2020-11-16T09:25:03-06:00 2019-12-31 PricewaterhouseCoopers LLP 600 13TH STREET NW SUITE 1000 WASHINGTON DC 20005 990 2019-01-01 930438772 OREGON DENTAL SERVICE % DAVID EVANS OREG 5032286554 601 SW SECOND AVENUE PORTLAND OR 972043154 DAVID EVANS Senior VP & CFO 5032286554 2020-11-13 true TRAVIS L PATTON P00369623 2024141000 2020-11-13 155.201.35.117 43440320203215000000 2020-11-16 P D0E273FDA91794DB8A6B68AF8A2C33C0EA967FBB A10F0E12D892E280819AB8B3610388610CD0F201 2019 2021-04-22 16:20:28Z DAVID EVANS 601 SW SECOND AVENUE PORTLAND OR 972043154 843288470 false X N/A X 1961 OR PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH 7 4 0 0 0 0 0 0 507166418 527807795 626433 240687922 -123236329 73273211 384556522 841768928 286809 289734 455579680 475439569 72267839 68574038 0 0 0 45605448 49181386 573739776 593484727 -189183254 248284201 51246783 213549452 131090179 44650993 -79843396 168898459 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH false false 475729303 289734 527807795 PROVISION OF DENTAL SERVICES TO THE GENERAL PUBLIC TO ASSIST IN ENCOURAGING PREVENTION, EDUCATION, AND GENERAL DENTAL HEALTH. 475729303 false false false false false false false false false true true false false true true true true false false false false false false false false false true false true false false false true false false false true false false false false false true true true false true 27299 0 true 0 false false false false false false false false false false false false X 7 4 false true false false false false false true true false false false true true true true true true true false OR X DAVID EVANS 5032286554 601 SW SECOND AVENUE PORTLAND OR 97204 Robert G Gootee CEO & PRESIDENT 10.0 40.0 X X 0 6490871 194982 William Johnson Senior Vice President 0.0 50.0 X 0 1681755 111324 Steven Wynne Executive Vice President 10.0 40.0 X 0 1682432 102056 Robin Richardson Senior Vice President 2.5 47.5 X 0 824773 100649 David Evans Treasurer 5.5 44.5 X 0 593430 268590 Jay Lamb Senior Vice President 25.0 25.0 X 0 728071 91901 Kraig Anderson Senior Vice President 10.0 40.0 X 0 538707 264298 Thomas J Bikales Secretary 12.5 37.5 X 0 497366 259036 Scott Loftin Senior Vice President 20.0 30.0 X 0 488071 237677 Chandra Wahrgren Senior Vice President 10.0 40.0 X 0 481680 235975 James Francesconi Vice President 10.0 40.0 X 0 447999 55555 Julia Ceballos Vice President 10.0 40.0 X 0 364167 107778 Teri Barichello Vice President 45.0 5.0 X 0 354885 93309 Mary Lou True Vice President 10.0 40.0 X 0 315901 67051 James Rickards Senior Medical Director 0.0 0.0 X 0 328361 35506 David Howerton Director 1.0 0.0 X 60000 0 0 Kenneth Allen Director 1.0 0.0 X 41800 0 0 George Passadore Director 1.0 0.0 X 40800 0 0 Jill Eberwein Director 1.0 0.0 X 40400 0 0 George Darke Director 1.0 0.0 X 38100 0 0 Mark Jensen Director 1.0 0.0 X 35600 0 0 256700 15818469 2225687 0 false true false SHAKTI SOLUTIONS 3160 Bee Caves Road 300B AUSTIN TX 78746 OFFSHORE/IT SUPPORT 1813189 CLARITY SOFTWARE SOLUTIONS INC 92 Wall St Ste 1 MADISON CT 06443 Software Solutions 718472 DELOITTE TOUCHE LLP 111 SW 5th Ave Suite 3900 PORTLAND OR 97204 Accounting 841802 AARETE LLC 200 E Randolph Street Suite 300 CHICAGO IL 60601 Financial Consulting 3029455 Pricewaterhousecoopers LLP 45 SOUTH 7TH STREET MINNEAPOLIS MN 55402 Accounting 330921 9 0 DENTAL SERVICES 524114 527807795 527807795 527807795 194774 194774 0 0 91120 91120 0 91120 91120 240413148 1520359 1519542 240413148 817 240493148 240493148 0 0 0 0 0 0 0 0 0 MANAGEMENT FEE 900099 1053840 1053840 EXPENSE REIMBURSEMENT 900099 68877315 68877315 INVESTMENT IN SUBSIDIARY 900003 3006239 3006239 244697 244697 73182091 841768928 600989886 240779042 289734 289734 0 0 475439569 475439569 256700 256700 0 55846299 55846299 2782071 2782071 5354343 5354343 4334625 4334625 0 26738 26738 1024202 1024202 0 0 36728 36728 4625994 4625994 2059857 2059857 16098773 16098773 4429823 4429823 0 6275083 6275083 862973 862973 0 0 0 0 3756341 3756341 865284 865284 COMMISSIONS AND BROKER FEES 3980959 3980959 LICENSE AND FEES 2020641 2020641 BOARDS AND ASSOCIATIONS 706992 706992 MAINTENANCE 426351 426351 1984647 1984647 593484727 475729303 117755424 0 -15490516 3350636 629145 849145 0 0 27501049 10294094 0 0 0 0 0 0 0 0 3670812 3786951 97290149 82941051 15240879 14349098 11758938 15822869 7226282 164927178 0 0 0 0 710194 169481 51246783 213549452 24593543 25418797 0 0 0 0 0 0 0 0 0 0 0 0 0 0 106496636 19232196 131090179 44650993 X 30000 30000 24548418 19247852 -104421814 149620610 -79843396 168898462 51246783 213549455 X 248284201 957657 -500000 X false true X true false 7900679 5547344 2353335 37944030 34619884 3324146 51445440 42773823 8671617 14349098 INVESTMENTS MARKET VALUE -7258 F DEFERRED COMP. INVESTMENT 5676556 F INVESTMENTS MONEY MARKET 104274 F INVESTMENT IN MODA HOLDINGS GR 159153606 C 164927178 0 ESTIMATED POLICY CLAIMS 191200 PROVISION FOR REFUNDABLE REVENUE 1020131 DEFERRED COMP RESERVE 5676556 CAPITAL LEASE OBLIGATIONS 2207178 CONTINGENCY RESERVE 489948 INCURRED BUT NOT REPORTED (IBNR) CLAIMS 3824000 SURPLUS NOTE PAYABLE 3150000 ADVANCE DEPOSITS 2673183 19232196 X 170068013 170068013 671700915 671700915 841768928 165154884 165154884 428329843 428329843 593484727 Schedule D, Part X, Line 2 The Company did not have any unrecognized income tax benefits as of December 31, 2019 or 2018. SCHEDULE D, PART XI, LINE 4B GAAP Accounting versus Statutory Accounting SCHEDULE D, PART XII, LINE 4B GAAP Accounting versus Statutory Accounting true DENTAL FOUNDATION of OREGON PO Box 2448 WILSONVILLE OR 97070 930818476 501(c)(3) CHARITY OHSU FOUNDATION 1121 SW SALMON ST Suite 100 PORTLAND OR 97205 237083114 501(c)(3) 250000 School of Dentistry Capital Campaign 1 Part I, Ln 2 Prior to granting funds the company scrutinizes the charitable organizations that it donates to and ensures they are credible organizations with well-established reputations for utilizing the funds that are donated. X false true X X X X false true false false false false false false false Kraig Anderson Senior Vice President 0 352196 0 130000 0 56511 0 240635 0 23663 0 803005 0 0 Thomas J Bikales Secretary 0 310722 0 130000 0 56644 0 235373 0 23663 0 756402 0 0 Robert G Gootee CEO & PRESIDENT 0 1708277 0 4660000 0 122594 0 185950 0 9032 0 6685853 0 4450000 Robin Richardson Senior Vice President 0 638184 0 130000 0 56589 0 81535 0 19114 0 925422 0 274520 David Evans Treasurer 0 406254 0 130000 0 57176 0 244927 0 23663 0 862020 0 0 William Johnson Senior Vice President 0 1496355 0 130000 0 55400 0 87661 0 23663 0 1793079 0 1052219 Chandra Wahrgren Senior Vice President 0 316295 0 130000 0 35385 0 212312 0 23663 0 717655 0 0 Steven Wynne Executive Vice President 0 1532432 0 100000 0 50000 0 85350 0 16706 0 1784488 0 1000000 Scott Loftin Senior Vice President 0 322531 0 130000 0 35540 0 214014 0 23663 0 725748 0 0 Jay Lamb Senior Vice President 0 534789 0 130000 0 63282 0 75195 0 16706 0 819972 0 160000 Teri Barichello Vice President 0 284485 0 40000 0 30400 0 84277 0 9032 0 448194 0 0 Julia Ceballos Vice President 0 273767 0 60000 0 30400 0 84115 0 23663 0 471945 0 0 James Francesconi Vice President 0 377599 0 40000 0 30400 0 38849 0 16706 0 503554 0 176060 Mary Lou True Vice President 0 244372 0 40000 0 31529 0 43388 0 23663 0 382952 0 40000 James Rickards Senior Medical Director 0 303361 0 25000 0 0 0 14000 0 21506 0 363867 0 0 Part I, Line 1 With respect to the items checked in Question 1a, the organization does not have a written policy regarding reimbursement/payment. Expenses for first-class air travel are incurred from time to time when there is a legitimate business need. Such analysis is made on a case by case basis based on the facts and circumstances in question. It is not, for example, a policy of the organization to purchase first-class air tickets. On occasion, however, scheduling constraints or ticket availability may mean that it is in the best interest of the organization to incur the additional expense. Travel benefits are not treated as taxable compensation. Part I, Line 4b Supplemental Executive Retirement Account Program: Through the related organization Moda Partners, Inc. (FEIN 93-1083363), the Company's Supplemental Executive Retirement Account Program covers certain key employees and consists of two nonqualified defined contribution retirement plans in which eligibility is based on years of service as an executive level employee. Both plans are designed to be paid at or after retirement or other qualifying separation from service (e.g., death or disability). Deferred Compensation Plans: Through the related organization Moda Partners, Inc. (FEIN 93-1083363), the Company offers a nonqualified Deferred Compensation Plan to certain employees and to members of the Board of Directors of the company. The Employee Plan includes a Supplemental Benefit Schedule that provides for a company match, up to specified limits based on the level/rank of the employee, on amount of salary deferred by participants. Matched amounts are paid out along with each individual's salary deferrals based on elections made under the Plan. Defined Contribution Supplemental Executive Incentive Plan: The Company's Defined Contribution Supplemental Executive Incentive Plan covers its Chief Executive Officer and consists of a nonqualified defined contribution retirement plan in which vesting is based on the employment of the participant in the capacity as Chief Executive Officer on pre-defined calendar dates as well as certain other contingencies. The Plan is designed to be paid at or after retirement or other qualifying separation from service (e.g., death or disability). No payments were made during 2019. Part II All employees are legal employees of Moda Partners, Inc. (FEIN 93-1083363), which files all required federal employment forms each year. Robert G Gootee CEO/President Key Employee Retenti X 2000000 2000000 false true true 2000000 MARK JENSEN DMD LLC 100% Owned by Dir Jensen 175866 DENTAL SERVICE PROVIDER false Part IV, Line 1 All employees are legal employees of Moda Partners, Inc. (FEIN 93-1083363), which files all required federal employment forms each year. PART VI, SECTION A, QUESTION 3 The organization delegated control over management duties customarily performed by or under the direct supervision of officers, directors, or trustees, or key employees to Moda Partners, Inc. Moda Partners, Inc. provides certain administrative services including accounting, data processing, facilities, purchasing, legal and senior executive management. PART VI, SECTION A, QUESTION 11 A copy of the Form 990 was provided to the Compensation and Governance Committee of the Board of Directors which, per its charter and the authority delegated to it by the full Board, is responsible for all corporate governance issues and for reviewing and approving CEO and officer compensation. The entire Form 990 was made available to the Committee for review. Officers of the organization identified for the Committee critical areas and highlighted significant issues for review and discussion. The Committee Chair led the discussion and allowed Committee members full scope to comment on and question any and all disclosure contained in the Form 990. Minutes of the Committee meeting substantiating all deliberations and determinations were maintained. These minutes, together with any other information reported by Committee members, were then presented to the full Board for discussion and approval and the Form 990 was made available upon request to all Board members for further review. Actions of the full Board are recorded in the minutes of its meeting. PART VI, SECTION B, QUESTION 12C The organization's Corporate Compliance Committee is responsible for monitoring potential issues under and enforcing the provisions of the organization's Conflict of Interest Policy. The Corporate Compliance Committee is composed of high level individuals from a variety of departments (including, among others, Legal, Compliance, Human Resources, Privacy/Security and Accounting). The Committee operates under the authority of the Policy Committee of the organization's Board of Directors. The Committee monitors activities under the Conflict of Interest Policy via (i) annual disclosure statements from the Board and management and other self-reporting, (ii) investigations of issues that are brought to the attention of members of the Corporate Compliance Committee in accordance with the Organization's Code of Conduct and Employee Handbook and (iii) submissions of employees sent through the organization's confidential whistleblower reporting mechanism. When the Committee learns of the possibility of such conflicts of interest, the information is brought to the attention of (disinterested) members of senior management and/or members of the Board of Directors. The Committee then works with these individuals to make a determination, in accordance with the principles and procedures set forth in the Conflict of Interest Policy, as to whether a conflict exists and, if so, to decide what steps, including disciplinary action, should be taken. In addition, on an annual basis, and more frequently when circumstances arise, the organization's counsel, on behalf of the Committee, reports to the Policy Committee of the Board of Directors on activities of the Corporate Compliance Committee, including any actions or issues under the Conflict of Interest Policy. Counsel also conducts regular training sessions for the Board of Directors on the Conflict of Interest Policy and works directly with the officers of the corporation as they complete their annual disclosure statements. PART VI, SECTION B, QUESTION 15 In accordance with the Bylaws of the organization, compensation of the CEO is determined by the Board of Directors and compensation of the organization's officers (as well as its key employees and other highest compensated employees who are officers of an affiliate of the organization) is determined by the CEO under guidelines specified by the Compensation and Governance Committee of the Board of Directors and subject to approval by the Board of Directors. The Compensation and Governance Committee of the Board of Directors, per its charter and the authority delegated to it by the full Board, meets on an annual basis to discuss CEO and officer compensation. The CEO, who is a member of the Committee, recuses himself from all discussions and decisions relating to CEO compensation. Periodically, the Chairman of the Committee and the Chairman of the Board, who is a member of the Committee, work with a third party benefits consultant selected by the Committee to produce a compensation study that provides comparability data from the organization's peer group with respect to CEO and officer compensation. The study is provided to Committee members in advance of its meeting and it serves as a basis for the Committee's determination of CEO compensation and its review and approval of officer compensation. Minutes of the Committee meeting substantiating all deliberations and determinations are maintained. These minutes, together with any other information reported by Committee members, are then presented to the full Board for discussion and approval. Such actions of the full Board are recorded in the minutes of its meeting. Compensation for other key employees and highest compensated employees of the organization who are not officers of the organization or an affiliate is determined by the organization's Human Resources Department and is subject to review and approval by the CEO. Such pay levels are based on independent, third party compensation studies showing pay scales for corporations that are comparable in size and scope to the organization and reflect the employee's skills, experience, tenure and responsibilities with the organization. PART VI, SECTION C, QUESTION 19 The organization's governing documents, Conflict of Interest Policy and financial statements are not made available to the public. PART VII, SECTION A Oregon Dental Service does not have employees. All payroll filings are done under the Company: MODA PARTNERS, INC., EIN 93-1083363 Part XI, Line 9 Aggregate write-ins for losses in surplus - $(500,000) OREGON DENTAL ASSOCIATION PO BOX 3710 WILSONVILLE OR 97070 930243383 DENTAL PROFES OR 501(c)(6) N/A NA false Payless Drug Pharmacy Group LLP 601 SW Second Ave Portland OR 97204 463324446 Pharm. Drug Sales OR Payless Drug St Related 52254753 199285 true true 0.70000 Moda Partners Inc 601 SW Second Avenue Portland OR 972043156 931083363 Holding Company OR Moda Holdings G C 4201595 101892848 0.50500 true MODA HEALTH PLAN INC 601 SW Second Avenue Portland OR 97204 930989307 Insurance OR Moda PartnersI C 22159546 147027622 0.50500 true Benefithelp Solutions Inc 601 SW Second Avenue Portland OR 97204 931135521 Admin. Service OR MODA Health C -14763 1099523 0.50500 true ODS Community Health Inc 601 SW Second Avenue Portland OR 97204 450528457 Medicaid Insur. OR MODA Health C 422830 7029405 0.50500 true Dentists Management Corporation 601 SW Second Avenue Portland OR 97204 930792340 Dev. & Mkt. Mgmt. OR Moda PartnersI C -38956 824936 0.50500 true Payless Drug Stores Inc 16100 SW 72ND Tigard OR 97224 931278451 Pharma. Drug OR Moda Health C 23735178 16974699 0.50500 true Moda Holdings Group Inc 601 SW Second Ave Portland OR 97204 831954813 Holding Company OR Oregon Dental S C 0 159153607 1.00000 true Moda Assurance Company 601 SW Second Ave Portland OR 97204 842008368 Insurance OR Moda Health Pla C 6381 1585498 0.50500 true Dental Commerce Corporation 601 SW Second Ave Portland OR 97204 352410053 Consumer Lending OR Moda PartnersI C -38023 8110421 0.70000 true true true false false false false false false false true false false true true false true true false false MODA Partners Inc M 19087796 COST MODA Partners Inc N 46503718 COST MODA Partners Inc P 12051801 COST MODA Partners Inc B 394319 COST MODA Partners Inc J 151225 COST MODA Partners Inc A 285867 COST MODA Partners Inc Q 77135018 COST