2024-10-31T15:04:04-05:00 2023-12-31 410746749 CLIFTONLARSONALLEN LLP 150 S WARNER ROAD SUITE 310 KING OF PRUSSIA PA 19406 990 2023-01-01 232212842 WAVERLY HEIGHTS WAVE 6106458600 1400 WAVERLY ROAD GLADWYNE PA 190351254 ROBERT L SUPPER SENIOR VP OF FINANCE & CFO 6106458600 2024-10-30 1 1 SETH BRODY P01586423 2156433900 2024-10-29 2023 2024-10-15 13:58:12Z THOMAS P GARVIN 1400 WAVERLY ROAD GLADWYNE PA 190351254 44165382 0 X WWW.WAVERLYHEIGHTS.ORG X 1982 PA TO PROVIDE AN EXCEPTIONAL LIFESTYLE WITHIN A COMPASSIONATE & RESPECTFUL COMMUNITY. 14 14 394 25 0 0 740994 416981 31914561 34016563 4263716 4803580 1294313 677921 38213584 39915045 81097 167396 0 0 18462470 18576159 0 0 0 19164937 20417730 37708504 39161285 505080 753760 165224708 170339090 187749967 186097373 -22525259 -15758283 WAVERLY HEIGHTS IS A NON-PROFIT CORPORATION ESTABLISHED TO PROVIDE SENIORS AN EXCEPTIONAL LIFESTYLE WITHIN A COMPASSIONATE AND RESPECTFUL COMMUNITY. 0 0 31745126 167396 33800787 A LIFE PLAN COMMUNITY PROVIDING QUALITY SERVICES TO ITS RESIDENTS WHILE SERVING THEIR PHYSICAL, EMOTIONAL, RECREATIONAL, SOCIAL, SPIRITUAL AND HEALTH NEEDS. THESE SERVICES ARE PROVIDED TO RESIDENTS THROUGH THE OPERATION OF 218 INDEPENDENT LIVING UNITS, A 31 PRIVATE ROOMS SKILLED NURSING FACILITY AND A 68 PRIVATE ROOMS PERSONAL CARE FACILITY. OF THE 68 PRIVATE PERSONAL CARE ROOMS, 22 ARE PRIVATE MEMORY SUPPORT ROOMS. 91229 0 215776 WAVERLY CARE MANAGEMENT PROVIDES PROFESSIONAL GERIATRIC CARE MANAGEMENT SERVICES. 31836355 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 112 0 394 1 0 0 0 0 0 0 0 0 0 0 0 0 X 14 14 0 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 PA X ROBERT L SUPPER 6106458600 1400 WAVERLY ROAD GLADWYNE PA 190351254 THOMAS P GARVIN PRESIDENT & CEO 22.00 23.00 X 452599 207903 32466 ROBERT L SUPPER SENIOR VP OF FINANCE & CFO 22.00 23.00 X 251181 133704 25640 JANET THOMPSON VP MARKETING 45.00 0.00 X 211134 0 12806 MEREDITH FEHER SENIOR VP OF HEALTH CARE SVCS. 22.50 22.50 X 202408 102546 31614 MARC HEIL VP BUILDING SERVICES 45.00 0.00 X 185372 0 28377 LAUREN KELLEY VP HUMAN RESOURCES 45.00 0.00 X 177276 0 30696 JACQUELINE DONNELLY DIRECTOR OF NURSING 45.00 0.00 X 194196 0 10719 CHAD MINIX CONTROLLER 45.00 0.00 X 163912 0 32863 PATRICIA RODGERS VP, DIR. OF OPS., WAVERLY CARE 0.25 44.75 X 182599 85953 25293 JONATHAN P PRAK DIRECTOR OF INFO. TECHNOLOGY 45.00 0.00 X 131836 0 42406 MARGARET MARY FAHA SALES COUNSELOR 45.00 0.00 X 148399 0 22072 AUDREY CARTER-HILLMAN REGISTERED NURSE 45.00 0.00 X 147007 0 21744 THOMAS E LYNCH DIRECTOR OF MAINTENANCE 45.00 0.00 X 115842 0 32398 ELENI COSTA REGISTERED NURSE 45.00 0.00 X 104813 0 41168 STEVEN D KIRKPATRICK CHAIR 1.00 2.00 X X 0 0 0 AMBASSADOR KATHERINE SHIRLEY VICE CHAIR 1.00 1.00 X X 0 0 0 ROBERT K BARRY TRUSTEE 1.00 0.00 X 0 0 0 RICHARD E BAUER TRUSTEE 1.00 1.00 X 0 0 0 LILLIAN N CASSEL TRUSTEE 1.00 0.00 X 0 0 0 ELEANOR L DAVIS TRUSTEE 1.00 0.00 X 0 0 0 ANDREA GILBERT TRUSTEE 1.00 2.00 X 0 0 0 WILLIAM Y GILES TRUSTEE 1.00 0.00 X 0 0 0 GERALD J HANSEN TRUSTEE 1.00 0.00 X 0 0 0 SCOTT M JENKINS TRUSTEE 1.00 0.00 X 0 0 0 EDWIN B MAHONEY TRUSTEE 1.00 0.00 X 0 0 0 LAUREN M MASSIMO TRUSTEE 1.00 0.00 X 0 0 0 ELIZABETH P MCLEAN TRUSTEE 1.00 0.00 X 0 0 0 EMORY H WOODWARD TRUSTEE 1.00 0.00 X 0 0 0 ANNE N CONROY TRUSTEE TO JUN 2023 1.00 2.00 X 0 0 0 DONALD R FLEISCHER TRUSTEE TO JUN 2023 1.00 1.00 X 0 0 0 HOWARD L MEYERS TRUSTEE TO JUN 2023 1.00 1.00 X 0 0 0 ROBERT L ROBINSON TRUSTEE TO JUN 2023 1.00 1.00 X 0 0 0 2668574 530106 390262 24 0 1 0 LIBERTY BUILDERS 619 ELLIS ROAD HAVERTOWN PA 19083 CONSTRUCTION SERVICES 3044066 UNIDINE CORPORATION PO BOX 102289 ATLANTA GA 303682289 DINING SERVICES 2578442 WAVERLY SENIOR SERVICES 1400 WAVERLY ROAD GLADWYNE PA 19035 MANAGEMENT SERVICES 828108 SELECT REHABILITATION LLC PO BOX 71985 CHICAGO IL 606941985 REHABILITATION THERAPY SERVICES 788375 IT LANDES & SON INC 247 MAIN STREET HARLEYSVILLE PA 19438 PLUMBING AND HVAC SERVICES 498453 22 416981 416981 RESIDENT CARE FEES 623990 19822820 19822820 SKILLED NURSING FACILITY 623990 4420103 4420103 PERSONAL CARE 623990 4324632 4324632 MEMORY SERVICES 623990 1846874 1846874 AMORTIZATION OF DEFERRED REVENUE 623990 1744959 1744959 1857175 1857175 34016563 3520420 3520420 72300 0 72300 72300 72300 5500015 33482 4248855 1482 1251160 32000 1283160 1283160 MANAGEMENT FEE 561000 580462 580462 OTHER INCOME 900099 25159 25159 605621 39915045 34016563 0 5481501 9200 9200 158196 158196 2199930 2199930 11917795 10804534 1113261 967947 967947 2324929 2148724 176205 1165558 906035 259523 828108 828108 34237 150 34087 69147 69147 73184 73184 2033235 1681711 351524 108766 33138 75628 445307 141153 304154 43764 43764 3446406 3412090 34316 80477 45220 35257 39613 9520 30093 1751646 1721042 30604 6490241 6425564 64677 476922 238461 238461 DINING SERVICES 2045480 2045480 SUPPLIES 1570635 1176866 393769 MAINTENANCE & REPAIRS 880562 879271 1291 39161285 31836355 7324930 0 3422369 875301 3682021 4556466 929527 922702 5985091 3052034 90197 86196 1018215 893219 160029335 67499523 92546162 92529812 55615328 64847751 1722048 1287801 213750 191250 1096558 165224708 170339090 5283508 5299959 135668467 134647021 45134862 44133180 368336 512958 1294794 1504255 187749967 186097373 X -24568447 -17745068 2043188 1986785 -22525259 -15758283 165224708 170339090 753760 6013216 0 X 0 1 X 1 0 X 680812 1611628 767024 740994 416981 4217439 30846387 29872677 30219446 31914561 34016563 156869634 31527199 31484305 30986470 32655555 34433544 161087073 140500 1093923 958874 680016 740372 3613685 0 140500 1093923 958874 680016 740372 3613685 157473388 1741359 1659906 921563 2952428 3592720 10867976 1703137 1069117 2852773 5625027 3444496 2729023 3774336 2952428 3592720 16493003 4197 7380 1846 1219798 605621 1838842 34975892 34220708 34762652 36827781 38631885 179418918 0.87770 0.88470 0.09190 0.09030 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2019 AMOUNT: $ 4,197. 2020 AMOUNT: $ 7,380. 2021 AMOUNT: $ 1,846. 2022 AMOUNT: $ 28,682. 2023 AMOUNT: $ 25,159. MANAGEMENT FEE - 2022 AMOUNT: $ 1,152,541. 2023 AMOUNT: $ 580,462. UBIT REFUND - 2022 AMOUNT: $ 38,575. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2043188 408231 464634 1986785 2056642 300806 314260 2043188 1863529 767024 573911 2056642 1371632 803456 311559 1863529 954669 680812 263849 1371632 0.00000 0.03528 0.96472 0 0 11505208 11505208 61151155 23289773 37861382 56152972 25580894 30572078 29908843 18256180 11652663 1311157 372676 938481 92529812 RESIDENT DEPOSITS 1463663 DUE TO RELATED PARTY 40592 1504255 X PART V, LINE 4: THE ENDOWMENT FUNDS ARE INTENDED TO BE USED FOR: RESIDENTS' ASSISTANCE, EMPLOYEES' ASSISTANCE (INCLUDING TUITION REIMBURSEMENT AND SCHOLARSHIPS), AND CAPITAL IMPROVEMENTS. PART X, LINE 2: WAVERLY HEIGHTS IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM STATE INCOME TAXES UNDER THE COMMONWEALTH OF PENNSYLVANIA STATUTES. WAVERLY HEIGHTS FOLLOWS THE PROVISIONS OF THE INCOME TAX ACCOUNTING STANDARDS REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. IT IS WAVERLY HEIGHTS' POLICY TO ACCOUNT FOR ANY INTEREST OR PENALTIES ASSESSED RELATING TO UNCERTAIN TAX POSITIONS, IF ANY, AS GENERAL AND ADMINISTRATIVE EXPENSES. WAVERLY HEIGHTS DID NOT INCUR ANY INTEREST OR PENALTIES FOR THE YEARS ENDED DECEMBER 31, 2023 OR 2022. THE APPLICATION OF THESE PROVISIONS HAS NO IMPACT ON THE WAVERLY HEIGHTS CONSOLIDATED FINANCIAL STATEMENTS. CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 INVESTMENTS 297630 0 0 0 0 0 0 297630 0 297630 0 0 1 0 0 0 1 RISE AGAINST HUNGER INC 3733 NATIONAL DRIVE RALEIGH NC 27612 161541024 501(C)(3) 7700 0 PROVIDE FOOD FOR NEEDY. RESIDENTS AND STAFF WORK TOGETHER TO PROVIDE FOOD. 1 0 MONTHLY MAINTENANCE FEE ASSISTANCE 2 158196 PART I, LINE 2: WAVERLY HEIGHTS FOLLOWED ITS INTERNAL APPROVAL PROCESSES TO ISSUE A CHECK DIRECTLY TO A REPUTABLE 501(C)(3) EXEMPT ORGANIZATION. AS SUCH, NO SPECIFIC MONOTIRING OF THE USE OF THE GRANT FUNDS WAS DEEMED NECESSARY. WAVERLY HEIGHTS MAINTAINS COMPLETE CONTROL OVER THE APPLICATION OF THE ASSISTANCE TO RESIDENTS' ACCOUNTS AND IS THEREFORE ABLE TO CONFIRM ALL ASSISTANCE IS USED FOR ITS INTENDED PURPOSE. NO FUNDS ARE DIRECTLY RELEASED TO ANY RECIPIENT. X X 1 1 X X X X X 0 0 0 0 0 0 0 1 0 THOMAS P GARVIN PRESIDENT & CEO 229694 196855 211748 0 11157 11048 0 0 18055 14411 470654 222314 0 0 ROBERT L SUPPER SENIOR VP OF FINANCE & CFO 140470 119973 103442 7500 7269 6231 0 0 14164 11476 265345 145180 0 0 JANET THOMPSON VP MARKETING 156736 0 54398 0 0 0 0 0 12806 0 223940 0 0 0 MEREDITH FEHER SENIOR VP OF HEALTH CARE SVCS. 112399 96315 82740 0 7269 6231 0 0 17596 14018 220004 116564 0 0 MARC HEIL VP BUILDING SERVICES 153804 0 31568 0 0 0 0 0 28377 0 213749 0 0 0 LAUREN KELLEY VP HUMAN RESOURCES 150143 0 27033 0 100 0 0 0 30696 0 207972 0 0 0 JACQUELINE DONNELLY DIRECTOR OF NURSING 155409 0 38787 0 0 0 0 0 10719 0 204915 0 0 0 CHAD MINIX CONTROLLER 133822 0 30090 0 0 0 0 0 32863 0 196775 0 0 0 PATRICIA RODGERS VP, DIR. OF OPS., WAVERLY CARE 100309 85953 82290 0 0 0 0 0 13977 11316 196576 97269 0 0 JONATHAN P PRAK DIRECTOR OF INFO. TECHNOLOGY 124311 0 7500 0 25 0 12029 0 30377 0 174242 0 0 0 MARGARET MARY FAHA SALES COUNSELOR 81771 0 66628 0 0 0 11794 0 10278 0 170471 0 0 0 AUDREY CARTER-HILLMAN REGISTERED NURSE 126847 0 20135 0 25 0 0 0 21744 0 168751 0 0 0 PART I, LINE 1A TRAVEL FOR COMPANIONS TOTALED $348 AND HEALTH OR SOCIAL CLUB DUES TOTALED $3,457. THESE PAYMENTS ARE TREATED AS TAXABLE INCOME TO THE PRESIDENT & CEO. PART I, LINE 7 THE BONUS/INCENTIVE PAYMENTS MADE BY THE ORGANIZATION ARE CONSIDERED NON-FIXED PAYMENTS BECAUSE THE DETERMINATION OF THE AMOUNT RECEIVED INVOLVES DISCRETION. BONUSES/INCENTIVES ARE CALCULATED AS A PERCENTAGE OF THE EMPLOYEE'S BASE SALARY. THIS PERCENTAGE IS NOT FIXED, BUT IT IS LIMITED TO A NARROW PRE-SET RANGE. THE BOARD HUMAN RESOURCES COMMITTEE TAKES INTO ACCOUNT MANY FACTORS IN DETERMINING IF A BONUS/INCENTIVE WILL BE PAID AND IF SO AT WHAT PERCENTAGE. THESE FACTORS INCLUDE BUT ARE NOT LIMITED TO: USE OF COMPARABILITY DATA FROM AN INDEPENDENT COMPENSATION CONSULTANT, EMPLOYEE PERFORMANCE, FINANCIAL STATUS OF THE ORGANIZATION, ETC. THE BONUS/INCENTIVE IS NOT CONTINGENT ON NET EARNINGS OR REVENUE. BONUS/INCENTIVE PAYMENTS FOR ALL THOSE LISTED ON FORM 990, PART VII, SECTION A, LINE 1 ARE NOTED ON SCHEDULE J, PART II, COLUMN B(II). A MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232245125 613609K62 2019-06-06 48860710 TO REFINANCE 2006, 2013, 2015 AND 2016 BONDS ISSUED 0 0 0 A 3999397 48860710 854155 48006555 2019 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 0 0 0 0 0 1 A 1 FORM 990, PART VI, SECTION A, LINE 1A THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR OF THE BOARD, VICE-CHAIRS, SECRETARY, TREASURER, AND ONE ADDITIONAL TRUSTEE WHO IS NOT AN OFFICER WHO SHALL BE ELECTED BY THE BOARD AT THE ANNUAL MEETING FOR A TERM OF ONE YEAR. AT LEAST ONE MEMBER OF THE EXECUTIVE COMMITTEE SHALL BE A TRUSTEE WHO IS A RESIDENT OF WAVERLY HEIGHTS. THE EXECUTIVE COMMITTEE SHALL HAVE FULL AUTHORITY TO MANAGE AND CONTROL THE BUSINESS AND AFFAIRS OF THE WAVERLY HEIGHTS BETWEEN MEETINGS OF THE BOARD, WITH ALL OF THE POWERS OF THE BOARD ITSELF, EXCEPT THAT IT SHALL NOT HAVE THE POWER OR AUTHORITY AS TO THE FOLLOWING: (A) THE APPROVAL OF ANY ACTION REQUIRING THE APPROVAL OF THE BOARD ON A MATTER TRADITIONALLY RESERVED TO A BOARD OF TRUSTEES OF A NOT-FOR-PROFIT CORPORATION WITHOUT VOTING MEMBERS UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, INCLUDING, WITHOUT LIMITATION, ANY TRANSACTION GOVERNED BY THE ENTITY TRANSACTIONS LAW (15 PA CONS. STAT. ANN. SEC. 311 ET. SEQ.); (B) THE CREATION OF OR FILLING OF VACANCIES IN THE BOARD; (C) THE ADOPTION, AMENDMENT OR REPEAL OF THESE BYLAWS; (D) THE AMENDMENT OR REPEAL OF ANY RESOLUTION OF THE BOARD; AND (E) ACTION ON MATTERS COMMITTED BY A RESOLUTION OF THE BOARD TO ANOTHER COMMITTEE OF THE BOARD. THE EXECUTIVE COMMITTEE WAS ELIMINATED AS OF JULY 1, 2023. FORM 990, PART VI, SECTION A, LINE 3 WAVERLY SENIOR SERVICES, A RELATED PUBLIC CHARITY, PROVIDES MANAGEMENT SERVICES TO WAVERLY HEIGHTS EFFECTIVE JULY 1, 2023. THE MANAGEMENT FEE PAID DURING THIS PERIOD WAS $828,108. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION FILED ARTICLES OF AMENDMENT TO CHANGE ITS NAME FROM WAVERLY HEIGHTS, LTD. TO WAVERLY HEIGHTS, EFFECTIVE JULY 1, 2023. THE BYLAWS WERE AMENDED EFFECTIVE JULY 1, 2023. HERE IS A LIST OF THE SIGNIFICANT CHANGES: 1. THE SOLE MEMBER IS WAVERLY SENIOR SERVICES. (ARTICLE III, SECTION 1) 2. APPROVAL OF THE SOLE MEMBER IS REQUIRED FOR ANY OF THESE ACTIONS (ARTICLE III, SECTION 2): A. THE ADOPTION OF THE CORPORATION'S OPERATING AND CAPITAL BUDGETS, INCLUDING ANY DEVIATIONS THEREFROM OR REVISIONS OR AMENDMENTS THERETO; B. THE INCURRENCE OF ANY MATERIAL INDEBTEDNESS THAT IS NOT INCLUDED IN THE CORPORATION'S OPERATING OR CAPITAL BUDGETS APPROVED BY THE MEMBER, OR ANY OTHER INDEBTEDNESS, WHETHER OR NOT INCLUDED IN SUCH BUDGETS, WHICH WOULD REQUIRE THE GUARANTY OR SURETY OF THE MEMBER; C. THE ELECTION OR REMOVAL OF TRUSTEES OF THE BOARD; D. THE AMENDMENT, ADOPTION, OR REPEAL OF THE ARTICLES OR THE BYLAWS; E. THE APPROVAL OF A PLAN OF MERGER OR CONSOLIDATION, CONVERSION, OR DIVISION, OR ANY OTHER TRANSACTION WITHIN THE SCOPE OF THE PENNSYLVANIA ENTITY TRANSACTIONS LAW, 15 PA. CONS. STAT. ANN. SEC .311 ET SEQ.; THE CREATION OR ACQUISITION OF ANY SUBSIDIARY ORGANIZATION; THE ACQUISITION OF ALL, OR SUBSTANTIALLY ALL, OF THE ASSETS OR BUSINESS OF ANOTHER ENTITY; OR THE PARTICIPATION IN ANY ALLIANCE, JOINT VENTURE, AFFILIATION, OR OTHER RELATIONSHIP WITH ANOTHER ENTITY WHICH WOULD RESULT IN A CHANGE IN CONTROL OF THE CORPORATION OR SUCH ENTITY; F. THE SALE, PLEDGE, LEASE, RELINQUISHMENT, TRANSFER, OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, OF THE CORPORATION'S ASSETS; AND ANY CHANGES TO THE CORPORATION'S ORGANIZATIONAL STRUCTURE OR CORPORATE PURPOSE; G. THE AUTHORIZATION AND DESIGNATION OF THE CORPORATION'S OFFICERS TO EXECUTE A DEED OF ASSIGNMENT FOR THE BENEFIT OF CREDITORS, FILE A VOLUNTARY PETITION IN BANKRUPTCY, FILE AN ANSWER CONSENTING TO THE APPOINTMENT OF A RECEIVER, OR FILE AN ANSWER TO AN INVOLUNTARY PETITION IN BANKRUPTCY; H. THE DETERMINATION TO INDEMNIFY A REPRESENTATIVE (AS THAT TERM IS DEFINED IN ARTICLE XII OF THE BYLAWS); I. THE ELECTION OR REMOVAL OF ANY OF THE CORPORATION'S BOARD OFFICERS THE PRESIDENT/CHIEF EXECUTIVE OFFICER OR THE CHIEF FINANCIAL OFFICER; OR, J. THE AUTHORIZATION, APPROVAL, AMENDMENT, OR TERMINATION OF ANY MANAGEMENT CONTRACT(S). 3. THE MAXIMUM NUMBER OF TRUSTEES WAS DECREASED FROM 21 TO 15. (ARTICLE IV, SECTION 3) 4. TRUSTEES ARE ELECTED BY THE MEMBER. PREVIOUSLY, TRUSTEES WERE ELECTED BY THE BOARD. (ARTICLE IV, SECTION 5). 5. THE MEMBER SHALL HAVE THE POWER TO REMOVE ANY TRUSTEE. PREVIOUSLY, THE BOARD HAD THE POWER TO REMOVE TRUSTEES. (ARTICLE IV, SECTION 10). 6. THE MAXIMUM NUMBER OF RESIDENTS OF THE CORPORATION'S WAVERLY HEIGHTS FACILITY WHO CAN SERVE ON THE BOARD WAS DECREASED FROM 7 TO 5. (ARTICLE IV, SECTION 12) 7. THE ELECTION OF THE CHAIR AND VICE CHAIR IS SUBJECT TO THE APPROVAL OF THE SOLE MEMBER. (ARTICLE V, SECTION 1) 8. THE TREASURER, SECRETARY AND PRESIDENT/CHIEF EXECUTIVE OFFICER POSITIONS ARE NOW DEFINED AS CORPORATE OFFICERS RATHER THAN BOARD OFFICERS. THE CORPORATION'S CHIEF FINANCIAL OFFICER IS DEFINED AS A CORPORATE OFFICER. ALL CORPORATE OFFICERS ARE ELECTED BY THE BOARD; THE ELECTION OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER ARE SUBJECT TO APPROVAL BY THE SOLE MEMBER. AN INDIVIDUAL MAY HOLD MULTIPLE OFFICES, EXCEPT THAT THE PRESIDENT/CHIEF EXECUTIVE OFFICER, THE CHIEF FINANCIAL OFFICER, AND THE SECRETARY SHALL BE SEPARATE PERSONS. (ARTICLE VI, SECTION 1). 9. UNLESS ANOTHER DATE IS SPECIFIED BY THE BOARD AT THE TIME OF ELECTION, EACH BOARD OFFICER SHALL SERVE FOR A TERM OF ONE (1) YEAR BEGINNING ON JANUARY 1 FOLLOWING ELECTION AND UNTIL A SUCCESSOR IS ELECTED OR UNTIL HIS OR HER EARLIER DEATH, DISABILITY, RESIGNATION OR REMOVAL. OFFICERS SHALL BE ELIGIBLE FOR RE-ELECTION. THE TERM OF ANY OFFICER WHO IS AN EMPLOYEE OF THE CORPORATION SHALL NOT EXTEND BEYOND SUCH OFFICER'S EMPLOYMENT BY THE CORPORATION. (ARTICLE VI, SECTION 2) 10. ANY OFFICER MAY BE REMOVED BY THE BOARD. REMOVAL OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER IS SUBJECT TO APPROVAL BY THE SOLE MEMBER. (ARTICLE VI, SECTION 3). 11. PROVISION FOR AN EXECUTIVE COMMITTEE WAS REMOVED. (ARTICLE VII, SECTION 1) 12. THE REQUIREMENT THAT THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE MEMBERS PRESENT AT A MEETING AT WHICH A QUORUM EXISTS IS REQUIRED TO AUTHORIZE THE CORPORATION TO SELL, MORTGAGE, LEASE OR OTHERWISE DISPOSE OF ITS REAL PROPERTY WAS REMOVED. (ARTICLE IX, SECTION 10) 13. THE REQUIREMENT OF AN AFFIRMATIVE VOTE OF TWO-THIRDS OF ALL BOARD MEMBERS TO AMEND THE BYLAWS WAS REPLACED WITH THE REQUIREMENT THAT THE BYLAWS CAN BE AMENDED ONLY BY THE MEMBER. (ARTICLE XV, SECTION 1) FORM 990, PART VI, SECTION A, LINE 6 EFFECTIVE JULY 1, 2023, TRUSTEES ARE ELECTED BY THE SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A EFFECTIVE JULY 1, 2023, WAVERLY SENIOR SERVICES, A RELATED PUBLIC CHARITY, ELECTS THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B EFFECTIVE JULY 1, 2023, THE APPROVAL OF WAVERLY SENIOR SERVICES, A RELATED PUBLIC CHARITY, IS REQUIRED FOR: (A) THE ADOPTION OF THE CORPORATION'S OPERATING AND CAPITAL BUDGETS, INCLUDING ANY DEVIATIONS THEREFROM OR REVISIONS OR AMENDMENTS THERETO; (B) THE INCURRENCE OF ANY MATERIAL INDEBTEDNESS THAT IS NOT INCLUDED IN THE CORPORATION'S OPERATING OR CAPITAL BUDGETS APPROVED BY THE MEMBER, OR ANY OTHER INDEBTEDNESS, WHETHER OR NOT INCLUDED IN SUCH BUDGETS, WHICH WOULD REQUIRE THE GUARANTY OR SURETY OF THE MEMBER; (C) THE ELECTION OR REMOVAL OF TRUSTEES OF THE BOARD; (D) THE AMENDMENT, ADOPTION, OR REPEAL OF THE ARTICLES OR THESE BYLAWS; (E) THE APPROVAL OF A PLAN OF MERGER OR CONSOLIDATION, CONVERSION, OR DIVISION, OR ANY OTHER TRANSACTION WITHIN THE SCOPE OF THE PENNSYLVANIA ENTITY TRANSACTIONS LAW, 15 PA. CONS. STAT. ANN. SEC. 311 ET SEQ.; THE CREATION OR ACQUISITION OF ANY SUBSIDIARY ORGANIZATION; THE ACQUISITION OF ALL, OR SUBSTANTIALLY ALL, OF THE ASSETS OR BUSINESS OF ANOTHER ENTITY; OR THE PARTICIPATION IN ANY ALLIANCE, JOINT VENTURE, AFFILIATION, OR OTHER RELATIONSHIP WITH ANOTHER ENTITY WHICH WOULD RESULT IN A CHANGE IN CONTROL OF THE CORPORATION OR SUCH ENTITY; (F) THE SALE, PLEDGE, LEASE, RELINQUISHMENT, TRANSFER, OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, OF THE CORPORATION'S ASSETS; AND ANY CHANGES TO THE CORPORATION'S ORGANIZATIONAL STRUCTURE OR CORPORATE PURPOSE; (G) THE AUTHORIZATION AND DESIGNATION OF THE CORPORATION'S OFFICERS TO: EXECUTE A DEED OF ASSIGNMENT FOR THE BENEFIT OF CREDITORS; FILE A VOLUNTARY PETITION IN BANKRUPTCY; FILE AN ANSWER CONSENTING TO THE APPOINTMENT OF A RECEIVER; OR FILE AN ANSWER TO AN INVOLUNTARY PETITION IN BANKRUPTCY; (H) THE DETERMINATION TO INDEMNIFY A REPRESENTATIVE (AS THAT TERM IS DEFINED IN ARTICLE XII OF THESE BYLAWS); (I) THE ELECTION OR REMOVAL OF ANY OF THE CORPORATION'S BOARD OFFICERS (AS HEREINAFTER DEFINED), THE PRESIDENT/CHIEF EXECUTIVE OFFICER OR THE CHIEF FINANCIAL OFFICER; OR (J) THE AUTHORIZATION, APPROVAL, AMENDMENT, OR TERMINATION OF ANY MANAGEMENT CONTRACT(S). FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM AND THEN REVIEWED BY THE CFO AND CONTROLLER. THE AUDIT COMMITTEE OF THE BOARD PERFORMS A FINAL REVIEW WITH THE INDEPENDENT ACCOUNTING FIRM AND A THEN A COPY IS PROVIDED TO ALL MEMBERS OF THE BOARD OF TRUSTEES BEFORE FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C WAVERLY HEIGHTS' CONFLICT OF INTEREST POLICY IS REVIEWED ANNUALLY TO PROVIDE GUIDANCE TO GOVERNING BOARD MEMBERS. ALL NEW MEMBERS SIGN OFF ON THIS POLICY UPON APPOINTMENT TO THE BOARD. ANY POSSIBLE CONFLICT OF INTEREST ON THE PART OF THE GOVERNING BOARD MEMBERS IS REQUIRED TO BE TIMELY DISCLOSED UPON REALIZATION OF THE POTENTIAL CONFLICT TO THE OTHER MEMBERS OF THE BOARD AND MADE A MATTER OF RECORD WHEN THE CONFLICT BECOMES A MATTER OF BOARD ACTION. THE BOARD MAKES THE DECISION AS TO WHETHER A POTENTIAL CONFLICT IS AN ACTUAL CONFLICT. ANY GOVERNING BOARD MEMBERS HAVING A CONFLICT OF INTEREST SHALL NOT VOTE OR USE THEIR PERSONAL INFLUENCE ON THE MATTER, EVEN WHERE PERMITTED BY LAW. THE MINUTES OF THE MEETING SHALL REFLECT THE DISCLOSURE, ABSTENTION AND THE QUORUM. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR THE PRESIDENT & CEO, OTHER OFFICERS, AND KEY EMPLOYEES OF WAVERLY HEIGHTS IS DETERMINED BY WAVERLY SENIOR SERVICES EXECUTIVE EVALUATION & COMPENSATION COMMITTEE BASED ON THE RECOMMENDATIONS FROM AN INDEPENDENT CONSULTANT. THE CONSULTANT BASES THEIR INFORMATION ON SURVEY DATA FROM SIMILAR LIFE PLAN COMMUNITIES AND EXTERNAL DATA. ADDITIONALLY, ANY SIGNIFICANT ADJUSTMENTS FOR CHANGE AND ANNUAL ADJUSTMENTS ARE REVIEWED AND RECOMMENDED BY THE WAVERLY SENIOR SERVICES EXECUTIVE EVALUATION & EXECUTIVE COMPENSATION COMMITTEE TO THE BOARD OF TRUSTEES. THIS PROCESS WAS REVIEWED AND APPROVED IN 2023. THE DELIBERATION AND FINAL DECISION WERE DOCUMENTED IN THE BOARD AND COMMITTEE MINUTES WITH SPECIFIC DETAILS DOCUMENTED IN CONFIDENTIAL EMPLOYEE FILES. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. WAVERLY CARE MANAGEMENT LLC 1400 WAVERLY ROAD GLADWYNE PA 190351254 232212842 CARE MANAGEMENT SERVICES PA 215776 235812 WAVERLY HEIGHTS WAVERLY CARE 1400 WAVERLY ROAD GLADWYNE PA 190351254 232655145 COMPANION SERVICES PA 501(C)(3) LINE 10 SEE SCHEDULE R PART VII 1 WAVERLY SENIOR SERVICES 1400 WAVERLY ROAD GLADWYNE PA 190351254 922896025 MANAGEMENT COMPANY PA 501(C)(3) LINE 12C, III-FI N/A 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 1 0 WAVERLY CARE L 580462 FAIR MARKET VALUE WAVERLY CARE R 1200000 FAIR MARKET VALUE SCHEDULE R, PART II, COLUMN (F): WAVERLY HEIGHTS WAS THE DIRECT CONTROLLING ENTITY OF WAVERLY CARE FROM JANUARY 1 - JUNE 30, 2023. EFFECTIVE JULY 1, 2023, WAVERLY SENIOR SERVICES BECAME THE DIRECT CONTROLLING ENTITY OF WAVERLY CARE.