2023-11-14T08:12:13-06:00 2022-12-31 420714325 RSM US LLP 30 S Wacker Drive Ste 3300 Chicago IL 606063392 990 2022-01-01 461405669 Florida Community Health Network Corp FLOR 9543024765 3109 Stirling Road 201 Ft Lauderdale FL 33312 Paul Sallwasser CEO 9543024765 2023-11-10 1 Paul Sallwasser XXX-XX-XXXX 0 Rebekuh Eley P01247672 3126343400 2023-11-10 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z Paul Sallwasser 3109 Stirling Road 201 Ft Lauderdale FL 33312 8950892 0 X N/A X 2012 FL To serve the objectives and purposes of its parent, Memorial Foundation, Inc., in supporting and benefiting the South Broward Hospital District and its residents through the structuring of relationships, ventures and other activities, in furtherance of the health care mission of the district, enhancing the delivery of health care services, and being responsive to the health needs of the residents of the district. 7 7 2 7 0 0 0 0 2702943 8729710 36230 178182 -1379820 43000 1359353 8950892 0 0 0 0 0 0 0 0 0 0 0 0 0 1359353 8950892 49073045 75809214 312059 385150 48760986 75424064 X To serve the objectives and purposes of its parent, Memorial Foundation, Inc., in supporting and benefiting the South Broward Hospital District and its residents through the structuring of relationships, ventures and other activities, in furtherance of the health care mission of the district, enhancing the delivery of health care services, and being responsive to the health needs of the residents of the district. 0 0 8729710 Investment, through wholly owned subsidiaries, in health care ventures and providers, in order to provide more efficient and reduced cost healthcare services to the community, in accordance with the policies of the South Broward Hospital District. 1 0 0 0 0 0 0 0 0 0 1 0 1 1 1 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 10 0 1 2 1 0 0 0 0 0 0 0 0 0 0 0 0 X 7 7 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 0 0 0 0 1 1 X Paul Sallwasser 9543024765 3109 Stirling Road 201 Ft Lauderdale FL 33312 X Steve Einhorn Chairman/Director 1.00 4.00 X X 0 0 0 Linda Cooke Secretary/Treasurer/Director 1.00 2.00 X X 0 0 0 Aurelio Fernandez Director (Until 07/2022) 1.00 2.00 X 0 0 0 Bruce Keir Director 1.00 0.00 X 0 0 0 Chris McFarlane Director 1.00 2.00 X 0 0 0 Jay Jacobs Director 1.00 0.00 X 0 0 0 Peggy Grant Director 1.00 0.00 X 0 0 0 Scott Wester Director (As of 12/2022) 1.00 2.00 X 0 0 0 Paul Sallwasser CEO 4.00 36.00 X 504894 0 0 504894 0 0 1 0 1 0 0 Income from Joint Vent 900099 8729710 8729710 8729710 178182 178182 Employee Retention Cre 900099 28000 28000 Other Income 900099 15000 15000 43000 8950892 8729710 0 221182 0 0 0 0 2850513 24355896 34732 35135 20396 42823 10505 15304 29662 26786 3419 2876 255374 120550 45898106 46852554 0 4384076 49073045 75809214 212941 177477 99118 207673 312059 385150 X 48760986 75424064 48760986 75424064 49073045 75809214 X 8950892 -134750 17846936 X X 0 1 X 1 0 X X X 1 Memorial Foundation Inc 592082218 7 1 3000000 0 1 3000000 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Schedule A, Part IV, Section A: As provided in the articles of incorporation, page 2, article IV, and the bylaws, page 4, article IV.1: The sole member, Memorial Foundation, Inc., is entitled to all rights and powers of a member under the State of Florida, the articles, and the bylaws. In addition, the member retains the reserved powers as set in the bylaws. As provided in the bylaws: 1. Article IV.2: The sole member, Memorial Foundation, has exclusive authority to take action to: A. Ensure the Corporation (Florida Community Health Network) serves its stated purpose. B. Ensure the corporation protects and promotes the community benefits served by the Foundation and the Corporation. C. Ensure the assets and income are used to service the community objectives of the Foundation and the Corporation. D. Maintain the federal tax-exempt status of the Foundation and the Corporation. 2. Article IV.3. provides written consent of the Foundation is required for any amendment, repeal, modification or restatement of the articles or bylaws, and the other actions as stated in that section. 3. Article V provides: A. The president and CEO of the district (South Broward Hospital District) shall be an ex-officio director of the board with full voting rights. B. The initial board shall consist of the president and CEO of the district and six (6) directors elected by the member. C. Following the initial terms, other than the president and CEO of the district, the ex officio director, and the class B-1 director, all directors shall be elected by the directors then in office. D. The class B-1 director shall be appointed by the Foundation. The directors shall serve until their respective successors have been elected and qualified, or until their earlier resignation, removal from office, or death. 4. If the Foundation determines that any director is not independent or has a conflict of interest, the Foundation or board may remove that director. 5. Article V.10. provides the board may not take any action which is in contravention of: A. The stated purpose as set in the articles and bylaws. B. Protecting and promoting the community benefits served by the Foundation, directly or indirectly. C. Ensuring the assets and income are used to serve the community objectives of the Foundation and the Corporation, and D. Maintaining the tax-exempt status of the Foundation and the Corporation. E. If the Foundation believes, based on the reasonable advice of counsel, the board has taken any action that jeopardized the federal tax-exempt status of the Foundation or the Corporation, it may take any necessary action on behalf of the Corporation including voiding and reversing the action of the board. F. If the board fails to take any action which the Foundation believes, based on the reasonable advice of counsel, must be taken to maintain the federal tax-exempt status of the Foundation and the Corporation, the Foundation may take such action on behalf of the Corporation. The chairman of the Foundation's audit committee attends, or at least is invited to attend, the organization's audit committee meetings. In addition, the CEO of the organization attends the Foundation's board meetings, provides an update of the organization's activities and operations, and responds to questions of the Foundation board. 1852 741 1111 27810 26045 1765 2876 Investment in Caduceus Capital 2988018 C Investment in Premier Supply Chain Holdings 2119420 C Investment in Solis Mammography 35767930 C Investment in FCHN Holy Cross Holdco 3871346 C Investment in Carings Ways 200000 C Investment in Janus Health 200000 C Investment in Evidence Care 200000 C Investment in BioBridge Solutions 501400 C Investment in Reperio Health 200000 C Investment in Telemetrix 504440 C Investment in ScriptDrop 250000 C Investment in Uptime 50000 C 46852554 Operating Lease Right Of Use Assets 104354 Due to Related Party 1722051 Other Assets 57671 Restricted Cash 2500000 4384076 Due to Memorial Healthcare System 101275 Current Operating Lease Liabilities 43067 Long-Term Operating Lease Liabilities 63331 207673 X Part X, Line 2: The Organization applies the provisions of FASB ASC Topic 740 for income taxes in accounting for uncertainty in income taxes. ASC 740 provides guidance on when tax positions are recognized in an entity's financial statements and how the values of these positions are determined. There is currently no impact on the Organization's financial statements as a result of the application of ASC 740. The Organization's income tax returns are subject to possible Internal Revenue examinations, generally for three years after they are filed. X X 0 0 0 0 0 1 1 0 0 Paul Sallwasser CEO 420466 0 84428 0 0 0 0 0 0 0 504894 0 0 0 Part I, Line 6 Compensation for the organization's CEO is comprised of a base salary and a bonus which is based on accomplishment of predetermined objectives including attainment of the annual operating budget. Form 990, Part VI, Section A, line 6 The Organization is a wholly owned subsidiary of Memorial Foundation Inc., A 501(C)(3) public charity supporting and benefiting the South Broward Hospital District. Form 990, Part VI, Section A, line 7a Six directors on the initial board of directors are elected by the sole member, Memorial Foundation, Inc. In addition, the president and CEO of the South Broward Hospital District is a director. Subsequent directors, other than the district President and CEO, and the class B-1 director who is appointed by Memorial Foundation, Inc., are elected by the board, subject to the reserve powers of Memorial Foundation, Inc. In ensuring the Organization serves its charitable purpose. Form 990, Part VI, Section A, line 7b The sole member, Memorial Foundation, Inc., has authority to ensure the organization operates and serves its charitable purpose, and its assets and income are used to serve the community benefits of Memorial Foundation, Inc. and the South Broward Hospital District. Form 990, Part VI, Section B, line 11b Management and the chairman of the board review and comment on the form 990 before it is filed with the IRS. Form 990, Part VI, Section B, line 12c The Organization's board regularly and consistently monitors and enforces compliance with its conflict-of-interest policy by reviewing annual statements and taking such other actions as are necessary for effective oversight. New members are required to complete a conflict-of-interest statement. Form 990, Part VI, Section C, line 19 The Organization makes its governing documents, conflict of interest policy, and financial statements available to public upon request. The financial statements are available for the same period of disclosure as set forth by IRC section 6104(d). Form 990, Part VII, Officer Compensation: Officer compensation is reported on 990 pt. VII for the organization's CEO; however, no expenses are reported on pt. IX statement of functional expenses. In accordance with board approval, intercompany transactions have been recharacterized as capital contributions in the audited financial statements. Form 990, Part XI, line 9: Return of Capital to Memorial Foundation, Inc. -3,000,000. Intercompany Balances and Transactions have been recharacterized to capital contributions in accordance with board approval. 20,846,936. Form 990, Part XII, Line 2C: There has been no change in the process from the prior year. Memorial Foundation Inc 3329 Johnson Street Hollywood FL 33021 592082218 Support charitable activities of South Broward Hospital District FL 501(c)(3) Line 7 N/A 0 Atlantic Coast ASC Holding Company Inc 3109 Stirling Road Ste 201 Fort Lauderdale FL 33312 461875883 Support charitable activities of Florida Community Health Network Corp FL 501(c)(3) Line 12a, I Florida Community Health Network Corp 1 Atlantic Coast ASC GP1 3109 Stirling Road Ste 201 Fort Lauderdale FL 33312 461876304 Majority general partner in ambulatory surgical facility of South Florida FL 501(c)(3) Line 12a, I Atlantic Coast ASC Holding Company Inc 1 Joe DiMaggio Children's Hospital Foundation Inc 3329 Johnson Street Hollywood FL 33021 650492343 Support charitable activities of Joe DiMaggio Children's Hospital FL 501(c)(3) Line 7 Memorial Foundation Inc 1 Ambulatory Surgical Facility of South Florida LLP 4470 Sheridan St Hollywood FL 33021 592753716 Operate Ambulatory Surgical Center FL N/A N/A 0 1 SBE Holdings LLC 11011 Sheridan St Ste 106 Cooper City FL 33026 465454822 Member of South Broward Endoscopy, LLC FL N/A N/A 0 1 Cohen Medical Associates LLC 1300 Jog Rd Ste 205 Delray Beach FL 33446 043782956 Primary Care Medical Practice FL N/A N/A 0 1 Cypress Creek Outpatient Surgical Center Holding Company LLC 3109 Stirling Road Ste 201 Fort Lauderdale FL 33312 352596854 Holding Company FL N/A N/A 0 1 AMSURG FCHN ASC Ventures LLC 14 Burton Hills BLVD Nashville TN 37215 815071853 Holding Company FL N/A N/A 0 1 Hallandale Outpatient Surgical Center LTD C/O Lance J Lehman 306 E Hallandale Hallandale Beach FL 33009 200244303 Operate Ambulatory Surgical Center FL N/A N/A 0 1 MHS Staffing Resources LLC 1000 Sawgrass Corp PKWY 100 Sunrise FL 33323 834468496 Temporary Staffing Services FL N/A N/A 0 1 Atlantic Coast Holdings Inc 3109 Stirling Road Ste 201 Ft Lauderdale FL 33312 463231265 Invest in health care ventures within or close to SBHD FL Florida Community Health Network C 16012882 38573347 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 Atlantic Coast Holdings R 157334 Book Atlantic Coast ASC GP1 R 205960 Book Atlantic Coast Holdings S 520877 Book Atlantic Coast ASC GP1 S 612000 Book