2020-11-16T15:02:16-06:00 2019-12-31 271728945 PKF O'CONNOR DAVIES LLP 500 MAMARONECK AVENUE HARRISON NY 105281633 990 2019-01-01 136220617 MARY MANNING WALSH NURSING HOME CO INC MARY 6466334700 1339 YORK AVENUE NEW YORK NY 100214707 ANNMARIE COVONE EXECUTIVE VP & CFO 6466334700 2020-11-16 1 GARRETT M HIGGINS P00543209 9143818900 2020-11-16 24.190.81.120 2020-11-16 15:02:12 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 9616F4B14A694591D1E716C270910E6FA5556DA3 2019 2021-01-29 14:40:06Z ARCHCARE AT MARY MANNING WALSH HOME SCOTT P LA RUE 205 LEXINGTON AVENUE - 2ND FLOOR NEW YORK NY 10016 73912930 0 0928 X WWW.ARCHCARE.ORG X 1967 NY ARCHCARE AT MARY MANNING WALSH IS A 362-BED SKILLED NURSING AND REHABILITATION CENTER SERVING THE UPPER EAST SIDE NEIGHBORHOOD OF MANHATTAN.SKILLED NURSING IS AVAILABLE TO ALL RESIDENTS ACCORDING TO THEIR NEEDS. THERE IS A NURSING STATION NEAR THE MIDDLE OF EACH FLOOR AND A GERIATRIC ATTENDANT THAT IS ASSIGNED TO HELP RESIDENTS.THE BUILDING'S MANY PUBLIC SPACES, INCLUDING AN OUTDOOR TERRACE ON THE 7TH FLOOR, HOST ACTIVITIES TO MEET INDIVIDUAL NEEDS AND PROVIDE OPPORTUNITIES FOR SOCIALIZATION. WHILE THE CONCOURSE LEVEL COFFEE SHOP IS A FAVORITE MEETING PLACE FOR FAMILY AND FRIENDS, MANY RESIDENTS ARE MOST FOND OF THE WALSH HOME'S EMERALD LOUNGE WHERE MANY GATHER FOR COCKTAILS AND COMPANIONSHIP EACH EVENING. EVENTS CALENDARS ARE POSTED AT NURSES' STATIONS, IN ELEVATORS AND IN THE MAIN DINING ROOM. WITH THE HELP OF AN ACTIVE FAMILY CIRCLE AND A STRONG VOLUNTEER PROGRAM, THE WALSH HOME IS ABLE TO OFFER ITS RESIDENTS HIGHLY SATISFYING ACTIVITIES TO FILL THEIR DAYS. 18 18 605 323 0 0 5780666 1399270 61783442 63419264 1905482 1628277 27074 94638 69496664 66541449 0 0 0 0 36144030 35690536 0 0 0 29721212 28976470 65865242 64667006 3631422 1874443 66050066 67894930 13399696 14046018 52650370 53848912 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 55977651 63403847 CARE SERVICES AT MARY MANNING WALSH INCLUDE: 24-HOUR SKILLED NURSING SERVICES; SHORT-TERM REHABILITATION SERVICES INCLUDING SPEECH, PHYSICAL AND OCCUPATIONAL THERAPY; CLINICAL AND PHYSICIAN SERVICES INCLUDING CONSULTING PHYSICIANS FOR DENTAL, OPHTHALMOLOGY, AND PODIATRY; LABORATORY SERVICES; RELIGIOUS SERVICES; RECREATION THERAPY; RADIOLOGY SERVICES; NUTRITION SERVICES; IV THERAPY; PAIN MANAGEMENT, AND FAMILY AND RESIDENT COUNCILS. DURING 2019, 125,744 DAYS OF CARE WERE PROVIDED BY THE NURSING HOME TO 2,368 PATIENTS. 55977651 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 68 0 605 1 0 0 0 0 0 0 0 0 0 0 0 0 X 18 18 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 SCOTT P LA RUE PRESIDENT/CEO 0.10 38.70 X 0 1246121 338444 ANNMARIE COVONE EXECUTIVE VP/CFO 0.10 38.70 X 0 817021 193457 ANTHONY LECHICH MD MEDICAL DIRECTOR 21.00 14.00 X 0 433413 128931 MICHAEL T MONAHAN ADMINISTRATOR 35.00 X 283388 0 92257 SARA DETTORE CHIEF CLINICAL OFFICER 35.00 X 225781 0 43009 LINDEN MORRIS DIRECTOR OF PLANT OPERATIONS 35.00 X 241446 0 12295 HELEN P VERCELES CHIEF NURSING OFFICER 35.00 X 194528 0 31840 MARJORIE P PREGENT CHIEF CLINICAL OFFICER 35.00 X 210999 0 8277 ALLA BORSEN SENIOR DIRECTOR GUEST EXPERIENCE 35.00 X 148595 0 32262 FRANCIS J SERBAROLI ESQ 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 TARA A CORTES SECRETARY 0.10 1.70 X X 0 0 0 BISHOP GERALD WALSH BOARD MEMBER 0.10 1.70 X 0 0 0 ERIC P FELDMANN BOARD MEMBER 0.10 1.70 X 0 0 0 GT SWEENEY BOARD MEMBER 0.10 1.70 X 0 0 0 GENNARO VASILE BOARD MEMBER 0.10 1.70 X 0 0 0 JOHN T DUNLAP BOARD MEMBER 0.10 1.70 X 0 0 0 KATHRYN ROONEY BOARD MEMBER 0.10 1.70 X 0 0 0 MSGR CHARLES J FAHEY BOARD MEMBER 0.10 1.70 X 0 0 0 THOMAS E ALBERTO BOARD MEMBER 0.10 1.70 X 0 0 0 RORY KELLEHER BOARD MEMBER 0.10 1.70 X 0 0 0 JEFFREY HODGMAN BOARD MEMBER 0.10 1.70 X 0 0 0 CLARION JOHNSON BOARD MEMBER 0.10 1.70 X 0 0 0 THOMAS J FAHEY JR MD BOARD MEMBER 0.10 1.70 X 0 0 0 KAREN GRAY BOARD MEMBER 0.10 1.70 X 0 0 0 GEORGE IRISH BOARD MEMBER 0.10 1.70 X 0 0 0 REV MSGR JOSEPH LARMORE BOARD MEMBER 0.10 1.70 X 0 0 0 1304737 2496555 880772 14 0 1 0 CATHOLIC HEALTH CARE SYSTEM 205 LEXINGTON AVENUE 2ND FLR NEW YORK NY 10016 ADMINISTRATIVE SERVICES 3216359 MORRISON COMMUNITY LIVING PO BOX 102289 ATLANTA GA 30368 NUTRITIONAL MANAGEMENT 3038114 RN EXPRESS STAFFING 71 WEST 23RD STREET SUITE 1622 NEW YORK NY 10010 STAFFING SERVICES 1727831 MITCHELL MARTIN HEALTHCARE 485A ROUTE 1 SOUTH SUITE 260 ISELIN NJ 08830 STAFFING SERVICES 1601972 FLAG WATERPROOFING & RESTORATION 10-40 BORDEN AVENUE LONG ISLAND CITY NY 11101 CONTRACTING SERVICES 1212508 31 1399270 1399270 MEDICAID 623000 27515706 27515706 MEDICARE 623000 19009263 19009263 PRIVATE PATIENT REVENUE 623000 13173196 13173196 OTHER PATIENT REVENUE 623000 2269481 2269481 MEDICAID UNIVERSAL SETTLEMENT 623000 1451618 1451618 63419264 333685 333685 170556 130971 39585 39585 39585 8437425 7142833 1294592 1294592 1294592 82260 97677 -15417 -15417 REIMBURSEMENT FROM AFFILIATE 900099 31825 31825 MEDICAL RECORD ABSTRACTS 900099 25564 25564 INCOME ON PAST DUE ACCOUNTS 900099 11286 11286 1795 1795 70470 66541449 63403847 0 1738332 X 625223 625223 23401251 22941717 459534 2467245 2390280 76965 6363084 6141143 221941 2833733 2714399 119334 3371852 3371852 61235 61235 80004 80004 13000 13000 51048 51048 11650175 10976313 673862 1832262 1455883 376379 332636 332636 1476134 1419902 56232 30359 25391 4968 2890302 2890302 1035683 1035683 UBI TAX EXPENSE 9630 9224 406 NYS CASH RECEIPT ASSESS 2270744 2270744 PRESCRIPTION DRUGS 1444522 1444522 BAD DEBT 949500 949500 1477384 1297831 179553 64667006 55977651 8689355 0 1634795 3392586 640330 420238 2504702 681274 6712527 6915284 38876 47964 440593 390575 95204077 57535674 36426996 37668403 13856690 13140833 3794557 5237773 66050066 67894930 8321313 7807162 1371685 611119 439679 4467264 4427492 13399696 14046018 X 52345511 53518594 304859 330318 52650370 53848912 66050066 67894930 X 1874443 1231337 -1907238 X X 0 1 X 1 0 X 1510490 64970 778472 5780666 1399270 9533868 56176401 57024410 58867537 61844505 63501524 297414377 57686891 57089380 59646009 67625171 64900794 306948245 0 0 0 306948245 470778 587142 561111 626037 504241 2749309 470778 587142 561111 626037 504241 2749309 67842 147427 333624 25117 70470 644480 58225511 57823949 60540744 68276325 65475505 310342034 0.98910 0.98900 0.00890 0.00890 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2019 AMOUNT: $ 600. VENDING MACHINE - 2015 AMOUNT: $ 8,584. 2016 AMOUNT: $ 11,454. 2017 AMOUNT: $ 5,224. 2018 AMOUNT: $ 3,118. REBATES - 2016 AMOUNT: $ 120,460. 2017 AMOUNT: $ 20,896. 2019 AMOUNT: $ 1,195. MEDICAL RECORD ABSTRACTS - 2015 AMOUNT: $ 14,994. 2016 AMOUNT: $ 13,902. 2017 AMOUNT: $ 19,196. 2018 AMOUNT: $ 13,074. 2019 AMOUNT: $ 25,564. INCOME ON PAST DUE ACCOUNTS - 2015 AMOUNT: $ 1,948. 2016 AMOUNT: $ 1,511. 2017 AMOUNT: $ 7,905. 2018 AMOUNT: $ 8,925. 2019 AMOUNT: $ 11,286. PURCHASE DISCOUNTS - 2015 AMOUNT: $ 42,316. 2016 AMOUNT: $ 100. REBASING SETTLEMENT - 2017 AMOUNT: $ 280,403. REIMBURSEMENT FROM AFFILIATE - 2019 AMOUNT: $ 31,825. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 13000 13000 0 PART II-B, LINE 1: MARY MANNING WALSH NURSING HOME CO., INC. PAYS DUES TO CONTINUING CARE LEADERSHIP COALITION (CCLC), LEADING AGE, AND LOCAL 1199 - HEALTH EDUCATION PROJECT. IN ACCORDANCE WITH SECTION 6033(E) OF THE INTERNAL REVENUE CODE, AND AS REPORTED BY CCLC, LEADING AGE, AND LOCAL 1199 A PORTION OF THESE DUES ARE ATTRIBUTABLE TO LOBBYING ACTIVITIES. THE LOBBYING ACTIVITIES APPLICABLE TO 2019 CCLC, LEADING AGE, AND LOCAL 1199 DUES AND OTHER WAS $1,197, $2,369, AND $9,434 RESPECTIVELY. 0 1 X 1500000 1500000 72510808 45721270 26789538 18778419 11781949 6996470 2414850 32455 2382395 37668403 OTHER ASSETS 32872 DUE FROM THIRD PARTY PAYORS 2164371 INSURANCE RECOVERIES RECEIVABLE 2930910 DUE FROM RELATED PARTIES 109620 5237773 ASSET RETIREMENT OBLIGATION 72400 PROFESSIONAL LIABILITIES 2930910 DUE TO RELATED PARTIES 264449 DUE TO THIRD-PARTY PAYORS 1070079 SELF INSURED LIABILITIES 89654 4427492 X 67000886 1231337 228648 1459985 65540901 51048 949500 1000548 66541449 63895106 228648 228648 63666458 51048 949500 1000548 64667006 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, 2016. PART XI, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES REPORTED ON PART VIII, LINE 6B 130,971. COST OF GOODS SOLD REPORTED ON PART VIII, LINE 10B 97,677. PART XI, LINE 4B - OTHER ADJUSTMENTS: RECLASS OF BAD DEBT EXPENSE TO PART IX, LINE 24 949,500. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES REPORTED ON PART VIII, LINE 6B 130,971. COST OF GOODS SOLD REPORTED ON PART VIII, LINE 10B 97,677. PART XII, LINE 4B - OTHER ADJUSTMENTS: RECLASS OF BAD DEBT EXPENSES TO PART IX, LINE 24 949,500. 0 1 0 0 0 0 0 1 0 SCOTT P LA RUE PRESIDENT/CEO 0 868515 0 255814 0 121792 0 312660 0 25784 0 1584565 0 255814 ANNMARIE COVONE EXECUTIVE VP/CFO 0 623355 0 124152 0 69514 0 157327 0 36130 0 1010478 0 124152 ANTHONY LECHICH MD MEDICAL DIRECTOR 0 375958 0 49655 0 7800 0 102870 0 26061 0 562344 0 49655 MICHAEL T MONAHAN ADMINISTRATOR 239848 0 34844 0 8696 0 59850 0 32407 0 375645 0 34844 0 SARA DETTORE CHIEF CLINICAL OFFICER 207098 0 18683 0 0 0 30900 0 12109 0 268790 0 0 0 LINDEN MORRIS DIRECTOR OF PLANT OPERATIONS 207558 0 25194 0 8694 0 0 0 12295 0 253741 0 0 0 HELEN P VERCELES CHIEF NURSING OFFICER 194528 0 0 0 0 0 28500 0 3340 0 226368 0 0 0 MARJORIE P PREGENT CHIEF CLINICAL OFFICER 210999 0 0 0 0 0 0 0 8277 0 219276 0 0 0 ALLA BORSEN SENIOR DIRECTOR GUEST EXPERIENCE 148595 0 0 0 0 0 10450 0 21812 0 180857 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. IN 2008, 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 2019, 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 ALSO PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. CATHOLIC HEALTH CARE SYSTEM D/B/A ARCHCARE DISTRIBUTED $121,792 TO SCOTT AND $56,764 TO ANNMARIE IN THEIR 2019 W-2S. PART I, LINE 7 THE FOLLOWING EMPLOYEES RECEIVED A BOARD DISCRETIONARY BONUS IN THEIR 2019 W-2'S FROM THE ORGANIZATION: - MICHAEL MONAHAN $34,844 - LINDEN MORRIS $25,194 - SARA DETTORE $18,683 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 2019 COMPENSATION IS REPORTED IN PART VII, SECTION A AND SCHEDULE J, PART II. CATHOLIC HEALTH CARE SYSTEM WAS PAID $3,371,852 IN 2019 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 MARY MANNING WALSH NURSING HOME COMPANY INC. 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. IN 2008, 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 2019, 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). COMPENSATION PAID TO THE ADMINISTRATOR: PLEASE NOTE THAT THE ADMINISTRATOR AS A RELIGIOUS MEMBER OF THE CARMELITE SISTERS FOR THE AGED AND INFIRM, INC. (THE ORDER) HAS TAKEN A VOW OF POVERTY AND IS PROVIDED WITH ZERO (0) COMPENSATION FROM THE HOME. ALL COMPENSATION THAT WOULD HAVE BEEN PAID TO THE ADMINISTRATOR ON BEHALF OF SERVICES PROVIDED TO THE HOME IS INSTEAD PAID TO THE CARMELITE SISTERS OF THE AGED AND INFIRM, INC. RATHER THAN THE INDIVIDUAL. FOR 2019, THE HOME PAID THE ORDER AN AMOUNT OF $131,769 FOR THE SERVICES THE ADMINISTRATOR (SISTER SEAN WILLIAM O'BRIEN) PROVIDED TO THE HOME. TOTAL PAYMENTS IN 2019 TO THE ORDER FROM THE HOME FOR SERVICES PROVIDED BY ALL THE SISTERS WORKING WITHIN THE HOME AMOUNTED TO $339,179. 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, FORM 990, FORM 1023, 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 666,392. MANAGEMENT AND GENERAL EXPENSES 360,740. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,027,132. COLLECTION FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 52,482. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 52,482. PHYSICIANS FEES: PROGRAM SERVICE EXPENSES 5,759,442. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,759,442. BILLING FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 260,640. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 260,640. LAUNDRY SERVICES: PROGRAM SERVICE EXPENSES 487,297. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 487,297. ENGINEERING FEES: PROGRAM SERVICE EXPENSES 663,152. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 663,152. LAB SERVICES: PROGRAM SERVICE EXPENSES 381,981. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 381,981. FOOD SERVICES: PROGRAM SERVICE EXPENSES 1,969,322. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,969,322. SECURITY: PROGRAM SERVICE EXPENSES 440,250. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 440,250. HOUSEKEEPING: PROGRAM SERVICE EXPENSES 531,647. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 531,647. ADMISSION FEES: PROGRAM SERVICE EXPENSES 76,830. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 76,830. FORM 990, PART XI, LINE 9: EQUITY TRANSFER TO SAINT VINCENT DE PAUL RESIDENCE -500,000. EQUITY TRANSFER TO CATHOLIC HEALTH CARE FOUNDATION -1,407,238. 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. BENEFICE ADVANTAGE INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 134201050 DORMANT/PROVIDE ADMIN., BENEFITS COORDINATING AND OTHER SERVICES TO ARCHCARE NY 501(C)(3) LINE 1 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 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 HEALTH CARE SYSTEM DBA ARCHCARE 0 CALVARY HOSPITAL 1740 EASTCHESTER ROAD BRONX NY 10461 131740274 OPERATE A TAX EXEMPT HOSPITAL NY 501(C)(3) LINE 3 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 CARMEL RICHMOND NURSING HOME INC 88 OLD TOWN ROAD STATEN ISLAND NY 103044299 132720248 OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 CATHOLIC HEALTH CARE FOUNDATION OF THE ARCHDIOCESE OF NY 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 134054158 PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) LINE 7 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 205 LEXINGTON AVE - 2ND FL 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 FL NEW YORK NY 10016 208180809 OPERATE A MANAGED LONG TERM CARE PLAN NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 CATHOLIC RESOURCES INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 261306110 PROVIDE PARISH OUTREACH SERVICES & SOCIAL & HEALTH CARE SERVICE INFORMATION NY 501(C)(3) LINE 3 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 EMPIRE STATE HOME CARE SERVICES INC 15 METROTECH CENTER 11 FL BROOKLYN NY 11201 113618585 HOME HEALTH CARE SERVICES NY 501(C)(3) LINE 10 CATHOLIC HEALTHCARE SYSTEM DBA ARCHCARE 0 FERNCLIFF NURSING HOME COMPANY INC 21 FERNCLIFF DRIVE RHINEBECK NY 12572 141514053 OPERATE SKILLED NURSING FACILITY & ADULT HEALTH CARE PROGRAM NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 KATERI RESIDENCE 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 133086309 DORMANT/OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 OUR LADY OF MERCY FUND OF NEW YORK NY 205 LEXINGTON AVE - 2ND FL 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 FL NEW YORK NY 10016 133395946 DORMANT/PROVIDE FUNDS TO SUPPORT THE MISSION OF CHCS FACILITIES NY 501(C)(3) LINE 12A, I CATHOLIC HEALTH CARE 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 ST TERESA'S NURSING HOME INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 237012219 DORMANT/OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 ST TERESA'S RESIDENCE 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 133110063 DORMANT/INTERMEDIATE CARE FACILITY FOR DEVELOPMENTALLY DISABLED NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 ST VINCENT DE PAUL RESIDENCE 900 INTERVALE AVENUE BRONX NY 10459 133598842 OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 TERENCE CARDINAL COOKE HEALTH CARE CENTER 1249 FIFTH AVENUE NEW YORK NY 10029 133007801 OPERATE SKILLED NURSING & REHABILITATION FACILITY NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 VISITING NURSE REGIONAL HEALTH CARE SYSTEM INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 113574017 DORMANT/SUPPORT AND MANAGEMENT SERVICES FOR ITS AFFILIATES NY 501(C)(3) LINE 10 CATHOLIC HEALTH CARE SYSTEM DBA ARCHCARE 0 VISITING NURSE ASSOCIATION OF BROOKLYN INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 111977434 DORMANT/HOME HEALTH CARE NY 501(C)(3) LINE 10 VISITING NURSE REGIONAL HEALTH CARE SYSTEM INC 0 BROOKLYN VISITING NURSE FOUNDATION 205 LEXINGTON AVE - 2ND FL 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 ARCHCARE COMMUNITY SERVICES INC 205 LEXINGTON AVE - 2ND FL NEW YORK NY 10016 813563801 PROVIDE COMMUNITY AND PASTORAL SERVICES AND SUPPORTIVE HOUSING NY 501(C)(3) LINE 12B, II CATHOLIC HEALTH CARE 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 HEALTH CARE SYSTEM DBA ARCHCARE 0 FAMILY HOME HEALTH CARE INC 65 SOUTH BROADWAY TARRYTOWN NY 10591 133831377 HOME CARE NY 501(C)(3) LINE 10 DOMINICAN SISTERS FAMILY HEALTH SERVICE 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 MANGEMENT SERVICES NY 501(C)(3) LINE 12B, II CATHOLIC HEALTH CARE 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 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 0 1 0 0 0 0 0 0 0 1 1 0 1 1 1 1 0