2015-08-13T12:49:56-05:00 2014-09-30 PricewaterhouseCoopers LLP 125 High Street Boston MA 02110 990 2013-10-01 042794625 Southcoast Health System Inc % KEITH HOVAN SOUT 5089615000 c/o Accounting Dept 101 Page St Suite New Bedford MA 02740 ROBERT M TAROLA EVP & CFO 5089615000 2015-08-13 true PRICEWATERHOUSECOOPERS LLP P01441612 5089615000 2013 2016-02-25 16:41:14Z KEITH HOVAN C/O ACCTING DEPT 101 PAGE ST NEW BEDFORD MA 02740 52597836 false X www.southcoast.org X 1986 MA See Schedule O 17 16 0 0 99668 85033 0 0 0 0 4425588 5636817 0 0 4425588 5636817 0 0 0 0 0 0 0 0 0 5826954 5429410 5826954 5429410 -1401366 207407 95204431 98589103 786770 631784 94417661 97957319 X SEE SCHEDULE O false false 5056085 Program expenses were incurred in the overall management of SHG and its affiliates. Strategic planning, development and the coordination of services involving multiple affiliates and the development of physician manpower in the medically underserved area of Southeastern Massachusetts were the primary services provided and expenses consisted primarily of salaries and benefits of SHG which were transferred to SHS. 5056085 true false false false false false false false false false true true false false true false false true false false true false false false false false false false false true false false false false false false false false false false false false true true true true false false true 1 0 true 0 true true true CJ false false false false false false false false X 17 16 false false false false false false false true true false true true true true true true true true false false false MA X KEITH HOVAN 5089615000 101 PAGE ST New Bedford MA 02740 Maureen Sylvia Armstrong Trustee 1.0 X 0 0 0 M Wajid Baig MD Trustee 1.0 X R William Blasdale Trustee 1.0 X Peter Bullard Esq Clerk 1.0 X X Christopher Cheney MD Trustee 1.0 X Keith Hovan President & CEO 1.0 60.0 X X 1384448 328334 Elizabeth Kunz Chair 1.0 X X Jean MacCormick Vice Chair 1.0 X X Pamela McNamara Trustee 1.0 X Carl Ribeiro Trustee 1.0 X Jason Rua Trustee 1.0 X Carl Taber Trustee 1.0 X Robert Tripp Jr DO Trustee 1.0 X LOUIS CABRAL TRUSTEE 1.0 X JAMES JEROME COOGAN TRUSTEE 1.0 X Brian R Balsis MD Ex-officio (SINCE 12/13) 1.0 X Joseph A Ciffolillo Trustee (SINCE 12/13) 1.0 X DOUGLAS BEATON TRUSTEE (UNTIL 12/13) 1.0 X Linda Bodenmann EXECUTIVE VP & COO/ASST CLERK 1.0 60.0 X 666049 188391 Gary Conner EVP & CFO/TREAS (UNTIL 8/8/14) 1.0 60.0 X 566397 85161 Kristofer Lindeman Treasurer (SINCE 4/17/14) 1.0 60.0 X John Day Former Officer X 202981 160000 0 2819875 761886 0 true true false 0 0 0 908064 99668 808396 0 0 0 0 0 51689772 46961019 4728753 4728753 4728753 0 0 0 0 5636817 99668 5537149 0 0 0 0 0 0 0 0 0 0 0 121411 121411 118658 118658 0 0 254667 254667 107403 107403 0 0 0 0 0 0 0 0 0 0 0 0 ADMINISTRATIVE FEES 3811480 3811480 STRATEGIC PLANNING 997754 997754 PROPERTY TAXES 14480 14480 BANK CHARGES 2357 2357 1200 1200 5429410 5056085 373325 0 X 0 0 590586 627000 0 0 0 0 0 0 0 0 333291 222915 0 0 0 0 284095 284091 4 4 76418635 59175118 16224768 33213365 1320000 1320000 0 0 317147 4030701 95204431 98589103 142050 83574 0 0 0 0 0 0 0 0 0 0 0 0 0 0 644720 548210 786770 631784 X 94417661 97957319 0 0 0 0 94417661 97957319 95204431 98589103 X 207407 2101348 1230903 X X false true X true false X X X false false false SOUTHCOAST HOSPITALS GROUP IN 222592333 03 true true true 0 SOUTHCOAST PHYSICIANS GROUP INC 222703314 09 false true true 0 2 0 4 4 0 0 284091 284091 4 ALTERNATIVE INVESTMENTS 15706600 F ALTERNATIVE INVESTMENTS 17506765 C 33213365 0 DUE TO AFFILIATES 548210 548210 PART X, LINE 2 SHS ADOPTED FIN48 IN FISCAL YEAR 2008. THERE IS NO FOOTNOTE DISCLOSURE IN ITS FISCAL SEPTEMBER 30, 2014 CONSOLIDATED AUDITED FINANCIAL STATEMENTS SINCE THE ADOPTION OF FIN48 WAS NOT MATERIAL. Central America and the Caribbean Program Services CAPTIVE INSURANCE 2930470 2930470 2930470 true false true true false false PART I EXPENDITURES PER REGION ARE REPORTED ON AN ACCRUAL BASIS, WHICH IS THE METHOD USED TO ACCOUNT FOR THEM IN THE ORGANIZATION'S BOOKS AND RECORDS. false true false false false false false Keith Hovan President & CEO 859000 525448 311465 16869 1712782 Linda Bodenmann EXECUTIVE VP & COO/ASST CLERK 523000 143049 174830 13561 854440 John Day Former Officer 202981 160000 362981 Gary Conner EVP & CFO/TREAS (UNTIL 8/8/14) 475000 50000 41397 71250 13911 651558 PART I, LINE 1A SHS DOES NOT EMPLOY ANY INDIVIDUALS. OFFICERS AND TRUSTEES OF SHS RECEIVE NO COMPENSATION FOR THEIR ROLES IN THESE CAPACITIES. OFFICERS AND TRUSTEES (CURRENT OR FORMER) WITH REPORTABLE COMPENSATION ARE COMPENSATED BY A NON-PROFIT SUBSIDIARY ORGANIZATION'S PAYROLL FOR SERVICES RENDERED AS EMPLOYEES OF THE SUBSIDIARY. PART I, LINE 3 SOUTHCOAST HOSPITAL GROUP (SHG), A RELATED ORGANIZATION CHECKED THE FOLLOWING BOXES WHICH WERE USED BY SHG TO ESTABLISH COMPENSATION OF THE PRESIDENT: COMPENSATION COMMITTEE INDEPENDANT COMPENSATION CONSULTANT COMPENSATION SURVEY OR STUDY APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 4B OFFICERS AND DIRECTORS WHO ARE EMPLOYEES OF SOUTHCOAST PARTICIPATE IN SOUTECOAST'S 457(F) SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. CONTRIBUTION CREDITS UNDER THE PLAN ARE INCLUDED IN SCHEDULE J, PART, II, COLUMN (C). ONLY UPON TERMINATIONS OF EMPLOYMENT DO FULLY VESTED PARTICIPANTS RECEIVE DISTRIBUTIONS FROM THE PLAN. CONTRIBUTIONS VEST THE EARLIER OF: JULY 1 OF THE 3RD CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE CONTRIBUTION CREDIT IS MADE; UPON REACHING AGE 62; DEATH; DISABILITY; OR INVOLUNTARY SEPARATION. THE AMOUNT REFLECTED IN SCHEDULE, J, PART II, COLUMN B(III) FOR THE FOLLOWING INDIVIDUALS INCLUDES THE VESTED PORTION OF CONTRIBUTIONS MADE TO THE PLAN WHICH ARE NO LONGER SUBJECT TO THE RISK OF FORFEITURE. KEITH HOVAN - $154,845 LINDA BODENMANN - $102,893 IN ADDITION TO THE ABOVE OUTLINED PLAN, THE FOLLOWING INDIVIDUALS ALSO HAVE SEPARATE SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLANS. KEITH HOVAN - SOUTHCOAST HOSPITAL GROUP, INC. ESTABLISHED AN EXECUTIVE BENEFIT PLAN FOR THE BENEFIT OF KEITH HOVAN. UNDER THE TERMS OF THE PLAN, A CONTRIBUTION CREDIT, INCLUDED IN SCHEDULE J, PART I, COLUMN (C) IS CREDITED TO HIS ACCOUNT ON A YEARLY BASIS. THE ACCOUNT BALANCE VESTS AS FOLLOWS: JUNE 30, 2013 -50%; JUNE 30, 2016 - 75% AND JUNE 30, 2018 - 100%. PURSUANT TO THE PLAN $350,577 WAS INCLUDED IN MR. HOVAN'S 2013 FORM W-2 AND SCH J, PART II, COLUMN B(III). LINDA BODENMANN - SOUTHCOAST HOSPITAL GROUP, INC. ESTABLISHED AN EXECUTIVE BENEFIT PLAN FOR THE BENEFIT OF LINDA BODENMANN. UNDER THE TERMS OF THE PLAN, A CONTRIBUTION CREDIT, INCLUDED IN SCHEDULE J, PART I, COLUMN (C) IS CREDITED TO HER ACCOUNT ON A YEARLY BASIS. THE ACCOUNT BALANCE VESTS AS FOLLOWS: DECEMBER 31, 2012 - 50%; DECEMBER 31, 2015 -75 %; AND THE DATE THE PARTICIPANT ATTAINS AGE 62 AND COMPLETES 3 YEARS OF FULL SERVICE WITH THE EMPLOYER BEGINNING ON JANUARY 1, 2008 - 100%. PURSUANT TO THE PLAN, $32,500 WAS INCLUDED IN MS. BODENMANN'S 2013 FORM W-2 AND SHC, J, PART II, COLUMN (B) (III). JOHN DAY - IN 2002 SOUTHCOAST HOSPITAL GROUP, INC. (SHG) ESTABLISHED A SPLIT DOLLAR ARRANGEMENT FOR JOHN DAY. THE PREMIUMS PAID INTO THE POLICY BY SHG ARE DEEMED TO BE LOANED TO MR. DAY AND MR. DAY IS THEREFORE SUBJECT TO INCOME TAX ON THE IMPUTED INTEREST ASSOCIATED WITH THE LOANS. MR. DAY IS PROVIDED WITH AN ANNUAL GROSS UP TO COVER THE INCOME TAXES DUE ON THE IMPUTED INTEREST AMOUNT. THESE AMOUNTS ARE REPORTED IN PART II, COLUMN B(III). THE ANNUAL PREMIUM PAID BY SHG IS REFLECTED IN PART II, COLUMN C AND REPRESENTS THE BENEFIT THAT WILL BE RECEIVED BY MR. DAY WHEN MOST OF THE LOAN IS FORGIVEN UPON REACHING AGE 65. PART I & PART III, LINE 1 SOUTHCOAST HEALTH SYSTEM, INC.(SHS) MISSION IS TO CARE FOR AND IMPROVE THE HEALTH AND PROMOTE THE WELLNESS OF THE INDIVIDUALS AND COMMUNITIES SERVED BY OPERATING EXCLUSIVELY FOR THE BENEFIT OF SOUTHCOAST HOSPITALS GROUP, INC (SHG), A SAFETY NET PROVIDER OF HOSPITAL SERVICES, AND ITS AFFILIATED ORGANIZATIONS THROUGH THE DEVELOPMENT OF A COMMUNITY OWNED SYSTEM WITH MULTIPLE ACCESS POINTS OFFERING AN INTEGRATED CONTINUUM OF HEALTH CARE SERVICES. PART VI, SECTION B, LINE 11B THE ORGANIZATION PREPARES THE FORM 990 WITH THE ASSISTANCE OF A PAID PREPARER. A DRAFT OF THE FORM 990 IS PRESENTED TO THE MANAGEMENT FOR REVIEW AND COMMENT. A DRAFT OF THE FORM 990 IS ALSO PROVIDED TO THE ORGANIZATION'S AUDIT COMMITTEE FOR REVIEW. A FINAL COPY OF THE FORM 990 IS PROVIDED TO EACH MEMBER OF THE BOARD OF TRUSTEES PRIOR TO FILING WITH THE IRS. AN OFFICER OF THE ORGANIZATION AND ITS PAID PREPARER, RESPECTIVELY, SIGN THE FINAL FORM 990. PART VI, SECTION B, LINE 12C SHS HAS CONFLICT OF INTEREST, LEGAL COMPLIANCE AND CODE OF CONDUCT POLICIES THAT APPLY TO ALL TRUSTEES, OFFICERS AND EMPLOYEES (REFERRED TO AS "MEMBERS"). ON AN ANNUAL BASIS, EACH MEMBER WILL COMPLETE THE CONFLICT OF INTEREST QUESTIONNAIRE WHICH AFFIRMS THAT EACH PERSON HAS: (1) RECEIVED A COPY OF THE POLICY; (2) READ AND UNDERSTOOD THE POLICY; (3) AGREED TO COMPLY WITH THE POLICY, AND (4) UNDERSTOOD THAT THE SYSTEM ENTITIES ARE CHARITABLE ORGANIZATIONS AND THAT TO MAINTAIN THEIR FEDERAL TAX EXEMPTION, SUCH ENTITIES MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. TO ENSURE THE SYSTEM OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES, DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL TAXATION, AND IN CONNECTION WITH ITS COMPLIANCE PROGRAM, SYSTEM'S MANAGEMENT SHALL CONDUCT PERIODIC REVIEWS OF THE CONFLICT OF INTEREST POLICY AND THE OPERATION AND APPLICATION OF IT. MEMBERS SHALL DISCLOSE ANY INTERESTS OR ACTIVITIES IN WHICH THEY ARE INVOLVED OR BECOME INVOLVED THAT DO RESULT, OR MAY APPEAR TO RESULT IN A CONFLICT OF INTEREST OR POTENTIAL CONFLICT OF INTEREST AND SHALL COMPLY WITH, AND MAKE ALL REQUIRED DISCLOSURES UNDER THE CONFLICT OF INTEREST POLICY PRIOR TO COMMENCING, CONTINUING, OR CONSUMMATING ANY ACTIVITY OR TRANSACTION WHICH RAISES A CONFLICT OF INTEREST OR A POTENTIAL CONFLICT OF INTEREST. EACH MEMBER IS UNDER AN ONGOING DUTY TO UPDATE AND KEEP CURRENT THE INFORMATION CONTAINED IN THEIR QUESTIONNAIRE. AT LEAST ANNUALLY, OR AS NECESSARY BASED ON DISCLOSURES, THE GENERAL COUNSEL WILL SUMMARIZE AND REPORT ALL DISCLOSURES TO THE PRESIDENT AND CEO AND THE CHAIRMAN OF THE BOARD OF TRUSTEES (OR HIS/HER DESIGNEE). UPON DISCLOSURE OF FINANCIAL OR NON-FINANCIAL INTERESTS ("INTERESTS") AND ALL MATERIAL FACTS RELATED THERETO BY MEMBER OR AN INTERESTED PERSON, THE CHAIR OF THE SYSTEM'S GOVERNANCE COMMITTEE SHALL DETERMINE IN CONJUNCTION WITH THE GENERAL COUNSEL WHETHER A CONFLICT OF INTEREST EXISTS. THE GOVERNANCE COMMITTEE CAN CONTINUE TO DISCUSS THE ISSUE WITH THE MEMBER OR INTERESTED PERSON TO CLARIFY OR OBTAIN ADDITIONAL INFORMATION. HOWEVER, BEFORE THE GOVERNANCE COMMITTEE DISCUSSES OR DETERMINES WHETHER THE MEMBER OR OTHER INTERESTED PERSON'S INTERESTS CONSTITUTE A CONFLICT OF INTEREST, THE MEMBER OR INTERESTED PERSON MUST LEAVE THE MEETING. IN THE EVENT THE INTEREST INVOLVES THE CHAIR OR CEO, THE REMAINING GOVERNANCE COMMITTEE MEMBERS SHALL APPOINT ONE OR MORE DISINTERESTED TRUSTEES TO MAKE SUCH A DETERMINATION. ONCE THE DETERMINATION OF THE CONFLICT OF INTEREST IS MADE BY THE GOVERNANCE COMMITTEE, SUCH DETERMINATION, ALONG WITH APPROPRIATE MITIGATION PLANS, WILL BE SUBMITTED BY THE GOVERNANCE COMMITTEE FOR REVIEW AND APPROVAL. IF THE BOARD OR ANY BOARD COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE AN ACTUAL CONFLICT OF INTEREST OR A POTENTIAL CONFLICT OF INTEREST, IT SHALL INFORM SUCH PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD SUCH A MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE IT. IF, AFTER HEARING THE RESPONSE OF SUCH PERSON AND MAKING FURTHER INQUIRY OR INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR BOARD COMMITTEE DETERMINES THAT SUCH PERSON HAS IN FACT FAILED TO DISLCOSE AN ACTUAL CONFLICT OF INTEREST OR A POTENTIAL CONFLICT OF INTEREST, THE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION SHALL BE TAKEN. PART VI, SECTION C, LINE 19 SHS MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. PART XI, LINE 9 TRANSFERS FROM AFFILIATES $1,230,903 PART XII, LINE 2A AND 2B FINANCIAL RESULTS FOR SHS ARE INCLUDED IN THE SOUTHCOAST HEALTH SYSTEM, INC AND AFFILIATES AUDITED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS SEPTEMBER 30, 2013 AND 2014 WHICH WERE ISSUED WITH AN INDEPENDENT AUDITORS REPORT WITH AN UNQUALIFIED OPINION. INCLUDED IN THESE AUDITED FINANCIAL STATEMENTS IS SUPPLEMENTAL CONSOLIDATED INFORMATION AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2014. NO STAND ALONE AUDITED FINANCIAL STATEMENTS WERE ISSUED FOR SHS FOR THE YEAR ENDED SEPTEMBER 30, 2014. Southcoast Accountable Care Org LLC 101 Page St New Bedford MA 02740 611577608 ACO MA SHS INC Southcoast Hospitals Group Inc 101 Page St New Bedford MA 02740 222592333 acute care MA 501(c)(3) 3 SHS true Southcoast Physicians Group Inc 200 Mill Rd Ste 180 Fairhaven MA 02719 222703314 PHYS. SVCS. MA 501(c)(3) 9 SHS true Southcoast Ventures Inc 101 Page St New Bedford MA 02740 043003172 PHYS. SVCS. MA 501(c)(3) 11, Type I SHS true Charlton Long Term Care SVCS INC 363 Highland Ave Fall River MA 02720 043109579 SUPP. ORG MA 501(c)(3) 11, Type 1 SHS true Southcoast Visiting Nurse Association In 200 Mill Rd Fairhaven MA 02719 042105745 home care MA 501(c)(3) 9 SHS true Saint Luke's Nursing Home Inc 101 Page St New Bedford MA 02740 042984542 Inactive MA 501(c)(3) 11, Type I SHS true Coastline Professional Assurance Co 980445031 Insurance CJ NO C Corp 3744935 42402025 1.00000 true Southcoast Physicians Network Inc 101 Page St New Bedford MA 02740 450568782 IPA MA NO C Corp 419891 13965581 1.00000 true Health Management Initiatives Inc 363 Highland Ave Fall River MA 02720 042998712 COMM RENTALS MA NO C Corp 742572 6488639 1.00000 true true false false false false false false false false false false false false false false false true true true Health Management Initiatives Inc A 19874 cost Southcoast Physicians Group Inc Q 5300000 cost Southcoast Hospitals Group Inc R 7530903 cost Health Management Inititaives Inc Q 1000000 COST Coastline Professional Assurance Co r 2930470 cost SCHEDULE R, PART I SHS IS THE SOLE MEMBER OF SOUTHCOAST ACCOUNTABLE CARE ORGANIZATION, LLC WHICH WAS ORGANIZED IN MASSACHUSETTS ON AUGUST 30, 2012. SCHEDULE R, PART V ALL TRANSACTIONS REPORTED WERE CASH TRANSACTIONS, THEREFORE, COST/ACTUAL CASH VALUE WAS THE METHOD USED.