2013-08-14T19:47:29-05:00 2012-12-31 861065772 DELOITTE TAX LLP 555 EAST WELLS STREET SUITE 1400 MILWAUKEE WI 53202 990 2012-01-01 050545222 MERITER MEDICAL GROUP INC MERI 6084176210 202 SOUTH PARK STREET MADISON WI 537151596 DR ROBERT TURNGREN MD 6084176210 2013-08-14 1 RACHEL BECKER P00966076 4142713000 2012 2016-02-24 21:20:13Z ROBERT TURNGREN MD 202 SOUTH PARK STREET MADISON WI 537151596 43930487 0 X WWW.MERITER.COM X 2002 WI MERITER MEDICAL GROUP, INC., A TAX-EXEMPT WHOLLY-OWNED SUBSIDIARY OF MERITER HOSPITAL, INC. IS MERITER'S GROWING MULTI-SPECIALTY HEALTH CARE TEAM. THE MERITER MEDICAL GROUP'S GROWING NETWORK OF PHYSICIANS AND HEALTH CARE PROVIDERS ARE DEDICATED TO PROVIDING EXCEPTIONAL HEALTH CARE AND LIVING BY MERITER'S MISSION TO HEAL, TEACH AND SERVE. 8 1 465 1 0 0 12975 50907 21887823 40846378 -21096 409656 1439574 2622860 23319276 43929801 0 0 0 0 29067552 49012180 0 0 0 8279047 15411813 37346599 64423993 -14027323 -20494192 42380558 53889956 84722357 116682965 -42341799 -62793009 X THE MERITER MEDICAL GROUP, INC.'S FOCUS IS ON IMPROVING PATIENT ACCESS AND PROVIDING THE BEST CARE POSSIBLE AT THE RIGHT TIME, IN THE RIGHT PLACE. OUR TEAM OF PHYSICIANS AND STAFF KEEP PATIENTS AT THE CENTER OF CARE. A VARIETY OF PRIMARY AND SPECIALTY PROVIDERS SUPPORT PATIENTS IN ALL ASPECTS OF HEALTH THROUGH EVERY STAGE OF PATIENTS' LIVES. MERITER MEDICAL GROUP, INC. IS COMMITTED TO BUILDING A NETWORK OF MULTISPECIALTY PROVIDERS THAT SUPPORTS MERITER AS A DESTINATION OF CHOICE FOR PATIENTS, STAFF AND PHYSICIANS THROUGHOUT DANE COUNTY AND SOUTH CENTRAL WISCONSIN. TO ASSURE CARE CONTINUITY MERITER MEDICAL GROUP, INC. HOSPITALISTS AND OTHER HOSPITAL-BASED PHYSICIANS COORDINATE ALL ASPECTS OF A PATIENT'S INPATIENT CARE. 1 0 57483738 43469238 MERITER MEDICAL GROUP, INC. OFFERS AMBULATORY HEALTH CARE WITH A FOCUS ON PROVIDING EDUCATIONAL, OUTREACH AND REFERRAL PROGRAMS THAT INCLUDE WELLNESS AND DISEASE PREVENTION. THIS OCCURS THROUGH ALL SPECIALTIES FOR INDIVIDUALS AND IN GROUP SETTINGS SUCH AS INDIVIDUAL HEALTH EDUCATION SESSIONS WITH A NURSE PRACTITIONER FOR WOMEN MANAGING THEIR HEART DISEASE, OFFERING GROUP SESSIONS ON THE LATEST ADVANCEMENTS FOR TREATMENTS OF OSTEOARTHRITIS, AND EDUCATIONAL PROGRAMS FOR PREGNANT PARENTS ATTENDING CHILDBIRTH EDUCATION PROGRAMS. MERITER MEDICAL GROUP, INC. PROVIDERS ALSO OFFER VARIOUS EDUCATIONAL TALKS AND SCREENING OPPORTUNITIES AS PART OF COMMUNITY PROGRAMS/EVENTS EACH YEAR. MERITER MEDICAL GROUP, INC.'S ADULT PRIMARY CARE CLINICS INCLUDE DIABETES MANAGEMENT SERVICES THROUGH A TEAM CONSISTING OF ENDOCRINOLOGISTS, CERTIFIED DIABETES EDUCATORS, DIETITIAN AND HEALTH PSYCHOLOGIST. HEALTH PSYCHOLOGY SERVICES ARE AVAILABLE TO PATIENTS WHO NEED EMOTIONAL SUPPORT AND GUIDANCE AS THEY WORK THROUGH PERSONAL HEALTH CHANGES. MERITER CHILD & ADOLESCENT PSYCHIATRY STAFF PROVIDE EDUCATIONAL SESSIONS FOR SCHOOL PERSONNEL. THE MERITER MEDICAL GROUP, INC. PRIMARILY SERVES PATIENTS FROM DANE COUNTY. 57483738 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 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 22 0 1 465 1 0 0 0 0 0 0 0 0 0 0 0 X 8 1 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 WI X LINDA HOFF 6084175811 202 S PARK STREET MADISON WI 537151596 X ROBERT TURNGREN 50.00 X X 0 662409 27469 DAVE BOYER 1.00 6.00 X 0 25000 0 GARY GRIGLIONE MD 50.00 X 670364 0 21462 GEOFFREY PRIEST MD 50.00 X 0 470743 52230 KENNETH FELZ MD 50.00 X 192419 12480 26912 KHOSRO ADIB MD 50.00 1.00 X 602978 0 22823 MARGARET NOREUIL RN PHD 1.00 X 0 0 0 VIREN BAVISHI MD 50.00 X 173122 0 20779 GEORGE IDARRAGA MD 50.00 X 165578 0 17494 JASON YELK MD 50.00 X 238133 0 29444 GEORGE KAMPERSCHROER 1.00 X 0 0 0 JAMES WOODWARD 1.00 49.00 X X 0 814221 41166 MARY HANSEN 50.00 X 214383 0 45786 PAM WETZEL 50.00 X 210203 0 6490 BETH ERDMAN 10.00 40.00 X 0 162437 15882 LYNNE MYERS 1.00 45.00 X 0 504783 25189 HAYWOOD S GILLIAM 50.00 X 589147 0 35440 MATTHEW R WOLFF 50.00 X 590803 0 19658 SUSAN M LEPINSKI 50.00 X 569748 0 14280 AMY K FRANTA 50.00 X 561699 0 20004 E WAYNE GROGAN 50.00 X 469932 175207 23314 ROBERT COATS 0.00 X 0 513991 0 5248509 3341271 465822 116 1 1 0 TRI NORTH BUILDERS PO BOX 259568 MADISON WI 537259568 CONSTRUCTION 1602319 UW MEDICAL FOUNDATION 1010 MOUND STREET MADISON WI 53715 PURCHASED SERVICES 247425 WHITE RHINO COMPANY PO BOX 6404 MONONA WI 537160404 PURCHASED SERVICES 190487 STRATUM MED INC 102 E MAIN STREET URBANA IL 61801 CONSULTING 162315 SCC SOFT COMPUTER 5400 TECH DATA DRIVE CLEARWATER FL 33760 INFORMATION SYSTEMS SUPPORT 111885 6 50907 50907 NET PATIENT REVENUE 621110 40846378 40846378 40846378 402342 402342 8000 686 7314 7314 7314 PURCHASED SERVICES REVENUE - HSP 621990 1347739 1347739 OTHER REVENUE 900099 1257121 1257121 PURCHASED SERVICES REVENUE - MHH 621990 18000 18000 2622860 43929801 43469238 0 409656 2467180 2129786 337394 37808502 35194657 2613845 515538 477646 37892 6180281 5726030 454251 2040679 1890689 149990 154103 127970 26133 44854 44854 1445257 1339031 106226 2882 2020 862 455710 319453 136257 2731706 1914926 816780 171894 120498 51396 14307 10029 4278 2874818 2015247 859571 505920 354650 151270 SUPPLIES 2911914 2041252 870662 TEST FEES 1774070 1774070 EQUIPMENT RENT AND MAIN 198983 139487 59496 DUES & LICENSES 173441 121582 51859 1951954 1784715 167239 64423993 57483738 6940255 0 1059906 1711968 2013483 4285760 203835 295433 49560334 6192407 39009293 43367927 94041 3802168 426700 42380558 53889956 84722357 116682965 0 84722357 116682965 X -42341799 -62793009 0 0 -42341799 -62793009 42380558 53889956 X -20494192 42982 X 0 1 X 1 0 X X X X 0 0 0 MERITER HOSPITAL INC 390806367 7 1 1 1 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 8407219 8407219 22550959 1604050 20946909 4417359 1012526 3404833 5807326 1665426 4141900 8377471 1910405 6467066 43367927 X DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: MERITER MEDICAL GROUP, INC. IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR THE MERITER HEALTH SERVICES, INC. THE FINANCIAL STATEMENTS FOR MERITER HEALTH SERVICES, INC. INCLUDE THE FOLLOWING FOOTNOTE: ASC 740-10, INCOME TAXES OVERALL ADDRESSES THE DETERMINATION OF HOW TAX BENEFITS CLAIMED OR EXPECTED TO BE CLAIMED ON A TAX RETURN SHOULD BE RECORDED IN THE FINANCIAL STATEMENTS. UNDER ASC 740-10, COMPANIES MUST RECOGNIZE THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY THE TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. ASC 740-10 ALSO PROVIDES GUIDANCE ON DERECOGNITION, CLASSIFICATION, INTEREST AND PENALTIES ON INCOME TAXES, AND ACCOUNTING IN INTERIM PERIODS AND REQUIRES INCREASED DISCLOSURES. THE CORPORATION HAS ANALYZED THE REQUIREMENTS OF ASC 740-10 AND HAS CONCLUDED IT HAS NO MATERIAL UNCERTAIN TAX POSITION AS OF DECEMBER 31, 2012 OR 2011. IT IS THE CORPORATION'S POLICY TO RECORD INTEREST AND PENALTIES ON UNCERTAIN TAX PROVISIONS AS INCOME TAX EXPENSE. AS OF DECEMBER 31, 2012 AND 2011, THE CORPORATION HAS NO ACCRUED INTEREST OR PENALTIES RELATED TO UNCERTAIN TAX POSITIONS. 1 1 0 0 0 0 0 0 0 ROBERT TURNGREN 0 426664 0 132696 0 103049 0 15441 0 12028 0 689878 0 0 GARY GRIGLIONE MD 658915 0 10417 0 1032 0 0 0 21462 0 691826 0 0 0 GEOFFREY PRIEST MD 0 329342 0 110022 0 31379 0 23941 0 28289 0 522973 0 0 KENNETH FELZ MD 184739 0 5600 12480 2080 0 2931 0 23981 0 219331 12480 0 0 KHOSRO ADIB MD 534292 0 8000 0 60686 0 3750 0 19073 0 625801 0 0 0 VIREN BAVISHI MD 164805 0 8000 0 317 0 2678 0 18101 0 193901 0 0 0 GEORGE IDARRAGA MD 158997 0 6000 0 581 0 2329 0 15165 0 183072 0 0 0 JASON YELK MD 232581 0 3000 0 2552 0 3675 0 25769 0 267577 0 0 0 JAMES WOODWARD 0 596623 0 161675 0 55923 0 16842 0 24324 0 855387 0 0 MARY HANSEN 173958 0 39779 0 646 0 30399 0 15387 0 260169 0 0 0 PAM WETZEL 200044 0 10000 0 159 0 0 0 6490 0 216693 0 0 0 BETH ERDMAN 0 136955 0 25371 0 111 0 6619 0 0 0 169056 0 0 LYNNE MYERS 0 214525 0 131742 0 158516 0 16128 0 9061 0 529972 0 0 HAYWOOD S GILLIAM 523045 0 8000 0 58102 0 3750 0 31690 0 624587 0 0 0 MATTHEW R WOLFF 570539 0 12500 0 7764 0 0 0 19658 0 610461 0 0 0 SUSAN M LEPINSKI 518210 0 50000 0 1538 0 0 0 14280 0 584028 0 0 0 AMY K FRANTA 554423 0 6000 0 1276 0 3322 0 16682 0 581703 0 0 0 E WAYNE GROGAN 465389 0 0 175207 4543 0 3750 0 19564 0 493246 175207 0 0 ROBERT COATS 0 0 0 424778 0 89213 0 0 0 0 0 513991 0 424001 PART I, LINE 3 MERITER HEALTH SERVICES, INC., A RELATED ORGANIZATION OF MERITER MEDICAL GROUP, INC., USED THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S PRESIDENT: - COMPENSATION COMMITTEE, - INDEPENDENT COMPENSATION COMMITTEE, - WRITTEN EMPLOYMENT CONTRACT, - COMPENSATION SURVEY OR STUDY, AND - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE SUPPLEMENTAL INFORMATION PART III PART I, LINE 4A: SEVERANCE PAYMENTS: LYNNE MYERS - $89,078 PART I, LINE 4B: SELECT INDIVIDUALS PARTICIPATE IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. NEW PROGRAM SERVICES FORM 990, PART III, LINE 2 MERITER MEDICAL GROUP, INC. ADDED THE FOLLOWING PROGRAMS TO OUR PORTFOLIO OF SERVICES IN 2012: - DERMATOLOGY SERVICES ADDED THROUGH OUR AMBULATORY CLINICS WITH THE SERVICES OF 3 PHYSICIANS. - ALLERGY SERVICES ADDED THROUGH OUR AMBULATORY CLINICS WITH THE SERVICES OF 2 PHYSICIANS. - NEUROLOGY SERVICES ADDED THROUGH OUR AMBULATORY CLINICS WITH THE SERVICES OF 2 PHYSICIANS. - ADDITION OF THREE NEW CLINICS: DEMING WAY-DERMATOLOGY, FITCHBURG, AND STOUGHTON, WISCONSIN. - CARDIOLOGY SERVICES EXPANDED WITH THE ACQUISITION OF AN 11 PHYSICIAN CARDIOLOGY PRACTICE ON JANUARY 1, 2012. FORM 990, PART VI, SECTION A, LINE 1 THE RESPONSE TO FORM 990 PART VI, SECTION A, QUESTION 1B RELATES TO THE EIGHT MEMBERS OF THE BOARD OF DIRECTORS OF MERITER MEDICAL GROUP, INC., THESE INDIVIDUALS ARE APPOINTED TO THE BOARD OF DIRECTORS OF MERITER MEDICAL GROUP, INC., AS THE SOLE VOTING MEMBER. THE BOARD OF DIRECTORS OF THE HOSPITAL CONTAINS 18 VOTING MEMBERS OF WHOM 13 ARE INDEPENDENT. FORM 990, PART VI, SECTION A, LINE 6 MERITER HOSPITAL, INC. IS THE SOLE VOTING MEMBER OF MERITER MEDICAL GROUP, INC. AND, AS SUCH, THE HOSPITAL BOARD ELECTS THE MEMBERS OF THE MERITER MEDICAL GROUP, INC. BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A MERITER HOSPITAL, INC. IS THE SOLE VOTING MEMBER OF MERITER MEDICAL GROUP, INC. AND, AS SUCH, THE HOSPITAL BOARD ELECTS THE MEMBERS OF THE MERITER MEDICAL GROUP, INC. BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING ACTIONS REQUIRE THE PRIOR AUTHORIZATION OF APPROVAL OF THE MERITER HOSPITAL, INC. BOARD AS VOTING MEMBER OF THE CORPORATION: A) MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION; B) AMENDMENT OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OF THE CORPORATION; C) SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, THE PROPERTY AND ASSETS OF THE CORPORATION; D) THE ESTABLISHMENT, FORMATION, ACQUISITION, MERGER, CONSOLIDATION OR DISSOLUTION OF ANY SUBSIDIARY CORPORATION OF THE CORPORATION; AND E) THE ADMISSION OF ADDITIONAL MEMBERS OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11 MERITER CONTRACTS WITH AN OUTSIDE PUBLIC ACCOUNTING FIRM TO PREPARE ALL INCOME TAX RETURNS. MERITER'S ACCOUNTING DEPARTMENT STAFF COMPLETES AND THE CONTROLLER REVIEWS THE COMPREHENSIVE TAX ORGANIZER PROVIDED BY THE TAX FIRM. THE CONTROLLER AND THE TAX FIRM WORK TOGETHER TO PREPARE TAX RETURNS TO REFLECT INFORMATION THAT AFFECTS THE FORM 990. TWO WEEKS PRIOR TO FILING, THE RETURNS WILL BE POSTED TO THE BOARD GOVERNANCE INTERNAL WEB SITE ACCOMPANIED BY A MEMO HIGHLIGHTING THE KEY POINTS OF INTEREST FOR THE FILING YEAR AND CONTAINING THE ANTICIPATED FILING DATE IN ADDITION TO PROVIDING CONTACT INFORMATION FOR FURTHER INQUIRY BY THE BOARD. FORM 990, PART VI, SECTION B, LINE 12C MERITER MEDICAL GROUP, INC. BOARD OF DIRECTORS CONSISTENTLY MONITOR AND ENFORCE COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. ON A PROACTIVE BASIS, DECLARATIONS OF POTENTIAL CONFLICTS OF INTEREST ARE SIGNED WHEN EACH DIRECTOR JOINS THE BOARD AND ANNUALLY THEREAFTER. THE CEO AND BOARD CHAIR MONITOR THE POTENTIAL CONFLICTS DISCLOSED BY BOARD MEMBERS AND MANAGE ATTENDANCE AT MEETINGS AND PARTICIPATION IN VOTES ACCORDING TO THE ISSUE ON THE AGENDA. INDIVIDUAL DIRECTORS ALSO MONITOR THEIR POTENTIAL CONFLICTS AND RECUSE THEMSELVES FROM BOARD DISCUSSION AND/OR VOTES AS REQUIRED BY THE CIRCUMSTANCES. THE PROCESS OF MANAGING CONFLICTS OF INTEREST IS RECORDED IN THE MEETING MINUTES. FORM 990, PART VI, SECTION B, LINE 15 MERITER HEALTH SERVICES, INC. BOARD OF DIRECTORS APPROVE EXECUTIVE COMPENSATION PHILOSOPHY AND STRATEGY FOR MERITER MEDICAL GROUP, INC. THE BOARD OF DIRECTORS AUTHORIZES A SUB-COMMITTEE OF THE BOARD TO MAKE COMPENSATION DECISIONS WHILE RETAINING OVERSIGHT OF SAID COMMITTEE. AN EXTERNAL HUMAN RESOURCES CONSULTING FIRM IS ENGAGED BY THE BOARD OF DIRECTORS' SUB-COMMITTEE. THIS FIRM COLLECTS AND REVIEWS ALL ORGANIZATIONAL INFORMATION, COMPENSATION DATA, AND BACKGROUND INFORMATION MATCHING ALL EXECUTIVE POSITIONS TO SURVEY BENCHMARKS. USING THIS INFORMATION THE CONSULTING FIRM PRODUCES ESTIMATED MARKET VALUES FOR EACH EXECUTIVE AND RECOMMENDS ANY NECESSARY CHANGES WITH EXECUTIVE COMPENSATION TO THE BOARD COMMITTEE FOR THEIR DECISION. FORM 990, PART VI, SECTION C, LINE 19 FORM 1023 WOULD BE AVAILABLE UPON REQUEST FROM ADMINISTRATION. AS PRIVATE CORPORATIONS, THE GOVERNING DOCUMENTS ARE NOT MADE PUBLIC. THE CONFLICT OF INTEREST POLICY IS NOT GENERALLY MADE PUBLIC, BUT WOULD BE DISCLOSED TO INTERESTED PARTIES IN THE CONTEXT OF ANY ISSUE THAT MIGHT ARISE. FINANCIAL INFORMATION CONTAINED WITHIN THE 990S IS AVAILABLE TO THE PUBLIC ON GUIDESTAR AND ARE AVAILABLE UPON REQUEST OF ADMINISTRATION. COMPENSATION FOR BOARD MEMBERS: FORM 990, PART VII: THE COMPENSATION PAID TO BOARD MEMBERS REFLECTS PAYMENT FOR THEIR SERVICES AS PHYSICIANS BUT NOT REMUNERATION FOR THEIR PARTICIPATION ON THE BOARD OF TRUSTEES. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: ASSETS RELEASED FROM RESTRICTIONS 7,617. RELEASED FOR CAPITAL 35,365. MERITER HEALTH SERVICES INC 202 SOUTH PARK STREET MADISON WI 537151596 391412318 PARENT OF MERITER ENTITIES - SUPPORT NONPROFIT SUBSIDIARIES WI SECTION 501(C)(3) LINE 11B, II N/A 0 MERITER FOUNDATION INC 202 SOUTH PARK STREET MADISON WI 537151596 237098688 FOUNDATION FOR MERITER HOSPITAL, INC. WI SECTION 501(C)(3) LINE 7 MERITER HEALTH SERVICES INC 0 MERITER HOSPITAL INC 202 SOUTH PARK STREET MADISON WI 537151596 390806367 ACUTE CARE HOSPITAL WI SECTION 501(C)(3) LINE 3 MERITER HEALTH SERVICES INC 0 MERITER-UWMF PHYSICIANS CONTRACTING LLC 202 SOUTH PARK STREET MADISON WI 537151596 391998819 HEALTH SERVICES WI N/A N/A MERITER HEALTH ENTERPRISES 202 SOUTH PARK STREET MADISON WI 537151596 391293620 HEALTH CARE RELATED SERVICES WI N/A C 0 HCP CORPORATION 202 SOUTH PARK STREET MADISON WI 537151596 391177562 RENTAL PROPERTIES WI N/A C 0 MERITER MANAGEMENT SERVICES INC 202 SOUTH PARK STREET MADISON WI 537151596 391458235 MANAGEMENT COMPANY WI N/A C 0 PHYSICIANS PLUS INSURANCE CORP 2650 NOVATION PARKWAY MADISON WI 53713 391565691 INSURANCE WI N/A C 0 0 0 1 0 1 0 0 0 0 0 0 1 1 0 0 0 0 0 0 MERITER FOUNDATION INC C 90197 FMV MERITER HOSPITAL INC E 102815449 FMV MERITER HOSPITAL INC L 1347739 FMV MERITER HOSPITAL INC M 87403 FMV MERITER HEALTH ENTERPRISES M 1840772 FMV MERITER MANAGEMENT SERVICES INC E 829534 FMV