Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
|
Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | 17,484,052 | 11,357,848 | 10,258,149 | 11,758,359 | 10,833,267 | 61,691,675 |
| 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 | 17,484,052 | 11,357,848 | 10,258,149 | 11,758,359 | 10,833,267 | 61,691,675 |
| 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. | 61,691,675 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 17,484,052 | 11,357,848 | 10,258,149 | 11,758,359 | 10,833,267 | 61,691,675 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 103,969 | 112,127 | 79,683 | 13 | 13,987 | 309,779 |
| 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.).. | 713,850 | 641,967 | 1,355,817 | |||
| 11 | Total support. Add lines 7 through 10 | 63,357,271 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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 | ||||||
| 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 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| 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. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 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.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 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) |
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| 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): |
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| 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 | ||||
| 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 2019 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-2019 |
(iii) Distributable Amount for 2019 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2019 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2019: | ||||
| a From 2014....... | ||||
| b From 2015....... | ||||
| c From 2016....... | ||||
| d From 2017....... | ||||
| e From 2018....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2019 distributable amount | ||||
|
i
Carryover from 2014 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2019 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2019 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2020. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2015..... | ||||
| b Excess from 2016..... | ||||
| c Excess from 2017..... | ||||
| d Excess from 2018..... | ||||
| e Excess from 2019..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 2 | ADAGIO HEALTH BEGAN OFFERING PHASE ONE OF THEIR "HEALTH CHECK" INITIATIVE, SPECIALIZING IN ACUTE, BRIEF, WALK-IN ONE & DONE, TREAT AND GO SERVICES. THESE SERVICES INCLUDE PREVENTATIVE MEDICINE COUNSELING SESSIONS, ADULT IMMUNICATION AND INJECTION SERVICES, AND NEW HEALTH SCREENING SERVICES. |
| FORM 990, PART VI, SECTION A, LINE 1 | THE EXECUTIVE COMMITTEE SHALL BE COMPOSED OF THE OFFICERS OF ADAGIO HEALTH AND THE IMMEDIATE PAST CHAIR OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL BE AUTHORIZED TO ACT FOR THE BOARD BETWEEN ITS REGULAR MEETINGS. AFTER CONSULTATION WITH THE BOARD, THE EXECUTIVE COMMITTEE SHALL REVIEW THE PERFORMANCE OF THE PRESIDENT/CEO. THE EXECUTIVE COMMITTEE SHALL ALSO DETERMINE THE PRESIDENT/CEO'S COMPENSATION. THE PRESIDENT/CEO SHALL NOT PARTICIPATE IN THE EXECUTIVE COMMITTEE'S DISCUSSION OF, OR VOTES ON, MATTERS PERTAINING TO HER/HIS PERFORMANCE EVALUATIONS OR COMPENSATION. EXCEPT AS OTHERWISE PROVIDED FOR IN THESE BYLAWS OR BY RESOLUTION OF THE BOARD, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ALL OF THE POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 4 | ADAGIO HEALTH'S BYLAWS WERE AMENDED AND RESTATED ON OCTOBER 26, 2017 WITH AN EFFECTIVE DATE OF JANUARY 1, 2018. SIGNIFICANT REVISIONS INCLUDE: SECTION 3.1 - BOARD MEMBERS SHALL NOW BE AT LEAST EIGHTEEN (18) YEARS OF AGE. SECTION 3.2 - THE POWERS GRANTED TO MEMBERS OF ADAGIO HEALTH ARE NOW COEXTENSIVE WITH THOSE POWERS RESERVED TO MEMBERS OF NONPROFIT CORPORATIONS UNDER PENNSYLVANIA LAW. SECTION 3.4 - THE ANNUAL MEETING OF CORPORATE MEMBERS SHALL BE HELD CONCURRENTLY WITH THE ANNUAL MEETING OF THE ADAGIO HEALTH'S BOARD OF DIRECTORS. ADDITIONALLY, THE TREASURER NO LONGER HAS THE POWER TO CALL SPECIAL MEETINGS OF THE MEMBERS. SECTION 4.1 - THE BOARD OF DIRECTORS IS NOW CAPPED AT 19 VOTING DIRECTORS AND SHALL BE AT LEAST EIGHTEEN (18) YEARS OF AGE. SECTION 4.4 - OTHER THAN THE IMMEDIATE PAST CHAIR OF THE BOARD, DIRECTORS ARE NOW LIMITED TO A MAXIMUM OF TWO (2) THREE YEAR TERMS AND THE PROVISION PERMITTING A DIRECTOR TO BE REELECTED TO THE BOARD AFTER REACHING THE MAXIMUM TERM LIMIT HAS BEEN REMOVED. BOARD OFFICERS MAY COMPLETE THEIR OFFICER TERM EVEN IF BOARD TERM HAS EXPIRED. SECTION 4.18 - THE PROVISION FORBIDDING AN EMPLOYEE OF ADAGIO HEALTH, AN EMPLOYEE'S IMMEDIATE FAMILY MEMBER, OR ANY PERSON RECEIVING MORE THAN 10% OF HER/HIS GROSS ANNUAL INCOME FROM ADAGIO HEALTH FROM SERVING AS A MEMBER OR DIRECTOR HAS BEEN REMOVED. SECTION 5.1 - THE GOVERNANCE COMMITTEE HAS BEEN REPLACED BY THE BOARD ENGAGEMENT COMMITTEE. SECTION 5.3 - THE EXECUTIVE COMMITTEE IS NOW COMPOSED OF THE OFFICERS OF ADAGIO HEALTH AND THE IMMEDIATE PAST CHAIR OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE IS AUTHORIZED TO ACT FOR THE BOARD BETWEEN REGULAR MEETINGS, REVIEW THE PERFORMANCE OF THE PRESIDENT/CEO, AND DETERMINE THE PRESIDENT/CEO'S COMPENSATION. SECTION 5.4 - THE FINANCE AND AUDIT COMMITTEE IS NOW COMPOSED OF MEMBERS OF THE BOARD OF DIRECTORS AND IS TASKED WITH OVERSEEING ADAGIO HEALTH'S FINANCIAL AFFAIRS, REPORTING TO THE BOARD WITH RESPECT TO ADAGIO HEALTH'S BUDGET, PROVIDE FINANCIAL OVERSIGHT TO ADAGIO HEALTH'S INVESTMENTS, AND REVIEW FINANCIAL STATEMENTS FROM THE CFO. SECTION 5.5 - THE BOARD ENGAGEMENT COMMITTEE SHALL NOW BE COMPOSED OF MEMBERS OF THE BOARD OF DIRECTORS. THE COMMITTEE SHALL PREPARE, PRESENT, AND SUBMIT NOMINATIONS FOR ELECTION TO THE BOARD OF DIRECTORS, AND RECOMMEND AMENDMENTS TO THE BYLAWS. SECTION 5.6 - THE EXTERNAL AFFAIRS COMMITTEE SHALL BE COMPOSED OF MEMBERS OF THE BOARD. THE COMMITTEE SHALL OVERSEE PUBLIC AWARENESS AND MARKETING ENDEAVORS, LEGISLATIVE ADVOCACY, AND THE EXECUTION OF FUNDRAISING EFFORTS. THE COMMITTEE SHALL ALSO OVERSEE PROGRAMS AND INITIATIVES RELATED TO EDUCATION AND INCREASING AWARENESS OF ADAGIO HEALTH'S PROGRAMS AMONGST ELECTED AND PUBLIC OFFICIALS. SECTION 5.8 - THE FINANCE AND AUDIT COMMITTEE SHALL BE COMPOSED OF MEMBERS OF THE BOARD OF DIRECTORS. MEMBERS OF THE FINANCE AND AUDIT COMMITTEE MUST BE INDEPENDENT OF ADAGIO HEALTH AND MUST NOT HAVE A CONFLICT OF INTEREST WITH ITS OUTSIDE AUDITORS. THE FINANCE AND AUDIT COMMITTEE SHALL OVERSEE THE ANNUAL INDEPENDENT AUDIT; REVIEW AND PRESENT THE AUDITED FINANCIAL STATEMENTS TO THE BOARD WITHIN A REASONABLE PERIOD OF TIME AFTER THE CLOSE OF ADAGIO HEALTH'S FISCAL YEAR; AND DETERMINE THAT NECESSARY CONTROLS ARE IN PLACE TO ENSURE COMPLIANCE WITH THE ORGANIZATION'S FINANCIAL POLICIES. SECTION 5.10 - PERMITTING COMMITTEES TO TAKE ACTION UPON THE UNANIMOUS WRITTEN CONSENT OF ALL COMMITTEE MEMBERS HAS BEEN STRUCK FROM THE BYLAWS. SECTION 6.1 - THE OFFICER POSITION OF SECRETARY/TREASURER HAS BEEN SPLIT INTO 2 SEPARATE POSITIONS. THE OFFICE OF SECRETARY SHALL BE FILLED BY ADAGIO HEALTH'S LEGAL COUNSEL OR SUCH PERSON AS THE BOARD MAY APPOINT. THE SECRETARY NEED NOT BE A MEMBER OF THE BOARD OF DIRECTORS. OFFICERS ARE ELECTED AT THE ANNUAL MEETING OF THE BOARD OF DIRECTORS AND MAY SERVE NO MORE THAN TWO, ONE YEAR TERMS AT EACH OFFICER POSITION. SECTION 6.6 - THE TREASURER NOW ONLY HAS OVERSIGHT OVER ADAGIO HEALTH BANK ACCOUNTS AND NOT RESPONSIBILITY FOR THE BANK ACCOUNTS. SECTION 8.2 - ONLY ADAGIO HEALTH'S PRESIDENT/CEO IS GRANTED THE AUTHORITY TO EXECUTE CONTRACTS. OFFICERS ARE NO LONGER GRANTED SUCH AUTHORITY. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY ADAGIO HEALTH'S OUTSIDE AUDIT FIRM, REVIEWED BY THE PRESIDENT AND CEO AND CFO OF ADAGIO HEALTH, AND THEN POSTED ON THE BOARD'S PORTAL FOR REVIEW BY ALL OF THE BOARD MEMBERS. |
| FORM 990, PART VI, SECTION B, LINE 12C | YEARLY ALL DIRECTORS AND OFFICERS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE. THE BOARD IS RESPONSIBLE FOR REVIEWING THESE, IN ADDITION, WHEN ANY CONFLICT DOES OCCUR IT IS THE RESPONSIBILITY OF THE DIRECTOR OR OFFICER TO DISCLOSE THE POTENTIAL RISK AND THE BOARD WILL THEN DETERMINE THE CORRECT COURSE OF ACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION RATE RANGES FOR ALL POSITIONS, INCLUDING KEY EMPLOYEES AND OFFICERS ARE EVALUATED PERIODICALLY. COMPENSATION IS SET TO BE REASONABLE AND CONSISTENT WITH FAIR MARKET VALUE BASED ON SIMILAR BUSINESSES WITHIN THE REGION, TAKING INTO ACCOUNT MISSION, SIZE, REVENUE, AND PROFITABILITY. THE BOARD OF DIRECTORS WILL ASSESS AND AGREE UPON KEY EMPLOYEES' COMPENSATION, WITHOUT THE INPUT OF SAID EMPLOYEES. FOR ALL OTHER EMPLOYEES, APPLICABLE SENIOR MANAGEMENT, ALONG WITH HUMAN RESOURCES, WILL CONDUCT THE ASSESSMENT. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XII, LINE 2C: | THE AUDIT COMMITTEE SHALL OVERSEE THE ANNUAL INDEPENDENT AUDIT OF THE AGENCY. THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
| Software ID: | |
| Software Version: |