2019-11-13T19:22:16-06:00 2018-12-31 346565596 ERNST & YOUNG US LLP 201 NORTH FRANKLIN STREET SUITE 2400 TAMPA FL 33602 990 2018-01-01 592018848 ST ANTHONY'S PROFESSIONAL BUILDINGS & SERVICES INC STAN 7278251649 3100 W DR MARTIN LUTHER KING JR TAMPA FL 33607 111219 CFO 7278251649 2019-11-13 1 MELANIE A MCPEAK P01346034 8132254800 73.184.197.104 2019-11-13 12:39:03 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 66FC02D03DBAC7EA2C5C7B5513D8D7164FCFC484 2018 2020-03-31 21:24:44Z JIM COTE 8452 118TH AVE N ST PETERSBURG FL 33773 23930940 0 0928 X N/A X 1980 FL THE ORGANIZATION OWNS PROPERTY CONSISTING OF PARKING GARAGES, AMBULATORY SURGERY CENTERS, OUTPATIENT CENTERS, MED OFFICE BUILDINGS, USED IN SUPPORT OF ST. ANTHONY'S HOSPITAL INC. 4 0 204 1000 172 0 82500 63150 19189813 21807690 1041 739321 -78830 534099 19194524 23144260 0 0 0 0 4408090 4778389 0 0 0 14701167 15334195 19109257 20112584 85267 3031676 64519750 60876688 83178640 76503901 -18658890 -15627213 THE ORGANIZATION OWNS PROPERTY CONSISTING OF PARKING GARAGES, AMBULATORY SURGERY CENTERS, OUTPATIENT CENTERS, MEDICAL OFFICE BUILDINGS USED IN SUPPORT OF ST. ANTHONY'S HOSPITAL, INC. 0 0 9073461 0 13873357 THE ORGANIZATION OWNS AND OPERATES OUTPATIENT SURGERY AND IMAGING FACILITIES WHICH ARE USED IN THE SUPPORT OF THE ACTIVITIES OF ST. ANTHONY'S HOSPITAL, INC. THE MISSION OF ST. ANTHONY'S HOSPITAL IS TO IMPROVE THE HEALTH OF ALL IT SERVES THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH QUALITY COMPASSIONATE CARE. IN 2018, THE ORGANIZATION PROVIDED 65,239 IMAGING SERVICES TO ITS PATIENTS. 5950171 0 7319675 THE ORGANIZATION OWNS MEDICAL OFFICE BUILDINGS AND PARKING GARAGES. THE PARKING GARAGES ARE ADJACENT TO AND CONNECTED TO ST. ANTHONY'S HOSPITAL AND ARE USED FREE OF CHARGE BY PATIENTS, VISITORS AND EMPLOYEES OF THE HOSPITAL. THE OFFICE BUILDINGS PROVIDE OFFICE SPACE TO VARIOUS DEPARTMENTS OF THE HOSPITAL AND OTHER RELATED ENTITIES AS WELL AS OTHER HEALTH CARE PROVIDERS WHOSE RENTS HELP SUPPPORT THE COST INCURRED IN OPERATING AND MAINTAINING THE VARIOUS FACILITIES. 1987576 0 1367667 THE ORGANIZATION OPERATES A WELLNESS CENTER AND PROVIDES ON-SITE MEDICAL SERVICES AND HEALTH EDUCATION AT VARIOUS COMMUNITY EVENTS. THERE WERE 2,134 MEMBERS OF THE WELLNESS CENTER IN DECEMBER 2018. 17011208 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 X 0 0 204 1 0 0 0 0 0 0 0 0 0 0 0 0 X 4 0 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 1 1 X JANICE POLO EVP & CFO 7278208021 2985 DREW STREET CLEARWATER FL 33759 JAMES COTE TRUSTEE/SECRETARY/SVP AMB SVCS 1.00 48.00 X X 0 555626 99809 JANICE POLO TRUSTEE/TREASURER/EVP,CFO BAYCARE 1.00 50.00 X X 0 974340 79567 SCOTT KIZER TRUSTEE/SVP, CHIEF LEGAL OFFICER 1.00 46.00 X 0 779738 79202 GLENN WATERS TRUSTEE/EVP, COO BAYCARE 1.00 60.00 X X 0 1549036 59994 TOM RIBBLE DIRECTOR AMB FINANCE 1.00 49.00 X 0 251312 19338 CARL TREMONTI VP CFO BAYCARE HOSP DIV/BC MED GR/AMB 1.00 63.00 X 0 698208 26327 DEBORAH SANDMAN MANAGER, IMAGING SERVICES 45.00 0.00 X 121967 0 24402 MARGARET BROWN MANAGER, OUTPT DIAGNOSTIC 45.00 0.00 X 115160 0 14107 237127 4808260 402746 2 0 1 0 RADIOLOGY ASSOC ST PETERSBURG PO BOX 919379 ORLANDO FL 32891 MEDICAL SERVICES 2751428 SIEMENS MEDICAL SOLUTIONS USA PO BOX 120001 DEPT 0733 DALLAS TX 75312 SOFTWARE SERVICES 337403 MITCH MURCHS MAINTENANCE 2827 CLARK AVE ST LOUIS MO 63103 CLEANING SERVICES 327310 EXOS COMMUNITY SERVICES LLC 25 HANOVER RD FLORHAM PARK NJ 07932 PROFESSIONAL SERVICES 223950 SEVEN ONE SEVEN PARKING SVCS 1523 N FRANKLIN ST TAMPA FL 33602 VALET SERVICES 214281 7 63150 63150 AMBULATORY CARE 621990 8682742 8682742 RENTAL INCOME 621990 6580557 6580557 MEDICARE/MEDICAID PMNT 621990 5190615 5190615 COMMUNITY AFFAIRS 621990 1353776 1353776 21807690 31 31 810975 71685 739290 739290 739290 495913 63150 714995 -219082 -219082 MISC REVENUE 621990 693130 692958 172 OTHER REVENUE 621990 34865 34865 IN KIND REV 621990 18250 18250 6936 6936 753181 23144260 22560699 172 520239 X 3743476 3743476 140768 140768 639707 639707 254438 254438 3675 3675 71 71 1103 1103 4008956 4008956 566934 156624 410310 20558 20558 2976430 2976430 21275 632 20643 155625 155625 3447061 3447061 131398 131398 MANAGEMENT FEES 2651065 2651065 BAD DEBT EXPENSE 532828 532828 MEDICAL SUPPLIES 398302 398302 ALL OTHER EXPENSES 367819 367819 51095 35483 15612 20112584 17011208 3101376 0 295 576 1320515 695735 47642 52567 8704 5156 3196 111780000 52714748 62009182 59065252 1133412 1054206 64519750 60876688 1094248 1071883 220335 106874 81864057 75325144 83178640 76503901 X -18658890 -15627213 -18658890 -15627213 64519750 60876688 X 3031676 1 X 0 1 X 1 0 X 50500 92500 54000 82500 63150 342650 52241956 17936899 18408470 19189813 21807690 129584828 52292456 18029399 18462470 19272313 21870840 129927478 0 0 0 129927478 4761 3764 2444 1041 31 12041 172 172 4761 3764 2444 1041 203 12213 384974 503424 459219 199412 753009 2300038 52682191 18536587 18924133 19472766 22624052 132239729 0.98250 0.98290 0.00010 0.00010 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER REVENUE - 2014 AMOUNT: $ 369,820. 2015 AMOUNT: $ 503,424. 2016 AMOUNT: $ 459,219. 2017 AMOUNT: $ 186,412. 2018 AMOUNT: $ 734,759. IN-KIND REVENUE - 2014 AMOUNT: $ 15,154. 2017 AMOUNT: $ 13,000. 2018 AMOUNT: $ 18,250. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 1103 1103 0 SCHEDULE C PART II - B, LINE 1I, SUPPLEMENTAL INFORMATION THESE ORGANIZATIONS USE A PORTION OF THEIR RESPECTIVE DUES TO CONDUCT LOBBYING ACTIVITIES. DUES WERE PAID TO THE FLORIDA SOCIETY OF AMBULATORY SURGICAL CENTERS. 12630612 12630612 83994231 39259464 44734767 940001 819325 120676 14131395 12635959 1495436 83761 83761 59065252 INVESTMENTS 1396832 DEPOSITS 41700 DUE TO AFFILIATES 73886612 75325144 X 22587138 714995 714995 21872143 1272117 1272117 23144260 19555457 714995 714995 18840462 1272122 1272122 20112584 PART X, LINE 2: MANAGEMENT BELIEVES THAT ALL TAX POSITIONS TAKEN WITH RESPECT TO EXEMPT STATUS ISSUES AND UBTI ISSUES, IF EXAMINED BY THE IRS WITH FULL KNOWLEDGE OF ALL MATERIAL FACTS, ARE MORE LIKELY THAN NOT TO BE SUSTAINED. THEREFORE, THE FULL BENEFITS OF THE TAX POSITIONS TAKEN ARE RECOGNIZED IN THE FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: TRIATHLON 714,995. PART XI, LINE 4B - OTHER ADJUSTMENTS: G/L ON SALE OF ASSET 739,290. BAD DEBT 532,828. ROUNDING -1. PART XII, LINE 2D - OTHER ADJUSTMENTS: TRIATHLON 714,995. PART XII, LINE 4B - OTHER ADJUSTMENTS: G/L ON SALE OF ASSET 739,290. BAD DEBT 532,828. ROUNDING 4. TRIATHLON 559063 63150 495913 53000 16266 69850 23879 1300 550700 559063 63150 495913 53000 16266 69850 23879 1300 550700 714995 -219082 PART II, EVENT #1 THE TRIATHLON EVENT IS 30+ YEAR TRADITION AND IN PRIOR YEARS HAS OCCASIONALLY SHOWN A PROFIT. IN RECENT YEARS, BOTH SPONSORSHIPS AND REGISTRATION FEES HAVE DECLINED DUE TO COMPETITION FROM SIMILAR EVENTS IN THE AREA, WHILE MANY OF THE EXPENSES REMAIN FIXED. EVEN THOUGH THE EVENT REPORTED A LOSS THIS YEAR, MANAGEMENT CONTINUES TO SUPPORT THE EVENT BECAUSE OF THE NON-FINANCIAL BENEFITS IT BRINGS TO THE ORGANIZATION. THE TRIATHLON PROVIDES AN OPPORTUNITY TO SUPPORT THE HOSPITAL IN ITS PROMOTION OF COMMUNITY HEALTH AND COMMUNITY EDUCATION. 0 1 0 0 0 0 0 0 0 JAMES COTE TRUSTEE/SECRETARY/SVP AMB SVCS 0 404904 0 136387 0 14335 0 87626 0 12183 0 655435 0 0 JANICE POLO TRUSTEE/TREASURER/EVP,CFO BAYCARE 0 620802 0 245807 0 107731 0 37341 0 42227 0 1053908 0 0 SCOTT KIZER TRUSTEE/SVP, CHIEF LEGAL OFFICER 0 501925 0 183829 0 93984 0 50724 0 28478 0 858940 0 0 GLENN WATERS TRUSTEE/EVP, COO BAYCARE 0 922335 0 352137 0 274564 0 18822 0 41172 0 1609030 0 14747 TOM RIBBLE DIRECTOR AMB FINANCE 0 212249 0 26075 0 12988 0 11482 0 7857 0 270651 0 0 CARL TREMONTI VP CFO BAYCARE HOSP DIV/BC MED GR/AMB 0 404412 0 128903 0 164893 0 13750 0 12577 0 724535 0 49498 PART I, LINE 3 THE FILING ORGANIZATION DOES NOT USE ANY OF THE OPTIONS LISTED IN SCHEDULE J, PART I, LINE 3 TO ESTABLISH THE COMPENSATION OF THE CEO/EXECUTIVE DIRECTOR. HOWEVER, THE RELATED ORGANIZATION, BAYCARE HEALTH SYSTEM INC, USES COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACT, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE AS A MEANS TO ESTABLISH THE CEO'S COMPENSATION OF THE FILING ORGANIZATION. PART I, LINE 4B JAMES COTE - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $72,461 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. JANICE POLO - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $78,618 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. SHE HAD $21,701 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $30,936 IN 2018. SCOTT KIZER - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $73,288 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $33,070 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $28,839 IN 2018. GLENN WATERS - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $237,944 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $93,631 IN 2018. CARL TREMONTI - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $137,675 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $54,175 IN 2018. PART V, LINE 1A EFFECTIVE 2018, THE TOTAL NUMBER FROM BOX 3 OF FORM 1096 IS REPORTED BY BAYCARE HEALTH SYSTEM, INC, EIN 59-2796965, A RELATED ORGANIZATION THAT PROCESSES FORMS 1099 FOR ITS AFFILIATES. THIS IS A CHANGE FROM THE PRIOR YEAR REPORTING AS IT BETTER ALIGNS THE FORM 1096, BOX 3 REPORTING TO THE ISSUING EIN. FORM 990, PART VI, SECTION A, LINE 1 ST. ANTHONY'S PROFESSIONAL BUILDINGS AND SERVICES, INC. IS CONTROLLED BY ST. JOSEPH'S HEALTH CARE CENTER, INC., A 501(C)(3) TAX-EXEMPT ORGANIZATION. A MAJORITY OF THE VOTING MEMBERS OF THE BOARD OF ST. JOSEPH'S HEALTH CARE CENTER, INC. ARE INDEPENDENT. FORM 990, PART VI, SECTION A, LINE 2 JANICE POLO AND GLENN WATERS ARE BOARD MEMBERS/OFFICERS OF THE FILING ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY AFFILIATED WITH THE FILING ORGANIZATION. JIM COTE, GLENN WATERS AND TOM RIBBLE ARE BOARD MEMBERS/OFFICERS OF THE FILING ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY AFFILIATED WITH THE FILING ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF ST. ANTHONY'S PROFESSIONAL BUILDINGS & SERVICES, INC. IS ST. JOSEPH'S HEALTH CARE CENTER, INC. FORM 990, PART VI, SECTION A, LINE 7A THE NUMBER OF TRUSTEES SHALL BE NOT LESS THAN THREE (3) NOR MORE THAN NINE (9). THESE NUMBERS MAY BE INCREASED OR DECREASED FROM TIME TO TIME BY AMENDMENT TO THESE BYLAWS, BUT NO DECREASE SHALL HAVE THE EFFECT OF SHORTENING THE TERM OF ANY INCUMBENT TRUSTEE. DESIGNATION AND APPOINTMENT OF TRUSTEES (A) THE PRESIDENT OF THE CORPORATION SHALL SERVE AS AN EX OFFICIO TRUSTEE WITH VOTE. (B) UNLESS SUBSECTION (C) BELOW APPLIES, ALL OTHER TRUSTEES SHALL BE APPOINTED BY THE TRUSTEES OF THE MEMBER AT AN ANNUAL MEETING OF THE MEMBER. (C) IN APPOINTING TRUSTEES, THE BOARD OF TRUSTEES OF THE CORPORATE MEMBER MAY WAIVE THE NOMINATING PROCEDURE SPECIFIED IN SUBSECTION (B) ABOVE AND APPOINT MEMBERS OF THE SPONSORING ORGANIZATION TO SERVE AS TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7B THE TAXPAYER IS A PARTICIPANT, AS DEFINED IN THE SECOND RESTATED JOINT OPERATING AGREEMENT DATED AS OF MAY 23, 2006, AS AMENDED (THE "JOA"). UNDER THE JOA, BAYCARE HEALTH SYSTEM, INC. IS RESPONSIBLE FOR THE OPERATIONS OF THE PARTICIPANTS. THE JOA PARTICIPANTS INCLUDE THE TAXPAYER AND OTHER HOSPITALS AND NON-HOSPITAL ORGANIZATIONS. NOTICE OF THE JOA WAS PREVIOUSLY PROVIDED TO THE INTERNAL REVENUE SERVICE BY LETTER DATED JULY 1, 1997. THE MEMBER SHALL RESERVE TO ITSELF IN ITS CAPACITY AS THE CORPORATE MEMBER OF THE CORPORATION THE FOLLOWING TWO CATEGORIES OF ACTIONS: CLASS I MEMBERS RESERVED RIGHTS AND CLASS II MEMBERS RESERVED RIGHTS. A. CLASS I MEMBER RESERVED RIGHTS. 1. ADDITION, DELETION OR RECONFIGURATION OF SERVICES OF THE CORPORATION. 2. ESTABLISHMENT OF OVERALL CAPITAL AND OPERATING BUDGETS AND STRATEGIC PLANS APPLICABLE TO THE CORPORATION, INCLUDING THE USE OF THE FUNDS OF THE CORPORATION. 3. EXCLUSIVE AUTHORITY TO ENTER INTO MANAGED CARE CONTRACTS ON BEHALF OF THE CORPORATION. 4. APPROVAL OF CONTRACTS ON BEHALF OF THE CORPORATION (BUT THE CLASS I MEMBER MAY ESTABLISH POLICIES FROM TIME TO TIME PROVIDING THAT ONLY SPECIFIC TYPES OF CONTRACTS OR CONTRACTS INVOLVING OBLIGATIONS IN EXCESS OF SPECIFIED LEVELS NEED TO BE APPROVED BY THE CLASS I MEMBER). 5. AUTHORITY TO ESTABLISH FEES AND CHARGES ON BEHALF OF THE CORPORATION. 6. DETERMINATION OF WHETHER THE CORPORATION SHOULD JOIN ANY NETWORKS OR ALTERNATIVE OR INTEGRATED DELIVERY SYSTEMS. 7. ESTABLISHMENT OF EMPLOYMENT AND OTHER POLICIES APPLICABLE TO ALL PERSONNEL EMPLOYED BY THE CORPORATION. 8. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 9. APPROVAL OF CHANGES IN THE ARTICLES OF INCORPORATION OR IN THE BYLAWS OF THE CORPORATION. 10. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 11. APPROVAL OF THE INCURRENCE OF INDEBTEDNESS BY THE CORPORATION ABOVE CERTAIN LIMITS ESTABLISHED BY THE CLASS I MEMBER. 12. APPROVAL OF THE ESTABLISHMENT OF ADDITIONAL AFFILIATES OR SUBSIDIARIES OF THE CORPORATION. 13. ADOPTION OF STRATEGIC PLANS OR MAJOR CHANGES IN PROGRAMS OR SERVICES OF THE CORPORATION. 14. APPROVAL OF THE PURCHASE, SALE, TRANSFER, OR OTHER ENCUMBRANCE OF ASSETS OF THE CORPORATION ABOVE SPECIFIED LEVELS ESTABLISHED BY THE CLASS I MEMBER. B. CLASS II MEMBER RESERVED RIGHTS. 1. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 2. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 3. APPROVAL OF ANY SALE, LONG TERM LEASE, MORTGAGE, ENCUMBRANCE OR DISPOSITION OF PROPERTY OF THE CORPORATION CONSTITUTING AN 'ALIENATION' UNDER PRINCIPLES OF CANON LAW. 4. APPROVAL OF MATTERS RELATING TO THE IMPLEMENTATION OF AND COMPLIANCE WITH THE ETHICAL AND RELIGIOUS DIRECTIVES. 5. APPROVAL OF SUBSTANTIVE CHANGES IN THE ARTICLES OF INCORPORATION OF THE CORPORATION AND THESE BYLAWS (PROVIDED THAT PRIOR NOTICE OF ANY CHANGE IN THE ARTICLES OF INCORPORATION OF THE CORPORATION OR THESE BYLAWS SHALL BE PROVIDED TO TRINITY HEALTH AND, IF SUCH CHANGE, AS A RESULT OF TRINITY HEALTH, SUCH CHANGE, REGARDLESS OF WHETHER IT IS SUBSTANTIVE AS A MATTER OF CIVIL LAW, SHALL BE SUBJEC TO THE APPROVAL OF TRINITY HEALTH). 6. WITH REGARD TO ANY ASSETS OF THE CORPORATION NO LONGER REQUIRED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF ANY ASSETS NOT IN THE ORDINARY COURSE WHICH HAVE A VALUE IN EXCESS OF $3 MILLION, AND WITH REGARD TO ALL OTHER ASSETS OF THE CORPORATION USED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF SUCH ASSETS NOT IN THE ORDINARY COURSE (BUT THE FOREGOING IS NOT INTENDED TO LIMIT ANY TRANSFER OF THE LOCATION OF THE ASSETS FROM THE CORPORATION TO ANOTHER ENTITY IN CONNECTION WITH A DULY AUTHORIZED RECONFIGURATION OF SERVICES). 7. THE DETERMINATION OF THE DISTRIBUTION OF ASSETS UPON DISSOLUTION OR LIQUIDATION OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ORGANIZATION AND REVIEWED BY THE CFO, AS WELL AS THE ORGANIZATION'S PAID PREPARER. PRIOR TO FILING WITH THE IRS, A FINAL COPY OF THE FORM 990 WAS PROVIDED TO THE ENTIRE BOARD. FORM 990, PART VI, SECTION B, LINE 12C ST. ANTHONY'S PROFESSIONAL BUILDINGS & SERVICES, INC. HAS TWO SEPARATE CONFLICT OF INTEREST PROCEDURES; ONE THAT RELATES TO BOARD MEMBERS AND ANOTHER THAT RELATES TO NON-BOARD MEMBER EMPLOYEES. BOTH GROUPS ARE REQUIRED ON AN ANNUAL BASIS TO COMPLETE, SIGN AND FILE AN ANNUAL DISCLOSURE STATEMENT DETAILING EXISTING OR POTENTIAL CONFLICTS OF INTERESTS. DISCLOSURE REQUIREMENTS OF BOARD AND COMMITTEE MEMBERS PRIOR TO ANY AND ALL BOARD OR COMMITTEE MEETINGS, EACH BOARD/COMMITTEE MEMBER SHALL REVIEW THE MEETING AGENDA FOR ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST. IN THE EVENT AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ASSOCIATED WITH ANY AGENDA ITEM IS CONCLUDED BY A BOARD COMMITTEE MEMBER AFTER SUCH REVIEW, THE IMPACTED BOARD/COMMITTEE MEMBER SHALL INFORM THE BOARD/COMMITTEE CHAIRPERSON OF THE CONFLICT IN ADVANCE OF THE MEETING. REQUIRED ACTION AFTER DISCLOSURE OF THE BOARD/COMMITTEE MEMBER'S ACTUAL OR POTENTIAL CONFLICT TO THE BOARD/COMMITTEE CHAIRPERSON AS SET FORTH ABOVE, THE FOLLOWING PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST WILL BE ADHERED TO BY EACH BOARD AND ALL COMMITTEES WITHOUT EXCEPTION: 1. THE BOARD/COMMITTEE CHAIRPERSON SHALL, UPON DISCLOSURE BY AN IMPACTED BOARD/COMMITTEE MEMBER, HAVE THE DISCRETION (BASED UPON THE SEVERITY OF THE ACTUAL OR POTENTIAL CONFLICT) TO EXCUSE THE IMPACTED BOARD/COMMITTEE MEMBER FROM THE BOARD/COMMITTEE DISCUSSIONS ON THAT AGENDA ITEM. 2. REGARDLESS OF WHETHER THE IMPACTED BOARD/COMMITTEE MEMBER IS ASKED TO LEAVE THE ROOM DURING THE AGENDA ITEM DISCUSSION, THE BOARD/COMMITTEE CHAIRPERSON SHALL NOTIFY ALL BOARD/COMMITTEE MEMBERS OF THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST SO EVERYONE IS AWARE OF THE SAID CONFLICT BEFORE ANY DISCUSSIONS AND/OR VOTE ON THE MATTER. 3. THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE BAYCARE ENTITY CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM AN INDIVIDUAL OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 4. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY AVAILABLE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE BAYCARE ENTITY'S BEST INTEREST, AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO BAYCARE. AN INTERESTED BOARD/COMMITTEE SHALL NOT VOTE, PARTICIPATE IN, INFLUENCE, OR ATTEMPT TO INFLUENCE ANY DETERMINATION OR PROCEEDINGS. AS REQUESTED BY THE BOARD/COMMITTEE CHAIRPERSON, THE INTERESTED BOARD/COMMITTEE MEMBER MAY, HOWEVER, RESPOND TO QUESTIONS POSED BY THE BOARD/COMMITTEE REGARDING THE CONTRACT OR TRANSACTION. ANY SUCH CONTRACT OR TRANSACTION MUST BE AUTHORIZED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE BOARD/ COMMITTEE MEMBERS ENTITLED TO VOTE AT A MEETING AT WHICH A QUORUM WAS PRESENT. ANY INTERESTED BOARD/COMMITTEE MEMBER MAY NOT BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM. 5. THE MINUTES OF THE BOARD AND ALL COMMITTEES SHALL REFLECT THE FOLLOWING: A. THE NAME(S) OF THE BOARD/COMMITTEE MEMBER(S) WHO DISCLOSED OR WAS OTHERWISE FOUND TO HAVE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE ACTUAL OR POSSIBLE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD/COMMITTEE CHAIRPERSON'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT, EXISTED. B. THE NAMES OF THE BOARD/COMMITTEE MEMBERS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN ON THE SUBJECT AT ISSUE. C. THE INTERESTED BOARD/COMMITTEE MEMBER'S REMOVAL FROM THE ROOM (IF REQUESTED BY THE CHAIRPERSON), EXCLUSION FROM VOTING AND PARTICIPATION IN DISCUSSIONS, AND THE EXISTENCE OF A PROPER QUORUM. FOR EMPLOYEES, THE REVIEW OF CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS GOES TO THE CONFLICT OF INTEREST DETERMINATION COMMITTEE. THIS COMMITTEE CONSISTS OF THE BAYCARE CHIEF COMPLIANCE OFFICER, THE CORPORATE RESPONSIBILITY OFFICERS, AND THE BAYCARE VICE PRESIDENT OF TEAM RESOURCES. THIS COMMITTEE SHALL DETERMINE IF AN ACTUAL CONFLICT EXISTS AND ANY ACTION REQUIRED TO ADDRESS THE CONFLICT OF INTEREST SITUATION. FORM 990, PART VI, SECTION B, LINE 15 THE FILING ORGANIZATION DOES NOT DIRECTLY COMPENSATE SOME OF ITS TOP MANAGEMENT EMPLOYEES; RATHER COMPENSATION IS PAID BY A RELATED ORGANIZATION THAT ALSO FOLLOWS THE COMPENSATION POLICY OF THE COMPENSATION COMMITTEE. THE INDEPENDENT COMPENSATION COMMITTEE IS APPOINTED BY THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE'S PURPOSE IS TO PROVIDE OVERSIGHT FOR THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM, REVIEW AND APPROVE COMPENSATION AND BENEFITS FOR ALL "DISQUALIFIED PERSONS" SUBJECT TO THE INTERMEDIATE SANCTIONS REGULATIONS ISSUED UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE (INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER & CHIEF FINANCIAL OFFICER, OTHER SYSTEM AND ENTITY EXECUTIVES, AND OTHER DISQUALIFIED PERSONS AS DEFINED IN THE INTERMEDIATE SANCTIONS REGULATIONS (I.E., VOTING MEMBERS OF THE GOVERNING BODY, FAMILY MEMBERS, FORMER OFFICERS), AND ESTABLISH THE COMPENSATION PHILOSOPHY FOR ALL OTHER EXECUTIVES. THIS COMMITTEE ENGAGES NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS TO ASSIST THEM IN REVIEW OF EXECUTIVE COMPENSATION. THE COMPENSATION CONSULTANTS PROVIDE A REVIEW OF EACH VICE PRESIDENT AND ABOVE IN THE SYSTEM TO DETERMINE IF THAT EMPLOYEE'S COMPENSATION IS REASONABLE WHEN COMPARED AGAINST MARKET STANDARDS. THE DATA REVIEWED COMES FROM COMPENSATION STUDIES THAT INCLUDE COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. THE ORGANIZATION KEEPS CONTEMPORANEOUS MINUTES OF THE COMPENSATION COMMITTEES MEETINGS AND DECISIONS. EXTERNAL CONSULTANTS REVIEW COMPENSATION EVERY OTHER YEAR WITH THE LAST REVIEW OCCURRING IN 2017, BUT THE COMPENSATION COMMITTEE REGULARLY MONITORS COMPENSATION AND ALL OTHER PROCEDURES ARE FOLLOWED ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 ST. ANTHONY'S PROFESSIONAL BUILDINGS & SERVICES' GOVERNING DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC VIA SUNBIZ.ORG. FORM 990, PART IX, LINE 11G PHYSICIAN FEES: PROGRAM SERVICE EXPENSES 2,736,591. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,736,591. OTHER OUTSIDE SERVICES: PROGRAM SERVICE EXPENSES 1,246,368. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,246,368. CONSULTING FEES: PROGRAM SERVICE EXPENSES 25,993. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 25,993. ROUNDING: PROGRAM SERVICE EXPENSES 4. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4. FORM 990, PART XI, LINE 9: ROUNDING 1. SOUTH FLORIDA BAPTIST HOSPITAL INC 301 N ALEXANDER STREET PLANT CITY FL 33563 590594631 MEDICAL SRVCS FL 501(C)(3) 3 N/A 0 ST ANTHONY'S HOSPITAL INC 1200 SEVENTH AVE NORTH ST PETERSBURG FL 33705 592043026 HEALTH SRVCS FL 501(C)(3) 3 N/A 0 ST JOSEPH'S HOSPITAL INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 590774199 HEALTH SRVCS FL 501(C)(3) 3 N/A 0 ST JOSEPH'S HEALTH CARE CENTER INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592593686 HEALTH SVCS FL 501(C)(3) 12B N/A 0 FRANCISCAN PROPERTIES 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592822519 SUPPORTS SJH FL 501(C)(3) 12B SJHCC 1 JOHN KNOX VILLAGE OF TAMPA BAY INC 4100 FLETCHER AVE TAMPA FL 33613 581377711 RETIRE CMMTY FL 501(C)(3) 10 SJHCC 1 ST JOSEPH'S COMMUNITY CARE INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 593152608 MEDICAL ASST FL 501(C)(3) 10 SJHCC 1 ST JOSEPH'S ENTERPRISES INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592822516 HEALTH INVEST FL 501(C)(3) 12B SJHCC 1 ST JOSEPH'S HOSP OF TAMPA FOUNDATION 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 591100828 FUNDRAISING FL 501(C)(3) 12C SJHCC 1 CARILLON SURG CNTR 900 CARILLON ST PETE FL 33762 261116740 HEALTH SERVICES FL SAPOB RELATED 656983 3050084 0 1 0.52560 ST ANT PHY SURG CTR 705 16TH S N ST PETE FL 33705 010861245 HEALTH SERVICES FL SAPOB RELATED 507662 -113815 0 1 0.76390 HEALTHPOINT MEDICAL GROUP INC 4902 EISENHOWER BLVD SUITE 300 TAMPA FL 33634 593244268 PHYSICIAN GROUP FL SJHCC C 1 1 0 0 1 0 0 0 0 0 1 0 0 0 0 1 0 0 1 1 CARILLON SURG CNTR A 518922 FMV CARILLON SURG CNTR D 1053301 FMV