Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
SOUTH SHORE MEDICAL CENTER INC
Employer identification number
04-2297845
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
73,447,477
82,160,357
85,774,572
104,173,663
113,499,460
459,055,529
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
73,447,477
82,160,357
85,774,572
104,173,663
113,499,460
459,055,529
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
0
c
Add lines 7a and 7b..
0
8
Public Support (Subtract line 7c from line 6.)
459,055,529
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
73,447,477
82,160,357
85,774,572
104,173,663
113,499,460
459,055,529
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
343,689
359,353
239,999
105,458
160,317
1,208,816
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
343,689
359,353
239,999
105,458
160,317
1,208,816
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
73,791,166
82,519,710
86,014,571
104,279,121
113,659,777
460,264,345
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
99.740 %
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
99.700 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
0.260 %
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
0.300 %
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
SOUTH SHORE MEDICAL CENTER INC
Employer identification number
04-2297845
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
SSMC LEASES ITS NORWELL AND KINGSTON FACILITIES FROM SOUTH SHORE MEDICAL ASSOCIATES ("SSMA"). SSMA IS OWNED BY PHYSICIANS EMPLOYED BY SSMC. 23.51% OF THE TOTAL OWNERSHIP OF SSMA IS HELD BY EIGHT (8) OF THE CURRENT/FORMER OFFICERS, TRUSTEES AND KEY EMPLOYEES LISTED ON FORM 990, PART VII, SECTION A.
FORM 990, PART VI, SECTION A, LINE 6
SOUTH SHORE MEDICAL CENTER, INC. ("SSMC") HAS TWO CLASSES OF MEMBERS: THE CORPORATE MEMBER (ATRIUS HEALTH, INC.) - THE CORPORATE MEMBER CAN BE REMOVED ONLY IF SSMC IS REMOVED, BY THE CORPORATE MEMBER, AS A PARTICIPATING ORGANIZATION IN THE ATRIUS HEALTH SYSTEM. THE CORPORATE MEMBER HAS CERTAIN DEFINED APPROVAL RIGHTS OF THE ACTIONS OF THE CORPORATION. THE PHYSICIAN MEMBERS - THE PHYSICIAN MEMBERS ARE NOT MEMBERS OF THE CORPORATION WITHIN THE MEANING OF CHAPTER 180 OF THE MASSACHUSETTS GENERAL LAWS. ELECTION OF NEW PHYSICIAN MEMBERS REQUIRES AN AFFIRMATIVE VOTE OF TWO-THIRDS OF THE VOTING INTEREST OF THE PHYSICIAN MEMBERS.
FORM 990, PART VI, SECTION A, LINE 7A
THE BOARD OF TRUSTEES IS COMPRISED OF SIX VOTING TRUSTEES, ALL OF WHOM MUST BE A PHYSICIAN MEMBER. OF THE SIX TRUSTEES, FOUR MUST BE APPROVED BY THE CORPORATE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7B
MOST MAJOR DECISIONS OF THE BOARD MUST BE APPROVED BY SSMC'S CORPORATE MEMBER. THE CORPORATE MEMBER MUST APPROVE ALL BUDGETS, PLANS, AND MATERIAL CHANGES; APPROVE ALL PROGRAM CHANGES; APPROVE ANY AMENDMENT TO THE ARTICLES OF ORGANIZATION AND OR BY-LAWS; APPROVE COMPENSATION STRUCTURES AND RANGES FOR SSMC'S DIRECTORS, PHYSICIANS, SENIOR MANAGERS AND OTHER PROFESSIONALS; AND, IN GENERAL APPROVE ANY OTHER ACTIONS NOT IN THE NORMAL COURSE OF BUSINESS. IN ADDITION TO POWERS PROVIDED BY LAW, THE ARTICLES OF ORGANIZATION AND SSMC'S BY-LAWS, THE CORPORATE MEMBER HAS AUTHORITY TO: (A) LEVY ASSESSMENTS TO COVER THE CORPORATE MEMBER'S COSTS OF OPERATIONS; (B) APPROVE, OR DISAPPROVE, THE SELECTION AND REMOVAL OF 60% OF THE TRUSTEES; AND, (C) ACT AS SSMC'S EXCLUSIVE AGENT FOR PURPOSES OF NEGOTIATING PAYOR CONTRACTS FOR SSMC AND THE OTHER PARTICIPATING ORGANIZATIONS AS DEFINED IN THE CORPORATE MEMBER'S BY-LAWS. UPON DISSOLUTION OF SSMC, THE NET ASSETS OF SSMC WILL BE DISPOSED OF TO ATRIUS HEALTH, INC. PROVIDED IT IS THEN EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE.
FORM 990, PART VI, SECTION B, LINE 11
ATRIUS HEALTH ENGAGED AN OUTSIDE TAX/ACCOUNTING FIRM TO REVIEW AND PREPARE THE FORM 990 FOR SOUTH SHORE MEDICAL CENTER. AN INTERNAL TEAM AT SOUTH SHORE MEDICAL CENTER INCLUDING STAFF FROM ACCOUNTING AND HUMAN RESOURCES DEPARTMENTS WORK CLOSELY WITH THE OUTSIDE FIRM TO PREPARE THE DOCUMENT. IN ADDITION, THE SOUTH SHORE MEDICAL CENTER BOARD OF TRUSTEES AND THE ATRIUS HEALTH AUDIT & COMPLIANCE COMMITTEE JOINTLY OVERSEE THE PREPARATION OF SOUTH SHORE MEDICAL CENTER'S 990. THE SOUTH SHORE MEDICAL CENTER BOARD RECEIVES A FINAL DRAFT OF THE 990 AND FORMALLY REVIEWS AND APPROVES THE ENTIRE DOCUMENT BEFORE FILING. IN ADDITION, MATERIAL ISSUES (IF ANY) WITH THE SOUTH SHORE MEDICAL CENTER 990 WOULD BE HIGHLIGHTED IN THE OUTSIDE FIRM'S PRESENTATION TO THE ATRIUS HEALTH AUDIT & COMPLIANCE COMMITTEE BEFORE FILING.
FORM 990, PART VI, SECTION B, LINE 12C
SSMC HAS A COMPREHENSIVE COMPLIANCE PROGRAM WHICH IS MONITORED BY THE AUDIT AND COMPLIANCE COMMITTEE AND COMPLIANCE OFFICER. THE NATURE OF THE POTENTIAL OR ACTUAL CONFLICT DETERMINES THE LEVEL(S) AT WHICH A DETERMINATION OF POTENTIAL CONFLICT MAY EXIST. AN INDIVIDUAL INVOLVED WITH A POTENTIAL CONFLICT IS PROHIBITED FROM BEING IN ATTENDANCE AT ANY MEETINGS AT WHICH THE MATTER IS DISCUSSED AND IS NOT ALLOWED TO VOTE ON THE MATTER. ALL MEMBERS OF THE BOARD, SSMC'S OFFICERS AND SENIOR MANAGERS ARE REQUIRED TO ANNUALLY REVIEW, COMPLETE AND CERTIFY COMPLIANCE WITH SSMC'S CONFLICT OF INTEREST POLICY. IN ADDITION ALL NEW HIRES (IN THE CATEGORIES DESCRIBED) ARE REQUIRED TO READ AND ACKNOWLEDGE RECEIPT OF SSMC'S CODE OF CONDUCT. THE CONFLICT OF INTEREST POLICY STATES "AS A GENERAL RULE, CONFLICTS OF INTEREST ARE NOT PERMITTED." SSMC'S POLICY PROVIDES FOR EXCEPTIONS IF DISCLOSED PROMPTLY AND APPROVED BY THE APPROPRIATE LEVEL OF MANAGEMENT.
FORM 990, PART VI, COMPENSATION: SSMC'S COMPENSATION COMMITTEE IS COMPRISED OF PHYSICIANS AND CERTAIN OTHER ADMINISTRATORS OF SSMC. THEY REVIEW AND DETERMINE THE COMPENSATION FOR THE EXECUTIVE TEAM AND THE PHYSICIAN COMPENSATION MODELS. FOR THE PHYSICIANS, THE KEY CRITERIA IN DETERMINING COMPENSATION IS THE PHYSICIAN'S PRODUCTIVITY. THE COMPENSATION PAID TO PHYSICIANS IS CONSISTENT WITH THE ANALYSIS OF NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS REGARDING MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION, INCLUDING DEFINING COMPENSATION THRESHOLDS THAT, IF EXCEEDED, REQUIRE FURTHER REVIEW AND APPROVAL OR MODIFICATION AS APPROPRIATE BY SSMC AND ULTIMATELY THE CORPORATE MEMBER'S COMPENSATION COMMITTEE. THE COMPENSATION PERSONNEL UTILIZE OUTSIDE CONSULTANTS TO ASSIST THEM IN DETERMINING THE REASONABLENESS OF THE COMPENSATION. ALL MAJOR DECISIONS OF THE BOARD MUST BE APPROVED BY SSMC'S CORPORATE MEMBER.
FORM 990, PART VI, SECTION C, LINE 19
FINANCIAL STATEMENTS ARE ATTACHED TO THE MA FORM PC FILED WITH THE ATTONEY GENERAL'S OFFICE, WHICH IS OPEN TO PUBLIC INSPECTION. THE ARTICLES OF ORGANIZATION ARE AVAILABLE AT THE MASSACHUSETTS SECRETARY OF STATE'S OFFICE, INCLUDING ON-LINE. OTHER GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE NOT GENERALLY AVAILABLE TO THE PUBLIC.
AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANZATIONS
FORM 990, PART VII
EDWARD W. NALBAND, MD - CHIEF MEDICAL OFFICER OF SSMC AND A TRUSTEE OF ATRIUS HEALTH, INC. AND ATRIUS HEALTH FOUNDATION, INC. DR. NALBAND AVERAGED 10 HOURS PER WEEK IN ACTIVITIES RELATED TO ATRIUS HEALTH, INC. (INCLUDING ACTIVITIES OF ITS FOUNDATION WHICH IS A SUPPORTING ORGANZATION). THOMAS E. CARROLL, JR - CFO OF SSMC AND TREASURER OF ATRIUS HEALTH FOUNDATION, INC. MR. CARROLL AVERAGED 1 HOUR PER WEEK IN ACTIVITIES RELATED TO ATRIUS HEALTH FOUNDATION, INC.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED GAINS ON INVESTMENTS: 254,835.
FORM 990, PART XII, LINE 2A THROUGH 2D
THERE WAS NO CHANGE TO THE OVERSIGHT OF THE YEAR-END AUDIT OR THE SELECTION PROCESS OF THE INDEPENDENT ACCOUNTANT DURING THE TAX YEAR. THE ORGANIZATION'S FINANCIAL STATEMENTS WERE REVIEWED BY AN INDEPENDENT ACCOUNTANT AND THE ORGANIZATION WAS INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF ITS CORPORATE MEMBER, WHICH CONSOLIDATED FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTANT.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.