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
2012
Open to Public Inspection
Name of the organization
WINCHESTER HEALTHCARE MANAGEMENT INC AND AFFILIATES
Employer identification number
90-0053380
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 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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
If the organization did not check a 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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
THE SUBORDINATES DO NOT ALL HAVE THE SAME PUBLIC CHARITY STATUS. -WINCHESTER HOSPITAL IS A TYPE 3 ORGANIZATION. -WINCHESTER HOSPITAL FOUNDATION IS A TYPE 7 ORGANIZATION. -WINCHESTER HEALTHCARE INVESTMENTS IS A TYPE 7 ORGANIZATION.
Schedule A (Form 990 or 990-EZ) 2012
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
2012
Open to Public Inspection
Name of the organization
WINCHESTER HEALTHCARE MANAGEMENT INC AND AFFILIATES
Employer identification number
90-0053380
Identifier
Return Reference
Explanation
PROGRAM SERVICE ACCOMPLISHMENTS
PART III, LINE 4D
PROVIDING CARE IN MAJOR CLINICAL CATEGORIES INCLUDING MEDICINE, SURGERY, PEDIATRICS, OBSTETRICS/GYNECOLOGY AND A LEVEL IIB SPECIAL CARE NURSERY, WINCHESTER HOSPITAL IS THE LEADING PROVIDER IN SUCH IMPORTANT SUBSPECIALTIES AS CARDIOLOGY, PULMONARY MEDICINE, ONCOLOGY, GASTROENTEROLOGY, ORTHOPEDICS, REHABILITATION, RADIATION ONCOLOGY AND PAIN MANAGEMENT.
BUSINESS RELATIONSHIPS
PART VI, SECTION A, LINE 2
KEVIN F. SMITH, MATTHEW WOODS, JOSEPH R. TARBY III, AND JAMES FICOCIELLO HAVE A BUSINESS RELATIONSHIP. THEY ARE OFFICERS/DIRECTORS OF WINCHESTER HOSPITAL AND ALSO OFFICERS/DIRECTORS OF RELATED FOR PROFIT ENTITY WINCHESTER HEALTHCARE ENTERPRISES, INC. KEVIN F. SMITH AND MATTHEW WOODS HAVE A BUSINESS RELATIONSHIP. THEY ARE OFFICERS/DIRECTORS OF WINCHESTER HOSPITAL FOUNDATION AND ALSO OFFICERS/DIRECTORS OF RELATED FOR PROFIT ENTITY WINCHESTER HEALTHCARE ENTERPRISES, INC. KEVIN F. SMITH, MATTHEW WOODS, AND JOSEPH R. TARBY III HAVE A BUSINESS RELATIONSHIP. THEY ARE OFFICERS/DIRECTORS OF WINCHESTER HEALTHCARE INVESTMENTS AND ALSO OFFICERS/DIRECTORS OF RELATED FOR PROFIT ENTITY WINCHESTER HEALTHCARE ENTERPRISES, INC. KEVIN F. SMITH, DALE M. LODGE, MATTHEW WOODS, AND ROBERT FORTUNATO HAVE A BUSINESS RELATIONSHIP. THEY ARE OFFICERS/DIRECTORS OF WINCHESTER HOSPITAL AND ALSO OFFICERS/DIRECTORS OF RELATED FOR PROFIT ENTITY WINCHESTER PHYSICIANS ASSOCIATES, INC. KEVIN F. SMITH, DALE M. LODGE, AND MATTHEW WOODS HAVE A BUSINESS RELATIONSHIP. THEY ARE OFFICERS/DIRECTORS OF WINCHESTER HOSPITAL FOUNDATION AND ALSO OFFICERS/DIRECTORS OF RELATED FOR PROFIT ENTITY WINCHESTER PHYSICIANS ASSOCIATES, INC. KEVIN F. SMITH AND MATTHEW WOODS HAVE A BUSINESS RELATIONSHIP. THEY ARE OFFICERS/DIRECTORS OF WINCHESTER HEALTHCARE INVESTMENTS AND ALSO OFFICERS/DIRECTORS OF RELATED FOR PROFIT ENTITY WINCHESTER PHYSICIANS ASSOCIATES, INC. CONTEMPORANEOUSLY DOCUMENT MEETINGS PART VI, SECTION A, LINE 8B WINCHESTER HEALTHCARE MANAGEMENT INC. AND AFFILIATES DOES NOT HAVE ANY COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. REVIEW PROCESS PART VI, SECTION B, LINE 11A THE PRESIDENT/CEO, VICE PRESIDENT OF FINANCE/CFO, DIRECTOR OF FINANCE, AND THE MANAGER OF GENERAL ACCOUNTING REVIEW THE FORM 990 BY COMPARING THE PRIOR YEAR RETURN WITH THE CURRENT YEAR FILING. THE FORM 990 IS REVIEWED BY THE PRESIDENT/CEO, VICE PRESIDENT OF FINANCE/CFO, DIRECTOR OF FINANCE, AND THE MANAGER OF GENERAL ACCOUNTING BEFORE THE RETURN IS FILED.
CONFLICT OF INTEREST POLICY
PART VI, SECTION B, LINE 12C
SEMI-ANNUAL AUDIT AND COMPLIANCE COMMITTEE REVIEWS COMPILED CONFLICT OF INTEREST REPORT FROM LEGAL SERVICES QUESTIONNAIRES SENT TO ALL AFFILIATES, DIRECTORS, AND TRUSTEES. THE CHAIR OF THE AUDIT/COMPLIANCE COMMITTEE, IN COOPERATION WITH THE COMPLIANCE OFFICER, SHALL CONDUCT THE INITIAL REVIEW OF ANY POTENTIAL CONFLICTS OF INTEREST IDENTIFIED IN THE DISCLOSURES AND SHALL ADOPT A FINDING THAT THE ACTIVITY RAISING THE POTENTIAL CONFLICT OF INTEREST: SHOULD BE PERMITTED UNDER THE POLICY; SHOULD BE PERMITTED WITH MODIFICATION OR OVERSIGHT; IF UNDERTAKEN, WILL REQUIRE THE DIRECTOR, OR COMPLIANCE OFFICER TO ABSTAIN FROM PARTICIPATING IN GOVERNANCE/MANAGEMENT ACTIVITIES RELATED TO THE ACTIVITY; OR SHOULD NOT BE UNDERTAKEN. UPON FINAL DISPOSITION OF THE POTENTIAL CONFLICT, THE RESULTS OF THE REVIEW SHALL BE REPORTED TO THE AFFECTED LEADER. THE AUDIT/COMPLIANCE COMMITTEE SHALL PROVIDE AN ANNUAL REPORT OF ITS REVIEW TO THE BOARD OF DIRECTORS OF WINCHESTER. THE BOARD OF DIRECTORS OF WINCHESTER SHALL, UPON WRITTEN REQUEST OF THE MEMBER OF THE BOARD OF DIRECTORS OR THE COMPLIANCE OFFICER, REVIEW A FINDING OF THE AUDIT/COMPLIANCE COMMITTEE. THE BOARD OF DIRECTORS OF WINCHESTER SHALL EITHER REAFFIRM OR REVIEW THE FINDING AND SHALL REPORT SUCH FINDING TO THE AUDIT/COMPLIANCE COMMITTEE AND TO THE LEADER. THIS CONFLICT OF INTEREST POLICY SHALL BE REVIEWED ANNUALLY BY AND ON BEHALF OF WINCHESTER AND ITS AFFILIATES.
COMPENSATION POLICY
PART VI, SECTION B, LINE 15
WINCHESTER HEALTHCARE MANAGEMENT, INC. AND AFFILIATE'S OFFICER SALARIES AND BENEFITS ARE PAID AND DETERMINED UNDER THE COMPENSATION POLICIES OF WINCHESTER HOSPITAL WHICH IS PART OF THE 990 FILING FOR WINCHESTER HEALTHCARE MANAGEMENT, INC. AND AFFILIATES. THIS INCLUDES THE USE OF A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, THE FORM 990 OF OTHER ORGANIZATIONS, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. THE HOSPITAL'S EXECUTIVE COMPENSATION COMMITTEE THAT IS INDEPENDENT OF MANAGEMENT AND FREE OF ANY CONFLICTS OF INTEREST THAT WOULD INTERFERE WITH THE EXERCISE OF THEIR INDEPENDENT JUDGMENT REVIEWS COMPARABILITY DATA PROVIDED BY AN INDEPENDENT EXTERNAL CONSULTANT, LAL ASSOCIATES INC., TO ESTABLISH COMPENSATION. ALL COMPENSATION DECISIONS ARE DOCUMENTED CONCURRENTLY UPON MAKING THE DECISION.
PUBLIC DISCLOSURE
PART VI, SECTION C, LINE 19
WINCHESTER HEALTHCARE MANAGEMENT, INC AND AFFILIATES MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. THE FORM 990 AND AUDITED FINANCIAL STATEMENTS ARE ALSO AVAILABLE ON THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE.
COMPENSATION OF DIRECTORS
PART VII
THE COMPENSATION REPORTED FOR PETER ROTOLO, JOSEPH TAYLOR, AND KELLEY CORNELL ARE FOR THEIR SERVICES AS MEDICAL DIRECTORS. NO COMPENSATION IS PROVIDED TO DIRECTORS FOR VOTING MEMBER SERVICES.
OTHER CHANGE IN NET ASSETS
PART XI, LINE 9
TRANSFERS TO AFFILIATES (1,275,000) UNREALIZED LOSS ON INTEREST RATE SWAP 757,921 UNREALIZED CHANGE IN ANNUITY 702,371 CHANGE IN BENEFICIAL INTEREST IN TRUST 120,695 PLEDGE DISCOUNTS 18,392 UNCOLLECTIBLE PLEDGE (8,844) IMPAIRMENT LOSS ON SECURITIES (25,757) ASSETS RELEASED FROM RESTRICTION (10,828) TOTAL 278,950
PROCEDURES TO TAKE CORRECTIVE ACTION
SCHEDULE K, PART V
THE HOSPITAL MONITORS THEIR TAX EXEMPT BONDS TO ENSURE THAT VIOLATIONS OF FEDERAL TAX REQUIREMENTS ARE TIMELY IDENTIFIED AND CORRECTED THROUGH THE VOLUNTARY CLOSING AGREEMENT PROGRAM IF SELF-REMEDIATION IS NOT AVAILABLE. NO WRITTEN PROCEDURES WERE IN PLACE AT SEPTEMBER 30, 2013.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.