2019-11-12T08:56:39-06:00 2018-12-31 271728945 PKF O'CONNOR DAVIES LLP 500 MAMARONECK AVENUE HARRISON NY 105281633 990 2018-01-01 131740107 FIELD HOME HOLY COMFORTER FIEL 9147392244 2302 CATHERINE STREET CORTLANDT MANOR NY 10567 JOHN R AHEARN CEO/TRUSTEE 9147392244 2019-11-12 1 GARRETT M HIGGINS P00543209 9143818900 2019-11-11 65.51.112.58 2019-11-12 08:56:36 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 9616F4B14A694591D1E716C270910E6FA5556DA3 2018 2020-01-14 16:20:31Z JOHN R AHEARN 2302 CATHERINE STREET CORTLANDT MANOR NY 10567 41239000 0 X WWW.FIELDHOME.COM X 1985 NY TO PROVIDE A BROAD RANGE OF HIGH QUALITY CARE SERVICES TO THE ELDERLY AND MEDICALLY COMPROMISED IN A COMFORTABLE AND SAFE ENVIRONMENT.THE BOARD OF DIRECTORS AND STAFF ARE COMMITTED TO PERPETUATING, IMPROVING, AND ADAPTING OUR SERVICES IN RESPONSE TO THE CHANGING NEEDS OF OUR COMMUNITY IN A COMPASSIONATE AND FINANCIALLY RESPONSIBLE MANNER.ALL STAFF ARE ENCOURAGED TO PURSUE EXCELLENCE IN THE DELIVERY OF CARE TO THOSE WE SERVE. X 4 3 228 12 0 0 188857 0 19305045 5712462 268760 11775274 566515 410716 20329177 17898452 0 0 0 0 14477176 4450094 0 0 0 7951632 3582198 22428808 8032292 -2099631 9866160 19874640 6280047 13091695 2241619 6782945 4038428 X FIELD HOME PROVIDED STATE OF THE ART REHABILITATIVE AND NURSING CARE TO THE COMMUNITY. IN ADDITION TO OUR SKILLED HEALTH CARE PRACTITIONERS, DEDICATED PROFESSIONALS IN THE AREAS OF SOCIAL SERVICES AND REHABILITATIVE RECREATION SAW TO THE BROADER EMOTIONAL AND SOCIAL NEEDS OF OUR PATIENTS. FIELD HOME WELCOMED A DIVERSE CROSS SECTION OF OUR COMMUNITY AS BOTH PATIENTS AND STAFF. WE ARE PROUD OF OUR RECORD OF MEETING THE NEEDS OF THE COMMUNITY WITHOUT REGARD TO ETHNICITY, RELIGION, SOCIAL OR FINANCIAL STATUS. FIELD HOME ENCOURAGED EACH STAFF MEMBER TO REACH FOR THE HIGHEST LEVEL OF PROFESSIONAL AND PERSONAL SATISFACTION AND PROVIDES MANY OPPORTUNITIES TO ENABLE THAT PURSUIT. A 130 YEAR TRADITION OF COMPASSIONATE CARE AND SERVICE TO OUR CLIENTS AND STAFF GUIDE US FORWARD. OUR VOLUNTARY BOARD OF DIRECTORS IS COMPRISED OF LOCAL PROFESSIONAL AND CIVIC MINDED INDIVIDUALS, WHO, WITHOUT COMPENSATION, DONATE THEIR TIME TO FULFILLING THE HOME'S MISSION. 0 1 5876544 5712462 THE ORGANIZATION RENDERED 12,028 PATIENT DAYS OF SKILLED MEDICAL & NURSING AND REHABILITATIVE CARE TO AGED MEN & WOMEN BEFORE CLOSING IN APRIL 2018. FIELDHOME-HOLY COMFORTER WAS A HEALTH CARE AND COMMUNITY SERVICES ORGANIZATION, ESTABLISHED IN 1879. OUR BEAUTIFUL 100+ ACRE CAMPUS WAS LOCATED ON THE BORDER OF CORTLANDT MANOR AND YORKTOWN, IN UPPER-WESTCHESTER COUNTY, NY. WE SERVED PATIENTS PRIMARILY FROM WESTCHESTER, PUTNAM, DUTCHESS AND ROCKLAND COUNTIES. WE WORKED WITH OUR LOCAL HOSPITALS AS WELL AS MANY HOSPITALS IN NEW YORK CITY. WE WERE AN EQUAL OPPORTUNITY EMPLOYER WITH OVER 139 RNS, LPNS, CNAS, DIETARY AIDES, HOUSEKEEPERS, MAINTENANCE ENGINEERS AND CLERICAL WORKERS. FIELD HOME HOLY COMFORTER PROVIDED THE MOST COMPREHENSIVE POST-SURGICAL REHABILITATION PROGRAM OUTSIDE THE SUB-ACUTE HOSPITAL SETTING. OUR 1,500 SQ FT REHABILITATION TREATMENT CENTER, SPECIALIZED IN FOUR AREAS: POST-SURGICAL, ORTHOPEDIC, NEUROLOGICAL AND CARDIO-PULMONARY REHABILITATION. WE OFFERED A 7 DAY A WEEK REHABILITATION PROGRAM WITH OUR A+ RATED AND CREDENTIALED THERAPY STAFF. THE REHABILITATION TREATMENT CENTER OFFERED A WIDE RANGE OF TREATMENT MODALITIES, INCLUDING ULTRASOUND, ELECTRIC STIMULATION, PAIN MANAGEMENT THERAPY AND HEAT & ICE THERAPY, WITH A HIGH TECH THERAPEUTIC COOLING SYSTEM ORIGINALLY DESIGNED FOR USE BY PROFESSIONAL AND COLLEGE ATHLETES. PATIENTS RECEIVED A FULL COMPLEMENT OF COMPREHENSIVE SERVICES, INCLUDING PHYSICAL AND SPEECH THERAPIES AS WELL AS OCCUPATIONAL THERAPY IN A SEPARATE OCCUPATIONAL THERAPY SUITE. ADMISSIONS WERE ACCEPTED 7 DAYS A WEEK AND MOST INSURANCES WERE ACCEPTED. OUR TRADITIONAL LONG-TERM SKILLED NURSING UNIT, WAS MISSION DRIVEN AND COMMITTED TO THE IDEALS OF PERSON CENTERED CARE AND TO THE VALUE OF INDIVIDUALIZED ATTENTION AND CONSISTENT STAFF ASSIGNMENTS. OUR LONG ESTABLISHED REPUTATION OF NURSING EXCELLENCE WAS ONE THAT IS BUILT ON OUR 130 YEARS OF EXPERIENCE. OUR RESIDENTS ALSO BENEFITED FROM INTER-GENERATIONAL PROGRAMS WITH THE CHILDREN OF THE EARLY LEARNING CENTER AT FIELDHOME.WE HAD A HIGH NURSE TO RESIDENT RATIO AND TAKE GREAT PRIDE IN OUR STAFF, WHO WERE PROFESSIONALLY TRAINED TO MANAGE SPECIAL NEEDS SUCH AS WOUND CARE, INFUSION THERAPY, PAIN MANAGEMENT AND PALLIATIVE/COMFORT CARE. OUR SKILLED NURSING PROGRAM PROVIDED A COMPREHENSIVE LIST OF SUPPORT SERVICES, INCLUDING: FULL REHABILITATIVE THERAPY, NUTRITIONAL ASSESSMENT AND SUPPORT, LABORATORY AND DIAGNOSTIC SERVICES, DENTAL CARE, THERAPEUTIC CARE, SOCIAL WORK SERVICES, PSYCHOLOGICAL SERVICES, VISION CARE AND RELIGIOUS SERVICES. RESPITE AND HOSPICE/COMFORT CARE ARE ALSO AVAILABLE. 5876544 1 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 1 1 1 0 0 1 30 0 228 1 0 0 0 0 0 0 0 0 0 0 0 0 X 4 3 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X X ROSANNA NARDONE 9148139104 2302 CATHERINE STREET CORTLANDT MANOR NY 10567 FREDERICK N ROSSETTER PRESIDENT (THRU 04/2018) 3.00 3.00 X X 0 0 0 JEFFREY SWEET PRESIDENT 3.00 3.00 X X 0 0 0 IAN D SMITH TREASURER 3.00 3.00 X X 0 0 0 MARSHA HENDERSON SECRETARY (THRU 04/2018) 3.00 X X 0 0 0 FIELD HORNE SECRETARY 3.00 3.00 X X 0 0 0 JOHN R AHEARN TRUSTEE/CEO 35.00 9.00 X X 615541 0 57176 REV ROBERT HAMLYN TRUSTEE (THRU 04/2018) 3.00 X 0 0 0 FREDERICK B MILLER TRUSTEE (THRU 04/2018) 3.00 X 0 0 0 CAROLYN R GEISEL TRUSTEE (THRU 04/2018) 3.00 X 0 0 0 KEVIN C SUNKEL TRUSTEE (THRU 04/2018) 3.00 3.00 X 0 0 0 GLORIA MONTENERO TRUSTEE (THRU 04/2018) 3.00 6.00 X 0 0 0 JUDITH MADDEN ADMINISTRATOR THRU APRIL 2018 35.00 X 280878 0 11136 ROSANNA NARDONE DIRECTOR OF FINANCE 26.00 11.00 X 157296 0 45850 DONNA HASKEL EXECUTIVE ASSISTANT 35.00 X 116422 0 10106 ANTHONY DEMAN FORMER DIRECTOR OF POM/IT 0.00 X 168000 0 0 1338137 0 124268 5 1 1 0 SODEXO INC & AFFILIATES PO BOX 360170 PITTSBURGH PA 152516170 FOOD SERVICES 391565 CADWALADER WICKERSHAM & TAFT ONE WORLD FINANCIAL CENTER NEW YORK NY 10281 LEGAL SERVICES 310763 BOTTOM LINE COLLECTIONS 64 SECOR LANE HOPEWELL FUNCTION NY 12533 MEDICAL BILLING SERVICES 114242 3 MEDICARE 623000 2912939 2912939 MEDICAID 623000 1603304 1603304 PRIVATE PAY 623000 805179 805179 UNIVERSAL SETTLEMENT REVENUE 623000 371731 371731 RENTAL INCOME FROM RELATED 900099 17400 17400 1909 1909 5712462 261884 261884 15803938 19050000 15664433 7676115 139505 11373885 11513390 11513390 AFFILIATE SERVICES 900099 372949 372949 INSURANCE SETTLEMENTS 900099 32748 32748 CREDIT CARD REIMBURSEMENT 900099 2407 2407 2612 2612 410716 17898452 5712462 0 12185990 964732 684077 280655 16214 11497 4717 2284883 1607461 677422 245418 174022 71396 601936 426824 175112 336911 238899 98012 21662 21662 90500 90500 78589 78589 684104 641594 42510 5732 5732 250640 216738 33902 119628 106798 12830 313044 219447 93597 9674 1040 8634 286 286 78933 78933 396198 396198 2227 2227 BAD DEBT 542004 542004 OTHER DIRECT EXPENSE 285123 24685 260438 NYS CASH ASSESSMENTS 264944 264944 MEDICATIONS 129748 129748 309162 188055 121107 8032292 5876544 2155748 0 342748 566257 71671 1000014 3207090 152004 2790642 50812 0 25148 453283 0 6633457 453283 8645983 0 922879 1292699 19874640 6280047 4610001 1244215 26485 0 21045 0 7611833 0 822331 997404 13091695 2241619 X 5043017 4038428 1739928 0 6782945 4038428 19874640 6280047 X 9866160 1091862 -13702539 X X 0 1 X 1 0 X 77182 25000 102806 188857 0 393845 16027281 18938897 18835340 19305045 5712462 78819025 16104463 18963897 18938146 19493902 5712462 79212870 0 0 0 79212870 433736 456338 217688 235419 261884 1605065 433736 456338 217688 235419 261884 1605065 458197 579539 567279 566515 410716 2582246 16996396 19999774 19723113 20295836 6385062 83400181 0.94980 0.95580 0.01920 0.01730 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: PURCHASES DISCOUNTS - 2015 AMOUNT: $ 6,407. 2016 AMOUNT: $ 11,254. VENDING MACHINE - 2014 AMOUNT: $ 932. 2015 AMOUNT: $ 853. 2016 AMOUNT: $ 328. MISCELLANEOUS INCOME - 2014 AMOUNT: $ 4,812. AFFILIATE SERVICES - 2014 AMOUNT: $ 450,000. 2015 AMOUNT: $ 549,996. 2016 AMOUNT: $ 549,996. 2017 AMOUNT: $ 549,996. 2018 AMOUNT: $ 372,949. MEDICAL RECORD - 2014 AMOUNT: $ 2,453. 2015 AMOUNT: $ 3,715. 2016 AMOUNT: $ 3,241. 2017 AMOUNT: $ 3,127. 2018 AMOUNT: $ 1,680. INTERCOMPANY REIMBURSEMENT - 2015 AMOUNT: $ 15,123. MEALS - 2015 AMOUNT: $ 3,445. 2016 AMOUNT: $ 2,460. 2017 AMOUNT: $ 2,203. 2018 AMOUNT: $ 932. CREDIT CARD REIMBURSEMENT - 2017 AMOUNT: $ 11,189. 2018 AMOUNT: $ 2,407. INSURANCE SETTLEMENTS - 2018 AMOUNT: $ 32,748. 1586157 338860 1925017 1559965 26192 1586157 1731724 -171759 1559965 1682682 49042 1731724 1630274 52408 1682682 0.00000 0 0 453283 453283 453283 DUE FROM AFFILIATES 200794 INSURANCE CLAIMS 719804 DUE FROM THIRD PARTY PAYORS 372101 1292699 INSURANCE CLAIMS 720000 DUE TO THIRD PARTY PAYORS 277404 997404 X 18911725 1091862 1091862 17819863 78589 78589 17898452 7953703 0 7953703 78589 78589 8032292 PART V, LINE 4: THE ENDOWMENT CORPUS IS TO BE HELD IN PERPETUITY. THE EARNINGS ARE TO BE USED FOR THE GENERAL OPERATING PURPOSES OF THE ORGANIZATION. IN 2018, THE ORGANIZATION TRANSFERRED THE ENDOWMENT TO A RELATED ENTITY, FIELD HALL FOUNDATION. PART X, LINE 2: THE HOME RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT THE HOME HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION OR DISCLOSURE. THE HOME IS NO LONGER SUBJECT TO EXAMINATIONS BY THE APPLICABLE TAXING JURISDICTIONS FOR PERIODS PRIOR TO DECEMBER 31, 2015. X X X 1 0 0 0 0 0 0 0 0 JOHN R AHEARN TRUSTEE/CEO 304381 0 0 0 311160 0 39826 0 17350 0 672717 0 154000 0 JUDITH MADDEN ADMINISTRATOR THRU APRIL 2018 105647 0 0 0 175231 0 7450 0 3686 0 292014 0 133074 0 ROSANNA NARDONE DIRECTOR OF FINANCE 112163 0 0 0 45133 0 10388 0 35462 0 203146 0 0 0 ANTHONY DEMAN FORMER DIRECTOR OF POM/IT 0 0 0 0 168000 0 0 0 0 0 168000 0 168000 0 PART I, LINE 4A THE FOLLOWING EMPLOYEES RECEIVED SEVERANCE PAYMENTS AND RETENTION BONUSES THAT WERE PAID OUT IN 2018: JOHN R. AHEARN $308,000 JANTHONY DEMAN $168,000 JUDITH MADDEN $133,074 ROSANNA NARDONE $45,000 JOHN G AHEARN SON OF THE ORGANIZATIONS TRUSTEE/CEO JOHN R. AHEARN 16214 EMPLOYMENT - JOHN G. AHEARN WAS A PER DIEM EMPLOYEE OF FIELD HOME HOLY COMFORTER AND BECAME AN EMPLOYEE OF YRNC AFTER THE SALE OF THE ADULT NURSING HOME. 0 SALE OF ADULT NURSING HOME AND OPERATIONS 2018-04-12 19050000 APPRAISAL 475414379 YRNC OPERATING LLC 2300 CATHERINE STREET CORTLANDT MANOR NY 10567 LLC EQUITY TRANSFER 2018-12-31 1260183 COST 133937652 CATHARINE FIELD HOME 2302 CATHERINE STREET CORTLANDT MANOR NY 10567 501(C)(3) EQUITY TRANSFER 2018-12-31 12470956 COST 133410437 FIELD HALL FOUNDATION 2302 CATHERINE STREET CORTLANDT MANOR NY 10567 501(C)(3) 1 0 0 1 PART II, LINE 2E: PERSON(S) INVOLVED: (1) JEFFREY SWEET, IAN D. SMITH, FIELD HORNE, JOHN R. AHEARN(2) IAN D. SMITH AND JOHN R. AHEARN(3) JOHN R. AHEARN AND JUDITH MADDEN PART II, LINE 2E: EXPLANATION OF INVOLVEMENT: (1) THE ABOVE BOARD MEMBERS ARE BOARD MEMBERS OF THE TRANSFEREE ORGANIZATION, CATHARINE FIELD HOME(2) THE ABOVE BOARD MEMBERS ARE BOARD MEMBERS OF THE TRANSFEREE ORGANIZATION, FIELD HALL FOUNDATION(3) THE ABOVE EMPLOYEES RECEIVED SEVERANCE AND RETENTION BONUSES AS A RESULT OF THE SALE OF THE NURSING HOME FORM 990, PART III, LINE 3 THE SALE OF THE ADULT HOME AND ITS OPERATIONS WAS CLOSED ON APRIL 12, 2018. THE ORGANIZATION CEASED PROVIDING SERVICES AT THAT TIME. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD OF DIRECTORS HAS DESIGNATED THE FINANCE COMMITTEE TO REVIEW THE INTERNAL REVENUE SERVICE FORM 990. THE COMMITTEE WILL MEET WITH THE CEO, AND DIRECTOR OF FINANCE TO REVIEW THE RETURN IN DETAIL BEFORE IT IS APPROVED. AFTER IT IS APPROVED, THE FINAL VERSION IS EMAILED TO THE FULL BOARD AND THEN FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION'S CONFLICT OF INTEREST POLICY REQUIRES AN ANNUAL STATEMENT TO BE EXECUTED BY BOARD MEMBERS AND EMPLOYEES. THE STATEMENTS ARE REVIEWED BY THE CORPORATE COMPLIANCE OFFICER, WHO HAS THE AUTHORITY TO CONSULT WITH INDEPENDENT COUNSEL CONCERNING ANY POTENTIAL CONFLICT. CONFLICTS ARE RESOLVED BY MAKING A REQUIRED DISCLOSURE, AND MAY RESULT IN RESTRICTING THE BOARD MEMBER OR EMPLOYEE IN ANY RELATED ACTIVITY OR PROCESS AS DETERMINED APPROPRIATE TO THE CIRCUMSTANCES OF THE CONFLICT. FAILURE TO DISCLOSE A CONFLICT OF INTEREST IS IN VIOLATION OF THE ADOPTED POLICY AND CAN RESULT IN DISCIPLINARY ACTION OR REMOVAL. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION COMMITTEE MEETS PERIODICALLY TO CONSIDER OFFICERS AND KEY EMPLOYEE COMPENSATION ARRANGEMENTS. THE COMMITTEE SOLICITS INDUSTRY RELEVANT COMPARISONS FROM PUBLISHED SOURCES AND CONSULTS WITH CORPORATE COUNSEL FOR INSIGHT INTO NUANCED LOCAL DATA FOR COMPARISONS. CURRENT ECONOMIC AND BUSINESS PERFORMANCE FACTORS ARE CONSIDERED ALONG WITH ANY FUTURE GOALS AND OBJECTIVES OF THE ORGANIZATION. ANALYSIS OF PERFORMANCE IN ACHIEVING STATED BUDGETARY, OPERATIONAL AND STATISTICAL GOALS IS REVIEWED, AS WELL AS SUCCESS IN COMPLIANCE WITH EXTERNAL REQUIREMENTS AND/OR MANAGEMENT OF FINDINGS OR OCCURRENCES OF NON-COMPLIANCE. THE COMMITTEE PRESENTS ITS RECOMMENDATION TO THE BOARD OF DIRECTORS FOR ACTION, AND APPROVAL. ANY CHANGES IN COMPENSATION ARE APPROVED BY THE BOARD AND DOCUMENTED IN THE MINUTES. FORM 990, PART VI, SECTION C, LINE 18 THE ORGANIZATION MAKES ITS FORM 1023 AND FORM 990 AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. THE ORGANIZATION'S FORM 990 IS ALSO AVAILABLE ON NEW YORK STATE ATTORNEY GENERAL WEBSITE, GUIDESTAR'S WEBSITE AND OTHER SIMILAR WEBSITES. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION ALSO FILES AN ANNUAL COST REPORT WITH THE NEW YORK STATE DEPARTMENT OF HEALTH WHICH CONTAINS FINANCIAL STATEMENTS AND RELATED NOTE DISCLOSURES, WHICH IS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: EQUITY TRANSFER TO CATHERINE FIELD HOME -1,260,183. EQUITY TRANSFER TO FIELD HALL FOUNDATION -12,470,956. EQUITY TRANSFER FROM FIELD CHILD CARE CENTER 28,600. FORM 990, PART XII, LINE 2C: THE BOARD OF DIRECTORS HAS DESIGNATED THE FINANCE COMMITTEE TO OVERSEE THE SELECTION OF THE INDEPENDENT AUDITORS AND FOR OVERSIGHT OF THE AUDIT. THE COMMITTEE MEETS WITH MANAGEMENT AND THE INDEPENDENT AUDITORS TO REVIEW THE RESULTS OF THE AUDIT, DRAFT AUDIT REPORT, AND REQUIRED COMMUNICATIONS. THE COMMITTEE MEETS IN EXECUTIVE SESSION WITH THE INDEPENDENT AUDITOR BEFORE CONCLUDING ITS REVIEW AND ACCEPTANCE OF THE ANNUAL AUDIT REPORT. THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. FIELD HALL FOUNDATION 2302 CATHERINE STREET CORTLANDT MANOR NY 10567 133410437 TO SUPPORT FIELD HOME HOLY COMFORTER AND ITS AFFILIATES NY 501(C)(3) PF FIELD HOME HOLY COMFORTER 1 CATHERINE FIELD HOME 2302 CATHERINE STREET CORTLANDT MANOR NY 10567 133937652 ASSISTED LIVING AND ALZHEIMER'S CARE CENTER NY 501(C)(3) LINE 10 FIELD HOME HOLY COMFORTER 1 1 0 0 0 0 0 0 0 0 1 0 1 0 1 1 1 1 1 0 CATHERINE FIELD HOME Q 282217 BOOK VALUE CATHERINE FIELD HOME L 292998 BOOK VALUE CATHERINE FIELD HOME R 1260183 BOOK VALUE FIELD HALL FOUNDATION P 128718 BOOK VALUE FIELD HALL FOUNDATION R 12470956 BOOK VALUE FIELD HALL FOUNDATION A 17400 BOOK VALUE FIELD HALL FOUNDATION L 79951 BOOK VALUE FORM 990, PART V, LINE 1A: FIELD HOME HOLY COMFORTER RECEIVED RENTAL INCOME, WHICH IS A SPECIFIED PAYMENT, FROM ONE OF ITS CONTROLLED SUBSIDIARIES. THESE PAYMENTS WERE MADE AT ARM'S LENGTH AND MEETS THE FAIR MARKET VALUE STANDARD.