TY 2019 Form 990

(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

(1) DANIEL DOHERTY......................................................................
CLINICAL MANAGER

0.0
.................
40.0

112,649

1,466

(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 business address

(B)
Description of services

Rackemann Sawyer Brewster,
160 Federal Street
BOSTON,MA02110

Legal

440,329

HEALTH NEW ENGLAND,
ONE MONARCH PLACE
SPRINGFIELD,MA01144

TPA SERVICES

146,160

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

	(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ...	2d


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

1.(a) Description of liability	(b) Book value
(1) Federal income taxes	0
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	78,370,436
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......	1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................	2e
3	Subtract line 2e from line 1..................	3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................	4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......	5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........	1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................	2e
3	Subtract line 2e from line 1...................	3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................	4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......	5

- 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

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

MINUTEMAN HEALTH INC

Employer identification number

45-3596033

Return Reference	Explanation
Form 990 Part III Line 3	ON AUGUST 2, 2017 AN ORDER OF REHABILITATION WAS FILED WITH THE SUPREME JUDICIAL COURT FOR SUFFOLK COUNTY. THE ACTING COMMISSIONER OF INSURANCE FOR THE COMMONWEALTH OF MASSACHUSETTS AND HIS SUCCESSOR IN OFFICE WAS APPOINTED AS RECEIVER OF MHI FOR THE PURPOSE OF REHABILITATING MHI AND CONSERVING ITS ASSETS PURSUANT TO G.L.C. 176G, PARAGRAPHS 20 AND 20A, AND G.L.C. 175, PARAGRAPH 180B. AS OF DECEMBER 31, 2017, ALL MHI MEMBER POLICIES WERE TERMINATED. ON APRIL 25, 2018, AN ORDER OF LIQUIDATION WAS ENTERED BY THE SUPREME JUDICIAL COURT. THE COMMISSIONER OF INSURANCE WAS APPOINTED AS LIQUIDATOR OF MHI. FORM 990 PART V LINE 13a THE COMPANY WAS INCORPORATED ON SEPTEMBER 23, 2011 AND IS FUNDED THROUGH THE AFFORDABLE CARE ACT (THE ACT). THE COMPANY RECEIVED ITS MASSACHUSETTS HEALTH MAINTENANCE ORGANIZATION LICENSE IN AUGUST 2013 RETROACTIVE TO MARCH 1, 2013. MEMBERSHIP ENROLLMENT BEGAN ON OCTOBER 1, 2013 FOR COVERAGE EFFECTIVE JANUARY 1, 2014. ADDITIONALLY, THE COMPANY ESTABLISHED OPERATIONS IN NEW HAMPSHIRE AND RECEIVED A HEALTH MAINTENANCE ORGANIZATION LICENSE ON MARCH 24, 2014 TO ISSUE POLICIES IN NEW HAMPSHIRE EFFECTIVE JANUARY 1, 2015. THE COMPANY HAS NO SUBSIDIARIES. MHI IS AN APPROVED CONSUMER OWNED AND OPERATED ORGANIZATION AND IS DESIGNED TO FULFILL THE SPIRIT AND INTENT OF THE CONSUMER OWNED AND OPERATED CO OP MODEL (CO OP), AND THE STANDARDS SET FORTH IN SECTIONS 1322(B)(3), 1322(B)(4) AND 1322(C)(3) OF THE ACT. THE COMPANY IS INCORPORATED UNDER MASSACHUSETTS GENERAL LAW (M.G.L.) C. 180. THE COMPANY IS LICENSED BY THE MASSACHUSETTS DIVISION OF INSURANCE AS A M.G.L. C. 176G HMO INSURER AND BY NEW HAMPSHIRE DIVISION OF INSURANCE AS A FOREIGN HMO ISSUER. ALL LICENSES HAVE BEEN SUBSEQUENTLY RENEWED. ON AUGUST 2, 2017 AN ORDER OF REHABILITATION WAS FILED WITH THE SUPREME JUDICIAL COURT FOR SUFFOLK COUNTY. THE ACTING COMMISSIONER OF INSURANCE FOR THE COMMONWEALTH OF MASSACHUSETTS AND HIS SUCCESSOR IN OFFICE WAS APPOINTED AS RECEIVER OF MHI FOR THE PURPOSE OF REHABILITATING MHI AND CONSERVING ITS ASSETS PURSUANT TO G.L.C. 176G, PARAGRAPHS 20 AND 20A, AND G.L.C. 175, PARAGRAPH 180B. AS OF DECEMBER 31, 2017, ALL MHI MEMBER POLICIES WERE TERMINATED. ON APRIL 25, 2018, AN ORDER OF LIQUIDATION WAS ENTERED BY THE SUPREME JUDICIAL COURT. THE COMMISSIONER OF INSURANCE WAS APPOINTED AS LIQUIDATOR OF MHI.
Form 990 Part V Line 13b	PURSUANT TO IRS NOTICE 2011-23 QUALIFIED NON-PROFIT HEALTH INSURANCE COMPANIES EXEMPT UNDER IRC SECTION 501(C)(29) ARE REQUIRED TO DISCLOSE THE AMOUNT OF THEIR INSURANCE RESERVES REQUIRED BY THE STATE IN WHICH THEY OPERATE AND THE TOTAL AMOUNT OF THEIR RESERVES. THE COMPANY IS LICENSED IN THE COMMONWEALTH OF MASSACHUSETTS AND THE STATE OF NEW HAMPSHIRE. THE COMMONWEALTH OF MASSACHUSETTS, PER CHAPTER 176G SECTION 25, REQUIRES A CARRIER TO HAVE NET WORTH EQUAL TO THE GREATER OF $1,000,000, 2% OF ANNUAL PREMIUMS UP TO A CERTAIN THRESHOLD, THREE MONTHS OF UNCOVERED HEALTH CARE EXPENDITURES, OR 8% OF ANNUAL HEALTH CARE EXPENDITURES. THE STATE OF NEW HAMPSHIRE REQUIRES THE COMPANY TO ESTABLISH A SEPARATE ACCOUNT FOR THE BENEFIT OF NEW HAMPSHIRE POLICYHOLDERS IN THE AMOUNT OF $1,000,000. THE COMPANY'S NET WORTH DECLINED SUBSTANTIALLY IN 2017 AND THUS WAS PLACED IN RECEIVERSHIP IN AUGUST 2017 AND IN LIQUIDATION IN APRIL 2018.
Form 990 Part VI Line 6	THE COMPANY WAS GOVERNED BY A FORMATION BOARD OF DIRECTORS IN 2014. IN DECEMBER OF 2014, THE COMPANY HELD ITS FIRST MEMBER ELECTION OF THE BOARD OF DIRECTORS AND TRANSITIONED TO THE OPERATIONAL BOARD. THE 2015 OPERATIONAL BOARD WAS COMPRISED OF 4 ELECTED DIRECTORS AND 5 APPOINTED DIRECTORS, AND COMMENCED OPERATIONS DURING THE FIRST BOARD MEETING OF 2015. IN 2017, THE BOARD OF DIRECTORS RESIGNED WHEN MHI WAS PLACED INTO REHABILITATION AND THE RECEIVER WAS APPOINTED BY THE SUPREME JUDICIAL COURT.
Form 990 Part VI Line 7a AND 7B	PRIOR TO THE COMPANY BEING PLACED IN REHABILITATION, THE MEMBERS OF THE COMPANY HAD THE POWER TO: (I) ELECT AND RECOMMEND REMOVAL OF PERSONS SERVING ON THE BOARD OF DIRECTORS, (II) APPROVE ANY ACTION BY THE BOARD TO AMEND OR RESTATE THE ARTICLES; (III) APPROVE ANY ACTION BY THE BOARD TO AMEND, RESTATE OR REPEAL ANY PROVISION OF THE BYLAWS THAT WOULD ALTER THE POWERS OF THE MEMBERS, AND (IV) ANY OTHER POWERS EXPRESSLY RESERVED TO THEM BY LAW. ALL OTHER POWERS OF THE COMPANY RESIDED EXCLUSIVELY WITH THE DIRECTORS.
Form 990 Part VI Line 11a AND 11B	THE COMPANY PROVIDED A COPY OF THE 990 TO THE MASSACHUSETTS DIVISION OF INSURANCE PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE.
Form 990 Part VI Line 19	THE FEDERAL FORM 990 IS AVAILABLE UPON REQUEST BY ANY MEMBER OF THE GENERAL PUBLIC. THE COMPANY FILED QUARTERLY AND ANNUAL FILINGS WITH THE NAIC AND THE MASSACHUSETTS AND THE NEW HAMPSHIRE DIVISIONS OF INSURANCE.
Form 990 Part XI Reconciliation of Net Assets	Net Assets or Fund Balances at beginning of year $(15,613,290) Reclass Start-up Loan to Liabilities, per Court Order (24,904,495) Net Investment Income 637,923 Other (99,749) Net Assets or Fund Balances at end of year $(39,979,611)

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2019

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: MINUTEMAN HEALTH INC. IS IN LIQUIDATION, WHILE STILL ACTIVE ITS MISSION WAS TO DELIVER MORE CHOICE, MORE VALUE, AND MORE AFFORDABILITY TO INDIVIDUALS AND EMPLOYEES IN MA AND NH.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	0
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 2019 (Part V, line 2a) ......	5	2
6	Total number of volunteers (estimate if necessary) .............	6
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 39 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	637,923
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)	0	637,923
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	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)	0	0
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)....	0	0
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	0	0
19	Revenue less expenses. Subtract line 18 from line 12.......	0	637,923
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	41,728,126	39,005,983
21	Total liabilities (Part X, line 26).............	57,341,396	78,985,594
22	Net assets or fund balances. Subtract line 21 from line 20.....	-15,613,270	-39,979,611

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	MINUTEMAN HEALTH INC. HAD NO POLICIES IN EFFECT AFTER DECEMBER 31, 2017. IN 2018, MINUTEMAN BEGAN THE PROCESS OF MARSHALLING ASSETS AND PAYING CREDITORS IN ACCORDANCE WITH THE LIQUIDATION STATUES IN MASSACHUSETTS.

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 expenses

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	112,649	0	1,466

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 above		1f

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		0

		Business Code
2a
b
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		0

3 Investment income (including dividends, interest, and othersimilar amounts) ......			637,923		637,923
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(ii) Personal	(i) Real
6a	Gross rents			6a
b	Less: rental expenses			6b
c	Rental income or (loss)	0	0	6c
d	Net rental income or (loss).......			0
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory			7a
b	Less: cost or other basis and sales expenses			7b
c	Gain or (loss)			7c
d	Net gain or (loss).........			0
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a	0
b	Less: direct expenses ...		8b	0
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a	0
b	Less: direct expenses ...		9b	0
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
			10a	0
b	Less: cost of goods sold ..		10b	0
c	Net income or (loss) from sales of inventory..			0
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See instructions.....			637,923		637,923

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............	0
4	Benefits paid to or for members .......	0
5	Compensation of current officers, directors, trustees, and key employees ...........	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........	0
7	Other salaries and wages........	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	0
9	Other employee benefits .......	0
10	Payroll taxes ...........	0
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	0
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	0
12	Advertising and promotion ....	0
13	Office expenses .......	0
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	0
17	Travel ............	0
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	0
23	Insurance ...	0
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
b
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	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).

1	Cash–non-interest-bearing ........		4,915,023	1	3,255,730
2	Savings and temporary cash investments .........		0	2	0
3	Pledges and grants receivable, net ......		0	3	0
4	Accounts receivable, net .............		428,846	4	0
5	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
			0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
			0	6	0
7	Notes and loans receivable, net ...........		0	7	0
8	Inventories for sale or use ............		0	8	0
9	Prepaid expenses and deferred charges ......		30,000	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation	10b	0	10c	0
11	Investments—publicly traded securities .		36,242,516	11	35,613,610
12	Investments—other securities. See Part IV, line 11 .....		0	12	0
13	Investments—program-related. See Part IV, line 11 ..		0	13	0
14	Intangible assets ...............		0	14	0
15	Other assets. See Part IV, line 11 ...........		111,741	15	136,643
16	Total assets. Add lines 1 through 15 (must equal line 33)...		41,728,126	16	39,005,983

17	Accounts payable and accrued expenses .....	6,719,500	17	615,158
18	Grants payable ...	0	18	0
19	Deferred revenue .........	0	19	0
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
		0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
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	50,621,896	25	78,370,436
26	Total liabilities. Add lines 17 through 25..	57,341,396	26	78,985,594

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	-15,613,270	27	-39,979,611
28	Net assets with donor restrictions ...........	0	28	0
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	-15,613,270	32	-39,979,611
33	Total liabilities and net assets/fund balances ........	41,728,126	33	39,005,983

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

1a	Land .....
b	Buildings ....
c	Leasehold improvements
d	Equipment ....
e	Other .....
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3)Other
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)