2016-08-09T07:59:23-05:00 2015-12-31 010494526 Baker Newman & Noyes PO Box 507 Portland ME 04112 990 2015-01-01 222480373 St Joseph Ambulatory Care Inc STJO 2072621000 360 Broadway PO Box 403 Bangor ME 044020403 Mary Prybylo President & CEO 2072621000 2016-08-04 1 Nicholas E Porto P01310283 2078792100 2016-08-04 2015 2016-12-15 16:53:06Z Mary Prybylo 360 Broadway PO Box 403 Bangor ME 044020403 11171596 0 X N/A X 1983 ME Various physician practices 18 16 243 0 0 0 0 0 13517294 10923042 17348 17352 0 0 13534642 10940394 0 0 0 0 17464778 12553053 0 0 0 4573604 4222624 22038382 16775677 -8503740 -5835283 2811942 1401747 3132887 2409016 -320945 -1007269 Various physician practices 0 0 15569348 10923042 St. Joseph's Ambulatory Care, Inc. provides ambulatory care, clinics and clinical advisory services in the vicinity of Bangor, Maine. 15569348 1 0 0 0 0 0 0 0 0 0 1 1 0 0 0 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 1 0 1 20 0 1 243 1 0 0 0 0 0 0 0 0 0 0 X 18 16 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X Michael Hendrix 2079071200 360 Broadway PO Box 403 Bangor ME 044020403 Robert Clark Trustee 0.10 0.40 X 0 0 0 Joseph Cyr Trustee 0.10 0.40 X 0 0 0 L William Demaso Trustee 0.10 0.40 X 0 0 0 Glenn Goodwin Trustee 0.10 0.40 X 0 0 0 Ned Jennings Trustee 0.10 0.40 X 0 0 0 Bernard LaBree Trustee 0.10 0.40 X 0 0 0 Sister Nancy Marie CSSF Trustee 0.10 0.40 X 0 0 0 Noelle Merrill Trustee 0.10 0.40 X 0 0 0 Sheila Pechinski Trustee 0.10 0.40 X 0 0 0 Patricia Quirk Trustee 0.10 0.40 X 0 0 0 Adrien Roy Trustee 0.10 0.40 X 0 0 0 Bradley Ryder Trustee 0.10 0.40 X 0 0 0 Cynthia Self MD Trustee 0.10 0.40 X 0 0 0 Michael Starks MD Trustee 0.10 0.40 X 0 0 0 William Lucy President 0.10 0.40 X X 0 0 0 Gen Nelson Durgin Vice President 0.10 0.40 X X 0 0 0 Mary Prybylo Ex Officio President/CEO 0.10 40.00 X X 0 354199 26681 Michael Hendrix Treasurer/VP Finance 0.10 40.00 X X 0 186573 26624 Angeli Chopra MD Physician 40.00 X 394282 0 9173 Vrinda Sardana MD Physician 40.00 X 353337 0 11249 Kshitij Kakar MD Physician 40.00 X 340569 0 9173 Prafull Raheja MD Physician 40.00 X 212224 0 149 Jalal Mukhtar MD Physician 40.00 X 227189 0 15038 1527601 540772 98087 29 0 1 0 Spectrum Medical Group 20 Mussey Road Suite 2 Scarborough ME 04074 Physician services 323454 Integra Health PO Box 1124 Holden ME 04429 Physician services 279554 Penobscot Respiratory 417 State Street Bangor ME 04401 Physician services 231550 3 Patient services 621990 7067759 7067759 Non-patient services 621990 2699645 2699645 Affiliated income 621990 1155638 1155638 10923042 14579 14579 233975 231202 2773 2773 2773 10940394 10923042 0 17352 10630502 9907628 722874 42004 39148 2856 1223650 1140442 83208 656897 612228 44669 550695 513248 37447 98880 98880 1084756 1010993 73763 511050 476299 34751 615128 573299 41829 11964 11150 814 118737 110663 8074 40000 37280 2720 167897 156480 11417 282796 263566 19230 Provision for bad debt 390766 390766 Maintenance and repairs 187703 174939 12764 162252 151219 11033 16775677 15569348 1206329 0 100659 14893 1359614 445399 122343 51614 744041 559185 526685 184856 697085 704985 5556 2811942 1401747 1132887 409016 2000000 2000000 3132887 2409016 X -320945 -1007269 -320945 -1007269 2811942 1401747 X -5835283 -9360 5158319 X X 0 1 X 1 0 X X 1 St Joseph Hospital 010212435 3 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 Schedule A, Part I, Line 11g: St. Joseph Ambulatory Care, Inc. supports its affiliated tax-exempt organization by providing ambulatory health care services through the operation of physician practices in the Bangor, Maine area. The monetary value of this can be approximated by the total amount of the Organization's expenses due to the fact that but for St. Joseph Ambulatory Care, Inc. these functions would be otherwise performed by the Hospital. Part IV, Section A, Line 1: Both the filing organization, St. Joseph Ambulatory Care, Inc. (ACI), and its supported organization, St. Joseph Hospital (the Hospital), have as their sole member St. Joseph Healthcare Foundation. The Board of Trustees for St. Joseph Healthcare Foundation, in its entirety, also serves as the Board of Trustees for St. Joseph Ambulatory Care, Inc. and St. Joseph Hospital. Through its relationship with its common parent, ACI has been designated in its role to provide support to the Hospital. Since its inception in 1983, ACI and the Hospital have maintained a close and continuous working relationship by working in conjunction to meet the health care needs of the Bangor, Maine area. ACI supports the Hospital by providing ambulatory care services through the operation of various physician practices in the area that if not for ACI would otherwise be facilitated by the Hospital. 744041 559185 184856 184856 Providentia Prima 704985 F 704985 X 10931034 -9360 -9360 10940394 0 10940394 16775677 0 16775677 0 16775677 Part X, Line 2: Covenant and its member organizations (except for entities as noted following) are considered 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, except as noted below. St. Joseph Hospital Corporate Services, Inc., a wholly-owned subsidiary of Nashua, is a for-profit organization, which is subject to federal and state income taxes. St. Joseph Hospital Corporate Services, Inc. has net operating loss (NOL) carryforwards for tax purposes. The NOLs are not anticipated to be utilized so the amounts have been fully offset with a reserve. CHSIL, a wholly-owned subsidiary, is subject to taxation in the Cayman Islands. No income taxes are levied in the Cayman Islands and CHSIL has been granted an exemption for any taxes that might be introduced. Accordingly, no provision for income taxes has been made in the accompanying financial statements. Tax-exempt organizations could be required to record an obligation for income taxes as the result of a tax position they have historically taken on various tax exposure items including unrelated business income or tax status. Under guidance issued by the Financial Accounting Standards Board, assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the "more-likely-than-not" threshold, based upon the technical merits of the position. Estimated interest and penalties, if applicable, related to uncertain tax positions are included as a component of income tax expense. The System has evaluated the position taken on its filed tax returns. The System has concluded no uncertain income tax positions exist at December 31, 2015. Under Internal Revenue Service regulations, the System's tax years from 2012 through 2015 are open and subject to examination. 0 0 0 0 0 0 0 1 0 Mary Prybylo Ex Officio President/CEO 0 354199 0 0 0 0 0 0 0 26681 0 380880 0 0 Michael Hendrix Treasurer/VP Finance 0 186573 0 0 0 0 0 0 0 26624 0 213197 0 0 Angeli Chopra MD Physician 394282 0 0 0 0 0 0 0 9173 0 403455 0 0 0 Vrinda Sardana MD Physician 353337 0 0 0 0 0 0 0 11249 0 364586 0 0 0 Kshitij Kakar MD Physician 249272 0 91297 0 0 0 0 0 9173 0 349742 0 0 0 Prafull Raheja MD Physician 212224 0 0 0 0 0 0 0 149 0 212373 0 0 0 Jalal Mukhtar MD Physician 227189 0 0 0 0 0 0 0 15038 0 242227 0 0 0 Part I, Line 3 The CEO/Executive Director of St. Joseph Ambulatory Care, Inc. is an employee of St. Joseph Hospital, a related organization, and Ambulatory Care, Inc. does not maintain any procedures to establish her compensation. However, the Hospital uses a compensation committee, compensation survey/study, and approval by their Board and compensation committee. Part I, Line 7 Various physician employees of the Organization received an incentive bonus in 2015. The payment of these bonuses are discretionary and is subject to meeting the pre-determined goals of the Organization. Form 990, Part VI, Section A, line 6 St. Joseph Healthcare Foundation, a Maine nonprofit corporation, shall be the sole member of St. Joseph Ambulatory Care, Inc. Form 990, Part VI, Section A, line 7a The Member of St. Joseph Ambulatory Care, Inc. shall elect the trustees of the Organization and may remove them with or without cause. Form 990, Part VI, Section A, line 7b St. Joseph Healthcare Foundation, the Member of St. Joseph Ambulatory Care, Inc. (the Organization), shall have the following powers and rights, as outlined in its articles of incorporation and bylaws: (a) To approve any change in the written statements of philosophy and mission of the Organization or any subsidiary of the Organization, and to monitor compliance with same; (b) To amend and to repeal the articles of incorporation and the bylaws of the Organization, and to approve the adoption, amendment or repeal of the governing instruments of any subsidiary of the Organization; (c) To elect the Trustees of the Organization and to remove them with or without cause; (d) To appoint and remove the President of the Organization, including a President secured by management contract; (e) To ratify the Board of Trustees' election of the Chairperson of the Board of Trustees; (f) To approve all plans of merger, consolidation, reorganization or dissolution of the Organization or any subsidiary of the Organization, or the sale, lease, assignment or transfer of substantially all of the assets of the Organization or any subsidiary of the Organization, or the purchase or acquisition by the Organization or any subsidiary of the Organization of an interest in any corporation, partnership, joint venture or other entity, whether newly created or previously existing, which interest, in the case of a for profit entity, represents 25 percent or more of the voting power thereof or equity interest therein, or, in the case of a nonprofit entity, represents 25 percent or more of the voting power thereof or membership interest therein; (g) To approve all Board-approved long-range strategic plans of the Organization before their implementation; (h) To approve the acquisition, sale or encumbrance by the Organization or any subsidiary of the Organization of any real estate valued in excess of the amount set by the Member in writing from time to time; (i) To approve all Board approved capital budgets of the Organization and non-budgeted expenses which are in excess of the amount set by the Member in writing from time to time, and to approve the Organization's operating budget in accordance with policies set by the Member in writing from time to time; (j) To approve all debt of the Organization, not part of the approved budget, in excess of limits set by the Member in writing from time to time before such debt is incurred; (k) To appoint the auditors of the Organization and any subsidiary of the Organization; (l) To approve the sale, assignment or transfer by the Organization or any subsidiary of the Organization of any equity interest or membership interest in any subsidiary of the Organization; (m) To approve any reclassification or other change of any capital stock or other equity security of any subsidiary of the Organization, or any recapitalization of any subsidiary of the Organization; and (n) To approve the issuance of, or the creation of any obligation to issue, any equity security of any subsidiary of the Organization, or any increase or decrease in the total number of shares of authorized capital stock or other equity security of any subsidiary of the Organization. Form 990, Part VI, Section B, line 11 There is a formal presentation of the 990 to the Finance Committee and copies are provided to all Board members. Form 990, Part VI, Section B, line 12c Each Board member is required to complete a form disclosing any conflict of interest. When these conflicts are known, any Board member with a conflict of interest is asked to leave the meeting or abstain from voting or both. Form 990, Part VI, Section B, line 15 St. Joseph Ambulatory Care, Inc. does not compensate its officers or top management officials and thus does not administer a review/determination process for those positions. However, through compensation surveys/studies and employment contracts, compensation is determined for the Organization's CEO, officers, and top management officials by the compensation committee of St. Joseph Hospital, a related organization, and approved by the Hospital's Board. Form 990, Part VI, Section C, line 19 The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon each individual request. Forms 990 and 990-T are also available on the website of Covenant Health, Inc., a related organization (www.covenanthealth.net). Form 990, Part XI, line 9: Transfer from affiliate 5,158,319. Form 990, Part XII, line 2c: The audit process has not changed from the prior year. St Joseph Healthcare Foundation 360 Broadway Bangor ME 044020403 222480149 Diversified holistic health care services ME 501(c)(3) Line 7 Covenant Health Inc 0 St Joseph Hospital 360 Broadway Bangor ME 044020403 010212435 Community hospital ME 501(c)(3) Line 3 St Joseph Healthcare Foundation 0 M & J Company 360 Broadway Bangor ME 044020403 222480150 Real estate holding company ME 501(c)(2) St Joseph Healthcare Foundation 0 Alternative Health Services 360 Broadway Bangor ME 044020403 010422885 Home health agency ME 501(c)(3) Line 3 St Joseph Healthcare Foundation 0 Covenant Health Inc 100 Ames Pond Drive Tewksbury MA 01876 222484505 Sponsoring and operating a health care system MA 501(c)(3) Line 9 N/A 0 Strauss Inc 360 Broadway Bangor ME 044020403 010391369 Medical transcription ME N/A C 0 0 0 0 0 0 0 0 0 1 0 1 1 1 0 0 1 1 0 1 M & J Company K 148780 Actual amount paid