2012-05-15T08:08:45-04:00 2011-06-30 BKD LLP 1201 Walnut Suite 1700 Kansas City MO 641062246 990 2010-07-01 320290671 Lewis and Clark Information Exchange LEWI 8162716611 5325 Faraon Street St Joseph MO 64506 JOHN P WILSON 8162716611 2012-05-15 true Michael J Engle 8162216300 2010 2016-02-24 21:20:13Z JOE BOYCE MD 5325 FARAON STREET ST JOSEPH MO 64506 359949 false X WWW.HEARTLAND-HEALTH.COM X 2009 MO COORDINATION OF HEALTH INFORMATION SHARING FOR BETTER UNDERSTANDING OF THE PATIENT'S MEDICAL HISTORY. 9 7 0 7 0 0 0 0 327312 359949 0 0 0 0 327312 359949 0 0 0 0 195906 466655 0 0 0 112945 230613 308851 697268 18461 -337319 55251 25701 36789 344558 18462 -318857 COORDINATION OF HEALTH INFORMATION SHARING FOR BETTER UNDERSTANDING OF THE PATIENT'S MEDICAL HISTORY. false false 659916 0 359949 COORDINATION OF HEALTH INFORMATION SHARING FOR BETTER UNDERSTANDING OF THE PATIENT'S MEDICAL HISTORY. 659916 true false false false false false false false false false false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false false true 0 0 0 false false false false false false false false false false X 9 7 true false false false true true true true true false false true true true true true true true true false X JOHN P WILSON 8162716611 5325 FARAON STREET ST JOSEPH MO 64506 X JOE BOYCE MD 1.0 X X 0 305598 73771 BEN ERNST 1.0 X 0 0 0 LINDA BAHRKE 1.0 X 0 252907 58884 BRIAN BRADLEY 1.0 X 0 0 0 DIRCK CLARK 1.0 X 0 288475 59033 DR MARLA TOBIN 1.0 X 0 0 0 JON DOOLITTLE 1.0 X 0 0 0 CLAY PATTERSON 1.0 X 0 0 0 DEBE GASH 1.0 X 0 0 0 HELEN THOMPSON 1.0 X X 0 305864 74011 JOHN RICHMOND 1.0 X 0 0 0 SHELLEE SPRING 1.0 X 0 0 0 JOHN P WILSON 1.0 X 0 483767 82278 DOUGLAS BRANDT 1.0 X 0 242551 73289 KAREN DITTEMORE 1.0 X 0 51189 17744 0 1930351 439010 0 false true false 0 0 NET PATIENT SERVICE REVENUE 518210 359949 359949 359949 0 0 0 0 0 0 0 0 359949 359949 0 0 0 0 0 0 0 0 374081 374081 19672 19672 44628 44628 28274 28274 0 41325 41325 0 0 0 0 152403 115051 37352 2400 2400 20298 20298 0 0 0 5530 5530 0 8657 8657 0 0 0 0 697268 659916 37352 0 0 25701 55251 0 55251 25701 36789 34964 0 309594 36789 344558 X 18462 -318857 18462 -318857 55251 25701 -337319 X false true true X false X 327312 359949 687261 327312 359949 687261 317312 337239 654551 317312 337239 654551 32710 327312 359949 687261 X 0 DUE TO AFFILIATE 309594 309594 UNCERTAIN TAX POSITIONS DISCLOSURE SCHEDULE D, PART X, LINE 2 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 FINANCIAL STATEMENTS. false true false false false false false false false JOE BOYCE MD 0 268235 0 35698 0 1665 0 53178 0 20593 0 379369 0 0 LINDA BAHRKE 0 191200 0 58973 0 2734 0 40313 0 18571 0 311791 0 0 DIRCK CLARK 0 207688 0 69090 0 11697 0 39165 0 19868 0 347508 0 0 JOHN P WILSON 0 353173 0 110545 0 20049 0 81445 0 833 0 566045 0 0 DOUGLAS BRANDT 0 180679 0 56000 0 5872 0 54276 0 19013 0 315840 0 0 HELEN THOMPSON 0 229850 0 72469 0 3545 0 60918 0 13093 0 379875 0 0 COMPENSATION FROM RELATED ORGANIZATION SCHEDULE J, PART I, LINE 3 THE COMPENSATION PROVIDED BY HEARTLAND REGIONAL MEDICAL CENTER FOR JOHN P. WILSON, DIRCK CLARK, HELEN THOMPSON, DOUGLAS BRANDT, KAREN DITTEMORE, AND JOE BOYCE, MD, IS FOR SERVICES TO ALL HEARTLAND ENTITIES. INCLUDED IN THE DEFERRED COMPENSATION ARE EMPLOYER CONTRIBUTIONS INTO QUALIFIED PLANS AND NON-QUALIFIED DEFERRED COMPENSATION PLANS THAT ARE SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE AND SEVERANCE THAT IS PROVIDED WITHIN THE EXECUTIVE'S EMPLOYMENT AGREEMENT. THEREFORE, THESE AMOUNTS MAY NEVER BE PAID. TO ESTABLISH COMPENSATION HEARTLAND USED A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD. SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B ACCRUED 6/30/11 --------------- JOHN WILSON 71,645 DOUGLAS BRANDT 43,954 HELEN THOMPSON 52,815 DIRCK CLARK 30,920 JOE BOYCE, M.D. 43,979 LINDA BAHRKE 32,977 THOSE LISTED ABOVE HAVE SIGNED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS WHICH RECOGNIZE THE VALUE OF THE INDIVIDUAL AND THE MUTUAL BENEFIT OF CONTINUED EMPLOYMENT FOR AN EXTENDED PERIOD OF TIME BY ESTABLISHING A 457f PLAN. THE PLAN IS FUNDED YEARLY AS THE RESULT OF A CALCULATION DESCRIBED IN THE AGREEMENT WHICH WILL REWARD THE INDIVIDUALS WITH 100% VESTING AT NORMAL RETIREMENT AGE OR UPON DEATH OR UPON SEPARATION FROM SERVICE DUE TO DISABILITY OR UPON INVOLUNTARY SEPARATION FROM SERVICE WITHOUT CAUSE, WITH LUMP SUM PAYMENT WITHIN 90 DAYS OF EACH SITUATION TAKING INTO CONSIDERATION A NON-COMPETE COVENANT. SEPARATION WITH CAUSE MAKES SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT NULL AND VOID. COMPENSATION OF CHIEF OPERATING OFFICER FORM 990, PART VII & SCHEDULE J, PART II HELEN THOMPSON SERVED AS THE PRESIDENT, CHIEF OPERATING OFFICER, AND CHAIRPERSON OF THE BOARD FROM JULY 2010 TO DECEMBER 2010. UPON HER DEPARTURE FROM THE ORGANIZATION SHE WAS REPLACED BY JOE BOYCE, MD AS PRESIDENT, CHIEF OPERATING OFFICER, AND CHAIRPERSON FROM JANUARY 2011 TO PRESENT. BUSINESS/FAMILY RELATIONSHIPS FORM 990, PART VI, SECTION A, LINE 2 HELEN THOMPSON, JOHN P. WILSON, DOUG BRANDT, DIRCK CLARK, KAREN DITTEMORE, JOE BOYCE, MD ARE ALL EMPLOYEES OF AN AFFILIATE, HEARTLAND REGIONAL MEDICAL CENTER. LINDA BAHRKE IS AN EMPLOYEE OF AN AFFILIATE, COMMUNITY HEALTH PLAN. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 HEARTLAND HEALTH, A MISSOURI NONPROFIT CORPORATION, IS THE SOLE MEMBER OF LEWIS AND CLARK INFORMATION EXCHANGE. HEARTLAND HEALTH HAS THE RIGHT TO ELECT THE BOARD OF TRUSTEES OF LEWIS AND CLARK INFORMATION EXCHANGE. HEARTLAND HEALTH IS NOT ENTITLED TO RECEIVE A SHARE OF LEWIS AND CLARK INFORMATION EXCHANGE'S PROFITS, EXCESS DUES, OR ASSETS UPON DISSOLUTION. MEMBERS OR STOCKHOLDERS MAY ELECT GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 7A HEARTLAND HEALTH BEING THE SOLE MEMBER OF LEWIS AND CLARK INFORMATION EXCHANGE HAS THE RIGHT TO ELECT ALL THE BOARD OF TRUSTEES. GOVERNING BOARD DECISIONS SUBJECT TO APPROVAL OF MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 7B THE CORPORATE BYLAWS OF LEWIS AND CLARK INFORMATION EXCHANGE IDENTIFY CERTAIN RIGHTS AND POWERS WHICH ARE RESERVED TO HEARTLAND HEALTH, THE SOLE MEMBER. IN EACH INSTANCE, THE RIGHTS AND POWERS RESERVED TO THE SOLE MEMBER MAY BE SUMMARIZED AS FOLLOWS: A. OVERALL STRATEGIC DIRECTION B. ELECTION OF BOARD MEMBERS C. APPOINTMENT OF THE PRESIDENT, OTHER SENIOR OFFICERS, AUDITORS, AND LEGAL COUNSEL D. ESTABLISHMENT OF BANKING RELATIONSHIPS E. MANAGEMENT OF CASH AND OTHER ASSETS F. APPROVAL OF CHANGES TO THE ARTICLES OF INCORPORATION AND BYLAWS G. LONG-RANGE PLANNING H. ADOPTION OF ANNUAL OPERATING BUDGETS FORM 990 REVIEW PROCESS FORM 990, PART VI, SECTION A, LINE 11B RETURNS ARE PREPARED BY AN INDEPENDENT ACCOUNTING FIRM, REVIEWED BY THE TREASURER AND ASSISTANT TREASURER AND THEN POSTED TO A WEBSITE FOR REVIEW BY DIRECTORS PRIOR TO FILING. MONITORING OF CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C UPON AGREEING TO FILL A BOARD POSITION, THE PROSPECTIVE MEMBER IS REQUIRED TO SIGN A CONFLICT OF INTEREST DOCUMENT WHICH DISCLOSES FAMILY AND BUSINESS RELATIONSHIPS THAT COULD BE CONSIDERED IN CONFLICT WITH THEIR POSITION ON THE BOARD. IN THIS DOCUMENT, THEY AGREE THAT THEY WILL DISCLOSE ANY ACTIVITIES IN WHICH THEY MAY NOT BE INDEPENDENT IN REGARDS TO A TRANSACTION. THIS DOCUMENT IS DISTRIBUTED AND HELD BY LEGAL COUNSEL. THE MEMBER ALSO SIGNS HEARTLAND'S CODE OF CONDUCT DOCUMENT IN WHICH THEY AGREE TO ETHICAL BEHAVIOR AND ADHERING TO CONFIDENTIALITY POLICIES. THIS DOCUMENT IS HELD BY THE CORPORATE COMPLIANCE OFFICE. ANNUALLY, THE CORPORATE COMPLIANCE OFFICER DISTRIBUTES A SURVEY TO EACH BOARD MEMBER TO FACILITATE DISCLOSURE OF ANY REPORTABLE ACTIVITIES. DURING THE COURSE OF BOARD MEETINGS, BOARD MEMBERS WILL DISMISS THEMSELVES FROM MEETINGS AND/OR ABSTAIN FROM VOTING DURING DISCUSSIONS OF ISSUES THAT RELATE TO THOSE SPECIFIC MEMBERS OR THE COMPANIES THAT THEY REPRESENT. ALL DISMISSALS AND ABSTENTIONS ARE RECORDED IN THE MINUTES OF THE BOARD MEETING. ANNUALLY, THE OFFICERS AND KEY EMPLOYEES ARE REQUIRED TO SIGN A CODE OF CONDUCT DOCUMENT IN WHICH THEY AGREE TO ETHICAL BEHAVIOR AND ADHERING TO CONFIDENTIALITY POLICIES. THEY ALSO RECIEVE A QUESTIONNAIRE WHICH FACILITATES THE DISCLOSURE OF ANY REPORTABLE ACTIVITIES TO THE CORPORATE COMPLIANCE OFFICER. COMPENSATION REVIEW FORM 990, PART VI, SECTION B, LINES 15A & 15B ANNUAL REVIEW--PERFORMED DURING FISCAL YEAR 2011. MARKET DATA IS PROVIDED BY INTEGRATED HEALTH STRATEGIES (IHS). A COMPENSATION COMMITTEE COMPRISED OF THE HEARTLAND HEALTH BOARD CHAIRMAN, HEARTLAND HEALTH BOARD VICE-CHAIRMAN AND THREE ADDITIONAL HEARTLAND HEALTH BOARD MEMBERS AND INDEPENDENT LEGAL COUNSEL, AS SCRIBE OVERSEE AN ANNUAL SALARY REVIEW PROCESS FOR OFFICERS, ADMINISTRATORS AND KEY EMPLOYEES. FOR EACH POSITION TO BE REVIEWED, THE FULL SCOPE OF DUTIES AND RESPONSIBILITIES, NUMBERS OF STAFF MANAGED, PROCESSES MANAGED, APPROXIMATE REVENUE, EXPENSE, OR CAPITAL DOLLARS MANAGED ARE PROVIDED TO A THIRD PARTY CONSULTANT (FOR THIS PERIOD--IHS) THAT SPECIALIZES IN RESEARCH MARKET SALARY DATA. OUR FACILITY SIZE, OUR NOT-FOR-PROFIT STATUS AND THE SCOPE OF EACH JOB POSITION IS COMPARED TO LIKE FACILITIES TO DETERMINE BASE COMPENSATION AND INCENTIVE COMPENSATION FOR EACH POSITION. THE DATA GATHERED BY THE MARKET RESEARCH FIRM IS REVIEWED BY THE COMPENSATION COMMITTEE, OUTLIER ISSUES ARE RESOLVED AND BASED UPON PRESENT FINANCIAL INDICATORS, THE COMMITTEE MAKES THEIR DETERMINATION OF COMPENSATION LEVELS FOR THE NEXT PAY YEAR. AVAILABILITY OF DOCUMENTS FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JOE BOYCE, MD TITLE:PRESIDENT/COO/CHAIR HOURS:59 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:LINDA BAHRKE TITLE:DIRECTOR HOURS:59 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:DIRCK CLARK TITLE:DIRECTOR HOURS:59 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:HELEN THOMPSON TITLE:PRESIDENT/COO/CHAIR HOURS:59 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JOHN P. WILSON TITLE:SEC'Y/TREAS/CFO HOURS:59 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:DOUGLAS BRANDT TITLE:ASSISTANT TREASURER HOURS:59 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:KAREN DITTEMORE TITLE:ASSISTANT SECRETARY HOURS:59 HEARTLAND HEALTH 5325 FARAON ST JOSEPH MO 64506 431283316 HEALTH CARE MO 501(C)(3) 11A NA HEARTLAND FOUNDATION 5325 FARAON ST JOSEPH MO 64506 431262768 SUPPORT MO 501(C)(3) 9 HH HEARTLAND LONG TERM ACUTE CARE HOSPITAL 5325 FARAON ST JOSEPH MO 64506 261972987 HEALTH CARE MO 501(C)(3) 3 HH HEARTLAND REGIONAL MEDICAL CENTER 5325 FARAON ST JOSEPH MO 64506 440545289 HEALTH CARE MO 501(C)(3) 3 HH REGIONAL EMERGENCY MEDICAL SERVICE AUTHO 5325 FARAON ST JOSEPH MO 64506 273923442 AMBULANCE SVC MO 501(C)(3) PENDING HH MIDWESTERN HALTH MANAGEMENT INC 5325 FARAON ST JOSEPH MO 64506 431264358 HEALTH CARE MO HH C CORP 0 0 0.00000 COMMUNITY HEALTH PLAN 5325 FARAON ST JOSEPH MO 64506 431690582 INSURANCE MO HH C CORP 0 0 0.00000 COMMUNITY HEALTH PLAN INSURANCE COMPANY 5325 FARAON ST JOSEPH MO 64506 431210152 INSURANCE MO HH C CORP 0 0 0.00000 HHS PROPERTIES INC 5325 FARAON ST JOSEPH MO 64506 431593799 DEVELOPMENT MO HH C CORP 0 0 0.00000 UPTOWN HOUSING INC 5325 FARAON ST JOSEPH MO 64506 261416252 DEVELOPMENT MO HH C CORP 0 0 0.00000 UPTOWN ST JOSEPH REDEVELOPMENT CORPORAT 5325 FARAON ST JOSEPH MO 64506 201742813 DEVELOPMENT MO HH C CORP 0 0 0.00000 false false false false false false false false false false true true false false true false false false