BOARD MEETING:  Regular Meeting   DATE:  December 18, 2018    MEMBERS PRESENT:  Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Patricia White.      MEMBERS ABSENT: Helen Godfrey-Smith (arrived at 5:45 p.m.), Kenneth Clay TIME CALLED TO ORDER:  5:35 p.m.   OTHERS PRESENT:  David Jones, CEO, Pam Hughes, COO, Dakota Robinson, CFO, Mary Coil, Foundation Executive Director/Marketing Director, Dr. John Woods, Chief of Staff, Walter D. (Doug) White, Attorney, John Wells, CPA with Lester Miller & Wells, Mary Carroll, CPA with Lester, Miller & Wells, Adam Oliver, Ambulance Service Director, Lanell Audirsch, Admin. Asst.  LOCATION:  NCMC Events Center   BOARD CHAIR: Robert T. Green, Jr.     SECRETARY:  David Jones     I. CALLED TO ORDER – Robert T. Green, Jr., Chairman, called the meeting to order.   II. Invocation and Pledge of Allegiance – Robert Green offered the Invocation.  Brenda Smith led the group in the Pledge of Allegiance.    III. Approval / Amend Agenda – David Norman made a motion to approve the agenda. Pat White seconded the motion. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Pat White.   Nays: None.   Absent: Kenneth Clay, Helen Godfrey-Smith.   Abstained: None.   The motion passed by unanimous vote.   IV. Community Comments – Robert T. Green, Jr., Chairperson noted there were no signed Visitor Recognition Cards requesting to address the Board.  V. Presentation of Fiscal Year End Audit – 2017 – 2018 by Lester, Miller & Wells, CPA Firm  –  Robert Green noted that we are prepared and ready for the presentation of our Fiscal Year End Audit for 2017-2018 by Lester, Miller & Wells CPA Firm.  Mary Carroll with Lester, Miller & Wells began by stating the first order of business she would like to thank you for the opportunity to be of service again this year.  Everybody is so friendly and they really appreciate that. This is the audit report which is prepared by management and presented. If you look, the Independent Auditors Opinion is what is on the letterhead. We work with management and we are here to tell you that the numbers presented in the audit report are materially correct. They are not to the penny/to the dollar, but someone reading this, their opinions of the financial stability or wellbeing of the hospital would not be changed if all of the numbers changes by whatever minor amounts we passed on as immaterial. There might be one table – Table 4 on Roman numeral seven that might be of interest to you. I know at every monthly meeting you look at a lot of patient statistics and the bottom line and the well-being in the hospital is what your patient volumes are, but here instead of comparing month to month, year to year, you have a four year spread to see what kind of patient activity you have going. You can tell the numbers are on the upswing. There were a few years here where there was commotion, a little bit of construction going on; had a few inefficiencies but now you are getting back into the swing of things and it is showing in the patient statistic numbers. She guided them to the letterhead pages – page 1. Some people used to call it a clean opinion. This is the best opinion that a company can get. There is an emphasis of a matter and it says that this is a subset. This entity is created by the Caddo Commission and these audited numbers will actually be molded into the Commission Report. That is why it will go to the Commission. The first Financial Statement is on page 4. It is called the Statement of Net Position, but in the accounting world as a business owner you might think of it as the Balance Sheet. The very first line, everyone will have a big grin – look at that over $3 million dollars of cash. That is not even the most of it, one-third of the way down, limited use assets; there is actually some funds in sinking funds that are restricted because they are reserved for capital improvements or they are restricted by the USDA Bonds that they have to be spent for the reduction of the long term debt – a very good cash position. Current ratio is back up to 2.4 and it was down at 1.6 last year. If you take current assets and divide them by current liabilities you have over two times more current assets than current liabilities. It is a very healthy balance sheet this year. One thing you will see that is new is something called a Pension asset under the limited use assets. This is a GASB 68 calculation that several years ago there were too many governmental entities that had pension liabilities that were not accounted for on their balance sheets. There are actuarial studies and this pension plan, we call it a Multi-Employer Shared Pension Plan because North Caddo and thirty other governmentals in Louisiana are in this same pension plan. We get that audit from that pension plan to build in your 10% of the numbers for that pension. The pension plan had a good year and this is based on calendar year 2017 numbers because in the previous year that pension liability of $1.2 million dollars grew and that means that the funds in the pension plan actually grew faster. Because we had a $2 million plus bottom line, you will see that the net position is now a healthy $8.4 million dollars. That is another way that you can look at the health of the hospital. Moving on to the next page, everybody looks usually at this page first. It is buried about five lines up from the bottom. That is the increase or decrease in the net position. Out to the side that is actually what you look at as the net income or loss for the year; a pretty hefty swing of $5 million dollars difference between a losing $2.4 to having a bottom line of $2.2 million positive this year. The very top line of operating revenues is net service revenue and that had almost a $2 million dollar increase. This is gross patient revenues less estimated contractual adjustments. This is what we expect to collect and we don’t always collect 100% of our bills and it is by design that way. Non-capital grants and contributions in this $2.2 million dollars is something called an IGT grant. In previous years it wasn’t really grant revenue. The other operating revenue got another shot in the arm in the third line down that includes the 340B program revenue, which you have probably been watching grow and it still continues to grow. (Helen Godfrey-Smith arrived at 5:45 p.m.)  That helps a lot. John Wells said before we go any further, one quick thing about the governmental transfer, the IGT, while that number was a big number last year, it is going to be less and you are booking less in your financial statements right now, because that number has gone down, because of Medicaid expansion. These UCC numbers that you got paid on in 2018 did not include in that expansion. The numbers you are getting paid under right now in the year that ends in June 30, 2019, that includes the Medicaid expansion so you are going to see that go down. This is like a windfall this year and then it kind of levels out as long as you have the Medicaid expansion in place, which is up in the air because of the District Court decision in Texas that is going to the Fifth Circuit which is a really conservative Circuit Court. Who knows where all of that is going to go. Just know that those numbers should flatten out as long as that stays stable. Operating Expenses – the very top line is the most important. The biggest chunk of the cost of running a hospital is in the salaries of the staff to treat the patients. You will see that the salaries expense went down as did the fringe benefits. She has another number on page 36 – she flipped back, noting that the fringe benefit ratio, which a lot of times you want to look at, and see how the self-insured medical plan was a way to try to reduce costs. The fringe benefit ratio went down from 27% to 25%.  So, being able to, even if the insurance cost rate went up a little bit, they didn’t go up as big as they could have. In effect, you’ve saved on fringe benefits and you’ve saved on salaries expense, too, which is very good. FTE’s – sometimes you look at staffing numbers and you want to try to maintain level staffing numbers. One of the rules of thumbs that we look at is nursing hours per acute in-patient stay. In previous years, we’ve seen that number here as high as 24, 25 hours per patient day. In the current year, financial report, that got down to 18.1. We knew we had some inefficiencies; we couldn’t quantify what they were but I think we are getting back down to a normal when there used to be inefficiencies just because of the construction going on; kudos to the staffing there. One of the numbers you probably would have expected to go up is depreciation and amortization. This the first year of a full year of the full hospital being depreciated. That is not a surprise to anybody else. All in all being able to say that you got your total expenses to go down instead of up from $23 million to $22 million – a round of applause please.  Sales Tax revenue is another big line item. This is sales tax revenue that was approved by the voters on a ten year plan. That sales tax revenue is dedicated to the reduction of the long-term debt. In the non-employer pension contribution revenue, there is actually a law in Louisiana that has some of the ad valorem taxes going into the pension plan, which is where you are getting the benefit of that since we had to record the pension expense and the liability, we are getting credit for some of those ad valorem taxes, they are not running through your bank account but they are running through the pension accounting. Interest Expense – no surprise there that it went up, too. These two pages, probably, if you looked at any two pages, are probably going to be the most numbers and information for looking at the business results right here. She usually skips over the cash flows – it’s a regurgitation of some of the same numbers, just in a different format. She is going to point out the highlights. You are welcome to read the notes and if you have any questions, their phone number is on the letterhead on the opinion letter. We are available for phone calls or emails or whatever, if you have any questions. You have hired us and so we are reporting back to you. She is going to page 16. In the middle of the page is Note 6 – this is where we were talking about the assets that is limited to use. These are restricted monies. There are notes on the long-term debt and the major bond covenants.  Commitments Under Non-Cancelable Operating Leases – She will interject here that there are some new financial rules coming out and one of those is revenue recognition. As soon as you learn the rules, they change the rules. On page 35, that is where the Other Operating Revenue  – so the supplementary schedules back here are actually almost in line with how that income statement or statement of positions of changes in positions shows, and that is where it breaks out and tells you where the 340B pharmaceutical program is. There is more pension disclosure that is required; there is a schedule of the insurance for the USDA Bond covenants and at the end starting on page 46 is the end of the true financial statements. We have one finding which will continue to be a finding in what we call “a with cause finding” and that is on the segregation of duties. The staffing is so tight that is not economically feasible to have multiple people in all the clinics and in the cafeteria collecting money. She can’t explain it any better than that; it is just the nature of the beast of the size of the company. We are just saying that you can do mitigating procedures to do the best you can to check those controls and double check but it’s not a guarantee. The last page in the book is a schedule of the prior year findings. There were two. The first one was the segregation of duties which is going to be a repeat finding and it is going to say that the current status is that it has not been resolved and the account reconciliation we said has been resolved and we’ll just recommend that account reconciliation stay a focus so that once that everything is cleaned up and that we just keep it that way and keep on going. One other little thing – she discussed with the Finance Committee some of the nitty gritty in some of the audit adjustments and some of the major adjustments. Those are also in the loose letter that is also a communication to the Board of Governance. At the end of the audit this is our formal report. Before she moves on to the little reports, does anybody have a question. There were none.  These agreed upon procedures are required by the Louisiana Legislative Auditor of all governmentals. This is the second year of something that was very new last year. This report just gives us marching orders of instructions of what to go and look for – look for policies and procedures and then do a couple of walk throughs and pick some samples and is everything operating as it has been designed. There were not very many findings and if there were exceptions, some of them have already been corrected and there’s a managements response. You are welcome to read it. This is also going to go on the Legislative Auditor’s website and be published as an attachment behind the audit report. John Wells thanked the Board for their attention tonight. He said they could either stay or leave at their pleasure. Robert Green told John Wells and Mary Carroll that the Board thanks them very much for their presentation. Robert Green stated after hearing the report from the auditors he would entertain a motion to accept the report. Helen Godfrey-Smith made a motion to accept the Fiscal Year End Audit Report for 2017-2018 as presented by accounting firm of Lester, Miller and Wells. David Norman seconded the motion. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.   Nays: None.   Absent: Kenneth Clay.   Abstained: None.   The motion to approve the fiscal year-end audit as presented passed by unanimous vote.  VI. Minutes – Regular Meeting November 27, 2018 –   The minutes of the Regular Meeting held November 27, 2018 were mailed prior to today’s meeting for review.    Robert Green stated he would entertain a motion to approve the minutes.  Pat White made a motion to approve the minutes of the Regular Meeting held on November 27, 2018 as mailed.  Mary Irvin seconded the motion.  The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.   Nays: None.   Absent: Kenneth Clay.   Abstained: None.  The motion passed by unanimous vote in favor.    VII. Old Business – 1) Sick Time Buy Back Update: David Jones said he would like to thank the Board members who were able to come to the Christmas party. As you could tell by being there it was a very good event. The employees enjoyed themselves and not just because they were waiting to receive a check either. We actually did come in a small amount under, which is somewhat of an oddity over the last few years.. Dakota Robinson said it was because we had an employee to terminate employment just before the checks were issued. It was a massive moral boost and the party was a very good undertaking, refreshments were good and the entertainment was great. Thank you all for your part in that. Brenda Smith said it was wonderful – the food was good and everyone seemed to enjoy it, much relaxing and the saxophone set a good atmosphere. David Jones stated special kudos, once again, to Mrs. Hughes for decorating our hospital in a very festive light and Mary Coil for helping to set up the food arrangement and the saxophonist. It was a great event.   2) Allscripts Interface Update:  The Allscripts Interface – we are still ongoing. They typically give a three month window to get something up and running for an interface standpoint. They have to write code and the others have to write code and then they have to test it. You have to go through that process. There is quite a bit of testing that goes on once it is written. If they find any code errors they go back in and re-write the code because the interface itself is a program that interprets it from one thing and then puts it into the other. We are hoping by the next Board meeting this will be done. They typically give you a 90 day period before and we are about 30 days or a little under that. It is in progress.   VIII. 1) Review October 2018 Statistics –  Dakota Robinson: Dakota Robinson, CFO, noted that the slides look different than they did in the past. Looking at the first one, admission this last month, there were 65 admissions and 10 swing bed admissions, so the numbers you will see the trend as we discuss this. They aren’t where they were this time last year but they were better than the October numbers. They are trending up. If you look at the inpatient days, there were 223 in November, October had 162. That is a significant number of inpatient days that we had more in November. Looking at the Average Daily Census, you can see the same thing projected in that at 9, across acute and swing in a combined number. Surgeries are still doing good. Dr. Banda did 14 last month and you can see that we did 18 in October. Looking at Endoscopies, we did 12. This is where it does take a little bit of a turn. Looking at ER visits, there were 349 ER visits last month which is the lowest in quite some time. We have looked at some of the hospitals in Shreveport. They are experiencing some of the similar things we are. We have implemented some marketing strategies as far as advertising for the ER – closer to town, little to no wait time, etc. Even Dr. Woods, in his talk can speak on those numbers as we go forward. Mammography – we did 41 mammograms. Newborns – there were 7. The Vivian Clinic is still over the 2,000 threshold – we are at 2,107. Plain Dealing Clinic had 576 and Benton Clinic almost 400 – at 392. The Fitness Center membership leveled off at 413. It is the end of the year. It is typical to see those numbers start to swing up in the New Year with New Year resolutions  – keep that in mind. That is the end of the Statistical portion. We will move on to the Financials unless anyone has any comments, questions or concern. Ronnie Festavan inquired if Dr. Banda did all 14 of those surgeries. Dakota said there may have been a couple of C-sections. David Jones said there were definitely a couple but the remainder was done by Dr. Banda. Dakota said he would say 90% was Dr. Banda. Ronnie Festavan said obviously he is very pleased with our facility and doing business here. David Jones said he is very happy. Dakota asked if there were any other questions on the statistical portion. Brenda Smith said she was curious if she may. Are those patients from our area or is he bringing any patients with him? David Jones said most of them are from our area. Dr. Woods said he would say they are all from our area. David Jones said there are some that have gone down there that were actually from here, but brought them back here. Dr. Woods said Dr. Banda said he would he try to keep everything that belonged up here, here. He is very loyal. David Jones said he could not sing his praises high enough because he is just exactly what we want in a position like that. Extremely loyal and he gets that we need patients here but he doesn’t go too far with that. He is very quick to note that some things can’t be done here and must go to Willis Knighton. He is very easy to get along with, he enjoys being with the Medical Staff and he has trained and is training the Nursing Staff and the support staff. He is involved in that. He couldn’t have written down anybody better than Dr. Banda for us to get here and crank up our surgical department. Dr. Woods said one of his primary motivators is the appeal to this hospital is that we do accommodate him in such a way that we eliminate all the bureaucracy that he is used to dealing with with the larger hospital. All he wanted in return was to come and enjoy what he does and not to be hassled. We eliminate all of that. He is very cautious. He is very judicious in the steps he makes. He thinks he is doing a fantastic job. Brenda Smith stated that we have two surgical suites that are about 5 years ahead of anything that Willis Knighton has. He was extremely impressed. Dr. Woods said he gets to make it exactly the way he wants to. He doesn’t have to put into a different mold. He can do what he wants to. That works for a lot of people.  Dakota Robinson continued stating this is an over view and he will try to do this every month. As we went through the statistical numbers you can tell that the month of November statistic wise is better than October and hopefully we can continue that trend going into December. There are a few things he would like to point out before we get further into the financial statements. We did make a cost report payment. That payment was made in November, so when we look at this set of financials there will be a point that he will point out that we did make a $209,000 cost report payment. Once again, the flu and illnesses, he attached two graphs that might be a little difficult to see, but basically the first week in December 2017 and 2018 you can see last year that almost all the surrounding states had widespread activity and then this year in Louisiana is local activity and then the surrounding states it is sporadic activity.  He would like to point out that audit entries from the audit that was just presented were posted in November’s set of financial statements. The first one that he would like to talk about, and the way this is going to be broke up, it is going to flow through the Financial Statement, so at the top right you will see Balance Sheet, Income Statement, Departmental Budget and it will flow with the Income Statement. The first one is Days Cash on Hand – Days Cash on Hand did go down to 41.91. The majority was some audit entries that were posted to clear account reconciliation. You heard the auditor speak on the account reconciliations where that had been an issue in years past and we had to clean those up. There is a cash clearing account and it is basically a flush account so accounts aren’t double posted from the clinic and the hospital when each one of them receives money for the other because funds do get mixed that way. When we cleared all that up it brought it down. There were also three payrolls – there was a payroll on the 1st and the 29th of November so that is a $375,000 reduction that you typically don’t see in a month. The $209,000 cost report re-payment also affected November’s Days Cash on Hand. If you look at the cash in the bank accounts, you will see $2.5 million dollars, and in the certificate of deposits you still have $700,000. If you go down to Assets Who’s Use Is Limited, on page 1, you will still see there is a large portion of cash that is reserved and that is what Mary Carroll was talking about. That is a large portion of cash that we have that we have that basically suffices the debt covenants for construction of the new building. Going to page 2 of the Balance Sheet, he wanted to point out two main things. From this time last year, if you looked at accrued salaries, withholdings and retirement, there was accounting change in that account, do you see the higher accrued amount. That is just an accounting change that we did with the audit to get things where they needed to be. Going down half way to the GASB 68 pension liability; we typically look over this line, he wanted to point it out because there is a significant change. It goes from a $1.2 million liability to basically an asset of $1.2 million dollars – a $2.4 million dollar swing. That is what Mary Carroll is pointing out that is related to the retirement plan that we have at North Caddo and it being over funded and in a good position as of June 30th. That number will not change the rest of the year until the next audit and all of those numbers are ran again. He asked if there were any questions on the Balance Sheet. There were none. Moving on to the Income Statement, last month we did have a loss of $50,970. The bright spots of that is that net patient revenue from October was up about $150,000 with the increase in the numbers that we saw and if we go down to the salaries and wages component which was a big shining spot in the audit, we still are only 4% increase from the previous year and that is mainly due to the raises that we instituted several months ago. Those are good numbers to watch. They do make up a significant portion of it. The third thing he wanted to point out was the Health, Dental and Life expense. Number two of that, Mary did discuss that it is very rare to see health, dental and life insurance payments that we make as an employer, to stay the same over a three year period. With us being self-funded we’ve been able to mitigate some of those increase in costs had we had stayed with Blue Cross / Blue Shield and not be self-funded. We do not have a set amount that we pay each and every month. He asked them to watch this last month that we would see an increase. The plan started over in October. In November, what you see is a lot of people have not reached that aggregate $60,000 that is our limit. That is an expense that we incur immediately. Then if they go over that in future periods, then we are reimbursed back every dollar over $60,000. As the plan year goes on, you see that expense line start to shrink. You see $342,000 which is high, but we are still in a better position by $81,000 than we were last year at this time. We have seen a few lower, smaller claims. That is a good thing. If you look at total operating expenses, year-to-date, only $175,000 more than the previous period.  Going to Grants – there is a $50,000 accrued revenue. We discussed the UCC payments, this number that he is booking is around the $500 – $550,000 number. We expect that number to increase and that is good. We don’t have it nailed down yet so he can’t record a reasonable estimate of that higher number yet, but in December we will see a larger number posted to this account. David Jones said the way John Wells was talking it is basically double. Dakota said we are looking at about $933,000 as opposed to the $500 – $550,000 that is being posted in this account now. That will make up a significant difference in the previous year. As you can see at this point last year we were at about $948,000. If you look at the sales tax, the sales tax like they discussed, they are coming in about 5% more than the previous year. That is about the second year that we have seen that increase. Hopefully that will continue. They expanded the sales tax that they collect on to internet purchases. So that has been a driving factor in that. He thinks that that will continue to grow. We get down to a decrease in assets to $50,000. If you look at our AR days you will see that they actually went down. That is good. That is what we always look for. We look for an increase. We don’t like to see multiple months where the AR increases, especially three months of that. That is a good sign in AR days. Going to page #5, this is the Departmental Revenue and Expense Report. A lot of this is self-explanatory with the statistical report I gave. I would like to point out that the reason why with the numbers that we’ve seen, especially in the ER and on the in-patient side, they have been lower, but we basically diversified where the revenue is coming from in the hospital. You look at PT; we’ve added services and service lines in PT, we’ve added especially with what we talked about the Allscripts integration a little earlier, keeping labs in house as opposed to going out, and then the obvious increase in the operating room. What we’ve done, we have been able to increase the revenue from those lines and it has mitigated some of the losses we’ve experienced in the ER and on the floor. Those are things that we haven’t had in the past. I believe that that is why we see a positive impact on the financial statements even with some lower numbers. I did leave a few of those departments off; I wanted to hit the big ones that we have brought before the Board. You have either purchased equipment for or software, that type of thing. Those are the types of things I wanted to point on that. Anyone have any questions on that report. There were none.  Going to the Budget Comparison on page 8 – with the decreased numbers we did shoot a pretty lofty goal on net patient revenue this year. We are about 6 ½ % off that number; we budgeted for $8.8 million and we are at about $8.2 million currently. I will go down into the Operating Expense section and you see us make up that 6 ½ in the expense section – we are at 6.9% below budget. We were tight with this budget, too. That comes from salaries and wages, mainly, and employee benefits and payroll taxes, which were two of the main sticking points in the audit this year that we made significant strides in those categories last year and hopefully we can continue. This is proof in the pudding that is continuing in this year and we have not reversed course. If you go down to Non-Operating Revenues and you look at the Grant Revenue that is where I discussed the UCC funds. The main difference there is we were receiving $1.9 million and now we are booking $500,000. That will come up in the December set of financials; I just don’t know exactly how far. David Jones stated to make a point, also, if you double those numbers that we have there or as rough estimate, we are pretty much dead on budget as far as bottom line versus bottom line. Hopefully it will be realized.  Dakota proceeded to page #9 – the Vivian Clinic Income Statement; you will see they have had a profit of year to date of $348,000. Last month they had a profit of $44,000. To commend Pam Hughes, these are some lines that add to the bottom line of the hospital. They have gotten better over time. We used to have some of them washed a little bit, but the clinics are continuing to add more and more to the hospital. The Plain Dealing Clinic had a profit of for the year to date of $26,818 and a profit last month of $12,804. The Benton Clinic is the one he is proud to present to you. The Benton Income Statement- 2019 has turned a profit of almost $14,000. Last month they had a $35,000 profit. He would like to point out that there is an accounting change in here. He told you to look at the contractual adjustment and bad debt line item. This is the second line on page 11. You see that has dropped significantly. The reason in that is the way that Medicaid patients are part of either traditional Medicaid or Medicaid MCO’s, which are commercial insurance carriers that have contracted with the State to provide Medicaid services. We have treated those like commercial payors. In that clinic, they have a higher contractual rate than what the contractual rate is for a Medicaid patient with our new rates that Pam was able to secure with the rural health clinic. Those are the increased rates that we have been talking about for quite a while now. Once we move those commercial MCO’s to the Medicaid bucket it reduced the contractuals that we had to take on those. This is a function of the audit. It is turning a profit. I will tell you do not expect a $35,000 swing in the month of December, because we did make those changes all in one month. David Jones noted that $35,000 was not a profit for the month of November, it was a profit that realized through the last five months. Dakota said he would expect to continue to see the contractual adjustments be lower than what they were for the first four months of this year. That is a bright outlook for the Benton Clinic and what we expect to see. David Jones noted that he wanted to piggyback on that with more kudos to Mrs. Hughes because that is really a direct reflection of her work realizing and creating and getting the rural health clinic status in Benton which was a place that some said we would never be able to realize and that is not only been realized but now it proved profitable for the future in that clinic because the reimbursement rates are different for a rural health clinic than they are a standard clinic. So thank you very much Mrs. Hughes. Ronnie Festavan said not to be redundant, but all of this time when I’ve been worried about the Benton Clinic and raising questions and asking questions, so now we finally we got Benton sort of straightened out with numbers and all of that, he knows Pam has been working on that and he hopes she understands that his questions were to insure that. I hear you say for the year; so I assume you are talking calendar year. Dakota replied it is fiscal year; from July 1. Where Benton is making a profit and we anticipate we are on a good road now with Benton. He would agree 100% probably would not have predicted it – some people would have said we would fall on our face at Benton. David Jones noted that the busiest clinic months are coming – January, February and March are typically your busiest clinic months. Dakota stated the next few months will tell a lot with that. Obviously one month doesn’t secure anything. It is a good sign. Ronnie Festavan stated thank you to everyone. Brenda Smith stated the clinic itself has the potential to expand to other services. Dakota asked if anyone had any questions. Helen Godfrey-Smith said Dakota mentioned the November numbers would have the adjustments from the audit. There was a $400,000 adjusting entry that Mary Carroll talked about. Is that reflected with the change of the net income for November? Dakota replied that it would be in the Balance Sheet. We basically went from a contractual adjustment back to an accounts receivable. What happened when you see that $400,000 adjustment, we had a biller make a mistake on one account that was a $400,000 claim that went out the door. The mistake was made in the last business day of the fiscal year. With the way the systems go, there is no way to reverse that in the system except with an audit entry. We corrected it the first business day back, which was July 1st or July 2nd. That time it goes through the audit because we can’t manually go change records like that. Robert Green asked on the report on the Health Unit there’s no revenue. Dakota replied that he didn’t get the report in in time. We bumped this meeting up a week early. That is one of those reports that is a timing. We will see that hit next month. It’s a struggle when we push things up a week to get all of those outside report. All of these reports are not generated here. A lot of them are generated at Willis Knighton; for instance that is a WIC program which is a State level. He can’t influence those to come in any quicker than what they do. Kenneth Cochran asked if we have any contact with that at all. Dakota stated that is based on the number of vouchers that we distribute. David Jones stated it is a contracted rate and they set the rate years in advance. We are not getting paid but it is a service. Ronnie Festavan asked if this format is this something new that we are going to be seeing every time. It looks like a different program to him. Dakota said that is for the Board to decide. This was my way of trying to make it flow a little bit and simplify the discussion so we are not flipping back and forth. Ronnie Festavan said, personally speaking, he likes it, because you have explanations on the right and that helps him keep from asking questions. He might see if it is possible, if he would coordinate the page number from the financial statements, you tell us every time but then he has to stop and find the page. Would it be a way to add that page number? Dakota said he would find a way to put it on there. Ronnie Festavan said he really likes the format. Kenneth Cochran said he likes it, too. Ronnie Festavan said it makes it simpler for him. He would like to know the page number beforehand so he doesn’t have to stop Dakota and ask what page.  Robert Green, Chairman, asked if there were any other comments. There were none.  Ronnie Festavan made a motion to accept the Statistical and Financial Reports as presented subject to audit. Helen Godfrey-Smith seconded the motion. The vote:  Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion passed by unanimous vote in favor.   Helen Godfrey-Smith requested to make an observation. Robert Green stated certainly. She thinks it is amazing that we would have the audit that we just received. The quality of the audit, the few findings for an organization as complex as North Caddo Medical Center, with the different places for revenue and expenses. It is just a real, real complex organization from an accounting standpoint and for us to have so few findings and for our organization to be run so efficiently is worth noting. She just wants that to be noted in our minutes and noted to whoever might be attuned to hear it, that financially this hospital is in the best financial condition that it has been in in many years. David probably thinks ever, at least for the thirteen years that he has been here. It is just commendable and she is very proud to be a part of this Board and proud to be a part of this entire team as we work diligently moving forward to bring even higher efficiencies. Robert Green said thank you. Mary Irvin said she would like to dovetail on that. For the auditor to have such a positive feeling about our hospital, she knows with her work in the business world, we really never liked to see the auditor coming. I don’t know if we were always real friendly. It says a lot about our organization that we have that kind of rapport with someone who is digging and asking questions. It is to be commended for the organization and everyone. Kenneth Cochran having been part of the audit situation, their job is to find something on you. They are not paid to not find something. This is pretty significant. Pat White said you are holding your breath turning to the back page right away to see what their findings are. Helen Godfrey-Smith said she has not been on the Board for a long time, but the first audit she experienced was not a real good one – not the worst she had ever heard, but just not a real good one. It has just been progressively better and better and this is where we want it to be. David Jones noted that since Lester, Miller and Wells has taken over the audit process this is the cleanest audit we have had from them. It is a bragging point, because they are extremely thorough. That really credits them to be high level auditors. Kenneth Cochran asked who makes the decision for that company to do the audit. David Jones replied that the hospital Board does. Kenneth Cochran said it is not something that is widespread because they said they represent several rural hospitals. David Jones said they are the largest healthcare accounting firm in the state. They have been doing this for a long time. Ronnie Festavan said to expand on that a little bit and he agrees 100% with what everyone said. He wishes there was some way that we could let our public know without being braggadocios – that is significant what we have done. David Jones said he thinks we could figure out a way. Ronnie Festavan asked don’t you agree that the public should know what we are doing?   Helen Godfrey-Smith said we are a public entity and I think we could do that by taking the liberty of inviting the public to take a look at our audit report. Not just bragging on the audit but inviting the public to go on the website to have a look at the audit report for more in-depth analysis of the hospital’s financial position. We could do that easily. Kenneth Cochran said it would be particularly appropriate coming from the Finance Committee. Helen Godfrey-Smith said they can make that happen. Robert Green said then to be compared to the New Orleans Saints – that’s something.   IX. Executive Session:  Robert Green stated he would entertain a motion to enter into Executive Session for Strategic Planning.  Ronnie Festavan made a motion to enter into Executive Session for Strategic Planning. Pat White seconded the motion. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion passed by unanimous vote in favor.   The Executive Session was entered into.   No action was taken during the Executive Session.      Ronnie Festavan made a motion to enter back into regular session.    Kenneth Cochran seconded the motion.   The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion passed by unanimous vote in favor.   X. New Business – 1) Purchase of New Server and License for Allscripts:  David Jones noted that #1 and #2 under new business are related. He noted that, in his opinion, the best IT guy that he has worked with in healthcare, here tonight to go over a little bit of what we have here. To set it up, it is two different pieces of hardware with some software intertwined, but one of them aids and assists in running our electronic medical record in the clinic setting and the other is a backup server that basically houses all of our personal files, all of our spread sheets, email, everything like that from a system standpoint. Robert Green stated he would entertain a motion to approve the Purchase of New Server and License for Allscripts for the purpose of discussion. Brenda Smith made a motion to approve the Purchase of New Server and License for Allscripts.  Mary Irvin seconded the motion. David Jones introduced Ross Hansen to the Board to address the Board. Ross stated the first item is the Allscripts update. The clinical system that we use is housed on software that we have had up and running for about six and one half years. It is time to do some updates. Those updates will affect performance and reliability for the future. We are at a point where the version we are on can’t be expanded on the system we are on. We have to buy new licensing that we typically don’t have to buy every generation. We can do many upgrades upon that same platform but the platform itself is something that is necessary for the next step. That is going to encompass the base operating system and licenses for each of those applications. Are there any specific questions about the line items on there? Kenneth Cochran asked about the cost. Dakota Robinson noted he gave them a sheet with the breakdown with the cost of $27,245. That was the Enterprise Version. Ross stated the Enterprise Version is the backup appliance. There is physical disk space that takes up a portion; there is the operating system which is like buying windows.  You’ve got a sequel server which is the data base that houses all the information then you have to license each user that will use that data base. That is all the nurses, all the physicians at all three clinics plus the Business Office and the Medical Records that use it to validate records. They all connect. Those licenses are the biggest line item there. Because we are moving to a new server platform, which we are on 2008R2 which cannot 2010; the current version is 2019. You have to have a user cal for every user who will authenticate against those systems. Our entire employee base will be affected by that. There is a purchase of 250 user licenses for that platform. That is something is occurring now because we are taking this step with Allscripts but would occur anyway as we have to move forward to stay on a supported platform. Ronnie Festavan inquired if there were any bid law requirements with this. David Jones replied no Sir. He had three quotes to cover it and it is under the $30,000 threshold. Ronnie Festavan said he knows there are thresholds for it but he is concerned that we are pretty close there. There are no bid law concerns. Dakota stated that everything falls under the bid law, it is just a threshold of what that amount is. This falls under that amount and you are required to get three bids for the equipment. Our existing hardware you can add to that without incurring as much cost as if you were re-implementing the entire environment. That affects some portions and other portions it doesn’t. Allscripts is replacing Allscripts as a platform would be many hundreds of thousands of dollars to replace the EHR system rather than upgrade the one we have in place. Brenda Smith said so you did get three bids. David Jones replied they got four. Ronnie Festavan said now let me go back to my question; are there any bid law concerns with the purchase of this equipment. Dakota Robinson replied no Sir. He requested that be reflected in the minutes that there are no bid law concerns. Ronnie Festavan thanked Mr. Chairman. Robert Green, Chairman asked if there were any other questions. There were none. Robert Green asked for a vote. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion for the Purchase of New Server and License for Allscripts passed by unanimous vote in favor.   2) IT Back-Up Server:  David Jones requested a motion for the purchase of the IT Back-Up Server. This will be a little easier. This item has already been budgeted for and it is an out-right software purchase.  Mary Irvin made a motion to purchase the IT Back-Up Server. Ronnie Festavan seconded the motion.  Ross Hansen stated that backup / disaster recovery is how we keep a redundant copy of all the important data and critical data that we need to keep for various periods of time depending on the type of data they are. The equipment we have been on is about five years old. At this time we have a need to move to a new version of that as well. Normally we look at that when we come up for renewal time for maintenance. Every year we pay maintenance on those licenses, so this year we know we need to replace the hardware in addition to renewing the licenses. The vendor, for the same price as the maintenance, is also giving away the free hardware at the same level we have. The difference here is that instead of paying for one year of maintenance you pay for the three years of maintenance and that will cover us for both a physical server cost and also the maintenance of those costs that we would have had to pay after buying a separate physical device to supply on top of it. It also increases the type licensing that we have in the back-up software to remove any limits on the number of devices and types of applications that can be backed up using it because it comes with their elevated level of  software preloaded on that hardware and that’s why we are requesting that at this time.   David Jones said, basically what it is, we are paying the exact same amount we are paying right now but if we guarantee a three year contract they will give us the brand new hardware to do this. It is exact same amount that we are paying right now it is just we are guaranteeing a three year re-up fee. They are giving us the hardware. Robert Green asked if there was any further discussion. There was none. Robert Green called for a vote. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion to purchase the IT Back-Up Server passed by unanimous vote in favor.  3) Election of Officers for 2019:  Ronnie Festavan stated he would like to nominate Robert Green as Chairman for the 2019 year. Helen Godfrey-Smith also nominated Robert Green also. Robert Green stated that the floor is open for nominations for Board Chairman. Kenneth Cochran moved that the nominations close for the Chairman position. Pat White seconded the motion. The vote: Yeas: Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: Robert Green.  The motion passed by unanimous vote in favor.   Robert Green stated the floor is open for Vice-Chairman for the year of 2019. Pat White moved that Mary Irvin be nominated for Vice-Chair. Robert Green asked if there were any other nominations. Brenda Smith seconded the motion. Robert Green asked if there any other nominations. Kenneth Cochran moved that the nominations cease. Ronnie Festavan seconded the motion. The vote: Yeas: Robert T. Green, Jr., Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: Mary Irvin.  The motion passed by unanimous vote in favor.  4) Management Contract Vote: Helen Godfrey-Smith moved to table the management contract vote until a later date around or about January 15th when they can have a special meeting for discussion. Ronnie Festavan seconded the motion. Robert Green asked if there was any further discussion. There was none. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion passed by unanimous vote in favor.   5) CEO Contract Approval: Pat White made a motion for approval of the CEO contract. Helen Godfrey-Smith seconded the motion. Robert Green asked if there was any discussion. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion passed by unanimous vote in favor.  Robert Green thanked those involved in making this happen. David Jones said thank you to the Board. He enjoys working with the Board. He gave a special thanks to Mary Irvin for taking the bull by the horns and running the way she did and with Bro. Green’s support. It certainly moved forward very quickly once she was appointed as the key person. Helen Godfrey-Smith said she would like to suggest that we have some volunteers to come together to figure out how we are going to announce this and how we are going to raise our brand in our community with our hospital by this nomination and this approval of his contract as our CEO. We can’t just let this get out by the grapevine. Pat White said she would suggest that Mary Coil be involved since she is in good contact with radio and newspaper. Helen Godfrey-Smith said Mary Coil can serve on it but she certainly wants to be involved in that organization process. Robert Green said what we talked about earlier of exposing the community to our audit report and this could be a combination. XI. Administrative Reports – 1) NCMC Activity: David Jones said he wanted to remind the Board that tomorrow we are having the Employee Potluck. We would appreciate any of the Board members that can make it. For the Board to be able to interact with the employees is important, but also judging the sweets and side dish is very important as well; a very tough job. Please come if you can at 11:30 and lunch will be served at 12:00 noon.      2) Foundation: Mary Coil said she told the Board last month about “Giving Tuesday”. This month we have been doing the ornaments for our tree that we are giving in Memory or Honor of loved ones. We have had a great response. They look really good on the tree. We definitely had a lot of guest stopping and looking at them and that is always a great thing to see. We are making plans for 2019. We are going to finish this year out and see what will be to come for the upcoming year.  3) Construction Report: David Jones asked Pam Hughes to give the Construction Report. Pam Hughes stated that hopefully on January 2nd they will start and they are supposed to be finished on September 9th. The company is Lincoln Builders. She met with them recently. We had a project meeting and we are looking forward to it. She has good feelings about it. It is time to get the hard hat again.     David Jones noted that our architect that designed our hospital, Wayne Estopinol, was killed in a tragic plane crash. He and the Business Development Coordinator from Louisiana that he and Pam Hughes knew very well and the pilot all perished in a plane crash just outside of Indiana. Wayne was a great architect and a very good man, good to deal with and very intelligent and motivated to fix problems and get things done. He was sorely missed. It made national news. He is a huge figure in the Lexington area; owned part of a professional soccer team. We sent something from the hospital with our prayers. He will be missed in healthcare, from an architectural standpoint for sure, and personally from a co-worker standpoint as well. He was here at our groundbreaking and he also attended the Louisiana Hospital Summer Conference. It is still surreal – when a tragedy like that happens it is as if it did not happen. His stamp on our hospital is evident and he designed most of the Willis Knighton facilities, not to mention about 100 other hospitals in multiple states. It is a great loss in the healthcare community.     XII. Medical Staff Report – 1) Recommendations – Dakota Robinson: MEDICAL STAFF APPOINTMENTS: Dakota Robinson presented the Medical Staff recommendations for the Governing Board approval: 1) James Chen, M.D. – Requests Provisional Privileges in the field of Radiology for the period of December 17, 2018 through December 31, 2019.  2) Jerome Klein, M.D.  – Requests Provisional Privileges in the field of Radiology for the period of December 17, 2018 through December 31, 2019.  3) Neil Staiber Jr. M.D. – Requests Provisional Privileges in the field of Radiology for the period of December 17, 2018 through December 31, 2019.  4) Ellen Hauptman, M.D. – Requests Provisional Privileges in the field of Radiology for the period of December 17, 2018 through December 31, 2019.  5) Ann Marie Pierce M.D. – Requests Provisional Privileges in the field of Radiology for the period of December 17, 2018 through December 31, 2019.   MEDICAL STAFF REAPPOINTMENT: 1) Ramin Zamani, M.D. – Request Courtesy Privileges in the field of Radiology for the period of December 17, 2018 through December 31, 2019.  ADVANCE PRACTICE PROFESSIONALS APPOINTMENTS/REAPPOINTMENT:  1) Kelly Key, CRNA – Requests Courtesy Privileges in the field of Anesthesia for the period of December 17, 2018 through December 31, 2020.   EXTENSION REQUEST: 1) Stephen Taylor, M.D. – Requests extension pending “PAPA” assessment “Per the By-Laws”.  VOLUNTARY RESIGNATIONS: NONE   Brenda Smith made a motion to accept the Medical Staff Appointments, Reappointments, Advance Practice Professionals Reappointment, and Extension Request. Mary Irvin seconded the motion. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion passed by unanimous vote in favor.  2) Chief of Staff Comments:  None.    XIII. Adjourn: There being no further business David Norman made a motion to adjourn. Ronnie Festavan seconded the motion. The vote: Yeas: Robert T. Green, Jr., Mary Irvin, Kenneth Cochran, Ronnie Festavan, David Norman, Brenda Smith, Helen Godfrey-Smith, Pat White.  Nays: None.  Absent: Kenneth Clay.   Abstained: None.  The motion carried by unanimous vote. Meeting adjourned at 8:59 pm.

NORTH CADDO HOSPITAL SERVICE DISTRICT

North Caddo Medical Center

Vivian, Louisiana

David C. Jones, Secretary

Approved by the Board of Directors at the regular meeting held January 22, 2019