2019-02-14T10:06:23-06:00 2018-03-31 043138777 PKF PC 300 CROWN COLONY DRIVE SUITE 400 QUINCY MA 02169 990 2018-01-01 042472266 RELIANT MEDICAL GROUP INC RELI 5083685437 5 NEPONSET STREET WORCESTER MA 01606 TAREK ELSAWY PRESIDENT AND CEO 5083685437 2019-02-14 1 ROBERT V DANDROW P00294799 6172160007 2019-02-14 199.44.61.252 2019-02-14 11:06:00 ES P 43152AFBE94F7FD88F3A8DA2CBE42262C66E813E 21DE93B08DE5D60E6D0CF8C70EA92FC3679ECD03 2018 2019-02-21 02:37:17Z X TAREK ELSAWY MD 100 FRONT STREET WORCESTER MA 01608 170479713 0 X WWW.RELIANTMEDICALGROUP.ORG X 1970 MA SEE STATEMENT 1 AT SCHEDULE O X 16 8 2650 39 0 0 275863 17109 655882835 168324726 555815 -203104 411981 10764 657126494 168149495 198540 74550 0 0 244780449 66039623 0 0 0 411821028 110321911 656800017 176436084 326477 -8286589 211489307 0 160619316 0 50869991 0 X THE MISSION OF RELIANT MEDICAL GROUP IS TO MAXIMIZE THE HEALTH OF OUR PATIENTS AND THE COMMUNITY THROUGH EXPERT MEDICAL CARE, COMPASSION, INNOVATIVE DELIVERY MODELS, MEDICAL RESEARCH AND EDUCATION, AND THE APPROPRIATE USE OF HEALTH CARE RESOURCES. 0 0 168987869 74550 167976110 STATEMENT 2 168987869 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 1 1 0 0 1 101 0 2650 1 0 1 CJ EI LU 0 0 0 0 0 0 0 0 0 0 X 16 8 1 0 1 0 1 1 1 1 1 0 1 1 0 1 1 1 1 1 1 1 0 MA X DEBORAH MORRISON 5083685437 5 NEPONSET STREET WORCESTER MA 01606 X JOHN ANDREOLI TRUSTEE 2.00 X 4000 0 0 ROBERT ANTONUCCI EDD TRUSTEE 2.00 X 5500 0 0 WILLIAM BALCOM MD TRUSTEE;CLERK;CHAIR-ORTHO DEPT 50.00 X X 225112 0 22180 MICHAEL COOPER MD TRUSTEE; VICE-CHAIR; PHYSICIAN 50.00 X X 62071 0 17818 JUSTIN DORFMAN MD TRUSTEE; PHYSICIAN 50.00 X 97668 0 16953 MARY ELLEN DUGAN MD TRUSTEE; PHYSICIAN 50.00 X 67202 0 15870 KATHY GIBNEY TRUSTEE 2.00 X 3500 0 0 SUSAN MAILMAN TRUSTEE 2.00 X 4500 0 0 KEVIN MARTIN MD TRUSTEE; PHYSICIAN 50.00 X 80045 0 16496 SEEMA NARAVANE MD TRUSTEE; PHYSICIAN 50.00 X 57568 0 17179 KEVIN O'SULLIVAN TRUSTEE 1.00 1.00 X 3500 0 0 RALPH RONDINONE JR TRUSTEE 2.00 X 5500 0 0 JOHN SCHNEEWEIS MD TRUSTEE; PHYSICIAN 50.00 X 108425 0 25035 LISA SCOPA TRUSTEE; TREASURER 2.00 X X 6500 0 0 LINDA SHYAVITZ TRUSTEE 2.00 X 4000 0 0 JOSEPH SIDARI MD TRUSTEE; BOARD CHAIR; PHYSICIAN 50.00 X X 170257 0 21214 TAREK ELSAWY MD PRESIDENT AND CEO 50.00 X 480001 0 21010 STEPHEN KNOX COO 50.00 X 84532 0 16695 BRUCE PLUMMER CFO 50.00 X 130950 0 22439 PAUL ARCAND PHYSICIAN VASCULAR SURGERY 50.00 X 192804 0 22257 MICHAEL KELFER MD DIV. CHIEF GASTROENTEROLOGY 50.00 X 189088 0 25093 DAVID KIM MD DIV.CHIEF ORTHO. & PLASTIC SURGERY 50.00 X 191777 0 22393 JONATHAN TAYLOR MD PHYSICIAN GASTROENTEROLOGY 50.00 X 182362 0 22851 JEFFREY ZAREF PEDIATRICIAN 50.00 X 212943 0 17170 LEON JOSEPHS MD FORMER ACTING CEO; PHYSICIAN 50.00 X 153523 0 21518 STEPHEN SMITH MD FMR REGIONAL MEDICAL DIR.; PHYSICIAN 50.00 X 104257 0 24555 2827585 0 368726 15 1 1 0 ARAMARK HEALTHCARE SUPPORT SERVICES 42 SOUTHBRIDGE ST WOBURN MA 01801 PATIENT SERVICES 374007 ARAMARK HEALTHCARE TECHNOLOGIES 42 SOUTHBRIDGE ST WOBURN MA 01801 IT SERVICES 243155 OPTUMINSIGHT 11000 OPTUM CIRCLE EDEN PRAIRIE MN 55344 MANAGEMENT CONSULTING 210000 MCDERMOTT WILL & EMERY 28 STATE ST STE 3400 BOSTON MA 02109 LEGAL SERVICES 209358 PRICEWATERHOUSECOOPERS LLP 101 SEAPORT BLVD BOSTON MA 02210 MANAGEMENT CONSULTING 116750 11 17109 17109 PATIENT REVENUE - CAPITATION 621110 123083360 123083360 PATIENT REVENUE-FEE FOR SERVICE 621110 44013986 44013986 MEDICARE/MEDICAID 621110 1161782 1161782 OTHER 621110 65598 65598 168324726 144733 144733 170255 159491 10764 10764 10764 779 1822111 0 2170727 779 -348616 -347837 -348616 779 168149495 167976110 0 156276 X 74550 74550 2041437 1097271 944166 571505 554360 17145 51789409 48339693 3449716 2407187 2383327 23860 5133417 4759713 373704 4096668 3784997 311671 52702 2063 50639 132661 132661 28700 28700 13609 13609 23889 23889 82458377 82260406 197971 164666 21987 142679 1911504 1602407 309097 1348140 1314466 33674 9901142 9242975 658167 134443 48389 86054 84463 84463 4262355 4083446 178909 3771239 3758589 12650 MEDICAL SUPPLIES 4708213 4707335 878 BAD DEBTS 939006 939006 MISCELLANEOUS 386802 12889 373913 176436084 168987869 7448215 0 158694 0 38283154 0 0 13312844 0 0 0 14562 0 1418626 0 4665736 0 0 94296647 0 22582496 0 0 0 1545682 0 35210866 0 211489307 0 57370852 1321217 40000000 61927247 0 160619316 0 X 50869991 0 50869991 0 211489307 0 X -8286589 -330271 -42253131 X 0 0 0 X 90231 156013 228978 275863 17109 768194 554028832 665162378 672402050 655882835 168324726 2715800821 554119063 665318391 672631028 656158698 168341835 2716569015 0 0 0 2716569015 721632 1116972 1078875 1816600 314988 5049067 721632 1116972 1078875 1816600 314988 5049067 554840695 666435363 673709903 657975298 168656823 2721618082 0.99810 0.99820 0.00190 0.00180 X PART III, SHORT YEAR EXPLANATION: THE SUPPORT INFORMATION FOR 2018 COVERS THE PERIOD JANUARY 1 THROUGH MARCH 31, 2018. AS OF APRIL 1, 2018, RELIANT MEDICAL GROUP IS NOT A QUALIFIED PUBLIC CHARITY UNDER IRC 2015(C)(3) AND INELIGIBLE TO FILE AS A TAX-EXEMPT ENTITY AFTER MARCH 31, 2018. 0 0 0 0 0 0 0 0 1 3625 3625 0 PART II-B, LINE 1: RELIANT MEDICAL GROUP ENGAGED A LOBBYING FIRM WORKING WITH MASSACHUSETTS LEGISLATORS REGARDING HEALTH CARE REFORM. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS INSURANCE 3559984 0 0 0 0 0 0 3559984 0 3559984 1 0 1 0 0 0 1 RELIANT MEDICAL GROUP FOUNDATION INC 100 FRONT STREET WORCESTER MA 01608 222912515 501(C)(3) 37500 GENERAL SUPPORT HANOVER THEATER FOR THE PERFORMING ARTS 2 SOUTHBRIDGE ST WORCESTER MA 01608 050521735 501(C)(3) 7500 GENERAL SUPPORT GENERAL SUPPORT 2 0 PART I, LINE 2: ORGANIZATION'S PROCEDURES FOR MONITORING THE USE OF GRANTS IN THE US. ALL GRANTS ARE MADE TO WELL KNOWN LOCAL 501(C)(3) ORGANIZATIONS. THE ORGANIZATION VERIFIES 501(C)(3) STATUS AND CORRESPONDENCE PROVIDED ALONG WITH THE GRANT STATES THE PURPOSE. X X X X 0 0 0 0 0 0 0 0 0 WILLIAM BALCOM MD TRUSTEE;CLERK;CHAIR-ORTHO DEPT 220962 0 169 0 3981 0 15525 0 6655 0 247292 0 0 0 JOSEPH SIDARI MD TRUSTEE; BOARD CHAIR; PHYSICIAN 165129 0 473 0 4655 0 12825 0 8389 0 191471 0 0 0 TAREK ELSAWY MD PRESIDENT AND CEO 217883 0 255000 0 7118 0 12825 0 8185 0 501011 0 0 0 BRUCE PLUMMER CFO 118235 0 10000 0 2715 0 18225 0 4214 0 153389 0 0 0 PAUL ARCAND PHYSICIAN VASCULAR SURGERY 192176 0 318 0 310 0 15525 0 6732 0 215061 0 0 0 MICHAEL KELFER MD DIV. CHIEF GASTROENTEROLOGY 188248 0 260 0 580 0 18225 0 6868 0 214181 0 0 0 DAVID KIM MD DIV.CHIEF ORTHO. & PLASTIC SURGERY 191102 0 95 0 580 0 15525 0 6868 0 214170 0 0 0 JONATHAN TAYLOR MD PHYSICIAN GASTROENTEROLOGY 181778 0 274 0 310 0 15525 0 7326 0 205213 0 0 0 JEFFREY ZAREF PEDIATRICIAN 210670 0 2195 0 78 0 10125 0 7045 0 230113 0 0 0 LEON JOSEPHS MD FORMER ACTING CEO; PHYSICIAN 152423 0 209 0 891 0 18225 0 3293 0 175041 0 0 0 STEPHEN SMITH MD FMR REGIONAL MEDICAL DIR.; PHYSICIAN 100837 0 2981 0 439 0 18225 0 6330 0 128812 0 0 0 SEE SCHEDULE O STATEMENT 2018-03-31 28350000 SEE SCHEDULE O STATEMENT 222912515 RELIANT FOUNDATION INC 120 FRONT ST WORCESTER MA 01608 501(C)(3) 0 1 0 0 1 1 1 1 0 PART I, LINE 2E: PERSON(S) INVOLVED: INDIVIDUALS WHO BECAME AN OFFICER OF RELIANT MSO:TAREK ELSAWY, MD : PRESIDENT AND CEOSTEPHEN KNOX : COOBRUCE PLUMMER : CFO PART I, LINE 2E: EXPLANATION OF INVOLVEMENT: UPON THEIR TRANSFER TO RELIANT MSO, THE INDIVIDUALS RESPONSIBILITIES AND COMPENSATION DID NOT CHANGE. STATEMENT 1 - DESCRIPTION OF ORGANIZATION MISSION FORM 990, PART I, LINE 1 TO PROVIDE COMPASSIONATE AND HIGH-QUALITY HEALTH CARE AND HEALTH EDUCATION TO PATIENTS AND OTHER MEMBERS OF THE COMMUNITY. STATEMENT 2 FORM 990, PART III, LINE 4A, PROGRAM SERVICE RELIANT MEDICAL GROUP IS A MULTI-SPECIALTY MEDICAL GROUP PRACTICE OF 287 PHYSICIANS AND 262 OTHER PRACTICE CLINICIANS THAT PROVIDES PATIENTS WITH A WIDE RANGE OF MEDICAL AND SURGICAL SERVICES THROUGH A NETWORK OF MORE THAN 31 SITES THROUGHOUT CENTRAL MASSACHUSETTS. THE GROUP'S SERVICES ARE SUPPORTED BY CUTTING-EDGE TECHNOLOGIES AND SERVICE-ORIENTED PROCESSES. THE GROUP PROMOTES THE HEALTH OF THE COMMUNITIES IT SERVES BY PROVIDING CLINICALLY SUPERIOR, INTEGRATED HEALTH CARE SERVICES FOR THE PREVENTION, DIAGNOSIS, AND TREATMENT OF DISEASE. THE GROUP'S SERVICES INCLUDE PROVIDING PATIENTS AND OTHER MEMBERS OF THE COMMUNITY WITH ACCESS TO DISEASE-MANAGEMENT SUPPORT GROUPS, AND HEALTH EDUCATION VIA PHYSICIAN LECTURES AND CONTRIBUTIONS TO THE HEALTH AND FITNESS SECTION OF THE REGION'S LARGEST DAILY NEWSPAPER. MANY OF THE GROUP'S PHYSICIANS ARE HIGHLY ENGAGED IN TEACHING RESIDENTS AND INTERNS IN BOTH HOSPITAL AND OFFICE SETTINGS. ADDITIONALLY, MANY PHYSICIANS AND OTHER EMPLOYEES PARTICIPATE IN RESEARCH ACTIVITIES AIMED AT IMPROVING HEALTH CARE SERVICES FOR THE BENEFIT OF THE WHOLE COMMUNITY. WITH MORE THAN 413,000 ENCOUNTERS, INCLUDING APPROXIMATELY 48,000 MEDICAID AND 106,000 MEDICARE VISITS IN THE THREE MONTHS ENDED MARCH 31, 2018, THE GROUP PROVIDES OVER 100 HEALTH CARE PROGRAMS AND SERVICES AND CARES FOR APPROXIMATELY 385,000 PATIENTS. THE GROUP WAS ONE OF THE FIRST CLINIC-TYPE ORGANIZATIONS TO ENTER INTO MEDICARE AND MEDICAID MANAGED CARE CONTRACTS, AND HAS ONE OF THE LARGEST PANELS OF SUCH PATIENTS IN MASSACHUSETTS. THE GROUP ALSO PROVIDED APPROXIMATELY $900,000 IN UNCOMPENSATED CARE IN THE THREE MONTHS ENDED MARCH 31, 2018. EACH YEAR THE GROUP SUPPORTS A WIDE RANGE OF NON-PROFIT ENDEAVORS, INCLUDING EVENTS THAT RAISE FUNDS FOR THE ONGOING RESEARCH AND TREATMENT OF MAJOR DISEASES (I.E., HEART WALK, RELAY FOR LIFE, NATIONAL CANCER SURVIVORS' DAY, ETC.), AS WELL AS COMMUNITY-BASED CULTURAL AND FAMILY-CENTERED ACTIVITIES THROUGHOUT THE GROUP'S SERVICE AREA. RELIANT MEDICAL GROUP CONTINUES TO BE RECOGNIZED BOTH LOCALLY AND NATIONALLY FOR ITS EXCELLENCE OVER THE PAST YEAR. IN 2017, RELIANT WAS PRESENTED WITH THE BOSTON BUSINESS JOURNAL'S "BEST PLACES TO WORK" AWARD FOR THE FOURTH STRAIGHT YEAR. RELIANT WAS ALSO NAMED TO THE 2017 EDITION OF BECKER'S HOSPITAL REVIEW'S PRESTIGIOUS "150 GREAT PLACES TO WORK IN HEALTHCARE" LIST. DURING 2017, THE BOSTON GLOBE ALSO HONORED RELIANT MEDICAL GROUP IN THEIR ANNUAL TOP PLACES TO WORK AWARD - THE FIFTH STRAIGHT YEAR THE ORGANIZATION HAS RECEIVED THIS SPECIAL HONOR. ALL OF THIS RECOGNITION IS A TESTAMENT THAT RELIANT MEDICAL GROUP IS JUST AS COMMITTED TO ITS EMPLOYEES AS IT IS TO ITS PATIENTS. FORM 990, PART VI, SECTION A, LINE 1 THE BYLAWS IN EFFECT THROUGH MARCH 31, 2018 STATE THAT AN EXECUTIVE COMMITTEE WILL BE FORMED AND BE COMPRISED OF THREE MEMBER TRUSTEES AND TWO COMMUNITY TRUSTEES. THE COMMITTEE "SHALL POSSESS AND MAY EXERCISE ALL THE POWERS AND FUNCTIONS OF THE BOARD OF TRUSTEES IN THE MANAGEMENT AND DIRECTION OF THE AFFAIRS OF THE CORPORATION" WITH A NUMBER OF EXCEPTIONS. ALTHOUGH THE COMMITTEE HAS AUTHORITY AS LISTED ABOVE, IT HAS STATED TO THE BOARD THAT "IT IS PRIMARILY TO SUPPORT CEO AND WILL TRY TO AVOID ANY DECISION MAKING" IN BETWEEN BOARD MEETINGS. FORM 990, PART VI, SECTION A, LINE 2 MICHAEL COOPER MD, TAREK ELSWAY MD, AND SEEMA NARAVANE MD HAD A BUSINESS RELATIONSHIP SINCE THEY SERVED JOINTLY ON THE BOARD OF ASPECTUS, INC. FORM 990, PART VI, SECTION A, LINE 4 THE BY-LAWS OF RELIANT MEDICAL GROUP, INC. ("RMG") WERE AMENDED AND RESTATED, EFFECTIVE AT THE CLOSE OF BUSINESS MARCH 31, 2018, THE DATE ON WHICH THE TRANSACTION DESCRIBED IN SCHEDULE O, CHANGE IN ORGANIZATION STRUCTURE, WAS EFFECTIVE. FORM 990, PART VI, SECTION A, LINE 6 EMPLOYED MDS, ODS, DPMS AND OPTOMETRISTS ARE ELIGIBLE TO BECOME VOTING MEMBERS OF THE ORGANIZATION. THEY MUST BE EMPLOYED FOR 2 FULL YEARS AND MEET SPECIFIC ELIGIBILITY CRITERIA PRIOR TO BEING APPROVED BY MEDICAL LEADERSHIP. POTENTIAL MEMBERS ARE THEN PLACED ON A BALLOT AND MUST RECEIVE A MAJORITY VOTE OF THE MEMBERS IN ATTENDANCE AT A MEETING CALLED FOR SUCH PURPOSE. EFFECTIVE UPON COMPLETION OF THE TRANSACTION DESCRIBED IN SCHEDULE O - CHANGE IN ORGANIZATION STRUCTURE, RELIANT SHALL HAVE A SOLE MEMBER WHO IS APPOINTED EITHER BY OPTUMCARE OR OPTUMCARE-APPOINTED DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A PER THE BYLAWS IN EFFECT THROUGH MARCH 31, 2018, CURRENT VOTING MEMBERS OF THE ORGANIZATION NOMINATE OTHER VOTING MEMBERS FOR ELECTION TO OPEN BOARD SEATS EACH YEAR. NOMINEES MAY ACCEPT OR DECLINE THE NOMINATION; THOSE WHO ACCEPT ARE PLACED ON A WRITTEN BALLOT AND ELECTED BY A MAJORITY VOTE OF MEMBERS AT EACH ANNUAL MEETING OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7B THE BYLAWS IN EFFECT THROUGH MARCH 31, 2018 PROVIDED THAT ANY RECOMMENDED CHANGES TO THE ORGANIZATION'S ARTICLES OR BYLAWS MUST BE APPROVED BY A MAJORITY VOTE OF EXISTING VOTING MEMBERS, IN ADDITION TO ANY MERGER OR CONSOLIDATION WITH ANOTHER ENTITY. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD OF TRUSTEES RESIGNED ON MARCH 31, 2018, IN CONJUNCTION WITH THE TRANSACTION DESCRIBED IN THE NEXT PARAGRAPH. RELIANT MEDICAL ENGAGED AN OUTSIDE TAX/ACCOUNTING FIRM TO ASSIST IN THE PREPARATION AND REVIEW OF ITS 2018 FORM 990. STAFF OF THE SUCCESSOR ORGANIZATION, CONSISTING OF FORMER RELIANT MEDICAL GROUP STAFF MEMBERS, INCLUDING ITS CONTROLLER, DIRECTOR OF COMPENSATION AND CORPORATE PARALEGAL WORKED IN CONCERT WITH THE OUTSIDE FIRM TO COMPLETE THE TAX FORM. EFFECTIVE AT THE CLOSE OF BUSINESS MARCH 31, 2018, PURSUANT TO VARIOUS DEFINITIVE AGREEMENTS, INCLUDING A UNIT PURCHASE AND SALE AGREEMENT DATED NOVEMBER 22, 2017 BY AND AMONG COLLABORATIVE CARE HOLDINGS, LLC D/B/A OPTUMCARE, A DELAWARE LIMITED LIABILITY COMPANY ("OPTUMCARE"), RELIANT MEDICAL, AND RELIANT MSO, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("RELIANT MSO"), RELIANT MEDICAL CONTRIBUTED SUBSTANTIALLY ALL OF ITS ASSETS AND OPERATIONS TO RELIANT MSO, A WHOLLY-OWNED SUBSIDIARY OF RELIANT MEDICAL, AND THEN TRANSFERRED ALL OF ITS MEMBERSHIP INTERESTS IN RELIANT MSO TO OPTUMCARE, ALL IN CONSIDERATION FOR AMOUNTS PAID DIRECTLY TO THE RELIANT FOUNDATION AT THE CLOSING (REQUIRED BY MASSACHUSETTS LAW APPLICABLE TO CHARITABLE CORPORATIONS) AND CERTAIN POST-CLOSING CAPITAL COMMITMENTS FROM OPTUMCARE TO RELIANT MEDICAL. FORM 990, PART VI, SECTION B, LINE 12C MONITORING ANNUALLY, EACH TRUSTEE, THE ORGANIZATION'S CEO, AND MEMBERS OF SENIOR MANAGEMENT COMPLETES AND SUBMITS A CONFLICT OF INTEREST (COI) DISCLOSURE STATEMENT. STATEMENTS ARE REVIEWED AS FOLLOWS: THE CEO'S COI IS REVIEWED BY THE CHAIRMAN OF THE BOARD WITH COPY TO EXTERNAL CORPORATE COUNSEL; THE CHAIRMAN'S COI IS REVIEWED BY THE CEO WITH A COPY TO EXTERNAL CORPORATE COUNSEL; INDEPENDENT TRUSTEES' COI'S ARE REVIEWED BY THE CHAIRMAN OR THE CEO WITH COPIES TO EXTERNAL CORPORATE COUNSEL; PHYSICIAN TRUSTEES & SENIOR MANAGEMENT'S COI'S ARE REVIEWED BY THE CHAIRMAN OF AUDIT/ COMPLIANCE COMMITTEE OR THE CEO WITH COPIES OF POTENTIAL CONFLICTS COMMUNICATED TO THE CEO AND EXTERNAL CORPORATE COUNSEL. AFTER REVIEW, COIS ARE FILED AND MAINTAINED BY THE ASSISTANT CLERK. ENFORCEMENT IF AN INTERESTED INDIVIDUAL PRESENTS AN ITEM AT A BOARD MEETING, HE/SHE IS REQUIRED TO LEAVE THE MEETING DURING DISCUSSION AND VOTING ON ANY TRANSACTION WHICH MAY RESULT IN A CONFLICT. ANY DISCLOSURE OF A FINANCIAL INTEREST OR CONFLICT OF INTEREST MUST BE DETAILED IN THE MEETING MINUTES. WHO IS COVERED THE ORGANIZATION'S CONFLICT OF INTEREST DISCLOSURE STATEMENT COVERS EACH MEMBER OF THE ORGANIZATION'S BOARD OF TRUSTEES, THE CEO AND SENIOR MANAGEMENT. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION PROGRAMS FOR RELIANT MEDICAL GROUP OFFICERS AND KEY EMPLOYEES AND THE PHYSICIAN COMPENSATION MODELS ARE PREPARED IN COMPLIANCE WITH IRS GUIDELINES. THE PROCESS ESTABLISHED BY THE BOARD OF TRUSTEES ALLOWS FOR THE COMPENSATION COMMITTEE TO HANDLE THE REVIEW AND APPROVAL OF THE COMPENSATION PACKAGE FOR THE CEO, THE EXECUTIVE MANAGEMENT TEAM, ALL PHYSICIANS WHO WILL POTENTIALLY EARN MORE THAN 95% OF THE COMPARABLE LEVEL OF PAY REPORTED IN A NATIONALLY RECOGNIZED COMPENSATION PHYSICIAN SURVEY, STIPENDS FOR MEMBERS OF THE BOARD OF TRUSTEES, AND ANY OTHER MATTERS SO DESIGNATED TO COME BEFORE THE COMMITTEE. THE COMMITTEE MEETS QUARTERLY AND AS NEEDED TO HANDLE ANY MATTER THAT REQUIRES ATTENTION IN A TIMELY MANNER. COMPENSATION DECISIONS BY THE COMMITTEE ARE MADE IN ADVANCE OF IMPLEMENTATION, AND ARE PROPERLY DOCUMENTED ON A TIMELY BASIS IN COMMITTEE MINUTES. THE COMMITTEE USES THE SERVICES OF AN INDEPENDENT, OUTSIDE CONSULTING FIRM TO PROVIDE BACKGROUND INFORMATION AS WELL AS LOCAL AND REGIONAL COMPARISON DATA ON THE AREAS OF OVERSIGHT OF THE COMMITTEE. THE CONSULTANT IS AVAILABLE AT ALL TIMES TO CONSIDER MATTERS WHICH REQUIRE HIS INPUT FOR THE COMMITTEE'S QUESTIONS. THE COMMITTEE CONDUCTS ITS DELIBERATIONS AND REPORTS TO THE FULL BOARD AT EACH MEETING. THE PROCESS WAS LAST COMPLETED IN DECEMBER 2017. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART VII, COMPENSATION OF LISTED PERSONS BOARD MEMBERS RECEIVE ANNUAL STIPENDS OF $10,000 FOR THEIR ACTIVE ROLE AS A TRUSTEE. THEY ALSO RECEIVE $1,000 PER BOARD MEETING ATTENDED AND $500 PER BOARD APPOINTED COMMITTEE MEETING ATTENDANCE. THE OFFICER WHO SERVES AS VICE CHAIR RECEIVES AN ADDITIONAL $5,000 FOR THEIR ROLE AS AN OFFICER. ALL OTHER COMPENSATION DISCLOSED IS EARNED WHILE PERFORMING NORMAL JOB FUNCTIONS. FORM 990, PART IX, LINE 11G MEDICAL REFERRAL COSTS (CAPITATION CONTRACTS): PROGRAM SERVICE EXPENSES 82,195,962. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 82,195,962. OTHER: PROGRAM SERVICE EXPENSES 64,444. MANAGEMENT AND GENERAL EXPENSES 197,971. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 262,415. FORM 990, PART XI, LINE 9: DISPOSITION OF NET ASSETS PURSUANT TO PLAN APPROVED BY MA AGO (SEE SCH. O) -42,253,131. CHANGE IN ORGANIZATION STRUCTURE - FINAL FORM 990 AFTER THE CLOSE OF BUSINESS ON MARCH 31, 2018, RELIANT MEDICAL GROUP, INC. ("RMG") AND ITS AFFILIATE ORGANIZATIONS BECAME PART OF OPTUMCARE. OPTUMCARE IS A NATIONAL, PHYSICIAN-LED, CARE DELIVERY ORGANIZATION COMPRISED OF MULTI-SPECIALTY PHYSICIAN GROUPS, A NATIONAL URGENT CARE PLATFORM, AND A NATIONAL PLATFORM OF OWNED AND MANAGED AMBULATORY SURGERY CENTERS. OPTUMCARE IS BUT ONE DIVISION OF OPTUM, INC., A MULTI-NATIONAL ORGANIZATION THAT IN ADDITION TO CARE DELIVERY AND SERVICES PROVIDED BY ITS OPTUM HEALTH SEGMENT PROVIDES HEALTHCARE ANALYTICS AND PAYMENT SUPPORT SERVICES THROUGH OPTUM INSIGHT, AND PHARMACY BENEFIT MANAGEMENT AND PHARMACY CARE SERVICES THROUGH OPTUMRX. OPTUM IS PART OF UNITED HEALTH GROUP, INC. A PUBLICLY-TRADED ORGANIZATION THAT ALSO INCLUDES A HEALTH INSURANCE AND BENEFITS ORGANIZATION, UNITED HEALTHCARE. TRANSACTION FORMAT RMG IS A MASSACHUSETTS NON-STOCK (I.E. NONPROFIT) CORPORATION THAT PRIOR TO THE OPTUM TRANSACTION WAS RECOGNIZED AS A PUBLIC CHARITY UNDER STATE LAW, AS WELL AS A PUBLIC CHARITY EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3). IN JOINING OPTUM, RMG NO LONGER SATISFIES IRC REQUIREMENTS TO REMAIN A FEDERAL TAX EXEMPT ORGANIZATION. ADDITIONALLY, RMG COULD NO LONGER BE RECOGNIZED AS A CHARITY UNDER MASSACHUSETTS LAW, AND THUS NEEDED TO FORMALLY SEPARATE FROM ITS WHOLLY-OWNED SUBSIDIARY, RELIANT MEDICAL GROUP FOUNDATION, INC. ("FOUNDATION"). HOWEVER, RMG REMAINS A MASSACHUSETTS NON-STOCK CORPORATION, ALBEIT ONE THAT IS NO LONGER A PUBLIC CHARITY UNDER FEDERAL AND STATE LAW. IN ITS REQUEST TO THE OAG FOR APPROVAL OF THE TRANSACTION, RMG COMMITTED TO OPERATING EXCLUSIVELY AND USE PROFITS SOLELY TO FURTHER ITS MEDICAL PURPOSES (G.L. CH. 180, S. 4), TO NOT DISTRIBUTE PROFITS TO PRIVATE PARTIES, AND TO ENGAGE IN FAIR MARKET VALUE CONTRACTING. TO EFFECTUATE THE TRANSACTION WITH OPTUM, A NEW MANAGEMENT SERVICES ORGANIZATION, RELIANT MSO, LLC ("MSO") WAS FORMED. MSO IS WHOLLY-OWNED BY AN OPTUM COMPANY, COLLABORATIVE CARE HOLDINGS, LLC ("CCH"). RMG CONTRIBUTED SUBSTANTIALLY ALL OF ITS ASSETS AND OPERATIONS TO THE MSO. BY WAY OF EXAMPLE, THE CONTRIBUTED ASSETS INCLUDED RMG'S LEASES, VENDOR AND SERVICES AGREEMENTS, PROPERTY AND EQUIPMENT AND TRADE AND SERVICE MARKS. ADDITIONALLY, CERTAIN CLINICAL AND NON-CLINICAL EMPLOYEES THAT HAD BEEN EMPLOYED BY RMG BECAME EMPLOYEES OF THE MSO. RMG RETAINED ALL CONTRACTS WITH THIRD PARTY PAYERS AND SUBSTANTIALLY ALL OF ITS CLINICAL EMPLOYEES. UNDER A LONG-TERM ADMINISTRATIVE SERVICES AGREEMENT, THE MSO PROVIDES A RANGE OF MANAGEMENT, FINANCIAL, AND TECHNICAL SERVICES TO RMG. PAYMENT OF NET PROCEEDS AND SEPARATION FROM RELIANT FOUNDATION AFTER RMG CONTRIBUTED THE ASSETS TO THE MSO, CCH PAID $28.35 MILLION FOR THE CONTRIBUTED RMG ASSETS. HOWEVER, SINCE THIS AMOUNT WOULD HAVE CONSTITUTED CHARITABLE PROCEEDS, AND RMG NO LONGER QUALIFIED AS A CHARITABLE ORGANIZATION, RMG DISTRIBUTED SUCH FUNDS TO THE FOUNDATION. CONCURRENTLY, THE FOUNDATION AMENDED ITS ARTICLES AND BYLAWS TO SEVER ALL LEGAL TIES TO RMG, AND THE FOUNDATION NOW OPERATES AS A SEPARATE ORGANIZATION CALLED "RELIANT FOUNDATION". IN MASSACHUSETTS THE STATE'S OFFICE OF THE ATTORNEY GENERAL ("OAG") ENFORCES CHARITIES LAW AND THUS WAS REQUIRED TO APPROVE RMG'S TRANSACTION WITH OPTUM AND TO ASSENT TO THE PAYMENT OF THE TRANSACTION SALE PROCEEDS TO THE FOUNDATION. RMG ENGAGED IN EXTENSIVE DISCUSSIONS WITH OAG REGARDING THE TRANSACTION, AND THE OAG CONDUCTED ITS OWN FINANCIAL ANALYSIS AND INVESTIGATION. THE OAG DETERMINED THAT THROUGH THE PURCHASE PRICE AND ADDITIONALLY THROUGH OPTUMCARE'S POST-CLOSING COMMITMENTS OUTLINED IN THE TRANSACTION DOCUMENTS IN EXHIBIT 5, THE TRANSACTION INCLUDED FAIR VALUE IN EXCHANGE FOR RMG'S ASSETS. THE OAG APPROVED THE TRANSACTION SUBJECT TO RMG AND THE FOUNDATION BOTH AGREEING TO CERTAIN CONDITIONS THAT FURTHER CEMENTED THEIR LEGAL SEPARATION (NO GRANTS FROM THE FOUNDATION TO OPTUM, NO BOARD MEMBERSHIPS FOR RMG EMPLOYEES). AFTER RECEIVING APPROVAL FROM THE OAG, RMG RECEIVED FINAL AUTHORIZATION FROM THE MASSACHUSETTS SUPREME JUDICIAL COURT TO PROCEED WITH THE TRANSACTION. SCHEDULE N, PART I, 2(B) AND (D) EFFECTIVE AT THE CLOSE OF BUSINESS MARCH 31, 2018, PURSUANT TO VARIOUS DEFINITIVE AGREEMENTS, INCLUDING A UNIT PURCHASE AND SALE AGREEMENT DATED NOVEMBER 22, 2017 BY AND AMONG COLLABORATIVE CARE HOLDINGS, LLC D/B/A OPTUMCARE, A DELAWARE LIMITED LIABILITY COMPANY ("OPTUMCARE"), RELIANT MEDICAL, AND RELIANT MSO, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("RELIANT MSO"), RELIANT MEDICAL CONTRIBUTED SUBSTANTIALLY ALL OF ITS ASSETS AND OPERATIONS TO RELIANT MSO, A WHOLLY-OWNED SUBSIDIARY OF RELIANT MEDICAL, AND THEN TRANSFERRED ALL OF ITS MEMBERSHIP INTERESTS IN RELIANT MSO TO OPTUMCARE, ALL IN CONSIDERATION FOR AMOUNTS PAID DIRECTLY TO THE RELIANT FOUNDATION AT THE CLOSING (REQUIRED BY MASSACHUSETTS LAW APPLICABLE TO CHARITABLE CORPORATIONS) AND CERTAIN POST-CLOSING CAPITAL COMMITMENTS FROM OPTUMCARE TO RELIANT MEDICAL. A COMPLETE COPY OF THE COMMONWEALTH OF MASSACHUSETTS SUPREME JUDICIAL COURT DECISION APPROVING THE TRANSACTION IN WHICH RELIANT MEDICAL SOLD SUBSTANTIALLY ALL OF ITS ASSETS AND OPERATIONS TO COLLABORATIVE CARE HOLDINGS, LLC D/B/A OPTUMCARE IS ATTACHED. THE COURT'S APPROVAL AND THE AGO REQUEST DESCRIBES THE PROCESS USED TO DETERMINE FAIR MARKET VALUE. SCHEDULE F, PART IV, FOREIGN FORMS FORM 5471 IS NOT INCLUDED FOR RELIANT MEDICAL GROUP, INC.'S TAX YEAR JANUARY 1, 2018 TO MARCH 31, 2018 BECAUSE THE TAX YEAR-END OF MASSACHUSETTS ASSURANCE COMPANY, LTD, A CONTROLLED FOREIGN CORPORATION, IS DECEMBER 31, 2018 WHICH YEAR-END DOES NOT END WITH OR WITHIN THE TAX YEAR JANUARY 1, 2018 TO MARCH 31, 2018. RELIANT MEDICAL GROUP THE ENDOSCOPY CENTER LLC 100 FRONT STREET WORCESTER MA 01608 205251393 AMBULATORY SURGICAL CENTER MA 1803638 21597836 RELIANT MEDICAL GROUP INC SURGICAL EYE EXPERTS LLC 100 FRONT STREET WORCESTER MA 01608 651321064 AMBULATORY SURGICAL CENTER MA 496223 6030828 RELIANT MEDICAL GROUP INC IN STYLE OPTICAL LLC 100 FRONT STREET WORCESTER MA 01608 273296953 OPTICAL MA 715192 586528 RELIANT MEDICAL GROUP INC RELIANT FOUNDATION INC (FKA RELIANT MEDICAL GROUP FOUNDATION INC) 120 FRONT STREET WORCESTER MA 01608 222912515 FUNDRAISING MA 501(C)(3) LINE 7 RELIANT MEDICAL GROUP INC 1 DURABLE MEDICAL EQUIPMENT INC 42 SOUTHBRIDGE STREET AUBURN MA 01501 043106404 MEDICAL EQUIPMENT SUPPLIER MA 501(C)(3) LINE 12B, II RELIANT MEDICAL GROUP INC 1 ASPECTUS INC 100 FRONT STREET WORCESTER MA 01608 043403101 INACTIVE MA RELIANT MEDICAL GROUP INC C 1.00000 1 MASSACHUSETTS ASSURANCE COMPANY LTD FIRST CARIBBEAN HOUSE GEORGETOWN GRAND CAYMAN CJ 980469895 INSURANCE CJ RELIANT MEDICAL GROUP INC C 38803335 1.00000 1 0 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 0 DURABLE MEDICAL EQUIPMENT INC L 139257 COST MASSACHUSETTS ASSURANCE COMPANY LTD Q 3758602 INSURANCE INDEMNITY PAYMENTS RELIANT MEDICAL GROUP FOUNDATION INC B 37500 BOARD APPROVAL RELIANT MEDICAL GROUP FOUNDATION INC C 17109 BOARD APPROVAL RELIANT MEDICAL GROUP FOUNDATION INC L 71684 COST DURABLE MEDICAL EQUIPMENT INC E 19046410 ACCRUAL