Ever since Save Our Hospital’s first town hall in September 2020, I’ve fancied myself as somewhat of a detective trying to track down $9 million that “disappeared” from Bradford Hospital Foundation’s books in 2016.
Save Our Hospital has been in contact with numerous experts and past hospital employees, researched hundreds of online sources and read and re-read newspaper clippings. We got a billboard, make road signs, sold t-shirts, and tried to keep up a dialogue with the community on the future of health care in Bradford.
But every now and then … someone mentions the missing funds.
A tax document I held aloft at the town hall was a 990 form that non-profit organizations are required to file annually with the IRS. It was thrust into my hands by one of the first people we contacted — a retired yet still frightened hospital employee — who had underlined in yellow two columns of numbers.
Net assets at the beginning of 2016 were $11,351,713; at the end of 2016, $1,965,582.
“Where’s the money $” she had handwritten on the document.
ProPublica, a national organization of investigative journalists, publishes an online tool to search 990 tax forms filed by what are known as “501c3s”— non-profit agencies — named for their section of the tax code.
Perhaps I could find the missing millions? More like Pandora’s box.
TAX FORM 990
The tax form itself contained a single line about the missing money. Schedule O of form 990, part XI, line 9, “settlement of intercompany balances, (minus) -$8,999,564.“
That was it?
Perhaps more important was timing. In 2017, the following year, Bradford formally merged with Olean General Hospital under the umbrella of Upper Allegheny Health System, and we all became a part of Kaleida Health, the giant health care provider in Buffalo, N.Y.
One other thing on the 990 — which seemed odd on first reading — was this passage about the Foundation:
“The bylaws were revised to remove the Foundation operating exclusively for the benefit of, or to carry out the purposes of Bradford Regional Medical Center (BRMC) and such exempt organizations controlled by BRMC.”
It was also stated: “The revision also removed requirement of BRMC to approve actions related to amendments of the foundation’s articles of incorporation and bylaws, the sale, lease or exchange of all or substantially all of the property or assets of the foundation, merger or consolidation with any other corporation, dissolution of the foundation, voting any membership or shareholder interest held by the foundation in any other corporation, any transfer of funds by grant, gift or loan from the foundation to any entity other than BRMC and its affiliates or selection or termination of any members of the board of directors of the Foundation.
“The revision also revised the composition of the board of directors, introducing a nominating committee to recommend new board members and removing the requirements to have the chairman of the board of BRMC and the CEO of BRMC on the board and no longer subject to the approval of the BRMC board of directors.”
Huh.
FOIL REQUEST
I filed a Freedom of Information request for a copy of the Affiliation Agreement which tied together Bradford, Olean, Upper Allegheny Health System and Kaleida Health.
A few things stopped me in my tracks.
Such as: “When the merger becomes effective, the separate existence of Bradford shall cease and said corporation shall be merged into Olean. Olean shall possess all the rights, privileges, powers and franchises of a public as well as a private nature, and be subject to all the restrictions, disabilities and duties of Bradford and all property, real, personal and mixed, and all debts due to or from Bradford on whatever accounts as well as all other things in action or belong to Bradford shall be vested in Olean as the surviving corporation.”
Did people realize the 2017 merger would be the virtual death of Bradford hospital?
Or how about this eye-opener in Olean’s portion of the agreement under Section 904 of the not-for-profit corporation law:
“Any charitable gift transferred after the anticipated merger of Bradford and Olean which is contained in any will or other instrument, in trust or otherwise, made before or after the consolidation, directed to or for the benefit of Bradford, shall inure for the benefit of and be transferred to Olean. …”
The affiliation documents are dated March 29, 2017, conveniently, after the Foundation assets had disappeared from the books. Or, as I put it colloquially, “What’s mine is mine and what’s yours is mine, too.”
My journey to find the missing $9 million was not so much over as, well, meaningless.
I’m the first one to admit I have absolutely no training or background in reading such documents. If someone can challenge this information, I would welcome it. I’ve heard the transaction explained as simply standard accounting practice, something way over my head.
Even now, I keep wishing and hoping that maybe … just maybe … the Foundation money is still intact somewhere I overlooked. Maybe I’m wrong. Maybe somewhere in all the tax filings and merger agreements is a little box, wrapped up in a red bow. “To be opened only in the case of an emergency,” the card would read.
I’ve been told countless times — and I agree — that trying to affix blame can become counterproductive to our goals to save our beautiful little hospital. But as a former newspaper editor, it is hard to shrug off its most basic tenet: transparency. Journalism, at its core, is a search for truth.
And so, I have to ask, did the people from Bradford on the boards of directors understand the documents they were signing? And, did the people who orchestrated this deal fully understand these documents?
A “RED INK” SOLUTION?
Listen: I know Bradford’s board has its own story to tell. I believe they were threatened with a take-it-or-leave-it deal that could have decimated both the Bradford and Olean hospitals. They were told about years of “red ink” and a future that was not financially realistic. They did the best they could.
But I can’t shake the thought of hundreds of people, hospital employees and Bradford residents, who had helped this little hospital stay afloat and thrive since 1885.
And I think of the major donors over the years, probably none as generous as the owners of Zippo, including a purchase of a boiler for the hospital only a few years ago for $750,000. Bradford’s most prominent citizens and good, solid businesses have invested literally millions over many years to provide a beautiful full-service hospital. Their names are still on a “donor wall” in one of the hospital’s main corridors.
But, mostly, I thought of what that $9 million could have meant for Bradford Hospital as it went through some difficult years.
Our fate is now completely out of our hands as we so sadly realized when, in subsequent years, they closed our ICU, our operating room, and tried to eliminate all in-patient beds.
Many critics will say it’s time to let go of the past and, besides, new leaders are at the helm. But how do we simply forgive and forget? How do we trust Olean, Upper Allegheny or Kaleida while watching the situation at Bradford hospital deteriorates further by the day?
It’s time to think of a new way forward for Bradford, free of its poisonous past.
As I write, a song keeps running through my mind. It’s “Pretty Boy Floyd, the Outlaw,” written by legendary folk singer Woody Guthrie:
“Yes, as through this world I’ve wandered
I’ve seen lots of funny men;
Some will rob you with a six-gun
And some with a fountain pen.”
(Marty Wilder is an organizer of Save Our Hospital and lives in Marshburg.)
