2014-08-05T09:06:58-05:00 2013-09-30 990 2012-10-01 060653171 Hospital of Saint Raphael HOSP 2037893940 200 Orchard Street Suite 204 New Haven CT 06511 James R Rude 2037893575 2014-08-05 2012 2015-11-30 17:44:51Z Jane Anne Lubin Szafransk 200 Orchard Street Suite 204 New Haven CT 06511 0 0 X N/A X 1907 CT Not for Profit Hospital 15 12 3976 0 0 0 5487195 0 443953259 0 293298 0 21174308 0 470908060 0 0 0 0 0 272875725 0 0 0 0 200064634 0 472940359 0 -2032299 0 160560508 23200829 149059341 22545821 11501167 655008 X The Hospital of Saint Raphael is a community teaching hospital and health care resource sponsored and guided by the values of the Sisters of Charity of Saint Elizabeth and of the Roman Catholic Church. The mission is to witness, share in, and promote excellence in the healing ministry of Jesus Christ. The Hospital is committed to preserving the dignity and well-being of each individual, and assuring that every person is treated according to the principles of charity and justice. The Hospital accepts the Gospel challenge that prompted their founders of the sponsoring congregation, Saint Vincent DePaul, Saint Elizabeth Ann Seton, and Mother Mary Xavier Mehegan by pledging every loving service in their power to reach out to those in need of services. 0 0 The Hospital of Saint Raphael provided services to the poor and the medically underserved, as well as provided benefits to the broader community. The Hospital also provided services to other needy populations that may not qualify as poor but needed special services and support. Effective as of 12:01am September 12, 2012 the majority of the assets and the operations of the Hospital of Saint Raphael were sold to Yale-New Haven Hospital (a 966 bed not for profit hospital located in New Haven, Connecticut) and its parent company (Yale-New Haven Health Services Corporation), and active operations ceased. The company remains in existence to wind-up corporate affairs, which includes the collection of outstanding accounts receivable, payment of outstanding accounts payable and accrued expenses and the disposition of temporarily and permanently restricted net assets pending transfer as of September 30, 2013. The Attorney General of the State of Connecticut must review all restrictions on these net assets, with a cy-pres/equitable deviation action in Connecticut Superior Probate Court probable for some of these restricted amounts. While the expectation is that these funds will ultimately transition to Yale-New Haven Hospital, it is possible that some of these funds could be directed elsewhere. 1 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 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 1 358 0 1 3976 1 0 0 0 0 0 0 0 0 X 15 12 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Hospital of Saint Raphael Acctg Dep 2037893940 200 Orchard Street Suite 204 New Haven CT 06511 X M Joseph Canavan 1.00 X 0 0 0 James M Carolan 1.00 X 4186 0 0 Sister Teresa Confroy 2.00 X 0 0 0 Ralph DeNatale MD 0.50 X 80167 0 0 James Farmer MD 0.50 X 316494 0 0 Sister Mary Kathleen Flanagan 2.00 X 0 0 0 Paul Fortgang MD 0.50 X 0 0 0 Michele Macauda 0.50 X 0 0 0 Sister Mary Morley 3.00 X 0 0 0 Edward J Mullen 1.00 X 0 0 0 Most Reverend Peter Rosazza 0.50 X 0 0 0 Sister Maureen Shaughnessy 2.00 X 0 0 0 Kevin Twohig MD 1.00 X 0 0 0 Sister Margaret Welch 3.00 X 0 0 0 Janeanne Lubin-Szafranski 40.00 X X 0 603134 19580 James Rude 40.00 X 353112 0 17827 Susan Lipka 40.00 X 176744 0 17889 Katherine Buckley 40.00 X 144954 0 8119 Caren Genovese 40.00 X 152260 0 3479 Victor Cimino 40.00 X 129454 0 19791 Frank Jazab 40.00 X 122517 0 8849 Christopher M O'Connor 0.00 X 0 1969887 16665 Benedict Fernando MD 0.00 X 19200 0 0 W Bruce Lundberg MD 0.00 X 145831 0 0 Lawrence E McManus 0.00 X 0 897956 6821 David W Benfer 0.00 X 0 152917 0 Alan Kliger MD 0.00 X 0 825913 12342 Marshal Mandelkern MD 0.00 X 0 307520 14632 Kim Samele 0.00 X 0 407694 8550 Howard Shaw MD 0.00 X 0 425617 2392 Lucinda VonBeren 0.00 X 0 392797 12001 Joseph Bisson 0.00 X 0 417514 15350 Russ Braun MD 0.00 X 0 536977 21129 John Burke 0.00 X 0 539327 1940 Elizabeth Conrad 0.00 X 0 536042 19258 Thomas Donahue MD 0.00 X 0 514010 19004 Peter Duffy 0.00 X 0 408116 18747 John Fitzgerald 0.00 X 345472 0 7938 Sister Joan Granville 0.00 X 0 344641 7020 Gary J Kaml MD 0.00 X 379335 0 14687 Mary Kuncas 0.00 X 0 482724 8920 Andre Ghantous MD 0.00 X 364595 0 14931 John Federico MD 0.00 X 383124 0 13744 Donald Kim MD 0.00 X 349079 0 13982 Ernest Moritz MD 0.00 X 263092 0 15579 Samuel Hahn MD 0.00 X 373134 0 13825 4102750 9762786 374991 168 1 1 0 Cardinal Health 21377 Network Place Chicago IL 60673 Management 15428802 Morrison Management PO Box 102289 Atlanta GA 30368 Dietary 2814748 Rhode Island Blood Center PO Box 9399 Providence RI 02940 Medical 2784498 Yale University PO Box 208087 New Haven CT 06511 Medical 2019023 Ropes Gray LLP 800 Boylston Street Boston MA 02199 Professional Services 1801434 59 0 0 0 0 0 0 0 0 93375248 16005349 25007422 16289043 84051 49580 0 556963 24189707 6264580 1092545 846849 160560508 23200829 48321015 22545821 100738326 0 149059341 22545821 X -6517301 -5609561 10301495 4833380 7716973 1431189 11501167 655008 160560508 23200829 X 0 -10846159 X 0 0 0 X 4004063 22504 4026567 3446673 557390 4004063 3431456 15217 3446673 3122933 308523 3431456 3173968 -51035 3122933 1.00000 1 0 0 Cash 863820 F Money Market Funds 3214811 F CD's and Other 1570161 F Mutual Funds 615788 F 6264580 Description of Intended Use of Endowment Funds: Part V, Line 4: The Attorney General of the State of Connecticut is currently reviewing all restrictions on temporarily and permanently restricted net assets, with a cy-pres action in Connecticut Superior Court probable for some of these restricted amounts. While the expectation is that these funds will ultimately transition to Yale-New Haven Hospital, it is possible that some of these funds could be directed to another charity. X X X 1 1 X X X X X 1 1 0 0 0 0 0 1 0 James Farmer MD 0 0 0 0 316494 0 0 0 0 0 316494 0 0 0 Janeanne Lubin-Szafranski 0 308427 0 151131 0 143576 0 0 0 19580 0 622714 0 124238 James Rude 218635 0 88004 0 46473 0 0 0 17827 0 370939 0 45354 0 Susan Lipka 166672 0 10000 0 72 0 0 0 17889 0 194633 0 5000 0 Katherine Buckley 131887 0 13000 0 67 0 0 0 8119 0 153073 0 5000 0 Caren Genovese 147200 0 5000 0 60 0 0 0 3479 0 155739 0 5000 0 Christopher M O'Connor 0 527951 0 677909 0 764027 0 0 0 16665 0 1986552 0 370442 Benedict Fernando MD 0 0 0 0 19200 0 0 0 0 0 19200 0 0 0 W Bruce Lundberg MD 0 0 0 0 145831 0 0 0 0 0 145831 0 0 0 Lawrence E McManus 0 145716 0 152955 0 599285 0 0 0 6821 0 904777 0 199309 David W Benfer 0 0 0 0 0 152917 0 0 0 0 0 152917 0 0 Alan Kliger MD 0 342434 0 283716 0 199763 0 0 0 12342 0 838255 0 199305 Marshal Mandelkern MD 0 195942 0 94596 0 16982 0 0 0 14632 0 322152 0 72646 Kim Samele 0 244051 0 75314 0 88329 0 0 0 8550 0 416244 0 34279 Howard Shaw MD 0 314626 0 109006 0 1985 0 0 0 2392 0 428009 0 54506 Lucinda VonBeren 0 169115 0 116066 0 107616 0 0 0 12001 0 404798 0 91657 Joseph Bisson 0 179811 0 123803 0 113900 0 0 0 15350 0 432864 0 91464 Russ Braun MD 0 397173 0 58765 0 81039 0 0 0 21129 0 558106 0 58765 John Burke 0 264813 0 128962 0 145552 0 0 0 1940 0 541267 0 95275 Elizabeth Conrad 0 266103 0 131541 0 138398 0 0 0 19258 0 555300 0 105396 Thomas Donahue MD 0 343322 0 166904 0 3784 0 0 0 19004 0 533014 0 106313 Peter Duffy 0 204786 0 89446 0 113884 0 0 0 18747 0 426863 0 82268 John Fitzgerald 214764 0 85440 0 45268 0 0 0 7938 0 353410 0 44033 0 Sister Joan Granville 0 177566 0 76791 0 90284 0 0 0 7020 0 351661 0 64431 Gary J Kaml MD 222441 0 0 0 156894 0 0 0 14687 0 394022 0 0 0 Mary Kuncas 0 253190 0 109311 0 120223 0 0 0 8920 0 491644 0 103355 Andre Ghantous MD 363791 0 500 0 304 0 0 0 14931 0 379526 0 0 0 John Federico MD 357224 0 25566 0 334 0 0 0 13744 0 396868 0 0 0 Donald Kim MD 257128 0 91720 0 231 0 0 0 13982 0 363061 0 0 0 Ernest Moritz MD 261628 0 0 0 1464 0 0 0 15579 0 278671 0 0 0 Samuel Hahn MD 372940 0 0 0 194 0 0 0 13825 0 386959 0 0 0 Part I, Line 1a Taxable housing and automobile allowances were provided to Christopher M. O'Connor (Saint Raphael Healthcare System, Inc. Chief Executive Officer through 9/11/12) under the terms of the individual's employment contract. Taxable housing and automobile allowances were provided to Lawrence E. McManus (Saint Raphael Healthcare System, Inc. Chief Operating Officer and Chief Financial Officer through 4/4/12) under the terms of the individual's employment contract. In addition, reimbursements (non-taxable) were made for the business use of a social club. Taxable automobile allowance is provided to Janeanne Lubin-Szafranski (Saint Raphael Healthcare System, Inc. Chief Executive Officer effective 9/12/12) under the terms of the individual's employment contract. Taxable housing and automobile allowances were provided to John Burke (Saint Raphael's Chief Information Officer through 9/11/12) under the terms of the individual's employment contract. Taxable automobile allowances were provided to other vice-president level executives under the terms of the individual's employment contract. Part I, Lines 4a-b Certain Saint Raphael executives are eligible to receive severance payments upon termination of employment in certain circumstances. During calendar year 2012 severance payments made are reported as a component of the value reported in Schedule J Part II Column B (i) "Base Compensation" for the following individuals - Russ Braun, MD ($216,173), John Burke ($74,466), Elizabeth Conrad ($75,955), Peter Duffy ($52,230), Sister Joan Granville ($50,358), Kim Samele ($69,403). Certain Saint Raphael executives were eligible to receive payments for employment milestones during the finalization of the transaction to sell the majority of the assets and the operations of the System and its subsidiary corporations. Such payments made during calendar year 2012 are reported in Schedule J Part II Column B (iii)"Other Reportable Compensation" for the following individuals- Janeanne Lubin-Szafranski ($122,525), James Rude ($45,676), Christopher O'Connor ($740,875), Lawrence McManus ($570,105), Alan Kliger, MD ($188,180), Joseph Bisson ($100,363), John Burke ($104,544), Elizabeth Conrad ($106,635), Peter Duffy ($82,350), John Fitzgerald ($44,346), Sister Joan Granville ($70,700), Mary Kuncas ($100,636), Kim Samele ($49,439), Lucinda VonBeren ($94,090). Certain Saint Raphael executives were eligible to participate in a supplemental non-qualified retirement plan through a date in calendar year 2010. During calendar year 2012 no provision was made for participation in such plan. Vested amounts are reported as a component of the value reported in Schedule J Part II Column B (iii) "Other Reportable Compensation" for the following individuals- Janeanne Lubin-Szafranski ($12,576), Elizabeth Conrad ($8,216), Peter Duffy ($7,219), Mary Kuncas ($11,639), Marshall Mandelkern, MD ($12,391), Lucinda VonBeren ($5,909). Part I, Line 7 Certain Saint Raphael executives were eligible to earn incentive compensation based upon the achievement of Board of Trustee's- approved metrics. During calendar year 2012 payments were made for incentives related to fiscal year ended September 30, 2011 and are reported in Schedule J Part II Column B (ii) "Bonus and Incentive Compensation". Certain Hospital of Saint Raphael physician caregivers were eligible to earn incentive compensation based upon the achievement of approved productivity metrics. During calendar year 2012 payments were made for such incentives as reported in Schedule J Part II Column B (ii) "Bonus and Incentive Compensation" for the physician caregivers and amounts identified. Form 990, Part VI, Section A, line 6 Hospital of Saint Raphael is a membership corporation and the sole Member of the Hospital is the Saint Raphael Healthcare System, Inc. Form 990, Part VI, Section A, line 7a Saint Raphael Healthcare System, Inc. is the sole Member of the Hospital of Saint Raphael. Form 990, Part VI, Section A, line 7b The following rights and powers are reserved to the Membership of the Hospital's sole Member: >To acquire, alienate or convey the real property or endowment funds of the Hospital having a value of $3,000,000 or more, or to place a mortgage on such property or funds in the amount of $3,000,000 or more. >To dispose of all or substantially all of the physical assets of the Hospital and to approve the merger or consolidation of the Hospital. >To borrow money and issue evidences of indebtedness in connection with the activities of the Hospital in the amount $3,000,000 or more, if such borrowings are to secured by mortgage, pledge or other lien on the Hospital's real property or endowment funds. >To organize or direct the organization of any corporation or other entity in which the Hospital will be a member or shareholder or have an equity interest greater than $1,000,000. >To dispose of stock or other equity interest of a corporation or other entity controlled by the Hospital. >To elect the Trustees of the Hospital who do not serve in an ex officio capacity. >To fill any vacancy occurring on the Board of Trustees, other than ex officio positions. >To amend the Certificate of Incorporation and Bylaws of the Hospital. >To appoint or remove the President of the Hospital. >To exercise any right specifically reserved to them in the certificate of incorporation of a subsidiary corporation controlled by the Hospital. Form 990, Part VI, Section B, line 11 The governing body reviewed key elements of the 990 prior to submission. Form 990, Part VI, Section B, line 12c Officers, trustees and key employees are required to complete the conflict of interest questionaire on an annual basis. Results of the questionaire are reviewed annually by the audit committee. Form 990, Part VI, Section B, line 15 Compensation of the organization's chief executive officer is determined by the Compensation Committee of the Board of Trustees (utilizing an independent compensation consultant in conjunction with a compensation survey of the relevant marketplace). The Compensation Committee maintains minutes of its meetings. The Chief Executive Officer is employed with a written employment contract. Compensation of the organization's other officers and most of its key employees are also determined by the Compensation Committee of the Board of Trustees (utilizing an independent compensation consultant in conjunction with a compensation survey of the relevant marketplace). The Compensation Committee maintains minutes of its meetings. Form 990, Part VI, Section C, line 19 The organization makes its governing documents and conflict of interest policy available to the public upon request. Form 990, Part VII, Section A, Line 1A Hours related for volunteer trustees are the estimated hours per week that the volunteer trustees contribute to this and all other related exempt organizations, not necessarily equally but in the proportion required, for which they receive no compensation. Related exempt organizations include Saint Raphael Healthcare System, Inc. (06-1157542), Hospital of Saint Raphael (06-0653171), and Saint Regis Health Center, Inc. (06-1217867). Changes in Net Assets or Fund Balances: Form 990, Part XI, line 9: Net equity transfers to affiliates -182937. Contributions restricted to Special Purpose Fund 281491. Gains on restricted Net Assets 2011. Net assets released from restriction 15601. Change in interest in net assets of Saint Raphael Foundation, Inc. -12088439. Market value increase restricted net assets 35436. Excess of revenue over expenses during liquidation 1225762. Transfer of net assets to Yale-New Haven Hospital -135084. Form 990, Part VII, Line 1a, Column E Amounts reported for James Carolan reflect payments made to Withers Bergman, LLC in the normal and recurring course of Hospital of Saint Raphael business and are not related to the volunteer services provided by the trustee to the organization. Amounts reported for Ralph DeNatale, MD reflect payments made to Connecticut Vascular Center ($15,000) and the individual physician ($65,167). Certain of the amounts reported for the individual physician reflect payments made as a stipend for his role as President of the Hospital of Saint Raphael Medical Staff (responsibilities include participation as a Hospital trustee). Other payments made in the normal and recurring course of Hospital of Saint Raphael business. Amounts reported for James Farmer, MD reflect payments made to Anesthesia Associates in the normal and recurring course of Hospital of Saint Raphael business and are not related to the volunteer services provided by the trustee to the organization. Amounts reported for Benedict Fernando, MD include payments made to West Haven Medical Group in the normal and recurring course of Hospital of Saint Raphael business. Amounts reported for W. Bruce Lundberg, MD reflect payments made to Yale Cancer Center (formerly Medical Oncology and Hematology, acquired by Yale-New Haven Hospital on 1/1/12), in the normal and recurring course of Hospital of Saint Raphael business and are not related to the volunteer services provided by the trustee to the organization. Saint Raphael Healthcare System Inc 200 Orchard Street Suite 204 New Haven CT 06511 061157542 Tax exempt holding company CT 501 (c) 3 11a 0 Saint Raphael Foundation Inc 200 Orchard Street Suite 204 New Haven CT 06511 510140710 Fundraising Foundation CT 501 (c) 3 11a Saint Raphael Healthcare System Inc 0 Saint Regis Health Center Inc 200 Orchard Street Suite 204 New Haven CT 06511 061217867 Skilled Nursing Facility CT 501 (c) 3 3 Saint Raphael Healthcare System Inc 0 Saint Raphael Healthcare System Affiliated Physicians Inc 200 Orchard Street Suite 204 New Haven CT 06511 800522532 Medical Foundation CT 501 (c) 3 11a Saint Raphael Healthcare System Inc 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Saint Raphael Healthcare System Inc B 2070677 Cash Value Saint Raphael Foundation Inc C 811049 Cash Value Saint Raphael Foundation Inc B 9293 Cash Value Saint Regis Health Center Inc C 656749 cash Value Saint Raphael Healthcare System Affiliated Physicians Inc C 429235 cash Value