2015-05-13T09:30:32-05:00 2014-06-30 580914992 DRAFFIN & TUCKER LLP PO BOX 71309 ALBANY GA 317081309 990 2013-07-01 453957368 POLK MEDICAL CENTER INC POLK 7065096074 420 E SECOND AVENUE ROOM/SUITE 102 ROME GA 301613210 RICHARD T SHEERIN CFO 7065096074 2015-05-15 true JACQUELINE G ATKINS P00861721 2298837878 2015-05-12 2013 2016-02-25 16:41:14Z KURT STUENKEL 304 TURNER MCCALL BLVD ROME GA 301620233 0 false X WWW.POLKMEDICALCENTER.ORG X 2011 GA PRIMARY INITIAL ACTIVITY OF THE CORPORATION SHALL BE TO PROVIDE MANAGEMENT SERVICES AND MANAGEMENT DIRECTION TO AND FOR THE BENEFIT OF THE LICENSED OPERATOR OF THE HOSPITAL COMMENCING APRIL 1, 2012. IT IS ANTICIPATED THAT EVENTUALLY THE CORPORATION WILL BECOME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, A 501(C)(3) ORGANIZATION, LOCATED IN CEDARTOWN, GA. PMC IS A 25-BED CRITICAL ACCESS HOSPITAL PROVIDING CARE TO THE COMMUNITY REGARDLESS OF THE ABILITY TO PAY. 9 8 0 0 0 0 0 0 0 0 0 0 0 0 34500 24000 34500 24000 -34500 -24000 3491343 22747433 3525843 22805933 -34500 -58500 X PRIMARY INITIAL ACTIVITY OF THE CORPORATION SHALL BE TO PROVIDE MANAGEMENT SERVICES AND MANAGEMENT DIRECTION TO AND FOR THE BENEFIT OF THE LICENSED OPERATOR OF THE HOSPITAL COMMENCING APRIL 1, 2012. IT IS ANTICIPATED THAT EVENTUALLY THE CORPORATION WILL BECOME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, A 501(C)(3) ORGANIZATION, LOCATED IN CEDARTOWN, GA. PMC IS A 25-BED CRITICAL ACCESS HOSPITAL PROVIDING CARE TO THE COMMUNITY REGARDLESS OF THE ABILITY TO PAY. false false PROVIDES MANAGEMENT SERVICES TO THE OPERATOR OF POLK MEDICAL CENTER, A 501 (C)(3) HOSPITAL LOCATED IN CEDARTOWN, GA, CURRENTLY LEASED AND OPERATED BY THE HOSPITAL AUTHORITY OF FLOYD COUNTY, A RELATED ORGANIZATION. true false false false false false false false false false true false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true 0 0 0 false false false false false false false false false false X 9 8 false false false false true true true true true false false true true true true true false false false false GA X RICHARD T SHEERIN 7065096074 304 TURNER MCCALL BLVD ROME GA 301610233 X KURT STUENKEL PRESIDENT 1.00 52.00 X X 0 1027247 65222 JERRY F NORMAN MEMBER 1.00 3.00 X 0 10898 0 J SAM FREEMAN MEMBER 1.00 2.00 X 0 7625 0 FRANK SHELLEY MEMBER 1.00 2.00 X 0 6500 0 LEE CUMMINGS MEMBER 1.00 X 0 3000 0 DARROLL FREEMAN MEMBER 1.00 X 0 3000 0 LARRY KUGLAR MEMBER 1.00 2.00 X 0 3000 0 BRUCE CASEY MEMBER 1.00 X 0 2750 0 HAROLD W WYATT JR MEMBER 1.00 X 0 2375 0 RICHARD T SHEERIN CFO 1.00 52.00 X 0 338538 48033 1404933 113255 false true false 0 1500 1500 BOARD EXPENSES 22500 22500 24000 0 24000 0 840000 840000 282660 21624773 2651343 21624773 3491343 22747433 1750 21559528 3525843 1244655 3525843 22805933 X -34500 -58500 -34500 -58500 3491343 22747433 -24000 X false true X true false X 21624773 21624773 21624773 DUE TO RELATED ORGANIZATIONS 1244655 1244655 X SCHEDULE D, PAGE 3, PART X THE CORPORATION IS A NOT-FOR-PROFIT CORPORATION THAT HAS BEEN RECOGNIZED AS TAX-EXEMPT PURSUANT TO SECTION 501(C)3 OF THE INTERNAL REVENUE CODE. THE CORPORATION APPLIES ACCOUNTING POLICIES THAT PRESCRIBE WHEN TO RECOGNIZE AND HOW TO MEASURE THE FINANCIAL STATEMENT EFFECTS OF INCOME TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN ON ITS INCOME TAX RETURNS. THESE RULES REQUIRE MANAGEMENT TO EVALUATE THE LIKELIHOOD THAT, UPON EXAMINATION BY THE RELEVANT TAXING JURISDICTIONS, THOSE INCOME TAX POSITIONS WOULD BE SUSTAINED. BASED ON THAT EVALUATION, THE CORPORATION ONLY RECOGNIZES THE MAXIMUM BENEFIT OF EACH INCOME TAX POSITION THAT IS MORE THAN 50% LIKELY OF BEING SUSTAINED. TO THE EXTENT THAT ALL OR A PORTION OF THE BENEFITS OF AN INCOME TAX POSITION ARE NOT RECOGNIZED, A LIABILITY WOULD BE RECOGNIZED FOR THE UNRECOGNIZED BENEFITS, ALONG WITH ANY INTEREST AND PENALTIES THAT WOULD RESULT FROM DISALLOWANCE OF THE POSITION. SHOULD ANY SUCH PENALTIES AND INTEREST BE INCURRED, THEY WOULD BE RECOGNIZED AS OPERATING EXPENSES. BASED ON THE RESULTS OF MANAGEMENT'S EVALUATION, NO LIABILITY IS RECOGNIZED IN THE ACCOMPANYING BALANCE SHEET FOR UNRECOGNIZED INCOME TAX POSITIONS. FURTHER, NO INTEREST OR PENALTIES HAVE BEEN ACCRUED OR CHARGED TO EXPENSE AS OF JUNE 30, 2014 AND 2013 OR FOR THE YEARS THEN ENDED. THE CORPORATION'S TAX RETURNS ARE SUBJECT TO POSSIBLE EXAMINATION BY THE TAXING AUTHORITIES. FOR FEDERAL INCOME TAX PURPOSES, THE TAX RETURNS ESSENTIALLY REMAIN OPEN FOR POSSIBLE EXAMINATION FOR A PERIOD OF THREE YEARS AFTER THE RESPECTIVE FILING DEADLINES OF THOSE RETURNS. false true false false false false false false false KURT STUENKEL PRESIDENT 617023 410224 44572 20650 1092469 RICHARD T SHEERIN CFO 335287 3251 33597 14436 386571 SCHEDULE J, PAGE 1, PART I, LINE 3 NONE OF THE INDIVIDUAL BOARD MEMBERS OR OFFICERS ARE COMPENSATED BY THE FILING ORGANIZATION AND THE ORGANIZATION MUST RELY ON THE METHODS EMPLOYED BY THE RELATED ORGANIZATION, FHMI, TO DETERMINE REASONABLE COMPENSATION FOR THE INDIVIDUALS. SCHEDULE J, PAGE 1, PART I, LINE 4 KURT STUENKEL 0 400,449 0 SCHEDULE J, PART III MR. STUENKEL AND MR. SHEERIN ARE COMPENSATED BY FLOYD HEALTHCARE MANAGEMENT, INC. (EIN: 58-1973570) FOR SERVICES AS THE CEO AND CFO, RESPECTIVELY, OF FLOYD HEALTHCARE MANAGEMENT, INC. THEY RECEIVE NO COMPENSATION FROM THE FILING ORGANIZATION. THE CEO PARTICIPATES IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) WHICH IS FUNDED ANNUALLY IN AN AMOUNT WHICH, WHEN ADDED TO OTHER SOURCES OF RETIREMENT INCOME, WILL AFFORD A RETIREMENT INCOME AT A TARGETED PERCENTAGE OF PRE-RETIREMENT COMPENSATION. THE SERP IS A NON-QUALIFIED RETIREMENT PLAN, AND AS SUCH THE ANNUAL FUNDING PAYMENTS PAID INTO IT ARE TAXABLE TO THE PARTICIPANT IN THE YEAR IN WHICH MADE. EFFECTIVE WITH CALENDAR YEAR 2009, MR. STUENKEL'S SERP IS A CASH-BASED PROGRAM. ADDITIONALLY, OF THE 1,027,247 LISTED AS W-2 COMPENSATION FOR MR. KURT STUENKEL ON PART VII SECTION A COLUMN (D), 400,449 REPRESENTS THE NONQUALIFIED SERP PLAN. ACCORDINGLY, MR. STUENKEL'S SALARY FOR 2013 WOULD HAVE BEEN 626,798 EXCLUDING THE 2013 SERP PLAN AMOUNT. FORM 990 - ORGANIZATION'S MISSION PRIMARY INITIAL ACTIVITY OF THE CORPORATION SHALL BE TO PROVIDE MANAGEMENT SERVICES AND MANAGEMENT DIRECTION TO AND FOR THE BENEFIT OF THE LICENSED OPERATOR OF THE HOSPITAL COMMENCING APRIL 1, 2012. IT IS ANTICIPATED THAT EVENTUALLY THE CORPORATION WILL BECOME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, A 501(C)(3) ORGANIZATION, LOCATED IN CEDARTOWN, GA. PMC IS A 25-BED CRITICAL ACCESS HOSPITAL PROVIDING CARE TO THE COMMUNITY REGARDLESS OF THE ABILITY TO PAY. FORM 990, PAGE 6, PART VI, LINE 6 FLOYD HEALTHCARE MANAGEMENT, INC. (FHMI), A RELATED ORGANIZATION, HAS THE POWER TO APPOINT EIGHT OF THE NINE MEMBER GOVERNING BODY WHILE THE PRESIDENT/CEO OF FHMI IS THE FINAL MEMBER OF THE BOARD. FORM 990, PAGE 6, PART VI, LINE 7A FLOYD HEALTHCARE MANAGEMENT, INC. (FHMI), A RELATED ORGANIZATION, HAS THE POWER TO APPOINT EIGHT OF THE NINE MEMBER GOVERNING BODY WHILE THE PRESIDENT/CEO OF FHMI IS THE FINAL MEMBER OF THE BOARD. FORM 990, PAGE 6, PART VI, LINE 7B PRIOR APPROVAL OF FHMI IS REQUIRED FOR ANY OF THE FOLLOWING ACTIONS: DISSOLUTION; SALE, MERGER OR DISPOSITION; ADOPTION OF CAPITAL OR OPERATING BUDGETS; SELECT OR REMOVE THE ADMINISTRATOR; INCUR INDEBTEDNESS IN EXCESS OF 1,000,000; TAKE ANY ACTION ON THE LEASE OR CONTRACT BETWEEN THE CORPORATION AND CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY; AMEND THE CORPORATE ARTICLES OF INCORPORATION OR BYLAWS. FORM 990, PAGE 6, PART VI, LINE 11B THE ORGANIZATION'S CEO, CFO, CONTROLLER, LEGAL COUNSEL AND EMPLOYEES OF FHMI REVIEW THE FORM 990 FOR FINANCIAL AND DISCLOSURE ACCURACY. PRIOR TO ITS FILING, A COPY OF THE ORGANIZATION'S 990 RETURN IS POSTED ON THE BOARD OF DIRECTORS' SECURE WEBSITE FOR THEIR REVIEW. MANAGEMENT WILL SEND AN EMAIL NOTIFYING MEMBERS OF ITS POSTING. FORM 990, PAGE 6, PART VI, LINE 12C POLK MEDICAL CENTER, INC. (PMCI) HAS A WRITTEN POLICY RESPECTING CONFLICTS OF INTEREST AND DISCLOSURE OF SAME. GENERALLY SPEAKING, THE POLICY REQUIRES ANY "COVERED PERSON" WHO BELIEVES HE/SHE HAS A CONFLICT OF INTEREST TO: -DISCLOSE THE EXISTENCE AND NATURE OF THE CONFLICT OF INTEREST (INCLUDING ALL FACTS KNOWN RESPECTING THE SUBJECT MATTER) TO THE CHAIRMAN OF THE BOARD; -PLAY NO PART, DIRECTLY OR INDIRECTLY, IN THE DELIBERATION OR VOTE OF THE BOARD OF DIRECTORS WITH RESPECT TO THE DETERMINATION OF WHETHER A CONFLICT OF INTEREST EXISTS; AND -ABSENT HIMSELF/HERSELF FROM THAT PORTION OF THE MEETING AT WHICH THE CONFLICT OF INTEREST IS DISCUSSED. THE DEFINITION OF A "COVERED PERSON" INCLUDES ALL BOARD MEMBERS, OFFICERS AND MEMBERS OF SENIOR MANAGEMENT OF FHMI. WHEN A COVERED PERSON DISCLOSES A POTENTIAL CONFLICT OF INTEREST TO THE BOARD CHAIRMAN, THE CHAIRMAN IS OBLIGED TO BRING THE MATTER TO THE ATTENTION OF THE FULL BOARD. THE BOARD DETERMINES WHETHER A CONFLICT OF INTEREST ACTUALLY EXISTS. IF THE BOARD DETERMINES THAT THERE IS A CONFLICT OF INTEREST, THE TRANSACTION OR MATTER GIVING RISE TO THE CONFLICT OF INTEREST MAY NOT PROCEED UNLESS THE BOARD DETERMINES, BY A MAJORITY VOTE, THAT, DESPITE THE CONFLICT OF INTEREST, THE TRANSACTION/MATTER IS NEVERTHELESS IN THE CORPORATION'S BEST INTEREST AND IS FAIR AND REASONABLE TO THE CORPORATION. IN ADDITION TO THE REQUIREMENT THAT A COVERED PERSON DISCLOSE A POTENTIAL CONFLICT OF INTEREST AT THE TIME IT ARISES, EACH COVERED PERSON IS ALSO REQUIRED TO SUBMIT, ON AN ANNUAL BASIS, A `CONFLICT AND DISCLOSURE OF INTEREST QUESTIONNAIRE'. THIS MULTI-QUESTION DOCUMENT SERVES AS A REMINDER AND PROMPTS EACH COVERED PERSON TO PONDER THOSE AREAS AND SITUATIONS WHERE A POTENTIAL CONFLICT MIGHT EXIST. ADDITIONALLY, ANY PROPOSED TRANSACTION AT PMCI WHICH INVOLVES AN "INSIDER" (I.E., A BOARD MEMBER, OFFICER, MANAGER, ETC.) IS SCRUTINIZED, WITH THE ASSISTANCE OF CORPORATE LEGAL COUNSEL, FROM THE STANDPOINT OF WHETHER THE TRANSACTION WILL RESULT IN ANY EXCESS BENEFIT TO THE INSIDER. TYPICALLY THIS INVOLVES OBTAINING APPROPRIATE DATA REGARDING COMPARABILITY WHICH IS PROVIDED TO THE BOARD FOR ITS USE IN DETERMINING THAT THE CONSIDERATION BEING PAID TO THE INSIDER AS A PART OF THE TRANSACTION IS REASONABLE AND DOES NOT EXCEED THE VALUE OF THE BENEFIT RECEIVED BY PMCI. FORM 990, PAGE 6, PART VI, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC WHEN THE REQUEST IS MADE AT THE ADMINISTRATIVE OFFICE OF THE FILING CORPORATION. FORM 990, PAGE 7, PART VII AFFILIATIONS AND COMMITMENTS: THE CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY (POLK AUTHORITY) IS A HOSPITAL AUTHORITY CREATED AND ORGANIZED UNDER THE GEORGIA HOSPITAL AUTHORITIES LAW. IT IS THE OWNER OF POLK MEDICAL CENTER, A 25-BED, CRITICAL ACCESS HOSPITAL LOCATED IN CEDARTOWN, GA. THE POLK AUTHORITY CONSISTS OF A SELF- PERPETUATING SEVEN-PERSON BOARD, ALL OF WHOM ARE POLK COUNTY RESIDENTS. IN 2011 THE POLK AUTHORITY SOLICITED PROPOSALS RESPECTING THE LEASE AND OPERATION OF POLK MEDICAL CENTER. FLOYD HEALTHCARE MANAGEMENT INC. (FHMI) AND THE HOSPITAL AUTHORITY OF FLOYD COUNTY (HAFC) JOINTLY RESPONDED TO THE REQUEST FOR PROPOSALS BY SUBMITTING A PROPOSAL UNDER WHICH THE FOLLOWING TRANSACTIONS AND UNDERTAKINGS WOULD OCCUR: (L) HAFC WOULD LEASE POLK MEDICAL CENTER FROM THE POLK AUTHORITY AND OPERATE IT FOR A PERIOD OF UP TO FIVE YEARS; (2) FHMI WOULD CREATE A NON-PROFIT CORPORATION TO BE CALLED POLK MEDICAL CENTER INC., (PMCI), WHICH WOULD HAVE A BOARD OF DIRECTORS COMPRISED OF NINE PERSONS APPOINTED BY FHMI, THREE OF WHOM WOULD BE RESIDENTS OF FLOYD COUNTY AND SIX OF WHOM WOULD BE RESIDENTS OF POLK COUNTY; (3) PMCI WOULD BE ENGAGED BY HAFC TO MANAGE THE DAY-TO-DAY OPERATION OF POLK MEDICAL CENTER DURING THE TERM OF THE AFORESAID FIVE-YEAR LEASE; (4) PMCI AND FHMI WOULD UNDERTAKE TO CONSTRUCT A NEW, 25-BED REPLACEMENT HOSPITAL ON LAND ALREADY OWNED BY THE POLK AUTHORITY ON THE OUTSKIRTS OF CEDARTOWN, WITH CONSTRUCTION TO BE COMPLETED WITHIN FIVE YEARS; AND (5) UPON COMPLETION OF CONSTRUCTION, THE FIVE-YEAR LEASE WOULD TERMINATE AND OWNERSHIP OF THE NEW HOSPITAL WOULD RESIDE IN THE POLK AUTHORITY, WHICH WOULD IN TURN LEASE IT TO PMCI FOR A PERIOD OF 35 YEARS. THE FOREGOING PROPOSAL WAS ACCEPTED BY THE POLK AUTHORITY, AND IN LATE 2011, AGREEMENTS BY AND AMONG FHMI, PMCI, HAFC, AND THE POLK AUTHORITY WERE EXECUTED, INCLUDING THE FIVE-YEAR LEASE AGREEMENT AND A HOSPITAL CONSTRUCTION AGREEMENT. ON APRIL 1, 2012 THE FIVE-YEAR LEASE AGREEMENT COMMENCED AT WHICH TIME HAFC BECAME THE LICENSED OPERATOR OF POLK MEDICAL CENTER, WITH THE NEWLY CREATED PMCI ENGAGED TO PROVIDE DAY-TO-DAY MANAGEMENT OF THE HOSPITAL'S OPERATION. FHMI IS A NOT-FOR-PROFIT CORPORATION CREATED IN 1991 BY HAFC. FROM NOVEMBER 26, 1991, THROUGH DECEMBER 31, 1997, FHMI MANAGED AND SUPERVISED FLOYD MEDICAL CENTER AND ALL OTHER FACILITIES, PROJECTS AND PROGRAMS OF HAFC PURSUANT TO A MANAGEMENT AGREEMENT. EFFECTIVE JANUARY 1, 1998, THE AFORESAID MANAGEMENT AGREEMENT WAS CONVERTED TO A LEASE AGREEMENT UNDER WHICH ALL FACILITIES, PROJECTS AND PROGRAMS OF HAFC WERE LEASED TO FHMI. AT THAT TIME, FHMI BECAME THE LICENSED OPERATOR OF ALL SUCH FACILITIES, PROJECTS AND PROGRAMS. FHMI IS GOVERNED BY AN EIGHTEEN MEMBER BOARD OF DIRECTORS, THREE OF WHOM MUST BE MEMBERS OF HAFC. ADDITIONALLY, FHMI HAS CONTRACTUALLY COMMITTED THAT AT LEAST TWO OF ITS DIRECTORS WILL BE FLOYD COUNTY COMMISSIONERS AND TWO OF ITS DIRECTORS WILL BE CEDARTOWN-POLK COUNTY HOSPITAL AUTHORITY MEMBERS. FLOYD HEALTHCARE MANAGEMENT INC 304 TURNER MCCALL BLVD ROME GA 301620233 581973570 ACUTE CARE GA 501C3 3 NA false HOSPITAL AUTHORITY OF FLOYD COUNTY 304 TURNER MCCALL BLVD ROME GA 301620233 586001173 HEALTHCARE GA 501C3 3 NA false HOSP AUTH OF FLOYD CO SELF INS TRST 304 TURNER MCCALL BLVD ROME GA 301620233 586140617 TRUST GA 501C4 FHMI FLOYD HEALTHCARE MANAGEMENT INC false false false false false true false false false false false false true true true true false false false false