2015-05-13T11:51:13-05:00 2014-06-30 381357951 PLANTE & MORAN PLLC 65 EAST STATE ST STE 600 COLUMBUS OH 43215 990 2013-07-01 311417566 SOUTHERN OHIO MEDICAL CENTER TITLE HOLDING COMPANY SOUT 7403567622 1805 27TH STREET PORTSMOUTH OH 45662 DEAN WRAY VP FINANCE 7403567622 2015-05-04 1 BERNIE OSTROWSKI P00356695 6148493000 2013 2016-02-25 16:41:14Z MR RANDAL ARNETT 1805 27TH STREET PORTSMOUTH OH 45662 2493046 0 X N/A X 1994 OH OWN AND MANAGE REAL ESTATE ON BEHALF OF SOUTHERN OHIO MEDICAL CENTER, A RELATED 501(C)(3) ORGANIZATION. 11 6 0 8 -56557 0 0 0 1734560 1898699 50610 5485 -170176 -107139 1614994 1797045 735341 885163 0 0 0 0 0 0 0 1988613 2097453 2723954 2982616 -1108960 -1185571 17943373 19258199 720856 965450 17222517 18292749 X WE WILL MAKE A DIFFERENCE. AT SOMC, OUR MISSION IS TO MAKE A DIFFERENCE. WE STRIVE TO LIVE OUT THAT MISSION BY PROVIDING OUR REGION WITH THE HIGHEST QUALITY OF CARE, DELIVERED BY PROFESSIONALS WHO ARE AMONG THE BEST IN THEIR FIELDS. WE EXTEND THAT CARE AND PASSION TO MAKE A DIFFERENCE IN THE COMMUNITY BY BEING A VERY GOOD NEIGHBOR, EMPLOYER, AND COMMUNITY SUPPORTER. 0 0 MAINTAINED AND MANAGED REAL PROPERTY USED TO ACCOMPLISH THE EXEMPT PURPOSES OF SOUTHERN OHIO MEDICAL CENTER, A RELATED IRC SEC. 501(C)(3) ORGANIZATION. 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 X 11 6 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 OH X RICHARD GILCHER 7403567622 1248 KINNEYS LANE PORTSMOUTH OH 45662 ROBERT E DEVER CHAIRMAN 1.00 1.10 X X 0 0 0 RANDAL ARNETT PRESIDENT & CEO-SOMC 2.00 41.10 X X 0 667270 288512 GARY DUZAN TREASURER 1.00 1.10 X X 0 0 0 GEORGE LAWSON SECRETARY 1.00 1.10 X X 0 0 0 CINDY HAMM MD CHIEF OF STAFF(JAN-JUNE) 1.00 1.00 X X 0 200481 36008 IBRAHIM ZAYNEH MD CHIEF OF STAFF(JULY-DEC) 1.00 1.00 X X 0 3367 0 STEVEN A CONLEY DIRECTOR 1.00 1.00 X 0 0 0 RITA RICE-MORRIS PHD DIRECTOR 1.00 1.00 X 0 0 0 DAVID FOWLER DIRECTOR 1.00 1.10 X 0 0 0 GEORGE V JOHNSON MD DIRECTOR 1.00 1.00 X 0 0 0 JAMES W STAKER DIRECTOR 1.00 1.00 X 0 0 0 ELIE SAAB MD SMD CRITICAL CARE 1.00 2.00 X 0 762061 53830 DEAN WRAY VP FINANCE 2.00 41.10 X 0 356164 126558 DARREN ADAMS DO FORMER CHIEF OF STAFF 0.00 0.00 X 0 28759 0 0 2018102 504908 0 1 1 0 0 RENTAL INCOME 532000 1898699 1898699 1898699 5485 5485 588862 696001 -107139 -107139 -56557 -50582 1797045 1898699 -56557 -45097 X 885163 35540 346624 66438 647642 9684 991525 2982616 37017503 18527648 17943373 18489855 0 768344 17943373 19258199 720856 135890 0 829560 720856 965450 X 17222517 18292749 17222517 18292749 17943373 19258199 X -1185571 3093 2252710 X X 0 1 X 1 0 486157 486157 17883662 9283849 8599813 4815 3211 1604 17994836 8782022 9212814 648033 458566 189467 18489855 AIR RIGHTS LEASE 829560 829560 X PART X, LINE 2: SOUTHERN OHIO MEDICAL CENTER AND ITS SUBSIDIARIES ARE NONPROFIT, TAX-EXEMPT ORGANIZATIONS AND, ACCORDINGLY, NO TAX PROVISION IS REFLECTED IN THE CONSOLIDATED FINANCIAL STATEMENTS. ACCOUNTING PRINCIPLES GENERALLY ACCECPTED IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE ORGANIZATION AND RECOGNIZE A TAX LIABILITY IF THE ORGANIZATION HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE IRS OR OTHER APPLICABLE TAXING AUTHORITIES. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE ORGANIZATION AND HAS CONCLUDED THAT AS OF JUNE 30, 2014, THERE ARE NO UNCERTAIN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE ORGANIZATION IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. MANAGEMENT BELIEVES IT IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS FOR YEARS PRIOR TO JUNE 30, 2011. 1 SOMC MEDICAL CARE FOUNDATION INC 1248 KINNEYS LANE PORTSMOUTH OH 45662 311374523 501(C)(3) 885163 FORGIVENESS OF RENTAL CHARGES 1 0 PART I, LINE 2: SOUTHERN OHIO MEDICAL CENTER TITLE HOLDING COMPANY FORGAVE RENTAL INCOME CHARGED TO RELATED, TAX-EXEMPT ORGANIZATIONS. SOMC TITLE HOLDING COMPANY MAINTAINS RECORDS WHICH KEEP TRACK OF THE RELATED PARTY RENTAL INCOME. 0 1 0 RANDAL ARNETT PRESIDENT & CEO-SOMC 0 535011 0 102953 0 29306 0 269175 0 19337 0 955782 0 0 CINDY HAMM MD CHIEF OF STAFF(JAN-JUNE) 0 200043 0 0 0 438 0 9254 0 26754 0 236489 0 0 ELIE SAAB MD SMD CRITICAL CARE 0 744423 0 0 0 17638 0 27076 0 26754 0 815891 0 0 DEAN WRAY VP FINANCE 0 291407 0 45442 0 19315 0 104727 0 21831 0 482722 0 0 DARREN ADAMS DO FORMER CHIEF OF STAFF 0 28759 0 0 0 0 0 0 0 0 0 28759 0 0 PART I, LINE 4B A RELATED ORGANIZATION, SOUTHERN OHIO MEDICAL CENTER MADE CONTRIBUTIONS TO A SERP FOR THE FOLLOWING INDIVIDUALS: RANDAL ARNETT: $248,775 DEAN WRAY: 86,877 THE SERP PLAN IS AVAILABLE ONLY TO INDIVIDUALS WHO HAVE HELD AN EXECUTIVE POSITION FOR ONE YEAR. THE SERP WILL VEST UPON THE EXECUTIVE REACHING A SPECIFIED AGE. IF AN EXECUTIVE SEVERS EMPLOYMENT OR IS TERMINATED, A NONCOMPETE AGREEMENT IS IN PLACE FOR 2 YEARS. THE EXECUTIVE FORFEITS ANY SERP PAYMENTS IF HE/SHE DOES NOT CONFORM TO THE NONCOMPETE AGREEMENT. THE SERP CONTRIBUTIONS LISTED ABOVE ARE INCLUDED IN COMPENSATION REPORTED IN SCHEDULE J, PART II, COLUMN C. THE CERP PROGRAM IS AN INCENTIVE PROGRAM FOR PHYSICIANS TO BE AVAILABLE ON CALL IN THE EVENT OF AN EMERGENCY. A PHYSICIAN MUST PARTICIPATE IN THE PROGRAM FOR 10 YEARS BEFORE BECOMING VESTED AND THE PHYSICIAN ALSO MUST REACH A SPECIFIED AGE. A NONCOMPETE AGREEMENT IS IN PLACE, AND THE PHYSICIAN FORFEITS ANY CERP PAYMENTS IF HE/SHE DOES NOT CONFORM TO THE NONCOMPETE AGREEMENT. SOUTHERN OHIO MEDICAL CENTER DID NOT MAKE CONTRIBUTIONS TO A CERP (COMMUNITY EMERGENCY RESPONSE PLAN) OR PAY OUT ANY CERP FOR ANY INDIVIDUAL DURING THE CALENDAR YEAR. NO INDIVIDUAL LISTED ON FORM 990, PART VII RECEIVED A VESTED CERP PAYMENT DURING THE 2013 CALENDAR YEAR. THE VESTED PAYMENT, IF MADE, IS REPORTED ON SCHEDULE J, PART II, COLUMN B(III). PART I, LINE 3: COMPENSATION PAID TO THE ORGANIZATION'S CEO IS ESTABLISHED BY A RELATED ORGANIZATION AND INCLUDES USE OF AN INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEYS, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION A, LINE 6 SOMC TITLE HOLDING COMPANY IS ORGANIZED AS A SUBSIDIARY OF SOUTHERN OHIO MEDICAL CENTER, THE PARENT ORGANIZATION AND SOLE VOTING MEMBER FOR THE CONSOLIDATED GROUP. FORM 990, PART VI, SECTION A, LINE 7A SOUTHERN OHIO MEDICAL CENTER TITLE HOLDING COMPANY'S BOARD OF DIRECTORS ARE ELECTED BY SOUTHERN OHIO MEDICAL CENTER'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B SOUTHERN OHIO MEDICAL CENTER TITLE HOLDING COMPANY'S DECISIONS THAT ARE MADE BY THEIR BOARD OF DIRECTORS CAN BE OVERRULED BY SOUTHERN OHIO MEDICAL CENTER'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 FORM 990 INFORMATION IS COMPILED IN THE ACCOUNTING DEPARTMENT THEN SENT TO THE INDEPENDENT TAX ACCOUNTANTS TO ANALYZE THE INFORMATION AND COMPLETE THE TAX RETURN. THE FORM IS THEN REVIEWED BY FINANCIAL STAFF, TIED OUT TO THE TRIAL BALANCE, AND E-MAILED TO THE BOARD. IN ADDITION, THE CFO PRESENTS FORM 990 TO THE BOARD EXECUTIVE COMPENSATION COMMITTEE BEFORE FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST STATEMENTS ARE FILLED OUT ANNUALLY IN JANUARY FOR OFFICERS AND FOR NEW AND RETURNING BOARD MEMBERS. COMPLETED CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY THE AUDIT & COMPLIANCE COMMITTEE. ANY CONFLICTS ARE DOCUMENTED IN THE MINUTES AND ADDRESSED. CONFLICTS OF INTEREST ARE RAISED BY OFFICERS OR BOARD MEMBERS ONCE THEY ARE KNOWN BY THE INDIVIDUAL. BOARD MEMBERS ABSTAIN FROM VOTING IF A CONFLICT IS IDENTIFIED THAT THE BOARD MEMBER IS INVOLVED WITH DURING THE FISCAL YEAR. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEW IS COMPLETED BY A RELATED ORGANIZATION, SOUTHERN OHIO MEDICAL CENTER. ON AN ANNUAL BASIS, AN INDEPENDENT CONSULTANT, INTEGRATED HEALTHCARE STRATEGIES (IHS), PROVIDES THE BOARD COMPENSATION COMMITTEE WITH COMPARABLE DATA AND OTHER FACTS WHICH ARE USED BY THE COMMITTEE TO DETERMINE EXECUTIVE PAY PHILOSOPHY. THE INDEPENDENT CONSULTANT USED COMPENSATION SURVEYS OF THE SURROUNDING AREA TO DETERMINE EXECUTIVE COMPENSATION RECOMMENDATIONS. THE DECISIONS FOR CEO AND OFFICER COMPENSATION ARE DOCUMENTED IN THE BOARD COMPENSATION COMMITTEE MINUTES, AS WELL AS THE BOARD MEETING MINUTES. THIS COMMITTEE DETERMINES THE CEO'S PAY AND SETS PAY RANGES FOR THE OTHER EXECUTIVES. THIS PROCESS WAS LAST UNDERTAKEN DURING 2013. FORM 990, PART VI, SECTION C, LINE 19 SOUTHERN OHIO MEDICAL CENTER TITLE HOLDING COMPANY PROVIDES ITS FINANCIAL STATEMENTS TO THE PUBLIC THROUGH ITS BOND DISCLOSURE. GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE MADE AVAILABLE TO THE PUBLIC ON SOUTHERN OHIO MEDICAL CENTER'S WEBSITE. FORM 990, PART IX, LINE 11G PURCHASED SERVICES 65,005. ALLOCATED WAGES 157,728. ALLOCATED EMPLOYEE BENEFITS 89,326. CONSULTING FEES 34,565. FORM 990, PART XI, LINE 9: ALLOCATION OF EXPENSES FROM SOUTHERN OHIO MEDICAL CENTER 2,252,710. FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS A COMMITTEE RESPONSIBLE FOR OVERSIGHT OF THE AUDIT AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. SOUTHERN OHIO MEDICAL CENTER 1248 KINNEYS LANE PORTSMOUTH OH 45662 310678022 HEALTH CARE OH 501(C)(3) LINE 3 N/A 0 SOMC MEDICAL CARE FOUNDATION INC 1248 KINNEYS LANE PORTSMOUTH OH 45662 311374523 MEDICINE AND SURGERY OH 501(C)(3) LINE 11A, I SOUTHERN OHIO MEDICAL CENTER 1 SOMC DEVELOPMENT FOUNDATION 1805 27TH STREET PORTSMOUTH OH 45662 310677520 FUNDRAISING OH 501(C)(3) LINE 11A, I SOUTHERN OHIO MEDICAL CENTER 1 1 1 1 0 0 0 0 0 0 1 1 0 1 1 1 0 0 0 0 SOUTHERN OHIO MEDICAL CENTER N 772359 RENTAL CHARGES PER CONTRACT SOMC MEDICAL CARE FOUNDATION A 885163 RENTAL CHARGES PER CONTRACT SOMC MEDICAL CARE FOUNDATION B 885163 FORGIVENESS OF RENTAL CHARGES SOUTHERN OHIO MEDICAL CENTER J 259690 RENTAL CHARGES PER CONTRACT SOUTHERN OHIO MEDICAL CENTER M 2995225 ALLOCATION OF COSTS SOUTHERN OHIO MEDICAL CENTER O 1284446 ALLOCATION OF COSTS SOUTHERN OHIO MEDICAL CENTER N 2252710 FORGIVENESS OF EXPENSES