2015-05-13T16:49:06-05:00 2014-06-30 560747981 DIXON HUGHES GOODMAN LLP 111 ROCKVILLE PIKE 6TH FLOOR ROCKVILLE MD 20850 990 2013-07-01 522173656 MERCY HEALTH FOUNDATION MERC 4106592905 301 ST PAUL PLACE BALTIMORE MD 21202 JUSTIN DEIBEL CFO 4106592905 2014-10-16 1 AARON COHEN P01782580 2404033700 2015-05-12 2013 2016-02-25 16:41:14Z THOMAS MULLEN 301 ST PAUL PLACE BALTIMORE MD 21202 7726776 0 X N/A X 1999 MD TO COORDINATE AND STRENGTHEN FUNDRAISING FOR MERCY MEDICAL CENTER AND STELLA MARIS. 7 3 0 150 0 0 8297375 7332473 0 0 189610 233391 -158050 20693 8328935 7586557 7888805 7332473 0 0 0 0 0 0 1562943 1811526 1562943 9700331 8895416 -1371396 -1308859 29959786 29978466 2255962 3731271 27703824 26247195 X TO COORDINATE AND STRENGTHEN FUNDRAISING FOR MERCY MEDICAL CENTER AND STELLA MARIS. 0 0 6012760 6012760 0 ENLIST PHILANTHROPIC SUPPORT FROM INDIVIDUALS, CORPORATIONS, AND FOUNDATION TO ADVANCE THE CAPITAL AND ENDOWMENT PRIORITIES OF MERCY HEALTH SERVICES AS APPROVED BY THE BOARD OF TRUSTEES OF MERCY HEALTH SERVICES. RAISED OVER $3.8 MILLION IN CAPITAL SUPPORT FOR FACILITIES AND TECHNOLOGY SUCH AS TOMOSYNTHESIS, STATE-OF-THE-ART 3-D MAMMOGRAPHY OFFERED TO MERCY PATIENTS WITHOUT AN ADDITIONAL CHARGE. ADDITIONALLY, ENLISTED PHILANTHROPIC SUPPORT FROM INDIVIDUALS, CORPORATIONS, AND FOUNDATION TO ADVANCE THE CAPITAL, OPERATING, AND ENDOWMENT PRIORITIES OF MERCY MEDICAL CENTER AS APPROVED BY THE BOARD OF TRUSTEES OF MERCY HEALTH SERVICES. RAISED OVER $2.5 MILLION IN OPERATING SUPPORT FOR THE BENEFIT OF 15,068 INPATIENTS; 4,168 OBSERVATION CASES; 3,986 DELIVERIES; 65,405 PATIENT DAYS OF SERVICE; 63,520 EMERGENCY DEPARTMENT VISITS, AND MORE. SPECIAL ATTENTION WAS GIVEN TO FIVE FOCUS AREAS IDENTIFIED BY MERCY'S COMMUNITY HEALTH NEEDS ASSESSMENT: THE HOSPITAL'S HOMELESS NEIGHBORS; VICTIMS OF ADDICTION AND ABUSE; LOW WEIGHT BIRTHS; CARE COORDINATION; AND HEALTH EDUCATION. 1319713 1319713 0 ENLIST PHILANTHROPIC SUPPORT FROM INDIVIDUALS, CORPORATIONS, AND FOUNDATION TO ADVANCE THE CAPITAL, OPERATING, AND ENDOWMENT PRIORITIES OF STELLA MARIS AS APPROVED BY THE BOARD OF TRUSTEES OF MERCY HEALTH SERVICES. RAISED OVER $1 MILLION IN OPERATING AND CAPITAL SUPPORT FOR THE BENEFIT OF 561 PATIENTS RECEIVING SUBACUTE SERVICES; 1,174 HOSPICE PATIENTS; 1,696 SKILLED HOMECARE PATIENTS; 331 LONG-TERM CARE RESIDENTS, ON AVERAGE, EACH DAY, AND MORE. 7332473 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 7 3 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 MD X JUSTIN DEIBEL 4106592905 301 ST PAUL PLACE BALTIMORE MD 21202 SISTER HELEN AMOS RSM CHAIR 10.00 30.00 X X 0 0 0 MICHAEL BATZA JR VICE CHAIR 0.50 0.50 X X 0 0 0 THOMAS MULLEN PRESIDENT/CEO 2.00 38.00 X X 0 903079 21000 JUSTIN DEIBEL TREASURER 1.50 38.50 X X 0 268124 27000 JOHN TOPPER DIRECTOR 1.50 38.50 X 0 455327 31000 NICHOLAS KOAS SECRETARY 40.00 0.00 X X 0 343654 13850 JOHN F CAVANAUGH DIRECTOR 0.50 0.00 X 0 0 0 0 1970184 92850 0 0 1 0 ENTERTAINMENT HOLDINGS LLC 601 EPRATT ST 6TH FLOOR BALTIMORE MD 21202 FUNDRAISING EVENTS 109687 1 11778 360241 6960454 2432044 7332473 233391 233391 160912 360241 140219 20693 20693 7586557 0 0 254084 7332473 7332473 115143 115143 211299 211299 1394 1394 2437 2437 12160 12160 3517 3517 CONTRACT LABOR 1151380 1151380 OTHER 38886 38886 REPAIR AND MAINTENANCE 26727 26727 8895416 7332473 0 1562943 2153211 2875049 15081879 12642649 68797 68797 0 0 12724696 14460768 29959786 29978466 19022 113 2236940 3731158 2255962 3731271 X 884437 884437 24764394 23307765 2054993 2054993 27703824 26247195 29959786 29978466 X -1308859 452130 -599900 X 0 1 X 1 0 X 7589551 7955955 11637167 8297375 7332473 42812521 7589551 7955955 11637167 8297375 7332473 42812521 11991518 30821003 110282 280238 44999 189610 233391 858520 43671041 0.70580 0.69420 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2054993 2054993 2054993 2054993 2054993 2054993 2054993 2054993 2096636 41643 2054993 1.00000 0 0 68797 68797 0 0 BOARD DESIGNATED INVESTMENTS 14460768 14460768 ANNUITIES 247809 DUE TO RELATED ENTITIES 3483349 3731158 X PART V, LINE 4: ENDOWMENT FUNDS THE PURPOSE OF THE ENDOWMENT IS TO SUPPORT THE HEALTHCARE MINISTRY OF THE SISTERS OF MERCY AT MERCY MEDICAL CENTER AND STELLA MARIS. PART X, LINE 2: MHS, MMC, SMI, MFC, SPPS, MHF AND MSS ARE NOT-FOR-PROFIT ORGANIZATIONS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, AND ARE THEREFORE NOT SUBJECT TO FEDERAL INCOME TAX UNDER CURRENT INCOME TAX REGULATIONS. MHS SUBSIDIARIES OTHERWISE EXEMPT FROM FEDERAL AND STATE TAXATION ARE NONETHELESS SUBJECT TO TAXATION AT CORPORATE TAX AT BOTH THE FEDERAL AND STATE LEVEL ON THEIR UNRELATED BUSINESS INCOME. CURRENT ACCOUNTING STANDARDS DEFINE THE THRESHOLD FOR RECOGNIZING UNCERTAIN INCOME TAX RETURN POSITIONS IN THE FINANCIAL STATEMENTS AS "MORE LIKELY THAN NOT" THAT THE POSITION IS SUSTAINABLE, BASED ON ITS TECHNICAL MERITS, AND ALSO PROVIDE GUIDANCE ON THE MEASUREMENT, CLASSIFICATION, AND DISCLOSURE OF TAX RETURN POSITIONS IN THE FINANCIAL STATEMENTS. MANAGEMENT BELIEVES THERE IS NO IMPACT ON MHS'S ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS RELATED TO UNCERTAIN INCOME TAX POSITIONS. CRAB FEAST 190735 99540 91195 2158 10634 34020 750 12847 STELLA MARIS WINE TASTING 148609 107987 40622 6250 22100 750 18178 2 181808 152713 29095 10838 2746 150 18798 521152 360240 160912 2158 27722 58866 1650 49823 140219 20693 1 MERCY MEDICAL CENTER 301 ST PAUL PLACE BALTIMORE MD 21202 520591658 501(C)(3) 6012760 TO SUPPORT CONSTRUCT STELLA MARIS 301 ST PAUL PLACE BALTIMORE MD 21202 521419602 501(C)(3) 1319713 TO SUPPORT PATIENT S PART I, LINE 2: THE FOUNDATION PROVIDED GRANTS TO MERCY MEDICAL CENTER AND STELLA MARIS, BOTH OF WHICH ARE TAX-EXEMPT ORGANIZATIONS THAT ARE RELATED TO THE FOUNDATION. THE GRANTS WERE PROVIDED TO HELP SUPPORT THE TAX-EXEMPT FUNCTIONS OF EACH OF THOSE ORGANIZATIONS. 0 1 0 0 0 0 0 0 0 THOMAS MULLEN PRESIDENT/CEO 0 740657 0 0 0 162422 0 11500 0 9500 0 924079 0 0 JUSTIN DEIBEL TREASURER 0 264374 0 3750 0 0 0 7500 0 19500 0 295124 0 0 JOHN TOPPER DIRECTOR 0 399827 0 0 0 55500 0 11500 0 19500 0 486327 0 0 NICHOLAS KOAS SECRETARY 0 173977 0 0 0 169677 0 5350 0 8500 0 357504 0 145134 PART I, LINE 3 CEO'S COMPENSATION THE ORGANIZATION RELIED ON A RELATED ORGANIZATION AND THAT RELATED ORGANIZATION USED THE FOLLOWING METHODS TO ESTABLISH THE TOP MANAGEMENT OFFICIAL'S COMPENSATION: 1. COMPENSATION COMMITTEE; 2. INDEPENDENT COMPENSATION CONSULTANT; 3. COMPENSATION SURVEY OR STUDY; AND 4. APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 4B NONQUALIFIED RETIRMENT PLAN A RELATED ORGANIZATION MAINTAINED A NONQUALIFIED PLAN OF DEFERRED COMPENSATION FOR MANAGEMENT AND CERTAIN EMPLOYEES. THE PLAN WAS MAINTAINED FOR A SIGNIFICANT NUMBER OF YEARS, DURING WHICH TIME THE PARTICIPATING INDIVIDUALS MADE NUMEROUS DEFERRALS OF THEIR COMPENSATION INTO THE PLAN. THE PLAN ONLY PERMITTED DEFERRALS TO BE MADE BY SUCH INDIVIDUALS (THAT IS, NO CONTRIBUTIONS WERE MADE BY THE ORGANIZATION). DUE TO CHANGES IN TAX LAWS, THE PLAN WAS TERMINATED AND PARTICIPATING EMPLOYEES ARE BEING PAID AND TAXED ON DISTRIBUTIONS FROM THE PLAN. SCHEDULE J REPORTS THE AMOUNTS DISTRIBUTED, WHICH AMOUNTS WERE REFLECTED AS DEFERRED COMPENSATION IN PRIOR TAX YEARS. THE FOLLOWING INDIVIDUAL RECEIVED DISTRIBUTION FROM THE PLAN DURING THE TAX YEAR: NICHOLAS KOAS: $145,134 X 26 2362835 STOCK EXCHANGE SALE AMOU X TICKETS AND T 39 33959 DONOR PROVIDED FACE X MISC RETAIL I 90 27199 DONOR PROVIDED FACE X GIFT CARDS/CE 90 7333 FACE VALUE X MISC RETAIL I 3 718 DONOR PROVIDED FACE 0 0 0 0 FORM 990, PART VI, SECTION A, LINE 6 MERCY HEALTH SERVICES, INC. ("MHS"), A 501(C)(3) CORPORATION, IS THE SOLE MEMBER OF MERCY HEALTH FOUNDATION, INC. ("MHF"). FORM 990, PART VI, SECTION A, LINE 7A THE PRESIDENT OF MHS AND THE CHAIRPERSON OF THE MHS BOARD SERVE AS EX OFFICIO VOTING MEMBERS OF THE BOARD OF DIRECTORS OF MHF. THE MHS BOARD ELECTS ALL OF THE OTHER MEMBERS OF THE BOARD OF MHF. ALL OF THE MHF BOARD MEMBERS SERVE AT THE PLEASURE OF THE MHS BOARD AND ARE SUBJECT TO REMOVAL BY THE MHS BOARD AT ANY TIME WITH OR WITHOUT CAUSE. FORM 990, PART VI, SECTION A, LINE 7B THE MHS BOARD EXERCISES AUTHORITY OVER MHF THROUGH ITS RIGHT TO APPOINT AND REMOVE MHF BOARD MEMBERS. IN ADDITION, MHS, AS THE MEMBER, IS RESPONSIBLE FOR THE FOLLOWING ACTIONS: A) TO APPOINT MEMBERS TO MHF'S BOARD OF DIRECTORS; B) TO REVIEW AND APPROVE OR DISAPPROVE THE STRATEGIC PLAN, ANNUAL BUDGET AND THE ANNUAL OPERATING GOALS AND OBJECTIVES OF MHF AS RECOMMENDED TO MHS BY MHF'S BOARD OF DIRECTORS; C) TO EVALUATE THE PERFORMANCE OF MHF'S BOARD OF DIRECTORS, OFFICERS, AND OPERATING MANAGEMENT; D) TO REMOVE BOARD MEMBERS OF MHF IN ITS DISCRETION AT ANY TIME; E) TO APPROVE THE MISSION AND VISION THAT GOVERN MHF'S OPERATIONS; AND F) TO MAKE INVESTMENT DECISION CONCERNING MHF'S ASSETS, THROUGH THE MHS FINANCE-INVESTMENT COMMITTEE. ULTIMATELY, THE CORPORATION IS CONTROLLED BY MHS'S 28-PERSON COMMUNITY BOARD, WHICH INCLUDES 24 INDEPENDENT DIRECTORS AS NOTED ABOVE. FORM 990, PART VI, SECTION B, LINE 11 MERCY HEALTH SERVICES, INC. ("MHS"), THE SOLE PARENT OF THE CORPORATION, HAS A POLICY WHICH REQUIRES THE CORPORATION'S 990 TO BE MADE AVAILABLE FOR REVIEW BY THE MHS BOARD AND/OR THE MHS BOARD EXECUTIVE COMMITTEE PRIOR TO ITS FILING. AT ITS MARCH 18, 2015 MEETING, MHS BOARD EXECUTIVE COMMITTEE MEMBERS RECEIVED A COPY OF THE CORPORATION'S DRAFT FORM 990. THE MHS CFO PROVIDED A POWER POINT PRESENTATION REGARDING THE DRAFT AND THERE WAS AN OPPORTUNITY FOR QUESTIONS AND DISCUSSION. FOLLOWING FURTHER REVISION OF THE DRAFT 990 AND PRIOR TO ITS FILING, IT WAS MADE AVAILABLE IN FINAL FORM TO ALL MEMBERS OF THE MHS BOARD AND THE CORPORATION'S BOARD FOR THEIR REVIEW. ANY ADDITIONAL COMMENTS/QUESTIONS FROM BOARD MEMBERS ARE RESPONDED TO PRIOR TO FILING THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C MHS HAS A WRITTEN CONFLICT OF INTEREST POLICY THAT COVERS MHS AND ALL OF ITS DIRECT AND INDIRECT SUBSIDIARIES. THE INDIVIDUALS COVERED UNDER THE POLICY INCLUDE ALL TRUSTEES, DIRECTORS, OFFICERS (INCLUDING ALL SENIOR AND EXECUTIVE VICE PRESIDENTS) AND MEMBERS OF ANY COMMITTEE WITH BOARD-DELEGATED POWERS. UNDER THE POLICY, EACH SUCH PERSON IS REQUIRED TO COMPLETE AN ANNUAL DISCLOSURE FORM REGARDING BUSINESS RELATIONSHIPS THAT HE OR SHE, OR ANY FAMILY MEMBER, HAS WITH ANY ORGANIZATION THAT DOES BUSINESS WITH MHS OR ITS SUBSIDIARIES AND RELATIONSHIPS BETWEEN AND AMONG OFFICERS, TRUSTEES AND DIRECTORS. THE COMPLETED DISCLOSURE FORMS ARE REVIEWED BY THE MHS BOARD CHAIR AND THE MHS CEO OR A DESIGNEE. IN ADDITION TO THE ANNUAL DISCLOSURE, ANY PERSON WHO IS COVERED BY THE CONFLICT OF INTEREST POLICY HAS AN ONGOING OBLIGATION TO DISCLOSE THE EXISTENCE OF ANY ACTUAL OR POTENTIAL CONFLICT TO THE BOARD OR THE BOARD COMMITTEE IN WHICH THE MATTER ARISES. FOLLOWING THE DISCLOSURE, THE PERSON MAY MAKE A PRESENTATION, BUT MUST THEN LEAVE THE MEETING AND THE OTHER MEMBERS OF THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER A CONFLICT EXISTS. UNDER THE POLICY, A CONFLICT OF INTEREST EXISTS WHEN AN INDIVIDUAL'S OWN PERSONAL INTEREST WOULD, OR MAY, INTERFERE WITH HIS OR HER IMPARTIALITY REGARDING THE MATTER. IF A CONFLICT EXISTS, THE PERSON MAY NOT BE PRESENT DURING DELIBERATIONS ON THE MATTER OR VOTE ON IT. THE BOARD OR COMMITTEE, AFTER CONDUCTING SUCH ADDITIONAL DUE DILIGENCE AS IT DETERMINES IS APPROPRIATE, SHALL MAKE A DECISION ON THE MATTER BASED UPON WHETHER THE PARTICULAR PROPOSAL IS FAIR, REASONABLE AND IN THE BEST INTEREST OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION'S BOARD HAS ADOPTED A COMPENSATION POLICY (THE "POLICY") FOR COVERED INDIVIDUALS. PURSUANT TO THE POLICY, A COMPENSATION COMMITTEE OF INDEPENDENT DIRECTORS OF THE BOARD OF THE ORGANIZATION'S PARENT CORPORATION (MERCY HEALTH SERVICES, INC.) WAS ESTABLISHED TO REVIEW THE COMPENSATION OF ALL EMPLOYEES SPECIFIED AS HAVING A SUBSTANTIAL INFLUENCE OVER THE ORGANIZATION AND WHO RECEIVE REMUNERATION FROM THE ORGANIZATION. THE COMPENSATION COMMITTEE IS ADVISED BY AN INDEPENDENT COMPENSATION CONSULTANT, WHICH OPINES TO THE COMPENSATION COMMITTEE THAT THE LEVEL OF COMPENSATION PAID AND THE PROCESS BY WHICH COMPENSATION IS ESTABLISHED MEET APPLICABLE IRS REASONABLENESS AND "SAFE HARBOR" STANDARDS. THE OUTSIDE COMPENSATION CONSULTANT PROVIDES DATA OF COMPENSATION PROVIDED AT SIMILAR ORGANIZATIONS TO ENSURE THAT THE ORGANIZATION DOES NOT COMPENSATE IN EXCESS OF MARKET NORMS. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS OF THE ORGANIZATION, ITS CONFLICTS OF INTEREST POLICY, AND ITS FINANCIAL STATEMENTS ARE AVAILABLE FROM THE ORGANIZATION UPON REQUEST. FORM 990, PART XI, LINE 9: ASSETS RELEASED FROM RESTRICTION -169,062. DIRECT AP CHARGES TO FOUNDATION ASSETS -430,833. ROUNDING -5. PART VI, LINE 1B MERCY HEALTH SERVICES, INC. ("MHS"), A 501(C)(3) CORPORATION, IS THE SOLE MEMBER OF MERCY HEALTH FOUNDATION, INC. ("MHF"). MHS IS GOVERNED BY A 28-PERSON BOARD OF TRUSTEES ("MHS BOARD"), OF WHOM 24 ARE INDEPENDENT BOARD MEMBERS. THE BOARD OF DIRECTORS OF MHF IS CURRENTLY MADE OF 7 DIRECTORS. THE PRESIDENT OF MHS AND THE CHAIRPERSON OF THE MHS BOARD SERVE AS EX OFFICIO DIRECTORS OF MHF. NON-EX-OFFICIO DIRECTORS ARE ELECTED AT THE ANNUAL MEETING OF THE MHS BOARD. ANY MHF DIRECTOR MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY MHS. THREE OF THE MHF DIRECTORS ARE INDEPENDENT. MERCY MEDICAL CENTER 301 ST PAUL PLACE BALTIMORE MD 21202 520591658 HOSPITAL MD 501(C)(3) 170B1A(III) MHS 1 STELLA MARIS 2300 DULANEY VALLEY RD TIMONIUM MD 21093 521419602 NURSING FACIL MD 501(C)(3) 509(A)(2) MHS 1 MERCY HEALTH SERVICES INC 301 ST PAUL PLACE BALTIMORE MD 21202 522173382 SUPPORT MD 501(C)(3) 509(A)(3) N/A 0 ST PAUL PLACE SPECIALISTS 301 ST PAUL PLACE BALTIMORE MD 21202 521495113 SPECIALTY CAR MD 501(C)(3) 170B1A(III) MHS 1 MARYLAND FAMILY CARE INC 301 ST PAUL PLACE BALTIMORE MD 21202 522046586 MEDICAL SERVI MD 501(C)(3) 170B1A(III) MHS 1 VASCULAR SPECIALTY SERVICES INC 341 N CALVERT STREET SUITE 200 BALTIMORE MD 21202 521995474 MEDICAL PRACT MD MHS C 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 1 1 1 MERCY MEDICAL CENTER R 888862 FMV MERCY MEDICAL CENTER O 1167554 FMV MERCY MEDICAL CENTER Q 837856 FMV MERCY MEDICAL CENTER M 221893 FMV