2013-05-14T13:30:55-05:00 2012-06-30 861065772 DELOITTE TAX LLP 1750 TYSONS BLVD MCLEAN VA 221024219 990 2011-07-01 521484872 GBMC Healthcare Inc GBMC 4438492000 6701 North Charles Street Baltimore MD 21204 Eric Melchior 4438492000 2013-05-14 1 Yvette L Woods P00364424 7032511000 2011 2016-02-24 21:20:13Z John B Chessare MD 6701 North Charles Street Baltimore MD 21204 206276 0 X www.gbmc.org X 1975 MD To establish, maintain, supervise, coordinate, assist and perform planning & other functions for the entities to provide health-related services of the corporation and its affiliated entities. 28 21 0 21 156276 6249 50000 50000 0 0 0 0 49472428 156276 49522428 206276 0 0 0 0 6000 172191 0 0 0 414712 8767534 420712 8939725 49101716 -8733449 354364804 346194136 103442 414466 354261362 345779670 X See Schedule O 0 0 8166807 The provision of supervision and coordination of the activities of its affiliated entities, including Greater Baltimore Medical Center, Inc.; GBMC Investments, Inc.; GBMC Foundation, Inc.; Gilchrist Hospice Care, Inc.; GBMC Land Corp.; Ruxton Insurance Company and Greater Baltimore Health Alliance, LLC. 295034 0 0 Accountable care organization which integrates community primary care with hospital and multi-speciality care in the Towson area. 8461841 1 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 1 1 1 BD 0 0 0 0 0 0 0 0 0 X 28 21 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MD X X Eric Melchior 4438492000 6701 North Charles Street Baltimore MD 21204 X Honorable Vicki Ballou-Watts 1.00 X 0 0 0 Mrs Sandra Berman 1.00 X 0 0 0 Robert K Brookland MD 1.00 X 0 0 0 Mr Samuel Heffner 1.00 X 0 0 0 Mr Frederick M Hudson 1.00 X 0 0 0 Mr Frank R Palmer 1.00 X 0 0 0 Mrs Mary Stuart Rodgers 1.00 X 0 0 0 Mr Robert A Shelton 1.00 X 0 0 0 Mr Bernard Siegel 1.00 X 0 0 0 Mr Stuart O Simms 1.00 X 0 0 0 Ms Bonnie R Stein 1.00 X 0 0 0 Mr James B Stradtner 1.00 X 0 0 0 Mr Steven A Thomas 1.00 X 0 0 0 Ms Marion G Thompson 1.00 X 0 0 0 Harold Tucker MD 1.00 X 0 130000 0 Ronald F Trutone Jr MD 1.00 X 0 250000 0 John M Wogan MD 1.00 X 0 0 0 Mr Herbert J Belgrad 1.00 X 0 0 0 Ms Kara C King Bess 1.00 X 0 0 0 Mr Charles C Fenwick Jr 1.00 X 0 0 0 Theda C Kontis MD 1.00 X 0 0 0 Mr Thomas H Maddux 1.00 X 0 0 0 Mr Anthony Milando 1.00 X 0 0 0 John B Chessare MD 5.00 X X 0 782912 109533 Mr Harry S Johnson 1.00 X X 0 0 0 Ms Patricia J Mitchell 1.00 X X 0 0 0 Mr Stephen T Scott 1.00 X X 0 0 0 Mrs Mary B Wieler 1.00 X X 0 0 0 Mr Eric L Melchior 10.00 X 0 978315 36354 Mr Keith R Poisson 10.00 X 0 460229 117754 John R Saunders MD 1.00 X 0 555823 64238 Mr George E Bayless III 5.00 X 0 261118 61438 Mr John W Ellis 10.00 X 0 438574 124363 Mr Michael A Forthman 5.00 X 0 219633 47152 Mrs Carolyn L Candiello 1.00 X 0 178666 43550 Mrs Catherine Hamel 1.00 X 0 215475 47389 Mrs Joanne Porter 1.00 X 0 313052 69362 Mrs Tressa B Springmann 5.00 X 0 340670 53364 Mr Mark Thomas left 611 0.00 X 0 149798 8744 Mrs Catherine Boyne 0.00 X 0 19293 0 Rodney W Williams MD 0.00 X 0 519499 13578 0 5813057 796819 0 1 1 0 0 50000 50000 Management Fee 561000 156276 156276 156276 206276 0 156276 0 161427 155427 6000 10764 10764 10525 10525 70594 70594 160652 20000 140652 1388 734 654 92305 92305 1440 1440 516 516 269 269 Loss from Subsidiary 8166807 8166807 Overhead 260000 260000 Personal Property Tax 2100 2100 938 4494 -3556 8939725 8461841 477884 0 16057 19481 52076 52072 354289386 346122583 7285 354364804 346194136 103442 414466 103442 414466 X 309217784 302559671 27071903 23513768 17971675 19706231 354261362 345779670 354364804 346194136 X -8733449 251757 X 0 1 1 X 0 X 50000 50000 50000 50000 50000 250000 50000 50000 50000 50000 50000 250000 250000 686 469 5 1160 3035 8028 8381 6805 6249 32498 283658 0.88130 0.88170 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 Investment in Subsidiaries 346122583 C 346122583 Description of Intended Use of Endowment Funds: Part V, Line 4: Part V, line 4: The balance sheet for GBMC Healthcare shows both temporarily and permanently restricted net assets. These amounts represent GBMC Healthcare, Inc.'s interest in the equity of its subsidaries and not endowments owned by GBMC Healthcare, Inc. Information on the endowments of GBMC Healthcare's subsidiaries can be found on each subsidiaries' seperate Form 990. Description of Uncertain Tax Positions Under FIN 48: Part X: GBMC Healthcare, Inc., as an affiliate of GBMC Healthcare, Inc. & Subsidiaries, has accounted for uncertain tax position in accordance with ASC740 and has determined that these positions, as a whole, are immaterial. X X X X X 1 1 0 0 0 0 0 0 0 Ronald F Trutone Jr MD 0 250000 0 0 0 0 0 0 0 0 0 250000 0 0 John B Chessare MD 0 623200 0 132750 0 26962 0 84856 0 24677 0 892445 0 0 Mr Eric L Melchior 0 387620 0 558817 0 31878 0 15687 0 20667 0 1014669 0 376475 Mr Keith R Poisson 0 361114 0 66472 0 32643 0 90561 0 27193 0 577983 0 0 John R Saunders MD 0 476585 0 43636 0 35602 0 45600 0 18638 0 620061 0 0 Mr George E Bayless III 0 221615 0 34544 0 4959 0 34516 0 26922 0 322556 0 0 Mr John W Ellis 0 343368 0 68230 0 26976 0 105025 0 19338 0 562937 0 0 Mr Michael A Forthman 0 185305 0 24597 0 9731 0 21039 0 26113 0 266785 0 0 Mrs Carolyn L Candiello 0 146993 0 18291 0 13382 0 24998 0 18552 0 222216 0 0 Mrs Catherine Hamel 0 166563 0 44587 0 4325 0 15167 0 32222 0 262864 0 0 Mrs Joanne Porter 0 242762 0 38157 0 32133 0 57770 0 11592 0 382414 0 0 Mrs Tressa B Springmann 0 284762 0 43834 0 12074 0 42721 0 10643 0 394034 0 0 Mr Mark Thomas left 611 0 114152 0 0 0 35646 0 8744 0 0 0 158542 0 0 Mrs Catherine Boyne 0 0 0 0 0 19293 0 0 0 0 0 19293 0 0 Rodney W Williams MD 0 0 0 0 0 519499 0 0 0 13578 0 533077 0 0 Part I, Lines 4a-b Part I, Line 4a: The following individuals received severance payments during the year: -Former Chief Medical Officer received serverance payments totaling $522,210 in calendar year 2011. -Former President Gilchrist Hospice Care, Inc. a subsidiary of GBMC Healthcare, Inc. received severance payments totaling $18,832 for the calendar year ending 2011. Part I, Line 4b: The following individuals participate in a non-qualified supplemental retirement plan. GBMC Healthcare has a non-qualified supplemental retirement plan. This plan was approved by the Compensation Committee of the GBMC Healthcare Board of Directors to supplement the executive's retirement income. The supplemental retirement plan was developed based on an independent consulatant report on market-based pratices for supplemental retirement plans. The percentage of final average pay, the requirements for vesting, participants, and pay-out provisions were established, reviewed, and approved by the Compensation Committee. The contributions to the supplemental non-qualified retirement plan are included in Schedule J, Part II, column C or in Schedule J, Part I, column B (III) as part of deferred compensation. The following individuals participated in this supplemental non-qualified retirement plan: John R. Chessare, M.D. $84,375 earned, $0 paid Mr. George E. Bayless $22,726 earned, $0 paid Mrs. Carolyn Candiello $20,000 earned, $0 paid Mrs. Jenny Coldiron $9,494 earned, $0 paid Mr. John Ellis $91,875 earned, $0 paid Mr. Michael Forthman $10,637 earned, $0 paid Mrs. Cathy Hamel $4,306 earned, $0 paid Mr. Eric L. Melchior $0 earned, $376,475 paid Mr. Keith Poisson $77,411 earned, $0 paid Ms. Joanne Porter $42,479 earned, $0 paid John Saunders, M.D. $30,000 earned, $0 paid Ms. Tressa Springmann $27,129 earned, $0 paid Description of Organization Mission: Form 990, Part III, Line 1 GBMC Healthcare, Inc. is organized and operated exclusively as a nonprofit charitable organization within the meaning of section 501(c)(3) of the code for the following purposes: (1) To establish, maintain, supervise, coordinate, assist and perform planning and other functions for entities to provide health-related services or to carry out the charitable, educational, health care, and scientific purposes of the corporation and its affiliated entities including but not limited to Greater Baltimore Medical Center, Inc., a hospital corporation described under section 501(c)(3) and exempt from tax under section 501(a) of the code, and other entities which may further the charitable, educational, health care, and other purposes of the corporation. (2) To provide supervision and coordination of the activities of affiliated entities, including but not limited to Greater Baltimore Medical Center, Inc.; GBMC Investments, Inc.; GBMC Foundation, Inc.; Ruxton Insurance Company, Ltd.; GBMC Land Corporation; and Gilchrist Hospice Care, Inc. (3) To consider and establish long and short range planning activities for the corporation and its affiliated entities. (4) To raise funds for the benefit of charitable, scientific, health care, and educational activities and functions of the corporation and its affiliated entities. (5) To consult with the appropriate officers of the affiliated entities to promote cooperation among them in order to further the charitable, educational, and scientific activities and functions of those entities. (6) To have and to exercise to the extent necessary or desirable for the accomplishment of any of the aforesaid purposes, and to the extent that they are not inconsistent with the charitable purposes of the corporation and the limitations imposed by section 501(c)(3) of the code, any and all powers conferred upon corporation by the Maryland General Corporation law. Form 990, Part VI, Section B, line 11 The Audit Committee of GBMC Healthcare, Inc. reviews this Form 990. A copy of the Form 990 is provided to the full Board of Directors of GBMC Healthcare for review prior to filing. Form 990, Part VI, Section B, line 12c Annually, every board member, physician, advanced practitioner and manager (which includes key employees) must complete a comprehensive questionnaire that provides for the disclosure of potential conflicts. All disclosures are reviewed by the compliance officer. Those disclosures that are questionable or may rise to the level of a conflict are discussed with the Chief Legal Officer and appropriate action is taken, if necessary. A summary of disclosures is provided to the audit committee (for management) and to the governance committee (for board members) annually. Form 990, Part VI, Section B, line 15 GBMC Healthcare's President and Key Employees are compensated by its controlled tax-exempt subsidiary, GBMC Inc., but compensation is determined by a GBMC Healthcare subcommittee of the board of directors. The Compensation Committee of the board of directors is chartered with the responsibility to assure GBMC pays competitive salaries to the executives. The approach that is taken is based on current market "best practices" for non-profit organizations. The committee meets at least 6 times annually to review and discuss executive's salaries and benefits. The steps taken are as follows: 1) An independent executive compensation consultant was selected based on an RFP process and face to face interview were conducted 2) Once selected, the compensation consultant compiled, independently, salary survey data of similar size organizations from throughout the country 3) The survey data is presented to the Compensation Committee with all the national survey data; various surveys are categorized by size of organization, academic and non-academic, system and community-based hospitals 4) The data is categorized by executive position, and a salary range is recommended by the compensation consultant 5) Base salary of an individual executive is based on survey results, years of experience, and performance 6) A recommendation is made to the Compensation Committee by the CEO for salary rates for the Vice Presidents 7) The Compensation Committee either accepts or modifies the recommendation from the CEO for base salary adjustments 8) The Compensation Committee determines the salary adjustment for the CEO based on national salary survey data, years of experience, and performance 9) The incentive bonus is determined based on actual results compared with the plan document and recommendation is made to the Compensation Committee for approval or modification 10) The amount of the bonus is determined by the criteria stated in the incentive plan document and is also based on current market practices from national surveys 11) Survey of executive benefits is also reviewed by the compensation consultants to assure reasonableness 12) The compensation consultant provides a written document on the reasonableness of the salaries being paid 13) The board of directors reviews and approves the decisions of the Compensation Committee Form 990, Part VI, Section C, line 19 The governing documents are located on the State of Maryland Department of Taxation's website. Financial Statements are made public through the State of Maryland Charitable Registration. Financial Statements for GBMC Healthcare, Inc. are also available through the Electronic Municipal Market Access (EMMA) website via the Continuing Disclosure document. The Conflict of Interest policy is not available to the public. Form 990, Part VII, Section A: During the fiscal year, these individuals devoted the following estimated hours each week to a related organization: The Honorable Vicki Ballou-Watts: 3 Mr. Herbert J. Belgrad: 2 Mrs. Sandra Berman: 2 Ms. Kara C. King Bess: 2 Robert K. Brookland, M.D.: 3 John B. Chessare, M.D.: 35 Mr. Charles C. Fenwick, Jr.: 3 Mr. Samuel Heffner: 2 Mr. Frederick M. Hudson: 2 Mr. Harry S. Johnson: 2 Theda C. Kontis, M.D.: 2 Mr. Thomas H. Maddux: 2 Mr. Anthony Milando: 2 Ms. Patricia J. Mitchell: 2 Mr. Frank R. Palmer: 2 Mrs. Mary Stuart Rodgers: 2 Mr. Stephen T. Scott: 2 Mr. Robert A. Shelton: 2 Mr. Bernard Siegel: 2 Mr. Stuart O. Simms: 2 Ms. Bonnie R. Stein: 2 Mr. James B. Stradtner: 2 Mr. Steven A. Thomas: 3 Ms. Marion G. Thompson: 2 Harold Tucker, M.D.: 26 Ronald F. Trutone, Jr., M.D.: 13 Mrs. Mary B. Wieler: 2 John M. Wogan, M.D.: 2 Mr. George E. Bayless, III: 35 Mrs. Carolyn L. Candiello: 39 Mr. John W. Ellis: 30 Mr. Michael A. Forthman: 35 Mr. Eric L. Melchior: 30 Mr. Keith R. Poisson: 30 Mrs. Joanne Porter: 39 John R. Saunders, M.D.: 39 Mrs. Tressa Springmann: 35 Mrs. Catherine Hamel: 39 Changes in Net Assets or Fund Balances: Form 990, Part XI, line 5: Transfers 251,757. Total to Form 990, Part XI, Line 5: 251,757. Greater Baltimore Health Alliance Physicians LLC 6701 North Charles Street Baltimore MD 21204 900794161 Accountable Care Organization MD 0 960 GBMC Healthcare Greater Baltimore Medical Center Inc 6701 North Charles Street Baltimore MD 21204 526049658 Healthcare MD 501(c)(3) Line 3: 170(b)(1)(a) GBMC Healthcare 1 GBMC Foundation Inc 6701 North Charles Street Baltimore MD 21204 521411935 Fundraising MD 501(c)(3) Line 7: 170(b)(1)(a) GBMC Healthcare 1 Gilchrist Hospice Care Inc 11311 McCormick Road No 350 Hunt Valley MD 21031 521851251 Hospice Services MD 501(c)(3) Line 3: 170(b)(1)(a) GBMC Healthcare 1 GBMC Investments Inc 6701 North Charles Street Baltimore MD 21204 521040300 Investment Management MD 501(c)(3) Line 11, Type II: 50 GBMC Healthcare 1 Diversified Health Enterprises Inc 6701 North Charles Street Baltimore MD 21204 521725005 Health Services MD 501(c)(3) Line 11, Type II: 50 GBMC Healthcare 1 Diversified Nurses Inc 6701 North Charles Street Baltimore MD 21204 521305904 Nursing Services MD 501(c)(3) Line 9: 509(a)(2) GBMC Healthcare 1 Diversified Health Services Inc 6701 North Charles Street Baltimore MD 21204 521331993 Health Services MD 501(c)(3) Line 9: 509(a)(2) GBMC Healthcare 1 GBMC Land Inc 6701 North Charles Street Baltimore MD 21204 521413360 Real Estate Property MD 501(c)(3) Line 11, Type I: 509 GBMC Healthcare 1 GBMC Medical Arts LP 6701 North Charles Street Baltimore MD 21204 521412751 Real Estate Management MD N/A 0 0 GBMC Medical Arts Pavilion West LP 6701 North Charles Street Baltimore MD 21204 521899034 Real Estate Management MD N/A 0 0 GBMC Agency Inc 6701 North Charles Street Baltimore MD 21204 521411931 Investments MD N/A C GBMC Management Inc 6701 North Charles Street Baltimore MD 21204 521411974 Management Company MD N/A C GBMC Finance Corporation 6701 North Charles Street Baltimore MD 21204 521863069 Financing Agent MD N/A C GBMC Finance Corporation II 6701 North Charles Street Baltimore MD 21204 521836142 Financing Agent MD N/A C GBMC Finance Corporation III 6701 North Charles Street Baltimore MD 21204 521836144 Financing Agent MD N/A C Ruxton Insurance Company Ltd 3 Gorham Road Hamilton HM 08 Hamilton BD 980413102 Insurance Captive BD GBMC Healthcare Inc C 2958058 59930398 1.00000 GBMD Inc 6701 North Charles Street Baltimore MD 21204 521914558 Healthcare MD N/A C 0 0 1 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 Greater Baltimore Medical Center Inc C 50000 cost Greater Baltimore Medical Center Inc L 260000 cost Greater Baltimore Medical Center Inc C 251757 cost