Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 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)
Elliot Hospital |
020509911 | 3 | Yes | 0 | 0 | |
|
Total 1
|
0 | 0 | ||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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 2019 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-2019 |
(iii) Distributable Amount for 2019 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2019 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2019: | ||||
| a From 2014....... | ||||
| b From 2015....... | ||||
| c From 2016....... | ||||
| d From 2017....... | ||||
| e From 2018....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2019 distributable amount | ||||
|
i
Carryover from 2014 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2019 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2019 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2020. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2015..... | ||||
| b Excess from 2016..... | ||||
| c Excess from 2017..... | ||||
| d Excess from 2018..... | ||||
| e Excess from 2019..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Section A, line 2 | Diane Mercier, who served as a Trustee until April 2018, and John Mercier, who began serving as a Trustee in January 2018, have a family relationship. Dianne Mercier and Daniel Monfried have a business relationship. |
| Form 990, Part VI, Section A, line 3 | Jeffrey Rooney, who served as Chief Financial Officer until January 2017, and Joseph Ingold, who took over as Chief Financial Officer at that time until June 2018, were both contracted employees through Martinville Dunn, LLC and Ingold & Associates, LLC, respectively. Both LLCs are unrelated to the Hospital and its affiliates. Compensation in the amount of $109,920 was paid to Martinville, Dunn, LLC during calendar year 2017 by the Hospital for Mr. Rooney's services. The total compensation paid to Mr. Ingold's LLC for his services during 2017 was $579,817. Additionally, Mr. Ingold received a housing allowance in the amount of $7,500 during the calendar year, which is included in the amount paid to Ingold & Associates, LLC. As the fees paid to each LLC were paid for services to the entire related party system, an accurate breakdown of the fees relative to the filing organization is not readily determinable. In accordance with IRS instructions, these fees have been reported as compensation on Form 990, Part VII-A and Schedule J, Part II and further disclosed in Schedule O for Form 990, Part VI, Line 3. See also Schedule L. |
| Form 990, Part VI, Section A, line 4 | The filing organization updated its mission statement to, "Elliot Health System strives to Inspire wellness, Heal our patients, and Serve with compassion in every interaction. Additionally, Elliot Health System amended its bylaws during the filing period as a result of its combination agreement with Southern New Hampshire Health System to form a new company, SolutionHealth, which became the sole member of the two healthcare systems. Significant changes to the bylaws during the year include: - Giving the member organization significant powers authorizing the election and removal of the filing organization's Board members (see also Form 990, Part VI, Line 7a explanation). - The member's Board of Directors may initiate any action to amend Elliot Health System's Articles of Agreement or bylaws, and any changes must be approved by a 2/3 vote of both the filing organization and the Regional Board (the Board of Directors of the member, SolutionHealth). - The Regional Board and Elliot Health System's Board must both authorize by a 2/3 vote the formation, addition, merger, consolidation, combination, affiliation or dissolution of an Elliot Health System affiliate or subsidiary. - The Regional Board and Elliot Health System's Board must both authorize by a 2/3 vote any action to effect a merger, consolidation, combination or affiliation proposal of Elliot Health System. - Any action to appoint or remove a CEO of the filing organization must be initiated by the nomination of a candidate by Elliot Health System's Board, and shall be authorized by a majority vote of both Elliot Health System's Board and the Regional Board. - The Regional System's Chief Executive Officer, with the assistance of the filing organization's CEO, shall manage the development of any proposal to adopt or modify any financial or investment management policy; the development of annual operating and capital budgets; the adoption or modification of compensation or benefit programs; the development of any new information technology programs; the development of new financial accounting systems and the engagement of independent auditors; and the development of any proposal to add, eliminate, or in materially alter in a substantial way, a clinical services program of Elliot Health System. Significant modifications in any of these areas must be authorized by a majority vote of the Regional Board. - The Regional Board and Elliot Health System's Board must both authorize any action to incur indebtedness or a lien in the amount of $2,000,000 or more, as well as any action to purchase, sell, lease or transfer assets of $2,000,000 or more. -Finally, a clause regarding the voting rights of the member was added to the bylaws that states the Regional Board may override the negative vote of Elliot Health System's Board regarding any "Major Operational Matter" outlined above with a vote of 75% or more at any meeting at which a quorum is present; provided that such a vote shall be effective only if it occurs within 90 days after the negative vote of the applicable Corporation Board. |
| Form 990, Part VI, Section A, line 6 | SolutionHealth is the sole corporate member of Elliot Health Systems. |
| Form 990, Part VI, Section A, line 7a | The Board of SolutionHealth (the Regional Board), has the power to authorize by a majority vote any action to to elect a trustee of the filing organization. Additionally, any action to remove a trustee may be initiated by the Regional Board, provided that there is cause for removal, and shall be authorized by a majority vote of both Boards. If an action to remove a director of the Corporation Board is not authorized because of an impasse, then such removal may be approved by a unanimous vote of the Regional Board without further action by the filing organization's Board. |
| Form 990, Part VI, Section A, line 7b | Please see explanation for Form 990, Part VI, Line 4 for all governance decisions that are reserved to the organization's sole member, SolutionHealth. |
| Form 990, Part VI, Section B, line 11b | The completed Form 990 is presented to the full Board prior to filing. Board members can review the draft and bring any questions forward for discussion prior to filing. |
| Form 990, Part VI, Section B, line 12c | Officers, directors, and key employees are required annually to sign a conflict of interest form which requires reporting any potential conflict of interest arrangements with the organization. |
| Form 990, Part VI, Section B, line 15 | The compensation committee of the Board utilizes outside compensation consultants to evaluate the salaries for the CEO, CFO, and COO. The consultants utilize their internal data along with national and local benchmark data from the industry to develop salary levels. Recommendations of the consultant are reviewed by the compensation committee, who recommends compensation levels to the full Board for approval. An outside consulting firm is also used by the organization to review the compensation of the remainder of the vice presidents. Again, national and local benchmarks for salaries are consulted to determine salary levels for these positions. |
| Form 990, Part VI, Section C, line 19 | Each of these documents is filed with the New Hampshire Secretary of State and is available upon request. |
| Form 990, Part VII-A and Schedule J, Part II: | Mr. Turilli did not begin working for the filing organization and its related entities as Chief Financial Officer until 2018. In accordance with IRS instructions, which stipulate that compensation is to be reported for individuals listed in Form 990, Part VII, Section A based on the calendar year ending within the reportable fiscal year, no compensation has been listed for Mr. Turilli in Form 990 Part VII-A or Schedule J, Part II. Compensation information for Mr. Turilli will be reported on the Organization's Form 990 for the fiscal year ending June 30, 2019. |
| Form 990, Part XI, line 9: | Transfers from Affiliates 4,589,000. Equity in Net Loss of Affiliate -39,799. |
| Form 990, Part XII, Line 2c: | The audit process has not changed from the prior year. |
| Form 990: | In April 2018, the system signed a combination agreement with Elliot Health System to form a new company, SolutionHealth, which became the sole member of the two healthcare systems. SolutionHealth allows the system to establish a regional healthcare organization in New Hampshire that combines resources and skill-sets from both Elliot Health System and Southern New Hampshire Health System, Inc. As a result of this combination, SolutionHealth became the sole-corporate member of Southern New Hampshire Health System, Inc. which is the sole-corporate member of Foundation Medical Partners. This strategic collaboration allows the two Systems to: - support and facilitate an integrated community-based, regional health care delivery system among the Hospital Systems; - align the missions and economic interests of the Hospital Systems to enhance care for the communities served; - engage in collaborative regional planning relating to the delivery of health care services in southern New Hampshire; - create a high degree of interdependence and cooperation in a health care network so as to control costs, increase value, ensure quality, and improve access in the communities served by the Hospital Systems; - enhance regional access for those served by the Hospital Systems; - support, protect and enhance the ability of the Hospital Systems to perform their existing historic charitable mission in the future; and - strengthen the charitable missions of the Hospital Systems, embracing a commitment to southern New Hampshire as a region. |
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