2012-05-15T07:35:37-05:00 2011-09-30 WILLIAM STEELE & ASSOCIATES PC 40 STARK STREET MANCHESTER NH 03101 990 2010-10-01 020418718 EXETER MED REAL INC EXET 6035806695 5 ALUMNI DRIVE EXETER NH 03833 OFFICER 6035806692 2012-05-09 1 MICHAEL A BARBARITA CPA 6036228881 2010 2016-02-24 21:20:13Z KEVIN CALLAHAN 5 ALUMNI DRIVE EXETER NH 03833 3720551 0 X N/A X 1989 NH EXETER MED REAL IS A NOT-FOR-PROFIT SUBSIDIARY OF EXETER HEALTH RESOURCES WHICH HOLDS AND MANAGES REAL ESTATE ASSETS FOR THE BENEFIT OF EXETER HEALTH RESOURCES AND ITS' SUBSIDIARIES. MED REAL OWNS AND LEASES LAND AND BUILDINGS TO THESE ORGANIZATIONS. 5 0 0 0 0 0 0 0 3797440 3720483 35 33 14 35 3797489 3720551 0 0 0 0 0 0 0 0 0 4223971 4467268 4223971 4467268 -426482 -746717 28151769 27366729 877485 839162 27274284 26527567 HOLDS TITLE TO PROPERTY AND DISTRIBUTES THE INCOME THEREFROM TO EXETER HEALTH RESOURCES, A RELATED 501(C) ORGANIZATION. 0 0 4467268 3720518 EXETER MED REAL IS ORGANIZED AS A SECTION 501(C)(25) ORGANIZATION WHOSE SOLE PURPOSE IS TO HOLD TITLE TO PROPERTY AND TO DISTRIBUTE THE INCOME THEREFROM TO EXETER HEALTH RESOURCES, A RELATED 501(C) ORGANIZATION 4467268 0 0 0 0 0 0 0 0 1 0 0 0 0 0 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 1 0 0 0 1 17 0 1 0 0 0 0 0 0 0 X 5 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 0 1 1 1 0 NH X KEVIN J O'LEARY 6035806695 5 ALUMNI DRIVE EXETER NH 03833 KEVIN J CALLAHAN 1.00 X X 0 763615 196848 KEVIN J O'LEARY 1.00 X X 0 407282 100431 SUSAN BURNS-TISDALE 0.30 X 0 332526 38623 DEBRA CRESTA 0.30 X 0 312760 37916 MARK WHITNEY 0.30 X 0 247071 41544 0 2063254 415362 0 0 1 0 EXETER HOSPITAL INC 5 ALUMNI DRIVE EXETER NH 03833 CONSTRUCTION, ENGINEERING, CLEANING 178433 1 RENTAL INCOME 531120 3720483 3720483 3720483 33 33 CASH DISCOUNTS 531120 35 35 35 3720551 3720518 0 33 8845 1265419 30912 178433 2692493 28540 OUTSIDE FEES 229080 REPAIRS/MAINTENANCE 19007 DESIGN/RELOCATION FEES 14459 MISCELLANEOUS 80 4467268 1614256 3182264 67128 59586 45138446 21081600 26408939 24056846 61446 68033 28151769 27366729 67998 230107 809487 609055 877485 839162 X 27274284 26527567 27274284 26527567 28151769 27366729 -746717 0 X 0 1 0 X 0 186241 186241 43308193 20824164 22484029 131312 50661 80651 1512700 206775 1305925 24056846 X 0 1 X X X X 0 1 0 KEVIN J CALLAHAN 0 490965 0 175136 0 97514 0 174700 0 22148 0 960463 0 0 KEVIN J O'LEARY 0 267031 0 90019 0 50232 0 82700 0 17731 0 507713 0 0 SUSAN BURNS-TISDALE 0 219032 0 84041 0 29453 0 14700 0 23923 0 371149 0 0 DEBRA CRESTA 0 219453 0 66085 0 27222 0 14700 0 23216 0 350676 0 0 MARK WHITNEY 0 176126 0 51816 0 19129 0 14686 0 26858 0 288615 0 0 PART I, LINE 1A TAX INDEMNIFICATION AND GROSS UP PAYMENTS WERE PROVIDED TO KEVIN CALLAHAN, KEVIN O'LEARY, SUSAN BURNS-TISDALE, DEBRA CRESTA AND MARK WHITNEY (FOR ACQUISITION OF SUPPLEMENTAL LONG TERM DISABILITY INSURANCE). THE BENEFIT WAS TREATED AS TAXABLE INCOME. PART I, LINE 1B THERE WAS NO EXISTING POLICY CONCERNING TAX INDEMNIFICATION AND GROSS UP PAYMENTS. HOWEVER, IN THE INSTANCE OF SUCH ACTION RELATED TO THE ACQUISITION OF LONG TERM DISABILITY INSURANCE DESCRIBED ABOVE, THE TAX INDEMNIFICATION AND GROSS UP PAYMENTS WERE APPROVED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES EXECUTIVE COMMITTEE COMPRISED OF DISINTERESTED PERSONS. PART I, LINE 4B THE ORGANIZATION'S PARENT (EXETER HEALTH RESOURCES, INC) MAINTAINS A SPLIT DOLLAR SUPPLEMENTAL RETIREMENT PLAN FOR 2 EXECUTIVES (LISTED BELOW WITH AMOUNTS)SELECTED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES. THE PLAN IS CLOSED TO FUTURE PARTICIPANTS. THE PLAN PROVIDES FOR ANNUAL PAYMENTS OF PREMIUMS FOR LIFE INSURANCE POLICIES INSURING THE LISTED INDIVIDUALS. THOSE LIFE INSURANCE PREMIUMS ARE COLLATERALLY ASSIGNED TO THE CORPORATION AND ANY EXCESS ACCUMULATED VALUE IN THE POLICIES (NET OF ACCUMULATED PREMIUM PAYMENTS) ARE AVAILABLE TO BE PAID TO THE PARTICIPANT ONCE VESTED AT AGE 62. KEVIN CALLAHAN - EXCESS ACCUMULATED VALUE - $37,726 KEVIN O'LEARY - EXCESS ACCUMULATED VALUE - $10,615 CERTAIN OF THE LISTED EMPLOYEES PARTICIPATE IN A NONQUALIFIED DEFERRED COMPENSATION PLAN AS DESCRIBED IN INTERNAL REVENUE CODE SECTION 457(F) SPONSORED BY EHR. IN THE CALENDAR YEAR ENDED DEC 31, 2010 THE CONTRIBUTION TO THE PLAN FOR THE NON-VESTED BENEFIT OF KEVIN CALLAHAN WAS $168,000 AND THE CONTRIBUTION TO THE PLAN FOR THE NON-VESTED BENEFIT OF KEVIN O'LEARY WAS $68,000. PARTICIPANTS IN THE 457(F) PLAN DO NOT VEST UNTIL AGE 62. FORM 990, PART VI, SECTION A, LINE 6 EXETER HEALTH RESOURCES, INC. A CHARITABLE ORGANIZATION ACTING THROUGH ITS BOARD OF TRUSTEES IS THE SOLE MEMBER OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A AS SOLE SHAREHOLDER, EXETER HEALTH RESOURCES ELECTS THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7B THE STOCKHOLDER HAS THE RIGHT TO APPROVE A DISSOLUTION OF THE CORPORATION AND TO REMOVE THE DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 THE 990 IS PREPARED BY AN OUTSIDE TAX ACCOUNTANT WITH INFORMATION PROVIDED BY THE ORGANIZATION. THE 990 IS REVIEWED BY THE ORGANIZATION'S TREASURER AND THEN PRESENTED TO THE BOARD OF TRUSTEES BEFORE IT IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE BOARD OF TRUSTEES HAS ADOPTED A CONFLICT OF INTEREST POLICY THAT REQUIRES THE DISCLOSURE OF CONFLICTS OF INTEREST EITHER WHEN THE INTEREST BECOMES A MATTER OF POSSIBLE ACTION BY THE BOARD OR DURING AN ANNUAL DISCLOSURE PROCESS. TRUSTEES, OFFICERS, AND KEY EMPLOYEES, AS WELL AS ALL MEMBERS OF SENIOR MANAGEMENT, ARE PART OF THE ANNUAL DISCLOSURE PROCESS, WHICH IS INITIATED BY THE ISSUANCE OF A MEMORANDUM AND ACCOMPANYING QUESTIONNAIRE BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (CE0). ALL DISCLOSURES ARE REVIEWED. ANY TRUSTEE WITH A CONFLICT OF INTEREST IS REQUIRED TO ABSTAIN FROM VOTING AND IS NOT INCLUDED IN A QUORUM DETERMINATION ON THE MATTER AND ANY OFFICER, KEY EMPLOYEE, OR MEMBER OF SENIOR MANAGEMENT WITH A CONFLICT DOES NOT TAKE PART IN MAKING AND IS NOT PRESENT FOR ANY DECISION REGARDING THE MATTER. THE POLICY IS MONITORED AND ENFORCED BY BOTH THE PRESIDENT AND CEO AND THE FULL BOARD. A SEPARATE ORGANIZATIONAL POLICY REQUIRES ALL EMPLOYEES TO DISCLOSE ANY CONFLICT OF INTEREST IN WRITING UPON HIRE. THEREAFTER, ON AN ANNUAL BASIS, STAFF WITHIN HUMAN RESOURCES WILL SURVEY ALL EMPLOYEES AND CONTRACTED STAFF SERVING IN A MANAGERIAL ROLE, AS WELL AS ALL MEMBERS OF ANY COMMITTEES THAT MAKE RECOMMENDATIONS OR DECISIONS REGARDING THE PURCHASE OF GOODS OR SERVICES BY EXETER MED REAL AS A MEANS TO ENSURE THAT ANY CONFLICT OF INTEREST, CONFLICT OF COMMITMENT AND/OR PERSONAL INTEREST IS DISCLOSED AND APPROPRIATELY MANAGED. EMPLOYEES OTHERWISE ARE REQUIRED TO MAKE ANY FURTHER WRITTEN DISCLOSURE AT THE TIME A CONFLICT ARISES. THIS POLICY IS MONITORED AND ENFORCED BY THE VICE PRESIDENT OF HUMAN RESOURCES AND THE VICE PRESIDENT OF CORPORATE INTEGRITY AND COMPLIANCE. ANY IDENTIFIED CONFLICT OF INTEREST IS MANAGED BY DISCLOSURE, RECUSAL, OR DIVESTITURE OF THE INTEREST. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION'S PARENT (EXETER HEALTH RESOURCES) HAS A FORMAL PROCESS FOR DETERMINING TOTAL COMPENSATION FOR THE PRESIDENT AND OTHER LISTED OFFICERS THAT IS INTENDED TO PROVIDE REASONABLE COMPENSATION FOR ACHIEVING THE ORGANIZATION'S MISSION, TO RECOGNIZE INDIVIDUAL AND TEAM PERFORMANCE, AND TO COMPLY WITH THE ORGANIZATION'S OBLIGATIONS AS A TAX-EXEMPT CHARITABLE ORGANIZATION. THE EXECUTIVE COMMITTEE OF THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES CONDUCTS AN ANNUAL REVIEW OF THE COMPENSATION OF THE PRESIDENT AND OTHER LISTED OFFICERS. IN DOING SO, THE COMMITTEE RETAINS A QUALIFIED INDEPENDENT COMPENSATION CONSULTANT TO CONDUCT COMPETITIVE MARKET ANALYSIS OF THE MARKET RANGES OF BASE, INCENTIVE, AND TOTAL CASH COMPENSATION, AND TO PROVIDE ADVICE CONCERNING THE REASONABLENESS OF THE COMPENSATION OF THE PRESIDENT AND OTHER LISTED OFFICERS. THE COMMITTEE UTILIZES THAT ANALYSIS AND OTHER APPROPRIATE INFORMATION IN CONNECTION WITH ITS ANNUAL REVIEW AND MAKES RECOMMENDATIONS TO THE FULL BOARD OF EXETER HEALTH RESOURCES FOR ADJUSTMENT OF THE PRESIDENT'S COMPENSATION AND THE COMPENSATION FOR OTHER LISTED OFFICERS. INFORMATION WHICH THE COMMITTEE MAY CONSIDER CAN INCLUDE BUT IS NOT LIMITED TO THE PERFORMANCE OF AN INDIVIDUAL AND/OR THAT INDIVIDUAL'S CONTRIBUTIONS TO A TEAM, THE PERFORMANCE OF THE ORGANIZATION IN WHOLE AND IN PART, THE ELEMENTS OF TOTAL COMPENSATION AND SALARY HISTORY, THE ORGANIZATION'S COMPENSATION TARGETS, AND COMPARABILITY DATA,INCLUDING THE DATA PREPARED BY THE INDEPENDENT CONSULTANT AND REVIEWED WITH THE COMMITTEE. THE COMMITTEE INCORPORATES A PERFORMANCE APPRAISAL PROCESS IN THE PRESIDENT'S, AND THE LISTED OFFICERS' COMPENSATION REVIEW. THE PRESIDENT, AND LISTED OFFICERS ARE NOT PRESENT WHEN THE COMMITTEE DISCUSSES THEIR RESPECTIVE COMPENSATION. IN ADDITION, THE COMMITTEE DETERMINES IF THE THRESHOLD REQUIREMENTS FOR INCENTIVE AWARDS ARE MET, CONSISTING OF THE ORGANIZATION'S PERFORMANCE RESULTS FOR QUALITY, OPERATING SYSTEM EXCELLENCE AND FINANCIAL PERFORMANCE. THE RESULTS OF THE COMMITTEE'S DELIBERATIONS ARE PRESENTED TO THE EXETER HEALTH RESOURCES BOARD AND INCLUDE RECOMMENDATIONS CONCERNING SALARY RANGE ADJUSTMENTS AND INCENTIVE AWARDS AND THE BASIS FOR THE COMMITTEE'S DECISIONS / RECOMMENDATIONS. THE DELIBERATIONS OF THE EXETER HEALTH RESOURCES BOARD ARE CONDUCTED IN EXECUTIVE SESSION WITH THE INDEPENDENT MEMBERS OF THE BOARD BUT DO INCLUDE THE PRESIDENT ONLY FOR THAT PERIOD OF TIME IN WHICH THE EXETER HEALTH RESOURCES BOARD HAS QUESTIONS CONCERNING THE PERFORMANCE OF ANY LISTED OFFICER OTHER THAN THE PRESIDENT. THE EXETER HEALTH RESOURCES BOARD REVIEWS THE PRESIDENT'S PERFORMANCE AND DETERMINES IF THE ADJUSTMENTS AND AWARDS RECOMMENDED BY THE COMMITTEE FOR THE PRESIDENT ARE IN THE ORGANIZATION'S BEST INTEREST AND FOR THE BENEFIT OF THE ORGANIZATION AND THE PARENT ORGANIZATION. FOR THE EXETER MED REAL OFFICER POSITIONS AND TRUSTEES, ADJUSTMENTS AND INCENTIVE AWARDS ARE APPROVED UPON RECOMMENDATION OF THE PRESIDENT BY THE EXECUTIVE COMMITTEE WITHIN THE EXETER HEALTH RESOURCES BOARD APPROVED PARAMETERS AND RATIFIED BY THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION C, LINE 19 THESE DOCUMENTS ARE AVAILABLE UPON REQUEST. PART XII, QUESTION 2C THE ORGANIZATION IS PART OF THE CONSOLIDATED OPERATIONS OF EXETER HEALTH RESOURCES, INC. THE EXETER HEALTH RESOURCES EXECUTIVE COMMITTEE IS RESPONSIBLE FOR THE OVERSIGHT OF THE AUDIT AND THE SELECTION OF AN INDEPENDENT ACCOUNTANT. 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