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 | |||||
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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) |
||||
| 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 |
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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 I, LINE 1 & PART III, LINE 1 | DESCRIPTION OF ORGANIZATION'S MISSION COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) IS AN AFFILIATE OF BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON OR HOSPITAL) AND PROVIDES PRIMARY CARE AND SPECIALIST HEALTHCARE SERVICES IN MILTON, MASSACHUSETTS AND THE SURROUNDING COMMUNITIES. CPA IS DEDICATED TO PROVIDING HIGH-QUALITY, CUTTING-EDGE CARE TO PATIENTS IN THE COMMUNITIES WHERE THEY LIVE AND WORK, REGARDLESS OF THEIR RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, NATIONAL ORIGIN, ANCESTRY, AGE, OR DISABILITY. FOR THE PERIOD COVERED BY THIS FILING MILTON HOSPITAL FOUNDATION SERVED AS THE SOLE MEMBER OF CPA. BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC OR MEDICAL CENTER), IS A NATIONALLY RECOGNIZED TERTIARY CARE ACADEMIC MEDICAL CENTER, IS A TEACHING HOSPITAL OF HARVARD MEDICAL SCHOOL AND FOR THE PERIOD COVERED BY THIS FILING SERVED AS THE SOLE MEMBER OF BID-MILTON AND THE MILTON HOSPITAL FOUNDATION. BIDMC IS EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND IS RECOGNIZED NATIONALLY FOR THE CLINICAL EXCELLENCE OF ITS FACULTY AND THE PATIENT CARE PROVIDED, AS WELL AS FOR THE MAGNITUDE AND BREADTH OF ITS RESEARCH AND FOR ITS COMMITMENT TO MEDICAL EDUCATION. MANY OF THE PHYSICIANS AT BID-MILTON AND CPA ALSO HOLD APPOINTMENTS AT HARVARD OR OTHER MAJOR MEDICAL SCHOOLS AND ARE TIED CLOSELY WITH THEIR COLLEAGUES AT OTHER ACADEMIC MEDICAL CENTERS. BID-MILTON, CPA AND ALL OF THE AFFILIATES ARE COMMITTED TO IMPROVING THE HEALTH OF THE COMMUNITIES SERVED BY PROVIDING HIGH QUALITY, PERSONALIZED HEALTH CARE WITH COMPASSION, DIGNITY AND RESPECT FOR PATIENT RIGHTS IN A COST EFFECTIVE AND SAFE ENVIRONMENT. |
| FORM 990, PART III, LINE 4A | ORTHOPAEDIC CARE: DURING THE PERIOD COVERED BY THIS FILING, COMMUNITY PHYSICIAN ASSOCIATES (CPA) HELPED MEET COMMUNITY NEEDS FOR ORTHOPAEDIC CARE BY EMPLOYING FOUR ORTHOPAEDIC SURGEONS AND THREE PHYSICIAN ASSISTANTS WITH AN OFFICE LOCATION IN MILTON, MA. ORTHOPAEDIC CARE INCLUDES SURGICAL, PRE- AND POST-SURGICAL CARE AND NON-SURGICAL INTERVENTIONS IN AREAS INCLUDING JOINT PAIN/JOINT REPLACEMENT, SPORTS MEDICINE, FRACTURE CARE, KNEE, SHOULDER AND ELBOW SURGERY, ARTHROSCOPIC SURGERY AND TREATMENT FOR OTHER FORMS OF BONE AND JOINT CONDITIONS. THE ORTHOPEDIC STAFF PROVIDED 7,294 PATIENT VISITS AND PERFORMED 1,735 ORTHOPAEDIC SURGICAL PROCEDURES. |
| FORM 990, PART III, LINE 4B | OTHER SPECIALTY CARE SERVICES: CPA ALSO PROVIDES NEUROLOGY SERVICES, INCLUDING HEADING THE BID-MILTON STROKE RESPONSE AND TREATMENT COMMITTEE. DURING THE PERIOD COVERED BY THIS FILING, THERE WERE 181 STROKE CODES CALLED, 290 NEUROLOGY CONSULTS PROVIDED AND 379 EMG/EEG PERFORMED. |
| FORM 990, PART III, LINE 4C | PRIMARY CARE SERVICES: DURING FISCAL YEAR 2018, CPA EMPLOYED ONE PRIMARY CARE PHYSICIAN, A FAMILY PRACTITIONER, LOCATED IN RANDOLPH, MA. PRIMARY CARE PHYSICIANS (PCPS) ARE COMMUNITY BASED MEDICAL DOCTORS WHO GENERALLY PROVIDE THE FIRST CONTACT FOR A PATIENT WITH A NON-EMERGENT UNDIAGNOSED HEALTH CONCERN, AS WELL AS CONTINUING CARE FOR A VARIETY OF MEDICAL CONDITIONS, KEEPING CARE IN THE COMMUNITY WHEN IT IS APPROPRIATE. WHEN ADVANCED CARE IS NEEDED, CPA PROVIDES CONVENIENT ACCESS TO HIGH-QUALITY COMMUNITY CARE AT ITS AFFILIATE, BID-MILTON, AND LEADING-EDGE TREATMENT FROM BETH ISRAEL DEACONESS MEDICAL CENTER, A WORLD RENOWNED TERTIARY CARE ACADEMIC MEDICAL CENTER AND AN AFFILIATE OF BOTH BID-MILTON AND CPA. DURING FY 2018 CPA PROVIDED 3,253 FAMILY PRACTICE PATIENT OFFICE VISITS. |
| FORM 990, PART IV, QUESTION 12 AND 12A | STATEMENT RE AUDITED FINANCIAL STATEMENTS THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE MEDICAL CENTER AND AFFILIATES FOR FISCAL YEAR ENDED SEPTEMBER 30, 2018. THESE STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND INCLUDED THE ACCOUNTS OF THE MEDICAL CENTER AND THE ENTITIES WHICH WERE ITS SUBSIDIARIES DURING THE FISCAL PERIOD COVERED BY THIS FILING, (MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A BETH ISRAEL DEACONESS HEALTHCARE A/K/A AFFILIATED PHYSICIANS GROUP (APG), BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC. (BID-NEEDHAM), BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH, INC. (BID-PLYMOUTH), JORDAN HEALTH SYSTEMS, INC. AND HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP), THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES, AS WELL AS ALL ENTITIES FOR WHICH THESE ENTITIES SERVE AS MEMBER). |
| FORM 990, PART V, QUESTION 7G | CONTRIBUTIONS OF INTELLECTUAL PROPERTY COMMUNITY PHYSICIANS ASSOCIATES, INC. DID NOT RECEIVE ANY CONTRIBUTIONS OF INTELLECTUAL PROPERTY AND AS SUCH, WAS NOT REQUIRED TO FILE FORM 8899. |
| FORM 990, PART V, QUESTION 7H | CONTRIBUTIONS OF CARS, BOATS, AIRPLANES AND OTHER VEHICLES COMMUNITY PHYSICIANS ASSOCIATES, INC. DID NOT RECEIVE ANY CONTRIBUTIONS OF CARS, BOATS, AIRPLANES OR OTHER VEHICLES AND AS SUCH, WAS NOT REQUIRED TO FILE FORM 1098-C. |
| FORM 990, PART VI, SECTION A, LINE 2 | BUSINESS AND FAMILY RELATIONSHIPS THE FOLLOWING CPA OFFICERS, DIRECTOR/TRUSTEES, AND KEY EMPLOYEES HAVE BUSINESS OR FAMILY RELATIONSHIPS: - ESTERBROOK LONGMAID AND MICHAEL BRADY - BUSINESS RELATIONSHIP - ALEXANDRA ALEXOPOULOS AND CHRISTOPHER HEAVEY - BUSINESS RELATIONSHIP IN ADDITION TO THE RELATIONSHIPS NOTED ABOVE AND AS NOTED IN VARIOUS NARRATIVE DISCLOSURES WHICH SUPPORT THIS FORM 990 AND RELATED SCHEDULES, CAREGROUP WAS A MASSACHUSETTS NON-PROFIT CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, WHICH MERGED INTO BETH ISRAEL DEACONESS MEDICAL CENTER (MEDICAL CENTER OR BIDMC) EFFECTIVE MARCH 1, 2019. CAREGROUP'S PURPOSE WAS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MADE UP THE CAREGROUP SYSTEM. FOR THE PERIOD COVERED BY THIS FILING CAREGROUP SERVED AS THE SOLE MEMBER OF BIDMC. FOR THE PERIOD COVERED BY THIS FILING, THE MEDICAL CENTER SERVED AS THE SOLE MEMBER OF BID-PLYMOUTH, BID-NEEDHAM, APG, BID-MILTON AND JORDAN HEALTH SYSTEMS, INC. (JHSI). IN ADDITION, HMFP IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES. CAREGROUP ALSO SERVED AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST HOSPITAL (NEBH) AND MOUNT AUBURN HOSPITAL (MAH). IN TURN, NEBH SERVES AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA) AND MAH SERVES AS THE SOLE MEMBER OF MOUNT AUBURN PROFESSIONAL SERVICES (MAPS) AND CAREGROUP PARMENTER HOME CARE & HOSPICE, INC. EACH OF THE ENTITIES LISTED IN THIS PARAGRAPH MAY, IN TURN, SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE NETWORK OF AFFILIATES. TWO OR MORE OF THE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF SITTING ON ONE OR MORE BOARDS OF DIRECTORS/TRUSTEES OR BY SERVING IN AN EMPLOYMENT RELATIONSHIP WITH ONE OR MORE ENTITIES WITHIN THE NETWORK OF AFFILIATED ORGANIZATIONS. ADDITIONAL DETAIL IS PROVIDED IN THE EXPLANATORY NOTES TO THIS FORM 990 SCHEDULE J. |
| FORM 990, PART VI, SECTION A, LINE 6 | STATEMENT RE MEMBERS OR STOCKHOLDERS FOR THE PERIOD COVERED BY THIS FILING, MILTON HOSPITAL FOUNDATION (THE MEMBER) SERVED AS THE SOLE CORPORATE MEMBER OF COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA). ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN BY THE MEMBER MAY ALSO HAVE BEEN TAKEN BY BETH ISRAEL DEACONESS MEDICAL CENTER, INC. WHICH SERVED AS THE SOLE CORPORATE MEMBER OF THE BID-MILTON FOR THE PERIOD COVERED BY THIS FILING. THE BOARD OF DIRECTORS OF CPA CONSISTS OF THOSE INDIVIDUALS SERVING AS THE BOARD OF DIRECTORS OF BID-MILTON. ADDITIONALLY, PURSUANT TO THE COMMUNITY PHYSICIANS ASSOCIATES, INC.BY-LAWS, FOR THE PERIOD COVERED BY THIS FILING, BID-MILTON HAD THE FOLLOWING RIGHTS: 1.THE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS (THE "MEMBER RESERVED POWERS"), WHICH IT MAY EXERCISE ON ITS OWN INITIATIVE UPON A TWO-THIRDS (2/3) VOTE OF DIRECTORS ELIGIBLE TO VOTE ON ITS BOARD OF DIRECTORS, WITH OR WITHOUT THE APPROVAL OF THE BOARD OF DIRECTORS OF THE CORPORATION, OR UPON A MAJORITY VOTE OF ITS DIRECTORS ELIGIBLE TO VOTE IN THE EVENT THE BOARD OF DIRECTORS OF THE CORPORATION HAS RECOMMENDED ANY OF THE LISTED ACTIONS: A)ESTABLISH OR MODIFY THE COMPENSATION OF, AND/OR REMOVE THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION ("PRESIDENT/CEO") UPON PRIOR CONSULTATION WITH THE BOARD OF DIRECTORS OF THE CORPORATION; B)AMEND THE BY-LAWS OR ARTICLES OF ORGANIZATION OF THE CORPORATION; C)CAUSE THE CORPORATION TO ENTER INTO (I)MANAGED CARE CONTRACTS, OTHER PAYER AGREEMENTS, EXCLUSIVE CONTRACTS, AGREEMENTS-NOT-TO-COMPETE, OR SIMILAR ARRANGEMENTS, (II)CONTRACTS FOR MANAGEMENT SERVICES WITH POTENTIALLY SIGNIFICANT MULTI-YEAR BUDGETARY IMPACT, OR (III)OTHER MULTI-YEAR SERVICE CONTRACTS WITH POTENTIALLY SIGNIFICANT MULTI-YEAR BUDGETARY IMPACT; D)MERGE OR OTHERWISE CONSOLIDATE THE CORPORATION WITH ANOTHER ENTITY; E)DISPOSE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY AND ASSETS OF THE CORPORATION, OR DISPOSE OF ANY SUBSIDIARY OR AFFILIATED CORPORATIONS OF THE CORPORATION; F)CREATE OR ACQUIRE A SUBSIDIARY OR AFFILIATED CORPORATION OF THE CORPORATION; G)DISCONTINUE OR INSTITUTE A CLINICAL DEPARTMENT OR DEPARTMENTS OR PROGRAMS, WHEN THE CONTINUED OPERATION OF OR FAILURE TO INSTITUTE SUCH DEPARTMENT(S) OR PROGRAM(S) COULD REASONABLY BE ANTICIPATED TO MATERIALLY AND ADVERSELY AFFECT THE FINANCIAL STATUS OF THE CORPORATION OR ITS ABILITY TO CONTINUE TO CONDUCT ITS BUSINESS; H)TO THE EXTENT LEGALLY PERMISSIBLE, TAKE SUCH ACTIONS TO CAUSE ASSETS OF THE CORPORATION TO BE TRANSFERRED, OTHER THAN IN THE ORDINARY COURSE OF CONDUCT OF CORPORATION BUSINESS, TO THE CORPORATION TO ADVANCE THE CHARITABLE PURPOSES OF THE MEMBER OR THE CORPORATION; AND I)DISSOLVE THE CORPORATION TO THE EXTENT PERMITTED BY LAW. 2.IN ADDITION, AS THE SOLE MEMBER OF BID-MILTON FOR THE PERIOD COVERED BY THIS FILING, THE FOLLOWING ACTIONS OF BID-MILTON'S BOARD OF DIRECTORS REQUIRED THE PRIOR APPROVAL OF BIDMC: A)ANY ACTION LISTED AS A MEMBER RESERVED POWER ; B)APPROVAL OF THE STRATEGIC, FINANCIAL AND OPERATIONAL PLANS FOR THE CORPORATION; C)APPROVAL OF THE ANNUAL OPERATING AND CAPITAL BUDGETS FOR THE CORPORATION; D)CAPITAL EXPENDITURES BEYOND THE APPROVED CAPITAL BUDGET, PROVIDED, HOWEVER, THAT THE MEMBER WILL APPROVE THROUGH A STANDING RESOLUTION CAPITAL EXPENDITURES NOT INCLUDED IN AN APPROVED CAPITAL BUDGET SO LONG AS IN ANY FISCAL YEAR SUCH CAPITAL EXPENDITURES ARE NOT IN THE AGGREGATE IN EXCESS OF FIVE PERCENT (5%) OF THE MOST RECENT APPROVED ANNUAL CAPITAL BUDGET; E)THE BORROWING OF, OR INCURRENCE OF DEBT IN, ANY AMOUNT OTHER THAN (I) FOR PURPOSES OF SECURING WORKING CAPITAL FROM A LENDER WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER AND PURSUANT TO THEN EXISTING LOAN DOCUMENTATION CONTAINING THE TERMS AND PROVISIONS RELATING TO SUCH BORROWING WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER, AND (II) DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH IS ANTICIPATED IN AND CONSISTENT WITH THE ANNUAL OPERATING BUDGET OR A CAPITAL BUDGET WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER FOR THE YEAR IN WHICH INCURRED FOR THE CORPORATION; F)THE APPOINTMENT OF THE INDEPENDENT AUDITOR AND APPROVAL OF THE INDEPENDENT FINANCIAL AUDITS; G)ENTRY INTO MANAGED CARE CONTRACTS, EXCLUSIVE CONTRACTS AND OTHER MULTI-YEAR MATERIAL CONTRACTS; H)ENTRY INTO ANY PARTNERSHIP/AFFILIATION ARRANGEMENTS OR JOINT VENTURE PROPOSALS; I)THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION; J)THE ADDITION OR ELIMINATION OF ANY CLINICAL DEPARTMENTS OR PROGRAMS; AND K)AMENDMENTS TO THE BY-LAWS OR ARTICLES OF ORGANIZATION OF THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | STATEMENT RE ELECTION OF MEMBERS OF GOVERNING BODY - SEE LINE 6 STATEMENT ABOVE. |
| FORM 990, PART VI, SECTION A, LINE 7B | STATEMENT RE DECISION OF GOVERNING BODY SUBJECT TO APPROVAL - SEE LINE 6 STATEMENT ABOVE. |
| FORM 990, PART VI, SECTION B, LINE 11B | FORM 990 REVIEW PROCESS AS NOTED IN VARIOUS DISCLOSURES THROUGHOUT THIS FILING, FOR THE PERIOD COVERED BY THIS FILING OCTOBER 1, 2017 TO SEPTEMBER 30, 2018 (FISCAL YEAR ENDED SEPTEMBER 30, 2018) BETH ISRAEL DEACONESS MEDICAL CENTER SERVED AS THE SOLE MEMBER OF BID-MILTON AND MILTON HOSPITAL FOUNDATION (MHF) AND MHF SERVED AS THE SOLE MEMBER OF CPA. CAREGROUP SERVED AS THE SOLE MEMBER OF THE MEDICAL CENTER. EFFECTIVE MARCH 1, 2019, PURSUANT TO A PLAN OF STATUTORY MERGER, CAREGROUP MERGED INTO THE MEDICAL CENTER AND BETH ISRAEL LAHEY HEALTH, INC. (BILH) BECAME THE SOLE MEMBER OF THE MEDICAL CENTER. THIS FORM 990 IS REVIEWED BY THE CHIEF FINANCIAL OFFICER OF BID-MILTON, THE TAX DIRECTOR OF BILH AND DELOITTE TAX, LLP. A COPY OF THE COMPLETE RETURN IS MADE AVAILABLE TO EACH MEMBER OF THE BID-MILTON BOARD OF DIRECTORS PRIOR TO SUBMISSION TO THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C | EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) HAS A WRITTEN, COMPREHENSIVE CONFLICT OF INTEREST POLICY. PURSUANT TO THAT POLICY, ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES OF CPA ARE ASKED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST FORM WHICH IS DESIGNED TO REQUIRE DISCLOSURE OF ANY BUSINESS RELATIONSHIPS MAINTAINED BY OFFICERS, DIRECTORS OR KEY EMPLOYEES AND THEIR FAMILY MEMBERS AND WHICH MAY RESULT IN A CONFLICT OF INTEREST. BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC) IS A TERTIARY CARE ACADEMIC MEDICAL CENTER EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND, FOR THE PERIOD COVERED BY THIS FILING, SERVED AS THE SOLE MEMBER OF BID-MILTON AND MHF. AS NOTED PREVIOUSLY, MHF SERVED AS THE SOLE MEMBER OF CPA. THE BIDMC OFFICE OF COMPLIANCE AND BUSINESS CONDUCT ADMINISTERS A CONFLICT OF INTEREST QUESTIONNAIRE PROCESS ANNUALLY IN CONJUNCTION WITH THE BID-MILTON OFFICE OF COMPLIANCE AND PROVIDES A SUMMARY OF POSITIVE RESPONSES TO BID-MILTON'S COMPLIANCE OFFICER FOR REVIEW AND DETERMINATION OF ANY POTENTIAL OR ACTUAL CONFLICT. ANY ACTIVITY THAT REQUIRES ACTION UNDER THE CONFLICT OF INTEREST POLICY IS SUBJECT TO ONGOING REVIEW BY BID-MILTON. PURSUANT TO THE CONFLICT OF INTEREST POLICY, CERTAIN ACTIVITIES WHICH COULD CREATE CONFLICTS OF INTEREST ARE PROHIBITED WHILE OTHER TYPES OF RELATIONSHIPS ARE PERMITTED, SUBJECT TO COMPLIANCE WITH A PLAN TO REQUIRE DISCLOSURE AND RECUSAL, INCLUDING APPROPRIATE DOCUMENTATION IN THE MINUTES. AS PREVIOUSLY NOTED IN THIS FILING, FOR THE PERIOD COVERED BY THIS FILING, CAREGROUP SERVED AS THE SOLE MEMBER OF THE MEDICAL CENTER. IN ADDITION TO THE CONFLICT OF INTEREST PROCESS OUTLINED ABOVE, THE MEDICAL CENTER OFFICE OF COMPLIANCE AND BUSINESS CONDUCT AND THE CAREGROUP TAX DEPARTMENT JOINTLY ISSUED A TAX QUESTIONNAIRE TO ALL CURRENT AND FORMER MEMBERS OF THE CPA BOARD OF DIRECTORS AS WELL AS CURRENT AND FORMER OFFICERS AND KEY EMPLOYEES. THE TAX QUESTIONNAIRE PROCESS WAS DESIGNED TO GATHER THE INFORMATION NECESSARY FOR CPA TO COMPLETELY AND ACCURATELY PROCESS AND COMPLETE FORM 990 SCHEDULE L, TRANSACTIONS WITH INTERESTED PERSONS AND FORM 990, PART VI, QUESTION 2, FAMILY AND BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES. |
| FORM 990, PART VI, SECTION B, LINE 15 | DESCRIPTION OF PROCESS TO DETERMINE COMPENSATION OF THE ORGANIZATIONS CEO AND OTHER OFFICERS AND KEY EMPLOYEES AS PREVIOUSLY NOTED IN THIS FILING, BID-MILTON IS AN AFFILIATE OF COMMUNITY PHYSICIANS ASSOCIATES, INC. (CPA) AND BOTH HAVE IDENTICAL BOARDS OF DIRECTORS. FOR THE PERIOD COVERED BY THIS FILING, BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON) HAD A COMPENSATION COMMITTEE COMPOSED OF MEMBERS OF THE BID-MILTON BOARD OF DIRECTORS AND APPOINTED BY THE CHAIR OF THE BOARD. ALL MEMBERS WERE INDEPENDENT. THE BID-MILTON COMPENSATION COMMITTEE ESTABLISHED THE POLICIES AND THE COMPENSATION STRUCTURE OF THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, AND VICE PRESIDENTS. THE BID-MILTON COMPENSATION COMMITTEE WAS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE INDIVIDUALS WAS FAIR AND REASONABLE USING CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION AND THAT IT COMPLIED WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IN SETTING COMPENSATION, THE COMPENSATION COMMITTEE RELIED UPON WRITTEN COMPENSATION SURVEYS/STUDIES PRODUCED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT REGULARLY ASSESSES EXECUTIVE COMPENSATION AND BENEFITS OF SIMILAR ORGANIZATIONS. THE COMPENSATION COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE INDIVIDUALS DESCRIBED ABOVE AND AT THAT TIME REVIEWED THE COMPENSATION SURVEY DATA PREPARED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM. TO ENSURE INDEPENDENCE, NO BID-MILTON STAFF THAT MIGHT PROVIDE ADMINISTRATIVE SUPPORT TO THIS COMMITTEE WAS PRESENT FOR THESE DISCUSSIONS. THE COMPENSATION COMMITTEE VOTED TO APPROVE THE COMPENSATION ARRANGEMENTS OF ALL INDIVIDUALS DESCRIBED ABOVE EXCEPT FOR THE BID-MILTON/CPA CEO WHICH WAS APPROVED BY THE FULL BID-MILTON BOARD. IN ADDITION, AS NOTED THROUGHOUT THIS NARRATIVE SUPPORT TO THE FORM 990, FOR THE PERIOD COVERED BY THIS FILING BIDMC SERVED AS THE SOLE MEMBER OF BID-MILTON. THE BIDMC COMPENSATION COMMITTEE REVIEWED THE COMPENSATION OF THE BID-MILTON CEO AND THE INFORMATION WAS REPORTED TO THE FULL BIDMC BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION C, LINE 19 | OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST AT THE FOLLOWING LOCATION: COMMUNITY PHYSICIANS ASSOCIATES, INC. 199 REEDSDALE ROAD MILTON, MA 02186 |
| PART VI, SECTION B, LINES 13 AND 14 | WHISTLEBLOWER AND DOCUMENT RETENTION AND DESTRUCTION POLICIES AS PREVIOUSLY NOTED IN THIS FILING, CPA IS AN AFFILIATE OF BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON OR HOSPITAL). CPA DOES NOT MAINTAIN ITS OWN WHISTLEBLOWER OR WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY; HOWEVER, BID-MILTON HAS ADOPTED BOTH SUCH POLICIES WHICH CPA FOLLOWS. |
| FORM 990, PART IX, LINE 11G | PHYSICIAN FEES: PROGRAM SERVICE EXPENSES 935,784. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 935,784. CONSULTING & PURCHASE SERVICES: PROGRAM SERVICE EXPENSES 173,483. MANAGEMENT AND GENERAL EXPENSES 7,340. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 180,823. |
| FORM 990, PART XI, LINE 9: | EQUITY TRANSFER FROM BIDM 2,059,418. |
| FORM 990, PART XII, QUESTION 2B, 2C, AND 2D | FINANCIAL STATEMENTS AND COMMITTEE OVERSIGHT AS PREVIOUSLY REPORTED IN THIS FILING, BETH ISRAEL DEACONESS HOSPITAL - MILTON (BID-MILTON) IS A PUBLIC CHARITY AND A COMMUNITY HOSPITAL, EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ALSO AS PREVIOUSLY NOTED, FOR THE PERIOD COVERED BY THIS FILING, BETH ISRAEL DEACONESS MEDICAL CENTER, A TERTIARY CARE ACADEMIC MEDICAL CENTER, FLAGSHIP TEACHING HOSPITAL OF HARVARD MEDICAL SCHOOL, AN ENTITY EXEMPT FROM INCOME TAXES UNDER 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, SERVED AS THE SOLE MEMBER OF BID-MILTON. THE FINANCIAL RECORDS OF COMMUNITY PHYSICIANS ASSOCIATES AND BID-MILTON WERE AUDITED AS PART OF THE BIDMC CONSOLIDATED AUDITED FINANCIAL STATEMENT PROCESS, AND FOR THE PERIOD COVERED BY THIS FILING THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THESE FINANCIAL STATEMENTS. THIS PROCESS WAS MONITORED AND REVIEWED INTERNALLY BY BOTH THE BIDMC AND BID-MILTON COMPLIANCE, AUDIT AND RISK COMMITTEES. |
| FORM 990, SCHEDULE L PART IV COLUMN | DESCRIPTION OF TRANSACTIONS INVOLVING INTERESTED PERSONS VARIOUS CURRENT AND FORMER OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES OF CPA MAY ALSO HOLD POSITIONS WITH OTHER ENTITIES WHICH MAKE CHARITABLE CONTRIBUTIONS TO CPA. SUCH CONTRIBUTIONS HAVE NOT BEEN INCLUDED IN THE DISCLOSURES ABOVE. CPA MAINTAINS AN ACCOUNTABLE BUSINESS EXPENSE REIMBURSEMENT PLAN. FROM TIME TO TIME, CPA MAY REIMBURSE ITS OFFICERS, DIRECTORS/TRUSTEES AND/OR KEY EMPLOYEES FOR EXPENSES THEY INCURRED AND WHICH ARE PROPERLY ORDINARY AND NECESSARY BUSINESS EXPENSES OF THE REPORTING ENTITY. THE POLICIES AND PROCEDURES REQUIRED BY THE ACCOUNTABLE BUSINESS PLAN MUST BE FOLLOWED IN ORDER TO RECEIVE REIMBURSEMENT FOR SUCH EXPENSES AND IT IS POSSIBLE THAT ONE OR MORE INDIVIDUALS RECEIVED NON-TAXABLE REIMBURSEMENTS WHICH TOTALED $10,000 OR MORE DURING THE FISCAL PERIOD COVERED BY THIS FILING. ALL OF THE ABOVE TRANSACTIONS WERE NEGOTIATED AT ARMS-LENGTH AND IN ACCORDANCE WITH THE BID-MILTON CONFLICT OF INTEREST POLICY WHICH IS FOLLOWED BY CPA. |
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