Albert Einstein Healthcare Network Group Letter Ruling

“Alison Korman Feldman and John P. Korman - business and family relationship.”

“Albert Einstein Healthcare Network ("AEHN") is the sole member of all organizations included in this consolidated group form 990. Thomas jefferson university ("tju") is the sole member of aehn. Accordingly, tju has the ultimate right to elect the members of this organization's board of trustees and has certain reserved powers as defined in this organization's bylaws.”

“The organization is an affiliate within thomas jefferson university/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The organization's federal form 990 was provided to each voting member of the organization's governing body prior to filing of the form 990 with the internal revenue service ("irs"). As part of the tax return preparation process the organization hired a professional certified public accounting ("cpa") firm with experience and expertise in both healthcare and not for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the system's finance personnel and various other system individuals ("internal working group") to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the system's internal working group for their review. The internal working group reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to the internal working group for final review. Following this review, the form 990 was then presented to thomas jefferson university's finance, assurance & compliance committee and provided to the organization's governing body prior to filing with the irs. In addition, the form 990 was provided to the thomas jefferson university's finance, assurance & compliance committee and the cpa firm made a presentation to the committee regarding the system's forms 990 together with a healthcare industry tax update.”

“The organization is an affiliate within thomas jefferson university/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system has a written conflict of interest policy with which all affiliates regularly monitor and enforce compliance. The conflict of interest policy governs conflict of interest disclosure and monitoring of all voting members of the system's board of trustees. The conflict of interest policy is designed to assist the organization in evaluating arrangements, contracts or transactions that may benefit the private interest of a trustee, their family member(s), a member of a committee or subcommittee that exercises board-delegated powers of the university, or senior management. The policy is intended to supplement but not replace applicable state and federal laws governing nonprofit charitable corporations. In accordance with the conflict of interest policy, each voting member of the board of trustees must complete, at least annually, the system's conflict of interest disclosure process. The conflict of interest process includes distribution of an electronic disclosure to all persons who served as voting members of the board of trustees, members of senior management and key employees during the previous fiscal year. The disclosure form elicits information related to the respondent's actual or potential interests and activities in which they engaged during the reporting period. The process also requires covered persons to disclose such information about their family members. In addition to attesting to the veracity of information contained within the disclosure, the voting member of the board of trustees must certify that they will abide by the system's conflicts of interest and other relevant policies and will disclose all interests and activities related to their ongoing service on the board of trustees. Members of senior management and individuals identified as key employees receive disclosure questions required of members of the board of trustees. All persons covered under the organization's board of trustees and employee-related conflict of interest policies maintain a continuing obligation to disclose all changes in interests, activities and relationships throughout the year. The system maintains all original disclosure forms and certifications in accordance with its record retention policy. The system also compiles and issues a comprehensive report of all actual or potential interests and activities reported during the board of trustees conflicts of interest disclosure process to the organization's executive committee of the board of trustees. Thereafter, the board of trustees itself or through delegation to the finance, assurance & compliance committee, evaluates all actual or potential conflicts of interest to determine whether activities or arrangements require management, reduction, or elimination of certain interests, activities or relationships. When management of the identified conflict is required, the affected person(s), members of the board's executive committee, and certain members of executive management, receive notification of the requirements set forth in the management plan. Affected persons are expected to abide by the terms of the management plan, which may include, but may not be limited to, recusal from deliberations and voting when appropriate. In addition to the above-outlined internal reporting and evaluation of activities, transactions and relationships, all required disclosures in accordance with the internal revenue service's regulations and instructions are reported on the organization's federal form 990.”

“The organization is an affiliate within thomas jefferson university/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The organization is committed to ensuring that its executive compensation program adheres to the highest standards of regulatory compliance and best practices in corporate governance. Thomas jefferson university's board of trustees has a compensation and human capital committee ("committee"). The committee has adopted a written executive compensation philosophy which it follows when it reviews and approves of the compensation and benefits of the system's executive compensation, including arrangements covering the president/chief executive officer, senior executives and other key employees (including clinical department chairs and select faculty). The committee meets multiple times during the year and is comprised of individuals who are independent and do not have conflicts of interest with regard to the compensation arrangements that fall within its purview. The committee's process is designed to satisfy the rebuttable presumption of reasonableness that is available under the intermediate sanctions law, and includes the review of comparability data and the contemporaneous substantiation of its deliberations and decisions. The committee's decisions are made in accordance with system's compensation philosophy, which supports the objective of attracting, retaining and motivating talented individuals who have the appropriate experience and skills to achieve the institution's objectives. On an annual basis the committee reviews appropriate comparability data for similar institutions that reflect the mission, scope and complexity of the organization and its constituent entities. The committee engages qualified, independent consultants as needed to provide advice on compensation matters and to prepare the comparability data, which are reviewed by the committee in advance of making its decisions. The committee reviews and approves compensation for the president/chief executive officer and other senior executives based on market practices, an assessment of performance and other business judgment factors. The executive compensation includes incentive pay, pursuant to which executives are rewarded based on the achievement of the system, entity and individual performance goals that are established in advance of the performance period. These goals are linked to system's mission, strategic and operating objectives, and have predetermined weights. At the end of the year, the committee approves the resulting awards based on a review of performance achievements relative to the goals; in appropriate circumstances, other discretionary factors may be considered when incentives are determined. The committee makes a determination of the reasonableness of compensation and maintains minutes that document its deliberations and decisions.”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the commonwealth of pennsylvania.”

“CORE FORM, PART VII INCLUDES, AS OF June 30, 2023, THE MEMBERS OF THE BOARD OF TRUSTEES, OFFICERS, AND KEY EMPLOYEES OF EACH OF THE ORGANIZATIONS INCLUDED IN THIS CONSOLIDATED GROUP FORM 990. OUTLINED BELOW IS A SUMMARY BY ORGANIZATION: Albert einstein medical center's board of trustees includes the following individuals: - Carole S. Ben-Maimon, M.D. - Steven Berk, Esq. - Alberto Esquenazi, M.D. - Lewis I. Gantman, Esq. - Rohit Gulati, M.D. - Dixieanne P. James - David M. Jaspan, M.D. - Susan Kline Klehr - John P. Korman - Ellen Kraftsow-kogan - Matthew S. Levitties - Robert J. Lipstein - Eric Raymond - Lawrence S. Reichlin - Madalyn Rovinsky - Gregory H. Stein - Jay Strain, M.D. - Walter Wyatt Bcct over corp's board of trustees includes the following individuals: - Lewis I. Gantman, Esq. - Dixieanne P. James Einstein community health associate's board of trustees includes the following individuals: - Steven Berk, Esq. - Barbara E. Black - Richard H. Fine, M.D. - Joanne Fishman, Esq. - Debra Hollander - Marina Kats, Esq. - Angela Nicholas, M.D. - Lawrence S. Reichlin - Madalyn Rovinsky - Janis W. Rubin, M.D. - Steven L. Sivak, M.D. - Judith K. Trichon - Walter Wyatt Einstein medical center montgomery's board of trustees includes the following individuals: - Steven Berk, Esq. - John E. F. Corson - Geoffrey M Duffine, Esq. - Alison Korman Feldman - Lewis I. Gantman, Esq. - Bruce Menkowitz, M.D. - Lawrence S. Reichlin - Richard C. Sheerr - Anthony R. Sherr, Esq. - Richard A. Wolfson Einstein practice plan, inc.'s board of trustees includes the following individuals: - Steven Berk, Esq. - Barbara E. Black - Richard H. Fine, M.D. - Joanne Fishman, Esq. - Debra Hollander - Marina Kats, Esq. - Angela Nicholas, M.D. - Lawrence S. Reichlin - Madalyn Rovinsky - Janis W. Rubin, M.D. - Steven L. Sivak, M.D. - Judith K. Trichon - Walter Wyatt Fornance physician services, inc.'s board of trustees includes the following individuals: - Steven Berk, Esq. - Barbara E. Black - Richard H. Fine, M.D. - Joanne Fishman, Esq. - Debra Hollander - Marina Kats, Esq. - Angela Nicholas, M.D. - Lawrence S. Reichlin - Madalyn Rovinsky - Janis W. Rubin, M.D. - Steven L. Sivak, M.D. - Judith K. Trichon - Walter Wyatt”

“Core form, part vii and schedule j reflect certain board of trustee members and officers receiving compensation and benefits from this organization or a related organization. Please note this remuneration was for services rendered as full-time employees of the organization or a related organization and not for services rendered as a voting member or officer of this organization's governing body. Deborah Pierce, D.O. is still employed within thomas jefferson university/jefferson health as an emergency medicine physician for albert einstein medical center.”

“Cristina g. Cavalieri, esq. Is an officer of this organization's governing body; an uncompensated position. She is employed by and receives a federal form w-2 from thomas jefferson university; a related internal revenue code section 501(c)(3) tax-exempt organization. Her common law employer/employee relationship is with thomas jefferson university. Accordingly, her reportable compensation, retirement/other deferred compensation and non-taxable benefits is reported within core form, part vii and schedule j of the thomas jefferson university (ein: 23-1352651) federal form 990 for the year ending june 30, 2023. Please refer to the thomas jefferson university federal form 990 for this information.”

“John P. Mordach was appointed as the chief financial officer of Thomas Jefferson University/Jefferson Health effective March 30, 2023. Taxable compensation reported on core form, part VII and Schedule J is derived from 2022 forms W-2. Accordingly, his compensation is not reported on part VII and Schedule J since he did not start receiving compensation until 2023. Mr. Mordach is still displayed on part VII since he serves as an officer on the board of trustees for the year ending June 30, 2023.”

“The organization is an affiliate within thomas jefferson university/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system's parent entity is thomas jefferson university ("tju"). Certain board of trustee members, key employees and officers listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990, for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of trustees of other related organizations in the system, their respective hours per week per organization are approximately the same as reflected in core form, part vii of this form 990. The hours reflected on core form, part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers or key employees, reflect total hours worked per week on behalf of the system; not solely this organization.”

“The following organizations are included in the Albert Einstein Healthcare Network Group Letter Ruling: 1. Albert einstein medical center 5501 old york road Philadelphia, pa 19141-3018 Ein: 23-1396794 2. Bcct over corp 5501 old york road Philadelphia, pa 19141 Ein: 23-1352200 3. Einstein community health associates, Inc. 5501 old york road Philadelphia, pa 19141 Ein: 23-2760086 4. Einstein medical center montgomery 559 west germantown pike East norriton, pa 19403 Ein: 20-4193243 5. Einstein practice plan, inc. 551 old york road Philadelphia, pa 19141 Ein: 23-2664784 6. Fornance physician services, inc. 1330 powell street, no. 509 Norristown, pa 19401 Ein: 23-2275991 Please refer to Schedule R; Part II for the affiliates not outlined above which are not included in the Albert Einstein Healthcare Network Group Letter Ruling.”

“The total voting and independent voting members disclosed on page 1 of this form 990 is the total for all organizations included in the group exemption ruling and in this consolidated group form 990. Outlined below is the voting and independent voting disclosure information for all organizations included in the group exemption: - Albert Einstein Medical Center; 18 voting, 12 independent; - BCCT Over Corp; 2 voting, 1 independent; - Einstein Community Health Associate; 13 voting, 8 independent; - Einstein Medical Center Montgomery; 10 voting, 9 independent; - Einstein Practice Plan, Inc.; 13 voting, 8 independent; - Fornance Physician Services, Inc.; 13 voting, 8 independent.”

“The Taxpayer is recognized by the Internal Revenue Service ("IRS") as a tax-exempt organization under internal revenue code section 501(c)(3) and is also an affiliate of Thomas Jefferson University ("TJU"). TJU is also recognized as a tax-exempt organization under internal revenue code section 501(c)(3) and is the tax-exempt parent organization of TJU/Jefferson Health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system's tripartite mission of education, research and patient care. Jefferson Health, in partnership with TJU, is dedicated to discovering new treatments and therapies that will define the future of clinical care; providing exceptional primary through complex quaternary care to patients in the communities we serve throughout the Delaware Valley; and educating tomorrow's professionals through transdisciplinary and experiential learning designed for new and emerging fields for the 21st century. Combined, Jefferson Health and Thomas Jefferson University have more than 42,000 employees, which includes over 4,600 employed physicians/advanced practice professionals, 9,300 full and part-time nurses and more than 1,800 full and part-time paid faculty. Jefferson is the second largest employer in Philadelphia and the largest health system in Philadelphia based on total licensed beds. Jefferson Health includes 47 outpatient and urgent care centers, 4 Magnet-designated hospitals, the NCI-designated Sidney Kimmel Cancer Center, and one of the largest faculty-based telehealth networks in the country that began more than 10 years ago. Jefferson Health includes 18 hospitals throughout southeastern Pennsylvania and New Jersey. Additional relevant TJU and Jefferson Health information for the year ended June 30, 2023: LICENSED BEDS: 3,848 INPATENT ADMISSIONS: 152,849 OBSERVATION CASES: 50,360 TOTAL SURGERIES: 99,931 EMERGENCY DEPT. VISITS: 585,567 AMBULATORY VISITS: 4,881,640 TELEHEALTH VISITS: 262,644 The System's Hospitals' Conformance with IRS revenue ruling 69-545 The wholly owned Hospitals in the system are recognized by the IRS as internal revenue code section 501(c)(3) tax-exempt organizations. Pursuant to its charitable purposes, each of these hospitals provide medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, gender identity, sexual orientation, national origin, or ability to pay. Moreover, our hospitals operate consistently with the following criteria outlined in IRS revenue ruling 69-545: 1. providing medically necessary healthcare services to all individuals regardless of ability to pay, including charity care, self-pay, Medicare, and Medicaid patients. 2. operating active emergency departments for all persons that are open 24 hours a day, 7 days a week, 365 days per year. 3. maintaining open medical staffs, with privileges available to all qualified physicians. 4. control positioned with Hospital Board of Trustees and the Board of Trustees of TJU, and all the Boards are comprised of independent civic leaders and other prominent members of the represented communities; and 5. using surplus funds to improve the quality of patient care, expand and renovate facilities/equipment and advance and improve medical care, programs and activities through patient care and medical training, education, and research. The operations of our wholly owned hospitals as shown through the factors outlined above and other information contained herein, clearly demonstrate the provision of substantial community benefit; both collectively and individually; and that the use and control of the respective hospital facilities are for the benefit of the public and that no part of the income or net earnings of any of the hospital organizations inures to the benefit of any private individual, nor is any private interest being served other than inciden”

“In response to the covid-19 pandemic outbreak within the philadelphia and montgomery county communities during march of 2020, in accordance with its policy and procedure regarding disaster response, albert einstein healthcare network established a covid-19 incident command center that comprised a multi-disciplinary team of clinical and administrative leadership. The task of the command center was to provide rapid mobilization related to surge planning, prompt decision making and a coordination of personnel, equipment, and personal protective equipment (ppe). Through the actions of the command center, covid-19 resources were established (such as, negative pressure rooms, conversion of anesthesia equipment to ventilators, nursing spaces with positive air flow) to create safe areas to treat covid-19 patients while at the same time protecting the care teams, staff and other patients. These actions allowed the network and its affiliated subsidiaries to continue to respond to the community needs in various ways during fiscal year 2023: - the network treated covid-19 positive or clinically suspected patients within its inpatient facilities between july 1, 2022 and june 30, 2023. - operated covid-19 testing sites within its community practices. - operated community covid-19 vaccination sites. - participated in a city-wide collaboration on covid patient load leveling and education. - collaborated with army medical reserve. - converted outpatient in-person professional practice based visits to telehealth visits. - provided education for community through various outreach channels. Moss-rehab opened one of the first units in the united states to serve covid-19 infected patients and associated rehab needs. The core+ unit started april 4th, 2020. The unit serves patients in the acute phase of covid-19 infection with rehabilitation needs. Core+ is a specialized rehabilitation care environment developed to treat patients who are recovering from covid-19 while still potentially contagious. Staff is trained in the use of safety equipment and in the provision of this care safely.”

“Effective june 30, 2023, einstein medical center elkins park closed its emergency room. The emergency room is being re-purposed for in-patient physical rehabilitation. There are four other emergency rooms in close proximity including: albert einstein medical center, abington memorial hospital, jeanes hospital and holy redeemer hospital.”

“Mark Kotapka, M.D., Patrick Cooper, M.D., Radi Zaki, M.D., James Raphael, M.D. and Sumeet Mainigi, M.D. are included within this organization's form 990, part vii. the organization was not required to file a federal form 4720 for any remittance of excise tax related to these individuals because they are licensed medical providers whose compensation was for clinical services and thus exempt from excise taxes as provided for under internal revenue code section 4960. kenneth d. levitan served as an officer and voting member of this organizations governing body from july 1, 2022 until march 18, 2023. Accordingly, albert einstein medical center filed a 2022 federal form 4720 which included a remittance of excise tax related to mr. Levitan's compensation in excess of $1m. CRISTINA G. CAVALIERI, ESQ. IS AN OFFICER OF THIS ORGANIZATION'S GOVERNING BODY; AN UNCOMPENSATED POSITION. SHE IS EMPLOYED BY AND RECEIVES A FEDERAL FORM W-2 FROM THOMAS JEFFERSON UNIVERSITY; A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION. HER COMMON LAW EMPLOYER/EMPLOYEE RELATIONSHIP IS WITH THOMAS JEFFERSON UNIVERSITY. ACCORDINGLY, THOMAS JEFFERSON UNIVERSITY FILED A 2022 FEDERAL FORM 4720 WHICH INCLUDED A REMITTANCE OF EXCISE TAX RELATED TO HER COMPENSATION IN EXCESS OF $1M.”

“core form, Part X; Beginning of year assets reflects a reclassification. The reclassification did not impact the total net assets or fund balance at the beginning of the year. The prior year Form 990 was not amended.”

“The organization is an affiliate within thomas jefferson university/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system has a number of outstanding long-term obligated group debt liabilities, including the following bond issuances: - pennsylvania higher educational facilities authority series 2015a; - pennsylvania higher educational facilities authority series 2015b; - pennsylvania higher educational facilities authority series 2015c-g; - pennsylvania higher educational facilities authority series 2015h; - philadelphia authority for industrial development series 2017a; - philadelphia authority for industrial development series 2017b; - philadelphia authority for industrial development series 2017c; - montgomery county higher education and health authority series 2018a; - montgomery county higher education and health authority series 2018b; - montgomery county higher education and health authority series 2019a; and - montgomery county higher education and health authority series 2022b. The bonds outlined above and various other long-term borrowings are allocated by thomas jefferson university; the tax-exempt parent of the system and sole member of various tax-exempt affiliates within the system, to the following system member hospitals and certain other affiliates. The balance sheet of these respective member hospitals and certain other affiliates may reflect a tju obligated group liability. The members of the obligated group consist of the following: - thomas jefferson university, ein: 23-1352651 - thomas jefferson university hospitals, ein: 23-2829095 - tjuh system, ein: 23-3026795 - jefferson university physicians, ein: 23-2809585 - abington health, ein: 27-1243803 - abington health foundation, ein: 23-2188052 - abington memorial hospital, ein: 23-1352152 - lansdale hospital corporation, ein: 26-3359979 - jefferson health - northeast, ein: 23-0596940 - jefferson health - northeast system, ein: 23-2239131 - philadelphia university, ein: 23-1352294 - kennedy university hospital, inc., ein: 22-1773439 - kennedy health system, ein: 22-2442036 - kennedy health facilities, inc., ein: 22-2442032 - kennedy medical group practice, p.c., ein: 46-1420853 - magee rehabilitation hospital, ein: 23-1476328 - albert einstein healthcare network, ein: 23-2290323 - albert einstein medical center, ein: 23-1396794 - einstein community health associates, inc., ein: 23-2760086 - einstein medical center montgomery, ein: 20-4193243 - einstein practice plan, inc., ein: 23-2664784 - fornance physician services, ein: 23-2275991 - montgomery hospital, ein: 23-1352193 - montgomery health foundation, ein: 22-2456265 Schedule k was prepared on a consolidated basis and is included within thomas jefferson university's (ein: 23-1352651) federal form 990 for the year ended june 30, 2023.”

“Other changes in net assets or fund balance include: - Change in net pension liability - $15,138,573; - Net Assets Released from Restriction (Endowments) - ($2,658,060); - Net Assets Released from Restriction (Operating) - $1,662,921; - Net Assets Released from Restriction (External Trust) - $1,287,896; - Net Assets Released from Restriction (Capital) - $203,975; and - Asset Change due to Affiliation in Consolidation in TJU AFS - ($58,454).”

“The organization is an affiliate within thomas jefferson university/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system's parent entity is thomas jefferson university ("tju"). An independent certified public accounting ("cpa") firm audited the consolidated financial statements of the system for the fiscal years ended june 30, 2023 and june 30, 2022; respectively and issued a consolidated audited financial statement. An unmodified opinion was issued each year by the independent cpa firm. Tju's finance, assurance & compliance committee has assumed responsibility for the oversight of the audit of the consolidated financial statements, which includes the selection of an independent auditor.”

“The organization is an affiliate within thomas jefferson university/jefferson health; a comprehensive professional university and tax-exempt integrated healthcare delivery system ("system"), with a tripartite mission of education, research and patient care. The system engaged an independent accounting firm to prepare and issue a system wide consolidated audit as set forth in the uniform guidance, 2 C.F.R., part 200, subpart f. This organization was included in the system wide uniform guidance audit.”

“Description:purchased services total fees:xxx-xx-xxxx”

“Description:consulting fees total fees:24648328”

“Description:physician fees total fees:12527979”

“Description:billing & collection fees total fees:6052984”