2013-01-15T11:10:36-06:00 2011-12-31 346565596 Ernst & Young US LLP 111 Monument Circle Suite 2600 Indianapolis IN 46204 990 2011-01-01 222759566 PRIME CARE INC PRIM 9734016848 475 South Street Morristown NJ 07960 Kevin Lenahan 9736603166 2013-01-15 0 P00032493 3176817000 2011 2016-02-25 16:41:14Z X Kevin Lenahan 475 South Street Morristown NJ 07960 4651407 0 X www.nmhnj.org X 1986 NJ Provide home health and other health care services to the surrounding communities. 3 0 12282 0 0 0 724518 45622 4492221 4605022 49045 -194735 19233 0 5285017 4455909 750 0 0 0 3420910 3585580 0 0 0 1837927 1742508 5259587 5328088 25430 -872179 3110484 2751932 1804538 2318165 1305946 433767 X Prime Care was organized to provide home Health and Other Health Care Services to residents of Sussex County, New Jersey and surrounding communities. 0 0 2944747 4605022 "In home Heatlh Services" , a Medicare-certified Home Health Agency, provides home care services to the residents of Sussex County, New Jersey, Pike County, Pennsylvannia, and surrounding communities. The mission of In Home Health Services is to provide comprehensive, professional, cost effective home healthcare to persons in need through highly qualified staff in a progressive, caring environment without discrimination. Professional and support services include nursing, certified home health aides, maternal/child care, infursion therapy, physical therapy, occupational therapy, speech therapy, medical social work, and nutrition counseling. Milford Urgent Care, located at the Milford Health & Wellness Center, provides quality episodic urgent care for the residents of Pike county, Pennsylvania and surrounding communities. Milford Urgent Care is a walk-in facility and provides services seven days a week, with extended twelve hour days including weekend and holiday coverage when primary care providers may not be available. Physicians have immediate access to lab and x-ray services to facilitate medical treatment. 2944747 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 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 0 0 1 1 1 1 0 1 0 0 12282 1 0 0 0 0 0 0 0 0 0 0 X 3 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 1 1 NJ X Ken Butkowski 9734512005 475 South Street Morristown NJ 07960 X Kevin Lenahan 2.00 X X 0 703595 227906 Kevin Shanley 2.00 X 0 1665384 1935 Steven Sepaniak 2.00 X X 0 1689943 1935 Dr Nick P Dibitetto 0.10 X 0 0 0 Craig U Dana 0.10 X 0 0 0 Brian Fitzpatrick 0.10 X 0 0 0 Paul J Owens MD 0.10 X 0 0 0 William I Houghton III 0.10 X 0 0 0 Glenn A Clark 0.10 X 0 0 0 George W Morville Jr 0.10 X 0 0 0 Philip D Deacon 0.10 X 0 0 0 Jeffrey J Quinn 0.10 X 0 0 0 Constance C Mierendorf PHD 0.10 X 0 0 0 Mark Avondoglio 0.10 X 0 0 0 Richard I Clark 0.10 X 0 0 0 Claudette Delong 0.10 X 0 0 0 Robert E McCracken 0.10 X X 0 0 0 Tammie Horsfield 1.00 X X 0 0 0 James S Hubley 0.10 X X 0 0 0 Christopher Lynch 0.10 X X 0 0 0 E Jane Brown 0.10 X X 0 0 0 Thomas J Senker 1.00 X X 0 538931 605544 Sean O'Rourke 1.00 X 0 293220 14894 David Rikkola 1.00 X 0 275786 15483 Robert Maloney 3.00 X 0 257987 0 0 5424846 867697 0 0 1 1 EMCARE INC 100 Witmer Rd Suite 220 Horsham PA 19044 Urgent Care Physicians 562982 1 45622 45622 Net Patient Svc Rev 621610 4605022 4605022 4605022 763 763 195498 -195498 -195498 -195498 4455909 4605022 0 -194735 3085948 1348108 1737840 61914 33062 28852 437718 235805 201913 675581 603368 72213 19432 19432 205629 106302 99327 60486 32300 28186 265542 128260 137282 174212 173062 1150 663 663 62715 335 62380 Administration Overhead 219749 219749 Membership Dues 17164 17164 Pharmaceuticals 12578 12578 LifeLine Expense 7881 7881 20876 6678 14198 5328088 2944747 2383341 0 64648 28811 430558 166250 581179 779872 2309738 1225924 1127694 1083814 813554 618056 92851 75129 3110484 2751932 382635 342590 221259 0 925328 925328 275316 1050247 1804538 2318165 X 1305946 433767 1305946 433767 3110484 2751932 -872179 0 X 0 1 1 X 0 X 196117 21296 24428 24518 45622 311981 5029044 5064657 4988399 4492221 4605022 24179343 5225161 5085953 5012827 4516739 4650644 24491324 0 0 0 24491324 563093 554320 346953 49045 763 1514174 563093 554320 346953 49045 763 1514174 4877 38774 27054 19233 89938 5793131 5679047 5386834 4585017 4651407 26095436 0.93850 0.91120 0.05800 0.08550 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 393183 250 2767 396200 357034 14000 22149 393183 312268 5000 39766 357034 314469 60000 -62200 312268 1.00000 0 1 1 77500 77500 910552 22397 888155 2670 2670 0 1319016 1200857 118159 1083814 Inv in Sparta Cancer Ctr 618056 C 618056 Due to Affiliates 830941 Est Third Party Payor Settlements 219306 1050247 4455909 5328088 -872179 -872179 1 1 0 0 0 0 1 0 0 Kevin Lenahan 0 533346 0 149000 0 21249 0 221700 0 6206 0 931501 0 149000 Kevin Shanley 0 187241 0 253900 0 1224243 0 0 0 1935 0 1667319 0 1412522 Steven Sepaniak 0 257464 0 192400 0 1240079 0 0 0 1935 0 1691878 0 1394583 Thomas J Senker 0 399700 0 86789 0 52442 0 596036 0 9508 0 1144475 0 0 Sean O'Rourke 0 255718 0 36020 0 1482 0 0 0 14894 0 308114 0 0 David Rikkola 0 234129 0 36204 0 5453 0 0 0 15483 0 291269 0 0 Robert Maloney 0 257987 0 0 0 0 0 0 0 0 0 257987 0 0 Part I, Line 5 An annual incentive plan exists for the senior management team. The incentive plan distributes bonuses to the senior management team based on performance results on various performance measurements. The performance measurements include: operating gain/loss expense per adjusted admission patient satisfaction scores inpatient and outpatient volumes employee engagement scores quality and safety results. The above performance measures have the following three specific performance goals in order to determine any incentive award: Threshold Target Maximum Supplemental Information Part III All directors and/or officers were compensated by related organizations. The individuals who were board members before the 4/1/11 merger between Newton Memorial Hospital and Atlantic Health System were compensated by Newton Memorial Hospital (a related organization). Subsequent to 4/1/11, these individuals were compensated by AHS Hospital (a related organization). The individuals who became newly appointed directors and officers subsequent to 4/1/1 were compensated by AHS Hospital Corp (A related organization). Supplemental Information Part III Part I, Line 4a: Steven Sepaniak received a severance payout in the amount of $211,788 during 2011 and is included as taxable income in his W-2. This severance was included in prior year 990's as deferred compensation. The terms of Mr. Sepaniak's severance is as follows: - Effective 7/1/11 through 6/30/13 (104 weeks) - Paid lump sum of $58,950 to cover cost of: membership dues, club due, CLE related expenses and insurance related expenses. - Auto allowance, life insurance, long term care, financial planning and club dues to continue during severance period - EIP for 2011 - Remains active on board of directors and reimbursed for all associated expenses. - The two years of severance will count as years of service for the Mid-Career Hire Plan. - Medical and Dental benefits through 3/31/13. Kevin Shanley received a severance payout in the amount $453,546 during 2011 and is included as taxable income in his W-2. This severance was included in prior year 990's as deferred compensation. The terms of Mr. Shanley's severance is as follows: - Effective 4/1/11 through 3/31/13 (104 weeks) - Auto allowance, life insurance, and long term care to continue during the severance period. - Reimbursement provided for financial counsel ($7,000 per year) and MMC Club dues during the severance period. - Remains active on board of directors and reimbursed for all associated expenses. - The two years of severance will count as years of service for the Mid-Career Hire Plan. - Medical and Dental benefits through 3/31/13. Supplemental Information Part III Part I, Line 4b: Steven Sepaniak received a taxable lump sum payout of $990,395 during 2011 from the Atlantic Health System, Inc. Mid-Career Hire Plan. This payout was included in his 2011 W-2 as taxable income. This payout was included in prior year 990's as deferred compensation. Kevin Shanley received a taxable lump sum payout of $705,075 during 2011 from the Atlantic Health System, Inc. Mid-Career Hire Plan. This payout was included in his 2011 W-2 as taxable income. This payout was included in prior year 990's as deferred compensation. The Mid-Career Hire plan is a non-qualified, unfunded program for the benefit of certain key executives of the Organization under Internal Revenue Code 457(f). The plan works with the Employees' Cash Balance Plan of Atlantic Health System, Inc. and Social Security to establish the target retirement benefit the System intends the individual to receive. The Organization pays the entire cost of this plan. The following formula was used to calculate the lump sum payouts in 2011: 2.5% of Final Average Pay Multiplied by the Years of Credited Service (Up to 20 years) plus 1% of Final Average Pay Multiplied by the Years of Credited Service in Excess of 20 years (up to 15 years). Form 990, Part VI, Section B, line 11 The 2011 Form 990 filings for Prime Care, Inc. were prepared by the Finance Department and reviewed and signed by Ernst & Young LLP. The completed filings were reviewed by Prime Care's Chief Executive Officer and Chief Financial Officer. Subsequently, they were presented the audit committee for review. All board members were invited to the audit committee to take part in the detailed review. Upon finalization of the Form 990, all board members were provided a copy for their files. For 990 is filed with the IRS after this review process is complete. Form 990, Part VI, Section B, line 12c Each "Interested Person" of Prime Care, Inc. shall annually sign the Prime Care conflict of interest disclosure statement which affirms the such person: A. Has received a copy of the conflict of interest policy or the Prime Care by laws, B. Has read and understands the policy, C. Has agreed to comply with the policy, and D. Understands that Prime Care, Inc. is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes under IRC Section 501(C)(3) or 501(C)(4) of the Internal Revenue Code. On the conflict of interest disclosure statement, all "interested persons" must detail all existing or potential conflicts of interest and file the form with the Chief Compliance Officer annually. Interim disclosures shall also be required as conflicts develop subsequent to the annual disclosures. To ensure that Prime Care, Inc. operates in a manner consistent with it's 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 by the Chief Compliance Officer. The periodic reviews shall, at a minimum, include the following subjects: A. Whether compensation arrangements and benefits are reasonable and are the results of appropriate negotiations. B. Whether physician recruitment practices and other provider services result in inurement of impermissible private benefit. C. Whether partnership and joint venture arrangements conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further Prime Care's charitable purposes, and do not result in inurement or impermissible private benefit. D. Whether agreements to provide health care and agreements with other health care providers, employees and third party payors further Prime Care's charitable purposes and do not result in inurement or impermissible private benefit. All officers are compensated by a related organization. A review of officer compensation by an independent 3rd party (Integrated Healthcare Strategies) is completed every year. The most recent survey was conducted in 2011. Officers include President and CEO AH, VP HR & CAO, VP Finance & CFO, VP Legal Affairs, VP Quality, VP Government Affairs, VP Information Services & CIO, VP Finance & Treasurer, VP AH & President OH, VP AH & President MMC, and VP AH & President NMC. Note: We no longer have the VP Finance & Treasurer position as of 4/2/2011. - On behalf of Atlantic Health System, Integrated Healthcare Strategies conducts an annual total compensation survey based on appropriate comparability data for like positions in like organizations. - The results of the survey are presented to the Executive Compensation Committee of the board which documents the findings and recommendations in committee minutes. - Compensation for key physicians is determined by soliciting salary data from 3 to 4 published sources. These salary recommendations are then reviewed with the MD Contract Committee and approved by the Physician Compensation Committee of the board. Form 990, Part VI, Section C, line 19 The organization's governing documents, conflict of interest policy, and financial statements are available to the public upon request. Average Hours Per Week Part VII Kevin Lenahan Kevin Shanley Steven Sepaniak Thomas J Senker Sean O'Rourke David Rikola Robert Maloney The above individuals worked for related organizations of Prime Care, Inc. and averaged approx. 40 hours per week among all entities. Newton Medical Center Foundation 175 High Street Newton NJ 07860 222618102 Administers Donations, Grants & Bequests and Performs Fundraising NJ 501(c)(3) Line 7 Atlantic Health System 1 North Jersey Health Care Properties Inc 175 High Street Newton NJ 07860 223519709 Owns Commercial Buidlings and Conducts Leasing Activities NJ 501(c)(2) Atlantic Health System 1 AHS Hospital Corp 475 South Street Morristown NJ 07960 521958352 Hospital System - Healthcare NJ 501(c)(3) Line 3 Atlantic Health System 1 Atlantic Ambulance Corp 475 South Street Morristown NJ 07960 223820288 Ambulance Transportation Services - Healthcare NJ 501(c)(3) Line 9 Atlantic Health System 1 Practice Associates Medical Group PC 475 South Street Morristown NJ 07960 202088165 Physician Practice - Healthcare NJ 501(c)(3) Line 11 I Atlantic Health System 1 Atlantic Health System 475 South Street Morristown NJ 07960 223380375 Healthcare Parent NJ 501(c)(3) Line 11 I N/A 0 Foundation for the Morristown Medical Center 475 South Street Morristown NJ 07960 223392808 Fundraising NJ 501(c)(3) Line 7 Atlantic Health System 1 Newton Memorial Hospital 175 High Street Newton NJ 07860 221500572 Provides Health Care Services NJ 501(c)(3) Line 3 Atlantic Health System 1 North Jersey Heatlh Care Corporation 175 High Street Newton NJ 07860 222618100 Oversees Policies and Activities of Subsidiaries NJ 501(c)(3) Line 11a, I N/A 1 Morris Photopheresis Restenosis 100 Madison Avenue Morristown NJ 07960 223314012 Heatlhcare Research NJ Atlantic Heatlh System 0 0 0.30000 Morristown Medical Investors 200 American Road Morris Plains NJ 07950 650840535 Real Estate Rentals NJ AHS Investment Corp 0 0 0.99000 Affiliated Collection Services LLC 17 Prospect Street Morristown NJ 07960 270555659 Collection Services NJ AHS Investment Corp 0 0 0.50000 Primary Care Partners LLC 475 South Street Morristown NJ 07960 274980253 Physician Services NJ AHS Investment Corp 0 0 0.80000 North Jersey Heatlh Ventures Inc 175 High Street Newton NJ 07860 222705732 Investments in Health Care Related joint Ventures NJ AHS Investment Corp C Nutley Medical Care PA 100 Madison Avenue Morristown NJ 07960 223645010 Physician Practice NJ Atlantic Health System C Non-Invasive Diagnostics PA 100 Madison Avenue Morristown NJ 07960 202027439 Physician Practice NJ Atlantic Health System C Speciality Care of Practice Associates PA 100 Madison Avenue Morristown NJ 07960 030376428 Physician Practice NJ Atlantic Health System C Maternal Fetal Medicine of Practice Associates PA 100 Madison Avenue Morristown NJ 07960 030376421 Physician Practice NJ Atlantic Health System C Madison Pediatrics PA 100 Madison Avenue Morristown NJ 07960 223645007 Physician Practice NJ Atlantic Health System C Atlantic Heatlh Management Corporation and Subsidiaries 200 American Road Morris Plains NJ 07960 223538027 Healthcare related services and support NJ Atlantic Health System C AHS ACO LLC 475 South Street Morristown NJ 07960 273800813 Physician Practice NJ Atlantic Health System C The Northwest New Jersey MedicalSurgical Alliance PC 175 High Street Newton NJ 07860 450577942 Heatlhcare Services NJ Atlantic Health System C The Northwest New Jersey Urgent Care Alliance PC 175 High Street Newton NJ 07860 830492357 Healthcare Services NJ Atlantic Health System C 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 North Jersey Health Care Properties Inc J 75774 Cost