Attach to Form 990 or Form 990-EZ.
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 (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
MOUNTAIN STATES HEALTH ALLIANCE |
620476282 | 3 | Yes | 0 | 0 | |
| (B)
WELLMONT HEALTH SYSTEM |
621636465 | 3 | Yes | 0 | 0 | |
| Total 2 | 0 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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 VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2015 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
||||
|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| PART IV, SECTION C, LINE 1 | DURING FY16, NEWCO'S FIRST YEAR OF EXISTANCE, AN INTERIM BOARD OF DIRECTORS WAS ESTABLISHED, COMPRISED OF TWO EXISTING BOARD MEMBERS FROM WELLMONT HEALTH SYSTEM ("WELLMONT") AND TWO BOARD MEMBERS FROM MOUNTAIN STATES HEALTH ALLIANCE ("MSHA"). THIS FOUR-MEMBER INTERIM BOARD DOES NOT REPRSENT A MAJORITY OF EITHER MSHA OR WELLMONT'S EXISTING BOARDS. MSHA'S CEO AND WELLMONT'S CFO WERE APPOINTED AS NEWCO, INC.'S INTERIM OFFICERS. UPON THE EFFECTIVE DATE OF AFFILIATION BETWEEN WELLMONT AND MSHA, THE INTERIM DIRECTORS WILL RESIGN AND NEWCO'S FULL BOARD WILL BE SELECTED. PURSUANT TO NEWCO'S BYLAWS, NEWCO'S DIRECTORS WILL ALSO BE DIRECTORS OF MSHA AND WELLMONT. |
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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-EZ, PART III | NEWCO, INC. ("NEWCO") WILL BECOME THE SOLE MEMBER OF MOUNTAIN STATES HEALTH ALLIANCE, INC. ("MSHA") AND WELLMONT HEALTH SYSTEM ("WELLMONT"), AND A SUPPORTING ORGANIZATION FOR MSHA AND WELLMONT. MSHA IS A PUBLIC BENEFIT CORPORATION AND THE PARENT COMPANY OF A LARGE MULTI-STATE NONPROFIT, TAX EXEMPT HEALTH CARE DELIVERY SYSTEM WHICH OPERATES HOSPITALS AND HEALTH CARE FACILITIES IN TENNESSEE AND VIRGINIA. LIKEWISE, WELLMONT IS A PUBLIC BENEFIT CORPORATION WITH HOSPITALS AND HEALTH CARE FACILITIES IN TENNESSEE AND VIRGINIA. NEWCO'S FORMATION WAS A RESPONSE TO CONCERNS OF MSHA AND WELLMONT REGARDING MEDICAL AND ACUTE CARE HOSPITAL SERVICES IN TENNESSEE AND VIRGINIA. WELLMONT AND MSHA SHARE A COMMON AND UNIFYING CHARITABLE MISSION TO PROVIDE HIGH QUALITY, AFFORDABLE HEALTH CARE AND HEALTH CARE-RELATED SERVICES; TO EXPAND ACCESS TO HEALTH CARE SERVICES; AND TO PROMOTE AND IMPROVE THE HEALTH CARE STATUS OF THE COMMUNITIES THEY SERVE. WELLMONT AND MSHA CONCLUDED THAT IT IS IN THE BEST INTERESTS OF THE RESIDENTS OF THE RESPECTIVE COMMUNITIES THAT THEY COMBINE THEIR ORGANIZATIONS BY ESTABLISHING A SINGLE PARENT COMPANY (NEWCO) TO OVERSEE ALL OF THE ASSETS AND OPERATIONS OF THE PREVIOUSLY SEPARATE OPERATIONS AND ALL OF THEIR RESPECTIVE AFFILIATES FOR THE PURPOSE OF ENHANCING THE PROVISION OF HIGH QUALITY AND COST EFFECTIVE HEALTH CARE THAT SUCH A UNIFIED STRUCTURE WILL FACILITATE, AND FOR THE PURPOSE OF POSITIONING THE COMBINED SYSTEMS TO ADAPT EFFECTIVELY TO THE CHANGES TAKING PLACE LOCALLY AND NATIONALLY IN THE HEALTH CARE DELIVERY AND FINANCING SYSTEMS. IN ADDITION, NEWCO'S PURPOSES INCLUDE THE PROMOTION OF HIGH-QUALITY, AFFORDABLE HEALTH CARE SERVICES, IMPROVING ACCESS TO HEALTH CARE, AND PROMOTING AND IMPROVING THE HEALTH CARE STATUS OF THE COMMUNITIES IT SERVES. THESE PURPOSES WILL BE ACHIEVED THROUGH ITS OWNERSHIP AND MANAGEMENT OF MSHA AND WELLMONT, WHICH WILL IN TURN PROVIDE ACUTE CARE HOSPITAL AND PROFESSIONAL MEDICAL SERVICES, AND ARE IN SUPPORT AND IN FURTHERANCE OF WELLMONT'S AND MSHA'S MISSION TO PROMOTE HIGH-QUALITY HEALTH CARE SERVICES FOR A BROAD CROSS SECTION OF THE COMMUNITY. THE HEALTH CARE SYSTEM OPERATED BY NEWCO, MSHA, WELLMONT AND THEIR AFFILIATES WILL- ESTABLISH NEW UNIFYING MISSION, VISION, AND VALUES STATEMENTS THAT HONOR OUR HERITAGE AND CHARTER OUR FUTURE BE ONE OF THE STRONGEST HEALTH SYSTEMS IN THE COUNTRY, KNOWN FOR OUTSTANDING CLINICAL OUTCOMES AND SUPERIOR PATIENT EXPERIENCES BE ONE OF THE BEST HEALTH SYSTEM EMPLOYERS IN THE COUNTRY AND ONE OF THE MOST ATTRACTIVE HEALTH SYSTEMS FOR PHYSICIANS AND EMPLOYEE TEAM MEMBERS CREATE NEW MODELS OF JOINT PHYSICIAN AND ADMINISTRATIVE LEADERSHIP TO SHAPE THE FUTURE OF HEALTH CARE IN OUR REGION THROUGH SUBSTANTIAL PHYSICIAN INFLUENCE AND DIRECTION PARTNER WITH PHYSICIANS TO ACHIEVE BETTER QUALITY AT LOWER COST FOR PATIENTS, BUSINESSES, AND PAYERS ACHIEVE LONG-TERM FINANCIAL STABILITY AND SUSTAINABILITY THROUGH WISE STEWARDSHIP OF RESOURCES, AVOIDANCE OF WASTE, AND SOUND FISCAL MANAGEMENT ADVANCE HIGH-LEVEL SERVICES SO THAT MORE PEOPLE CAN RECEIVE THE CARE THEY NEED CLOSE TO HOME BE A NATIONAL MODEL FOR RURAL HEALTH CARE DELIVERY AND RURAL ACCESS TO CARE WORK WITH REGIONAL EDUCATIONAL AND ALLIED HEALTH PARTNERS TO IDENTIFY HEALTH GAPS AND DISPARITIES AND EFFECTIVELY MEET COMMUNITY HEALTH NEEDS CREATE AN EFFICIENT, HIGH QUALITY HEALTH CARE SYSTEM THAT ATTRACTS EMPLOYERS TO OUR REGION AND CREATES LONG-TERM ECONOMIC OPPORTUNITY BUILD NEW POPULATION HEALTH MODELS AND LEVERAGE ELECTRONIC HEALTH RECORDS AND COMMUNITY ENGAGEMENT PROGRAMS TO REDUCE UNHEALTHY BEHAVIORS AND IMPROVE THE OVERALL HEALTH STATUS OF OUR REGION WORK WITH ACADEMIC PARTNERS, IN PARTICULAR EAST TENNESSEE STATE UNIVERSITY, IN NEW WAYS TO BOLSTER MEDICAL SCHOOL AND ALLIED HEALTH PROGRAMS AND ATTRACT RESEARCH INVESTMENTS ESTABLISH INNOVATIVE PHILANTHROPIC PARTNERSHIPS FOR HEALTH CARE ADVANCEMENT NEWCO WILL OPERATE, AND CAUSE MSHA AND WELLMONT TO OPERATE, IN ACCORDANCE WITH THE "COMMUNITY BENEFIT STANDARDS" AS THEY APPLY TO CODE SECTION 501 (C)(3) HOSPITAL NON-PROFIT CORPORATIONS, INCLUDING, WITHOUT LIMITATION, THE (I) ACCEPTANCE OF ALL MEDICARE AND MEDICAID PATIENTS, (II) ACCEPTANCE OF ALL EMERGENCY PATIENTS WITHOUT REGARD TO ABILITY TO PAY, (III) MAINTENANCE OF AN OPEN MEDICAL STAFF (SUBJECT TO CERTAIN EXCLUSIVE PHYSICIAN SERVICE ARRANGEMENTS IN CONNECTION WITH THE PROVISION OF HOSPITAL-BASED SPECIALTY MEDICAL SERVICES APPROVED BY THE GOVERNING BODY OF NEWCO FROM TIME TO TIME), (IV) PROVISION OF PUBLIC HEALTH PROGRAMS OF EDUCATIONAL BENEFIT TO THE COMMUNITY, AND (V) GENERAL PROMOTION OF PUBLIC HEALTH, WELLNESS, AND WELFARE TO THE COMMUNITY THROUGH THE PROVISION OF HEALTH CARE AT A REASONABLE COST. NEWCO WILL ENSURE THE AVAILABILITY OF HOSPITAL SERVICES AND MEDICAL CARE IN THE MOST COST-EFFECTIVE AND PATIENT-FRIENDLY SETTING IN WHICH SUCH SERVICES CAN BE RENDERED IN TENNESSEE AND VIRGINIA AND THE SURROUNDING AREAS. IN FEBRUARY, 2016, WELLMONT AND MSHA FILED FOR A CERTIFICATE OF PUBLIC ADVANTAGE (COPA) IN TENNESSEE (TENNESSEE DEPARTMENT OF HEALTH) AND A COOPERATIVE AGREEMENT IN VIRGINIA (SOUTHWEST VIRGINIA HEALTH AUTHORITY), A STEP TAKEN TO ENABLE THE TWO ORGANIZATIONS TO UNITE. BOTH APPLICATIONS INCLUDE A COPY OF THE DEFINITIVE AGREEMENT BETWEEN THE TWO HEALTH SYSTEMS, UNANIMOUSLY APPROVED BY THE BOARDS OF BOTH ORGANIZATIONS. THE DEFINITIVE AGREEMENT IS A BINDING LEGAL DOCUMENT THAT OUTLINES HOW THE TWO HEALTH SYSTEMS WOULD UNITE THEIR OPERATIONS UPON APPROVAL BY THE STATES. SINCE FILING THE APPLICATIONS, ADDITIONAL INFORMATION AND DATA WAS PROVIDED TO TENNESSEE AND VIRGINIA. NEWCO RECEIVED ITS DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICE IN MAY, 2016 ACKNOWLEDGING NEWCO AS A 501(C)(3) ORGANIZATION WITH PUBLIC CHARITY STATUS AS A 509(A)(3) SUPPORTING ORGANIZATION. |
| FORM 990-EZ, PART III, LINE 28 | NEWCO, INC. DID NOT INCUR REVENUE OR EXPENSES AND NO ACTIVITIES WERE PERFORMED DURING FY16, NEWCO'S FIRST YEAR OF EXISTANCE. NEWCO WAS ESTABLISHED TO SERVE AS THE PARENT COMPANY FOR WELLMONT HEALTH SYSTEM AND MOUNTAIN STATES HEALTH ALLIANCE UPON AFFILIATION BETWEEN THE TWO HEALTH SYSTEMS. AT JUNE 30, 2016, THE SYSTEMS WERE WORKING WITH THE STATES OF TENNESSEE AND VIRGINIA ON THE APPLICATION PROCESS REQUIRED TO OBTAIN APPROVAL FOR MERGER. |
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