2019-02-27T16:46:51-06:00 2018-06-30 450250958 EIDE BAILLY LLP 877 W MAIN ST STE 800 BOISE ID 83702 990 2017-07-01 237455145 HEALTHWISE INCORPORATED HEAL 2083451161 2601 N BOGUS BASIN ROAD BOISE ID 83702 Elizabeth Beem CFO 2083451161 2019-02-25 1 Kim Hunwardsen CPA P00484560 2083447150 2019-02-25 38.72.131.107 2019-02-25 10:50:18 MS P C15450F1F0891D513392A30D32ED2CA8EB96BF9A E3B96EF6EB1F71A28E9A044EB2088E22A2328E47 2017 2019-02-21 02:37:17Z Adam Husney 2601 N BOGUS BASIN ROAD BOISE ID 83702 58120648 0 X www.healthwise.org X 1975 ID To help people make better health decisions. 10 9 325 0 14565 1482 0 0 44540505 44824462 80796 195049 0 0 44621301 45019511 2020486 4500 0 0 33548103 30199991 0 0 0 10215674 9606085 45784263 39810576 -1162962 5208935 34788154 39754805 5646097 5284497 29142057 34470308 X The Healthwise mission is to help people make better health decisions. 0 0 31150145 4500 44824462 Everything Healthwise does is in support of their mission to help people make better health decisions. The focus is on getting the right information and tools to the right person at the right time to help them do three things critical to the improvement of health care in America:1. To help individuals provide as much care for themselves as they can do. This includes medical self-care and wellness activities along with navigating the health care system.(Continued on Schedule O)2. To help individuals ask for the care they need. We give the patient plain-language guidelines for when medications, treatments and tests are recommended for specific medical conditions.3. To help them say "no" to care that is not right for them. It is often up to the patient to determine when the risks of a treatment outweigh the benefits.People turn to Healthwise information to learn how to do more for themselves, ask for the care they need, and say "no" to the care they don't need. Our mission is achieved every time an individual uses our information and tools to make better health decisions. 31150145 1 0 0 1 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 80 0 1 325 1 1 1 0 0 0 0 0 0 0 0 0 X 10 9 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 1 1 1 1 0 MA X Elizabeth Beem CFO 2083451161 2601 N Bogus Basin Road Boise ID 83702 A James Balkins III Chair of the Board 2.00 X X 2000 0 0 Richard Skinner Vice Chair of the Board 2.00 X X 2500 0 0 James R Bell Director 2.00 X 4500 0 0 John Billings Director 2.00 X 4500 0 0 Clarence H Braddock III Director 2.00 X 3000 0 0 James Everett Director 2.00 X 3000 0 0 Margaret O'Kane Director 2.00 X 0 0 0 Ruth Prince Director 2.00 X 3000 0 0 Ebony Boulware Director 2.00 X 1500 0 0 Robert E Kyte CEO 50.00 X X 337929 0 114205 Darra N Wray CFO (Left Mid-Year) 50.00 X 229568 0 33763 Elizabeth Beem CFO (From Mid-Year) 50.00 X 115896 0 26210 James V Giuffre President (Left Mid-Year) 50.00 X 408055 0 42042 Adam Husney President & Chief Medical Officer 50.00 X 295328 0 42145 Miriam Beecham Chief Strategy & Product Officer 50.00 X 225749 0 33919 Kevin Harbauer Chief Technology Officer 50.00 X 228981 0 30106 David Mink Chief Client Officer 50.00 X 201686 0 30326 Tammy Zokan General Counsel 50.00 X 211589 0 20822 Neal Benz Vice President (Left Mid-Year) 50.00 X 186625 0 11994 Debbie Johnson Account Executive 50.00 X 233202 0 34000 Leslie Kelly Hall Sr. Vice President (Left Mid-Year) 50.00 X 218393 0 13421 Benjamin Moulton Sr. Vice President (Left Mid-Year) 50.00 X 187056 0 12748 James Watkins Vice President 50.00 X 181754 0 17848 Stephen Arnt Former Chief Operating Officer 50.00 X 192753 0 10270 Jason Burum Former Chief Client Officer 50.00 X 176149 0 7495 Michael Barry Former President, IMDF 50.00 X 377130 0 8888 4031843 0 490202 72 1 1 0 DavisMoore 805 W Idaho St Boise ID 83702 Consulting Services 176698 Ropes & Gray LLP 1601 Nanjing Road West Shanghai CH Legal Services 137257 Coalfire Systems PO Box 123754 Dallas TX 75312 Security Audit Services 100349 3 Electronic Product Revenue 519130 42985778 42971213 14565 Custom Product and Service Revenu 519130 1760842 1760842 Self-Care Guide Revenue 519130 77376 77376 466 466 44824462 329290 329290 12966896 13101137 -134241 -134241 -134241 45019511 44809897 14565 195049 2000 2000 2500 2500 2942413 1674973 1267440 21880833 19166147 2714686 1267817 1105661 162156 2376163 1788151 588012 1732765 1484980 247785 109644 109644 53125 53125 1334204 899807 434397 89512 89512 101001 13296 87705 1810496 1581367 229129 722990 72 722918 991025 849588 141437 481719 59397 422322 818874 818874 362302 362302 Costs directly related 2349288 2349288 Dues and Subscriptions 125032 82747 42285 Bad debt expense 100912 100912 Sales and Use Tax 81839 81839 74122 659 73463 39810576 31150145 8660431 0 4973080 6890618 2922402 2029655 6161967 6342013 5 0 918530 1051055 17778547 8631523 9795256 9147024 10016914 14294440 34788154 39754805 4507168 4070956 1138929 1213541 5646097 5284497 X 29142057 34470308 29142057 34470308 34788154 39754805 5208935 119316 0 X 0 1 X 1 0 X 23143374 77971 23221345 34195325 36045580 42889391 44540505 44809897 202480698 57338699 36123551 42889391 44540505 44809897 225702043 0 6481514 11975904 12428245 4608987 14041095 49535745 6481514 11975904 12428245 4608987 14041095 49535745 176166298 120539 259591 405680 360449 329290 1475549 14565 14565 120539 259591 405680 360449 343855 1490114 2994 6308 2092 11394 57462232 36389450 43297163 44900954 45153752 227203551 0.77540 0.78130 0.00660 0.00570 X Schedule A, Part III, Line 12, Explanation of Other Income: Customer Finance Charges - 2013 Amount: $ 2,994. 2014 Amount: $ 6,308. 2015 Amount: $ 2,092. 0 0 0 31150145 31150145 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 12453 6837 3625 0 22915 250000 250000 250000 250000 1000000 1500000 1275909 1275909 11886224 4991844 6894380 4616414 3639679 976735 9147024 X 45150385 119316 119316 45031069 -11558 -11558 45019511 39822134 11558 11558 39810576 0 39810576 Part X, Line 2: The Organization is organized as an Idaho nonprofit corporation and has been recognized by the Internal Revenue Service (IRS) as exempt from federal income taxes under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3), qualifies for the charitable contribution deduction under Sections 170(b)(1)(A)(viii) and has been determined not to be a private foundation under Sections 509(a)(2). The Organization is annually required to file a Return of Organization Exempt from Income Tax (Form 990) with the IRS. In addition, the Organization is subject to income tax on net income that is derived from business activities that are unrelated to the exempt purposes. The Organization files an Exempt Organization Business Income Tax Return (Form 990-T) with the IRS to report its unrelated business taxableincome. The Organization believes that it has appropriate support for any tax positions taken affecting its annual filing requirements, and as such, does not have any uncertain tax positions that are material to the financial statements. The Organization would recognize future accrued interest and penalties related to unrecognized tax benefits and liabilities in income tax expense if such interest and penalties are incurred. Part XI, Line 4b - Other Adjustments: Foreign Exchange Loss reported in expenses on financial statements. -11,558. Part XII, Line 2d - Other Adjustments: Foreign Exchange Loss reported in expenses on financial statements. 11,558. Europe 0 0 Program Services Health Information/Tools 5600 North America 0 0 Program Services Health Information/Tools and Client Visits/Travel Expenses 24600 0 0 0 0 0 0 30200 0 30200 0 0 0 0 0 0 X X X X 1 1 0 1 0 0 0 1 0 Robert E Kyte CEO 324045 0 13250 0 634 0 100262 0 14510 0 452701 0 0 0 Darra N Wray CFO (Left Mid-Year) 222334 0 7000 0 234 0 16037 0 18293 0 263898 0 0 0 James V Giuffre President (Left Mid-Year) 97959 0 309674 0 422 0 34776 0 7644 0 450475 0 277084 0 Adam Husney President & Chief Medical Officer 289337 0 5770 0 221 0 24418 0 18294 0 338040 0 0 0 Miriam Beecham Chief Strategy & Product Officer 218315 0 6750 0 684 0 16193 0 18293 0 260235 0 0 0 Kevin Harbauer Chief Technology Officer 221727 0 6750 0 504 0 12379 0 18294 0 259654 0 0 0 David Mink Chief Client Officer 174709 0 26473 0 504 0 12600 0 18282 0 232568 0 0 0 Tammy Zokan General Counsel 205870 0 5575 0 144 0 13983 0 7406 0 232978 0 0 0 Neal Benz Vice President (Left Mid-Year) 85685 0 4055 0 96885 0 6184 0 6033 0 198842 0 0 0 Debbie Johnson Account Executive 91908 0 140757 0 537 0 16274 0 18118 0 267594 0 0 0 Leslie Kelly Hall Sr. Vice President (Left Mid-Year) 102986 0 6394 0 109013 0 7688 0 6016 0 232097 0 0 0 Benjamin Moulton Sr. Vice President (Left Mid-Year) 181364 0 5386 0 306 0 12748 0 284 0 200088 0 0 0 James Watkins Vice President 155058 0 26283 0 413 0 11009 0 7405 0 200168 0 0 0 Stephen Arnt Former Chief Operating Officer 80082 0 0 0 112671 0 5839 0 4573 0 203165 0 0 0 Jason Burum Former Chief Client Officer 69245 0 0 0 106904 0 4009 0 3628 0 183786 0 0 0 Michael Barry Former President, IMDF 126972 0 250000 0 158 0 8888 0 142 0 386160 0 250000 0 Part I, Lines 4a-b Stephen Arnt was the Chief Operating Officer for Healthwise. Under the terms of a Separation Agreement dated March 24, 2017, and in exchange for a general release of claims and a confidential and proprietary developments acknowledgement, Mr. Arnt received a lump sum payment of $112,500, less applicable taxes. Jason Burum was the Chief Client Officer for Healthwise. Under the terms of a Separation Agreement dated March 24, 2017, and in exchange for a general release of claims and a confidential and proprietary developments acknowledgement, Mr. Burum received a lump sum payment of $106,850, less applicable taxes. Neal Benz was the Vice President of Technology and Operations. Under the terms of a Special Voluntary Resignation Program, and in exchange for a general release of claims and a confidential and proprietary developments acknowledgement, Mr. Benz received a severance payment of $96,492, less applicable taxes. Leslie Kelly Hall was the Senior Vice President of Policy. Under the terms of a Special Voluntary Resignation Program, and in exchange for a general release of claims and a confidential and proprietary developments acknowledgement, Ms. Kelly Hall received a severance payment of $108,300, less applicable taxes. On July 22, 2011 the Organization entered into a retention agreement with its President and Chief Operation Officer (COO), James Giuffre, to provide incentive compensation to him to continue his employment with the Organization. Under the terms of this agreement, the Organization will pay the COO a lump sum payment of $300,000 provided he remains employed by the Organization through July 15, 2017. Schedule J, Column C and Part VII, Section A, Form 990 include $22,916 of accrued compensation for the calendar year 2017 and Column B(ii) includes a payment totaling $300,000 in calendar year 2017. In April 2014, the Organization entered into a retention agreement with its Chief Science Officer, Michael Barry, to provide incentive compensation to him to continue his employment with the organization. Under the terms of this agreement, the Organization will pay the CSO a lump sum payment of $250,000 provided he remains employed by the Organization through April 1, 2019. Also, the agreement provides for the lump sum payment if his employment is terminated prior to the retention date due to death, disability, specified change of control events or by the employee for good reason or by the Organization for other than cause (as specified and defined in the agreement). In March of 2017 as part of a grant to Massachusetts General Hospital, Mr. Barry left Healthwise to work on the grant at MGH. This event triggered payment of the retention agreement. Schedule J, Column B(ii) and Part VII, Section A Form 990 includes a payment totaling $250,000 in calendar year 2017. On February 25, 2016 the Organization entered into a retention agreement with Robert E. Kyte, CEO, to provide incentive compensation to continue his employment with the Organization. Under the terms of the agreement, the Organization will pay the CEO a lump sum of $375,000 provided he remains continuously employed until June 1, 2021. Schedule J, Column C and Part VII, Section A, Form 990 include $75,000 of accrued compensation for the calendar year 2017. Part I, Line 5 In order for Healthwise to meet its mission of maximizing delivery of consumer health information and tools, Healthwise works with a variety of organizations that are active in the field of health education ranging from other nonprofit organizations to for-profit web portals. In order to accomplish this exempt mission, a small number of our employees are charged with the assignment of enhancing our distribution through building relationships with these organizations. The compensation plans are designed to bring sales incentive compensation into alignment with Healthwise's strategy emphasizing the achievement of our mission by increasing market share growth through new client acquisition. In developing the plan, Healthwise follows the principles of respect, teamwork, and do the right thing. These Healthwise employees' compensation is based partially on the results of their efforts tied to gross revenues received. It should be noted that none of the compensation is paid on net earnings. The setting of these employees' total compensation is reviewed carefully in comparison to market studies as benchmarks for reasonableness. Part I, Line 7 If the mission accomplishment is achieved, the Board takes into account the financial capabilities of Healthwise to pay such additional compensation so as not to jeopardize its operating ability, as well as reviews total compensation to assure that all compensation falls within the reasonable remuneration factors as a tax-exempt organization. Once the Board establishes if there will be a payment and determines the percentage of base pay used to calculate such payment, then the formula used to determine the payment is applied to all employees, including officers. When paid, the amount of such mission based remuneration is a percentage of the employee's compensation. Certain officers of Healthwise are eligible for this additional compensation based on a multiplier of up to 2.0 times the Board approved percentage. Form 990, Part VI, Section A, line 8b There are no committees with broad authority to act on behalf of the board. Form 990, Part VI, Section B, line 11b Prior to filing the Form 990, The CEO, CFO, and General Counsel conduct a review and then each member of the Board of Directors is provided a copy of the Form 990 to review. The directors are encouraged to ask any questions regarding the filing and are given the opportunity to contact the CEO, CFO and/or General Counsel. If a regular board meeting is not scheduled prior to the filing, then at the discretion of the board, if they deem it advisable, a special meeting may be called to discuss the Form 990. Form 990, Part VI, Section B, line 12c All directors and officers are required to comply with the Healthwise conflict of interest policy during their employment or service. Annually, they are required to sign a statement affirming: they have read and understand the Healthwise Conflict of Interest Policy regarding interested persons/financial interest, agree to comply with the Policy, understand that Healthwise is a charitable organization and, to maintain its Federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes. This statement also requires they specify if they do or not have an actual or possible conflict of interest (as defined in the Policy) and if so, that they disclose this information. The General Counsel reviews the completed statements and presents any disclosed actual or possible conflicts of interest to the Board and/or Audit, Finance and Compensation Committee for review and a determination of whether a conflict exists, and if so, address such conflict. In addition, the General Counsel annually reviews with the Board and/or Audit, Finance and Compensation Committee transactions between Healthwise and organizations, which have an affiliation with a director or officer involving a financial interest (based on their completed statements) for a determination of whether a conflict exists and to seek approval or ratification of the transaction and its related agreements, as necessary. Form 990, Part VI, Section B, line 15 The following procedures are in place for setting and reviewing CEO, officers and key employees' compensation: 1. Compensation is reviewed and approved by the Audit, Finance and Compensation Committee (AFC Committee). Persons with conflicts of interest for a particular position are not involved in review or approval for such position. 2. Compensation is reviewed and approved using comparable compensation data provided by an independent compensation company for similarly qualified persons in functionally comparable positions at similarly situated organizations. The source data used is based on multiple compensation surveys. 3. There is contemporaneous documentation and record keeping with respect to the deliberations and decisions regarding the compensation arrangements. The documentation includes terms of compensation, members of the Committee/Board present for the decision and discussion, comparable data used and the basis for the decision made. 4. The Board has access to all AFC Committee decisions regarding the results of this process and, in addition, the Board directly handled the setting of the compensation for the CEO. 5. Additionally, the AFC Committee periodically engages independent compensation consultants to review and analyze total compensation for specific officer positions, and the terms and compensation relating to retention and incentive compensation agreements and severance plans, against survey and/or peer group data and/or industry and comparable benchmark data. In connection with these engagements, the AFC Committee generally seeks an opinion from the independent compensation consultant on the reasonableness of the compensation package and/or terms relating to the retention and/or incentive agreement or severance plan. The review, deliberation and approval specified in items 1-4 above along with the analysis and opinion of the independent compensation consultant was used by the AFC Committee and Board with regard to Plan compensation matters and compensation of the CEO. Form 990, Part VI, Section C, line 19 A copy of any of these documents, such as but not limited to, the Form 990, Articles of Incorporation, Bylaws, Conflict of Interest Policy and Financial Statements are available upon request from the CEO, General Counsel or the CFO's office.