2023-11-14T07:27:33-06:00 2022-12-31 135565207 KPMG LLP 345 PARK AVENUE NEW YORK NY 101540102 990 2022-01-01 133330672 AFFINITY LEGACY INC AFFI 7187947700 922 E TREMONT AVE 2105 BRONX NY 10460 RACHEL AMALFITANO CFO 5169821146 2023-11-13 1 RACHEL AMALFITANO 999009999 0 OMO-OSE JOSEPH-ERAMEH P02534927 2127589700 2023-11-07 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z CLARA HANSEN 922 E TREMONT AVE 2105 BRONX NY 10460 31990285 0 X AFFINITYLEGACY.ORG X 1986 NY IMPROVE THE HEALTH AND WELL-BEING OF THE PEOPLE IN THE COMMUNITIES WE SERVE. 10 10 1 0 0 0 0 0 1311867660 0 812922 356942 626941 1522977 1313307523 1879919 0 5000000 0 0 66398515 655218 0 0 0 1221886550 1089903 1288285065 6745121 25022458 -4865202 103380908 104244580 1377925 437739 102002983 103806841 X THE MISSION OF AFFINITY LEGACY, INC., F/K/A AFFINITY HEALTH PLAN (AFFINITY), IS TO IMPROVE THE HEALTH AND WELL-BEING OF THE PEOPLE IN THE COMMUNITIES WE SERVE. 0 1 5000000 5000000 COMMUNITY GRANT PROGRAM : DURING 2022, AFFINITY ESTABLISHED A COMMUNITY GRANT PROGRAM (THE PROGRAM) FUNDED BY A PORTION OF THE PROCEEDS FROM THE SALE TO MOLINA HEALTHCARE. UNDER THE PROGRAM, GRANTS ARE DISTRIBUTED TO ELIGIBLE COMMUNITY-BASED ORGANIZATIONS THROUGH AN APPLICATION PROCESS. GRANT FUNDING IS MADE AVAILABLE FOR PROJECTS THAT ARE PROVIDED FOR THE BENEFIT OF RESIDENTS WITHIN THE 10-COUNTY SERVICE AREA PREVIOUSLY SERVED BY AFFINITY HEALTH PLAN AND THAT ARE FOCUSED ON ONE OF FOUR FUNDING PRIORITIES: 1) MENTAL HEALTH; 2) FOOD INSECURITY; 3) FORMERLY INCARCERATED INDIVIDUALS; AND 4) WORKFORCE ADVANCEMENT AND CONSUMER EDUCATION. 5000000 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 24 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 X 10 10 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X RACHEL AMALFITANO 5169821146 922 E TREMONT AVE 2105 BRONX NY 10460 AMY KNAPP TRUSTEE 1.00 2.00 X 11000 0 0 JOHN SARDELIS TRUSTEE 1.00 2.00 X 25000 0 0 YVETTE WALKER MD TRUSTEE 1.00 2.00 X 25000 0 0 NANETTE FALKENBERG TRUSTEE 1.00 2.00 X 24000 0 0 VERONA GREENLAND TRUSTEE 1.00 2.00 X 17000 0 0 PALOMA IZQUIERDO-HERNANDEZ TRUSTEE & CHAIR 1.00 2.00 X X 25000 0 0 LYNN SHERMAN TRUSTEE & TREASURER 1.00 2.00 X X 18000 0 0 BRIAN MCINDOE TRUSTEE 1.00 2.00 X 15000 0 0 LINDA MULLER TRUSTEE & SECRETARY 1.00 2.00 X X 13000 0 0 JUDITH FAIRWEATHER TRUSTEE 1.00 2.00 X 18000 0 0 CLARA MERCEDES HANSEN EXECUTIVE DIRECTOR 40.00 0.00 X 333340 0 28424 RACHEL AMALFITANO CONSULTANT/CFO 14.00 0.00 X 244650 0 0 SCOTT BREIDBART FORMER CHIEF MEDICAL OFFICER 35.00 0.00 X 143182 0 0 912172 0 28424 3 1 1 0 GREENBERG TRAURIG LLP 8400 NW 36TH STREET SUITE 400 DORAL FL 33166 LEGAL SERVICES 297734 KPMG LLP 3 CHESTNUT RIDGE ROAD MONTVALE NJ 07645 ACCOUNTING SERVICES 272500 2 864182 864182 29603126 30110366 -507240 -507240 -507240 PHARMACY REBATES 675184 675184 OTHER REVENUE 569441 569441 PREMIUM AMORTIZATION I 278352 278352 1522977 1879919 1244625 0 635294 5000000 5000000 797414 797414 -142196 -142196 410209 410209 -43137 -43137 100669 100669 211127 211127 490 490 4719 4719 69104 69104 858 858 55 55 349055 349055 BANK CHARGES/FILLING FE 379 379 -13625 -13625 6745121 5000000 1745121 0 14680357 18341212 8677052 15010783 2089930 1723631 29481213 23402569 48452356 45766385 103380908 104244580 1377925 437739 1377925 437739 X 102002983 103806841 102002983 103806841 103380908 104244580 X -4865202 -314759 6983819 X 0 1 X 1 0 X 1534514333 1304530050 1354403147 1311867660 5505315190 1534514333 1304530050 1354403147 1311867660 5505315190 0 0 0 5505315190 2276181 2647573 2372084 1957343 1142534 10395715 2276181 2647573 2372084 1957343 1142534 10395715 7183743 12221197 22667749 626941 1244625 43944255 1543974257 1319398820 1379442980 1314451944 2387159 5559655160 0.99020 0.99180 0.00190 0.00170 X 0 INTEREST RECEIVABLE 176933 PHARMACY REBATE RECEIVABLE 914028 MOLINA ESCROW AGREEMENT 37542659 OTHER RECEIVABLE 7127000 ESCROW RECEIVABLE 5765 45766385 X 8548979 -314759 6983819 6669060 1879919 0 1879919 6745121 0 6745121 0 6745121 PART X, LINE 2: ASC 740 FOOTNOTE AFFINITY IS TAX-EXEMPT UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AND ITS INCOME IS GENERALLY NOT SUBJECT TO FEDERAL, NEW YORK STATE, OR LOCAL INCOME TAXES. AFFINITY RECOGNIZES INCOME TAX POSITIONS WHEN IT IS MORE LIKELY THAN NOT THAT THE POSITION WILL BE SUSTAINABLE BASED ON THE MERITS OF THE POSITION. MANAGEMENT HAS CONCLUDED THAT THERE ARE NO MATERIAL TAX LIABILITIES THAT NEED TO BE RECORDED AS OF DECEMBER 31, 2022. PART XI, LINE 2D - OTHER ADJUSTMENTS: GAIN ON SALE OF HEALTH PLAN, NET 6,983,819. 1 BRONX COMMUNITY HEALTH NETWORK INC 1 FORDAM PLAZA SUITE 1108 BRONX NY 10458 133905296 501(C)(3) 1000000 0 COMMUNITY GRANT PROGRAM BRONXCARE DR MARTIN LUTHER KING JR HEALTH CENTER 1276 FULTON AVENUE BRONX NY 10456 132707945 501(C)(3) 1000000 0 COMMUNITY GRANT PROGRAM BROWNSVILLE COMMUNITY DEVELOPMENT CORPORATION 892 ROCKAWAY AVENUE BROOKLYN NY 11212 112544630 501(C)(3) 1000000 0 COMMUNITY GRANT PROGRAM COMMUNITY HEALTHCARE NETWORK INC 60 MADISON AVENUE FLOOR 5 NEW YORK NY 100101600 133083068 501(C)(3) 1000000 0 COMMUNITY GRANT PROGRAM PLANNED PARENTHOOD OF GREATER NEW YORK INC 26 BLEECKER STREET NEW YORK NY 10012 132621497 501(C)(3) 1000000 0 COMMUNITY GRANT PROGRAM 5 X X 0 0 0 0 0 0 0 1 0 CLARA MERCEDES HANSEN EXECUTIVE DIRECTOR 273750 0 59590 0 0 0 6250 0 22174 0 361764 0 0 0 RACHEL AMALFITANO CONSULTANT/CFO 244650 0 0 0 0 0 0 0 0 0 244650 0 0 0 SCOTT BREIDBART FORMER CHIEF MEDICAL OFFICER 143182 0 0 0 0 0 0 0 0 0 143182 0 0 0 PART I, LINE 7 NON-FIXED PAYMENTS FORM 990, SCHEDULE J, PART I, LINE 7 INDIVIDUALS LISTED ON SCHEDULE J, PART II RECEIVED DISCRETIONARY BONUS COMPENSATION, INCLUDING ANNUAL BONUSES IN CALENDAR YEAR 2022. FORM 990, PART III, LINE 3 IN OCTOBER 2020, AFFINITY ENTERED INTO AN ASSET PURCHASE AGREEMENT ("APA") TO SELL ITS HEALTH PLAN OPERATIONS TO MOLINA. THE PARTIES SUBSEQUENTLY RECEIVED ALL REQUIRED REGULATORY APPROVALS FROM THE NEW YORK STATE DEPARTMENT OF HEALTH AND THE NEW YORK STATE ATTORNEY GENERAL AND CLOSED ON THE TRANSACTION ON OCTOBER 25, 2021. THE PURCHASE PRICE FOR THE TRANSACTION WAS $500,000,000, LESS THE AMOUNT BY WHICH THE TARGET NET ASSET VALUE ("NAV") IS GREATER THAN THE ESTIMATED NAV OF THE ASSETS AND LIABILITIES ASSUMED BY MOLINA AS OF OCTOBER 25, 2021. IN MARCH 2023, MOLINA PREPARED AND DELIVERED TO AFFINITY A STATEMENT SETTING FORTH MOLINA'S UPDATED CALCULATION OF THE NAV OF THE ASSETS AND LIABILITIES THEY ASSUMED ON OCTOBER 25, 2021, AS REQUIRED BY THE APA. THE NAV ON THAT STATEMENT WAS $(183,684,000), AN INCREASE OF $6,984,000 FROM THE NAV ON OCTOBER 25, 2021 OF $(190,668,000). THEREFORE, AFFINITY RECORDED A GAIN ON THE SALE OF $6,983,819 WHICH IS RECORDED IN OTHER NON-OPERATING REVENUE (EXPENSES) IN THE STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS AS OF DECEMBER 31, 2022. FOR PURPOSES OF FORM 990, THE GAIN IS REPORTED AS AN OTHER CHANGE IN NET ASSETS OR FUND BALANCES ON PART XI, LINE 9. FORM 990, PART VI, SECTION A, LINE 4 GOVERNING DOCUMENTS IN NOVEMBER 2021, THE ORGANIZATION'S CERTIFICATE OF INCORPORATION WAS AMENDED TO FORMALLY CHANGE THE NAME TO AFFINITY LEGACY, INC. AT THIS TIME, THE BYLAWS WERE ALSO AMENDED TO REMOVE ORGANIZATIONAL MEMBERS AND UPDATE CERTAIN BOARD COMMITTEES. IN JULY 2023, THE CERTIFICATE OF INCORPORATION WAS AMENDED TO REMOVE ORGANIZATIONAL MEMBERS. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW THE FINANCIAL STAFF COMPILES THE FINANCIAL AND OTHER INFORMATION REQUIRED IN THE 990 RETURN. KPMG LLP PREPARES THE RETURN AND THE INFORMATION IS REVIEWED BY THE COMPANY'S CFO. A FINAL COPY OF THE FORM 990 IS MADE AVAILABLE TO THE ENTIRE GOVERNING BODY BEFORE FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST 1. ACTUAL OR POTENTIAL CONFLICTS OF INTEREST MUST BE DISCLOSED TO APPROPRIATE MANAGEMENT PERSONNEL, HUMAN RESOURCES OR THE CORPORATE COMPLIANCE OFFICER. 2. EMPLOYEES MUST SEEK GUIDANCE AND APPROVAL FROM APPROPRIATE MANAGEMENT PERSONNEL PRIOR TO PURSUING ANY BUSINESS OR PERSONAL ACTIVITY THAT MAY CONSTITUTE A CONFLICT OF INTEREST. 3. MANAGEMENT, WITH PURCHASING AUTHORITY, WILL COMPLETE A RELATED PARTY QUESTIONNAIRE ANNUALLY TO IDENTIFY ANY POTENTIAL OR ACTUAL CONFLICTS OF INTEREST. 4. EMPLOYEES, UPON HIRE AND ANNUALLY THEREAFTER, REVIEW THE CODE OF ETHICS WHICH INCLUDES INFORMATION ON CONFLICTS OF INTEREST. IN ADDITION, EMPLOYEES ARE REQUIRED TO SIGN AN ATTESTATION, UPON HIRE AND ANNUALLY THEREAFTER, THAT THEY ACKNOWLEDGE AND UNDERSTOOD THE CODE OF ETHICS. IF A CONFLICT OF INTEREST IS FOUND, PERSONS WITH A CONFLICT RECUSE THEMSELVES FROM DECISIONS RELATED TO THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEW THE PROCESS FOR DETERMINING COMPENSATION FOR EXECUTIVE DIRECTOR AND CFO INCLUDED REVIEW AND APPROVAL BY A COMPENSATION COMMITTEE (THE "COMMITTEE") COMPRISED OF INDEPENDENT DIRECTORS CHARGED WITH THIS RESPONSIBILITY, CONSIDERATION OF COMPARABILITY DATA AND CONTEMPORANEOUS SUBSTANTIATION AND DOCUMENTATION OF THE DELIBERATION AND DECISION. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENT DISCLOSURE THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: GAIN ON SALE OF HEALTH PLAN, NET 6,983,819. AHP ENTERPRISES INC 922 E TREMONT AVE 2105 BRONX NY 10460 473885217 MGMT SVCS DE AHSH C 0 AFFINITY HEALTH SERVICES HOLDINGS INC 922 E TREMONT AVE 2105 BRONX NY 10460 473909849 HOLDING CO DE N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 SCHEDULE R PART IV AFFINITY INCORPORATED AHP ENTERPRISES, INC. ON DECEMBER 12, 2013 AS A DELAWARE CORPORATION FOR THE PURPOSE OF PROVIDING MANAGEMENT SERVICES. AFFINITY HEALTH SERVICES HOLDINGS, INC. IS THE SOLE CORPORATE MEMBER OF AFFINITY. BOTH AFFINITY HEALTH SERVICES HOLDINGS, INC. AND AHP ENTERPRISES, INC. ARE IN THE PROCESS OF DISSOLUTION.