2020-06-19T11:58:57-05:00 2019-12-31 910189318 MOSS ADAMS LLP 101 SECOND STREET SUITE 900 SAN FRANCISCO CA 94105 990 2019-01-01 272367522 MANIFEST MEDEX MANI 5106831333 6001 SHELLMOUND STREET NO 500 EMERYVILLE CA 94608 PAUL BIBERKRAUT CFO 5106831309 2020-06-16 1 RICHARD CROGHAN P00089862 4159561500 2020-06-16 98.210.126.210 2020-06-16 17:19:14 PD P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 38D2F50D294D7FF929294DC7DB19A49EB4956B3D 2019 2021-01-29 14:40:06Z CLAUDIA WILLIAMS 6001 SHELLMOUND STREET NO 500 EMERYVILLE CA 94608 22576254 0 X HTTPS://WWW.MANIFESTMEDEX.ORG/ X 2010 CA MANIFEST MEDEX FACILITATES THE COLLECTION OF ELECTRONIC CLINICAL RECORDS FROM HEALTHCARE PROVIDERS AND CLAIMS DATA FROM HEALTH INSURERS. THE CLINICAL AND CLAIMS DATA IS AGGREGATED TO PROVIDE COMPREHENSIVE LONGITUDINAL PATIENT RECORDS THAT EMPOWER MANIFEST MEDEX PARTICIPANTS WITH POWERFUL DATA TO EFFECTIVELY MANAGE THE CONTINUUM OF CARE AND DRIVE HIGHER QUALITY CARE AT A LOWER COST. 6 6 59 6 0 0 15000000 11738590 7749927 10664343 19487 173321 0 0 22769414 22576254 0 0 0 0 6578743 10052601 0 0 0 12964368 14929640 19543111 24982241 3226303 -2405987 34211739 21192332 21078125 10464338 13133614 10727994 BE THE SMART GRID FOR HEALTH INFORMATION - DELIVER DATA-DRIVEN INSIGHT TO INDIVIDUALS AND HEALTH TEAMS WHEN AND WHERE THEY NEED IT SO THEY CAN IMPROVE CARE, LOWER COSTS AND ENHANCE HEALTH. 0 0 14405812 10664343 AGGREGATING HEALTH CARE INFORMATION FROM DISPARATE PROVIDERS AND PAYERS TO ENABLE THEM TO PROVIDE MORE TIMELY, COMPLETE AND HIGHER QUALITY PATIENT-CENTERED CARE. 14405812 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 26 0 1 59 1 0 0 0 0 0 0 0 0 0 0 0 0 X 6 6 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 0 1 1 0 CA X PAUL BIBERKRAUT 5106831309 6001 SHELLMOUND STREET NO 500 EMERYVILLE CA 94608 BRADLEY GILBERT MD CHAIR OF THE BOARD 2.50 X X 0 0 0 MARK SAVAGE VICE CHAIR OF BOARD 2.50 X X 0 0 0 DOLORES GREEN MEMBER 2.50 X 0 0 0 PAUL MARKOVICH MEMBER 2.50 X 0 0 0 MARK REYNOLDS MEMBER (START 12/19) 2.50 X 0 0 0 ERIK WEXLER MEMBER 2.50 X 0 0 0 CHUCK MARTEL MEMBER (THRU 12/19) 2.50 X 0 0 0 CLAUDIA WILLIAMS CEO 40.00 X 679092 0 75388 PAUL BIBERKRAUT CFO 40.00 X 166564 0 33080 GREG LECLAIRE CFO (THRU 1/19) 40.00 X 99514 0 9201 SANDRA PARKER SECRETARY 40.00 X 285360 0 42419 JERRY PETERS SECRETARY (THRU 1/19) 40.00 X 219768 0 5904 ERICA GALVEZ CHIEF OF STRATEGY 40.00 X 251704 0 44736 DAVID KATES CHIEF TECHNOLOGY OFFICER 40.00 X 324243 0 51264 SAGIT GOLDENBERG HEAD OF PRODUCT 40.00 X 216802 0 37134 NICHOLAS YARKER MANAGING DIRECTOR 40.00 X 216802 0 35913 JULIE ANN CROUSE DEPUTY CTO 40.00 X 247686 0 38574 ROBERT A JAKO DIRECTOR, MX PEOPLE 40.00 X 190142 0 32510 2897677 0 406123 49 0 1 0 J2 INTERACTIVE 2 THIRTEENTH ST CHARLESTON MA 02129 TECHNICAL CONSULTING IT SERVICES 2222415 AUDACIOUS INQUIRY 5523 RESEARCH PARK DR BALTIMORE MD 21228 CONSULTING SERVICES 1397171 DINAN AND ASSOCIATES 1265 RUNNYMEDE ST EAST PALO ALTO CA 94303 RECRUITING SERVICES 180000 FLG PARTNERS LLC PO BOX 556 ROSS CA 94957 CONTRACTOR SERVICES 157600 OCHESTRATE HEALTHCARE PO BOX 913076 DENVER CO 80291 HEALTHCARE CONSULTING 137992 7 11738590 11738590 HEALTH INFORMATION EXCHANGE 519100 10664343 10664343 10664343 173321 173321 22576254 10664343 0 173321 X 1912732 626288 1286444 6589957 3209140 3380817 259853 135754 124099 1290059 742076 547983 93581 93581 3774597 2669900 1104697 6467 6467 127028 61777 65251 813751 618375 195376 275313 275313 331916 144857 187059 174574 30117 144457 162623 162623 2046458 2046458 185473 185473 PLATFORM MAINTENANCE AN 3467210 3467210 SAAS FEES 2700318 2700318 HIO CONTRIBUTION EXPENS 382835 382835 387496 387496 24982241 14405812 10576429 0 705033 1950794 9819487 9990782 15000000 0 111708 122500 2385553 2932089 7033510 2636993 5533070 4396517 656888 1799650 34211739 21192332 3665719 3397715 402500 262500 16014489 5000000 995417 1804123 21078125 10464338 X -1866386 10727994 15000000 0 13133614 10727994 34211739 21192332 -2405987 367 0 X 0 1 X 1 0 X 502560 1000000 21644124 15000000 11738590 49885274 502560 1000000 21644124 15000000 11738590 49885274 45737028 4148246 19487 173321 192808 50078082 30359314 0.08280 0.11460 X PURSUANT TO REGULATION 1.170A-9(F)(3), THE ORGANIZATION NORMALLY RECEIVES A SUBSTANTIAL PART OF ITS SUPPORT DIRECTLY OR INDIRECTLY FROM THE GENERAL PUBLIC AND IS ACTIVELY ENGAGED IN THE ATTRACTION OF PUBLIC SUPPORT. THE ORGANIZATION IS PUBLICLY SUPPORTED UNDER THE FACTS AND CIRCUMSTANCES TEST AS FOLLOWS:(I) TEN PERCENT-OF-SUPPORT LIMITATION: THE PERCENTAGE OF SUPPORT NORMALLY RECEIVED BY THE ORGANIZATION FROM CONTRIBUTIONS MADE BY GOVERNMENT UNITS, FROM CONTRIBUTIONS MADE DIRECTLY OR INDIRECTLY BY THE GENERAL PUBLIC, OR FROM A COMBINATION OF THESE SOURCES EQUALS AT LEAST 10 PERCENT.(II) ATTRACTION OF PUBLIC SUPPORT: THE ORGANIZATION IS ORGANIZED AND OPERATED TO CONTINUOUSLY ATTRACT NEW AND ADDITIONAL SOURCES OF PUBLIC SUPPORT. THE ORGANIZATION CONTINUES TO SOLICIT ADDITIONAL HOSPITALS AND HOSPITAL SYSTEMS FOR INCREMENTAL REVENUE, ALTHOUGH HEALTH PLANS CONTRIBUTE SIGNIFICANTLY MORE REVENUE IN SUBSCRIPTION FEES. THE ORGANIZATION ALREADY HAS THE TWO LARGEST HEALTH PLANS IN THE STATE OF CALIFORNIA (OTHER THAN KAISER) WITH MEMBERSHIPS FROM ANTHEM BLUE CROSS AND BLUE SHIELD SO REVENUE IS MORE HIGHLY CONCENTRATED FROM THOSE TWO HEALTH PLANS. THE ORGANIZATION IS ACTIVELY PURSUING OTHER HEALTH PLANS. (III) PERCENTAGE OF FINANCIAL SUPPORT: FOR THE YEAR-ENDED DECEMBER 31, 2018, PUBLIC SUPPORT EQUALED 11.46%, WHICH SATISFIED THE TEN PERCENT REQUIREMENT.(IV) SOURCES OF SUPPORT: THE ORGANIZATION HAS BEEN IN EXISTENCE SINCE 2010 (JUST OVER 8 YEARS). TWO YEARS AGO, THERE WAS A CHANGE IN STRATEGY OF THE ORGANIZATION THERE WAS A MERGER OF TWO ENTITIES THAT CHANGED THE SOURCE OF FUNDING THAT HAD HISTORICALLY BEEN DONE. AS THIS NEW STRATEGY WAS BEING IMPLEMENTED, THE ORGANIZATION WAS BEING LARGELY SUPPORTED BY A SINGLE SOURCE FOR THE FIRST COUPLE OF YEARS AFTER THE MERGER OCCURRED. THE ORGANIZATION HAS TAKEN OFF AFTER THE INITIAL START-UP PHASE AFTER THE MERGER AND IS CONTINUING TO EXPAND ITS BASE OF PUBLIC SUPPORT. THE ORGANIZATION ALSO RECEIVED APPROVAL FOR A $4.9 MILLION GRANT FROM THE CENTERS FOR MEDICARE AND MEDICAID SERVICES (CMS) FOR THE CALIFORNIA EMERGENCY MEDICAL SERVICES AUTHORITY PROGRAM, OF WHICH THE ORGANIZATION RECEIVED APPROXIMATELY $1.5 MILLION IN 2020. THE ORGANIZATION HAS ALSO APPLIED FOR FUNDING UNDER THE 2019 CALIFORNIA HEALTH INFORMATION EXCHANGE ONBOARDING PROGRAM (CAL-HOP) WHICH IS FUNDED BY A $50 MILLION CMS GRANT AND THE STATE OF CALIFORNIA. CAL-HOP WILL PROVIDE FUNDING TO ASSIST MEDI-CAL PROVIDERS ACCESS AND USE OF HEALTH INFORMATION EXCHANGE TO IMPROVE QUALITY OF CARE FOR MEDI-CAL BENEFICIARIES. FINALLY, THE ORGANIZATION ENDED THE FEE HOLIDAY GRANTED TO HOSPITAL PARTICIPANTS AT THE ENDED OF 2018 AND DURING 2019 COMMENCED BILLING AND COLLECTION OF SUBSCRIPTION DUES FOR JUST UNDER 100 HOSPITAL PARTICIPANTS. (V) REPRESENTATIVE GOVERNING BODY: THE ORGANIZATION'S BOARD OF DIRECTORS IS COMPRISED OF INDIVIDUALS HAVING SPECIFIC KNOWLEDGE OR EXPERTISE IN THE INDUSTRY AS WELL AS INCLUDES DIRECTORS FROM THE GENERAL PUBLIC.(VI) AVAILABILITY OF PUBLIC SERVICES: THE ORGANIZATION SUPPORTS THE GREATER PUBLIC AT LARGE IN THAT IT ASSISTS WITH PROVIDING DATA DRIVEN HEALTH INFORMATION AND MAKING FOR READILY AVAILABLE TO INDIVIDUALS AND HEALTH TEAMS SO THE HEALTH TEAMS CAN IMPROVE CARE, LOWER COSTS, AND ENHANCE HEALTH. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 134050 68334 65716 6874598 2547398 4327200 24862 21261 3601 4396517 OPERATING LEASE ASSETS 1799650 1799650 OPERATING LEASE LIABILITY 1804123 1804123 X 22735315 159061 159061 22576254 0 22576254 25141302 159061 159061 24982241 0 24982241 PART X, LINE 2: MANIFEST MEDEX IS EXEMPT FROM FEDERAL INCOME TAXES AS A NOT-FOR-PROFIT ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. A COMPARABLE EXEMPTION HAS BEEN GRANTED BY THE STATE OF CALIFORNIA. IN ADDITION, THE COMPANY IS SUBJECT TO INCOME TAX ON NET INCOME THAT IS DERIVED FROM BUSINESS ACTIVITIES THAT ARE UNRELATED TO ITS EXEMPT PURPOSES. MANAGEMENT HAS DETERMINED THAT THE COMPANY IS NOT SUBJECT TO UNRELATED BUSINESS INCOME TAX AND, ACCORDINGLY, HAS NOT FILED AN EXEMPT ORGANIZATION BUSINESS INCOME TAX RETURN (FORM 990-T) WITH THE INTERNAL REVENUE SERVICE ("IRS"). THE COMPANY'S FORM 990, RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX IS SUBJECT TO EXAMINATION BY THE IRS, GENERALLY FOR THREE YEARS FROM THE DATE OF FILING. MANAGEMENT HAS DETERMINED THAT THE COMPANY HAS APPROPRIATE SUPPORT FOR ANY TAX POSITIONS TAKEN AFFECTING ITS ANNUAL FILING REQUIREMENTS, AND AS SUCH, DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS THAT ARE MATERIAL TO THE FINANCIAL STATEMENTS. ANY FUTURE ACCRUED INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS AND LIABILITIES WOULD BE RECOGNIZED IN INCOME TAX EXPENSE IF SUCH INTEREST AND PENALTIES ARE INCURRED. X X 1 0 0 0 0 0 0 1 0 CLAUDIA WILLIAMS CEO 491442 0 187650 0 0 0 0 0 75388 0 754480 0 0 0 PAUL BIBERKRAUT CFO 166564 0 0 0 0 0 7529 0 25551 0 199644 0 0 0 SANDRA PARKER SECRETARY 276523 0 8837 0 0 0 0 0 42419 0 327779 0 0 0 JERRY PETERS SECRETARY (THRU 1/19) 29588 0 0 0 190180 0 1365 0 4539 0 225672 0 0 0 ERICA GALVEZ CHIEF OF STRATEGY 220077 0 31627 0 0 0 10976 0 33760 0 296440 0 0 0 DAVID KATES CHIEF TECHNOLOGY OFFICER 267603 0 56640 0 0 0 10213 0 41051 0 375507 0 0 0 SAGIT GOLDENBERG HEAD OF PRODUCT 178402 0 38400 0 0 0 9767 0 27367 0 253936 0 0 0 NICHOLAS YARKER MANAGING DIRECTOR 178402 0 38400 0 0 0 8546 0 27367 0 252715 0 0 0 JULIE ANN CROUSE DEPUTY CTO 185671 0 40000 0 22015 0 10092 0 28482 0 286260 0 0 0 ROBERT A JAKO DIRECTOR, MX PEOPLE 156102 0 34040 0 0 0 8564 0 23946 0 222652 0 0 0 PART I, LINE 4A JERRY PETERS RECEIVED A SEVERANCE PAYMENT DURING CALENDAR YEAR 2019 IN THE AMOUNT OF $190,180. PART I, LINE 7 BONUSES ARE APPROVED BY THE BOARD OF DIRECTORS BASED ON MEETING CERTAIN GOALS. BLUE SHIELD OF CALIFORNIA FOUNDER & SUBSTANTIAL CONTRIBUTOR OPERATING CASH FLOW X 5000000 5000000 0 1 1 5000000 FORM 990, PART VI, SECTION B, LINE 11B PROCESS SUMMARY 1-MANIFEST MEDEX'S AUDITORS COMPLETE AN AUDIT OF THE FINANCIAL STATEMENTS FOR THE APPLICABLE YEAR. 2-MANIFEST MEDEX'S TAX PREPARER USES INFORMATION FROM (I) THE AUDITED FINANCIAL STATEMENTS AND (II) MANIFEST MEDEX AND COMPLETES A DRAFT OF THE FORM 990. 3-INTERNAL STAFF, INCLUDING THE AVP OF FINANCE, CFO AND CEO REVIEW THE DRAFT FORM 990 AND MAKE ANY REQUIRED ADJUSTMENTS TO IT. 4-THE MANIFEST MEDEX BOARD IS PROVIDED A COPY OF THE FINAL DRAFT OF THE FORM 990 AND PROVIDED A REASONABLE PERIOD OF TIME TO REVIEW IT AND ASK ANY QUESTIONS OF MANAGEMENT BEFORE IT IS FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C EACH "INSIDER" IS RESPONSIBLE FOR KNOWING AND FOLLOWING THE POLICY INCLUDING HAVING A DUTY TO DISCOVER AND DISCLOSE A CONFLICT. ALSO, EACH INSIDER, AND OTHER PERSONS THAT MX'S BOARD MAY IDENTIFY FROM TIME TO TIME, SHALL ANNUALLY SIGN A DISCLOSURE STATEMENT IN THE FORM ATTACHED HERETO, THAT: 1. AFFIRMS THAT THE PERSON HAS RECEIVED, READ AND UNDERSTANDS THIS POLICY, AND AGREES TO COMPLY WITH THE POLICY; AND 2. DISCLOSES THE PERSON'S INTERESTS AND FAMILY RELATIONSHIPS THAT COULD GIVE RISE TO A CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 THE COMPANY'S BOARD ADOPTED AN EMPLOYEE COMPENSATION POLICY AND ESTABLISHED A COMPENSATION COMMITTEE. THIS COMMITTEE REVIEWS AND RECOMMENDS TO THE BOARD ALL COMPENSATION FOR OFFICERS AND OTHER KEY EMPLOYEES, EXCEPT FOR THE CEO WHICH THE BOARD AS A WHOLE ANALYZES AND APPROVES. THE REVIEW PROCESS INCLUDES A REVIEW OF BACKGROUND INFORMATION (E.G. EDUCATION, EXPERIENCE, ETC.) AND COMPARABILITY DATA (E.G. COMPENSATION SURVEYS). THE BOARD THEN DETERMINES WHETHER TO APPROVE THE COMPENSATION OF THE CEO AND OTHER OFFICERS AND KEY EMPLOYEES BASED ON THE INFORMATION COMPILED. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE ALL AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G CONSULTANTS & CONTRACTORS: PROGRAM SERVICE EXPENSES 2,669,900. MANAGEMENT AND GENERAL EXPENSES 1,104,697. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,774,597.