Attach to Form 990 or Form 990-EZ.
See separate instructions.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) | (iv) Is the organization in col. (i) listed in your governing document? | (v) Did you notify the organization in col. (i) of your support? | (vi) Is the organization in col. (i) organized in the U.S.? | (vii) Amount of monetary support | |||
|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.).. | ||||||
| 11 | Total support (Add lines 7 through 10). | ||||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2009 | (b) 2010 | (c) 2011 | (d) 2012 | (e) 2013 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| Form 990, Part III, Line 4d: Other Program Services Description | OTHER PROGRAM SERVICES 4: Other Program Services include:Emergency Services - Norwalk Hospital provides a comprehensive range of high-quality emergency medical services, for the most critically ill and injured patients, from pre-hospital EMS/paramedic services to an Emergency Department featuring a Level II Trauma Center to a nationally recognized Critical Care Unit. Our Emergency Department features modern lifesaving technology and is staffed by board-certified physicians and experienced nurses with advanced skills. For patients experiencing a stroke, Norwalk Hospital is certified as a Stroke Center by the Joint Commission. For patients experiencing an acute heart attack, Norwalk Hospital is certified as a Primary Angioplasty Center. Once identified as a candidate by EMS or by the emergency physician, a critical pathway ensures the rapid evaluation of the patient and movement to the Cardiac Cath Lab for definitive care to minimize long-term consequences. Norwalk Hospital's Critical Care Unit has been nationally recognized for the exemplary level of care provided. The Unit's nurses have been awarded the Beacon Award for Critical Care Excellence by the American Association of Critical Care Nurses three times. The Emergency Department had 36,190 treated and released visits and 2,870 observation visits for the fiscal year ended 9/30/2014.Cardiovascular Services - Norwalk Hospital offers a premier cardiovascular program to meet the needs of patients with cardiac and vascular problems. Led by a specialist team of cardiologists, interventional cardiologists and vascular surgeons, this program has achieved wide acclaim for providing leading-edge prevention, diagnosis, treatment and rehabilitation of cardiovascular disease. One of Norwalk Hospital's signature clinical services, our cardiovascular program offers outstanding inpatient and outpatient care for those suffering a heart attack or from heart disease, congestive heart failure, angina, atherosclerosis, and vascular conditions, including aortic aneurysms, carotid artery stenosis, deep vein thrombosis and peripheral artery disease. Additionally, The Hospital has on staff several interventional cardiologists who perform diagnostic cardiac catherizations and emergency cardiac angioplasty among other invasive procedures. Our Cardiac Rehabilitation Program helps cardiac patients live life to the fullest and is accredited by the American Association of Cardiovascular and Pulmonary Rehabilitation for providing the highest standard of care. Cardiovascular Services had 1,571 inpatient discharges; 354 Cardiac Lab procedures-including Pacemakers, Defibs, Catherization and Vascular; 1,263 Diagnostic Cardiology procedures; 436 Cardiac Rehabilitation services for the fiscal year ended 9/30/2014.Cancer Services - Norwalk Hospital has a long tradition of providing the very best in cancer care. We are widely recognized for providing excellent outcomes and a multidisciplinary approach to cancer care that brings cancer specialists together to individualize treatments for each patient. We feature highly experienced, nationally acclaimed cancer doctors; the most modern equipment and state-of-the-art treatments; cutting-edge clinical trials testing new ways to treat cancer; counseling, nutrition and integrative medicine services and warmth - an atmosphere of community and true caring. We provide a unique level of support to patients and their families, who require compassion, sensitivity and help with day-to-day affairs to meet the many challenges presented by a cancer diagnosis. Norwalk Hospital is recognized by the Joint Commission as a Center for Excellence for both lung cancer and colorectal cancer care. Norwalk Hospital is home to two exceptional cancer centers - the Whittingham Cancer Center and the Smilow Family Breast Health Center. The Whittingham Cancer Center is nationally accredited as a Comprehensive Cancer Center by the American College of Surgeons and is a member of the Alliance for Clinical Trials in Oncology. Our physicians have academic affiliations with major university hospitals in New York and Connecticut and work closely with those hospitals to coordinate the care of our patients. Our weekly cancer-specific multidisciplinary tumor board brings cancer surgeons, medical oncologists, radiation oncologists, pathologists, radiologists and other physicians together to discuss the optimal management of patient's care. The Smilow Family Breast Health Center provides specialized resources for women with benign breast abnormalities as well as those diagnosed with breast cancer and is accredited by the National Accreditation Program for Breast Cancer (NAPBC). Our experienced staff supports all women with breast concerns throughout screening, diagnosis, treatment and aftercare. Smilow features dedicated breast surgeons and medical oncologists who specialize in, and focus on, treating breast cancer. These physicians meet weekly in a multidisciplinary tumor board to discuss new cases, and coordinate the best care for patients. Our experienced surgeons offer advanced surgical techniques and a large variety of breast reconstruction options. Cancer Services had 661 inpatient discharges including Chemotherapy, Hematology, Medical Oncology, Surgical Oncology and Neuroscience Oncology for the year ended 9/30/2014.Asthma and Pulmonary - Norwalk Hospital's Section of Pulmonary and Critical Care Medicine offers leading-edge treatments for a wide range of pulmonary conditions. Our physicians provide the leadership and bedside care for patients in our nationally recognized Intensive Care Unit. We provide comprehensive diagnostic and therapeutic services to patients with all forms of pulmonary conditions including Asthma, Bronchiectasis, Chronic Bronchitis, Chronic Cough, Chronic Obstructive Pulmonary Disease (COPD), Emphysema, Idiopathic Pulmonary Fibrosis, Interstitial Lung Disease, Lung Cancer, Pulmonary Hypertension, Sarcoidosis, Tuberculosis and other infectious lung diseases. A nationally accredited Sleep Center provides diagnosis and management of the full range of sleep disorders, including sleep apnea and insomnia. The Section of Pulmonary and Critical Care Medicine has 1,099 inpatient discharges for the fiscal year ended 9/30/2014.Rehabilitation Services - Norwalk Hospital offers both inpatient and outpatient rehabilitation services. Accredited by the Joint Commission, we specialize in the comprehensive rehabilitation needs of patients with neurological problems, complex medical problems, those who have sustained multiple trauma and those who have undergone amputations. Norwalk Hospital's Outpatient Rehabilitation service provides treatment for conditions such as Stroke, Traumatic Brain Injury, Spinal Cord Injury, Multiple Sclerosis, Joint Replacements, and Post-Surgical Recovery. Rehabilitation Services had total inpatient discharges of 117 and 9,631 billed outpatient months for the fiscal year ended 9/30/2014.Psychiatry - Norwalk Hospital provides inpatient psychiatric services for adult and geriatric patients. The 20 bed unit provides individualized care for patients with acute psychiatric illness, complex medical-psychiatric illness or a need for dual-diagnosis detoxification. Norwalk Hospital also provides an intensive outpatient program, offering both individual treatment and group therapy. Psychiatry had inpatient discharges of 351 and 9,257 billed months for the fiscal year ended 9/30/2014.Pediatrics - Norwalk Hospital Pediatric Services include the Jeffrey Peter Bauer Newborn Intensive Care Unit (NICU), Pediatric Inpatient Care, Pediatric Subspecialty Care, and the Pediatric Development and Therapy Center. Pediatrics had inpatient discharges of 448 for the fiscal year ended 9/30/2014. Surgical Services - Norwalk Hospital's experienced and expert surgeons perform a wide variety of advanced inpatient and outpatient surgical procedures. Patients have access to state-of-the-art technology and the latest clinically proven surgical techniques. Norwalk Hospital offers advanced surgical centers that include: Advanced Minimally Invasive and Robotic Surgery Center, Comprehensive Joint Replacement Center; Surgical Weight Loss Center. Surgical Services performed 2,076 inpatient surgeries & 5,245 outpatient surgeries for the fiscal year ended 9/30/2014.Radiology - Norwalk Hospital offers a variety of Radiology Services including, CT, PET/CT, CT Lung Screening, Virtual Colonography, MRI and Open MRI, Ultrasound, Bone Density Measurement/Osteoporosis Screening, General Xray, Digital Mammography, Digital Breast Tomosynthesis, Breast MRI and Ultrasound, Stereotactic, MRI-Guided and Ultrasound Guided Breast Biopsy, Nuclear Medicine, Interventional Radiology, Cancer Screening, Stereotactic Radiosurgery, Intensity-Modulated Radiation Therapy (IMRT) and Prostate Cancer Treatment with Radioactive Seeds. Radiology Services performed 66,525 procedures & 909 billed Radiation Therapy months for the fiscal year en |
| Form 990, Part VI, Line 4: Description of Significant Changes to Organizational Documents | On 1/1/2014 Western Connecticut Health Network (WCHN) became the sole corporate member of Norwalk Health Services Corporation, and a corporate affiliation was completed.Certificate of IncorporationArticle IV The Certificate of Incorporation was amended to describe the rights of NHSC, the sole member of NHA (Member), including the right to amend the NHA bylaws (Bylaws), to elect NHAs board of directors (the Board) and appoint individuals to fill vacancies on the Board.Article V The Certificate of Incorporation was amended to provide that in the event of NHAs dissolution, any assets remaining after payment of obligations will be distributed to NHSC. If at the time of NHAs dissolution, NHSC is not exempt, not in existence, or it is unwilling or unable to accept such assets, the remaining assets shall be distributed for use restricted to purposes substantially similar to those set forth in the Certificate of Incorporation.Article VI This Article provides that the Board shall not consist of less than three directors. Article VIII This Article limits the personal liability of the Board members.Article IX This Article indemnifies and advances expenses to directors and permits the Board to indemnify and advance expenses to officers, employees and agents of NHA who are not directors of the Board. NHA also may procure insurance providing for greater indemnification than provided by law.BylawsArticle I Section 1.1 Purpose - The purpose provides that the Bylaws supplement certain provisions of the NHA Certificate of Incorporation and the Connecticut Revised Non stock Corporation Act (the Act) and that NHA is an affiliate of WCHN.Article II Section 2.1 Membership- NHSC is the sole member of NHA and WCHN is the sole corporate member of NHSC. The Member has the rights, privileges and obligations conferred on it by the NHA Certificate of Incorporation, the Bylaws and the Act.Article II Section 2.2 Powers of the Member The Member has the following powers which do not require approval of the Board: (i) amendment of the Bylaws; and (ii) election or removal of a director. The following actions taken for NHA itself and in its capacity as a shareholder or member of a subsidiary (NHA Subsidiary), require approval of the Board and the Member: (i) election and removal of a director of aNHA Subsidiary; (ii) except as otherwise provided in the Bylaws, the election of officers of the Board; (iii) closure of NHA or the closure or material diminution of a material program at NHA; (iv) approval of the capital budget and operating budget of NHA and of any NHA Subsidiary; (v) amendment of the Certificate of Incorporation of NHA or any NHA subsidiary; (vi) amendment of the bylaws or operating agreement of any NHA Subsidiary; (vii) sale, lease, exchange or other disposition of all or substantially all of the property or assets of NHA or any NHA Subsidiary; (viii) approval of the creation of any corporation of which NHA or any NHA Subsidiary is the sole or controlling member or sole or controlling shareholder; the merger or consolidation of NHA or any NHA Subsidiary with another corporation; and the reorganization, liquidation or dissolution of NHA or any NHA Subsidiary; (ix) approval of loans by NHA or any NHA Subsidiary or the incurring of any indebtedness, secured or unsecured, which exceeds $2Million or which has a term longer than one year; (x)approval of policies relating to the control and supervision of the investment of NHAs and any NHA Subsidiary's funds, including but not limited to those funds and properties which may have been donated, bequeathed or devised, or given in trust for the limited or general use of NHA or any NHA Subsidiary; (xi)approval of unbudgeted expenditures in excess of $2Million or any increase in any approved annual operating or capital budget; (xii) approval of any agreement ortransaction of NHA or an NHA Subsidiary involving an amount greater than $2 Million with another individual or entity; (xiii) approval of the affiliation of NHA or anNHA Subsidiary with any other entity for purposes of the joint conduct of business or other purposes, whether in the form of participation in said entity through theholding of stock or by membership or in the form of partnership, joint venture, co-tenancy or any other form of ownership or control; (xiv) creation of any committeewhich shall have the authority to act on behalf of the Board or on behalf of any NHA Subsidiary; (xv)approval of any conveyance of, or the granting of mortgages or trusts on any real property assets of NHA or of any NHA Subsidiary; (xvi) approval of any change to any employee pension or other employee benefit plans of NHA or any NHA Subsidiary (xvii) approval of the adoption of or amendment to the policies and procedures governing: (a) indemnification of directors and officers of NHA or any NHA subsidiary; (b) conflicts or dualities of interest; (c) accounting and investment standards and practices; and (d) such other policies as the Member mayfrom time to time determine; (xviii) approval of the strategic plan of NHA and any NHA Subsidiary; (xix)approval of the engagement in managed care and otherthird party payor contracting on behalf of NHA or any NHA Subsidiary; (xx) approval of any commencement, cessation, location, relocation or consolidation ofsignificant clinical services provided by NHA or any NHA Subsidiary and approval of the filing of any application for a certificate of need by NHA or any NHA Subsidiary; (xxi) approval of system-wide quality, performance and credentialing standards and procedures to which NHA and any NHA Subsidiary is expected toadhere; and (xxii) approval of regulatory compliance and methodology for physician compensation arrangements.Article II Section 2.3 Meetings of Member -The Bylaws provide for annual and special meetings of the Member, as determined by the Board. At each annual meeting or special meeting called for such purpose, the Member shall: (i) appoint directors in accordance with the Bylaws; (ii) receive reports from the NHA directors, officers and committees; and (iii) conduct any other business relating to the affairs of NHA consistent with the rights of the Member.Article III Section 3.1 Authority - The Board of Directors has all corporate powers not reserved to the Member. The activities, properties and affairs of NHA shall be managed by or under the direction of the Board, subject to limitations in the Certificate of Incorporation, which include, but are not limited to: (i) review local quality and service goals and improvement programs; (ii) monitor local quality, service and financial performance; (iii) support management in making local communications with external audiences, including but not limited to, local governments and the media; (iv) support fundraising efforts conducted by the Norwalk Hospital Foundation, Inc.; (v) oversee community benefit programs in the local community; (vi) approve medical staff bylaws and medical staff appointments based on standardized Member applications and review process; and (vii)participate in the search process for President and CEO of NHA, when needed.Article III Section 3.2 Number and Composition - The Board shall have no less than twelve and not more than twenty-five voting directors. Of that number, the President and CEO of NHA, the President and CEO of WCHN and the Chairman of the Board of the Norwalk Hospital Foundation, Inc. shall serve as ex-officio directors and shall be counted for purposes of a quorum and shall have the right to vote. At least one director, other than the President and CEO of WCHN, shall be an individual who also serves on the board of each of WCHN, The Danbury Hospital and the New Milford Hospital. All directors shall be individuals who serve on the board of the Member.Article III Section 3.3 Appointment of Terms of Office - There shall be three classes of directors. Directors are elected at each annual meeting of the Member. Directors terms are for three years. Directors can serve for three consecutive terms on the Board. After serving three consecutive terms, a director may again serve after a one year hiatus from service.Article III Section 3.4 Vacancies -Vacancies occurring on the Board shall be filled by the Member.Article V Committees of the Board - The Committees of the Board include the Nominating Committee and the Budget and Finance Committee. At least annually, the Board, by the affirmative vote of all directors then serving shall appoint a Nominating Committee and a Budget and Finance Committee. NHA shall also participate in the matrix of committees established by WCHN to provide advice to WCHN and its affiliates.Article VI President and CEO - NHA may contract with WCHN for the services of a President and CEO. Following the first anniversary of the Effective Date, WCHNs President and CEO shall have the unilateral authority to hire or fire the NHA President and CEO after obtaining input on such action from the Board, subject to the terms of any |
| Form 990, Part VI, Line 6: Explanation of Classes of Members or Shareholder | As of September 30, 2014 Norwalk Health Services Corporation, Inc.(NHSC) is the sole member of Norwalk Hospital Association (NHA) and appoints NHA's Trustees. On October 1, 2014 NHSC merged into Western Connecticut Health Network (WCHN), WCHN became the sole corporate member of NHA. |
| Form 990, Part VI, Line 11b: Form 990 Review Process | Steven Rosenberg, CFO, will review the 990 prior to it being sent to the IRS. A preliminary 990, is presented to the Audit Committee in June, who reviews it on behalf of the Board. E&Y is on hand to review the 990 with the Audit Committee and answer any questions. Prior to the 990 being filed with the IRS, the Board will receive a full and accurate copy on a secured website for their review. |
| Form 990, Part VI, Line 12c: Explanation of Monitoring and Enforcement of Conflicts | The Organization's Process for Monitoring and Enforcing Conflicts of InterestThe Western Connecticut Health Network and its affiliates' (The Network)Conflict of Interest Policy provides that annually, its Representatives shall sign a statement affirming that they disclosed all potential conflicts, as documented in the Conflict of Interest Policy. In addition, General Counsel is part of the routine contracts review process and watches for potential conflicts with any of The Network's Representatives.Who Is Covered By the PolicyThe Network's Conflict of Interest Policy covers each director, officer and manager of The Network, also referred to as "Representatives". Level At Which Determinations of Whether There Is a Conflict In connection with any actual or possible conflict of interest, an interested person must disclose the facts of the conflict. The Compliance Officer and the Audit Committee review and evaluate each disclosure to determine if there is a conflict of interest. After presentation of a potential transaction or arrangement is made by an interested person, the remaining disinterested Board or Committee members shall decide if a conflict of interest exist. Level That Reviews and Determines What To Do If There Is a ConflictAfter exercising due diligence the full Board would determine what actions should be taken for all conflicts by Officers and Directors. Any conflicts occurring by a manager are reviewed by the Compliance Committee to determine what further action should be taken.Restrictions on The Conflicted PersonNo director having a conflict of interest on any matter shall vote on that matter or be counted in determining the quorum for the meeting at which the vote is taken, even when permitted by law. No Representative having a conflict of interest on any matter shall use his or her personal influence on the matter.If the Board of Directors, in its sole discretion, determines that any Representative has conflicts of interest sufficient in number and/or importance that the effectiveness of such individual on behalf of The Network may be significantly impaired, the Board may ask the individual to resign. |
| Form 990, Part VI, Line 15a: Compensation Review & Approval Process - CEO, Top Management | An outside consulting firm conducts an executive compensation analysis utilizing third party, blinded survey data sources. The consultant then presents findings to the compensation committee of the Board, who decide what action to take, if any, for each executive. This procedure only applies to the President, Vice Presidents, and certain key employees. For those key employees whose salaries are not subject to the compensation committee review, their respective Vice Presidents assess their performance and determine salary increase based on guidelines established by the annual review program and final review ratings. Compensation decisions also employ external market survey data and internal analysis based on Norwalk Hospital Association's salary ranges. This process is undertaken each year. |
| Form 990, Part VI, Line 15b: Compensation Review and Approval Process for Officers and Key Employees | An outside consulting firm conducts an executive compensation analysis utilizing third party, blinded survey data sources. The consultant then presents findings to the compensation committee of the Board, who decide what action to take, if any, for each executive. This procedure only applies to the President, Vice Presidents, and certain key employees. For those key employees whose salaries are not subject to the compensation committee review, their respective Vice Presidents assess their performance and determine salary increase based on guidelines established by the annual review program and final review ratings. Compensation decisions also employ external market survey data and internal analysis based on Norwalk Hospital Association's salary ranges. This process is undertaken each year. |
| Form 990, Part VI, Line 19: Other Organization Documents Publicly Available | Governing documents, conflict of interest policy are available to the public upon request. Financial statements are available to the public on the Hospital's web site and upon request. |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Change in Interest Rate Swap = -$2043924 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Change in Pension Obligation = -$21796757 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Decrease in Ben Interest NHF Temp Restr = -$457669 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Fair Value Adjustment = $16395275 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Increase Ben Interest NHF - Unrestricted = $3125357 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Increase Ben Interrest in NHF - Permanently Restr = $6800 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Net Unrestricted changes in Joint Venture = $1795157 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Norwalk Surgery Center / Joint Venture Income = -$2941038 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Transfer from Norwalk Health Serv Corporation = $36515314 |
| Other Changes In Net Assets Or Fund Balances - Other Increases | Transfer from Norwalk Hospital Foundation = $3443973 |
| Other Changes In Net Assets Or Fund Balances - Other Decreases | Transfer to Norwalk Health Services Corporation = -$7502519 |
| Joint Venture Policy Form 990, Part VI, Section B, Line 16B | While a written policy has not been adopted regarding the evaluation of participation in joint ventures, management follows a procedure in which all possible joint venture arrangements are evaluated under applicable Federal Tax Laws. Management utilized the services of appropriate consultants and legal counsel to evaluate each joint venture opportunity. This evaluation also includes an analysis of how the joint venture will further the Hospital's mission. The hospital has taken all appropriate steps to safeguard its tax exempt status with respects to all joint venture arrangements. Joint venture arrangements are approved by the Board of Trustees |
| Officers and Trustees Form 990, Part VII | Daniel DeBarba was President and CEO thru 12/31/2013. Effective 1/1/2014 he was President of Norwalk Hospital, Danbury Hospital and New Milford Hospital.John Murphy, MD - Chief Executive Officer effective 1/1/2014Ed Kangas - Vice Chairman and Trustee thru 12/31/2013, Trustee only effective 1/1/2014Ed Mahony - Trustee only thru 12/31/2013, Vice Chairman and Trustee effective 1/1/2014Patrick Minicus - Chief Financial Officer and VP Finance thru 12/31/2013, VP Finance Western Connecticut Health NetworkSteven H. Rosenberg - Chief Financial Officer, effective 1/1/2014Andrew Whittingham - Treasurer and Trustee thru 12/31/2013, Trustee only effective 1/1/2014Mark Gudis - Trustee only thru 12/31/2013, Treasurer and Trustee effective 1/1/2014Barbara Butler - Secretary and Trustee thru 12/31/2013, Trustee only effective 1/1/2014Fred Afragola - Trustee only thru 12/31/2013, Secretary and Trustee effective 1/1/2014Joseph Mann - Trustee thru 12/31/2013James Kennedy - Trustee effective 1/1/2014Thomas Ayoub, MD - Trustee and Chief of Staff, compensation received is for services as Chief of Staff of Norwalk Hospital |
| Other Changes in Net Assets or Fund Balance Form 990, Part XI, Line 9 | Fair Value Adjustment - On January 1, 2014 Western Connecticut Health Network (WCHN) became the sole corporate member of Norwalk Health Services Corporation, and a corporate affiliation was completed. All assets and liabilities were revalued to fair value as of January 1, 2014. The $16,395,275 increase in the Hospital's net assets comprised the following (impacting unrestricted net assets):Property, plant and equipment $41,190,025Goodwill (13,843,749)Intangible assets ( 5,760,171)Investment in joint venture ( 627,986)Bond issuance costs, net (1,255,873)Medical malpractice claims reserves 652,000Long-term debt (3,958,971) Total $16,395,275Transfer from Norwalk Health Services Corporation - On September 30, 2014 an agreement was entered into between Norwalk Health Services Corporation (NHSC) and the Hospital under which all of NHSC's cash, investments, and real estate assets were transferred to the Hospital. NHSC's liabilities were also transferred to the Hospital. The transfer consisted of the following:Cash and cash equivalents $ 696,235Investments 26,977,706Beneficial interest in trust 8,007,837Property, plant and equipment 1,075,506Accounts payable (241,970) Total $36,515,314 |
| Part VI Policies, 12a Conflict of Interest Policy | A written conflict of interest policy is in place for Norwalk Health Services Corporation (NHSC) and subsidiaries. The Audit Committee of NHSC approved the conflict of interest policy for NHSC and all subsidiaries, in accordance with the authority delegated to the Audit Committee per the NHSC by laws. Effective 1/1/2014 Western Connecticut Health Network (WCHN) became the sole corporate member of NHSC and a corporate affiliation was completed. NHSC and all subsidiaries are now covered under the policies of WCHN and as such, the conflict of interest policy applies to Norwalk Hospital Association as of 1/1/2014. |
| Part VI Policies, 13 Whistleblower Policy | A written whistleblower policy is in place for Norwalk Health Services Corporation (NHSC) and subsidiaries. Effective 1/1/2014 Western Connecticut Health Network (WCHN) became the sole corporate member of NHSC and a corporate affiliation was completed. NHSC and all subsidiaries are now covered under the policies of WCHN and as such, the whistleblower policy applies to Norwalk Hospital Association as of 1/1/2014. |
| Part VI Policies, 14 Document Retention & Destruction Policy | Effective 1/1/2014 Western Connecticut Health Network (WCHN) became the sole corporate member of NHSC and a corporate affiliation was completed. NHSC and all subsidiaries are now covered under the policies of WCHN and as such, the written documentation and destruction policy applies to Norwalk Hospital Association as of 1/1/2014. |
| Significant Changes to Governing Documents Form 990 Part VI Section A | On September 11, 2014 the following governance changes were approved for Norwalk Hospital Association (NHA) as a result of the merger of New Milford Hospital, Inc (NMH) with and into The Danbury Hospital and the merger of Norwalk Health Services Corporation (NHSC) with and into Western Connecticut Health Network (WCHN):Certificate of IncorporationThe member of NHA is being changed to reflect that WCHN will now act directly asthe member. Article VI is also being amended to reflect that the Corporation has both elected and ex-officio directors. No other changes to the certificate of incorporation were made.BylawsReferences to NHSC and NMH have been deleted. In addition, the following changes were made:Section 2.2 We are revising the powers of WCHN as member to allow WCHN to take additional actions without requiring approval of the Board of the NHA. The following actions were added to the list of actions taken by WCHN directly for NHA: Approval of changes to qualified and non-qualified benefit plans Approval of policies, including policies on indemnification, conflict of interest, and accounting and investment standards Approval of quality, performance and credentialing standards Approval of physician compensation methodologySection 2.2 was further amended to delete the requirement that WCHN approve managed care contracts and filing of a certificate of need. Approval of a certificate of need is not legally required and WCHN is required to approve any changes in clinical services. Thus, approval of the actual filing for a certificate of need was deemed duplicative.Section 2.2 is also being amended to delete the requirement that NHA's approval of an action must be accomplished before WCHNs approval of the same action. This change will facilitate approvals when meetings cannot be scheduled to allow NHA to meet prior to WCHNs meeting.Section 3.2 The revisions to this article deleted the requirement that the Presidentand CEO of WCHN serve as one of the two directors who are required to also serve as a director of WCHN and The Danbury Hospital.Section 5.2 The Nominating Committees name is being changed to the Board Development Committee. The committee's responsibilities are being clarified to include new director orientation, board education and board evaluation.Article VII The revisions to this article will allow the Chief Financial Officer ofWCHN to serve as NHA's Treasurer, ex-officio. The Treasurer will have authority to exercise investment management decisions for the NHA, provided that the Treasurer reports regularly to the directors and exercises such authority in accordancewith the investment policies of NHA and in consultation with WCHNs Finance Committee. |
| Software ID: | 13000170 |
| Software Version: | 2013v4.0 |