2022-10-20T09:44:36-05:00 2021-12-31 410746749 CLIFTONLARSONALLEN LLP 610 W GERMANTOWN PIKE SUITE 400 PLYMOUTH MEETING PA 19462 990 2021-01-01 232212842 WAVERLY HEIGHTS LTD WAVE 6106458600 1400 WAVERLY ROAD GLADWYNE PA 190351254 ROBERT L SUPPER SENIOR VP & CFO 6106458600 2022-10-14 1 ROBERT SUPPER 999009999 SETH BRODY P01586423 2156433900 2022-10-12 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z THOMAS P GARVIN 1400 WAVERLY ROAD GLADWYNE PA 190351254 44001944 0 X WWW.WAVERLYHEIGHTSLTD.ORG X 1982 PA TO PROVIDE SENIORS AN EXCEPTIONAL LIFESTYLE WITHIN A COMPASSIONATE & RESPECTFUL COMMUNITY 20 20 399 25 3775253 2852773 1611628 767024 29872677 30219446 4855787 6286773 945578 1060257 37285670 38333500 78103 7294 0 0 18110705 17222730 0 0 0 17829323 18533627 36018131 35763651 1267539 2569849 163972958 173204853 177581411 183061451 -13608453 -9856598 WAVERLY HEIGHTS IS A NOT FOR PROFIT CORPORATION ESTABLISHED TO PROVIDE SENIORS AN EXCEPTIONAL LIFESTYLE WITHIN A COMPASSIONATE AND RESPECTFUL COMMUNITY. 0 0 16952392 7294 30219446 A LIFE PLAN COMMUNITY PROVIDING QUALITY LIFECARE 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 220 INDEPENDENT LIVING UNITS, A 31 PRIVATE ROOMS SKILLED NURSING FACILITY AND A 49 PRIVATE ROOMS PERSONAL CARE FACILITY. OF THE 49 PRIVATE PERSONAL CARE ROOMS, 16 ARE PRIVATE MEMORY SUPPORT ROOMS. 16952392 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 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 105 0 399 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 20 20 0 0 1 0 0 0 0 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 SCOTT M JENKINS CHAIR 1.50 0.25 X X 0 0 0 ANNE N CONROY VICE CHAIR 1.50 0.25 X X 0 0 0 ANDREA GILBERT TREASURER 1.50 0.25 X X 0 0 0 AMBASSADOR KATHERINE SHIRLEY SECRETARY 1.50 0.25 X X 0 0 0 ROBERT K BARRY TRUSTEE 1.50 0.00 X 0 0 0 RICHARD E BAUER TRUSTEE 1.50 0.00 X 0 0 0 GARY L BRAGG TRUSTEE 1.50 0.00 X 0 0 0 R MICHAEL BUCKLEY TRUSTEE 1.50 0.00 X 0 0 0 LILLIAN N CASSEL TRUSTEE 1.50 0.00 X 0 0 0 ELEANOR L DAVIS TRUSTEE 1.50 0.00 X 0 0 0 DONALD R FLEISCHER TRUSTEE 1.50 0.00 X 0 0 0 STEPHEN W FUGALE TRUSTEE 1.50 0.00 X 0 0 0 WILLIAM Y GILES TRUSTEE 1.50 0.00 X 0 0 0 GERALD J HANSEN TRUSTEE 1.50 0.00 X 0 0 0 STEPHEN D KIRPATRICK TRUSTEE 1.50 0.00 X 0 0 0 EDWIN B MAHONEY TRUSTEE 1.50 0.00 X 0 0 0 KATHLEEN A MCENDY TRUSTEE 1.50 0.00 X 0 0 0 ELIZABETH P MCLEAN TRUSTEE 1.50 0.00 X 0 0 0 HOWARD L MEYERS TRUSTEE 1.50 0.00 X 0 0 0 ROBERT ROBINSON TRUSTEE 1.50 0.00 X 0 0 0 THOMAS P GARVIN PRESIDENT & CEO 45.00 0.25 X 596178 0 28956 ROBERT L SUPPER SENIOR VP & CFO 45.00 0.25 X 332639 0 23235 MEREDITH FEHER SENIOR VP OF HEALTH CARE SVCS 45.00 0.00 X 265208 0 28104 PATRICIA RODGERS VP & DIRECTOR OF WCA OPERATIONS 45.00 0.25 X 241367 0 22888 JANET THOMPSON VP OF MARKETING 45.00 0.00 X 200965 0 22621 JACQUELINE DONNELLY DIRECTOR OF NURSING 45.00 0.00 X 172221 0 10255 LAUREN KELLEY VP OF HUMAN RESOURCES 45.00 0.00 X 160116 0 27556 MARC HEIL VP OF BUILDING SERVICES 45.00 0.00 X 165245 0 25138 2133939 0 188753 17 0 1 0 UNIDINE CORPORATION PO BOX 102289 ATLANTA GA 303682289 FOOD SERVICE 2081161 C RAYMOND DAVIS & SONS INC 2124 KIMBERTON ROAD KIMBERTON PA 19442 CONSTRUCTION SERVICES 1427766 LIBERTY BUILDERS PA INC 619 ELLIS ROAD HAVERTOWN PA 19083 CONSTRUCTION SERVICES 1271080 SELECT REHABILITATION LLC PO BOX 71985 CHICAGO IL 60694 THERAPY SERVICES 769478 PARKWAY CLINICAL LABORATORIES INC 3494 PROGRESS DRIVE BENSALEM PA 19020 HEALTH SERVICES 341445 16 767024 767024 RESIDENT CARE FEES 623990 18405215 18405215 SKILLED NURSING FACILITY 623990 4010342 4010342 PERSONAL CARE 623990 3329575 3329575 AMORTIZATION OF DEFERRED REVENUE 623990 1850975 1850975 MEMORY SERVICES 623990 1604008 1604008 1019331 1019331 30219446 3638405 2791531 846874 74689 0 74689 74689 74689 8305812 11000 5668444 0 2637368 11000 2648368 2648368 MANAGEMENT FEE 561000 983722 983722 OTHER INCOME 900099 1846 1846 985568 38333500 30219446 3775253 3571777 2500 2500 4794 4794 1274320 1274320 11835050 9510496 2324554 1006787 1006787 2153014 33883 2119131 953559 731955 221604 23826 23826 89445 89445 92572 92572 1724068 1563458 160610 99312 99312 368332 106701 261631 258262 258262 2939477 1126371 1813106 49746 9126 40620 40380 12788 27592 1804076 1804076 6082824 6082824 411668 411668 DINING SERVICES 1598397 1592605 5792 SUPPLIES 1521020 1426621 94399 MAINTENANCE & REPAIRS 831094 831094 UBIT 599128 599128 35763651 16952392 18811259 0 1956772 2369340 4892006 3635833 1100156 1121901 3728765 8435587 81890 70021 879725 876036 146035570 55116895 91550861 90918675 57564679 63707650 2055877 1894000 162227 175810 163972958 173204853 4781746 5780791 124675014 130054421 47023226 46096544 1101425 1129695 177581411 183061451 X -15471982 -11913240 1863529 2056642 -13608453 -9856598 163972958 173204853 2569849 1182006 0 X 0 1 X 1 0 X 456942 494615 680812 1611628 767024 4011021 29587105 31657732 30846387 29872677 30219446 152183347 30044047 32152347 31527199 31484305 30986470 156194368 25000 288825 140500 1093923 958874 2507122 0 25000 288825 140500 1093923 958874 2507122 153687246 339002 1679615 1741359 1659906 921563 6341445 908256 1310117 1703137 1069117 2852773 7843400 1247258 2989732 3444496 2729023 3774336 14184845 4197 7380 1846 13423 31291305 35142079 34975892 34220708 34762652 170392636 0.90200 0.92300 0.08320 0.06760 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. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1863529 767024 573911 2056642 1371632 803456 311559 1863529 954669 680812 263849 1371632 677997 494615 217943 954669 457763 456942 236708 677997 0.00000 0.03409 0.96592 0 0 11505208 11505208 61151155 19966379 41184776 42778055 19815646 22962409 27016492 14905503 12110989 3584660 429367 3155293 90918675 RESIDENT DEPOSITS 1129695 1129695 X PART V, LINE 4: THE ENDOWMENT FUNDS ARE INTENDED TO BE USED FOR: RESIDENTS' ASSISTANCE, EMPLOYEES' ASSISTANCE, 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, 2021 OR 2020. 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 254862 0 0 0 0 0 0 254862 0 254862 0 0 1 0 0 0 PART III ACCOUNTING METHOD: X X 1 1 X X X X X 0 0 0 0 0 0 0 1 0 THOMAS P GARVIN PRESIDENT & CEO 391206 0 187050 0 17922 0 0 0 28956 0 625134 0 0 0 ROBERT L SUPPER SENIOR VP & CFO 235988 0 84086 0 12565 0 0 0 23235 0 355874 0 0 0 MEREDITH FEHER SENIOR VP OF HEALTH CARE SVCS 191649 0 73494 0 65 0 0 0 28104 0 293312 0 0 0 PATRICIA RODGERS VP & DIRECTOR OF WCA OPERATIONS 169649 0 71653 0 65 0 0 0 22888 0 264255 0 0 0 JANET THOMPSON VP OF MARKETING 145056 0 55844 0 65 0 0 0 22621 0 223586 0 0 0 MARC HEIL VP OF BUILDING SERVICES 139121 0 26059 0 65 0 0 0 25138 0 190383 0 0 0 LAUREN KELLEY VP OF HUMAN RESOURCES 135898 0 24153 0 65 0 0 0 27556 0 187672 0 0 0 JACQUELINE DONNELLY DIRECTOR OF NURSING 139896 0 32260 0 65 0 0 0 10255 0 182476 0 0 0 PART I, LINE 1A THOMAS P. GARVIN, PRESIDENT & CEO: TRAVEL FOR COMPANIONS TOTALED $776. HEALTH OR SOCIAL CLUB DUES OR INITIATION FEES TOTALED $4,795. 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 1979842 48860710 854155 48006555 2019 1 0 1 1 A 0 0 0 0 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, LTD. THE EXECUTIVE COMMITTEE SHALL HAVE FULL AUTHORITY TO MANAGE AND CONTROL THE BUSINESS AND AFFAIRS OF THE WAVERLY HEIGHTS, LTD. 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. 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. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION UPDATED ITS BYLAWS DURING THE TAX YEAR. SIGNIFICANT CHANGES WERE AS FOLLOWS: 1. A SECTION OF THE PURPOSE WAS UPDATED TO READ, "TO FURNISH, TO THE LIMITS OF ITS ABILITY TO DO SO, FINANCIAL SECURITY FOR PERSONS WHO HAVE BEEN ADMITTED TO SUCH FACILITIES BY MAINTAINING AT LESS THAN THE REGULAR CHARGES ANY RESIDENT WHO BECOMES UNABLE TO PAY SUCH CHARGES AND BY OPERATING SUCH FACILITIES AT REASONABLE COST." THE PREVIOUS LANGUAGE WAS, "TO FURNISH, TO THE LIMITS OF ITS ABILITY TO DO SO, FINANCIAL SECURITY FOR PERSONS WHO HAVE BEEN ADMITTED TO SUCH FACILITIES BY MAINTAINING AT LESS THAN THE REGULAR CHARGES ANY RESIDENT WHO BECOMES UNABLE TO PAY SUCH CHARGES AND BY OPERATING SUCH FACILITIES AT THE LOWEST FEASIBLE COST." 2. THE BYLAWS NOW INCLUDE A DEFINITION FOR OTHER OFFICERS: "THE BOARD MAY ELECT ADDITIONAL OFFICERS, INCLUDING AN ASSISTANT SECRETARY AND AN ASSISTANT TREASURER, TO PERFORM SUCH DUTIES AND RESPONSIBILITIES AND TO SERVE FOR SUCH PERIOD AS THE BOARD OR THE PRESIDENT MAY FROM TIME TO TIME DETERMINE." 3. THE UPDATED BYLAWS NOW INCLUDE COMMITTEE MEETING GUIDANCE, "UNLESS OTHERWISE PROVIDED IN THIS ARTICLE V, ANY COMMITTEE SHALL CONDUCT ITS BUSINESS AND AFFAIRS IN ACCORDANCE WITH THE SAME PROCEDURES AS ARE GENERALLY APPLICABLE TO THE BOARD, INCLUDING NOTICE OF MEETINGS, QUORUM REQUIREMENTS, CONFERENCE TELEPHONE OR BY OTHER ELECTRONIC TECHNOLOGY MEETINGS, NO PROXY OR ABSENTEE VOTING AND THE LIKE, UNLESS THE BOARD OTHERWISE APPROVES ANY CHANGE IN PROCEDURES IN ADVANCE." 4. THE BYLAWS NOW INCLUDE THAT COMMITTEES DO NOT HAVE THE AUTHORITY TO APPROVE "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. 311 ET. SEQ.)." 5. THE CONSIDERATION AND PRIOR YEAR APPROVAL OF CONTRACTS AND OTHER TRANSACTIONS INVOLVING AN INTERESTED PARTY WAS UPDATED TO "NO CONTRACT OR TRANSACTION BETWEEN THE CORPORATION AND ONE OR MORE OF ITS TRUSTEES, OFFICERS OR A MEMBER OF ANY COMMITTEE, OR BETWEEN THE CORPORATION AND ANY OTHER CORPORATION, PARTNERSHIP, ASSOCIATION, OR OTHER ORGANIZATION IN WHICH ONE OR MORE OF ITS TRUSTEES, OFFICERS OR A NON-TRUSTEE MEMBER OF ANY COMMITTEE ARE DIRECTORS OR OFFICERS, OR HAVE A FINANCIAL INTEREST, SHALL BE VOID OR VOIDABLE SOLELY FOR SUCH REASON, OR SOLELY BECAUSE THE TRUSTEE OR OFFICER IS PRESENT AT OR PARTICIPATES IN THE MEETING OF THE BOARD WHICH AUTHORIZES THE CONTRACT OR TRANSACTION, OR SOLELY BECAUSE HIS, HER OR THEIR VOTES ARE COUNTED FOR THAT PURPOSE, IF: (A) THE MATERIAL FACTS AS TO THE RELATIONSHIP OR INTEREST AND AS TO THE CONTRACT OR TRANSACTION ARE DISCLOSED OR ARE KNOWN TO THE BOARD AND THE BOARD IN GOOD FAITH AUTHORIZES THE CONTRACT OR TRANSACTION BY THE AFFIRMATIVE VOTES OF A MAJORITY OF THE DISINTERESTED TRUSTEES PRESENT AT ANY LEGALLY CONSTITUTED MEETING, EVEN THOUGH THE DISINTERESTED TRUSTEES ARE LESS THAN A QUORUM; OR (B) THE CONTRACT OR TRANSACTION IS FAIR AS TO THE CORPORATION AS OF THE TIME IT IS AUTHORIZED, APPROVED, OR RATIFIED BY THE BOARD. INTERESTED TRUSTEES MAY BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE BOARD WHICH AUTHORIZES THE CONTRACT OR TRANSACTION, BUT SUCH INTERESTED TRUSTEE SHALL ABSTAIN FROM VOTING THEREON. THE BOARD MAY BY RESOLUTION ADOPT ADDITIONAL POLICIES RELATING TO CONFLICTS OF INTEREST. " PREVIOUSLY, THE BYLAWS READ, "(A) THE BOARD SHALL REVIEW AND PRE-APPROVE (IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS ARTICLE VI, SECTION 2) ANY CONTRACT WITH OR OTHER TRANSACTION INVOLVING ANY PERSON WHO IS OR WAS AN INTERESTED PARTY (AS DEFINED IN (F) BELOW) AND THE CORPORATION WHICH IS NOT OTHERWISE SUBJECT TO REVIEW AND PRIOR APPROVAL BY THE BOARD PRIOR TO THE EXECUTION OF SUCH CONTRACT OR CONSUMMATION OF SUCH TRANSACTION, AS THE CASE MAY BE. (B) A PROPOSED CONTRACT OR OTHER TRANSACTION WITH AN INTERESTED PARTY SHALL BE DISCLOSED AND REFERRED TO THE BOARD NOT LESS THAN TEN (10) BUSINESS DAYS PRIOR TO THE CONSIDERATION OF SUCH CONTRACT OR OTHER TRANSACTION BY THE BOARD. (C) THE BOARD SHALL BE PROVIDED WITH AND CONSIDER, AND MAY GATHER SUCH ADDITIONAL, FINANCIAL OR OTHER DATA ("COMPARABILITY DATA" AS USED IN SECTION 4958 OF THE INTERNAL REVENUE CODE) AS IT DEEMS APPROPRIATE UNDER THE CIRCUMSTANCES, INCLUDING SALARY STUDIES IN THE CASE OF COMPENSATION TO BE PAID TO AN INTERESTED PARTY, AND THE TERMS AND CONDITIONS OF OTHER CONTRACT OFFERS IF A CONTRACT UNDER CONSIDERATION WAS PROCURED THROUGH AN OPEN AND COMPETITIVE BIDDING PROCESS. (D) AN INTERESTED PARTY SHALL NOT PARTICIPATE IN ANY PROCEEDING BEFORE THE BOARD IN WHICH A CONTRACT OR OTHER TRANSACTION IN WHICH THE INTERESTED PARTY HAS AN INTEREST IS BEING CONSIDERED BY THE BOARD; PROVIDED, THE INTERESTED PARTY, AT THE REQUEST OF THE BOARD, MAY PARTICIPATE IN SUCH PROCEEDING FOR THE LIMITED PURPOSE OF RESPONDING TO ANY QUESTIONS OR PROVIDING SUCH OTHER INFORMATION AS THE BOARD MAY REQUEST REGARDING THE CONTRACT OR TRANSACTION. THE INTERESTED PARTY SHALL OTHERWISE RECUSE HIMSELF OR HERSELF FROM ANY MEETING DURING CONSIDERATION OF AND VOTING ON SUCH CONTRACT OR OTHER TRANSACTION BY THE BOARD. (E) THE BOARD SHALL CONCURRENTLY AND ADEQUATELY DOCUMENT EACH DECISION REGARDING AN INTERESTED PARTY CONTRACT OR OTHER TRANSACTION. THE DOCUMENTATION OF SUCH DECISION SHALL INCLUDE, WITHOUT LIMITATION: (A) THE TERMS OF THE CONTRACT (WHICH MAY BE INCORPORATED BY REFERENCE BY ATTACHING A COPY OF SUCH CONTRACT TO THE MINUTES OF THE MEETING) OR OTHER TRANSACTION THAT WAS APPROVED AND THE DATE IT WAS APPROVED; (B) THE MEMBERS OF THE BOARD WHO WERE PRESENT DURING DEBATE ON THE CONTRACT OR OTHER TRANSACTION THAT WAS APPROVED AND THOSE WHO VOTED ON IT; (C) THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE BOARD AND HOW THE DATA WAS OBTAINED; AND (D) ANY ACTIONS TAKEN WITH RESPECT TO CONSIDERATION OF THE CONTRACT OR OTHER TRANSACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE BOARD BUT WHO IS AN INTERESTED PARTY WITH RESPECT TO THE CONTRACT OR OTHER TRANSACTION. IF THE BOARD DETERMINES THAT REASONABLE COMPENSATION FOR A SPECIFIC ARRANGEMENT, OR THE CONSIDERATION TO BE PAID BY THE CORPORATION IN A SPECIFIC CONTRACT OR OTHER TRANSACTION, IS HIGHER OR LOWER THAN THE RANGE OF COMPARABILITY DATA OBTAINED, THE BOARD MUST RECORD THE BASIS FOR ITS DETERMINATION. FOR A DECISION TO BE DOCUMENTED CONCURRENTLY, MINUTES OF THE MEETING IN WHICH THE CONTRACT OR OTHER TRANSACTION IS REVIEWED MUST BE PREPARED BEFORE THE LATER OF THE NEXT MEETING OF THE BOARD OR 60 DAYS AFTER THE FINAL ACTION OR ACTIONS OF THE BOARD REGARDING SUCH CONTRACT OR OTHER TRANSACTION ARE TAKEN. SUCH MINUTES MUST BE REVIEWED AND APPROVED BY THE BOARD AS REASONABLE, ACCURATE AND COMPLETE WITHIN A REASONABLE TIME PERIOD THEREAFTER. (F) FOR THESE PURPOSES, AN "INTERESTED PARTY" SHALL MEAN ANY PERSON WHO IS A "DISQUALIFIED PERSON" WITHIN THE MEANING OF SECTION 4958 OF THE INTERNAL REVENUE CODE, AS WELL AS ANY OTHER PERSON WHO HAS A POTENTIAL CONFLICT OF INTEREST IN ANY TRANSACTION, INCLUDING ANY CONTRACT ENTERED INTO, WITH THE CORPORATION AS DETERMINED BY THE BOARD, IN ITS SOLE DISCRETION. ACCORDINGLY, A DISQUALIFIED PERSON WILL INCLUDE ANY PERSON WHO WITHIN THE FIVE-YEAR PERIOD ENDING ON THE PROPOSED DATE OF SUCH CONTRACT OR OTHER TRANSACTION IS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE CORPORATION, A MEMBER OF SUCH PERSON'S FAMILY (INCLUDING HIS OR HER SPOUSE, ANCESTORS, DESCENDANTS AND THEIR SPOUSES, AND SIBLINGS AND THEIR SPOUSES) OR ANY ENTITY IN WHICH SUCH PERSON OWNS OR CONTROLS THIRTY FIVE PERCENT (35%) OR MORE OF THE INTERESTS IN SUCH ENTITY. EXAMPLES OF PERSONS CONSIDERED TO BE IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE EXEMPT ORGANIZATION INCLUDE BOARD MEMBERS, OFFICERS, HIGHLY PAID EMPLOYEES AND SUBSTANTIAL DONORS TO THE CORPORATION." FORM 990, PART VI, SECTION A, LINE 4 6. THE BYLAWS NOW INCLUDE AN ARBITRATION PROVISION: GENERAL RULE. ANY DISPUTE RELATED TO THE RIGHT TO INDEMNIFICATION, CONTRIBUTION OR ADVANCEMENT OF EXPENSES AS PROVIDED UNDER THIS ARTICLE, EXCEPT WITH RESPECT TO INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 THAT THE CORPORATION HAS UNDERTAKEN TO SUBMIT TO A COURT FOR ADJUDICATION, SHALL BE DECIDED ONLY BY ARBITRATION IN THE METROPOLITAN AREA IN WHICH THE REGISTERED OFFICE OF THE CORPORATION IS LOCATED AT THE TIME, IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION, BEFORE A PANEL OF THREE ARBITRATORS, ONE OF WHOM SHALL BE SELECTED BY THE CORPORATION, THE SECOND OF WHOM SHALL BE SELECTED BY THE REPRESENTATIVE AND THE THIRD OF WHOM SHALL BE SELECTED BY THE OTHER TWO ARBITRATORS WHO SHALL SERVE AS CHAIR OF THE TRIBUNAL. IN THE ABSENCE OF THE AMERICAN ARBITRATION ASSOCIATION, OR IF FOR ANY REASON ARBITRATION UNDER THE ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION CANNOT BE INITIATED, OR IF ONE OF THE PARTIES FAILS OR REFUSES TO SELECT AN ARBITRATOR OR IF THE ARBITRATORS SELECTED BY THE CORPORATION AND THE REPRESENTATIVE CANNOT AGREE ON THE SELECTION OF THE THIRD ARBITRATOR WITHIN 30 DAYS AFTER SUCH TIME AS THE CORPORATION AND THE REPRESENTATIVE HAVE EACH BEEN NOTIFIED OF THE SELECTION OF THE OTHER'S ARBITRATOR, THE NECESSARY ARBITRATOR OR ARBITRATORS HAVE EACH BEEN NOTIFIED OF THE SELECTION OF THE OTHER'S ARBITRATOR, THE NECESSARY ARBITRATOR OR ARBITRATORS SHALL BE SELECTED BY THE PRESIDING JUDGE OF THE COURT OF COMMON PLEAS OF THE COUNTY WHERE THE CORPORATION'S REGISTERED OFFICE IS LOCATED. (B) BURDEN OF PROOF. THE PARTY OR PARTIES CHALLENGING THE RIGHT OF REPRESENTATIVE TO THE BENEFITS OF THIS ARTICLE SHALL HAVE THE BURDEN OF PROOF. (C) EXPENSES. THE CORPORATION SHALL REIMBURSE THE REPRESENTATIVE FOR THE EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS) INCURRED IN SUCCESSFULLY PROSECUTING OR DEFENDING SUCH ARBITRATION. (D) EFFECT. ANY AWARD ENTERED BY THE ARBITRATORS SHALL BE FINAL, BINDING AND NONAPPEALABLE AND JUDGMENT MAY BE ENTERED THEREON BY ANY PARTY IN ACCORDANCE WITH APPLICABLE LAW IN ANY COURT OF COMPETENT JURISDICTION, EXCEPT THAT THE CORPORATION SHALL BE ENTITLED TO INTERPOSE AS A DEFENSE IN ANY SUCH JUDICIAL ENFORCEMENT PROCEEDING ANY PRIOR FINAL JUDICIAL DETERMINATION ADVERSE TO THE REPRESENTATIVE UNDER SECTION 1 IN A PROCEEDING NOT DIRECTLY INVOLVING INDEMNIFICATION UNDER THIS ARTICLE. THIS ARBITRATION PROVISION SHALL BE SPECIFICALLY ENFORCEABLE. 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 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, LTD.'S 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, LTD. IS DETERMINED BY THE BOARD HUMAN RESOURCES 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 BOARD HUMAN RESOURCES COMMITTEE TO THE BOARD OF TRUSTEES. THIS PROCESS WAS REVIEWED AND APPROVED IN 2021. 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 ALL MADE AVAILABLE TO THE PUBLIC UPON REQUEST. WAVERLY CARE 1400 WAVERLY ROAD GLADWYNE PA 190351254 232655145 COMPANION SERVICES PA 501(C)(3) LINE 10 WAVERLY HEIGHTS LTD 1 WAVERLY CARE ASSOCIATES 1400 WAVERLY ROAD GLADWYNE PA 190351254 232655145 COMPANION SERVICES PA WAVERLY HEIGHTS LTD S 2791531 1.00000 1 0 0 0 0 0 0 0 0 0 1 0 1 0 1 1 0 1 0 1 WAVERLY CARE ASSOCIATES L 983722 FAIR MARKET VALUE WAVERLY CARE ASSOCIATES O 1027634 FAIR MARKET VALUE WAVERLY CARE ASSOCIATES Q 249575 FAIR MARKET VALUE WAVERLY CARE ASSOCIATES S 1475000 FAIR MARKET VALUE