2017-11-15T06:49:29-06:00 2016-12-31 560747981 DIXON HUGHES GOODMAN LLP 500 RIDGEFIELD COURT ASHEVILLE NC 28806 990 2016-01-01 262559916 AUGUSTA MEDICAL GROUP AUGU 5409324685 PO BOX 1000 FISHERSVILLE VA 22939 KAREN CLARK PRESIDENT 5409324685 2017-11-15 1 Amy Bibby P00445891 8282542254 12.25.12.224 2017-11-15 06:42:22 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 ADBFC64F84809A3D359AE279AE52D225AAF16287 2016 2021-01-29 14:40:06Z KAREN CLARK PO BOX 1000 FISHERSVILLE VA 22939 31019164 0 X WWW.AUGUSTAHEALTH.COM X 2008 VA COMMUNITY PHYSICIAN PRACTICES OFFERING SERVICES IN SUPPORT OF AUGUSTA HEALTH CARE, INC. 10 4 327 0 240 0 0 0 26791241 31019154 -48142 -2012 168 10 26743267 31017152 0 0 0 0 31946047 34123182 0 0 0 12199581 14047466 44145628 48170648 -17402361 -17153496 4060905 4301617 76202916 93597124 -72142011 -89295507 TO PROMOTE THE HEALTH AND WELL-BEING OF OUR COMMUNITY THROUGH ACCESS TO EXCELLENT HEALTHCARE. 0 0 44819095 31018914 AUGUSTA MEDICAL GROUP IS A VIRGINIA NONSTOCK CORPORATION THAT IS ORGANIZED AND OPERATED TO SUPPORT THE CHARITABLE PURPOSES OF AUGUSTA HEALTH CARE, INC. PLEASE SEE THE CONTINUATION OF OUR PROGRAM SERVICE ACCOMPLISHMENTS ON SCHEDULE O. 44819095 1 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 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 327 1 0 0 0 0 0 0 0 0 0 0 X 10 4 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 X X SARAH HASH-RODGERS 5403324685 PO BOX 388 FISHERSVILLE VA 22939 Charles Andersen MD Chairman 1.00 1.00 X X 0 0 0 Mary N Mannix CEO/VICE CHAIR 1.00 39.00 X X 0 703362 110740 Robert Riley CFO (through Oct) 1.00 39.00 X X 0 397318 13295 Jim Gravell Interim CFO (from Nov) 1.00 39.00 X X 0 0 0 Nelly Maybee MD BOARD MEMBER 40.00 X 238959 0 14878 Rich Evans MD BOARD MEMBER 1.00 X 0 0 0 David Krieger DO BOARD MEMBER 40.00 X 235780 0 7050 Shelley Snodgrass MD BOARD MEMBER 40.00 X 255018 0 11825 Joan Stalzer MD BOARD MEMBER 40.00 X 267492 0 14364 Martin Lightsey BOARD MEMBER 1.00 1.00 X 0 0 0 A Whit Morriss MD BOARD MEMBER 1.00 1.00 X 0 0 0 Karen Clark President, AMG 40.00 X 346420 0 37006 Scott Just MD VP/CMO, AMG 40.00 X 334587 0 50842 Glenn M Brammer MD physician 40.00 X 718951 0 14364 Matthew Pollard MD physician 40.00 X 641967 0 20154 Rodney C Graber MD physician 40.00 X 628733 0 14364 Allan Hardy MD physician 40.00 X 609587 0 12727 Kenneth Sternbeg MD physician 40.00 X 525210 0 13295 4802704 1100680 334904 90 0 1 0 All Star Recruiting 4400 West Sample Rd Ste 250 Cocont Creek FL 33073 Locum Physicians 3515454 Weatherby Locums Inc PO Box 972633 Dallas TX 75397 Locum Physicians 1086269 Shenandoah Valley Neurological Suite 206 70 Medical Center Circle Fishersville VA 22939 Neurology Physicians 866631 Jackson & Coker Locum Tenens LLC PO Box 277638 Atlanta GA 30384 Locum Physicians 771301 SYNERGY SUGICALISTS INC 678 SIMMONS LANE BOZEMAN MT 59715 CONTRACTED PHYSICIANS 420000 12 NET PATIENT SERVICE REVENUE 621400 25807205 25807205 PHYSICIAN FEES: SUBSIDY FROM AFFI 900099 5009186 5009186 MISCELLANEOUS PATIENT REVENUE 900099 107267 107267 EHR REIMBURSEMENT PAYMENT 900099 95256 95256 SPA REVENUE 621400 240 240 31019154 2012 -2012 -2012 -2012 MISCELLANEOUS REVENUE 900099 10 10 10 31017152 31018914 240 -2002 X 1042392 361385 681007 28609493 27090086 1519407 577499 534644 42855 2280515 2111282 169233 1613283 1493564 119719 9172731 8620731 552000 727132 463084 264048 881833 881773 60 49222 45998 3224 291111 291111 102620 102620 735519 735519 BAD DEBTS 1464197 1464197 Medical Supplies 623101 623101 48170648 44819095 3351553 0 1476178 2216439 1823756 1405809 43055 51389 22115 21812 1810615 1204447 695801 606168 4060905 4301617 2851369 3692814 73351547 89904310 76202916 93597124 X -72142011 -89295507 -72142011 -89295507 4060905 4301617 -17153496 0 X X 0 1 X 1 0 X 19293433 21446055 25625873 26547535 31018914 123931810 19293433 21446055 25625873 26547535 31018914 123931810 0 0 0 123931810 68334 -23034 45300 19361767 21423021 25625873 26547535 31018914 123977110 0.99960 0.99950 0.00000 0.00010 X 1810615 1204447 606168 606168 DUE TO AFFILIATES 89904310 89904310 X Part X, Line 2: THE HOSPITAL, MEDICAL GROUP, AND FOUNDATION ARE EXEMPT FROM FEDERAL AND STATE INCOME TAXES ON INCOME DERIVED FROM ITS EXEMPT PURPOSE AS A NONPROFIT ORGANIZATION UNDER THE PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, ACCORDINGLY, THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS DO NOT REFLECT A PROVISION OR LIABILITY FOR FEDERAL AND STATE INCOME TAX. THE COMPANY HAS DETERMINED THAT IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS AS OF DECEMBER 31, 2016. X X X X X 1 1 0 0 0 1 1 0 0 Mary N Mannix CEO/VICE CHAIR 0 555471 0 130391 0 17500 0 101776 0 8964 0 814102 0 147891 Robert Riley CFO (through Oct) 0 287137 0 51912 0 58269 0 7950 0 5345 0 410613 0 69892 Nelly Maybee MD BOARD MEMBER 238959 0 0 0 0 0 5040 0 9838 0 253837 0 0 0 David Krieger DO BOARD MEMBER 235780 0 0 0 0 0 7050 0 0 0 242830 0 0 0 Shelley Snodgrass MD BOARD MEMBER 255018 0 0 0 0 0 5411 0 6414 0 266843 0 0 0 Joan Stalzer MD BOARD MEMBER 267492 0 0 0 0 0 7950 0 6414 0 281856 0 0 0 Karen Clark President, AMG 270351 0 41539 0 34530 0 34456 0 2550 0 383426 0 59638 0 Scott Just MD VP/CMO, AMG 297840 0 36747 0 0 0 38502 0 12340 0 385429 0 36747 0 Glenn M Brammer MD physician 718951 0 0 0 0 0 7950 0 6414 0 733315 0 0 0 Matthew Pollard MD physician 641967 0 0 0 0 0 7950 0 12204 0 662121 0 0 0 Rodney C Graber MD physician 628733 0 0 0 0 0 7950 0 6414 0 643097 0 0 0 Allan Hardy MD physician 609587 0 0 0 0 0 7950 0 4777 0 622314 0 0 0 Kenneth Sternbeg MD physician 525210 0 0 0 0 0 7950 0 5345 0 538505 0 0 0 Part I, Lines 4a-b ROBERT RILEY RECEIVED A SEVERANCE PAYMENT OF $40,289. THE FOLLOWING INDIVIDUALS RECEIVED PAYMENT FROM A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. THE AMOUNTS ARE REPRESENTED IN PART II, COLUMN (C): KAREN CLARK: $16,430 Part I, Line 6 The executives are required to set annual performance goals that align with the organizations commitment to performace excellence. The goals were established with the focus on the following six areas: quality, service, people , community, growth, and finance. Each goal was required to have measurable outcomes and was reviewed and approved by the executive committee of the board to ensure that it supported the organizations quest for service and opperational excellence. While net earings were a consideration in the area of finance, the goals were also centered around quality, service, people, community, and growth. Each executive's goals were weighted across the pillar goals based on their area of responsibility. When awarding the compensations, the executive commitee of the Augusta Health Board reviewed the year end accomplishments of the executives and awarded incentive compensation based on his/her actual performance as compared to the established performance benchmarks. Form 990, Part VI, Section A, line 1 THE EXECUTIVE COMMITTEE OF THE BOARD SHALL CONSIST OF THREE DIRECTORS, WHICH SHALL INCLUDE THE CHAIR OF THE BOARD, THE CEO OF AHC, AND ONE OTHER MEMBER OF THE BOARD, WHO MUST ALSO BE A MEMBER OF THE AHC BOARD AND BE APPROVED BY THE AHC BOARD (THE "AHC BOARD MEMBER"). THE CHAIR OF THE BOARD SHALL ACT AS THE CHAIR OF THE EXECUTIVE COMMITTEE. IN THE EVENT OF A CONFLICT OR UNAVAILABILITY OF THE AHC BOARD MEMBER FOR A PARTICULAR EXECUTIVE COMMITTEE MEETING, THE CHAIR OF THE BOARD MAY APPOINT ANOTHER MEMBER OF THE BOARD TO THE EXECUTIVE COMMITTEE FOR SUCH MEETING, PROVIDED THAT SUCH INDIVIDUAL MUST BE WITHOUT PERSONAL OR FINANCIAL INTEREST IN THE PARTICULAR ISSUES TO BE DISCUSSED IN SUCH EXECUTIVE COMMITTEE MEETING, WHICH WOULD AMOUNT TO A CONFLICT OF INTEREST. THE EXECUTIVE COMMITTEE MAY EXERCISE THE AUTHORITY OF THE BOARD AND SHALL HAVE POWER TO TRANSACT ALL BUSINESS OF THE BOARD AND THE MANAGEMENT OF THE CORPORATION DURING THE PERIOD BETWEEN MEETINGS OF THE BOARD, SUBJECT TO THE LIMITATIONS SET FORTH IN THESE BYLAWS. Form 990, Part VI, Section A, line 3 THE ORGANIZATION DELEGATES CFO DUTIES TO WARBIRD. THE MANAGEMENT COMPANY PROVIDES JIM GRAVEL AS AN INTERIM CFO. THE ORGANIZATION PAID WARBIRD $130,617 FOR SERVICES. Form 990, Part VI, Section A, line 6 AUGUSTA HEALTH CARE, INC. (AHC) IS THE SOLE MEMBER OF THE ORGANIZATION. Form 990, Part VI, Section A, line 7a THE CORPORATION'S BOARD OF DIRECTORS SHALL BE ELECTED BY THE AHC BOARD OF DIRECTORS TO TERMS OF ONE YEAR EACH MEMBER. Form 990, Part VI, Section A, line 7b THE BOARD OF AHC HAS THE EXCLUSIVE POWER TO APPROVE: (1) OPERATING, RESEARCH AND EDUCATION, BUDGET, AND CAPITAL EXPENDITURES, (2) COMPENSATION OF PHYSICIANS, (3) INCURRENCE OF DEBT, INCLUDING LEASES OR LINES OF CREDIT, (4) THE SALE, LEASE, EXCHANGE, MORTGAGE, ENCUMBRANCE, OR OTHER DISPOSITION OF ASSETS OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, (5) ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS, (6) REMOVAL OF THE MEMBERS OF THE BOARD OF DIRECTORS, WITH OR WITHOUT CAUSE, (7) ELECTION OF THE EXECUTIVE DIRECTOR, (8) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION AND/OR BYLAWS, (9) MERGERS, DISSOLUTIONS, AND MAJOR CORPORATE TRANSACTIONS DEFINED IN THE BYLAWS, (10) THE ESTABLISHMENT OF POLICIES IN CONNECTION WITH MAJOR POLICY ISSUES WHICH THE CORPORATION MUST ADOPT AND FOLLOW, AND (11) SUPPORTING ANY ORGANIZATION DEEMED BY THE PRESIDENT OF AHC TO BE A COMPETITOR OF AHC OR ANY OF ITS OPERATING DIVISIONS. Form 990, Part VI, Section B, line 11b THE RETURN WAS PREPARED BY AN INDEPENDENT ACCOUNTANT WITH ASSISTANCE AND OVERSIGHT BY MANAGEMENT OF AUGUSTA HEALTH CARE INC. THE CFO AND CORPORATE CONTROLLER OF AUGUSTA HEALTH REVIEWED THE 990 DRAFT. REQUESTED CHANGES AND CORRECTIONS WERE ADDRESSED BY THE TAX PREPARER. THE FINAL DRAFT OF THE RETURN WAS POSTED ON THE ORGANIZATION'S INTERNAL WEBSITE WITH ACCESS RESTRICTED TO THE BOARD. ALL QUESTIONS AS A RESULT OF THIS POSTING WERE RESOLVED AND ANSWERED TIMELY. Form 990, Part VI, Section B, line 12c THE GOVERNANCE COMMITTEE OF AUGUSTA HEALTH CARE, INC. IS CHARGED WITH REVIEWING THE CONFLICT OF INTEREST STATEMENTS EACH YEAR. THE REVIEW IS CONDUCTED IN APRIL AFTER THE ANNUAL BOARD MEETING AND IS ADDITIONALLY REVIEWED AS CHANGES OCCUR IN CIRCUMSTANCES AND IS CONSIDERED IN MANAGEMENT'S GOVERNANCE DECISION MAKING. CONFLICTS OF INTEREST ARE REVIEWED AS A MATTER OF BUSINESS AT EVERY BOARD AND COMMITTEE MEETING. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF THE COMMITTEES WITH BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. THOSE FOUND TO BE IN A CONFLICT OF INTEREST MUST ABSTAIN FROM VOTING AND MAY BE ASKED TO LEAVE THE MEETING DEPENDING ON THE TOPIC AND THEIR DEGREE OF CONFLICT. Form 990, Part VI, Section B, line 15a Executive compensation program is administered by the Executive Committee of the Board, based on a compensation philosophy approved by the Board at large. Qualified third party consultants are engaged to provide appropriate market comparability, survey data, and to assist the committee with reviews. The base salary benchmarks are targeted at the 50th percentile with flexibility to pay above or below the 50th percentile using salary ranges with a 50% range spread to recognize an incumbent's individual experience, skill, performance, or other relevant recruitment or retention factors. Incentive opportunities are established at levels that when combined with salaries positioned at the 50th percentile, are sufficient to provide total cash compensation that targets up to the approximately market 75th percentile of total cash compensation levels. Total compensation shall not exceed the 90th percentile for any individual without full board approval and documentation of the Board's reasons for such compensation. The Board of Directors receives a full report from the Executive Committee on the full compensation program at Augusta Health in an executive session of the Board. Conflicted members are excused from the meeting. Material covered includes the design of the compensation program, as well as a disclosure on range of base salaries, market benchmark data, and earned incentive compensation levels. Additionally, prerequisites such as the senior executive retirement plan (SERP) program and other related benefits are periodically reviewed with the Board. For those members who are not present for this annual report and remain free of conflict of interest, the chairman of the board presents the same material in a separate session. Form 990, Part VI, Section C, line 18 PHOTOCOPIES OF THE FORM 990 ARE AVAILABLE UPON REQUEST AT THE ORGANIZATION'S ACCOUNTING OFFICE. IN ADDITION, RECENT FILINGS OF THE FORM 990 ARE AVAILABLE ONLINE AT WWW.GUIDESTAR.ORG. Form 990, Part VI, Section C, line 19 COPIES OF THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST AT THE ORGANIZATION'S ACCOUNTING OFFICE. PLEASE DIRECT ALL REQUESTS TO: AUGUSTA HEALTH CARE, INC. ACCOUNTING DEPARTMENT P.O. BOX 388 FISHERSVILLE, VA 22939-1000 Form 990, Part IX, line 11g PURCHASED SERVICES: Program service expenses 246,905. Management and general expenses 71,023. Fundraising expenses 0. Total expenses 317,928. PHYSICIAN FEES: Program service expenses 8,287,418. Management and general expenses 0. Fundraising expenses 0. Total expenses 8,287,418. OTHER FEES: Program service expenses 86,408. Management and general expenses 480,977. Fundraising expenses 0. Total expenses 567,385. FORM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. FORM 990, PART III, LINE 4A AUGUSTA MEDICAL GROUP ("AMG") IS ORGANIZED AND OPERATED IN MANNER THAT SUPPORTS AUGUSTA HEALTH CARE'S ("AHC") CHARITABLE PURPOSES THROUGH THE OWNERSHIP AND OPERATION OF A COMMUNITY PHYSICIAN DEVELOPMENT SERVICE. THIS SERVICE PROVIDES A MEANS TO ENABLE AHC TO: (I) RECRUIT AND EMPLOY A STABLE BASE OF PHYSICIANS TO SUPPORT THE LEVEL OF MEDICAL CARE PROVIDED THROUGH AHC; (II) RECRUIT AND EMPLOY PHYSICIANS IN A BROAD ARRAY OF SPECIALTIES TO ENHANCE THE OVERALL LEVEL OF SPECIALIZED CARE AVAILABLE WITHIN THE GREATER AUGUSTA COUNTY, VIRGINIA COMMUNITY; (III) CREATE A VEHICLE FOR FUTURE COLLABORATION BETWEEN THE HOSPITAL AND ITS MEDICAL STAFF; AND (IV) STABILIZE THE PROVISION OF PRIMARY CARE THROUGH EXISTING PHYSICIAN PRACTICES IN THE GREATER AUGUSTA COUNTY, VIRGINIA AREA. DEVELOPING THIS PHYSICIAN BASE THROUGH PHYSICIAN RECRUITMENT EFFORTS, PHYSICIAN AFFILIATIONS AND/OR EMPLOYMENT AGREEMENTS, AMG HELPS AHC PROVIDE THE COMMUNITY AN ADEQUATE NUMBER OF QUALIFIED PHYSICIANS PRACTICING IN HOSPITAL-BASED SPECIALTIES. AMG ALSO OWNS AND OPERATES PHYSICIAN PRACTICES AND PROVIDES OTHER HEALTHCARE RELATED OUTPATIENT SERVICES IN THE COMMUNITY SERVED BY AUGUSTA HEALTH. AS WITH AHC, AMG ENSURES THAT PATIENTS ARE TREATED FOR MEDICALLY NECESSARY CONDITIONS REGARDLESS OF RACE, RELIGION, ETHNICITY OR ABILITY TO PAY, IN A MANNER CONSISTENT WITH AHC'S CHARITY CARE PROGRAM. IN RECOGNIZING THAT NOT ALL INDIVIDUALS POSSESS THE ABILITY TO PURCHASE ESSENTIAL MEDICAL SERVICES, AMG DOES NOT PURSUE COLLECTION OF AMOUNTS DETERMINED TO QUALIFY AS CHARITY CARE. Focus on quality of care for patients: The physicians of Augusta Medical Group initiated and continue to provide support to the organization's Medical Home clinic and the Palliative Care program. These programs provide resources to enhance a patient's continuum of care with the goal of improving the patient's quality of life by providing additional access to post-acute health care services related to chronic disease management. This intensive use of resources in the outpatient setting reduces the utilization of emergent and/or inpatient services. Physician education: Augusta Medical Group physicians participate as preceptors for 3rd and 4th year medical students in cooperation with the Edward Via College of Osteopathic Medicine (VCOM) and Augusta Health Care Inc. ("the hospital"). The purpose of the affiliation is to promote quality undergraduate medical education and to increase and improve the healthcare workforce. It is the hope of the hospital and the Augusta Medical Group physicians that these medical students will gain experience working in a rural healthcare setting and hence decide to return to the community when entering the workforce. FORM 990, PART VII BOARD MEMBERS NELLY MAYBEE, DAVID KRIEGER, SHELLEY SNODGRASS, AND JOAN STALZER ARE PAID AS EMPLOYEES OF THE ORGANIZATION AND NOT COMPENSATED FOR BOARD MEMBER SERVICE. FORM 990, PART VI, LINE 1: THE ORGANIZATION DOES NOT HAVE A MAJORITY INDEPENDENT BOARD PER THE IRS'S DEFINITION OF AN INDEPENDENT BOARD MEMBER DUE TO COMPENSATION FROM RELATED ORGANIZATIONS; HOWEVER, AUGUSTA MEDICAL GROUP WAS FORMED TO SUPPLEMENT THE SERVICES OF ITS SOLE MEMBER, AUGUSTA HEALTH CARE, INC., AND THROUGH A SIGNIFICANT DEGREE OF MANAGEMENT, GOVERNANCE RESERVED POWERS, AND APPOINTMENT RIGHTS, THE SOLE MEMBER HAS EFFECTIVE OVERSIGHT OVER THE ORGANIZATION. THE BOARD OF AUGUSTA HEALTH CARE, INC. HAS AN INDEPENDENT MAJORITY. AUGUSTA HEALTH CARE INC PO BOX 1000 FISHERSVILLE VA 22939 541453954 HEALTHCARE VA 501(c)(3) Line 3 N/A 0 AHC COMMUNITY HEALTH FOUNDATION PO BOX 1000 FISHERSVILLE VA 22939 542042365 SUPPORTING ORGANIZATION VA 501(c)(3) Line 12a, I AUGUSTA HEALTH CARE INC 1 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 1 0 0 1