2015-05-13T07:47:05-05:00 2014-06-30 450250958 Eide Bailly LLP 800 Nicollet Mall Ste 1300 Minneapolis MN 554027033 990 2013-07-01 460372454 Regional Health Physicians Inc REGI 6057559130 2925 Regional Way Rapid City SD 57701 Mark Thompson CFO 6057559027 2015-05-08 1 Kim Hunwardsen CPA P00484560 6122536500 2015-05-08 2013 2016-03-07 17:11:31Z Brent Phillips 2925 Regional Way Rapid City SD 57701 57203958 0 X www.regionalhealth.com X 2003 SD To provide and support health care excellence in partnership with the communities we serve. 13 9 737 14 0 0 27369 36930 54031367 57070265 35525 67143 25477 -638 54119738 57173700 0 0 0 0 52942806 57827257 0 0 0 26040255 26038718 78983061 83865975 -24863323 -26692275 14347091 12544680 148814230 173704094 -134467139 -161159414 X To provide and support health care excellence in partnership with the communities we serve. 0 0 5776951 4797088 Regional Health Physicians Spearfish Queen City Regional Medical Clinic Primary Care - provide clinic services to patients. 5186582 6817288 Regional Health Physicians Spearfish Surgery Center Specialty Hospital - provide ambulatory surgery services. 4667550 3485302 Regional Health Physicians Aspen Regional Medical Clinic Primary Care - provide clinic services to patients. 47333925 41970587 Regional Health maintains clinics in surrounding communities to provide general and specialized medical services to people within the Black Hills Region. 47333925 41970587 62965008 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 X 0 0 737 1 0 0 0 0 0 0 0 0 0 0 X 13 9 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 0 X Mark Thompson 6057559127 2925 Regional Way Rapid City SD 57701 Tom Morrison Chairman 1.90 0.00 X X 0 0 0 Peter J Cappa Vice Chairman 1.70 1.80 X X 0 0 0 Roy Steven Dishman Treasurer 0.50 2.60 X X 0 0 0 Lia Green Secretary 2.00 0.00 X X 0 0 0 John E Brewer Director 1.90 0.00 X 0 0 0 Jonathan H Dahlstrom Director 2.00 0.00 X 0 925 0 Steven G Frost MD Director 1.60 0.00 X 0 1800 0 Terry M Graber MD Director 41.00 1.10 X 431010 0 38518 Ross W McKie Director 1.80 0.00 X 0 0 0 Priscilla Romkema Director 2.00 0.00 X 0 0 0 Lisa Seaman Director 0.40 2.10 X 0 0 0 Michael Statz MD Director 2.00 0.00 X 0 78000 0 Charles E Hart MD President/CEO 7.90 52.10 X X 0 1054199 24693 Mark A Thompson VP CFO 7.30 47.70 X 0 407685 49642 John Y Pierce COO 55.00 0.00 X 196246 0 24772 James M Keegan MD CMO RH / CEO RHP (Thru 7/1/13) 8.40 46.60 X 0 716300 14467 Joseph C Sluka Jr Executive VP / CAO 7.30 47.70 X 0 485122 52696 Mark F Brodin VP Decision Support 7.30 47.70 X 0 209138 19660 Sharmila M Chandran VP Corporate Responsibility 7.30 47.70 X 0 156536 11749 Michael G Diedrich VP Human Resources - Interim 7.30 47.70 X 0 192861 13852 Dale E Gisi VP Human Resources (Thru 8/14/13) 7.30 47.70 X 0 272869 16357 Jennifer D Horton VP PR Marketing 7.30 47.70 X 0 184553 27854 David L Klocke MD Chief Medical Officer 7.30 47.70 X 0 311124 31522 Richard S Latuchie VP Info Technology / CIO 7.30 47.70 X 0 307590 18302 Mary E Masten VP Legal Services 7.30 47.70 X 0 345898 28736 Garry K Dunn MD Radiology 40.00 0.00 X 0 930724 70937 Bart L Eastwood DO Orthopedic Surgery 40.00 0.00 X 0 765668 58413 Kipp A Gould MD Orthopedic Surgery 40.00 0.00 X 0 696445 41772 Wesley L Sufficool DO Bariatrics, General Surger 40.00 0.00 X 0 684704 43824 Wayne L Wittenberg MD Neurosurgery 40.00 0.00 X 0 770131 65298 627256 8572272 653064 102 0 1 0 Athena Health Inc 311 Arsenal St Waterown MA 02472 Computer Software-Practice Management Bi 3259148 Alliance Recruiting Resources PO Box 670416 Dallas TX 752670416 Temporary Physician Staffing Services 1361389 Application Technology Inc PO Box 765 Spearfish SD 57783 PC and Help Desk Support 569612 Mayo Collaborative Service PO Box 9146 Minneapolis MN 554809146 Patient Diagnostic Lab Tests 321406 Comphealth PO Box 972651 Dallas TX 753972651 Temporary Physician Staffing ServT 252145 7 36930 36930 Medical Clinics 621110 46542428 46542428 Specialty Hospital 623000 6271537 6271537 Outside Sales 900099 641441 641441 Intercompany 900099 75085 75085 3539774 3539774 57070265 67143 67143 29620 30258 -638 -638 -638 57173700 57070265 0 66505 1039603 753445 286158 47169288 40479786 6689502 930997 798964 132033 6088438 5224982 863456 2598931 2126838 472093 22748 22748 974 974 5676735 1976784 3699951 294839 89692 205147 224340 69037 155303 139780 100420 39360 1634731 325279 1309452 226495 154287 72208 377638 341958 35680 1566040 908485 657555 691286 506550 184736 Intercompany Supplies & 7208613 3001278 4207335 Medical Supplies 4080304 4080304 Maint Equip Contr 931713 389083 542630 Bad Debt Expense 717082 717082 2245400 920754 1324646 83865975 62965008 20900967 0 191679 -110294 5412148 7289791 203151 16664 47840 145421 9610176 5952965 7995229 3657211 6778 464395 1454395 32649 84714 14347091 12544680 3836349 4368783 144977881 169335311 148814230 173704094 X -134467139 -161159414 -134467139 -161159414 14347091 12544680 -26692275 0 X X 0 1 X 1 1 1 X 0 0 0 0 0 0 0 0 1 974 974 0 Part II-B, Line 1: Annual dues were paid to the American Hospital Association, a portion of which is applicable to lobbying activities. For fiscal year 2014, dues in the amount of $4,118 were paid to the American Hospital Association, 23.65% of which, ($974) were used for lobbying purposes. 1299891 830011 469880 8329408 5101949 3227459 -19123 21005 -40128 3657211 Intercompany Payable 169335311 169335311 X Part X, Line 2: Regional Health Physicians, Inc. is organized as a nonprofit corporation as described in Section 501(c)(3) of the Internal Revenue Code and is exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. Regional Health Physicians, Inc. is annually required to file a Return of Organization Exempt from Income Tax (Form 990) with the Internal Revenue Service (IRS). In addition, Regional Health Physicians, Inc. may be subject to income tax on income that is derived from business activities that are unrelated to its tax-exempt purpose. Regional Health Physicians, Inc. 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 consolidated financial statements. Regional Health Physicians, Inc. 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. Regional Health Physicians, Inc. federal Form 990T filings are no longer subject to federal tax examinations by tax authorities for years before 2010. 1 1 X 1 X 1 X 1 1 1 0 1 1 2382326 2382326 0.02870 5517043 3016373 2500670 0.03010 7899369 3016373 4882996 0.05880 9 1020 2871 2871 0.00000 23708766 16360874 7347892 0.08840 2 436 586 586 0.00000 11 1456 23712223 16360874 7351349 0.08840 11 1456 31611592 19377247 12234345 0.14720 1 604 604 0.00000 1 604 604 1 717082 20682 10877292 26243922 -15366630 X 1 1 1 1 Spearfish Regional Surgery Center 1316 N 10th Street Spearfish SD 57783 www.regionalhealth.com 11151 X Specialty Hospital Spearfish Regional Surgery Center 1 1 X X X X X X X X X 12 1 1 1 X www.regionalhealth.com/chna X X X X X 0 0 1 1 200.000000000000 1 250.000000000000 1 X X X 1 1 X X 1 0 X X X 0 X X 0 1 Spearfish Regional Surgery Center Part V, Section B, Line 3: As part of the community health needs assessment, one focus group was held on September 24, 2012. The focus group participants were comprised of 13 key informants, including representatives from public health, Indian Health Services, other health professionals, social service providers, and other community leaders. Participants were chosen because of their ability to identify primary concerns of the populations with whom they work, as well as of the community overall. Participants included a representative of public health, as well as several individuals who work with low-income, minority or other medically underserved populations, and those who work with persons with chronic disease conditions. Spearfish Regional Surgery Center Part V, Section B, Line 4: The Community Health Needs Assessment was undertaken by Regional Health, including: Rapid City Regional Hospital, Same Day Surgery Center, Spearfish Regional Hospital, Spearfish Regional Surgery Center, Sturgis Regional Hospital, Lead-Deadwood Regional Hospital and Custer Regional Hospital. Under a management contract with Regional Health, Hans P. Peterson Memorial Hospital in Philip, SD, also collaborated on the project. Hans P. Peterson Memorial Hospital provided funding for their portion of the assessment. Spearfish Regional Surgery Center Part V, Section B, Line 6i: The implementation strategy is available at: http://www.regionalhealth.com/About-Us/Community-Needs-Assessment.aspx?furl=chna or upon request. Spearfish Regional Surgery Center Part V, Section B, Line 7: In review of the needs identified in the CHNA, Spearfish Regional Surgery Center has identified the areas below that will not be addressed due to prioritization of health needs:1) Conditions of Aging: Limited expertise and population served excluded this as an area chosen for action by Spearfish Regional Surgery Center.2) Injury & Violence Prevention: Spearfish Regional Surgery Center believes this priority area falls within the purview of the county health department and other community organizations. Lower priority excluded this as an area chosen for action.3) Maternal, Infant, Child Health: Spearfish Regional Surgery Center does not have an obstetrical program and performs only a small volume of pediatric surgery. Lower priority excluded this as an area chosen for action.4) Nutrition, Physical Activity & Weight Status: Spearfish Regional Surgery Center contracts dietary and physical therapy services through Spearfish Regional Hospital. Limited expertise excluded this as an area chosen for action. 5) Oral Health: Spearfish Regional Surgery Center is the only facility in the Northern Hills providing general anesthesia dental service, however lower priority excluded this as an area chosen for action.6) Respiratory Diseases: Spearfish Regional Surgery Center contracts respiratory therapy services through Spearfish Regional Hospital. Lower priority excluded this as an area chosen for action.7) Substance Abuse: Spearfish Regional Surgery Center believes efforts outlined in its plan for mental health and mental health resources will also have a positive impact on substance abuse. A separate set of specific initiatives in this area is not justified at this time.8) Tobacco Use: Spearfish Regional Surgery Center is a tobacco-free facility. The facility provides smoking cessation screening to our patients and refers patients and employees to the South Dakota Quit Line for ongoing support. Lower priority excluded this as an area chosen for action.Spearfish Regional Surgery Center began to execute the implementation strategy during fiscal year 2014. The needs that are being addressed are as follows: 1) access to health services; 2) diabetes; and 3) mental health and mental disorders. Spearfish Regional Surgery Center Part V, Section B, Line 14g: A summary of the Hospital's financial assistance policy is posted for all patients at various points of entry, on the facility website, waiting rooms, and admissions office. The policy in its entirety is also available upon request. Spearfish Regional Surgery Center Part V, Section B, Line 22: All individuals eligible under the hospital financial assistance policy are provided a discount for medically necessary care. The financial assistance policy does not apply to elective procedures. Therefore, FAP-eligible patients without insurance may be charged gross charges on elective procedures. 18 Queen City Regional Medical Clinic 1420 N 10th Street Spearfish SD 57783 Clinic Regional Medical Clinics-Aspen Centre 640 Flormann Street Rapid City SD 57701 Clinic Spearfish Regional Medical Clinic 1445 North Avenue Spearfish SD 57783 Clinic Regional Medical Clinic Western Hills Pr 2805 5th Street Rapid City SD 57701 Clinic Massa Berry Regional Medical Clinic 890 Lazelle Street Sturgis SD 57785 Clinic Lead-Deadwood Regional Medical Clinic 71 Charles Street Deadwood SD 57732 Clinic Belle Fourche Regional Medical Clinic 2200 13th Avenue Belle Fourche SD 57717 Clinic Regional Urgent Care - North 408 Knollwood Dr Rapid City SD 57701 Clinic Newcastle Regional Medical Clinic 1121 Washington Blvd Newcastle WY 82701 Clinic Regional Urgent Care - West 2116 Jackson Blvd Rapid City SD 57702 Clinic Pine Ridge Regional Medical Clinic East Highway 18 Pine Ridge SD 57770 Clinic Regional Orthopedics 2479 E Colorado Blvd Spearfish SD 57783 Clinic Spearfish Regional Medical Clinic Dermat 550 E Colorado Spearfish SD 57783 Clinic Foothills Regional Medical Clinic 8075 Stop Stage Road Summerset SD 57718 Clinic Wall Regional Medical Clinic 112 7th Ave Wall SD 57790 Clinic Buffalo Regional Medical Clinic 209 Ramsland Street Buffalo SD 57720 Clinic Newell Regional Medical Clinic 101 E Third Street Newell SD 57760 Clinic Upton Regional Medical Clinic 717 Pine Street Upton WY 82730 Clinic Part I, Line 3c: Form 990, Schedule H:References to "Regional Health" apply to all entities controlled or leased by Regional Health, Inc. This includes the reporting entity.Part I, Line 3c: Financial assistance debt reduction write-offs for free or discounted care are based on an income matrix utilizing the current Federal Poverty Level (FPL) income guidelines after satisfying applicable co-pay requirements. The income matrix may be updated annually as the FPL guidelines are released. Part I, Line 6a: A community benefit report is completed by Regional Health, the parent organization, for all related organizations and made available to the public on its website at the following url:http://www.regionalhealth.com/About-Us/Community-Report.aspx Part I, Line 7: Ratio of patient care cost to charges is used for the calculation of cost of services provided for Lines 7a, 7b and 7g. Actual costs are used for the calculation of costs of services provided for Lines 7e and 7i. Part I, Line 7g: The costs attributable to a physician clinic included in Subsidized Health Services on line 7g is $23,708,766. Part I, Ln 7 Col(f): The bad debt expense included on Form 990, Part IX, Line 25, Column (A), but subtracted for purposes of calculating the percentage in this column, is $717,082. Part II, Community Building Activities: Regional Health provides numerous community benefit health events and screenings throughout the Black Hills Region. Regional Health also provides financial support to other nonprofit organizations to help support community health outreach. Additionally, Regional Health provides in-kind support and employee volunteers to help support community health events and activities. Part III, Line 2: The bad debt reported on line 2 is at charges as reported on the financial statements. Part III, Line 3: The estimated amount of bad debt attributable to patients eligible under the financial assistance policy is determined through a review of the bad debt records to identify patient accounts that would be eligible for a discount under the financial assistance policy. The organization follows HFMA Statement 15, however the amount reported on Part III, Line 3 reflects amounts not previously determined to be charity care in prior years, however were determined in the current year to be charity care amounts. Part III, Line 4: The footnote to the financial statements that describes bad debt expense is located on pages seven and eight of the audited financials. Part III, Line 8: The Medicare shortfall is derived from the actual payments received from the Medicare program for services provided to patients with Medicare coverage. The payments are compared to the actual cost of providing the service as arrived at through the Medicare cost reports. The result is a shortfall with costs exceeding the reimbursement.Medical services are provided to patients with Medicare coverage regardless of whether or not a surplus or deficit is realized. Providing Medicare services promotes access to healthcare services which are vitally needed by our community. Part III, Line 9b: The collection policy requires invoking of the financial assistance policy at any time a patient expresses financial difficulty in meeting their debt obligation. Upon invoking the FAP, all collection activity is suspended. If the patient is approved for charity, then the account is closed out of the collection process and classified as charity. If a patient expresses financial concern but fails to complete the application process, additional notification is sent to the patient prior to re-instituting collection activity. We are following the 501(r) Proposed Regulations timelines for notifications and collections. Part VI, Line 2: The Community Health Needs Assessment was conducted in FY2013 by Regional Health, including: Rapid City Regional Hospital, Same Day Surgery Center, Spearfish Regional Hospital, Spearfish Regional Surgery Center, Sturgis Regional Hospital, Lead-Deadwood Regional Hospital, Custer Regional Hospital, and Hans P. Peterson Memorial Hospital. In July 2012, we contracted with Professional Research Consultants, Inc. (PRC) to conduct the needs assessment. PRC is a nationally recognized health care consulting firm with extensive experience conducting Community Health Needs Assessments in hundreds of communities across the United States since 1994. The assessment incorporated data from both quantitative and qualitative sources. Quantitative data input included primary research (the PRC Community Health Survey, November 2012) and secondary research (vital statistics and other existing health-related data); these quantitative components allowed for trending and comparison to benchmark data at the state and national levels. Qualitative data input included primary research gathered through a Key Informant Focus Group.A variety of existing (secondary) data sources was consulted to complement the research quality of the Community Health Needs Assessment. Data for the service area were obtained from the following sources: * Centers for Disease Control & Prevention* GeoLytics Demographic Estimates & Projections* National Center for Health Statistics* South Dakota Department of Public Health* US Census Bureau* US Department of Health and Human Services* US Department of Justice, Federal Bureau of InvestigationAs part of the needs assessment, one focus group was held on September 24, 2012. The focus group participants were comprised of 13 key informants, including representatives from public health, Indian Health Services, other health professionals, social service providers, and other community leaders. Potential participants were chosen because of their ability to identify primary concerns of the populations with whom they work, as well as of the community overall. Participants included a representative of public health, as well as several individuals who work with low-income, minority or other medically underserved populations, and those who work with persons with chronic disease conditions. The needs assessment report was completed in February 2013. After reviewing the findings, the Community Health Needs Assessment Steering Committee met regularly during the month of March, to determine the health needs to be prioritized for action in FY2014-FY2016. Following a detailed presentation of the Community Health Needs Assessment findings by PRC, steering committee members were led through a process of understanding key local data findings (Areas of Opportunity) and ranked identified health issues against the following established, uniform criteria: * Magnitude. The number of persons affected, also taking into account variance from benchmark data and Healthy People targets. * Impact/Seriousness. The degree to which the issue affects or exacerbates other quality of life and health-related issues. * Feasibility. The ability to reasonably impact the issue, given available resources. * Consequences of Inaction. The risk of not addressing the problem at the earliest opportunity. A proposed Implementation Strategy was then written to address the community's health needs. In the months of May and June, 2013, the organization's Board as well as the Board of Regional Health reviewed, discussed and approved the implementation strategies for addressing the community health priorities identified through the Community Health Needs Assessment. Part VI, Line 3: We provide information on our website, information is available at all admission areas, and we have financial counselors at each location, (except Urgent Cares) to meet with all uninsured patients to assist them with finding funding sources or applying for financial assistance. We also have a self-pay collection center, (not outsourced) that communicates any funding and financial assistance opportunities to our patients, as well as the outsourced resources. Part VI, Line 4: Regional Health serves the people of the Black Hills Region. The area is mostly rural in nature with only one city of over 50,000 people. Regional Health is the primary medical services provider for the region. Part VI, Line 5: Regional Health is governed by a community board that provides leadership to the organization to meet the community needs. Regional Health partners with the educational institutions to provide numerous clinical training programs, that if they were not provided by Regional Health, would not exist in our region.Regional Health provides numerous community health education events and screenings throughout the Black Hills Region. Regional Health also provides financial support to other nonprofit organizations to help support community health outreach. Additionally, Regional Health provides in-kind support and employee volunteers to help support community health events and activities and other charitable programs. Part VI, Line 6: Regional Health is committed to partnering with the communities it serves to meet the needs of each respective community. Regional Health, Inc. is the parent organization of Rapid City Regional Hospital, Inc., Regional Health Network, Inc., and Regional Health Physicians, Inc. These corporations work together to meet the health care needs of the region. 1 1 0 0 0 0 0 1 0 Terry M Graber MD Director 413510 0 0 0 17500 0 33768 0 4750 0 469528 0 0 0 Charles E Hart MD President/CEO 0 895584 0 135197 0 23418 0 18626 0 6067 0 1078892 0 135856 Mark A Thompson VP CFO 0 330359 0 59826 0 17500 0 45407 0 4235 0 457327 0 4370 John Y Pierce COO 174547 0 18449 0 3250 0 20022 0 4750 0 221018 0 0 0 James M Keegan MD CMO RH / CEO RHP (Thru 7/1/13) 0 242872 0 65598 0 407830 0 11764 0 2703 0 730767 0 0 Joseph C Sluka Jr Executive VP / CAO 0 386747 0 70627 0 27748 0 46446 0 6250 0 537818 0 0 Mark F Brodin VP Decision Support 0 172099 0 19539 0 17500 0 14550 0 5110 0 228798 0 6497 Sharmila M Chandran VP Corporate Responsibility 0 139503 0 17033 0 0 0 11477 0 272 0 168285 0 0 Michael G Diedrich VP Human Resources - Interim 0 159109 0 33752 0 0 0 6240 0 7612 0 206713 0 0 Dale E Gisi VP Human Resources (Thru 8/14/13) 0 155652 0 18717 0 98500 0 11610 0 4747 0 289226 0 0 Jennifer D Horton VP PR Marketing 0 165535 0 19018 0 0 0 20104 0 7750 0 212407 0 0 David L Klocke MD Chief Medical Officer 0 286933 0 17191 0 7000 0 24752 0 6770 0 342646 0 0 Richard S Latuchie VP Info Technology / CIO 0 259771 0 30319 0 17500 0 13092 0 5210 0 325892 0 7430 Mary E Masten VP Legal Services 0 313345 0 32553 0 0 0 21516 0 7220 0 374634 0 14707 Garry K Dunn MD Radiology 0 913224 0 0 0 17500 0 61901 0 9036 0 1001661 0 0 Bart L Eastwood DO Orthopedic Surgery 0 744408 0 3400 0 17860 0 50523 0 7890 0 824081 0 0 Kipp A Gould MD Orthopedic Surgery 0 675545 0 3400 0 17500 0 37946 0 3826 0 738217 0 0 Wesley L Sufficool DO Bariatrics, General Surger 0 663804 0 3400 0 17500 0 40387 0 3437 0 728528 0 27978 Wayne L Wittenberg MD Neurosurgery 0 717856 0 3400 0 48875 0 57408 0 7890 0 835429 0 0 Part I, Line 3 The audit and compliance committee, which is a committee of the Regional Health (parent) Board, reviews and approves base salary and total compensation ranges for all executives within the Regional Health System. Please see Form 990, Part VI, Lines 15a & 15b disclosure on Schedule O. Part I, Lines 4a-b Regional Health made severance payments to the following: Dale Gisi - $98,500 James Keegan, MD - $392,746 Regional Health provides a supplemental nonqualified retirement plan and a flexible benefit plan that can include deferred compensation for its executives. The following individuals had amounts deferred into the account as reported in column c on Schedule J: Terry M. Graber, MD $20,483 Mark A. Thompson $28,714 John Y. Pierce $10,243 Joseph C. Sluka, Jr. $33,829 Sharmila M. Chandran $6,773 Jennifer Horton $10,543 David L. Klocke, MD $17,102 Garry K. Dunn, MD $53,829 Bart L. Eastwood, DO $42,230 Kipp A. Gould, MD $30,086 Wesley L. Sufficool, DO $31,409 Wayne L. Wittenberg, MD $49,336 Part I, Line 7 Executives and Other Employees of System Entities will be eligible to receive annual incentive awards that are competitive with the incentives offered by the organizations in the System's Peer group(s) in accordance with the terms of the Regional Health, Inc. Annual Incentive Plan for Selected Executives and Other Employees (Incentive Plan). In accordance with this plan, the Board of Directors will review and approve all incentives as recommended from the Compensation Committee. Form 990, Part IV, Line 24a: Bond Issues: All related corporations are equally liable for the repayment of the bonds reported on the Rapid City Regional Hospital Form 990. Form 990, Part V, Line 1a: All 1099's are issued centrally by Rapid City Regional Hospital, Inc., a related organization. Form 990, Part VI, Section A, line 1 The membership of the Executive Committee of the Corporation shall consist of the designated Board officers (Chairman, Vice Chairman, Secretary, Treasurer), the most recent past Chairman of the Board of Directors if such past Chairman continues to be a member of the Board of Directors, and the President of Regional Health, Inc. The Chairman of the Board of Directors shall serve as Chairman of the Executive Committee. Directors on the Executive Committee shall serve during the term of office they hold which places them on the Executive Committee. The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by a motion or resolution of the Board of Directors. It is intended that the powers of the Executive Committee to act for the whole Board be confined to such urgent matters as reasonably should not be deferred until the next regularly-scheduled meeting of the full Board. Form 990, Part VI, Section A, line 1 The organization considers some members of the Board to not be independent because they are actively practicing physicians on its or its related entities' medical staffs or, in one instance, is an employee of the organization. Form 990, Part VI, Section A, line 2 Charles E. Hart, MD has a business relationship with the following individuals due to being the CEO of the supporting organization that exercises reserve powers over the supported organizations that employ each of these individuals: James Keegan, MD, John Pierce, Joseph Sluka Jr., Mark Thompson, Mark Brodin, Sharmila Chandran, Michael Diedrich, Dale Gisi, Jennifer Horton, Richard Latuchie, Mary Masten, Terry Graber, MD and David Klocke, MD. Charles Hart, MD has a personal business relationship with Jonathan Dahlstrom. Ross McKie and Michael Diedrich have a business relationship due to serving on a board together. They also have a business relationship with John Brewer as he is an employee of the organization for which they serve on the board. Form 990, Part VI, Section A, line 6 Regional Health, Inc. is the sole member of Regional Health Physicians, Inc. Form 990, Part VI, Section A, line 7a The board members of Regional Health Physicians, Inc. consist of the same individuals that serve on the board of Regional Health, Inc. Form 990, Part VI, Section A, line 7b Regional Health, Inc. provides compliance, governance, financial, and planning support to its Supported Organizations to best assure the functions and services of the Supported Organizations are coordinated and supported in a manner that furthers the shared charitable mission of the Supported Organizations and RHI, as a whole (the System). Regional Health, Inc. has final authority in business decisions made by Supported Organizations. Form 990, Part VI, Section B, line 11 The 990 is prepared and reviewed by an independent accounting firm. It is then reviewed internally by finance and legal management. The Form 990 is further reviewed, prior to filing, by the organization's board of directors through a portal to the organization's internal information system, to which each board member has access. Educational sessions have been provided to each board member on how to access the portal. Form 990, Part VI, Section B, line 12c As a part of the annual disclosure of potential conflicts process, all board members, officers, and management receive a copy of the conflict of interest policy and sign an acknowledgement they have read and understand it. Additionally, they are each required to complete a disclosure statement. Annually, a summary list of all conflicts disclosed by board members is prepared and provided to the full board so board members are aware of the conflicts/interests of other board members and are able to point out conflicts if an individual member with a conflict forgets. Additionally, the agenda for each board meeting and each board committee meeting includes an initial agenda item "Conflicts of Interest" where board members are asked if they have any conflicts related to the other items on the agenda. All employees are covered by the conflict of interest policy but completion of the annual disclosure statement is limited to board and board committee members, management, and certain physicians. When a proposed transaction involves a board member, the transaction is reviewed by the compliance and audit committee. At meetings, board members who have a conflict of interest may be invited to speak on the matter by the chairman, but are not permitted to vote on the matter and are required to leave the meeting during discussion, after they have made any comments invited by the chair. Failure to comply with this policy constitutes ground for removal from office or membership and in the case of all employees, termination of employment. Form 990, Part VI, Section B, line 15b The compliance and audit committee of the sole member's board, a committee that includes only board members deemed "independent", determines the appropriate base salary range of the CEO of the organization and its other executive staff. The CEO of the member or his designee then determines the actual base salary of the other executives within the committee-approved ranges based on a performance evaluation conducted by the CEO or designee. For determination of the base salary ranges, as well as incentive compensation, benefit plans and perquisites (total compensation), the compliance and audit committee retains an independent consultant, Sullivan and Cotter, to provide survey/comparability data for both base salary and total compensation at least every three years. The survey/compatability data was provided in February 2013 and new market ranges were approved by the compliance and audit committee in October 2013 based on this information. Employed physician compensation is determined by either of two methods. 1) When physicians become employed as a result of a practice acquisition, an independent company evaluates the value of the practice along with the physician compensation. This valuation is reviewed and approved by the compliance and audit committee. 2) For physicians who have been recruited or otherwise hired, the compliance and audit committee has approved the methodology to apply to individual physicians' compensation. That methodology is a combination of base salary plus incentive pay based on worked Relative Value Units (RVU) times a conversion rate. The RVU values are those developed by CMS while the conversion rates are based on market survey data. Compensation exceeding thresholds in a policy approved by the committee are reviewed by an independent consultant and/or the committee. Form 990, Part VI, Section C, line 19 The Articles of Incorporation of the organization are filed in the office of the Secretary of State of South Dakota and are available to the public at the Secretary of State's website. Other documents (Bylaws, conflict of interest policy and financial statements) are not posted for the public but are available or described in other public documents or sites such as offering statements in bond issues or municipal securities rulemaking board's electronic municipal market access (EMMA) data port. Part XII, Line 2c Explanation: Committee Assuming Responsibility for Oversight of Audit: Independent auditors are engaged by the compliance and audit committee of the Regional Health, Inc. Board of Trustees. Final audit results, on a consolidated basis, are reported by the independent auditors directly to the compliance and audit committee. Regional Health Inc 353 Fairmont Blvd Rapid City SD 57701 201487506 Healthcare SD 501(c)(3) Line 11c, III-FI N/A 0 Rapid City Regional Hospital Inc 353 Fairmont Blvd Rapid City SD 57701 460319070 Healthcare SD 501(c)(3) Line 3 Regional Health Inc 1 Regional Health Network Inc 353 Fairmont Blvd Rapid City SD 57701 460360899 Healthcare SD 501(c)(3) Line 3 Regional Health Inc 1 Medical & Dental Building 2805 S 5th St Rapid City SD 57701 460339629 Medical Office Bldg SD N/A Black Hills Medical Office BD LLC 353 Fairmont Blvd Rapid City SD 57701 411992146 Medical Office Bldg SD N/A 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 1 0 0 Regional Health Network Inc K 427944 Cost Rapid City Regional Hospital Inc M 6167837 Cost Rapid City Regional Hospital Inc Q 1683535 Cost