2013-05-15T13:22:47-05:00 2012-06-30 BKD LLP 1201 Walnut Suite 1700 Kansas City MO 641062246 990 2011-07-01 320290671 LEWIS AND CLARK INFORMATION EXCHANGE % JOHN P WILSON LEWI 8162716611 5325 FARAON STREET ST JOSEPH MO 64506 JOHN P WILSON 2013-05-15 true Michael J Engle 8162216300 2011 2016-02-24 21:20:13Z JOE BOYCE MD 5325 FARAON STREET ST JOSEPH MO 64506 196352 false X WWW.HEARTLAND-HEALTH.COM 2009 MO COORDINATION OF HEALTH INFORMATION SHARING FOR BETTER UNDERSTANDING OF THE PATIENT'S MEDICAL HISTORY. 11 8 0 8 0 0 0 0 359949 196352 0 0 0 0 359949 196352 0 0 0 0 466655 537347 0 0 0 230613 302082 697268 839429 -337319 -643077 25701 1717 344558 963651 -318857 -961934 COORDINATION OF HEALTH INFORMATION SHARING FOR BETTER UNDERSTANDING OF THE PATIENT'S MEDICAL HISTORY. 781496 0 196352 COORDINATION OF HEALTH INFORMATION SHARING FOR BETTER UNDERSTANDING OF THE PATIENT'S MEDICAL HISTORY. 781496 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 true true false false true 0 0 0 false false false false false false false false false false X 11 8 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 DIRCK CLARK 1.0 X X 0 299137 60215 LINDA BAHRKE 1.0 X 0 271976 64679 BEN ERNST 1.0 X 0 0 0 JOE BOYCE MD 1.0 X X 0 372016 71142 BRIAN BRADLEY 1.0 X 0 0 0 JON DOOLITTLE 1.0 X 0 0 0 LAURA FITZMAURICE MD 1.0 X 0 0 0 DEBE GASH 1.0 X 0 0 0 HAROLD JOHNSON 1.0 X 0 0 0 CLAY PATTERSON 1.0 X 0 0 0 MARLA TOBIN MD 1.0 X 0 0 0 SAM TURNER 1.0 X 0 0 0 JOHN P WILSON 1.0 X 0 540435 85973 DOUGLAS BRANDT 1.0 X 0 274400 74175 KAREN DITTEMORE 1.0 X 0 64942 12228 JEFFREY BLOEMKER 60.0 X 136390 0 24238 HELEN THOMPSON X 0 244558 20325 136390 2067464 412975 1 true true false CERNER CORPORATION SOFTWARE SYSTEMS 120493 1 0 NET PATIENT SERVICE REVENUE 196352 196352 196352 0 0 0 0 0 0 0 0 196352 196352 0 0 0 0 164591 164591 0 286346 258310 28036 1256 1256 54649 46682 7967 30505 25468 5037 0 22241 22241 0 0 0 0 206590 190297 16293 359 359 22259 22259 0 0 35299 35299 8990 8990 0 3344 3344 0 0 0 0 OTHER 3000 2400 600 839429 781496 57933 0 25701 1717 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 25701 1717 34964 49972 0 0 0 0 0 0 0 0 0 0 0 0 0 0 309594 913679 344558 963651 X -318857 -961934 0 0 0 0 -318857 -961934 25701 1717 -643077 X false true true X false X 327213 359949 196352 883514 327213 359949 196352 883514 317213 337239 170452 824904 317213 337239 170452 824904 58610 327213 359949 196352 883514 X 0 DUE TO AFFILIATE 913679 913679 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. true true false false false false false false HELEN THOMPSON 0 86846 0 0 0 157712 0 0 0 0 0 244558 0 0 JOHN P WILSON 0 399934 0 120101 0 20400 0 85027 0 946 0 626408 0 0 DIRCK CLARK 0 228305 0 50639 0 20193 0 42276 0 17939 0 359352 0 0 DOUGLAS BRANDT 0 203433 0 47154 0 23813 0 56140 0 18035 0 348575 0 0 LINDA BAHRKE 0 214722 0 45863 0 11391 0 44898 0 19781 0 336655 0 0 JOE BOYCE MD 0 295178 0 73813 0 3025 0 56558 0 14584 0 443158 0 0 JEFFREY BLOEMKER 119880 0 15739 0 771 0 4513 0 19725 0 160628 0 0 0 COMPENSATION FROM RELATED ORGANZATION 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. SEVERENCE PAYMENT OR CHANGE-OF-CONTROL PAYMENT SCHEDULE J, PART I, LINE 4A HELEN THOMPSON $157,712 SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B ACCRUED 6/30/12 --------------- JOHN WILSON 75,227 DOUGLAS BRANDT 46,152 DIRCK CLARK 32,467 JOE BOYCE, MD 46,178 LINDA BAHRKE 34,626 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 was employed as CIO for Heartland Regional Medical Center and terminated in January 2011. Her severance package included compensation through June 2012. As a part of her duties as CIO, she also served as Director and CEO of LACIE; no additional compensation was earned. GOVERNING BODY AND MANAGEMENT FORM 990, PART VI, SECTION A, LINE 1B Dr Joe Boyce, Dirck Clark are both employees of Heartland Regional Medical Center, a related corporation and Linda Bahrke is an employee of Midwestern Health Management, Inc., a related corporation. BUSINESS RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 2 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, MIDWESTERN HEALTH MANAGEMENT, INC. 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 2012. MARKET DATA IS PROVIDED BY INTEGRATED HEALTHCARE STRATEGIES (IHS). A COMPENSATION COMMITTEE COMPRISED OF THE HEARTLAND HEALTH BOARD CHAIR, HEARTLAND HEALTH BOARD VICE-CHAIR 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:DIRCK CLARK TITLE:DIRECTOR/OFFICER 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:JOE BOYCE, MD TITLE:DIRECTOR/PRESIDENT/COO 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 false HEARTLAND FOUNDATION 5325 FARAON ST JOSEPH MO 64506 431262768 SUPPORT MO 501(C)(3) 9 HH true HEARTLAND LONG TERM ACUTE CARE HOSPITAL 5325 FARAON ST JOSEPH MO 64506 261972987 HEALTH CARE MO 501(C)(3) 3 HH true HEARTLAND REGIONAL MEDICAL CENTER 5325 FARAON ST JOSEPH MO 64506 440545289 HEALTH CARE MO 501(C)(3) 3 HH true REGIONAL EMERGENCY MEDICAL SERVICE 5325 FARAON ST JOSEPH MO 64506 273923442 AMBULANCE SVC MO 501(C)(3) 9 HH true MIDWESTERN HEALTH MANAGEMENT INC 5325 FARAON ST JOSEPH MO 64506 431264358 HEALTH CARE MO HH C - CORPORATION 0 0 0.00000 COMMUNITY HEALTH PLAN 5325 FARAON ST JOSEPH MO 64506 431690582 INSURANCE MO HH C - CORPORATION 0 0 0.00000 COMMUNITY HEALTH PLAN INSURANCE COMPANY 5325 FARAON ST JOSEPH MO 64506 431210152 INSURANCE MO HH C - CORPORATION 0 0 HHS PROPERTIES INC 5325 FARAON ST JOSEPH MO 64506 431593799 DEVELOPMENT MO HH C - CORPORATION 0 0 0.00000 UPTOWN HOUSING INC 5325 FARAON ST JOSEPH MO 64506 261416252 DEVELOPMENT MO HH C - CORPORATION 0 0 0.00000 UPTOWN ST JOSEPH REDEVELOPMENT 5325 FARAON ST JOSEPH MO 64506 201742813 DEVELOPMENT MO HH C - CORPORATION 0 0 0.00000 HEALTH CARE BENEFIT TRUST 5325 FARAON ST JOSEPH MO 64506 431286484 HEALTH CARE MO HH TRUST 0 0 0.00000 false false false false true false false false false true true true false false true false false false HEARTLAND REGIONAL MEDICAL CENTER E 604085 FMV HEARTLAND REGIONAL MEDICAL CENTER L 87557 FMV HEARTLAND REGIONAL MEDICAL CENTER O 737924 FMV