TY 2014 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) MATTHEW BENZ MD........................................................................ TRUSTEE; PEDIATRICIAN	50.00 .......................	X				374,983	0	44,285
(2) ALLA BOLKHOVSKY MD........................................................................ TRUSTEE TO 1.7.14; INTERNIST	44.00 .......................	X				135,609	0	5,945
(3) STEPHEN S BUCHANAN MD........................................................................ TRUSTEE; FAMILY PRACTICE	50.00 .......................	X				278,558	0	9,177
(4) MICHAEL COOPER MD........................................................................ TRUSTEE; INTERNIST	50.00 .......................	X				247,399	0	12,453
(5) CHRISTIAN A CORREIA MD........................................................................ TRUSTEE EFF. 1.7.14; INTERNIST	40.00 .......................	X				389,992	0	31,721
(6) JUSTIN N DORFMAN DO........................................................................ TRUSTEE; FAMILY PRACTICE; SPORTS MED.	50.00 .......................	X				344,145	0	34,182
(7) MARY ELLEN DUGAN MD........................................................................ TRUSTEE/CLERK;PEDIATRICIAN	44.00 .......................	X	X			349,618	0	46,785
(8) MICHAEL E GALLAGHER........................................................................ ADMIN EXEC. DIR (EFF 7.26.14), CFO	50.00 .......................		X			232,827	0	34,055
(9) JAMES E HOWE MD........................................................................ TREASURER; INTERNIST	50.00 .......................		X			322,738	0	18,361
(10) ROBERT JANDL MD........................................................................ MED. DIR.; INTERNIST	46.00 .......................4.00		X			307,312	0	82,019
(11) ALAN M LOBOVITS MD........................................................................ PRESIDENT; PEDIATRICIAN	49.70 .......................0.30		X			419,810	10,000	10,619
(12) JOSEPH K NUNES........................................................................ ADMIN EXECUTIVE DIRECTOR TO 7.25.14	45.00 .......................7.00		X			294,004	0	122,119
(13) MARVIN C OSTROVSKY MD........................................................................ PHY. EX DIR TO 9.1.14; PEDIATRICIAN	49.00 .......................1.00		X			211,703	0	24,330
(14) ANDREA C BIBEAULT........................................................................ COO	50.00 .......................			X		226,928	0	30,935
(15) PAULA ANGELINI DPM........................................................................ PODIATRIST	45.00 .......................				X	577,501	0	44,321
(16) AFARIN GREIGER MD........................................................................ OBSTETRICIAN	50.00 .......................				X	357,234	0	57,462
(17) STACEY MASLOW MD........................................................................ PEDIATRICIAN	50.00 .......................				X	356,565	0	22,145

(A) Name and business address	(B) Description of services	(C) Compensation
QUEST DIAGNOSTICS 5035 COLLECTIONS CENTER DRIVE CHICAGO,IL60693	LABORATORY SERVICES	933,681
HEART CENTER OF METROWEST 99 LINCOLN STREET FRAMINGHAM,MA01702	CARDIOLOGY SERVICES	378,904
MARLBORO HOSPITAL 157 UNION STREET MARLBORO,MA01752	MGMT/IMAGING SERVICES	351,567


2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 3

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	4,818,927	3,884,274	934,653
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	25,157,941	21,773,883	3,384,058
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	526,526	455,702	70,824
9	Other employee benefits .......	3,074,517	2,660,956	413,561
10	Payroll taxes ...........	1,872,008	1,639,092	232,916
11	Fees for services (non-employees):
a	Management ......	1,981,644	793,488	1,188,156
b	Legal .........	91,128		91,128
c	Accounting ...........	25,000		25,000
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	22,999		22,999
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	62,322,147	62,175,125	147,022
12	Advertising and promotion ....	62,732	24,629	38,103
13	Office expenses .......	1,064,118	933,837	130,281
14	Information technology ......	2,113,717	1,827,967	285,750
15	Royalties ..
16	Occupancy ...........	4,948,765	4,257,270	691,495
17	Travel ............	138,356	96,901	41,455
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	57,760	49,674	8,086
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	1,767,257	1,558,769	208,488
23	Insurance ..............	1,530,323	1,495,777	34,546
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	MEDICAL SUPPLIES	3,004,143	3,004,143
b	BAD DEBT EXPENSE	264,224	264,224
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	114,844,232	106,895,711	7,948,521	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	5,514	1	0
2	Savings and temporary cash investments .........	19,861,756	2	0
3	Pledges and grants receivable, net ...........		3	0
4	Accounts receivable, net .............	3,460,549	4	0
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6	0
7	Notes and loans receivable, net .............		7	0
8	Inventories for sale or use ..............	43,126	8	0
9	Prepaid expenses and deferred charges ..........	345,567	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	0
b	Less: accumulated depreciation .....	10b		18,710,617	10c	0
11	Investments—publicly traded securities ..........		11	0
12	Investments—other securities. See Part IV, line 11 .....		12	0
13	Investments—program-related. See Part IV, line 11 .....	353,826	13	0
14	Intangible assets ...............		14	0
15	Other assets. See Part IV, line 11 ...........	1,278,014	15	0
16	Total assets. Add lines 1 through 15 (must equal line 34)......	44,058,969	16	0
	17	Accounts payable and accrued expenses .........	9,075,643	17
18	Grants payable .................		18
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	24,966,016	25	0
26	Total liabilities. Add lines 17 through 25.........	34,041,659	26	0
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	10,017,310	27	0
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets ...........		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	10,017,310	33	0
34	Total liabilities and net assets/fund balances ........	44,058,969	34	0

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

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.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

SOUTHBORO MEDICAL GROUP INC

Employer identification number

04-2487729

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.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

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.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. 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 ....................... right arrow

33 1/3% support test—2013. 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 ..................... right arrow

17a

10%-facts-and-circumstances test—2014. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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......	101,577,102	103,560,136	102,357,471	102,763,916	112,623,387	522,882,012
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.	101,577,102	103,560,136	102,357,471	102,763,916	112,623,387	522,882,012
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.)						522,882,012

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...	101,577,102	103,560,136	102,357,471	102,763,916	112,623,387	522,882,012
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	41,971	74,566	84,787	85,480	111,662	398,466
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	41,971	74,566	84,787	85,480	111,662	398,466
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 VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	101,619,073	103,634,702	102,442,258	102,849,396	112,735,049	523,280,478

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

99.920 %

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

99.930 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

0.080 %

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

0.070 %

19a

33 1/3% support tests—2014. 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 ....... right arrow

33 1/3% support tests—2013. 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 .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTHBORO MEDICAL GROUP INC

Employer identification number

04-2487729

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1MATTHEW BENZ MDTRUSTEE; PEDIATRICIAN	(i) (ii)	329,580 ............................... 0	45,242 ............................... 0	161 ............................... 0	7,800 ............................... 0	36,485 ............................... 0	419,268 ............................... 0	0 ............................... 0
2STEPHEN S BUCHANAN MDTRUSTEE; FAMILY PRACTICE	(i) (ii)	238,920 ............................... 0	39,544 ............................... 0	94 ............................... 0	7,258 ............................... 0	1,919 ............................... 0	287,735 ............................... 0	0 ............................... 0
3MICHAEL COOPER MDTRUSTEE; INTERNIST	(i) (ii)	211,901 ............................... 0	35,402 ............................... 0	96 ............................... 0	6,188 ............................... 0	6,265 ............................... 0	259,852 ............................... 0	0 ............................... 0
4CHRISTIAN A CORREIA MDTRUSTEE EFF. 1.7.14; INTERNIST	(i) (ii)	348,871 ............................... 0	40,854 ............................... 0	267 ............................... 0	7,800 ............................... 0	23,921 ............................... 0	421,713 ............................... 0	0 ............................... 0
5JUSTIN N DORFMAN DOTRUSTEE; FAMILY PRACTICE; SPORTS MED	(i) (ii)	300,866 ............................... 0	43,209 ............................... 0	70 ............................... 0	7,800 ............................... 0	26,382 ............................... 0	378,327 ............................... 0	0 ............................... 0
6MARY ELLEN DUGAN MDTRUSTEE/CLERK;PEDIATRICIAN	(i) (ii)	301,954 ............................... 0	47,396 ............................... 0	268 ............................... 0	7,800 ............................... 0	38,985 ............................... 0	396,403 ............................... 0	0 ............................... 0
7MICHAEL E GALLAGHERADMIN EXEC. DIR (EFF 7.26.14), CFO	(i) (ii)	210,041 ............................... 0	22,570 ............................... 0	216 ............................... 0	6,673 ............................... 0	27,382 ............................... 0	266,882 ............................... 0	0 ............................... 0
8JAMES E HOWE MDTREASURER; INTERNIST	(i) (ii)	291,621 ............................... 0	29,681 ............................... 0	1,436 ............................... 0	7,800 ............................... 0	10,561 ............................... 0	341,099 ............................... 0	0 ............................... 0
9ROBERT JANDL MDMED. DIR.; INTERNIST	(i) (ii)	267,873 ............................... 0	39,274 ............................... 0	165 ............................... 0	54,601 ............................... 0	27,418 ............................... 0	389,331 ............................... 0	0 ............................... 0
10ALAN M LOBOVITS MDPRESIDENT; PEDIATRICIAN	(i) (ii)	364,156 ............................... 10,000	54,339 ............................... 0	1,315 ............................... 0	7,800 ............................... 0	2,819 ............................... 0	430,429 ............................... 10,000	0 ............................... 0
11JOSEPH K NUNESADMIN EXECUTIVE DIRECTOR TO 7.25.14	(i) (ii)	143,310 ............................... 0	30,501 ............................... 0	120,193 ............................... 0	105,193 ............................... 0	16,926 ............................... 0	416,123 ............................... 0	0 ............................... 0
12MARVIN C OSTROVSKY MDPHY. EX DIR TO 9.1.14; PEDIATRICIAN	(i) (ii)	165,664 ............................... 0	44,213 ............................... 0	1,826 ............................... 0	5,164 ............................... 0	19,166 ............................... 0	236,033 ............................... 0	0 ............................... 0
13ANDREA C BIBEAULTCOO	(i) (ii)	204,244 ............................... 0	22,571 ............................... 0	113 ............................... 0	6,414 ............................... 0	24,521 ............................... 0	257,863 ............................... 0	0 ............................... 0
14PAULA ANGELINI DPMPODIATRIST	(i) (ii)	537,669 ............................... 0	39,671 ............................... 0	161 ............................... 0	7,800 ............................... 0	36,521 ............................... 0	621,822 ............................... 0	0 ............................... 0
15AFARIN GREIGER MDOBSTETRICIAN	(i) (ii)	331,074 ............................... 0	25,999 ............................... 0	161 ............................... 0	56,143 ............................... 0	1,319 ............................... 0	414,696 ............................... 0	0 ............................... 0
16STACEY MASLOW MDPEDIATRICIAN	(i) (ii)	322,107 ............................... 0	34,401 ............................... 0	57 ............................... 0	7,800 ............................... 0	14,345 ............................... 0	378,710 ............................... 0	0 ............................... 0
17MATTHIAS NURNBERGER MDINTERNIST	(i) (ii)	407,237 ............................... 0	44,473 ............................... 0	161 ............................... 0	7,800 ............................... 0	25,221 ............................... 0	484,892 ............................... 0	0 ............................... 0
18JEFFREY ZAREF MDPEDIATRICIAN	(i) (ii)	327,840 ............................... 0	37,584 ............................... 0	68 ............................... 0	7,800 ............................... 0	38,490 ............................... 0	411,782 ............................... 0	0 ............................... 0
19JULIA Y LOGAN MDFMR HEAD-OB/GYN; OBSTETRICIAN	(i) (ii)	266,834 ............................... 0	24,547 ............................... 0	100 ............................... 0	7,372 ............................... 0	24,387 ............................... 0	323,240 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 4A	SCHEDULE J, QUESTION 4A - INDIVIDUAL LISTED IN FORM 990, PART VII, SECTION A WHO RECEIVED SEVERANCE PAYMENTS IN 2014 JOSEPH K. NUNES - $107,545 PAID IN 2014; $153,779 UNPAID AT 12.31.14

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE N
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Liquidation, Termination, Dissolution, or Significant Disposition of Assets

Complete if the organization answered "Yes" to Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.
bullet

Attach certified copies of any articles of dissolution, resolutions, or plans.
bullet

Attach to Form 990 or 990-EZ.
bullet

Information about Schedule N (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
SOUTHBORO MEDICAL GROUP INC

Employer identification number
04-2487729

Part I

Liquidation, Termination, or Dissolution. Complete this part if the organization answered "Yes" to Form 990, Part IV, line 31, or Form 990-EZ, line 36.
Part I can be duplicated if additional space is needed.

1(a)Description of asset(s) distributed or transaction expenses paid	(b)Date of distribution	(c)Fair market value of asset(s) distributed or amount of transaction expenses	(d)Method of determining FMV for asset(s) distributed or transaction expenses	(e)EIN of recipient	(f)Name and address of recipient	(g)IRC section of recipient(s) (if tax-exempt) or type of entity
CASH	12-31-2014	11,528,082	COST	04-2472266	RELIANT MEDICAL GROUP INC 630 PLANTATION STREET WORCESTER,MA01605	501(C)(3)
INVESTMENTS HELD BY MORGAN STANLEY: CASH, ETF'S & CEF'S, CORPORATE FIXED INCOME AND MUTUAL FUNDS	12-31-2014	6,539,395	FAIR VALUE PER MORGAN STANLEY 12.31.14 STMT	04-2472266	RELIANT MEDICAL GROUP INC 630 PLANTATION STREET WORCESTER,MA01605	501(C)(3)
RECEIVABLES	12-31-2014	4,669,012	BOOK VALUE	04-2472266	RELIANT MEDICAL GROUP INC 630 PLANTATION STREET WORCESTER,MA01605	501(C)(3)
INVENTORY - OPTICAL FRAMES	12-31-2014	38,710	BOOK VALUE	04-2472266	RELIANT MEDICAL GROUP INC 630 PLANTATION STREET WORCESTER,MA01605	501(C)(3)
PREPAID EXPENSES	12-31-2014	633,918	BOOK VALUE	04-2472266	RELIANT MEDICAL GROUP INC 630 PLANTATION STREET WORCESTER,MA01605	501(C)(3)
PROPERTY AND EQUIPMENT	12-31-2014	17,305,585	BOOK VALUE	04-2472266	RELIANT MEDICAL GROUP INC 630 PLANTATION STREET WORCESTER,MA01605	501(C)(3)
PARTNERSHIP INTEREST IN VENTURE 2-BRN, LLC	12-31-2014	417,903	BOOK VALUE	04-2472266	RELIANT MEDICAL GROUP INC 630 PLANTATION STREET WORCESTER,MA01605	501(C)(3)

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Yes

Become an employee of, or independent contractor for, a successor or transferee organization? . . . . . . . . . . . . . . . .

Yes

Become a direct or indirect owner of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . .

Receive, or become entitled to, compensation or other similar payments as a result of the organization's liquidation, termination, or dissolution? . . . . .

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or Form 990-EZ.

Cat. No. 50087Z

Schedule N (Form 990 or 990-EZ) (2014)

Page 2

Part I

Liquidation, Termination, or Dissolution (continued)

Note. If the organization distributed all of its assets during the tax year, then Form 990, Part X, column (B), line 16 (Total assets), and line 26 (Total liabilities), should equal -0-.

Yes

Did the organization distribute its assets in accordance with its governing instrument(s)? If "No," describe in Part III . . . . . . . . . . .

Yes

Is the organization required to notify the attorney general or other appropriate state official of its intent to dissolve, liquidate, or terminate? . . . . . .

Yes

If "Yes," did the organization provide such notice? . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

Did the organization discharge or pay all of its liabilities in accordance with state laws? . . . . . . . . . . . . . . . . .

Did the organization have any tax-exempt bonds outstanding during the year? . . . . . . . . . . . . . . . . . . . .

If "Yes" to line 6a, did the organization discharge or defease all of its tax-exempt bond liabilities during the tax year in accordance with the Internal Revenue Code and state laws?

If "Yes" to line 6b, describe in Part III how the organization defeased or otherwise settled these liabilities. If "No" to line 6b, explain in Part III.

Part II

Sale, Exchange, Disposition, or Other Transfer of More Than 25% of the Organization's Assets. Complete this part if the organization answered "Yes" to Form 990, Part IV, line 32, or Form 990-EZ, line 36. Part II can be duplicated if additional space is needed.

1(a) Description of asset(s) distributed or transaction expenses paid	(b) Date of distribution	(c) Fair market value of asset(s) distributed or amount of transaction expenses	(d) Method of determining FMV for asset(s) distributed or transaction expenses	(e) EIN of recipient	(f) Name and address of recipient	(g) IRC section of recipient(s) (if tax-exempt) or type of entity

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Yes

Become an employee of, or independent contractor for, a successor or transferee organization? . . . . . . . . . . . . . . . .

Yes

Become a direct or indirect owner of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Receive, or become entitled to, compensation or other similar payments as a result of the organization’s significant disposition of assets? . . . . . . .

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

Schedule N(Form 990 or 990-EZ) (2014)

Schedule N (Form 990 or 990-EZ) (2014)

Page 3

Part III

Supplemental Information. Provide the information required by Part I, lines 2e and 6c, and Part II, line 2e. Also complete this part to provide any additional information.

Return Reference	Explanation
PART I, LINE 2E:	PERSON(S) INVOLVED: 1. MATTHEW BENZ, MD (PEDIATICIAN)2. ALLA BOLKHOVSKY, MD (INTERNIST)3. JUSTIN N. DORFMAN, DO (FAMILY PRACTICE AND SPORTS MEDICINE)4. JAMES E. HOWE, MD (INTERNIST)5. ROBERT JANDL, MD (INTERNIST)6. STEPHEN S. BUCHANAN, MD (FAMILY PRACTICE)7. CHRISTIAN A. CORREIA, MD (INTERNIST)8. MARY ELLEN DUGAN, MD (PEDIATRICIAN)9. ALAN M. LOBOVITS, MD (PEDIATRICIAN)10. MICHAEL COOPER, MD (INTERNIST) 11. MICHAEL E. GALLAGHER12. ANDREA C. BIBEAULT
PART I, LINE 2E:	EXPLANATION OF INVOLVEMENT: EXPLANATION OF INVOLVEMENT FOR PHYSICIANS LISTED ABOVE - #'S 1 THROUGH 5PRACTICING PHYSICIAN - COMPENSATION BASED ON THE ORGANIZATION'S PHYSICIAN COMPENSATION MODELEXPLANATION OF INVOLVEMENT FOR PHYSICIANS LISTED ABOVE - #'S 6 THROUGH 9DIRECTOR OF RELIANT MEDICAL GROUP, INC. AND PRACTICING PHYSICIAN - COMPENSATION BASED ON THE ORGANIZATION'S PHYSICIAN COMPENSATION MODELEXPLANATION OF INVOLVEMENT BY MICHAEL COOPER, MD - DIRECTOR AND BOARD VICE CHAIR OF RELIANT MEDICAL GROUP AND PRACTICING PHYSICIAN - COMPENSATION BASED ON THE ORGANIZATION'S PHYSICIAN COMPENSATION MODELEXPLANATION OF INVOLVEMENT BY MICHAEL GALLAGHER - CONTINUED AS ADMINISTRATIVE EXECUTIVE DIRECTOR OF SOUTHBORO MEDICAL GROUP DIVISION OF RELIANT MEDICAL GROUP - NO CHANGE IN COMPENSATION MODELEXPLANATION OF INVOLVEMENT BY ANDREA BIBEAULT - CONTINUED AS COO OF SOUTHBORO MEDICAL GROUP DIVISION OF RELIANT MEDICAL GROUP - NO CHANGE IN COMPENSATION MODEL
PART I, LINE 6C:	PART I, QUESTION 6 EXPLANATION:IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT WITH RELIANT MEDICAL GROUP, INC, ALL LIABILITIES WERE ASSUMED BY RELIANT MEDICAL GROUP, INC., PAYMENT OF WHICH WERE OR WILL BE PAID IN ACCORDANCE WITH THE TERMS OF THE OBLIGATIONS.

Schedule N (Form 990 or 990-EZ) (2014)

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

SOUTHBORO MEDICAL GROUP INC

Employer identification number

04-2487729

Return Reference	Explanation
STATEMENT 1	TO OFFER A COMPREHENSIVE, INTEGRATED HEALTHCARE SYSTEM TO THE METROWEST COMMUNITY DISTINGUISHED BY RESPONSIVENESS TO PATIENT NEEDS, QUALITY OF CARE, PATIENT EDUCATION, AND HEALTH PROMOTION. THE SUCCESS OF OUR SERVICE IS MEASURED BY THE SATISFACTION OF OUR PATIENTS AND PROFESSIONAL STAFF.
FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION'S MISSION	STATEMENT 2 TO OFFER A COMPREHENSIVE, INTEGRATED HEALTHCARE SYSTEM TO THE METROWEST COMMUNITY DISTINGUISHED BY RESPONSIVENESS TO PATIENT NEEDS, QUALITY OF CARE, PATIENT EDUCATION, AND HEALTH PROMOTION. THE SUCCESS OF OUR SERVICE IS MEASURED BY THE SATISFACTION OF OUR PATIENTS AND PROFESSIONAL STAFF.
FORM 990, PART VI, SECTION A, LINE 4	EFFECTIVE AS OF JANUARY 1, 2015, SOUTHBORO MEDICAL GROUP, INC. ("SMG") WITHDREW FROM THE ATRIUS HEALTH SYSTEM AND MERGED WITH RELIANT MEDICAL GROUP, INC. UNDER THE TERMS OF THE WITHDRAWAL AGREEMENT WITH ATRIUS HEALTH, INC., THE CORPORATE MEMBER OF SMG, THE POWERS OF THE CORPORATE MEMBER WERE AMENDED TO PREVENT THE CORPORATE MEMBER FROM TAKING ANY ACTION TO MODIFY OR CHANGE SMG'S WITHDRAWAL FROM THE ATRIUS HEALTH SYSTEM.
FORM 990, PART VI, SECTION A, LINE 6	SOUTHBORO MEDICAL GROUP, INC. ("SMG") HAS TWO CLASSES OF MEMBERS. THE CORPORATE MEMBER (ATRIUS HEALTH, INC.) CAN BE REMOVED ONLY IF SMG 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.BY A WITHDRAWAL AGREEMENT EXECUTED AS OF OCTOBER 17, 2014 TO BE EFFECTIVE JANUARY 1, 2015 BY AND BETWEEN ATRIUS HEALTH INC. AND SMG, SMG WITHDREW FROM THE ATRIUS HEALTH SYSTEM AND ATRIUS HEALTH WAS REMOVED AS THE SOLE CORPORATE MEMBER OF SMG. THE WITHDRAWAL AGREEMENT REQUIRED BOTH PARTIES TO AMEND THEIR RESPECTIVE BY-LAWS FOR THESE CHANGES.
FORM 990, PART VI, SECTION A, LINE 7A	THE BOARD OF TRUSTEES IS COMPRISED OF SIX VOTING TRUSTEES, ALL OF WHOM MUST BE A PHYSICIAN MEMBER. THROUGH DECEMBER 31, 2014, OF THE SIX TRUSTEES, FOUR HAD TO BE APPROVED BY THE CORPORATE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7B	APPLICABLE THROUGH DECEMBER 31, 2014: 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 SMG'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 MORE THAN FIFTY PERCENT (50%)BUT LESS THAN EIGHTY (80%) OF SMG'S TRUSTEES; AND, (C) ACT AS SMG'S EXCLUSIVE AGENT FOR PURPOSES OF NEGOTIATING PAYOR CONTRACTS FOR SMG AND THE OTHER PARTICIPATING ORGANIZATIONS AS DEFINED IN THE CORPORATE MEMBER'S BY-LAWS. UPON DISSOLUTION OF SMG, THE NET ASSETS OF SMG 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 SMG. AN INTERNAL TEAM AT SMG INCLUDING STAFF FROM ACCOUNTING AND HUMAN RESOURCES DEPARTMENTS WORKED CLOSELY WITH THE OUTSIDE FIRM TO PREPARE THE DOCUMENT. THE FINAL 990 WAS REVIEWED BY SMG'S ADMINISTRATIVE EXECUTIVE DIRECTOR.
FORM 990, PART VI, SECTION B, LINE 12C	SMG HAS A COMPREHENSIVE COMPLIANCE PROGRAM WHICH IS MONITORED BY SMG'S 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 IS PROHIBITED FROM BEING IN ATTENDANCE AT ANY MEETINGS AT WHICH THE MATTER IS DISCUSSED AND IS NOT ALLOWED TO VOTE ON THE MATTER. ALL MEMBERS OF SMG'S BOARD, OFFICERS AND SENIOR MANAGERS ARE REQUIRED TO ANNUALLY REVIEW, COMPLETE AND CERTIFY COMPLIANCE WITH SMG'S CONFLICT OF INTEREST POLICY. IN ADDITION ALL NEW HIRES (IN THE CATEGORIES DESCRIBED) ARE REQUIRED TO READ AND ACKNOWLEDGE RECEIPT OF SMG'S CODE OF CONDUCT. THE CONFLICT OF INTEREST POLICY STATES "AS A GENERAL RULE, CONFLICTS OF INTEREST ARE NOT PERMITTED". SMG'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: SMG'S PRESIDENT, ALL OF ITS STATUTORY OFFICERS AND ITS PHYSICIAN MEMBERS ARE EMPLOYED BY SMG AS PRACTICING PHYSICIANS. FOR THE PHYSICIANS, THE KEY CRITERIA 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 SMG AND ULTIMATELY THE CORPORATE MEMBER'S COMPENSATION COMMITTEE. STIPENDS ARE AWARDED TO THE OFFICERS OF SMG'S BOARD TO COMPENSATE FOR THE TIME REQUIRED TO ACCOMPLISH THOSE ADMINISTRATIVE DUTIES. ALL MAJOR DECISIONS OF THE BOARD MUST BE APPROVED BY SMG'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 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 60,226,544. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 60,226,544. CONTRACTED MEDICAL SERVICES: PROGRAM SERVICE EXPENSES 1,940,323. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,940,323. OTHER SERVICES: PROGRAM SERVICE EXPENSES 8,258. MANAGEMENT AND GENERAL EXPENSES 147,022. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 155,280.
FORM 990, PART XI, LINE 9:	DISTRIBUTION OF NET ASSETS RE MERGER WITH RELIANT MEDICAL GROUP EFF. 1.1.15 -7,888,007.
FORM 990, PART XII	THE ORGANIZATION WAS INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF ATRIUS HEALTH, INC. ("ATRIUS HEALTH"). ATRIUS HEALTH'S AUDIT AND COMPLIANCE COMMITTEE IS RESPONSIBLE FOR OVERSIGHT OF THE AUDIT. THERE WERE NO CHANGES IN THE OVERSIGHT PROCESS DURING THE TAX YEAR.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTHBORO MEDICAL GROUP INC

Employer identification number

04-2487729

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) HARVARD VANGUARD MEDICAL ASSOCIATES INC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 04-3397450	MULTI-SPECIALTY MEDICAL GROUP	MA	501(C)(3)	12	ATRIUS HEALTH INC	Yes
(2) ATRIUS HEALTH INC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 01-0803117	ORGANIZE AND INTEGRATE HEALTHCARE DELIVERY	MA	501(C)(3)	12	N/A		No
(3) DEDHAM MEDICAL ASSOCIATES INC ONE LYONS STREET DEDHAM,MA02026 04-3136240	MULTI-SPECIALTY MEDICAL GROUP	MA	501(C)(3)	12	ATRIUS HEALTH INC	Yes
(4) SOUTH SHORE MEDICAL CENTER 75 WASHINGTON STREET NORWELL,MA02061 04-2297845	MULTI-SPECIALTY MEDICAL GROUP	MA	501(C)(3)	12	ATRIUS HEALTH INC	Yes
(5) GRANITE MEDICAL GROUP INC 500 CONGRESS STREET QUINCY,MA02169 04-3341331	MULTI-SPECIALTY MEDICAL GROUP	MA	501(C)(3)	12	ATRIUS HEALTH INC	Yes
(6) ATRIUS HEALTH FOUNDATION INC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 26-4517944	SUPPORTS ATRIUS HEALTH AND ITS PARTICIPATING ORGANIZATIONS	MA	501(C)(3)	LINE 11A, I	ATRIUS HEALTH INC	Yes
(7) RELIANT MEDICAL GROUP INC (FORMERLY FALLON CLINIC INC) 630 PLANTATION STREET WORCESTER,MA01605 04-2472266	PROVIDE MEDICAL SERVICES	MA	501(C)(3)	LINE 9	ATRIUS HEALTH INC	Yes
(8) RELIANT MEDICAL GROUP FOUNDATION INC (FORMERLY FALLON CLINIC FOUNDATION) 630 PLANTATION STREET WORCESTER,MA01605 22-2912515	PROMOTE COMMUNITY HEALTH	MA	501(C)(3)	LINE 7	RELIANT MEDICAL GROUP INC	Yes
(9) LAKEVIEW MEDICAL INC 44 SOUTHBRIDGE STREET AUBURN,MA01501 04-3106404	MEDICAL EQUIPMENT SUPPLIER	MA	501(C)(3)	LINE 9	RELIANT MEDICAL GROUP INC	Yes
(10) VISITING NURSE ASSOCIATION OF BOSTON INC 500 RUTHERFORD AVENUE CHARLESTOWN,MA02129 04-2105800	HOME HEALTH CARE	MA	501 (C)(3)	LINE 9	VISITING NURSE ASSN OF BOSTON FOUNDATION INC	Yes
(11) VISITING NURSE ASSOCIATION OF BOSTON FOUNDATION INC 500 RUTHERFORD AVENUE CHARLESTOWN,MA02129 04-2880614	FUND RAISING	MA	501 (C)(3)	LINE 7	VNA CARE NETWORK FOUNDATION INC	Yes
(12) VNA HOSPICE CARE INC 100 TRADE CENTER SUITE G-500 WOBURN,MA01801 04-2658051	HOSPICE CARE	MA	501 (C)(3)	LINE 9	VISITING NURSE ASSN OF BOSTON FOUNDATION INC	Yes
(13) VISITING NURSE ASSOCIATION OF BOSTON MANAGMENT RESOURCES INC 500 RUTHERFORD AVENUE CHARLESTOWN,MA02129 04-2880108	MANAGEMENT SERVICES	MA	501 (C)(3)	LINE 9	VISITING NURSE ASSN OF BOSTON FOUNDATION INC	Yes
(14) VNA CARE HOSPICE INC 120 THOMAS STREET WORCESTER,MA01608 04-3217872	HOSPICE CARE	MA	501 (C)(3)	LINE 9	VNA CARE NETWORK FOUNDATION INC	Yes
(15) VNA CARE NETWORK FOUNDATION INC 120 THOMAS STREET WORCESTER,MA01608 04-2794849	MANAGEMENT SERVICES	MA	501 (C)(3)	LINE 9	ATRIUS HEALTH INC	Yes
(16) VNA CARE NETWORK INC 120 THOMAS STREET WORCESTER,MA01608 04-2103825	HOME HEALTH CARE	MA	501 (C)(3)	LINE 9	VNA CARE NETWORK FOUNDATION INC	Yes
(17) VNA CARE ADVANTAGE INC 120 THOMAS STREET WORCESTER,MA01608 04-2953171	DAY CARE	MA	501 (C)(3)	LINE 9	VNA CARE NETWORK FOUNDATION INC	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) VENTURE 2-BRN LLC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 20-5842227	MRI SERVICES	MA	HARVARD VANGUARD MEDICAL ASSOCIATES INC	RELATED	239,883	417,903		No			No	6.000 %
(2) VENTURE 3-WW LLC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 20-8676840	INACTIVE	MA	N/A
(3) VENTURE 4-WW2 LLC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 26-2783850	DIGITAL MAMMOGRAPHY, ULTRASOUND AND BONE DENSITY	MA	N/A
(4) VENTURE V-90 LIBBEY LLC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 27-4351500	GASTROINTES- TINAL ENDOSCOPIC SERVICES	MA	N/A
(5) HOME STAFF LLC 40 MILLBROOK STREET WORCESTER,MA01606 42-1757904	HOME CARE	MA	N/A
(6) DEDHAM MEDICAL URGENT CARE CTR AFFILIATED WITH B I DEACONESS MED CTR LLC 1177 PROVIDENCE HWY NORWOOD,MA02062 46-3745783		MA	N/A

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) MASSACHUSETTS ASSURANCE COMPANY LTD FIRST CARIBBEAN HOUSE GEORGE TOWN GRAND CAYMAN CJ 98-0469895	INSURANCE	CJ	N/A	C				No
(2) ASPECTUS INC 630 PLANTATION STREET WORCESTER,MA01605 04-3403101	INACTIVE	MA	N/A	C				No
(3) VNA PRIVATE CARE INC 350 GRANITE STREET UNIT 1104 BRAINTREE,MA02184 20-1916670	PRIVATE DUTY HOME CARE	MA	VISITING NURSE ASSN OF BOSTON FOUNDATION INC	C				No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) ATRIUS HEALTH INC	L	22,215	SEE STATEMENT
(2) HARVARD VANGUARD MEDICAL ASSOCIATES INC	M	107,395	COST
(3) ATRIUS HEALTH INC	M	3,383,791	SEE STATEMENT
(4) DEDHAM MEDICAL ASSOCIATES INC	M	58,837	COST

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation
SCH R, PART V, ITEM 2	ATRIUS HEALTH'S GENERAL AND ACO CORPORATE COSTS ARE ALLOCATED TO ATRIUS HEALTH'S PARTICIPATING ORGANIZATIONS, OTHER THAN RELIANT MEDICAL GROUP, INC., PRIMARILY USING THE AVERAGE OF FOUR METHODOLOGIES - REVENUE; PATIENT VISITS; PHYSICIAN FULL-TIME EQUIVALENTS; AND PATIENTS. SMG'S CHARGE WAS $1,133,554 FOR 2014. IN ADDITION, SMG IS CHARGED FOR ITS SHARE OF THE COSTS OF THE MEDICAL RECORDS AND PRACTICE MANAGEMENT SYSTEM. FOR 2014, SMG WAS CHARGED $2,250,237 FOR ITS UTILIZATION. ATRIUS HEALTH RECEIVED FUNDING TO ASSIST IN THE IMPLEMENTATION OF ELECTRONIC MEDICAL RECORDS WHICH IT DISTRIBUTED TO CERTAIN PARTICIPATING ORGANIZATIONS. SMG RECEIVED $22,215 IN 2014.

Return Reference

Explanation

SCH R, PART V, ITEM 2

ATRIUS HEALTH'S GENERAL AND ACO CORPORATE COSTS ARE ALLOCATED TO ATRIUS HEALTH'S PARTICIPATING ORGANIZATIONS, OTHER THAN RELIANT MEDICAL GROUP, INC., PRIMARILY USING THE AVERAGE OF FOUR METHODOLOGIES - REVENUE; PATIENT VISITS; PHYSICIAN FULL-TIME EQUIVALENTS; AND PATIENTS. SMG'S CHARGE WAS $1,133,554 FOR 2014. IN ADDITION, SMG IS CHARGED FOR ITS SHARE OF THE COSTS OF THE MEDICAL RECORDS AND PRACTICE MANAGEMENT SYSTEM. FOR 2014, SMG WAS CHARGED $2,250,237 FOR ITS UTILIZATION. ATRIUS HEALTH RECEIVED FUNDING TO ASSIST IN THE IMPLEMENTATION OF ELECTRONIC MEDICAL RECORDS WHICH IT DISTRIBUTED TO CERTAIN PARTICIPATING ORGANIZATIONS. SMG RECEIVED $22,215 IN 2014.

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: SEE STATEMENT 1 AT SCHEDULE O
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	6
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	0
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	536
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	102,763,916	112,623,387
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	85,480	126,698
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	102,849,396	112,750,085
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	9,447	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	35,980,834	35,449,919
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	65,808,576	79,394,313
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	101,798,857	114,844,232
19	Revenue less expenses. Subtract line 18 from line 12.......	1,050,539	-2,094,147
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	44,058,969	0
21	Total liabilities (Part X, line 26).............	34,041,659	0
22	Net assets or fund balances. Subtract line 21 from line 20.....	10,017,310	0

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 106,895,711 including grants of $ 0 ) (Revenue $ 112,623,387 )
	THE ORGANIZATION PROVIDED MEDICAL, PREVENTATIVE AND OTHER CLINICAL SERVICES TO ITS PATIENTS THROUGH 246,234 PATIENT VISITS (INCLUDING 15,033 MEDICAID VISITS AND 22,915 MEDICARE VISITS). THE ORGANIZATION 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 RECORDS SYSTEM. THE ORGANIZATION 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 18 CLINICIAN TEACHERS. THE ORGANIZATION CONDUCTED CLINICAL RESEARCH ACTIVITIES WHICH WILL IMPACT THE COMMUNITY AT LARGE.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses106,895,711

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	6,535,770	10,000	741,984

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) MATTHIAS NURNBERGER MD........................................................................ INTERNIST	50.00 .......................	X		451,871	0	33,021
(19) JEFFREY ZAREF MD........................................................................ PEDIATRICIAN	50.00 .......................	X		365,492	0	46,290
(20) JULIA Y LOGAN MD........................................................................ FMR HEAD-OB/GYN; OBSTETRICIAN	50.00 .......................		X	291,481	0	31,759

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	CAPITATION FEES		621110	75,488,717	75,488,717
b	FEE FOR SERVICE		621110	32,106,527	32,106,527
c	MEDICARE/MEDICAID		621110	3,856,729	3,856,729
d	OTHER		621110	931,531	931,531
e	PROGRAM RELATED INVESTMENT		621110	239,883	239,883
f	All other program service revenue .
g	Total. Add lines 2a–2f........			112,623,387
3	Investment income (including dividends, interest, and other similar amounts).......			111,662			111,662
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	876,968
b	Less: cost or other basis and sales expenses	861,932
c	Gain or (loss)	15,036
d	Net gain or (loss)..........			15,036			15,036
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			112,750,085	112,623,387	0	126,698


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			5,514	1	0
2	Savings and temporary cash investments .........			19,861,756	2	0
3	Pledges and grants receivable, net ...........				3	0
4	Accounts receivable, net .............			3,460,549	4	0
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6	0
7	Notes and loans receivable, net .............				7	0
8	Inventories for sale or use ..............			43,126	8	0
9	Prepaid expenses and deferred charges ..........			345,567	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	0
b	Less: accumulated depreciation .....	10b		18,710,617	10c	0
11	Investments—publicly traded securities ..........				11	0
12	Investments—other securities. See Part IV, line 11 .....				12	0
13	Investments—program-related. See Part IV, line 11 .....			353,826	13	0
14	Intangible assets ...............				14	0
15	Other assets. See Part IV, line 11 ...........			1,278,014	15	0
16	Total assets. Add lines 1 through 15 (must equal line 34)......			44,058,969	16	0
17	Accounts payable and accrued expenses .........			9,075,643	17
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			24,966,016	25	0
26	Total liabilities. Add lines 17 through 25.........			34,041,659	26	0
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			10,017,310	27	0
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			10,017,310	33	0
34	Total liabilities and net assets/fund balances ........			44,058,969	34	0