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
SENIOR HEALTH PARTNERS INC
Employer identification number
13-4103882
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.") .
100
100
200
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......
27,531,786
34,911,526
50,460,644
71,062,765
94,674,191
278,640,912
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.
27,531,786
34,911,626
50,460,744
71,062,765
94,674,191
278,641,112
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.)
278,641,112
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...
27,531,786
34,911,626
50,460,744
71,062,765
94,674,191
278,641,112
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
144,966
519,163
496,542
131,215
85,054
1,376,940
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
144,966
519,163
496,542
131,215
85,054
1,376,940
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.)
20,136
629
351
335
499
21,950
13
Total support (Add lines 9, 10c, 11 and 12.).
27,696,888
35,431,418
50,957,637
71,194,315
94,759,744
280,040,002
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
99.500 %
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
99.330 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
0.490 %
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
0.660 %
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, PART II, LINE 12, EXPLANATION OF OTHER INCOME: MISCELLANEOUS INCOME
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
SENIOR HEALTH PARTNERS INC
Employer identification number
13-4103882
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 3
BEGINNING AUGUST 1, 2010, SENIOR HEALTH PARTNERS, INC. CONTRACTS WITH HF MANAGEMENT SERVICES, LLC (HFMS) TO PROVIDE ALL OF ITS MANAGEMENT AND ADMINISTRATIVE SERVICES. SINCE AUGUST 2010, THE NOT-FOR-PROFIT ENTITY DOES NOT MAINTAIN ITS OWN STAFF OR OFFICE SPACE, THESE ARE SUPPLIED BY HFMS. HFMS CHARGES A PERCENT OF PREMIUM ON A PER MEMBER PER MONTH BASIS OR A FLAT FEE PER MEMBER PER MONTH. THE ARRANGEMENT IS APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION A, LINE 4
IN CONNECTION WITH THE CHANGE IN MEMBERSHIP OF THE ORGANIZATION, EFFECTIVE AUGUST 1, 2010, THE ORGANIZATION AMENDED AND RESTATED ITS CORPORATE BYLAWS IN ITS ENTIRETY. THE MOST SIGNIFICANT CHANGE TO THE BYLAWS WAS THE REMOVAL OF THE PRIOR MEMBERS OF THE ORGANIZATION AND REPLACEMENT WITH HF MANAGEMENT SERVICES, LLC AS SOLE CORPORATE MEMBER.
FORM 990, PART VI, SECTION A, LINE 6
HF MANAGEMENT SERVICES, LLC IS SENIOR HEALTH PARTNERS, INC.'S SOLE CORPORATE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7A
SENIOR HEALTH PARTNERS, INC. IS A NEW YORK STATE NOT-FOR-PROFIT MEMBERSHIP CORPORATION. FROM JANUARY 1, 2010 THROUGH JULY 30, 2010, THE CORPORATION'S MEMBERS WERE THE MOUNT SINAI HOPSITAL, METROPOLITAN COUNCIL ON JEWISH POVERTY, AND JEWISH HOME LIFECARE, MANHATTAN. SINCE JULY 30, 2010, THE COPORATION'S SOLE MEMBER IS HF MANAGEMENT SERVICES, LLC.
FORM 990, PART VI, SECTION A, LINE 7B
SOME DECISIONS OF THE GOVERNING BODY, SHOULD THEY OCCUR, ARE SUBJECT TO APPROVAL BY OTHER ENTITIES: * AMENDMENT OF THE GOVERNING DOCUMENTS REQUIRES APPROVAL BY THE SOLE CORPORATE MEMBER. * DISTRIBUTION OF THE ORGANIZATION'S NET ASSETS REQUIRES STATE REGULATORY APPROVAL * EXPANSION TO OTHER COUNTIES REQUIRES STATE REGULATORY APPROVAL * MANAGEMENT FEE RATE CHANGES REQUIRE APPROVAL FROM THE MANAGEMENT COMPANY AND STATE REGULATORS.
FORM 990, PART VI, SECTION B, LINE 11
THE 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM USING INFORMATION PROVIDED BY THE REPORTING ORGANIZATION'S FINANCE DEPARTMENT. THE 990 IS SUBJECT TO THE ACCOUNTING FIRM'S INTERNAL REVIEW PROCESS AND THEN REVIEWED BY THE REPORTING ORGANIZATION'S CHIEF FINANCIAL OFFICER. SECONDARY REVIEWS ARE ALSO PERFORMED BY THE FINANCE AND LEGAL DEPARTMENTS OF HF MANAGEMENT SERVICES, LLC, THE REPORTING ORGANIZATION'S SOLE CORPORATE MEMBER. THE DRAFT 990 IS THEN TRANSMITTED TO THE BOARD OF DIRECTORS. THE FINAL 990 IS SUBMITTED AFTER THE RETURN IS RELEASED TO THE BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION B, LINE 12C
SENIOR HEALTH PARTNERS MAINTAINS A POLICY ON BUSINESS CONFLICTS OF INTEREST. ALL EMPLOYEES OF SENIOR HEALTH PARTNERS ARE EDUCATED IN THIS POLICY AT THE TIME OF EMPLOYMENT AND ANNUALLY EACH EMPLOYEE COMPLETES AN INDIVIDUAL CONFLICT OF INTEREST STATEMENT FORM ADDRESSING ANY ARRANGEMENTS WITH OUTSIDE ORGANIZATIONS. EMPLOYEES ARE INSTRUCTED TO DISCLOSE ANY NEW ARRANGEMENTS WITH OUTSIDE ORGANIZATIONS OR CHANGES TO ARRANGEMENTS WITH OUTSIDE ORGANIZATIONS TO THE COMPLIANCE OFFICER WHEN THE CHANGES BECOME APPARENT. THE COMPLIANCE OFFICER REVIEWS ALL OUTSIDE STAFF ARRANGEMENTS WITH ORGANIZATIONS WITH THE PRESIDENT AND OR AUDIT, FRAUD, ABUSE AND COMPLIANCE COMMITTEE. THE PRESIDENT AND OR CHAIRMAN OF THE AUDIT, FRAUD, ABUSE AND COMPLIANCE COMMITTEE WILL COMMUNICATE ANY CONFLICTS OF INTEREST DISCLOSURES TO THE CHAIRMAN OF THE BOARD OF TRUSTEES. THE PRESIDENT AND/OR THE CHAIRMAN OF THE BOARD MAY PROHIBIT THE ACTIVITY OF AN EMPLOYEE BASED ON THEIR REVIEW OF THE POTENTIAL CONFLICT.
FORM 990, PART VI, SECTION B, LINE 15
BONUS AND COMPENSATION FOR THE FOLLOWING STAFF IS DETERMINED BY THE COMPENSATION COMMITTEE: PRESIDENT/CEO, CFO/CONTROLLER, VP OF OPERATIONS, AND VP OF CLINICAL EXCELLENCE. ALL OTHER COMPENSATION IS DETERMINED VIA A MERIT SYSTEM ANNUALLY. INITIAL COMPENSATION IS DETERMINED VIA THE MARKET. THE ORGANIZATION USES INDEPENDENT CONSULTANT, FORM 990S OF THE OTHER ORGANIZATIONS, WRITTEN EMPLOYEMENT CONTRACT, COMPENSATION SURVEY, AND APPROVAL BY THE BOARD. PERFORMANCE BONUSES FOR ALL OTHER STAFF ARE DETERMINED BY THE FINANCE COMMITTEE VIA A RECOMMENDATION FROM THE PRESIDENT/CEO. THERE IS NO SET FREQUENCY FOR PERFORMANCE BONUSES. THE COMPENSATION COMMITTEE MET IN MARCH AND IN NOVEMBER 2009 AND DISCUSSED THE COMPENSATION AND BONUSES.
FORM 990, PART VI, SECTION C, LINE 19
THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED GAINS ON INVESTMENTS: 8,540. COSTS RELATED TO SALE OF ENTITY -595,778. DISTRIBUTIONS OF NET ADMITTED ASSETS -32,555,482. LOSS ON DISPOSAL OF FIXED ASSETS -591,573. TRANSFER OF LIABILITIES 313,562. TOTAL TO FORM 990, PART XI, LINE 5: -33,420,731.
FORM 990, PART XII, LINE 2C
FROM JANUARY 1, 2010 THROUGH AUGUST 1, 2010, THE AUDIT, FRAUD, AND ABUSE COMMITTEE OF THE BOARD OF DIRECTORS SELECTED THE INDEPENDENT AUDITOR AND REVIEWED AND ACCEPTED THE AUDITED FINANCIAL STATEMENTS. SINCE AUGUST 1, 2010, SELECTION OF THE INDEPENDENT AUDITOR AND REVIEW AND ACCEPTANCE OF THE AUDITED FINANCIAL STATEMENTS IS ADMINISTERED BY THE AUDIT AND COMPLIANCE COMMITTEE OF HF MANAGEMENT SERVICES, LLC, THE ORGANIZATION'S SOLE CORPORATE MEMBER.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.