Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
DEDHAM MEDICAL ASSOCIATES INC
Employer identification number
04-3136240
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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......
124,836,672
125,955,321
129,261,726
122,503,241
119,890,496
622,447,456
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.
124,836,672
125,955,321
129,261,726
122,503,241
119,890,496
622,447,456
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
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.
0
c
Add lines 7a and 7b..
0
8
Public support (Subtract line 7c from line 6.)
622,447,456
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
124,836,672
125,955,321
129,261,726
122,503,241
119,890,496
622,447,456
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
116,423
278,837
184,771
168,550
276,604
1,025,185
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
116,423
278,837
184,771
168,550
276,604
1,025,185
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 IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
124,953,095
126,234,158
129,446,497
122,671,791
120,167,100
623,472,641
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
99.840 %
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
99.840 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
0.160 %
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
0.160 %
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
DEDHAM MEDICAL ASSOCIATES INC
Employer identification number
04-3136240
Return Reference
Explanation
STATEMENT 1: DESCRIPTION OF ORGANIZATION'S MISSION
FORM 990, PART I, LINE 1, AND PART III, LINE 1 WE ARE COMMITTED TO IMPROVING THE HEALTH OF OUR PATIENTS BY DELIVERING EXCELLENT AND COMPASSIONATE MEDICAL CARE. WE PROVIDE COORDINATED PRIMARY CARE AND SPECIALTY SERVICES WHILE RESPECTING PATIENT CONFIDENTIALITY AND PRIVACY. WE STRIVE TO IMPROVE OUR CARE AND SERVICE BY ASSESSING THE NEEDS AND EXPECTATIONS OF OUR PATIENTS. OUR DEPARTMENTS ARE COMMITTED TO MEETING THESE NEEDS AND EXPECTATIONS WITH REGARD TO ACCESS, QUALITY AND SERVICE. WE ARE COMMITTED TO PROVIDING AN ENVIRONMENT THAT PROMOTES SAFETY FOR STAFF AND PATIENTS AND THAT FACILITATES OPTIMUM PARTICIPATION, PERFORMANCE, SATISFACTION AND QUALITY CARE. WE ARE COMMITTED TO THE ORGANIZATION'S STRENGTH. INTERNALLY, WE WILL MONITOR AND IMPROVE OUR CLINICAL, FINANCIAL, ADMINISTRATIVE AND INFORMATION SYSTEM PERFORMANCE. EXTERNALLY, WE WILL BUILD ALLIANCES WITH OTHERS WHO SHARE OUR VISION.
FORM 990, PART VI, SECTION A, LINE 2
DMA IS THE GENERAL PARTNER OF DEDHAM MEDICAL ASSOCIATES PARTNERSHIP ("DMAP") AND HAS A DIRECT OWNERSHIP INTEREST OF 5.0% AT DECEMBER 31, 2013. 39.16% OF THE TOTAL OWNERSHIP OF DMAP IS HELD BY CURRENT AND FORMER TRUSTEES, OFFICERS AND KEY EMPLOYEES LISTED IN FORM 990, PART VII, SEC. A.
FORM 990, PART VI, SECTION A, LINE 6
DEDHAM MEDICAL ASSOCIATES, INC. ("DMA") HAS TWO CLASSES OF MEMBERS: THE CORPORATE MEMBER (ATRIUS HEALTH, INC.) - THE CORPORATE MEMBER CAN BE REMOVED ONLY IF DMA 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. THE PHYSICIAN MEMBERS - THE PHYSICIAN MEMBERS ARE NOT MEMBERS OF THE CORPORATION WITHIN THE MEANING OF CHAPTER 180 OF THE MASSACHUSETTS GENERAL LAWS. ELECTION OF NEW PHYSICIAN MEMBERS REQUIRES AN AFFIRMATIVE VOTE OF 80% OF THE THEN-CURRENT PHYSICIAN MEMBERS.
FORM 990, PART VI, SECTION A, LINE 7A
THE CORPORATE MEMBER ELECTS SEVEN (7) PRACTICE TRUSTEES AND MAY REMOVE ANY TRUSTEE ELECTED BY CORPORATE MEMBER WITH OR WITHOUT CAUSE. THE PHYSICIAN MEMBERS ELECT TWO (2) PRACTICE TRUSTEES AND TWO (2) COMMUNITY TRUSTEES.
FORM 990, PART VI, SECTION A, LINE 7B
MOST MAJOR DECISIONS OF THE BOARD MUST BE APPROVED BY DMA'S 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 DMA'S TRUSTEES, 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 DMA'S BY-LAWS, THE CORPORATE MEMBER HAS AUTHORITY TO: (A) LEVY ASSESSMENTS TO COVER THE CORPORATE MEMBER'S COSTS OF OPERATIONS; (B) APPROVE, OR DISAPPROVE, THE SELECTION AND REMOVAL OF SEVEN OUT OF THE NINE TRUSTEES; AND, (C) ACT AS DMA'S EXCLUSIVE AGENT FOR PURPOSES OF NEGOTIATING PAYOR CONTRACTS FOR DMA AND THE OTHER PARTICIPATING ORGANIZATIONS AS DEFINED IN THE CORPORATE MEMBER'S BY-LAWS. UPON DISSOLUTION OF DMA, THE NET ASSETS OF DMA 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.
FORM 990, PART VI, SECTION B, LINE 11
ATRIUS HEALTH ENGAGED AN OUTSIDE TAX/ACCOUNTING FIRM TO REVIEW AND PREPARE THE FORM 990 FOR DEDHAM MEDICAL. AN INTERNAL TEAM AT DEDHAM MEDICAL INCLUDING STAFF FROM ACCOUNTING AND HUMAN RESOURCES DEPARTMENTS WORK CLOSELY WITH THE OUTSIDE FIRM TO PREPARE THE DOCUMENT. IN ADDITION, THE DEDHAM MEDICAL BOARD OF TRUSTEES AND THE ATRIUS HEALTH AUDIT & COMPLIANCE COMMITTEE JOINTLY OVERSEE THE PREPARATION OF DEDHAM MEDICAL'S 990. THE DEDHAM MEDICAL BOARD RECEIVES A FINAL DRAFT OF THE 990 AND FORMALLY REVIEWS AND APPROVES THE ENTIRE DOCUMENT BEFORE FILING. IN ADDITION, MATERIAL ISSUES (IF ANY) WITH THE DEDHAM MEDICAL 990 WOULD BE HIGHLIGHTED IN THE OUTSIDE FIRM'S PRESENTATION TO THE ATRIUS HEALTH AUDIT & COMPLIANCE COMMITTEE BEFORE FILING.
FORM 990, PART VI, SECTION B, LINE 12C
DMA HAS A COMPREHENSIVE COMPLIANCE PROGRAM WHICH IS MONITORED BY THE AUDIT AND COMPLIANCE COMMITTEE AND COMPLIANCE OFFICER. THE NATURE OF THE POTENTIAL OR ACTUAL CONFLICT DETERMINES THE LEVEL(S) AT WHICH A DETERMINATION OF POTENTIAL CONFLICT MAY EXIST. AN INDIVIDUAL INVOLVED WITH A POTENTIAL CONFLICT MAY BE PROHIBITED FROM BEING IN ATTENDANCE AT ANY MEETINGS AT WHICH THE MATTER IS DISCUSSED AND MAY NOT BE ALLOWED TO VOTE ON THE MATTER. ALL MEMBERS OF THE BOARD, DMA'S OFFICERS AND SENIOR MANAGERS ARE REQUIRED TO ANNUALLY REVIEW, COMPLETE AND CERTIFY COMPLIANCE WITH DMA'S CONFLICT OF INTEREST POLICY. IN ADDITION ALL NEW HIRES (IN THE CATEGORIES DESCRIBED) ARE REQUIRED TO READ AND ACKNOWLEDGE RECEIPT OF DMA'S CODE OF CONDUCT. THE CONFLICT OF INTEREST POLICY STATES "AS A GENERAL RULE, CONFLICTS OF INTEREST ARE NOT PERMITTED." DMA'S POLICY PROVIDES FOR EXCEPTIONS IF DISCLOSED PROMPTLY AND APPROVED BY THE APPROPRIATE LEVEL OF MANAGEMENT.
FORM 990, PART VI, SECTION B, LINE 15
COMPENSATION: DMA'S PRESIDENT, ALL OF ITS STATUTORY OFFICERS AND ITS PHYSICIAN MEMBERS ARE EMPLOYED BY DMA AS PRACTICING PHYSICIANS. FOR THE PHYSICIANS, THE KEY CRITERIA IN DETERMINING COMPENSATION IS THE PHYSICIAN'S PRODUCTIVITY. THE COMPENSATION RANGES FOR THE PHYSICIANS ARE REVIEWED BY THE COMPENSATION PERSONNEL EMPLOYED BY THE CORPORATE MEMBER. THE COMPENSATION PAID TO PHYSICIANS IS CONSISTENT WITH THE ANALYSIS OF NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS REGARDING MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION, INCLUDING DEFINING COMPENSATION THRESHOLDS THAT, IF EXCEEDED, REQUIRE FURTHER REVIEW AND APPROVAL OR MODIFICATION AS APPROPRIATE BY DMA AND ULTIMATELY THE CORPORATE MEMBER'S COMPENSATION COMMITTEE. STIPENDS ARE AWARDED TO THE OFFICERS OF DMA'S BOARD TO COMPENSATE FOR THE TIME REQUIRED TO ACCOMPLISH THOSE ADMINISTRATIVE DUTIES. ALL MAJOR DECISIONS OF THE BOARD MUST BE APPROVED BY DMA'S CORPORATE MEMBER.
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.
FORM 990, PART IX, LINE 11G
OUTSIDE UTILIZATION CHARGES (CAPITATION CONTRACTS): PROGRAM SERVICE EXPENSES 50,045,771. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 50,045,771. CONTRACTED MEDICAL SERVICES: PROGRAM SERVICE EXPENSES 853,371. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 853,371. OTHER: PROGRAM SERVICE EXPENSES 390. MANAGEMENT AND GENERAL EXPENSES 624,650. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 625,040.
FORM 990, PART XI, LINE 2C
THERE WAS NO CHANGE TO THE OVERSIGHT OF THE YEAR-END AUDIT OR THE SELECTION PROCESS OF THE INDEPENDENT ACCOUNTANT DURING THE TAX YEAR.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.