2014-11-14T12:17:22-06:00 2013-12-31 621517792 PERSHING YOAKLEY & ASSOCIATES PC 2963 GULF TO BAY BLVD STE 267 CLEARWATER FL 337594255 990 2013-01-01 591218020 Bayfront Medical Center Inc BAYF 7278936698 744 Sixth Avenue South St Petersburg FL 33701 Robert Thornton CFO 7278936698 2014-11-14 1 Terry Haefner P01258953 7274427110 2013 2015-11-30 17:44:51Z X David Fischer 744 Sixth Avenue South St Petersburg FL 33701 241892569 0 X X 1968 FL Bayfront Medical Center's mission is to provide quality healthcare for all we serve. 12 10 2111 60 153542 -7447 1258877 902895 297042381 70589690 2306755 91043841 6205244 785893 306813257 163322319 6972093 1381342 0 0 112198076 30050194 0 0 0 201596919 47945249 320767088 79376785 -13953831 83945534 186465176 0 126900857 0 59564319 0 X See Schedule OBayfront Medical Center's mission is to provide quality healthcare for all we serve. 0 1 65152510 1381342 70589690 See Schedule OBayfront Medical Center, Inc. (the "Medical Center"), was a Florida nonprofit corporation recognized as exempt by the Internal Revenue Service under Internal Revenue Code Section 501(c)(3). The Medical Center operated a 480-bed acute care hospital, a home healthcare operation, a physician clinic operation and various other healthcare operations and facilities as part of an affiliated group of healthcare providers with Bayfront Health, Education and Research Organization, Inc., f/k/a Bayfront Health System, Inc. ("HERO"), as its sole member. HERO is a Florida nonprofit corporation recognized as exempt by the Internal Revenue Service under Internal Revenue Code Section 501(c)(3).Effective April 1, 2013, HERO and four of its affiliated healthcare providers, including the Medical Center, sold substantially all assets and certain operations of its affiliated healthcare providers, including the Medical Center (the "Asset Sale"), to Bayfront HMA Healthcare Holdings, LLC, a Florida limited liability company (the "Joint Venture Entity"). The Asset Sale is described as part of Schedule N, Liquidation, Termination, Dissolution or Significant Disposition of Assets. The Joint Venture Entity agreed to maintain a charity care policy, including indigent care and uncompensated charity care, consistent with the charity care policy maintained prior to the Asset Sale, to assure that the hospital would continue to be a provider under Medicaid and Medicare programs and to provide a full time emergency room open to everyone regardless of ability to pay.The Joint Venture Entity was formed to continue to operate the 480-bed hospital and other healthcare related facilities and to continue to provide community benefits and quality healthcare to residents of St. Petersburg, Florida consistent with operations of the hospital prior to the Asset Sale. Eighty percent of the Joint Venture Entity is owned by Central Florida HMA Holding, Inc., a subsidiary of HMA and twenty percent is owned by Bayfront HERO Holdings, LLC, a wholly-owned subsidiary of HERO. A portion of the Asset Sale proceeds was paid by HERO to HMA to acquire the twenty percent interest in the Joint Venture Entity. The Joint Venture Entity provides healthcare services in a nondiscriminatory manner to individuals without regard to race, creed, national origin, gender, payor source, or ability to pay. Specifically, members of the Joint Venture Entity have agreed to ensure access to quality healthcare for residents of St. Petersburg, including those that are uninsured or underinsured by adopting a charity care policy, providing services to beneficiaries of Medicaid, Medicare, and other government programs, operating a full time emergency room open to everyone regardless of their ability to pay, maintaining an open medical staff and providing public health programs to benefit the community. The day-to-day operation of the Joint Venture Entity is managed by an HMA affiliate, Hospital Management Associates, Inc. The Manager is required to operate the Joint Venture Entity in accordance with the charity care policy and community benefit standard.Prior to the Asset Sale, the Medical Center operated a 480-bed acute care hospital located in St. Petersburg, Florida. The Medical Center also was the sole member of Bayfront Home Health Care, LLC, providing home health care services and Bayfront Physician Specialty Services, LLC, providing various specialty physician clinics performing outpatient services in St. Petersburg, Florida. The Medical Center provided quality health care to residents of St. Petersburg, Florida and Pinellas County, Florida, regardless of their ability to pay and benefitted the communities served through related healthcare services, and educational initiatives including medical and allied health educational programs and activities intended to promote health and wellness and prevent disease. The Medical Center's care included charity care and under compensated healthcare which members of the Joint Venture Entity agreed to continue.Effective December 23, 2013, the Medical Center, Bayfront Home Health Care, LLC, Bayfront Physician Specialty Services, LLC, and an affiliated healthcare provider, Bayfront Enterprises, Inc., merged into HERO as the surviving entity. All remaining assets and liability of the Medical Center and its wholly-owned limited liability companies were as a matter of law transferred to HERO as the surviving entity as of the effective date. 65152510 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 1 198 0 1 2111 1 1 1 0 0 0 0 0 0 0 0 0 X 12 10 0 1 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 1 0 X Belinda Henderson 7278936295 744 Sixth Avenue South St Petersburg FL 33701 Bernie Young Trustee 1.00 1.00 X X 0 0 0 James R Gillespie Trustee 1.00 1.00 X 0 0 0 Jay L Miller Trustee 1.00 1.00 X 0 0 0 Jeff Hearn Treasurer 1.00 1.00 X X 0 0 0 Katie Pemble Vice Chair 1.00 1.00 X X 0 0 0 Monte Trammer Trustee 1.00 1.00 X 0 0 0 Steven C Dupre ESQ Chair 1.00 1.00 X X 0 0 0 Trina Espinola MD Trustee/Chief of Staff 40.00 1.00 X 0 21714 0 Vibhuti Singh MD Trustee/Cardiologist 40.00 1.00 X 207602 0 10796 Larry Davis MD Trustee 1.00 1.00 X 0 0 0 H William Heller EdD Trustee 1.00 1.00 X 0 0 0 Roy Binger Secretary 1.00 1.00 X 0 0 0 Kevin Gordon Ed D trustee 1.00 X 0 0 0 V Mark Durand Ph D trustee 1.00 X 0 0 0 Frederic J Guerrier MD trustee 1.00 X 600 0 0 Jonathan M Ellen MD trustee 1.00 X 0 0 0 Watson Haynes II trustee 1.00 X 0 0 0 Mary Anne Reilly trustee 1.00 X 0 0 0 Beth A Houghton Trustee 1.00 X 0 0 0 Karen Wolchuck Sher Trustee 1.00 X 0 0 0 Chris Steinocher Trustee 1.00 X 0 0 0 Larry C Langebrake PE Trustee 1.00 X 0 0 0 Donna J Peterson ScD MHS Trustee 1.00 X 0 0 0 Sue G Brody President/CEO 1.00 40.00 X 0 778138 24962 Robert Thornton Vice President/CFO 1.00 40.00 X 0 461763 30004 David Weiland MD Vice President - Medical A 1.00 40.00 X 0 376127 9990 Eric Feder Vice President/COO 1.00 40.00 X 0 514132 26670 Jatin Motiwal Vice President - Clinical 1.00 40.00 X 0 257267 8650 Brian D Burke MD Orthopaedic Surgeon 40.00 X 266377 0 10477 Jason Levine MD Cardiologist 40.00 X 168423 0 6747 Ravikiran Korabathina MD Cardiologist 40.00 X 116260 0 10047 Steven Epstein MD Trauma Physician 40.00 X 124562 0 12702 Jonathan Hall MD Orthopaedic Physician 40.00 X 219149 0 3545 1102973 2409141 154590 12 0 1 0 Bayfront Anesthesia Services PA 12225 28th Street North A St Petersburg FL 33716 Anesthesia Services 856783 SLS of Tampa Bay Inc 735 Arlington Avenue 112 St Petersburg FL 33701 Lab Services 479084 Optimal Reading Service Group 2850 19th Street South Birmingham AL 35209 Radiology Services 473827 DVA Healthcare Renal Care Inc PO Box 403008 Atlanta GA 303843008 Dialysis Services 279059 The Outsource Group 39867 Treasury Center Chicago IL 606949800 Billing and Collection Services 261232 19 841745 58650 2500 902895 Patient Service Revenue 621990 70589595 70589595 Membership Dues 621990 95 95 70589690 3141782 3141782 104600 12056 0 0 104600 12056 116656 10945 105711 1889651 164582658 0 78570250 1889651 86012408 87902059 87902059 Cafeteria 722210 256674 256674 Retail Pharmacy 446110 183573 93326 90247 Gift Gallery 453220 106150 106150 122840 49271 73569 669237 163322319 70589690 153542 91676192 1379842 1379842 1500 1500 218398 218398 23676366 19352426 4323940 1574192 1286702 287490 2784976 2276365 508611 1796262 1464926 331336 1898574 18986 1879588 15578 15578 33240 33240 6095684 4752660 1343024 123243 110919 12324 11832191 11225860 606331 1338251 1204426 133825 3359708 60465 3299243 59940 59940 167861 151075 16786 2413517 2172165 241352 488791 439912 48879 Bad Debts 15509186 15509186 Helicopter Contract 1706943 1706943 Medical Assistance Asse 854796 769316 85480 Maintenance Contracts 722100 649890 72210 1325646 559006 766640 79376785 65152510 14224275 0 0 10134132 0 0 43127715 0 0 0 2466880 0 5857712 0 2940114 0 0 67991347 0 48239115 0 0 0 519163 0 5188998 0 186465176 0 39575830 356369 86968658 0 126900857 0 X 56170502 0 3393817 0 59564319 0 186465176 0 X 83945534 5089035 -148598888 X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 0 0 0 0 Schedule C, Part II-B, Line 1g Lobbying activities include, but are not limited to, participation in local legislative forums, communication with elected officials on matters integral to Bayfront's mission, and membership and activities affiliated with the Florida Hospital and American Hospital Associations. Bayfront Medical Center employs two people in the Department of Corporate Communications who have Government Relations responsibilities integrated into their job duties. The Government Relations team specifically communicates with elected officials in an ongoing effort to define and explore local funding solutions for the indigent care needs of our community, as served by Bayfront Medical Center in fulfillment of our mission. Bayfront has active memberships in both the Florida Hospital Association and the American Hospital Association. Our President and CEO serves on the Florida Hospital Association's Board of Trustees and is Chair of the Florida Hospital Association's Workplace Violence Task Force. Locally, the President and CEO serves on the American Heart Association's Heart Ball Executive Committee; St. Petersburg Chamber of Commerce Board of Governor's; St. Petersburg Downtown Partnership Board of Directors; Health and Human Services Coordinating Council's Health and Behavioral Health Network; and the Pinellas Education Foundation's Career Education Fund Board. The Florida Hospital Association's Political Action Committee is supported by the hospital's senior management team. Bayfront Medical Center works diligently to communicate its mission of providing quality healthcare for all we serve, regardless of ability to pay. Bayfront communicates this mission, and the integral role it plays in the community to its elected officials at all levels of government: St. Petersburg City Council members, Pinellas County Commissioners, State Senators and Representatives, and Federal Senators and Representatives. 0 X Part X, Line 2: HERO, Medical Center, and the Foundation are organizations exempt from federal income tax, pursuant to Section 501(a) as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. With respect to any taxable income or unrelated business income generated, the Organization records income taxes using the liability method under which deferred tax assets and liabilities are determined based on the differences between the financial accounting and tax bases of assets and liabilities. Deferred tax assets or liabilities at the end of each period are determined using the currently enacted tax rate expected to apply to taxable income in the period that the deferred tax asset or liability is expected to be realized or settled. Due to the Sale Transaction, all deferred tax assets and liabilities were realized during 2013 and recorded in loss from operating discontinued entities. 1 1 X 1 X 1 X 1 1 0 1 1 1 913 3043395 3043395 0.04770 1 7083 11063856 8717651 2346205 0.03670 1 835 2358122 1195602 1162520 0.01820 3 8831 16465373 9913253 6552120 0.10260 2 1533645 1533645 0.02400 2 80386 80386 0.00130 1 13385 2500 10885 0.00020 5 1627416 2500 1624916 0.02550 8 8831 18092789 9915753 8177036 0.12810 1 2898667 12580251 11918756 661495 X 1 1 1 Bayfront Home Health LLC Home Healthcare Services 1.00000 2 Bayfront Physician Specialty Services LLC Physician Services 1.00000 1 1 Bayfront Medical Center 701 Sixth Street South St Petersburg FL 33701 X X X X Bayfront Medical Center Inc 1 0 1 1 200.000000000000 1 300.000000000000 1 X X X X 1 1 X X X X 1 0 1 X 0 0 Bayfront Medical Center, Inc. Part V, Section B, Line 20d: Inpatients and outpatients who receive emergency care that are found to be eligible for either government assistance or one of the Charity Care Programs offered by the Hospital, will be allowed a 100% discount on charges. Accordingly, all individuals whose income falls below 200% of the federal poverty guidelines ("FPG") for their family size will receive free emergency care.In addition, patients receiving emergency care that do not qualify for the 100% Charity Care Program discount will receive a discount (minimum of 25%) according to a sliding scale based on their income. This sliding scale has a range of a 25% discount for anyone with income greater than 300% of the FPG and up to a 65% discount for anyone with income greater than 200% of the FPG.All outpatients who receive non-emergency care are offered a standard discount of 25%. If outpatients wish to receive a larger discount, they are asked to complete a form to determine if they are eligible for Medical Assistance or any other funding program. If they are not eligible, they are offered a discount according to a sliding scale based on their income. Part V, Section B, Line 1 Bayfront Medical Center did not conduct a community health needs assessment in 2013 because the hospital sold substantially all of its assets including its hospital operations on April 1, 2013. The assets and operations were sold to Bayfront HMA Healthcare Holdings, LLC, a Florida limited liability company. Please see additional information regarding the sale in the supplemental information sections of Schedule N and Schedule O. 2 Bayfront Family Health Center 700 Sixth Street South St Petersburg FL 33701 Outpatient Clinic Bayfront Wound Care & Hyperbaric Ctr 7000 Fourth Street North St Petersburg FL 33701 Wound Care & Hyperbaric Services Part I, Line 7: Cost to charge ratio is the costing method used for charity care. Procedure level costing is the cost method used for Medicaid and County accounts. Part I, Line 7g: Inpatients and outpatients who receive emergency care that are found to be ineligible for either Government Assistance or one of the Charity Care Programs offered by the Hospital, will receive a discount (minimum of 25%) according to a sliding scale based on their income. Outpatients who receive non-emergency care are offered a standard discount of 25% without reference to their financial means. These outpatients who wish to receive a larger discount are asked to complete a form to determine if they are eligible for Medical Assistance or any other funding program. If they are not eligible, they are offered a discount according to a sliding scale based on their income. Part I, Ln 7 Col(f): Part I, Line 7, Column (f): The Bad Debt expense included on Form 990, Part IX, Line 24, Column (A), but subtracted for purposes of calculating the percentage in this column is $15,509,186. Part II, Community Building Activities: Our hospital is involved in numerous community building activities which promote the health of the communities it serves. Numerous community concerns are addressed, including health improvement, education, poverty, workforce development and access to care. We also encourage our employees to serve on community collaboration boards, health advocacy programs, and physical improvement projects to promote the health of the communities we serve, and we work with neighborhood programs, including schools, work sites and safety net providers to promote health and wellness and prevent disease. These activities are included in Part I, Line 7 as opposed to Part II. In order to promote the health of the community we serve, our hospital participates in several community building activities such as Habitat for Humanity, Healthy Start, Healthy Families and the Health and Behavioral Health Network of the Health and Human Services Coordinating Council for Pinellas County. These activities are also included in Part I, Line 7. Part III, Line 4: Cost to charge ratio is the costing methodology method used for bad debts. In addition, the provision for bad debt expense is based on a combination of the aging of receivables and management's assessment of historical and expected net collection indicators. Management continuously assesses the adequacy of the allowances for uncollectible accounts based upon historical write-off experience and payment trends by payor category.Patient accounts are also continuously monitored and, if necessary, past due accounts are placed with collection agencies in accordance with guidelines established by Bayfront Medical Center. Accounts receivable are written off after collection efforts, in accordance with our policies, have been exhausted. Part III, Line 8: For reporting of Medicare allowable costs, cost reports were used. Part III, Line 9b: Patients who are unable to pay are encouraged by Bayfront Medical Center representatives to submit financial information to the Medical Assistance department to determine eligibility for federal, state, or local government programs as well as our charity care program. Patients are encouraged to apply via personal interviews, patient billing mailers, and signage in the Emergency Room, registration areas, and patient counseling offices. For those patients who provide all necessary documentation and qualify for charity according to the Bayfront Medical Center charity care policy, the patient's account would be written off to charity and not billed to the patient. Part VI, Line 2: Bayfront Medical Center works closely with the city, county and state organizations and analyzes admission trends to determine the ongoing needs of its community. From these ongoing partnerships and analyses, the need for services is determined and the hospital regularly expands existing services to meet the community's needs, such as aligning with primary care and specialty practices, offering a sports medicine residency program and offering expanded prenatal and childbirth education. Our CEO serves on the St. Petersburg Downtown Partnership's Board of Directors; St. Petersburg Chamber of Commerce's Board of Governors; Pinellas Education Foundation's Career Education Fund Board; the American Heart Association; and the Health and Behavioral Health Network. Participation in these forums serves to assess, address and monitor the health needs of the community. The hospital actively contributes to the process and engages in the identified priorities that match its mission and capacity. In addition to these organized community efforts, Bayfront continually monitors community needs specific to its service lines and the resources it can tap to address them. Part VI, Line 3: The patient financial counseling department of Bayfront Medical Center attempts to visit all self pay inpatients to determine their potential eligibility for financial assistance under federal, state, or local government programs as well as our charity care program. In the event that a patient is not counseled on site, a financial education package that explains the financial assistance programs that are available and information on how to obtain them is mailed to the patient. In addition to direct financial counseling, our charity care policy notices are posted in the Emergency Room, registration areas, and patient financial counseling offices. Part VI, Line 4: Bayfront Medical Center sits in an urban setting and serves as the largest hospital provider, and only trauma center, in St. Petersburg, serving the southern half of Pinellas County. The population includes a significant number of retired and active military personnel and a large minority population, including African-Americans and Hispanics. We also serve a large un- or under-served population.The hospital is located in the greater Tampa/St. Petersburg/Clearwater metropolitan area. With the service area expanding northwards and the population expected to grow in the next five years, the health care needs of our service area are expanding and changing. A projected growth in the Hispanic and Asian populations challenges us to accommodate diverse language and cultural needs. Part VI, Line 5: Bayfront Medical Center's Board of Trustees is made up of medical and business professionals, almost all of whom reside in the hospital's primary service area. These volunteers give countless hours of service to the hospital in their oversight role. They are involved in the community needs assessment process, fundraising, advocating for Medicaid funding and general stewardship. Medical staff privileges are offered to all qualified physicians in the community. The hospital utilizes surplus funds to maintain access to patient services and to expand access points of care to patients throughout the community including, but not limited to, the following: 1) educational programs that provide classes and information on childbirth, infant care, early pregnancy and more; 2) free back-to-school physicals; and 3) sliding fee rates for people to receive reduced-cost primary care services and reduced-cost obstetric care services. Part VI, Line 6: Bayfront Health, Education, and Research Organization, Inc. ("HERO") is the parent company to Bayfront Medical Center, a 501(c)(3) corporation. Other affiliates include a same day surgery center, a foundation, Bayfront Enterprises, Inc. (six convenient care clinics), Bayfront Insurance Solutions, LTD (the Captive) and Bayfront Home Health Care. In addition to community benefit activities of the hospital, Bayfront Health System funds the community benefit and community wellness initiatives of these affiliates. HERO coordinates community benefits programs for the system through planning, developing, implementing and funding programs that address community needs. On behalf of the system, the parent company also funds the majority of the cash contributions to unrelated organizations that promote community health and wellness. Part VI, Line 7, Reports Filed With States FL 1 Bayfront Health Foundation Inc 701 Sixth Street South St Petersburg FL 33701 311492316 501(c)(3) 93015 N/A Scholarships/Special Projects Pinellas County Department of Health & Human Services 2189 Cleveland Street Suite 230 Clearwater FL 33765 596000800 Gov't 1286827 County Health Program 2 Scholarships 3 1500 0 N/A Part I, Line 2: To Organizations: Each year, the Auxiliary of Bayfront Medical Center receives information from Bayfront Medical Center on the areas of greatest need for grant funding. The Auxiliary Board meets and approves the grant amounts to be distributed to Bayfront Health Foundation. Based on Auxiliary earnings, the contributions to Bayfront Health Foundation include a scholarship fund, and all remaining funds earned in the prior year excluding a small amount held for operating expenses are given in a separate check. To Individuals: The organization awards scholarships at various times during the year. Eligible individuals submit an application to Human Resources. To be eligible to submit an application, an individual must have been an employee for at least one year or a dependent of an eligible employee. If an employee submits an application, it must be for a course which will lead to improvement in knowledge and/or skills that are related to the applicant's present position or positions currently needed within the organization. Dependent children will be given preference if the child is to be enrolled in a health related profession. The scholarships are awarded by a committee of at least five members who evaluate each applicant. X X X X X 1 1 0 0 0 0 0 0 0 Vibhuti Singh MD Trustee/Cardiologist 120291 0 0 0 87311 0 5922 0 4874 0 218398 0 0 0 Sue G Brody President/CEO 0 193229 0 0 0 584909 0 7960 0 17002 0 803100 0 0 Robert Thornton Vice President/CFO 0 131275 0 0 0 330488 0 7960 0 22044 0 491767 0 0 David Weiland MD Vice President - Medical A 0 83681 0 50000 0 242446 0 4874 0 5116 0 386117 0 0 Eric Feder Vice President/COO 0 118099 0 0 0 396033 0 7959 0 18711 0 540802 0 0 Jatin Motiwal Vice President - Clinical 0 58162 0 75000 0 124105 0 3746 0 4904 0 265917 0 0 Brian D Burke MD Orthopaedic Surgeon 213584 0 0 0 52793 0 10477 0 0 0 276854 0 0 0 Jason Levine MD Cardiologist 115170 0 0 0 53253 0 4962 0 1785 0 175170 0 0 0 Jonathan Hall MD Orthopaedic Physician 174124 0 0 0 45025 0 0 0 3545 0 222694 0 0 0 Part I, Lines 4a-b Sue Brody - Participated in a supplemental nonqualified deferred compensation plan. She received a SERP payment of $283,979 that had been reported as taxable compensation in a previous year. She had $11,551 of Cobra medical payments that were reimbursed by HERO. This amount is included in Part II Column D. She had severance pay of $377,952 and $117,068 in benefits vested in 2013. Both of these amounts are included in Part II Column B(iii). Robert Thornton - Participated in a supplemental nonqualified deferred compensation plan. He received a SERP payment of $155,356 that had been reported as taxable compensation in a previous year.He had $16,185 of Cobra medical payments that were reimbursed by HERO. This amount is included in Part II Column D. He had $218,085 of severance and $79,707 in benefits vested in 2013. Both of these amounts are included in Part II Column B(iii). Eric Feder - Participated in a supplemental nonqualified deferred compensation plan. He received a SERP payment of $284,052 that had been reported as taxable compensation in a previous year. He had $13,632 of Cobra medical payments that were reimbursed by HERO. This amount is included in Part II Column D. He had $231,594 of severance and $140,212 in benefits vested in 2013. Both of these amounts are included in Part II Column B(iii). David Weiland - Participated in a supplemental nonqualified deferred compensation plan. He had $212,461 in contributions that are vested in 2013. This amount is included in Part II Column B(iii). Emily B. Connors - Participated in a supplemental nonqualified deferred compensation plan. She had $72,650 in contributions that are vested in 2013. This amount is included in Part II Column B(iii). Jatin Motiwal - Participated in a supplemental nonqualified deferred compensation plan. He had $104,121 in contributions that are vested in 2013. This amount is included in Part II Column B(iii). Asset sale 2013-04-01 164582658 461511164 Bayfront HMA Health Care Holdings LLC 701 Sixth Avenue South St Petersburg FL 33701 Florida Limited Liability Company Merger 2013-12-23 148080276 592592846 Bayfront Health Education and Research Organization Inc 744 Sixth Avenue South St Petersburg FL 33701 501(c)(3) 1 1 0 0 1 0 0 1 1 1 Part I, Line 2e: Person(s) Involved: There were several members of the board of trustees that became board members for the newly formed joint venture - Bayfront HMA Healthcare Holdings LLC. These individuals are Steve Dupre, Katie Pemble, Jay Miller, Jeff Hearn and Larry Davis. In addition, two key employees (David Weiland, and Jatin Motiwal) were employed by Bayfront HMA Healthcare Holdings, LLC after the sale.In addition, Steve Dupre, Larry Davis, Trina Espinola, Jeff Hearn, and Jay Miller also became trustees of Bayfront Health, Education and Research Organization, Inc. Part I, Line 6c: Two outanding tax-exempt bond series, Pinellas County Florida Health Facilities Authority Hospital Facilities Refunding Revenue Bonds, Series 2004 and 2006, were paid off with proceeds from the asset sale. Revenue of HERO and the Medical Center were pledged as collateral for the bonds. Termination of a related interest swap agreement also was funded from the asset sale proceeds. Part I, Line 1 Effective April 1, 2013, Bayfront Health, Education and Research Organization, Inc. f/k/a Bayfront Health System, Inc. ("HERO"), along with its wholly-owned subsidiaries, Bayfront Medical Center, Inc. (the "Medical Center"), and Bayfront Enterprises, Inc. and the Medical Center's two wholly-owned limited liability companies, Bayfront Home Health Care, LLC and Bayfront Physician Specialty Services, LLC, sold substantially all of their assets and certain of the operations of HERO's affiliated healthcare providers, including the Medical Center, to Bayfront HMA Healthcare Holdings, LLC (the "Asset Sale"), a Florida limited liability company. Assets included those involved with the Medical Center's 480 bed hospital operations, clinics, home health services, intangible propery and related owned and leased real property, buildings and improvements involved with Bayfront healthcare facilities, and excluded working capital items such as cash, cash equivalents, and accounts receivable. Part I, Line 1 Transaction ExpensesAttorney Fees (hourly rates) and disbursements - $1,134,845.76 (Total Fees and disbursements paid in 2013 relating to reported asset sale) Part I, Line 1 Effective December 23,2013, the Medical Center, Bayfront Enterprises, Inc., Bayfront Home Health Care, LLC, and Bayfront Physician Specialty Services, LLC merged into HERO and HERO was the surviving entity. All remaining assets and liabilities of each merged entity were as a matter of law transferred to HERO as the surviving entity as of the effective date. A certified copy of the Articles of Merger and the Agreement and Plan of Merger are attached. Form 990, Part III, line 3 Bayfront Medical Center, Inc. (the "Medical Center"), was a Florida nonprofit corporation recognized as exempt by the Internal Revenue Service under Internal Revenue Code Section 501(c)(3). The Medical Center operated a 480-bed acute care hospital, a home healthcare operation, a physician clinic operation and various other healthcare operations and facilities as part of an affiliated group of healthcare providers with Bayfront Health, Education and Research Organization, Inc., f/k/a Bayfront Health System, Inc. ("HERO"), as its sole member. HERO is a Florida nonprofit corporation recognized as exempt by the Internal Revenue Service under Internal Revenue Code Section 501(c)(3). Effective April 1, 2013, HERO and four of its affiliated healthcare providers, including the Medical Center, sold substantially all assets and certain operations of its affiliated healthcare providers, inlcuding the Medical Center (the "Asset Sale"), to Bayfront HMA Healthcare Holdings, LLC, a Florida limited liability company (the "Joint Venture Entity"). The Asset Sale is described as part of Schedule N, Liquidation, Termination, Dissolution or Significant Disposition of Assets. The Joint Venture Entity agreed to maintain a charity care policy, including indigent care and uncompensated charity care, consistent with the charity care policy maintained prior to Asset Sale, to assure that the hospital would continue to be a provider under Medicaid and Medicare programs and to provide a full time emergency room open to everyone regardless of ability to pay. The Joint Venture Entity was formed to continue to operate the 480-bed hospital and other healthcare related facilities and to continue to provide community benefits and quality healthcare to residents of St. Petersburg, Florida consistent with operations of the hospital prior to the Asset Sale. Eighty percent of the Joint Venture Entity is owned by Central Florida HMA Holding, Inc., a subsidiary of HMA and twenty percent is owned by Bayfront HERO Holdings, LLC, a wholly-owned subsidiary of HERO. A portion of the Asset Sale proceeds was paid by HERO to HMA to acquire the twenty percent interest in the Joint Venture Entity. The Joint Venture Entity provides Healthcare services in a nondiscriminatory manner to individuals without regard to race, creed, national origin, gender, payor source, or ability to pay, maintaining an open medical staff and providing public health programs to benefit the community. The day-to-day operation of the Joint Venture Entity is managed by HMA affiliate, Hospital Management Associates, Inc. The Manager is required to operate the Joint Venture Entity in accordance with the charity care policy and community benefit standard. Prior to the Asset Sale, the Medical Center operated a 480-bed acute care hospital located in St. Petersburg, Florida. The Medical Center also was the sole member of Bayfront Home Health Care, LLC, providing home health care services and Bayfront Physician Specialty Services, LLC, providing various specialty physician clinics performing outpatient services in St. Petersburg, Florida. The Medical Center provided quality health care to residents of St. Petersburg, Florida and Pinellas County, Florida, regardless of their ability to pay and benefitted the communities served through related healthcare services, and educational initiatives including medical and allied health education programs and activities intended to promote health and wellness and prevent disease. The Medical Center's care included charity care and under compensated healthcare which members of the Joint Venture Entity agreed to continue. Effective December 23, 2013, the Medical Center, Bayfront Home Health Care, LLC, Bayfront Physician Specialty Services, LLC and an affiliated healthcare provider, Bayfront Enterprises, Inc. merged into HERO as the surviving entity. All remaining assets and liability of the Medical Center and its wholly-owned limited liability companies were as a matter of law transferred to HERO as the surviving entity as of the effective date. Form 990, Part VI, Section A, line 3 Management duties for certain areas are delegated to the following management companies: 1) Cerner Corporation for management of Business Office (billing/collections). 2) Sodexo, Inc. for management of hospitality departments (housekeeping/food & nutrition). 3) United Home Health Management Services, Inc. for management of Home Health department. 4) Sodexo for management of Biomedical Engineering department. 5) DaVita, Inc. for management of Dialysis department. Form 990, Part VI, Section B, line 11 Copies of the 990s were made available to all Board of Trustee members subsequent to filing. Form 990, Part VI, Section B, line 12c Conflict of interest statements are reviewed by the Chairman of the Board. For enforcement of the policy, there is a discussion with the employee or board member and appropriate action is taken if necessary. Form 990, Part VI, Section B, line 15 Compensation for the CEO and top management is determined by use of a compensation committee, independent compensation consultants, Form 990 of other organizations, and compensation surveys. The compensation committee meets annually to discuss and approve the compensation plans. Form 990, Part VI, Section C, line 19 Bayfront Medical Center makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. Form 990, Part XI, line 9: Pension changes other than Net Periodic Pension Costs 2,337,629. Transfer of Capital on Termination -148,080,276. Change in Interest in Bayfront Foundation -3,458,825. Donated capital 602,584. Bayfront Home Health LLC 2860 Scherer Dr Ste 650 St Petersburg FL 33716 113722443 Home Healthcare Services FL 1082948 0 Bayfront Medical Center Inc Bayfront Physician Specialty Services LLC 701 6th St S St Petersburg FL 33701 260762089 Physician Services FL 1528419 0 Bayfront Medical Center Inc Bayfront Health Education and Research Organization Inc 744 Sixth Street South St Petersburg FL 33701 592592846 Services to Affiliates FL 501(c)(3) 3 N/A 0 Bayfront Health Foundation Inc 744 Sixth Street South St Petersburg FL 33701 311492316 Fundraising FL 501(c)(3) 11A - Type 1 Bayfront Health Education and Research Organization Inc 0 Bayfront Same Day Surgery Center LLC 701 Sixth Street South St Petersburg FL 33701 731637544 Surgery Center FL N/A Bayfront Enterprises Inc 701 Sixth Street South St Petersburg FL 33701 592592872 Physician Services FL N/A C 0 Bayfront Insurance Solutions LTD PO Box 69 720 West Bay Rd Grand Cayman CJ KY1-1102 980680280 Insurance Services CJ N/A C 0 0 1 1 0 0 0 0 0 0 0 1 0 1 1 1 1 1 1 1