2024-11-14T18:58:26-06:00 2023-12-31 873231666 PKF O'CONNOR DAVIES ADVISORY LLC 500 MAMARONECK AVENUE SUITE 301 HARRISON NY 105281633 990 2023-01-01 141514053 FERNCLIFF NURSING HOME COMPANY INC FERN 6466334700 21 FERNCLIFF DRIVE RHINEBECK NY 12572 ANNMARIE COVONE EXECUTIVE VP & CFO 6466334700 2024-11-14 1 1 MELISSA MODELSON P01603524 9143818900 2024-11-05 2023 2024-10-15 13:58:12Z ARCHCARE AT FERNCLIFF NURSING HOME SCOTT P LA RUE 205 LEXINGTON AVENUE - 2ND FLOOR NEW YORK NY 10016 39889693 0 0928 X WWW.ARCHCARE.ORG X 1968 NY SERVING OUR RESIDENTS IN DUTCHESS COUNTY, ARCHCARE AT FERNCLIFF IS A 328-BED SKILLED NURSING AND REHABILITATION CENTER AND 25-REGISTRANT ADULT DAY HEALTH CARE PROGRAM. WE PROVIDE AN EXPERT TEAM OF PHYSICAL, OCCUPATIONAL AND SPEECH THERAPISTS WHO DEVELOP A CUSTOMIZED PLAN TO RESTORE YOU TO YOUR HIGHEST LEVEL OF ABILITIES. OUR STAFF ARE ALL LICENSED PROFESSIONALS WITH OVER 100 YEARS COMBINED EXPERIENCE IN STROKE REHABILITATION, MUSCLE RE-EDUCATION TECHNIQUES, BIOFEEDBACK, WOUND CARE AND WHEELCHAIR ASSISTED TECHNOLOGIES. 21 21 462 27 0 0 3579888 2915418 32445913 36826629 2879 67598 -5560 18951 36023120 39828596 40000 0 0 0 23104176 21765059 0 0 0 16355311 20885341 39499487 42650400 -3476367 -2821804 29261930 31503324 28737906 32301104 524024 -797780 X THE NURSING HOME IS DEVOTED TO CARING FOR THE SICK AND DISABLED WITH COMPASSION IN THE TRADITION OF CATHOLIC HEALTH CARE. IT SEEKS TO DELIVER HIGH QUALITY CARE, TO TREAT ALL PATIENTS WITH DIGNITY, AND TO PROVIDE A CARING ENVIRONMENT FOR PATIENTS AT THE NURSING HOME. AS A PARTICIPATING MEMBER OF THE CATHOLIC HEALTH CARE SYSTEM, THE NURSING HOME IS ALSO COMMITTED TO FURTHERING THE SYSTEM'S ABILITY TO PROMOTE HIGH QUALITY CARE, TO ENHANCE ITS SERVICES, AND TO OPERATE EFFECTIVELY AS A HEALTH CARE SYSTEM. 0 0 32618907 0 28415677 CARE SERVICES AT FERNCLIFF INCLUDE: 24-HOUR SKILLED NURSING SERVICES; SHORT-TERM REHABILITATION SERVICES INCLUDING SPEECH, PHYSICAL AND OCCUPATIONAL THERAPY; CLINICAL AND PHYSICIAN SERVICES INCLUDING DENTAL, OPHTHALMOLOGY AND PODIATRY; LABORATORY & NUTRITION SERVICES; RELIGIOUS SERVICES; IV THERAPY; PAIN MANAGEMENT, AND FAMILY & RESIDENT COUNCILS. IN 2023, THE HOME RENDERED 79,752 NURSING HOME DAYS OF CARE TO 686 PATIENTS. 2279652 0 8410952 THE FACILITY HAS A 38-BED CENTER FOR NEURODEGENERATIVE CARE WHICH CARES FOR PEOPLE WITH HUNTINGTON'S DISEASE, ALS AND OTHER NEURODEGENERATIVE DISORDERS AND SUPPORTS THE PEOPLE WHO CARE ABOUT THEM. THE GOAL IS TO HELP ENABLE THOSE WITH NEURODEGENERATIVE DISORDERS TO LIVE MORE COMFORTABLE AND FULFILLING LIVES, CLOSER TO THE ONES THEY LOVE.IN 2023, THE HOME RENDERED 16,962 NURSING HOME DAYS OF CARE TO 96 PATIENTS. 34898559 1 1 0 1 0 0 0 0 1 0 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 0 0 0 0 0 0 0 1 0 0 0 1 38 0 462 1 0 0 0 0 0 0 0 0 0 0 0 0 X 21 21 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 0 X ANNMARIE COVONE 6466334702 205 LEXINGTON AVE - 2ND FLOOR NEW YORK NY 10016 FRANCIS J SERBAROLI CHAIRMAN 0.10 1.70 X X 0 0 0 THOMAS M O'BRIEN VICE-CHAIR 0.10 1.70 X X 0 0 0 DR TARA A CORTES SECRETARY 0.10 1.70 X X 0 0 0 THOMAS E ALBERTO BOARD MEMBER 0.10 1.70 X 0 0 0 STEVE BUJNO BOARD MEMBER 0.10 1.70 X 0 0 0 JOHN CAHILL BOARD MEMBER 0.10 1.70 X 0 0 0 JOHN T DUNLAP BOARD MEMBER 0.10 1.70 X 0 0 0 MSGR CHARLES J FAHEY BOARD MEMBER, THRU NOV 2023 0.10 1.70 X 0 0 0 THOMAS J FAHEY JR MD BOARD MEMBER 0.10 1.70 X 0 0 0 ERIC P FELDMANN BOARD MEMBER 0.10 1.70 X 0 0 0 SISTER SELINE FLORES BOARD MEMBER 0.10 1.70 X 0 0 0 JOHN GLEASON BOARD MEMBER 0.10 1.70 X 0 0 0 KAREN GRAY BOARD MEMBER 0.10 1.70 X 0 0 0 CLARION E JOHNSON MD BOARD MEMBER 0.10 1.70 X 0 0 0 RORY KELLEHER BOARD MEMBER 0.10 1.70 X 0 0 0 REV MSGR JOSEPH LAMORTE BOARD MEMBER 0.10 1.70 X 0 0 0 RICHARD PARK MD BOARD MEMBER 0.10 1.70 X 0 0 0 KATHRYN ROONEY BOARD MEMBER 0.10 1.70 X 0 0 0 JOSEPH SAPORITO BOARD MEMBER 0.10 1.70 X 0 0 0 GT SWEENEY BOARD MEMBER 0.10 1.70 X 0 0 0 GENNARO VASILE PDD BOARD MEMBER 0.10 1.70 X 0 0 0 BISHOP GERALD WALSH BOARD MEMBER 0.10 1.70 X 0 0 0 SCOTT P LA RUE PRESIDENT & CEO 0.10 38.70 X 0 1640548 412658 ANNMARIE COVONE EXECUTIVE VP/CFO 0.10 38.70 X 0 1093137 309335 MICHAEL J DEYO ADMINISTRATOR 37.50 0.00 X 310374 0 64984 ELORENE WHITE RN 37.50 0.00 X 177951 0 32830 DENISE M SIMMONS CNA 37.50 0.00 X 172371 0 39485 CHRISTINE CASTELLANO NURSING SUPERVISOR 37.50 0.00 X 171683 0 39312 KRISTIN N MARTINO RN 37.50 0.00 X 171579 0 31655 DENISE BURPO CNA 37.50 0.00 X 166310 0 38096 1170268 2733685 968355 31 0 1 0 SANO-RUBIN CONSTRUCTION 624 DELAWARE AVENUE ALBANY NY 12209 CONSTRUCTION SERVICES 2812872 MORRISON COMMUNITY LIVING PO BOX 102289 ATLANTA GA 30368 FOOD SERVICES 1974375 TWC STAFFING AGENCY 205 LEXINGTON AVENUE 2ND FLOOR NEW YORK NY 10016 STAFFING AGENCY 1053579 CATHOLIC HEALTH CARE SYSTEM 205 LEXINGTON AVENUE 2ND FLOOR NEW YORK NY 10016 ADMINISTRATIVE SERVICES 653919 IRONSIDE HUMAN RESOURCES LLC PO BOX 674840 DALLAS TX 75267 STAFFING AGENCY 587036 19 1644 2266561 647213 2915418 MEDICAID 623000 22693065 22693065 PRIVATE PATIENT 623000 8045208 8045208 MEDICARE 623000 5399723 5399723 OTHER PATIENT REVENUE 623000 688633 688633 36826629 67598 67598 54328 61097 -6769 -6769 REBATES 900099 18623 18623 VENDING MACHINE 900099 5268 5268 INCOME ON PAST DUE ACCOUNTS 900099 1648 1648 181 181 25720 39828596 36826629 0 86549 X 327126 327126 14892347 13921674 970673 1293507 1194529 98978 3458665 3166109 292556 1793414 1641715 151699 2197400 2197400 69776 69776 51500 51500 13167 13167 7432900 7037826 395074 11041 11041 2902501 2102382 800119 505055 505055 919974 863137 56837 39282 30106 9176 304547 304547 1534997 1534997 548832 548832 NYS CASH RECEIPT ASSMNT 1876245 1876245 MEDICAL SUPPLIES 697209 697209 BAD DEBT EXPENSE 632436 632436 PRESCRIPTION DRUGS 486125 486125 662354 346505 315849 42650400 34898559 7751841 0 150490 24380 4975090 1787647 3904624 4824205 316585 38026 280706 328989 62160266 42392825 16604601 19767441 0 1800000 3029834 2932636 29261930 31503324 5307148 6948325 760062 106770 569582 585174 2987950 2655650 19113164 22005185 28737906 32301104 X 513083 -808721 10941 10941 524024 -797780 29261930 31503324 X -2821804 1500000 X X 0 1 X 1 1 1 X 86055 5185011 6851293 3579888 2915418 18617665 37611686 34223989 31230623 32445913 36826629 172338840 37697741 39409000 38081916 36025801 39742047 190956505 0 0 0 190956505 203 1267 98 2879 67598 72045 203 1267 98 2879 67598 72045 305901 114334 89862 41971 80048 632116 38003845 39524601 38171876 36070651 39889693 191660666 0.99630 0.99690 0.00040 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: REBATES - 2019 AMOUNT: $ 525. 2020 AMOUNT: $ 1,016. 2023 AMOUNT: $ 18,623. MEDICAL RECORD ABSTRACTS - 2019 AMOUNT: $ 1,913. 2020 AMOUNT: $ 612. 2021 AMOUNT: $ 37. 2023 AMOUNT: $ 181. INCOME PAST DUE ACCOUNTS - 2019 AMOUNT: $ 25,683. 2020 AMOUNT: $ 8,938. 2021 AMOUNT: $ 9,307. 2022 AMOUNT: $ 1,375. 2023 AMOUNT: $ 1,648. VENDING MACHINE - 2022 AMOUNT: $ 2,666. 2023 AMOUNT: $ 5,268. REIMBURSEMENT FROM AFFILIATES - 2019 AMOUNT: $ 276,963. 2020 AMOUNT: $ 69,966. 2021 AMOUNT: $ 32,265. OTHER INCOME - 2019 AMOUNT: $ 817. 2020 AMOUNT: $ 600. 2021 AMOUNT: $ 3,358. 2022 AMOUNT: $ 222. BEAUTY PARLOR - 2020 AMOUNT: $ 5,656. 2021 AMOUNT: $ 11,176. 2022 AMOUNT: $ 19,631. 2023 AMOUNT: $ 24,904. COFFEE SHOP - 2020 AMOUNT: $ 27,546. 2021 AMOUNT: $ 33,719. 2022 AMOUNT: $ 18,077. 2023 AMOUNT: $ 29,424. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 13167 13167 0 PART II-B, LINE 1: AMOUNTS REPORTED ON LINE 1I REPRESENTS THE PORTION OF MEMBERSHIP DUES PAID BY THE ORGANIZATION TO PROFESSIONAL ASSOCIATIONS AND SIMILAR ORGANIZATIONS ATTRIBUTABLE TO LOBBYING ACTIVITIES. 0 1 X 125000 125000 48762905 35935354 12827551 8006422 6200389 1806033 5265939 257082 5008857 19767441 OTHER ASSETS 18993 OTHER RECEIVABLES 198704 DUE FROM THIRD PARTY PAYORS 981921 INSURANCE RECOVERIES RECEIVABLE 1733018 2932636 ASSET RETIREMENT OBLIGATION 65600 DUE TO RELATED PARTIES 13464590 SELF INSURED LIABILITIES 53036 PROFESSIONAL LIABILITIES 1733018 DUE TO THIRD PARTY PAYORS 681426 LOAN PAYABLE TO RELATED PARTIES 4174187 DUE TO NUVANCE HEALTH 1833328 22005185 X 38893370 61097 61097 38832273 996323 996323 39828596 41715174 61097 61097 41654077 996323 996323 42650400 PART IV, LINE 2B: RESIDENTS' FUNDS ARE HELD BY THE HOME ON BEHALF OF THE RESIDENTS. SUCH FUNDS REPRESENT ALLOWANCES RECEIVED BY RESIDENTS AS WELL AS OTHER RESIDENTS' FUNDS DEPOSITED WITH THE HOME FOR SAFEKEEPING. THESE FUNDS ARE DISBURSED BY THE HOME AT THE REQUEST OF, OR ON BEHALF OF, RESIDENTS FOR THEIR PERSONAL USE. 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, 2020. PART XI, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD REPORTED ON PART VIII, LINE 10B 61,097. PART XI, LINE 4B - OTHER ADJUSTMENTS: RECLASS OF BAD DEBT EXPENSE TO PART IX, LINE 24 632,436. RECLASS ATI CREIDT TO PART VIII, LINE 1E 363,887. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD REPORTED ON PART VIII, LINE 10B 61,097. PART XII, LINE 4B - OTHER ADJUSTMENTS: RECLASS OF BAD DEBT EXPENSE TO PART IX, LINE 24 632,436. RECLASS ATI CREIDT TO PART VIII, LINE 1E 363,887. 0 1 0 0 0 0 0 1 0 SCOTT P LA RUE PRESIDENT & CEO 0 1342689 0 135259 0 162600 0 387935 0 24723 0 2053206 0 296164 ANNMARIE COVONE EXECUTIVE VP/CFO 0 879723 0 114980 0 98434 0 273684 0 35651 0 1402472 0 199482 MICHAEL J DEYO ADMINISTRATOR 267546 0 34134 0 8694 0 64984 0 0 0 375358 0 34134 0 DENISE M SIMMONS CNA 172371 0 0 0 0 0 11359 0 28126 0 211856 0 0 0 CHRISTINE CASTELLANO NURSING SUPERVISOR 171683 0 0 0 0 0 3661 0 35651 0 210995 0 0 0 ELORENE WHITE RN 177951 0 0 0 0 0 3794 0 29036 0 210781 0 0 0 DENISE BURPO CNA 166310 0 0 0 0 0 10960 0 27136 0 204406 0 0 0 KRISTIN N MARTINO RN 171579 0 0 0 0 0 3658 0 27997 0 203234 0 0 0 PART I, LINE 3 CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE UNDERTAKES A RIGOROUS PROCESS TO ENSURE THAT ITS EXECUTIVE COMPENSATION IS REASONABLE. TOWARD THAT END, THE BOARD OF TRUSTEES HAS A COMPENSATION COMMITTEE OF INDEPENDENT PERSONS THAT HAVE NO PERSONAL INTEREST IN ANY PROPOSED COMPENSATION ARRANGEMENT. THE BOARD ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT WHO CONDUCTED INDEPENDENT RESEARCH AND UTILIZED A WIDE RANGE OF INDUSTRY DATA TO DEVELOP COMPARABILITY OR BENCHMARKING DATA FOR APPROPRIATE LEVELS OF COMPENSATION FOR TOP MANAGEMENT, OFFICERS, AND KEY EMPLOYEES. THE CONSULTANT PROJECTED THE DATA FOR THE FOLLOWING THREE YEARS FOR EACH SALARY LEVEL. THE COMPENSATION COMMITTEE, TAKING THE CONSULTANT'S RECOMMENDATIONS UNDER ADVISEMENT, HELD A MEETING AT WHICH CONTEMPORANEOUS MINUTES WERE KEPT AND AT THAT MEETING DETERMINED TO MAKE RECOMMENDATIONS TO THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES THEN CONSIDERED AND APPROVED THE RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, WHICH APPROVAL WAS RECORDED IN THE MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES. IN 2023, THE CONSULTANT UPDATED ITS REVIEW OF THE COMPENSATION STRUCTURE OF TOP MANAGEMENT, OFFICERS, AND KEY EMPLOYEES FOLLOWING THE METHOD DESCRIBED ABOVE. IN ADDITION, THE ORGANIZATION UPDATED ITS REVIEW OF THE COMPENSATION STRUCTURE FOR ALL OTHER POSITIONS (NON-UNION). PART I, LINE 4B SCOTT P. LA RUE AND ANNMARIE COVONE PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE DISTRIBUTED $160,905 TO SCOTT AND $84,502 TO ANNMARIE IN THEIR 2023 W-2S. PART I, LINE 7 THE ORGANIZATION PAID DISCRETIONARY BONUSES TO CERTAIN INDIVIDUALS LISTED IN PART II AS REPORTED IN COLUMN B(II) FOR THE APPLICABLE INDIVIDUALS. FORM 990, PART VI, SECTION A, LINE 3 THE ORGANIZATION HAS A MANAGEMENT AGREEMENT FOR CERTAIN ADMINISTRATIVE AND CONSULTING SERVICES WITH CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE. CATHOLIC HEALTH CARE SYSTEM SHALL PROVIDE HUMAN RESOURCES, IT SERVICES, FINANCE SERVICES, LEGAL SERVICES, COMPLIANCE, AND SUPPLY CHAIN MANAGEMENT TO THE ORGANIZATION. ANNMARIE COVONE AND SCOTT LARUE (OFFICERS OF THE FILING ORGANIZATION) WERE PAID BY CATHOLIC HEALTH CARE SYSTEM. THEIR 2023 COMPENSATION IS REPORTED IN PART VII, SECTION A AND SCHEDULE J, PART II. CATHOLIC HEALTH CARE SYSTEM WAS PAID $2,197,400 IN 2023 FOR THESE SERVICES. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE "MEMBER" IS CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE. FORM 990, PART VI, SECTION A, LINE 7A THE SOLE "MEMBER" HAS THE RIGHT TO APPOINT AND REMOVE MEMBERS OF THE BOARD OF TRUSTEES, APPOINT THE CHAIRMAN OF THE BOARD, AMEND THE BY-LAWS AND CERTIFICATE OF INCORPORATION AND APPROVE SUBSTANTIAL TRANSACTIONS. FORM 990, PART VI, SECTION A, LINE 7B THE SOLE "MEMBER" HAS THE RIGHT TO AMEND THE BY-LAWS AND CERTIFICATE OF INCORPORATION AND APPROVE SUBSTANTIAL TRANSACTIONS. FORM 990, PART VI, SECTION B, LINE 11B FERNCLIFF HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS ESTABLISHED THE FOLLOWING REVIEW PROCESS TO ENSURE THAT THE INFORMATION REPORTED IS COMPLETE AND ACCURATE. WHEN THE FORM 990 HAS BEEN PREPARED, REVIEWED BY MANAGEMENT AND IS READY TO BE FILED WITH THE INTERNAL REVENUE SERVICE, IT IS ELECTRONICALLY SENT TO THE BOARD MEMBERS OF THE ORGANIZATION FOR ANY COMMENTS. ANY COMMENTS ARE THEN GROUPED, SUMMARIZED AND PROVIDED TO THE OUTSIDE ACCOUNTANTS. EACH ISSUE IS DOCUMENTED AND ADDRESSED UNTIL THE RETURN IS FINALIZED AND APPROVED FOR FILING. FORM 990, PART VI, SECTION B, LINE 12C THE POLICY ON CONFLICTS OF INTEREST IS DESIGNED TO PROVIDE GUIDANCE TO ALL MEMBERS OF THE BOARD, THE OFFICERS OF THE ORGANIZATION, AND TO ALL PERSONS EMPLOYED BY THE ORGANIZATION. A BOARD MEMBER OR OFFICER SHALL DISCLOSE ANY CONFLICT OF INTEREST OF WHICH HE OR SHE HAS KNOWLEDGE: (A) PRIOR TO VOTING ON OR OTHERWISE DISCHARGING HIS OR HER DUTIES WITH RESPECT TO ANY MATTER INVOLVING THE CONFLICT WHICH COMES BEFORE THE BOARD OR ANY COMMITTEE OF THE BOARD; (B) PRIOR TO ENTERING INTO ANY CONTRACT OR TRANSACTION INVOLVING THE ORGANIZATION; (C) AS SOON AS POSSIBLE AFTER THE BOARD MEMBER OR OFFICER SHALL LEARN OF A CONFLICT OF INTEREST IN ANY OTHER CONTEXT. DISCLOSURE OF THE MATERIAL FACTS SURROUNDING THE BOARD MEMBER OR OFFICER'S CONFLICT OF INTEREST SHALL BE MADE TO THE SECRETARY OF THE BOARD OF MANAGERS OR, IN THE CASE OF A COMMITTEE, TO THE CHAIRPERSON OF THAT COMMITTEE (WHO SHALL NOTIFY THE SECRETARY). THE SECRETARY OR COMMITTEE CHAIRPERSON SHALL INFORM THE OTHER MEMBERS OF THE BOARD OR COMMITTEES PRIOR TO ANY ACTION THEREON. FAILURE TO DISCLOSE ADEQUATELY A POTENTIAL OR ACTUAL CONFLICT OF INTEREST SHALL CONSTITUTE CAUSE FOR REMOVAL FROM THE BOARD. FOLLOWING RECEIPT OF INFORMATION CONCERNING A CONTRACT OR TRANSACTION INVOLVING A POTENTIAL CONFLICT OF INTEREST, THE BOARD SHALL CONSIDER THE MATERIAL FACTS CONCERNING THE PROPOSED CONTRACT OR TRANSACTION, INCLUDING THE PROCESS BY WHICH THE DECISION WAS MADE TO RECOMMEND ENTERING INTO THE ARRANGEMENT ON THE TERMS PROPOSED. (A) AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, HE OR SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. AN INTERESTED BOARD MEMBER MAY NOT BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE BOARD OR COMMITTEE AT WHICH DISCUSSION OR A VOTE ON THE TRANSACTION OR ARRANGEMENT TAKES PLACE. (B) AN INTERESTED BOARD MEMBER OR OFFICER SHALL NOT USE PERSONAL INFLUENCE WITH REGARD TO THE BOARD'S DETERMINATION THAT A CONFLICT EXISTS OR THE BOARD'S VOTE ON THE MATTER. (C) IF APPROPRIATE, THE CHAIRPERSON SHALL APPOINT A DISINTERESTED PERSON OR A COMMITTEE OF THE BOARD TO CONDUCT AN ASSESSMENT OF FAIR MARKET VALUE FOR A PARTICULAR TRANSACTION, OR TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. (D) THE BOARD SHALL APPROVE ONLY THOSE CONTRACTS OR TRANSACTIONS IN WHICH THE TERMS ARE FAIR AND REASONABLE TO THE ORGANIZATION AND THE ARRANGEMENTS ARE CONSISTENT WITH THE BEST INTERESTS OF THE ORGANIZATION. THE MINUTES OF THE BOARD AND OF ALL COMMITTEES WITH BOARD DELEGATED POWERS SHALL CONTAIN THE FOLLOWING WITH REGARD TO CONSIDERATION OF ANY MATTER INVOLVING A CONFLICT OF INTEREST: (A) THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL OR OTHER INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S OR COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED; (B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSION AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, A SUMMARY OF THE CONTENT OF THE DISCUSSION, INCLUDING CONSIDERATION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT AND THE NATURE OF AND SOURCE OF ANY DATA RELIED UPON IN MAKING AN ASSESSMENT OF FAIR MARKET VALUE, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH; AND (C) IN ANY CASE WHEN THE BOARD APPROVES AN ARRANGEMENT OR TRANSACTION INVOLVING A CONFLICT OF INTEREST, THE MINUTES OF THE MEETING SHALL SET FORTH THE BASIS FOR THE BOARD'S DECISION. AN EMPLOYEE OF THE ORGANIZATION WITH A POTENTIAL CONFLICT OF INTEREST IN A PARTICULAR MATTER SHALL PROMPTLY AND FULLY DISCLOSE THE POTENTIAL CONFLICT TO HIS OR HER SUPERVISOR. THE EMPLOYEE SHALL THEREAFTER REFRAIN FROM PARTICIPATING IN ANY DECISIONS RELATING TO THE MATTER AND FOLLOW THE DIRECTION OF THE SUPERVISOR AS TO HOW THE ORGANIZATION'S DECISIONS WHICH ARE THE SUBJECT OF THE CONFLICT WILL BE DETERMINED. THE COMPLIANCE DIRECTOR OF THE ORGANIZATION SHALL BE RESPONSIBLE FOR DETERMINING THE PROPER WAY FOR THE ORGANIZATION TO HANDLE THE ORGANIZATION'S DECISIONS WHICH INVOLVE UNRESOLVED EMPLOYEE CONFLICTS OF INTEREST. IN MAKING SUCH DETERMINATIONS, THE COMPLIANCE DIRECTOR OF THE ORGANIZATION MAY CONSULT WITH LEGAL COUNSEL, AS APPROPRIATE. THE COMPLIANCE DIRECTOR OF THE ORGANIZATION SHALL REPORT TO THE BOARD AT LEAST ANNUALLY CONCERNING EMPLOYEE CONFLICTS OF INTEREST WHICH HAVE BEEN DISCLOSED AND CONTRACTS AND TRANSACTIONS INVOLVING EMPLOYEE CONFLICTS WHICH THE SECRETARY OF THE ORGANIZATION'S BOARD OF MANAGERS HAS APPROVED. EACH BOARD MEMBER, OFFICER, MEMBER OF A COMMITTEE WITH BOARD DELEGATED POWERS, AND KEY EMPLOYEE OF THE ORGANIZATION SHALL SIGN A STATEMENT WITHIN 30 DAYS OF ASSUMING SUCH RESPONSIBILITY, AND ANNUALLY THEREAFTER, AFFIRMING THAT SUCH PERSON: (A) HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY; (B) HAS READ AND UNDERSTANDS THE POLICY; (C) HAS AGREED TO COMPLY WITH THE POLICY; AND (D) UNDERSTANDS THAT THE ORGANIZATION CANNOT ENGAGE IN A TRANSACTION OR ENTER INTO A COMPENSATION ARRANGEMENT WITH BOARD MEMBERS, OFFICERS, SENIOR STAFF MEMBERS, OR OTHERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE ORGANIZATION THAT PROVIDES AN ECONOMIC BENEFIT TO SUCH PERSON IN EXCESS OF THE CONSIDERATION OR SERVICES THAT THE ORGANIZATION RECEIVES IN RETURN. IN ADDITION, THOSE INDIVIDUALS COMPLETING THE STATEMENT ARE ALSO REQUIRED TO DISCLOSE PERSONAL OR OTHER BUSINESS INTERESTS THAT COULD GIVE RISE TO CONFLICTS WITH THEIR ROLE WITH ARCHCARE. THESE STATEMENTS ARE SUMMARIZED AND PROVIDED TO THE GOVERNING BODY ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15B THE CORPORATION UNDERTAKES A RIGOROUS PROCESS TO ENSURE THAT ITS EXECUTIVE COMPENSATION IS REASONABLE AND COMPETITIVE. TOWARD THAT END, THE BOARD OF TRUSTEES HAS A COMPENSATION COMMITTEE OF INDEPENDENT PERSONS THAT HAVE NO PERSONAL INTEREST IN ANY PROPOSED COMPENSATION ARRANGEMENT. THE BOARD ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT WHO CONDUCTED INDEPENDENT RESEARCH AND UTILIZED A WIDE RANGE OF INDUSTRY DATA TO DEVELOP COMPARABILITY OR BENCHMARKING DATA FOR APPROPRIATE LEVELS OF COMPENSATION FOR TOP MANAGEMENT, OFFICERS, AND KEY EMPLOYEES. IN ADDITION, THE CONSULTANT CREATED A COMPENSATION STRUCTURE FOR ALL OTHER POSITIONS (NON-UNION). THIS STRUCTURE IS REVIEWED EVERY THREE YEARS. THE CONSULTANT REVIEWS EXECUTIVE COMPENSATION ANNUALLY AND REVIEWS THESE RESULTS WITH THE COMPENSATION COMMITTEE. THE CONSULTANT PROJECTED THE DATA FOR THE FOLLOWING THREE YEARS FOR EACH SALARY LEVEL. THE COMPENSATION COMMITTEE, TAKING THE CONSULTANT'S RECOMMENDATIONS UNDER ADVISEMENT, HELD A MEETING AT WHICH CONTEMPORANEOUS MINUTES WERE KEPT AND AT THAT MEETING DETERMINED TO MAKE RECOMMENDATIONS TO THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES THEN CONSIDERED AND APPROVED THE RECOMMENDATIONS OF THE COMPENSATION COMMITTEE, WHICH APPROVAL WAS RECORDED IN THE MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES. IN 2023, THE CONSULTANT UPDATED ITS REVIEW OF THE COMPENSATION STRUCTURE OF TOP MANAGEMENT, OFFICERS, AND KEY EMPLOYEES FOLLOWING THE METHOD DESCRIBED ABOVE. IN ADDITION, THE ORGANIZATION UPDATED ITS REVIEW OF THE COMPENSATION STRUCTURE FOR ALL OTHER POSITIONS (NON-UNION). FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS FORM 990 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. THE RETURN IS POSTED ON GUIDESTAR.ORG AND OTHER SIMILAR TYPES OF WEBSITES. IN ADDITION, THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION, AND BY-LAWS ARE ALSO AVAILABLE UPON WRITTEN REQUEST OR BY CALLING THE ORGANIZATION DIRECTLY. THE ORGANIZATION ALSO FILES AN ANNUAL COST REPORT WITH THE NEW YORK STATE DEPARTMENT OF HEALTH WHICH CONTAINS FINANCIAL STATEMENTS AND RELATED NOTE DISCLOSURES. THIS COST REPORT IS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G CONSULTING: PROGRAM SERVICE EXPENSES 253,843. MANAGEMENT AND GENERAL EXPENSES 16,780. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 270,623. HEALTH MANAGEMENT CONSULTING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 3,974. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,974. ENGINEERING FEES: PROGRAM SERVICE EXPENSES 192,925. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 192,925. PHYSICIAN FEES, RNS, LPNS, ETC.: PROGRAM SERVICE EXPENSES 4,648,728. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,648,728. TEMPORARY SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 2,425. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,425. COLLECTION FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 61,815. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 61,815. BILLING SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 310,080. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 310,080. FOOD SERVICES: PROGRAM SERVICE EXPENSES 1,381,047. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,381,047. LAUNDRY FEES: PROGRAM SERVICE EXPENSES 285,133. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 285,133. HOUSEKEEPING: PROGRAM SERVICE EXPENSES 253,992. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 253,992. LAB FEES: PROGRAM SERVICE EXPENSES 22,158. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 22,158. FORM 990, PART XI, LINE 9: TRANFER OF EQUITY FROM CATHOLIC HEALTH CARE SYSTEM 1,500,000. FORM 990, PART XII, LINE 2C: THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THIS PROCESS DID NOT CHANGE FROM THE PRIOR YEAR. ARCHCARE COMMUNITY SERVICE INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 813563801 PROVIDE COMMUNITY AND PASTORAL SERVICES AND SUPPORTIVE HOUSING NY 501(C)(3) LINE 12B, II CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 BENEFICE ADVANTAGE INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 134201050 DORMANT/PROVIDE ADMIN., BENEFITS COORDINATING AND OTHER SERVICES TO ARCHCARE NY 501(C)(3) LINE 1 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 BROOKLYN VISITING NURSE FOUNDATION 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 113312248 DORMANT/RAISE FUNDS FOR AFFILIATED ORGANIZATIONS NY 501(C)(3) LINE 12B, II VISITING NURSE REGIONAL HEALTH CARE SYSTEM INC 0 CALVARY FUND INC 1740 EASTCHESTER ROAD BRONX NY 10461 133259649 SUPPORT CALVARY HOSPITAL NY 501(C)(3) LINE 12A, I CALVARY HOLDING COMPANY INC 0 CALVARY HOLDING COMPANY 1740 EASTCHESTER ROAD BRONX NY 10461 061531426 SUPPORT THE CALVARY HOSPITAL AND ITS AFFILIATED ORGANIZATIONS NY 501(C)(3) LINE 12A, I CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 CALVARY HOSPITAL INC 1740 EASTCHESTER ROAD BRONX NY 10461 131740274 OPERATE A TAX EXEMPT HOSPITAL NY 501(C)(3) LINE 3 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 CARMEL RICHMOND NURSING HOME INC 88 OLD TOWN ROAD STATEN ISLAND NY 103044299 132720248 OPERATE SKILLED NURSING FACILITY & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 CATHOLIC HEALTH CARE FOUNDATION OF THE ARCHDIOCESE OF NY INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 134054158 PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) LINE 7 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 133896624 MGT SVCS FOR HEALTH-RELATED FACILITIES IN THE ARCHDIOCESE NY 501(C)(3) LINE 10 PROVIDENCE HEALTH SERVICES 0 CATHOLIC MANAGED LONG TERM CARE INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 208180809 OPERATE A MANAGED LONG-TERM CARE PLAN NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 CATHOLIC RESOURCES INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 261306110 PROVIDE PARISH OUTREACH SERVICES & SOCIAL & HEALTH CARE SERVICE INFORMATION NY 501(C)(3) LINE 1 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 DOMINICAN SISTERS FAMILY HEALTH SERVICE INC 299 NORTH HIGHLAND AVENUE OSSINING NY 10562 131740242 HOME HEALTH AGENCY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 EMPIRE STATE HOME CARE SERVICES 15 METROTECH CENTER 11FL BROOKLYN NY 11201 113618585 HOME HEALTH CARE SERVICES NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 FAMILY HOME HEALTH CARE INC 65 SOUTH BOARDWAY TARRYTOWN NY 10591 133831377 HOME CARE NY 501(C)(3) LINE 10 DOMINICAN SISTERS FAMILY HEALTH SERVICE INC 0 KATERI RESIDENCE 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 133086309 DORMANT/OPERATE SKILLED NURSING FACILITY & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 MARY MANNING WALSH NURSING HOME COMPANY INC 1339 YORK AVENUE NEW YORK NY 100214707 136220617 OPERATE SKILLED NURSING FACILITY & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 OUR LADY OF MERCY FUND OF NEW YORK NY 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 133452084 DORMANT/PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) LINE 7 OUR LADY OF MERCY HEALTHCARE SYSTEM INC 0 OUR LADY OF MERCY HEALTHCARE SYSTEM INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 133395946 DORMANT/PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) LINE 12A, I CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 PROVIDENCE HEALTH SERVICES 1011 1ST AVENUE NEW YORK NY 10022 133354940 SPONSOR OF CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE NY 501(C)(3) LINE 3 N/A 0 PROVIDENCE REST 3304 WATERBURY AVENUE BRONX NY 10465 131740301 OPERATE SKILLED NURSING FACILITY & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 ST TERESA'S NURSING HOME INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 237012219 DORMANT/OPERATE SKILLED NURSING FACILITY & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 ST THERESA'S RESIDENCE 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 133110063 DORMANT/INTERMEDIATE CARE FACILITY FOR DEVELOPMENTALLY DISABLED NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 ST VINCENT DE PAUL RESIDENCE 900 INTERVALE AVENUE BRONX NY 10459 133598842 OPERATE SKILLED NURSING FACILITY & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 TERENCE CARDINAL COOKE HEALTH CARE CENTER 1249 FIFTH AVENUE NEW YORK NY 10029 133007801 OPERATE SKILLED NURSING FACILITY & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 ULSTER HOME CARE INC PO BOX 1850 KINGSTON NY 12402 141702962 HOME CARE NY 501(C)(3) LINE 10 UMC INC 0 ULSTER HOME HEALTH SERVICES INC PO BOX 1850 KINGSTON NY 12402 141513989 HOME CARE NY 501(C)(3) LINE 10 UMC INC 0 UMC INC PO BOX 1850 KINGSTON NY 12402 141701702 MANAGEMENT SERVICES NY 501(C)(3) LINE 12B, II CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 VISITING NURSE ASSOCIATION OF BROOKLYN INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 111977434 DORMANT/HOME HEALTH CARE NY 501(C)(3) PF VISITING NURSE REGIONAL HEALTH CARE SYSTEM INC 0 VISITING NURSE REGIONAL HEALTH CARE SYSTEM INC 205 LEXINGTON AVE 2ND FLOOR NEW YORK NY 10016 113574017 DORMANT/SUPPORT AND MANAGEMENT SERVICES FOR ITS AFFILIATES NY 501(C)(3) PF CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 EGER HEALTH CARE AND REHABILITATION CENTER 140 MEISNER AVENUE STATEN ISLAND NY 10306 133524533 OPERATE SKILLED NURSING FACILITY & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 ST AGNES HOSPITAL 305 NORTH STREET WHITE PLAINS NY 10605 131740121 DORMANT/ OPERATE A HOSPITAL NY CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE C 0 0 0 1 1 1 0 0 0 0 1 0 1 1 0 1 1 1 0 0