2013-05-08T15:43:14-05:00 2012-06-30 381357951 PLANTE & MORAN PLLC 65 EAST STATE ST STE 600 COLUMBUS OH 43215 990 2011-07-01 311417566 SOUTHERN OHIO MEDICAL CENTER TITLE HOLDING COMPANY SOUT 7403567622 1805 27TH STREET PORTSMOUTH OH 45662 DEAN WRAY 7403567622 2013-05-03 1 BERNIE OSTROWSKI P00366367 6148493000 2011 2016-02-25 16:41:14Z MR RANDAL ARNETT 1805 27TH STREET PORTSMOUTH OH 45662 2403045 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 5 0 11 -4272 0 0 0 2356015 1593077 -1535 -97382 0 -25024 2354480 1470671 619317 663869 0 0 0 0 0 0 0 2809394 2211255 3428711 2875124 -1074231 -1404453 19659912 18201380 199561 145482 19460351 18055898 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 0 1 0 0 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 0 0 0 0 0 0 0 0 0 0 X 11 5 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X RICHARD GILCHER 7403567622 1248 KINNEYS LANE PORTSMOUTH OH 45662 ROBERT E DEVER 2.00 X X 0 0 0 RANDAL ARNETT 2.00 X X 0 568690 261303 STEVEN A CONLEY 2.00 X 0 0 0 GARY DUZAN 2.00 X X 0 0 0 GEORGE LAWSON 2.00 X X 0 0 0 RITA RICE-MORRIS PHD 2.00 X 0 0 0 DAVID FOWLER 2.00 X 0 0 0 GEORGE V JOHNSON MD 2.00 X 0 0 0 JAMES W STAKER 2.00 X 0 0 0 JOHN TURJOMAN MD 4.00 X X 0 6151 0 AARON ADAMS DO 2.00 X 0 16288 0 DARREN ADAMS DO 2.00 X X 0 0 0 DEAN WRAY 2.00 X 0 295258 113833 0 886387 375136 0 0 1 0 0 RENTAL INCOME 532000 1593077 1593077 1593077 809968 834992 -25024 -25024 -20752 -4272 97382 -97382 -97382 -97382 1470671 1572325 -4272 -97382 663869 259505 71261 916549 9684 954256 2875124 34134547 15933167 19659912 18201380 19659912 18201380 199561 145482 199561 145482 X 19460351 18055898 19460351 18055898 19659912 18201380 -1404453 0 X X 0 1 1 X 0 510103 510103 17698607 8434806 9263801 14790 12386 2404 15395769 7038205 8357564 515278 447770 67508 18201380 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: 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, 2012, THERE ARE NO UNCERTAIN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE 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, 2009. 1 SOMC MEDICAL CARE FOUNDATION INC 1248 KINNEYS LANE PORTSMOUTH OH 45662 311374523 501(C)(3) 663869 FORGIVENESS OF RENTAL CHARGES 1 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: SOUTHERN OHIO MEDICAL CENTER TITLE HOLDING COMPANY FORGAVE RENTAL INCOME CHARGED TO RELATED, EXEMPT ORGANIZATIONS. 0 1 0 RANDAL ARNETT 0 519376 0 29553 0 19761 0 243228 0 18075 0 829993 0 0 DEAN WRAY 0 264595 0 12451 0 18212 0 94389 0 19444 0 409091 0 0 PART I, LINE 4B SOUTHERN OHIO MEDICAL CENTER, A RELATED ORGANIZATION, MADE CONTRIBUTIONS TO A SERP FOR RANDAL ARNETT AND DEAN WRAY IN THE AMOUNTS OF $226,078 AND $79,689 RESPECTIVELY. 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. PART I, LINE 6 SOMC COMPENSATES INDIVIDUALS LISTED IN PART VII, SECTION A, LINE 1A, AS WELL AS OTHER ELIGIBLE EMPLOYEES, INCENTIVE COMPENSATION BASED ON TARGET GOALS THAT ARE, IN PART, CONTINGENT ON THE NET EARNINGS OF THE ORGANIZATION. RECIPIENTS MUST MEET CERTAIN SPECIFIC OBJECTIVES/GOALS, ONE OF WHICH IS NET EARNINGS OF THE ORGANIZATION, IN ORDER TO RECEIVE ANY BONUS. THE NET EARNINGS OF THE ORGANIZATION TARGET REPRESENTS ONLY ONE COMPONENT THAT MAKES UP THE INDIVIDUAL'S BONUS CALCULATION. IN ADDITION, WHEN CONSIDERING ALL FACTORS OF THE BONUS CALCULATION, THERE IS A MAXIMUM BONUS AMOUNT THAT EACH INDIVIDUAL IS ENTITLED TO RECEIVE THAT IS BASED ON A SPECIFIED PERCENTAGE OF THE EMPLOYEE'S COMPENSATION. SUPPLEMENTAL INFORMATION PART 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, A WRITTEN EMPLOYMENT CONTRACT, 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. 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 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, WHICH WAS LAST PERFORMED DURING 2011. THIS COMMITTEE DETERMINES THE CEO'S PAY AND SETS PAY RANGES FOR THE OTHER EXECUTIVES. 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 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. FORM 990, PART VII: THE FOLLOWING OFFICERS DEVOTED TIME TO THE FOLLOWING RELATED PARTIES: SOUTHERN OHIO MEDICAL CENTER: RANDAL ARNETT 40 HOURS DEAN WRAY 40 HOURS SOUTHERN OHIO MEDICARE CARE FOUNDATION: RANDAL ARNETT 1 HOUR DEAN WRAY 1 HOUR THE FRIENDS OF SOUTHERN OHIO MEDICAL CENTER: RANDAL ARNETT 1 HOUR DEAN WRAY 1 HOUR SOMC FOUNDATION, INC. RANDAL ARNETT 1 HOUR DEAN WRAY 1 HOUR SOUTHERN OHIO MEDICAL CENTER 1248 KINNEYS LANE PORTSMOUTH OH 45662 310678022 HEALTH CARE OH 501(C)(3) LINE 3 N/A 0 SOMC FOUNDATION INC 1805 27TH STREET PORTSMOUTH OH 45662 311564440 HOLD INVESTMENTS FOR BENEFIT OF SOUTHERN OHIO MEDICAL CENTER OH 501(C)(3) LINE 11A, I SOUTHERN OHIO MEDICAL CENTER 1 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 THE FRIENDS OF SOUTHERN OHIO MEDICAL CENTER 1805 27TH STREET PORTSMOUTH OH 45662 310677520 FUNDRAISING OH 501(C)(3) LINE 11A, I SOUTHERN OHIO MEDICAL CENTER 1 1 1 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 SOUTHERN OHIO MEDICAL CENTER I 1556930 RENTAL CHARGES PER CONTRACT SOUTHERN OHIO MEDICAL CENTER P 1165782 ALLOCATION OF COSTS SOMC MEDICAL CARE FOUNDATION A 663869 RENTAL CHARGES PER CONTRACT SOMC MEDICAL CARE FOUNDATION B 663869 FORGIVENESS OF RENTAL CHARGES SOUTHERN OHIO MEDICAL CENTER N 320022 ALLOCATION OF COSTS SOUTHERN OHIO MEDICAL CENTER B 391148 FORGIVENESS OF RENTAL CHARGES