Attach to Form 990 or Form 990-EZ.
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 (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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 VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2015 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
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|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part III: | In April 2016, the Boards of WDHS and Massachusetts General Hospital (MGH) voted to have the Hospital become a subsidiary of MGH. Under a letter of intent signed by both organizations, MGH will become the parent organization of the Hospital. The Hospital will become the parent organization of WDPC, WDCHC and the Foundation. At the time of this filing, the definitive agreements were signed and approved by the Boards of WDHS and MGH. The transaction is subject to confirmatory due diligence, and notice to and (where required) approval by state and federal agencies. |
| Form 990, Part VI, Section A, line 4 | The following significant changes were made to Wentworth-Douglass Hospital's bylaws on April 6, 0215: -The article regarding management of the corporation was revised to read that the Board of Trustees must obtain the approval of the Member's Board of Directors before action on certain matters of governance can be considered final. Previously, the filing organization was required to obtain approval of the member organization, but it was not specified that approval must come from the member's Board of Directors. -The following sentence was added to the bylaws as it relates to the Board of Trustees and the organization's management: Nothing herein shall limit the Wentworth-Douglass Health System Board of Directors, as Member, from unilaterally taking any of the actions identified above which impact the Corporation." |
| Form 990, Part VI, Section A, line 6 | Wentworth-Douglass Health System (WDHS), a New Hampshire nonprofit corporation, was formed in 2012 as the result of the corporate restructuring of Wentworth-Douglass Hospital (WDH) into an integrated health system. WDHS serves as the parent company of WDH and its affiliates Wentworth-Douglass Hospital and Health Foundation and Wentworth-Douglass Physician Corporation, all of which are New Hampshire nonprofit corporations that have been recognized as being 501(c)(3) organizations. These corporations share a common mission with WDH. WDHS is intended to act as a supporting organization of WDH, serving in the role of the "parent company" of the Hospital and the affiliates. WDHS is the sole member of WDH. |
| Form 990, Part VI, Section A, line 7a | WDHS will appoint the Board members for WDH. |
| Form 990, Part VI, Section A, line 7b | Wentworth-Douglass Health System has the power to appoint and remove directors of WDH, and all actions pertaining to the property, business, and affairs of WDH, including WDH's annual budget, are subject to the approval of WDHS. |
| Form 990, Part VI, Section B, line 11 | A draft of the Form 990 is initially reviewed in detail by the Finance Committee and key Finance employees. Thereafter, the final draft is presented to the full Board prior to filing with the IRS. Each member of the Board and Finance Committee is provided with a complete draft of the Form 990 in advance of each meeting. |
| Form 990, Part VI, Section B, line 12c | A copy of the Hospital's conflict of interest policy is distributed annually to all officers, trustees, medical staff officers and committee members, and the management team. All are required to report any conflicts and sign, date, and return the policy, whether or not a conflict exists, to confirm compliance. Conflicts are disclosed in accordance with State of New Hampshire RSA 7:19-A in the local newspaper and submitted to the New Hampshire Attorney General. |
| Form 990, Part VI, Section B, line 15 | CEO's Compensation: The CEO's compensation and benefits are reviewed, adjusted, and voted on by all independent members of the Board annually. Every other year, a national independent consulting firm is engaged by the Board to provide comparative market compensation data for executive and management positions at the Hospital. The Board uses the data provided to compare Wentworth-Douglass's CEO compensation with that of other hospital executives nationally and in the Northeast region to determine the CEO's total compensation. On alternate years, when the consulting firm is not engaged, the Board uses salary ranges established the prior year and market economic data to validate that the CEO's salary is competitive and make market adjustments. Additional factors taken into account to determine the CEO's salary are based on several predefined metrics, including patient satisfaction, quality, and financial targets. The CEO is excused from Board discussion and voting on issues surrounding his compensation and benefits. Compensation of Key Employees: The CEO reviews the salaries of key employees annually and recommends compensation based on performance, salary ranges and market competitive data. Compensation data is provided by an independent national consulting firm every other year. The CEO presents salary range data for key employees to the Board annually for approval. Using the Board approved salary range data. The CEO recommends salary increases for vice presidents to the Board for approval and the vice presidents recommend salary increases for Directors and other management positions to the CEO for approval. All compensation for vice presidents and above requires final approval by the independent Board Members. |
| Form 990, Part VI, Section C, line 19 | Wentworth-Douglass Hospital files audited financial statements annually with the New Hampshire Attorney General's Charitable Trust Unit and informs the Director of Charitable Trusts of any pecuniary benefit transactions that have occurred between the Foundation and a board member or officer. Notices of such transactions of $5,000 or more are also published in the local newspaper in accordance with NH RSA 7:19-a, II(d). Current copies of the Bylaws, Conflict Of Interest Policy, and Form 990 are on file with the Charitable Trust Unit. The Organization also makes these documents available upon request. |
| Form 990, Part VI, Section A, Line 1a and Line 1b: | Governing Body and Management: Steven C. Webb is a trustee of the Hospital and an executive at TD Bank. The Hospital maintains operating and payroll accounts with TD Bank. Transactions in 2015 were in excess of $10,000. An exact figure cannot be stated due to daily account activity and balance changes. Both accounts were active prior to Mr. Webb joining the Board and all transactions with TD Bank are at a fair market rate. For 2015, Mr. Webb has been classified as an independent board member. |
| Form 990, Part VII, Section A, Column D: | Reportable Compensation from the Organization: The 2015 compensation reported for Dr. Anne Kalter and Dr. John Novello was paid by a related organization (Wentworth-Douglass Phsycian Corporation) for their full-time services as members of the medical staff. Neither individual is compensated for their services as a trustee of WDH. Dr. Anne Kalter is also a 50% owner of Gynecologic Paradox (formerly Gynecology & Infertility Associates). During 2015, Wentworth-Douglass Hospital made payments to Gynecologic Paradox of $92,707 for consulting services, call services, and rent. These amounts have been reported to her on a 1099 and included in Schedule J, Part II, Column B(iii) and further disclosed on the Hospital's Schedule L, Part IV. Additionally, Dr. Dirksmeier, Dr. Lally, and Dr. Flavin each received a contribution during 2015 to WDH's Call Pay Plan which is available to independent physician contractors who provide on call services to the Hospital. These amounts have been reported in Part VII, Column (F). In 2015, Dr. Lally and Dr. Flavin received distributions from their Call Pay Plan which was reported to them on a 1099-MISC. These distributions have been added to Column D of Part VII of Form 990 and Column B(iii) on Schedule J, Part II. As outlined above, these distributions have been reported in Part VII, Column (F) of prior 990s when they were contributed to each individual's plan. |
| Part IX, Line 24d: | The New Hampshire Medicaid Enhancement Tax (MET) is a tax on net patient service revenue paid by hospitals to the State of New Hampshire (the tax rate for State fiscal year 2016 was 5.45% and was 5.5% for State fiscal year 2015). Hospitals have been paying the MET since 1991, but in previous years, after the State had received matching federal funds, it provided the hospitals uncompensated care payments towards the cost of care of patients without insurance and those covered by Medicaid. The net effect was that most of the MET was returned to the hospitals. Accordingly, in 2010 Wentworth-Douglass Hospital paid $11,257,754 in MET and received $10,520,601 in uncompensated care payments from the State. However, beginning in 2011, the State reduced and/or eliminated payments to the hospitals for uncompensated care. For 2015, Wentworth-Douglass Hospital paid $14,751,461 in MET (see Part IX, line 24d) and recorded $4,815,728 of disproportionate share uncompensated care. |
| Form 990, Part XI, line 9: | Net Loss on Investments in Joint Ventures & Related Organizations -28,537,061. Accrued Earnings in Joint Ventures Owned by Affiliates 507,005. |
| Form 990, Part XII, Line 2c: | Audit Review Process: The Finance Committee oversees the audit process for Wentworth-Douglass Hospital and all related organizations. The audit process for the financial statements did not change from the prior year. Independent accountants performed the audit in both 2014 and 2015. |
| Form 990, Part IX, Column D: | Fundraising expenses: Wentworth-Douglass Hospital and Health Foundation (a related organization) performs all fundraising activities on behalf of Wentworth-Douglass Hospital. All fundraising expenses are reported on the Foundation's separate Form 990. |
| Form 990, Part X, Line 5: | Amounts separately stated on Form 990, Part X, Line 5 represent the net present value expected on the total cumulative premiums paid through 12/31/15 that is expected to be received by the Hospital with respect to supplemental retirement benefits related to split dollar life insurance policies for various disqualified persons listed on Form 990, Part VII and as reported on Schedule L and J. |
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