2023-08-11T15:01:05+00:00 2022-09-30 861065772 Deloitte Tax LLP 7900 TYSONS ONE PLACE SUITE 800 MCLEAN VA 22102 990 2021-10-01 650561263 Bethesda Outpatient Services Inc BETH 5617377733 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 JANETTE SANCHEZ CORPORATE VP OF FINANCE 7866627000 2023-08-11 true JANETTE SANCHEZ 999009999 Rachel Kaufman P01485017 7144367100 2021 2023-04-26 12:10:37Z X Nelson Lazo 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 35241 false X WWW.BETHESDAWEB.COM X 1995 FL SEE FORM 990, PART III, LINE 1 8 7 18 0 0 0 43763 500 1577434 34730 1200000 0 4272 11 2825469 35241 0 0 622491 0 0 0 474871 4255 1097362 4255 1728107 30986 150827 0 6132301 5950488 -5981474 -5950488 X SEE SCHEDULE O false true 1868 34741 SEE SCHEDULE O 1868 true false false false false false false false false false false false false true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true X 0 0 18 true false false false false false false false false false false false false X 8 7 false false true false true true true true true false false true true true true true true false false false X FINANCE DEPARTMENT 7866627000 6855 Red Road Suite 600 Coral Gables FL 33143 Marie Bedner Director 2.0 6.0 X X 0 0 0 Steven Litinsky MD MBA Director 2.0 10.0 X X 0 0 0 Colleen Rhodd Director - Beg 10/2021 2.0 6.0 X 0 0 0 George T Elmore Director 2.0 6.0 X 0 0 0 I Jeffrey Pheterson ESQ Director 2.0 10.0 X 0 0 0 John Pasqual DMD Director - Beg 10/2021 2.0 8.0 X 0 0 0 Roberta Stokes Director 2.0 10.0 X 0 0 0 Stormet C Norem Director 2.0 10.0 X 0 0 0 Nelson Lazo CEO 2.0 48.0 X 0 979301 152835 Joanne Aquilina VP of Finance Operations 2.0 48.0 X 0 491129 107463 Ela Lena Former VP Operations 0.0 0.0 X 0 307999 0 Roger Kirk Former CEO 0.0 0.0 X 0 584082 0 0 2362510 260298 1 true true false GE Precision Healthcare LLC PO Box 96483 Chicago IL 60693 Construction Services Black Diamond General Contracting Inc 1930 Commerce Lane 204 Jupiter FL 33458 Construction services 0 500 500 PATIENT SERVICE REVENUE 621512 34730 34730 0 0 0 0 34730 0 0 0 0 OTHER OPERATING REVENUE 900099 11 11 0 0 0 0 11 35241 34741 0 0 0 0 0 0 COLLECTION EXPENSES 1897 1897 0 PROVISION FOR BAD DEBT -29 -29 BANK FEES AND CHARGES 2387 2387 0 0 0 0 4255 1868 2387 0 0 1238 0 0 0 0 0 0 0 0 0 0 149589 0 150827 0 20706 6100000 2706 0 0 11595 5947782 6132301 5950488 -5981474 -5950488 -5981474 -5950488 150827 0 30986 0 X false true X true true true X 15840 43763 500 60103 792012 880781 801594 1581706 34741 4090834 0 0 0 792012 880781 817434 1625469 35241 4150937 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4150937 0 0 0 0 0 0 0 0 0 14 24 0 0 0 38 792026 880805 817434 1625469 35241 4150975 1.0000 1.0000 0 0.0 X Schedule A, Part III, Line 12 EXPLANATION FOR OTHER INCOME INTEREST: 2018 AMOUNT: $ 24 VHA EQUITY DISTRIBUTION: 2017 AMOUNT: $ 14 Schedule A, Part III, Line 12 Other Income DESCRIPTION - OTHER, COLUMN A - 14.0, COLUMN B - 24.0, COLUMN C - 0.0, COLUMN D - 0.0, COLUMN E - , COLUMN F - 38.0; Right of Use liabilities LT 0 DUE TO AFFILIATES 5947782 5947782 X 35270 29 29 35241 0 0 35241 4284 0 0 4284 -29 -29 4255 Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote BHSF, the BHSF Hospitals, Bethesda Health, BOS, BHMG, MCIBH, BRRH, BRRH Hospital, BRRH Home Health, BH Foundation, and BHSF Foundation are not-for-profit corporations and recognized as tax-exempt pursuant to Section 501(c)(3) of the Internal Revenue Code. BHMG affiliated physician practices are single-member LLCs, which are treated as disregarded entities for federal income tax purposes. BHE, BocaCare, BHC, and the Insurance Companies are for-profit entities. BHSF provides for income taxes in accordance with the provisions of FASB ASC 740, Income Taxes ("ASC 740"). As required under ASC 740, deferred tax assets and liabilities are recognized under the balance sheet approach, which recognizes the future tax effect of temporary differences between the amounts recorded in the financial statements and the tax basis of these amounts. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax assets or liabilities are expected to be realized or settled. Taxes collected from patients, tenants, customers and others, concurrent with specific revenue-producing transactions and subsequently remitted to governmental authorities, are recorded on a net basis and excluded from revenues. As of September 30, 2022 and 2021, BHSF had no material unrecognized tax positions. No material unrecognized tax positions are expected through September 30, 2023. BHSF is periodically audited by federal and state taxing authorities. The outcome of these audits may result in BHSF being assessed taxes in addition to amounts previously paid. Federal returns for fiscal years 2019 through 2021 remain open and subject to examination by the Internal Revenue Service Schedule D, Part XI, Line 2(d) Other revenues in audited financial statements not in form 990 PROVISION FOR BAD DEBT - 29 Schedule D, Part XII, Line 4(b) Other expenses in form 990 not in audited financial statements PROVISION FOR BAD DEBTS - -29 true false false false false false false false false Roger Kirk Former CEO 0 0 0 0 0 584082 0 0 0 0 0 584082 0 0 Ela Lena Former VP Operations 0 0 0 0 0 307999 0 0 0 0 0 307999 0 0 Nelson Lazo CEO 0 572423 0 396596 0 10281 0 124453 0 28383 0 1132136 0 92168 Joanne Aquilina VP of Finance Operations 0 314937 0 169980 0 6212 0 71383 0 36080 0 598591 0 46100 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation THE CEO OF BETHESDA OUTPATIENT SERVICES, INC. IS COMPENSATED BY BAPTIST HEALTH SOUTH FLORIDA (BHSF), A RELATED ORGANIZATION. THE DETERMINATION OF THE COMPENSATION OF THE CEO FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF BETHESDA OUTPATIENT SERVICES DELEGATE THE AUTHORITY TO SET EXECUTIVE COMPENSATION TO BHSF. BHSF'S COMPENSATION COMMITTEE IS COMPRISED EXCLUSIVELY OF INDEPENDENT BOARD MEMBERS WHO SERVE VOLUNTARILY WITHOUT ANY REMUNERATION, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY THAT PRECLUDES THEM OR THEIR FAMILIES FROM DOING BUSINESS WITH BAPTIST HEALTH. THE COMMITTEE IS RESPONSIBLE FOR REVIEWING THE PERFORMANCE AND APPROVING THE COMPENSATION FOR EXECUTIVES. THE TERM "COMPENSATION" INCLUDES SALARIES, BENEFITS AND INCENTIVES. THE COMPENSATION COMMITTEE ANNUALLY ENGAGES A NATIONALLY-RECOGNIZED, INDEPENDENT CONSULTANT TO CONDUCT COMPENSATION SURVEYS AND TO ADVISE THE BOARD ON COMPENSATION POLICIES. THE COMPENSATION COMMITTEE DECISIONS ARE BASED ON THE FOLLOWING: 1. TOTAL COMPENSATION PACKAGE: RECRUITMENT AND RETENTION OF CAPABLE, PRODUCTIVE EXECUTIVES IS ACCOMPLISHED THROUGH DESIGN OF A TOTAL COMPENSATION PACKAGE THAT INCLUDES A BASE SALARY, AT-RISK INCENTIVE PAY, AND BENEFITS. IT IS THE OBJECTIVE OF BAPTIST HEALTH TO ENSURE A CONSISTENT COMPENSATION PHILOSOPHY ACROSS ALL EMPLOYEE AND LEADERSHIP LEVELS THAT REWARDS OUTSTANDING PERFORMANCE USING A CASH PLUS EMPLOYEE BENEFITS PACKAGE TARGETING THE 75TH PERCENTILE. BASE SALARIES OF FULLY PRODUCTIVE EXECUTIVES ARE INDEXED TO THE MEDIAN (50TH PERCENTILE) SALARY PAID BY SIMILAR HEALTHCARE ORGANIZATIONS. INCENTIVE PAY FOR SUPERIOR ACHIEVEMENT PROVIDES THE OPPORTUNITY FOR TOTAL CASH COMPENSATION AT THE 75TH PERCENTILE OF THE EXECUTIVE'S PEER GROUP IF THE EXECUTIVE EXCEEDS HIS/HER PERFORMANCE METRICS. 2. PERFORMANCE-BASED SALARY INCREASES: ONE OF THE KEY ELEMENTS OF BAPTIST HEALTH'S EXECUTIVE COMPENSATION PHILOSOPHY IS "PAY FOR PERFORMANCE." SALARY INCREASES ARE BASED UPON THE DEGREE TO WHICH EACH EXECUTIVE ACHIEVES HIS/HER INDIVIDUAL PERFORMANCE OBJECTIVES FOR THE YEAR, WHICH ARE TIED TO CORPORATE OBJECTIVES. GENERALLY THESE OBJECTIVES RELATE TO CLINICAL QUALITY; PATIENT, PHYSICIAN AND COMMUNITY SATISFACTION; CHARITY CARE AND MISSION GOALS; FINANCIAL PERFORMANCE AND EXPENSE MANAGEMENT. INDIVIDUAL AND GROUP PERFORMANCE AGAINST THESE OBJECTIVES IS REVIEWED BY THE COMPENSATION COMMITTEE AND BOARD OF TRUSTEES ANNUALLY AFTER THE CLOSE OF THE FISCAL YEAR. 3. MARKET-BASED SALARY INCREASES: THE BOARD'S COMPENSATION COMMITTEE REVIEWS THE MARKET VALUE OF EXECUTIVE POSITIONS ANNUALLY TO ASSURE THAT BAPTIST HEALTH'S PAY LEVELS ARE COMPETITIVE. THE INDEPENDENT CONSULTANT, SELECTED BY THE COMPENSATION COMMITTEE, OBTAINS EXECUTIVE SALARY INFORMATION FOR FUNCTIONALLY COMPARABLE POSITIONS AT HEALTHCARE INSTITUTIONS OF COMPARABLE SIZE WITHIN FLORIDA AND THE UNITED STATES. BAPTIST HEALTH'S PEER GROUP IS COMPRISED OF OTHER COMPLEX NOT-FOR-PROFIT HOSPITAL SYSTEMS OF SIMILAR SIZE. THE PEER GROUP DOES NOT INCLUDE FOR-PROFIT HOSPITALS, WHOSE COMPENSATION PRACTICES ARE FAR MORE GENEROUS (AND INCLUDE SUCH THINGS AS STOCK OPTIONS AND EQUITY/OWNERSHIP INTERESTS). 4. NO GUARANTEED SALARY INCREASES: THERE IS NO GUARANTEE OF ANNUAL EXECUTIVE SALARY INCREASES. SALARY INCREASES DEPEND UPON THE ORGANIZATION'S ABILITY TO PAY, THE EXECUTIVE'S SALARY IN RELATION TO THE MARKET, THE EXECUTIVE'S PERFORMANCE LEVEL, AND INTERNAL PAY RELATIONSHIPS TO PEERS. 5. AT-RISK INCENTIVE PAY: KEY EXECUTIVES WHO CONTROL SIGNIFICANT ASSETS OR WHO HAVE A MAJOR IMPACT ON OPERATIONS MAY EARN INCENTIVE PAY. THE PURPOSE OF INCENTIVE PAY IS TO FOCUS EXECUTIVE ACTION ON KEY "PERFORMANCE THRESHOLDS AND CORPORATE GOALS THAT ARE APPROVED BY THE BOARD'S COMPENSATION COMMITTEE. THE ACHIEVEMENT OF THESE GOALS REQUIRES EXTRAORDINARY EFFORT, COMMITMENT AND ACHIEVEMENT. THE INCENTIVE COMPONENT OF THE EXECUTIVE'S TOTAL COMPENSATION IS VARIABLE AND TOTALLY AT RISK, DEPENDING UPON THE ACHIEVEMENT OF THE AGREED-UPON GOALS. 6. PERQUISITES: BAPTIST HEALTH EXECUTIVES ARE PROVIDED WITH A COMMON SET OF PERQUISITES THAT ARE TYPICAL OF OTHER RESPONSIBLE NOT-FOR-PROFIT ORGANIZATIONS TO ENABLE THEM TO MORE EFFECTIVELY CONDUCT THEIR BUSINESS. THESE BENEFITS ARE DEEMED BY THE COMPENSATION COMMITTEE TO BE APPROPRIATE AND CONSERVATIVE. PERQUISITES ARE GENERALLY LIMITED TO AUTO AND CELL PHONE ALLOWANCES WHICH ARE FULLY TAXABLE TO THE EXECUTIVE. OTHER PERQUISITES PROVIDED TO EXECUTIVES, SUCH AS PAID TIME OFF OR REIMBURSEMENT FOR RELEVANT EDUCATIONAL EXPENSES, ARE OFFERED TO ALL EMPLOYEES IN ACCORDANCE WITH ENTERPRISE-WIDE POLICIES AND PROCEDURES. BUSINESS TRAVEL FOR EXECUTIVES ON COMMERCIAL AIRLINES IS LIMITED TO COACH FARES (AN UPGRADE TO THE NEXT AVAILABLE CLASS OF SERVICE, E.G., BUSINESS CLASS, MAY BE PERMITTED WHEN THE FLIGHT DURATION IS IN EXCESS OF FIVE HOURS OR AN OVERNIGHT ACCOMMODATION CAN BE AVOIDED). CHARTERED PLANE TRAVEL, SPOUSAL TRAVEL, LUXURY RESIDENCES FOR PERSONAL USE, HEALTH, AND PERSONAL SERVICES (SUCH AS MAID, CHAUFFEUR, CHEF, LANDSCAPER) ARE NOT PROVIDED (OR REIMBURSED) TO BAPTIST HEALTH EXECUTIVES. Schedule J, Part I, Line 4a Severance or change-of-control payment During 2021, Roger Kirk and Ela C. Lena received severance payments in the amount of $584,082 and $307,999, respectively. Such amounts were treated as taxable compensation. Form 990, Part III, Line 1 MISSION As part of the Baptist Health network, THE MISSION OF BETHESDA OUTPATIENT SERVICES, INC. IS TO IMPROVE THE HEALTH AND WELL-BEING OF INDIVIDUALS, AND TO PROMOTE THE SANCTITY AND PRESERVATION OF LIFE, IN THE COMMUNITIES WE SERVE. BAPTIST HEALTH IS A FAITH-BASED ORGANIZATION GUIDED BY THE SPIRIT OF JESUS CHRIST AND THE JUDEO-CHRISTIAN ETHIC. WE ARE COMMITTED TO MAINTAINING THE HIGHEST STANDARDS OF CLINICAL AND SERVICE EXCELLENCE, ROOTED IN THE UTMOST INTEGRITY AND MORAL PRACTICE. CONSISTENT WITH ITS SPIRITUAL FOUNDATION, BAPTIST HEALTH IS DEDICATED TO PROVIDING HIGH-QUALITY, COST-EFFECTIVE, COMPASSIONATE HEALTHCARE SERVICES TO ALL, REGARDLESS OF RELIGION, CREED, RACE OR NATIONAL ORIGIN, INCLUDING, AS PERMITTED BY ITS RESOURCES, CHARITY CARE TO THOSE IN NEED. Form 990, Part III, Line 4 PROGRAM ACCOMPLISHMENTS CONSISTENT WITH ITS SPIRITUAL FOUNDATION, BAPTIST HEALTH IS DEDICATED TO PROVIDING HIGH-QUALITY, COST-EFFECTIVE, COMPASSIONATE HEALTHCARE SERVICES TO ALL, INCLUDING, AS PERMITTED BY OUR RESOURCES, CHARITY CARE TO THOSE IN NEED. DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2022, BAPTIST HEALTH PROVIDED PATIENT SERVICES TO THE SOUTH FLORIDA AREA WITH 96,229 ADULT ADMISSIONS, 546,480 PATIENT DAYS, AND 506,470 EMERGENCY ROOM VISITS. DURING THAT SAME TIME PERIOD, URGENT CARE VISITS TOTALED 367,698, OUTPATIENT SURGERY CASES TOTALED 113,879, AND TOTAL OUTPATIENT VISITS WERE 1,930,726 SYSTEM-WIDE. AS OF SEPTEMBER 30, 2022 THE SYSTEM HAD 2,874 LICENSED INPATIENT BEDS INCLUDING 2,689 ACUTE CARE BEDS. IN TOTAL, BAPTIST HEALTH PROVIDED MORE THAN $480,000,000 IN COMMUNITY BENEFIT DURING FY2022. WE PROVIDED CHARITY CARE VALUED AT $112,842,955 AS WELL AS $266,596,433 IN UNCOMPENSATED SERVICES . THE ESTIMATED COST OF PROVIDING CHARITY SERVICES AND UNCOMPENSATED SERVICES IS BASED ON RECENT HISTORICAL COST-TO-CHARGE RATIOS FOR CHARITY PATIENTS AND MEDICAID PATIENTS FROM BHSF'S COST ACCOUNTING SYSTEM, APPLIED TO THE CURRENT PERIOD GROSS UNCOMPENSATED CHARGES ASSOCIATED WITH PROVIDING CARE TO CHARITY AND MEDICAID PATIENTS. WE ALSO CONTRIBUTED $73,606,973 TO THE INDIGENT CARE FUND AND EXPENDED $7,249,854 FOR EDUCATIONAL PROGRAMS, SCREENINGS, CORPORATE SPONSORSHIPS AND DONATIONS. FREE COMMUNITY HEALTH AND WELLNESS PROGRAMS COVERED TOPICS RANGING FROM INSOMNIA AND FOOD SAFETY TO DIABETES AND WEIGHT CONTROL. IN ADDITION, BAPTIST HEALTH PROVIDED FREE SCREENINGS FOR CHOLESTEROL, BLOOD PRESSURE, BODY COMPOSITION AND OSTEOPOROSIS. BAPTIST HEALTH ALSO HELPED THOSE IN NEED OF PRIMARY CARE SERVICES BY DONATING $4,187,664 TO NEIGHBORHOOD NOT-FOR-PROFIT CLINICS, including: THE GOOD NEWS CARE CENTER IN FLORIDA CITY, OPEN DOOR HEALTH CENTER IN HOMESTEAD, THE GOOD HEALTH CLINIC IN TAVERNIER, THE CARIDAD CENTER IN BOYNTON BEACH, THE SOUTH MIAMI CHILDREN'S CLINIC IN SOUTH MIAMI, AND CARING FOR Miami Mobile Dental Clinical. Baptist Health SPENT $15,806,959 PAYING PHYSICIANS WHO PROVIDE CARE TO OUR COMMUNITY MEMBERS IN NEED. ADDITIONALLY, WE PROVIDED $4,678,981 IN PALLIATIVE CARE AND CHAPLAINCY CARE , AND $3,501,830 IN UNFUNDED PATIENT CARE DURING FY2022. BAPTIST HEALTH FULFILLS ITS MISSION TO PROVIDE COMPASSIONATE CARE NOT ONLY BY PROVIDING ASSISTANCE TO THOSE IN FINANCIAL NEED, BUT ALSO SUPPORTING SERVICES AT A LOSS THAT ARE ESSENTIAL TO THE COMMUNITY. IN ADDITION TO THE HEALTH-RELATED BENEFITS LISTED ABOVE, BAPTIST HEALTH ALSO HAS A SIGNIFICANT AND POSITIVE FINANCIAL IMPACT ON OUR COMMUNITY. WE DIRECTLY EMPLOY MORE THAN 25,000 INDIVIDUALS AND, DURING FY22, HAD AN AVERAGE OF 4,000 JOB OPENINGS . AS SOUTH FLORIDA'S LARGEST PRIVATE EMPLOYER, BAPTIST HEALTH IS TAKING A LEADERSHIP ROLE BY COMMITTING TO THE ENVIRONMENTALLY RESPONSIBLE, ENERGY-EFFICIENT DESIGN AND FUNCTION OF OUR FACILITIES. THIS COMMITMENT APPLIES TO OUR DAY-TO-DAY OPERATIONS, FROM THE SUPPLIES WE PURCHASE TO THE VEHICLES WE USE. IN ACCORDANCE WITH OUR FAITH-BASED MISSION, BAPTIST HEALTH is COMMITTED TO MAKING A SIGNIFICANT, POSITIVE IMPACT ON THE COMMUNITY IT SERVES. Form 990, Part III, Line 3 Significant changes in program services BETHESDA OUTPATIENT SERVICES, INC BEGAN THE PROCESS OF WINDING DOWN OPERATIONS IN PREPARATION FOR DISSOLUTION DURING FY2023. Form 990, Part IV, Line 24a BOND LIABILITY AT PARENT LEVEL ALL BOND LIABILITIES ARE REPORTED AT THE PARENT LEVEL, ON SCHEDULE K OF THE BAPTIST HEALTH SOUTH FLORIDA, INC.'S 2021 FORM 990. Form 990, Part V, Line 2a EMPLOYEES REPORTED ON FORM W-3 BHSF IS THE APPOINTED PAY AGENT FOR ALL OF ITS AFFILIATES. AS SUCH ONLY BHSF ISSUES FORM W-3. Form 990, Part V, Line 1a US INFORMATIONAL RETURNS BAPTIST HEALTH HAS A SYSTEM-WIDE TREASURY POLICY, WHICH RECOGNIZES ITS RESPONSIBILITY TO OVERSEE, MANAGE, AND COORDINATE ALL AFFILIATE OPERATIONS, INCLUDING THE TREASURY FUNCTIONS. BAPTIST HEALTH SOUTH FLORIDA, INC. ("BHSF") SERVES AS THE CENTRALIZED CASH RECEIPT AND DISBURSING AGENT FOR ALL BAPTIST HEALTH ENTITIES. AS SUCH ONLY BHSF ISSUES US INFORMATIONAL RETURNS. Form 990, Part VI, Line 15 PERFORMANCE-BASED EXECUTIVE COMPENSATION THE SOUTH FLORIDA MARKET FOR HIGHLY COMPETENT HEALTHCARE EXECUTIVES REFLECTS A VERY COMPETITIVE ENVIRONMENT FOR QUALIFIED EXECUTIVES. IT IS COMPRISED OF LARGE, NATIONAL, FOR-PROFIT CHAINS AND NOT-FOR-PROFIT HOSPITAL SYSTEMS AND STAND-ALONE HOSPITALS. THE BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA, INC. SEEKS EXECUTIVES OF VISION AND LEADERSHIP TO CARRY OUT THE ORGANIZATION'S FAITH-BASED MISSION OF QUALITY CARE AND COMMUNITY SERVICE. THE BOARD EXPECTS THESE EXECUTIVES TO PROVIDE LEADERSHIP THAT WILL PLACE BAPTIST HEALTH AMONG THE BEST HEALTHCARE SYSTEMS IN THE NATION FOR QUALITY AND EXCELLENCE. THE BOARD EXPECTS EXECUTIVES TO DEMONSTRATE INTEGRITY AND LOYALTY IN THE PERFORMANCE OF THEIR DUTIES AND TO ADHERE TO BAPTIST HEALTH'S CONFLICT OF INTEREST POLICY, EXECUTIVE CODE OF CONDUCT AND ALL COMPLIANCE/ETHICS POLICIES. EXECUTIVE COMPENSATION IS CONSIDERED THE FOUNDATION TO ATTRACT AND RETAIN EXECUTIVES WITH THE TALENT, EXPERIENCE AND CHARACTER TO MEET THESE EXPECTATIONS. THE CEO OF BETHESDA OUTPATIENT SERVICES IS COMPENSATED BY BAPTIST HEALTH SOUTH FLORIDA, INC., A RELATED ORGANIZATION. THE DETERMINATION OF THE COMPENSATION OF THE CEO FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF BETHESDA OUTPATIENT SERVICES DELEGATE THE AUTHORITY TO SET EXECUTIVE COMPENSATION TO BHSF. BHSF'S COMPENSATION COMMITTEE IS COMPRISED EXCLUSIVELY OF INDEPENDENT BOARD MEMBERS WHO SERVE VOLUNTARILY WITHOUT ANY REMUNERATION, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY THAT PRECLUDES THEM OR THEIR FAMILIES FROM DOING BUSINESS WITH BAPTIST HEALTH. THE COMMITTEE IS RESPONSIBLE FOR REVIEWING THE PERFORMANCE AND APPROVING THE COMPENSATION FOR all of the entity's EXECUTIVES. THE TERM "COMPENSATION" INCLUDES SALARIES, BENEFITS AND INCENTIVES. THE COMPENSATION COMMITTEE ANNUALLY ENGAGES A NATIONALLY-RECOGNIZED, INDEPENDENT CONSULTANT TO CONDUCT COMPENSATION SURVEYS AND TO ADVISE THE BOARD ON COMPENSATION POLICIES. For further detail regarding the compensation structure, please refer to Schedule J, Part I, Line 3. Form 990, Part VI, Line 4 Significant changes to organizational documents BETHESDA OUTPATIENT SERVICES, INC. AMENDED ITS ARTICLES OF INCORPORATION TO REPLACE EVERY MENTION OF BETHESDA HEALTH, INC. WITH BETHESDA HOSPITAL, INC. THE PLACEMENT UPDATES INCLUDE ARTICLE II AND ARTICLE IV. Form 990, Part VI, Line 6 Classes of members or stockholders THE ORGANIZATION HAS ONE SOLE MEMBER, BETHESDA HOSPITAL, INC. A FLORIDA NOT-FOR-PROFIT ORGANIZATION. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body THIS ORGANIZATION IS PART OF BAPTIST HEALTH, AN INTEGRATED HEALTH CARE DELIVERY SYSTEM. THE BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA, INC. HAS THE RIGHT TO APPOINT SOME BOARD MEMBERS TO THE ORGANIZATION'S BOARD OF DIRECTORS. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders THIS ORGANIZATION IS PART OF BAPTIST HEALTH, AN INTEGRATED HEALTH CARE DELIVERY SYSTEM. THE BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA, INC. HAS THE RIGHT TO APPROVE OR RATIFY CERTAIN CORPORATE DECISIONS OF THE ORGANIZATION. Form 990, Part VI, Line 11b Review of form 990 by governing body BAPTIST HEALTH MANAGEMENT IS RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE TAX RETURNS OF BHSF AND ALL OF ITS NONPROFIT, CHARITABLE AFFILIATES. THIS FORM 990 HAS BEEN PREPARED IN CONFORMITY WITH THE INTERNAL REVENUE CODE AND TREASURY REGULATIONS. INDEPENDENT TAX CONSULTANTS AND MEMBERS OF MANAGEMENT HAVE REVIEWED IN DETAIL THE COMPLETED FORM 990. PRIOR TO FILING, THE FORM 990 PREPARATION PROCESS AND THE DOCUMENTS ARE DISCUSSED AT A MEETING OF THE FINANCE RISK MANAGEMENT COMMITTEE OF THE BOARD OF TRUSTEES AND MADE AVAILABLE ELECTRONICALLY TO ALL MEMBERS OF THE BOARD OF DIRECTORS FOR REVIEW AND COMMENTARY. ADDITIONALLY, THE EXECUTIVE AND COMPENSATION COMMITTEES OF THE BHSF BOARD OF TRUSTEES, COMPOSED OF INDEPENDENT UNCOMPENSATED MEMBERS, REVIEW OTHER PERTINENT AREAS OF THE RETURN AS NEEDED. THE PRESIDENT AND CEO, AS WELL AS THE EXECUTIVE VICE PRESIDENT AND CFO, HEREBY CERTIFY AS TO THE ACCURACY AND COMPLETENESS OF THIS FORM 990. Form 990, Part VI, Line 12c Conflict of interest policy EMPLOYEE CONFLICT OF INTEREST AN ACTUAL, POTENTIAL, OR PERCEIVED CONFLICT OF INTEREST OCCURS IN THOSE CIRCUMSTANCES WHERE AN EMPLOYEE'S JUDGEMENT COULD BE AFFECTED BECAUSE THE EMPLOYEE HAS A PERSONAL INTEREST, OTHER THAN THE RECEIPT OF COMPENSATION FROM BAPTIST HEALTH SOUTH FLORIDA, INC. AND ITS AFFILIATES ("BHSF"), IN THE OUTCOME OF A DECISION OVER WHICH THE EMPLOYEE HAS CONTROL OR INFLUENCE. FOR THE PURPOSES OF THIS POLICY, IT IS PRESUMED THAT MANAGERS HAVE CONTROL OR INFLUENCE OVER ANY DECISION AFFECTING A MATTER FOR WHICH A MANAGER HAS RESPONSIBILITY. A PERSONAL INTEREST EXISTS WHEN AN EMPLOYEE OR A MEMBER OF HIS OR HER FAMILY STANDS TO DIRECTLY OR INDIRECTLY OBTAIN FINANCIAL GAIN AS A RESULT OF A DECISION. THIS POLICY IS INTENDED FOR ALL EMPLOYEES TO UNDERSTAND, IDENTIFY, MANAGE, AND APPROPRIATELY DISCLOSE THOSE TRANSACTIONS, WHICH COULD RESULT IN AN ACTUAL, POTENTIAL, OR PERCEIVED CONFLICT OF INTEREST. IN ACCORDANCE WITH OUR CODE OF ETHICS, HIGH ETHICAL STANDARDS MUST BE OBSERVED IN THE NEGOTIATION AND EXECUTION OF ALL BUSINESS ACTIVITIES CONDUCTED AT, BY OR WITH BAPTIST HEALTH. ANY DECISIONS MADE BY BAPTIST HEALTH EMPLOYEES MUST BE MADE IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, WITH THE BEST ORGANIZATIONAL INTERESTS OF BAPTIST HEALTH AS THE HIGHEST PRIORITY AND WITHOUT REGARD TO THE PERSONAL GAIN OR INTEREST OF ANY OTHER PERSON OR ENTITY. LIKEWISE, THE APPEARANCE OF ANY SUCH IMPROPER INFLUENCE ON ANY DECISIONS SHOULD BE CONSCIOUSLY AVOIDED. EMPLOYEES SHOULD ALSO ADHERE TO POLICY 828 WHICH PROHIBITS VENDOR SPONSORED TRAVEL, POLICY 829 WHICH LIMITS ACCEPTANCE OF PERSONAL HONORARIUMS, AND POLICY 831 WHICH PROVIDES LIMITATIONS AND GUIDELINES ON PHILANTHROPIC SOLICITATION OF VENDORS. A POTENTIAL OR PERCEIVED CONFLICT OF INTEREST MAY EXIST IRRESPECTIVE OF THE INTENT OF THE EMPLOYEE. BOARD CONFLICT OF INTEREST Baptist Health has a strong and robust Conflict of Interest policy. The policy is meant to ensure that each member of the Board of Trustees governs the affairs of Baptist Health and its affiliates with honesty and integrity and makes decisions for the benefit of Baptist Health. Board of Trustee members may not be employed by Baptist Health, nor engaged to provide services to Baptist Health or any of its affiliates in exchange for cash compensation. Conflict free decision making extends beyond the Board members to include transactions that might benefit (I) the private interest of a member or his or her family (II) an organization controlled by a member of his or her family or (III) an organization in which a member or his or her familiar has a material interest. Since the appearance of a conflict of interest may be as damaging to Baptist Health's reputation as actually permitting a conflict to exist, each voting Board member of Baptist Health and its affiliates has a continuing obligation to disclose any potential conflicts. This continuing obligation is supplemented by an annual certification that the Board member is free from actual or potential conflicts of interest. The annual certification is reviewed by the Vice President of Audit and Compliance and the Chief Compliance Officer who reports directly to the Board. Potential conflicts are further reviewed by the Board's Ethics Committee. If a conflict does exist, the conflicted Board member may be required to (I) resign from the Board (II) eliminate the relationship, which gives rise to the conflict or (III) recuse himself or herself from all discussions, votes or actions with regard to the matter creating the actual or potential conflict of interest. CONFLICT OF INTEREST POLICY COMPLIANCE ONE OF BAPTIST HEALTH'S GREATEST ASSETS IS THE INTEGRITY OF ITS VOLUNTEER BOARD MEMBERS. ONE WAY TO ASSURE INTEGRITY IS THE ORGANIZATION'S COMMITMENT TO A STRINGENT CONFLICT OF INTEREST POLICY FOR THEIR GOVERNING BOARDS AND MANAGEMENT. AS A PART OF A ROBUST CONFLICT OF INTEREST POLICY, BOARD MEMBERS MUST ANNUALLY COMPLETE A CONFLICT OF INTEREST DECLARATION FORM. THE AUDIT AND COMPLIANCE DEPARTMENT MONITOR TO ENSURE ALL VOTING MEMBERS SUBMIT THE DECLARATION FORM AND PERFORM NECESSARY RESEARCH TO UNDERSTAND IF A POTENTIAL CONFLICT EXISTS. ALL DISCLOSURES AND THE RELATED RESEARCH ARE SUMMARIZED FOR THE ETHICS COMMITTEE OF THE BAPTIST HEALTH SOUTH FLORIDA, INC. BOARD OF TRUSTEES. ANY DISCLOSURES THAT MAY RESULT IN THE APPEARANCE OF A CONFLICT ARE ADDRESSED BY THE COMMITTEE FOR ITS CONSIDERATION AND RESOLUTION. Form 990, Part VI, Line 19 Required documents available to the public DOCUMENTS THAT ARE REQUIRED TO BE OPEN FOR PUBLIC INSPECTION ARE MADE AVAILABLE UPON REQUEST. IN ADDITION, BOTH THE FORM 990 AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON THIRD PARTY WEBSITES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE ON WWW.BAPTISTHEALTH.NET. Form 990, Part VII, Section A REPORTABLE COMPENSATION THE AMOUNTS APPEARING AS REPORTABLE COMPENSATION ON FORM 990 PART VII FOR VOLUNTEER BOARD MEMBERS ARE COMPOSED OF EITHER PAYMENTS FOR SERVICES AS AN ELECTED REPRESENTATIVE OF THE MEDICAL STAFF, NON-CLINICAL SERVICES RENDERED TO BAPTIST HEALTH WHICH MAKE POSSIBLE AN IMPORTANT ADMINISTRATIVE FUNCTION, OR MINOR DISCOUNTS ON CLINICAL SERVICES RECEIVED AT A BAPTIST HEALTH FACILITY. ALL OF THESE AMOUNTS ARE REPORTED IN ACCORDANCE WITH THE RULES AND REGULATIONS PERTAINING TO IRS FORMS W-2 AND 1099 RESPECTIVELY. BAPTIST HEALTH SOUTH FLORIDA INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 650267668 SUPPORT FL 501(c)(3) Type III-FI NA false BAPTIST HOSPITAL OF MIAMI INC 8900 N KENDALL DRIVE MIAMI FL 33176 590910342 HOSPITAL FL 501(c)(3) 3 BHSF false SOUTH MIAMI HOSPITAL INC 6200 SW 73 ST MIAMI FL 33143 590872594 HOSPITAL FL 501(c)(3) 3 BHSF false HOMESTEAD HOSPITAL INC 975 BAPTIST WAY HOMESTEAD FL 33033 650232993 HOSPITAL FL 501(c)(3) 3 BHSF false MARINERS HOSPITAL INC 91500 OVERSEAS HIGHWAY TAVERNIER FL 33070 591987355 HOSPITAL FL 501(c)(3) 3 BHSF false WEST KENDALL BAPTIST HOSPITAL INC 9555 SW 162 AVE MIAMI FL 33196 522438452 HOSPITAL FL 501(c)(3) 3 BHSF false DOCTORS HOSPITAL INC 5000 UNIVERSITY DRIVE CORAL GABLES FL 33146 043775926 HOSPITAL FL 501(c)(3) 3 BHSF false BAPTIST OUTPATIENT SERVICES INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 562290370 MED. DIAG. FL 501(c)(3) 3 BHSF false BAPTIST HEALTH SOUTH FLORIDA FOUNDATION INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 591923401 FUNDRAISING FL 501(c)(3) 7 BHSF false BAPTIST HEALTH MEDICAL GROUP INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 462597739 HEALTHCARE FL 501(c)(3) 10 BHSF false MIAMI CANCER INSTITUTE AT BAPTIST HEALTH INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 473090066 HEALTHCARE FL 501(c)(3) Type III-FI BHSF false FISHERMENS HEALTH INC 3301 OVERSEAS HWY MARATHON FL 33050 821682066 HOSPITAL FL 501(c)(3) 3 BHSF false BETHESDA HEALTH INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 592447553 SUPPORT ORGANIZATION FL 501(c)(3) Type III-FI BHSF false BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 592771779 O/P MEDICAL SERVICES FL 501(c)(3) 10 BHI false BETHESDA OUTPATIENT SERVICES INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 650561263 O/P MEDICAL SERVICES FL 501(c)(3) 10 BHI false BETHESDA HOSPITAL INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 592447554 HOSPITAL FL 501(c)(3) 3 BHI false BOCA RATON REGIONAL HOSPITAL INC 800 MEADOWS ROAD BOCA RATON FL 33486 591006663 HOSPITAL FL 501(c)(3) 3 BRRH false BRRH HOME HEALTH SERVICES INC 800 MEADOWS ROAD BOCA RATON FL 33486 650044715 O/P MEDICAL SERVICES FL 501(c)(3) Type III-FI BRRH false KENDALL PROFESSIONAL CENTER LIMITED 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 592645094 LEASING OFFICE SPACE FL NA N/A BAPTIST SLEEP CENTERS OF SOUTH FLORIDA LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 273597226 MEDICAL SERVICES FL NA N/A BAPTIST SURGERY AND ENDOSCOPY CENTERS LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 201796841 MEDICAL SERVICES FL NA N/A BAPTIST HEALTH SURGERY CENTER LLC 8900 N KENDALL DRIVE MIAMI FL 33176 650663357 MEDICAL SERVICES FL NA N/A AMSURG BAPTIST NETWORK ALLIANCE LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 473088958 HOLDING COMPANY FL NA N/A BAPTIST AMBULATORY ALLIANCE LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 814431967 HOLDING COMPANY FL NA N/A HEALTH NETWORK AMBULATORY ALLIANCE LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 814490589 HOLDING COMPANY FL NA N/A MIAMI CARDIAC AND VASCULAR INSTITUTE MANAGEMENT COMPANY 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 474128811 CARDIAC MEDICAL CENTER FL NA N/A MEDLEY OPPORTUNITY FUND III LP 280 PARK AVENUE 6TH FLOOR EAST NEW YORK NY 10152 471284126 INVESTMENT IN DEBT NY NA N/A SOUTH FLORIDA CENTER FOR ENDOSCOPY DIGESTIVE DISEASE LLC 7875 SW 104TH ST SUITE 201 Miami FL 33156 651112489 MEDICAL SERVICES FL NA N/A BAPTISTBELMONT CG JV LLC 7660 WOODWAY DRIVE SUITE 400 HOUSTON TX 77063 843628646 MEDICAL SERVICES TX NA N/A BVBP PURSUIT LLC 7660 WOODWAY DRIVE SUITE 400 HOUSTON TX 77063 843693526 MEDICAL SERVICES TX NA N/A BAPTIST HEALTH ENTERPRISES INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 592572862 REAL ESTATE MANAGEMENT FL NA C Corporation false SAMARITAN RISK RETENTION GROUP 146 Fairchild Street Suite 135 Charleston SC 29492 203433505 INSURANCE SC NA C Corporation false PINEAPPLE INSURANCE COMPANY 980465790 INSURANCE CJ NA C Corporation false BMAB EAST TOWER INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 654047110 LEASE OFFICE SPACE FL NA C Corporation false BAPTIST MEDICAL SERVICES CORP 6855 RED ROAD STE 600 CORAL GABLES FL 33143 650506620 HOLDING COMPANY FL NA C Corporation false KENDALL CREDIT BUSINESS SERVICES INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 650434778 COLLECTION AGENCY FL NA C Corporation false SOUTH MIAMI HEALTH ENTERPRISES INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 592623930 MEDICAL CENTER FL NA C Corporation false BAPTIST AMBULATORY SERVICES INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 421573814 HOLDING COMPANY FL NA C Corporation false BHE REALTY INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 900152617 REAL ESTATE BROKER FL NA C Corporation false BAPTIST ANCILLARY SERVICES INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 550800138 HOLDING COMPANY FL NA C Corporation false BETHESDA HEALTH PHYSICIAN GROUP INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 650561267 PHYSICIAN OFFICES FL NA C Corporation false BETHESDA HOLDING COMPANY INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 592663767 HOLDING COMPANY FL NA C Corporation false PALM BEACH CREDIT ADJUSTORS INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 592507658 INVESTMENT FL NA C Corporation false BOCACARE INC 800 MEADOWS ROAD BOCA RATON FL 33486 264190328 PHYSICIAN OFFICES FL NA C Corporation false BAPTIST HEALTH INTERNATIONAL CAYMAN ISLAND LTD MEDICAL SERVICES CJ NA C Corporation false false false false false false false false false false false false false false false false true true false false