2016-08-04T15:19:24-05:00 2015-09-30 010494526 BAKER NEWMAN & NOYES LLC 650 ELM STREET SUITE 302 MANCHESTER NH 03101 990 2014-10-01 020222126 Exeter Health Resources Inc EXET 6035806695 5 Alumni Drive Exeter NH 03833 Kevin J O'Leary Treasurer 6035806695 2016-07-28 1 Timothy R Hepburn P00182393 8002447444 2016-07-28 2014 2016-12-15 16:53:06Z Kevin J Callahan 5 Alumni Drive Exeter NH 03833 8928051 0 X www.exeterhospital.com X 1985 NH The mission of Exeter Health Resources, Inc. is to improve the health of the community. This mission will be principally accomplished without compromising Exeter Health Resources, Inc.'s sustainability by supporting the provision of health services and information to the community by the affiliated companies of Exeter Health Resources, Inc. 12 10 28 9 0 0 0 70826 7275312 8108453 1575045 689348 59424 59424 8909781 8928051 6750 6000 0 0 5754907 6665689 0 0 0 1334877 1476555 7096534 8148244 1813247 779807 262086270 238990663 7661566 5049297 254424704 233941366 X The mission of Exeter Health Resources, Inc. is to improve the health of the community. This mission will be principally accomplished without compromising Exeter Health Resources, Inc.'s sustainability by supporting the provision of health services and information to the community by the affiliated companies of Exeter Health Resources, Inc. 0 0 8019147 6000 8167877 Exeter Health Resources, Inc. is the holding company for: Exeter Hospital, Inc., a tax-exempt 100 bed acute care hospital; Rockingham Visiting Nurse Association and Hospice, Inc., a tax-exempt home health and hospice agency; Core Physicians LLC, a tax-exempt multi-specialty physician group practice; and Exeter Med Real, Inc, a tax-exempt real estate holding company. 8019147 1 0 0 0 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 23 0 1 28 1 0 0 0 0 0 0 0 0 0 0 X 12 10 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NH X Kevin J O'Leary 6035806695 5 Alumni Drive Exeter NH 03833 Joseph Army Trustee 1.00 1.00 X 0 0 0 David Donsker MD Trustee 1.00 1.00 X 0 0 0 Ross Gittell Trustee 1.00 1.00 X 0 0 0 Steve Hermans Trustee 1.00 1.00 X 0 0 0 Richard Hollister MD Ex-Officio 1.00 41.00 X 0 471407 38639 Katie D Paine Trustee 1.00 1.00 X 0 0 0 Robert Schoenberger Trustee 1.00 1.00 X 0 0 0 Major General Joseph Simeone Trustee 1.00 1.00 X 0 0 0 Glenn McKenzie Chairman 1.00 1.00 X X 0 0 0 William Schleyer Vice Chairman 1.00 1.00 X X 0 0 0 Kevin J Callahan CEO/Trustee 40.00 5.00 X X 802610 0 197039 J Bonnie Newman Trustee 1.00 1.00 X 0 0 0 Robert A Eberle Trustee thru March 2015 1.00 1.00 X 0 0 0 Kevin J O'Leary CFO/Treasurer 40.00 5.00 X 438225 0 101770 Constance D Sprauer Sr. VP Legal Affairs/Secretary 40.00 3.00 X 332549 0 36073 Susan Burns-Tisdale VP Clinical Operations 40.00 1.30 X 361927 0 47246 Debra Cresta President, Core Physicians, LLC 40.00 1.30 X 343971 0 46546 Mark Whitney VP Strategic Planning/Community Relations 40.00 0.30 X 284973 0 47195 David Briden VP Information Services 40.00 0.00 X 282430 0 46202 Christopher Callahan VP Human Resources 40.00 0.00 X 266641 0 45283 3113326 471407 605993 15 0 1 0 Bennett Group Inc 150 Speen Street Framingham MA 01701 Marketing Consultant 191460 Exeter Hospital Inc 5 Alumni Drive Exeter NH 03833 Support Services 106864 2 70826 70826 Management Fees 561000 8108453 8108453 8108453 226280 226280 59424 0 59424 59424 59424 463068 0 463068 463068 463068 8928051 8167877 0 689348 6000 6000 1908266 1908266 4027890 4027890 95613 95613 394177 394177 239743 239743 82597 82597 46500 46500 128177 128177 583056 583056 63069 63069 6648 6648 124151 124151 31937 31937 65606 65606 214815 214815 Miscellaneous 68548 68548 Refreshments 61192 61192 259 259 8148244 8019147 129097 0 1521051 1827848 2265024 216876 216151 1280735 915892 383889 364843 15361052 249513717 207737304 10450737 11218441 262086270 238990663 825682 901118 6835884 4148179 7661566 5049297 X 233687943 213217062 1114857 1098584 19621904 19625720 254424704 233941366 262086270 238990663 X 779807 -1305270 -19957875 X X 0 1 X 1 0 X X 3 Exeter Hospital Inc 222674014 3 1 176163 0 Rockingham Visiting Nurse Association and Hospice 020274905 9 0 0 0 Core Physicians LLC 870807914 9 0 7300000 0 3 7476163 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Part IV, Section A, Line 1: Although Exeter Health Resources, Inc. does not name specific supported organizations in its governing documents, its mission is "to improve the health of the community....principally accomplished without compromising the Corporation's sustainability by supporting the provision of health services and information to the community by the affiliated companies of the Corporation." Additionally, the organization's confirmation of determination letter from the IRS states, "...up to June 1, 1985, you operated the Exeter Hospital. However, as a result of the reorganization of the Exeter Hospital on June 1, 1985, new Exeter Hospital, Inc. took over the patient care activities and you became the fundraising and coordinating organization within the health care system." By virtue of these facts, and of its shared leadership with Exeter Hospital, Inc., Core Physicians, LLC, and Rockingham VNA and Hospice, Exeter Health Resources, Inc. has a continuous and historic relationship with all three of its supported organizations. 3812793 1568 6898 3807463 3815984 851 4042 3812793 3899278 1709 -85003 3815984 3904419 2879 -8020 3899278 3921519 2537 -19639 3904419 0.16300 0.83700 0 0 204202 204202 910317 825562 84755 166216 90330 75886 364843 Investment in Subsidiaries 189061066 C Alternative Investments 18676238 F 207737304 Accrued Pension Liability 934827 Deferred Compensation 1125400 Supplemental Retirement Trust Liability 1596000 Due to Affiliates 491952 4148179 X Part V, Line 4: The goal of the Permanent Endowment Fund is to provide a source of financial support to Exeter's patient care activities. These funds are invested in a prudent manner with regard to preserving principal while providing reasonable returns. These returns are then used for capital expenditures, other major program needs, and to generally increase the financial strength of the organization. The quasi-endowments are funds which have been donated to the organization for a purpose specified by the donor. These funds are held until used for the purpose intended by the donor. Part X, Line 2: Resources, the Hospital, RVNA&H, Core and Matrix are not-for-profit organizations as described in Section 501(c)(3) of the Internal Revenue Code (the Code), and are exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Med Real is a not-for-profit organization as described in Section 501(c)(25) of the Code and is exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Management evaluated the tax positions of these entities and has concluded that they have maintained their tax-exempt status, do not have any significant unrelated business income, and have taken no uncertain tax positions that require adjustment to the consolidated financial statements. Convergent, Vx and Services are for-profit organizations and, in accordance with federal and state tax laws, file returns separate from that of Resources. In 2015 and 2014, no federal income taxes were charged to operations due to Convergent, Vx and Services either incurring an operating loss or utilizing net operating loss carryforwards from prior years. Management believes that it has appropriate support for the income tax positions taken and to be taken on tax returns, and that their accruals for tax liabilities are adequate for all open tax years based on an assessment of many factors including experience and interpretations of tax laws applied to the facts of each matter. These entities have concluded there are no significant uncertain tax positions requiring disclosure and there is no material liability for unrecognized tax benefits. It is the policy of these entities to recognize interest or any penalties related to unrecognized tax benefits in income tax expense. With few exceptions, the Corporation is no longer subject to income tax examination by the U.S. federal or state tax authorities for years before 2012. Central America and the Caribbean 0 0 Investments in funds domiciled in the region 7740095 0 0 0 0 0 0 7740095 0 7740095 0 0 1 0 1 0 Schedule F, Part IV, Line 3: Exeter Health Resources, Inc. did not have an ownership in any foreign corporation that was greater than the 10% ownership filing threshold. Accordingly, IRS Form(s) 5471 is not required to be filed. Schedule F, Part IV, Line 5: Exeter Health Resources, Inc. did not have an interest in any foreign partnership that was greater than the ownership filing threshold in any Category, nor did it have any acquisitions or dispositions during the filing period. Accordingly, IRS Form(s) 8865 is not required to be filed. X 0 1 X X X X 0 1 0 0 0 0 0 1 0 Richard Hollister MD Ex-Officio 0 383710 0 87437 0 260 0 7800 0 30839 0 510046 0 0 Kevin J Callahan CEO/Trustee 586029 0 150000 0 66581 0 167800 0 29239 0 999649 0 0 0 Kevin J O'Leary CFO/Treasurer 343993 0 75017 0 19215 0 81487 0 20283 0 539995 0 0 0 Constance D Sprauer Sr. VP Legal Affairs/Secretary 273300 0 52787 0 6462 0 15600 0 20473 0 368622 0 0 0 Susan Burns-Tisdale VP Clinical Operations 285508 0 63683 0 12736 0 15600 0 31646 0 409173 0 0 0 Debra Cresta President, Core Physicians, LLC 284806 0 46924 0 12241 0 15600 0 30946 0 390517 0 0 0 Mark Whitney VP Strategic Planning/Community Rela 222891 0 58333 0 3749 0 15600 0 31595 0 332168 0 0 0 David Briden VP Information Services 235178 0 37669 0 9583 0 15600 0 30602 0 328632 0 0 0 Christopher Callahan VP Human Resources 210483 0 48380 0 7778 0 15600 0 29683 0 311924 0 0 0 Part I, Line 1a Tax indemnification and gross up payments were provided to Kevin Callahan, Kevin O'Leary, Constance Sprauer, Susan Burns-Tisdale, Debra Cresta, Mark Whitney, David Briden and Christopher Callahan (for acquisition of supplemental long term disability insurance). The benefit was treated as taxable income. Part I, Line 1b There was no existing policy concerning tax indemnification and gross up payments. However, in the instance of such action related to the acquisition of long term disability insurance described above, the tax indemnification and gross up payments were approved by the Board of Trustees Executive Committee comprised of disinterested persons. Part I, Line 4b The organization maintains a split dollar supplemental retirement plan for two executives (listed below with amounts) selected by the Exeter Health Resources, Inc. Board of Trustees. The plan is closed to future participants. The Plan provides for annual payments of premiums for life insurance policies insuring the listed individuals. Those life insurance premiums are collaterally assigned to the corporation and any excess accumulated value in the policies (net of accumulated premium payments which are returned to the organization upon the executive attaining the age of 70 or at the death of the participant) is available to be paid to the participant once vested at age 62 and upon retirement from the organization. Note that the split-dollar arrangement is part of an employee benefit program and economically not a direct extension of credit. Furthermore, the reportable compensation of the respective employees includes the annual value of the life insurance provided. Life insurance premium payments during tax year: Kevin Callahan $343,870 Kevin O'Leary $148,100 Excess accumulated value: Kevin Callahan $2,059,399 Kevin O'Leary $ 821,634 Certain of the listed employees participate in a nonqualified deferred compensation plan as described in Internal Revenue Code Section 457(f) sponsored by Exeter Health Resources, Inc. In the calendar year ended December 31, 2014 the contribution to the plan for the non-vested benefit of Kevin Callahan was $160,000 and the contribution to the plan for the non-vested benefit of Kevin O'Leary was $68,000. The contributions are intended to provide a forfeitable supplemental retirement benefit. Participants in the 457(f) plan do not vest until age 62 when it is payable to the participant. Part I, Line 7 The organization provides an annual incentive compensation plan for executives selected by the Exeter Health Resources Board of Trustees. These executives include: Kevin Callahan, Kevin O'Leary, Constance Sprauer, Susan Burns-Tisdale, Debra Cresta, Mark Whitney, David Briden and Christopher Callahan. The Board and/or its Executive Committee approves measurable achievement criteria for quality, patient satisfaction, process improvement, financial performance, services innovation and other compelling areas of strategic and operational interest. Additionally, the Board and/or its Executive Committee establishes minimum, targeted and maximum levels for incentive awards and approves all awards for participating executives. Form 990, Part VI, Section A, line 4 The organization's bylaws were amended during the fiscal year. Significant changes include: 1. The mission statement was added to the bylaws, as follows: "The mission of the Corporation is to improve the health of the community. This mission will be principally accomplished without compromising the Corporation's sustainability by supporting the provision of health services and information to the community by the affiliated companies of the Corporation." 2. The article regarding membership was changed to clarify there are no voting members or capital stock, and that Trustees of the organization are not members. 3. The article regarding the number and composition of the Board members was changed from "The Board of Trustees shall consist of a number not to exceed fifteen (15) persons. Of this number, up to thirteen (13) persons shall have been elected by the Members " to "Of this number, all but two (2) persons shall have been elected (the 'Elected Trustees')." 4. The articles regarding a quorum and certain specific corporate actions by vote were combined, and the following changes were made: -the definition of a quorum was clarified: "At any meeting of the Trustees a majority of the Trustees then in office who present in person shall constitute a quorum." -a clause requiring "the affirmative vote of seventy-five percent (75%) of the Trustees then in office shall be required to i) change the name of the Corporation; ii) amend the articles of agreement or the By-Laws of the Corporation; iii) sell all or substantially all of the assets of the Corporation or of one or more of the Corporation's wholly-controlled subsidiaries; iii) merge, consolidate or dissolve the Corporation; or iv) merge or dissolve one of the Corporation's wholly-controlled subsidiaries" was added. 5. The following sentence in the article regarding bylaws amendments was changed from, "These By-Laws may be altered, amended or repealed in whole or in part by the Trustees subject to change by action of the Members, except with respect to any provision thereof which by law, the articles of agreement or these By-Laws requires action by the Members. No later than the time of giving notice of the meeting of the Members next following the making, amending, or repealing by the Trustees of any By-Laws, notice thereof stating the substance of such change shall be given to all Members." to "These By-Laws may be altered, amended or repealed in whole or in part by the Trustees at any meeting the notice for which stated the substance of the proposed changes." Form 990, Part VI, Section B, line 11 The Form 990 is prepared by an outside tax accountant with information provided by the organization. The Form 990 is reviewed by the organization's Treasurer and then presented to the Board of Trustees before it is filed with the IRS. Form 990, Part VI, Section B, line 12c The Board of Trustees has adopted a Conflict of Interest Policy that requires the disclosure of conflicts of interest either when the interest becomes a matter of possible action by the Board or during an annual disclosure process. Trustees, officers, and key employees, as well as all members of senior management, are part of the annual disclosure process, which is initiated by the issuance of a memorandum and accompanying questionnaire by the President and Chief Executive Officer (CEO). All disclosures are reviewed. Any trustee with a conflict of interest is required to abstain from voting and is not included in a quorum determination on the matter and any officer, key employee, or member of senior management with a conflict does not take part in making and is not present for any decision regarding the matter. The policy is monitored and enforced by both the President and CEO and the full Board. A separate organizational policy requires all employees to disclose any conflict of interest in writing upon hire. Thereafter, on an annual basis, staff within Human Resources will survey all employees and contracted staff serving in a managerial role as well as all members of any committees that make recommendations or decisions regarding the purchase of goods or services by Exeter Health Resources as a means to ensure that any conflict of interest, conflict of commitment and/or personal interest is disclosed and appropriately managed. Employees otherwise are required to make any further written disclosure at the time a conflict arises. This policy is monitored and enforced by the Vice President of Human Resources and the Vice President of Corporate Integrity and Compliance. Any identified conflict of interest is managed by disclosure, recusal, or divestiture of the interest. Form 990, Part VI, Section B, line 15 The organization has a formal process for determining total compensation for the CEO and other listed officers that is intended to provide reasonable compensation for achieving the organization's mission to recognize individual and team performance, and to comply with the organization's obligations as a tax-exempt charitable organization. The Executive Committee of the organization's Board of Trustees conducts an annual review of the compensation of the CEO and other listed officers. In doing so, the Committee retains a qualified independent compensation consultant to conduct competitive market analysis of the market ranges of base, incentive and total cash compensation, and to provide advice concerning the reasonableness of the compensation of the CEO and other listed officers. The Committee utilizes that analysis and other appropriate information in connection with its annual review and makes recommendations to the full Board for adjustment of the CEO's compensation and the compensation for other listed officers. Information which the Committee may consider can include but is not limited to the performance of an individual and/or that individual's contributions to a team, the performance of the organization in whole and in part, the elements of total compensation and salary history, the organization's compensation targets and comparability data, including the data prepared by the independent consultant and reviewed with the Committee. The Committee incorporates a performance appraisal process in the CEO's and the listed officers' compensation review. The CEO and other listed officers are not present when the Committee discusses their respective compensation. In addition, the Committee determines if the threshold requirements for incentive awards are met, consisting of the organization's performance results for quality, operating system excellence and financial performance. The results of the Committee's deliberations are presented to the Board and include recommendations concerning salary range adjustments and incentive awards and the basis for the Committee's decisions/ recommendations. The deliberations of the Board are conducted in executive session with the independent members of the Board but do include the CEO only for that period of time in which the Board has questions concerning the performance of any listed officer other than the CEO. The Board reviews the CEO's performance and determines if the adjustments and awards recommended by the Committee for the CEO are in the organization's best interest and for its benefit. For the other listed officer positions, adjustments and incentive awards are approved upon recommendation of the CEO by the Executive Committee within Board approved parameters and ratified by the Board of Trustees. Form 990, Part VI, Section C, line 19 These documents are available upon request. Form 990, Part XI, line 9: Equity in Earnings of Subsidiaries -9,251,119. Pension Liability Adjustment -10,318,207. Increase in Beneficial Interest 3,816. Net Assets Released from Restriction -87,099. Self-Insurance trust equity adjustments -305,266. Form 990, Part XII, Line 2c: The organization is part of the consolidated operations of Exeter Health Resources, Inc. The Exeter Health Resources, Inc. Executive Committee is responsible for the oversight of the audit and the selection of an independent accountant. The audit process has not changed since the prior year. Exeter Hospital Inc 5 Alumni Drive Exeter NH 03833 222674014 Hospital NH 501(c)(3) Line 3 Exeter Health Resources Inc 1 Core Physicians LLC 5 Alumni Drive Exeter NH 03833 870807914 Physician Practices NH 501(c)(3) Line 9 Exeter Health Resources Inc 1 Rockingham Visiting Nurse Association 5 Alumni Drive Exeter NH 03833 020274905 Home Care, Hospice NH 501(c)(3) Line 9 Exeter Health Resources Inc 1 Matrix Health Inc 5 Alumni Drive Exeter NH 03833 020473737 Manage Resources NH 501(c)(3) Line 11a, I Exeter Health Resources Inc 1 Exeter Med Real Inc 5 Alumni Drive Exeter NH 03833 020418718 Real Estate Holding Company NH 501(c)(25) Exeter Health Resources Inc 1 Exeter Health Resources Self-Insurance Trust 5 Alumni Drive Exeter NH 03833 200753662 Self Insurance Trust NH 501(c)(3) Line 11a, I Exeter Health Resources Inc 1 Convergent Health Systems Inc 5 Alumni Drive Exeter NH 03833 021469711 Wellness Center NH Exeter Health Resources Inc C -6384 2678 1.00000 1 Vx Health Services Inc 5 Alumni Drive Exeter NH 03833 020469712 Inactive Wellness Center NH Convergent Health Systems Inc C 1.00000 1 Exeter Medical Services Inc 5 Alumni Drive Exeter NH 03833 020419850 Inactive Physician Practice NH Convergent Health Systems Inc C 1.00000 1 Core Health Services of MA 5 Alumni Drive Exeter NH 03833 201598042 Inactive Physician Practice MA Exeter Health Resources Inc C 1.00000 1 0 1 0 0 0 0 0 0 0 1 1 1 1 0 1 0 0 1 1 Exeter Hospital Inc B 69299 Cash Exeter Hospital Inc J 59424 Cash Exeter Med Real Inc K 76493 Cash Core Physicians LLC L 1316238 Cash Exeter Hospital Inc L 5703700 Cash Rockingham Visiting Nurse Association and Hospice L 292497 Cash Exeter Hospital Inc M 106864 Cash Core Physicians LLC O 537573 Cash Exeter Hospital Inc O 332112 Cash Core Physicians LLC R 7300000 Cash Exeter Med Real Inc R 3750000 Cash Exeter Hospital Inc S 11050000 Cash