2012-08-15T12:28:07-05:00 2011-09-30 FEELEY & DRISCOLL PC 200 PORTLAND STREET BOSTON MA 02114 990 2010-10-01 043288841 MORTON PHYSICIAN ASSOCIATES INC MORT 5088287000 88 WASHINGTON STREET TAUNTON MA 02780 DAVID GAY 5088287000 2012-07-30 1 ALAN GAROFALO 6177427788 2010 2016-02-24 21:20:13Z DAVID GAY 88 WASHINGTON STREET TAUNTON MA 02780 4479542 0 X WWW.MORTONHOSPITAL.ORG X 1995 MA TO IMPROVE THE HEALTH STATUS OF OUR COMMUNITY BY ENGAGING IN THE PRACTICE OF MEDICINE AND RELATED HEALTHCARE SERVICES AND HEALTH EDUCATION THROUGH OUR PHYSICIANS AND HOSPITAL IN SUPPORT OF THE COMMUNITY SERVED BY MORTON HEALTH FOUNDATION, INC. AND AFFILIATES. 5 4 33 0 0 0 125759 125010 4564463 4309876 0 0 -37044 -46578 4653178 4388308 0 0 0 0 5436671 4275469 0 0 0 2418412 1953329 7855083 6228798 -3201905 -1840490 1047837 764432 2465296 2935112 -1417459 -2170680 TO IMPROVE THE HEALTH STATUS OF OUR COMMUNITIES BY PROVIDING ACCESS TO COMPREHENSIVE, HIGH QUALITY, COMPASSIONATE AND EFFICIENT HEALTH CARE SERVICES. 0 0 5297204 4309876 PHYSICIAN SERVICES - TO PROMOTE HEALTH BY ENGAGING IN THE PRACTICE OF MEDICINE AND RELATED HEALTHCARE SERVICES. ENGAGED IN MEDICAL RESEARCH AS A MEANS OF SEEKING TO ALLEVIATE HUMAN SUFFERING AND TOOK AN ACTIVE PART IN PLANNING FOR AND PROMOTION OF THE GENERAL PHYSICAL HEALTH AND HUMAN NEEDS OF THE COMMUNITIES SERVICED BY MORTON HOSPITAL AND MEDICAL CENTER, INC. 5297204 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 1 82 0 1 33 1 0 0 0 0 0 0 0 0 0 0 X 5 4 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X X DAVID GAY 5088287000 88 WASHINGTON STREET TAUNTON MA 02780 MAUREEN A BRYANT 40.00 X X 0 803042 15791 TERRENCE GOMES ED D 2.00 X 0 0 0 BARBARA LAFRANCE 2.00 X 0 0 0 RICHARD RENAUD MD 2.00 X 0 0 0 EDWARD ROSTER 2.00 X 0 0 0 DAVID ST YVES 2.00 X 0 0 0 VICTOR SANTOS 2.00 X 0 0 0 MAUREEN SROCZYNSKI 2.00 X 0 0 0 CHARLES THAYER MD 2.00 X 0 0 0 KARA PITT MD 40.00 X 547293 0 6163 GEORGE MUNDANTHANAM 40.00 X 333933 0 9018 MARIA DEVERA MD 40.00 X 234179 0 3530 ELIZABETH MONTEIRO MD 40.00 X 173616 0 18987 PATRICIA SONG 40.00 X 169089 0 18932 RICHARD JEFFCOTE 40.00 X 0 45885 503 LAWRENCE SECK 40.00 X 0 369039 37787 1458110 1172081 110208 13 1 1 0 THE BUSINESS CENTER INC 322 STANDISH STREET DUXBURY MA 02332 BILLING SERVICE 1079535 WEATHERBY LOCUMS INC PO BOX 972633 DALLAS TX 75397 TEMP SERVICES FOR MD'S 165575 2 125010 125010 NET PATIENT SERVICE RE 621400 4309876 4309876 4309876 21600 91234 -69634 -69634 -69634 OTHER REVENUE 900099 23056 23056 23056 4388308 4332932 0 -69634 3508360 2982106 526254 498720 423912 74808 268389 228131 40258 618162 525437 92725 3894 3894 285476 242655 42821 433435 368420 65015 16578 14091 2487 96490 82017 14473 459059 390200 68859 BAD DEBT EXPENSE 40235 40235 6228798 5297204 931594 0 211792 89019 429402 404560 63999 24394 1612972 1366513 342644 246459 1047837 764432 449100 183159 52201 22912 1963995 2729041 2465296 2935112 X -1417459 -2170680 -1417459 -2170680 1047837 764432 X -1840490 1087269 X X 0 1 1 X 0 X X X 0 0 0 MORTON HOSPITAL AND MEDICAL CENTER INC 042780816 3 1 0 1 1834231 1 1834231 519428 449223 70205 1093544 917290 176254 246459 INTERCOMPANY BORROWINGS 120914 LONG-TERM PENSION OBLIGATION 2608127 2729041 4388308 6228798 -1840490 1087269 1087269 -753221 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, THE ORGANIZATION ANNUALLY EVALUATES ITS TAX STATUS AND TAX POSITIONS TAKEN WITH RESPECT TO ITS OPERATIONS AND FINANCIAL POSITION. PART XI, LINE 8 - OTHER ADJUSTMENTS: TRANSFER FROM AFFILIATE 1,834,231. ADJUSTMENT TO RELIEVE PENSION LIABILITY -716,962. TRANSFER TO AFFILIATES -30,000. X X X X 0 1 0 0 0 0 0 0 0 MAUREEN A BRYANT 0 769146 0 0 0 33896 0 0 0 15791 0 818833 0 0 KARA PITT MD 401007 0 129336 0 16950 0 0 0 6163 0 553456 0 0 0 GEORGE MUNDANTHANAM 333739 0 0 0 194 0 0 0 9018 0 342951 0 0 0 MARIA DEVERA MD 218351 0 0 0 15828 0 0 0 3530 0 237709 0 0 0 ELIZABETH MONTEIRO MD 154257 0 0 0 19359 0 0 0 18987 0 192603 0 0 0 PATRICIA SONG 153243 0 0 0 15846 0 0 0 18932 0 188021 0 0 0 LAWRENCE SECK 0 364662 0 0 0 4377 0 16500 0 21287 0 406826 0 0 PART I, LINE 4B SINCE 1992, THE HOSPITAL HAS PROVIDED THE FORMER PRESIDENT OF THE HOSPITAL WITH SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS THROUGH A SPLIT DOLLAR LIFE INSURANCE AGREEMENT. DURING 2008, THE HOSPITAL REVIEWED THE SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT AGREEMENT AND DETERMINED THAT THE BENEFIT THAT WOULD HAVE BEEN PROVIDED FROM THIS PLAN WOULD NOT HAVE BEEN CONSISTENT WITH THE LEVEL OF RETIREMENT BENEFIT COMMONLY PROVIDED TO EXECUTIVES IN THE INDUSTRY. IN 2008, THE HOSPITAL RESTRUCTURED THIS SPLIT DOLLAR POLICY AGREEMENT AND CONVERTED IT TO A TRADITIONAL NON-QUALIFIED DEFERRED COMPENSATION PLAN THAT IS IN ACCORDANCE WITH INTERNAL REVENUE CODE SECTION 457(F) AND 409A. IN 2009, THE HOSPITAL PAID OFF THE RELATED LIABILITY. SUPPLEMENTAL INFORMATION PART III PART II, COLUMN (F): DEFERRED COMPENSATION - SINCE 1992, THE HOSPITAL HAS PROVIDED THE FORMER PRESIDENT OF THE HOSPITAL WITH SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS THROUGH A SPLIT DOLLAR LIFE INSURANCE AGREEMENT. DURING 2008, THE HOSPITAL REVIEWED THE SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFIT AGREEMENT AND DETERMINED THAT THE BENEFIT THAT WOULD HAVE BEEN PROVIDED FROM THIS PLAN WOULD NOT HAVE BEEN CONSISTENT WITH THE LEVEL OF RETIREMENT BENEFIT COMMONLY PROVIDED TO EXECUTIVES IN THE INDUSTRY. IN 2008, THE HOSPITAL RESTRUCTURED THIS SPLIT DOLLAR POLICY AGREEMENT AND CONVERTED IT TO A TRADITIONAL NON-QUALIFIED DEFERRED COMPENSATION PLAN THAT IS IN ACCORDANCE WITH INTERNAL REVENUE CODE SECTION 457(F) AND 409A. IN 2009, THE HOSPITAL PAID OFF THE RELATED LIABILITY. CHARLES A THAYER MD BOARD MEMBER OF HOSPITAL 95425 THE ORGANIZATION RENTS OFFICE SPACE FROM ROCKYKNOLL ESTATES, INC, AN ENTITY OF THE THEODORE R. THAYER IRREVOCABLE TRUST, OF WHICH DR. THAYER IS A TRUSTEE. 0 FORM 990, PART VI, SECTION A, LINE 2 KATHLEEN AND JAMES HOYE ARE MEMBERS OF THE BOARD THAT ARE BROTHER AND SISTER IN-LAW. FORM 990, PART VI, SECTION A, LINE 6 MORTON HEALTH FOUNDATION IS THE SOLE MEMBER OF THE ORGANIZATION AND ELECTS THE BOARD OF DIRECTORS. THERE ARE NO CLASSES OF DIRECTORS. MORTON HEALTH FOUNDATION HAS THE POWER TO REMOVE DIRECTORS, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 7A MORTON HEALTH FOUNDATION IS THE SOLE MEMBER OF THE ORGANIZATION AND ELECTS THE BOARD OF DIRECTORS. THERE ARE NO CLASSES OF DIRECTORS. MORTON HEALTH FOUNDATION HAS THE POWER TO REMOVE DIRECTORS, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B MORTON HEALTH FOUNDATION IS THE SOLE MEMBER OF THE ORGANIZATION AND ELECTS THE BOARD OF DIRECTORS. THERE ARE NO CLASSES OF DIRECTORS. MORTON HEALTH FOUNDATION HAS THE POWER TO REMOVE DIRECTORS, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD. FORM 990, PART VI, SECTION B, LINE 11 THE ORGANIZATION PREPARES THE FORM 990 AND THE RELATED DISCLOSURES WITH ASSISTANCE AND GUIDANCE FROM ITS INDIVIDUAL TAX ADVISORS (CPA FIRM). THE FORM 990 IS REVIEWED BY MANAGEMENT PRIOR TO SUBMISSION TO THE BOARD OF DIRECTORS AND THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION REQUIRES THAT ALL EMPLOYEES, MEMBERS AND OFFICERS OF THE BOARD OF DIRECTORS AND ANY MEMBER OF ANY COMMITTEE DISCLOSE IN WRITING (AND UPDATE ANNUALLY) ALL BUSINESS AND OTHER RELATIONSHIPS WHICH MIGHT POTENTIALLY CREATE A CONFLICT OF INTEREST AS DEFINED BY THE POLICY. THE WRITTEN DISCLOSURE SHALL INCLUDE AN ITEMIZATION OF ANY SUBSTANTIVE CONFLICT OF INTEREST FOR SUCH INDIVIDUAL BY VIRTUE OF HIS OR HER ACTIVITIES. THE CONFLICT OF INTEREST POLICY IS REVIEWED AND COMMUNICATED TO ENSURE INDIVIDUALS WITH OUTSIDE RELATIONSHIPS DO NOT INAPPROPRIATELY PARTICIPATE IN BUSINESS DECISIONS OF THE ORGANIZATION IN WHICH THEY ARE NOT INDEPENDENT. FORM 990, PART VI, SECTION B, LINE 15 ALL COMPENSATION FOR THE CEO AND SENIOR EXECUTIVES ARE GOVERNED AND OVERSEEN BY THE BOARD OF DIRECTORS. THE BOARD ESTABLISHED A COMPENSATION COMMITTEE, MADE UP OF DISINTERESTED TRUSTEES, WHO ARE GIVEN THE AUTHORITY TO ESTABLISH COMPENSATION FOR ALL SENIOR EXECUTIVES. THE COMPENSATION COMMITTEE PERFORMS ANNUAL REVIEWS AND APPROVES EXECUTIVE COMPENSATION. IN ORDER TO ASSIST THE COMMITTEE IN ITS RESPONSIBILITIES, THE COMPENSATION COMMITTEE HIRES INDEPENDENT, OUTSIDE COMPENSATION CONSULTANTS TO ADVICE THE COMMITTEE ON THE REASONABLENESS OF THE OVERALL EXECUTIVE COMPENSATION. THE COMMITTEE WORKS WITH THESE CONSULTANTS TO ENSURE THAT ALL COMPENSATION IS REASONABLE, MEETS ALL REGULATORY REQUIREMENTS AND IS COMPETITIVE WITHIN THE RELEVANT MARKET. FORM 990, PART VI, SECTION C, LINE 18 THE ORGANIZATION MAKES ITS FORM 990 AVAILABLE TO THE PUBLIC UPON REQUEST. ADDITIONALLY, THE ORGANIZATION'S FORM 990 IS AVAILABLE ON THE PUBLIC CHARITIES WEBSITE MAINTAINED BY THE COMMONWEALTH OF MASSACHUSETTS ATTORNEY GENERAL. 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 REQUEST. ADDITIONALLY, THE ORGANIZATION'S FINANCIAL STATEMENTS ARE AVAILABLE ON THE PUBLIC CHARITIES WEBSITE MAINTAINED BY THE COMMONWEALTH OF MASSACHUSETTS ATTORNEY GENERAL. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: TRANSFER FROM AFFILIATE 1,834,231. ADJUSTMENT TO RELIEVE PENSION LIABILITY -716,962. TRANSFER TO AFFILIATES -30,000. TOTAL TO FORM 990, PART XI, LINE 5: 1,087,269. THE ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTING FIRM ON A CONSOLIDATED BASIS. THE ORGANIZATION HAS AN AUDIT COMMITTEE RESPONSIBLE FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF AN INDEPENDENT ACCOUNTING FIRM. ON MARCH 29, 2011, THE HOSPITAL TOGETHER WITH CERTAIN OF ITS AFFILIATES (MP AND MPA) ENTERED INTO AN ASSET PURCHASE AGREEMENT WITH STEWARD MEDICAL HOLDINGS SUBSIDIARY THREE, INC. (STEWARD), PURSUANT TO WHICH THE HOSPITAL AGREED TO SELL AND ASSIGN SUBSTANTIALLY ALL OF ITS BUSINESS, ASSETS, AND OPERATIONS TO STEWARD AND/OR ITS DESIGNATED AFFILIATES. THE CLOSING OF THE TRANSACTION SET FORTH IN THE ASSET PURCHASE AGREEMENT (THE TRANSACTION) WAS EFFECTIVE OCTOBER 1, 2011. AS PART OF THE TRANSACTION, ALL OF THE HOSPITAL'S INVESTMENTS, EXCEPT THOSE IN ITS SELF-INSURANCE DEPOSIT AND CERTAIN RESTRICTED INVESTMENTS, WERE EITHER LIQUIDATED OR PLACED IN ESCROW IN ORDER TO REPAY OR DEFEASE ITS DEBT OBLIGATIONS UNDER THE MHEFA REVENUE BONDS, AND SUBSTANTIALLY ALL OF ITS OTHER DEBT, EXCEPT FOR CERTAIN CAPITAL LEASES AND BANK MORTGAGES, WAS EITHER REPAID OR ASSUMED BY THE ESCROW AGENT FOR FUTURE LIQUIDATION (NOTE 13). THE HOSPITAL INCURRED EXPENSES OF APPROXIMATELY $2,160,000 RELATED TO THE TRANSACTION. PURSUANT TO THE TRANSACTION, THE HOSPITAL TRANSFERRED ALL OF ITS NET ASSETS EFFECTIVE OCTOBER 1, 2011, INCLUDING ITS NET UNFUNDED OBLIGATIONS UNDER THE MORTON HOSPITAL EMPLOYEES' PENSION PLAN, VALUED AT $46,641,104 IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENT. IN ADDITION, STEWARD AGREED TO THE FOLLOWING: -A PENSION TRANSFER AGREEMENT, UNDER WHICH STEWARD AGREED TO ASSUME THE NET UNFUNDED OBLIGATIONS OF THE MORTON HOSPITAL EMPLOYEES' PENSION PLAN WITH RESPECT TO ITS CURRENT AND FORMER EMPLOYEES, EFFECTIVE ON THE CLOSING DATE OF THE TRANSACTION, ESTIMATED AT $46,641,104. -AGGREGATE CAPITAL EXPENDITURES FOR STEWARD AND ITS WHOLLY-OWNED SUBSIDIARIES OF $85 MILLION OVER THE FIVE-YEAR PERIOD FOLLOWING THE TRANSACTION AND A MAXIMUM OF $35 MILLION DURING YEARS SIX (6) THROUGH TEN (10). -OTHER COMMITMENTS AND OPERATING RESTRICTIONS AS IMPOSED BY THE MASSACHUSETTS ATTORNEY GENERAL AND THE MASSACHUSETTS DEPARTMENT OF PUBLIC HEALTH. MORTON HEALTH FOUNDATION INC 88 WASHINGTON STREET TAUNTON MA 02780 042103605 PARENT CORPORATION MA 501 (C)(3) SUPPORTING-TYPE III N/A 0 MORTON HOSPITAL AUXILIARY INC 88 WASHINGTON STREET TAUNTON MA 02780 042789935 FUNDRAISING FOR THE BENEFIT OF MORTON HOSPITAL AND MEDICAL CENTER MA 501 (C)(3) SUPPORTING-TYPE III MORTON HEALTH FOUNDATION INC 0 COMMUNITY COUNSELING OF BRISTOL COUNTY INC 1 WASHINGTON STREET TAUNTON MA 02780 043035697 PROVIDE MENTAL HEALTH ASSESSMENT AND TREATMENT TO CLIENTS MA 501 (C)(3) SUPPORTED MORTON HEALTH FOUNDATION INC 0 MORTON HOSPITAL AND MEDICAL CENTER INC 88 WASHINGTON STREET TAUNTON MA 02780 042780816 PROVIDE COMPREHENSIVE/COMPASSIONATE HEALTHCARE TO THE COMMUNITY MA 501 (C)(3) HOSPITAL MORTON HEALTH FOUNDATION INC 0 MORTON PROPERTY INC 88 WASHINGTON STREET TAUNTION MA 02780 042810927 LEASING OF REAL ESTATE FOR MEDICAL PURPOSES MA MORTON HEALTH FOUNDATION INC C 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 MORTON HOSPITAL AND MEDICAL CENTER INC D 120914 MORTON PROPERTY INC J 83311 MORTON HOSPITAL AND MEDICAL CENTER INC E 1834231 MORTON HOSPITAL AND MEDICAL CENTER INC J 84092