Lakeview Medical Inc

“The by-laws of durable medical equipment, inc. 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.”

“Reliant medical group is the sole member of durable medical equipment, inc.”

“Directors of durable medical equipment, inc. Are elected by the member, reliant medical group.”

“The member of durable medical equipment, inc. (reliant medical group) must approve: a) any amendment to durable's articles of organization or bylaws; b) a merger, consolidation or dissolution of durable; c) the sale, lease, transfer or other disposition of all or substantially all of durable's assets.”

“Durable medical equipment, inc. Does not have separate board committees; it conforms to all policies, practices, etc. Of the sole member, reliant medical group.”

“The board of trustees resigned on march 31, 2018, in conjunction with the transaction described in the next paragraph. Durable medical equipment's sole member, 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.”

“Monitoring annually, each trustee completes and submits a conflict of interest disclosure statement. Statements are reviewed as follows: durable's president's coi is reviewed by reliant medical group's chairman of the board with a copy to external corporate counsel; independent trustees' coi's are reviewed by reliant medical group's chairman or ceo with copies to external corporate counsel; physician trustees and senior management's coi's are reviewed by reliant medical group's chairman of the audit/compliance committee or reliant's ceo with copies of potential conflicts communicated to the ceo and external corporate counsel. After review, the coi's 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 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 president and senior management.”

“Trustees, officers, and key employees are covered under reliant medical group's pay policy. The compensation package for the president was performed under the process established by the compensation committee and used information from our external consulting firm.”

“The organization's financial statements, conflict of interest policy and governing documents are available upon request.”

“Form 990, part i, line 1 to sell and/or rent medical equipment and supplies to benefit reliant medical group and other members of the community.”

“Employees reported on form w-3: durable employees are included in the w-3 of the common paymaster, reliant medical group, inc.”

“Outside utilization charges (capitation contracts) & other medical service: program service expenses 322,983. Management and general expenses 0. Fundraising expenses 0. Total expenses 322,983.”

“Disposition of net assets pursuant to plan approved by ma ago (see sch. O) -19,346,052.”

“After the close of business on march 31, 2018, reliant medical group, inc. ("rmg") and its affiliate organizations (including durable medical equipment, inc. ("durable") ) became part of optumcare, a division of optum, inc., which is part of united health group, inc. A publicly-traded organization. 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 and durable no longer satisfy irc requirements to remain a federal tax exempt organization. Additionally, rmg and durable could no longer be recognized as a charity under massachusetts law. However, rmg and durable each remain massachusetts non-stock corporations, albeit no longer a public charity under federal and state law, and are required to continue to operate in a nonprofit manner consistent with massachusetts chapter 180. 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, including durable, 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 and through rmg to durable. 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 reliant medical foundation, inc. ("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.”

“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, including durable, 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 of rmg.”