Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
Civista Medical Center Inc
Employer identification number
52-0445374
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
Civista Medical Center Inc
Employer identification number
52-0445374
Identifier
Return Reference
Explanation
DESCRIPTION OF 990 REVIEW PROCESS
PART VI, LINE 11
The process for reviewing the Form 990 begins with Civista's Staff Accountant working with the Controller in reviewing the first Draft Form 990. The Staff Accountant and Controller will coordinate with the independent accounting firm, KPMG, to update any necessary changes. While the Controller schedules the services of KPMG to present the Final Draft Form 990 to the Finance Committee of the Board of Directors, the Chief Financial Officer will review the document before the Final Draft is generated. Once all necessary corrections are made, copies of the Final Draft Form 990 will be provided to the Finance Committee prior to the meeting for their review (which will be required to be kept confidential until the Form 990 is finalized and signed). The Final Draft Form 990 will be presented by KPMG at the Finance Committee meeting for questions and final approval. Once the Finance Committee approves the Form 990 to be signed, the President and Chief Executive Officer will sign as Civista's authorized signer. The Final Form 990 will be provided to the full Board of Directors for informational purposes before filing.
PROCESS FOR DETERMINING COMPENSATION
PART VI, LINE 15
The organization utilizes an independent compensation committee, an independent compensation consultant, a written employment contract, a compensation survey or study, and approval by the board/compensation committee. The chief executive officer/president and the executive committee of the board reviews and approves the compensation for the organization's top management officials and other officers and key employees. The salary of management employees are based a market study of comparable positions, education, and experience as related to the manager's position. In order to determine the manager's salary, the compensation and benefits specialist completes a relative market study to obtain information about comparable jobs in the healthcare industry. Human resources evaluates the market study and then makes a recommendation. Human resources also uses data prepared by independent compensation consultants. After deciding on the compensation of the management employee, the decision is documented in the executive committee minutes. The year that this process was last undertaken for these types of positions was in the current year. The chief executive officer/president is the only employee who has a written contract. Effective October 1, 2009, the chief executive officer, chief financial officer, chief medical officer and chief information officer are employees of the University of Maryland Medical System (UMMS) and their compensation packages are determined per an UMMS executive compensation committee.
CONFLICTS MONITORING AND ENFORCEMENT
Part VI, Line 12c
The conflicts monitoring and enforcement policy is established to prohibit activities that may conflict or appear to conflict with Civista's business. Employees in key positions at Civista have an obligation to Civista to avoid conflict of interest situations. Key employees are exempt administrative and non-exempt employees who have the authority to make commitments for Civista resources. All key employees must sign a disclosure of business interest/conflict of interest statement. It is the policy of Civista that key employees disclose any detail of any activities or interests which may conflict or appear to conflict with Civista's business. Conflict of interest behaviors are varied; however, it would be prohibited for an employee to be directly connected in any manner with any business or entity which sells or provides materials, supplies, equipment, facilities or services to or which is in direct or indirect competition with or which is a customer of Civista. All employees shall refrain from any conduct during the performance of their duties that has the appearance of impropriety or that could reasonably be construed as contrary to the interests and mission of this organization. An employee may not accept cash in any amount or other personal gifts having any value or any other personal favors for performance which goes beyond common courtesy in the performance of his/her job duties from anyone with whom Civista has or is likely to have any business dealings. These individuals may include an employee, perspective employees, customers, competitors or vendors. An employee may not disclose directly or indirectly any information of any kind acquired in the course of employment or association with Civista or use any such information to further any personal interests or to the detriment of Civista. Any employee who has knowledge of activities that he or she believes may violate any of these procedures has an obligation to report them immediately to their supervisor/department manager or the Vice President, Human Resources. Any individual who knowingly violates this policy is subject to disciplinary action up to and including discharge in addition to potential criminal prosecution. While all employees are required to sign a conflict of interest disclosure, it is the policy of Civista that key employees disclose any detail of any activities or interests which may conflict or appear to conflict with Civista's business. The responses are initially reviewed by human resources. If anything is disclosed, the disclosure is sent to the compliance officer who consults with outside attorneys. After review of the disclosures, if a conflict is identified, the employee would be notified of the conflict and asked to refrain from any further activity. Depending on the conflict, the appropriate action would be for the person involved to recuse themselves. If an individual knowingly violates this policy, they will be subject to disciplinary action up to and including discharge in addition to potential criminal prosecution. As part of the annual competencies, every employee completes a online module in Healthstream, Civista's online support page, which details their responsibility for disclosure under the policy.
DOCUMENTATION AVAILABILITY
PART VI, LINE 19
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.
MANAGEMENT SERVICES AGREEMENT
PART VI, LINE 3
Effective October 1, 2009, Civista Health and its related organizations signed a management services agreement with university of Maryland medical system corporation ("UMMS", a section 501(c)(3) organization) whereby UMMS provides management supervision for the operation and strategic development of Civista with the goal of improving service, quality of care and other areas of operation. The Chief Executive Officer, the Chief Financial Officer, the Chief Medical Officer, and the Chief Information Officer are employees of UMMS, but Civista medical center reimburses UMMS for their compensation packages. In addition to reimbursing UMMS for the services of the senior executive personnel, Civista Medical Center pays UMMS a fee for other services under the agreement. Effective July 1, 2011, the company entered into an affiliated agreement with UMMS, whereby UMMS became the sole corporate member of the company. The residents of the region served by the company will benefit from accelerated deployment of clinical programs and technologies and improved access to physicians.
SCHEDULE K
Part I AMOUNTS CUSIP NUMBERS -------- $ 540,000 574217UL7 555,000 574217UM5 575,000 574217UN3 590,000 574217UP8 610,000 574217UQ6 630,000 574217UR4 650,000 574217US2 675,000 574217UT0 700,000 574217UU7 730,000 574217UV5 760,000 574217UW3 790,000 574217UX1 820,000 574217UY9 7,900,000 574217UZ6 10,425,000 574217VA0 32,050,000 574217VB8 $59,000,000 BONDS AT REDEMPTION PRICE Part II Of the proceeds reported as issuance costs, $1,180,000 of the proceeds were used for bond issuance costs (including underwriters' discount) and $2,616,282 of the proceeds were used for credit enhancement.
OTHER CHANGES IN NET ASSETS
FORM 990, PART XI, LINE 5
CHANGE IN MINIMUM PENSION LIABILITY 3,682,607 NET ASSETS RELEASED FROM RESTRICTION (1,289,019) ----------- TOTAL TO PART XI, LINE 5 2,393,588 BEGINNING NET ASSETS WERE ADJUSTED TO INCLUDE THE MEDICAL CENTER'S ECONOMIC INTEREST IN THE NET ASSETS OF CIVISTA HEALTH FOUNDATION.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.