2012-08-15T10:51:38-05:00 2011-09-30 ERNST & YOUNG US LLP 55 IVAN ALLEN BLVD SUITE 1000 ATLANTA GA 30308 990 2010-10-01 222577711 Norwalk Health Services Corporation NORW 2038522071 24 Stevens Street Norwalk CT 06850 DANIEL DEBARBA 2012-08-14 4048748300 2010 2016-02-24 21:20:13Z Daniel DeBarba 24 Stevens Street Norwalk CT 06850 1744774 false X WWW.NORWALKHOSPITAL.ORG X 1985 CT TO SUPPORT THE MISSION OF NORWALK HOSPITAL ASSOCIATION. 22 20 0 21 745566 673387 0 0 0 0 551577 999208 859961 745566 1411538 1744774 0 0 0 0 0 0 0 0 0 436740 362469 436740 362469 974798 1382305 30381263 28035863 324555 628997 30056708 27406866 To support the mission of Norwalk Hospital Association. false false 362469 0 0 Norwalk Health Services Corporation is the parent company of and provides support services for Norwalk Hospital Association, Norwalk Health Care, Inc., Norwalk Hospital Foundation and Fairfield County Medical Services, Inc. 362469 true false false false false false false false false true false false true true false false true false false true false false false false false false false false true false false false false false false false false false false false false false true true true false false true 0 0 0 true true true BD false false false false false false false false false X 22 20 true false false false false false false true true false false true true true true true false false X Toni Horne 2038522071 24 Stevens Street Norwalk CT 06850 X Ervin Shames Chairman thru 1.0 X X 0 0 0 Diane M Allison ESQ Vice chair 2.0 X X 0 0 0 George P Bauer 1.0 X 0 0 0 Andrew Whittingham 1.0 X X 0 0 0 Joseph Mann 1.0 X X 0 0 0 Fred Afragola 1.0 X 0 0 0 Charles Augenbraun MD 0.0 X 0 0 0 Barbara Butler 1.0 X 0 0 0 Daniel DeBarba 1.0 X X 0 670785 29920 Victor Liss 1.0 X 0 0 0 Michael Marks MD 1.0 X 0 70833 0 David Komansky 1.0 X 0 0 0 David Lehn 1.0 X 0 0 0 Gary Reiner 1.0 X 0 0 0 Roland Stichweh 1.0 X 0 0 0 William J Tamme trustee thru 2.0 X X 0 0 0 Richard Zelkowitz MD 1.0 X 0 0 0 Robert Ready 1.0 X 0 0 0 Thomas Ayoub trustee acting 1.0 X 0 140833 0 Maria Borges-Lopez 1.0 X 0 0 0 Paul Gagne MD 1.0 X 0 0 0 Mark Gudis 1.0 X 0 0 0 Ed Kangas 1.0 X 0 0 0 Ed Mahony 1.0 X 0 0 0 Geoffrey Cole X 0 1248052 46796 0 2130503 76716 0 true true false None 0 0 0 999208 999208 0 0 0 0 0 0 CAPTIVE INSURANCE INCOME 745566 745566 745566 1744774 745566 999208 0 0 0 0 0 0 0 0 0 0 0 0 48000 48000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 7469 7469 0 Taxes 307000 307000 362469 362469 0 0 32317 96219 1299968 275753 1031684 1024215 22369800 20269811 6947462 6645618 30381263 28035863 279555 357365 45000 271632 324555 628997 X 23359028 21067108 6697680 6339758 30056708 27406866 30381263 28035863 X 1382305 -4032147 X false true true X false X X X false false false Norwalk Hospital Association 066068853 03 true 0 1 0 0 937642 937642 362326 275753 86573 0 0 1024215 EQUITY IN UNCONSOLIDATED SUB 305860 CHARITABLE REM AND LEAD TRUSTS 6339758 6645618 0 DUE TO AFFILIATE 271632 271632 FIN 48 Footnote Schedule D, Part X, Line 2 There was no fin 48/asc 740 footnote in the audited financial statements. Central America and the Caribbean 1 0 Program Services Captive Insurance 9175257 1 0 1 0 9175257 9175257 false false true false false false Total Expenditure of the Region Schedule F, Part I, Line 3, Column (F) Norwalk Health Services Corporation (NHSC) maintains insurance coverage through Maple Street Indemnity Company, LTD(MSI), a related organization based in Bermuda. MSI uses the services of a managing agent in Bermuda to maintain all financial books and records for MSI information is reported to MSI in accordance with the requirements of the Bermuda monetary authority. Information received is converted to GAAP based financial reporting and included in the consolidated audit of NHSC. true true false false false false false false false Daniel DeBarba 0 416638 0 210000 0 44147 0 11025 0 18895 0 700705 0 0 Geoffrey Cole 0 202525 0 100247 0 945280 0 30767 0 16029 0 1294848 0 0 Supplemental Compensation Information Schedule J, Part I, line 4a Geoffrey Cole RECEIVED part of a two year severance arrangement based upon his COMPENSATION AT THE TIME OF TERMINATION. THE AMOUNT PAID during the year, $862,249, has BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN B(III). Schedule J, Part I, Line 4B NORWALK HOSPITAL ASSOCIATION (NHA), A RELATED ORGANIZATION OF NORWALK HEALTH SERVICES CORPORATION (NHSC), HAS ESTABLISHED THE NORWALK HOSPITAL SENIOR DEFERRED COMPENSATION PLAN, PRIMARILY FOR THE PURPOSE OF PROVIDING A PROGRAM OF DEFERRED COMPENSATION FOR DANIEL DEBARBA, PRESIDENT AND CEO OF NHA AND NHSC. AMOUNTS PROMISED UNDER THE PLAN ARE BASED ON TARGETED RETIREMENT BENEFITS. THE PAYMENT OF BENEFITS UNDER THE PLAN IS SUBJECT TO VESTING, NO AMOUNTS WERE VESTED OR REPORTED AS TAXABLE INCOME ON MR DEBARBA'S 2010 W2. DESCRIPTION OF RELATIONSHIPS FORM 990, PART VI, LINE 2 CERTAIN MEMBERS OF THE BOARD OF TRUSTEES OF NORWALK HEALTH SERVICES CORPORATION ALSO SERVE AS BOARD MEMBERS OF SWC CORPORATION AND MAPLE STREET INDEMNITY COMPANY LTD. DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 FORM 990, PART VI, QUESTION 11B NORWALK HEALTH SERVICES CORPORATION (NHSC) FORM 990 IS PREPARED WITH THE ASSISTANCE OF ERNST AND YOUNG LLP AND REVIEWED BY NHSC'S INTERNAL MANAGEMENT. FOLLOWING THAT REVIEW, NHSC'S INTERNAL MANAGEMENT PRESENT THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED 990 IS PROVIDED, via email, TO ALL MEMBERS OF THE BOARD OF TRUSTEES PRIOR TO THE FORM BEING FILED WITH THE IRS. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, QUESTION 12C MONITORING THE ORGANIZATION'S CONFLICT OF INTEREST POLICY PROVIDES THAT ANNUALLY, EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL SIGN A STATEMENT AFFIRMING THAT SUCH PERSON RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, READ AND UNDERSTANDS THE POLICY AND AGREES TO COMPLY WITH THE POLICY. ADDITIONALLY, THE SIGNED STATEMENT AFFIRMS THAT THE PERSON UNDERSTANDS NORWALK HEALTH SERVICES CORPORATION IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS TAX-EXEMPT STATUS, NORWALK HEALTH SERVICES CORPORATION MUST ENGAGE IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. ENFORCEMENT FAILURE TO COMPLY WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY SHALL CONSTITUTE GROUNDS FOR REMOVAL OF A PERSON COVERED BY THE POLICY AS A BOARD MEMBER OR BOARD COMMITTEE MEMBER, AND, IN THE CASE OF KEY MANAGEMENT PERSONNEL, TERMINATION OF EMPLOYMENT. WHO IS COVERED? THE ORGANIZATION'S CONFLICT OF INTEREST POLICY COVERS EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS. LEVEL OF DETERMINATION AND REVIEW OF CONFLICTS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 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 EXISTS. THE CHAIRPERSON OF THE GOVERNING BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE IF NORWALK HEALTH SERVICES CORPORATION CAN OBTAIN, WITH REASONABLE EFFORTS, A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST, FOR ITS OWN BENEFIT AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, THE GOVERNING BOARD OR COMMITTEE SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. RESTRICTIONS PLACED ON CONFLICTED PERSONS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE GOVERNING BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY FORM 990, PART VI, LINE 14 NORWALK HEALTH SERVICES CORPORATION IS IN THE PROCESS OF DRAFTING A FORMAL WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY. Offices & Positions for Which Process was Used, & Year Process was Begun Form 990, Part VI, Question 15a NORWALK HEALTH SERVICES CORPORATION (NHSC) DOES NOT RETAIN ANY COMPENSATED EMPLOYEES. THE OFFICERS AND TRUSTEES RECEIVING COMPENSATION ARE EMPLOYEES AND INDEPENDENT CONTRACTORS OF NORWALK HOSPITAL ASSOCIATION (NHA), A RELATED ORGANIZATION OF NHSC. THEREFORE, THEIR COMPENSATION AND BENEFITS ARE DETERMINED BY NHA. Avail of Gov Docs, Conflict of Interest Policy, & Fin Stmts to Gen Public Form 990, Part VI, Question 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION MAKES ITS FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC ON ITS WEBSITE. FORM 990, PART VII HOURS DEVOTED TO RELATED ORGANIZATIONS THE INDIVIDUALS LISTED BELOW WORKED THE FOLLOWING HOURS PER WEEK FOR A RELATED ORGANIZATION DURING THE FISCAL YEAR DANIEL DEBARBA 57 MICHAEL MARKS 52 ERVIN SHAMES 6 DIANE ALLISON 5 GEORGE BAUER 3 ANDREW WHITTINGHAM 3 JOSEPH MANN 2 FRED AFRAGOLA 4 BARBARA BUTLER 4 VICTOR LISS 5 DAVID KOMANSKY 2 DAVID LEHN 4 GARY REINER 3 ROLAND STICHWEH 3 WILLIAM TAMMEE 6 RICHARD ZELKOWITZ 3 THOMAS AYOUB 18 ROBERT READY 4 MARIA BORGES-LOPEZ 2 PAUL GAGNE 2 MARK GUDIS 2 ED KANGAS 2 ED MAHONY 3 OTHER CHANGES IN NET ASSETS OR FUND BALANCES PART XI, LINE 5 TRANSFER TO NHA (1,914,723) NET UNREALIZED LOSSES INV. (1,013,938) DECREASE IN ASSETS HELD IN TRUST (357,920) MSI-MD INCOME (745,566) ------------ LINE 5 - CHANGES IN NET ASSETS (4,032,147) COMPENSATION COMMITTEE SCHEDULE J, PART I, LINE 3 THE COMPENSATION COMMITTEE IS FROM NORWALK HEALTH SERVICES CORPORATION (NHSC) AS PER THE NHSC BYLAWS. Norwalk Hospital Association 24 Stevens Street Norwalk CT 06850 066068853 Health SVCS CT 501(C)(3) 3 NHSC Norwalk Hospital Foundation Inc 24 Stevens Street Norwalk CT 06850 222577707 Fundraising CT 501(C)(3) 7 NHSC Fairfield County Medical ServicesInc 24 Stevens Street Norwalk CT 06850 061522078 Phy PRACTICE CT 501(C)(3) 11b NHA Norwalk Health Care Inc DBA Honey Hill 34 Midrocks Drive Norwalk CT 06851 222577722 Nursing/Rehab CT 501(C)(3) 9 NHSC Advanced Center for Rehab Medicine 24 Stevens Street Norwalk CT 06850 061304799 Inactive CT 501(c)(3) 11b NHSC Maple Street Indemnity Company Ltd 40 Church St PO Box HM 2062 Hamilton HM HX BD 980549862 Insurance BD C-Corp 6800993 36236616 1.00000 SWC Corporation 24 Stevens Street Norwalk CT 06850 222577718 Pharmacy Svcs CT C-Corp 11156123 1342864 1.00000 false false false false false false false false false false false false false false false false true true Norwalk Hospital Association q 1914723 SWC Corporation q 2300000 Norwalk Hospital Association r 180000 TRANSACTION WITH RELATED ORG PART V, LINE 2 NORWALK HOSPITAL ASSOCIATION - METHOD OF DETERMINING AMOUNT INVOLVED: Portion of purchase of NRMC (SWC 40% JV owner) by Norwalk Hospital - Represents SWC interest in NRMC prior to sale, after sale SWC has no value in investment - transferred to parent corporation (NHSC) then from parent corporation to Norwalk Hospital as goodwill SWC CORPORATION - METHOD OF DERERMINING AMOUNT INVOLVED: Transfer from Parent (NHSC) to SWC (100% owned by NHSC) to be used to pay off 40% of NRMC loan as part of the sale of NRMC to Norwalk Hospital