2023-08-10T15:26:46-05:00 2022-09-30 381357951 PLANTE & MORAN PLLC 10 S RIVERSIDE PLAZA 9TH FLOOR CHICAGO IL 60606 990 2021-10-01 363478388 COVENANT LIVING COMMUNITIES AND SERVICES COVE 7738782294 5700 OLD ORCHARD RD SKOKIE IL 60077 JEAN E JUSTIE CFO 7738782294 2023-08-01 1 JEAN JUSTIE 999009999 DAVID LOWENTHAL P00378651 3122071040 2023-08-01 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z TERRI S CUNLIFFE 5700 OLD ORCHARD RD SKOKIE IL 60077 48910272 0 2650 X WWW.COVLIVING.ORG X 1975 IL CARE FOR SENIOR ADULTS. 18 16 137 18 0 0 2338871 249650 40427982 40152316 13322993 1305960 854190 2037762 56944036 43745688 5700 27600 0 0 17803864 19954369 0 0 1280512 15039279 21440892 32848843 41422861 24095193 2322827 297389461 275632536 173854876 192470854 123534585 83161682 X AS A MINISTRY OF THE EVANGELICAL COVENANT CHURCH, COVENANT LIVING COMMUNITIES AND SERVICES CELEBRATES GOD'S GIFT OF LIFE IN CHRISTIAN COMMUNITY. WE FOLLOW THE GREAT COMMANDMENT TO LOVE AND SERVE GOD AND ONE ANOTHER AS TAUGHT BY JESUS CHRIST. (SEE SCHEDULE O) 0 0 27196259 27600 38456722 THE NUMBER OF PERSONS RESIDING AT THE CONTINUING CARE RETIREMENT COMMUNITIES THAT BENEFITED FROM THE SERVICES WE PROVIDED FOR THE YEAR ENDED SEPTEMBER 30, 2022, WERE AS FOLLOWS:RESIDENTIAL & CATERED LIVING: THERE WERE A TOTAL OF 3,527 RESIDENTS, OCCUPYING 2,787 APARTMENTS AT 09/30/2022. RESIDENCY FOR THE FISCAL YEAR TOTALED 1,264,607 RESIDENT DAYS.ASSISTED LIVING: THERE WERE A TOTAL OF 479 RESIDENTS AT 09/30/2022. ASSISTED LIVING RESIDENCY FOR THE FISCAL YEAR TOTALED 171,471 RESIDENT DAYS.ASSISTED LIVING MEMORY SUPPORT: THERE WERE A TOTAL OF 124 RESIDENTS AT 09/30/2022. ASSISTED LIVING MEMORY SUPPORT RESIDENCY FOR THE FISCAL YEAR TOTALED 44,616 RESIDENT DAYS.SKILLED NURSING: THERE WERE A TOTAL OF 779 RESIDENTS AT 09/30/2022. SKILLED CARE RESIDENCY FOR THE FISCAL YEAR TOTALED 269,327 RESIDENT DAYS. 1125796 0 3710412 ESTATES OF WINDSOR PARK:THE NUMBER OF PERSONS WHO BENEFITED FROM THE SERVICES WE PROVIDED FOR THE YEAR ENDED SEPTEMBER 30, 2022 WERE AS FOLLOWS:THERE WERE A TOTAL OF 92 RESIDENTS, OCCUPYING 60 APARTMENTS AT 09/30/22. RESIDENCY FOR THE FISCAL YEAR TOTALED 41,806 RESIDENT DAYS. 28322055 1 1 0 0 0 0 0 0 1 1 1 1 0 1 1 0 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 96 0 1 137 1 0 1 BD 0 0 0 0 0 0 0 0 0 0 X 18 16 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 IL X JEAN E JUSTIE 7738782294 C/O CLCS 5700 OLD ORCHARD RD SKOKIE IL 60077 TERRI S CUNLIFFE DIRECTOR/CLCS PRESIDENT/CEO 40.00 19.00 X X 716837 0 43631 TODD SLECHTA DIRECTOR/EX-OFFICIO 2.00 40.00 X 0 198247 41623 JOHN WENRICH - END 9122 DIRECTOR/EX-OFFICIO 2.00 40.00 X X 0 127532 97677 MATTHEW MANLOVE DIRECTOR/CHAIR 0.10 1.90 X X 0 0 0 JANET CREANEY DIRECTOR/VICE CHAIR 0.10 1.90 X X 0 0 0 SARAH BENTLEY - END 42922 DIRECTOR/SECRETARY 0.10 1.90 X X 0 0 0 LORENE FLEWELLEN DIRECTOR/SECRETARY 0.10 1.90 X X 0 0 0 TAMMY SWANSON-DRAHEIM DIRECTOR/EX-OFFICIO 2.00 40.00 X 0 0 0 KATHY BUETTNER DIRECTOR 0.10 1.90 X 0 0 0 PAMELA CHRISTENSEN DIRECTOR 0.10 1.90 X 0 0 0 JOHN FREDRICKSON DIRECTOR 0.10 1.90 X 0 0 0 JANET GOELZ HOFFMAN DIRECTOR 0.10 1.90 X 0 0 0 KURT KINCANON DIRECTOR 0.10 1.90 X 0 0 0 ROBERT MARTIN DIRECTOR 0.10 1.90 X 0 0 0 JENNIFER MEANS DIRECTOR 0.10 1.90 X 0 0 0 MARY PALMER DIRECTOR 0.10 1.90 X 0 0 0 LOANN PETERSON DIRECTOR 0.10 1.90 X 0 0 0 SUSAN POSTON DIRECTOR/EX-OFFICIO 1.00 1.00 X 0 0 0 DIXIE REPPE DIRECTOR 0.10 1.90 X 0 0 0 ANDREW VANOVER DIRECTOR 0.10 1.90 X 0 0 0 DAVID G ERICKSON SR VP & GEN COUNSEL/ASST SECRETARY 40.00 19.00 X 387363 0 116243 JEAN E JUSTIE CFO/TREASURER/ASST SECRETARY 40.00 19.00 X 324380 0 77262 AMY LACROIX SVP, COMMUNITY OPS/ASST SECRETARY 40.00 19.00 X 312458 0 65934 WILLIAM RABE SR VP ENTERPRISE OPS/ASST SECRETARY 40.00 19.00 X 312536 0 50684 EMILY WARNYGORA ASSISTANT SECRETARY 40.00 19.00 X 79457 0 11021 JAY HIBBARD SVP SALES/COMMUNICATIONS/BUS. DEV. 22.50 22.50 X 415515 0 79526 FRAN PALMA SR VP OF MARKETING 22.50 22.50 X 329595 0 74220 RANDAL GROSS VICE PRESIDENT OF PROJECT DEVELOPMENT 40.00 1.00 X 307374 0 47098 MICHELLE KOZLOSKI SENIOR VP OF HUMAN RESOURCES 40.00 1.00 X 289071 0 64706 MIA LEIBOW VP, FINANCIAL PLANNING & ANALYSIS 40.00 1.00 X 268186 0 24164 CORY STERN FORMER INTERIM FINANCE LEAD/TREAS. 0.00 0.00 X 198613 0 29124 3941385 325779 822913 62 1 1 0 THOMPSON HANCOCK WITTE & ASSOC 2100 RIVEREDGE PARKWAY SUITE 900 ATLANTA GA 30328 ARCHITECTURE, INTERIOR DESIGN 5607462 SENIOROI LLC 4335 TAGGART CREEK RD STE A CHARLOTTE NC 28208 TARGETED MARKETING 1256655 LANDHAUS BUILDERS & DEVELOPERS 1280 AMERICAN WAY LIBERTYVILLE IL 60048 CONSTRUCTION/RENOVATION 605463 CHECKOFF LLC 124 BRIDGE ST SUFFIELD CT 06078 ONLINE MARKETING AND ADVERTISING 591822 POLSINELLI SHUGHART PC 150 N RIVERSIDE PLAZA SUITE 3000 CHICAGO IL 60606 CONSULTING SERVICES 576268 14 249650 249650 MANAGEMENT FEES 561000 36393110 36393110 ROUTINE SERVICES 623000 2608494 2608494 ENTRANCE FEE 623000 1143365 1143365 ANCILLARY SERVICE 623000 7347 7347 40152316 6419148 6419148 74340 51396 22944 22944 22944 5113188 -5113188 -5113188 -5113188 PURCHASING DISCOUNTS/REBATES 900099 464693 464693 APARTMENT UPGRADES 623000 91738 91738 SERVICES TO RESIDENTS 623000 35578 35578 1422809 1422809 2014818 43745688 42167134 0 1328904 27600 27600 2680370 2680370 13298096 11591115 1533558 173423 554910 462809 81771 10330 2377201 1785824 587072 4305 1043792 742083 290124 11585 440243 440243 2432148 2432148 6361 6361 556921 556921 1838236 1561949 261810 14477 20565 12000 8565 228492 105035 122947 510 5233305 4860705 372600 302115 77502 224613 828279 383258 441273 3748 160383 58760 101623 1249272 854140 356511 38621 1998429 1366346 570301 61782 38450 38450 RECRUITING 398651 354231 44026 394 MAINT. FOR RESIDENTS 155263 155263 RELATED PARTY ACTIVITY 114808 93219 17389 4200 TRAINING 30545 23158 7387 5408426 3211687 1239602 957137 41422861 28322055 11820294 1280512 37538338 42687611 9872134 10363500 9625 2867 560665 509057 5812215 6274762 57585402 26396910 29932724 31188492 65136525 31897508 52937385 26187865 95589850 126520874 297389461 275632536 25580755 34690035 12485155 13225425 13846446 16594920 17150 16800 121925370 127943674 173854876 192470854 X 115721359 76017891 7813226 7143791 123534585 83161682 297389461 275632536 X 2322827 -44192235 -117430 1613935 X 0 1 X 1 1 1 X X 13 COVENANT LIVING OF GOLDEN VALLEY 418041150 10 1 0 0 COVENANT LIVING OF FLORIDA INC 521115870 10 1 0 0 COVENANT HOME 362643638 10 1 0 0 COVENANT HEALTHCARE CENTERS INC 521115873 10 1 0 0 COVENANT LIVING AT THE HOLMSTAD 362835154 10 1 0 0 COVENANT HOME OF CHICAGO 363095932 10 1 0 0 COVENANT LIVING OF CROMWELL INC 131740015 10 1 0 0 COVENANT LIVING WEST 953472345 10 1 0 0 COVENANT LIVING OF COLORADO 841084331 10 1 0 0 COVENANT LIVING AT WINDSOR PARK 363385581 10 1 0 0 COVENANT LIVING OF THE GREAT LAKES 383244636 10 1 0 0 COVENANT LIVING SERVICES 272480652 10 1 0 0 COVENANT RETIREMENT COMMUNITIES FOUNDATION 300763748 7 1 0 0 13 0 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 1 PART IV, SECTION A, LINE 2 COVENANT LIVING SUPPORTS ORGANIZATIONS INCLUDED IN THE GROUP EXEMPTION LETTER HELD BY THE EVANGELICAL COVENANT CHURCH OF AMERICA. AS ORGANIZATIONS RELATED TO A CHURCH, THE SUPPORTED ORGANIZATIONS ARE NOT REQUIRED TO OBTAIN SEPARATE EXEMPT DETERMINATIONS. PART IV, SECTION A, LINE 6 GRANTS WERE MADE TO EVANGELICAL COVENANT CHURCH, WHICH IS AN ORGANIZATION WHICH FURTHERS THE MISSION OF THIS ORGANIZATION. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 6466640 -750474 161850 5554316 5839585 715555 88500 6466640 5578366 358511 97292 5839585 5326397 305206 53237 5578366 5504320 -116103 61819 5326397 0.00000 1.00000 0.00000 0 1 1 9201158 9201158 27097115 12005231 15091884 17809025 14166932 3642093 3478104 224747 3253357 31188492 MORTGAGES 334907 F DOMESTIC EQUITY 11976905 F INTERNATIONAL EQUITY 7202709 F HEDGE FUNDS & DERIVATIVES 4805141 F PRIVATE EQUITY 1578894 F PUTS AND CALLS 289309 F 26187865 OTHER INVESTMENTS 7799922 INTER-COMPANY ADVANCE ACCOUNTS 100837073 INVESTMENT IN CIIC 17883879 126520874 REFUNDABLE CONTRACT LIABILITIES 2960919 ACCRUED TAXES & EMPLOYEE BENEFITS 748533 OTHER LIABILITIES 17825609 INTER-COMPANY ADVANCE ACCOUNTS 22603984 2019 TERM LOAN 40000000 2022 TERM LOAN 43804629 127943674 PART V, LINE 4: THE BRANDEL ENDOWMENT FUND IS USED FOR RESIDENT CARE AT CERTAIN COVENANT LIVING CAMPUSES. CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 INVESTMENTS N/A 17883879 0 0 0 0 0 0 17883879 0 17883879 0 0 1 0 0 0 PART III ACCOUNTING METHOD: 0 EVANGELICAL COVENANT CHURCH 8303 W HIGGINS ROAD CHICAGO IL 60631 362167730 501(C)3 27500 0 N/A N/A EVENT SPONSORSHIPS 1 0 SCHEDULE I, PART I, LINE 2: GRANTS AND DONATION REQUESTS AND PROPOSALS ARE BROUGHT TO COVENANT LIVING'S MANAGEMENT. THE MANAGEMENT THEN BRINGS REQUESTS AND PROPOSALS DEEMED APPROPRIATE TO THE COVENANT LIVING BOARD FOR APPROVAL, IF SIGNIFICANT. A CHECK GOES OUT AFTER THE APPROPRIATE LEVEL OF APPROVAL IS RECEIVED. X 1 1 X X X X 0 1 0 0 0 0 0 1 0 TERRI S CUNLIFFE DIRECTOR/CLCS PRESIDENT/CEO 556285 0 0 0 160552 0 8700 0 35047 0 760584 0 20790 0 DAVID G ERICKSON SR VP & GEN COUNSEL/ASST SECRETARY 309874 0 0 0 77489 0 83565 0 38614 0 509542 0 0 0 JAY HIBBARD SVP SALES/COMMUNICATIONS/BUS. DEV. 336533 0 0 0 78982 0 51008 0 35006 0 501529 0 0 0 FRAN PALMA SR VP OF MARKETING 245340 0 988 0 83267 0 42302 0 37142 0 409039 0 0 0 JEAN E JUSTIE CFO/TREASURER/ASST SECRETARY 263821 0 0 0 60559 0 45344 0 38938 0 408662 0 0 0 AMY LACROIX SVP, COMMUNITY OPS/ASST SECRETARY 276919 0 0 0 35539 0 42510 0 24085 0 379053 0 0 0 WILLIAM RABE SR VP ENTERPRISE OPS/ASST SECRETARY 260946 0 0 0 51590 0 39116 0 17228 0 368880 0 0 0 RANDAL GROSS VICE PRESIDENT OF PROJECT DEVELOPMEN 221808 0 0 0 85566 0 28063 0 23963 0 359400 0 0 0 MICHELLE KOZLOSKI SENIOR VP OF HUMAN RESOURCES 227824 0 0 0 61247 0 38788 0 30541 0 358400 0 0 0 MIA LEIBOW VP, FINANCIAL PLANNING & ANALYSIS 246169 0 0 0 22017 0 24164 0 2508 0 294858 0 4762 0 TODD SLECHTA DIRECTOR/EX-OFFICIO 0 130651 0 38725 0 28871 0 19346 0 22563 0 240156 0 0 CORY STERN FORMER INTERIM FINANCE LEAD/TREAS. 143143 0 0 0 55470 0 20557 0 8861 0 228031 0 0 0 JOHN WENRICH - END 9122 DIRECTOR/EX-OFFICIO 0 127532 0 0 0 0 0 26249 0 71428 0 225209 0 0 PART I, LINE 1A THE FOLLOWING BENEFITS WERE TREATED AS TAXABLE COMPENSATION AND WERE DETERMINED BY THE EXECUTIVE COMPENSATION COMMITTEE (OF COVENANT LIVING'S BOARD) TO BE REASONABLE: - HEALTH CLUB DUES PAID FOR FOUR (4) SENIOR-LEVEL EMPLOYEES. PART I, LINE 3 SEE SCHEDULE O EXPLANATION FOR FORM 990 PART VI SECTION B LINE 15 FOR THE METHODS USED TO DETERMINE CEO COMPENSATION. THE REVIEW AND APPROVAL PROCESS IS DESIGNED TO SATISFY AND QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERNAL REVENUE CODE SECTION 4958. PART I, LINE 4B EXECUTIVE BENEFIT PLAN COVENANT MINISTRIES OF BENEVOLENCE (CMB), A RELATED ORGANIZATION, PROVIDES CERTAIN SUPPLEMENTAL RETIREMENT BENEFITS TO ITS OFFICERS AND KEY EMPLOYEES. THESE BENEFITS ARE PROVIDED THROUGH A NONQUALIFIED DEFERRED COMPENSATION PLAN, UNDER WHICH A PORTION OF THE BENEFITS BEING EARNED ARE SUBJECT TO A "SUBSTANTIAL RISK OF FORFEITURE." THE SUPPLEMENTAL RETIREMENT BENEFITS ARE STRUCTURED TO PROVIDE A RETENTION INCENTIVE THAT HAS BEEN DETERMINED BY THE EXECUTIVE COMPENSATION COMMITTEE OF CMB'S BOARD ("COMMITTEE") TO BE OF SUBSTANTIAL VALUE TO THE ORGANIZATION. THE COMMITTEE APPROVES ALL RETIREMENT BENEFITS, TOGETHER WITH ALL OTHER FORMS OF COMPENSATION AND BENEFITS FOR THESE AND OTHER EXECUTIVES, IN A MANNER INTENDED TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTION'S RULES OF FEDERAL INCOME TAX LAW. THE FOLLOWING ARE PARTICIPANTS IN THE PLAN: TERRI S CUNLIFFE DAVID G. ERICKSON RANDAL GROSS JAY HIBBARD JEAN E. JUSTIE MICHELLE KOZLOSKI AMY LACROIX MIA LEIBOW FRAN PALMA TODD SLECHTA CORY STERN WILLIAM RABE IN 2021, THESE INDIVIDUALS VESTED IN THE PLAN IN THE FOLLOWING AMOUNTS: TERRI CUNLIFFE - $65,665 DAVID ERICKSON - $23,147 RANDAL GROSS - $21,664 JAY HIBBARD - $32,384 MICHELLE KOZLOSKI - $18,280 MIA LEIBOW - $4,762 FRAN PALMA - $30,480 WILLIAM RABE - $19,251 CORY STERN - $12,367 IN 2021, THESE INDIVIDUALS RECEIVED DISTRIBUTIONS FROM THE PLAN IN THE FOLLOWING AMOUNTS: TERRI CUNLIFFE - $39,525 DAVID ERICKSON - $29,992 RANDAL GROSS - $28,446 PART I, LINE 7 THE FOLLOWING APPLIES TO CERTAIN INDIVIDUALS LISTED ON PART VII WHOSE COMPENSATION IS PAID FROM RELATED ORGANIZATIONS: THE EXECUTIVE COMPENSATION COMMITTEE (OF CMB'S BOARD) FOLLOWS A PRESCRIBED METHOD FOR CALCULATING INCENTIVE COMPENSATION AWARDS. THE CALCULATION IS BASED ON MEASURABLE TARGETS DETERMINED AT THE BEGINNING OF THE YEAR. THE COMMITTEE HAS THE ABILITY TO ADJUST THE DOLLAR VALUE OF THE CALCULATED AWARDS BY UP TO 10%. THE ADJUSTMENT CAN BE AN UPWARD OR DOWNWARD ADJUSTMENT BASED ON VARIOUS PERFORMANCE FACTORS OR ON FACTORS THAT WILL ASSURE THAT FINAL INCENTIVE COMPENSATION AWARDS ARE IN THE BEST INTEREST OF THE ORGANIZATION AND APPROPRIATELY REFLECT THE PERFORMANCE OF THE ORGANIZATION. REFER TO ADDITIONAL INFORMATION ON THE COMMITTEE INCLUDED IN SCHEDULE O. PART II, COLUMN B (II): BONUS AND INCENTIVE COMPENSATION - CERTAIN KEY PERSONS EMPLOYED BY COVENANT LIVING AND CMB ARE ELIGIBLE FOR INCENTIVE COMPENSATION AS DETERMINED BY THE EXECUTIVE COMPENSATION COMMITTEE OF EITHER THE COVENANT LIVING OR CMB'S BOARD BASED ON WHERE THESE INDIVIDUALS ARE EMPLOYED. INCENTIVES RELATED TO THE ACHIEVEMENT OF TARGETS FOR THE EIGHT-MONTHS ENDED 9/30/20 WERE NOT PAID OUT IN 2021 FOR CLCS AND RELATED ENTITIES, BUT INCENTIVES RELATED TO CMB'S ACHIEVEMENT OF TARGETS FOR THE TWELVE-MONTHS ENDED 9/30/21 WERE PAID OUT IN 2021. PART II, COLUMN D: NONTAXABLE BENEFITS INCLUDE HEALTH INSURANCE PREMIUMS PAID BY THE EMPLOYER AND EMPLOYEE. A COLORADO HEALTH FACILITIES AUTHORITY 840752932 19648AW27 2015-04-02 121947731 SEE PART VI 0 0 0 B COLORADO HEALTH FACILITIES AUTHORITY 840752932 NONEAVAIL 2015-04-02 22340000 SEE PART VI 0 0 0 C ILLINOIS FINANCE AUTHORITY 861091967 NONEAVAIL 2017-02-01 52070000 SEE PART VI 0 0 0 D COLORADO HEALTH FACILITIES AUTHORITY 840752932 19648FGT5 2018-11-13 63008063 SEE PART VI 0 0 0 A 34315000 121450653 10734327 1799621 108916705 0 1 1 1 B 18625000 22340000 245209 22094791 1 0 1 1 C 17850000 52070000 52070000 1 0 1 1 D 61693599 3771228 1065717 37524144 19332510 0 0 0 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 D 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 0 1 0 0 0 0 1 B 0 0 0 1 1 0 0 0 1 C 0 0 0 1 1 0 0 0 1 D 0 1 0 1 0 0 0 1 1 A 1 B 1 C 1 D 1 SCHEDULE K, PART IV, ARBITRAGE, LINE 2C: (A) ISSUER NAME: COLORADO HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 04/02/2022 (B) ISSUER NAME: COLORADO HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 04/02/2020 (C) ISSUER NAME: ILLINOIS FINANCE AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 02/01/2022 (D) ISSUER NAME: COLORADO HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 11/13/2021 (A-2) ISSUER NAME: STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 11/13/2021 (B-2) ISSUER NAME: COLORADO HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 10/29/2021 PART I, ROW A, COLUMN F BORROWINGS WERE USED, ALONG WITH OTHER FUNDS, TO (1) RETIRE $118,110,000 OF PREVIOUSLY ISSUED DEBT RECORDED ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING (2) TO PAY DEBT ISSUANCE COSTS OF $1,799,621 AND (3) TO FUND REQUIRED RESERVES. PART I, ROW B, COLUMN F BORROWINGS WERE USED, ALONG WITH OTHER FUNDS, TO RETIRE $27,580,000 OF PREVIOUSLY ISSUED DEBT RECORDED ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING AND TO PAY DEBT ISSUANCE COSTS OF $245,209. PART I, ROW C, COLUMN F BORROWINGS WERE USED TO RETIRE $52,070,000 OF PREVIOUSLY ISSUED DEBT RECORDED ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING. PART I, ROW D, COLUMN F BORROWINGS WERE USED TO FUND PROJECT RESERVES AND OTHER RESERVES ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING AND PAY DEBT ISSUANCE COSTS OF $1,065,717. PART I, ROW A-2, COLUMN F BORROWINGS WERE USED TO FUND PROJECT RESERVES AND OTHER RESERVES ON THE BALANCE SHEETS OF WHOLLY OWNED SUBSIDIARIES OF COVENANT LIVING AND PAY DEBT ISSUANCE COSTS OF $660,745. PART I, ROW B-2, COLUMN F: BORROWINGS WERE USED TO REFUND THE COLORADO HEALTH FACILITIES AUTHORITY SERIES 2012A BONDS; TO PAY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY 2013C BONDS; TO BUY BACK $6,500,000 OF THE 2015A BONDS; TO FUND CAPITAL PROJECT AND INTEREST RESERVE ACCOUNTS; AND TO PAY THE COSTS OF ISSUANCE OF $980,441. PART II, LINE 3, COLUMN A THE AMOUNT IN LINE 3 DOES NOT EQUAL THE AMOUNT IN PART I, ROW A, COL E BECAUSE OF INVESTMENT EARNINGS/LOSSES ON RESERVES. PART II, LINE 3, COLUMN D THE AMOUNT IN LINE 3 DOES NOT EQUAL THE AMOUNT IN PART I, ROW D, COL E BECAUSE OF INVESTMENT EARNINGS/LOSSES ON RESERVES. PART II, LINE 3, COLUMN A2 THE AMOUNT IN LINE 3 DOES NOT EQUAL THE AMOUNT IN PART I, ROW A2, COL E BECAUSE OF INVESTMENT EARNINGS/LOSSES ON RESERVES. PART II, LINE 3, COLUMN B2 THE AMOUNT IN LINE 3 DOES NOT EQUAL THE AMOUNT IN PART I, ROW B2, COL E BECAUSE OF INVESTMENT EARNINGS/LOSSES ON RESERVES AND ORIGINAL ISSUE PREMIUM. A STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY 060806186 2077F47FB 2018-11-13 50471973 SEE PART VI 0 0 0 B COLORADO HEALTH FACILITIES AUTHORITY 840752932 19648FRW5 2020-10-29 87047885 SEE PART VI 0 0 0 A 3135000 47435327 2955881 660745 43818701 2022 0 0 1 1 B 82275495 980441 3819719 24384241 53091094 1 0 0 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 1 0 0 0 1 1 B 0 1 0 1 0 0 0 0 1 A 1 B 1 FORM 990, PART III, LINE 1: AS A MINISTRY OF THE EVANGELICAL COVENANT CHURCH, COVENANT LIVING COMMUNITIES AND SERVICES CELEBRATES GOD'S GIFT OF LIFE IN CHRISTIAN COMMUNITY. WE FOLLOW THE GREAT COMMANDMENT TO LOVE AND SERVE GOD AND ONE ANOTHER AS TAUGHT BY JESUS CHRIST. THAT COMPELS US TO AFFIRM THE DIGNITY OF EACH PERSON AND TO PURSUE EXCELLENCE AND FINANCIAL INTEGRITY IN ALL THAT WE DO. AS WE PROVIDE A BROAD RANGE OF RESOURCES, SERVICES AND PROGRAMS TO ENHANCE INDIVIDUAL AND COMMUNITY WELLNESS, WE COLLABORATE WITH RESIDENTS AND FAMILIES TO ACHIEVE THE BEST POSSIBLE RESULTS. WHILE SEEKING TO FOSTER INDEPENDENCE, WE RESPOND TO EACH INDIVIDUAL'S EVOLVING NEEDS IN ORDER TO PROVIDE THE SECURITY THAT ASSURES PEACE OF MIND. COVENANT LIVING IS ORGANIZED AND OPERATED FOR THE BENEFIT OF, AND TO PLAN AND SUPPORT THE CHARITABLE PURPOSES OF, MULTIPLE CONTINUING CARE RETIREMENT COMMUNITIES, ALL NONPROFIT ORGANIZATIONS, CONSISTING OF RESIDENTIAL LIVING, ASSISTED LIVING, ASSISTED LIVING MEMORY CARE, AND SKILLED NURSING, AS WELL AS OTHER SENIOR CARE ORGANIZATIONS AND SERVICES. IN ADDITION TO THE PROGRAM SERVICE ACCOMPLISHMENTS OF EACH ORGANIZATION, COVENANT LIVING COMMUNITIES AND SERVICES PROVIDED $4,470,296 OF FREE OR DISCOUNTED SERVICES TO THOSE RESIDENTS UNABLE TO PAY ALL OR A PORTION OF THEIR CHARGES, AND WHO MEET CERTAIN ELIGIBILITY REQUIREMENTS. FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERS ARE THE INDIVIDUAL MEMBERS OF THE BOARD OF BENEVOLENCE. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF BENEVOLENCE APPROVES THE COVENANT LIVING COMMUNITIES AND SERVICES' (CLCS) BOARD OF DIRECTORS. CLCS ELECTS THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B S 2.4 OF BYLAWS INCLUDE RESERVED POWERS TO THE MEMBERS SUCH AS APPOINTMENT OF PRESIDENT OF COVENANT LIVING COMMUNITIES AND SERVICES, CHANGES TO MISSION AND STRATEGIC PLAN, APPROVAL OF CERTAIN ACQUISITIONS, DISPOSITIONS AND FINANCINGS, CHANGES TO ARTICLES AND BYLAWS. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT REVIEW: THE DRAFT FORM 990 WAS REVIEWED BY MULTIPLE LEVELS OF MANAGEMENT INCLUDING THE CHIEF FINANCIAL OFFICER. BOARD REVIEW: PRIOR TO FILING, THE 990 PROCESS WAS REVIEWED WITH THE BOARD OF DIRECTORS AT THE BOARD MEETING AND THE FINAL FORM 990 WAS PROVIDED TO EACH BOARD MEMBER. FORM 990, PART VI, SECTION B, LINE 12C COVENANT LIVING COMMUNITIES AND SERVICES HAS AN ADMINISTRATIVE POLICY ON CONFLICT OF INTEREST, IDENTIFYING THE PARAMETERS OF A CONFLICT OF INTEREST AND THE REQUIREMENT TO DISCLOSE ANY SUCH CONFLICT OF INTEREST. THE COVENANT LIVING POLICY IS DISTRIBUTED ANNUALLY TO COVENANT LIVING BOARD MEMBERS AND OFFICERS. THEY ARE ASKED TO SIGN ACKNOWLEDGING RECEIPT OF THE POLICY AND TO DISCLOSE IF THEY HAVE ANY CONFLICT OF INTERESTS. IF SOMEONE IS ABSENT FROM THE MEETING OR FAILS TO RETURN THE ACKNOWLEDGMENT, THERE IS A FOLLOW-UP WITH THE INDIVIDUAL UNTIL THE SIGNED ACKNOWLEDGMENT IS PROVIDED. IN ADDITION TO THE ABOVE, A SEPARATE AND MORE COMPREHENSIVE QUESTIONNAIRE IS SENT TO THE BOARD MEMBERS, OFFICERS, KEY EMPLOYEES AND OTHER INTERESTED PERSONS. THE COMPLETED QUESTIONNAIRES ARE REVIEWED BY COVENANT LIVING'S LEGAL COUNSEL TO DETERMINE IF ANY ACTUAL OR POTENTIAL CONFLICTS EXIST. IF A PERSON BECOMES AN INTERESTED PERSON, HE OR SHE MAY BE CONSIDERED IN DETERMINING WHETHER A QUORUM IS PRESENT. THE INTERESTED PERSON MAY MAKE A SHORT STATEMENT RELATING TO THE TRANSACTION OR ARRANGEMENT IN QUESTION, BUT SHALL NOT BE PRESENT DURING THE DISCUSSION AND SHALL NOT VOTE ON THE MOTION ADDRESSING THE ACTUAL OR POTENTIAL CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 COVENANT LIVING COMMUNITIES AND SERVICES' BOARD OF DIRECTORS HAS DULY APPOINTED AN EXECUTIVE COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL COMPENSATION AND BENEFITS PROVIDED TO COVENANT LIVING'S EXECUTIVE MANAGEMENT. THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY STATEMENT AND AN EXECUTIVE COMPENSATION COMMITTEE CHARTER GOVERNING THE WORK AND REVIEW PROCESS OF THE COMMITTEE. THE COMMITTEE FOLLOWS THE PROCEDURES DESCRIBED IN THE PHILOSOPHY STATEMENT AND THE CHARTER WHEN IT REVIEWS AND APPROVES THE COMPENSATION AND EMPLOYEE BENEFITS PROVIDED TO THE COVENANT LIVING'S SENIOR MANAGEMENT. THE COMMITTEE'S REVIEW ANALYZES EVERY ELEMENT OF COMPENSATION, INCLUDING CURRENT AND DEFERRED COMPENSATION, AND BENEFITS, INCLUDING QUALIFIED AND NON-QUALIFIED BENEFITS. THE COMMITTEE CONDUCTS ITS REVIEW AND APPROVAL PROCESS AT LEAST ANNUALLY, AND APPROVES COMPENSATION AND BENEFITS ONLY TO THE EXTENT THAT THE COMMITTEE HAS CONCLUDED THAT THE COMPENSATION AND BENEFITS CONSTITUTE NO MORE THAN REASONABLE COMPENSATION FOR EACH EXECUTIVE. THE COMMITTEE CONSISTS ENTIRELY OF DISINTERESTED MEMBERS OF THE BOARD, AND THE COMMITTEE WORKS WITH AN INDEPENDENT COMPENSATION CONSULTANT TO PREPARE AND REVIEW IN ADVANCE COMPREHENSIVE DATA SHOWING THE COMPENSATION PROVIDED BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY SIMILAR POSITIONS. THE COMMITTEE ALSO PREPARES A TIMELY AND THOROUGH WRITTEN RECORD OF ITS DELIBERATIONS AND CONCLUSIONS. AS A RESULT, THE COMMITTEE'S REVIEW PROCESS IS DESIGNED TO SATISFY THE PROCEDURAL CRITERIA NECESSARY TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE FEDERAL INCOME TAX LAW INTERMEDIATE SANCTIONS RULES. THE RESOURCES UTILIZED BY THE COMPENSATION COMMITTEE INCLUDE: 1) INDEPENDENT COMPENSATION CONSULTANT; 2) COMPENSATION SURVEY OR STUDY; 3) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST BY CONTACTING THE COVENANT LIVING COMMUNITIES AND SERVICES FINANCE DEPARTMENT AT 773-878-2294. FORM 990, PART XI, LINE 9: TRANSFER FROM IRVINGTON SALE 7,120,695. TRANSFER TO THREE CROWNS PARK -5,500,000. CHANGE IN PRESENT VALUE OF IRREVOCABLE TRUSTS -6,760. 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