2015-10-15T13:42:20-05:00 2015-06-30 410746749 CLIFTONLARSONALLEN LLP 610 W GERMANTOWN PIKE STE 400 PLYMOUTH MEETING PA 19462 990 2014-07-01 020400703 THE RIVERWOODS COMPANY AT EXETER NEW HAMPSHIRE RIVE 6037784700 5 WHITE OAK DRIVE EXETER NH 03833 KEVIN P GOYETTE CFO 6037724700 2015-10-15 1 JAMES D WATSON P01450300 2156433900 2014 2016-02-25 16:41:14Z JUSTINE VOGEL 5 WHITE OAK DRIVE EXETER NH 03833 55363729 0 X WWW.RIVERWOODSRC.ORG X 1983 NH TO ESTABLISH, OWN, AND MAINTAIN CHARITABLE CONTINUING CARE RETIREMENT COMMUNITIES FOR THE ELDERLY. 15 11 657 304 0 0 171221 464922 32297300 32567465 1844155 1984857 280847 460419 34593523 35477663 5020700 159194 0 0 17756145 18729541 0 0 16676 17223845 17716302 40000690 36605037 -5407167 -1127374 179962996 180053456 240596898 243010804 -60633902 -62957348 X TO ESTABLISH,OWN,AND MAINTAIN CHARITABLE CONTINUING CARE RETIREMENT COMMUNITIES WHICH PROVIDE HOUSING, HEALTH CARE SERVICES, FOOD SERVICES, SECURITY, AND OTHER ANCILLARY SERVICES TO ELDERLY PERSONS. 0 0 29128440 159194 32567465 RIVERWOODS HAS ONE PRIMARY PROGRAM SERVICE, TO ESTABLISH, OWN AND MAINTAIN A CONTINUING CARE RETIREMENT COMMUNITY WHICH PROVIDES HOUSING, HEALTH CARE SERVICES, FOOD SERVICES, SECURITY AND OTHER ANCILLARY SERVICES TO ELDERLY PERSONS. ON JUNE 30, 2015 THE COMMUNITY HOUSED APPROXIMATELY 493 RESIDENTS IN INDEPENDENT APARTMENTS AND 118 RESIDENTS IN THE HEALTH CARE CENTERS. OVER THE COURSE OF THE YEAR THE HEALTH CARE CENTERS SERVED IN EXCESS OF 200 RESIDENTS ON A PERMANENT, TEMPORARY, OR PER DIEM BASIS AT A SUBSTANTIALLY DISCOUNTED RATE. THE "CONTRACTUAL ALLOWANCE" (I.E. WRITEOFF) RELATED TO CARE PROVIDED FOR LIFECARE RESIDENTS WAS IN EXCESS OF $10,800,000.00 FOR THE FISCAL YEAR ENDED JUNE 30, 2015. THIS IS AN AVERAGE DISCOUNT OF 76% VERSUS THE STANDARD MONTHLY PRIVATE PAY RATE IN AREA NURSING HOMES AND ASSISTED LIVING FACILITIES. 29128440 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 0 0 0 0 0 0 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 1 159 0 657 1 0 0 0 0 0 0 0 0 0 0 X 15 11 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NH X KEVIN P GOYETTE 6036583035 5 WHITE OAK DRIVE EXETER NH 03833 JUSTINE VOGEL CEO 40.00 12.00 X X 270809 0 25003 BRUCE MAST CHAIR 1.00 0.00 X X 0 0 0 PATTY PRUE VICE CHAIR 1.00 0.00 X X 0 0 0 STEPHEN CICCONE TREASURER THROUGH JUNE 2015 1.00 0.00 X X 0 0 0 DIANNE MERCIER TREASURER 1.00 1.00 X X 0 0 0 KATHERINE SOUTHWORTH CLERK/RESIDENT TRUSTEE 1.00 0.00 X X 0 0 0 CARLA BRAVEMAN TRUSTEE 1.00 0.00 X 0 0 0 DAVID HANSON TRUSTEE 1.00 0.00 X 0 0 0 TAMMY MICHAUD TRUSTEE 1.00 0.00 X 0 0 0 PATRICK PARISI TRUSTEE 1.00 1.00 X 0 0 0 JOHN PROCHILO TRUSTEE 1.00 1.00 X 0 0 0 BETH ROBERTS TRUSTEE 1.00 1.00 X 0 0 0 CATHY TROWER TRUSTEE 1.00 0.00 X 0 0 0 HOWIE ULFELDER RESIDENT TRUSTEE 1.00 0.00 X 0 0 0 BRIAN F WALSH TRUSTEE 1.00 0.00 X 0 0 0 KIMON ZACHOS RESIDENT TRUSTEE THROUGH 12/2014 1.00 1.00 X 0 0 0 SIDNEY WANZER RESIDENT TRUSTEE 1.00 0.00 X 0 0 0 KEVIN GOYETTE CFO 40.00 6.00 X 188586 0 23017 DAWN BARKER VP OF HUMAN RESOURCES 40.00 0.00 X 150041 0 21785 CATHLEEN TOOMEY VP OF MARKETING 40.00 0.00 X 146336 0 11369 CYNTHIA MARTIN VP OF HEALTH SERVICES 40.00 0.00 X 152503 0 9313 MARY FLANAGAN NURSE PRACTITIONER 40.00 0.00 X 126521 0 21033 CHARLES KELSEY VP OF RESIDENT LIFE 40.00 0.00 X 146914 0 4038 MARY RULISON SENIOR LIVING COUNSELOR 40.00 0.00 X 118183 0 9766 1299893 0 125324 8 0 1 0 LECESSE CONSTRUCTION CO INC 75 THRUWAY PARK DRIVE WEST HENRIETTA NY 14586 GENERAL CONTRACTOR 3198704 SELECT REHABILITATION INC PO BOX 809056 CHICAGO IL 60680 THERAPY SERVICES 421064 MORRIS PIGEON 273 LITTLEWORTH ROAD MADBURY NH 03823 GENERAL CONTRACTOR 415703 ECKHART & JOHNSON INC 896 GOFFS FALLS ROAD BEDFORD NH 03103 CONTRACTOR 322223 CANTWELL EXCAVATING LLC 529 SCHOOL STREET BERWICK ME 03901 CONTRACTOR 236521 10 39893 425029 39893 464922 RESIDENT SERVICE FEES 623000 22801709 22801709 HEALTH CENTER FEES 623000 6874837 6874837 EARNED ENTRANCE FEES 623000 2890919 2890919 32567465 1689370 1689370 83555 0 83555 83555 83555 20139847 19844020 340 295827 -340 295487 295487 90259 39893 41706 48553 48553 ANCILLARY RESIDENT SERVICES 812900 328311 328311 328311 35477663 32567465 0 2445276 140343 140343 18851 18851 510520 14750 479094 16676 14644681 11994667 2650014 383106 313114 69992 2125952 1705727 420225 1065282 841573 223709 36759 36759 53960 53960 204274 204274 1071734 893984 177750 157487 138258 19229 1146178 861738 284440 225058 10279 214779 3296585 2802097 494488 119088 71408 47680 13030 13030 2069481 1759059 310422 117616 117616 6032261 5049438 982823 455243 386987 68256 RAW FOOD 1202756 1046398 156358 REPAIRS AND MAINTENANCE 356196 302775 53421 OTHER EMPLOYEE EXPENSES 337040 156267 180773 RESIDENT ACTIVITIES 113835 112563 1272 707721 508164 199557 36605037 29128440 7459921 16676 7516837 7017657 1525660 2386112 1210112 564955 228315 243186 826388 786034 170347066 66379916 103045622 103967150 54996601 53972707 7168096 8021969 3445365 3093686 179962996 180053456 3067010 3800353 173301075 176521366 63150000 61565000 1078813 1124085 240596898 243010804 X -61236210 -63528654 192741 120897 409567 450409 -60633902 -62957348 179962996 180053456 X -1127374 -1128421 -67651 X X 0 1 X 1 0 X 291257 143699 234386 171221 464922 1305485 32707243 35210691 36680150 32578147 32895776 170072007 32998500 35354390 36914536 32749368 33360698 171377492 166428 166428 0 166428 166428 171211064 1006218 1957853 1651327 1571498 1772925 7959821 1006218 1957853 1651327 1571498 1772925 7959821 24848 272946 37403 48553 383750 34029566 37585189 38603266 34320866 35182176 179721063 0.95260 0.94840 0.04430 0.04080 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2010 AMOUNT: $ 24,848. 2011 AMOUNT: $ 272,946. 2012 AMOUNT: $ 37,403. 2014 AMOUNT: $ 48,553. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 446274 5975 12204 4770 459683 351051 38115 61354 4246 446274 278046 43887 32310 3192 351051 268311 10144 2517 2926 278046 211256 9825 49880 2650 268311 0.00000 1.00000 0.00000 0 0 4776982 4776982 156305958 60296109 96009849 9264126 6083807 3180319 103967150 INTEREST RATE SWAP AGREEMENT 1124085 1124085 X 34142498 -1128421 -67651 -1196072 35338570 139093 139093 35477663 36465944 0 36465944 139093 139093 36605037 PART V, LINE 4: THE ENDOWMENT FUND WAS ESTABLISHED IN 2006 TO PROVIDE LONG-TERM ASSET GROWTH, DUE TO THE CONSTRAINT THAT ONLY INVESTMENT EARNINGS CAN BE UTILIZED. IT SHOULD BE ABLE TO PROVIDE FUTURE LIQUIDITY FOR ONE-TIME BUDGET SHORTFALLS AND NON-RECURRING EXPENSES WHEN NEEDED. PART X, LINE 2: RIVERWOODS IS A NOT-FOR-PROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. RIVERWOODS FOLLOWS THE PROVISIONS OF THE INCOME TAX ACCOUNTING STANDARDS REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. THE APPLICATION OF THESE PROVISIONS HAS NO IMPACT ON THE COMPANY'S FINANCIAL STATEMENTS. THE COMPANY'S TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL AND STATE AUTHORITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN FAIR VALUE OF INTEREST RATE SWAP AGREEMENT -45,272. CHANGE IN FAIR VALUE OF CHARITABLE GIFT ANNUITY -22,379. PART XI, LINE 4B - OTHER ADJUSTMENTS: FUNDRAISING EVENT GROSS RECEIPTS NOT ON BOOKS 139,093. PART XII, LINE 4B - OTHER ADJUSTMENTS: GRANT EXPENSES 139,093. GALA EVENT 130152 39893 90259 18173 23533 130152 39893 90259 18173 23533 41706 48553 1 SOCIETY OF ST VINCENT DE PAUL 53 LINCOLN STREET EXETER NH 03833 203945985 501(C)(3) 100450 39893 FMV ASSORTED DONATED ITEMS AND GIFTS GENERAL CHARITABLE ASSISTANCE 1 0 COLLEGE SCHOLARSHIPS FOR HIGH SCHOOL STUDENTS AND EMPLOYEES PURSUING A CAREER IN HEALTH CARE RELATED SERVICES 6 18851 0 PART I, LINE 2: RIVERWOODS HAS TWO SCHOLARSHIP FUNDS WHICH WERE INITIALLY ESTABLISHED BY RESIDENTS AND THE FAMILY OF A DECEASED RESIDENT. THE SPENCER SCHOLARSHIP FUND ASSISTS EMPLOYEES WHO ARE PURSUING A CAREER IN NURSING AND THE PEABODY SCHOLARSHIP FUND PROVIDES FUNDS FOR CHILDREN OF RIVERWOODS EMPLOYEES WHO WISH TO PURSUE A POST HIGH SCHOOL EDUCATION. EACH OF THESE FUNDS IS SEPARATELY ACCOUNTED FOR AS A RESTRICTED FUND, AND THE ANNUAL DISBURSEMENTS FOR SCHOLARSHIPS IS LIMITED TO 5% OF THE ACCOUNTS' MARKET VALUE AS OF A CERTAIN DATE EACH YEAR. WHEN SCHOLARSHIPS ARE AWARDED, THE CHECKS ARE MADE PAYABLE TO THE STUDENT AND THE COLLEGE OR UNIVERSITY. THE CHECKS ARE MAILED DIRECTLY BY RIVERWOODS TO THE INSTITUTION WHICH ENSURES THE FUNDS ARE BEING USED FOR THEIR INTENDED PURPOSE. EVERY OTHER YEAR, RIVERWOODS HOSTS AN EVENT AUCTION FOR A LOCAL NON-PROFIT ORGANIZATION. AN ORGANIZATION IS CHOSEN THROUGH AN APPLICATION PROCESS TO BE THE RECIPIENT OF THE FUNDS RAISED AT THE EVENT. ALL THE MONEY AT THE FUNDRAISING EVENT, INCLUDING AUCTIONED ITEMS, WERE GIVEN TO THE SELECTED ORGANIZATION IN THE FORM A OF CHECK AFTER SUBTRACTING THE RELATED EXPENSES. RIVERWOODS VERIFIES THAT THE SELECTED ORGANIZATION IS A VALID NON-PROFIT. X X X X X 0 0 0 0 0 0 0 0 0 JUSTINE VOGEL CEO 270809 0 0 0 0 0 7800 0 17203 0 295812 0 0 0 KEVIN GOYETTE CFO 179211 0 9375 0 0 0 5935 0 17082 0 211603 0 0 0 DAWN BARKER VP OF HUMAN RESOURCES 140666 0 9375 0 0 0 4796 0 16989 0 171826 0 0 0 CATHLEEN TOOMEY VP OF MARKETING 136961 0 9375 0 0 0 4532 0 6837 0 157705 0 0 0 CYNTHIA MARTIN VP OF HEALTH SERVICES 143128 0 9375 0 0 0 2516 0 6797 0 161816 0 0 0 CHARLES KELSEY VP OF RESIDENT LIFE 137539 0 9375 0 0 0 3111 0 927 0 150952 0 0 0 A NHHEFA 020279866 2012-09-28 65605000 TO FINANCE AND REFINANCE RIVERWOODS' EXISTING CONTINUING CARE RETIREMENT CO. 0 0 0 A 4040000 65605000 452066 65152934 2012 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 0 1 1 1 DEUTSCHE BANK MORGAN STANLEY 10.910000000000 0 0 0 0 1 A 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: NHHEFA DATE THE REBATE COMPUTATION WAS PERFORMED: 09/30/2012 X 99 15215 FMV X 7 625 FMV X GIFT CERTIFICATES 128 19994 FACE VALUE X GIFT BASKETS 14 2246 FMV X JEWELRY 5 1813 FMV 0 0 1 0 PART I, COLUMN (B): NUMBER OF ITEMS FORM 990, PART VI, SECTION A, LINE 1 THE CURRENT RESIDENT BOARD REPRESENTATIVES ARE VOTING MEMBERS OF THE BOARD OF TRUSTEES. WHILE THE CEO IS A TRUSTEE, THE BOARD MAY VOTE TO EXCLUDE HER FROM MEETINGS IF PERSONNEL MATTERS RELATING TO THE CEO'S AND/OR CFO'S COMPENSATION ARE BEING DISCUSSED. THE EXECUTIVE COMMITTEE SHALL EXERCISE THE FULL AUTHORITY OF THE BOARD OF TRUSTEES AND IS RESPONSIBLE TO REPORT ITS ACTIONS AT EACH BOARD MEETING. THE EXECUTIVE COMMITTEE SHALL BE COMPOSED OF THE OFFICERS OF THE BOARD AND SHALL EXERCISE THE FULL AUTHORITY OF THE BOARD OF TRUSTEES BETWEEN MEETINGS OF THE BOARD OF TRUSTEES. THE EXECUTIVE COMMITTEE SHALL BE RESPONSIBLE TO THE BOARD OF TRUSTEES AND SHALL REPORT ITS ACTIONS AT EACH MEETING OF THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 6 THE RIVERWOODS GROUP (TRWG), A NEW HAMPSHIRE TAX-EXEMPT, NONPROFIT CORPORATION, WILL BE THE SOLE MEMBER OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A SECTION 2 POWERS RESERVED TO TRWG EACH OF THE FOLLOWING ACTIONS BY THE CORPORATION'S BOARD OF TRUSTEES MUST BE APPROVED BY TRWG BEFORE IT BECOMES EFFECTIVE: (A) REMOVAL OF A MEMBER OF THE CORPORATION'S BOARD OF TRUSTEES; (B) ELECTION OF THE SLATE OF TRUSTEE CANDIDATES J) APPOINTMENT, EVALUATION, AND COMPENSATION OR TERMINATION OF THE PRESIDENT OR CHIEF EXECUTIVE OFFICER OF THE CORPORATION FORM 990, PART VI, SECTION A, LINE 7B SECTION 2 POWERS RESERVED TO TRWG EACH OF THE FOLLOWING ACTIONS BY THE CORPORATION'S BOARD OF TRUSTEES MUST BE APPROVED BY TRWG BEFORE IT BECOMES EFFECTIVE: (C) FINAL ADOPTION OF, AND ANY APPROVAL OF A MATERIAL DEVIATION FROM, THE ANNUAL AND ANY REVISED OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (D) FINAL ADOPTION OF, AND ANY APPROVAL OF A MATERIAL DEVIATION FROM, THE CORPORATION'S STRATEGIC PLAN; (E) TRANSFER TO ANY PERSON OR ORGANIZATION, WITH OR WITHOUT CONSIDERATION, DURING ANY TWELVE (12) MONTH PERIOD OF TANGIBLE, INTANGIBLE OR MIXED ASSETS WITH A VALUE IN EXCESS OF $500,000; (F) ANY SINGLE INCURRENCE, OR CUMULATIVE INCURRENCES IN ANY TWELVE (12) MONTH PERIOD, OF INDEBTEDNESS BY THE CORPORATION IN EXCESS OF $2.5 MILLION; (G) SALE, LEASE OR EXCHANGE OF ANY MATERIAL PORTION OF THE ASSETS OF, OR THE STATUTORY MERGER, CONSOLIDATION, CORPORATE DIVISION, DISSOLUTION, OR LIQUIDATION OF, THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION; (H) APPOINTMENT OF A FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS TO CONDUCT AN INDEPENDENT AUDIT OF THE CORPORATION'S FINANCIAL STATEMENTS OR A SPECIAL PROJECT WHICH MATERIALLY IMPACTS ASSETS, REVENUES OR OPERATIONS; (I) THE PARTICIPATION BY THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION IN A KEY STRATEGIC RELATIONSHIP (THE TERM "KEY STRATEGIC RELATIONSHIP" MEANS THE OWNERSHIP OF, OR CONTRACTUAL PARTICIPATION IN, A NETWORK, SYSTEM, AFFILIATION, JOINT VENTURE, ALLIANCE OR SIMILAR ARRANGEMENT (NOT INCLUDING ACADEMIC AFFILIATIONS, MANAGED CARE CONTRACTS, OR OTHER PAYMENT ARRANGEMENT WITH THIRD PARTY PAYORS), ENTERED INTO WITH AN ORGANIZATION THAT IS NOT A PARTICIPANT ORGANIZATION, AS DEFINED IN TRWG'S BYLAWS); (K) ELIMINATION OR ADDITION OF ANY MATERIAL HEALTH CARE SERVICE OR PROGRAM BY THE CORPORATION OR ANY SUBSIDIARY OF THE CORPORATION; AND (L) THE AMENDMENT OF THE ARTICLES OF AGREEMENT, BYLAWS OR OTHER GOVERNING DOCUMENTS OF THE CORPORATION WHERE SUCH PROPOSED AMENDMENT WOULD (I) IMPACT THE POWERS RESERVED TO TRWG IN THESE BYLAWS, (II) REASONABLY BE EXPECTED TO HAVE ANY MATERIAL STRATEGIC, COMPETITIVE OR FINANCIAL IMPACT ON ONE OR MORE PARTICIPANT ORGANIZATIONS OR ON THE SYSTEM AS A WHOLE, OR (III) IMPACT THE OBLIGATIONS OF THE CORPORATION UNDER ANY AGREEMENT BETWEEN OR AMONG THE PARTICIPANT ORGANIZATIONS. FORM 990, PART VI, SECTION B, LINE 11 THE RIVERWOODS COMPANY AT EXETER NH HAS AUTHORIZED REVIEW OF THE FORM 990 TO ITS AUDIT COMMITTEE. DRAFT COPIES WILL BE DISTRIBUTED AND REVIEWED BY THE AUDIT COMMITTEE PRIOR TO FILING. ALL BOARD MEMBERS WERE WELCOME TO ATTEND THE MEETING WHICH WAS HELD ON OCTOBER 13, 2015. AFTER REVIEW BY THE RIVERWOODS COMPANY'S AUDIT COMMITTEE, A FULL COPY OF THE FINAL FORM 990 WILL BE PROVIDED TO THE RIVERWOODS COMPANY AT EXETER'S BOARD OF TRUSTEES ON A SECURE WEBSITE AND THE RIVERWOODS COMPANY AT EXETER'S BOARD WILL BE NOTIFIED THAT IT IS AVAILABLE FOR REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE IS SENT TO ALL BOARD MEMBERS AND KEY EMPLOYEES. THE QUESTIONNAIRE IS PREPARED AND AFFIRMATIVE ANSWERS ARE REVIEWED BY RIVERWOODS LEGAL COUNSEL. NO TRUSTEE SHALL PARTICIPATE AS A MEMBER OF THE BOARD OF TRUSTEES IN ANY DECISION AFFECTING THAT TRUSTEE'S PERSONAL FINANCIAL WELFARE OR THE FINANCIAL WELFARE OF ANY OTHER PERSON, ORGANIZATION OR INSTITUTION WITH WHICH THAT TRUSTEE IS AFFILIATED AS AN OWNER, EMPLOYEE, BOARD MEMBER, OR STOCKHOLDER. THIS SHALL NOT PRECLUDE A TRUSTEE FROM VOTING ON MATTERS AFFECTING THE OPERATION OF RIVERWOODS FOR THE SOLE REASON THAT A FAMILY MEMBER IS A RESIDENT OF THE FACILITY. IN THE EVENT A TRUSTEE HAS SUCH A CONFLICT IN A MATTER WHICH IS BEING EXPOUNDED, DELIBERATED AND/OR VOTED UPON BY THE BOARD OF TRUSTEES, SAID TRUSTEE SHALL ABSENT HIMSELF/HERSELF FROM THE BOARD, AND IF THE BOARD MEETING IS NOT OPEN TO THE PUBLIC AT LARGE, SHALL ABSENT HIMSELF/HERSELF FROM THE MEETING ROOM FOR THE TIME PERIOD DURING WHICH THE TOPIC IS UNDER DELIBERATION AND VOTE. FORM 990, PART VI, SECTION B, LINE 15 PAY RANGES FOR LIKE KIND POSITIONS ARE ANALYZED ANNUALLY AND COMPARED TO WAGE INFORMATION OBTAINED THROUGH SALARY SURVEYS AND OTHER LABOR MARKET RESOURCES AND CONDITIONS. CONSIDERATION IS GIVEN TO THE FOLLOWING IN DEVELOPING PAY RANGES: PREVAILING RATES FOR SIMILAR WORK IN OTHER SIMILAR INSTITUTIONS, NATIONAL, REGIONAL AND LOCAL SALARY PATTERNS, APPLICABLE LEGAL REQUIREMENTS, STANDARDS ESTABLISHED BY PROFESSIONAL ORGANIZATIONS AND THE FINANCIAL STATUS OF RIVERWOODS. THE BOARD EXECUTIVE COMMITTEE ALSO CONTRACTS WITH AN INDEPENDENT CONTRACTOR WHO HELPS FACILITATE THE GATHERING OF SALARY INFORMATION. THE CEO'S SALARY IS APPROVED BY THE EXECUTIVE COMMITTEE AND IS REVIEW ANNUALLY. THE COMPENSATION WAS MOST RECENTLY REVIEWED DURING FISCAL YEAR 2015. TOP MANAGEMENT POSITIONS ARE OVERSEEN BY THE CEO. DURING THE BUDGETING PROCESS, THE BOARD APPROVES THE SALARY BUDGET WHICH LISTS EACH OFFICER AND KEY EMPLOYEE SEPARATELY. IN ADDITION, SALARY SURVEYS, 990'S OF OTHER COMPANIES AND INTERNAL EQUITY ARE ALL CONSIDERED. THE CFO POSITION WAS REVIEWED BY AN INDEPENDENT CONSULTANT AND ALSO PRESENTED TO THE EXECUTIVE COMMITTEE. SALARY RANGES FOR ALL POSITIONS ARE DEVELOPED USING SIMILAR DATA AS OUTLINED ABOVE FOR THE CEO. COMPENSATION FOR ALL POSITIONS FOLLOW RIVERWOODS' COMPENSATION POLICY. THE COMPENSATION WAS MOST RECENTLY REVIEWED DURING FISCAL YEAR 2015. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES IT GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE IS SENT TO ALL BOARD MEMBERS AND KEY EMPLOYEES. THE QUESTIONNAIRE IS PREPARED AND AFFIRMATIVE ANSWERS ARE REVIEWED BY RIVERWOODS LEGAL COUNSEL. FORM 990, PART XI, LINE 9: CHANGE IN FAIR VALUE OF INTEREST RATE SWAP AGREEMENT -45,272. CHANGE IN FAIR VALUE OF CHARITABLE GIFT ANNUITY -22,379. FORM 990, PART XII, LINE 2C: THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. 990, PART III, LINE 4A COMMUNITY BENEFIT REPORT - FY 2015 RIVERWOODS AT EXETER WAS FOUNDED IN 1983 AS A NON-PROFIT, CHARITABLE ORGANIZATION, BY A GRASSROOTS GROUP OF SEACOAST RESIDENTS WHOSE MISSION WAS TO CREATE A CREATIVE AND SECURE CONTINUING CARE COMMUNITY THAT ENHANCED THE FREEDOM OF SENIOR LIVING WHILE EASING THE CHALLENGES OF AGING. GIFTS OF TIME, TALENT AND TREASURE THE WOMEN AND MEN WHO FOUNDED RIVERWOODS ALL HAD LONG HISTORIES OF COMMUNITY SERVICE IN ADDITION TO THEIR PROFESSIONAL AND FAMILY LIVES. THEY UNDERSTOOD THE PRINCIPLES OF SERVICE TO OTHERS, AND WOVE THAT INTO OUR FOUNDING COMMITMENTS "TO BE A RESPONSIBLE COMMUNITY THAT PARTICIPATES IN THE LIFE OF THE LARGER COMMUNITY AROUND IT". PARTNERSHIP WITH SAINT VINCENT DE PAUL EXETER FROM THE FIRST YEAR RIVERWOODS OPENED, THE COMMUNITY HAS HELD A FUND-RAISER FOR ANOTHER LOCAL NON-PROFIT, AND THAT TRADITION HAS CONTINUED AND GROWN IN MAGNITUDE AS OUR COMMUNITY HAS GROWN FOR THE PAST 21 YEARS. WHILE RIVERWOODS SUPPORTS MANY CAUSES IN VARIOUS WAYS THROUGHOUT THE YEAR, WE ORGANIZE AND HOST A LARGE FUND-RAISER FOR A LOCAL NON-PROFIT EVERY TWO YEARS. THE RESIDENTS SELECT THE NON-PROFIT FROM AMONG DOZENS OF APPLICANTS. THE MAJOR FUNDRAISER IS A GRAND FINALE OF SORTS OF THE TWO-YEAR CHARITABLE PARTNERSHIP. IN FY15 OUR MAJOR CHARITABLE PARTNER WAS THE SOCIETY OF SAINT VINCENT DE PAUL EXETER (SVDP). WITH MORE THAN 100 VOLUNTEERS, SVDP HELPS LOCAL FAMILIES AND ORGANIZATIONS IN A VARIETY OF WAYS INCLUDING PROVIDING FOOD AND OTHER SUPPORT TO PEOPLE IN THE EXETER AREA. THE MOST RECENT RIVERWOODS GALA AUCTION, HELD IN OCTOBER 2014, RAISED A RECORD $100,000 FOR SVDP. RIVERWOODS RESIDENTS AND STAFF SPENT TIME IN FY14 AND FY15 VOLUNTEERING AT THE SVDP FOOD PANTRY, ORGANIZED A FOOD DRIVE, AND WERE ABLE TO DONATE MULTIPLE BOXES OF FOOD ITEMS AS WELL AS CASH AND GROCERY GIFT CARDS TO BE USED BY SVDP. RIVERWOODS ALSO COLLECTS EGG CARTONS, BOXES AND PLASTIC BAGS FOR USE AT THE SVDP FOOD PANTRY. THE MOST RECENT PARTNERSHIP WITH SVDP HAS GONE SO WELL THAT RIVERWOODS RESIDENTS DECIDED TO BUILD ON THAT STRENGTH AND MOMENTUM FOR AN ADDITIONAL TWO YEARS AND ARE PLANNING FOR THE NEXT GALA AUCTION IN IN OCTOBER OF 2016. TIME RIVERWOODS RESIDENTS CONTRIBUTE HUNDREDS OF HOURS EACH YEAR TO NUMEROUS LOCAL, REGIONAL AND NATIONAL NON-PROFIT ORGANIZATIONS. A RECENT SURVEY AMONG RESIDENTS YIELDED A TOTAL OF 201 ORGANIZATIONS WHERE RIVERWOODS' MORE THAN 600 RESIDENTS CONTRIBUTED THEIR TIME. THE SURVEY FOUND THAT OF THOSE 201 ORGANIZATIONS, 105 IMPACTED THE EXETER AREA. OUR VOLUNTEER TIME HAPPENS INDIVIDUALLY AND IN A GROUP SETTING. OUR RESIDENTS RUN AN OUTREACH COMMITTEE, WHICH WORKS AS THE CONNECTION POINT FOR NEW RESIDENTS WHO ARE LOOKING FOR VOLUNTEER OPPORTUNITIES, AS WELL AS LOCAL ORGANIZATIONS WHO ARE LOOKING FOR VOLUNTEERS. SOME OF THE MOST POPULAR CAUSES FOR RESIDENTS INCLUDE HELPING ORGANIZATIONS FOCUSED ON ISSUES OF FAMILY, HUNGER, HOMELESSNESS, HEALTH, EDUCATION, VETERANS AND ANIMAL WELL-BEING. SPECIFIC ORGANIZATIONS TO WHICH RESIDENTS VOLUNTEER THEIR TIME INCLUDE SAINT VINCENT DE PAUL FOOD PANTRY, GIRL SCOUTS OF AMERICA, SEACOAST FAMILY PROMISE (A STRATHAM, NH BASED ORGANIZATION ASSISTING FAMILIES EXPERIENCING HOMELESSNESS), GREAT BAY STEWARDS (AN ORGANIZATION WITH THE MISSION TO PROTECT AND PRESERVE THE VITALITY OF THE GREAT BAY ESTUARINE SYSTEM THROUGH EDUCATION, LAND PROTECTION, RESEARCH AND CARE OF THE NEARBY GREAT BAY), ROCKINGHAM NUTRITION MEALS ON WHEELS, THE PEASE GREETERS (A GROUP WELCOMING DEPLOYED VETERANS WHEN THEY LAND BACK HOME IN NH), AND THE IMEC PROGRAM, WHICH COLLECTS MEDICAL EQUIPMENT AND SUPPLIES FOR HOSPITALS IN THIRD WORLD COUNTRIES. TALENT MANY OF OUR RESIDENTS TEACH AND MENTOR OTHERS IN THE COMMUNITY. IN DECEMBER OF 2014, RIVERWOODS DONATED RESIDENT DECORATED TREES TO THE FESTIVAL OF TREES; A FUNDRAISER ORGANIZED BY THE EXETER AREA CHAMBER OF COMMERCE. THE TREES WERE AUCTIONED OFF WITH PROCEEDS BENEFITTING THE NEW OUTLOOK TEEN CENTER IN EXETER. MAIN STREET SCHOOL, THE LOCAL ELEMENTARY SCHOOL, HAS WELCOMED RIVERWOODS RESIDENTS AS TUTORS AND CLASSROOM AIDES FOR MANY YEARS. WE HAVE A LONG HISTORY OF WORKING WITH CLASSROOM TEACHERS, AND MANY RESIDENT VOLUNTEERS ARE REGULARS AT STORY HOUR. THERE HAVE EVEN BEEN A FEW INSTANCES WHEN THOSE CHILDREN GROW UP, ATTEND HIGH SCHOOL, AND THEN APPLY TO WORK AS RIVERWOODS DINING STAFF, FURTHER CEMENTING THE CONNECTIONS BETWEEN RESIDENTS AND LOCAL FAMILIES. THE RIVERWOODS FIBER ARTS GROUP ALSO DONATED KNIT BOOTIES, CAPS AND SWEATERS FOR UNDERPRIVILEGED CHILDREN THROUGH THE STORK PROJECT. RESIDENT KNITTERS ALSO DONATED DOZENS OF QUILTS AND BLANKETS TO LOCAL BABIES IN NEED. IN APRIL, A GROUP OF RESIDENTS ONCE AGAIN TOOK PART IN THE COMMUNITY FUNDRAISER CALLED TAG IT FOR WOMENADE. AS PART OF THE FUNDRAISER, RIVERWOODS SPONSORED A LOCATION AT THE EXETER PUBLIC LIBRARY AND RIVERWOODS RESIDENTS CREATED COLORFUL KNIT WRAPS FOR DISPLAY IN AND AROUND DOWNTOWN EXETER. THE ARTFUL ACT OF GRAFFITI KNITTING RAISED MONEY AND AWARENESS FOR WOMENADE OF GREATER SQUAMSCOTT, AN ORGANIZATION THAT PROVIDES LOCAL MEN, WOMEN AND CHILDREN WITH SHORT TERM FINANCIAL ASSISTANCE THAT IS NOT READILY AVAILABLE THROUGH OTHER RESOURCES. IN FY 15, RIVERWOODS PROVIDED LNA HEALTH CAREERS WITH SPACE FOR THEIR TRAINING AND CLINICAL PRACTICUM FOR 120 LNA STUDENTS AND A TOTAL OF 805 HOURS. RIVERWOODS PROVIDED SPACE AND GUIDANCE TO 8 BSN STUDENTS FROM UNIVERSITY OF NEW HAMPSHIRE FOR THEIR CLINICAL PRACTICUM. TWO BSN STUDENTS FROM MASS COLLEGE OF PHARMACY AND HEALTH SERVICES ALSO COMPLETED A COMBINED 160 INTERNSHIP HOURS WITH TWO OF OUR NURSE PRACTITIONERS AND ONE NP STUDENT COMPLETED AN INTERNSHIP WITH ALL THREE OF OUR NURSE PRACTITIONERS. IN ADDITION, ONE LPN STUDENT FROM THE SALTER SCHOOL OF NURSING COMPLETED A 100 HOUR INTERNSHIP WITH ONE OF OUR REGISTERED NURSES. THE SOCIAL SERVICES DEPARTMENT AT RIVERWOODS FACILITATED A 480 HOUR INTERNSHIP WITH A MASTERS LEVEL STUDENT FROM UNH. THE RIVERWOODS HEALTH CARE ACTIVITIES TEAM HOSTED MEPAP PROGRAM ONCE A MONTH FROM OCTOBER 2014 TO MARCH 2015. WE ALSO DONATED TIME AND TALENT TO SEVERAL EDUCATIONAL INSTITUTIONS BY PROVIDING VIRTUAL DEMENTIA TOURS TO THEIR STUDENTS. THIS OUTREACH INCLUDED VIRTUAL DEMENTIA TOURS TO 50 STUDENTS AND ONE TEACHER FROM THE SEACOAST SCHOOL OF TECHNOLOGY ON MARCH 27, 2015; VIRTUAL DEMENTIA TOUR TO THE DIRECTOR OF THE SEACOAST MEDICAL VOLUNTEER CORP ON APRIL 10, 2015; VIRTUAL DEMENTIA TOUR TO SIX VOLUNTEERS FOR THE SEACOAST MEDICAL CORP ON JUNE 3, 2015, AND ON JUNE 15, 2015 VIRTUAL DEMENTIA TOURS WERE PROVIDED TO NINE STUDENTS FROM THE SEACOAST SCHOOL OF TECHNOLOGY. THE STAFF AT RIVERWOODS PROVIDES TIME AND EFFORT TO SUPPORT A NUMBER OF COMMUNITY PROGRAMS. OUR EMPLOYEES PARTICIPATE ON MANY LOCAL NOT-FOR-PROFIT BOARDS, AND SPEND MANY VOLUNTEER HOURS IN THE COMMUNITY. STAFF DONATE THEIR TIME TO MANY WORTHY PROJECTS, INCLUDING THE NEW HAMPSHIRE PUBLIC TELEVISION AUCTION AND SEACOAST UNITED WAY'S DAY OF CARING. AS PART OF THIS YEAR'S UNITED WAY DAY OF CARING, MORE THAN TWO DOZEN RIVERWOODS VOLUNTEERS SPENT THE DAY HELPING THE TEAM AT ROCKINGHAM MEALS ON WHEELS. DURING THANKSGIVING, STAFF DONATED TIME AND FOOD SUPPLIES NEEDED TO PROVIDE THANKSGIVING MEALS FOR LOCAL FAMILIES. A GROUP OF RESIDENTS AND STAFF ALSO PARTICIPATED IN A CAMP CLEANUP DAY AT THE YMCA'S CAMP LINCOLN IN KINGSTON, NH. TREASURE RIVERWOODS IS A STRONG COMMUNITY PARTNER AND IN ADDITION TO RESIDENT AND STAFF TIME SPENT VOLUNTEERING, RIVERWOODS HAS ALSO HELPED A NUMBER OF COMMUNITY-WIDE EVENTS AND ORGANIZATIONS WITH FINANCIAL SUPPORT. THE RIVERWOODS OUTREACH COMMITTEE ORGANIZED A CAMPUS-WIDE TOY DRIVE TO SUPPORT THE EXETER FIREFIGHTER'S HOLIDAY DRIVE, AS WELL AS A SCHOOL SUPPLY DRIVE THAT RESULTED IN SEVEN FULL CRATES OF SCHOOL SUPPLY ITEMS FOR LOCAL CHILDREN AND A BABY CLOTHING DRIVE FOR THE STORK PROJECT, AN INITIATIVE THAT PROVIDES WELCOME BUNDLES THAT ARE GIVEN TO LOW INCOME NEW MOMS IN NEW HAMPSHIRE. ORGANIZATIONS AND CHARITABLE CAMPAIGNS RECEIVING SUPPORT FROM RIVERWOODS INCLUDE: 20/20 VISION QUEST AMARE CANTARE SPRING CONCERT AMERICAN CANCER SOCIETY'S STRIDES AGAINST BREAST CANCER WALK AMERICAN INDEPENDENCE MUSEUM BLUE HILLS TRAILSIDE MUSEUM CAMP MAYHEW COLON CANCER FOUNDATION'S "STRIDES FOR LIFE" CONNOR'S CLIMB EPILEPSY FOUNDATION OF NEW ENGLAND EXETER AREA INTERFAITH CROP WALK EXETER FIREFIGHTERS FUND EXETER HIGH SCHOOL ALUMNI ASSOCIATION EXETER HIGH SCHOOL YOUTH SOCCER 5K ROAD RACE EXETER HISTORICAL SOCIETY EXETER, DOVER, PORTSMOUTH AND MANCHESTER CHAMBERS OF COMMERCE GIRLS ON THE RUN HAMPTON HISTORICAL SOCIETY KURN HATTIN HOMES FOR CHILDREN LEADERSHIP SEACOAST PROGRAM MASSACHUSETTS AUDUBON MOUNT WASHINGTON OBSERVATORY NEW HAMPSHIRE FOOD BANK OLLI, LIFELONG LEARNING PROGRAM OXFAM AMERICA PAWS WALK FOR NHSPCA PORTSMOUTH BLACK HERITAGE TRAIL ROCKINGHAM CHORAL SOCIETY SEACOAST CHARTER SCHOOL AUCTION SEACOAST FAMILY PROMISE SEACOAST REPERTORY THEATER SEACOAST SCIENCE CENTER SOCIETY FOR THE PROTECTION OF NH FORESTS SQUAM LAKE NATURAL SCIENCE CENTER ST. JUDE CHILDREN'S THE RIVERWOODS GROUP 5 WHITE OAK DRIVE EXETER NH 03833 451450956 SUPPORT CHARITABLE PURPOSES & ACTIVITIES OF RIVERWOODS COMPANY AT EXETER NH 501(C)(3) LINE 11A, I N/A 0 0 0 0 1 0 0 0 0 0 0 0 1 0 1 1 1 0 0 0