood TN 37027 GPO & Consulting 306871 Sean Tracey Associates 401 State Street Suite 3 Portsmouth NH 03801 Marketing 299909 Rath Young & Pignatelli PC PO Box 1500 One Capital Plaza Concord NH 03302 Legal 133497 6 Management Fees 900099 2944230 2944230 2944230 2944230 2944230 0 0 X 1011546 1011546 86370 86370 77989 77989 51987 51987 487272 487272 17603 17603 49222 49222 Supplies & Services 833550 833550 Education Center 293913 293913 Education 20128 20128 2929580 2799604 129976 0 261258 218331 3000 159392 264258 377723 81296 327723 132962 0 214258 327723 X 50000 50000 50000 50000 264258 377723 14650 -14650 0 X 1 X 0 0 0 X X 5 Androscoggin Valley Hospital Inc 020280367 3 1 727753 0 Weeks Medical Center 020222242 3 1 549860 0 Upper Connecticut Valley Hospital 020276210 3 1 211760 0 Littleton Hospital Association 020222152 3 1 1095993 0 North Country Home Health & Hospice Agency Inc 020300637 10 1 50301 0 5 2635667 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 Part IV, Section A, Line 5a North Country Home Health & Hospice Agency, Inc. 02-0300637 became a supported organization of North Country Healthcare, Inc. (NCH) as of May 1, 2017, to provide home health and hospice care services in the same communities served by the existing supported organizations of NCH in the continued effort to develop a highly coordinated health care network that will improve the quality, increase the efficiencies and lower the costs of health care delivery, as outlined in the Bylaws of NCH. 0 0 0 0 0 0 0 0 1 5260 5260 0 Part II-B, Line 1: The Organization pays dues to various organizations, a portion of which is attributable to lobbying expenses. X X X 0 0 0 0 0 0 0 0 0 Edward Duffy MD Director 0 327774 0 0 0 0 0 13250 0 32558 0 373582 0 0 Lars Nielson MD Director 0 289967 0 0 0 23114 0 7950 0 28651 0 349682 0 0 John Sauter MD Director 0 308512 0 81834 0 6051 0 13250 0 0 0 409647 0 0 Russell Keene President/CFO 419332 0 0 0 119035 0 12750 0 15714 0 566831 0 25500 0 Warren West CEO 393494 0 0 0 6000 0 13250 0 31971 0 444715 0 0 0 Schedule J, Part I, Line 3 The Organization is the sole member of Androscoggin Valley Hospital ("AVH"), Littleton Hospital Association d/b/a Littleton Regional Healthcare ("LRH"), Weeks Medical Center ("WMC"), Upper Connecticut Valley Hospital ("UCVH"), and North Country Home Health & Hospice Agency, Inc. ("NCHH&H"). The Organization currently retains the services of its Chief Executive Officer and its President/Chief Financial Officer pursuant to Employee Leasing Agreements (the "Agreements") between the Organization and LRH and AVH. These agreements provide for LRH and AVH to lease the services of the Organization's CEO and President/CFO, respectively, and for the Organization to pay LRH and AVH an amount equal to the salaries of such individuals as set forth in the Agreements. The Organization obtained an opinion from the firm of Arthur J. Gallagher & Co. dated March 1, 2016 as to the reasonableness of the compensation to be paid to the CEO and President/CFO pursuant to the Agreements, which opinion was based on a comparison of market data for similarly situated executives. AVH, LRH, WMC and UCVH - as the original constituent parties to the Affiliation Agreement that resulted in the creation of the Organization - approved the Agreements for the CEO and President/CFO, of which there is contemporaneous substantiation. Form 990, Part VI, Section A, line 7a Subsequent to the Initial Board, each member of the Corporation Board shall be nominated by action of a Hospital board of directors, or by the Corporation Board, as the case may be, in accordance with the nomination powers indicated in the Corporation's Bylaws. Form 990, Part VI, Section A, line 7b Any action to amend the Articles of Agreement or Bylaws of a particular Hospital or any affiliate of such Hospital may be initiated by action of either the Corporation Board or such Hospital Board, and shall be authorized by a majority vote of both the Corporation Board and the Hospital Board. Any action to amend the Articles of Agreement or Bylaws of the Corporation must be initiated by the Corporation Board, and shall be authorized by a two-thirds vote of each of the Corporation Board and each of the Hospital Boards. Form 990, Part VI, Section B, line 11b Management conducts an initial review of the draft 990. Once the initial review is complete the 990 will be made available electronically to the North Country Healthcare Board Members. Form 990, Part VI, Section B, line 12 The Organization formed in April of 2016, and has developed their conflict of interest policy. At this time, the Organization is currently in the process of developing formal monitoring procedures related to its policy. Form 990, Part VI, Section B, line 15 The Organization is the sole member of Androscoggin Valley Hospital ("AVH"), Littleton Hospital Association d/b/a Littleton Regional Healthcare ("LRH"), Weeks Medical Center ("WMC"), Upper Connecticut Valley Hospital ("UCVH"), and North Country Home Health & Hospice Agency, Inc. ("NCHH&H"). The Organization currently retains the services of its Chief Executive Officer and its President/Chief Financial Officer pursuant to Employee Leasing Agreements (the "Agreements") between the Organization and LRH and AVH. These agreements provide for LRH and AVH to lease the services of the Organization's CEO and President/CFO, respectively, and for the Organization to pay LRH and AVH an amount equal to the salaries of such individuals as set forth in the Agreements. The Organization obtained an opinion from the firm of Arthur J. Gallagher & Co. dated March 1, 2016 as to the reasonableness of the compensation to be paid to the CEO and President/CFO pursuant to the Agreements, which opinion was based on a comparison of market data for similarly situated executives. AVH, LRH, WMC and UCVH - as the original constituent parties to the Affiliation Agreement that resulted in the creation of the Organization - approved the Agreements for the CEO and President/CFO, of which there is contemporaneous substantiation. Form 990, Part VI, Section C, line 19 The Organization formed in April of 2016. The Organization has implemented some of their policies, and is currently in the process of developing the remaining policies and procedures. At this time the governing documents, policies in place, and financial statements are available to the public upon request. Part VII, Section A, Line 1 North Country Healthcare, Inc. did not pay compensation to its officers, directors, or highly compensated employees. Certain individuals who were employees of related organizations (Androscoggin Valley Hospital, Little Regional Healthcare, Upper Connecticut Valley Hospital, and Weeks Medical Center) performed services for North Country Healthcare Inc. North Country Healthcare, Inc. reimbursed this compensation at cost and has reported it as management fee expense. Form 990, Part IX, line 11g Consulting : Program service expenses 487,272. Management and general expenses 0. Fundraising expenses 0. Total expenses 487,272. Androscoggin Valley Hospital Inc 59 Page Hill Road Berlin NH 03570 020280367 Critical Access Hospital NH 501(c)(3) Line 3 N/A 0 Weeks Medical Center 173 Middle Street Lancaster NH 03584 020222242 Critical Access Hospital NH 501(c)(3) Line 3 NA 0 Upper Connecticut Valley Hospital Corliss lane Colebrook NH 03576 020276210 Critical Access Hospital NH 501(c)(3) Line 3 N/A 0 Littleton Hospital Association 600 St Johnsbury Road Littleton NH 03561 020222152 Critical Access Hospital NH 501(c)(3) Line 3 N/A 0 North Country Home Health & Hospice Agency Inc 536 Cottage Street Littleton NH 03561 020300637 Home health and hospice care NH 501(c)(3) Line 10 N/A 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0