Florida Hospital Zephyrhills Inc

“Articles of amendment to the restated articles of incorporation for the filing organization were executed on december 12, 2024, and effective with the state of florida on january 16, 2025, to update the dissolution clause. As amended, the dissolution clause provides that all remaining assets upon dissolution shall be distributed to the member so long as the member qualifies for exemption under section 501(c)(3) of the internal revenue code. If the member is not qualified to receive the assets, the assets will be turned over to adventist health system sunbelt healthcare corporation (ahsshc), the filing organization's current 501(c)(3) top-tier parent organization, if qualified. If ahsshc is not qualified at the time of dissolution, the assets will be distributed to the southern union conference of seventh-day adventists and then the general conference of seventh-day adventists. If none of the above enumerated organizations are eligible to receive the assets at the time of dissolution, the assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3), or to the federal government, or a state or local government, or will be distributed by a court. The bylaws of the filing organization were also amended in 2024. A summary of the significant changes in the updated bylaws is as follows. A change was made to set the minimum number of board of director members to three. The prior class of non-voting honorary board members was removed. The responsibilities of the board of directors were updated and revised to include the general categories of hospital strategy, hospital general operations, medical staff matters, safety, quality and education, and community. The community responsibility includes ensuring that the community health needs assessment and community health plan are conducted and implemented as required by federal law. The revised bylaws provide that the chief executive officer (ceo) of the hospital is appointed by the member. Previously, the ceo was appointed by the president of the filing organization. The authority of the secretary of the filing organization to execute affidavits, annual reports, contracts, etc. Has been limited to those wherein the value is less than $250,000. The reserved powers of the member were updated. The complete listing of the updated reserved powers is contained in our response to part vi, section a, line 7b of this form 990. A section was added to the bylaws to specify the authority and duties of the hospital ceo with respect to operation of the hospital subject to policies adopted by the board of directors. The revised dissolution clause contained in the 2024 amended articles to the restated articles of incorporation as outlined above was added to the bylaws.”

“Florida hospital zephyrhills, inc. (the filing organization) has one member. The sole member of the filing organization is adventist health system sunbelt, inc. Adventist health system sunbelt, inc. (ahss) is a florida, not-for-profit corporation that is exempt from federal income tax under internal revenue code (irc) section 501(c)(3). There are no other classes of membership in the filing organization.”

“The sole member of the filing organization is ahss. The board of directors of the filing organization are appointed by the sole member, ahss, who has the right to elect, appoint or remove any member of the board of directors of the filing organization.”

“Ahss, as the sole member of the filing organization, has certain reserved powers as set forth in the bylaws of the filing organization. The reserved powers include the following: a) to approve or disapprove the executive and/or administrative leadership of the filing organization; b) to approve or disapprove the operating bylaws of the filing organization; c) to approve or disapprove material changes in the category or services offered by the filing organization; d) to approve or disapprove capital expenditures or the sale, donation, or other transfer of real or personal property in excess of one million dollars; e) to require adherence to policies adopted by the member or adventhealth; f) to set limits and terms for any and all types of financial transactions exceeding $100,000; g) to approve or disapprove the annual operating and capital budgets and strategic plans of the filing organization ; h) to secure naming rights and to direct the placement of funds and capital and the making of gifts, donations, loans and transfers of funds or other assets in excess of one million dollars; i) to approve or disapprove the implementation of non-traditional, non-healthcare related activities; j) to approve or disapprove performance/quality improvement, revenue cycle and case management programs; k) to approve the appointment of an auditing firm for the hospital; l) to approve the election of the fiscal year for the corporation; m) to approve or disapprove the election of the filing organization's group purchasing organization; n) to approve or disapprove any joint venture or partnership in which the filing organization would be a member or partner; o) to approve or disapprove the it systems and other shared services used by the filing organization; p) the authority to require the filing organization's adherence to the system-wide naming nomenclature and service standards adopted by the member or adventhealth; q) to set and enforce policies for physician compensation including commercial reasonableness and fair market value; and r) to exercise such other powers as are necessary in connection with the foregoing.”

“The filing organization's current year form 990 was reviewed by the board chairman, board finance committee chair, ceo and by the cfo prior to its filing with the irs. The review conducted by the board chairman, board finance committee chair, ceo and the cfo did not include the review of any supporting workpapers that were used in preparation of the current year form 990, but did include a review of the entire form 990 and all supporting schedules.”

“The conflict of interest policy of the filing organization applies to members of its board of directors and its principal officers (to be known as interested persons). In connection with any actual or possible conflicts of interest, any member of the board of directors of the filing organization or any principal officer of the filing organization (i.e. Interested persons) must disclose the existence of any financial interest with the filing organization and must be given the opportunity to disclose all material facts concerning the financial interest/arrangement to the board of directors of the filing organization or to any members of a committee with board delegated powers that is considering the proposed transaction or arrangement. Subsequent to any disclosure of any financial interest/arrangement and all material facts, and after any discussion with the relevant board member or principal officer, the remaining members of the board of directors or committee with board delegated powers shall discuss, analyze, and vote upon the potential financial interest/arrangement to determine if a conflict of interest exists. According to the filing organization's conflict of interest policy, an interested person may make a presentation to the board of directors (or committee with board delegated powers), but after such presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest. Each interested person, as defined under the filing organization's conflict of interest policy, shall annually sign a statement which affirms that such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the filing organization is a charitable organization that must primarily engage in activities which accomplish one or more of its exempt purposes. The filing organization's conflict of interest policy also requires that periodic reviews shall be conducted to ensure that the filing organization operates in a manner consistent with its charitable purposes.”

“The filing organization's ceo, other officers and key employees are not compensated by the filing organization. Such individuals are compensated by the related top-tier parent organization of the filing organization. Please see the discussion concerning the process followed by the related top-tier parent organization in determining executive compensation in our response to schedule j, line 3.”

“The filing organization is a part of the system of healthcare organizations known as adventhealth. The audited consolidated financial statements of adventhealth and of the adventhealth "obligated group" are filed annually with the municipal securities rulemaking board (msrb). The "obligated group" is a group of ahsshc subsidiaries that are jointly and severally liable under a master trust indenture that secures debt primarily issued on a tax-exempt basis. Unaudited quarterly financial statements prepared in accordance with generally accepted accounting principles (gaap) are also filed with msrb for adventhealth on a consolidated basis and for the grouping of adventhealth subsidiaries comprising the "obligated group". The filing organization does not generally make its governing documents or conflict of interest policy available to the public.”

“For those board of director members (not including physician members of the board), officer(s) and key employees who devote less than full-time to the filing organization (based upon the average number of hours per week shown in column (b) on page 7 of the return) the compensation amounts shown in columns (e) and (f) on page 7 were provided in conjunction with that person's responsibilities and roles in serving in an executive leadership position as an employee of adventist health system sunbelt healthcare corporation. Physician members of the board of directors received compensation from related organizations as a result of providing various medical services to those related entities.”

“The compensation listed in part vii, section a for ryan reed, do, does not include proceeds of $27,390 from the sale of a 2018 ford truck from dr. Reed to the filing organization. This amount was incorrectly included on form 1099 issued to dr. Reed as medical and health care payments. Since the proceeds from the sale of the truck were not in exchange for services rendered by dr. Reed, they are not included in total compensation shown in part vii.”

“The amounts shown in part viii, lines 7a(i), 7b(i) and 7c(i) of the form 990 represent an allocated share of capital gain/(loss) from a system wide, corporate administered, investment program.”

“The parent corporation and sole top-tier member of florida hospital zephyrhills, inc. (the filing organization) is adventist health system sunbelt healthcare corporation (ahsshc). Ahsshc is a florida, not-for-profit corporation that is exempt from federal income tax under internal revenue code (irc) section 501(c)(3). Ahsshc has established a shared service center to centralize the accounts payable (a/p) function for all ahsshc subsidiary organizations. The filing organization has entered "0" in part v, line 1a because the filing organization no longer issues form 1099 returns, rather, all such returns are filed by and under the name and ein of ahsshc as the payor subject to the information reporting requirements of section 6041. The facts and circumstances support a position that ahsshc, as a payor on behalf of its subsidiary organizations in a shared service environment, will have sufficient management and oversight in connection with the subsidiary organizations' payments to meet the standard set forth in treas. Reg. Section 1.6041-1(e). Ahsshc will not merely be making payments at the direction of its subsidiary organizations. Accordingly, ahsshc is considered the payor subject to the information reporting requirements of section 6041.”

“Payments to healthcare professionals: program service expenses 21,110,224. Management and general expenses 0. Fundraising expenses 0. Total expenses 21,110,224. Professional fees: program service expenses 3,017,798. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,017,798. Purchased medical services: program service expenses 2,190,103. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,190,103. Environmental services: program service expenses 1,007,889. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,007,889. Transcription services: program service expenses 72,490. Management and general expenses 0. Fundraising expenses 0. Total expenses 72,490. Recruiting: program service expenses 132,035. Management and general expenses 0. Fundraising expenses 0. Total expenses 132,035. Food service contracts: program service expenses 5,021. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,021. Other purchased services: program service expenses 5,515,723. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,515,723. Adventhealth management fees: program service expenses 0. Management and general expenses 6,822,839. Fundraising expenses 0. Total expenses 6,822,839. Billing & collection services: program service expenses 0. Management and general expenses 1,736,310. Fundraising expenses 0. Total expenses 1,736,310. Adventhealth shared service fee: program service expenses 0. Management and general expenses 2,484,585. Fundraising expenses 0. Total expenses 2,484,585.”

“The amounts shown on line 2 of part x of this return include the filing organization's interest in a central investment pool maintained by adventist health system sunbelt healthcare corporation, the filing organization's top-tier parent. The investments in the central investment pool are recorded at market value.”

“Transfer to tax-exempt top-tier parent -1,515,804. Tax-exempt bond allocation 15,663. Transfer from tax-exempt related foundation 4,758. Rounding -1. Schedule k-1 ubi amounts not recorded on books -4,615.”

“Although the taxpayer is not required to undergo an audit as set forth in the single audit act and omb circular a-133, the taxpayer is part of a controlled group of organizations that comprise a consolidated financial statement audit. The controlled group's parent is adventist health system sunbelt healthcare corporation (ahsshc), a 501(c)(3) organization. The system of healthcare entities owned and controlled by ahsshc is known as adventhealth. For the year ended december 31, 2024, adventhealth will file a consolidated single audit which will include all entities that are part of the controlled group.”