2020-10-27T14:01:23-05:00 2019-12-31 134008324 PRICEWATERHOUSECOOPERS LLP 76 S LAURA STREET SUITE 2100 JACKSONVILLE FL 32202 990 2019-01-01 203700526 SANTAFE SENIOR LIVING INC SANT 3523728400 SANTAFE HEALTHCAREINC PO BOX 74 GAINESVILLE FL 326270749 RANDALL L STUART ASSISTANT TREASURER 3523378730 2020-10-27 1 MICHAEL J MULDOON P00889797 9043540671 12.8.190.134 2020-10-27 13:25:40 ED P FE30C765A46D34903E6E5407D23AE6B3CF3BE1BD C0B6FCE7C92735BAA889312035EEB5B663ECBE10 2019 2021-01-29 14:40:06Z LAWRENCE G SCHREIBER SANTAFE HEALTHCAREINC PO BOX 749 GAINESVILLE FL 326270749 5368762 0 X SANTAFEHEALTHCAREFL.ORG X 2005 FL SANTAFE SENIOR LIVING, INC. CREATES AND SUSTAINS PREEMINENT SENIOR LIVING COMMUNITIES. THE PRIMARY EXEMPT PURPOSE OF SANTAFE SENIOR LIVING, INC. IS TO GOVERN AND CARRY OUT THE PURPOSES OF A SYSTEM OF TAX-EXEMPT CHARITABLE ORGANIZATIONS THAT ACQUIRE, OWN, OPERATE, AND MAINTAIN FACILITIES AND SERVICES DESIGNED TO MEET THE PHYSICAL, SOCIAL, EMOTIONAL AND SPIRITUAL NEEDS OF SENIOR INDIVIDUALS. 11 10 19 0 0 0 0 250000 4033678 4686745 392646 432017 0 0 4426324 5368762 0 0 0 0 1550661 1875325 0 0 0 1567797 1928487 3118458 3803812 1307866 1564950 12554853 14134637 19178953 19195140 -6624100 -5060503 X TO CREATE AND SUSTAIN PREEMINENT SENIOR LIVING COMMUNITIES THAT PROVIDE A CONTINUUM OF SERVICES IN HOUSING, HEALTH CARE AND OTHER PROGRAMS TO ENHANCE THE QUALITY AND DIGNITY OF LIFE. 0 0 210729 4686745 DURING THE YEAR, SANTAFE SENIOR LIVING, INC. PROVIDED OVERSIGHT GOVERNANCE AND DEVELOPMENT PLANNING SERVICES TO BONITA SPRINGS RETIREMENT VILLAGE, INC. (DBA THE TERRACES AT BONITA SPRINGS). THE TERRACES AT BONITA SPRINGS SERVED AN AVERAGE PER DAY OF 279 SENIOR CITIZEN RESIDENTS WITH HOUSING, HEALTH CARE AND RELATED SERVICES DURING 2019.DURING THE YEAR, SANTAFE SENIOR LIVING, INC. PROVIDED OVERSIGHT GOVERNANCE AND DEVELOPMENT PLANNING SERVICES TO NORTH FLORIDA RETIREMENT VILLAGE, INC. (DBA THE VILLAGE). THE VILLAGE SERVED AN AVERAGE PER DAY OF 659 SENIOR CITIZEN RESIDENTS WITH AROUND THE CLOCK HOUSING, ASSISTED LIVING AND RELATED SERVICES DURING 2019.DURING THE YEAR, SANTAFE SENIOR LIVING, INC. PROVIDED OVERSIGHT GOVERNANCE AND DEVELOPMENT PLANNING SERVICES TO EAST RIDGE RETIREMENT VILLAGE, INC. EAST RIDGE RETIREMENT VILLAGE, INC. SERVED AN AVERAGE PER DAY OF 352 SENIOR CITIZEN RESIDENTS WITH HOUSING, HEALTH CARE AND RELATED SERVICES DURING 2019. 210729 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 1 64 0 1 19 1 0 0 0 0 0 0 0 0 0 0 0 0 X 11 10 0 0 0 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X RANDALL L STUART ASST TREASURER 3523378730 4300 NW 89TH BLVD GAINESVILLE FL 326065688 X MICHAEL P GALLAGHER CEO/DIRECTOR (THROUGH 3/1/2019) 1.00 59.00 X X 0 2733988 27664 RANDALL L STUART ASSISTANT TREASURER 0.60 59.40 X 0 919470 141343 LAWRENCE G SCHREIBER CHIEF EXECUTIVE OFFICER/DIRECTOR 1.00 59.00 X X 0 675832 171408 STEVEN M ZIEGLER ASSISTANT SECRETARY 1.50 58.50 X 0 689964 154569 TROY R HART PRESIDENT 5.00 55.00 X 0 550696 89250 REBECCA J CATALANOTTO EXECUTIVE DIRECTOR - NFRV, INC. 0.00 50.00 X 0 235585 37947 SAMI B GUEDOUAR EXECUTIVE DIRECTOR - BSRV, INC. 0.00 50.00 X 0 212802 34857 CATHERINE E AYERS FORMER ASSISTANT SECRETARY 1.00 39.00 X 0 235694 9463 KENNETH J CORMIER EXECUTIVE DIRECTOR - ERRV, INC. 0.00 50.00 X 0 184318 40641 DAVID KREMER DIRECTOR SFSL FOUNDATION, INC. 40.00 0.00 X 149378 0 37595 KARL F GOEDERT CONTROLLER 40.00 0.00 X 145562 0 19999 RAMONA WILT DIRECTOR SALES AND MARKETING 40.00 0.00 X 156476 0 2267 ZACHARY A RADKE DIRECTOR CORPORATE IT 40.00 0.00 X 122601 0 18069 CHRISTINA L WHITE ACCOUNTING MANAGER 40.00 0.00 X 111525 0 7109 GLENDA E HOOD CHAIR/DIRECTOR 0.10 2.90 X X 0 91374 0 JACKSON N SASSER PHD VICE CHAIR/DIRECTOR 0.10 1.40 X X 0 63624 0 ROBERT L EPLING TREASURER/DIRECTOR 0.10 1.40 X X 0 61224 0 ALBERT E DOTSON PHD SECRETARY/DIRECTOR 0.10 1.40 X X 0 60897 0 BENJAMIN I DOERR JR DIRECTOR 0.10 1.40 X 0 60031 0 PAUL R PHILIP DIRECTOR 0.10 1.40 X 0 58631 0 JOSEPH W DAVIS DIRECTOR 0.10 1.40 X 0 57631 0 THOMAS A NATIELLO PHD DIRECTOR 0.10 1.40 X 0 56731 0 PAMELA J MOONEY PHD DIRECTOR 0.10 1.40 X 0 55504 0 GEORGE E FLETCHER DIRECTOR 0.10 1.40 X 0 54904 0 SCOTTIE J BUTLER DIRECTOR (THROUGH 11/13/2019) 0.10 1.40 X 0 41669 0 685542 7100569 792181 6 1 1 0 SANTAFE MANAGEMENT SERVICES LLC PO BOX 749 GAINESVILLE FL 326270749 MANAGEMENT & ADMINISTRATIVE 1330855 SANTAFE HEALTHCARE INC PO BOX 749 GAINESVILLE FL 326270749 MANAGEMENT & ADMINISTRATIVE 312467 MOORE STEPHENS LOVELACE PA 255 S ORANGE AVE STE 600 ORLANDO FL 32801 AUDIT SERVICES 168939 HOLLAND & KNIGHT LLP PO BOX 864084 ORLANDO FL 328864084 LEGAL SERVICES 134201 4 250000 250000 MANAGEMENT FEES 561000 4686745 4686745 4686745 432017 432017 5368762 4686745 0 432017 1579398 164505 1414893 40003 9830 30173 145169 12316 132853 110755 10460 100295 1629669 1629669 2720 2720 20897 20897 183020 183020 10047 480 9567 39072 13138 25934 2529 2529 4530 4530 8932 8932 DUES AND ASSESSMENTS 26946 26946 LICENSES AND FEES 125 125 3803812 210729 3593083 0 701242 417091 13724 0 11507295 13445168 39474 0 135356 135356 4530 0 288588 272378 12554853 14134637 190646 216071 18988307 18979069 19178953 19195140 X -6628267 -5063317 4167 2814 -6624100 -5060503 12554853 14134637 X 1564950 -1353 X X 0 1 X 1 0 X X X 5 SANTAFE SENIOR LIVING FOUNDATION INC 264464727 7 0 0 0 BVG ACQUISITION INC 203701186 10 0 0 0 EAST RIDGE RETIREMENT VILLAGE INC 590903331 10 0 0 0 BONITA SPRINGS RETIREMENT VILLAGE INC 262386152 10 0 0 0 NORTH FLORIDA RETIREMENT VILLAGE INC 591912330 10 0 0 0 5 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 PART I, LINE 12G, COL. (IV) AND PART IV, SECTION A, LINE 1: SANTAFE SENIOR LIVING, INC. IS A TYPE II SUPPORTING ORGANIZATION THAT IDENTIFIES ITS SUPPORTED ORGANIZATIONS BY CLASS OR PURPOSE IN ITS ARTICLES OF INCORPORATION IN ACCORDANCE WITH TREASURY REGULATION 1.509(A)-4(D)(2)(I)(B) AND (IV) (HISTORIC AND CONTINUING RELATIONSHIP BETWEEN THE SUPPORTING ORGANIZATION AND THE SUPPORTED ORGANIZATIONS BECAUSE OF WHICH AN IDENTITY OF INTERESTS HAS DEVELOPED BETWEEN OR AMONG THE ORGANIZATIONS). RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 30430 30430 0 PART II-B, LINE 1: SANTAFE SENIOR LIVING, INC. ENGAGED REPRESENTATION TO LOBBY THE FLORIDA STATE LEGISLATURE ON ITS BEHALF REGARDING GENERAL ISSUES OF IMPORTANCE TO THE SENIOR LIVING INDUSTRY. 135356 135356 0 0 DUE TO AFFILIATES 18951399 BENEFITS PAYABLE 27670 18979069 X 5118762 0 5118762 250000 250000 5368762 3803812 0 3803812 0 3803812 PART X, LINE 2: EXPLANATION FOR UNCERTAIN TAX POSITIONS UNDER ASC 740: SANTAFE SENIOR LIVING, INC. DID NOT OBTAIN SEPARATE, INDEPENDENT AUDITED FINANCIAL STATEMENTS FOR 2019, BUT WAS INCLUDED IN THE COMBINED AUDITED FINANCIAL STATEMENTS OF THE SANTAFE SENIOR LIVING, INC. REPORTING GROUP. THE TEXT OF THE ASC 740 FOOTNOTE IN THE COMBINED FINANCIAL STATEMENTS IS AS FOLLOWS: SENIOR LIVING AND THE AFFILIATES ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, NO PROVISION FOR INCOME TAXES HAS BEEN MADE IN THE ACCOMPANYING FINANCIAL STATEMENTS. SENIOR LIVING AND THE AFFILIATES ARE SUBJECT TO INCOME TAXES ON UNRELATED BUSINESS INCOME. SENIOR LIVING AND THE AFFILIATES INCURRED NO INCOME TAX EXPENSE IN 2019 AND 2018 AND HAD NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2019 OR 2018. PART XI, LINE 4B - OTHER ADJUSTMENTS: CONTRIBUTION FROM NORTH FLORIDA RETIREMENT VILLAGE, INC. RECOGNIZED FOR TAX 250,000. 0 1 0 0 0 0 0 0 0 MICHAEL P GALLAGHER CEO/DIRECTOR (THROUGH 3/1/2019) 0 249096 0 2051247 0 433645 0 16800 0 10864 0 2761652 0 0 RANDALL L STUART ASSISTANT TREASURER 0 482682 0 262698 0 174090 0 116077 0 25266 0 1060813 0 85241 LAWRENCE G SCHREIBER CHIEF EXECUTIVE OFFICER/DIRECTOR 0 642682 0 0 0 33150 0 153462 0 17946 0 847240 0 0 STEVEN M ZIEGLER ASSISTANT SECRETARY 0 382640 0 216862 0 90462 0 120218 0 34351 0 844533 0 71294 TROY R HART PRESIDENT 0 358460 0 60521 0 131715 0 54520 0 34730 0 639946 0 34961 REBECCA J CATALANOTTO EXECUTIVE DIRECTOR - NFRV, INC. 0 195699 0 28207 0 11679 0 23669 0 14278 0 273532 0 0 SAMI B GUEDOUAR EXECUTIVE DIRECTOR - BSRV, INC. 0 188574 0 23400 0 828 0 12095 0 22762 0 247659 0 0 CATHERINE E AYERS FORMER ASSISTANT SECRETARY 0 85537 0 144035 0 6122 0 9183 0 280 0 245157 0 0 KENNETH J CORMIER EXECUTIVE DIRECTOR - ERRV, INC. 0 181566 0 0 0 2752 0 21106 0 19535 0 224959 0 0 DAVID KREMER DIRECTOR SFSL FOUNDATION, INC. 139253 0 8040 0 2085 0 9830 0 27765 0 186973 0 0 0 KARL F GOEDERT CONTROLLER 138986 0 4688 0 1888 0 8043 0 11956 0 165561 0 0 0 RAMONA WILT DIRECTOR SALES AND MARKETING 121929 0 0 0 34547 0 0 0 2267 0 158743 0 0 0 PART I, LINE 3 LAWRENCE G SCHREIBER AND MICHAEL P GALLAGHER (THROUGH 3/1/2019) ARE THE CHIEF EXECUTIVE OFFICERS (CEO) OF SANTAFE SENIOR LIVING, INC. MR. SCHREIBER AND MR. GALLAGHER ARE COMPENSATED BY SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE CEO'S FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. PART I, LINE 4B (RELATES TO PART I, LINE 4A): LISTED PERSONS ARE EMPLOYEES OF SANTAFE SENIOR LIVING, INC. OR RELATED ORGANIZATIONS AND ARE COVERED UNDER A SEVERANCE POLICY FOR THEIR RESPECTIVE ORGANIZATION. THE SEVERANCE POLICY INCLUDES MONTHLY PAYMENTS UP TO A MAXIMUM OF 12 - 36 MONTHS UNDER QUALIFYING CIRCUMSTANCES DEPENDING ON POSITION. NO ONE LISTED RECEIVED SEVERANCE OR CHANGE OF CONTROL PAYMENTS DURING 2019. (RELATES TO PART I, LINE 4B): LISTED PERSONS PARTICIPATING IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN THE YEAR: LAWRENCE G SCHREIBER, MICHAEL P GALLAGHER (THROUGH 3/1/2019), RANDALL L STUART, STEVEN M ZIEGLER, TROY R HART AND REBECCA CATALANOTTO ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. THEY PARTICIPATE IN TWO NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS SPONSORED BY SANTAFE HEALTHCARE, INC. FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. MR. GALLAGHER VESTED AND RECEIVED $217,522 FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS IN 2019. MR. STUART VESTED AND RECEIVED $124,495 FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS IN 2019. MR. ZIEGLER VESTED AND RECEIVED $74,857 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2019. MR. HART VESTED AND RECEIVED $113,000 FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS IN 2019. MS. CATALANOTTO VESTED AND RECEIVED $1,946 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2019. CATHERINE E AYERS, A FORMER OFFICER, VESTED AND RECEIVED $6,122 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2019. SCHEDULE J, PART II: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH OVER $2 BILLION IN GROSS RECEIPTS AND MORE THAN 1,900 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY SANTAFE HEALTHCARE, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATES BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2019, EXECUTIVE COMPENSATION AND BENEFITS WERE APPORTIONED AND CHARGED TO SANTAFE SENIOR LIVING, INC. AS FOLLOWS: 10% - LAWRENCE G SCHREIBER, CHIEF EXECUTIVE OFFICER 10% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER (THROUGH 3/1/2019) 100% - TROY R HART, PRESIDENT 2.5% - RANDALL L STUART, ASSISTANT TREASURER 5% - CATHERINE E AYERS, FORMER ASSISTANT SECRETARY 5% - STEVEN M ZIEGLER, ASSISTANT SECRETARY FORM 990, PART VI, SECTION A, LINE 7A SANTAFE SENIOR LIVING, INC.'S ARTICLES OF INCORPORATION AND BYLAWS STATE THAT THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS SHALL CONSTITUTE THE ORGANIZATION'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS CONSTITUTES THE ORGANIZATION'S BOARD OF DIRECTORS, WHICH MAKES ALL GOVERNANCE DECISIONS OF THE ORGANIZATION. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS HAS THE POWER AND AUTHORITY TO ESTABLISH COMMITTEES, TO ELECT AND REMOVE OFFICERS, TO APPROVE AMENDMENTS OF THE ORGANIZATION'S GOVERNING DOCUMENTS, AND TO MODIFY, AMEND, RESCIND, OR REPEAL ANY ACTION TAKEN BY THE ORGANIZATION'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S PROCESS FOR ENSURING THE ACCURATE PREPARATION, REVIEW AND APPROVAL OF THE 2019 FORM 990 BEGAN WITH PROFESSIONAL DEVELOPMENT OF STAFF (SEVERAL OF WHICH ARE CPAS) WHICH WERE INVOLVED IN THE PREPARATION OF THE 2019 FORM 990. IN ADDITION TO STAFF DEVELOPMENT, WHICH INCLUDED ATTENDING TAX SEMINARS AND CLASSES, MANAGEMENT ALSO CONSULTED WITH INDEPENDENT ACCOUNTING FIRMS AND TAX LEGAL COUNSEL REGARDING THE IRS FORM 990 CODE AND FILING REQUIREMENTS. THE ORGANIZATION ALSO PREVIOUSLY EDUCATED ITS MANAGEMENT TEAM, OFFICERS AND DIRECTORS, WITH THE ASSISTANCE OF PRICEWATERHOUSECOOPERS LLP, REGARDING THE FORM 990 AND THEIR INVOLVEMENT IN REVIEWING THE RETURN. FOLLOWING MANAGEMENT'S PREPARATION OF THE 2019 FORM 990, PRICEWATERHOUSECOOPERS, LLP REVIEWED THE 2019 FORM 990. A COPY OF THE 2019 FORM 990 AND ATTACHMENTS WERE PROVIDED TO THE ORGANIZATION'S CURRENT BOARD OF DIRECTORS FOR THEIR REVIEW AND COMMENT. EXECUTIVE MANAGEMENT ADDRESSED ANY QUESTIONS RAISED BY THE BOARD MEMBERS PRIOR TO FILING THE 2019 FORM 990 AND ATTACHMENTS WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C SANTAFE SENIOR LIVING, INC. HAS A PROCEDURE FOR MONITORING AND ENFORCING COMPLIANCE WITH ITS CORPORATE CONFLICT OF INTEREST POLICY (POLICY). EACH COVERED PERSON SHALL RECEIVE A COPY OF THE POLICY FOR REVIEW, SUBMIT AN AFFIRMATION, AND COMPLETE A QUESTIONNAIRE WHICH IS ATTACHED TO THE CODE OF ETHICAL BUSINESS CONDUCT. THE PROCEDURE DETAILS THAT THE CORPORATE SECRETARY HAS RESPONSIBILITY FOR DELIVERY OF THE POLICY TO DIRECTORS AND OFFICERS AND RECEIPT OF THEIR AFFIRMATIONS AND QUESTIONNAIRES. THE HUMAN RESOURCES DEPARTMENT SHALL OBTAIN THE AFFIRMATION AND QUESTIONNAIRE FROM EVERY NEW EMPLOYEE AT ORIENTATION AND FROM ALL EMPLOYEES ANNUALLY. MEMBERS OF CORPORATE ADVISORY BOARDS SUBMIT THE AFFIRMATION AND QUESTIONNAIRE TO THE CHIEF COMPLIANCE OFFICER. ANNUAL CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY INTERNAL STAFF TO ENSURE RECORDS ARE COMPLETE. AS PART OF THE CORPORATE CONTRACT REVIEW PROCESS, CONSIDERATION IS GIVEN TO ANY POTENTIAL CONFLICTS OF INTEREST INVOLVING OPERATIONAL OR FINANCIAL TRANSACTIONS. ALL EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT. INITIAL REVIEW OF EMPLOYEE QUESTIONNAIRES WILL BE PERFORMED BY THE HUMAN RESOURCES DEPARTMENT WITH REVIEW OF ANY DISCLOSURES BY THE CHIEF COMPLIANCE OFFICER WHO WILL EVALUATE, MAKE NECESSARY INQUIRIES, AND INVESTIGATE ALTERNATIVES. BOARD MEMBERS SHALL DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT TO THE CHAIRMAN OF THE SANTAFE HEALTHCARE, INC. BOARD, AND THE CHAIRMAN OR CHIEF COMPLIANCE OFFICER SHALL EVALUATE CONFLICT DISCLOSURES AND, IF APPROPRIATE, INVESTIGATE ALTERNATIVES AND REPORT TO DISINTERESTED BOARD MEMBERS FOR RESOLUTION. THE MINUTES OF THE BOARD OR ANY COMMITTEE MEETING AT WHICH A POTENTIAL OR ACTUAL CONFLICT OF INTEREST IS DISCLOSED OR DISCUSSED SHALL REFLECT THE NAME OF THE INTERESTED PARTY, THE NATURE OF THE CONFLICT, THE DELIBERATIONS AND THE RESOLUTION OF THE CONFLICT. IF IT IS DETERMINED THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE CHIEF COMPLIANCE OFFICER OR THE CHAIRMAN SHALL TAKE APPROPRIATE ACTION, WHICH MAY INCLUDE REMOVAL FROM OFFICE OR TERMINATION OF EMPLOYMENT. FORM 990, PART VI, SECTION B, LINE 15 LINE 15A: LAWRENCE G SCHREIBER AND MICHAEL P GALLAGHER (THROUGH 3/1/2019) ARE THE CHIEF EXECUTIVE OFFICERS (CEO) OF SANTAFE SENIOR LIVING, INC. MR. SCHREIBER AND MR. GALLAGHER ARE COMPENSATED BY SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 15B: PROCESS FOR DETERMINING COMPENSATION FOR OTHER LISTED PERSONS OF SANTAFE SENIOR LIVING, INC. IS AS FOLLOWS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF ALL NON-DIRECTOR OFFICERS AND KEY EMPLOYEES' TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISONS TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF TOTAL DIRECT COMPENSATION AND EXECUTIVE BENEFITS. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY CONSULTANT TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE BOARD OF DIRECTORS' (INCLUDING OFFICER POSITIONS) COMPENSATION. THE COMPETITIVENESS ANALYSIS INCLUDES COMPARISONS TO BOTH NOT-FOR-PROFIT AND PUBLIC COMPANY (EXCLUDING EQUITY COMPONENT) DATA FOR COMPANIES WITHIN THE SAME OR SIMILAR INDUSTRY. ANY COMPENSATION CHANGES ARE APPROVED BY THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS BASED ON THE MARKET COMPETITIVENESS STUDY. FORM 990, PART VI, SECTION C, LINE 19 SANTAFE SENIOR LIVING, INC.'S PROCEDURE FOR MAKING VARIOUS DOCUMENTS AVAILABLE TO THE PUBLIC IS AS FOLLOWS: THE ARTICLES OF INCORPORATION CAN BE ACCESSED DIRECTLY THROUGH THE FLORIDA DEPARTMENT OF STATE, DIVISION OF CORPORATIONS WEBSITE AT WWW.SUNBIZ.ORG. THE CONFLICT OF INTEREST POLICY CAN BE OBTAINED DIRECTLY FROM THE ORGANIZATION UPON WRITTEN REQUEST. SANTAFE SENIOR LIVING, INC. DID NOT OTHERWISE MAKE ITS GOVERNING DOCUMENTS, INCLUDING BYLAWS, AVAILABLE TO THE PUBLIC. IN ADDITION, DURING THE TAX YEAR, SANTAFE SENIOR LIVING, INC. DID NOT MAKE ITS AUDITED FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART VII, SECTION A, LINE 1A: COMPENSATION PAID BY RELATED ORGANIZATIONS: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH OVER $2 BILLION IN GROSS RECEIPTS AND MORE THAN 1,900 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY SANTAFE HEALTHCARE, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATES BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2019, EXECUTIVE COMPENSATION AND BENEFITS WERE APPORTIONED AND CHARGED TO SANTAFE SENIOR LIVING, INC. AS FOLLOWS: 10% - LAWRENCE G SCHREIBER, CHIEF EXECUTIVE OFFICER 10% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER (THROUGH 3/1/2019) 100% - TROY R HART, PRESIDENT 2.5% - RANDALL L STUART, ASSISTANT TREASURER 5% - CATHERINE E AYERS, FORMER ASSISTANT SECRETARY 5% - STEVEN M ZIEGLER, ASSISTANT SECRETARY FORM 990, PART XI, LINE 9: DECREASE IN TEMPORARILY RESTRICTED NET ASSETS -1,353. FORM 990, PART XII, LINE 2C: THE COMPANY'S AUDIT COMMITTEE HAS NOT CHANGED ITS PROCESS FOR SELECTION OF THE INDEPENDENT ACCOUNTANT OR ITS PROCESS FOR MANAGING THE AUDIT. SANTAFE HEALTHCARE INC PO BOX 749 GAINESVILLE FL 326270749 592317607 MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES FL 501(C)(3) 12B TYPE II N/A 0 NORTH FLORIDA RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 591912330 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 NORTH CENTRAL FLORIDA HOSPICE INC PO BOX 749 GAINESVILLE FL 326270749 592490893 HOSPICE CARE FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 BVG ACQUISITION INC PO BOX 749 GAINESVILLE FL 326270749 203701186 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 EAST RIDGE RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 590903331 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 AVMED INC PO BOX 749 GAINESVILLE FL 326270749 592742907 HEALTH CARE FL 501(C)(4) N/A SANTAFE HEALTHCARE INC 0 BONITA SPRINGS RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 262386152 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 SANTAFE SENIOR LIVING FOUNDATION INC PO BOX 749 GAINESVILLE FL 326270749 264464727 CHARITABLE AND EDUCATIONAL PURPOSES FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 0 HOSPICE OF THE FLORIDA KEYS INC PO BOX 749 GAINESVILLE FL 326270749 592386289 HOSPICE CARE & HOME HEALTH CARE FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 0 SF HOLDING CORPINC PO BOX 749 GAINESVILLE FL 326270749 592903901 HOLDING COMPANY FL N/A C 0 AVMED ADMINISTRATORS INC PO BOX 749 GAINESVILLE FL 326270749 842931956 THIRD PARTY ADMINISTRATIVE SERVICES FL N/A C 0 0 0 1 1 0 0 0 0 0 0 0 1 1 1 0 1 1 0 0 AVMED INC M 140525 COST OF SERVICES