TY 2018 Form 990

Special Condition Description
EXTENDED TO 11152019

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow

Attach to Form 990 or Form 990-EZ.
right arrow

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

HOMEWOOD AT THE SHENANDOAH VALLEY

Employer identification number

26-2624652

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990 or 990-EZ).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2018

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv), 170(b)(1)(A)(vi), and 170(b)(1)(A)(ix)
(Complete only if you checked the box on line 5, 7, 8, or 9 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2017 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2018. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2017. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2018. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2017. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2018

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose	213,533	199,504	203,835	179,100	114,301	910,273
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge
6	Total. Add lines 1 through 5	213,533	199,504	203,835	179,100	114,301	910,273
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)						910,273

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
9	Amounts from line 6...	213,533	199,504	203,835	179,100	114,301	910,273
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	10	10	12	10	58	100
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	10	10	12	10	58	100
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	213,543	199,514	203,847	179,110	114,359	910,373

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 8, column (f) divided by line 13, column (f)) .........

99.990 %

Public support percentage from 2017 Schedule A, Part III, line 15 ...............

99.990 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2018 (line 10c, column (f) divided by line 13, column (f)) ......

0 %

Investment income percentage from 2017 Schedule A, Part III, line 17 .............

0 %

19a

331/3% support tests—2018. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2017. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2018

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2018

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2018

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2018

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2018 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2018	(iii) Distributable Amount for 2018
1 Distributable amount for 2018 from Section C, line 6
2 Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2018:
a From 2013.......
b From 2014.......
c From 2015.......
d From 2016.......
e From 2017.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2018 distributable amount
i Carryover from 2013 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2018 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2018 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2019. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2014......
b Excess from 2015.....
c Excess from 2016.....
d Excess from 2017.....
e Excess from 2018.....

Schedule A (Form 990 or 990-EZ) (2018)

Schedule A (Form 990 or 990-EZ) 2018

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
SchDMd Bullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

HOMEWOOD AT THE SHENANDOAH VALLEY

Employer identification number

26-2624652

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2018

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds. Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....
b	Buildings ....
c	Leasehold improvements
d	Equipment ....
e	Other .....
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..

Schedule D (Form 990) 2018

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) ASSETS HELD FOR SALE				2,653,076
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				2,653,076

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
LOANS AND ADVANCES FROM AFFILIATES	15,594,440
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	15,594,440
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2018

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	-3,281,042
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	-3,356,755
e	Add lines 2a through 2d .....................			2e	-3,356,755
3	Subtract line 2e from line 1..................			3	75,713
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	75,713

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	239,543
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................			2e
3	Subtract line 2e from line 1...................			3	239,543
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b	999
c	Add lines 4a and 4b.....................			4c	999
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	240,542

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
SCHEDULE D, PAGE 3, PART X	ALL COMPANIES OF THE HOMEWOOD CONSOLIDATED GROUP ARE NOT-FOR-PROFIT CORPORATIONS AS DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3) AND ARE EXEMPT FROM FEDERAL INCOME TAX PURSUANT TO SECTION 509(A)(3) OF THE INTERNAL REVENUE CODE. HOMEWOOD FOLLOWS GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, WHICH PROVIDES GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES RECOGNIZED IN AN ORGANIZATION'S FINANCIAL STATEMENTS. HOMEWOOD'S POLICY IS TO CHARGE PENALTIES AND INTEREST TO INCOME TAX EXPENSE AS INCURRED. HOMEWOOD'S INCOME TAX RETURNS ARE SUBJECT TO EXAMINATION BY THE INTERNAL REVENUE SERVICE AND STATE AND LOCAL TAXING AUTHORITIES, GENERALLY FOR A PERIOD OF THREE YEARS AFTER THE RETURNS ARE FILED.
SCHEDULE D, PAGE 4, PART XI, LINE 2D	INTEREST PAID ON DEPOSITS INCLUDED IN REVENUE ON F/S -999 LOSS ON IMPAIRMENT OF ASSETS - OTHER CHANGES IN NET ASSETS -3,355,756
SCHEDULE D, PAGE 4, PART XII, LINE 4B	INTEREST PAID ON DEPOSITS INCLUDED IN REVENUE ON F/S 999

Schedule D (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

HOMEWOOD AT THE SHENANDOAH VALLEY

Employer identification number

26-2624652

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2018

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1ERNEST W ANGELL PARENT PRESIDENT/CEO	(i) (ii)	------------- 566,002	------------- 292,505	------------- 62,311	------------- 387,550	------------- 9,116	------------- 1,317,484	------------- 196,175
2GEORGE C MCCULLOUGH JR SECR/TREAS/VP FINANC	(i) (ii)	------------- 328,940	------------- 76,790	------------- 18,000	------------- 169,780	------------- 18,283	------------- 611,793	------------- 79,790
3CANDACE L MCMULLEN PRES./VP-OPERATIONS	(i) (ii)	------------- 315,834	------------- 100,000	-------------	------------- 154,150	------------- 18,283	------------- 588,267	------------- 100,000
4LINFORD J YODER VP-HUMAN RESOURCES	(i) (ii)	------------- 260,264	------------- 54,349	-------------	------------- 124,135	------------- 18,283	------------- 457,031	------------- 54,349

Schedule J (Form 990) 2018

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation

Schedule J (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

HOMEWOOD AT THE SHENANDOAH VALLEY

Employer identification number

26-2624652

Return Reference	Explanation
FORM 990	FORM 990, REGARDING CORPORATE STRUCTURE: HOMEWOOD AT THE SHENANDOAH VALLEY, INC. 26-2624652 YEAR ENDED DECEMBER 31, 2018 STATEMENT REGARDING CORPORATE STRUCTURE THE HOMEWOOD GROUP OF COMPANIES CONSISTS OF A PARENT CORPORATION, SIX SUBSIDIARY OPERATING COMPANIES AND A SUBSIDIARY FOUNDATION AS OF DECEMBER 31, 2018. THIS CORPORATION STRUCTURE RESULTS FROM THE RESTRUCTURING OF A FORMER SINGLE CORPORATION EFFECTIVE JANUARY 1, 1996. THE COMPANIES CONSTITUTING THE HOMEWOOD GROUP ARE AS FOLLOWS: PARENT: HOMEWOOD RETIREMENT CENTERS, INC. 52-1892688 SUBSIDIARIES: HOMEWOOD AT WILLIAMSPORT MD, INC. 52-0619001 (FORMER SINGLE CORPORATION BEFORE RESTRUCTURING) HOMEWOOD AT HANOVER PA, INC. 52-1931788 HOMEWOOD AT MARTINSBURG PA, INC. 52-1931790 HOMEWOOD AT FREDERICK MD, INC. 52-1931794 HOMEWOOD FOUNDATION, INC. 52-1892689 HOMEWOOD AT SPRING HOUSE ESTATES, INC. 20-5189952 (BECAME PART OF THE GROUP IN 2007.) HOMEWOOD AT SHENANDOAH VALLEY, INC. 26-2624652 (BECAME PART OF THE GROUP IN 2008.) AS REQUIRED BY THE INTERNAL REVENUE SERVICE, EACH COMPANY IN THE HOMEWOOD GROUP FILES A SEPARATE FORM 990. HOMEWOOD RETIREMENT CENTERS, INC., THE PARENT COMPANY, SERVES EACH OF THE SUBSIDIARY COMPANIES WITH ADMINISTRATIVE SUPPORT, CENTRALIZED ACCOUNTING INCLUDING BILLING AND COLLECTION, COMPUTER AND TECHNICAL SUPPORT, HUMAN RESOURCES, PURCHASING, AND FUNDRAISING THROUGH THE HOMEWOOD FOUNDATION. ACCORDINGLY, ALL ITS FUNCTIONAL EXPENSES ARE REPORTED AS "MANAGEMENT AND GENERAL" ON ITS FORM 990. THE SUBSIDIARY OPERATING COMPANIES HAVE THE SOLE PURPOSE OF PROVIDING SERVICES TO CLIENTS. ACCORDINGLY, ALL OF THEIR FUNCTIONAL EXPENSES ARE REPORTED AS "PROGRAM SERVICES" ON THEIR RESPECTIVE FORM 990. THE SUBSIDIARY FOUNDATION IS INVOLVED IN PROMOTIONAL AND PUBLIC RELATIONS SUPPORT FOR THE OPERATING COMPANIES AND FUNDRAISING ACTIVITIES FOR THE BENEVOLENT FUND. IN ADDITION, THE FOUNDATION MANAGES INVESTMENTS AND MAKES GRANTS TO THE OPERATING COMPANIES IN SUPPORT OF CHARITY SERVICES. THE FOUNDATION CLASSIFIES GRANTS AS "PROGRAM SERVICES- AND ALLOCATES OTHER EXPENSES BETWEEN "MANAGEMENT AND GENERAL- AND "FUNDRAISING".
FORM 990, PAGE 1, PART I, LINE 6	SUMMARY FROM 2018 SOCIAL ACCOUNTABILITY REPORT: "HOMEWOOD'S SPIRIT OF GIVING" HOMEWOOD RETIREMENT CENTERS 2018 SOCIAL ACCOUNTABILITY REPORT HOMEWOOD RETIREMENT CENTERS, INC. IS A FAITH-BASED, NOT-FOR-PROFIT 501(C) (3) ORGANIZATION ESTABLISHED TO "PROVIDE COMPASSIONATE, PROFESSIONAL, AND CARING SERVICE; AND ENHANCE THE QUALITY OF LIFE FOR RESIDENTS, CLIENTS, AND CO-WORKERS (MISSION STATEMENT)." HOMEWOOD RETIREMENT CENTERS HAS CONSISTENTLY PARTICIPATED IN AND HAS HELPED TO DEVELOP PROGRAMS THAT SERVE THE BROADER COMMUNITY, THOSE WITH LIMITED RESOURCES, AS WELL AS ITS OWN RESIDENTS. WE ARE PLEASED TO PROVIDE THIS SUMMARY FROM OUR ANNUAL SOCIAL ACCOUNTABILITY REPORT. AS A NOT-FOR-PROFIT, TAX-EXEMPT ORGANIZATION, HOMEWOOD RETIREMENT CENTERS FROM ITS VERY BEGINNINGS HAS PROVIDED RESOURCES TO HELP SERVE OUR COMMUNITY WHILE ALSO PROVIDING OPPORTUNITIES FOR COMMUNITY MEMBERS TO LEARN FROM AND INTERACT WITH SENIOR CITIZENS. IN 2018 HOMEWOOD RETIREMENT CENTERS CELEBRATED 86 YEARS OF SERVICE TO SENIORS. FROM OUR GENESIS, WE HAVE ACCEPTED OUR RESPONSIBILITY AS A NON- PROFIT, FAITH-BASED ORGANIZATION, TO BE ACCOUNTABLE TO OUR LOCAL COMMUNITIES. FROM OUR HUMBLE BEGINNINGS IN WILLIAMSPORT THROUGH OUR EXPANSION TO HANOVER, EVERETT, MARTINSBURG, AND FREDERICK, WE HAVE TAKEN PRIDE IN ENGAGING THE COMMUNITY AND LIVING OUT OUR MISSION IN CREATIVE AND MEANINGFUL WAYS. THE COMPLETE ANNUAL REPORT ON SOCIAL ACCOUNTABILITY IS AVAILABLE TO THE PUBLIC ON REQUEST. THE FOLLOWING REFLECTS A SUMMARY OF THE ACTIVITIES IN 2018. THIS YEAR'S REPORT IS CALLED "HOMEWOOD'S SPIRIT OF GIVING." THE SUMMARY INCLUDES ACTIVITIES FOR EACH OF HOMEWOOD'S FIVE SUBSIDIARY OPERATIONS IN WILLIAMSPORT AND FREDERICK, MARYLAND; HANOVER, MARTINSBURG, AND EVERETT, PENNSYLVANIA. PROJECTS DESCRIBED ARE ONGOING AND ANNUAL, ONE-TIME, AND SEASONAL. EXECUTIVE SUMMARY HOMEWOOD RETIREMENT CENTERS HAS CONSISTENTLY PARTICIPATED IN AND HAS HELPED TO DEVELOP PROGRAMS THAT SERVE THE BROADER COMMUNITY, THOSE WITH LIMITED RESOURCES, AS WELL AS ITS OWN RESIDENTS. VOLUNTEER HOURS DONATED RESIDENTS, CO-WORKERS AND COMMUNITY MEMBERS CONTRIBUTED THE FOLLOWING IN 2018 (VALUES ARE BASED ON ACCEPTABLE RATES ESTABLISHED BY MARYLAND AND PENNSYLVANIA): HOMEWOOD AT WILLIAMSPORT, WILLIAMSPORT, MARYLAND CONTRIBUTED 13,062 HOURS IN 2018 VALUED AT 359,205 (15,017 HOURS IN 2017 VALUED AT 402,305); HOMEWOOD AT FREDERICK, FREDERICK, MARYLAND CONTRIBUTED 43,048 HOURS IN 2018 VALUED AT 1,183,820 (41,890 HOURS IN 2017 VALUED AT 1,122,233); HOMEWOOD AT PLUM CREEK, HANOVER, PENNSYLVANIA CONTRIBUTED 49,500 HOURS IN 2018 VALUED AT 1,205,325 (49,287 HOURS IN 2017 VALUED AT 1,177,466); HOMEWOOD AT MARTINSBURG, MARTINSBURG, PENNSYLVANIA CONTRIBUTED 41,502 HOURS IN 2018 VALUED AT 1,010,573 (41,080 HOURS IN 2017 VALUED AT 981,401); HOMEWOOD AT SPRING HOUSE ESTATES, EVERETT, PENNSYLVANIA CONTRIBUTED 2,804 HOURS IN 2018 VALUED AT 68,277 (480 HOURS IN 2017 VALUED AT 11,467). A TOTAL OF 149,916 HOURS WERE GIVEN IN 2018 VALUED AT 3,827,200 VERSUS THE 2017 TOTAL OF 147,754 HOURS VALUED AT 3,694,872. IN ADDITION, HOMEWOOD RETIREMENT CENTERS OFFERED A PAID INTERNSHIP FOR A COLLEGE STUDENT PURSUING A DEGREE IN HUMAN RESOURCES. THE STUDENT WORKED A TOTAL OF 318 HOURS AND WAS PAID 3,500. SUBSIDIES THE HOMEWOOD FAMILY PRIDES ITSELF ON ITS ABILITY TO PROVIDE BENEVOLENT CARE TO RESIDENTS WHO HAVE DEPLETED THEIR ASSETS THROUGH NO FAULT OF THEIR OWN, AND FOR SHORTFALLS NOT REIMBURSED UNDER MEDICAID AND MEDICARE. FOR 2018, SUBSIDIZED ALLOWANCES TO RESIDENTS UNABLE TO PAY FULLY ESTABLISHED RATES AND PAYMENTS FOR ITEMS NOT REIMBURSED TOTALED 12,257,545. NOTE THE FOLLOWING: HOMEWOOD AT WILLIAMSPORT - 2,645,850 HOMEWOOD AT FREDERICK - 2,199,707 HOMEWOOD AT PLUM CREEK - 3,360,202 HOMEWOOD AT MARTINSBURG - 4,051,786 HOMEWOOD AT SPRING HOUSE ESTATES HAD NO REIMBURSEMENT ACTIVITY IN 2018 BECAUSE OF THE NATURE OF ITS FACILITIES. 2018 HOMEWOOD SOCIAL ACCOUNTABILITY SUMMARY FOLLOWING ARE SOME HIGHLIGHTS OF EACH HOMEWOOD SITE'S ENGAGEMENT IN SOCIAL ACCOUNTABILITY FOR 2018. HOMEWOOD AT WILLIAMSPORT CONTRIBUTED 13,062 HOURS VALUED AT 359,205. THIS IS DOWN FROM 15,017 HOURS IN 2017 VALUED AT 402,305. THESE HOURS WERE PROVIDED BY HOMEWOOD RESIDENTS, AUXILIARY MEMBERS, BOARD OF DIRECTORS, AND CIVIC FRATERNAL AND COMMUNITY ORGANIZATIONS. HOMEWOOD AT WILLIAMSPORT DEVOTED 4,940 HOURS FOR TRAINING PURPOSES AND INCLUDED, NURSING, REHAB, GERIATRIC ASSESSMENT AND TECHNICAL TRAINING. VOLUNTEERS BROUGHT PROGRAMMING TO HOMEWOOD RESIDENTS AND HOMEWOOD RESIDENTS USED THEIR TALENTS TO KNIT AND SEW ITEMS FOR LOCAL HOSPITALS AND WOMEN'S SHELTERS. IN TOTAL, 2,645,850 WAS PROVIDED IN SUBSIDIZED ALLOWANCES FOR RESIDENTS OF HOMEWOOD AT WILLIAMSPORT UNABLE TO PAY FULLY ESTABLISHED RATES. HOMEWOOD AT FREDERICK CONTRIBUTED 43,048 HOURS VALUED AT 1,183,820. THIS IS UP FROM 41,890 HOURS IN 2017 VALUED AT 1,122,233. THESE HOURS WERE PROVIDED BY HOMEWOOD RESIDENTS, COMMUNITY RESIDENTS, CO-WORKERS, LOCAL CHURCHES, STUDENT SERVICE ORGANIZATIONS, AUXILIARY MEMBERS, BOARD OF DIRECTORS, CIVIC FRATERNAL AND COMMUNITY ORGANIZATIONS AS WELL AS LOCAL SCHOOL STUDENTS. HOMEWOOD AT FREDERICK PARTNERED WITH THE FREDERICK RESCUE MISSION FOR THE MISSION'S ADOPT-A-FAMILY PROGRAM TO PROVIDE GIFTS FOR A FAMILY IN NEED DURING THE CHRISTMAS SEASON. OTHER PROGRAMS OFFERED TRAINING OPPORTUNITIES FOR STUDENTS IN THE MEDICAL FIELDS, SOCIALIZATION FOR GUIDE DOGS IN TRAINING AND MEETING SPACE FOR A VARIETY OF COMMUNITY ORGANIZATIONS. IN TOTAL, 2,199,707 WAS PROVIDED IN SUBSIDIZED ALLOWANCES FOR RESIDENTS OF HOMEWOOD AT FREDERICK UNABLE TO PAY FULLY ESTABLISHED RATES. HOMEWOOD AT HANOVER CONTRIBUTED 49,500 HOURS VALUED AT 1,205,325. THIS IS UP FROM 49,287 HOURS IN 2017 VALUED AT 1,177,466. THESE HOURS WERE PROVIDED BY HOMEWOOD RESIDENTS, COMMUNITY MEMBERS, CO-WORKERS, LOCAL CHURCHES, AUXILIARY MEMBERS, HIGH-SCHOOL STUDENTS, LOCAL ORGANIZATIONS, STUDENT ORGANIZATIONS, LOCAL MUSICIANS, COLLEGE STUDENTS, AND CIVIC FRATERNAL AND COMMUNITY ORGANIZATIONS. HOMEWOOD AT HANOVER DEVOTED 1,575 HOURS SPECIFICALLY TO TRAINING NURSING AND OTHER HEALTH-RELATED STUDENTS. LOCAL HIGH SCHOOL STUDENTS GAINED INVALUABLE EXPERIENCE IN THE PERFORMING ARTS PRESENTING CONCERTS AND PLAYS FOR RESIDENTS. IN TOTAL, 3,360,202 WAS PROVIDED IN SUBSIDIZED ALLOWANCES FOR RESIDENTS OF HOMEWOOD AT HANOVER UNABLE TO PAY FULLY ESTABLISHED RATES. HOMEWOOD AT MARTINSBURG CONTRIBUTED 41,502 HOURS VALUED AT 1,010,573. THIS IS UP FROM 41,080 HOURS IN 2017 VALUED AT 981,401. THESE HOURS WERE PROVIDED BY HOMEWOOD RESIDENTS, COMMUNITY MEMBERS, COWORKERS, COLLEGE STUDENTS, LOCAL TECHNICAL STUDENTS, LOCAL PHYSICIANS, COMMUNITY ORGANIZATIONS, NATIONAL ORGANIZATIONS, LOCAL CHURCHES, AUXILIARY MEMBERS, LOCAL JUVENILE PROBATION PARTICIPANTS, RESIDENT FAMILY MEMBERS, AGRICULTURAL ORGANIZATIONS, AND LOCAL HOSPICE ORGANIZATIONS. HOMEWOOD AT MARTINSBURG COORDINATED AND PRESENTED TRAINING THAT INCLUDED NURSING, MEDICARE/MEDICAID, SOCIAL SECURITY, SENIOR LIVING, NUTRITION, HOSPICE, CULTURE CHANGE, HANDICAP, AND COMPUTER TRAINING. IN TOTAL, 4,051,786 WAS PROVIDED IN SUBSIDIZED ALLOWANCES FOR RESIDENTS OF HOMEWOOD AT MARTINSBURG UNABLE TO PAY FULLY ESTABLISHED RATES. HOMEWOOD AT SPRING HOUSE ESTATES CONTRIBUTED 2,804 HOURS VALUED AT 68,277. THIS IS UP FROM 480 HOURS IN 2017 VALUED AT 11,467. THESE HOURS WERE PROVIDED BY HOMEWOOD RESIDENTS, COMMUNITY MEMBERS, CO-WORKERS, LOCAL SERVICE ORGANIZATIONS, AND LOCAL CHURCHES. HOMEWOOD AT SPRING HOUSE ESTATES DEVOTED 100 HOURS SPECIFICALLY TO TRAINING THAT INCLUDED HEALTH AND WELLNESS TOPICS.
FORM 990, PART V	FORM 990, PART V, LINE 1(A), REGARDING NUMBER OF U.S. INFORMATION RETURNS: NO U.S. INFORMATION RETURNS ARE FILED BY HOMEWOOD AT THE SHENANDOAH VALLEY, INC. THE PARENT ORGANIZATION, THE HOMEWOOD RETIREMENT CENTERS, INC., PROCESSES ALL THE PAYABLES FOR THE SUBSIDIARY ORGANIZATIONS AND PROCESSES AND FILES ALL OF THE U.S. INFORMATION RETURNS. FORM 990, PART V, LINE 2(A), REGARDING NUMBER OF EMPLOYEES: HOMEWOOD AT THE SHENANDOAH VALLEY, INC. HAD NO EMPLOYEES THAT WERE PAID BY THE PARENT ORGANIZATION, HOMEWOOD RETIREMENT CENTERS, INC. THE PARENT ORGANIZATION, THE HOMEWOOD RETIREMENT CENTERS, INC., PROCESSES THE PAYROLL FOR ALL OF THE SUBSIDIARY ORGANIZATIONS. ALL OF THE PAYROLL TAX REPORTS ARE SUBMITTED BY THE HOMEWOOD RETIREMENT CENTERS, INC.
FORM 990, PAGE 6, PART VI, LINE 11B	THE FORM 990 IS PROVIDED TO THE CHIEF FINANCIAL OFFICER OF THE PARENT ORGANIZATION AND TO THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES FOR REVIEW AND COMMENT BEFORE THE FORM IS FILED. THE OTHER MEMBERS OF THE BOARD OF TRUSTEES ARE NOTIFIED THAT THE FORM 990 WILL BE FILED AND IS AVAILABLE UPON REQUEST FOR THEIR REVIEW.
FORM 990, PAGE 6, PART VI, LINE 15A	EXECUTIVE COMPENSATION PHILOSOPHY THE EXECUTIVE COMPENSATION COMMITTEE SERVES IN A GOVERNANCE AND OVERSIGHT ROLE FOR THE HOMEWOOD BOARD OF TRUSTEES TO ENSURE THAT HOMEWOOD MAINTAINS EXECUTIVE COMPENSATION STRATEGIES AND PRACTICES THAT ARE COMPLIANT WITH REGULATIONS, PRUDENT WITHIN THE HOMEWOOD'S RESOURCES AND ABILITY TO HONOR ITS COMMITMENTS, INTERNALLY EQUITABLE, AND ARE EXTERNALLY COMPETITIVE. THE COMMITTEE WILL REVIEW THE EXECUTIVE COMPENSATION PHILOSOPHY ANNUALLY AND MAKE ANY RECOMMENDATIONS TO THE TRUSTEES FOR FINAL APPROVAL. THE INDEPENDENT EXECUTIVE COMPENSATION COMMITTEE OF THE HOMEWOOD RETIREMENT CENTERS BOARD OF TRUSTEES, AS DESIGNATED IN THE BY-LAWS, WILL DETERMINE THE TOTAL COMPENSATION PHILOSOPHY AND COMPENSATION PACKAGES FOR SENIOR MANAGEMENT (PRESIDENT/CEO AND VICE PRESIDENTS AND THE FOUNDATION PRESIDENT). THE EXECUTIVE COMPENSATION COMMITTEE WILL BE STRUCTURED, AND WILL OPERATE, IN A MANNER INTENDED TO SATISFY THE REQUIREMENTS OF THE IRS "INTERMEDIATE SANCTIONS" RULES. HOMEWOOD'S GOAL FOR SALARY RANGES AND INCENTIVE PLANS ARE LINKED TO THE MID-POINT OF THE 60TH PERCENTILE AND A 40% SPREAD IS USED TO ESTABLISH THE RANGE MINIMUM AND MAXIMUM TO THE MARKET LEVELS FOR CCRCS AND SENIOR HOUSING/SERVICES ORGANIZATIONS REFLECTING REGIONAL AND NATIONAL BENCHMARKS. DEFERRED OR SUPPLEMENTAL BENEFITS/COMPENSATION PLANS WILL BE USED TO SUPPORT RETENTION AND SMOOTH SUCCESSION PLANNING FOR SENIOR MANAGEMENT WITH BENEFIT LEVELS TARGETED AT 60TH PERCENTILE MARKET LEVELS FOR THE CEO AND FOR THE VICE PRESIDENTS AND THE FOUNDATION PRESIDENT. BENEFITS AND PERQUISITES FOR SENIOR MANAGEMENT WILL REFLECT 60TH PERCENTILE MARKET PRACTICES. THE EXECUTIVE PAY PLAN ARCHITECTURE USED FOR IMPLEMENTATION OF THIS PHILOSOPHY WILL BE APPROVED BY THE EXECUTIVE COMPENSATION COMMITTEE FROM TIME TO TIME. THE CEO WILL BE RESPONSIBLE FOR MAKING RECOMMENDATIONS TO THE COMMITTEE CONCERNING SUBORDINATE PAY, ENSURING THAT THOSE RECOMMENDATIONS REFLECT HOMEWOOD'S OVERALL PHILOSOPHY. THE EXECUTIVE COMPENSATION COMMITTEE WILL KEEP THE FULL BOARD INFORMED OF KEY DECISIONS, AND WILL CONSIST OF INDEPENDENT DECISION MAKERS WHO DO NOT PERFORM PAID SERVICES FOR HOMEWOOD, WHO ARE NOT RELATED TO THE EXECUTIVES AND WHO OTHERWISE MEET THE "NO CONFLICT-OF-INTEREST" RULES OF THE IRS INTERMEDIATE SANCTIONS RULES. TRUSTEES APPROVED: SEPTEMBER 2006, DECEMBER 2012, APRIL 2015, MARCH 22, 2018 EXECUTIVE COMPENSATION PLAN ARCHITECTURE HOMEWOOD'S EXECUTIVE REWARD PLAN IS DESIGNED TO SUPPORT A "BEST PRACTICES" APPROACH TO THE GOVERNANCE OF EXECUTIVE PAY UTILIZING THE FOLLOWING COMPONENTS: 1. TOTAL COMPENSATION PRACTICES WILL BE BENCHMARKED TO COMPARABLE CCRCS AND SENIOR HOUSING/SERVICE ORGANIZATIONS WITH SIMILAR MISSIONS AND GROWTH STRATEGIES REFLECTING REGIONAL AND NATIONAL RESULTS AT THE 60TH PERCENTILE MARKET LEVELS FOR TOTAL ANNUAL CASH COMPENSATION, WITH EARNINGS OPPORTUNITIES TIED TO MISSION, PERFORMANCE, AND GROWTH GOALS. MULTIPLE SURVEYS WILL BE USED TO IDENTIFY THEMES AND TRENDS. TOTAL COMPENSATION CONSISTS OF BASE COMPENSATION, INCENTIVE COMPENSATION, RETIREMENT COMPENSATION AND PERQUISITES/BENEFITS. IN DEVELOPING THE ORGANIZATION'S EXECUTIVE SALARY RANGES, THE COMPETITIVE MARKET DATA IS USED TO ESTABLISH THE RANGE MIDPOINT, AND A 40% SPREAD IS USED TO ESTABLISH THE RANGE MINIMUM AND MAXIMUM. (20% ABOVE AND BELOW THE TARGET). THE LOWER PORTION OF THE RANGE IS WHERE LESS EXPERIENCED EXECUTIVES (I.E., NEW TO THE POSITION) ARE COMPENSATED. THE MIDDLE OF THE RANGE, IMMEDIATELY AROUND THE TARGET (OR "GOING RATE"), IS WHERE FULLY EXPERIENCED EXECUTIVES WHO MEET ALL PERFORMANCE EXPECTATIONS SHOULD BE REMUNERATED. EXECUTIVES WHO ARE HIGHLY EXPERIENCED AND CONSISTENTLY EXCEED JOB EXPECTATIONS SHOULD BE PAID IN THE UPPER PORTION OF THE RANGE. MINIMUM NEW OR LITTLE EXPERIENCE; PARTIALLY MEETS EXPECTATIONS MIDPOINT (TARGET) EXPERIENCED; MEETS EXPECTATIONS MAXIMUM FULLY SEASONED; CONSISTENTLY EXCEEDS EXPECTATIONS 2. PERFORMANCE APPRAISAL - THE CHAIR AND VICE CHAIR OF THE BOARD OF TRUSTEES WILL OVERSEE THE PREPARATION AND PRESENTATION OF THE PERFORMANCE APPRAISAL FOR THE CEO ANNUALLY. PERFORMANCE APPRAISALS FOR THE CEO WILL NORMALLY BE COMPLETED THE LAST QUARTER OF THE FISCAL YEAR. THE CEO IS RESPONSIBLE FOR SETTING THE EVALUATION TIMETABLE FOR OTHER KEY EXECUTIVES. EACH POSITION IS EVALUATED, IN WRITING, ANNUALLY. 3. THE EXECUTIVE REWARD PLAN WILL GENERALLY USE NON-QUALIFIED DEFERRED COMPENSATION PLANS AS A RETENTION METHOD FOR THE CEO AND VPS/FOUNDATION PRESIDENT WITH BENEFIT LEVELS TARGETED AT 60TH PERCENTILE MARKET LEVELS FOR THE CEO AND VPS/FOUNDATION PRESIDENT. THE EXECUTIVE REWARD PLAN WILL ENABLE HOMEWOOD TO ATTRACT, MOTIVATE, AND RETAIN MANAGEMENT TALENT NEEDED TO CARRY OUT ITS MISSION AS WELL AS SMOOTH SUCCESSION OF THE CEO AND VPS/FOUNDATION PRESIDENT. THE EXECUTIVE REWARD PLAN WILL GENERALLY USE A MODERATE LEVEL OF INCENTIVE OR "AT RISK" COMPENSATION TO MOTIVATE AND REWARD THE EXECUTIVE TEAM'S PERFORMANCE. 4. THE EXECUTIVE COMPENSATION COMMITTEE WILL BE RESPONSIBLE FOR MANAGING THE PARTICIPANTS' TOTAL REWARD PACKAGE, WITH THE CEO BEING RESPONSIBLE FOR MAKING RECOMMENDATIONS TO THE COMMITTEE CONCERNING SUBORDINATE REWARD PACKAGES, REFLECTING HOMEWOOD'S OVERALL PHILOSOPHY. IT IS RECOGNIZED THAT THE COMMITTEE MAINTAINS DISCRETIONARY AUTHORITY TO MAKE FINAL DETERMINATIONS AS TO WHETHER AND TO WHAT EXTENT TO PAY INCENTIVE COMPENSATION. 5. THE COMMITTEE WILL MEET SEMI-ANNUALLY OR MORE OFTEN AS NEEDED AND KEEP THE FULL BOARD INFORMED; ENSURING THAT THE BOARD KNOWS THE PROCESSES USED BY THE COMMITTEE AND ALL KEY DECISIONS RELATED TO THE CEO'S AND VPS'/FOUNDATION PRESIDENT PAY. THE COMMITTEE WILL PROTECT THE CONFIDENTIALITY OF INCUMBENT EXECUTIVE DATA IN ALL REPORTS TO THE FULL BOARD. 6. THE EXECUTIVE COMPENSATION COMMITTEE SHALL CONSIST OF INDEPENDENT DECISION MAKERS WHO DO NOT PERFORM PAID SERVICES FOR HOMEWOOD, HAVE NO PERSONAL FINANCIAL INTERESTS NOR ANY FAMILY RELATIONSHIPS WITH THE EXECUTIVES AND WHO OTHERWISE SATISFY THE "NO CONFLICT-OF-INTEREST" RULES OF THE IRS INTERMEDIATE SANCTIONS RULES. THE CHAIR OF THE BOARD OF TRUSTEES SERVES AS THE CHAIR OF THIS COMMITTEE.THE COMMITTEE WILL BE COMPOSED OF NO LESS THAN FIVE (5) MEMBERS FROM THE TRUSTEES. COMMITTEE MEMBERS SHALL BE APPOINTED BY THE BOARD CHAIR FROM AMONG THE MEMBERSHIP OF THE BOARD. (SEE TRUSTEES BYLAWS) DETAILED MINUTES OF THE MEETINGS ARE KEPT AND APPROVED AT THE NEXT FOLLOWING COMMITTEE MEETING. 7. AFFIRM ANNUALLY COMPLIANCE WITH THE VARIOUS REQUIREMENTS OF THE IRS INTERMEDIATE SANCTIONS RULES IN ORDER TO ENSURE ENJOYMENT OF THE "REBUTTABLE PRESUMPTION" OF REASONABLENESS OF HOMEWOOD'S EXECUTIVE COMPENSATION PACKAGES. 8. WORK DIRECTLY WITH INDEPENDENT ADVISORS AND/OR RECEIVE SALARY SURVEYS FROM THIRD PARTIES. 9. A COPY OF THE HOMEWOOD RETIREMENT CENTERS AND FOUNDATION'S ANNUAL FORM 990, AS PROFESSIONALLY PREPARED BY HOMEWOOD'S AUDITORS WILL BE E-MAILED TO THE EXECUTIVE COMPENSATION COMMITTEE 72 HOURS PRIOR TO FILING FOR REVIEW AND COMMENT. ECC APPROVED NOVEMBER 21, 2006, REVISED 11/6/08, 6/4/10, 4/8/16, 9/8/17 EXECUTIVE COMPENSATION PLAN FRAMEWORK THE EXECUTIVE COMPENSATION FRAMEWORK PROVIDES THE DETAILS AND PROCESS IN MEETING THE OBJECTIVES OF THE COMPENSATION PHILOSOPHY AND ARCHITECTURE. THE REFERENCE TO EXECUTIVES IN THIS DOCUMENT INCLUDES THE PRESIDENT/CEO AND THE VICE PRESIDENTS/FOUNDATION PRESIDENT. 1. HOMEWOOD WILL PRIMARILY USE THE MOST RECENT CEMO (AAHSA), ERI SENIOR CARE AND THE HCS SURVEYS TO BENCHMARK BASE SALARIES AS WELL AS INCENTIVE COMPENSATION. THE AVERAGE OF THE THREE MID POINTS WILL BE USED AS THE METHOD TO DETERMINE THE 60TH PERCENTILE RANGE. THE VPHR WILL PROVIDE SUMMARY DATA OF THE SURVEYS AND A TALLY SHEET OF CURRENT TOTAL COMPENSATION FOR THE CEO AND VPS'/FOUNDATION PRESIDENT. THE SURVEYS WILL ALSO BE AVAILABLE FOR REVIEW. ANALYSIS AND SUMMARY OF SURVEY DATA WILL GENERALLY BE ADMINISTERED BY AN INDEPENDENT THIRD PARTY CONSULTANT. 2. HOMEWOOD'S EXECUTIVE COMPENSATION WILL HAVE FOUR COMPONENTS. ALL COMPONENTS WILL SUPPORT THE RETENTION, REWARD AND SMOOTH SUCCESSION PLANNING OF EACH POSITION. A) BASE COMPENSATION: SALARY INCREASES - IN GRANTING SALARY INCREASES FOR THE CEO, MISSION OBJECTIVES, PERFORMANCE OF THE ORGANIZATION AND THE POSITION'S INCREASED JOB RESPONSIBILITIES, IN ADDITION TO THE COMPETITIVE SALARY POSITION AND RANGE, MAY BE CONSIDERED. FOR THE CEO, VPS AND THE FOUNDATION PRESIDENT, SALARY INCREASES ARE ESTABLISHED BY THE COMPENSATION COMMITTEE AND RANGES ARE REPORTED TO THE BOARD OF TRUSTEES, BASED ON THE ANNUAL INCREASE GUIDELINES RECOMMENDED BY THE COMMITTEE. THE CEO WILL BE RESPONSIBLE FOR MAKING RECOMMENDATIONS TO THE COMMITTEE CONCERNING SUBORDINATE PAY, ENSURING THAT THOSE RECOMMENDATIONS REFLECT HOMEWOOD'S OVERALL PHILOSOPHY. B) INCENTIVE COMPENSATION: THIS WILL BE IN THE FORM OF TAXABLE COMPENSATION OR ADDITIONAL EMPLOYER CONTRIBUTION TO THE 401A PLAN AS DETERMINED BY HOMEWOOD. THIS MAY ALSO BE AN EMPLOYER CONTRIBUTION TO THE 457(B) PLAN. THIS IS VARIABLE PAY BASED ON HOMEW
FORM 990, PAGE 6, PART VI, LINE 15B	WAGE ADMINISTRATION GUIDELINES FOR THE CALENDAR BUDGET YEAR 2018 HOMEWOOD'S WAGE ADMINISTRATION PROGRAM LOOKS AT BASE PAY RATES THAT TAKE INTO CONSIDERATION IF IT IS: O INTERNALLY EQUITABLE. O EXTERNALLY COMPETITIVE. O AFFORDABLE/COST EFFECTIVE. O LEGAL/DEFENSIBLE. O UNDERSTANDABLE. O APPROPRIATE FOR THE ORGANIZATION. O APPROPRIATE FOR THE WORKFORCE. HOMEWOOD'S WAGE ADMINISTRATION PROGRAM APPLIES PRINCIPLES TO ASSIST IN THE RETENTION AND RECRUITMENT OF CO-WORKERS. HOMEWOOD'S GOAL IS TO PAY WAGES IN THE 60TH PERCENTILE IN THE LONG TERM CARE INDUSTRY FOR MOST POSITIONS TAKING INTO CONSIDERATION THE GEOGRAPHIC AREA. SOME POSITIONS REQUIRE A HIGHER PERCENTAGE DUE TO MARKET CONDITIONS. HOMEWOOD WILL USE THE PA LEADINGAGE STATE WAGE SURVEY TO BENCHMARK STARTING WAGES, IMPLEMENT MARKET WAGE ADJUSTMENTS AND REVIEW WAGE CEILINGS. OTHER WAGE SURVEYS WILL ALSO BE USED TO COMPARE DATA IN OUR INDUSTRY AS WELL AS OTHER INDUSTRIES. HOMEWOOD'S GOAL FOR THE STARTING WAGE AND AVERAGE WAGE WILL BE THE 60TH PERCENTILE. WHEN EITHER THE AVERAGE WAGE OR STARTING WAGE DOES NOT MEET THIS STANDARD A MARKET WAGE ADJUSTMENT WILL BE CONSIDERED. IT IS AT HOMEWOOD'S DISCRETION TO HAVE A HIGHER PERCENTILE THAN THE 60TH FOR SOME POSITIONS. A MARKET ADJUSTMENT IS CONSIDERED WHEN A SPECIFIC POSITION IS DETERMINED TO BE BELOW THE 60TH PERCENTILE FOR THAT GEOGRAPHIC AREA. THE MARKET ADJUSTMENT IS DETERMINED BY THE DOLLARS NEEDED TO REACH THE 60TH PERCENTILE. A FIXED DOLLAR AMOUNT IS GIVEN TO CO-WORKERS IN THAT JOB CATEGORY. HOMEWOOD DOES NOT WANT TO HAVE A PRACTICE WHERE POSITIONS ARE IN THE 95TH OR ABOVE PERCENTILE OF THE PA LEADINGAGE STATE WAGE SURVEY. WAGE INCREASES FOR CO-WORKERS AT OR ABOVE THE 95TH PERCENTILE WILL RECEIVE 50% OF THEIR PERFORMANCE WAGE INCREASE. HOMEWOOD'S UNDERLYING PHILOSOPHY FOR WAGE INCREASES WILL BE BASED ON PERFORMANCE, ON THE POSITION, ON THE CURRENT PAY RATE AND MARKET COMPARISONS. HOMEWOOD EVALUATES AND CONSIDERS HOW SOMEONE IS CURRENTLY PAID BEFORE DETERMINING THE APPROPRIATE WAGE ADJUSTMENT. THE WAGE ADMINISTRATION PROGRAM IS PROVIDED TO SERVE AS A GUIDELINE IN A SYSTEMATIC APPROACH TO WAGE INCREASES. WAGE INCREASES FOR THE CALENDAR YEAR 2018 ARE SEPARATED INTO THE FOLLOWING THREE COMPONENTS: 1. THE AVERAGE WAGE OF EACH JOB CATEGORY (OR ANOTHER DETERMINED WAGE BASED ON WAGE SURVEYS) WILL BE USED AS THE BASIS TO ESTABLISH THE WAGE INCREASE. A PAY GRID IS ESTABLISHED FOR EACH POSITION WHICH HAS A DOLLAR/CENTS AMOUNT LINKED TO THE EVALUATION POINTS. WAGE ADJUSTMENTS ARE ADMINISTERED BASED ON THE CO-WORKER'S PERFORMANCE AND DOES NOT TAKE INTO CONSIDERATION LONGEVITY. EXAMPLE: IF ALL CO-WORKERS IN A JOB CATEGORY HAVE THE SAME TOTAL POINTS FROM THE EVALUATION THEY ALL WILL RECEIVE THE SAME DOLLAR/CENTS PER HOUR INCREASE. 2. AN ADDITIONAL INCREASE MAY BE APPROVED IF PARTICULAR POSITION(S) ARE DETERMINED TO BE BELOW THE MARKET VALUE FOR THAT AREA. THIS INCREASE IS NOT REFLECTIVE OF THE CO-WORKER'S PERFORMANCE OR LONGEVITY. IT IS SOLELY BASED ON THE NEED TO BECOME MORE COMPETITIVE WITH THE SALARY. THE VICE PRESIDENT-HUMAN RESOURCES WILL MAKE INITIAL RECOMMENDATIONS FOR MARKET ADJUSTMENT CONSIDERATION. SITE EXECUTIVES WILL THEN MAKE FINAL RECOMMENDATIONS TO THE VICE PRESIDENT-HUMAN RESOURCES FOR SENIOR MANAGEMENT FINAL APPROVAL. ALL MARKET ADJUSTMENT REQUESTS BY THE SITE EXECUTIVE(S) MUST BE PROVIDED TO THE VICE PRESIDENT-HUMAN RESOURCES FOR THE BUDGET PROCESS AND PRIOR TO SEPTEMBER. 3. THE FOLLOWING WILL BE USED FOR THE DEPARTMENT DIRECTOR POSITIONS. AN INCREASE OF UP TO A MAXIMUM OF 3.0% MAY BE AWARDED WHERE PERFORMANCE EXCEEDS THE NORM IN ALL AREAS AND IS DOCUMENTED IN WRITING IN THE PERFORMANCE APPRAISAL PROCESS. THIS INCREASE WOULD BE CONSISTENT WITH OTHER DIRECTOR'S WHOSE PERFORMANCE IS SIMILAR. THE PERFORMANCE WAGE ADJUSTMENT GRID WILL USE THE PARAMETER OF THE AVERAGE WAGE BEING SET AT 2.5% FOR THE 2018 YEAR. CO-WORKERS ACTIVELY EMPLOYED AS OF JANUARY 1, 2018 MAY BE ELIGIBLE FOR THE WAGE INCREASE. GENERALLY, CO-WORKERS WHO HAVE NOT COMPLETED THE INTRODUCTORY PERIOD WOULD RECEIVE A 1.5% ADJUSTMENT. (IN LIEU OF ANY ADJUSTMENT, A CO-WORKER WHO IS HIRED IN DECEMBER MAY BE PAID THE NEW 2018 STARTING RATE.) WAGE INCREASES WILL BE EFFECTIVE THE PAY PERIOD OF DECEMBER 31, 2017 TO JANUARY 13, 2018 FOR THE JANUARY 19, 2018 PAY DAY. PERFORMANCE IS THE KEY FACTOR- NOT LENGTH OF SERVICE- FOR WAGE INCREASE CONSIDERATION. THE MERE FACT THAT A CO-WORKER HAS CONTINUED TO BE EMPLOYED BY HOMEWOOD IS NOT JUSTIFICATION FOR A WAGE ADJUSTMENT. WAGE ADJUSTMENTS MUST BE BASED UPON A THOROUGH REVIEW OF A CO-WORKER'S PERFORMANCE. EACH SUPERVISOR WILL CONDUCT A FORMAL PERFORMANCE EVALUATION ANNUALLY. THIS TIME IS USED TO PROVIDE OPPORTUNITY FOR FURTHER DEVELOPMENT TO THE CO-WORKER, SUMMARIZING EVENTS ALREADY DISCUSSED THROUGHOUT THE YEAR. THE EVALUATIONS SHOULD BE PRESENTED DURING THE MONTHS OF NOVEMBER AND DECEMBER. IF A CO- WORKER'S JOB PERFORMANCE DOES NOT JUSTIFY ANY INCREASE, THE CO-WORKER SHOULD BE PLACED ON PROBATION AND IF IMPROVEMENT IS NOT EVIDENT, TERMINATION OF EMPLOYMENT IS APPROPRIATE. STARTING WAGE RATES FOR POSITIONS WILL BE ESTABLISHED THROUGH THE BUDGET PROCESS. HUMAN RESOURCES WILL DISTRIBUTE A WORKSHEET TO INITIATE THE PROCESS. THESE RATES ARE ESTABLISHED FOR EACH FACILITY WITH FINAL HUMAN RESOURCES APPROVAL. STARTING PAY RATES ARE INTENDED TO KEEP EACH POSITION COMPETITIVE WITHIN THE JOB MARKET. HR 6/1/2017
FORM 990, PAGE 6, PART VI, LINE 19	THE ORGANIZATION MAKES THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. MUCH OF THE INFORMATION IS MADE AVAILABLE TO THE RESIDENTS AS PART OF THE DISCLOSURE STATEMENTS REQUIRED BY THE STATES.
FORM 990, PART XI, LINE 9	LOSS ON IMPAIRMENT OF ASSETS (IN REVENUE ON F/S) -3,355,756

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2018

Additional Data

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SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

HOMEWOOD AT THE SHENANDOAH VALLEY

Employer identification number

26-2624652

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)HOMEWOOD RETIREMENT CENTERS INC 16107 ELLIOTT PARKWAY PO BOX 250 WILLIAMSPORT,MD217950250 52-1892688	MANAGEMENT	MD	501C3	10	NA		No
(2)HOMEWOOD AT WILLIAMSPORT MD INC 16505 VIRGINIA AVENUE WILLIAMSPORT,MD21795 52-0619001	CCRC	MD	501C3	10	HOMEWOOD RETIREMENT CENTERS INC		No
(3)HOMEWOOD AT HANOVER PA INC 425 WESTMINSTER AVENUE HANOVER,PA17331 52-1931788	CCRC	MD	501C3	10	HOMEWOOD RETIREMENT CENTERS INC		No
(4)HOMEWOOD AT MARTINSBURG PA INC 437 GIVLER DRIVE MARTINSBURG,PA16662 52-1931790	CCRC	MD	501C3	10	HOMEWOOD RETIREMENT CENTERS INC		No
(5)HOMEWOOD AT FREDERICK MD INC 7407 WILLOW ROAD FREDERICK,MD21701 52-1931794	CCRC	MD	501C3	10	HOMEWOOD RETIREMENT CENTERS INC		No
(6)HOMEWOOD FOUNDATION INC 16107 ELLIOTT PARKWAY PO BOX 250 WILLIAMSPORT,MD217950250 52-1892689	FUNDRAISIN	MD	501C3	12A	HOMEWOOD RETIREMENT CENTERS INC		No
(7)HOMEWOOD AT SPRING HOUSE ESTATES INC114 VICTORIA AVENUE EVERETT,PA15537 20-5189952	CCRC	MD	501C3	10	HOMEWOOD RETIREMENT CENTERS INC		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2018

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2018

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

Yes

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

m Performance of services or membership or fundraising solicitations by related organization(s) .................

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

o Sharing of paid employees with related organization(s) ............................

p Reimbursement paid to related organization(s) for expenses ............................

Yes

q Reimbursement paid by related organization(s) for expenses ............................

r Other transfer of cash or property to related organization(s) ............................

s Other transfer of cash or property from related organization(s) ............................

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2018

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2018

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2018

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO PROVIDE COMPASSIONATE, PROFESSIONAL, CARING SERVICE TO ENHANCE THE QUALITY OF LIFE FOR RESIDENTS, CLIENTS AND CO-WORKERS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	0
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	0
5	Total number of individuals employed in calendar year 2018 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........		0
9	Program service revenue (Part VIII, line 2g) .........	179,100	114,301
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	10	-38,588
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)		0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	179,110	75,713
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...		0
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)		0
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	244,525	240,542
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	244,525	240,542
19	Revenue less expenses. Subtract line 18 from line 12.......	-65,415	-164,829
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	7,819,465	3,136,416
21	Total liabilities (Part X, line 26).............	16,763,010	15,600,546
22	Net assets or fund balances. Subtract line 21 from line 20.....	-8,943,545	-12,464,130

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 240,542 including grants of $ ) (Revenue $ 114,301 )
	THE ORGANIZATION CURRENTLY PROVIDES SENIOR HOUSING ACCOMMODATIONS IN 12 INDEPENDENT LIVING COTTAGES, WITH ALL THE AMENITIES OF HOME, BUT WITHOUT THE PROBLEMS OF HOME-OWNERSHIP.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses240,542

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) ERNEST W ANGELL...................................................................... PARENT PRESI	1.00 ................. 46.00	X	0	920,818	396,666
(2) GEORGE C MCCULLOUGH JR...................................................................... SECR/TREAS/V	1.00 ................. 46.00	X	0	423,730	188,063
(3) CANDACE L MCMULLEN...................................................................... PRES./VP-OPE	1.00 ................. 46.00	X	0	415,834	172,433
(4) LINFORD J YODER...................................................................... VP-HUMAN RES	1.00 ................. 46.00	X	0	314,613	142,418

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	2,074,995	899,580

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization

1a	Federated campaigns..	1a
b	Membership dues..	1b
c	Fundraising events..	1c
d	Related organizations	1d
e	Government grants (contributions)	1e

f	All other contributions, gifts, grants, and similar amounts not included above	1f

g	Noncash contributions included in lines 1a - 1f:$
h Total. Add lines 1a-1f.......

		Business Code
2a	FEES FOR CLIENT SERVICES	623000	114,276	114,276
b	OTHER PROGRAM REVENUE	900099	25	25
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f ....		114,301

3 Investment income (including dividends, interest, and othersimilar amounts) ......			58			58
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses	38,646
c	Gain or (loss)	-38,646
d	Net gain or (loss).....			-38,646			-38,646
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			75,713	114,301		-38,588

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
2	Grants and other assistance to domestic individuals. See Part IV, line 22
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......
10	Payroll taxes ...........
11	Fees for services (non-employees):
a	Management ......
b	Legal .........
c	Accounting ...........
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)
12	Advertising and promotion ....
13	Office expenses .......	22,537	22,537
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	96,463	96,463
17	Travel ............
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....
20	Interest ...........	999	999
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	109,359	109,359
23	Insurance ...	2,270	2,270
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	CLIENT CARE	8,879	8,879
b	DUES & LICENSES	35	35
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	240,542	240,542	0	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			1
2	Savings and temporary cash investments .........		366,815	2	457,039
3	Pledges and grants receivable, net ......			3
4	Accounts receivable, net .............			4
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
				5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L ..............
				6
7	Notes and loans receivable, net ....			7
8	Inventories for sale or use ........			8
9	Prepaid expenses and deferred charges ......		31,068	9	26,301
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation	10b		10c
11	Investments—publicly traded securities .			11
12	Investments—other securities. See Part IV, line 11 .....			12
13	Investments—program-related. See Part IV, line 11 ..			13
14	Intangible assets ...............			14
15	Other assets. See Part IV, line 11 ...........		7,421,582	15	2,653,076
16	Total assets. Add lines 1 through 15 (must equal line 34)...		7,819,465	16	3,136,416

17	Accounts payable and accrued expenses .....	18,614	17	6,106
18	Grants payable ...		18
19	Deferred revenue .........		19
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	16,744,396	25	15,594,440
26	Total liabilities. Add lines 17 through 25..	16,763,010	26	15,600,546

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	-8,943,545	27	-12,464,130
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-8,943,545	33	-12,464,130
34	Total liabilities and net assets/fund balances ........	7,819,465	34	3,136,416