2012-05-11T14:08:51-05:00 2011-06-30 DELOITTE TAX LLP 1750 TYSONS BLVD MCLEAN VA 221024219 990 2010-07-01 521484872 GBMC Healthcare Inc GBMC 4438492000 6701 North Charles Street Baltimore MD 21204 Eric Melchior 4438492000 2012-05-11 1 Yvette L Woods 7032511000 2010 2016-02-24 21:20:13Z John B Chessare MD 6701 North Charles Street Baltimore MD 21204 49522428 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. 23 16 0 16 156276 6805 50000 50000 0 0 5 0 21429422 49472428 21479427 49522428 0 0 0 0 5832 6000 0 0 0 420203 414712 426035 420712 21053392 49101716 309076217 354364804 429405 103442 308646812 354261362 X See Schedule O 0 0 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. and Ruxton Insurance Company. 1 1 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 X 23 16 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 The 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 Howard L Siegel MD 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 Tutrone Jr MD 1.00 X 0 210000 0 John M Wogan MD 1.00 X 0 0 0 John B Chessare MD 5.00 X X 0 464369 181443 Mr Charles C Fenwick Jr 1.00 X X 0 0 0 Mr Harry S Johnson 1.00 X X 0 0 0 Mr Thomas M Kane 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 5.00 X 0 504353 130184 Mr Keith R Poisson 5.00 X 0 452385 106912 John R Saunders MD 5.00 X 0 413984 33703 Mr George E Bayless III 1.00 X 0 257058 55159 Mrs Carolyn Candiello 1.00 X 0 39223 7548 Mr John Ellis 1.00 X 0 410359 114312 Mr Michael A Forthman 5.00 X 0 217956 42868 Joanne Porter 1.00 X 0 302814 57998 Mr Douglas G Smith 1.00 X 0 145934 21598 Mrs Tressa B Springmann 1.00 X 0 331132 50768 Mr Mark Thomas 5.00 X 0 303468 52481 Rodney W Williams MD 5.00 X 0 956764 17462 Ms Catherine J Boyne left 210 0.00 X 0 239981 22442 Mr Steve Twaddle left 909 0.00 X 0 105369 10000 Mr Laurence Merlis left 210 0.00 X 0 124154 15028 0 5424146 890760 0 1 1 0 0 50000 50000 Gain from Subsidiary 900099 49316152 49316152 Management Fee 561000 156276 156276 49472428 49522428 0 156276 49316152 6000 6000 5589 5589 140652 140652 493 493 1440 1440 Overhead 260004 260004 Bank Service Charge 3873 3873 Personal Property Tax 2661 2661 420712 0 420712 0 19045 16057 52080 52076 309003237 354289386 1855 7285 309076217 354364804 97149 103442 332256 0 429405 103442 X 267136366 309217784 24912273 27071903 16598173 17971675 308646812 354261362 309076217 354364804 X 49101716 -3487166 X 0 1 1 X 0 X 50000 50000 50000 50000 50000 250000 50000 50000 50000 50000 50000 250000 250000 686 469 5 1160 6141 3035 8028 8381 6805 32390 283550 0.88170 0.88660 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 Investment in Subsidiaries 354289386 C 354289386 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 subsidiaries and not endowments owned by GBMC Healthcare, Inc. Information on the endowments of GBMC Healthcare's subsidiaries can be found on each subsidiaries' separate 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 Tutrone Jr MD 0 210000 0 0 0 0 0 0 0 0 0 210000 0 0 John B Chessare MD 0 354068 0 40000 0 70301 0 168750 0 12693 0 645812 0 0 Mr Eric L Melchior 0 360757 0 88593 0 55003 0 111753 0 18431 0 634537 0 0 Mr Keith R Poisson 0 332145 0 66383 0 53857 0 83038 0 23874 0 559297 0 0 John R Saunders MD 0 349335 0 36585 0 28064 0 23140 0 10563 0 447687 0 0 Mr George E Bayless III 0 204629 0 35413 0 17016 0 32322 0 22837 0 312217 0 0 Mr John Ellis 0 334790 0 48470 0 27099 0 97474 0 16838 0 524671 0 0 Mr Michael A Forthman 0 179307 0 30135 0 8514 0 20580 0 22288 0 260824 0 0 Joanne Porter 0 233849 0 35698 0 33267 0 46836 0 11162 0 360812 0 0 Mrs Tressa B Springmann 0 265685 0 46506 0 18941 0 41375 0 9393 0 381900 0 0 Mr Mark Thomas 0 249256 0 38123 0 16089 0 31368 0 21113 0 355949 0 0 Rodney W Williams MD 0 265290 0 404236 0 287238 0 3124 0 14338 0 974226 0 393767 Ms Catherine J Boyne left 210 0 33374 0 26023 0 180584 0 20298 0 2144 0 262423 0 42966 Mr Steve Twaddle left 909 0 0 0 0 0 105369 0 0 0 10000 0 115369 0 0 Mr Laurence Merlis left 210 0 60518 0 0 0 63636 0 12443 0 2585 0 139182 0 66922 Part I, Lines 4a-b Part I, Line 4a: The following individuals received severance during the year: -Former Sr. Vice President Medical Affairs received severance payments totaling $232,093 in the calendar year 2010. -Former President of Gilchrist Hospice Care, Inc. a subsidiary of GBMC Healthcare, Inc. received severance payments totaling $170,211 in the calendar year 2010. -Former Vice President of GBMA received severance payments totaling $102,375 in the calendar year 2010. 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 consultant report on market-based practices 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. $168,750 earned, $0 paid Mr. George E. Bayless $22,064 earned, $0 paid Mr. John Ellis $84,392 earned, $0 paid Mr. Michael Forthman $10,228 earned, $0 paid Mr. Eric L. Melchior $96,153 earned, $0 paid Mr. Keith Poisson $69,889 earned, $0 paid Ms. Joanne Porter $35,927 earned, $0 paid John Saunders, M.D. $10,926 earned, $0 paid Ms. Tressa Springmann $25,837 earned, $0 paid Mr. Mark Thomas $20,600 earned, $0 paid Rodney Williams, M.D. $58,333 earned, $393,767 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 Board of Directors of GBMC Healthcare for final approval 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 interviews 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: 1 Mrs. Sandra Berman: 1 Robert K. Brookland, M.D.: 1 John B. Chessare, M.D.: 5 Mr. Charles C. Fenwick, Jr.: 1 Mr. Samuel Heffner: 1 Mr. Frederick M. Hudson: 1 Mr. Larry S. Johnson: 1 Mr. Thomas M. Kane: 1 Ms. Patricia J. Mitchell: 1 Mr. Frank R. Palmer: 1 Mrs. Mary Stuart Rodgers: 1 Mr. Stephen T. Scott: 1 Mr. Robert A. Shelton: 1 Mr. Bernard Siegel: 1 Howard L. Siegel, M.D.: 1 Mr. Stuart O. Simms: 1 Ms. Bonnie R. Stein: 1 Mr. James B. Stradtner: 1 Mr. Steven A. Thomas: 1 Ms. Marion G. Thompson: 1 Harold Tucker, M.D.: 1 Ronald F. Trutone, Jr., M.D.: 1 Mrs. Mary B. Wieler: 1 John M. Wogan, M.D.: 1 John Saunders, M.D.: 5 Mr. Eric L. Melchior: 5 Mr. Keith R. Poisson: 5 Mr. Rodney M. Williams: 5 Mr. John W. Ellis: 1 Ms. Joanne Porter: 1 Ms. Tressa B. Springman: 1 Mr. Mark R. Thomas: 5 Mr. George E. Bayless: 1 Mr. Michael A. Forthman: 5 Ms. Catherine Y. Hamel: 5 Changes in Net Assets or Fund Balances: Form 990, Part XI, line 5: Prior period adjustments: -4,030,003. Transfers 542,837. Total to Form 990, Part XI, Line 5: -3,487,166. 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 21204 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 GBMC Agency Inc 0 0 0.00000 GBMC Medical Arts Pavilion West LP 6701 North Charles Street Baltimore MD 21204 521899034 Real Estate Management MD GBMC Agency Inc 0 0 0.00000 GBMC Agency Inc 6701 North Charles Street Baltimore MD 21204 521411931 Investments MD GBMC Investments Inc C GBMC Management Inc 6701 North Charles Street Baltimore MD 21204 521411974 Management Company MD GBMC Agency Inc C GBMC Finance Corporation 6701 North Charles Street Baltimore MD 21204 521863069 Financing Agent MD GBMC Agency Inc C GBMC Finance Corporation II 6701 North Charles Street Baltimore MD 21204 521836142 Financing Agent MD GBMC Agency Inc C GBMC Finance Corporation III 6701 North Charles Street Baltimore MD 21204 521836144 Financing Agent MD GBMC Agency Inc C Ruxton Insurance Company Ltd 3 Gorham Road Hamilton HM 08 Hamilton BD 980413102 Insurance Captive BD N/A C 1683286 43337815 1.00000 GBMD Inc 6701 North Charles Street Baltimore MD 21204 521914558 Healthcare MD GBMC Inc C 0 0 1 0 0 0 0 0 0 0 0 1 0 0 1 1 0 1 Greater Baltimore Medical Center Inc C 50000 Cost Greater Baltimore Medical Center Inc L 260004 Cost Greater Baltimore Medical Center Inc R 542837 Cost