Attach to Form 990 or Form 990-EZ.
See separate instructions.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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). | ||||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (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.).. | ||||||




| Facts And Circumstances Test |
|---|
| Explanation |
|---|
| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part III, Line 4d: Other Program Services Description | OTHER PROGRAM SERVICES 4: Provide healthcare services regardless of ability to pay as well as education, research and promotion of health. Provided other uncompensated care (at cost) of $5,992,876. OTHER PROGRAM SERVICES 5: Please see the following excerpt from the EMHS Annual Report to the Community for details of community benefit projects by Mercy Hospital.Leadership: President and CEO: Eileen Skinner; Board Chair: Tom YoderDescription: Mercy Health System includes Mercy Hospital, Garys House, McAuley Residence, Mercy Recovery Center, and VNA Home Health Hospice. Mercy Health System provides a broad range of medical and surgical services, as well as nine primary care locations, five express care locations, and 17 sub-specialty physician practices ranging from thoracic and spine surgery to ear, nose, and throat and cancer care.Employees: 1,870Locations: Portland, Westbrook, Gorham, Windham, Yarmouth, Standish, South Portland, Falmouth, West FalmouthHighlights: Maintained an A safety score from The Leapfrog Group; became recertified by The Joint Commission in the Total Hip/Knee Program and the Spine Surgery Program; and earned a full, three-year National Accreditation Program for Breast Center (NAPBC) from the American College of SurgeonsMercy also continues to exceed goals for patient satisfaction for the hospital survey The Orthopaedic InstituteIncreased volume by 39 percent since 2010, making up 41 percent of all surgical cases Successfully opened Mercys Express Care+ at the Fore River location in Portland, Maine, increasing the total number of express care facilities Mercy offers to the southern Maine population to five; also, opened Mercy Primary Care South, located in South Portland Selected as one of 35 hospitals nationwide to participate in the American College of Cardiology Patient Navigator Program, providing personalized services to heart disease patients to avoid a readmission to the hospital Continued to work closely with each member of the medical neighborhood, a MeHAF grant-funded payment reform initiative: Amistad, Healthcare for the Homeless, Opportunity Alliance, Portland Public Health, and Portland Community Health Center to include referrals and all ancillary services Presented with a grant from the Tyler Family Foundation to build the Tyler Suite at the State Street location, providing a welcoming and peaceful space for patients and families facing life-threatening and terminal illnessTotal Community Benefit: $47,295,997Philanthropy: $82,829Community Benefit Operations: $421,714Community Building Activities: $258,002Community Health Improvement Services: $284,532Health Professions Education: $70,414Financial and In-Kind Contributions: $3,203Unrecoveragle Interest Cost of Funds used to subsidize state MaineCare/Medicaid underpayment of $0.6M: $35,958Traditional Charity Care: $7,138,738Unpaid Cost of Public Programs:Medicare $31,303,220Medicaid $7,780,216 |
| Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et | Jon Jennings, trustee/officer, Joseph Gray, trustee, and Eileen Skinner, trustee/officer are members of Maine Historical Society board. |
| Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents | On October 4, 2013, Mercy Hospital (Mercy), VNA Home Health and Hospice (VNA), and Mercy Health System of Maine (MHSM) became members of Eastern Maine Healthcare Systems (EMHS). EMHS became the sole corporate member of MHSM, and the Class B corporate member for Mercy and VNA. MHSM became the Class A corporate member of Mercy and VNA. The transaction was accounted for as an acquisition in accordance with Accounting Standards Update No. 2010-07, Not-for-Profit: Mergers and Acquisitions, which requires the assets and liabilities of MHSM to be accounted for at fair value as of the date of the acquisition. The fair value of the net assets at the date of acquisition were recognized as a contribution received in the acquisition of Mercy as part of other gains, temporarily restricted net assets, and permanently restricted net assets based on the donor restrictions, if any, on such net assets. There was no consideration transferred in connection with the transaction.On October 4, 2013, Mercy, VNA, MHSM adopted the bylaws that were consistent with the current EMHS bylaws and other members on that date. Then Mercy and VNA along with other members adopted the following Uniform Bylaws.ADOPTION OF UNIFORM BYLAWS BY EMHS MEMBER ORGANIZATIONS (FY 2014)As part of the Governance Integration Project, a Bylaws Task Force was established and charged with drafting a uniform set of bylaws for EMHS Member Organizations for the purpose of achieving clarity and transparency, shared understanding, efficiency in board operations and administration, and compliance with legal requirements and best practice standards.As a result of the work performed by the Bylaws Task Force, the following EMHS Member Organizations adopted Restated Bylaws in FY 2014: Acadia Hospital, Corp., Charles A. Dean Memorial Hospital, Eastern Maine HomeCare, Eastern Maine Medical Center, EMHS Foundation, Inland Hospital, Mercy Hospital, Rosscare, The Blue Hill Memorial Hospital, The Aroostook Medical Center, and VNA Home Health & Hospice.There were no changes to the Bylaws of Sebasticook Valley Health in FY 2014 because Sebasticook was not an Integrated Member Organization for the period covered by this tax return. Impact on Board Structure and Key Operations This Summary focuses on the elements in the uniform bylaws adopted by the Member Organizations that required a change in board structure and/or key operations. Structure includes board composition and the role of officers. Key operations include how the boards oversight responsibilities are deployed across committees and the board as a whole. These changes had the most impact on board leadership, as their implementation shifted current committee roles, affected individual trustee or directors committee assignments, and affected the appointment of the secretary and the treasurer. Key Changes in Board Structure and Role of Officers:1) Proposed size ranges. The number of board members for member hospitals is 11 -19; and the number of board members for non-hospital members is 9-15. The term limit for board members is up to four (4) consecutive three-year terms.2) EMHS CEO became a voting member of all boards. This was previously the case for all Member Organizations with the exception of Inland and BHMH.3) Hospital boards have ex officio seats for the two senior physician leaders. Exceptions: a. EMMC retained current complement of four ex officio physician seats; Acadia established one ex officio physician seat and Charles A. Dean Memorial Hospital retained one ex officio physician seat. b. Inland previously had a third seat designated for a physician, but now the current occupant may continue service on the board as a regular trustee assigned to an elected term.4) Officers. The President of the Member appoints the secretary and, in consultation with the Board, the president of the Member Organizations. The president may be removed by the President of the Member, in consultation with the Board. EMHS general counsel now serves as secretary of each Member Organization. The respective chief financial officers now serve as treasurer of the Member Organizations. Previously, volunteer board members served in the offices of secretary and treasurer at BHMH, Inland and TAMC. a. After the changes noted, the remaining board volunteer officer positions were limited to chair and vice chair unless otherwise deemed necessary by the board. The chair and vice chair positions are limited to three consecutive one-year terms.5) The position of honorary board member was eliminated. Previously, four hospitals (Acadia, Charles A. Dean Memorial Hospital, EMMC and Inland) permitted the election of honorary board members. Among them, only Inland had (two) honorary trustees, who are grandfathered under the uniform bylaws.Key Changes in Board OperationsThe committee structure was designed to: align across Member Organizations to the extent practicable; assure that boards have the benefit of committee work in areas requiring specialty expertise; facilitate coordinated board education and development; and encourage the exchange of best practices. Under the uniform bylaws, as has always been the case, unless explicitly delegated by the board [see 2c and 2d below], committee authority is limited to making recommendations to the full board. 1) The changes in committee structure made under the uniform bylaws reflect consideration that, rather than being delegated to a standing committee, the following oversight and strategic responsibilities are better retained within the province of the entire board: a) Mission, vision, values b) Community health needs assessment within a population health context c) Community benefit: planning, measuring, reporting d) Strategic planning in coordination with the EMHS process e) Compliance with IRS Form 990, conflict of interest policy, and independence requirements f) Philanthropy g) Advocacy2) Committees a. Under the uniform bylaws, Hospital standing committees comprise: Finance (and where relevant, an Investment Subcommittee); Governance (and an independent Nominating Subcommittee); Quality and Professional Affairs; and Joint Conference. b. Under the uniform bylaws, Non-hospital standing committees comprise: Finance (and where relevant, an Investment Subcommittee); Governance (and an independent Nominating Subcommittee); and where patient care is provided, Quality and Professional Affairs. c. Under the uniform bylaws, Special and ad hoc committees may be appointed by the chair for any specific purpose or function, to be terminated at any time by the chair. Committee chairs may serve no more than five (5) consecutive full one-year terms.3) Dissolution of the Executive Committee (EC) Under the uniform bylaws, the Executive Committee has been dissolved and certain responsibilities transferred to the Governance Committee and the Quality and Affairs Committee. The rationale behind this change was as follows: a. Over time, ECs can grow in size and function to a degree that risks generating a sense among non-members of being rubber stamps. Prior to adoption of the uniform bylaws, five of the six ECs had rosters that represented half or more of the elected board members. b. Prior to adoption of the uniform bylaws, three of the ECs had committee- level responsibility for finance. Under the uniform bylaws, each Member Organization has a dedicated Finance Committee. c. Historically, the EC has been delegated authority to act on behalf of the board, within defined parameters, when a time-sensitive matter requires action between regularly scheduled board meetings. The uniform bylaws vest this authority in the Governance Committee, which has been the practice on the EMHS board. d. Prior to adoption of the uniform bylaws, four hospital ECs (Acadia, EMMC, Inland, TAMC) had authority to approve medical staff privileges and credentials between board meetings. The uniform bylaws vest this authority in the Quality and Professional Affairs Committee. Transferring this between-meetings exigency role to the Quality and Professional Affairs Committee retains the integrity of the process and aligns with the role and aptitude of the Quality and Professional Affairs Committee. e. Over time, some ECs have inherited responsibilities when another committee has been dissolved. Current examples include community relations and fundraising functions increasingly viewed as board-wide concerns. f. Some ECs conduct executive performance reviews. A uniform policy to be developed in support of the uniform bylaws will assign this responsibility to an ad hoc group comprising the EMHS CEO and independent Member Organization board members serving as chair, vice chair, and committee chairs. 4) Meeting Frequency - Under the uniform bylaws, Boards will meet at least four times annually. Provisions remain the same for holding special meetings.5) Fiduciary Duty - The uniform bylaws contain a straightforward affirmation of fiduciary duty consistent with Maine statutory law. 6) In |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | Mercy Hospital (the Corporation) is a Maine nonprofit corporation. Eastern Maine Healthcare Systems (EMHS), also a Maine nonprofit corporation, is the sole corporate member of the Corporation. |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body | Each year at their annual meeting, the directors elect replacements for those directors whose terms are expiring Election of directors is subject to ratification by the EMHS Board of Directors. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders | EMHS has authority to appoint and remove the CEO of the Corporation. EMHS also has joint and superior authority to approve, disapprove or initiate action with respect to the following matters: I. amendments to the corporations Articles of Incorporation or Bylaws;II. changes in legal form of organization of the Corporation;III. election of the Directors/Trustees of the Corporation;IV. action concerning the Corporations operating budget and capital expenditures;V. the Corporations acquisition of assets or assumption of liabilities of an unaffiliated third party;VI. transfer of 5% or more of the assets of the Corporation;VII. financing transactions concerning the Corporation; VIII. merger, consolidation, sale, lease, mortgage, pledge or other disposition of all or substantially all assets of the Corporation; IX. add or revise a health care service of the Corporation;X. discontinue or close a health care service of the Corporation;XI. action concerning the Corporations role in the EMHS Strategic Plan;XII. action concerning the Corporations participation in key strategic affiliations with third parties not affiliated with EMHS; andXIII. dissolution of the Corporation. |
| Form 990, Part VI, Line 11b: Form 990 Review Process | Form 990 is reviewed by the CFO of Mercy Hospital. It is also provided to each board member either electronically or in hard copy with an opportunity to ask questions prior to filing with the IRS. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts | The organization requests updates of potential conflicts and relationships from the officers and Board members on an annual basis. The request requires disclosure of all business relationships, board memberships, and family relationships. A database is maintained that is compared to payroll records and the accounts payable vendor list to identify any potential conflicts of interest. Transactions are reviewed for reasonableness as an arm's length transaction.The first agenda item for board meetings and board committee meetings is for members to declare any conflict of interest with upcoming agenda items or deliberations. At any point when consideration is being given to purchase/contract with a party in interest, the member with the conflict is either excused from the discussion and consideration process or abstains from voting on the matter.All transactions identified with parties in interest are disclosed within the Form 990. All are deemed to be arm's length transactions. |
| Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management | The CEO of Mercy and the system President/CEO (President) who serves on the board ex-officio are employed by the system parent, Eastern Maine Healthcare Systems (EMHS).The EMHS Executive Performance Management Committee (the Committee) is responsible to monitor and evaluate the performance of the EMHS President, to set compensation of the EMHS President, and to review recommendations of the EMHS President with respect to compensation of the Chief Executive Officer of the direct subsidiaries, and other direct reports to the President. The Committee is comprised entirely of independent Directors per EMHS bylaws.Process:The Committee meets regularly throughout the fiscal year at the discretion of the Committee chair as well as on call of the Chair of the EMHS board. In carrying out its duties pursuant to the Bylaws, the Committee:-Assures that the executive compensation program is administered in a manner consistent with the EMHS executive compensation philosophy.-Reviews and updates the EMHS executive compensation philosophy which serves as the foundation on which all current and future executive compensation decisions are made.-Assures that value of compensation provided by EMHS does not exceed the value of services provided by the executive.-Reviews annual incentive compensation criteria for eligible executives, as defined by the EMHS President.-Reviews periodic compensation survey information and provides expert input to proposed changes to the executive compensation program.-Assures that a formal and timely performance management system is in place for executives.-Reviews incentive compensation criteria scoring and associated pay schedules for officers and key employees.-Provides any public statements regarding executive compensation practices at EMHS deemed appropriate.-Maintains minutes of the meeting and communicates actions to the EMHS Board of Directors.To accomplish this, the committee uses an external consultant with access to comparative data from independent sources and include national as well as regional data points. The EMHS President reviews all direct report compensation actions with the committee. In addition, the EMHS President ensures that any subsidiary policies and practices governing executive compensation are consistent with the committee's philosophy and practices statement.Form 990, Part VI, Line 15b - Compensation Review & Approval Process - Officers & Key EmployeesCompensation of other officers and key employees of the organization is established by the Human Resources department who utilize external market research to establish compensation ranges for specific positions. On an annual basis, the compensation ranges are compared to the updated survey information.The hiring manager will determine where the employee will fall within the ranges established by the Human Resources department based on experience and credentials. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | Mercy makes its governing documents, conflict of interest policy and financial statements available to the public upon request. |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Beginning of year net assets-see Contrib rec in Acquistion = -$53822170 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Change in net assets held @ EMHS Foundation = $988716 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Contribution To Strat Pool Per Affiliation Agreement = -$1610598 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Contributions Received in Acquistion of Mercy = $62824037 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Transfer to exempt parent - Eastern Maine Healthcare Systems = -$1081356 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Transfer to exempt subsidiary-EMHSF = -$769659 |
| Form 990, Part X, line 11 - Balance Sheet | All marketable securities were converted to cash in anticipation of the member substitution with Eastern Maine Healthcare Systems. |
| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |