2012-11-09T15:44:13-06:00 2011-12-31 043138777 PKF PC 300 CROWN COLONY DRIVE SUITE 400 QUINCY MA 02169 990 2011-01-01 043397450 HARVARD VANGUARD MEDICAL ASSOCIATES INC HARV 6175598181 275 GROVE STREET NO 3-300 NEWTON MA 02466 THOMAS M CONGORAN 6175598181 2012-11-05 1 ROBERT V DANDROW P00294799 6174220007 2012-11-05 2011 2016-02-24 21:20:13Z H EUGENE LINDSEY 275 GROVE STREET NO 3-300 NEWTON MA 02466 1352649314 0 X WWW.HARVARDVANGUARD.ORG X 1997 MA WE CARE FOR PATIENTS COMPASSIONATELY AND EFFECTIVELY, WITH THE HIGHEST MEDICAL AND ETHICAL STANDARDS. WE BUILD A BETTER FUTURE FOR OUR COMMUNITIES THROUGH TEACHING, LEADERSHIP IN HEALTH CARE INNOVATION, AND PHILANTHROPY. 10 3 5166 0 294208 -23562 44284 113619 1275208465 1321459939 1295033 2337607 8502008 8812066 1285049790 1332723231 56704 0 0 0 444523260 477191645 0 0 0 812201647 814553353 1256781611 1291744998 28268179 40978233 455110441 597716711 311626162 428989496 143484279 168727215 X WE CARE FOR PATIENTS COMPASSIONATELY AND EFFECTIVELY, WITH THE HIGHEST MEDICAL AND ETHICAL STANDARDS. WE BUILD A BETTER FUTURE FOR OUR COMMUNITIES THROUGH TEACHING, LEADERSHIP IN HEALTH CARE INNOVATION, AND PHILANTHROPY. 0 0 1208301864 1326080119 IN 2011 HARVARD VANGUARD PROVIDED MEDICAL, PREVENTATIVE AND OTHER CLINICAL SERVICES TO ITS APPROXIMATELY 420,000 PATIENTS THROUGH 1,817,277 PATIENT VISITS (INCLUDING 123,006 MEDICAID VISITS AND 297,209 MEDICARE VISITS). HARVARD VANGUARD WORKS WITH THE OTHER PARTICIPATING ORGANIZATIONS OF ATRIUS HEALTH, INC. TO IMPROVE THE QUALITY OF HEALTH CARE SERVICES PROVIDED TO PATIENTS IN EASTERN AND CENTRAL MASSACHUSETTS THROUGH CLINICAL INTEGRATION AND THE IMPLEMENTATION OF A UNIFIED ELECTRONIC MEDICAL RECORD SYSTEM. HARVARD VANGUARD PARTICIPATED IN EDUCATIONAL AND TRAINING PROGRAMS FOR MEDICAL STUDENTS AND MEDICAL RESIDENTS AND FOR OTHER HEALTHCARE PROFESSIONALS INCLUDING PHYSICIAN ASSISTANTS AND NURSES, SUCH PROGRAMS INCLUDED 184 CLINICIAN TEACHERS. HARVARD VANGUARD CONDUCTED CLINICAL RESEARCH ACTIVITIES WHICH WILL IMPACT THE COMMUNITIES AT LARGE. 1208301864 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 1 223 0 5166 1 1 1 0 0 0 0 0 0 0 0 0 X 10 3 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X JEFFREY SAVASTANO 6175598181 275 GROVE STREET SUITE 3-300 NEWTON MA 024662275 X DANIEL C BURNES MD 44.40 X 382656 6000 76983 GERARD COX 4.00 X 26950 0 0 HELEN DAJER CNM 40.00 X 150752 0 15490 ELIZABETH Z FEIN 50.00 X 183902 0 32936 GLADYS M GIBBS MD 50.00 X 322748 0 41463 JAMES HOYTE 4.00 X 0 0 0 JOHN V INGARD MD 40.00 X 246206 0 88926 HIKARU ISIHARA MD 50.00 X 264235 6000 82829 BARBARA KIVOWITZ 4.00 X 0 0 0 ADELE LANGEVIN 4.00 X 0 0 0 NOELLE S LAWLER PA-C MHP 50.00 X 162953 0 39647 JOSEPH MCCABE MD 50.00 X 260657 0 85871 DANIEL H SLATER MD 50.00 X 275001 0 99488 RANDY SUSAN STONE 4.00 X 18550 0 0 LESLIE TESO-LICHTMAN 4.00 X 14075 0 0 LORI WROBLE MD 50.00 X 317212 0 56664 THOMAS M CONGORAN 50.00 X 214152 321228 225749 H EUGENE LINDSEY MD 50.00 X 152923 458768 263933 KIMBERLY L NELSON 50.00 X 132867 246753 157714 LESLIE E SCHWAB MD 50.00 X 504443 0 240198 LELAND J STACY 50.00 X 157965 157965 160040 MARY M DAWLEY 50.00 X 467505 0 186852 DANIEL D MORIARTY 50.00 X 35141 316277 193058 MICHAEL K PINNOLIS 50.00 X 535439 0 223951 LOUIS A BLEY MD 50.00 X 829813 0 113089 RALPH IANNUZZI MD 50.00 X 845689 0 58712 KAI MITHOEFER MD 50.00 X 761462 0 80385 JAMES E PHILLIPS MD 50.00 X 800910 0 102586 YVONA TRNKA MD 50.00 X 722974 0 120037 RICHARD MARSHALL MD 37.50 X 209882 0 61197 8997062 1512991 2807798 923 1 1 0 ALLIANCE ONCOLOGY LLC PO BOX 6600 NEWPORT BEACH CA 92658 ONCOLOGY SERVICES 3739145 UMASS MEMORIAL MEDICAL CENTER PO BOX 15492 WORCESTER MA 01615 LABORATORY SERVICES 3268312 AMERICAN CLEANING COMPANY PO BOX 390702 CAMBRIDGE MA 02139 CLEANING SERVICES 2268345 EPIC PO BOX 88314 MILWAUKEE WI 53288 INFORMATION SYSTEMS SUPPORT 2162740 COMMONWEALTH HEMATOLOGY ONCOLOGY PC 10 WILLARD STREET QUINCY MA 02169 HEMATOLOGY/ONCOLOGY SERVICES 2012810 53 113619 72390 113619 CAPITATION FEES 621110 921764753 921764753 FEE FOR SERVICE 621110 326867243 326698849 168394 OTHER 621110 38288358 38288358 MEDICARE/MEDICAID 621110 31848910 31848910 PROGRAM RELATED INVEST 621500 2690675 2690675 1321459939 2866832 2866832 4023492 0 4023492 4023492 125814 3897678 19396858 19926083 -529225 -529225 -529225 SUBPART F - FORM 5471 524298 4788574 4788574 4788574 1332723231 1326080119 294208 6235285 9244084 7393329 1850755 369388545 330713742 38674803 30386941 27140825 3246116 45489868 41055697 4434171 22682207 20259157 2423050 980972 521828 459144 226500 226500 515473418 503202562 12270856 1499392 143338 1356054 41509295 38410681 3098614 12026644 325312 11701332 38148467 35941404 2207063 902417 592279 310138 507579 220742 286837 22593618 21786977 806641 21814624 21737933 76691 PHARMACY EXPENSE 132973818 132973818 MEDICAL SUPPLIES 20642965 20628596 14369 BAD DEBT EXPENSE 5253644 5253644 1291744998 1208301864 83443134 0 55678 64462 113534816 142203597 46836133 47409518 11963061 11225505 5612452 85886638 371996000 161893111 208941921 210102889 59298921 84702807 3527868 3104193 5339591 13017102 455110441 597716711 177352033 284354297 2266581 2169615 115015000 111535000 566029 16426519 30930584 311626162 428989496 X 143484279 168727215 143484279 168727215 455110441 597716711 X 40978233 -15735297 X 0 1 1 X 1 1 X 15731 44284 113619 173634 1006095065 1089653913 1246432091 1275041613 1321291545 5938514227 1006095065 1089653913 1246447822 1275085897 1321405164 5938687861 0 0 0 5938687861 9873056 10091595 6577113 9763627 11678898 47984289 9873056 10091595 6577113 9763627 11678898 47984289 1015968121 1099745508 1253024935 1284849524 1333084062 5986672150 0.99200 0.99200 0.00800 0.00800 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 23710000 23710000 174531635 40307352 134224283 53548619 40002752 13545867 114869334 81583007 33286327 5336412 5336412 210102889 OBLIGATION ON INTEREST RATE SWAP 22163855 PAYABLE TO RELATED ENTITY - DEDHAM MEDICAL ASSOCIATES, INC. 1321818 PAYABLE TO RELATED ENTITY - SOUTH SHORE MEDICAL CENTER, INC. 1694003 PAYABLE TO RELATED ENTITY - GRANITE MEDICAL GROUP, INC. 450593 PAYABLE TO RELATED ENTITY - VENTURE 2-BRN, LLC 3579743 PAYABLE TO RELATED ENTITY - SOUTHBORO MEDICAL GROUP, INC. 1190157 PAYABLE TO RELATED ENTITY - VENTURE 4 WW2, LLC 530415 30930584 1332723231 1291744998 40978233 -10914539 -4820758 -15735297 25242936 1327196527 -665740 -665740 1327862267 4860964 4860964 1332723231 1291672608 0 1291672608 72390 72390 1291744998 PART XI, LINE 8 - OTHER ADJUSTMENTS: CRICO SUBPART F INCOME - INCOME FOR FORM 990, NOT FOR FINANCIAL REPORTING -4,788,574. CHANGE IN INTEREST IN AFFILIATE -32,184. TOTAL TO SCHEDULE D, PART XI, LINE 8: -4,820,758. X X X X 0 1 0 0 0 0 0 0 0 DANIEL C BURNES MD 367008 6000 0 0 15648 0 55299 0 21684 0 459639 6000 21581 0 HELEN DAJER CNM 150111 0 0 0 641 0 11593 0 3897 0 166242 0 0 0 ELIZABETH Z FEIN 169795 0 7548 0 6559 0 22269 0 10667 0 216838 0 25998 0 GLADYS M GIBBS MD 174146 0 8164 0 140438 0 25417 0 16046 0 364211 0 119389 0 JOHN V INGARD MD 211764 0 11528 0 22914 0 58179 0 30747 0 335132 0 30679 0 HIKARU ISIHARA MD 256950 6000 0 0 7285 0 56743 0 26086 0 347064 6000 16438 0 NOELLE S LAWLER PA-C MHP 146152 0 11565 0 5236 0 38330 0 1317 0 202600 0 16565 0 JOSEPH MCCABE MD 239360 0 7790 0 13507 0 58616 0 27255 0 346528 0 28556 0 DANIEL H SLATER MD 250106 0 6623 0 18272 0 69257 0 30231 0 374489 0 28287 0 LORI WROBLE MD 308824 0 7166 0 1222 0 52662 0 4002 0 373876 0 0 0 THOMAS M CONGORAN 156776 235164 52067 78100 5309 7964 78023 117035 12276 18415 304451 456678 61867 92800 H EUGENE LINDSEY MD 106418 319253 43187 129560 3318 9955 59340 178020 6643 19930 218906 656718 49792 149375 KIMBERLY L NELSON 100455 186560 29700 55157 2712 5036 53169 98742 2031 3772 188067 349267 36366 67536 LESLIE E SCHWAB MD 347814 0 141597 0 15032 0 211624 0 28574 0 744641 0 164097 0 LELAND J STACY 116205 116205 37402 37402 4358 4358 66945 66945 13075 13075 237985 237985 45505 45505 MARY M DAWLEY 334066 0 100129 0 33310 0 173875 0 12977 0 654357 0 120623 0 DANIEL D MORIARTY 28926 260336 5376 48387 839 7554 17137 154237 2168 19516 54446 490030 7260 65337 MICHAEL K PINNOLIS 400069 0 126863 0 8507 0 196552 0 27399 0 759390 0 0 0 LOUIS A BLEY MD 811257 0 0 0 18556 0 75384 0 37705 0 942902 0 41576 0 RALPH IANNUZZI MD 817173 0 8206 0 20310 0 54962 0 3750 0 904401 0 13944 0 KAI MITHOEFER MD 734990 0 24150 0 2322 0 75459 0 4926 0 841847 0 36158 0 JAMES E PHILLIPS MD 782354 0 0 0 18556 0 76343 0 26243 0 903496 0 38188 0 YVONA TRNKA MD 700946 0 11996 0 10032 0 86846 0 33191 0 843011 0 52336 0 RICHARD MARSHALL MD 189996 0 8938 0 10948 0 47034 0 14163 0 271079 0 20338 0 PART I, LINE 4B PART I, LINE 4B: SCHEDULE J, QUESTION 4B - INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A WHO PARTICIPATED IN, OR RECEIVED PAYMENT FROM, A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN - 2011 ALLOCATION LOUIS A. BLEY - $15,000; RALPH A. IANNUZZI - $15,000; KAI MITHOEFER - $15,000; JAMES E. PHILLIPS - $15,000; DANIEL SLATER - $15,000; LORI A. WROBLE - $15,000 MA HEALTH & ED FACILITIES AUTHORITY 042456011 57586CCZ6 2004-07-01 38680000 FINANCE ACQUISITION OF 4 PRACTICE FACILITIES 0 0 0 MA HEALTH & ED FACILITIES AUTHORITY 042456011 57586CQR9 2007-03-30 88895000 FINANCE ACQUISITION OF A PRACTICE FACILITY 0 0 0 2004 0 0 1 1 2007 0 0 1 1 0 1 0 0 0.03000 0.03000 1 0 0 0 0 0.00000 0.00000 1 0 1 1 BANK OF AMERICA 25.000000000000 0 0 0 0 0 0 1 1 J P MORGAN & BANK OF AMERICA 24.700000000000 0 0 0 0 0 X 72390 FMV WITH QUANT. DISC 0 0 0 FORM 990, PART VI, SECTION A, LINE 4 UNDER DATE OF FEBRUARY 14, 2012 HARVARD VANGUARD MEDICAL ASSOCIATES, INC. ("HVMA") AMENDED AND RESTATED ITS BY-LAWS. THE FOLLOWING IS A DESCRIPTION OF THE SUBSTANTIVE CHANGES. ARTICLE II, SECTION 2.02 SETS FORTH THE POWERS OF THE CORPORATE MEMBER (ATRIUS HEALTH, INC.). SECTION 2.02.2 (B) PROVIDED FOR THE CORPORATE MEMBER TO APPROVE, OR DISAPPROVE, THE SELECTION OR REMOVAL OF AT LEAST SIXTY PERCENT (60%) OF THE VOTING MEMBER TRUSTEES AND THE APC TRUSTEES BOTH AS DEFINED IN SECTION 4.02(B) AND (D) OF HVMA'S BYLAWS. AS REVISED, THE CORPORATE MEMBER HAS THE AUTHORITY TO APPROVE, OR DISAPPROVE, THE SELECTION OR REMOVAL OF MORE THAN FIFTY PERCENT (50%) BUT LESS THAN EIGHTY PERCENT (80%) OF THE TRUSTEES AS DEFINED IN SECTION 4.02 OF THE BYLAWS PROVIDED THE TRUSTEES PRESENTED FOR APPROVAL SHALL INCLUDE ANY INDIVIDUAL APPOINTED BY HVMA TO SERVE AS A PHYSICIAN TRUSTEE/MEMBER OF THE CORPORATE MEMBER AND NO TRUSTEE, DIRECTOR, AGENT OR EMPLOYEE OF THE CORPORATE MEMBER MAY SERVE AS A TRUSTEE OF HVMA, UNLESS INCLUDED WITHIN THOSE TRUSTEES APPROVED BY THE CORPORATE MEMBER AS NOTED IN THE BYLAWS. ARTICLE IV, SECTION 4.02 SETS FORTH THE NUMBER AND QUALIFICATIONS OF HVMA TRUSTEES. SECTION 4.02 PROVIDED THAT THE BOARD OF TRUSTEES CONSIST OF BETWEEN 11 TO 13 TRUSTEES, COMPRISED OF SIX (6) VOTING MEMBER TRUSTEES, NO LESS THAN THREE (3) AND NO MORE THAN FIVE (5) INDEPENDENT TRUSTEES, AND TWO (2) ADVANCED PRACTICE TRUSTEES ("APC TRUSTEES"). AS AMENDED, THE BOARD OF TRUSTEES CONSISTS BETWEEN 13 TO 15 TRUSTEES, WITH THE INCREASE IN THE NUMBER OF INDEPENDENT TRUSTEES TO NO LESS THAN FIVE (5) AND NO MORE THAN SEVEN (7) INDEPENDENT TRUSTEES. THE AMENDED BYLAW CLARIFIED THAT THE APPOINTMENT OF INDEPENDENT TRUSTEES IS SUBJECT TO THE APPROVAL OF HVMA'S CORPORATE MEMBER AND PROVIDED THAT THE APPOINTMENT OF INDEPENDENT TRUSTEES IS EFFECTED BY A MAJORITY VOTE OF THE TRUSTEES. ARTICLE IV, SECTION 4.03 PROVIDED THAT ALL CATEGORIES OF TRUSTEES COULD BE RE-ELECTED FOR AN UNLIMITED NUMBER OF TERMS. AS REVISED, APC TRUSTEES AND INDEPENDENT TRUSTEES MAY BE APPOINTED FOR NO MORE THAN THREE CONSECUTIVE THREE-YEAR TERMS. FORM 990, PART VI, SECTION A, LINE 6 HARVARD VANGUARD MEDICAL ASSOCIATES, INC. (THE CORPORATION) HAS THREE CLASSES OF MEMBERS: 1. THE CORPORATE MEMBER (ATRIUS HEALTH, INC.) - THE CORPORATE MEMBER CAN BE REMOVED ONLY IF HARVARD VANGUARD IS REMOVED, BY THE CORPORATE MEMBER, AS A PARTICIPATING ORGANIZATION IN THE ATRIUS HEALTH SYSTEM. THE CORPORATE MEMBER HAS CERTAIN DEFINED APPROVAL RIGHTS OF THE ACTIONS OF THE CORPORATION. 2. THE FOUNDING MEMBERS (ALSO REFERRED TO AS THE VOTING MEMBER TRUSTEES OR THE PHYSICIAN TRUSTEES) ARE THE PHYSICIAN TRUSTEES ELECTED TO THE BOARD BY THE VOTING MEMBERS OF THE CORPORATION (DEFINED BELOW) WHO HAVE CERTAIN STATUTORY POWERS AND OTHER POWERS DEFINED IN THE BYLAWS. 3. THE VOTING MEMBERS OF THE CORPORATION (VMOC)- VMOCS ARE THE PHYSICIAN OR DENTIST EMPLOYEES OF THE CORPORATION WHO MUST (A) BE AN EMPLOYEE OF THE CORPORATION IN GOOD STANDING; (B) HAVE A MINIMUM WORK SCHEDULE REQUIREMENT OF .5 FTE; (C) BE EMPLOYED BY THE CORPORATION FOR AT LEAST 2 YEARS. FORM 990, PART VI, SECTION A, LINE 7A THE VOTING MEMBERS OF THE CORPORATION ELECT THE PHYSICIAN TRUSTEES (ALSO KNOWN AS THE FOUNDING MEMBERS AND THE VOTING MEMBER TRUSTEES). FORM 990, PART VI, SECTION A, LINE 7B MOST MAJOR DECISIONS OF THE BOARD MUST BE APPROVED BY THE CORPORATE MEMBER. THE CORPORATE MEMBER MUST APPROVE ALL BUDGETS, PLANS, AND MATERIAL CHANGES; APPROVE ALL PROGRAM CHANGES; APPROVE ANY AMENDMENT TO THE ARTICLES OF ORGANIZATION AND OR BY-LAWS; APPROVE COMPENSATION STRUCTURES AND RANGES FOR DIRECTORS, PHYSICIANS, SENIOR MANAGERS AND OTHER PROFESSIONALS; AND, IN GENERAL APPROVE ANY OTHER ACTIONS NOT IN THE NORMAL COURSE OF BUSINESS. IN ADDITION TO POWERS PROVIDED BY LAW, THE ARTICLES OF ORGANIZATION AND HARVARD VANGUARD'S BYLAWS, THE CORPORATE MEMBER HAS AUTHORITY TO: (A) LEVY ASSESSMENTS TO COVER THE CORPORATE MEMBER'S COSTS OF OPERATIONS; (B) APPROVE, OR DISAPPROVE, THE SELECTION OR REMOVAL OF MORE THAN FIFTY PERCENT (50)%, BUT LEAA THAN EIGHTY PERCENT (80%) OF HARVARD VANGUARD'S TRUSTEES AND, ACT AS HARVARD VANGUARD'S EXCLUSIVE AGENT FOR PURPOSES OF NEGOTIATING PAYOR CONTRACTS FOR HARVARD VANGUARD AND THE OTHER PARTICIPATING ORGANIZATIONS AS DEFINED IN THE CORPORATE MEMBER'S BYLAWS. UPON DISSOLUTION OF HARVARD VANGUARD, THE NET ASSETS OF HARVARD VANGUARD WILL BE DISPOSED OF TO ATRIUS HEALTH, INC. PROVIDED IT IS THEN EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE VOTING MEMBER TRUSTEES (ALSO KNOWN AS FOUNDING MEMBERS AND PHYSICIAN TRUSTEES) HAVE CERTAIN DEFINED POWERS AS SET FORTH IN THE BYLAWS INCLUDING: (A) AMENDMENT OF THE CORPORATION'S ARTICLES OF ORGANIZATION; (B) AMENDMENT OF THE CORPORATION'S BYLAWS; (C) SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS; (D) MERGER OR CONSOLIDATION OF THE CORPORATION WITH ANOTHER CORPORATION; AND (E) HAVE THE POWERS RESERVED TO MEMBERS SET FORTH IN CHAPTER 180 OF THE MASSACHUSETTS GENERAL LAWS. THESE ACTIONS ARE SUBJECT TO THE APPROVAL OF THE CORPORATE MEMBER AS DESCRIBED ABOVE. CERTAIN OF THE INDEPENDENT TRUSTEES SERVE AS THE MEMBERS OF THE COMPENSATION COMMITTEE FOR THE CORPORATION. THE CORPORATIONS BY-LAWS DIRECT THE COMPENSATION COMMITTEE TO: (I) CONSULT WITH A NATIONALLY RECOGNIZED COMPENSATION CONSULTING COMPANY TO ASSIST IT IN DETERMINING THAT SUCH COMPENSATION RANGES AND STRUCTURE ARE REASONABLE (AS DEFINED BY APPLICABLE INTERNAL REVENUE SERVICE REGULATIONS AND RULINGS); (II) ADOPT AND IMPLEMENT POLICIES AND PROCEDURES CONSISTENT WITH SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME, AND THE REGULATIONS ISSUED THEREUNDER. FORM 990, PART VI, SECTION B, LINE 11 ATRIUS HEALTH ENGAGED AN OUTSIDE TAX/ACCOUNTING FIRM TO REVIEW AND PREPARE THE FORM 990 FOR HARVARD VANGUARD. AN INTERNAL TEAM AT HARVARD VANGUARD INCLUDING STAFF FROM LEGAL, ACCOUNTING, AND HUMAN RESOURCES DEPARTMENTS WORK CLOSELY WITH THE OUTSIDE FIRM TO PREPARE THE DOCUMENT. ALL INFORMATION ON THE 990 RELATING TO COMPENSATION (INCLUDING PART VI, PART VII, AND SCHEDULE J) IS FORMALLY REVIEWED AND APPROVED BY THE HARVARD VANGUARD COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES, WHICH IS COMPOSED OF INDEPENDENT TRUSTEES, AND BY THE COMPENSATION COMMITTEE OF ATRIUS HEALTH (HVMA'S CORPORATE MEMBER), WHICH IS COMPOSED OF INDEPENDENT TRUSTEES. IN ADDITION, THE ATRIUS HEALTH AUDIT & COMPLIANCE COMMITTEE, ACTING IN ITS DELEGATED ROLE TO OVERSEE THE PREPARATION OF HARVARD VANGUARD'S 990, FORMALLY REVIEWS AND APPROVES THE 990. A DRAFT 990 IS PROVIDED TO THE MEMBERS OF THE AUDIT & COMPLIANCE COMMITTEE IN ADVANCE OF A MEETING WHERE THE OUTSIDE FIRM PRESENTS MAJOR HIGHLIGHTS AND ISSUES (IF ANY). THEN, A FINAL DRAFT 990 IS PROVIDED TO THE FULL BOARD OF TRUSTEES OF HARVARD VANGUARD BEFORE FILING. FORM 990, PART VI, SECTION B, LINE 12C ARTICLE 11 OF HARVARD VANGUARD'S BY-LAWS, TITLED "CONFLICTS OF INTEREST", CONTAINS HARVARD VANGUARD'S POLICY AND COMPLIANCE PROCEDURES. HARVARD VANGUARD OFFICERS, DIRECTORS OR TRUSTEES, AND KEY EMPLOYEES ARE REQUIRED TO DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS AS DEFINED BY THE POLICY AND THE IRS. OFFICERS, TRUSTEES, AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICTS OF INTEREST DISCLOSURE FORM. THE RESPONSES ARE REVIEWED BY THE GENERAL COUNSEL. IN THE EVENT A CONFLICT IS DISCLOSED THE GENERAL COUNSEL REVIEWS SUCH CONFLICT WITH THE CHAIR OF THE BOARD OF TRUSTEES AND THE CHAIR OF THE GOVERNANCE COMMITTEE. IN ACCORDANCE WITH THE CONFLICTS OF INTEREST POLICY, ANY SUCH DISCLOSURE THAT MEETS THE DEFINITION OF A POTENTIAL CONFLICT IS REVIEWED BY THE BOARD OF TRUSTEES AND ADDRESSED AS DIRECTED BY THE BOARD. IN ACCORDANCE WITH THE POLICY, OFFICERS, TRUSTEES AND KEY EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL CONFLICT OF INTEREST THAT ARISES DURING THE YEAR AND ANY SUCH POTENTIAL CONFLICT WOULD BE REVIEWED IN ACCORDANCE WITH THE PROCESS NOTED ABOVE. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION PROGRAMS FOR THE HARVARD VANGUARD MEDICAL ASSOCIATES OFFICERS AND KEY EMPLOYEES AND THE PHYSICIAN COMPENSATION MODELS ARE PREPARED IN COMPLIANCE WITH IRS GUIDELINES. COMPENSATION RECOMMENDATIONS ARE MADE BASED ON A PAY FOR PERFORMANCE COMPENSATION MODEL AND A COMPENSATION PHILOSOPHY APPROVED BY THE HARVARD VANGUARD COMPENSATION COMMITTEE WHICH IS MADE UP OF INDEPENDENT TRUSTEES. THE INDEPENDENT COMPENSATION COMMITTEE DETERMINES COMPENSATION FOR ALL OFFICERS AND KEY EMPLOYEES BASED ON RESEARCH AND STATEMENTS OF REASONABLENESS FROM NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS TO ASSIST THEM IN DETERMINING THE MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION. THE KEY CRITERIA FOR THE OFFICERS, KEY EMPLOYEES AND PHYSICIANS ARE MARKET COMPETITIVENESS AND INDIVIDUAL PERFORMANCE. COMPENSATION DECISIONS BY THE COMMITTEE ARE MADE IN ADVANCE OF IMPLEMENTATION, AND ARE PROPERLY DOCUMENTED ON A TIMELY BASIS IN COMMITTEE MINUTES. ALL COMPENSATION DECISIONS RELATED TO OFFICERS AND KEY EMPLOYEES AND THE PHYSICIAN COMPENSATION MODELS MUST BE APPROVED BY THE HARVARD VANGUARD COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES AND BY HVMA'S CORPORATE MEMBER. STIPENDS ARE AWARDED TO THE TRUSTEES OF THE CORPORATION IN RECOGNITION OF THE TIME DEVOTED TO PARTICIPATE IN BOARD ACTIVITIES. TRUSTEE STIPENDS WERE REVIEWED AND DEEMED REASONABLE BY NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS. THE BOARD ELECTED TO NO LONGER PAY STIPENDS TO TRUSTEES BEGINNING JULY 2011. FORM 990, PART VI, SECTION C, LINE 19 FINANCIAL STATEMENTS ARE ATTACHED TO THE MA FORM PC FILED WITH THE ATTORNEY GENERAL'S OFFICE, WHICH IS OPEN TO PUBLIC INSPECTION. THE ARTICLES OF ORGANIZATION ARE AVAILABLE AT THE MASSACHUSETTS SECRETARY OF STATE'S OFFICE, INCLUDING ON-LINE. OTHER GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE NOT GENERALLY AVAILABLE TO THE PUBLIC. REQUESTS FOR COPIES OF SUCH DOCUMENTS ARE CONSIDERED ON A CASE BY CASE BASIS. COMPENSATION REIMBURSED FOR LEASED EMPLOYEES (REPORTING): FORM 990 - PARTS VII, IX, X AND SCHEDULE J HVMA LEASES EMPLOYEES TO RELATED ORGANIZATIONS AND IS REIMBURSED. THE REIMBURSEMENTS ARE REPORTED AS REVENUE. SCHEDULE J (FORM 990) AND PARTS VII AND X OF FORM 990 REPORT THE COMPENSATION OF INDIVIDUALS LISTED IN PART VII AS PAID BY HVMA AND AH BASED ON THE COMPENSATION CHARGED TO EACH ORGANIZATION. FORM 990, PART VII - AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANIZATIONS DANIEL BURNES, MD IS A PHYSICIAN AT HVMA AND A TRUSTEE OF HVMA AND ATRIUS HEALTH, INC. DR. BURNES AVERAGED 2 HOURS PER WEEK IN ACTIVITIES RELATED TO ATRIUS HEALTH, INC. HIKARU ISIHARA, MD IS A PHYSICIAN AT HVMA AND A TRUSTEE OF HVMA, ATRIUS HEALTH, INC. AND ATRIUS HEALTH FOUNDATION, INC. DR ISIHARA AVERAGED 2 HOURS PER WEEK IN ACTIVITIES RELATED TO ATRIUS HEALTH, INC. (INCLUDING ACTIVITIES OF ITS FOUNDATION WHICH IS A SUPPORTING ORGANIZATION). LESLIE SCHWAB, MD IS THE CHIEF MEDICAL OFFICER OF HVMA AND A TRUSTEE OF ATRIUS HEALTH FOUNDATION, INC. DR. SCHWAB'S TIME DEVOTED TO FOUNDATION ACTIVITIES WAS MINIMAL. LELAND J.STACY IS HVMA'S TREASURER AND VICE PRESIDENT OF FINANCE. MR. STACY AVERAGED 25 HOURS PER WEEK IN ACTIVITES RELATED TO ATRIUS HEALTH, INC. THE FOLLOWING INDIVIDUALS ACT IN THE SAME CAPACITY FOR HVMA AND ATRIUS HEALTH, INC. (AH). AH REIMBURSES HVMA FOR THE VALUE OF THE SERVICES PROVIDED. H. EUGENE LINDSEY - PRESIDENT AND CEO (ALSO FOUNDATION TRUSTEE ) THOMAS M. CONGORAN - CFO (ALSO TREASURER OF AH) KIMBERLY L. NELSON - CHIEF LEGAL OFFICER (ALSO CLERK OF HVMA) DANIEL D. MORIARTY - CIO CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -10,914,539. CRICO SUBPART F INCOME - INCOME FOR FORM 990, NOT FOR FINANCIAL REPORTING -4,788,574. CHANGE IN INTEREST IN AFFILIATE -32,184. TOTAL TO FORM 990, PART XI, LINE 5: -15,735,297. ATRIUS HEALTH INC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 010803117 ORGANIZE AND INTEGRATE HEALTHCARE DELIVERY MA 501(C)(3) LINE 9 N/A 0 DEDHAM MEDICAL ASSOCIATES INC ONE LYONS STREET DEDHAM MA 02026 043136240 MULTI-SPECIALTY MEDICAL GROUP MA 501(C)(3) LINE 9 N/A 0 SOUTH SHORE MEDICAL CENTER 75 WASHINGTON STREET NORWELL MA 02061 042297845 MULTI-SPECIALTY MEDICAL GROUP MA 501(C)(3) LINE 9 N/A 0 SOUTHBORO MEDICAL GROUP 24 NEWTON STREET SOUTHBORO MA 01772 042487729 MULTI-SPECIALTY MEDICAL GROUP MA 501(C)(3) LINE 9 N/A 0 GRANITE MEDICAL GROUP INC 500 CONGRESS STREET QUINCY MA 02169 043341331 MULTI-SPECIALTY MEDICAL GROUP MA 501(C)(3) LINE 9 N/A 0 ATRIUS HEALTH FOUNDATION INC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 264517944 SUPPORT ATRIUS HEALTH AND ITS PARTICIPATING ORGANIZATIONS MA 501(C)(3) LINE 11A, I 0 RELIANT MEDICAL GROUP INC (FORMERLY FALLON CLINIC INC) 630 PLANTATION STREET WORCESTER MA 01605 042472266 PROVIDE MEDICAL SERVICES MA 501(C)(3) LINE 9 N/A 0 RELIANT MEDICAL GROUP FOUNDATION INC (FORMERLY FALLON CLINIC FOUNDATION) 630 PLANTATION STREET WORCESTER MA 01605 222912515 PROMOTE COMMUNITY HEALTH MA 501(C)(3) LINE 7 N/A 0 LAKEVIEW MEDICAL INC 44 SOUTHBRIDGE STREET AUBURN MA 01501 043106404 MEDICAL EQUIPMENT SUPPLIER MA 501(C)(3) LINE 9 N/A 0 VENTURE 2-BRN LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 205842227 MRI SERVICES MA N/A RELATED 1157079 2597958 0 1 0.45000 VENTURE 3-WW LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 208676840 RADIATION, ONCOLOGY AND CAT SCAN SERVICES MA N/A RELATED -1338996 1331262 0 1 0.48000 VENTURE 4-WW2 LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 262783850 DIGITAL MAMMOGRAPHY, ULTRASOUND AND BONE DENSITY SERVICES MA N/A RELATED 858099 1187513 0 1 0.46000 VENTURE V-90 LIBBEY LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 274351500 GASTROINTES- TINAL ENDOSCOPIC SERVICES MA N/A RELATED -153156 578544 0 0 0.30000 CENTRAL MASSACHUSETTS INDEMNITY CO INC FIRST CARIBBEAN HOUSE GEORGE TOWN GRAND CAYMAN CJ 980405037 INSURANCE CJ N/A C MASSACHUSETTS ASSURANCE COMPANY LTD FIRST CARIBBEAN HOUSE GEORGE TOWN GRAND CAYMAN CJ INSURANCE CJ N/A C 0 0 1 0 0 0 0 0 1 0 1 1 0 0 0 0 1 1 SOUTH SHORE MEDICAL CENTER INC K 851221 COST ATRIUS HEALTH INC K 18671509 SEE STATEMENT VENTURE 2-BRN LLC K 35160 COST OF SERVICES VENTURE 3-WW LLC K 35160 COST OF SERVICES VENTURE 4-WW2 LLC K 35160 COST OF SERVICES DEDHAM MEDICAL ASSOCIATES INC K 359555 COST SOUTHBORO MEDICAL GROUP INC K 102523 COST DEDHAM MEDICAL ASSOCIATES INC L 1089715 COST ATRIUS HEALTH INC L 8994608 SEE STATEMENT ATRIUS HEALTH FOUNDATION INC C 113619 COST SOUTH SHORE MEDICAL CENTER INC I 296452 SUB-LEASE COST ATRIUS HEALTH FOUNDATION INC K 622062 COST ATRIUS HEALTH FOUNDATION INC K 23817 COST GRANITE MEDICAL GROUP INC K 268584 COST VENTURE V-90 LIBBEY LLC K 16500 COST GRANITE MEDICAL GROUP INC L 46758 COST DEDHAM MEDICAL ASSOCIATES INC R 335232 BOARD VOTE-FMV SOUTHBORO MEDICAL GROUP INC R 335232 BOARD VOTE-FMV VENTURE 2-BRN LLC Q 2250000 BOARD VOTE-FMV CHARGES TO/FROM ATRIUS HEALTH, INC. SCHEDULE R, PART V, LINE 2 ATRIUS HEALTH, INC. ("ATRIUS") PROVIDES OVERSIGHT AND COORDINATION OF SERVICES AS THE SOLE CORPORATE MEMBER OF SIX TAX-EXEMPT MEDICAL GROUP PRACTICES (PARTICIPATING ORGANIZATIONS) IN EASTERN AND CENTRAL MASSACHUSETTS, OF WHICH HARVARD VANGUARD MEDICAL ASSOCIATES, INC. ("HVMA") IS ONE OF THE PARTICIPATING ORGANIZATIONS. ATRIUS LEASES ITS EMPLOYEES FROM HVMA AND OCCUPIES HVMA SPACE. ATRIUS REIMBURSES HVMA FOR THE PAYROLL COSTS, SPACE OCCUPIED AND SUPPORT SERVICES RECEIVED. THE REIMBURSEMENTS ARE BASED ON PAYROLL PAID, ASSOCIATED EMPLOYEE COSTS AT A SET RATE (DETERMINED ON THE RATIO OF COSTS OF PAYROLL TAXES, EMPLOYEE BENEFITS AND OTHER PAYROLL RELATED COSTS TO THE PAYROLL PAID), AND ALLOCATION OF OTHER COSTS, INCLUDING HVMA OFFICE SPACE OCCUPIED BY ATRIUS PERSONNEL. ADDITIONALLY, HVMA WAS REIMBURSED FOR OTHER DIRECT EXPENSES INCURRED BY HVMA ON BEHALF OF ATRIUS. THE GENERAL CORPORATE COSTS OF ATRIUS ARE ALLOCATED TO THE PARTICIPATING ORGANIZATIONS (PRACTICE GROUP) USING THE AVERAGE OF FOUR METHODOLOGIES - TOTAL REVENUES OF EACH PRACTICE GROUP; PATIENT VISITS; PHYSICIAN FULL TIME EQUIVALENTS; AND PATIENTS. TRANSACTIONS WITH DEDHAM MEDICAL ASSOCIATES, INC. (CODE K AND L) SCHEDULE R, PART V, LINE 2 HARVARD VANGUARD MEDICAL ASSOCIATES AND DEDHAM MEDICAL ASSOCIATES HAVE ENTERED INTO SEVERAL JOINT CLINICAL AND ADMINISTRATIVE PROGRAMS.