2012-11-13T17:22:48-06:00 2011-12-31 BKD LLP 220 W Main St Ste 1700 PO Box 1178 Louisville KY 402011178 990 2011-01-01 611352729 Jewish Physician Group Inc % RONALD FARR JEWI 5025403888 539 S 4TH STREET LOUISVILLE KY 40202 RONALD J FARR 2012-11-13 true Kim Scifres 5025810435 2011 2016-02-24 21:20:13Z Ronald Farr 200 Abraham Flexner Way Louisville KY 40202 109623456 false X N/A X 1999 KY JEWISH PHYSICIAN GROUP ("JPG") IS THE Physician component of an integrated healthcare delivery system. JPG provides medical care through physician services at clinic locations in Louisville, Kentucky 9 0 1165 0 66690 120819 19595 96843375 109577511 8615 85 136228 26265 97109037 109623456 0 0 0 0 93617982 96869912 0 0 0 36926802 44443054 130544784 141312966 -33435747 -31689510 14527544 18640810 122592108 158394884 -108064564 -139754074 X JEWISH PHYSICIAN GROUP ("JPG") IS THE PHYSICIAN COMPONENT OF AN INTEGRATED HEALTHCARE DELIVERY SYSTEM. JPG PROVIDES MEDICAL CARE THROUGH PHYSICIAN SERVICES AT CLINIC LOCATIONS IN LOUISVILLE, KENTUCKY AND SURROUNDING AREAS. JPG ATTENDED TO OVER 736,0000 OFFICE VISITS DURING 2011. false false 111133166 109521051 THE PRIMARY EXEMPT PURPOSE OF Jewish PHYSICIAN GROUP, Inc. ("JPG") IS TO PROVIDE QUALITY MEDICAL CARE THROUGH PHYSICIAN SERVICES AT CLINIC LOCATIONS IN THE LOUISVILLE, KENTUCKY AREA REGARDLESS OF ABILITY TO PAY. Jewish Physician Group, Inc. ("JPG") is the physician component of an integrated health delivery system in Louisville, Kentucky. JPG's sole corporate member is Jewish Hospital and St. Mary's HealthCare, Inc., JHSMH, a Kentucky nonprofit corporation that is exempt from federal income tax as an organization described under 501(c)(3) of the Internal Revenue Code classified as a hospital. JPG provides convenient, quality care and preventive health services. During 2011, JPG attended to over 736,000 office visits throughout Louisville and the surrounding areas. Some of the JPG offices are located in economically depressed areas allowing the practice to service a population unable to meet its financial obligation for payment of services and to make quality healthcare accessible in these areas. JPG provides a broad range of medical services at its clinics including practice areas as follows: *Cardiology *Neurology *Orthopaedics *Internal Medicine JPG provides medical services on a nondiscriminatory basis to all persons in the community able to pay the cost thereof either directly or through third-party reimbursement as well as to those enrolled in the Medicare and Medicaid programs. Additionally, JPG provides health care services to all individuals regardless of their ability to pay in accordance with JPG's charity care policy. Charges written off for Charity Care provided during 2011 totaled $659,220. During 2011, the following activities were provided by JPG in support of JHSMH's charitable mission: 1. JPG provides health fairs, health screenings and health education. 2. Jewish Hospital Diabetes Center (JHDC) opened in November 2007 to provide diabetes care for uninsured or underinsured individuals, primarily African Americans, living in the West End of Louisville, Kentucky. This population has a disproportionately high mortality rate from the disease and an increased prevalence of risk factors. The JHDC program includes the following components: Multidisciplinary diagnosis and treatment of diabetics Patient education and support for self-management of diabetes Education and training for health professionals about prevention, diagnosis, treatment and follow-up Free screenings and outreach activities at public and community events Community education for high-risk non-diabetics about risk factors for diabetes 111133166 true true false true false false false false false true false false true 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 false true 150 0 true 1165 true true true false false false false false false false false false X 9 0 false false false false true true true true true false false false true true true true true true true false KY X RONALD FARR 5025403888 200 ABRAHAM FLEXNER WAY LOUISVILLE KY 40202 X JAMES FITZPATRICK MD 55.0 X X 250970 0 14993 Jeffery Graves MD 55.0 X 413728 0 25647 Steve Self 55.0 X X 559207 0 29012 Steve Raible 55.0 X 488150 0 22559 CATHLEEN MORRIS MD 55.0 X X 169932 0 21879 MATTHEW OFFUTT 55.0 X 275404 0 25490 JAMES KETTERHAGEN 15.0 X X 0 378946 123187 JAMES PAROBEK 15.0 X X 0 143798 85384 VALERIE BRIONES-PRYOR 55.0 X X 252022 0 21470 KATHLEEN WOOD 55.0 X 157150 0 21870 Frank Bonnarens 55.0 X 795118 0 148132 Arthur Malkani 55.0 X 1095162 0 26609 Thomas Becherer 55.0 X 952911 0 29718 Edward Tillett 55.0 X 793554 0 19302 LARRY LESLIE 55.0 X 844968 0 25847 ERICA WILLIAMS MD 55.0 X 191862 0 22431 DEBBIE MOLNAR 0.0 X 0 364690 50758 7240138 887434 714288 212 true true false MD IT PO BOX 844797 DALLAS TX 75284 TRANSCRIPTION 200611 COGENT HEALTHCARE INC 2600 MICHELSON DR SUITE 1400 IRVINE CA 92612 MANAGEMENT FEES 680314 GE HEALTHCARE PO BOX 740801 ATLANTA GA 30374 CONTRACT SERVICES 462126 PARADIGM MANAGEMENT 1690 RING RD SUITE 200 ELIZABETHTOWN KY 42701 CONSULTING 241133 EBS MASTER LLC 3055 LEBANON RD NASHVILLE TN 37214 CONTRACT SERVICES 207409 8 19595 19595 PATIENT SERVICE REVENUE 621110 96944209 96944209 PHYSICIAN FEES 621990 11386800 11386800 MISCELLANEOUS 621990 1246502 1190042 56460 109577511 0 0 0 16035 16035 16035 16035 85 85 85 85 0 0 0 PHYSICIAN BILLING 561000 10230 10230 10230 109623456 109521051 66690 16120 0 0 0 0 2749482 2749482 0 80889103 75121508 5767595 5168529 4812115 356414 4046375 3767343 279032 4016423 3739456 276967 0 99032 99032 0 0 0 0 9222549 9222549 46025 38792 7233 1421972 1203733 218239 0 0 5617142 5340929 276213 127480 93034 34446 0 0 21595 8270 13325 0 1093511 970745 122766 2992935 1852099 1140836 BAD DEBT EXPENSE 5243210 5245585 -2375 MEDICAL SUPPLIES 3926927 3926927 CORPORATE FEE 12367528 12367528 OTHER EXPENSE 2263148 2263148 0 141312966 111133166 30179800 0 3212 4312 0 0 0 0 7731321 10968997 0 0 0 0 0 0 0 0 971672 741266 10551874 4571199 4967703 5980675 0 0 0 0 0 0 0 0 853636 945560 14527544 18640810 10289484 12433092 0 0 0 0 0 0 0 0 0 0 147376 126337 0 0 112155248 145835455 122592108 158394884 X -108064564 -139754074 0 0 0 0 -108064564 -139754074 14527544 18640810 -31689510 X false true true X false X 99601 283905 158891 120819 19595 682811 39574825 72384966 89335569 96909350 109587741 407792451 39674426 72668871 89494460 97030169 109607336 408475262 408475262 1500 21107 45505 70253 16035 154400 1500 21107 45505 70253 16035 154400 39675926 72689978 89539965 97100422 109623371 408629662 0.99962 0.99957 0.00038 0.00043 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false false false true false LOBBYING DUES Schedule C, Part II-B Line i Membership dues for Professional Medical Associations are paid for by Jewish Physician Group (JPG). A portion of these dues is for lobbying expenditures. JPG does not currently have a process to track this percentage, however, we estimate the amount to be minimal. 2757903 1024044 1733860 7793971 3547156 4246815 5980675 NON-PATIENT RECEIVABLES 10722 EXECUTIVE BENEFITS 934838 945560 0 SELF INSURANCE RESERVE 4167915 DUE TO JHSMH 140732702 ACCRUED PENSION EXPENSE 934838 145835455 109623456 141312966 -31689510 -31689510 109623456 109623456 109623456 141312966 141312966 141312966 INCOME TAXES SCH D, PART X, LINE 2 -------------------- MOST OF THE INCOME RECEIVED BY JHSMH AND CERTAIN AFFILIATES IS EXEMPT FROM TAXATION UNDER SECTION 501(A) OF THE INTERNAL REVENUE CODE. SOME OF ITS SUBSIDIARIES ARE TAXABLE ENTITIES, AND SOME OF THE INCOME RECEIVED BY OTHERWISE EXEMPT ENTITIES IS SUBJECT TO TAXATION AS UNRELATED BUSINESS INCOME. JHSMH FILES FEDERAL INCOME TAX RETURNS AS WELL AS INCOME TAX RETURNS IN KENTUCKY AND INDIANA. ASC 740, INCOME TAXES, CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES RECOGNIZED IN A COMPANY'S FINANCIAL STATEMENTS AND PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT ATTRIBUTE FOR THE FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. ASC 740 ALSO PROVIDES GUIDANCE ON DESCRIPTION, CLASSIFICATION, INTEREST AND PENALTIES, ACCOUNTING IN INTERIM PERIODS, DISCLOSURE, AND TRANSITION. NO AMOUNT HAS BEEN RECORDED RELATED TO ASC 740 AT EITHER DECEMBER 31, 2011 OR 2010. X X X X X X false true false false false true true true false KATHLEEN WOOD 155672 0 0 0 1478 0 9385 0 12485 0 179020 0 0 0 JAMES FITZPATRICK MD 233635 0 7518 0 9817 0 7235 0 7758 0 265963 0 0 0 ERICA WILLIAMS MD 163198 0 22486 0 6178 0 11484 0 10947 0 214293 0 0 0 DEBBIE MOLNAR 0 354782 0 0 0 9908 0 39792 0 10966 0 415448 0 0 Frank Bonnarens 793212 0 0 0 1906 0 134652 0 13480 0 943250 0 0 0 Arthur Malkani 948728 0 144528 0 1906 0 14700 0 11909 0 1121771 0 0 0 Thomas Becherer 878604 0 73078 0 1229 0 14700 0 15018 0 982629 0 0 0 Edward Tillett 714834 0 75158 0 3562 0 14700 0 4602 0 812856 0 0 0 Jeffery Graves MD 402985 0 0 0 10743 0 14700 0 10948 0 439376 0 0 0 Steve Self 486431 0 70870 0 1906 0 14700 0 14312 0 588219 0 0 0 Steve Raible 482682 0 0 0 5468 0 14700 0 7859 0 510709 0 0 0 CATHLEEN MORRIS MD 161402 0 7343 0 1187 0 10182 0 11697 0 191811 0 0 0 LARRY LESLIE 649629 0 194510 0 829 0 14700 0 11147 0 870815 0 0 0 MATTHEW OFFUTT 221762 0 52907 0 735 0 14543 0 10947 0 300894 0 0 0 JAMES KETTERHAGEN 0 376229 0 0 0 2717 0 85783 0 37404 0 502133 0 0 JAMES PAROBEK 0 140434 0 0 0 3364 0 81611 0 3773 0 229182 0 0 VALERIE BRIONES-PRYOR 237759 0 10000 0 4263 0 13611 0 7859 0 273492 0 0 0 NONQUALIFIED RETIREMENT PLAN SCH J, PART I, LINE 4B ------------------------- Increase in Actuarial Value of Nonqualified Retirement Plan: Debbie Molnar $20,192 Frank Bonnarens $119,952 James Parobek $77,861 James Ketterhagen $71,083 NOTE: These amounts represent the accrued benefit amount and are subject to risk of forfeiture. MANAGEMENT INCENTIVE PROGRAM SCH J, PART I, LINES 6A & 6B ------------------------- Katie Wood, James Ketterhagen, and Jim Parobek participated in a management incentive program provided by Jewish Hospital & St. Mary's Healthcare, Inc., a related 501(c)(3) corporation who is the sole member of Jewish Physician Group, Inc. Jewish Hospital & St. Mary's HealthCare, Inc. has management incentive plans for Corporate Officers, Senior Vice Presidents, Vice-Presidents and Directors. Annual payouts related to these incentive plans have two components: 1. 50% of the annual payout is based on net operating income targets. If these targets are not met, payouts are not made. 2. 50% of the annual payout is based on 3-5 strategic goals set by the individual and their leaders. These stretch goals are strategic in nature and are different than performance goals set by the individual. They are intended to drive the organization forward and usually involve large projects, process-improvements or system-wide initiatives. This component of the Management Incentive Plan is paid if goals are obtained. NON-FIXED PAYMENTS SCH J, PART I, LINE 7 ------------------------- Arthur Malkani, Thomas Becherer, Larry Leslie, Edward Tillett, Matthew Offutt, Steve Self, Cathleen Morris, James Fitzpatrick, and Erica Williams were paid productivity bonuses during 2011. See Schedule O disclosure regarding the process for determining compensation. BOARD MEMBER COMPENSATION REPORTED ON SCHEDULE J Form 990, Schedule J, Part II ------------------------- Compensation being reported for board members is related to the individual's position as a physician or employee of Jewish Physician Group or Jewish Hospital & St. Mary's Healthcare, Inc. MEMBERS OF THE ORGANIZATION FORM 990, PART VI, SECTION A, LINE 6 ------------------------- Jewish Physician Group, Inc. is a Kentucky Nonstock Corporation whose sole corporate member is Jewish Hosptial & St. Mary's HealthCare, Inc.- a related non-profit corporation. ELECTION OF MEMBERS OF THE GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 7A ------------------------- The amended and restated by-laws of the corporation state there shall be nine members of the Board of Directors. Two of those members shall be the Chief Medical Officer and the Chief Operating Officer of Jewish Hospital & St. Mary's HealthCare, Inc., JPG's sole Corporate Member. Additionally, the President and Chief Executive Officer of JPG, the Chairperson of the Board, and the Vice Chairperson of the Board are appointed by the Chief Executive Officer of JHSMH. APPROVAL OF DECISIONS OF THE GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 7B ------------------------- The following matters, if previously approved by the Board or any Committee of the Board, shall also require the prior approval of the Corporate Member to be effective: Approval of the annual operating and capital budgets of JPG; Approval of any financial expenditure which deviate from any line item of JPG's annual operating or capital budgets by more than $500,000; Approval of the sale, lease, mortgage, or other transfer or encumbrance of the real property of JPG; Approval of any sale, lease, mortgage or other transfer or encumbrance of the personal property and assets of JPG if the sum of any such transfers in any year exceeds $500,000; Approval of the merger, acquisition, consolidation, liquidation or dissolution of JPG; Approval of the adoption, approval and amendment of salaries and other compensation (including the award of any incentive compensation) and benefits and the other terms of employment (including compensation plans, formulas and philosophy) or engagement of the officers and employees, including physician employees of JPG, and physicians who are independent contractors for JPG; Approval of any borrowing or lending of money or the creation of indebtedness through the guaranty of another's debt or similar action; Approval of any giving, seeking or receiving and oversight of administration or use of grants and other contributions and gifts; Approval of the commencement or settlement of claims or litigation in excess of a threshold amount; Approval of the appointment and removal of directors of the board of JPG; Approval of the creation, ownership or acquisition of, or affiliation with, any other organization; Approval of the alteration, amendment or repeal of the Bylaws of JPG; Approval of the alteration, amendment or repeal of the Articles of Incorporation of JPG; Approval of the adoption or modification of any strategic plan, business plan, or mission plan of JPG; Approval of any material changes in the scope of services offered by JPG, including the range of physician specialties employed by or contracted by JPG; Approval of the addition of any new corporate members; and Approval of the adoption, modification or repeal of policies of JPG pertaining to charity care and nondiscrimination against Medicare and Medicaid patients. In addition to the rights reserved to the Corporate Member pursuant to these Bylaws, the Corporate Member is granted authority to unilaterally take any action on behalf of, or with respect to, the Corporation which is not inconsistent with Kentucky law and which is required to maintain the federal and state tax exemptions of the Corporation and the Corporate Member, to not result in the Corporation having more than an insubstantial amount of unrelated business activities, and to result in the Corporation acting in furtherance of its and the Corporate Member's tax exempt purposes. In all cases, these determinations shall be made by the Corporate Member in its discretion reasonably exercised based on the advice of legal counsel or upon any reasonable ground, including, without limitation, a request or direction of any legislative, administrative, regulatory or judicial agency having authority with respect to the subject matter under consideration." REVIEW OF FORM 990 FORM 990, PART VI, SECTION B, LINE 11 ------------------------- JPG's Form 990 was prepared by an outside accounting firm and reviewed by the Vice President of Finance and Chief Financial Officer. Due to time constraints, JPG's form 990 was not able to be distributed to JHSMH's board prior to filing. However, a copy of the final return will be provided to JHMSH board members and any questions will be addressed. The Form 990 is presented to the JHSMH board members as JHSMH has significant control over TPG through the reserved powers outlined on Part VI, question 6 and 7b. PROCESS FOR DETERMINING COMPENSATION FORM 990, PART VI, SECTION B, LINE 15A & 15B ------------------------- James Parobek is the President of Jewish Physician Group, Inc. ("JPG") Katie Wood is Vice President of JPG. James and Katie are both employed by Jewish Hospital & St. Mary's Healthcare. Their compensation is reviewed and approved by Jewish Hospital & St. Mary's HealthCare, Inc. The following review and approval process is used by Jewish Hospital & St. Mary's HealthCare, Inc. (JHSMH). The Management Review Committee consists of approximately 9 members of JHSMH's Board, and is responsible for review and approval of top management compensation. During 2011, the Committee consisted of independent directors. The full committee addressed the overall compensation philosophy and how the organization's goals can be furthered by the structure of compensation. The independent Management Review Committee and all independent members of the full Board approved maximum compensation levels for all Disqualified Persons. Non-independent directors did not participate in the discussion or vote on compensation levels for individuals. The Management Review Committee retained an outside compensation consultant from a national firm to advise it regarding reasonable compensation levels, and relied on the consultant's opinion that compensation levels are reasonable. The Committee receives a market review on each Disqualified Person from the compensation consultant. The Management Review Committee approved the peer group of similar entitles used to measure comparable compensation levels. The Management Review Committee follows the process necessary to obtain the rebuttable presumption that compensation levels are reasonable, including contemporaneous documentation of decisions. Physician Compensation --------------------- Physician Compensation is overseen by the Physician Transaction Committee of the Jewish Hospital & St. Mary's Healthcare ("JHSMH") Board. The Physician Transaction Committee has been established as a subcommittee of the JHSMH Finance Committee and is comprised of board members from JHSMH, JPG's sole corporate member. All members of the Physician Transaction Committee are independent. The Physician Transaction Committee is responsible for ensuring transactions between JPG and physicians, which includes compensation, are conducted at arms length and fair market value. Each physician employee of JPG who provides medical services does so pursuant to a Physician Employment Agreement. Physician compensation levels under the Employment Agreement are based on national industry standards (Medical Group Management Association). In addition, certain bonuses paid to JPG physicians take into account the productivity of each individual physician. Physicians are not penalized for providing charity care. Thus, the compensation arrangement does not have the potential for reducing the charitable services JPG provides. Physician Compensation is reviewed annually by an independent compensation consultant for reasonableness. Outcomes from this review are presented to the Physician Transaction Committee for approval. The Physician Transaction Committee retained an outside compensation consultant to advise it regarding reasonable compensation levels, and relied on the consultant's opinion that compensation levels are reasonable. The Committee receives a market review on each Physician from the compensation consultant. The Physician Transaction Committee follows the process necessary to obtain the rebuttable presumption that compensation levels are reasonable, including contemporaneous documentation of decisions. MAKING DOCUMENTS AVAILABLE TO THE PUBLIC FORM 990, PART VI, SECTION B, LINE 19 ------------------------- Jewish Physician Group, Inc. f/k/a The Physician Group at Jewish Hospital & St. Mary's HealthCare, Inc. ("JPG") does not make its governing documents, conflict of interest policy or financial statements available to the general public. MONITORING THE CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C ------------------------- Annual Statements ------------------- Each trustee, director, officer and member of a committee with board delegated powers of JPG, shall annually sign a statement, which affirms that such person: Has received a copy of JPG's conflicts of interest policy, Has read and understands this policy, Has agreed to comply with this policy, and Understands that JPG is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purpose. Annual Questionnaire -------------------- Each trustee, director, officer and member of a committee with board delegated powers of JPG, and key employee of JPG, shall annually complete a Conflicts of Interest Questionnaire. Completion of the annual questionnaire is coordinated by JHSMH's General Counsel and JHSMH's Corporate Compliance Officer. Periodic Reviews -------------------- To ensure that each of the JPG operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: Whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining. Whether acquisitions of physician practices and other provider services result in inurement or impermissible private benefit. Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further such JPG's charitable purposes and do not result in inurement or impermissible private benefit. Whether agreements to provide health care and agreements with other health care providers, employees, and third party payors further JPG's charitable purposes and does not result in inurement or impermissible private benefit. In conducting such periodic reviews, JPG may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring that periodic reviews are conducted. HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JAMES KETTERHAGEN TITLE:DIRECTOR HOURS:40 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JAMES PAROBEK TITLE:PRESIDENT HOURS:40 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:DEBBIE MOLNAR TITLE:FORMER President HOURS:55 Jewish Hospital HealthCare ServicesInc 200 Abraham Flexner Way Louisville KY 40202 203805455 Parent KY 501(c)(3) 11, Type 2 NA false Jewish Hospital & St Mary's Healthcare 539 S Fourth Street Louisville KY 40202 611029768 Medical Svcs KY 501(c)(3) 3 NA false JH Properties Inc 200 Abraham Flexner Way Louisville KY 40202 611029769 prop. rental KY 501(c)(3) 9 NA false SCA PREMIER SURG CTR OF LOUISVILLE LLC 200 Abraham Flexner Way LOUISVILLE KY 40202 721386840 MGT SERVICES KY JHSMH INC RELATED 0 0 false 0 false 0.00000 Surgery Center of Louisville LLC 200 Abraham Flexner Way Louisville KY 40202 621179537 MGT Services KY JHSMH Inc Related 0 0 false 0 false 0.00000 JHP MANAGEMENT INC 200 ABRAHAM FLEXNER WAY LOUISVILLE KY 40202 204498858 MANAGEMENT SERV KY JHHS INC C CORP 0 0 0.00000 BC HOLDINGS INC 1850 BLUEGRASS AVENUE LOUISVILLE KY 40215 311542851 INACTIVE KY NA C CORP 0 0 0.00000 Medgroup Services Inc 200 Abraham Flexner Way Louisville KY 40202 611338294 Inactive KY JHP Management C-Corp 0 0 0.00000 false false true false false false false false false false false false false false true false false false Jewish Hospital & St Mary's Healthcare Inc o 12367528 FMV