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
2011
Open to Public Inspection
Name of the organization
NORTHEAST HOSPITAL CORPORATION
Employer identification number
04-2121317
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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—2011.
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—2010.
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—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
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.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
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.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
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.).
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 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2011
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
2011
Open to Public Inspection
Name of the organization
NORTHEAST HOSPITAL CORPORATION
Employer identification number
04-2121317
Identifier
Return Reference
Explanation
ORGANIZATION'S MISSION
FORM 990 - ORGANIZATION'S MISSION
PART I, LINE 1 & PART III, LINE 1 COMMITTED TO PROVIDING THE HIGHEST QUALITY MEDICAL CARE TO ALL INDIVIDUALS WHO CAN BENEFIT FROM OUR CONTINUUM OF CARE. OUR CONCEPT OF CARE BROADLY EMBRACES THE HEALTH, WELL-BEING AND DIGNITY OF THE PATIENTS WE SERVE, REGARDLESS OF ABILITY TO PAY.
EXPLANATION ON VOLUNTEERS AND TYPES OF SERVICES OR BENEFITS
FORM 990, PAGE 1, PART I, LINE 6
VOLUNTEERS SUPPORT THE SERVICES OF THE HOSPITAL'S STAFF. THEY ARE TRAINED AND SUPERVISED BY EMPLOYEES OF THE DEPARMENT TO WHICH THEY ARE ASSIGNED. INDIVIDUAL VOLUNTEER SCHEDULES MAY VARY DEPENDING ON DEPARTMENT NEEDS AND MAY INCLUDE EVENING AND WEEKEND HOURS. VOLUNTEERS RECEIVE TRAINING SPECIFIC TO THEIR DUTIES PRIOR TO PERFORMING THEIR JOB AND ARE OFTEN PAIRED WITH A VETERAN VOLUNTEER OR STAFF MEMBER UNTIL THEY ARE COMFORTABLE WORKING ON THEIR OWN. VOLUNTEERS ATTEND HOSPITAL ORIENTATION TO LEARN SAFETY, INFECTION CONTROL, AND PATIENT CONFIDENTIALITY INCLUDING HIPAA REQUIREMENTS PRIOR TO BEING PLACED. THEY ARE ALSO GIVEN HEALTH SCREENINGS AND RECEIVE YEARLY SAFETY UPDATES.
FINANCIAL ACCOUNTS IN FOREIGN COUNTRIES
FORM 990, PART V, LINE 4B
BERMUDA, CAYMAN ISLANDS, BRITISH VIRGIN ISLANDS
MATERIAL DIFFERENCES IN VOTING RIGHTS EXPLANATION
FORM 990, PAGE 6, PART VI
NHC HAS AN EXECUTIVE COMMITTEE OF THE BOARD WITH BROAD DELEGATED POWERS.
RELATED PARTY INFORMATION AMONG OFFICERS
FORM 990, PAGE 6, PART VI, LINE 2
WILLIAM DONALDSON CYNTHIA DONALDSON VP VP FAMILY RELATIONSHIP KENNETH HANOVER NHC/NORTHEAST PROPRIETARY CORP TRST/PRES OFFICERS FOR BOTH CORPORATIONS WILLIAM DONALDSON NHC/NORTHEAST PROPRIETARY CORP CLERK OFFICERS FOR BOTH CORPORATIONS DENIS CONROY NHC/NORTHEAST PROPRIETARY CORP TRSR OFFICERS FOR BOTH CORPORATIONS TIMOTHY O'CONNOR NHC/NORTHEAST PROPRIETARY CORP TRSR OFFICERS FOR BOTH CORPORATIONS DAVID SPACKMAN NHC/NORTHEAST PROPRIETARY CORP CLERK OFFICERS FOR BOTH CORPORATIONS
SIGNIFICANT CHANGES TO ORGANIZATIONAL DOCUMENTS
FORM 990, PAGE 6, PART VI, LINE 4
EFFECTIVE MAY 1, 2012, LAHEY CLINIC FOUNDATION, INC. AND NORTHEAST HEALTH SYSTEM, INC. COMPLETED AN AFFILIATION WITH EACH OTHER AND ESTABLISHED A NEW ORGANIZATION, LAHEY HEALTH SYSTEM, INC. ("LHS"), TO SERVE AS THE PARENT OF THE COMBINED HEALTH SYSTEM. LHS IS NOW THE SOLE CORPORATE MEMBER OF LAHEY CLINIC FOUNDATION, INC. AND NORTHEAST HEALTH SYSTEM, INC. THE SOLE CORPORATE MEMBER OF THE REPORTING ORGANIZATION IS NORTHEAST HEALTH SYSTEM, INC. THE REPORTING ORGANIZATION'S MEMBER HAS, WITH RESPECT TO THE REPORTING ORGANIZATION, THE RIGHT TO EXERCISE ALL POWERS CONFERRED ON MEMBERS OF NON-PROFIT CORPORATIONS UNDER MASSACHUSETTS GENERAL LAWS CHAPTER 180, INCLUDING, WITHOUT LIMITATION, POWERS WITH THE RESPECT TO THE FOLLOWING: (A) APPOINTMENT AND REMOVAL OF MEMBERS OF THE BOARD OF TRUSTEES (SUBJECT TO CERTAIN TRANSITION RULES IN PLACE THROUGH MAY 1, 2016); (B) AMENDMENT OF THE ARTICLES OF ORGANIZATION; (C) AMENDMENTS OF THE BY-LAWS; (D) THE SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS AND (E) THE MERGER OR CONSOLIDATION OF THE CORPORATION WITH ANOTHER CORPORATION. ADDITIONAL, THE RIGHT OF THE REPORTING ORGANIZATION'S MEMBER, NORTHEAST HEALTH SYSTEM, INC., TO EXERCISE ITS AUTHORITY AS A MEMBER OF THE REPORTING ORGANIZATION IS SUBJECT TO THE APPROVAL OF LCF/NHS'S CORPORATE MEMBER, LHS, WHICH MAY ALSO EXERCISE SUCH POWERS DIRECTLY. THE ARTICLES OF INCORPORATION AND BY-LAWS OF THE REPORTING ORGANIZATION WERE AMENDED ON SEPTEMBER 21, 2012 TO REFLECT THE AFOREMENTIONED CHANGES.
CLASSES OF MEMBERS OR STOCKHOLDERS
FORM 990, PAGE 6, PART VI, LINE 6
SEE LINE 4
ELECTION OF MEMBERS AND THEIR RIGHTS
FORM 990, PAGE 6, PART VI, LINE 7A
SEE LINE 4
DECISIONS SUBJECT TO APPROVAL OF MEMBERS
FORM 990, PAGE 6, PART VI, LINE 7B
SEE LINE 4
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990
FORM 990, PAGE 6, PART VI, LINE 11B
THE HOSPITAL'S MANAGEMENT PREPARED THE IRS FORM 990 AND WAS REVIEWED BY INDEPENDENT TAX CONSULTANTS (THE CONSULTANTS DID NOT SIGN AS PAID PREPARER). THE FINAL FORM 990 WAS PROVIDED TO THE ENTIRE BOARD OF TRUSTEES BEFORE THE FILING DATE VIA A SECURE WEBSITE. NHC'S EXECUTIVE MANAGEMENT REVIEWED AND PRESENTED THE FINAL DRAFT OF FORM 990 TO THE AUDIT AND COMPLIANCE COMMITTEE OF THE LAHEY HEALTH SYSTEM, INC BOARD OF TRUSTEES PRIOR TO THE FILING DATE.
ENFORCEMENT OF CONFLICTS POLICY
FORM 990, PAGE 6, PART VI, LINE 12C
EACH YEAR THE MEMBERS OF THE BOARD ARE PROVIDED WITH A COPY OF THE CONFLICT OF INTEREST POLICY AND ASKED TO LIST ANY POTENTIAL CONFLICTS. THIS SIGNED FORM IS KEPT ON FILE WITH THE CORPORATE RECORDS AND THE CHAIR AND CEO ARE MADE AWARE OF ANY POTENTIONAL CONFLICTS. IF ANY CONFLICTS EXIST, THE TRUSTEE IS EXCUSED FROM THE DISCUSSIONS AND THE VOTE.
COMPENSATION PROCESS FOR TOP OFFICIAL
FORM 990, PAGE 6, PART VI, LINE 15A
THE COMPENSATION COMMITTEE, COMPRISED OF INDEPENDENT TRUSTEES, MEETS ANNUALLY TO REVIEW EXECUTIVE GOALS, SALARIES, INCENTIVES, PAYMENT PROGRAMS AND BENEFITS FOR THE CEO AND EXECUTIVE MANAGEMENT. THE COMMITTEE USES COMPARATIVE DATA FROM SULLIVAN & COTTER & LAWRENCE ASSOCIATES (EXTERNAL COMPENSATION CONSULTANTS) TO ENSURE EXECUTIVE COMPENSATION AND BENEFITS ARE IN LINE WITH THE REST OF THE INDUSTRY. OUTSIDE LEGAL COUNSEL ADVISES THE COMMITTEE AND RECORDS MINUTES FROM THE MEETINGS. THE HOSPITAL'S VP OF HUMAN RESOURCES PROVIDES THE COMMITTEE WITH ANY REQUESTED INFORMATION.
COMPENSATION PROCESS FOR OFFICERS
FORM 990, PAGE 6, PART VI, LINE 15B
THE COMPENSATION COMMITTEE, COMPRISED OF INDEPENDENT TRUSTEES, MEETS ANNUALLY TO REVIEW EXECUTIVE GOALS, SALARIES, INCENTIVES, PAYMENT PROGRAMS AND BENEFITS FOR THE CEO, EXECUTIVE MANAGEMENT (KEY EMPLOYEES). THE COMMITTEE USES COMPARATIVE DATA FROM SULLIVAN & COTTER & LAWRENCE ASSOCIATES (EXTERNAL COMPENSATION CONSULTANTS) TO ENSURE EXECUTIVE COMPENSATION AND BENEFITS ARE IN LINE WITH THE REST OF THE INDUSTRY. OUTSIDE LEGAL COUNSEL ADVISES THE COMMITTEE AND RECORDS MINUTES FROM THE MEETINGS. THE HOSPITAL'S VP OF HUMAN RESOURCES PROVIDES THE COMMITTEE WITH ANY REQUESTED INFORMATION.
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION
FORM 990, PAGE 6, PART VI, LINE 19
THE ARTICLES OF ORGANIZATION IS A PUBLIC DOCUMENT FILED WITH THE SECRETARY OF STATE OF THE COMMONWEALTH OF MASSACHUSETTS. THE ARTICLES OF ORGANIZATION, BY-LAWS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION PUBLISHES AN ANNUAL REPORT, WHICH CONTAINS AUDITED FINANCIAL STATEMENTS AND LISTINGS OF BOARD MEMBERS. THE IRS FORM 990 AND MASSACHUSETTS FORM PC ARE AVAILABLE UPON REQUEST. IN ADDITION, THE ORGANIZATION PRESENTS FINANCIAL STATEMENTS TO THE PUBLIC AS AN ATTACHMENT TO ITS FORM PC.
RELATED ORGANIZATIONS
FORM 990, PAGE 7, PART VII
PART VII, HOURS DEVOTED TO RELATED ORGANIZATIONS NAME/TITLE/HOURS KENNETH HANOVER - PRESIDENT, TRUSTEE - 3 HOURS DAVID SPACKMAN - CLERK, APPOINTED 6/28/12 - 54 HOURS TIMOTHY O'CONNOR - TREASURER, APPOINTED 6/28/12 - 54 HOURS DENIS CONROY - CFO/TREASURER, UNTIL 6/28/12 - 18 HOURS JOSEPH PORCELLO - CONTROLLER/ASST. TREASURER UNTIL 6/28/12 - 43 HOURS WILLIAM DONALDSON - VP GEN COUNSEL/CLERK, UNTIL 6/28/12 - 19 HOURS JOHANNA RODGERS - VP OF PHYSICIAN SERVICES - 20 HOURS PART VII, GENERAL DISCLOSURE TIMOTHY O'CONNOR, TREASURER, APPOINTED 6/28/12, RECEIVED COMPENSATION FROM LAHEY CLINIC FOUNDATION (RELATED ORGANIZATION) IN CY11. SINCE LCF WAS NOT A RELATED ORGANIZATION DURING CY11, WE HAVE NOT DISCLOSED MR. O'CONNOR'S COMPENSATION.
OTHER CHANGES IN NET ASSETS EXPLANATION
FORM 990, PART XI, LINE 5
OTHER CHANGES IN NET ASSETS INCLUDE: MINIMUM PENSION & POST RETIREMENT ADJUSTMENT: 6,355,593 UNREALIZED GAINS ON INVESTMENTS: 11,880,940 RESTRICTED INVESTMENT GAINS: 296,629 CHANGE IN INTEREST IN BENEFICIAL TRUSTS: 440,062 NONCASH RESTRICTED CONTRIBUTION, EXCLUDED FROM PART VIII: 100,000 OTHER MISC ADJUSTMENT: 8,981
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.