2023-11-09T17:55:50-06:00 2023-06-30 410746749 CLIFTONLARSONALLEN LLP 150 S WARNER ROAD SUITE 310 KING OF PRUSSIA PA 19406 990 2022-07-01 223015416 BIRCH HILL TERRACE BIRC 6036581786 200 ALLIANCE WAY MANCHESTER NH 03102 KEVIN GOYETTE CFO 6036581786 2023-11-06 1 KEVIN GOYETTE 999009999 0 LAUREN N WEST P01970042 2156433900 2023-11-06 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z RIVERWOODS MANCHESTER APRIL BOURDON 200 ALLIANCE WAY MANCHESTER NH 03102 21791021 0 X WWW.RWMANCHESTER.ORG X 1989 NH TO ESTABLISH, OWN, AND MAINTAIN A CHARITABLE CONTINUING CARE RETIREMENT COMMUNITY FOR THE ELDERLY 18 17 211 20 0 0 686317 388623 12182477 14274496 359999 88340 0 0 13228793 14751459 487305 628730 0 0 7293785 8165637 0 0 0 8053607 9574823 15834697 18369190 -2605904 -3617731 49349537 54682441 46175225 54233067 3174312 449374 X TO ENSURE HEALTHY AGING BIRCH HILL TERRACE (BH) DBA RIVERWOODS MANCHESTER (RWM) A NONPROFIT CONTINUING CARE RETIREMENT COMMUNITY (CCRC), PROMOTES AN INDEPENDENT LIFESTYLE, ENCOURAGES COMMUNITY INVOLVEMENT, PRESERVES INDIVIDUAL DIGNITY, CREATES A SPIRIT OF HARMONY, COMPASSION, UNDERSTANDING, AND TRUST. 0 0 13740543 628730 14274496 BIRCH HILL TERRACE ADOPTED THE DBA RIVERWOODS MANCHESTER (RWM) IN FY21 AND HAS BEEN AFFILIATIED WITH RIVERWOODS SINCE 2016. AS A TYPE B CONTRACT, NOT-FOR-PROFIT CONTINUING CARE COMMUNITY (CCRC) OUR PRIMARY SERVICE IS TO PROVIDE HOUSING, HEALTH CARE SERVICES, FOOD SERVICES, AND SECURITY TO OLDER ADULTS OVER AGE 62. ON 6/30/23, THE COMMUNITY HOUSED APPROXIMATELY 166 RESIDENTS IN INDEPENDENT LIVING APARTMENTS AND 63 RESIDENTS IN ITS HEALTH CARE CENTER. DURING THE YEAR, THE HEALTH CARE CENTER SERVED ABOUTY 76 RESIDENTS ON A PERMANENT, TEMPORARY OR PER DIEM BASIS AT A SUBSTANTIALLY DISCOUNTED RATE. LIFECARE RESIDENTS RECEIVE A DISCOUNTED RATE WHEN IN THE HEALTH CENTER. THE "CONTRACTUAL ALLOWANCE" (I.E. WRITE-OFF) RELATED TO THE LEVEL OF CARE PROVIDED FOR LIFECARE CONTRACT RESIDENTS WAS $634,283 FOR FY23.AS A NOT-FOR-PROFIT CCRC, RWM HAS A BENEVOLENCE FUND TO HELP RESIDENTS WHO HAVE OUTLIVED THEIR ASSETS OR HAVE FOUND THEMSELVES UNABLE TO MAKE THEIR FINANCIAL COMMITMENT, THROUGH NO FAULT OF THEIR OWN. IF NEEDED, A RESIDENT CAN TURN TO THE RIVERWOODS BENEVOLENCE FUND, RATHER THAN PLACING FINANCIAL BURDEN ON SENIOR ASSISTANCE PROGRAMS OUTSIDE THE RIVERWOODS COMMUNITY. IN FY23, RWM PROVIDED FINANCIAL ASSISTANCE TO A TOTAL OF ELEVEN RESIDENTS IN THE AMOUNT OF $618,730.OUR NOT-FOR-PROFIT MISSION PROVIDES COMMUNITY, PURPOSE, AND PEACE OF MIND. ONE OF THE PRIMARY WAYS OUR RESIDENTS AND STAFF FIND PURPOSE IS THROUGH GIVING BACK TO THE COMMUNITY AND THE SURROUNDING AREA IN A NUMBER OF WAYS. RWM HAS DEEP ROOTS IN THE CITY OF MANCHESTER AND THE SURROUNDING AREA. WE BEGAN CLOSE TO 150 YEARS AGO AS THE WOMEN'S AID AND RELIEF SOCIETY AND HAVE EVOLVED AS THE NEEDS OF THE COMMUNITY HAVE CHANGED. AS ACTIVE NEIGHBORS OF THE GREATER COMMUNITY, WE SERVE THE LOCAL AREAS WITH OUR TIME, KNOWLEDGE, AND RESOURCES. IN FY23, BOTH STAFF AND RESIDENTS FOUND MANY WAYS TO GIVE BACK, SERVE OTHERS, AND SUPPORT THE LOCAL COMMUNITY BY VOLUNTEERING THEIR TIME ON LOCAL NOT-FOR-PROFIT BOARDS, VOLUNTEERING HOURS IN THEIR COMMUNITY, COLLECTING PHYSICAL DONATIONS FOR TOY AND FOOD DRIVES AND MAKING KNITTED ITEMS TO DONATE TO LOCAL ORGANIZATIONS. ONE PROJECT OF PATRICULAR NOTE IS THE CREATION OF THE ALL PERSONS TRAIL IN THE CEDAR SWAMP PRESERVE, IN PARTNERSHIP WITH THE NATURE CONSERVANCY. THE 600 ACRE CONSERVANCEY IS ACROSS THE ROAD FROM OUR CAMPUS, AND WE ASSISTED IN FUNDING CONSTRUCTION OF THE TRAIL THAT ALLOWS PEOPLE IN WHEELCHAIRS AND WALKERS TO EXPLORE THIS BEAUTIFUL LOCATION. RWM ENCOURAGES EMPLOYEES TO VOLUNTEER DURING WORK HOURS FOR SPECIAL NOT-FOR-PROFIT PROJECTS. ANOTHER LONG-TREM PARTNERSHIP OF RWM IS WITH THE MOORE CENTER, IN MANCHESTER, WHO HELP FIND DIGNIFIED AND MEANINGFUL EMPLOYEMENT AND PURPOSE FOR PEOPLE WITH DEVELOPMENTAL AND INTELLECTUAL DISABILITIES. WE HAVE LONG PARTNERED WITH THE MOORE CENTER CLIENTS WHO BENEFIT FROM JOB SHADOWING/INTERNSHIPS AT RIVERWOODS MANCHESTER.PART OF OUR MISSION IS NOT ONLY TO HELP IMPROVE THE EXPERIENCE OF AGING FOR AS MANY ADULTS AS POSSIBLE, BUT ALSO TO SHARE THAT KNOWLEDGE WITH OTHERS, ESPECIALLY THE YOUNGER GENERATION. EMPLOYEES REGULARLY SHARE THEIR KNOWLEDGE BY INVITING STUDENTS INTO THE RWM COMMUNITY WHO CAN LEARN FROM THE VAST KNOWLEDGE AND EXPERIENCE OF THE STAFF. OVER THE YEARS WE HAVE HOSTED STUDENTS FROM A VARIETY OF SCHOOLS AND PROVIDED INTERNSHIPS IN A VARIETY OF COURSEWORK, FROM MARKETING TO FINANCE TO SOCIAL WORK AND HEALTH CARE. A KEY OBJECTIVE OF OUR COMMUNITY IS NOT ONLY TO SHARE OUR EXPERIENCES WITH OTHERS, BUT TO LEARN FROM OTHERS IN THE INDUSTRY AT THE SAME TIME. IN THIS WAY WE CONTINUE TO INNOVATE, TO REMAIN AT THE FOREFRONT OF NEW TRENDS IN OUR INDUSTRY, AND TO RESPOND TO CHANGING CONSUMER PREFERENCES, WHILE ALSO ADVANCING THE SENIOR LIVING INDUSTRY AS A WHOLE. OUR LEADERS REGULARLY ATTEND INDUSTRY SEMINARS, PARTICIPATE IN STUDY GROUPS, AND PRESENT ON NATIONAL AND INTERNALTIONAL PANELS WITHIN OUR INDUSTRY, AS WELL AS DRAFT ARTICLES FOR LEADING PUBLICATIONS. IN ORDER TO FULFILL OUR MISSION TO HELP ALL OLDER ADULTS, NOT ONLY THOSE IN OUR COMMUNITIES, RIVERWOODS LAUNCHED A PODCAST, SENIOR AUTHORITY, IN APRIL OF 2021. THIS PODCAST, FULLY FUNDED BY RIVERWOODS, IS GEARED TOWARD ANSWERING QUESTIONS ON AGING, FEATURING INTERVIEWS WITH LEADING SCIENTISTS, RESEARCHERS, PRACTITIONERS, AND AUTHORS. THE PODCAST COVERS ALL ASPECTS OF AGING, FROM FITNESS TO FINANCE, HEALTH, NUTRITION, SCIENCE, AND MORE. THE PODCAST RECEIVES NO MONETARY SUBSIDIES AND HAS AVERAGED TWO PODCASTS PER MONTH TO DATE. SENIOR AUTHORITY HAS EXCEEDED 52,000 EPISODE DOWNLOADS, AS WELL AS 37,500 VIEWS ON YOUTUBE, AND HAS MORE THAN 5,000 FOLLOWERS ON SOCIAL MEDIA. THE PODCAST CONTINUES TO PROVIDE IMPORTANT CONTENT TO A GROWING AUDIENCE ACROSS THE COUNTRY.RWM IS A STRONG COMMUNITY PARTNER AND IN ADDITION TO RESIDENT AND STAFF TIME SPENT VOLUNTEERING, RWM HAS HELPED A NUMBER OF COMMUNITY-WIDE EVENTS AND ORGANIZATIONS WITH FINANCIAL SUPPORT. RWM HAS ALSO PROVIDED SMALL HONORARIUMS/DONATIONS TO A NUMBER OF GROUPS WHO HAVE PROVIDED SPEAKERS FOR OUR ON-CAMPUS EDUCATION PROGRAMS.EDUCATION IS A VALUE HIGHLY PRIZED BY RWM RESIDENTS. IN FY23, RWM ESTABLISHED THE RIVERWOODS MANCHESTER SCHOLARSHIP FUND FOR STAFF TO PURSUE HIGHER EDUCATION. IN FY23, $10,000 WAS AWARDED TO 5 RECIPIENTS.A GROUP OF EMPLOYEES CREATED THE C.A.R.E. (CARING, AIDING AND RESPONDING TO EMPLOYEES) FUND TO ASSIST EMPLOYEES WHO DEMONSTRATE A FINANCIAL EMERGENCY BEYOND THEIR CONTROL AND PROVIDE THEM WITH LIMITED ASSISTANCE. THIS FUND CONTINUES TO BE AVAILABLE TO EMPLOYEES WHO DEMONSTRATE A NEED FOR LIMITED EMERGENCY FINANCIAL ASSISTANCE.RIVERWOODS MANCHESTER IS LOCATED IN A BEAUTIFUL RURAL AREA OF THE CITY. RESIDENTS AS WELL AS PEOPLE IN OUR SURROUNDING AREA ARE ABLE TO ENJOY WALKING THROUGH OUR CAMPUS AND ON OUR TRAILS. A GROUP OF RWM RESIDENTS ARE DEDICATED TO KEEPING THE GARDENS AND TRAILS IN THEIR COMMUNITY IN PERFECT CONDITION. THE GARDENING, GROUNDS, AND PLANT CARE GROUP DEDICATE SEVERAL HOURS PER WEEK TO WEEDING, PRUNING, AND WATERING PLANTS AND BEDS AROUND THE CAMPUS FOR OTHERS TO ENJOY. 13740543 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 72 0 211 1 0 0 0 0 0 0 0 0 0 0 0 0 X 18 17 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 NH X SHELLY CRAIG DIRECTOR OF FINANCE 6036583007 5 WHITE OAK DRIVE EXETER NH 03833 JUSTINE VOGEL EX-OFFICIO TRUSTEE/TRWG CEO 0.50 39.50 X 0 467759 39388 DAVE BROWNELL CHAIR 0.50 1.50 X X 0 0 0 SUSAN DESJARDINS VICE-CHAIR 0.50 1.50 X X 0 0 0 REBECCA SMITH CLERK 0.50 1.50 X X 0 0 0 MIKE HICKEY TREASURER 0.50 1.50 X X 0 0 0 DEBORAH KARMOZYN RESIDENT TRUSTEE 0.50 1.50 X 0 0 0 RALPH RAGUCCI RESIDENT TRUSTEE 0.50 1.50 X 0 0 0 WALTER BURGIN RESIDENT TRUSTEE 0.50 1.50 X 0 0 0 BILL STAFFORD RESIDENT TRUSTEE 0.50 1.50 X 0 0 0 MIKE ROWAN AT LARGE TRUSTEE 0.50 1.50 X 0 0 0 DAN CHARTRAND TRUSTEE 0.50 1.50 X 0 0 0 KIRSTEN CORAZZINI TRUSTEE 0.50 1.50 X 0 0 0 TOM DONOVAN TRUSTEE 0.50 1.50 X 0 0 0 PATRICK PARISI TRUSTEE 0.50 1.50 X 0 0 0 JOHN PROCHILO TRUSTEE 0.50 1.50 X 0 0 0 TIM RILEY TRUSTEE 0.50 1.50 X 0 0 0 SUSAN WOODS TRUSTEE 0.50 1.50 X 0 0 0 JASON SMITH TRUSTEE 0.50 1.50 X 0 0 0 LINDA BROWN RESIDENT TRUSTEE - LEFT OCT 2022 0.50 1.50 X 0 0 0 HOWIE ULFELDER AT LARGE TRUSTEE - LEFT JUN 2023 0.50 1.50 X 0 0 0 STEVE MCPHERSON TRUSTEE - LEFT JUN 2023 0.50 3.00 X 0 0 0 APRIL BOURDON EXECUTIVE DIRECTOR 39.75 0.25 X 165084 0 27230 JENNIFER SAWYER TORGERSEN SENIOR LIVING CONSULTANT 40.00 0.00 X 118417 0 3513 283501 467759 70131 2 0 1 0 SULLIVAN CONSTRUCTION 258 SOUTH RIVER ROAD BEDFORD NH 03110 CONSTRUCTION SERVICES 3904706 THE RIVERWOODS GROUP 5 WHITE OAK DRIVE EXETER NH 03833 MANAGEMENT, FINANCE, ADMIN, & IT SERVICE 1317318 STEPHEN CARUSO 43 CHAMPAGNE AVE LACONIA NH 03246 CONSTRUCTION SERVICES 473292 MINUTEMAN SECURITY TECHNOLOGIES 1 CONNECTOR RD ANDOVER MA 01810 SECURITY SERVICES 142300 4 263733 124890 388623 RESIDENTIAL SERVICE FEES 623000 7001873 7001873 HEALTH CENTER FEES 623000 5190139 5190139 EARNED MEMBERSHIP FEES 623000 2006638 2006638 OTHER OPERATING REVENUE 623000 75846 75846 14274496 296944 296944 6830958 7039562 -208604 -208604 -208604 14751459 14274496 0 88340 628730 628730 211317 211317 6627356 5646605 980751 46839 38494 8345 776330 638712 137618 503795 403036 100759 569440 569440 30517 30517 48173 48173 22634 22634 1381510 692179 689331 431186 300970 130216 375694 307678 68016 466137 54578 411559 731677 621925 109752 40065 16219 23846 409143 347772 61371 3283583 2791046 492537 239780 2120 237660 RAW FOOD 678236 590065 88171 REPAIRS AND MAINTENACE 673440 541966 131474 OTHER EMPLOYEE EXPENSES 81060 56052 25008 RESIDENT EXPENSES 51704 14692 37012 60844 47704 13140 18369190 13740543 4628647 0 3401347 6402666 5693978 1011723 501914 67509 39409 41484 111248 131719 74555864 34551272 38199531 40004592 557142 5665368 844968 1357380 49349537 54682441 1274263 1771451 11445289 11176051 10595920 13366992 45370 22859753 27873203 46175225 54233067 X 3173312 448374 1000 1000 3174312 449374 49349537 54682441 X -3617731 447377 445416 X 0 1 X 1 0 X 247965 258486 877141 686317 388623 2458532 12458144 12661308 11252435 12182477 14274496 62828860 12706109 12919794 12129576 12868794 14663119 65287392 221125 226797 275771 358539 307686 1389918 115901 234235 86955 57423 494514 337026 461032 362726 415962 307686 1884432 63402960 124613 124839 111314 163920 296944 821630 124613 124839 111314 163920 296944 821630 12830722 13044633 12240890 13032714 14960063 66109022 0.95910 0.96140 0.01240 0.01000 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2627155 2627155 60030877 30839978 29190899 5601125 3711294 1889831 6296707 6296707 40004592 DUE TO RELATED PARTY 3683922 TAX-EXEMPT BOND DEFERRED FINANCING COSTS -391156 REFUNDABLE ENTRANCE FEE LIABILITY 22621921 FUTURE RESIDENTS' DEPOSITS 1958516 27873203 X PART X, LINE 2: RIVERWOODS MANCHESTER IS A NONPROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE IRC. THE ORGANIZATION 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 ORGANIZATION'S FINANCIAL STATEMENTS. 1 SCHOLARSHIPS 5 10000 BENEVOLENCE 11 618730 PART I, LINE 2: WHEN A REQUEST IS MADE FOR BENEVOLENCE, THE ACCOUNTING MANAGER WILL MEET WITH THE RESIDENT AND/OR THEIR REPRESENTATIVES TO DISCUSS THE SITUATION. THE ACCOUNTING MANAGER WILL REQUIRE UPDATED FINANCIAL INFORMATION IN ORDER TO ASSESS THE VALIDITY OF THE REQUEST. THE ACCOUNTING MANAGER WILL PRESENT THE FINDINGS TO THE BOARD, PROTECTING THE ANONYMITY OF THE RESIDENT. THE ACCOUNTING MANAGER WILL PROVIDE THE BOARD WITH SIGNIFICANT ITEMS SUCH AS: -THE REASONABLENESS OF THE REQUEST, BASED UPON THE REVIEW -WHETHER OR NOT, IN HER/HIS JUDGEMENT, THE RESIDENT HAS PERSONALLY IMPOVERISHED HERSELF/HIMSELF -IF RWM HAS SUFFICIENT RESOURCES TO FUND THE BENEVOLENCE REQUEST THE ACCOUNTING MANAGER WILL PROVIDE A MEMO TO THE BOARD SEEKING FINAL APPROVAL OF THE BENEVOLENCE REQUEST. ON AT LEAST AN ANNUAL BASIS, THE ACCOUNTING MANAGER PROVIDES A "BENEVOLENCE TRACKER" TO THE FINANCE COMMITTEE, DETAILING THE ANONYMOUS INFORMATION ON CURRENT RESIDENT DRAWS OF FINANCIAL ASSISTANCE. EMPLOYEES ARE ELIGIBLE TO APPLY FOR A SCHOLARSHIP. WHEN SCHOLARSHIPS ARE AWARDED, THE CHECKS ARE MADE PAYABLE TO THE COLLEGE OR UNIVERSITY FOR THE BENEFIT OF THE STUDENT. THE CHECKS ARE MAILED DIRECTLY BY RWM TO THE INSTITUTION WHICH ENSURES THE FUNDS ARE BEING USED FOR THEIR INTENDED PURPOSES. X X X X X 0 0 0 0 0 0 0 1 0 JUSTINE VOGEL EX-OFFICIO TRUSTEE/TRWG CEO 0 395828 0 63035 0 8896 0 10415 0 28973 0 507147 0 0 APRIL BOURDON EXECUTIVE DIRECTOR 139245 0 25839 0 0 0 5170 0 22060 0 192314 0 0 0 PART I, LINE 3 ALL RELATED PARTY COMPENSATION DISCLOSED ON SCHEDULE J, PART II IS COMPENSATION PAID BY THE RIVERWOODS GROUP (TRWG), A RELATED IRC SECTION 501(C)(3) SUPPORTING ORGANIZATION. TRWG USES THE FOLLOWING TO EVALUATE COMPENSATION: A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, FORM 990S OF OTHER LIKE ORGANIZATIONS, A COMPENSATION SURVEY/STUDY AND APPROVAL BY THE TRWG BOARD/COMPENSATION COMMITTEE. THE INDEPENDENT COMPENSATION CONSULTANT REVIEWS THE CEO COMPENSATION PACKAGE FOR REASONABLENESS UNDER THE INTERMEDIATE SANCTIONS RULE (IRS SECTION 4598). PART I, LINE 7 ANY BONUS PAYMENT IS UP TO THE DISCRETION OF THE EMPLOYEE'S SENIOR LEADER. ANY BONUSES PAID TO SENIOR LEADERSHIP ARE ALSO SUBJECT TO REVIEW BY THE EXECUTIVE DIRECTOR AND/OR TRWG CEO. THE BONUS DETERMINATION IS BASED ON AN ANALYSIS OF THE EMPLOYEE'S PERFORMANCE DURING THE YEAR AND IS SUBJECT TO THE BUDGETARY CONSTRAINTS OF THE ORGANIZATION. THE BONUS PAID WAS INCLUDED IN 2022 W-2 COMPENSATION, AND AS SUCH IS REPORTED ON FORM 990, PART VII, COLUMN D AND SCHEDULE J, PART II, COLUMN B(II) AS FOLLOWS: JENNIFER SAWYER TORGERSEN, SENIOR LIVING CONSULTANT - $53,127 APRIL BOURDON, EXECUTIVE DIRECTOR - $25,839 A NH HEALTH & EDUCATION FACILITIES AUTHORITY 020279866 2016-07-08 12680000 REFUND SERIES 1994 BONDS AND PLANNED CAPITAL PROJECTS 0 0 0 B NH HEALTH & EDUCATION FACILITIES AUTHORITY 020279866 2021-11-16 8000000 TO FUND THE COSTS OF CONSTRUCTION 0 0 0 A 6145787 12680000 243432 4020075 8416493 2016 1 0 1 1 B 5621640 160000 5461640 0 0 0 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 0 1 1 1 PEOPLE'S UNITED 10.000000000000 0 0 0 0 1 B 0 1 0 0 1 1 PEOPLE'S UNITED 15.000000000000 0 0 0 0 1 A 1 B 1 SCHEDULE K, PART II, LINE 3: GROSS PROCEEDS OF ISSUE - BOND B: ISSUE PRICE IS $8,000,000, BUT AS OF JUNE 30, 2023 ONLY $5,621,640 OF THIS ISSUE WAS DRAWN DOWN. FORM 990, PART VI, SECTION A, LINE 1A THE EXECUTIVE COMMITTEE WILL BE COMPOSED OF THE OFFICERS OF THE BOARD AND WILL EXERCISE THE FULL AUTHORITY OF THE BOARD OF TRUSTEES BETWEEN MEETINGS AND WILL REPORT ITS ACTIONS AT EACH MEETING. MEMBERS OF THE BOARD OF TRUSTEES WILL NOT RECEIVE COMPENSATION FOR THEIR SERVICES AS TRUSTEES; HOWEVER, A MEMBER OF THE BOARD OF TRUSTEES MAY RECEIVE REIMBURSEMENT OF DIRECT OUT-OF-POCKET EXPENSES FOR EFFORTS MADE ON BEHALF OF RWM. FORM 990, PART VI, SECTION A, LINE 3 THE RIVERWOODS GROUP (TRWG), A RELATED PARTY, PROVIDES OVERSITE TO THE OVERALL FRAMEWORK OF RWM. TRWG PRIMARILY PROVIDES ADMINISTRATIVE SERVICES TO RWM WHICH DO NOT INVOLVE ANY SIGNIFICANT MANAGERIAL DECISION MAKING, BUT TRWG DOES HAVE ULTIMATE AUTHORITY AND RESPONSIBILITY FOR RWM'S BUDGET. RWM PAID TRWG A MANAGEMENT FEE OF $569,440, ADMINISTRATIVE FEE OF $484,224, AND IT FEES OF $236,576 FOR ALL SERVICES RENDERED DURING THE TAX YEAR. COMPENSATION PAID TO OFFICERS AND/OR KEY EMPLOYEES OF RWM BY TRWG IS NOT CONSIDERED TO BE A COMPONENT OF THE MANAGEMENT FEE. ANY COMPENSATION PAID BY TRWG IS AN EMPLOYEE OF TRWG; AS REQUIRED THIS COMPENSATION IS DISCLOSED OF FORM 990, PART VII, COLUMN (E) AND (F) AS WELL AS ON SCHEDULE J, PART II AS COMPENSATION FROM A RELATED ORGANIZATION; NO COMPENSATION IS DEEMED TO HAVE BEEN PAID BY RWM TO THESE INDIVIDUALS. FORM 990, PART VI, SECTION A, LINE 6 TRWG, AN IRC SECTION 501(C)(3) SUPPORTING ORGANIZATION, IS THE SOLE MEMBER OF RWM. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBER HAS THE AUTHORITY TO ELECT ALL BOARD TRUSTEES FROM THE NOMINEES PRESENTED TO THE MEMBER BY THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B THE FOLLOWING ACTIONS BY THE BOARD OF TRUSTEES MUST BE APPROVED BY THE MEMBER BEFORE IT BECOMES EFFECTIVE: (A) REMOVAL OF A MEMBER OF THE BOARD TRUSTEES; (B) FINAL ADOPTION OF, AND ANY APPROVAL OF A MATERIAL DEVIATION FROM, THE ANNUAL AND ANY REVISED OPERATING AND CAPITAL BUDGETS OF RWM; (C) FINAL ADOPTION, AND ANY APPROVAL OF A MATERIAL MODIFICATION, OF RWM'S STRATEGIC PLAN; (D) 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 $100,000; (E) ANY SINGLE INCURRENCE, OR CUMULATIVE INCURRENCES IN ANY TWELVE (12) MONTH PERIOD, OF INDEBTEDNESS BY RWM IN EXCESS OF $100,000; (F) SALE, LEASE OR EXCHANGE OF ANY MATERIAL PORTION OF THE ASSETS OF, OR THE STATUTORY MERGER, CONSOLIDATION, CORPORATE DIVISION, DISSOLUTION, OR LIQUIDATION OF, RWM OR ANY SUBSIDIARY; (G) ACQUISITION BY RWM OF SUBSTANTIALLY ALL OF THE ASSETS OF ANOTHER ENTITY; (H) APPOINTMENT OF A FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS TO CONDUCT AN INDEPENDENT AUDIT OF RWM'S FINANCIAL STATEMENTS OR A SPECIAL PROJECT WHICH MATERIALLY IMPACTS ASSETS, REVENUES OR OPERATIONS; (I) THE PARTICIPATION BY RWM OR ANY SUBSIDIARY IN A KEY STRATEGIC RELATIONSHIP ENTERED INTO WITH AN ORGANIZATION THAT IS NOT A "PARTICIPANT ORGANIZATION", AS SUCH TERMS IS DEFINED IN THE MEMBER'S BYLAWS; (J) APPOINTMENT, EVALUATION, AND COMPENSATION OR TERMINATION OF THE EXECUTIVE DIRECTOR OF RWM; (K) ELIMINATION OR ADDITION BY RWM OR ANY SUBSIDIARY OF ANY LINE OF BUSINESS OR SERVICE OR PROGRAM WITH ACTUAL OR PROJECTED REVENUES IN EXCESS OF ONE PERCENT (1%) OF THE TOTAL BUDGETED REVENUE; (L) THE AMENDEMENT OF THE ARTICLES OF AGREEMENT, BYLAWS OR OTHER GOVERNING DOCUMENTS OF RWM WHERE SUCH PROPSED AMENDMENT WOULD (I) IMPACT THE POWERS RESERVED TO THE MEMBER IN THESE BYLAWS, (II) REASONABLY EXPECT 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 RWM UNDER ANY AGREEMENT BETWEEN OR AMONG THE PARTICIPANT ORGANIZATIONS; (M) THE EXERCISE OF RWM'S RESERVED POWERS OVER ITS SUBSIDIARIES. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM. RWM HAS DELEGATED THE REVIEW OF THE FORM 990 TO TRWG'S AUDIT COMMITTEE. AFTER REVIEW BY TRWG'S AUDIT COMMITTEE, A FULL COPY OF THE FINAL FORM 990 IS POSTED TO THE BOARD PORTAL, PROVIDING THE ORGANIZATION'S BOARD THE OPPORTUNITY TO REVIEW THE FINAL DRAFT BEFORE FILING. FORM 990, PART VI, SECTION B, LINE 12C AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE IS SENT TO ALL TRUSTEES, OFFICERS AND KEY EMPLOYEES. THE QUESTIONNAIRE IS PREPARED AND AFFIRMATIVE ANSWERS ARE REVIEWED BY RWM'S LEGAL COUNSEL. NO TRUSTEE SHALL PARTICIPATE AS A MEMBER OF THE BOARD 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 RWM 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, 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 15A THE EXECUTIVE DIRECTOR'S SALARY IS REVIEWED AND APPROVED BY TRWG CEO, FOLLOWING INPUT FROM THE ORGANIZATION'S GOVERNING BOARD. THIS PROCESS IS DOCUMENTED IN THE EXECUTIVE COMMITTEE MINUTES. PAY RANGES FOR SIMILAR POSITIONS ARE ANALYZED ANNUALLY AND COMPARED TO WAGE INFORMATION OBTAINED THROUGH SALARY SURVEYS AND OTHER LABOR MARKET RESOURCES WITH SIMILAR CONDITIONS. TRWG CEO ALSO CONTRACTS WITH AN INDEPENDENT CONTRACTOR WHO HELPS FACILITATE THE GATHERING OF SALARY INFORMATION AND SHARES THAT INFORMATION WITH TRWG CEO AND THE BOARD EXECUTIVE COMMITTEE. CONSIDERATION IS GIVEN TO THE FOLLOWING 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 -THE FINANCIAL STATUS OF RWM THE EXECUTIVE DIRECTOR'S COMPENSATION WAS MOST RECENTLY PROPOSED BY TRWG CEO AND APPROVED BY THE BOARD DURING 2023. 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. FORM 990, PART XI, LINE 9: CHANGE IN THE FAIR VALUE OF INTEREST RATE SWAP AGREEMENTS 445,416. THE RIVERWOODS GROUP 5 WHITE OAK DRIVE EXETER NH 03833 451450956 FURTHER THE MISSIONS OF THE RIVERWOODS GROUP MEMBERS NH 501(C)(3) LINE 12A, I N/A 0 THE RIVERWOODS COMPANY AT EXETER NEW HAMPSHIRE 5 WHITE OAK DRIVE EXETER NH 03833 020400703 ESTABLISH, OWN AND MAINTAIN CONTINUING CARE RETIREMENT COMMUNITIES NH 501(C)(3) LINE 10 THE RIVERWOODS GROUP 0 RIVERWOODS DURHAM 5 WHITE OAK DRIVE EXETER NH 03833 820719418 ESTABLISH, OWN AND MAINTAIN CONTINUING CARE RETIREMENT COMMUNITIES NH 501(C)(3) LINE 10 THE RIVERWOODS GROUP 0 WOMEN'S AID HOME DBA PEARL MANOR 200 ALLIANCE WAY MANCHESTER NH 03102 020222249 PROVIDE SUPPORT FOR BIRCH HILL TERRACE NH 501(C)(3) PF BIRCH HILL TERRACE 1 0 0 1 0 1 0 0 0 0 0 0 0 1 1 1 1 1 0 0 WOMEN'S AID HOME DBA PEARL MANOR C 263733 COST WOMEN'S AID HOME DBA PEARL MANOR E 921688 OUTSTANDING AT YEAR-END