2018-08-14T10:20:17-05:00 2017-09-30 010494526 BAKER NEWMAN & NOYES LLC 650 ELM STREET SUITE 302 MANCHESTER NH 03101 990 2016-10-01 020222126 Exeter Health Resources Inc EXET 6035806695 5 Alumni Drive Exeter NH 03833 Kevin J O'Leary Treasurer 6035806695 2018-08-08 1 Timothy R Hepburn P00182393 8002447444 2018-08-08 2016 2022-09-23 18:48:47Z Kevin J Callahan 5 Alumni Drive Exeter NH 03833 18584525 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. 13 11 32 11 0 0 111164 165724 9668162 10201046 1051228 3189995 55989 59424 10886543 13616189 17400 21000 0 0 7690159 8519837 0 0 0 2117114 1806400 9824673 10347237 1061870 3268952 250117627 275451358 3967980 3891216 246149647 271560142 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 10198971 21000 10260470 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. 10198971 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 20 0 1 32 1 0 0 0 0 0 0 0 0 0 0 X 13 11 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 0 NH X Kevin J O'Leary 6035806695 5 Alumni Drive Exeter NH 03833 Amy Case Trustee 1.00 1.00 X 0 0 0 Susan Y Desjardins Trustee 1.00 1.00 X 0 0 0 David Donsker MD Trustee 1.00 1.00 X 0 0 0 Suzanne Foster Trustee (as of April 2017) 1.00 1.00 X 0 0 0 Ross Gittell PhD 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 Member 1.00 41.00 X 0 467163 28303 Katie Delahaye Paine Trustee 1.00 1.00 X 0 0 0 Major General Joseph Simeone Trustee 1.00 1.00 X 0 0 0 Sally Ward Trustee (as of April 2017) 1.00 1.00 X 0 0 0 William Schleyer Chair (as of April 2017)/Vice Chair 1.00 1.00 X X 0 0 0 Glenn McKenzie Chair (end March 2017) 1.00 1.00 X X 0 0 0 Robert Schoenberger Vice Chairman (as of April 2017) 1.00 1.00 X X 0 0 0 Kevin J Callahan CEO/President/Trustee 40.00 5.00 X X 2348957 0 192874 Kevin J O'Leary CFO/Treasurer 40.00 5.00 X 514025 0 93114 Constance D Sprauer Sr. VP Legal Affairs/Sec. 40.00 3.00 X 329420 0 32993 Susan Burns-Tisdale VP Clinical Operations 40.00 1.30 X 407129 0 40824 Debra Cresta President, Core Physicians 40.00 1.30 X 384694 0 40616 Mark Whitney VP Strategic Planning/Comm 40.00 0.30 X 334314 0 37517 David Briden VP Information Services 40.00 0.00 X 313698 0 31715 Chris Callahan VP Human Resources 40.00 0.00 X 287733 0 40257 4919970 467163 538213 22 0 1 0 Cambridge Associates LLC PO Box 83232 Chicago IL 60691 Investment Consultant 254716 Granite Healthcare Network 11 South Main Street Suite 601 Concord NH 03301 Membership Fees 168183 Exeter Hospital Inc 5 Alumni Drive Exeter NH 03833 Support Services 128655 The Advisory Board Co 2445 M Street NW Washington DC 20037 Outside Fees 104684 4 162510 3214 165724 Management Fees 561000 10190546 10190546 Other Operating Income 561000 10500 10500 10201046 231196 231196 59424 0 59424 59424 59424 7927135 4968336 2958799 2958799 2958799 13616189 10260470 0 3189995 21000 21000 3511383 3511383 3911726 3911726 138714 138714 646448 646448 311566 311566 98266 98266 50000 50000 402724 402724 584973 584973 55162 55162 8515 8515 119143 119143 43765 43765 84368 84368 243234 243234 Administrative/supplies 82223 82223 Miscellaneous 17280 17280 Software Contracts 16747 16747 10347237 10198971 148266 0 1485840 1289914 2487884 1493890 348744 478277 986420 311250 620607 675170 15964697 15562978 218322185 243654374 10887670 12296755 250117627 275451358 800780 861673 3167200 3029543 3967980 3891216 X 225378259 250722989 1133255 1169786 19638133 19667367 246149647 271560142 250117627 275451358 X 3268952 448328 21693215 X X 0 1 X 1 0 X X 3 Exeter Hospital Inc 222674014 3 1 399922 0 Rockingham Visiting Nurse Association and Hospice 020274905 10 0 0 0 Core Physicians LLC 870807914 10 0 13490000 0 3 13889922 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. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 19150 19150 0 Part II-B, Line 1: Annual membership dues paid to the Business and Industry Association's New Hampshire Business Political Action Committee are considered lobbying expenses. 3808480 3215 364364 3447331 3807463 3633 2616 3808480 3812793 1568 6898 3807463 3815984 851 4042 3812793 3899278 1709 85003 3815984 0.07560 0.92440 0 0 204202 204202 229136 137134 92002 553082 174116 378966 675170 Investment in Subsidiaries 219028296 C Limited Partnerships 17763819 F Alternative Investments 6862259 F 243654374 Accrued Pension Liability 586390 Deferred Compensation 1831153 Supplemental Retirement Trust Liability 612000 3029543 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 2017 and 2016, 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. Convergent and Vx have net operating loss carryovers of approximately $2,700,000 at September 30, 2017. The net operating losses generate a potential deferred tax asset of $1,080,000 which is offset by a corresponding valuation allowance of the same amount. Central America and the Caribbean - Antigua & Barbuda, Aruba, Bahamas, 0 0 Investments in funds domiciled in the region 6237474 0 0 0 0 0 0 6237474 0 6237474 0 0 1 0 1 0 Schedule F, Part IV, Line 3: Exeter Health Resources, Inc. did not have an ownership interest 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. 1 Friends of Stratham Baseball 64 High Street Stratham NH 03885 473863983 501(c)(3) 5000 Sponsorship of youth baseball league Greater Portsmouth Chamber of Commerce Foundation Inc PO Box 239 Portsmouth NH 03802 020480365 501(c)(3) 5000 Meeting Sponsorship Strawberry Banke Museum PO Box 300 Portsmouth NH 03802 020260158 501(c)(3) 5000 Support museum's mission to promote understanding of the lives of individuals and the value of community through encounters with the history and ongoing preservation of a New England Seaport Neighborhood 3 0 Part I, Line 2: All requests for grants/contributions/sponsorships over $5,000 require the approval of at least the Vice President of Strategy, Community Relations and Development to ensure that they are consistent with our mission, values and strategic plan. Each year a subcommittee of Exeter Health Resources, Inc.'s Board of Trustees is charged with overseeing our Community Benefits program and our community needs assessment and reviews a detailed report on the previous year's grants/ contributions/sponsorships and approves the current year's plan for community support. That subcommittee and the larger Exeter Health Resources, Inc. Board of Trustees are regularly updated on our community support initiatives. X X X X 0 1 0 0 0 0 0 1 0 Richard Hollister MD Ex-Officio Member 0 322852 0 80554 0 63757 0 7950 0 20353 0 495466 0 0 Kevin J Callahan CEO/President/Trustee 609697 0 210000 0 1529260 0 167950 0 24924 0 2541831 0 1120000 0 Kevin J O'Leary CFO/Treasurer 382929 0 116625 0 14471 0 75950 0 17164 0 607139 0 0 0 Constance D Sprauer Sr. VP Legal Affairs/Sec. 279818 0 42500 0 7102 0 15900 0 17093 0 362413 0 0 0 Susan Burns-Tisdale VP Clinical Operations 299602 0 98638 0 8889 0 15900 0 24924 0 447953 0 0 0 Debra Cresta President, Core Physicians 307821 0 72584 0 4289 0 15900 0 24716 0 425310 0 0 0 Mark Whitney VP Strategic Planning/Comm 258525 0 72491 0 3298 0 15900 0 21617 0 371831 0 0 0 David Briden VP Information Services 242342 0 57103 0 14253 0 15900 0 15815 0 345413 0 0 0 Chris Callahan VP Human Resources 215930 0 62227 0 9576 0 15900 0 24357 0 327990 0 0 0 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 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 $130,022 Kevin O'Leary $70,894 Excess Accumulated Value: Kevin Callahan $2,583,976 Kevin O'Leary $1,047,139 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, 2016 the contribution to the plan for the 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. During the calendar year ended December 31, 2016, Kevin Callahan reached the age of 62 and received a total distribution equal to $1,487,265 from the 457(f) plan. It should be noted that this distribution includes plan contributions reported on prior years' Forms 990, Part VII, Column F and also on Schedule J, Column C as deferred compensation. Accordingly, the total amount of previously reported plan contributions, $1,120,000, is reflected in Schedule J, Part II, Column F so as to not overstate compensation in the current year that was earned over a period of many years. 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 Chris 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 B, line 11b 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, Inc. 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 VI-B, Line 16a: During the year Exeter Health Resources, Inc. acquired a minority interest in Granite Healthcare Network, LLC. Form 990, Part VI-B, Line 16b: Although written policies were not in place as of the end of the year covered by this tax return requiring the organization to evaluate its participation in joint venture arrangements under applicable federal law to ensure that the organization's exempt status is protected, the organization performed due diligence with respect to its joint venture arrangements to safeguard the organization's exempt status. Form 990, Part XI, line 9: Equity in Earnings of Subsidiaries 15,442,591. Pension Liability Adjustment 4,859,261. Increase in Beneficial Interest 29,234. Net Assets Released from Restriction -129,193. Self-Insurance Trust Equity Adjustments 1,491,322. 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 10 Exeter Health Resources Inc 1 Rockingham Visiting Nurse Association 5 Alumni Drive Exeter NH 03833 020274905 Home Care, Hospice NH 501(c)(3) Line 10 Exeter Health Resources Inc 1 Matrix Health Inc 5 Alumni Drive Exeter NH 03833 020473737 Manage Resources NH 501(c)(3) Line 12b, II 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 12a, I Exeter Health Resources Inc 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 1 0 0 0 0 0 0 1 1 1 1 0 1 0 0 1 1 Exeter Hospital Inc C 154049 Cash Exeter Hospital Inc J 59424 Cash Exeter Med Real Inc K 81607 Cash Core Physicians LLC L 1585182 Cash Exeter Hospital Inc L 6869121 Cash Rockingham Visiting Nurse Association and Hospice L 352264 Cash Exeter Hospital Inc M 128655 Cash Core Physicians LLC O 1307108 Cash Exeter Hospital Inc O 174698 Cash Core Physicians LLC R 13490000 Cash Exeter Hospital Inc R 256589 Cash Exeter Hospital Inc S 12900000 Cash