2013-08-12T18:47:00-05:00 2012-09-30 861065772 DELOITTE TAX LLP 2 JERICHO PLAZA JERICHO NY 11753 990 2011-10-01 042794625 SOUTHCOAST HEALTH SYSTEM INC SOUT 5089615000 C/O ACCOUNTING DEPT 101 PAGE ST NEW BEDFORD MA 02740 GARY CONNER 5089615000 2013-08-01 1 CHRISTINE KAWECKI P00743140 5169187000 2013-07-31 2011 2016-02-24 21:20:13Z KEITH HOVAN C/O ACCOUNTING DEPT 101 PAGE ST NEW BEDFORD MA 02740 22226928 0 X WWW.SOUTHCOAST.ORG X 1986 MA SEE SCHEDULE O. 17 16 0 0 -3911 -3911 0 0 0 0 8753973 4716158 0 0 8753973 4716158 0 0 0 0 0 0 0 0 0 6660923 6061045 6660923 6061045 2093050 -1344887 104753339 101735762 1494721 1787773 103258618 99947989 SEE SCHEDULE O. 0 0 5804257 0 SEE SCHEDULE O. 5804257 1 0 0 0 0 0 0 0 0 0 1 1 0 0 0 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 1 1 1 1 0 0 1 1 0 1 0 1 1 1 NL 0 0 0 0 0 0 0 0 0 X 17 16 0 0 1 0 0 0 0 1 1 0 1 1 1 1 1 1 1 1 0 0 0 MA X KEITH HOVAN 5089615000 101 PAGE ST NEW BEDFORD MA 02740 X MAUREEN SYLVIA ARMSTRONG 1.00 X 0 0 0 M WAJID BAIG MD 1.00 X 0 5000 0 DOUGLAS BEATON 1.00 X 0 0 0 R WILLIAM BLASDALE 1.00 X 0 0 0 PETER BULLARD ESQ 1.00 X X 0 0 0 CHRISTOPHER CHENEY MD 1.00 X 0 0 0 KEITH HOVAN 1.00 X X 0 1038235 424247 ELIZABETH KUNZ 1.00 X X 0 0 0 ELIZABETH O'NEILL LASTAITI 1.00 X 0 0 0 JEAN MACCORMACK 1.00 X X 0 0 0 PAMELA MCNAMARA 1.00 X 0 0 0 STEVEN MENDES MD 1.00 X 0 15000 0 CARL RIBEIRO 1.00 X 0 0 0 JASON RUA 1.00 X 0 0 0 GILBERT SHAPIRO MD 1.00 X 0 0 0 CARL TABER 1.00 X 0 0 0 ROBERT TRIPP JR DO 1.00 X 0 0 0 WILLIAM GRIGG 1.00 X 0 582452 105088 LINDA BODENMANN 1.00 X 0 624370 179370 GARY CONNER 1.00 X 0 0 0 JOHN DAY 0.00 X 0 773852 183287 RONALD GOODSPEED MD 0.00 X 0 5809037 0 0 8847946 891992 0 1 1 0 0 2151292 -3911 2155203 20075636 17510770 2564866 2564866 2564866 4716158 0 -3911 4720069 98177 98177 45224 45224 211564 211564 258551 258551 84049 84049 143196 143196 ADMINISTRATIVE FEES 4050235 4050235 0 0 STRATEGIC PLANNING AND 1126616 1126616 0 0 MISCELLANEOUS 43433 43433 0 0 6061045 5804257 256788 0 1309364 3650478 532693 436176 284095 284091 143200 4 81590952 79495594 19547028 16516313 1320000 1320000 310102 317197 104753339 101735762 1494721 1787773 0 1494721 1787773 X 103258618 99947989 0 0 103258618 99947989 104753339 101735762 X -1344887 -1965742 X X 0 1 1 X 0 X X X 0 0 0 SOUTHCOAST HOSPITALS GROUP INC 222592333 3 1 1 0 SOUTHCOAST PHYSICIANS GROUP INC 222703314 9 0 1 11752678 SOUTHCOAST VENTURES INC 043003172 11 0 1 1 692923 3 12445601 4 4 284091 284091 0 4 (A) ALTERNATIVE INVESTMENTS- FAIR MARKET VALUE 4700340 F (B) ALTERNATIVE INVESTMENTS- COST 11815973 C 16516313 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: SHS ADOPTED FIN48 IN FISCAL YEAR 2008. THERE IS NO FOOTNOTE DISCLOSURE IN ITS FISCAL SEPTEMBER 30, 2012 CONSOLIDATED AUDITED FINANCIAL STATEMENTS SINCE THE ADOPTION OF FIN48 WAS NOT MATERIAL. CENTRAL AMERICA & THE CARIBBEAN 0 6 PROGRAM SERVICES CAPTIVE INSURANCE 1188800 0 6 0 0 0 6 1188800 0 1188800 1 0 1 0 0 0 0 1 0 0 0 0 0 0 0 KEITH HOVAN 0 756500 0 213469 0 68266 0 407073 0 17174 0 1462482 0 0 WILLIAM GRIGG 0 419260 0 77166 0 86026 0 87914 0 17174 0 687540 0 0 LINDA BODENMANN 0 443787 0 84778 0 95805 0 165469 0 13901 0 803740 0 0 JOHN DAY 0 369000 0 100000 0 304852 0 174700 0 8587 0 957139 0 0 RONALD GOODSPEED MD 0 0 0 0 0 5809037 0 0 0 0 0 5809037 0 0 PART I, LINE 1A SHS DOES NOT EMPLOY ANY INDIVIDUALS. OFFICERS, DIRECTORS AND TRUSTEES OF SHS RECEIVE NO COMPENSATION FOR THEIR ROLES IN THESE CAPACITIES. OFFICERS, DIRECTORS 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, OR AS PART OF A DEFERRED COMPENSATION ARRANGEMENT. PART I, LINE 4B FORMER SOUTHCOAST HOSPITALS GROUP, INC. (SOUTHCOAST) PRESIDENT & CEO RONALD GOODSPEED, MD RECEIVED DISTRIBUTIONS TOTALING $5,809,037 IN RECOGNITION OF PREVIOUSLY DEFERRED COMPENSATION DUE TO THE RELEASE OF HIS SPLIT DOLLAR LIFE INSURANCE POLICY. THIS AMOUNT WAS REPORTED IN HIS FORM W-2, BOX 5, AND IN COLUMN B(III). OFFICERS, DIRECTORS AND TRUSTEES WHO ARE EMPLOYEES OF SOUTHCOAST PARTICIPATE IN SOUTHCOAST'S 457(F) SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. ONLY UPON TERMINATION OF EMPLOYMENT DO FULLY VESTED PARTICIPANTS RECEIVE DISTRIBUTIONS FROM THE PLAN. THE AMOUNT REFLECTED IN COLUMN B(III) FOR THE FOLLOWING INDIVIDUALS INCLUDES THE VESTED PORTION OF CONTRIBUTIONS MADE TO THE PLAN WHICH ARE NO LONGER SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE. THE AMOUNTS OUTLINED HEREIN WERE INCLUDED IN EACH INDIVIDUAL'S 2011 FORM W-2, BOX 5 AS TAXABLE MEDICARE WAGES: KEITH HOVAN $58,659; WILLIAM GRIGG $76,180; LINDA BODENMANN $89,111; JOHN DAY $136,999. THE DEFERRED COMPENSATION AMOUNT IN COLUMN C FOR THE FOLLOWING INDIVIDUALS INCLUDES UNVESTED BENEFITS IN THE 457(F) PLAN WHICH IS SUBJECT TO A SUBSTANTIAL RISK OF COMPLETE FORFEITURE AND ACCORDINGLY, THE INDIVIDUALS MAY NEVER ACTUALLY RECEIVE THE UNVESTED BENEFIT AMOUNT. THE AMOUNTS OUTLINED HEREIN WERE NOT INCLUDED IN THE INDIVIDUAL'S 2011 FORM W-2, BOX 5, AS TAXABLE WAGES: KEITH HOVAN $173,173; WILLIAM GRIGG $73,214; LINDA BODENMANN $85,769. ALSO INCLUDED IN COLUMN C BUT NOT INCLUDED IN THE INDIVIDUAL'S FORM W-2, BOX 5, WERE CONTRIBUTIONS MADE TO SERP AGREEMENTS OF $219,200 FOR KEITH HOVAN AND $65,000 FOR LINDA BODENMANN AND A $160,000 CONTRIBUTION TO THE SPLIT DOLLAR AGREEMENT FOR JOHN DAY, FORMER PRESIDENT & CEO OF SOUTHCOAST HEALTH SYSTEM, INC. PART I & PART III, LINE 1 TO CARE FOR AND IMPROVE THE HEALTH AND PROMOTE THE WELLNESS OF THE INDIVIDUALS AND COMMUNITIES SERVED AND 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 III, LINE 4A 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 SOUTHCOAST HEALTH SYSTEM, INC. (SHS). FORM 990, PART VI, SECTION A, LINE 1 MEMBERS OF THE BOARD WITH THE DESIGNATION OF PRESIDENT EMERITUS AND TRUSTEE EMERITUS ARE NOT ENTITLED TO VOTE OR BE CONSIDERED FOR THE PURPOSE OF ESTABLISHING A QUORUM AT ANY MEETING OF THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 4 THE SYSTEM'S PROCESS FOR APPOINTING ANY TRUSTEE TO THE BOARD WOULD BE UNIFORM AND WOULD INCLUDE A REVIEW AND INTERVIEW PROCESS OVERSEEN BY THE GOVERNANCE COMMITTEE AND APPROVED BY THE GOVERNANCE COMMITTEE AND THE BOARD OF TRUSTEES. OTHER CHANGES MADE TO THE SYSTEM'S BYLAWS INCLUDED RENAMING THE PHYSICIANS RELATIONS COMMITTEE TO THE MEDICAL AFFAIRS/PHYSICIANS RELATIONS COMMITTEE AND UTILIZING EMAIL AS AN ACCEPTABLE MEANS OF NOTIFICATION. FORM 990, PART VI, SECTION B, LINE 11 THE GOVERNING BOARD OF SHS REVIEWS FORM 990 AND ALL OF ITS RELATED SCHEDULES PRIOR TO FILING. THE REVIEEW IS PERFORMED BY THE GOVERNING BOARD AS IT PROVIDES DIRECT OVERSIGHT FOR COMPENSATION AND CONFLICT OF INTEREST MATTERS ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES ON A SYSTEM WIDE BASIS. A COMPLETE COPY OF FORM 990 AND ITS SCHEDULES ARE POSTED TO THE SHS BOARD'S WEBSITE PORTAL FOR ALL BOARD MEMBERS TO REVIEW, MAKE INQUIRIES AND HAVE ANY ADJUSTMENTS MADE PRIOR TO FILING. 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, DIRECTORS AND VOLUNTEERS (REFERRED TO AS "MEMBERS"). THE PRESIDENT OF SHS IS RESPONSIBLE FOR INFORMING ALL MEMBERS OF THIS POLICY. THE CHAIRPERSON OF SHS'S BOARD IS RESPONSIBLE FOR MAKING AN INITIAL DETERMINATION AS TO WHETHER A POTENTIAL CONFLICT OF INTEREST EXISTS WITH RESPECT TO ANY TRUSTEE, OFFICER OR DIRECTOR OF SHS OR ANY OF ITS AFFILIATES. THE PRESIDENT OF SHS IS RESPONSIBLE FOR MAKING AN INITIAL DETERMINATION AS TO WHETHER A POTENTIAL CONFLICT OF INTEREST EXISTS AS TO ANY MEMBER OTHER THAN A TRUSTEE OR DIRECTOR. IN THE EVENT OF A POTENTIAL CONFLICT RELATING TO THE CHAIRPERSON OF SHS, THE MATTER IS TO BE REPORTED TO THE PRESIDNET OF SHS AND REFERRED AUTOMATICALLY TO SHS'S GOVERNANCE COMMITTEE FOR DETERMINATION AS TO WHETHER A POTENTIAL CONFLICT OF INTEREST EXISTS. IN THE EVENT THE AFFECTED MEMBER DISGREES WITH THE INITIAL DETERMINATION OF THE CHAIRPERSON OR PRESIDENT, AS APPLICABLE, THEN UPON REQUEST, HE OR SHE MAY BE AFFORDED THE OPPORTUNITY TO DISCUSS THE ISSUE WITH THE SHS GOVERNANCE COMMITTEE WHICH WILL HAVE FINAL AUTHORITY IN ITS SOLE DISCRETION TO DETERMINE WHETHER A POTENTIAL CONFLICT OF INTEREST EXISTS. THE AFFECTED MEMBER, IF A MEMBER OF THE GOVERNANCE COMMITTEE, MUST REMOVE HIMSELF FROM THE ROOM DURING ANY DISCUSSION OF THE MATTER (AFTER HIS INITIAL PRESENTATION) AND REFRAIN FROM PARTICIPATING IN ANY VOTE OR OTHER DECISION MAKING REGARDING THE MATTER. THE MINUTES OF THE MEETING SHOULD REFLECT THAT A FULL AND ACCURATE DISCLOSURE WAS MADE, THAT THE MEMBER ABSTAINED FROM VOTING OR DECISION MAKING AND THAT A QUORUM WAS OTHERWISE PRESENT. VIOLATION OF THIS POLICY IS TO BE REVIEWED ANNUALLY BY THE BOARD AND IS TO BE ADVISED OF THE POLICY PRIOR TO SELECTION AS A MEMBER AND IS REQUIRED TO FILE WITHIN 30 DAYS THEREAFTER, THE CONFLICT OF INTEREST DISCLOSURE STATEMENT OR QUESTIONNAIRE. SHS DOES NOT EMPLOY ANY INDIVIDUALS AND ALL MEMBERS OF ITS BOARD OF TRUSTEES SERVE IN THESE CAPACITIES WITHOUT COMPENSATION. FORM 990, PART VI, SECTION C, LINE 19 SHS MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC BY PROVIDING THEM UPON REQUEST. AVG HOURS WORKED FOR RELATED ORG FORM 990 - PART VII KEITH HOVAN, GARY CONNER, WILLIAM GRIGG AND LINDA BODENMANN WORK 40 HOURS PER WEEK AT A RELATED ORGANIZATION. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 10,517,674. TRANSFERS TO AFFILIATES -12,445,601. BOOK TO TAX ADJUSTMENT -37,815. TOTAL TO FORM 990, PART XI, LINE 5: -1,965,742. EXPLANATION OF FINANCIAL STATEMENTS: FORM 990, PART XII, LINE 2A & 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, 2012 AND 2011 WHICH WERE ISSUED WITH AN INDEPENDENT AUDITOR'S REPORT WITH AN UNQUALIFIED OPINION. INCLUDED IN THESE AUDITED FINANCIAL STATEMENTS IS SUPPLEMENTAL CONSOLIDATED INFORMATION AS OF AND FOR THE YEARS ENDED SEPTEMBER 30, 2012. NO STAND ALONE AUDIT AUDITED FINANCIAL STATEMENTS WERE ISSUED FOR SHS FOR THE YEAR ENDED SEPTEMBER 30, 2012. IDENTIFICATION OF DISREGARDED ENTITY R-1 SCH R, PART I SHS IS THE SOLE MEMBER OF SOUTHCOAST ACCOUNTABLE CARE ORGANIZATION, LLC WHICH WAS ORGANIZED IN MASSACHUSETTS ON AUGUST 30, 2012. FORM 990 - PART V - LINE 4A: SHS OWNS 100% INTEREST IN COASTLINE PROFESSIONAL ASSURANCE CORPORATION, LTD (CPAC) WHICH IS DOMICILED IN THE CAYMAN ISLANDS. SHS OWNS INTERESTS IN VARIOUS INVESTMENT PARTNERSHIPS WHERE HIRED INVESTMENT MANAGERS HAVE THE AUTHORITY TO INVEST ON BEHALF OF SHS. SHS ALSO OWNS LIMITED LIABILITY INTERESTS IN INVESTMENT PARTNERSHIPS WHERE THE GENERAL PARTNER HAS THE AUTHORITY TO INVEST. TRANSFERS OF FUNDS THROUGH THESE INVESTMENT PARTNERSHIPS WERE MADE TO CORPORATIONS IN THE FOLLOWING COUNTRIES: BRITISH VIRGIN ISLANDS, UNITED KINGDOM, CHINA, GUERNSEY, CANADA, FRANCE, GERMANY, ITALY, NETHERLANDS, BERMUDA, JAPAN, CAYMAN ISLANDS, INDIA, SPAIN, LUXEMBOURG, CYRPUS, BRAZIL, CHILE, MEXICO, JERSEY, AUSTRALIA, NORWAY, CHANNEL ISLANDS, SWEDEN, POLAND, ROMANIA, RUSSIA AND LIBERIA. SOUTHCOAST ACCOUNTABLE CARE ORGANIZATION LLC C/O SOUTHCOAST HEALTH SYSTEM INC 10 NEW BEDFORD MA 027403464 611577608 ACCOUNTABLE CARE ORGANIZATION MA 0 0 SOUTHCOAST HEALTH SYSTEM INC SOUTHCOAST HOSPITALS GROUP INC 101 PAGE ST NEW BEDFORD MA 02740 222592333 ACUTE CARE HOSPITAL MA 501(C)(3) LINE 3: 170(B)(1)(A) SHS 1 SOUTHCOAST PHYSICIANS GROUP INC 200 MILL RD STE 180 FAIRHAVEN MA 02719 222703314 PHYSICIAN SERVICES MA 501(C)(3) LINE 9: 509(A)(2) SHS 1 SOUTHCOAST VENTURES INC 101 PAGE ST NEW BEDFORD MA 02740 043003172 PHYSICIAN SERVICES/HEALTHCARE MA 501(C)(3) LINE 11, TYPE I: 509 SHS 1 CHARLTON LONG TERM CARE SERVICES INC 363 HIGHLAND AVE FALL RIVER MA 02720 043109579 SUPPORT SHG MA 501(C)(3) LINE 11, TYPE I: 509 SHS 1 SOUTHCOAST VISITING NURSE ASSOCIATION INC 200 MILL RD FAIRHAVEN MA 02719 042105745 HOME CARE SERVICES MA 501(C)(3) LINE 9: 509(A)(2) SHS 1 SAINT LUKE'S NURSING HOME INC 101 PAGE ST NEW BEDFORD MA 02740 042984542 INACTIVE MA 501(C)(3) LINE 11, TYPE I: 509 SHS 1 COASTLINE PROFESSIONAL ASSURANCE CORPORATION LTD PO BOX 1085 GRAND CAYMAN CAYMAN ISLES CJ KY1-1102 980445031 INSURANCE CJ -336143 38396539 SOUTHCOAST PHYSICIANS NETWORK INC 101 PAGE ST NEW BEDFORD MA 02740 450568782 NETWORK SVCS MA -211864 3199097 HEALTH MANAGEMENT INITIATIVES INC 363 HIGHLAND AVE FALL RIVER MA 02720 042998712 COMM RENTALS MA 135303 3365499 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 HEALTH MANAGEMENT INITIATIVES INC A 34301 COST SOUTHCOAST PHYSICIANS GROUP INC Q 11752678 COST SOUTHCOAST VENTURES INC Q 692923 COST SCHEDULE R, PART V ALL TRANSACTIONS REPORTED WERE CASH TRANSACTIONS, THEREFORE, COST/ACTUAL CASH VALUE WAS THE METHOD USED.