2023-11-14T07:57:57-06:00 2022-12-31 390859910 BAKER TILLY US LLP 1570 FRUITVILLE PIKE SUITE 400 LANCASTER PA 17601 990 2022-01-01 210634485 THE EVERGREENS THEE 2156618330 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 SUSAN AHERN TREASURER 2156618330 2023-11-13 1 SUSAN AHERN XXX-XX-XXXX 1 KERRI N BOGDA CPA P00760402 7177404863 2023-11-13 X 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z X GERALD T GRANT 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 26905677 0 X WWW.ACTSRETIREMENT.ORG X 1919 NJ THE PURPOSE OF THE EVERGREENS IS TO SERVE OLDER ADULTS SIXTY-TWO YEARS OF AGE AND OLDER, PROVIDING RETIREMENT-LIFE SERVICES INCLUDING INDEPENDENT LIVING, ASSISTED LIVING, SKILLED NURSING CARE AND COMPLEMENTARY SERVICES; RESPONSIVE TO RESIDENT NEEDS IN A CHRISTIAN MANNER WITHOUT PREJUDICE OR PREFERENCE TO ANY FAITH, IN AN EXPRESSION OF LIVING KINDNESS. X 5 3 569 57 0 0 338945 172377 19070088 20239787 1708536 697318 167205 82955 21284774 21192437 950 1500 0 0 8102106 8440251 0 0 0 11727468 11997669 19830524 20439420 1454250 753017 100353926 0 83330014 0 17023912 0 X AS AN ACTS RETIREMENT-LIFE COMMUNITY, THE EVERGREENS IS COMMITTED TO PROVIDING SECURITY AND PEACE OF MIND TO SENIORS BY BEING THE PRE-EMINENT PROVIDER OF RETIREMENT-LIFE SERVICES, RESPONSIVE TO INDIVIDUAL, SOCIAL, PERSONAL, HEALTH AND SPIRITUAL NEEDS IN A CHRISTIAN ATMOSPHERE GRACED WITH LOVING KINDNESS, DIGNITY, SENSITIVITY, HONESTY, AND RESPECT WITHOUT PREJUDICE OR PREFERENCE. 0 1 17498935 1500 20239787 THE EVERGREENS PROVIDED COMPREHENSIVE LIFE CARE SERVICES TO SENIOR ADULTS AGED 62 AND OLDER THAT INCLUDED INDEPENDENT LIVING HOUSING, DINING AND NUTRITIONAL SERVICES, PASTORAL SERVICES, SECURITY, HOUSEKEEPING, MAINTENANCE SERVICES AND SOCIAL, CULTURAL, EDUCATIONAL, SPIRITUAL AND RECREATIONAL ACTIVITIES. IN ADDITION, WHEN A RESIDENT'S HEALTH CARE NEEDS CHANGED, HOME HEALTH, ASSISTED LIVING, SKILLED NURSING CARE AND HOSPICE SERVICES WERE AVAILABLE. ALL PHYSICAL ACCOMMODATIONS AND SERVICES WERE PROVIDED UNDER THE TERMS OF A FORMAL LIFECARE AGREEMENT WHICH ALSO ASSURED THAT ASSISTED LIVING AND SKILLED NURSING CARE WERE PROVIDED TO RESIDENTS WHEN THEY NEEDED IT, WITHOUT A CHANGE IN THEIR MONTLY FEE, THEREBY OFFERING FURTHER SECURITY AND PEACE OF MIND. IN 2022, THE EVERGREENS SERVED, ON AVERAGE, 174 RESIDENTS IN INDEPENDENT LIVING, 35 RESIDENTS IN ASSISTED LIVING AND 23 RESIDENTS IN SKILLED CARE. 17498935 1 1 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 1 56 0 569 1 0 0 0 0 0 0 0 0 0 0 0 0 X 5 3 0 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NJ X SUSAN AHERN TREASURER 2156618330 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 X GERALD T GRANT CEO & VICE CHAIRMAN 1.00 54.10 X X 0 818586 541934 KAREN I CHRISTENSEN PRESIDENT & CHAIRMAN 1.00 54.10 X X 0 593046 212745 DILIP A KULATHUM DIRECTOR (TO 12/4/22) 0.50 4.60 X 0 0 0 ELIZABETH G LITTEN ESQ DIRECTOR (TO FEBRUARY 2022) 2.00 0.00 X 0 0 0 CONSTANCE MADARA DIRECTOR (TO APRIL 2022) 2.00 0.00 X 0 0 0 HEINZ HEGMANN DIRECTOR 1.00 0.00 X 0 0 0 H BRUCE DETWEILER DIRECTOR 0.50 1.80 X 0 0 0 DANIEL W LAWSON II DIRECTOR 0.50 1.60 X 0 0 0 GLENN D FOX SECRETARY 2.00 48.10 X 0 463488 360930 JONATHAN D GRANT ASSISTANT SECRETARY 1.00 47.10 X 0 381300 25527 SUSAN AHERN TREASURER 1.00 52.10 X 0 313772 30336 PEGGY C VALDIVIA ASSISTANT TREASURER 0.50 48.60 X 0 208602 26391 THOMAS BURKE EXECUTIVE DIRECTOR 40.00 5.00 X 0 199761 8115 REBECCA CASTELLANOS NURSE PRACTITIONER 40.00 0.00 X 125218 0 12165 BRIAN KLOCKE ADMINISTRATOR 40.00 5.00 X 0 108253 5456 KENDRA KENNEY DIRECTOR OF NURSING 40.00 0.00 X 102274 0 4165 GALE DIXON DIRECTOR OF NURSING 40.00 0.00 X 117657 0 7068 345149 3086808 1234832 4 0 1 0 ERNEST BOCK & SONS INC 2800 SOUTHAMPTON ROAD PHILADELPHIA PA 19154 GENERAL CONTRACTOR 3266467 RC TITTER CONSTRUCTION INC 600 RIDLEY CREEK ROAD MEDIA PA 19063 GENERAL CONTRACTOR 1229835 JOHN FORD BUILDERS INC 6469 GROVELAND RD PIPERSVILLE PA 18947 GENERAL CONTRACTOR 1036246 KRAMERMARK ARCHITECTS 27 S MAIN STREET AMBLER PA 19002 ARCHITECTS 420314 NORTON AND ASSOCIATES INC 34 ELM ST COHASSET MA 02025 NURSING TEMPS 400648 13 172377 172377 MONTHLY FEES 623000 11651821 11651821 ENTRANCE FEE AMORTIZATION 623000 4141208 4141208 MEDICAL SERVICES REVENUE 623000 2504891 2504891 MEDICARE 623000 1266642 1266642 ADMINISTRATIVE FEE INCOME 623000 408285 408285 266940 266940 20239787 584010 584010 6372 6372 27157 5777 21380 21380 21380 5814399 5707463 106936 106936 106936 CAFE & CATERING REVENUE 722514 31496 31496 APARTMENT MODIFICATION 623000 29985 29985 DISCOUNTS EARNED 623000 94 94 61575 21192437 20239787 0 780273 1500 1500 6940041 6504114 435927 155632 148417 7215 827538 825719 1819 517040 481369 35671 92465 92465 39778 39778 73547 73547 1175330 1172309 3021 245942 245942 522969 425938 97031 98000 98000 1900137 1900137 25863 23550 2313 1661035 1661035 2907083 2851101 55982 241679 237826 3853 MANAGEMENT SERVICES 1649196 1649196 FOOD 730472 722236 8236 MEDICAL SUPPLIES 157359 157359 PRIMARY CARE SERVICES 149568 149568 327246 236757 90489 20439420 17498935 2940485 0 1920 0 1994432 0 0 724997 0 0 0 0 0 339970 0 0 0 56856743 0 40142133 0 0 0 0 293731 0 100353926 0 3129024 0 30572668 0 49064934 0 563388 0 83330014 0 X 13686728 0 3337184 0 17023912 0 100353926 0 X 753017 -4305248 -13471681 X X 0 1 X 1 1 1 X 209219 115527 742570 338945 172377 1578638 19285643 19199560 18417168 19219538 20301362 96423271 19494862 19315087 19159738 19558483 20473739 98001909 0 0 0 98001909 649818 856216 532122 628096 617539 3283791 649818 856216 532122 628096 617539 3283791 20144680 20171303 19691860 20186579 21091278 101285700 0.96760 0.96580 0.03240 0.03410 X PART III, SECTION A & B: THE CURRENT TAX YEAR ENDED DECEMBER 31, 2022. EFFECTIVE 12/31/2022 AT 11:59 PM, THE EVERGREENS DISSOLVED AND THE REMAINING ASSETS AND LIABILITIES WERE MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132). RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 10438 214085 224523 0 0 3337185 151960 -303470 430576 2755099 3621574 296437 146508 727334 3337185 3735131 77605 191998 383160 3621574 3417825 94273 551643 328610 3735131 3814087 83018 97560 576840 3417825 0.00000 0.00000 0.00000 0 0 0 PART IV, LINE 1B: THE ORGANIZATION ASSISTS RESIDENTS WHO CAN NO LONGER UNDERTAKE THEIR OWN FINANCES BY PROVIDING THEM WITH BANK ACCOUNTS OVER WHICH THE ORGANIZATION PRESIDES AS CUSTODIAN. THE AMOUNTS ARE IMMATERIAL TO INCLUSION IN THE FINANCIAL STATEMENTS. PART V, LINE 4: ENDOWMENTS PROVIDE FOR THE FINANCIAL SECURITY OF RESIDENTS AND PROTECT AGAINST THE FINANCIAL RISKS ASSOCIATED WITH ADVANCED AGE TO MAINTAINING IN RESIDENCE ANY PERSON WHO BECOMES UNABLE TO PAY REGULAR CHARGES; AND TO PROVIDE EMPLOYEES DEVELOPMENT AND TRAINING OPPORTUNITIES WHICH ENHANCE THEIR ABILITY TO MEET THE PHYSICAL, EMOTIONAL, RECREATIONAL, SOCIAL AND SPIRITUAL NEEDS OF THOSE SERVED BY THE ORGANIZATION. EFFECTIVE 12/31/2022 AT 11:59 PM, THE EVERGREENS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132). THE ADMINISTRATIVE EXPENSES REPRESENT THE AMOUNT OF ENDOWMENTS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES. THE ENDOWMENTS WILL CONTINUE TO BE UTILIZED BY ACTS RETIREMENT-LIFE COMMUNITIES, INC. IN ACCORDANCE WITH DONOR INTENT. X 1 0 0 1 0 0 0 0 0 0 0 GERALD T GRANT CEO & VICE CHAIRMAN 0 602062 0 216524 0 0 0 527221 0 14713 0 1360520 0 0 GLENN D FOX SECRETARY 0 364548 0 98940 0 0 0 346217 0 14713 0 824418 0 0 KAREN I CHRISTENSEN PRESIDENT & CHAIRMAN 0 444870 0 148176 0 0 0 194451 0 18294 0 805791 0 0 JONATHAN D GRANT ASSISTANT SECRETARY 0 307944 0 73356 0 0 0 7278 0 18249 0 406827 0 0 SUSAN AHERN TREASURER 0 254606 0 59166 0 0 0 12200 0 18136 0 344108 0 0 PEGGY C VALDIVIA ASSISTANT TREASURER 0 177090 0 31512 0 0 0 8482 0 17909 0 234993 0 0 THOMAS BURKE EXECUTIVE DIRECTOR 0 172012 0 27749 0 0 0 7966 0 149 0 207876 0 0 PART I, LINE 1A THE ORGANIZATION HAS AN ANNUAL BOARD OF DIRECTORS' EDUCATIONAL RETREAT NEAR ONE OR MORE OF THE ORGANIZATION'S COMMUNITIES, WHICH MAY REQUIRE SOME OR ALL BOARD MEMBERS TO TRAVEL. SPOUSES OF BOARD MEMBERS ARE ALSO INVITED TO ATTEND AT THE COMPANY'S EXPENSE. THESE SPOUSES PARTICIPATE IN EDUCATIONAL SESSIONS, SINCE THEY TOO HAVE AN INTEREST IN THE MISSION OF THE ORGANIZATION, FREQUENTLY BECOME INVOLVED IN DISCUSSION OF THEIR SPOUSE'S ROLE AND HOW THE ORGANIZATION FUNCTIONS, AND ALSO MUST PROVIDE ENABLING SUPPORT TO THE BOARD MEMBER. IN ADDITION, SPOUSES ALSO PROVIDE INSIGHT INTO THE EFFECTS OF ORGANIZATIONAL PLANS AND STRATEGIES. AS SUCH, THIS BENEFIT WAS NOT TREATED AS TAXABLE COMPENSATION. PART I, LINE 3 IT HAS BEEN THE PRACTICE OF THE MANAGEMENT COMPANY, ACTS MANAGEMENT SERVICES, INC., TO UTILIZE AN INDEPENDENT COMPENSATION CONSULTANT ON AN APPROXIMATELY BIENNIAL BASIS FOR THE PURPOSE OF REVIEWING THE COMPENSATION PROGRAM FOR THE ORGANIZATION'S TOP MANAGEMENT POSITIONS, RANGING FROM THE COMMUNITY MANAGERS UP TO THE CEO. THE STUDY, THE LATEST VERSION OF WHICH WAS COMPLETED IN 2020, INCLUDES COMPARISON OF NOT-FOR-PROFIT AND FOR-PROFIT COMPETITORS, OPERATING EFFECTIVENESS, IDENTIFICATION OF INDUSTRY SPECIFIC TRENDS OR PRACTICES IN COMPENSATION OR RECRUITMENT/EMPLOYMENT. MEASUREMENT AND ACTION ARE GENERALLY FOCUSED AT THE MEDIAN AND SLIGHTLY ABOVE IN ACCORDANCE WITH LEVELS IDENTIFIED IN THE STUDY. THE REPORTS' FINDINGS ARE REVIEWED WITH THE PARENT BOARD OFFICERS. COMPENSATION ADJUSTMENTS FOR THE PRESIDENT & CEO ARE DETERMINED BY A COMMITTEE OF INDEPENDENT BOARD MEMBERS APPOINTED BY THE CHAIRMAN AND ARE BASED ON THE FINDINGS OF THE MOST RECENT STUDY AND A REVIEW OF PERFORMANCE COMPARED AGAINST OBJECTIVE CRITERIA. THIS DETERMINATION IS REPORTED TO AND APPROVED BY THE BOARD OF DIRECTORS AND IS DOCUMENTED IN WRITING BY THE BOARD CHAIR. SIMILARLY, COMPENSATION ADJUSTMENTS FOR THE MOST SENIOR MEMBERS OF MANAGEMENT REFLECT STUDY FINDINGS AND PERFORMANCE MEASUREMENT AGAINST SPECIFIED CRITERIA AND ARE DETERMINED BY THE CEO AND REVIEWED WITH THE BOARD CHAIR. PART I, LINE 4B OTHER COMPENSATION FOR KAREN I. CHRISTIANSEN, GLENN D. FOX, AND GERALD T. GRANT INCLUDES ACCRUALS FOR A DEFERRED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. THE AMOUNT OF THE CURRENT YEAR ACCRUAL IS $182,251 FOR KAREN I. CHRISTIANSEN (NON-VESTED), $334,017 FOR GLENN D. FOX (NON-VESTED), AND $515,021 FOR GERALD T. GRANT (NON-VESTED). CASH 2022-12-31 3302200 BOOK VALUE 291900132 ACTS RETIREMENT-LIFE COMMUNITIES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 501(C)(3) ACCOUNTS RECEIVABLE 2022-12-31 492934 BOOK VALUE 231900132 ACTS RETIREMENT-LIFE COMMUNITIES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 501(C)(3) INVENTORY 2022-12-31 62133 BOOK VALUE 231900132 ACTS RETIREMENT-LIFE COMMUNITIES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 501(C)(3) PREPAID EXPENSES 2022-12-31 157666 BOOK VALUE 231900132 ACTS RETIREMENT-LIFE COMMUNITIES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 501(C)(3) DEFERRED COSTS 2022-12-31 448343 BOOK VALUE 231900132 ACTS RETIREMENT-LIFE COMMUNITIES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 501(C)(3) INVESTMENTS - PUBLICLY TRADED SECURITIES 2022-12-31 29759660 BOOK VALUE 231900132 ACTS RETIREMENT-LIFE COMMUNITIES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 501(C)(3) LAND BUILDINGS & EQUIPMENT 2022-12-31 61736984 BOOK VALUE 231900132 ACTS RETIREMENT-LIFE COMMUNITIES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 501(C)(3) 1 0 0 0 1 1 1 1 1 1 PART I, LINE 2E: THE FOLLOWING EVERGREENS DIRECTORS AND OFFICERS ARE DIRECTORS AND OFFICERS OF THE TRANSFEREE ORGANIZATION, ACTS RETIREMENT-LIFE COMMUNITIES, INC.: GERALD T. GRANT, KAREN I. CHRISTIANSEN, GLENN D. FOX, H. BRUCE DETWEILER, AND DANIEL W. LAWSON, II. PART I, LINE 6C: THE LIABILITIES OF THE EVERGREENS WERE DISCHARGED IN EFFECT THROUGH THE TRANSFER TO ANOTHER 501(C)(3) ORGANIZATION, ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132), WITH THE UNDERSTANDING THEY WILL BE TIMELY PAID AFTER THE MERGER ON 12/31/2022.AS SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE NOTES AND EVERGREENS' OBLIGATIONS UNDER THE EVERGREENS MASTER INDENTURE, EVERGREENS EXECUTED AND DELIVERED TO THE EVERGREENS MASTER TRUSTEE A FIRST PRIORITY MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING MADE AS OF AUGUST 6, 2019 AND EFFECTIVE AS OF AUGUST 15, 2019 (THE "MORTGAGE"), FOR THE BENEFIT OF THE HOLDERS OF THE NOTES.IN CONNECTION WITH THE MERGER, EVERGREENS RECEIVED THE CONSENT OF ALL OUTSTANDING HOLDERS OF THE 2019 BONDS TO, AMONG OTHER THINGS, (I) PROCEED WITH THE MERGER; (II) SUBSTITUTE AND REPLACE THE EVERGREENS MASTER INDENTURE AND THE NOTES ISSUED THEREUNDER WITH A SERIES 2022C NOTE AND A SERIES 2022D NOTE, RESPECTIVELY, EVIDENCING THE PAYMENT OBLIGATIONS WITH RESPECT TO THE 2019 BONDS PURSUANT TO SUPPLEMENT NO. 43 DATED AS OF DECEMBER 29, 2022 AND EFFECTIVE AS OF DECEMBER 31, 2022 ("SUPPLEMENT NO, 43") TO THE MASTER TRUST INDENTURE DATED AS OF DECEMBER 1, 1996, AS AMENDED AND SUPPLEMENTED (THE "ACTS RETIREMENT-LIFE COMMUNITIES, INC. (ACTS) MASTER INDENTURE") BY AND AMONG ACTS RETIREMENT-LIFE COMMUNITIES, INC, THE OTHER OBLIGATED ISSUERS NAMED THEREIN AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR MASTER TRUSTEE (THE "ACTS MASTER TRUSTEE") PURSUANT TO THE ACTS MASTER INDENTURE; (III) RELEASE THE MORTGAGE AND (IV) MAKE ANY ADDITIONAL CHANGES TO OR AS REFLECTED IN DOCUMENTS AS MAY BE NEEDED IN CONNECTION WITH THE MERGER. THE SERIES 2022C NOTE AND THE SERIES 2022D NOTE REPLACED THE SERIES 2019A MASTER NOTE AND THE SERIES 2019B, RESPECTIVELY, AND THE SERIES 2019A MASTER NOTE AND THE SERIES 2019B MASTER NOTE WAS CANCELLED. THE SERIES 2022C NOTE WAS ISSUED IN A PRINCIPAL AMOUNT OF $23,845,000 AND THE SERIES 2022D NOTE WAS ISSUED IN A PRINCIPAL AMOUNT OF $21,700,000, WHICH REFLECTS THE OUTSTANDING PRINCIPAL AMOUNTS ON THE 2019A AND 2019B BONDS, RESPECTIVELY.THE MERGER IS PERMITTED PURSUANT TO THE TERMS OF THE EVERGREENS MASTER INDENTURE AND THE ACTS MASTER INDENTURE.IN CONNECTION WITH THE MERGER, THE MORTGAGE HAS BEEN SATISFIED AND DISCHARGED PURSUANT TO A DISCHARGE OF MORTGAGE EXECUTED BY U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS MORTGAGEE AND THE MORTGAGE SHALL BE CONSIDERED CANCELLED AND VOID. FORM 990, PART III, LINE 3 EFFECTIVE 12/31/2022 AT 11:59 PM, THE EVERGREENS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132) AS AN OPERATING DIVISION. FORM 990, PART VI, SECTION A, LINE 1A THE EXECUTIVE COMMITTEE HAD THE AUTHORITY TO TRANSACT SUCH BUSINESS AS SHALL BE NECESSARY FOR THE ADMINISTRATION AND OPERATION OF THE CORPORATION BETWEEN BOARD OF DIRECTORS' MEETINGS SUBJECT TO CERTAIN LIMITS SPECIFIED IN THE BYLAWS. FORM 990, PART VI, SECTION A, LINE 3 ACTS MANAGEMENT SERVICES, INC., AN AFFILIATED ENTITY, PROVIDED MANAGEMENT SERVICES TO THE EVERGREENS. FORM 990, PART VI, SECTION A, LINE 4 EFFECTIVE 12/31/2022 AT 11:59 PM, THE EVERGREENS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132) AS AN OPERATING DIVISION. SEE SCHEDULE N FOR THE DISTRIBUTION OF ASSETS UPON DISSOLUTION. FORM 990, PART VI, SECTION A, LINE 6 THE EVERGREENS WAS A NEW JERSEY TAX-EXEMPT ORGANIZATION OF WHICH ACTS RETIREMENT-LIFE COMMUNITIES, INC., A RELATED PENNSYLVANIA TAX-EXEMPT ORGANIZATION (THROUGH ITS WHOLLY OWNED SUBSIDIARY ACTS ACQUISITION AND DEVELOPMENT COMPANY, LLC), WAS THE SOLE MEMBER, SINCE 2/5/18. EFFECTIVE 12/31/2022 AT 11:59 PM, THE EVERGREENS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132) AS AN OPERATING DIVISION. FORM 990, PART VI, SECTION A, LINE 7A ACTS RETIREMENT-LIFE COMMUNITIES, INC., A RELATED PENNSYLVANIA TAX-EXEMPT ORGANIZATION (THROUGH ITS WHOLLY OWNED SUBSIDIARY ACTS ACQUISITION AND DEVELOPMENT COMPANY, LLC), WAS THE SOLE MEMBER OF THE EVERGREENS, SINCE 2/5/2018. AS SOLE MEMBER, IT HAD THE RIGHT TO ELECT THE MEMBERS OF THE ORGANIZATION'S BOARD. EFFECTIVE 12/31/2022 AT 11:59 PM, THE EVERGREENS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132) AS AN OPERATING DIVISION. FORM 990, PART VI, SECTION A, LINE 7B ACTS RETIREMENT-LIFE COMMUNITIES, INC., A RELATED PENNSYLVANIA TAX-EXEMPT ORGANIZATION (THROUGH ITS WHOLLY OWNED SUBSIDIARY ACTS ACQUISITION AND DEVELOPMENT COMPANY, LLC), WAS THE SOLE MEMBER OF THE EVERGREENS, SINCE 2/5/2018. AS SOLE MEMBER, IT HAD THE RIGHT TO APPROVE ALL AMENDMENTS OR ALTERATIONS TO THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS BEFORE CHANGES BECOME EFFECTIVE. EFFECTIVE 12/31/2022 AT 11:59 PM, THE EVERGREENS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132) AS AN OPERATING DIVISION. FORM 990, PART VI, SECTION B, LINE 11B AFTER REVIEW BY THE ACTS' CFO, THE FORM 990 IS REVIEWED, BEFORE FILING, BY THE ACTS BOARD OF DIRECTORS' AUDIT AND COMPLIANCE COMMITTEE, WHICH INCLUDES TWO CERTIFIED PUBLIC ACCOUNTANTS. THE FORM 990 IS THEN PROVIDED TO THE OTHER MEMBERS OF THE EVERGREENS GOVERNING BODY BEFORE FILING. FORM 990, PART VI, SECTION B, LINE 12C A CONFLICT OF INTEREST QUESTIONNAIRE IS COMPLETED ON AN ANNUAL BASIS BY THE ORGANIZATION'S OFFICERS, DIRECTORS AND TRUSTEES. THE OFFICERS AND DIRECTORS REPORT ON ANY FAMILY OR BUSINESS RELATIONSHIPS WITH ANY BOARD MEMBER, OFFICER OR KEY EMPLOYEE OF THE ORGANIZATION AND ITS AFFILIATES. IF ANY FAMILY OR BUSINESS RELATIONSHIPS ARE DISCLOSED, THEY ARE REPORTED ON SCHEDULE L AS APPROPRIATE. IN ADDITION, THE RESPONSES ARE REVIEWED BY THE PRESIDENT & CEO AND CHAIRMAN OF THE BOARD OF DIRECTORS TO DETERMINE IF CONFLICTS ARE PRESENT AND IF SO, THE EXTENT OF THE CONFLICT. FOR CONFLICTS THAT ARISE, THE OFFICER, DIRECTOR OR TRUSTEE MUST RECUSE THEMSELVES FROM PARTICIPATING IN DELIBERATIONS AND DECISIONS THAT INVOLVE THE DETERMINED CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 IT HAS BEEN THE PRACTICE OF THE MANAGEMENT COMPANY, ACTS MANAGEMENT SERVICES, INC., TO UTILIZE AN INDEPENDENT COMPENSATION CONSULTANT ON AN APPROXIMATELY BIENNIAL BASIS FOR THE PURPOSE OF REVIEWING THE COMPENSATION PROGRAM FOR THE ORGANIZATION'S TOP MANAGEMENT POSITIONS, RANGING FROM THE COMMUNITY MANAGERS UP TO THE CEO. THE STUDY, THE LATEST VERSION OF WHICH WAS COMPLETED IN 2020, INCLUDES COMPARISON OF NOT-FOR-PROFIT AND FOR-PROFIT COMPETITORS, OPERATING EFFECTIVENESS, AND IDENTIFICATION OF INDUSTRY SPECIFIC TRENDS OR PRACTICES IN COMPENSATION OR RECRUITMENT/EMPLOYMENT. MEASUREMENT AND ACTION ARE GENERALLY FOCUSED AT THE MEDIAN AND SLIGHTLY ABOVE IN ACCORDANCE WITH LEVELS IDENTIFIED IN THE STUDY. THE REPORTS' FINDINGS ARE REVIEWED WITH THE PARENT BOARD OFFICERS. COMPENSATION ADJUSTMENTS FOR THE PRESIDENT & CEO ARE DETERMINED BY A COMMITTEE OF INDEPENDENT BOARD MEMBERS APPOINTED BY THE CHAIRMAN AND ARE BASED ON THE FINDINGS OF THE MOST RECENT STUDY AND A REVIEW OF PERFORMANCE COMPARED AGAINST OBJECTIVE CRITERIA. THIS DETERMINATION IS REPORTED TO AND APPROVED BY THE BOARD OF DIRECTORS AND IS DOCUMENTED IN WRITING BY THE BOARD CHAIR. SIMILARLY, COMPENSATION ADJUSTMENTS FOR THE MOST SENIOR MEMBERS OF MANAGEMENT REFLECT STUDY FINDINGS AND PERFORMANCE MEASUREMENT AGAINST SPECIFIED CRITERIA AND ARE DETERMINED BY THE CEO AND REVIEWED WITH THE BOARD CHAIR. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICIES ARE FILED WITH NUMEROUS REGULATORY AUTHORITIES AND THEREFORE, ARE AVAILABLE TO THE PUBLIC. IN ADDITION, UPON RECEIPT OF A REQUEST AND ITS REVIEW, THE ORGANIZATION WILL MAKE AVAILABLE SUCH DOCUMENTS, AS DEEMED APPROPRIATE. AUDITED FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC. CERTAIN FINANCIAL STATEMENTS, SUCH AS ANNUAL REPORTS AND QUARTERLY REPORTS, ARE POSTED TO THE ORGANIZATION'S WEBSITE AND ARE ALSO AVAILABLE AT THE COMMUNITY. IN ADDITION, FINANCIAL INFORMATION IS INCLUDED IN THE DISCLOSURE PACKAGES THAT ARE PROVIDED TO PROSPECTIVE RESIDENTS AND MADE AVAILABLE TO THE PUBLIC. CERTAIN OTHER FINANCIAL STATEMENTS ARE ALSO PROVIDED UPON REQUEST. FORM 990, PART VII, COMPENSATION OF OFFICERS* OTHER COMPENSATION INCLUDES ACCRUALS FOR A DEFERRED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR KAREN I. CHRISTIANSEN (NON-VESTED), GLENN D. FOX (NON-VESTED), AND GERALD T. GRANT (NON-VESTED). FORM 990, PART XI, LINE 9: CHANGE IN SPLIT INTEREST AGREEMENTS -294,449. MERGER INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. (EIN 23-1900132) -13,177,232. FORM 990, PART XII, FINANCIAL STATEMENTS AND REPORTING THE PROCESS FOR THE ORGANIZATION'S AUDIT AND COMPLIANCE COMMITTEE OVERSIGHT OF THE ANNUAL AUDIT OF ITS FINANCIAL STATEMENTS AND THOSE OF ITS AFFILIATES HAS NOT CHANGED FROM THE PRIOR YEAR. ACTS RETIREMENT-LIFE COMMUNITIES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 231900132 OWNS AND OPERATES CONTINUING CARE REITREMENT COMMUNITIES PA 501(C)(3) LINE 10 ACTS RETIREMENT SERVICES INC 0 ACTS RETIREMENT SERVICES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 264573260 SUPPORTING ORGANIZATION PA 501(C)(3) LINE 12B, II N/A 0 ACTS SIGNATURE COMMUNITY SERVICES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 264573131 HOSPICE, HOME HEALTH AND PRIMARY CARE SERVICES PA 501(C)(3) LINE 10 ACTS RETIREMENT SERVICES INC 0 ACTS MANAGEMENT SERVICES INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 264573412 CENTRALIZED MANAGEMENT AND DEVELOPMENT SERVICES PA 501(C)(3) LINE 12B, II ACTS RETIREMENT SERVICES INC 0 ACTS LEGACY FOUNDATION INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 912161987 FUNDRAISING DE 501(C)(3) LINE 12A, I ACTS RETIREMENT SERVICES INC 0 PRESBYTERIAN RETIREMENT CORPORATION INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 630770753 CONTINUING CARE RETIREMENT COMMUNITY AL 501(C)(3) LINE 10 ACTS ACQUISITION AND DEVELOPMENT COMPANY LLC 0 HERON POINT OF CHESTERTOWN INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 521530598 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 ACTS ACQUISITION AND DEVELOPMENT COMPANY LLC 0 COPPER RIDGE INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 521750659 LONG-TERM CARE FACILITY MD 501(C)(3) LINE 10 INTEGRACE INC 0 INTEGRACE INC 420 DELAWARE DRIVE FORT WASHINGTON PA 190342711 521710891 OWNS AND OPERATES CONTINUING CARE RETIREMENT COMMUNITIES MD 501(C)(3) LINE 10 ACTS ACQUISITION AND DEVELOPMENT COMPANY LLC 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 1 1 0