Southwinds Inc

“The budget/finance committee of the board of directors reviewed this form 990 in detail and each member of the board of directors was provided a copy of this form 990 prior to its final approval by the entire board of directors.”

“The board chairperson annually asks the board members and key employees to submit a conflict of interest statement to the executive director. Upon receipt, conflict of interest statements are reviewed by the executive director, the board chairperson, and the governance committee of the board of directors. If any action or clarification is necessary, the board chairperson discusses with the board member(s) and/or key employee(s) involved.”

“15 (a)- a performance review of the executive director is conducted annually at the end of the fiscal year by a personnel committee appointed by the board of directors and based upon the executive director's job description. The executive director also completes a self-assessment which is part of the performance review. Together, the personnel committee and executive director develop goals for the upcoming year and evaluate the executive director's achievement of the previous year's goals. If the performance evaluation is deemed satisfactory by the personnel committee, the executive director receives a cost-of-living increase (1-3%), budget permitting. Additionally, the personnel committee may recommend to the board of directors that an additional merit increase (1 or 2%), budget permitting, be awarded prior to the close of the fiscal year. The personnel committee must include detailed documentation of examples of exemplary performance by the executive director to support the recommendation for merit increase. The board of directors has final approval of the merit increase. The amount of funds available for both cost-of-living and merit increases is approved annually by the budget/finance committee and the board of directors. 15(b) - a performance review of key employees is conducted annually at the end of each fiscal year by the executive director based on the key employee's job description. The key employee also completes a self-assessment which is part of the performance review. Together the key employee and executive director develop goals for the upcoming year and evaluate the key employee's achievement of the previous year's goals. If the performance evaluation is deemed satisfactory by the executive director, the key employee receives a cost of living increase (1% to 3%), budget permitting. Additionally, the executive director may recommend to the board of directors that an additional merit increase (1% or 2%), budget permitting, be awarded prior to the close of the fiscal year. The executive director must include detailed documentation of examples of exemplary performance by the key employee to support the recommendation for the additional merit increase. The board of directors has final approval of the merit increase. The amount of funds available for both cost of living and merit increases is approved annually by the budget/finance committee and the board of directors.”

“Southwinds governing documents, conflict of interest policy, and financial statements are available upon request.”

“Fixed asset impairment -60,523.”

“Southwinds has not changed its process for oversight of the audit or selection of an independent accountant.”

“On april 11, 2020, southwinds qualified for and received a $555,800 loan pursuant to the paycheck protection program (program), a program implemented by the u.s. Small business administration (sba) under the coronavirus aid, relief, and economic security act (cares act) for an aggregate principal amount of $555,800 (ppp loan). The ppp loan bore interest at a fixed rate of 1% per annum, with the first ten months of interest deferred, had a term of two years, and was unsecured and guaranteed by the sba. The principal amount of the ppp loan was subject to forgiveness under the program upon southwinds' request to the extent that the ppp loan proceeds were used to pay qualifying expenses under the program. During fiscal year 2021, southwinds applied for and received full forgiveness of the ppp loan with respect to these covered expenses. As a result, the gaap treatment in the audited financial statements treated the forgiveness as a gain on extinguishment/forgiveness of debt but following the instructions to the form 990, the forgiven amount was presented as a government grant in the form 990.”

“After careful consideration and evaluation of potential strategic partners, southwinds' board agreed to enter into a restricted grant agreement (rsa) with passavant memorial homes (pmh) on july 31, 2021. The rsa was amended on august 31, 2021. Pmh is also a pennsylvania nonprofit corporation exempt from federal income tax under code section 501(c)(3). Pmh provides housing and other services to individuals with intellectual disabilities similar to southwinds, though on a broader scale, primarily throughout southwestern pennsylvania. Under the rsa, southwinds will be dissolved and pmh will continue to operate homes previously operated by southwinds. The terms of the rsa call for southwinds to: -satisfy all of its debts, liabilities, and final expenses; -assign certain operating leases to pmh; -establish a $500,000 reserve to pay any residual expenses or obligations (any excess remaining after the dissolution of southwinds shall revert to pmh); -transfer all remaining net assets to pmh on or near october 3, 2021. As a result of this rsa, pmh agreed to: -honor the intended purposes of southwinds' board-designated and donor-restricted funds, using the funds for their specific restricted charitable purposes; -offer employment to all of southwinds' personnel and maintain a presence in the same local communities; -fulfill southwinds' lease obligations under each applicable lease for the remainder of their terms. Total future lease obligations assumed by pmh total approximately $1.1 million. Southwinds is working through satisfying its final expenses via utilization of the above-mentioned reserve and is in the process of filing for formal dissolution of the entity. Southwinds fully expects to formally dissolve on december 31, 2021, subject to certain governmental approvals.”