2019-11-13T12:57:16-06:00 2018-12-31 861065772 Deloitte Tax LLP 695 Town Center Drive Suite 1000 Costa Mesa CA 92626 990 2018-01-01 262946628 Roper St Francis Physicians Network ROPE 8437242958 8536 Palmetto Commerce Pkwy No 201 Ladson SC 29456 Bret D Johnson SVP and CFO 8437242958 2019-11-13 1 John W Sadoff Jr P00540589 7144367100 74.138.49.181 2019-11-13 07:39:01 ES P 0EB4CE1ACD44DB279B6C2D9A8476B20948576B96 2B300E1FC09CCA321063079848B1E489E0A7BF4B 2018 2020-03-31 21:24:44Z Roper St Francis Physician Partners Lorraine Lutton 8536 Palmetto Commerce Pkwy No 201 Ladson SC 29456 175450512 0 X www.rsfh.com X 2008 SC Nonprofit physician practice operations in conjunction with CareAlliance Health Services 13 7 0 4 0 0 32503 177484 176566288 171022506 0 -335206 3320899 4094518 179919690 174959302 132635 85379 0 0 171632585 175675002 0 0 0 76119596 72382817 247884816 248143198 -67965126 -73183896 57533693 63446651 30501208 34442405 27032485 29004246 X Healing all people with compassion, faith, and excellence. 0 0 204979644 85379 171022506 Our Roper St. Francis Physician Partners offers a comprehensive network of more than 240 employed physicians and more than 100 advanced care providers covering a complete range of primary care and 25 other subspecialties spread across the Lowcountry. Roper St. Francis Physician Partners provides the community convenient, comprehensive and compassionate healthcare.Roper St. Francis Physician Partners contributed $11.1 million in community benefit in 2018. This benefit includes charity care, unreimbursed Medicaid, and numerous sponsorships and community outreach programs. The network also gave back over 1,100 volunteer staff hours that included health fairs, health education and lectures, and career days that benefited more than 7,400 individuals in the community. In 2018, Roper St. Francis Physician Partners exceeded its goal of evaluating patients who met the guidelines for breast cancer screening as well as depression screenings. Seventy-four percent of patients who qualified were screened for breast cancer and received the appropriate depression screening and follow-up plan.We also grew our unique primary care patient population by 3 percent, exceeding our 2018 goal and continuing to grow our reach throughout the Lowcountry 204979644 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 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 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 13 7 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 SC X The Finance Department 8437242958 8536 Palmetto Commerce Parkway Ladson SC 29456 X Brian Cuddy MD See Sch O Chairperson 46.50 3.50 X 0 984944 67183 Alison Dillon MD Vice-Chairperson (Thru 6/2018) 0.50 3.50 X 0 0 0 Susan Datta MD See Sch O Vice-Chairperson (Start 7/1/18) 46.50 3.50 X 0 267238 65415 Katherine Duffy PhD Board Member 0.50 3.50 X 0 0 0 Wills C Geils MD See Sch O Board Member 0.50 3.50 X 0 26876 0 John Holloway Jr See Sch O Board Member 0.50 3.50 X 0 430000 31212 Sister Anne Lutz Board Member 0.50 3.50 X 0 0 0 Edward McKelvey Board Member 0.50 3.50 X 0 0 0 Mark Nantz Board Member 0.50 3.50 X 0 0 0 Roberta Pinckney Board Member 0.50 3.50 X 0 0 0 John Spratt MD See Sch O Board Member 46.50 3.50 X 0 799374 65768 Kent Stock MD See Sch O Board Member (Start 7/1/18) 0.50 3.50 X 0 44345 0 Michael Tarwater Board Member 0.50 3.50 X 0 0 0 Mary Thornley Board Member 0.50 3.50 X 0 0 0 Lorraine Lutton President & CEO - RSFH 1.00 49.00 X 0 891334 122984 Bret D Johnson SVP & CFO - RSFH 1.00 49.00 X 0 619642 95562 Mollie Alexander CFO - RSFPP 50.00 0.00 X 0 153082 21031 Robert Oliverio MD VP & CEO Phy Partners 50.00 0.00 X 0 557147 107620 Gregory Edwards VP & General Counsel 2.00 47.00 X 0 501764 99123 Kathleen Guatteri COO - RSFPP 50.00 0.00 X 0 319522 67826 George Khoury MD Physician 48.00 2.00 X 0 1330019 72041 John McCrosson MD Physician 47.00 1.00 X 0 1283628 54135 John Steichen MD Physician 48.00 2.00 X 0 1159665 70451 Robert Lowery MD Physician 47.00 3.00 X 0 1126047 64615 Robert Morgan Stuart MD Physician 48.00 2.00 X 0 1093333 64814 Carl Butler Dir Ortho & Neuro Services 0.00 40.00 X 0 186040 40545 Elisa Cooper Dir Property Mgmt 0.00 45.00 X 0 199006 29058 Gretchen Morin Chief Admin Officer - BSSF 0.00 50.00 X 0 173849 38189 Jim Bowron Dir Ops-Primary Care 50.00 0.00 X 0 167054 38730 Keith Neuman VP & CIO 0.00 49.00 X 0 362648 60778 Laura MacMillan Dir WIC Svcs 0.00 50.00 X 0 180741 40955 Matthew Severance RSFH COO & CEO Roper Hospital 0.00 0.00 X 0 724460 0 Melanie Stith VP Human Resources 0.00 46.00 X 0 322069 69555 Melinda Cardell Associate CIO 0.00 50.00 X 0 207653 19754 0 14111480 1407344 0 1 1 0 J Musselman Construction Inc PO Box 80785 Charleston SC 29416 General Contractor 939574 Experian Health Inc PO Box 886133 Los Angeles CA 90088 Billing and Collection Services 548129 Change Healthcare PO Box 742526 Atlanta GA 30374 Lab Billing and Collections 532484 Angelica Textile Services PO Box 532268 Atlanta GA 30353 Linen Service 355305 CompHealth PO Box 972651 Dallas TX 75397 Locum Tennan Service 345675 19 177484 8334 177484 Net Patient Service 621400 171022506 171022506 171022506 540573 27156 513417 513417 513417 128848 464054 -335206 -335206 -335206 Physician Incentive Pr 900099 2481101 2481101 Partners Workforce Rev 900099 1100000 1100000 3581101 174959302 171022506 0 3759312 X 85379 85379 2892565 2015896 876669 150876539 127251311 23625228 4127156 3469526 657630 10605681 8915749 1689932 7173061 6030090 1142971 1514662 1514662 347311 347311 6482061 1750157 4731904 550892 440714 110178 2397616 1582427 815189 3467974 3467974 14299588 11439670 2859918 131920 131920 723601 723601 1117261 1117261 3463088 3463088 1881785 1505428 376357 Medical Supplies 35544508 35544508 Miscellaneous Expenses 460550 368440 92110 248143198 204979644 43163554 0 10287 1293 19015529 24410244 1315668 1276893 599972 1395353 48137586 17506091 30711301 30631495 35106 51057 4928457 4928457 917373 751859 57533693 63446651 12098111 16604929 70433 70433 92630 28351 18240034 17738692 30501208 34442405 X 27032485 29004246 27032485 29004246 57533693 63446651 X -73183896 75155657 X 0 1 X 1 0 X 4905 5307 4132 32503 177484 224331 138405671 150659730 151919204 176566288 171022506 788573399 138410576 150665037 151923336 176598791 171199990 788797730 4905 5307 4132 32503 177484 224331 0 4905 5307 4132 32503 177484 224331 788573399 1883105 3827789 2937581 3320899 3581101 15550475 140293681 154492826 154860917 179919690 174781091 804348205 0.98040 0.00000 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 417000 417000 16797766 684498 16113268 16049111 8480801 7568310 13594686 8340792 5253894 1279023 1279023 30631495 EITF 97-10 Liability 15555878 Deferred Rent Liabilities 2182814 17738692 X Part X, Line 2: Roper St. Francis Physicians Network is a not-for-profit organization as described in Section 501(c)(3) of the Internal Revenue Code and is generally exempt from federal and state income taxes. Accordingly, no provision for income taxes is made on the consolidated financial statements. Although (the consolidated group) is generally exempt from federal and state income taxes, it evaluates whether there are any uncertain tax positions that fail to meet the more-likely-than-not threshold for recognition in the consolidated financial statements. Uncertain tax positions may include the characterization of income, such as a characterization of income as passive, a decision to exclude reporting taxable income in a tax return, or a decision to classify a transaction, entity, or other position in a tax return as tax exempt. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The organization had no unrecognized tax positions as of December 31, 2018 and 2017, and does not expect that unrecognized tax benefits will materially increase within the next 12 months. Interest and penalties related to uncertain tax positions, if any, would be recognized in the consolidated financial statements as income tax expense. 1 1 0 0 0 1 1 0 0 Brian Cuddy MD See Sch O Chairperson 0 922396 0 50891 0 11657 0 35182 0 32001 0 1052127 0 0 Susan Datta MD See Sch O Vice-Chairperson (Start 7/1/18) 0 233434 0 28202 0 5602 0 33245 0 32170 0 332653 0 0 John Holloway Jr See Sch O Board Member 0 330000 0 100000 0 0 0 13932 0 17280 0 461212 0 0 John Spratt MD See Sch O Board Member 0 772188 0 25332 0 1854 0 35182 0 30586 0 865142 0 0 Lorraine Lutton President & CEO - RSFH 0 635904 0 231778 0 23652 0 95144 0 27840 0 1014318 0 0 Bret D Johnson SVP & CFO - RSFH 0 421003 0 142376 0 56263 0 70818 0 24744 0 715204 0 50074 Mollie Alexander CFO - RSFPP 0 142504 0 8889 0 1689 0 8462 0 12569 0 174113 0 0 Robert Oliverio MD VP & CEO Phy Partners 0 423170 0 131804 0 2173 0 74809 0 32811 0 664767 0 73317 Gregory Edwards VP & General Counsel 0 370423 0 102386 0 28955 0 68369 0 30754 0 600887 0 78413 Kathleen Guatteri COO - RSFPP 0 277835 0 37687 0 4000 0 43276 0 24550 0 387348 0 0 George Khoury MD Physician 0 1181271 0 136884 0 11864 0 35182 0 36859 0 1402060 0 0 John McCrosson MD Physician 0 1025778 0 257092 0 758 0 35182 0 18953 0 1337763 0 0 John Steichen MD Physician 0 1146848 0 1160 0 11657 0 35182 0 35269 0 1230116 0 0 Robert Lowery MD Physician 0 596838 0 525126 0 4083 0 32432 0 32183 0 1190662 0 0 Robert Morgan Stuart MD Physician 0 877828 0 206399 0 9106 0 32432 0 32382 0 1158147 0 0 Carl Butler Dir Ortho & Neuro Services 0 172220 0 13613 0 207 0 9108 0 31437 0 226585 0 0 Elisa Cooper Dir Property Mgmt 0 186586 0 11826 0 594 0 9638 0 19420 0 228064 0 0 Gretchen Morin Chief Admin Officer - BSSF 0 162232 0 10871 0 746 0 8248 0 29941 0 212038 0 0 Jim Bowron Dir Ops-Primary Care 0 155797 0 10590 0 667 0 9529 0 29201 0 205784 0 0 Keith Neuman VP & CIO 0 285322 0 76129 0 1197 0 31887 0 28891 0 423426 0 41222 Laura MacMillan Dir WIC Svcs 0 168200 0 11860 0 681 0 10569 0 30386 0 221696 0 0 Matthew Severance RSFH COO & CEO Roper Hospital 0 0 0 86013 0 638447 0 0 0 0 0 724460 0 337578 Melanie Stith VP Human Resources 0 255950 0 65406 0 713 0 37528 0 32027 0 391624 0 31800 Melinda Cardell Associate CIO 0 195533 0 11364 0 756 0 10009 0 9745 0 227407 0 0 Part I, Line 3 A related organization of Roper St. Francis Physicians Network determined the compensation of the Organization's CEO using the following methods: - Compensation Committee - Independent Compensation Consultant - Compensation Survey or Study - Approval by the Board or Compensation Committee Part I, Line 4a: Matthew Severance - $386,882 Part I, Line 4b: The Roper St. Francis Healthcare 457(f) Plan's purpose is to offer eligible employees of the employer deferred compensation benefits to supplement Eligible Employees' retirement income. The Plan is intended to be a top-hat plan (i.e. an unfunded deferred compensation plan maintained for certain members of a select group of management or highly compensation employees). The Vice-Presidents, CFO, and CEO participate in the 457f Plan. The following participants received compensation through a 457(f) Plan: Bret D. Johnson - $53,095 Gregory Edwards - $27,321 Matthew Severance - $251,565 Part I, Line 6: Goals are developed each year to support the Organization's strategic initiatives for people, quality, financial, growth and service. The Ad Hoc Compensation Committee approves the system goals annually and reports it to the full Board of Directors. Progress on each metric is reported to the board each month on the corporate scorecard. At year-end, the Ad Hoc Compensation Committee approves the final scorecard number and reports results to the full Board. Annual incentives for the executives are based 60% on the corporate scorecard and 40% on individual performance. Executives maintain an individual scorecard on the leader evaluation manager and discuss results monthly with the President/CEO. The President/CEO approves the individual executive scorecard. System Vice Presidents and the system CEO are eligible to participate in a long term incentive plan (LTIP). An LTIP typically takes place over a three year period and does not vest until the end of the third year. To receive payment, executives must still be employed by the system at the end of the plan period. Each LTIP has a financial and clinical objective that is aligned with the Organization's strategic goals. Threshold, target, and maximum performance ranges are established for these objectives and are measured based on performance against similar organizations or compared to an internal metric such as an improvement over prior performance. These targets and objectives are approved by the Ad Hoc Compensation Committee. The incentive is earned based on the satisfaction of the threshold, target, or maximum performance ranges. The Ad Hoc Committee also approves the final LTIP performance score and the amount paid to executives under the plan. Results are reported to the full board annually. Part I, Line 7: See the response to Line 6 above. Form 990, Part VI, Section A, line 3 Atrium Health, formerly Carolinas HealthCare System, an unrelated organization, provides management oversight services. Lorraine Lutton, RSFH President and CEO, and Bret Johnson, RSFH CFO, are employees of Atrium and their compensation is paid by CareAlliance Health Services, a related organization, through a management fee to Atrium. Form 990, Part VI, Section A, line 6 The sole member of the Corporation is CareAlliance Health Services, a South Carolina nonprofit, nonstock Corporation, d/b/a Roper St. Francis Healthcare. CareAlliance Health Services is in turn governed by a Board of Directors appointed by the "founding members". The Bylaws of the Organization specify certain qualifications of the thirteen member Board of Directors. At least nine directors must have their primary residence in a community served by the system. Five directors must be physicians actively engaged in the full time practice of medicine. Five of the directors are appointed to the Board of Directors by virtue of positions held within MSSC, BSHSI and Atrium Health (ex-officio directors). Each of the five ex-officio directors serves as a director of the Organization for so long as such person holds his or her respective elected or appointed office in his or her respective Founding Member Organization. Directors serve three-year terms and are limited to three consecutive terms. After an absence of at least one year, directors are again eligible for appointment to the Board of Directors for two consecutive complete terms. Form 990, Part VI, Section A, line 7a The Organization is governed by a thirteen member Board of Directors appointed by the founding members. Subject to certain nominating and governance committee approvals, six directors are appointed by the Medical Society of South Carolina (MSSC), Bon Secours Health System, Inc. (BSHSI), and one director is appointed by Atrium Health. It is the founding members' intent that the members of the Organization's Board of Directors are appointed to such positions because they have a willingness to serve the needs of the system as a whole and not the needs of any individual founding member. Form 990, Part VI, Section A, line 7b The following actions shall require the unanimous affirmative approval of all of the founding members: (a) to amend the Articles of Incorporation or By-laws, including without limitation, any change in the Corporation's purposes; provided, however, that, subject to the procedures and voting requirements with respect to the admission of non-founding members, Schedule 3.1 may be amended with the approval of two (2) of the founding members to reflect the admission of a non-founding member; (b) to dissolve or liquidate the Corporation and to determine the distribution of assets upon dissolution; (c) to merge or consolidate the Corporation or to sell, convey, transfer, lease, or otherwise dispose of all or substantially all of its assets; (d) to appoint the President and Chief Executive Officer of the Corporation in a manner other than that established within the By-laws; (e) to alter or amend the Corporation's ethical performance standards (defined below); or (f) to enter into any material agreement whereby a third party will: (i) become an equity owner in any joint venture with the Corporation or any system participant and will not be legally obligated to support the Corporation's ethical performance standards; or (ii) manage a substantial part of the facilities, assets, or operations of the System and will not be legally obligated to comply with and support the Corporation's ethical performance standards. Form 990, Part VI, Section B, line 11b The Form 990 was prepared by an independent accounting firm with assistance and oversight by management. Reviews were then conducted by senior management before drafts were sent to each member of the Organization's governing body. A transmittal letter accompanied the drafts and provided highlights of the Form 990 to the Organization's Board of Directors. After the governing body approved the Form 990 draft, a final version was filed with the Internal Revenue Service. Form 990, Part VI, Section B, line 12c The Directors shall complete and return to the Secretary an annual statement that each of them: (a) has received a copy of the Conflict of Interest Policy; (b) has read and understands the Policy; (c) agrees to comply with this Policy; (d) understands that the Policy applies to all committees; and (e) understands that the Organization is a charitable organization and must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes. Form 990, Part VI, Section B, line 15 An independent company, Towers Watson, provides research, advice and guidance to the Compensation Committee and senior leadership to ensure the Organization's compensation programs for executives covered by the "Intermediate Sanctions Legislation" (IRC Section 4958) are aligned with its stated philosophy: Base salaries are targeted at the 50th percentile of the established comparator market; Total cash compensation (base salary plus annual incentive payments) are targeted at the 75th percentile of the established comparator market; Total direct compensation (total cash compensation plus long term incentive payments) will not exceed the 90th percentile of the established comparator market; Benefits are targeted at market median; and In aggregate, base salary, total cash compensation, total direct compensation and benefits comprise total compensation for executives. The Compensation Committee ensures that executive total compensation is reflective of the Organization's stated compensation philosophy. The Committee, in this process, authorizes and supports an annual three step process utilizing Towers Watson's resources: 1) Salary levels, annual bonus targets/payments and long term incentive grants are compared rigorously each year with market data based on comparable positions and organizations. A. Comparable organizations are typically not-for-profit healthcare systems with similar operating revenues. Private sector employer data, when available, are also included in the analysis for "transferable skills positions". B. Historically, performance incentive payouts generally track with a normal bonus payout distribution. Incentive goals are primarily based on formally defined quantitative goals approved by the Ad Hoc Compensation Committee of the RSFH Board of Directors. 2) All recommended pay decisions are tested against these data and the Organization's stated compensation philosophy. 3) A formal opinion letter is prepared by Towers Watson, representing that senior executives are compensated within the reasonableness standards mandated by the IRS. A similar process is performed by Towers Watson for the CEO and CFO positions. This letter provides a "safe harbor" for the Organization's "directors" relative to the reasonableness of total executive compensation consistent with IRC Section 4958. Form 990, Part VI, Section C, line 19 The Organization's audited financial statements are published annually and are available to the public at www.dacbond.com. Part VII, Line 1: The following board members were compensated for services performed for the organization (or a related organization) not in the capacity of their positions on the board. No board member is compensated for his services as a board member. Brian Cuddy, MD was compensated for medical services rendered to the organization and a related organization. John B. Holloway, Jr. was compensated by the Medical Society of South Carolina for services as Chief Executive Officer. John A. Spratt, MD was compensated for medical services rendered to the organization. Susan Datta, MD was compensated for medical services rendered to the organization. Wills C. Geils, MD was compensated for medical services rendered to a related organization. Kent Stock, MD was compensated for medical services rendered to a related organization. Part IX, Line 1: The grants expense shown on page 10 of the 990 is an allocation from the parent company, CareAlliance Health Services. All grants meeting disclosure requirements have been listed on CareAlliance Health Service's Form 990. Form 990, Part XI, line 9: Pension and Benefit Allocation from CareAlliance -1,991,162. Equity Transfer to Related Orgs 77,386,457. Other Non-Operating Loss -239,638. CareAlliance Health Services 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 570831165 Healthcare SC 501(c)(3) Line 3 N/A 0 Roper Hospital Inc 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 570828733 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Bon Secours St Francis Xavier Hospital 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 571067254 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Roper St Francis Mt Pleasant Hospital 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 570360499 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Roper St Francis Hospital - Berkeley 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 263710229 Healthcare SC 501(c)(3) Line 3 CareAlliance Health Services 0 Roper St Francis Foundation 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 571068509 Supporting Org SC 501(c)(3) Line 12a, I CareAlliance Health Services 0 The Medical Society of South Carolina 69-B Barre St Charleston SC 29401 570288358 Supporting Org/Founding Member SC 501(c)(3) Line 12c, III-FI N/A 0 Clinical Biotechnology Research Institute at RSFH 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 475407453 Healthcare SC 501(c)(3) Line 4 CareAlliance Health Services 0 Lowcountry Surgery Center LLC (dba Roper St Francis Eye Surgery Center) 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 581693021 Eye Surgery SC N/A RSFH - ATI Physical Therapy LLC 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 474797980 Physical Therapy SC N/A CareAlliance Medical Services Organization 8536 Palmetto Commerce Pkwy Ste 201 Ladson SC 29456 571012837 Inactive SC N/A C 0 0 0 1 1 1 0 0 0 1 1 1 0 1 1 1 1 1 0 0