 And whenever you're ready, Art, just go ahead and tell your story. OK, great. Thanks for having us today. Just a quick question, and I should remember this. Are you going to ask questions throughout the presentation, or do you typically wait to the end? Well, we could do it either way. Is there a particular way you would prefer? I'm fine with either way. OK. So whatever if it. If somebody has a burning question or something you've just said, we'll jump in immediately. Sounds good. OK, thank you. Well, I'm going to tee this up. So thanks again for having us here today, allowing us to tell our story. We're not only going to talk about FY 18 actual financial performance, we're also going to get into our FY 19 current to date and then also future. This is our agenda. It's essentially corresponds to the requirements of the letter you sent to us a couple of weeks ago. I'll let you look over that briefly, but we'll cover each of the bullets and then also the subbullets. So we're starting with talking about FY 18 actual results. And specifically on this slide, we're talking about the drivers of our 2.6 net patient revenue shortage. So the first thing is surgical utilization being under budget. We did have actually a number of things that occurred over a short amount of time with providers at our hospital. So the first one that I'll talk about is our dental surgeon had a pretty serious medical issue and had to retire. He was, I believe, our one pediatric dental surgeon in the state and will be sorely missed, was an outstanding surgeon and just a tremendous person, but he had to retire. We don't have it on here, but this relates to our expense. As well, we had a 0.6 anesthesiologist that almost died riding his mountain bike with his son. Late fall of last year and as a result, he had to retire. And we had to backfill that 0.6 with temporary folks, which, of course, inflated our budget as far as expenses are concerned. And then the one I think that most people are very aware of, this is out in the public, is one of our lead orthopedic surgeons having leukemia. And that was essentially the last quarter really affected our FY18. We'll talk more about the gap that has caused for FY19. And it's very significant. I think you'll be surprised to hear our estimated numbers as far as patient revenue is concerned. So inpatient admissions being under budget, as a result of what I just talked about, understandably, we have had less surgical admissions. And our average length of stay has decreased to 2.6 days. Now, this from a net patient revenue standpoint is certainly something that I don't like to see. But from a standpoint of providing the right care at the right time to our patients, it's actually a good news story. And what I'm talking about there is many of our cases now are going down to one day overnight staying at our hospital, where before, they may have been two nights or three nights. So our total hips, our total knees, our total shoulders, for the most part, patients stay one night and go home the next day, which is a good thing. We've actually done partial knee replacements. So you have total knee replacements, and then you have partial knee replacements. And we're sending some of our patients with partial knee replacements home the same day. And in the future, I think you've probably heard our surgeons talk about this briefly when they came and presented earlier this year. We're looking at same day total implant surgeries going home, which is the way that we want to go and the right thing for our patients. The patient is the right patient for that, of course. Then emergency room visits under budget by 4.4%. Another good news, bad news story. Bad news, as far as a CEO want to make sure you can make budget. Good news, as far as providing the right care to our patients. So we've had a case manager in our ED. It's a co-funded position with our FQHC across the street. This person has been in place. Two different people has been in place for over two years now. We have assigned hundreds of PCMs to patients coming into the ED. So a patient comes into the ED. Do you have a PCM, patient care manager? Do you have a primary care manager? No, I don't. Can we assign you one? And so what does that do? Well, instead of coming into the ED, the patient makes an appointment with a primary care manager and gets the care that they need right place, right time. And then our sleep study closed in January. We had a great relationship with North Country and their sleep fellowship-trained physician. But they had too much workload up in their area to continue to support us. And so we had to shut down our sleep study program. But we'll talk a little bit more about standing that up again at Copley in a further slide. All right, just a quick question on the slide. You're down 1.8 million in your NPR in total. Do you know, and you can get back to me if you don't, do you know how much in dollars roughly each of these are, is the surgical utilization 800,000, a million? You can get back to me, just in perspective, because I didn't know if this was in the right order. So if the sleep study is 500 or 600, some of the others might be smaller, all contributing for sure. OK, thanks. OK, so this is a rather busy slide, so let me talk you through it. So we just talked about net patient revenue budget at 1.8 million for FY 18. And then we had, as far as our operating expenses, we were 390,000 over budget for FY 18, which equals 2.2 million total in operating loss. So we have three challenged areas. I don't think that this is a surprise to the board. I think you've probably been hearing about this all week from other hospitals, but I'll talk briefly about it. So labor cost, we were 480,000 or 1.2% over budget. And the biggest of these, of course, was the need for travelers. So the last few fiscal years, we definitely set stretch goals for filling our vacant positions, and we didn't quite meet the mark. And as a result, we were over budget because we needed to fill those positions with somebody. And without permanent people, we filled them with travelers. As we know, it's usually double the cost, if not higher, to bring in a temporary person. For drug cost, 590k or 22.6% over budget, I don't even know how to talk about that one quite frankly. I'm allergic to bees, so I need an EpiPen. And to make an EpiPen that costs hundreds of dollars. And if I don't have it, I literally will die. It's just ridiculous. And I know at the state level, at the federal level, a lot of people are looking at this, and this is a big monster, probably too big for us. But it's pretty darn frustrating when you see numbers like that, when you see an increase in oncology utilization for patients that are coming to us that have cancer. And because of drug shortages, they jack up the price to double digit so people can make billions of dollars, or organizations can make billions of dollars, it's just ridiculous. So enough on that. I'll get off my high horse. Please excuse me. 317k over budget for supply cost. So this one is unique in the sense of the demand for orthopedic implants. And we've had discussions about this previously here. We've had discussions at our hospital about the usage of different types of implants, and which ones are the best, and are you getting the best value for the specific implant that you're using? So as I was swimming laps this morning, I do some of my best thinking, and which isn't very great thinking, but it's my best, so I'll go with that, is the custom implant is definitely more expensive. Now we have brought those prices down, maybe not to the level that we want to get to long term, but we definitely have brought them down. And how you do that is you get your surgeons on board. And our surgeons are very dedicated to the success of our hospital. You've seen two of them recently that are bought in, and wanna do the right thing, and really care about what our patients are having to pay for the surgeries that they're really proud of being able to provide. However, the custom implant that we're doing is based off of the anatomy of the patient. So we take a CT scan of your knee, a picture of your knee, and then we make an implant that matches the anatomy of your knee structure, and that's what goes in. So if I'm going to get my knee replacement, which I hope never happens, and they say you can have an off the shelf knee that anybody gets that has your dimensions, or we can give you a knee that's pretty similar, if not almost exact to the knee that we're taking out. Which one do you want, Art? And I'll ask all of you, which one would you want? I can tell you the one that I would want is the custom knee. We can get into prices and all that all day long, but from that standpoint, it means something. And so do we have to continue to push prices down? We absolutely do. But is there something to be said about a custom implant? I think so. Art, on that side, can you just talk a little bit about the savings? Because those total about a million four over an expense categories, and you were over budget by about 400,000. So you must have had about a million dollars in savings. Some of it may be volume related, but are there specific cost-saving programs you guys put through? Well, the savings art was referring to, thank you. The savings art was referring to related to the custom implant happened in this particular fiscal year, the majority of it was about $400,000. We just were able to get our surgeons to really help at the negotiating table with that particular vendor to bring the pricing down. I think having their buy-in and their participation in that process was really what helped make us successful. Because we don't have a significant enough volume to really have a lot of leverage over these large vendors. As a small, critical access hospital, we do a fair number of joints for the size hospital that we are, for sure. But up against these national companies, we're kind of a drop in the bucket. I think the point that Maureen was trying to make in that in this particular fiscal year, your operating expenses were over by 390, and you had this large list, and when you net those out, there's a million dollar difference, and she's wondering where there are some areas of strong savings. Yeah, and these numbers are net of those savings. So $400,000 on the implant side, and then 170 on the drug side with our participation in 340B and expansion of that program. And the numbers that you're seeing here are net of those efforts. And on the drug side, utilization definitely has played a part in the growth in oncology. I guess the point, though, is that these are the net numbers in those particular categories, but there had to have been other categories where you saw savings. Oh, absolutely. Yeah, that's what I meant. There has to be another million. Yes, the bucket that's not shown on here. Can we take one for each time, though? Absolutely. So, yes, we did have about a million and other savings, other costs went down a million. We've had great health insurance experience in this particular year, so our benefits were lower. We're not gonna see that continue, which I'll talk about. And also, we toured the latter portion of the year, I think the summer of 2018, implemented some additional cost control measures, which we're gonna talk about on the next slide, that I think really helped us contain those costs related to mostly education and travel and dues and purchase services and some of that discretionary funding that we have much more control over. And also, our depreciation costs going down significantly because we've curtailed our capital spending since we're in the financial situation that we're in, which we'll be talking about further as well. Okay, great. I think we go to the next slide. Right. Yeah, you might hear more about those costs. You have a million of positive news in there, too. Absolutely. So it's good to be able to say what you're doing as well that might be cost savings or things that just happen like healthcare utilization, things like that. Yes. Which we'll get to our next slide. Yeah. Thank you. So Debbie just talked about some of the cost savings that we had in FY18 and continue in FY19. So I've talked about some of these previously, but they continue and really a number of these actions, I think always should be in place. And so I'll talk briefly about a few of them. So since we've been feeling this crunch of not being able to meet budget for both expenses and revenue, particularly in FY18 was a tough year, as we all just saw. We have different measures in place. So no position at our hospital just gets backfilled. And when I first got to Copley and at every place that I've been, you get this, well, I need this position really, really bad. And my answer is prove it. And so we actually have the directors of the area of backfill in new positions come to this committee, which is made up of the senior team and they justify why they need that position. Now, do we approve a majority of them? Well, a lot of them come in, they're no-brainers, right? And that's particularly the clinical ones. But have we denied either in budget preparation or throughout the year, FTEs? Many, we have said no, we're not gonna backfill this position. My board has been concerned that there's not a lot of fat left with this process and that I may be preventing key positions to be filled. But I think that our analysis through this process has been solid and that we're not degrading safety or the level of care that we're providing. As I said, most of these positions are non-clinical and somebody else just has to step up and get the job done. So we have been freezing our capital purchases, education and travel to a certain degree. These come up through the senior leader, oftentimes up to me. I'm typically not that draconian in how I do business, but when your budget is what it has been in FY18, you have to take draconian measures to try to meet your budget. Quick note, we have done really well on our expenses for FY19. And you would say, well, you probably should because you're under budget for your revenue. However, we all know in a small hospital, your fixed costs are the majority of the expenses, costs that you have at your hospital. So we are under budget on expenses and I think a lot of the reason is because of the measures that we're taking to manage the business of healthcare. So we all know at Copley, the heartbeat of what goes on in our hospital is our surgical center. And what we do in our surgical center affects most areas in our hospital outside of the surgical center. So probably the most important thing that we've done in order to try to bridge that $5 million net patient revenue gap as a result of our orthopedic surgeon being out and we expect him to be out all of FY19. Best case scenario, maybe end of FY19 or early FY20. Again, that is $5 million in net patient revenue that an orthopedic surgeon busy as him or Brian Arrows who you met or John Macy who you met is a real number. And so we started this budget season knowing that we already had a $5 million gap for FY19. And I wanna highlight to the board and to the folks here that this team, just amazing work that they have done. We're not gonna bridge that gap though of $5 million, but we're not and I'm just gonna jump right to it. And that's why I know we have a May timeframe as our deadline for asking for a rate increase but we're strongly considering that. And the reason why we're not bringing it up now is just because you asked us to come in but we seriously were trying to bridge that gap. And Kevin, you remember some of those months where I told you we met budget? We did, but we had also a couple months where we were three and 400,000 under budget for revenue. And Kevin, if you remember, I emailed you for February initially and said we were 100,000 over budget for gross revenue but when the net revenue came to us that for February we were 300,000 plus under budget for revenue. So what's happening to us along with having this $5 million gap is we're having a shift in our payer mix. And the shift in our payer mix is going from commercial, Deb correct me if I'm wrong, to Medicare. And that shift may be two or 3% and you might think, well, that doesn't sound like a lot. But when your reimbursement goes from 80% to 50% for all of these cases that we're doing in our surgical center, that's a huge amount of money. And that's why you're seeing for February our gross us meeting budget, but when we get the results a couple weeks later for actual net patient revenue net, we're under budget significantly. And so we're doing the work. It's something that we've seen at other hospitals for some time and now we're starting to see it at Copley. Well, we're on that subject. We've seen that gradual movement away from commercial to government. But on the, and I know we've asked this question in the past, I'm just curious if anything else has come to light since the last time we asked it. But during the household survey, the Moyle was the county that came up with the largest number of uninsured. And I'm curious if you have any more enlightenment on that, if you think it's just bad data and also what's happening with your free care and bad death? Deb, do you want to try that one? Okay, so thank you for getting a move on the microphone. Thanks. That LaMoyle County survey, I think we met last month and sort of talked about our reaction to that. It doesn't seem accurate in terms of the things that I'm seeing come through our financial counseling office. And we have seen an increase in bad debt and charity certainly year to date in February. It went up to 2.5% of our gross revenue. We budgeted 2%, which is around what it's been the last couple of years. And I think it's fairly common this particular time of year early in the calendar year for bad debt and charity to go up because that's when new deductibles are usually due and folks are finding it challenging to meet those high deductible obligations that some of them have. So it's not uncommon to see that increase this particular time of year. I'm not certain that that's gonna be a trend that we're gonna expect to see for the remainder of the year, but we're gonna watch it. But I haven't seen an uptick so drastic in our bad debt and charity that would validate the result of that survey. The information just didn't, it didn't feel right to me. Not being involved in the survey, I can't say if it's accurate or not. I can't really speak to that, but didn't smell right. Just one little section of the state would be so different than every other. I don't really see us as being that much of an outlier based on what's coming through our door and what we're processing for bad debt and charity applications, but. Yeah. So we'll hop to the next slide. You asked us to provide an update on the FY19 financial performance and art covered, art stole my thunder. That's okay. That's okay. So our net revenue year to date is down by 4.9%, which is up 1.8% from the previous year this time. We've already talked about the orthopedic surgeon who's on a medical leave who'll be out for the full year. And Art mentioned that that was a, that's a $5 million net revenue impact that from our efforts in the surgical suite and changes that we're making in that area to the block schedule, to the way our other surgeons have really amazingly stepped up, done some cross training to new specialties. We've really been able to offset some of that $5 million loss in net revenue with those efforts, but we are unlikely to fill that entire gap by the end of the year. And so we're forecasting that it's likely will be about 2.8% under our net revenue budget by the end of the year. We're hopeful that can turn around, but I think this is a realistic projection of being under by 2.8. The trend in our paramix shift might also have to do with the loss of that surgeon and the shifting that we're doing in our surgical suite and the mix of services that we're providing can have an impact on our paramix. And so we are seeing a rather sizable shift from Medicare to commercial. Our Medicare made up 36% of our business in prior years and also in our budget. And year to date, we're seeing that up to 41%, which is a pretty significant increase, having a large impact on our overall reimbursement rate for the business that we are doing. Again, hoping to see some of that change through the rest of the course of this year. I don't see that as being a permanent trend, but that's what year to date the actuals are. On the expense side, our expenses are under budget by 1.9%, essentially flat from the prior year. I think that's attributable to the cost control measures that we put in place, the hiring action committee and the freeze on capital spending and the freeze on education and travel and while those efforts I think have been somewhat successful in containing our costs during this year, I don't see a lot of those as being long-term permanent changes that we're gonna make in the organization. There are more stop gap measures given the financial situation that we find ourselves in. We do need to continue to earn a margin and invest in our professional development of our staff, invest in infrastructure. We're currently actively involved right now in coming up with more current projections as a part of our FY20 budget process. And after we go through that process, which is a very bottom up process with all the leaders in our organization, we'll have a better sense of what of those cost savings efforts that we've made to date will be permanent and what might need to come back up and what things we might need to invest in that we haven't been investing in, simply because our cash position is low. Drugs and implant costs continue to be a challenge year to date. Those costs are still giving us a hard time. Implants are up 6%. We have some toe in the water with the Dartmouth Alliance and I'll let you talk about that in a little bit more detail in a moment. And so we're taking some steps to try to address some of these supply chain challenges and I'll let Art explain that. In addition year to date, I alluded to it earlier, we're seeing a very unfavorable health insurance experience. We've been very fortunate the last couple of years, I don't know if you recall, that's been on our cost savings list in our budget, but this year we've had some poor claims experience and we're expecting a sizable double digit increase in health insurance this year. Good news, we've been having some success on contracted labor, however, so that's down 2.5 FTEs year to date, about $250,000 under budget. So some of the efforts that we've been putting into place with building, growing from within and growing our own and working with the school systems seems to be making a difference, so that's fantastic news. Putting that all together, we're projecting an operating loss of 1.4 million or 2.1% by the end of the year, that's our fourth year in a row of generating and operating loss. We're monitoring our financial system, our financial position very closely and like I said, refining our projections with March's actuals, which you will have soon, which we'll have soon and then you'll have them soon, that'll kind of lock in where we think our projections will land a little bit more. That analysis will end up determining whether or not we'll be back very soon for a mid-year rate request. That kind of depends on how much of that gap we feel like we can really be successful in this year and needing to secure that financial health and really need a year where we're generating a margin. And do you have a perspective on what your total margin is looking at for the year? Not far off from this 2.1, we don't have a lot of non-operating revenue in the mix, I think 2%, I think is what it was. Okay. Yeah, in years past, there'd been a difference because we were fundraising for a capital campaign, but. So you asked us to share our thoughts on what our position would be on whether or not COPLI should have their net revenue rebased to a lower amount to reflect these trends. I sort of see three facets to that decision-making process from my perspective. One being, was that FY19 budget realistic in the first place? Another being, what are your financial needs? What's your financial health? What's your position right now? And the third being, have you been over budget a lot in the past and need an adjustment from that perspective as well? So in terms of FY19's budget being realistic, I truly believe it was a realistic and attainable revenue number. I think we just had too many unique circumstances hitting all in this one year that are things that aren't able to be predicted. One-time events of medical leaves that are significant that we weren't able to predict. I truly believe had Dr. Hubernott had to leave us for this year, we may have surpassed the budget that we put on the books that you guys approved. I think there were things sort of out of our control that are one-time things that I don't expect to be permanent. I think in the next year, we should be able to recover, have medical staff back in place to address where we had those medical staff shortages, to include sleep study as well that we're also trying to bring back. In terms of our financial health, I think it's pretty obvious that we definitely need to generate an operating margin this next year. We need to do the best that we can do to do that. We've got significant efforts that we've been making on cost control, and we'll have much more detail to share with that with our FY19 projections and FY20 budget submission. I think if we were to rebase our net revenue lower as a result of these unique circumstances that we're under, I think it would compromise our ability next year to make up enough of that in order to generate an operating margin. And historically, if you look back at three years, there's been ups and there's been downs. If you take a look at those three years, we're pretty much right on budget and in compliance with our net revenue budget while sustaining an 11% decrease to our rates where the system during this period of time has gone up 8% in their rates. I think that shows that we're on budget and should proceed as was planned and as was approved during our FY19 budget submission. So I don't recommend that COPD be considered for rebase for net revenue based on this argument. And I'll turn it over to Art because I think you'd like to hear about our supply chain. Before I get into that, I just want to back up and let the board know and everybody here in the room, the work that we actually did for preparing for FY19 budget because I think it's important to understand, we do not put our budget together in a vacuum. But the way I've been taught when I was a young lieutenant in the Army at a hospital is you include the people that are running the business in each of the departments. So we count on our department leaders, our department directors throughout the hospital to submit what they think their budget should be for their piece of the pie, if you will. And then that's what Debbie's talking about when she says it's bottom up. And that's the way it should be. We hold them accountable for managing their budgets throughout the year. They set their budget, we question it, we validate it, we approve it, we bring it to you, you approve it and then we expect them to manage it appropriately. That in my opinion is the right way to run the budget. As I talked about previously, however, the heartbeat at Copley as far as utilization, productivity, revenue being produced starts in our surgical center. So I wanted to make sure that for FY19 that we got that right. And we got together with our outpatient practice director, our financial folks, Deb Rousseau, our COO, and then our surgical center director last year at about this time and we went through exactly how many surgeries were going to be conducted by surgical minutes per day. So Brian Aros does a total knee, for example. His average for a total knee historically is 90 minutes. He's gonna be an OR one on Monday and he's got so many minutes in that OR throughout the day. So how many cases can he do in OR one on that Monday adding the average of what it takes to do each case along with turnover time? I mean, it's simple math, but we literally by physician, by surgeon did that for our surgical center and then also our outpatient procedure room. And we pushed a lot of our cases to our outpatient procedure room that didn't need to be in the OR to maximize our three ORs. What our staff look at now is those four rooms in our surgical center, the minutes are like gold because our patients are waiting months to get in to get their surgeries and we should treat those minutes like gold for our patients because it's about getting them in, getting them healthy and getting them back to doing what they wanna do. So I feel confident that we set that budget up quite well and as Debbie talked about, we just had some circumstances that life brings unfortunately and the team has done well. So what we did after we found out Dr. Huber had leukemia and we knew about this budget gap of $5 million. We brought all of the surgeons into the room and they were all around the room. They knew what was occurring. We talked about at that time with Rasool's help he presented to them our gap and we asked them what more could they do for surgeries, for outpatient visits, et cetera. And they have stepped up tremendously. We actually every Monday look at the previous week what was done in our surgical center in our outpatient procedure room by minutes. So we're actually looking to see if each surgeon is meeting their minutes by week per the budget and most of them have been far surpassing the budgeted minutes that have been set because they're stepping up. But there's always a cause and effect for everything you do. So if Brian Arrows for example is doing an extra day of surgery, which he often is, what happens? Well he's doing one less day of outpatient visits and if you'd not see in patients that think they have a knee problem then you never get patients in to get surgeries done. And so there's a given take that certainly is occurring. What we did there is we brought on temporarily a fellowship trained sports medicine physician to help with some of the outpatient visits. But that's a reason why you'd see our outpatient visits are down for orthopedics because they're in the OR more. And so it's not a simple equation but I think we're maximizing what we have at this time. So moving on to next steps. So what we're trying to do about the future. And I can tell you unequivocally that we've put a lot of thought into this but I can't give you something concrete at this point in time. But what I can tell you is we have looked very closely at the New England Alliance for Health which is formerly the Dartmouth Alliance. And we've had a lot of interaction with Dartmouth over the last year particularly in telemedicine. They have a very strong telemedicine program. For example, I was told yesterday or the day before we saw nine pulmonology patients at Copley via a Dartmouth-Hitchcock pulmonologist. So we feel good about the relationship that we have with them in that area. And so we looked at this alliance. Basically it's a purchasing alliance. And half of the hospitals in Vermont are part of it. A lot of obviously all of Dartmouth-Hitchcock system hospitals are part of it. And it's not only for supplies. It's for pharmaceuticals. It's for insurance. It's for education and for other things. And what we're looking at right now is ensuring that the preliminary numbers that they gave us which I can tell you are well into the six digits for savings for fiscal year are actually real numbers. We wanna make sure that we're not double counting. And the big thing that I wanna make sure is what are we really looking at when we're talking about supplies? So are they assuming, for example, that we're just going to move all of our implants to the implants that they use? Because that would be a bad assumption because that's not how you do it year one. Because if you don't include your surgeons and say we wanna move from X to Y implant, if you don't do that without their input, the CEO probably won't last very long at the hospital because that's just not the right way to collaboratively work together as a team. But what we're seeing is something that's very, Deb said not to say very, so it's favorable. I can say that. In the- Yes, we determined how favorable. How favorable. And so that's not everything, but that's one thing that we're strongly looking at. Clearly there is a cost associated with that to be part of that system when we wanna make sure that it really gives us good value for a hospital. But for me, I think that it's very likely that we will become part of that alliance. Again, it's not gonna solve all the problems of the world, of Copley, but you've asked me before about buying groups and it actually sparked my interest. And we, through our relationship with Dartmouth, started the discussion. They have been outstanding through this process, very upfront and visible. And I feel pretty positive about the gains that we can have with that. And now year one could be X amount of savings, right? Year two could increase exponentially once you get surgeons on board to say use 50% of the implants through the alliance. And year three could even be more. Maybe not, but this is not a one year only savings. This is how can we slowly shift over? And we probably would never shift completely because we like the custom implant and it's a reason why our patients come to our hospital. But I certainly can see, I'll just leave you with this. I sat there with Brian Aros, who you've met. And we were looking at, in a meeting, the cost per implant. And he said to me that this is embarrassing, the cost that we're seeing. And he knows as well as anybody what those costs are because he cares about that, as I said previously. And so our surgeons are bought in to a certain degree, as long as they don't feel it affects the clinical, high quality care that we provide to really consider other products. So when I first got here, we were using maybe two implants. Now they're trying multiple implants of different types, trialing them to see if this is any better than the other. And if it is, well, can you give us a deal? Cut $1,000 off and we'll consider using it because they really are bought in, as you saw with the two that came two months ago, to the viability of our hospital. So in closing, again, I wanna thank you for letting us come here today to talk with you. It seems like over the last several months, I've finally gotten to a pretty decent place with all of you and then I up and decide to leave. So I apologize about that. I know that regardless if I stayed, we're not always going to agree and we can, we'll probably, Jessica, agree to disagree in a few minutes when you ask your question and that's okay. I can't probably swim with you, so I'll just have to take it. But I appreciate the work that you're doing and the collaboration and the better teamwork that I've certainly seen over the last many months, probably since the last presentation that we did in August. So thank you for that. And again, I wanna close by saying, I think we've done a pretty good job at bridging the gap to a certain degree. If the gap that we have because of the things we talked about is 100 yards, maybe we got to 60 yards of it. But I think if there's ever a time, and I haven't asked for this previously for the board to consider if Deb and I decide to bring it to you, if there's ever a time to allow us to have a moderate rate increase, I think this is the time. Thank you. Thank you, I don't, you know, I for one wanna commend the Copley family because I think that everybody has come together in what really was a perfect storm of obstacles that you've had to deal with. Yeah. You know, I think that we were very, very fortunate that Deb was there. Yes. You know, that could have been a real tragedy there. Yes. Unfortunately, Rousseau had the foresight to make sure that the right people were in place too. So even in his death, we owe him thanks. One of the things that immediately comes to mind art is, and again, before I ask my first question, I do wanna say that I really appreciated your monthly updates, and after November, I was surprised that we're as good as we are at today. So, you know, that just shows how much hard work people are putting in up there to make this all come together. Thank you. But I would be remiss given this opportunity if I didn't ask you if you could update us on any recent events and the succession planning knowing that you're leaving, and if you have a date when you're sure when you will be gone and who will be the art that I'll be talking to each month? Sure. So, geez, I got a little close to the microphone. Sorry. I always use my outdoor voice, which causes problems at times. So, right now, the date on the wall is the 30th of 31st of May, is my last day. I'll be starting with Memorial Main Health on June 3rd. And so, the board has done a very good job, and I've worked with them, and Vera, our Chief Operating Officer, who some of you know has been part of it, to bring in a temporary person from Helms & Company. Some of you may know him. His name is Jeff White. He has an immense amount of experience running parts of hospitals and being a temporary CEO or interim CEO. I think this would be his eighth time being an interim CEO, mostly in New Hampshire, but Vera, our Chief Operating Officer, worked with him back in her CVMC days. And because of that connection, she called him and asked him if he would consider, and he essentially said anything for you, Vera. And so, we've already locked in that contract for as long as he needs to be with Copley. He actually, some of you in here may remember, before Mel, there was a gap of time, of almost a year, and he was the interim CEO at Copley before Mel came aboard. Actually, Debbie knows him. In 2006, 2007. And has worked with him. And the discussion that Rasool and I had, just talking about the past and me learning about it, was that Rasool felt that he did a very good job as an interim at Copley. And if you know Rasool coming from him, if he thinks he did a good job, he probably did a good job. And then, we have a search committee, which is made up of people from the board, senior leaders at the hospital, other staff at the hospital recently met and interviewed one search company. And I think they have another search company in the near future. They'll make a decision on that, and then they'll be doing a national search for Copley's next permanent CEO. Who's the chair of your board now? Carl Schlechte. And are you convinced that the board is fully tuned in in this transition period? Absolutely, fully tuned in. A week or two ago, we had a panel that member Robin Munch put together, which was an excellent look at the circumstances that rural hospitals are facing across the country. And Eric Schell from Stroudwater talked about what he believed was a key strategy for rural hospitals to succeed, was to move away from the fee for service world into the value-based world. And he had some quotes from people in Washington talking about how five years from now fee for service might be dead. And I'm just curious if there's been any more movement by Copley to take a look, has you been one of the institutions that really has dragged your feet as far as having an interest in joining? So we dragged our feet for a very good reason. And I figured this question would come up, and I wanted to publicly briefly talk about that. And the reason is dollars, quite frankly. So the current structure with OneCare is not conducive to a hospital that does not also have primary care. And so I worked closely with OneCare last year on their model. And essentially, unless it changes, the model puts all the risk on Copley. And we have influence with the FQHC, but we don't have control because they're a separate entity with a separate CEO and leadership team. And the number, essentially, worst case scenario is $400,000 loss. And so if I don't have control of primary care, and the FQHC is not willing to go in equally with me, in other words, having financial skin in the game, my board will not approve it. And I don't blame them for not approving it because $400,000 when primary care does not have any risk at all because they're a separate organization, it makes it really difficult. With that being said, I've already been in touch with OneCare's chief operating officer and also the new CEO at the FQHC to start talking about what we can do together. I don't blame the FQHC last year for making the decision that they made. They were between CEOs at that time, between a CFO at that time. So let me make that clear. That was, I would have made the decision they made to say, all right, we can't go in equally. What I mean having skin in the game is a few of their board members asked me last July, August, well, what are you gonna do? And I said, I'll go risk for Medicaid if you share that $400,000 risk with me. 200 to Copley, 200 to the FQHC. And understandably, they just were not in a position. This year, that could be different. I just wanna, I just took the mic for a quick second because this is actually the heart of my question and it builds on Kevin's question with, you know, we did hear from Eric Schall from Stradwater who had, you know, he's got experienced national expert on rural hospitals across the country, lots of connections into Washington. And again, the word we're hearing is fee for service is dead at the federal level in the next five years. And certainly the state is moving towards value-based payment, fixed payment. And one of the things that, you know, he predicted was the hospitals that are gonna be the most vulnerable are the independent standalone hospitals that don't have any connection to primary care and are relying heavily on, in particular, one specialty to generate that fee for service. In fact, I think he mentioned orthopedics as a common revenue generator. So when I think about our hospitals, I think I have worry for Copley in that sense because I think about, you know, many other hospitals have owned some primary care in their communities. They are less reliant on specialty and they have some affiliations partnerships with either UMM or Dartmouth in the state. And so in fact, their way forward, according to this expert, was affiliate or partner or create some relationships. He's really excited to hear about the Dartmouth conversations you're having around the purchasing because I think that's really, really helpful. But also, you know, the sentiment is the revenue is gonna start coming through primary care. So the rural hospitals that can align with primary care are gonna be the ones that are gonna be, as we go forward, the successful ones and those that are completely disconnected from primary care are going to be in vulnerable position. So I guess I'm sort of just adding on to a little bit what you're saying. I'd love for you to just talk a little bit more about that. Because I think it was very convincing that the way forward is to align with primary care and to think about partnerships, affiliations, I think shared services benefiting from economies of scale with other institutions. Sure, I'd be happy to speak briefly on that. I think that Jessica, you and Robin were probably, how long have you been here? Over four years on the board, each of you? I'm coming up on three years, I think this fall. Okay, maybe you just came on board when I was speaking the first time. I wasn't there in this capacity, but we're in the old location, the smaller room, and... Jess is the dean, she just is one of them. That's right, and Algal Bay was the chair then, and somebody brought up, and I was brand new as CEO, and somebody brought up and they called us a system. And I couldn't bite my tongue. And I stood up and said, we are not a system. We are not a system until we are all under the same financial umbrella, is what I said at that time. And I still stand by that today. Now, whether that will happen with Copley any time in the future, it's certainly, I'd be lying if I didn't say we haven't talked about it. I'd be lying if I said I haven't sat down and had lunch with John Brumsted. That's my job, to look at every option. But we certainly are not intending to at this point in time, but it's my job, as I've told the board, to look at every option, regardless of how the hospital's doing. With that being said, there's a reason why Memorial Hospital looked very enticing to me when they offered me the position there, because their strength there is primary care. So the first thing they want me to do when I go there is bring in a couple new primary care physicians, because as I told you, they lost two high producers. And I agree with you with that. I'm a person that spent most of my career in a system. And in systems, you do give up autonomy. Where I'm going, I'm losing autonomy in my ability to make decisions on a dime. I will lead more with influence and have a ton of dotted lines to me in the org chart and not so many solid lines. But I believe that's where we're going, not just in Vermont, but throughout the country, because you're seeing more and more, you just watched the Sunday morning news a couple weeks ago and talked about a hospital in Missouri that shut its doors because it was independent and it didn't have that support. So what happens is you lose that some autonomy, but I think what you gain is very strong in the strength of the leverage that a Dartmouth Alliance has. So that's one thing, but as far as primary care, I cut my teeth in my early days when I didn't even have to shave every day in the Army because we focus on primary care very well in the military health system because the age of our population, the most people are what, between 18 and 25. So they don't need a whole lot of specialty care. They need a lot of primary care. And then we always felt like primary care is what saves the dollars for the more expensive care that you're avoiding. And we've been doing that for 15 years, 20 years in the Army system. The other piece with primary care that I think we really have to focus on above and beyond the retention and the recruitment piece, we don't focus enough on ATC, which is access to care. So it's getting the patients in within a day if they have an urgent need. Not an emergent need, but an urgent need. And I think that that's where it all is based and I've always thought that. And I think we're actually a little bit behind the times. Well, thank you. And I'm gonna give the phone back to Kevin, phone. Microphone, microphone back to Kevin. But I do wanna just tell you that I, and I'm sincere in this, I'm going to miss you, Art. Very much appreciate all that you have done. And I think you've taken the popular forward. And I think I really appreciate the cost containment efforts that you're trying to undertake and the vision that you have for how copy might move forward. And I'm sincere in that. I will miss you. I'll miss you too. And I'll see you some open water swimming race. I'd love to crush you. Not gonna happen, I know, but. My money's on Jeff. You're on, you're on. All right. Bring it. I had to have a little bit of that back and forth. So I'm gonna miss. Okay, other questions from board members, Tom. So a lot of my questions have already been answered in terms of the, you know, Kevin raised the issue about the number of uninsured in the Memorial County. And I had this morning looked at the unemployment rate in the Memorial County, which is the second highest in the state at 3.5%. So my thinking was in line with that. And Marine as always kind of hit two or three of the questions that I was thinking about asking and saved the time there. I'd like to probe a little bit more on the pair mix issue because I went back to your 2018 projects. And you could see the deterioration relative to the 2018 budget then. And then it deteriorated a little bit more down toward the actuals. And Copley has with UVM Medical Center the highest ratio of commercial in your pair mix by quite a healthy margin. And your 2019 projection for commercial over the 2018 projected was an 11.3% increase or $4.5 million. So when, so it seemed to me that, you know, just statistically that you're at the edges of risk there in terms of dependence on the commercial rate. So my question is how is the fact that Medicare is picking up some of this gap? Is that just happenstance? Or is that something that you're managing to? I would say it's a factor of the service mix and the changes that we're forced to make essentially with the loss of our orthopedic surgeon who did knees and hips. We're making up for some of his OR time with other types of cases that maybe aren't bringing in the same group of patients. I'd say that's the biggest factor. It's our service mix. It's the services that we're providing that are driving that. And there's been such significant change in that area just this year with us sort of reshuffling the way the playbook looks. So what I hear you saying is that there is a demand for your services out there across the commercial and Medicare payer. And there's some option to as commercial might deteriorate a bit to close that gap with opening the door a little bit more to folks that are Medicare patients. We are not intentionally choosing a patient based on their insurance status. It's kind of the luck of the draw of who walks in the door and who has a need. It isn't really something that we're actively managing. I just think it's a nature of the mix of the services that we're providing. We're at least fortunate as a critical access hospital that with Medicare we're getting cost-based reimbursement. And so it isn't the worst payer mix to grow necessarily. But it certainly is a significant gap between the reimbursement that we would get from a commercial patient. Does that answer your question? Robin? Thank you. Thank you both. It's good to see you both again. And I will also miss you, but congratulations and good luck in your new role. And Debra Lee, nice to see you and congratulations to you as well. I just wanted to ask whether there were any other key leadership positions that you currently have vacant? So our, right. We had, I was just making sure I was right on this. So as far as our director level positions, I'll just cover that first. We were really happy with the directors that we have brought in and the ones that have been there for a long time at Copley. They're very strong. The one area that we had somebody depart for a great opportunity was the director of quality, which we highly value quality. Because of everything that's going on now and the things that we talked about in the future, moving away for fee for service, it's really gonna be centered around quality. So we had an interim person who we just recently promoted to the permanent position and she's doing great things. And has a lot of experience worked across the street at the FQHC. We steal each other's staff. We don't even talk about it. It just happens. We don't take it personal. People sometimes want to change and she wanted to change. And she's doing great things, but she also understands the primary care side to what we were talking about before is very valuable. On the senior team, Leah Hollenberger who is our VP of marketing and community relations. Unfortunately, and I haven't talked to the president of Northern University, is that what we're calling it? Northern, yet, who I know, stole her from us from a foundation. So basically you have the two universities that are combining in many aspects and they're combining their foundation. So they're fundraising. And Leah has been with us for 11 years. And it's just she talked to the president and then they got to talking about this position and then boom, it happened. And so right now we have two excellent candidates for that position that we're looking to bring in later this month. And I expect to have one of those two on board right about probably when I'm departing. But that's it. Thank you. You're welcome. It sounds like your board has a great plan moving forward in terms of an interim and managing the transitions. But one of my concerns is that there has been a lot of top leadership change at your institution which is gonna be tough, especially given the other circumstances that you're in. As Kevin said, you have really seen a perfect storm this past year. I would just, a comment, I would say personally at looking at all of our critical access hospitals that we are concerned about to follow up on what Kevin and Jess brought up. I am, you are one of the critical access hospitals that I am more concerned about in terms of longer term sustainability given all of the dynamics that Jess and Kevin mentioned. So I just wanted to make that comment. I think there's others who obviously in the short term might be a little more at risk. But just in terms of strategic direction, I just wanted to say that I do hope that your board is thinking big picture and is aware of some of the national issues that critical access hospitals are facing because I think moving forward, planning for that is gonna be key in order to maintain the strategy. So that's all for me, thank you. Thank you, Robin. I'm sorry, I just wanted to talk a little bit about the concept really for rebasing and the comment that you guys put with rebasing would compromise your ability to generate a margin. And the thing to be careful about there is you missed your top line in 18 by 2.3%, you're missing 3% this year. And what a rebase would do is just, if you had a lower top line that you had to go for then you're gonna align your expenses toward that number. So I do think that one of the things we've been talking to the other hospitals about is we change the guidance for next year and so one of the guidance changes is that you would be, if you were trending below when we were looking at your actual, you'd be able to go about 5% above there. So you're pretty close to not, if you did that you might end up at 2.5% above rather than 3.5% above, so I don't know that we would necessarily rebase you. But, and I also think that with the circumstances, particularly with the orthopedic, that you would be able to build a bridge to show why you're missing 19, and then what the change in 20, assuming that reverses why you might be higher. So, we're not making recommendations today, it's gonna be down the road and I don't know that I would be, I probably would not be pushing to do a formal rebase, but the concern with us is really more the underlying trend of losing money for the past couple of years. And you're doing a lot of great work and you're showing that and what your cost savings and things like that. It's just, that has to be realistically aligned and it's tough because of the circumstance you have with the orthopedic and not knowing when that's gonna change in reverse. So, that's really the caution I would put on you is really keep on top of that, what's going on with your NPR, you have payer mix shifts that are hurting you the other way as well. And you are one of the hospitals, I would also say is a long-term concern because it's not sustainable and rate changes aren't gonna get you there. I mean, there's only so much you can do even if you come by and ask for a rate change, it's not what's gonna drive the big change to change your outlook. Not long-term. We agree with you on that, thank you. And just one other comment on the ACO piece, being one of the only hospitals that have not joined that and don't know if you've talked to them about helping you with your reserve issues because they did backstop a couple hospitals and I'm not trying to speak for the ACO but if you're the last one out there and you have these concerns, I mean, the hope is you wouldn't have to dip in and that there would actually be savings but if you had some support on the reserve side, how would that change your outlook? Well, that was my hope last time and certainly has been on my mind for this time so we'll see as we sit down and start discussing that which we should be relatively soon later this month because fortunately now we actually know what that model looks like. On a couple slides, you can understand what it means to go risk. Where previously it was kind of in the hinterlands as far as any of us understanding so last year was the first time I got a presentation that really showed what your risk was going to be, what you were paying on a monthly basis, what your top upside versus your downside was and part of that was that we started pretty late in the process where I think we all felt like to include our boards felt like we were being crunched for making a decision without really thoroughly vetting that and so the hope with the CEO of FQHC, the COO of OneCare and Team Copley is that we can really vet it appropriately and maybe do something like that. So I'm hopeful. I believe it's the direction that we're going but I just can't do a $400,000 risk. You guys see the numbers, it just wouldn't be smart but we want to be part of the solution and we're doing a number of the things that are causing us to lose revenue that we would benefit from financially if we were in OneCare. So we're already shifting and I haven't even talked about the utilization management that we're doing regularly with our patients that are inpatient that we're getting out the door quicker because they don't need to be in our hospital any longer regardless of what some of the family members might want because there's a snowstorm coming that day so let's have them stay another day in the hospital and we say no, they're ready to go home or they're ready for home health or whatever. So I agree completely. Thank you. Thanks. Other questions from the board? If not, we'll open it up to public comment. Questions? Jeff. Thank you, Mr. Chairman, Jeff. First of all, part of us on the certainty that hired me is... I'm sorry. I can't believe he said that. I'm so embarrassed. Thank you, Jeff. Other public comment or questions? Seeing none, I want to thank you for coming down and really giving us a great update on how things are going at Copley. As far as our timeline, we will be looking to make enforcement decisions as early as next Friday, the 19th. Okay. And just again, echoing everybody else, we want to wish you well in your new ventures, but we wish you weren't leaving, but I'm sure that Team Copley will survive because there's a real strong sense of community there that really wants to see this institution be all that it can be. Absolutely. Thank you again. Thank you. So with that, is there any old business to come before the board? Seeing none, is there any new business to come before the board? Seeing none, is there a motion to adjourn?