2021-02-04T17:06:39-06:00 2020-06-30 010494526 BAKER NEWMAN & NOYES LLC 650 ELM STREET SUITE 302 MANCHESTER NH 03101 990 2019-07-01 020456218 Foundation Medical Partners FOUN 6035772000 8 Prospect Street Nashua NH 030603928 Robert Dorf DO President of FMP 6035772000 2020-12-03 1 Nicholas E Porto P01310283 8002447444 2020-12-03 2019 2022-09-23 18:48:47Z Robert Dorf DO 8 Prospect Street Nashua NH 030603928 117018082 0 X www.snhhs.org X 1992 NH The Organization is dedicated to providing exceptional care that improves the health and well-being of individuals and communities we serve. 14 11 1212 11 0 0 0 0 92753417 115675283 0 0 1026903 1342799 93780320 117018082 0 0 0 0 85995768 113403922 0 0 0 35798102 46076008 121793870 159479930 -28013550 -42461848 49368758 50683382 50111831 61913520 -743073 -11230138 X The Organization is dedicated to providing exceptional care that improves the health and well-being of individuals and communities we serve. The Organization is a provider of choice, delivering convenient access to high value, quality care in an environment that embraces dignity, compassion and service to the people of our community. 0 0 149516241 0 117018082 Health Care Services 149516241 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 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 50 0 1 1212 1 0 0 0 0 0 0 0 0 0 0 0 0 X 14 11 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NH MA X Paul Trainor 6035772000 8 Prospect Street Nashua NH 030603928 Michael S Rose SNHHS Pres./CEO & Sec. (end 6/2020) 1.00 42.00 X X 0 1021323 138979 Mollie A MacCormack MD Physician 40.00 0.00 X 1007106 0 42062 Tung T Nguyen MD Physician 40.00 0.00 X 884306 0 66146 Michael R Kaczanowski MD Physician 40.00 0.00 X 690389 0 57131 Karen Maynard MD Physician 40.00 0.00 X 671946 0 54379 Paul F Boffetti MD Physician 40.00 0.00 X 633638 0 59260 Michael J DeLeo III MD Chief Medical Officer 40.00 0.00 X 549785 0 60940 Susan DeSocio Pres. Fnd Medical Ptrs. (end 12/19) 1.00 42.00 X X 0 555501 72411 Paul Trainor Senior VP & CFO SNHHS, Treasurer 1.00 43.00 X 0 499991 48255 Robert Dorf DO Pres. Foundation Medical Partners 1.00 42.00 X X 431753 0 43625 Marc Sadowsky MD Trustee 1.00 9.00 X 0 39200 0 Colin T McHugh SNHHS Interim President 1.00 43.00 X X 0 25270 2025 Melliyal Annamalai Trustee 1.00 3.00 X 0 0 0 Robert B Eisenberg Trustee (end 1/2020) 1.00 2.00 X 0 0 0 Mary Jordan Trustee 1.00 3.00 X 0 0 0 Joseph N Laplante Trustee 1.00 3.00 X 0 0 0 Mary Prindle Trustee 1.00 3.00 X 0 0 0 Rachel Rowe Trustee 1.00 3.00 X 0 0 0 Marlene Santiago MD Trustee 1.00 3.00 X 0 0 0 Charla B Stevens Esq Trustee 1.00 3.00 X 0 0 0 John J Sullivan Trustee 1.00 3.00 X 0 0 0 Timothy C Sullivan Esq Trustee 1.00 3.00 X 0 0 0 Timothy J Whitaker Board Chair 1.00 3.00 X X 0 0 0 Thomas A Pursch Board Vice Chair 1.00 3.00 X X 0 0 0 4868923 2141285 645213 249 0 1 1 CHG Companies Inc PO Box 972651 Dallas TX 75397 Professional services 552390 Electromedical Associates Inc PO Box 473 Amherst NH 03031 Collection services 402029 Medicus Radiology Services LLC 22 Roulston Road Windham NH 03087 Professional services 340982 Virtual Radiologic Corp 11995 Singletree Lane Ste 5000 Minneapolis MN 55344 Professional services 221472 David Gossman 8 Prospect Street Nashua NH 03060 Medical services 182400 6 Offices of physicians 621110 120664453 120664453 Provision for bad debt 621110 -4989170 -4989170 115675283 1342799 0 1342799 1342799 1342799 117018082 117018082 0 0 1120717 1120717 92906282 88516668 4389614 4706860 4442082 264778 9212192 8710452 501740 5457871 5138619 319252 13293135 10978198 2314937 105301 99142 6159 450316 423971 26345 7156908 6884502 272406 560401 495162 65239 294548 294548 1433113 1175799 257314 2114539 2114539 Drugs/medical supplies 19371199 19295895 75304 Telephone 490445 435153 55292 Physician recruitment 477574 477574 Linen and laundry 204204 204160 44 124325 124325 159479930 149516241 9963689 0 -597515 11153322 9138406 788820 959299 1139507 1680221 23292265 15795364 8632450 7496901 28252174 31408555 49368758 50683382 4107041 7906782 0 137349 4591040 4306017 41413750 49563372 50111831 61913520 X -743073 -11230138 -743073 -11230138 49368758 50683382 X -42461848 31974783 X X 0 1 X 1 0 X 102625995 106314095 114160768 93780320 117018082 533899260 102625995 106314095 114160768 93780320 117018082 533899260 0 0 0 533899260 102625995 106314095 114160768 93780320 117018082 533899260 1.00000 1.00000 0.00000 X 470501 470501 7091866 3501614 3590252 8766276 7321104 1445172 6963622 4972646 1990976 7496901 Pension and insurance obligations 31363451 Long-term portion of sign-on-bonus 45104 31408555 Accrued pension liability 31363451 Accrued payroll liability 10160763 Malpractice obligations 1222115 Accrued benefits 852594 Other liabilities 50872 Accrued Medicare accelerated payments 5000000 Employer social security liabilities 913577 49563372 X Part X, Line 2: The System, Medical Center and Foundation are not-for-profit corporations as described in Section 501(c)(3) of the Internal Revenue Code, and are exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. The Legacy Trust, a new corporate-entity for which the System is the sole corporate member, received its IRS Determination Letter approving its tax-exempt status in the fall of 2020. Management evaluated the System's tax positions and concluded the System has maintained its tax-exempt status, does not have any significant unrelated business income and has taken no uncertain tax positions that require adjustment to the consolidated financial statements. 1 1 0 0 0 0 0 1 0 Michael S Rose SNHHS Pres./CEO & Sec. (end 6/2020) 0 665044 0 307156 0 49123 0 108421 0 30558 0 1160302 0 0 Mollie A MacCormack MD Physician 1005296 0 1000 0 810 0 39244 0 2818 0 1049168 0 0 0 Tung T Nguyen MD Physician 863064 0 1000 0 20242 0 37393 0 28753 0 950452 0 0 0 Michael R Kaczanowski MD Physician 652509 0 18070 0 19810 0 25732 0 31399 0 747520 0 0 0 Karen Maynard MD Physician 668840 0 1000 0 2106 0 15333 0 39046 0 726325 0 0 0 Paul F Boffetti MD Physician 598574 0 12500 0 22564 0 27425 0 31835 0 692898 0 0 0 Michael J DeLeo III MD Chief Medical Officer 499021 0 31278 0 19486 0 22053 0 38887 0 610725 0 0 0 Susan DeSocio Pres. Fnd Medical Ptrs. (end 12/19) 0 356438 0 159114 0 39949 0 68221 0 4190 0 627912 0 0 Paul Trainor Senior VP & CFO SNHHS, Treasurer 0 357510 0 107292 0 35189 0 45689 0 2566 0 548246 0 0 Robert Dorf DO Pres. Foundation Medical Partners 373459 0 57500 0 794 0 11200 0 32425 0 475378 0 0 0 Part I, Lines 4a-b Schedule J, Part 1, Line 4a: both Michael Rose and Susan DeSocio, who served as the President & CEO and the FMP President for the Southern New Hampshire Medical Center (a related organization), respectively, began receiving severance payments from the Center in the 2020 calendar year. Michael Rose is entitled to receive bi-weekly severance payments of normal base compensation as reported in Schedule J, Part II, Column B(i) between July 10, 2020 and December 24, 2021. Mr. Rose's severance package will be included in his W-2 taxable wages. Susan DeSocio receives bi-weekly severance payments of normal base compensation as reported in Schedule J, Part II, Column B(i) between November 23, 2019 and November 27, 2020. Ms. DeSocio's total severance package will be included in her W-2 taxable wages. Schedule J, Part I, Line 4b: A related organization, SNHMC, provides a Supplemental Employee Retirement Plan, a 457(f) plan, to certain executives. Funding for this plan during the year was provided as follows: Susan DeSocio - $68,221, Michael S. Rose - $97,221, Paul Trainor - $34,489. FMP provides a Supplemental Employee Retirement Plan, a 457(f) plan, to certain providers. Funding for this plan during the year was provided as follows: Robert Dorf - $18,150; Michael J. DeLeo - $16,453; Karen Maynard - $9,733; Tung T. Nguyen - $31,793; Paul F. Boffetti - $21,825; Mollie A. MacCormac - $33,644; Michael R. Kaczanowski - $20,132. Part I, Line 7 Foundation Medical Partners providers participate in an incentive compensation plan. Payments are made under the Plan upon providers meeting certain productivity and quailty goals. Total payments under the Plan are subject to a maximum cap. The maximum possible incentive payment available under the Plan is considered by the organization's compensation committee when determining the reasonableness of compensation paid. There is an additional compensation plan available to managers, directors, and senior management that is part of their annual performance plan. The plan takes into consideration quality measures, patient satisfaction, individual goals, budget adherence, and overall organizational performance. The range and overall pool is reviewed and approved by the Board of Trustees. The amount designated for the CEO and CFO are considered in the compensation consultant's analysis of executive compensation. Part I, Line 3: The President of Foundation Medical Partners (FMP) is paid by a related organization, Southern New Hampshire Medical Center (SNHMC). SNHMC uses a compensation committee, independent compensation consultant, a compensation survey, and approval by the board or compensation committee to establish the compensation of the organization's CEO. Unrelated Organization Compensation Marc Sadowsky, who serves on the Board of Directors for Foundation Medical Partners, is also the Medical Director of the Southern New Hampshire Medical Center's Electro Convulsive Therapy (ECT) unit. During Calendar year 2019 the Medical Center paid New England Neurological Association $12,500 for ECT and $26,700 for weekend coverage provided by Dr.Sadowsky to Southern New Hampshire Health System. Form 990, Part VI, Section A, line 3 In June of 2020, at the end of the Organization's fiscal year covered by this tax filing period, Michael S. Rose, the President and CEO of the Organization, resigned from his position with the Organization. Colin McHugh, who is the VP of Value Innovation at SolutionHealth, a related tax-exempt entity, has been hired to serve the Organization as an Interim President until such time as a permanent replacement for Mr. Rose can be found; McHugh began spending a portion of his working time with Organization in October of 2019. While Mr. McHugh serves the Organization as its Interim President, a portion of Mr. McHugh's SolutionHealth compensation will be charged to the Southern New Hampshire Health System as a management fee. For the calendar year ending December 31, 2019, SolutionHealth charged the Center a total of $30,029 ($25,270 to cover McHugh's salary and wages; $2,025 for nontaxable benefits, and $2,734 for payroll taxes) for his services to the Southern New Hampshire Health System. The management fee was paid directly by the Southern New Hampshire Medical Center back to SolutionHealth. Accordingly, McHugh's compensation, as paid by the Center, has been reflected on the Organization's Form 990, Part VII, and is included in Part IX, Line 5. Form 990, Part VI, Section A, line 6 The sole corporate member of the Foundation is Southern New Hampshire Health System, Inc. Form 990, Part VI, Section A, line 7a Southern New Hampshire Health System, Inc. is the sole corporate member of the Foundation Medical Partners, Inc. and the two organizations have overlapping boards with one additional member on the Foundation Medical Partners Inc.'s board--the President of the Foundation Medical Partners, Inc. who serves as ex-officio but not on the board of Southern New Hampshire Health Systems, Inc. Form 990, Part VI, Section A, line 7b The sole Member, Southern New Hampshire Health System, Inc. (SNHHS), may consider any issue that may properly come before any meeting of Foundation Medical Partners (the Foundation). In addition, to any rights and powers conferred on SNHHS by law or these bylaws, the Foundation, and in the bylaws of SNHHS, SNHHS shall, after due consultation with the Board of Trustees of the Foundation: (a) appoint and remove, the President/Chief Executive Officer of the Foundation, subject to ratification of the Board of Trustees of the Foundation; (b) conduct system-wide strategic planning encompassing all corporations, including the Foundation, of which SNHHS is the sole corporate member and periodically develop, adopt, and periodically amend or revise a system-wide strategic plan that, among other things, established strategic priorities for the Foundation; (c) conduct system-wide financial and capital planning encompassing all corporations, including the Foundation, of which SNHHS is the sole corporate member and periodically develop, adopt, and periodically amend or revise system-wide financial plans and operating and capital improvements budget that, among other things, establish financial and budgetary priorities of the Foundation; (d) periodically conduct by appropriate means an evaluation of the performance of each member of a board of trustees of all corporations, including the Foundation, of which SNHHS is the sole corporate member, the results of which shall be used by the SNHHS Governance Committee to determine the Trustee's continued service on such board of trustees. The business and affairs of the Foundation shall be managed by its board of trustees. The Foundation's board, however, shall not, without approval of SNHHS: (a) elect or appoint the members of the Foundation's Board of Trustees or remove such person serving from time to time in that capacity; (b) adopt or amend the Foundation's Mission Statement; (c) adopt, amend or waive any material provision of the Foundation's strategic plan or any annual operating plan or budget; (d) incur indebtedness for borrowed money or enter into any capital lease obligation, in either case, that has not been specifically set forth in a written operating budget approved previously by the Member where the amount of the obligation exceeds $1,000,000 in amount; (e) enter into, agree to enter into or otherwise approve of any transaction including an incorporation, merger, consolidation, affiliation, dissolution, liquidation or sale of substantially all of the assets of the Foundation; (f) authorize expenditures contained in a capital and operating budget, even if previously approved by the Board of Trustees of the Foundation; (g) approve, adopt or enter into a professional or general services contract where the annual expense to the Foundation exceeds $1,000,000 and that has not previously been approved in the Foundation's annual budget; (h) amend the Articles of Agreement or these Bylaws; (i) acquire or agree to acquire by merging, consolidating with or by purchasing substantially all of the assets of any business or corporation, partnership, joint venture, association, business organization or division thereof, except with respect to an entity that is engaged in operating or maintaining a medical practice; and (j) elect or remove officers of the Foundation. Form 990, Part VI, Section B, line 11b A copy of the 990 was presented to the full Board and approved by the Finance Committee of the Board of Trustees prior to submission. Form 990, Part VI, Section B, line 12c The organization requires all its personnel, including Leaders, to formally acknowledge that they have read and will abide by the Code of Conduct, which includes the conflict of interest policy. The Foundation monitors compliance of its conflict of interest process, which requires completion of disclosure forms by all Leaders on an annual basis or on a reappointment basis (every two years) for medical/allied staff, to ensure full compliance. Interim disclosures are also required and reviewed should a subsequent conflict arise. Any related party disclosures require review and approval by a designated committee. An annual compliance report is provided to the Foundation's compliance committee and Board of Trustees. Form 990, Part VI, Section B, line 15 A market analysis is performed for all key employees including the FMP President/CEO on an annual basis. Once the Southern New Hampshire Health System CEO and CFO approve the final compensation figures for key employees, the CEO reports these figures to the chairperson and vice chairperson of the Board. Form 990, Part VI, Section C, line 19 The organization makes its 990 available for inspection upon request. The code of conduct is available on the organization's website. The code of Conduct addresses certain corporate policies including confidentiality, conflicts of interest, patient rights, and governing policies. Form 990, Part XI, line 9: Transfers from affiliate 31,974,783. Form 990, Part XII, Line 2c: The audit process has not changed from the prior year. 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