2018-11-06T18:31:36-06:00 2017-12-31 346565596 ERNST & YOUNG US LLP 201 NORTH FRANKLIN STREET SUITE 2400 TAMPA FL 33602 990 2017-01-01 592018848 ST ANTHONY'S PROFESSIONAL BUILDINGS & SERVICES INC STAN 7278251649 1200 7TH AVENUE NORTH ST PETERSBURG FL 33705 JIM COTE SVP 7278251649 2018-11-06 1 MELANIE A MCPEAK P01346034 8132254800 71.56.5.91 2018-11-06 17:16:26 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 C5FAC41545E6A6A7C15CEB4BA4B9A32FE404225B 2017 2018-06-14 16:35:46Z JIM COTE 8452 118TH AVE N ST PETERSBURG FL 33773 19864497 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. 6 0 200 1000 0 0 54000 82500 18408470 19189813 16444 1041 188963 -78830 18667877 19194524 0 0 0 0 4100012 4408090 0 0 0 15153146 14701167 19253158 19109257 -585281 85267 68220951 64519750 86965109 83178640 -18744158 -18658890 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 8299611 0 12199405 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 2017 THE ORGANIZATION PROVIDED 56,733 IMAGING SERVICES TO ITS PATIENTS. 5945495 0 5532260 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. 1893307 0 1657560 THE ORGANIZATION OPERATES A WELLNESS CENTER AND PROVIDES ON-SITE MEDICAL SERVICES AND HEALTH EDUCATION AT VARIOUS COMMUNITY EVENTS. THERE WERE 2030 MEMBERS OF THE WELLNESS CENTER IN DECEMBER 2017. 16138413 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 87 0 1 200 1 0 0 0 0 0 0 0 0 0 0 X 6 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/SVP AMB SVCS 1.00 45.00 X X 0 537290 74025 TOM RIBBLE TRUSTEE/TREASURER/DIRECTOR AMB FINANCE 1.00 45.00 X X 0 244182 29479 JANICE POLO TRUSTEE/EVP,CFO BAYCARE 1.00 45.00 X 0 701472 72306 TOMMY INZINA TRUSTEE/PRES,CEO BAYCARE 1.00 45.00 X 0 3155527 67898 SCOTT KIZER TRUSTEE/SVP, CHIEF LEGAL OFFICER 1.00 45.00 X 0 744244 87841 GLENN WATERS TRUSTEE/EVP,COO BAYCARE 1.00 45.00 X 0 1581392 76036 DEBORAH SANDMAN MANAGER IMAGING SERVICES 45.00 0.00 X 119809 0 21558 MARGARET BROWN MANAGER, OUTPT DIAGNOSTIC 45.00 0.00 X 106550 0 13467 WILLIAM ULBRICHT FORMER OFFICER/PRES ST ANTHONY'S 1.00 45.00 X 0 690848 100310 226359 7654955 542920 2 1 1 0 RADIOLOGY ASSOC ST PETERSBURG PO BOX 919379 ORLANDO FL 32891 MEDICAL SERVICES 2503282 MITCH MURCHS MAINTENANCE 2827 CLARK AVE ST LOUIS MO 63103 CLEANING SERVICES 326818 SIEMENS MEDICAL SOLUTIONS USA PO BOX 120001 DEPT 0733 DALLAS TX 75312 SOFTWARE SUPPORT 260514 ABM HEALTHCARE SUPPORT SERVICE 22622 HARPER AVE ST CLAIR SHORES MI 48080 FOOD & FACILITY MANAGEMENT 239035 CANON MEDICAL SYSTEMS USA INC 2441 MICHELLE DR TUSTIN CA 92780 MAINTENANCE/SUPPORT 208317 6 82500 82500 AMBULATORY CARE 621990 7806102 7806102 RENTAL INCOME 621990 5532260 5532260 MEDICARE/MEDICAID PMNT 621990 4393303 4393303 COMMUNITY AFFAIRS 621990 1458148 1458148 19189813 1041 1041 391731 82500 669973 -278242 -278242 MISC REVENUE 621990 119538 119538 OTHER REVENUE 621990 60336 60336 IN KIND REV 621990 13000 13000 6538 6538 199412 19194524 19389225 0 -277201 X 3481279 3481279 141551 141551 531246 531246 254014 254014 66 66 1310 1310 3718889 3718889 587287 141041 446246 16257 16257 1931803 1931803 7191 1199 5992 181036 181036 3866060 3866060 122336 122336 MANAGEMENT FEES 1928140 1928140 BAD DEBT EXPENSE 839189 839189 BILLING/COLLECTION FEES 658093 67693 590400 MEDICAL SUPPLIES 509634 509634 333876 333876 19109257 16138413 2970844 0 200 295 1403380 1320515 53585 47642 9765 8704 111499692 49490510 65544496 62009182 1209525 1133412 68220951 64519750 792205 1094248 216534 220335 85956370 81864057 86965109 83178640 X -18744158 -18658890 -18744158 -18658890 68220951 64519750 X 85267 1 X 0 1 X 1 0 X 67500 50500 92500 54000 82500 347000 48784029 52241956 17936899 18408470 19189813 156561167 0 0 0 0 0 48851529 52292456 18029399 18462470 19272313 156908167 0 0 0 156908167 4520 4761 3764 2444 1041 16530 0 0 0 0 0 4520 4761 3764 2444 1041 16530 1174159 384974 503424 459219 199412 2721188 50030208 52682191 18536587 18924133 19472766 159645885 0.98290 0.97760 0.00010 0.00010 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER REVENUE - 2013 AMOUNT: $ 1,174,159. 2014 AMOUNT: $ 369,820. 2015 AMOUNT: $ 503,424. 2016 AMOUNT: $ 459,219. 2017 AMOUNT: $ 186,412. IN-KIND REVENUE - 2014 AMOUNT: $ 15,154. 2017 AMOUNT: $ 13,000. 0 0 0 0 0 0 0 0 1 1310 1310 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 AND THE AMBULATORY SURGERY CENTER ASSOCIATION. 12697550 12697550 83820841 36857826 46963015 940001 774026 165975 14029255 11858658 2170597 12045 12045 62009182 INVESTMENTS 1273147 DEPOSITS 45200 DUE TO AFFILIATES 80545710 81864057 X 15395455 669974 669974 14725481 4469043 4469043 19194524 15310188 669974 669974 14640214 4469043 4469043 19109257 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 669,974. PART XI, LINE 4B - OTHER ADJUSTMENTS: RENTAL 3,629,854. BAD DEBT 839,189. PART XII, LINE 2D - OTHER ADJUSTMENTS: TRIATHLON 669,974. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT 839,189. RENTAL 3,629,854. TRIATHLON 474231 82500 391731 50500 12435 73631 24640 1300 507467 474231 82500 391731 50500 12435 73631 24640 1300 507467 669973 -278242 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/SVP AMB SVCS 0 393051 0 130022 0 14217 0 64873 0 9152 0 611315 0 0 TOM RIBBLE TRUSTEE/TREASURER/DIRECTOR AMB FINAN 0 202225 0 23261 0 18696 0 11276 0 18203 0 273661 0 0 JANICE POLO TRUSTEE/EVP,CFO BAYCARE 0 504187 0 109978 0 87307 0 34831 0 37475 0 773778 0 0 TOMMY INZINA TRUSTEE/PRES,CEO BAYCARE 0 1206807 0 647109 0 1301611 0 29787 0 38111 0 3223425 0 0 SCOTT KIZER TRUSTEE/SVP, CHIEF LEGAL OFFICER 0 485362 0 165100 0 93782 0 61285 0 26556 0 832085 0 0 GLENN WATERS TRUSTEE/EVP,COO BAYCARE 0 882861 0 387681 0 310850 0 34342 0 41694 0 1657428 0 0 WILLIAM ULBRICHT FORMER OFFICER/PRES ST ANTHONY'S 0 427285 0 144878 0 118685 0 56390 0 43920 0 791158 0 0 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 $50,557 OF NONVESTED BENEFITS ACCRUE DURING 2017. 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 $53,138 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. SHE HAD $20,099 OF NONVESTED BENEFITS ACCRUE DURING 2017. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $22,292 IN 2017. TOMMY INZINA - AS PART OF HIS CONTRACT, MR. INZINA RECEIVED A 2017 RETENTION PAYMENT OF $876,000 WHICH IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE ALSO PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $303,676 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $127,392 IN 2017. SCOTT KIZER - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $50,998 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $45,190 OF NONVESTED BENEFITS ACCRUE DURING 2017. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $21,394 IN 2017. GLENN WATERS - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $187,776 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $16,993 OF NONVESTED BENEFITS ACCRUE DURING 2017. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $78,772 IN 2017. WILLIAM ULBRICHT - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $70,217 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $29,456 IN 2017. 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 TOMMY INZINA ARE BOARD MEMBERS OF THE ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY, WHICH IS AN AFFILIATE OF 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 2,400,725. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,400,725. OTHER OUTSIDE SERVICES: PROGRAM SERVICE EXPENSES 1,291,930. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,291,930. CONSULTING FEES: PROGRAM SERVICE EXPENSES 26,234. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 26,234. 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 3158569 2181793 0 1 0.55690 ST ANT PHY SURG CTR 705 16TH S N ST PETE FL 33705 010861245 HEALTH SERVICES FL SAPOB RELATED 2937464 628975 0 1 0.76380 HEALTHPOINT MANAGEMENT SERVICES INC 4902 EISENHOWER BLVD SUITE 300 TAMPA FL 33634 650645457 MGMT SERVICES FL SJHCC C 1 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 46842 FMV CARILLON SURG CNTR A 457772 FMV CARILLON SURG CNTR D 1132507 FMV