2024-05-14T17:32:50-05:00 2023-06-30 440160260 FORVIS LLP 525 EAST BAY STREET STE 100 CHARLESTON SC 29403 990 2022-07-01 862800277 MUSC AFFILIATE PHYSICIANS MUSC 8438768745 1 POSTON ROAD 350 CHARLESTON SC 29407 DOUG LISCHKE CFO 8438768745 2024-05-14 1 DOUG LISCHKE 999009999 1 JEREMY NAESS P01306905 8437226443 2024-05-14 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z PATRICK CAWLEY 22 WESTEDGE CHARLESTON SC 29403 45730385 0 X N/A X 2021 SC MUSC AFFILIATE PHYSICIANS (MAP) IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL AND SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES, THE MAKING OF DISTRIBUTIONS TO AFFILIATED MEMBER MAINSAIL HEALTH PARTNERS AND ITS CHARITABLE MISSION, ITS SUPPORTED ORGANIZATIONS, PERMISSABLE BENEFICIARIES, AND AS PERMITTED, TO ORGANIZATIONS WHICH QUALIFY AS EXEMPT ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE IRC, AS AMENDED, OR THE CORRESPONDING SECTION OF ANY FUTURE US INTERNAL REVENUE LAW. 3 0 0 0 0 0 0 0 26807875 44875859 0 0 0 854526 26807875 45730385 0 0 0 0 0 0 0 0 0 28620683 46880417 28620683 46880417 -1812808 -1150032 3851140 9101217 5663949 12064058 -1812809 -2962841 X MAP IS ORGANIZED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL AND SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES, THE MAKING OF DISTRIBUTIONS TO MAINSAIL, ITS SUPPORTED ORGANIZATIONS, PERMISSABLE BENEFICIARIES, AND AS PERMITTED, TO ORGANIZATIONS WHICH QUALIFY AS EXEMPT ORGANIZATIONS UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CORRESPONDING SECTION OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW. MAP IS ORGANIZED, AND AT ALL TIMES SHALL BE OPERATED, EXCLUSIVELY FOR THE BENEFIT OF, OR TO CARRY OUT THE PURPOSES OF MAINSAIL AND ITS SUPPORTED ORGANIZATIONS. 0 0 43748654 44875859 MAP HAS ENTERED INTO A PROFESSIONAL SERVICES AGREEMENT WITH TRIBE513. TRIBE513 IS A MULTI-SPECIALTY GROUP PRACTICE IN THE GREATER UPSTATE OF SOUTH CAROLINA. UNDER THIS AGREEMENT, TRIBE513 FURNISHES LICENSED PHYSICIANS AND ADVANCED PRACTICE PROFESSIONALS TO PROVIDE PROFESSIONAL SERVICES TO PRACTICE PATIENTS AT THE FACILITIES. MAP RETAINS ALL COLLECTIONS RECEIVED ON BEHALF OF THE PROVIDERS. THIS PATIENT SERVICE REVENUE IS REPORTED AT THE AMOUNT THAT REFLECTS THE CONSIDERATION TO WHICH MAP EXPECTS TO BE REIMBURSED FOR PROVIDING PATIENT CARE. THESE AMOUNTS ARE DUE FROM PATIENTS, THIRD PARTY PAYERS, AND OTHERS. TRIBE513 PROVIDERS ARE COMPENSATED BASED ON A RATE PER WORKED RVU. 43748654 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 3 0 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 1 1 0 X CAROL TIDWELL 8438768745 1 POSTON ROAD STE 350 CHARLESTON SC 29407 PATRICK CAWLEY CHAIR/DIRECTOR/CEO 3.00 37.00 X X 0 1115931 39780 EUGENE HONG SEC/TREAS/DIRECTOR 3.00 37.00 X X 0 707081 39933 MATTHEW SEVERANCE VICE-CHAIR/DIRECTOR 3.00 37.00 X X 0 874274 39176 0 2697286 118889 0 0 1 0 0 NET PATIENT SERVICE REVENUE 621400 44875859 44875859 44875859 QUALITY INCENTIVE PAYMENTS 621400 854526 854526 854526 45730385 45730385 0 0 X 60938 60938 43748654 43748654 2988942 2988942 81216 81216 OTHER OPERATING 667 667 46880417 43748654 3131763 0 765203 1790727 2853480 7099342 232457 211148 3851140 9101217 2346744 3816274 3317205 8247784 5663949 12064058 X 0 0 0 0 -1812809 -2962841 -1812809 -2962841 3851140 9101217 -1150032 0 X X 0 1 X 1 0 X 26807875 44875859 71683734 26807875 44875859 71683734 0 0 0 71683734 26807875 44875859 71683734 X 0 DUE TO MUHA 8214238 DUE TO OTHER ENTITIES 33546 8247784 X 45730385 0 45730385 0 45730385 46880417 0 46880417 0 46880417 PART X, LINE 2: AS MAP IS EXEMPT FROM INCOME TAX UNDER 501(C)(3) IT DOES NOT HAVE ANY EXPOSURE TO TAX BASED ON INCOME REPORTED. MAP DOES NOT ENGAGE IN ANY REVENUE GENERATING ACTIVITIES THAT WOULD BE CONSIDERED UNRELATED TO ITS CHARITABLE PURPOSE. PART X, LINE 2 MAP IS EXEMPT FROM FEDERAL AND STATE INCOME TAX UNDER SECTION 501(A) OF THE INTERNAL REVENUE CODE AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3). AS SUCH, MAP IS GENERALLY NOT SUBJECT TO FEDERAL OR STATE INCOME TAXES. HOWEVER, MAINSAIL REMAINS SUBJECT TO INCOME TAXES ON ANY NET INCOME THAT IS DERIVED FROM A TRADE OR BUSINESS, REGULARLY CARRIED ON, AND NOT IN FURTHERANCE OF THE PURPOSE FOR WHICH IT WAS GRANTED EXEMPTION. 0 0 0 0 0 0 0 0 0 PATRICK CAWLEY CHAIR/DIRECTOR/CEO 0 1115931 0 0 0 0 0 27000 0 12780 0 1155711 0 0 MATTHEW SEVERANCE VICE-CHAIR/DIRECTOR 0 874274 0 0 0 0 0 27000 0 12176 0 913450 0 0 EUGENE HONG SEC/TREAS/DIRECTOR 0 707081 0 0 0 0 0 27000 0 12933 0 747014 0 0 FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS EXIST BETWEEN BOARD MEMBERS DUE TO THEIR INVOLVEMENT WITH AFFILIATED ENTITIES AT MAINSAIL AND MUHA. FORM 990, PART VI, SECTION B, LINE 11B COPIES OF THE FORM 990 WILL BE MADE AVAILABLE FOR BOARD MEMBERS AT THE EARLIEST BOARD MEETING. IN ADDITION, ALL RECORDS, DOCUMENTS, ETC. AND ACCESS TO STAFF, EMPLOYEES, ASSOCIATES, CONSULTANTS, VENDORS, ETC OF THE CORPORATION SHALL BE AVAILABLE FOR REVIEW/AUDIT BY MUHA'S INTERNAL AUDITOR OR THEIR DESIGNEE. FORM 990, PART VI, SECTION B, LINE 12C IN THE ENACTMENT OF THIS CONFLICTS OF INTEREST POLICY, THE BOARD IDENTIFIES THAT MAINSAIL IS THE SOLE MEMBER OF MAP AND THE PURPOSE OF MAP IS TO SUPPORT, BENEFIT, PROMOTE, AND AID ITS SOLE MEMBER MAINSAIL PURSUANT TO THE PROVISIONS OF ARTICLE II OF THE BYLAWS OF MAP. A TRANSACTION WITH A THIRD PARTY IS NOT A CONFLICT OF INTEREST TRANSACTION SOLELY ON THE BASIS THAT IT MAY BENEFIT MAINSAIL OR AFFILIATE OF MAINSAIL OR THAT IT WILL INVOLVE ANCILLARY CONTRACTS WITH MAINSAIL OR OTHER AFFILIATE OF MAINSAIL. FURTHERMORE, THE BOARD HAS DETERMINED THAT THE REMUNERATION OF A DIRECTOR FROM MAINSAIL OR ITS AFFILIATES IS NOT A FINANCIAL INTEREST THAT IS A CONFLICT OF INTEREST IN CONNECTION WITH HIS OR HER SERVICE TO MAP, EXCEPT IN THE NARROW CIRCUMSTANCES, WHERE IT IS REASONABLY ANTICIPATED THAT THE ROLE OF THE DIRECTOR WILL CHANGE, OR HIS OR HER COMPENSATION WILL INCREASE, IN TANDEM, RELIANCE, CONNECTION, OR CONJUNCTION WITH SUCH EXPRESS ACTION OF MAP. 1. DUTY TO DISCLOSE. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF HIS OR HER FINANCIAL INTEREST AND ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE OR SHE SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST. A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. B. THE CHAIR OF THE BOARD OR THE CHAIR OF THE COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. IN THE EVENT THAT THE CHAIR IS IN A POSITION OF CONFLICT, THE VICE-CHAIR WILL ASSUME THE FOREGOING RESPONSIBILITY. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 4. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY. A. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE RESPONSE OF THE MEMBER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE MEMBER HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PART VI, SECTION B, LINE 15 (A) COMPENSATION. (I) "COMPENSATION" INCLUDES THE FOLLOWING: SALARY OR WAGES; DEFERRED COMPENSATION; RETIREMENT BENEFITS; FRINGE BENEFITS (E.G., PERSONAL VEHICLE, MEALS, LODGING, PERSONAL FAMILY AND EDUCATIONAL BENEFITS, PAYMENT OF PERSONAL TRAVEL, ENTERTAINMENT, OR OTHER EXPENSES SUCH AS ATHLETIC OR COUNTRY CLUB MEMBERSHIP AND DUES); TRANSFERS OR FAVORS WHICH ARE NOT DE MINIMIS OR INSUBSTANTIAL IN NATURE; AND/OR THE PERSONAL USE OF OTHER GIFTS, PAYMENTS OR TRANSFERS INTENDED OR USED FOR THE PERSONAL BENEFIT OF THE TRANSFEREE. COMPENSATION DOES NOT INCLUDE TRANSFERS, PAYMENTS OR REIMBURSEMENTS TO PERSONS FOR ORDINARY AND NECESSARY BUSINESS EXPENSES OF MAP, WHICH EXPENSES ARE INCURRED BY THE PERSON(S) ON BEHALF OF MAP AND WHICH SATISFY THE SUBSTANTIATION REQUIREMENTS DESCRIBED IN SECTION 1.274-5 OF THE TREASURY REGULATIONS. IT IS INTENDED THAT SUCH EXPENSES INCLUDE, BUT ARE NOT LIMITED TO, PER DIEM AND MILEAGE ALLOWANCES IN CONNECTION WITH CORPORATION MEETINGS. (II) "REASONABLE COMPENSATION" IS THE AMOUNT OF COMPENSATION THAT WOULD ORDINARILY BE PAID FOR SIMILAR SERVICES BY SIMILAR ORGANIZATIONS UNDER SIMILAR CIRCUMSTANCES AS OF THE DATE THE COMPENSATION ARRANGEMENT IS ENTERED. (B) PROCEDURE FOR DETERMINING REASONABLE COMPENSATION. THE BOARD OR ANY COMMITTEE AUTHORIZED BY THE BOARD TO UNDERTAKE DECISIONS PURSUANT TO THIS COMPENSATION POLICY WITH RESPECT TO THE COMPENSATION OF COVERED INDIVIDUALS WILL DETERMINE REASONABLE COMPENSATION CONSISTENT WITH THE FOLLOWING: (I) THE GOVERNANCE POLICIES AND PRACTICES OF MAP; (II) THE CONFLICT OF INTEREST POLICY OF MAP; AND (III) PROVISIONS WHICH GIVE RISE TO THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" DESCRIBED IN SECTION 53.4958-6(A) OF THE U.S. TREASURY REGULATIONS. CONSISTENT WITH THE PRECEDING PARAGRAPH, THE DETERMINATION OF REASONABLE COMPENSATION SHALL ALSO INCLUDE THE FOLLOWING ELEMENTS: (A) IN ADVANCE OF PAYMENT, THE COMPENSATION ARRANGEMENT WILL BE APPROVED BY MEMBERS OF THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE COMPOSED OF PERSONS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT BEING DETERMINED; (B) THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE WILL CONSIDER DATA AND INFORMATION AS TO THE COMPARABILITY OF THE COMPENSATION PACKAGE PRIOR TO MAKING ITS DETERMINATION, (E.G., DATA AND INFORMATION ABOUT COMPENSATION PAID BY SIMILARLY SITUATED TAXABLE OR TAX-EXEMPT ORGANIZATIONS FOR SIMILAR SERVICES, CURRENT COMPENSATION SURVEYS COMPILED BY INDEPENDENT FIRMS, OR ACTUAL WRITTEN OFFERS FROM SIMILARLY SITUATED ORGANIZATIONS COMPETING FOR THE SERVICES OF THE PERSON WHOSE COMPENSATION IS BEING DETERMINED BY THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE); (C) THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE WILL ADEQUATELY DOCUMENT THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THAT DETERMINATION, WHICH DOCUMENTATION SHALL INCLUDE THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE'S WRITTEN OR ELECTRONIC RECORDATION OF THE FOLLOWING: (I) THE TERMS OF THE TRANSACTION THAT WAS APPROVED AND THE DATE IT WAS APPROVED; (II) THE MEMBERS OF THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE WHO WERE PRESENT DURING DEBATE ON THE TRANSACTION THAT WAS APPROVED AND THE NAMES OF THOSE WHO VOTED FOR IT; (III) THE COMPARABILITY DATA CONSIDERED BY THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE; AND (IV) ANY ACTIONS TAKEN WITH RESPECT TO THE DETERMINATION OF THE REASONABLENESS OF A TRANSACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE, BUT WHO HAD A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION. ARTICLE III PERIODIC REVIEWS TO ENSURE THAT MAP OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS STATUS AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, THE BOARD SHALL CONDUCT PERIODIC REVIEWS OF THIS COMPENSATION POLICY AND ITS ACTUAL IMPLEMENTATION. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, ENSURE THAT THE FOLLOWING STEPS ARE TAKEN: (A) THE BOARD SHALL DETERMINE WHETHER COMPENSATION, WHICH MAP HAS PROVIDED, COMPLIES WITH THE POLICIES AND STANDARDS DESCRIBED HEREIN AND CONSTITUTES REASONABLE COMPENSATION; AND (B) THE BOARD SHALL DETERMINE WHETHER COMPENSATION TRANSACTIONS ARE PROPERLY RECORDED, REFLECT REASONABLE PAYMENTS FOR GOODS AND SERVICES, FURTHER MAP'S CHARITABLE PURPOSES AND DO NOT RESULT IN PRIVATE INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. ARTICLE IV USE OF OUTSIDE ADVISORS AND EXPERTS FOR PURPOSES OF OBTAINING INFORMATION AND ADVICE WITH REGARD TO THE DETERMINATION OF REASONABLE COMPENSATION OR IN CONDUCTING THE PERIODIC REVIEWS, THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE MAY, BUT NEED NOT, USE OUTSIDE ADVISORS AND/OR EXPERTS. IF OUTSIDE ADVISORS AND/OR EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OR THE APPROPRIATE AUTHORIZED COMMITTEE OF THE RESPONSIBILITY FOR ENSURING THAT REASONABLE COMPENSATION IS DETERMINED AND PERIODIC REVIEWS ARE CONDUCTED. FORM 990, PART VI, SECTION C, LINE 18 ALL GOVERNING DOCUMENTS FOR THE CORPORATION ARE AVAILABLE UPON REQUEST BY CONTACTING CUSTODIAN NOTED IN LINE 20 BELOW. FORM 990, PART VI, SECTION C, LINE 19 ALL DOCUMENTS ARE AVAILABLE UPON REQUEST FORM 990, PART IX, LINE 11G CONTRACTUAL SERVICES: PROGRAM SERVICE EXPENSES 43,748,654. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 43,748,654. FORM 990, PART XII, LINE 2C: A QUALIFIED FIRM OF CERTIFIED PUBLIC ACCOUNTANTS MAY BE DESIGNATED, FROM TIME TO TIME, AND AT THE DISCRETION OF MAINSAIL HEALTH PARTNERS, AS AUDITORS PRIOR TO MAP'S CLOSE OF BUSINESS FOR EACH FISCAL YEAR TO AUDIT AND EXAMINE THE BOOKS OF ACCOUNT FOR MAP, AND TO CERTIFY AND REPORT IN WRITING TO THE BOARD AND MAINSAIL HEALTH PARTNERS THE ANNUAL BALANCES AND CONDITION OF SUCH BOOKS AS PREPARED AT THE CLOSE OF THE FISCAL YEAR. MAINSAIL HEALTH PARTNERS 22 WESTEDGE ST CHARLESTON SC 29403 844667819 MEDICAL SC 501(C)(3) LINE 3 0 MEDICAL UNIVERSITY HOSPITAL AUTHORITY 22 WESTEDGE ST CHARLESTON SC 29403 571098556 MEDICAL SC 501(C)(3) LINE 3 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0