2023-05-13T08:46:47-05:00 2022-06-30 410746749 CLIFTONLARSONALLEN LLP 10700 NORTHUP WAY SUITE 200 BELLEVUE WA 98004 990 2021-07-01 421193185 GREAT RIVER HEALTH SYSTEM INC GREA 3197681000 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 JEREMY ALEXANDER CFO 3197681000 2023-05-12 1 JEREMY ALEXANDER XXX-XX-XXXX KURT BENNION CPA P01469618 4252506100 2023-05-12 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z DR MICHAEL MCCOY 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 27783691 0 X WWW.GREATRIVERHEALTH.ORG X 1983 IA TO SERVE AS A HOLDING COMPANY OF VARIOUS SUBSIDIARIES PROVIDING HEALTH CARE. 6 5 401 12 0 0 0 1550000 11345717 26232417 1272 1183 1243 91 11348232 27783691 0 0 0 0 11139375 24133137 0 0 0 632483 2541656 11771858 26674793 -423626 1108898 45236336 42916659 3851442 3050644 41384894 39866015 GREAT RIVER HEALTH SYSTEM, INC. (GRHS) IS A NON-STOCK, NOT-FOR-PROFIT CORPORATION ORGANIZED FOR THE PURPOSE OF SERVING AS A HOLDING COMPANY OF VARIOUS SUBSIDIARIES PROVIDING HEALTH CARE. 0 0 0 0 26232417 GREAT RIVER HEALTH SYSTEM IS A REGIONAL INTEGRATED HEALTH-SYSTEM THAT INCLUDES SOUTHEAST IOWA REGIONAL MEDICAL CENTER, PHARMACIES, MEDICAL EQUIPMENT AND SUPPLIES PROVIDERS, AND PHYSICIAN CLINICS. 1 1 0 0 0 0 0 0 0 0 1 1 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 1 1 0 0 1 2 0 1 401 1 0 0 0 0 0 0 0 0 0 0 0 0 X 6 5 1 1 0 0 0 0 0 1 0 0 1 1 1 1 1 1 1 1 1 1 0 X CHERYL ALBIN 3197681000 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 MATT WENZEL PRESIDENT/CEO 24.00 16.00 X X 0 1109111 58133 JEREMY ALEXANDER CFO 1.00 42.00 X 0 588955 47947 DOUG MARTIN CHAIRMAN 1.00 3.00 X X 0 0 0 ROBERT ENGBERG VICE CHAIRMAN 1.00 3.00 X X 0 0 0 CARLA MCNAMEE DIRECTOR & SECRETARY/TREASURER 1.00 1.00 X X 0 0 0 TERRI DOWELL SECRETARY/TREASURER (THRU MAR 2022) 1.00 3.00 X X 0 0 0 DEANNA BARR DIRECTOR 1.00 1.00 X 0 0 0 JOHN MCKILLIP DIRECTOR 1.00 1.00 X 0 0 0 DAN WIEDEMEIER DIRECTOR (THRU DEC. 2021) 1.00 1.00 X 0 0 0 0 1698066 106080 0 0 1 0 ONENECK IT SOLUTIONS LLC 11191 AURORA AVE URBANDALE IA 50322 SOFTWARE CONSULTANT 420530 HURON CONSULTING SERVICES LLC 3005 MOMENTUM PLACE CHICAGO IL 60689 IT CONSULTANTS 295045 DELIGHT GHJ HOLDINGS GROUP 254 FARRINGTON BLVD NORTH BRUNSWICK NJ 08902 SOFTWARE CONSULTANT 181560 ADAMS MANAGEMENT SERVICES CORP 336 BROAD STREET SUITE 300 ROME GA 30161 STRATEGIC PLAN DEVELOPMENT CONSULTANTS 167100 HEARTLAND BUSINESS SYSTEMS 1700 STEPHEN STREET LITTLE CHUTE WI 54140 IT CONSULTANTS 141243 7 1550000 1550000 ADMINISTRATIVE REVENUE 561000 26232417 26232417 26232417 1183 1183 MISCELLANEOUS REVENUE 900099 91 91 91 27783691 26232417 0 1274 19046640 19046640 3731477 3731477 1355020 1355020 2309407 2309407 54686 54686 54450 54450 7 7 DUES, FEES & PERMITS 68676 68676 REPAIRS 54180 54180 SUPPORT COST 250 250 26674793 0 26674793 0 29700 27200 3181376 3996024 1977118 40410 10000 276913 313185 0 14250 313185 40023892 37396110 0 866817 45236336 42916659 3259785 3050644 591657 0 3851442 3050644 X 41384894 39866015 41384894 39866015 45236336 42916659 X 1108898 -2627777 X X 0 1 X 1 0 X X 2 SOUTHEAST IOWA REGIONAL MEDICAL CENTER 420680407 3 0 0 0 HENRY COUNTY HEALTH CENTER 862701018 3 0 0 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 PART IV, SECTION D, LINE 3 THE CEO IS A VOTING MEMBER OF EACH BOARD OF DIRECTORS AND AS SUCH HE ENSURES THAT ALL ORGANIZATIONS OPERATE IN AGREEMENT UNDER THE LEADERSHIP OF GREAT RIVER HEALTH SYSTEM INC, THE PARENT COMPANY. PART IV, SECTION E, LINE 3B GRHS IS THE PARENT COMPANY OF VARIOUS SUBSIDIARY ORGANIZATIONS. GRHS SHALL SET POLICY EXPECTATIONS AND ALL SUBSIDIARY CORPORATIONS AND AFFILIATED ORGANIZATIONS SHALL CONDUCT THEMSELVES IN A MANNER TO SUPPORT SUCH INITIATIVES. ANY CONFLICT OR AMBIGUITY BETWEEN THESE BYLAWS AND THE BYLAWS OR GOVERNING DOCUMENTS OF ANY SUBSIDIARY CORPORATION, HOSPITAL MEDICAL STAFF OR AFFILIATED ORGANIZATION SHALL BE RESOLVED IN FAVOR OF THESE BYLAWS. ANY ACTION, EVEN A DELEGATED ACTION, MAY BE CANCELED, AMENDED OR OTHERWISE CHANGED BY THE GRHS BOARD, IN ITS SOLE DISCRETION. THE GRHS BOARD OF DIRECTORS, IN ADDITION TO THE GENERAL POWERS CONFERRED BY LAW AND THESE BYLAWS SHALL HAVE THE FOLLOWING SPECIFIC POWERS AS RELATED TO ANY SUBSIDIARY CORPORATION OR ORGANIZATION: 1. ELECT OR REMOVE THE BOARD OF DIRECTORS, OR ANY OTHER MEMBER OF THE BOARD OF DIRECTORS OF A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 2. AMEND THE ARTICLES OF INCORPORATION OR THE BYLAWS OF A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 3. DISSOLVE A SUBSIDIARY CORPORATION AND/OR ANY AFFILIATED ORGANIZATION OR APPROVE THE MERGER OF A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) WITH ANY OTHER CORPORATE ENTITY 4. APPROVE STRATEGIC OR OTHER BUSINESS PLANS FOR A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 5. APPROVE CAPITAL AND OPERATING BUDGETS OF A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 6. APPROVAL OF ANY INDEBTEDNESS INCURRED BY A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 7. TRANSFER, SALE OR CLOSURE OF ANY FACILITY, DEPARTMENT OR FUNCTION OF A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 8. APPROVE ANY CHARITABLE DISBURSEMENTS, WHETHER INTERNAL OR EXTERNAL, IN EXCESS OF ONE HUNDRED THOUSAND DOLLARS IN THE AGGREGATE DURING ANY FISCAL YEAR, MADE BY A SUBSIDIARY CORPORATION OR ANY FOUNDATION ENTITY ASSOCIATED WITH HOSPITAL 9. THE SALE, DISPOSITION, OR ANY ENCUMBRANCE (OTHER THAN ROUTINE LEASE TRANSACTIONS) OF ANY REAL ESTATE OWNED BY A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION 10. ADOPT, AMEND, OR TERMINATE EMPLOYEE BENEFIT PROGRAMS OR PLANS OF A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 11. APPOINT OR TERMINATE THE CHIEF EXECUTIVE OFFICER OF A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 12. APPROVE THE ELECTION OF ANY OFFICER OR CHAIRPERSON OF THE BOARD OF DIRECTORS OF A SUBSIDIARY CORPORATION AND ANY AFFILIATED ORGANIZATION(S) 13. TO TAKE ANY OTHER ACTION NECESSARY DEEMED IN THE BEST INTERESTS OF GRHS PART IV, SECTION E, LINE 3A GREAT RIVER HEALTH SYSTEM, INC (GRHS) IS THE PARENT AND SOLE MEMBER OF ALL SUBSIDIARIES. GRHS HAS THE SOLE POWER TO ELECT OR REMOVE ALL BOARD MEMBERS OF THE SUPPORTED ORGANIZATIONS. PART IV, SECTION A, LINE 1: GREAT RIVER HEALTH SYSTEM, INC IS THE PARENT COMPANY OF ALL ITS SUBSIDIARY ORGANIZATIONS. ITS MISSION AND PURPOSE IN ITS GOVERNING DOCUMENTS IS TO SUPPORT ALL OF ITS SUBSIDIARIES, WHICH INCLUDES SOUTHEAST IOWA REGIONAL MEDICAL CENTER, INC AND HENRY COUNTY HEALTH CENTER, INC. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 14250 14250 298935 298935 313185 INVESTMENT IN FOR-PROFIT SUBSIDIARIES 37396110 F 37396110 X PART X, LINE 2: THE ORGANIZATION AND ITS THREE NOT-FOR-PROFIT SUBSIDIARIES ARE EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. HOWEVER, THE ORGANIZATION IS SUBJECT TO FEDERAL INCOME TAX ON ANY UNRELATED BUSINESS TAXABLE INCOME. MANAGEMENT HAS EVALUATED THEIR INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW, MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE CONSOLIDATED FINANCIAL STATEMENTS. 0 0 0 0 0 0 0 0 0 MATT WENZEL PRESIDENT/CEO 0 856956 0 248615 0 3540 0 14500 0 43633 0 1167244 0 0 JEREMY ALEXANDER CFO 0 492989 0 94670 0 1296 0 14500 0 33447 0 636902 0 0 PART I, LINE 3 THE COMPENSATION OF THE OFFICERS IS PAID BY RIVERVIEW SYSTEMS LTD., A RELATED ORGANIZATION, BUT DETERMINED BY GREAT RIVER HEALTH SYSTEM. THE FOLLOWING WERE USED BY GREAT RIVER HEALTH SYSTEM IN DETERMINING THE OFFICERS COMPENSATION: 1. COMPENSATION COMMITTEE 2. INDEPENDENT COMPENSATION CONSULTANT 3. FORM 990 OF OTHER ORGANIZATIONS 4. WRITTEN EMPLOYMENT CONTRACT 5. COMPENSATION SURVEY OR STUDY 6. APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE FORM 990, PART VI, SECTION A, LINE 2 MATT WENZEL AND JEREMY ALEXANDER HAVE BUSINESS RELATIONSHIPS BY SERVING AS OFFICERS AND/OR BOARD MEMBERS OF FOR-PROFIT SUBSIDIARIES OF GREAT RIVER HEALTH SYSTEM. FORM 990, PART VI, SECTION A, LINE 3 ALL EXECUTIVE LEADERSHIP FUNCTIONS ARE PROVIDED BY MUTUAL CONSULTING AND MANAGEMENT SERVICES, INC. MUTUAL CONSULTING AND MANAGEMENT SERVICES IS A SUBSIDIARY OF RIVERVIEW SYSTEMS LTD, WHICH IS A SUBSIDIARY OF GREAT RIVER HEALTH SYSTEM, INC. FORM 990, PART VI, SECTION A, LINE 8B THERE WERE NO COMMITTEES WITH THE AUTHORITY TO ACT ON BEHALF OF THE BOARD. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN EXTERNAL ACCOUNTANT. A DRAFT OF THE FORM 990 IS REVIEWED IN DETAIL BY A MEMBER OF THE ACCOUNTING DEPARTMENT, DIRECTOR OF FINANCE AND CFO. ANY NECESSARY ADJUSTMENTS ARE MADE PRIOR TO FINALIZING THE FORM. A COPY OF THE FINAL FORM 990 IS MADE AVAILABLE TO THE BOARD MEMBERS FOR THEIR REVIEW PRIOR TO FILING WITH THE IRS. ANY QUESTIONS OF THE BOARD MEMBERS ARE ADDRESSED THROUGH THE ACCOUNTING DEPARTMENT. FORM 990, PART VI, SECTION B, LINE 12C BOTH CORPORATE AND SUBSIDIARY BOARD MEMBERS ARE PROVIDED EDUCATION REGARDING CONFLICTS OF INTEREST. THIS EDUCATION IS PROVIDED BY THE CHIEF COMPLIANCE OFFICER. ALL BOARD MEMBERS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE FORM. RELATIONSHIPS NOTED ON THIS FORM MAY BE DISCUSSED WITH THE RESPECTIVE BOARD MEMBER IF THERE ARE QUESTIONS. IF AN INDIVIDUAL HAS A CONFLICT OF INTEREST, THEY MAY NOT PARTICIPATE IN DISCUSSIONS RELATING TO THE TRANSACTION IN QUESTION AND MAY NOT VOTE ON MATTERS RELATED TO THE TRANSACTION. CONFLICT OF INTEREST PROCEEDINGS ARISING FROM CONFLICTS OF INTEREST ARE DOCUMENTED IN THE BOARD MINUTES. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION OF THE OFFICERS OF GREAT RIVER HEALTH SYSTEM IS PAID BY A RELATED FOR-PROFIT SUBSIDIARY. THE COMPENSATION FOR THE CEO AND OTHER OFFICERS IS DETERMINED BY THE EXECUTIVE COMPENSATION COMMITTEE OF GREAT RIVER HEALTH SYSTEM. THE ROLE OF THE COMPENSATION COMMITTEE IS TO ACT ON BEHALF OF THE BOARD IN ADOPTING, REVIEWING AND MAINTAINING AN EXECUTIVE COMPENSATION PHILOSOPHY. THE COMPENSATION COMMITTEE IS COMPRISED OF FIVE BOARD MEMBERS, ALL OF WHOM ARE INDEPENDENT FROM THE CEO AND OTHER OFFICERS. THE COMPENSATION COMMITTEE REVIEWS THE COMPENSATION OF THE CEO AND OTHER OFFICERS ON AN ANNUAL BASIS. THE DELIBERATIONS AND DECISIONS ARE DOCUMENTED IN MINUTES TAKEN AT THE MEETINGS. GREAT RIVER HEALTH SYSTEM PARTICIPATES AND UTILIZES THREE EXECUTIVE SALARY SURVEYS TO DETERMINE COMPENSATION RANGES. THE COMMITTEE REVIEWS PREVAILING MARKET DATA TO ENSURE CONTINUED MARKET COMPETITIVENESS. THE COMPENSATION COMMITTEE ALSO ENGAGES AN INDEPENDENT THIRD PARTY COMPENSATION CONSULTING GROUP BIENNIALLY TO ASSESS AND VALIDATE THE ENTIRETY OF THE EXECUTIVE COMPENSATION AND BENEFITS PACKAGES TO ENSURE REGULATORY COMPLIANCE, EXTERNAL COMPETITIVENESS, AND INTERNAL EQUITY. THE MOST RECENT YEAR OF AN INDEPENDENT THIRD PARTY REVIEW WAS 2022. FORM 990, PART VI, SECTION C, LINE 19 GREAT RIVER HEALTH SYSTEM MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: LOSS ON INVESTMENT IN SUBSIDIARIES -2,627,777. FORM 990, PART XII, LINE 2C: THE PROCESS FOR OVERSIGHT AND SELECTION OF AN INDEPENDENT ACCOUNTANT HAS NOT CHANGED FROM THE PRIOR YEAR. SOUTHEAST IOWA REGIONAL MEDICAL CENTER 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 420680407 HOSPITAL IA 501(C)(3) LINE 3 GREAT RIVER HEALTH SYSTEM INC 1 GRHS HOLDINGS INC 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 421193186 SUPPORT RELATED ORGANIZATIONS IA 501(C)(3) LINE 12B, II GREAT RIVER HEALTH SYSTEM INC 1 GREAT RIVER HEALTH FOUNDATION INC 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 421446727 SUPPORT RELATED ORGANIZATIONS IA 501(C)(3) LINE 12B, II GREAT RIVER HEALTH SYSTEM INC 1 HENRY COUNTY HEALTH CENTER INC 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 862701018 HOSPITAL IA 501(C)(3) LINE 3 GREAT RIVER HEALTH SYSTEM INC 1 RIVERVIEW SYSTEMS LTD 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 421191960 MEDICAL SERVICES IA GRHS C 9861197 144027975 1.00000 1 GREAT RIVER MEDICAL SERVICES INC 1201 WEST AGENCY ROAD WEST BURLINGTON IA 52655 421493449 MEDICAL SERVICES IA GRHS C 1.00000 1 MUTUAL CONSULTING & MANAGEMENT SERVICES 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 421349668 MANAGEMENT SERVICES IA RIVERVIEW SYSTEMS LTD C 6370826 20773286 1.00000 1 HERITAGE PARK PHARMACY 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 421191957 PHARMACY IA RIVERVIEW SYSTEMS LTD C 3224254 20631533 1.00000 1 HERITAGE MEDICAL EQUIPMENT & SUPPLY 1221 SOUTH GEAR AVENUE WEST BURLINGTON IA 52655 421191958 MEDICAL SUPPLY IA RIVERVIEW SYSTEMS LTD C 1887272 4001070 1.00000 1 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 SOUTHEAST IOWA REGIONAL MEDICAL CENTER C 1550000 CASH