TY 2023 Form 990

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)
(1) STEVE MILLER...................................................................... MEMBER	2.00 ................. 2.00	X		0	0
(2) KEVIN TUNICK...................................................................... MEMBER	2.00 ................. 1.00	X		0	0
(3) NANCY CHESCHEIR...................................................................... VICE CHAIR	2.00 ................. 2.00	X	X	0	0
(4) RALPH KARPINOS...................................................................... MEMBER	2.00 ................. 1.00	X		0	0
(5) LEAH OGDEN...................................................................... MEMBER	2.00 ................. 1.00	X		0	0
(6) HUGH TILSON...................................................................... MEMBER	2.00 ................. 4.00	X		0	0
(7) BILL LEHRBURGER...................................................................... MEMBER	2.00 ................. 2.00	X		0	0
(8) RICHARD GURLITZ...................................................................... MEMBER	2.00 ................. 3.00	X		0	0
(9) PICKETT GUTHRIE...................................................................... SECRETARY	2.00 ................. 2.00	X	X	0	0
(10) GREGORY HERMAN-GIDDENS...................................................................... CHAIR	2.00 ................. 1.00	X	X	0	0
(11) ROBIN MCDUFFIE...................................................................... TREASURER	2.00 ................. 4.00	X	X	0	0
(12) ROSEMARY WALDORF...................................................................... MEMBER	2.00 ................. 3.00	X		0	0
(13) DR BRYAN...................................................................... MEMBER	2.00 ................. 3.00	X		0	0
(14) ARON SILVERSTONE...................................................................... MEMBER	2.00 ................. 2.00	X		0	0
(15) JUDITH KRAMER...................................................................... MEMBER	2.00 .................	X		0	0
(16) JUDY JONES...................................................................... EX-OFFICIO	2.00 ................. 1.00	X		0	0
(17) KEVIN MCLEOD...................................................................... PRESIDENT AND CEO	40.00 ................. 8.00		X	364,439	24,712

(A) Name and business address	(B) Description of services	(C) Compensation
US FOODSERVICE PO BOX 602211 CHARLOTTE,NC28260	FOOD SUPPLIER	1,928,244
PERKINS EASTMAN ARCHITECTS DPC 115 FIFTH AVENUE NEW YORK,NY10003	ARCHITECTURAL DESIGN SERVICES	1,419,860
CHATHAM CARPET & INTERIORS INC 50 STILL WATERS DRIVE SILER CITY,NC27344	CARPET AND FLOORING SUPPLIER	786,257
MARSH KITCHEN & BATH 2503 GREENGATE DRIVE GREENSBORO,NC27406	KITCHEN AND BATHROOM COUNTERTOPS AND FIX	725,058
BUD MATTHEWS SERVICE INC 545 OLD FARRINGTON ROAD CHAPEL HILL,NC27517	PLUMBING AND HVAC SERVICES	711,529
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 36

- TIN:

SCHEDULE A
(Form 990)

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 instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

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).)

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 33 1/3% 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 33 1/3% 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 on 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) 2023

Page 2

Part II

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(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) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(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 5 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 2023 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2022 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2023. 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—2022. 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—2023. 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—2022. 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) 2023

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) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	473,718	833,229	438,125	69,270	250	1,814,592
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	37,837,600	40,559,275	39,769,538	44,096,679	47,125,775	209,388,867
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	38,311,318	41,392,504	40,207,663	44,165,949	47,126,025	211,203,459
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons						0
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.						0
c	Add lines 7a and 7b..						0
8	Public support. (Subtract line 7c from line 6.)						211,203,459

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
9	Amounts from line 6...	38,311,318	41,392,504	40,207,663	44,165,949	47,126,025	211,203,459
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	680,386	697,497	1,005,125	1,113,439	987,205	4,483,652
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	680,386	697,497	1,005,125	1,113,439	987,205	4,483,652
11	Net income from unrelated business activities not included on 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.) ..	10,200	23,402	13,908	17,031	118,166	182,707
13	Total support. (Add lines 9, 10c, 11, and 12.)..	39,001,904	42,113,403	41,226,696	45,296,419	48,231,396	215,869,818

First 5 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 2023 (line 8, column (f) divided by line 13, column (f)) .........

97.840 %

Public support percentage from 2022 Schedule A, Part III, line 15 ...............

98.020 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2023 (line 10c, column (f) divided by line 13, column (f)) ......

2.080 %

Investment income percentage from 2022 Schedule A, Part III, line 17 .............

1.940 %

19a

33 1/3% support tests-2023. 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—2022. 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) 2023

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked box 12a, of Part I, complete Sections A and B. If you checked box 12b, of Part I, complete Sections A and C. If you checked box 12c, of Part I, complete Sections A, D, and E. If you checked box12d, 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 lines 3b and 3c 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 box 12a or 12b in Part I, answer lines 4b and 4c 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 lines 5b and 5c 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) .

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

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 on 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 on 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) 2023

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 on lines 11b and 11c below, the governing body of a supported organization?

11a

A family member of a person described on 11a above?

11b

A 35% controlled entity of a person described on line 11a or 11b above? If “Yes” to 11a, 11b, or 11c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the officers, 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 line 2 above, 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 lines 2a and 2b 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 on line 2a, above 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 lines 3a and 3b 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?If "Yes" or "No", 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) 2023

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 0.015 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 0.035	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) 2023

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	1
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity	2
3 Administrative expenses paid to accomplish exempt purposes of supported organizations	3
4 Amounts paid to acquire exempt-use assets	4
5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI)	5
6 Other distributions (describe in Part VI). See instructions	6
7Total annual distributions. Add lines 1 through 6.	7
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions	8
9 Distributable amount for 2023 from Section C, line 6	9
10 Line 8 amount divided by Line 9 amount	10

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2023	(iii) Distributable Amount for 2023
1 Distributable amount for 2023 from Section C, line 6
2 Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2023:
a From 2018.......
b From 2019.......
c From 2020.......
d From 2021.......
e From 2022.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2023 distributable amount
i Carryover from 2018 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from line 3f.
4Distributions for 2023 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2023 distributable amount
c Remainder. Subtract lines 4a and 4b from line 4.
5 Remaining underdistributions for years prior to 2023, 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 2023. 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 2024. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2019.....
b Excess from 2020.....
c Excess from 2021.....
d Excess from 2022.....
e Excess from 2023.....

Schedule A (Form 990) (2023)

Schedule A (Form 990) 2023

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, PART III, LINE 12, EXPLANATION OF OTHER INCOME:	MISCELLANOUS - 2019 AMOUNT: $ 10,200. 2020 AMOUNT: $ 23,402. 2021 AMOUNT: $ 13,908. 2022 AMOUNT: $ 17,031. 2023 AMOUNT: $ 118,166.

Schedule A (Form 990) 2023

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.
right arrow

Attach to Form 990.
right arrow

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

OMB No. 1545-0047

2022

Open to Public Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

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 July 25, 2006, 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 right arrow

Number of states where property subject to conservation easement is located right arrow

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
right arrow

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

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 FASB 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 FASB 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 ......................... right arrow

(ii)

Assets included in Form 990, Part X ............................... right arrow

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 FASB ASC 958 relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... right arrow

Assets included in Form 990, Part X ............................... right arrow

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

Cat. No. 52283D

Schedule D (Form 990) 2022

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	479,168
d	Additions during the year ............................	1d	48,040
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f	527,208

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 right arrow

Permanent endowment right arrow

Term endowment right arrow

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 .....	2,469,975		2,469,975
b	Buildings ....	168,340,420	77,115,473	91,224,947
c	Leasehold improvements
d	Equipment ....	18,467,741	10,841,067	7,626,674
e	Other .....	11,262,758	5,275,663	5,987,095
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				107,308,691

Schedule D (Form 990) 2022

Page 3

Part VII

Investments - Other 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) INVESTMENTS AND ASSETS WHOSE USE IS LIMITED	37,534,903	F
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	37,534,903

Part VIII

Investments - Program 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)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

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
OTHER DEFERRED REVENUE	2,017,537
DEPOSITS ON OCCUPIED UNITS	4,454,520
ADVANCED FEE LIABILITY	185,207,500






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	191,679,557
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) 2022

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
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
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1..................		3
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

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
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
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
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

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
PART IV, LINE 2B:	RESIDENT FUNDS HELD IN AGENCY ACCOUNTS REPRESENT FUNDS WITHHELD FROM RESIDENTS DETERMINED TO BE A FINANCIAL RISK AND RESIDENTS WISHING TO ESTABLISH AGENCY ACCOUNTS IN LIEU OF LONG-TERM CARE INSURANCE. CAROLINA MEADOWS HAS DEPOSITED THESE FUNDS ON THE RESIDENTS' BEHALF IN CERTIFICATES OF DEPOSIT OR MONEY MARKET FUNDS WITH A FINANCIAL INSTITUTION. CAROLINA MEADOWS ACTS AS CUSTODIAN FOR THE AGENCY ACCOUNTS, WHICH ARE LEGALLY OWNED BY THE RESIDENTS. AT DECEMBER 31, 2023 AND 2022, AGENCY FUNDS DUE RESIDENTS WERE APPROXIMATELY $527,000 AND $479,000, RESPECTIVELY.
PART X, LINE 2:	CAROLINA MEADOWS IS A NONPROFIT, TAX-EXEMPT ORGANIZATION EXEMPT FROM FEDERAL INCOME TAXES UNDER INTERNAL REVENUE CODE SECTION 501(C)(3); ACCORDINGLY, THE ACCOMPANYING FINANCIAL STATEMENTS DO NOT REFLECT A PROVISION OR LIABILITY FOR FEDERAL AND STATE INCOME TAXES. CAROLINA MEADOWS HAS DETERMINED THAT IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFIT OR OBLIGATION AS OF DECEMBER 31, 2023

Return Reference

Explanation

PART IV, LINE 2B:

RESIDENT FUNDS HELD IN AGENCY ACCOUNTS REPRESENT FUNDS WITHHELD FROM RESIDENTS DETERMINED TO BE A FINANCIAL RISK AND RESIDENTS WISHING TO ESTABLISH AGENCY ACCOUNTS IN LIEU OF LONG-TERM CARE INSURANCE. CAROLINA MEADOWS HAS DEPOSITED THESE FUNDS ON THE RESIDENTS' BEHALF IN CERTIFICATES OF DEPOSIT OR MONEY MARKET FUNDS WITH A FINANCIAL INSTITUTION. CAROLINA MEADOWS ACTS AS CUSTODIAN FOR THE AGENCY ACCOUNTS, WHICH ARE LEGALLY OWNED BY THE RESIDENTS. AT DECEMBER 31, 2023 AND 2022, AGENCY FUNDS DUE RESIDENTS WERE APPROXIMATELY $527,000 AND $479,000, RESPECTIVELY.

PART X, LINE 2:

CAROLINA MEADOWS IS A NONPROFIT, TAX-EXEMPT ORGANIZATION EXEMPT FROM FEDERAL INCOME TAXES UNDER INTERNAL REVENUE CODE SECTION 501(C)(3); ACCORDINGLY, THE ACCOMPANYING FINANCIAL STATEMENTS DO NOT REFLECT A PROVISION OR LIABILITY FOR FEDERAL AND STATE INCOME TAXES. CAROLINA MEADOWS HAS DETERMINED THAT IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFIT OR OBLIGATION AS OF DECEMBER 31, 2023

Schedule D (Form 990) 2022

Additional Data

Software ID:
Software Version:

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," on Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

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

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization
CAROLINA MEADOWS INC

Employer identification number
56-1380014

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ........................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" on Form 990, Part IV, line 21, for any recipient

that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section (if applicable)	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of noncash assistance	(h) Purpose of grant or assistance
(1) CHATHAM COUNTY LITERACY COUNCIL PO BOX 1696 PITTSBORO,NC27312	58-1870076	501(C)(3)	12,309	0			GENERAL SUPPORT
(2) RISE AGAINST HUNGER 3733 NATIONAL DRIVE SUITE 200 RALEIGH,NC27612	16-1541024	501(C)(3)	12,000	0			GENERAL SUPPORT

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2023

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance	(b) Number of recipients	(c) Amount of cash grant	(d) Amount of noncash assistance	(e) Method of valuation (book, FMV, appraisal, other)	(f) Description of noncash assistance

(1) RESIDENT FINANCIAL ASSISTANCE	4	237,792	BOOK VALUE
(2) CNA SCHOLARSHIP PROGRAM	5	12,895	BOOK VALUE
(2)
(3)
(4)
(5)
(6)
(7)

Part IV

Supplemental Information. Provide the information required in Part I, line 2; Part III, column (b); and any other additional information.

Return Reference

Explanation

PART I, LINE 2:

GRANTEES MUST HAVE 501(C)(3) STATUS AND MUST BE LOCATED IN AND/OR SERVE RESIDENTS IN CHATHAM COUNTY, NORTH CAROLINA. THE FOLLOWING CRITERIA ARE USED DURING THE GRANT EVALUATION PROCESS PROJECT DESCRIPTION: (1) DESCRIPTION - IS THE PROPOSED PROJECT OR PROGRAM CLEARLY DESCRIBED? (2) MISSION SUPPORT - IS THERE CLEAR EVIDENCE THAT THE PROJECT SUPPORTS THE MISSION OF THE AGENCY? (3) NEED - DOES THE PROPOSAL CLEARLY DOCUMENT/EXPLAIN THE NEED FOR THE PROJECT/PROGRAM IN CHATHAM COUNTY? (4) IMPACT - ARE THE PROPOSED OUTCOMES CLEAR, REALISTIC AND MEASURABLE? (5) BUDGET - IS THE BUDGET SUFFICIENTLY DETAILED, REALISTIC AND APPROPRIATE GIVEN THE DESIRED GOALS/IMPACT? (6) EFFECT - IS THERE EVIDENCE THAT A GRANT FROM CAROLINA MEADOWS WILL SIGNIFICANTLY INCREASE THE IMPACT OF THE PROPOSED PROJECT/PROGRAM? (7) COLLABORATIVE EFFORT - IS THE PROPOSED PROJECT/PROGRAM A COLLABORATIVE EFFORT INVOLVING MULTIPLE AGENCIES? (8) REPORTING - GRANTEES ARE REQUIRED TO SUBMIT INTERIM AND FINAL REPORTS TO CAROLINA MEADOWS.

Schedule I (Form 990) 2023

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
medium right arrow graphic

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
medium right arrow graphic

Attach to Form 990.
medium right arrow graphic

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

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

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 on 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 on 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) 2023

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, 1099-MISC compensation, and/or 1099-NEC			(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)
1KEVIN MCLEOD PRESIDENT AND CEO	(i) (ii)	348,562 ------------- 0	0 ------------- 0	15,877 ------------- 0	17,775 ------------- 0	6,937 ------------- 0	389,151 ------------- 0	0 ------------- 0
2BENJAMIN CORNTHWAITE CHIEF OPERATING OFFICER	(i) (ii)	249,154 ------------- 0	17,056 ------------- 0	6,161 ------------- 0	13,168 ------------- 0	14,200 ------------- 0	299,739 ------------- 0	0 ------------- 0
3DONNA MILLER MEDICAL DIRECTOR	(i) (ii)	254,601 ------------- 0	12,056 ------------- 0	2,286 ------------- 0	13,051 ------------- 0	6,416 ------------- 0	288,410 ------------- 0	0 ------------- 0
4GARY LEVINE EXECUTIVE VICE PRESIDENT AND CFO	(i) (ii)	235,122 ------------- 0	12,056 ------------- 0	6,616 ------------- 0	12,229 ------------- 0	9,466 ------------- 0	275,489 ------------- 0	0 ------------- 0
5MELISSA KASS VICE PRESIDENT - MARKETING	(i) (ii)	168,348 ------------- 0	12,056 ------------- 0	889 ------------- 0	7,065 ------------- 0	3,516 ------------- 0	191,874 ------------- 0	0 ------------- 0
6CAROLYN TWISDALE DIRECTOR OF FINANCE AND ACCOUNTING	(i) (ii)	172,962 ------------- 0	0 ------------- 0	709 ------------- 0	680 ------------- 0	1,790 ------------- 0	176,141 ------------- 0	0 ------------- 0
7DANIEL CAMARA VP - PHYSICAL PLANT	(i) (ii)	148,663 ------------- 0	12,056 ------------- 0	1,288 ------------- 0	7,681 ------------- 0	6,415 ------------- 0	176,103 ------------- 0	0 ------------- 0
8SHELLI GIARDINO VP - HUMAN RESOURCES	(i) (ii)	133,098 ------------- 0	12,056 ------------- 0	573 ------------- 0	6,991 ------------- 0	7,269 ------------- 0	159,987 ------------- 0	0 ------------- 0
9LUIS SIBRIAN CNA	(i) (ii)	145,559 ------------- 0	850 ------------- 0	166 ------------- 0	7,144 ------------- 0	1,764 ------------- 0	155,483 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2023

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

PART I, LINE 3

IN DETERMINING CEO COMPENSATION, SALARY INFORMATION IS COMPILED BY THE EXECUTIVE COMMITTEE OF THE PARENT BOARD OF DIRECTORS WHICH SERVES AS THE EXECUTIVE COMPENSATION COMMITTEE. THE COMMITTEE USES A VARIETY OF COMPARABILITY AND SALARY SURVEY DATA FROM CATAPULT INC., INCLUDING THE NC ANNUAL WAGE AND SALARY SURVEY, THE NATIONAL EXECUTIVE COMPENSATION SURVEY, AND GUIDESTAR EXECUTIVE COMPENSATION DATA. ASSESSMENT FORMS RATING THE CEO'S PERFORMANCE ARE ALSO COMPLETED BY MEMBERS OF ALL AFFILIATE BOARDS. USING THE SURVEY DATA AS BENCHMARKS AND THE COMPILED ASSESSMENT DATA AS AN INDICATOR OF PERFORMANCE MANAGEMENT, THE EXECUTIVE COMMITTEE RECOMMENDS TO THE FULL PARENT BOARD FOR APPROVAL OF THE TOTAL CEO COMPENSATION WITHIN THE BOARD ESTABLISHED SALARY RANGE FOR THE CEO POSITION.

Schedule J (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax-Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part Ⅵ, line 24a. Provide descriptions,
explanations, and any additional information in Part Ⅵ.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization
CAROLINA MEADOWS INC

Employer identification number
56-1380014

Part Ⅰ

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	PUBLIC FINANCE AUTHORITY	27-3866124		11-21-2019	12,700,000	TO REFINANCE THE 2010 BONDS WITH A NEW 12/01/34 MATURITY DATE		X		X		X

Part Ⅱ

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	2,865,000
2 Amount of bonds legally defeased ..............
3 Total proceeds of issue ..................	12,700,000
4 Gross proceeds in reserve funds .............
5 Capitalized interest from proceeds .............
6 Proceeds in refunding escrows ...............
7 Issuance costs from proceeds ...............	217,643
8 Credit enhancement from proceeds .............
9 Working capital expenditures from proceeds .............
10 Capital expenditures from proceeds .............
11 Other spent proceeds .............	12,482,357
12 Other unspent proceeds .............
13 Year of substantial completion .............
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue of tax-exempt bonds (or, if issued prior to 2020, a current refunding issue)? ........	X
15 Were the bonds issued as part of an advance refunding issue of taxable bonds (or, if issued prior to 2020, an advance refunding issue)? ........		X
16 Has the final allocation of proceeds been made? ..........	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? ..................	X

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

Cat. No. 50193E

Schedule K (Form 990) 2023

Page 2

Part Ⅲ

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? .............		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? ...............		X
3a Are there any management or service contracts that may result in private business use of bond-financed property? .............		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?
c Are there any research agreements that may result in private business use of bond-financed property? .............		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government ....
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government .........
6 Total of lines 4 and 5 .............
7 Does the bond issue meet the private security or payment test? ...		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........	X

Part Ⅳ

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X
b Exception to rebate? ........	X
c No rebate due? .........		X
If "Yes" to line 2c, provide in Part Ⅵ the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X

Schedule K (Form 990) 2023

Page 3

Part Ⅳ

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X
b Name of provider ..........	TRUIST
c Term of hedge .........	1100.0000000000 %
d Was the hedge superintegrated? ......		X
e Was the hedge terminated? ........		X
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X
b Name of provider ..........
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?		X
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X

Part Ⅴ

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X

Part Ⅵ

Supplemental Information. Provide additional information for responses to questions on Schedule K. (See instructions).

Return Reference	Explanation

Schedule K (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990)

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.
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

Return Reference	Explanation
FORM 990, PART III, LINE 4A	SKILLED NURSING PROVIDES TWO SEPARATE DAILY PROGRAMS CONSISTING OF APPROXIMATELY TEN TO FIFTEEN RESIDENTS WITH MODERATE TO SEVERE MEMORY IMPAIRMENT ARE SERVED DAILY WHILE FIVE TO TEN RESIDENTS WITH RELATIVELY INTACT COGNITION. THERE IS ALSO A MUSIC AND MEMORY PROGRAM UTILIZING INDIVIDUALIZED MUSIC TO SERVE BOTH SKILLED NURSING AND MEMORY CARE RESIDENTS. VOLUNTEERS SUPPLEMENT STAFF MEMBERS TO ENHANCE PROGRAMMING AND QUALITY OF LIFE. ENVIRONMENTAL SERVICES: IN ADDITION TO CLEANING ALL COMMON AREAS AND PROVIDING DAILY SERVICE TO ALL SKILLED NURSING AND ASSISTED LIVING RESIDENTS, ENVIRONMENTAL SERVICES ALSO PROVIDES SERVICE TO APPROXIMATELY 192 INDEPENDENT LIVING RESIDENTS PER MONTH. APPROXIMATELY 60 POUNDS OF LINEN ARE WASHED, DRIED AND IRONED DAILY FOR THE CLUB CENTER DINING ROOMS, IN ADDITION TO LINENS PROVIDED IN THE SKILLED NURSING AND ASSISTED LIVING FACILITIES. TRANSPORTATION: TRANSPORTATION IS PROVIDED TO RESIDENTS AS NEEDED WITH A VARIETY OF VEHICLES, INCLUDING HYBRID SUVS AND HANDICAPPED ASSISTED VANS. INFORMATION TECHNOLOGY: INFORMATION TECHNOLOGY SERVICES ARE PROVIDED TO ALL RESIDENTS UPON REQUEST FOR ISSUES INCLUDING INTERNET, COMPUTER, TECH DEVICES, CABLE TELEVISION, AND PHONE SERVICES. THERE IS ALSO HELP PROVIDED TO ALL NEW INCOMING RESIDENTS AT THE TIME THEY MOVE ONTO CAMPUS. THE DEDICATED RESIDENT SUPPORT SPECIALIST POSITION PROVIDES COMPLETION OF TWELVE TO FIFTEEN RESIDENT SERVICE WORK ORDER TICKETS DAILY. PROPERTY TAXES: FOR 2023, VOLUNTARY PROPERTY TAXES OF $1,229,425 WERE PAID TO SUPPORT NEEDED INFRASTRUCTURE TO BENEFIT CHATHAM COUNTY, NORTH CAROLINA WHERE CAROLINA MEADOWS IS LOCATED.
FORM 990, PART VI, SECTION A, LINE 6	CAROLINA MEADOWS SENIOR COMMUNITIES & SERVICES, INC. IS THE SOLE MEMBER OF CAROLINA MEADOWS, INC.
FORM 990, PART VI, SECTION A, LINE 7A	AS THE SOLE MEMBER, CAROLINA MEADOWS SENIOR COMMUNITIES & SERVICES, INC. ELECTS THE GOVERNING BODY OF CAROLINA MEADOWS, INC.
FORM 990, PART VI, SECTION A, LINE 7B	AS SOLE MEMBER, CAROLINA MEADOWS SENIOR COMMUNITIES & SERVICES, INC. MUST APPROVE ALL SIGNIFICANT DECISIONS OF CAROLINA MEADOWS, INC.
FORM 990, PART VI, SECTION B, LINE 11B	THE 990 IS REVIEWED BY MANAGEMENT, RECOMMENDED BY THE CAROLINA MEADOWS, INC. BOARD FINANCE COMMITTEE AND THEN APPROVED BY THE PARENT BOARD FOLLOWING PREPARATION BY THE CFO AND THE INDEPENDENT TAX ACCOUNTANT. THE REVIEW IS CONDUCTED PRIOR TO FILING WITH THE IRS AND INVOLVES A THOROUGH EXAMINATION OF THE INFORMATION USED AS A BASIS FOR PREPARATION OF THE 990 BY THE CFO AND INDEPENDENT TAX ACCOUNTANT, AS WELL AS EXAMINATION OF THE DRAFT OF THE 990. ANY CHANGES ARE RECOMMENDED TO, AND REVIEWED BY, THE INDEPENDENT TAX ACCOUNTANT.
FORM 990, PART VI, SECTION B, LINE 12C	ANNUALLY, ALL SIGNED COI POLICY AND ATTESTATION FORMS ARE PROVIDED TO ALL BOARD MEMBERS, INCLUDING EX-OFFICIO MEMBERS. THE SAME FORMS ARE PROVIDED TO ALL KEY STAFF EMPLOYEES. THE ATTESTATION FORMS ARE COLLECTED FROM THE BOARD AND KEY EMPLOYEES IN MAY OF EACH YEAR. THEY ARE THEN REVIEWED BY THE BOARD GOVERNANCE COMMITTEE AND CEO FOR ANY INDICATIONS OF ACTUAL OR PERCEIVED CONFLICT NOTED. IF NONE, THE ATTESTATION FORMS ARE ACCEPTED AND STORED. IF THERE WERE TO BE ANY INDICATIONS OF ACTUAL OR PERCEIVED CONFLICT NOTED, THE GOVERNANCE COMMITTEE WOULD ALERT THE BOARD CHAIR AND THE ACTUAL OR PERCEIVED CONFLICT WOULD BE DISCUSSED FURTHER WITH THE INDIVIDUAL INVOLVED TO DETERMINE IF AN ACTUAL CONFLICT EXISTED. IF IT IS BELIEVED AN ACTUAL CONFLICT EXISTS, THEN THE FULL BOARD WOULD REVIEW THE CONFLICT AND MAKE A DETERMINATION HOW BEST TO RESOLVE THE CONFLICT BY EITHER ACCEPTING THE CONFLICT OR REQUIRING THE MEMBER OR STAFF PERSON TO CEASE AND DESIST OR FACE REMOVAL FROM THE BOARD OR TERMINATION FROM EMPLOYMENT IF A KEY STAFF EMPLOYEE. IF A CONFLICT IS ACCEPTED BY THE BOARD, A PERSON INVOLVED IN MATTERS WHERE A CONFLICT EXISTS MUST RECUSE HIMSELF OR HERSELF FROM BOARD MEETING DISCUSSIONS AROUND THE CONFLICT OR BOARD ACTION TAKEN IN REGARD TO THE CONFLICT. IF A CONFLICT INVOLVES A STAFF PERSON, THE STAFF PERSON WOULD EITHER BE REASSIGNED OR TERMINATED, DEPENDING ON THE TYPE OF CONFLICT AND IMPACT TO THE ORGANIZATION.
FORM 990, PART VI, SECTION B, LINE 15	IN DETERMINING THE CEO'S COMPENSATION, SALARY INFORMATION IS COMPILED BY THE EXECUTIVE COMMITTEE OF THE PARENT BOARD OF DIRECTORS WHICH SERVES AS THE EXECUTIVE COMPENSATION COMMITTEE. THE COMMITTEE USES A VARIETY OF COMPARABILITY AND SALARY SURVEY DATA FROM CATAPULT, INC., FORMERLY CAPITAL ASSOCIATED INDUSTRIES (CAI), INCLUDING THE NORTH CAROLINA ANNUAL WAGE AND SALARY SURVEY, THE NATIONAL EXECUTIVE COMPENSATION SURVEY, AND GUIDESTAR EXECUTIVE COMPENSATION DATA. ASSESSMENT FORMS RATING THE CEO'S PERFORMANCE ARE ALSO COMPLETED BY MEMBERS OF ALL AFFILIATE BOARDS. USING THE SURVEY DATA AS BENCHMARKS AND THE COMPILED ASSESSMENT DATA AS AN INDICATOR OF PERFORMANCE MEASUREMENT, THE EXECUTIVE COMMITTEE RECOMMENDS TO THE FULL PARENT BOARD FOR APPROVAL OF THE TOTAL CEO COMPENSATION WITHIN THE BOARD ESTABLISHED SALARY RANGE FOR THE CEO POSITION. BASED ON SALARY AND TOTAL COMPENSATION DATA FROM CATAPULT (FORMERLY CAPITAL ASSOCIATED INDUSTRIES), GUIDESTAR, THE NATIONAL EXECUTIVE COMPENSATION SURVEY, AND LEADINGAGE SURVEY DATA, THE CEO SETS AND APPROVES COMPENSATION FOR THE COO AND CFO POSITIONS WITHIN ESTABLISHED RANGES FOR THE ORGANIZATION BASED ON INPUT AND REVIEW FROM THE PARENT BOARD. THE SALARY AMOUNTS FOR THE CEO, COO, AND CFO ARE FURTHER REVIEWED BY THE FULL PARENT BOARD AS A MEASURE OF OVERSIGHT AND UNDERSTANDING OF TOTAL EXECUTIVE COMPENSATION FOR THE TOP EXECUTIVE POSITIONS. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2023.
FORM 990, PART VI, SECTION C, LINE 19	MINUTES OF QUARTERLY BOARD MEETINGS INCLUDING THE QUARTERLY FINANCIALS AND ANNUAL AUDITED FINANCIAL STATEMENTS ARE PLACED IN THE CAROLINA MEADOWS RESIDENT'S LIBRARY. ARTICLES OF INCORPORATION ARE AVAILABLE ON THE SECRETARY OF STATE'S WEBSITE AND, ALONG WITH THE BOARD BYLAWS, ARE AVAILABLE FOR REVIEW UPON REQUEST. AN ANNUAL DISCLOSURE STATEMENT IS AVAILABLE ON-LINE THROUGH THE NC DEPARTMENT OF INSURANCE (NCDOI.COM), AND INCLUDES IN APPENDICES COPIES OF THE DOI CCRC LICENSE, DHSR NURSING FACILITY LICENSE, ANNUAL AUDITED FINANCIAL STATEMENTS, FIVE-YEAR FINANCIAL PROJECTIONS, CCRC CONTRACT AND OTHER CORPORATE INFORMATION. CONFLICT OF INTEREST STATEMENTS ARE AVAILABLE FOR REVIEW UPON REQUEST.
FORM 990, PART XI, LINE 9:	CHANGE IN FAIR VALUE INTEREST RATE SWAP -169,631. TRANSFER OF NET ASSETS

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

Cat. No. 51056K

Schedule O (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

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.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

CAROLINA MEADOWS INC

Employer identification number

56-1380014

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)CAROLINA MEADOWS HOME CARE INC 100 CAROLINA MEADOWS CHAPEL HILL,NC27517 82-1777558	HOME CARE	NC	501(C)(3)	LINE 12B, II	CAROLINA MEADOWS SR COMM & SERVICES INC		No
(2)CAROLINA MEADOWS SENIOR COMMUNITIES AND SERVICES INC 100 CAROLINA MEADOWS CHAPEL HILL,NC27517 82-1792692	HEALTH CARE	NC	501(C)(3)	LINE 12B, II			No
(3)CAROLINA MEADOWS FOUNDATION INC 100 CAROLINA MEADOWS CHAPEL HILL,NC27517 82-5385916	CHARITABLE FOUNDATION	NC	501(C)(3)	LINE 12B, II	CAROLINA MEADOWS SR COMM & SERVICES INC		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2023

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?		(k) Percentage ownership
(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	(k) Percentage ownership

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	(h) Percentage ownership	(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	(h) Percentage ownership	Yes	No
(1) CAROLINA MEADOWS MANAGEMENT AND DEVELOPMENT SERVICES INC 100 CAROLINA MEADOWS CHAPEL HILL,NC27517 82-1768377	MANAGEMENT SERVICES	NC	SEE PART VII	C					No

Schedule R (Form 990) 2023

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) ............................

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) .................

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

Yes

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

Yes

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

Yes

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

Yes

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

Yes

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

Yes

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) 2023

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?		(k) Percentage ownership
(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	(k) Percentage ownership

Schedule R (Form 990) 2023

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) 2023

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO PROVIDE HOUSING, HEALTH CARE, AND OTHER SERVICES TO RESIDENTS THROUGH A LIFE PLAN COMMUNITY.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	15
5	Total number of individuals employed in calendar year 2023 (Part V, line 2a) ......	5	643
6	Total number of volunteers (estimate if necessary) .............	6	666
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, Part I, line 11 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	69,270	250
9	Program service revenue (Part VIII, line 2g) .........	44,096,679	47,125,775
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,134,957	1,468,172
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	29,049	130,543
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	45,329,955	48,724,740
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	298,032	321,865
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	24,294,520	25,121,205
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	20,234,440	21,025,026
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	44,826,992	46,468,096
19	Revenue less expenses. Subtract line 18 from line 12.......	502,963	2,256,644
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	142,729,166	155,663,157
21	Total liabilities (Part X, line 26).............	199,455,340	207,187,355
22	Net assets or fund balances. Subtract line 21 from line 20.....	-56,726,174	-51,524,198

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 42,285,068 including grants of $ 321,865 ) (Revenue $ 47,125,775 )
	IT IS THE BELIEF THAT IF CAROLINA MEADOWS CEASED TO EXIST, THE ORGANIZATION WOULD BE MISSED WITHIN THE LOCAL COMMUNITY AND THE BROADER COUNTY AREA BECAUSE CAROLINA MEADOWS IS THE 3RD LARGEST EMPLOYER AND THE 4TH LARGEST PROPERTY TAXPAYER IN CHATHAM COUNTY. CAROLINA MEADOWS SUPPORTS A VARIETY OF ORGANIZATIONS AND CAUSES WITHIN THE LOCAL COMMUNITY THAT ALIGN WITH THE GOALS AND BELIEFS OF THE ORGANIZATION, PAYING PARTICULAR ATTENTION TO THE FOLLOWING AREAS:CONTINUED ON SCHEDULE O.-CHATHAM COUNTY PROPERTY TAXES -PROVIDING CHARITY CARE FOR THE RESIDENTS OF CAROLINA MEADOWS-ADDRESSING LITERACY WITHIN ALL AGES OF KIDS AND ADULTS -ADDRESSING FOOD INSECURITY AND HUNGER, PARTICULARLY AMONG CHILDREN AND SENIOR CITIZENS-CONTRIBUTING TO UNITED WAY OF CHATHAM COUNTY AS PART OF A JOINT RESIDENT-ORGANIZATIONAL CAMPAIGN-VALIDATING THE IMPORTANCE OF THE ARTS THROUGH THE CHATHAM ARTIST IN RESIDENCE PROGRAM-SUPPORTING WORKFORCE DEVELOPMENT, INCREASING HOUSING SUPPLY AND AFFORDABILITY, AND SUPPORTING SMALL BUSINESS DEVELOPMENT THROUGH A 5-YEAR, $50,000 PLEDGE FOR A GREATER CHAPEL HILL-CARRBORO CAMPAIGN THROUGH THE CHAPEL HILL CHAMBER OF COMMERCECAROLINA MEADOWS HAS BEEN COMMITTED, SINCE INCEPTION, TO PAYING PROPERTY TAXES ON ITS PROPERTY SINCE THE CAMPUS WAS INITIALLY DEVELOPED THROUGH BANK LOANS AND ENTRY FEES RECEIVED FROM SALE OF INDEPENDENT LIVING UNITS AS THE CAMPUS WAS BUILT OUT OVER THE YEARS. ALL THE INDEPENDENT LIVING UNITS AND THE CURRENT SKILLED NURSING FACILITY WERE FINANCED WITH TRADITIONAL BANK LOANS OR USING FIRST-GENERATION INDEPENDENT LIVING UNIT ENTRY FEES TO PAY FOR THE COST OF CONSTRUCTION. CAROLINA MEADOWS BELIEVES IT BENEFITS GREATLY BY SUPPORTING THE EMERGENCY MANAGEMENT AND COMMUNICATIONS, FIRE MARSHALL, SHERIFF, ENVIRONMENTAL HEALTH AND QUALITY, AGING SERVICES, AND PUBLIC HEALTH DEPARTMENTS WITHIN CHATHAM COUNTY THROUGH ITS ANNUAL PAYMENT OF PROPERTY TAXES. PROPERTY TAXES ARE BUDGETED ANNUALLY AND ARE INCLUDED IN THE MONTHLY FEES PAID BY THE RESIDENTS OF CAROLINA MEADOWS. CAROLINA MEADOWS IS COMMITTED TO PROVIDING FREE HOUSING AND SERVICES TO RESIDENTS WHO MAY HAVE EXHAUSTED THEIR ASSETS THROUGH NO FAULT OF THEIR OWN AND NEED FINANCIAL ASSISTANCE TO COVER THE COST OF HOUSING AND SERVICES. IN ANY GIVEN YEAR, CAROLINA MEADOWS PAYS THE FULL COST OF CARE FOR FIVE TO SIX RESIDENTS WHO HAVE OUTLIVED THEIR FINANCIAL RESOURCES. THE CAROLINA MEADOWS RESIDENTS ASSOCIATION AND CAROLINA MEADOWS, INC. WORK COLLABORATIVELY ON THREE KEY CHARITABLE EVENTS: PBS (FORMERLY UNC TV), CHATHAM COUNTY OUTREACH ALLIANCE (CORA), AND UNITED WAY OF CHATHAM COUNTY. RESIDENTS ALSO PROVIDE SIGNIFICANT VOLUNTEER HOURS TO LOCAL NONPROFIT ORGANIZATIONS IN CHATHAM COUNTY. THE FOLLOWING TABLE REFLECTS THE VOLUNTARY PAYMENTS TO CHATHAM COUNTY, DIRECT FINANCIAL SUPPORT OF LOCAL NONPROFIT ORGANIZATIONS AND PROGRAMS THAT CAROLINA MEADOWS BELIEVES WILL BENEFIT THE LARGER COMMUNITY, BENEVOLENT CARE PROVIDED TO CAROLINA MEADOWS RESIDENTS, AS WELL AS VOLUNTEER HOURS PROVIDED BY CAROLINA MEADOWS' EMPLOYEES TO A VARIETY OF NONPROFIT ORGANIZATIONS TO GOVERNMENT AGENCIES AND CHARITABLE ORGANIZATIONS. DONATION AMOUNTS FOR 2023 ARE AS FOLLOWS:~ CHATHAM COUNTY PROPERTY TAXES$1,229,425~ CHARITY CARE TO CAROLINA MEADOWS RESIDENTS $237,792~ CHATHAM COUNTY LITERACY COUNCIL $12,309~ RISE AGAINST HUNGER $12,000~ CHATHAM COUNTY COUNCIL ON AGING $500~ UNITED WAY OF CHATHAM COUNTY $5,000~ CHATHAM ARTS COUNCIL ARTIST IN RESIDENCE PROGRAM $5,000~ CAMPAIGN FOR A GREATER CHAPEL HILL-CARRBORO (5-YEAR PLEDGE) $10,000~ CHATHAM COUNTY OUTREACH ALLIANCE (CORA) FOOD PANTRY FOR HUNGER RELIEF $2,500~ PBS NORTH CAROLINA (UNC TV) $2,500~ NC LGBT+ ALLIED CHAMBER OF COMMERCE$3,395~ CHATHAM EDUCATION FOUNDATION $2,000~ SALVATION ARMY CHATHAM COUNTY SERVICE CENTER $2,000~ CHATHAM COUNTY CHAMBER OF COMMERCE $2,225~ CHATHAM CARES COMMUNITY PHARMACY $1,500~ NORTH CHATHAM FIRE DEPARTMENT$2,000~ CHATHAM COUNTY HABITAT FOR HUMANITY $1,500~ SECOND BLOOM OF CHATHAM (FAMILY VIOLENCE PREVENTION CENTER)$1,500~ DURHAM TECH COMMUNITY COLLEGE $1,000~ CAROLINA TIGER RESCUE $1,000~ SEAFORTH HEALTH OCCUPATION STUDENTS OF AMERICA $1,000~ CHATHAM CHAMBER OF COMMERCE $700~ ORANGE COUNTY ARTS ALLIANCE$500~ OTHER CHARITABLE DONATIONS $26,660 ~ TOTAL CORPORATE FINANCIAL SUPPORT$1,564,006 ~ EMPLOYEE SERVICE EQUIVALENT IN-KIND DONATIONS TO NUMEROUS CHARITIES AND AREA EVENTS $49,485 ~ TOTAL CORPORATE AND IN-KIND SUPPORT $1,613,491 FITNESS CENTER:THE FITNESS CENTER, POOL, MEDITATION LABYRINTH, NINE-HOLE GOLF COURSE, TENNIS, PICKLEBALL, BASKETBALL HOOP, CROQUET AND BOCCE COURT AMENITIES WERE AVAILABLE THROUGHOUT 2023.WE OFFERED ON AVERAGE 20 CLASSES BOTH IN PERSON AND THROUGH ZOOM IN OUR INDEPENDENT LIVING SETTING. DAILY CLASSES WERE OFFERED IN THE HIGHER LEVELS OF CARE 5 DAYS A WEEK.THE CLASSES OFFERED INCLUDED AEROBICS, STRETCH, STRENGTH, YOGA, BALANCE, MEDITATION, AQUATIC, AND OTHERS. SPECIAL OFFERINGS WERE HELD THROUGHOUT THE YEAR INCLUDING CAMPUS GROUP WALKS, WALKING CHALLENGES, MEDITATION EVENTS, LECTURES AND FALL PREVENTION EXPO EVENT. INDIVIDUAL EQUIPMENT ORIENTATIONS AT NO COST. PERSONALIZED TRAINING SESSIONS IN INDEPENDENT, ASSISTED AND SKILLED SETTINGS WITH A MONTHLY AVERAGE OF 44 CLIENTS. WE OFFER GOLF FITNESS SERVICES INCLUDING SCREENING, AND LESSONS. THREE OF OUR TEAM MEMBERS ARE TRAINED IN PARKINSON'S WELLNESS RECOVERY AND SERIES TRAINING IS OFFERED REGULARLY.TWO WEEKLY CLASSES ARE OFFERED FOR EMPLOYEES AND WALKING CHALLENGES. AMENITIES ARE AVAILABLE FOR STAFF USE.FOUR EMPLOYEES ARE DESIGNATED FOR THE WELLNESS PROGRAM FOR ALL LEVELS OF CARE AND ADDITIONAL SERVICES ARE PROVIDED UNDER CONTRACT INCLUDING SPECIALTY CLASS OFFERINGS (INCLUDING YOGA, TAI CHI, BOXING FOR MOBILITY AND PILATES) AND NUTRITION. WE HAVE THREE CONTRACTED MASSAGE THERAPISTS TO PROVIDE IN-HOME SERVICES TO RESIDENTS IN ALL LEVELS OF CARE. DURING THE SPRING SEMESTER WE PROVIDED AN INTERNSHIP OPPORTUNITY FOR A UNC EXERCISE AND SPORT SCIENCE STUDENT.WELLNESS SERVICES:THE WELLNESS DEPARTMENT PERFORMS ANNUAL FUNCTIONAL FITNESS ASSESSMENTS ON INDEPENDENT LIVING RESIDENTS THAT ARE PATIENTS OF OUR PRIMARY MEDICAL PRACTICE AT THE TIME OF THEIR ANNUAL WELLNESS EXAM. THIS AVERAGES EIGHT PARTICIPANTS PER MONTH. VIRTUE BALANCE GAIT SCREENINGS ARE OFFERED AT NO COST IN BOTH OUR ASSISTED AND INDEPENDENT SETTINGS AND ULTIMATELY TESTED OVER 500 RESIDENTS THROUGH YEAR END. WE HOST QUARTERLY EVENTS AND ONE ON ONE OPPORTUNITIES FOR SCREENINGS. WE OFFERED TWO MATTER OF BALANCE SERIES AND SARCOPENIA PREVENTIONS PROGRAMS DEVELOPED ON EVIDENCE-BASED RESEARCH. WE ALSO OFFER HEALTH COACHING SERVICES INCLUDING A NINE-WEEK GROUP PROGRAM TWICE A YEAR. PHYSICAL, OCCUPATIONAL AND SPEECH THERAPY SERVICES ARE AVAILABLE ON OUR CAMPUS UNDER CONTRACT WITH POWERBACK REHABILITATION. WE HOSTED THREE CAMPUS BLOOD DRIVES FOR THE BLOOD CONNECTION AND THE CHATHAM COUNTY SENIOR GAMES CROQUET, TABLE TENNIS AND MEN'S BOCCE EVENTS.PHYSICAL PLANT SERVICES:THE PHYSICAL PLANT ANNUALLY TURNS OVER AN AVERAGE OF APPROXIMATELY 40 EXISTING INDEPENDENT LIVING UNITS FOR NEW RESIDENTS. EACH UNIT IS REFURBISHED TO NEW OR LIKE-NEW CONDITION FOR THE INCOMING RESIDENT/S. FOR 2023, THERE WERE 14,694 COMPLETED WORK ORDERS FOR INDEPENDENT LIVING RESIDENTS, 1,602 FOR SKILLED NURSING RESIDENTS, AND 2,268 FOR ASSISTED LIVING RESIDENTS. THERE WERE ALSO 3,818 COMMUNITY-WIDE WORK ORDERS COMPLETED INCLUSIVE OF SPECIAL PROJECTS, SECURITY RESPONSES, AND TRASH PICKUP. TOTAL WORKS ORDERS COMPLETED FOR 2023 EQUALED 22,382.DINING SERVICES:DINING SERVICES PROVIDES RESIDENT MEALS DAILY FOR ALL OUR LEVELS OF CARE. FOR RESIDENTS, APPROXIMATELY 83.010 MEALS ANNUALLY WERE SERVED IN SKILLED NURSING, 77,953 IN ASSISTED LIVING, AND 121,605 FOR INDEPENDENT LIVING, FOR A TOTAL OF 282,568 ANNUAL RESIDENT MEALS. ADDITIONAL ANNUAL TOTALS OF APPROXIMATELY 10,693 GUEST MEALS AND 32,138 EMPLOYEE MEALS ARE SERVED ACROSS CAMPUS. TOTAL ANNUAL MEALS SERVED ACROSS CAMPUS FOR 2023 EQUAL APPROXIMATELY 325,399.ACTIVITIES/LIFE ENRICHMENT:BOTH STAFF AND RESIDENTS ARE ABLE TO ARRANGE ACTIVITIES, OFFERINGS ARE DESIGNED TO MEET INTEREST FOR SOCIAL, INTELLECTUAL, SPIRITUAL AND EMOTIONAL NEEDS.INDEPENDENT LIVING HAS A WIDE RANGE OF PROGRAMS COORDINATED BY STAFF AND RESIDENTS. THE MOST POPULAR ACTIVITIES INCLUDE MUSIC AT THE MEADOWS, CAROLINA MEADOWS UNIVERSITY, AND WORLD AFFAIRS FORUM. ATTENDANCE FOR THESE PROGRAMS RANGE UPWARDS FROM 75 RESIDENTS EACH, WITH SPECIAL EVENTS OFTEN DRAWING OVER 200 RESIDENTS. ASSISTED LIVING QUALIFIED STAFF DESIGN AN ACTIVITIES CALENDAR WITH RESIDENT INPUT FOR GROUP AND INDIVIDUAL OPPORTUNITIES. RESIDENTS ARE ENCOURAGED TO CONTINUE INTERESTS AND HOBBIES DEVELOPED OVER A LIFETIME. QUALIFIED STAFF PROVIDE A RANGE OF ACTIVITIES FOR THE MEMORY SUPPORT ENVIRONMENT WITHIN ASSISTED LIVING DESIGNED TO MEET THE PSYCHOSOCIAL NEEDS OF THE RESIDENTS AND TO FACILITATE ENGAGEMENT.

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 expenses42,285,068

(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/1099-NEC)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) BENJAMIN CORNTHWAITE........................................................................ CHIEF OPERATING OFFICER	40.00 .......................	X			272,371	0	27,368
(19) GARY LEVINE........................................................................ EXECUTIVE VICE PRESIDENT AND CFO	40.00 .......................8.00	X			253,794	0	21,695
(20) DONNA MILLER........................................................................ MEDICAL DIRECTOR	40.00 .......................		X		268,943	0	19,467
(21) MELISSA KASS........................................................................ VICE PRESIDENT - MARKETING	40.00 .......................			X	181,293	0	10,581
(22) DANIEL CAMARA........................................................................ VP - PHYSICAL PLANT	40.00 .......................			X	162,007	0	14,096
(23) LUIS SIBRIAN........................................................................ CNA	40.00 .......................			X	146,575	0	8,908
(24) SHELLI GIARDINO........................................................................ VP - HUMAN RESOURCES	40.00 .......................			X	145,727	0	14,260
(25) CAROLYN TWISDALE........................................................................ DIRECTOR OF FINANCE AND ACCOUNTING	40.00 .......................			X	173,671	0	2,470

1b	Sub-Total..............
c	Total from continuation sheets to Part VII, Section A..
d	Total (add lines 1b and 1c).........	1,968,820	0	143,557

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	250

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		250

		Business Code
2a	INDEPENDENT LIVING REV	623000	23,135,827	23,135,827
b	HEALTH CARE CENTER REV	623000	11,012,672	11,012,672
c	ASSISTED LIVING REV	623000	7,182,951	7,182,951
d	DINING	623000	2,489,506	2,489,506
e	REFURBISHING	623000	1,800,539	1,800,539
f	All other program service revenue.		1,504,280	1,504,280
g	Total. Add lines 2a–2f .....		47,125,775

3 Investment income (including dividends, interest, and othersimilar amounts) ......			974,828			974,828
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
			(i) Real	(ii) Personal
6a	Gross rents	6a	12,377
b	Less: rental expenses	6b	0
c	Rental income or (loss)	6c	12,377
d	Net rental income or (loss).......			12,377			12,377
			(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	7a	3,254,116
b	Less: cost or other basis and sales expenses	7b	2,760,772
c	Gain or (loss)	7c	493,344
d	Net gain or (loss).........			493,344			493,344
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..

Business Code
11a	MISCELLANEOUS		623000	118,166			118,166
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			118,166
12	Total revenue. See instructions.....			48,724,740	47,125,775	0	1,598,715

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	84,073	84,073
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	237,792	237,792
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......
5	Compensation of current officers, directors, trustees, and key employees ...........	890,604	195,933	694,671
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........	19,437,191	18,457,672	979,519
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	507,184	413,502	93,682
9	Other employee benefits .......	2,954,929	2,785,285	169,644
10	Payroll taxes ...........	1,331,297	1,118,155	213,142
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	65,679	46,900	18,779
c	Accounting ...........	89,961		89,961
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	187,734		187,734
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	2,830,536	2,811,124	19,412
12	Advertising and promotion ....	53,342	11,664	41,678
13	Office expenses .......	1,519,468	1,353,836	165,632
14	Information technology ......	68,431		68,431
15	Royalties ..
16	Occupancy ...........	3,082,402	2,080,831	1,001,571
17	Travel ............	156,194	100,838	55,356
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	24,229	14,038	10,191
20	Interest ...........	140,616	140,616
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	5,846,589	5,846,589
23	Insurance ...	30,202	30,202
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	FOOD COSTS	2,770,604	2,770,604
b	SHARED APPRECIATION	2,264,933	2,264,933
c	REPAIRS & MAINTENANCE	1,014,677	1,014,677
d	UPGRADES & MODIFICATION	96,438	96,438
e	All other expenses	782,991	409,366	373,625
25	Total functional expenses. Add lines 1 through 24e	46,468,096	42,285,068	4,183,028	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 ........			771,485	1	6,357,129
2	Savings and temporary cash investments .........				2
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			2,269,443	4	2,350,108
5	Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
					6
7	Notes and loans receivable, net ...........				7
8	Inventories for sale or use ............			383,839	8	397,156
9	Prepaid expenses and deferred charges ......			304,935	9	445,346
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	200,540,894
b	Less: accumulated depreciation	10b	93,232,203	104,413,351	10c	107,308,691
11	Investments—publicly traded securities .				11
12	Investments—other securities. See Part IV, line 11 .....			33,085,842	12	37,534,903
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			1,500,271	15	1,269,824
16	Total assets. Add lines 1 through 15 (must equal line 33)...			142,729,166	16	155,663,157

17	Accounts payable and accrued expenses .....	3,213,198	17	5,300,281
18	Grants payable ...		18
19	Deferred revenue .........		19
20	Tax-exempt bond liabilities .........	10,389,164	20	9,680,309
21	Escrow or custodial account liability. Complete Part IV of Schedule D	479,168	21	527,208
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			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	185,373,810	25	191,679,557
26	Total liabilities. Add lines 17 through 25..	199,455,340	26	207,187,355

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	-56,726,174	27	-51,524,198
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	-56,726,174	32	-51,524,198
33	Total liabilities and net assets/fund balances ........	142,729,166	33	155,663,157