Home Health Agency Due Diligence Document Request INSTRUCTIONS

Transcription

1 Home Health Agency Due Diligence Document Request INSTRUCTIONS Please provide copies of all of the documents listed in this Home Health Agency Due Diligence Document Request. is referred to in this document as the Company. For purposes of this document request, the term Company also includes any subsidiary, parent, and/or affiliate organizations of the Company. Please mark responsive documents with corresponding request letters and numbers contained herein. If an item is not applicable to the Company or no responsive documents exist, then please indicate that fact by inserting NA next to the corresponding request letter and number. REQUESTED DOCUMENTATION A. ORGANIZATIONAL INFORMATION 1. Copy of articles of incorporation or articles of organization, as applicable, including all amendments thereto. 2. Copy of bylaws or operating agreement, as applicable, including all amendments thereto. 3. Copies of any and all shareholder agreements, close corporation agreements, buy/sell agreements, voting trusts, or similar agreements relating to the management, ownership, or control of the Company, as applicable, including all amendments thereto. 4. List of all assumed, fictitious and other business names under which the Company is conducting business or has conducted business in the past. 5. List/organizational chart of parent entities, subsidiaries, and affiliates, if any. 6. List of the names and titles of all officers, managers, directors, shareholders, and members, as applicable. 1

2 7. Copies of all stock/membership interest certificates. 8. All minutes of all meetings of shareholders, members, directors, and any committees, or written consents in lieu of such meetings, for the past three (3) years ( Time Period ). 9. List and description of any change of ownership of the Company (including all asset sales, member substitutions, mergers, consolidations, and similar transactions). 10. Schedule of any transactions (including purchase, sale, financing or loan agreements) between the Company any shareholder, member, officer, manager, director, employee, or affiliate, and copies of all documents relating thereto. B. CONTRACTS 1. Copies of all agreements regarding the provision of home health services. 2. Copies of all employment agreements, independent contractor agreements, and noncompetition agreements with any third parties. 3. Copies of all managed care contracts and other third party payor agreements, including any Medicare and Medicaid provider agreements. 4. Copies of all vehicle and equipment leases, including copier, facsimile, postage meter, and telephone leases. 5. Copies of agreements restricting the Company s right to compete in any business. 6. Copies of joint venture agreements. 7. Copies of purchase and sale agreements. 8. Copies of consulting and management agreements. 9. Copies of all license and software agreements. 10. Copies of group purchasing organization agreements. 11. Copies of all building and construction agreements. 12. Copies of all easement, land use, and similar agreements. 13. List of all vendors and suppliers used by the Company, along with copies of all purchase orders and vendor, distribution, and supplier agreements. 14. Copies of all contracts or agreements with or pertaining to the Company to which any directors, managers, officers, shareholders, or members of the Company are parties. 2

3 15. Copies of all other contracts, letters of intent, or commitments to enter into contracts pertaining, directly or indirectly, to the ownership, operation, and/or management of the Company and/or any segment of the Company s business. 16. Description of any contract negotiations currently in process. 17. Description of any oral contracts or commitments. C. EMPLOYEE BENEFIT PLANS AND INSURANCE 1. Description and funding status (where applicable) of retirement, pension, salaried employee savings, profit sharing, stock option, and other qualified plans, including copies of all trust agreements and other plan documents relating thereto. 2. Description of vacation and sick-pay plans and arrangements. 3. Description of medical, vision, dental, prescription drug, and other health plans, policies, or contracts. 4. Description of life insurance plans, policies, or contracts. 5. Description of disability insurance plans, policies, or contracts. 6. Description of all other insurance plans and policies (e.g., liability, property, business interruption, D&O, etc.). 7. Description of all severance packages for current and/or former employees. 8. Description of any other employee benefit plans, programs, arrangements, agreements or understandings. 9. Copies of all of the foregoing plans, programs, arrangements, agreements, and understandings, as well as plan summaries provided to participants, and any and all related IRS determination letters. 10. Description of any violation by Company (or liability therefor) of any state or federal laws relating to any employee benefit plans. 11. Workers compensation claims history during the Time Period. 12. Documentation of workers compensation premiums paid in preceding year and current workers compensation premium invoice. 13. Unemployment compensation claims history during the Time Period. 14. Schedule of loss and claims experience for insurance during the Time Period. 3

4 D. PERSONNEL/LABOR 1. List of the name, job title or classification, and compensation and benefits of each employee or consultant of the Company, including a listing of all accrued paid time off for all personnel. 2. Employee turnover statistics. 3. Copies of employee handbooks, manuals and correspondence and memoranda to employees, etc. 4. Copies of work schedules and payroll account ledger for preceding yeaer. 5. Copies of policy and procedures manuals of the Company concerning personnel, hiring and promotional practices, compliance with the Family Medical Leave Act, drug and alcohol abuse policies, sexual harassment policies, vacation and holiday policies, expense reimbursement policies, etc. 6. Description of any other employment policies or procedures, including any unwritten policies. 7. Copies of any internal compliance review or governmental audit of employment policies, procedures, and programs. 8. Copies of form employment application(s) and related materials. 9. Copies of all employee patent, trade secret, and non-disclosure matters. 10. Copies of all licenses, permits, and certifications relating to the provision of home health services of all employees and independent contractors of the Company, as applicable. 11. Description of all labor disputes, requests for arbitration, grievance proceedings, strikes, work stoppages, charges of unfair labor practices, etc. for the Time Period. 12. Description of any labor union organization activity, if any, during the Time Period, including, but not limited to, the name of the union(s) and job categories of employees that belong to the union(s). E. REGULATORY 1. Copies of all permits, licenses, approvals, consents, certificates, franchises, orders and authorizations of governmental or regulatory authorities (including environmental 4

5 permits and licenses) required for or used in connection with the conduct or operation of the business of the Company or the use, leasing, or ownership of its properties or assets. 2. List of required and voluntary accreditations maintained by the Company. 3. Federal, state, and local legal and regulatory compliance documents/files, including certification or accreditation survey reports and any notices of violations (or alleged violations) or similar correspondence with respect to the Company. 4. Copies of any correspondence and/or documentation pertaining to any past, pending, and/or threatened recoupment or overpayment with respect to Medicaid, Medicaid, and/or any other federal, state, or private health care reimbursement or insurance program. 5. A copy of the Company s notice of privacy practices. 6. A copy of all HIPAA business associate agreements, addenda, and exhibits currently in place with outside entities and persons. 7. All HIPAA privacy and security policies, forms, etc. (e.g., authorization for release of health information and disclosure log). 8. Copies of all contracts related to electronic data interchange (EDI), including chain of trust agreements, billing submission agreements, agreements with payors, etc. 9. Copies of all policies adopted by the Company relating to compliance with the HIPAA transactions standard. 10. All corporate compliance and/or organizational integrity plans, policies, forms, manuals, etc., including all baseline assessments, educational and training materials, codes of conduct, conflict of interest policies, employee certifications, and other policies and procedures. 11. Copies of all policies relating to quality assurance and peer review protocols and programs used by the Company. 12. Copies of the Company s disaster plan and any other plans, policies, or procedures pertaining to the operation of the Company s business. 13. Copies of all material that the Company asks patients to sign. F. LITIGATION/PROCEEDINGS 1. List, description, and status of all past, current, pending, threatened, or potential actions, audits, claims, suits, disputes, administrative proceedings, charges, complaints, 5

6 arbitration, investigations, inquiries, or appeals of any kind or nature involving, in any respect whatsoever, Company or its property, employees, independent contractors, or business, within the past five (5) years. 2. Copies of all notices or other documentation alleging or referencing non-compliance with any laws, regulations, rules, ordinances, injunctions or other court orders. 3. Copies of any reports of any regulatory body that has audited or reviewed the Company or its business. 4. Copies of any consent decrees, judgments, injunctions, etc. 5. Copies of settlement agreements, releases, orders, or arbitration awards affecting the Company, including, without limitation, any "quality-of-care" corporate integrity agreements, or similar agreements with the Office of the Inspector General. 6. List of all civil monetary penalties, fines, and other sanctions imposed against Company. 7. List of outstanding judgment entries, arbitration decisions, liens/encumbrances/security interests/pledges/mortgages (UCC, real estate, tax, mechanic and materialman, and unrecorded) entered against the Company and/or affecting its assets. G. FINANCIAL/TAX 1. Annual financial statements for the Time Period audited or reviewed by the Company s external accountants. 2. Year-to-date financial statements. 3. Current year operating budget and business plan. 4. Details of planned capital expenditures. 5. List of the top five (5) payor sources (by percentage of gross revenue). 6. List of the top five (5) referral sources (by percentage of referrals). 7. Copies of Medicare and Medicaid cost reports during the Time Period, including all correspondence related thereto. 8. Federal, state and local income tax returns or reports, whether consolidated or otherwise, for the Time Period. 9. All documents relating to any audit by any taxing authority and any assessments, deficiencies, or settlements of tax liability, proposed or assessed against the Company within the Time Period. 6

7 10. If the Company is exempt from federal income tax, copies of the IRS exemption determination letter and any subsequent correspondence with the IRS with respect thereto. 11. Current accounts receivable schedule, with 30-day, 60-day, 90-day, 120-day and over 120-day aging reports. 12. Current accounts payable schedule, with 30-day, 60-day, 90-day, 120-day and over 120- day aging reports. 13. All 1099s for consultants used during the Time Period. 14. Schedule of all available credit agreements, credit lines, letters of credit, or other financing arrangements involving the Company and a description of any security therefor. 15. List of all debt of the Company with explanation. 16. Copies of all notes, loan agreements, instruments, mortgages, security agreements, guarantees, and similar documents evidencing or involving financing extended to or by the Company. 17. List of all checking, cash, money market, and similar banking accounts, including an identification of the bank names, account numbers, and current balances. 18. Material correspondence with lenders during the Time Period. 19. Description of any bed debts and agreements or arrangements that are expected to result in a loss. 20. List and description of any liabilities not disclosed in the financing statements. H. INTELLECTUAL PROPERTY 1. Description of the Company s management information system (MIS), including, but not limited to, hardware, software, staff, and consultants. 2. Description of marketing promotion tactics, including a copy of all print marketing materials and brochures used by the Company, and a description of any non-print marketing materials or practices. 3. Agreements for the payment of receipt of license fees or royalties. 7

8 4. List and description of all pending and current patents, trademarks, service marks, copyrights, trade names, logos, designs, and similar items of intellectual property, whether registered or unrigistered. 5. Copies of documents or information relating to any dispute regarding intellectual property rights. I. REAL ESTATE 1. For each parcel of real property upon which the Company, or a branch or subunit of the Company, is located or maintains an office (individually or collectively, the Property ), provide a schedule of the following for each location: street address, list of services provided, and amount of floor space/square footage. 2. If the Property is owned by the Company, provide the current or most recent version of the following documents: a. Deed for each parcel of Property. b. Owner s policy of title insurance, including all documents referred to in the title policy. c. Copies of any land survey. d. All certificates of occupancy for the Property. e. All documents confirming or relating to the zoning status of the Property or to any zoning variances or use permits granted with respect to the Property. f. Copy of latest environmental Phase I survey. g. Listing of any and all past or present environmental issues or problems with respect to the Property (including, without limitation, any actual or alleged violations of any federal, state, or local environmental law or regulation), and copies of all documents and correspondence with respect thereto. h. Listing of any and all past or present contamination of all or any part of the Property with any hazardous substances (e.g., asbestos, lead, PCBs, etc.), and copies of all documents and correspondence with respect thereto. i. Listing of any and all ecologically sensitive areas (e.g., wetlands, floodplains, aquifers, burial grounds, conservation areas, etc.) adjacent to the Property or upon which the Property is located, and copies of all documents and correspondence with respect thereto. j. Fire Marshal and self-inspection reports for the Time Period. 8

9 k. Copies of all documents pertaining to building code violations or other violations of law relating to the physical plant, including life safety code. l. Copies of all documents pertaining to construction in progress, operation, and maintenance of any improvements located on the Property. m. Listing of any planned or deferred maintenance and physical plant issues. n. Tax assessments for the Time Period. 3. If the Property is leased by the Company, provide the current or most recent version of the following documents: a. Lease for each parcel of Property. b. Tax assessments and allocated share of common space and maintenance assessments during the Time Period. c. All certificates of occupancy for the Property. d. All documents confirming or relating to the zoning status of the Property or to any zoning variances or use permits granted with respect to the Property. e. Fire Marshal and self-inspection reports for the Time Period. f. Copies of all documents pertaining to building code violations or other violations of law relating to the physical plant, including life safety code. g. Copies of all documents pertaining to construction in progress, operation, and maintenance of any improvements located on the Property. h. Listing of any planned or deferred maintenance and physical plant issues. J. TANGIBLE PERSONAL PROPERTY 1. List of motor vehicles. 2. Current inventory listing. 3. List of all furniture, equipment, supplies, computers (hardware and software), machinery, and other fixed and/or tangible assets. 4. List of all software used by the Company, whether or not the Company has a license or sublicense to use such software. K. MISCELLANEOUS 9

10 1. Copies of all press releases and clippings during the Time Period. 2. All documents and other information not otherwise listed above which, individually or in the aggregate, are material to the operations, results of operations, business or condition (financial or otherwise) of the Company of the conduct of its business. 3. Description of any oral arrangements or agreements, copies of which, if they had been in writing, would have been furnished pursuant to one of the above items. 10