2011-11-14T15:54:41-06:00 2010-12-31 PKF PC 91 LONGWATER CIRCLE NORWELL MA 02061 990 2010-01-01 043397450 HARVARD VANGUARD MEDICAL ASSOCIATES INC HARV 6175598181 275 GROVE STREET NO 3-300 NEWTON MA 02466 THOMAS M CONGORAN 6175598181 2011-11-09 1 ROBERT V DANDROW 7818710110 2011-11-09 2010 2016-03-07 17:11:31Z H EUGENE LINDSEY 275 GROVE STREET NO 3-300 NEWTON MA 02466 1285049790 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. 12 4 5032 0 304519 -8318 15731 44284 1246595878 1275208465 791884 1295033 5785229 8502008 1253188722 1285049790 0 56704 0 0 428659439 444523260 0 0 0 798525413 812201647 1227184852 1256781611 26003870 28268179 433479850 455110441 311642101 311626162 121837749 143484279 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 1187244613 56704 1279647728 IN 2010 HARVARD VANGUARD PROVIDED MEDICAL, PREVENTATIVE AND OTHER CLINICAL SERVICES TO ITS APPROXIMATELY 430,000 PATIENTS THROUGH 1,781,354 PATIENT VISITS (INCLUDING 125,074 MEDICAID VISITS AND 280,492 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 186 CLINICIAN TEACHERS. HARVARD VANGUARD CONDUCTED CLINICAL RESEARCH ACTIVITIES WHICH WILL IMPACT THE COMMUNITIES AT LARGE. 1187244613 1 1 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 321 0 5032 1 1 1 0 0 0 0 0 0 0 0 0 X 12 4 0 0 0 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 BURNES MD 44.40 X 372302 12000 67584 GERARD COX 7.00 X 15676 0 0 ELIZABETH FEIN APC 50.00 X 202197 0 29910 GLADYS GIBBS MD 50.00 X 275980 0 170645 JOHN INGARD MD 50.00 X 272607 0 89353 HIKARU ISIHARA MD 50.00 X 291057 12000 66611 ADELE LANGEVIN 4.00 X 30676 0 0 NOELLE LAWLER APC 50.00 X 185099 0 32566 JOSEPH MCCABE MD 50.00 X 268487 0 76481 DANIEL SLATER MD 50.00 X 241187 0 89434 RANDY SUSAN STONE 12.00 X 38066 0 0 LESLIE TESO-LICHTMAN 3.50 X 30676 0 0 THOMAS M CONGORAN 50.00 X 210242 315363 222707 H EUGENE LINDSEY MD 50.00 X 161263 483789 256995 KIMBERLY L NELSON 50.00 X 122271 227074 139112 LESLIE SCHWAB MD 50.00 X 496709 0 248384 LELAND J STACY 50.00 X 162519 162518 140282 MARY M DAWLEY 50.00 X 395716 0 160596 DANIEL D MORIARTY 50.00 X 293653 0 100687 LOUIS A BLEY MD 50.00 X 800724 0 103357 RALPH IANNUZZI MD 50.00 X 896492 0 43171 KAI MITHOEFER MD 50.00 X 692184 0 69565 JAMES E PHILLIPS MD 50.00 X 679091 0 92159 YVONA TRNKA MD 50.00 X 689800 0 110702 RICHARD MARSHALL MD 42.50 X 237142 0 57334 8061816 1212744 2367635 21 1 1 0 UMASS MEMORIAL MEDICAL CENTER PO BOX 15492 WORCESTER MA 01615 LABORATORY SERVICES 7390838 ALLIANCE ONCOLOGY LLC 1900 S STATE COLLEGE BLVD ANAHEIM CA 92806 ONCOLOGY SERVICES 4300062 AMERICAN CLEANING COMPANY PO BOX 390702 CAMBRIDGE MA 02139 CLEANING SERVICES 2306189 COMMONWEALTH HEMATOLOGY ONCOLOGY PC 10 WILLARD STREET QUINCY MA 02169 HEMATOLOGY/ONCOLOGY SERVICES 1787106 EPIC 5301 TOKAY BLVD MADISON WI 53711 INFORMATION SYSTEMS SUPPORT 1630203 39 44284 24130 44284 CAPITATION FEES 621110 902457832 902457832 FEE FOR SERVICE 621110 317557663 317387030 170633 MEDICARE/MEDICAID 621110 28170573 28170573 OTHER 621110 24221959 24221959 PROGRAM RELATED INVEST 621500 2800438 2800438 1275208465 1261619 1261619 3892112 3892112 3892112 133886 3758226 33414 33414 33414 33414 SUBPART F - FORM 5471 524298 4609896 4609896 4609896 1285049790 1279647728 304519 5053259 56704 56704 10617621 7045536 3572085 345509026 313333262 32175764 26346168 23716411 2629757 40136635 35948808 4187827 21913810 19726471 2187339 247663 46792 200871 189663 189663 521781133 512642528 9138605 1106202 121168 985034 52261281 49509838 2751443 8396553 331549 8065004 44204827 42168858 2035969 1019213 616898 402315 358239 153193 205046 20457949 19689757 768192 25587790 25545706 42084 PHARMACY EXPENSE 132254542 132254542 BAD DEBT EXPENSE 4336592 4336592 UBIT-FEDERAL & MA TAXES 0 1256781611 1187244613 69536998 0 55193 55678 145776954 113534816 38460500 46836133 11192744 11963061 4728880 5612452 350307492 141365571 208187439 208941921 12035719 59298921 3856072 3527868 9186349 5339591 433479850 455110441 178613505 177352033 1924379 2266581 118290000 115015000 311305 566029 12502912 16426519 311642101 311626162 X 121837749 143484279 121837749 143484279 433479850 455110441 X 28268179 -6621649 X 0 1 1 X 1 1 X 15731 44284 60015 945744642 1006095065 1089653913 1246432091 1275041613 5562967324 945744642 1006095065 1089653913 1246447822 1275085897 5563027339 0 0 0 5563027339 8636720 9873056 10091595 6577113 9763627 44942111 8636720 9873056 10091595 6577113 9763627 44942111 954381362 1015968121 1099745508 1253024935 1284849524 5607969450 0.99200 0.99210 0.00800 0.00790 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 23250000 23250000 166974274 33808556 133165718 51471781 37164895 14306886 103418548 70392120 33026428 5192889 5192889 208941921 OBLIGATION ON INTEREST RATE SWAP 11914056 PAYABLE TO RELATED ENTITY - DEDHAM MEDICAL ASSOCIATES, INC. 1507545 PAYABLE TO RELATED ENTITY - SOUTH SHORE MEDICAL ASSOCIATES, INC. 888703 PAYABLE TO RELATED ENTITY - GRANITE MEDICAL GROUP, INC. 467392 PAYABLE TO RELATED ENTITY - VENTURE 2-BRN, LLC 885228 PAYABLE TO RELATED ENTITY - VENTURE 3-WW, LLC 100028 PAYABLE TO RELATED ENTITY - SOUTHBORO MEDICAL GROUP, INC. 265649 PAYABLE TO RELATED ENTITY - VENTURE 4 WW2, LLC 397918 16426519 1285049790 1256781611 28268179 -2011996 -4609653 -6621649 21646530 1280439894 0 1280439894 4609896 4609896 1285049790 1256781611 0 1256781611 0 1256781611 PART XI, LINE 8 - OTHER ADJUSTMENTS: CRICO SUBPART F INCOME - INCOME FOR FORM 990, NOT FOR FINANCIAL REPORTING -4,609,896. CHANGE IN INTEREST IN AFFILIATE 243. 0 ATRIUS HEALTH FOUNDATION INC 275 GROVE ST SUITE 3-300 NEWTON MA 02466 264517944 501 (C)(3) 56704 $7,000 RELIEF TO HAITI EARTHQUAKE VICTIMS; $49,704 EMPLOYEE EMERGENCY FUND 1 0 PART I, LINE 2 PROCEDURE RE MONITORING USE OF GRANT FUNDS THE GRANTEE REPORTS THE USE OF FUNDS IN PERIODIC UPDATES. X X X X 0 1 0 0 0 0 0 0 0 DANIEL BURNES MD 342075 12000 0 0 30227 0 46081 0 21503 0 439886 12000 13331 0 ELIZABETH FEIN APC 176675 0 8938 0 16584 0 26792 0 3118 0 232107 0 22938 0 GLADYS GIBBS MD 263337 0 11401 0 1242 0 149768 0 20877 0 446625 0 11401 0 JOHN INGARD MD 226359 0 12426 0 33822 0 58832 0 30521 0 361960 0 27426 0 HIKARU ISIHARA MD 273735 12000 0 0 17322 0 40721 0 25890 0 357668 12000 15000 0 NOELLE LAWLER APC 151050 0 8919 0 25130 0 31254 0 1312 0 217665 0 23569 0 JOSEPH MCCABE MD 222109 0 12814 0 33564 0 51704 0 24777 0 344968 0 26814 0 DANIEL SLATER MD 233776 0 6601 0 810 0 59495 0 29939 0 330621 0 6601 0 THOMAS M CONGORAN 144174 216261 56705 85057 9363 14045 77536 116305 11546 17320 299324 448988 62705 94057 H EUGENE LINDSEY MD 99755 299265 47034 141101 14474 43423 57131 171393 7117 21354 225511 676536 50784 152351 KIMBERLY L NELSON 83698 155439 32346 60070 6227 11565 47115 87501 1574 2922 170960 317497 37596 69820 LESLIE SCHWAB MD 309359 0 152236 0 35114 0 220891 0 27493 0 745093 0 167236 0 LELAND J STACY 103899 103899 40213 40212 18407 18407 57756 57755 12535 12236 232810 232509 48054 48055 MARY M DAWLEY 264493 0 96931 0 34292 0 149232 0 11364 0 556312 0 111931 0 DANIEL D MORIARTY 253491 0 37000 0 3162 0 82406 0 18281 0 394340 0 0 0 LOUIS A BLEY MD 782134 0 0 0 18590 0 71076 0 32281 0 904081 0 0 0 RALPH IANNUZZI MD 871251 0 4869 0 20372 0 40944 0 2227 0 939663 0 4869 0 KAI MITHOEFER MD 689824 0 0 0 2360 0 65658 0 3907 0 761749 0 0 0 JAMES E PHILLIPS MD 660501 0 0 0 18590 0 67688 0 24471 0 771250 0 0 0 YVONA TRNKA MD 641831 0 12855 0 35114 0 76836 0 33866 0 800502 0 27855 0 RICHARD MARSHALL MD 207626 0 13202 0 16314 0 43164 0 14170 0 294476 0 25952 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 - 2010 ALLOCATION LOUIS A. BLEY - $5,000; RALPH A. IANNUZZI - $2,500; KAI MITHOEFER - $5,000; JAMES E. PHILLIPS - $5,000; DANIEL SLATER - $5,000 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 0 0 2007 0 0 0 0 0 1 0 0 1 1 0 0 0 0 1 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 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 60% 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. 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. 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 ENTIRE 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. 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. 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) CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -2,011,996. CRICO SUBPART F INCOME - INCOME FOR FORM 990, NOT FOR FINANCIAL REPORTING -4,609,896. CHANGE IN INTEREST IN AFFILIATE 243. TOTAL TO FORM 990, PART XI, LINE 5: -6,621,649. ATRIUS HEALTH INC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 010803117 ORGANIZE AND INTEGRATE HEALTHCARE DELIVERY MA 501(C)(3) 12 N/A 0 DEDHAM MEDICAL ASSOCIATES INC ONE LYONS STREET DEDHAM MA 02026 043136240 MULTI-SPECIALTY MEDICAL GROUP MA 501(C)(3) 12 N/A 0 SOUTH SHORE MEDICAL CENTER 75 WASHINGTON STREET NORWELL MA 02061 042297845 MULTI-SPECIALTY MEDICAL GROUP MA 501(C)(3) 12 N/A 0 SOUTHBORO MEDICAL GROUP 24 NEWTON STREET SOUTHBORO MA 01772 042487729 MULTI-SPECIALTY MEDICAL GROUP MA 501(C)(3) 12 N/A 0 GRANITE MEDICAL GROUP INC 500 CONGRESS STREET QUINCY MA 02169 043341331 MULTI-SPECIALTY MEDICAL GROUP MA 501(C)(3) 12 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 VENTURE 2-BRN LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 205842227 MRI SERVICES MA N/A RELATED 1364237 923820 0 1 0.38800 VENTURE 3-WW LLC 275 GROVE STREET SUITE 3-300 NEWTON MA 02466 208676840 RADIATION, ONCOLOGY AND CAT SCAN SERVICES MA N/A RELATED 425826 1418251 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 688080 1144093 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 -85309 444114 0 0 0.30000 0 1 1 0 0 0 0 0 1 0 1 1 0 0 0 1 0 0 SOUTH SHORE MEDICAL CENTER INC K 556414 COST ATRIUS HEALTH INC K 14579133 SEE STATEMENT VENTURE 2-BRN LLC K 34420 COST OF SERVICES VENTURE 3-WW LLC K 34420 COST OF SERVICES VENTURE 4-WW2 LLC K 34420 COST OF SERVICES DEDHAM MEDICAL ASSOCIATES INC K 329785 COST SOUTHBORO MEDICAL GROUP INC K 62176 COST DEDHAM MEDICAL ASSOCIATES INC L 1088197 COST ATRIUS HEALTH INC L 6916914 SEE STATEMENT ATRIUS HEALTH FOUNDATION INC C 20154 GRANT REPORT SOUTH SHORE MEDICAL CENTER INC I 290772 SUB-LEASE COST ATRIUS HEALTH FOUNDATION INC P 714680 COST ATRIUS HEALTH FOUNDATION INC K 23817 COST ATRIUS HEALTH FOUNDATION INC B 56704 BOARD VOTES GRANITE MEDICAL GROUP INC K 49564 COST - EPIC IMPLEMENTATION 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 FIVE 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. THE LARGEST OF THESE IS A JOINT OBSTETRICS AND GYNECOLOGY PROGRAM. OTHER CLINICAL PROGRAM SHARING INCLUDES PROGRAMS IN: ONCOLOGY, OPHTHALMOLOGY AND UROLOGY. ADMINISTRATIVELY HARVARD VANGUARD MEDICAL ASSOCIATES IS JOINTLY PARTICIPATING WITH DEDHAM MEDICAL ASSOCIATES IN A TELECOMMUNICATIONS PROGRAM AND DIRECTOR OF CLINICAL INFORMATICS SUPPORT.