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 | |||||
|
Total |
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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) |
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| 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) |
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| 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): |
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| 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 |
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| 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 |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | 17005038 |
| Software Version: | 2017v2.2 |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Line 2: Description of Business or Family Relationship of Officers, Directors, Et | Timothy J. Babineau, MD, President & CEO, and Mary A. Wakefield, Treasurer/EVP/CFO, are board members of VNA Technicare, Inc. (VNA), a related for-profit corporation. Dr. Babineau is a director and Ms. Wakefield is an officer of VNA. Additionally, Ms. Wakefield and Paul J. Adler, Secretary, are board members of Lifespan MSO, Inc. (MSO) and Lifespan Risk Services, Inc. (LRS), separate related for-profit organizations. Mr. Adler is a director of MSO and LRS while Ms. Wakefield is an officer of those two organizations.Lawrence A. Aubin, Sr., Chair, and Shivan Subramaniam, Trustee, are Directors of the same for-profit organization. |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | Lifespan Corporation is the sole corporate member of NH. |
| Form 990, Part VI, Line 7a: How Members or Shareholders Elect Governing Body | Effective October 23, 2012, the Board of Directors of Lifespan and the Boards of Trustees of Rhode Island Hospital, The Miriam Hospital, Newport Health Care Corporation, NH, and Emma Pendleton Bradley Hospital approved a restructuring of their governance. The restructuring has increased governance effectiveness and has streamlined governance operation, as well as provided a single strategic perspective for the Lifespan system hospitals. Pursuant to the restructuring, the bylaws of each of the affiliates were amended such that the composition of the boards of trustees of each of the hospitals and Newport Health Care Corporation is defined as those persons serving from time to time as the directors of Lifespan. As a result, the Boards of each entity are comprised of the same individuals. The Board of each entity retains its responsibilities and authorities notwithstanding the revision in its composition. The Board of Directors of Lifespan consists of not less than fourteen nor more than thirty-one directors, including the President and CEO of Lifespan, who serves ex-officio with vote.Additionally, the bylaws of NH confer certain reserved powers upon Lifespan to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Lifespan include: to elect and remove NH trustees and to approve the election of and removal of certain officers. |
| Form 990, Part VI, Line 7b: Describe Decisions of Governing Body Approval by Members or Shareholders | The NH Board is comprised of the same individuals who serve on the Lifespan Board. Lifespan has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Lifespan, in addition to those noted above, include: to approve amendment of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness. |
| Form 990, Part VI, Line 11b: Form 990 Review Process | The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Lifespan's Finance Department, with review by Lifespan's tax advisors, KPMG LLP (KPMG). The Form 990 is prepared by the accounting staff upon completion of Lifespan's annual independent audit and reviewed by the Corporate Services Tax Compliance Manager, the Vice President of Finance - Newport Hospital, and the Vice President of Finance - Corporate Services. The Form 990 is forwarded to KPMG for further review. KPMG provides the Tax Compliance Manager with any recommended changes which are reviewed, and if agreed upon, are incorporated into the return. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form, along with a video presentation detailing form highlights, is posted to NH's Board of Trustees website portal in advance of its next Board meeting, at which all questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password-protected website portal. The EVP/CFO is authorized to file the Form 990. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | Lifespan, as well as the Newport Hospital Obligated Group (NH and Newport Hospital Foundation), currently make their annual and quarterly consolidated/combined financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Lifespan's and the Newport Hospital Obligated Group's financial information to repositories and investors alike. Newport Hospital's financial statements are included in the Newport Hospital Obligated Group's combined financial statements. NH's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Lifespan EVP/CFO, either in person or by mail. |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Change in Funded Status of Pension Plan = $3558500 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Decrease in Interest in Net Assets of NHF = -$3882839 |
| Form 990, Part I, Line 7b: | The amount reported on Part I, Line 7b includes certain fringe benefit expenses subject to unrelated business taxable income under IRC Section 512(A)(7). Such amounts are not considered revenue, and therefore, are not reported as such on Form 990, Part VIII. |
| Form 990, Part III, Line 4a | NH first received the Magnet designation from the American Nurses Credentialing Center (ANCC) in 2004. Of more than 5,000 hospitals in the United States, approximately 4 percent have achieved Magnet status. Standards for Magnet status are rigorous and include not only outstanding patient care but also best practices in nursing, management philosophy, national standards for quality improvement, leadership by the chief nursing officer, nurse education levels, and professional models of care. The Magnet process is continuous; the ANCC again redesignated NH as a Magnet hospital in 2009 and 2014.The Noreen Stonor Drexel Birthing Center at NH has received the prestigious Baby Friendly designation from the World Health Organization and UNICEF. NH is recognized for providing an optimal environment for the promotion, protection, and support of breastfeeding. Hospitals are awarded this status only when trained, independent evaluators have determined that all hospital practices meet the rigorous Baby Friendly standards.During 2018, NH, RIH, and TMH all received an "A" in the national Leapfrog Hospital Safety Grade ratings from The Leapfrog Group. Lifespan was the only health system in Rhode Island to earn the top score at each of its eligible hospitals.In 2017, NH was the only community hospital in Rhode Island to be recognized as a high performer in two clinical areas chronic obstructive pulmonary disease (COPD) and heart failure by U.S. News & World Report in its 2017 Best Regional Hospitals rankings. Additionally, NH received The Joint Commission Gold Seal of Approval for health care quality and safety. NH was selected as a Guardian of Excellence Award recipient for the quality of its inpatient rehabilitation. Deemed to be in the top 95th percentile or above by the awarding group, Press Ganey Associates, NH recently expanded its rehabilitation capacity with the creation of a physiatry service line and the addition of two physiatrists. The new staff work closely with NHs Vanderbilt Rehabilitation Center staff, providing medical support, enhanced services, and continuum of care after discharge. Other significant accreditations earned by NH include: certification as a Primary Stroke Center by the Joint Commission on Accreditation of Healthcare Organizations, certification by The American College of Radiology as a Breast Imaging Center of Excellence, and accreditation and recognition from the American Association of Blood Banks, the College of American Pathologists, the American Association of Cardiovascular and Pulmonary Rehab, the Commission on Accreditation of Rehab Facilities and the Intersocietal Commission for the Accreditation of Echocardiography Laboratories.NH has developed formal and informal educational affiliations with the University of Rhode Island College of Nursing; Community College of Rhode Island; Salve Regina University; and the University of Massachusetts-Dartmouth, pursuant to which their nursing students obtain clinical training and experience at NH, which does not receive any compensation from the various schools for providing a clinical setting for the student nurse training.NH provides full charity care for individuals at or below twice the federal poverty level, with a sliding scale for individuals up to three times the poverty level. In addition, a substantial discount consistent with Medicare program reimbursement is offered to all other uninsured patients. NH determines the costs associated with providing charity care by aggregating the applicable direct and indirect costs, including compensation and benefits, supplies, and other operating expenses, based on data from its costing system. The total net cost incurred by NH to provide charity care amounted to $588,028 in fiscal 2018. Charges forgone, based on established rates, amounted to approximately $5,456,000.NH substantially subsidized various health services including adult psychiatry, Vanderbilt Rehabilitation, and obstetrics at a net cost of $2,081,593 in fiscal year 2018.NH also provides numerous other services to the community for which charges are not generated. These services include certain emergency services, community health screenings for cardiac health, prostate cancer and other diseases, smoking cessation, immunization and nutrition programs, diabetes education, community health training programs, patient advocacy, foreign language translation, physician referral services, and charitable contributions. The net cost of these services amounted to $295,606 in fiscal year 2018.NH subsidizes the cost of treating patients who receive government assistance where reimbursement is below cost. Medicaid is a means-tested health insurance program, jointly funded by state and federal governments. States administer the program and set rules for eligibility, benefits, and provider payments within broad federal guidelines. The program provides health care coverage to low-income children and families, pregnant women, long-term unemployed adults, seniors, and persons with disabilities. Eligibility is determined by a variety of factors, which include income relative to the federal poverty line, age and immigration status, and assets. |
| Form 990, Part III, Line 4b | Outpatient services include an emergency department, diagnostic medical imaging, laboratory, Vanderbilt Rehabilitation, and wound care, among others. The Emergency Department (ED) is open and staffed 24 hours a day, 365 days a year, with emergency medicine physicians and specially trained physician assistants and nurses. The ED, in accordance with the hospital's mission and civic obligations, treats every person who seeks care, regardless of their ability to pay. |
| Form 990, Part VI, Section A, Line 1b: | *Lawrence A. Aubin, Sr., Chair, is the owner of Lawrence Investments, LLC, with which Lifespan entered into a ten-year operating lease of certain health care facilities in July 2015. During fiscal year 2018, Lifespan paid rent to Lawrence Investments, LLC under the terms of this lease. |
| Form 990, Part VI, Section B, Line 12c | Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including NH, and administered by Lifespan's Corporate Compliance Department as follows:Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan. |
| Form 990, Part VI, Section B, Lines 15a and b | The following applies to Lifespan and all of its affiliates, including NH:EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees. Lifespan's executive compensation program complies both with law and with contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using audited actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the healthcare industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to healthcare industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy. Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants. Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for the Committee's consideration.New Participants in Executive Compensation Program: With respect to compensation offers for individuals expected to participate in the executive compensation program, certain members of the Lifespan CEO's Council work with the Committee's independent compensation consultant or rely on information previously provided by the consultant to establish a range of reasonable cash compensation within which recruitment is expected to conclude through acceptance of a reasonable compensation offer. |
| Form 990, Part XII, Line 2: | NH produced audited financial statements as of and for the year ended September 30, 2018. Additionally, it was included in Newport Health Care Corporation's audited combined financial statements as well as Lifespan Corporation's audited consolidated financial statements, in which one column is used for the Newport Hospital Obligated Group, which includes Newport Hospital and Newport Hospital Foundation. The Lifespan Audit and Compliance Committee assumes responsibility for oversight of the audit of Lifespan Corporation's consolidated financial statements and the selection of Lifespan Corporation's independent accountant. |
| Software ID: | 17005038 |
| Software Version: | 2017v2.2 |