2015-11-13T08:56:43-06:00 2014-12-31 390859910 BAKER TILLY VIRCHOW KRAUSE LLP 1650 MARKET STREET 45TH FLOOR PHILADELPHIA PA 19103 990 2014-01-01 231900132 ACTS RETIREMENT-LIFE COMMUNITIES INC ACTS 2156618330 375 MORRIS ROAD PO BOX 90 WEST POINT PA 19486 KAREN I CHRISTIANSEN EXEC VP, CFO & ASST TREASURER 2156618330 2015-11-13 1 P00350393 2159720701 2014 2016-04-25 22:37:26Z J MARK VANDERBECK 375 MORRIS ROAD PO BOX 90 WEST POINT PA 19486 413005982 0 X WWW.ACTSRETIREMENT.ORG X 1971 PA ACTS' PURPOSE IS TO SERVE OLDER ADULTS SIXTY-TWO YEARS OF AGE AND OLDER, PROVIDING RETIREMENT-LIFE SERVICES INCLUDING INDEPENDENT LIVING, ASSISTED LIVING, SKILLED NURSING CARE AND COMPLEMENTARY SERVICES; MEETING RESIDENT NEEDS IN A CHRISTIAN MANNER WITHOUT PREJUDICE OR PREFERENCE TO ANY FAITH, IN AN EXPRESSION OF LOVING KINDNESS. 15 14 6076 2460 0 0 1976855 3164009 281358518 312934246 6169811 6813659 4921672 5002891 294426856 327914805 201361 266226 0 0 120264488 135814345 0 0 0 171172684 192669685 291638533 328750256 2788323 -835451 941960784 1127326053 905121780 1061719167 36839004 65606886 X ACTS IS COMMITTED TO PROVIDING SECURITY AND PEACE OF MIND TO ALL SENIORS BY BEING THE PRE-EMINENT PROVIDER OF RETIREMENT-LIFE SERVICES, MEETING SENIORS' SOCIAL, PERSONAL, HEALTH AND SPIRITUAL NEEDS IN A CHRISTIAN ATMOSPHERE GRACED WITH LOVING-KINDNESS, DIGNITY, SENSITIVITY, HONESTY, AND RESPECT WITHOUT PREJUDICE TO ANY INDIVIDUAL OR PREFERENCE TO ANY PARTICULAR FAITH OR CREED. 0 0 280527969 266226 312934246 ACTS PROVIDES COMPREHENSIVE LIFE CARE SERVICES TO SENIOR ADULTS AGED 62 AND OLDER THAT INCLUDE INDEPENDENT LIVING HOUSING, DINING AND NUTRITIONAL SERVICES, PASTORAL SERVICES, SECURITY, HOUSEKEEPING, MAINTENANCE SERVICES AND SOCIAL, CULTURAL, EDUCATIONAL, SPIRITUAL AND RECREATIONAL ACTIVITIES. IN ADDITION, WHEN A RESIDENT'S HEALTH CARE NEEDS CHANGE, ACTS OFFERS HOME HEALTH, ASSISTED LIVING, SKILLED NURSING CARE AND HOSPICE SERVICES. ALL PHYSICAL ACCOMMODATIONS AND SERVICES ARE PROVIDED IN ITS CONTINUING CARE RETIREMENT COMMUNITIES UNDER THE TERMS OF A FORMAL AGREEMENT WHICH ALSO ASSURES THAT ASSISTED LIVING AND SKILLED NURSING CARE WILL BE PROVIDED TO RESIDENTS WHEN THEY NEED IT, WITHOUT A CHANGE IN THEIR MONTHLY FEE, THEREBY OFFERING FURTHER SECURITY AND PEACE OF MIND.IN 2014, ACTS SERVED, ON AVERAGE, 5,876 RESIDENTS IN INDEPENDENT LIVING, 753 RESIDENTS IN ASSISTED LIVING AND 1,180 RESIDENTS IN SKILLED CARE. IN ADDITION, APPROXIMATELY 1,700 RESIDENTS RECEIVED HOMECARE SERVICES. 280527969 1 1 0 1 0 0 0 0 1 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 0 0 0 1 581 0 1 6076 1 0 0 0 0 0 0 0 0 0 0 X 15 14 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 PA NC FL GA SC AL MD X KAREN I CHRISTIANSEN 2156618330 375 MORRIS ROAD PO BOX 90 WEST POINT PA 19486 DONALD L DAVIS CHAIRMAN 15.00 6.10 X X 0 0 0 THOMAS A DUNN III VICE CHAIRMAN 1.50 0.60 X X 0 0 0 MARVIN MASHNER PRESIDENT & CEO THROUGH 7/31/14 26.00 19.50 X X 0 644837 24811 ELRIC C GERNER SECRETARY 2.00 2.50 X X 0 0 0 MERRILL S MOYER TREASURER 2.00 1.30 X X 0 0 0 JOHN L ESTERHAI JR MD DIRECTOR 2.00 1.00 X 0 0 0 ROBERT B EVANS DIRECTOR 2.00 1.00 X 0 0 0 JOHN J MARCHESCHI DIRECTOR 2.00 2.00 X 0 0 0 GEORGE R GUNN JR DIRECTOR 1.20 0.30 X 0 0 0 H BRUCE DETWEILER DIRECTOR 0.80 0.50 X 0 0 0 ANNLOUISE DEVENNEY DIRECTOR 2.00 0.10 X 0 0 0 GEORGE M FURLONG JR DIRECTOR 2.00 1.00 X 0 0 0 DONNA J JACOBI MD DIRECTOR 2.00 0.10 X 0 0 0 DONALD E KINKAID DIRECTOR 2.00 0.00 X 0 0 0 BONNIE PEARSON DIRECTOR 2.00 0.00 X 0 0 0 GERALD T GRANT ASST TREASURER; PRESIDENT & COO 8/14 30.00 25.10 X 0 435932 174351 J MARK VANDERBECK ASSISTANT SECRETARY; CEO 8/1/14 30.00 25.10 X 0 430295 411171 JEREMY NEELY REGIONAL VICE PRESIDENT 30.00 15.00 X 0 155542 15774 KAREN I CHRISTIANSEN EXEC VP, CFO & ASST TREASURER 30.00 24.10 X 0 288798 26801 PETER J KRESS VP & CIO 30.00 15.00 X 0 229390 25593 JEFFERSON D KAIGHN SR VP, LEGISLATIVE AFFAIRS & ORG DEVELOPMENT 30.00 15.00 X 0 241516 11907 CHARLES W COXSON III SR VP, COMMUNITY OPERATIONS 30.00 15.00 X 0 234209 25994 HOWARD C BRAXTON II VP SALES 30.00 15.00 X 0 177303 544 GARY J N GINTER VP PROCUREMENT & CONTRACT MGMT 35.00 10.00 X 0 195556 20928 STEPHEN V EGGLES VP DINING SERVICES & WELLNESS 30.00 15.00 X 0 217636 19258 LORI WOODWARD SR VP SALES & MARKETING 30.00 15.00 X 0 252971 17024 JONATHAN GRANT REGIONAL VICE PRESIDENT 30.00 15.00 X 0 203225 23810 KENNETH KARMERIS VP REAL ESTATE SERVICES 30.00 15.00 X 0 170768 23132 JAMES PETTY REGIONAL VICE PRESIDENT 30.00 15.00 X 0 201112 24364 HOLLY SCHADE VP HEALTH & HOME SERVICES 20.00 20.00 X 0 200451 21014 ROBERT WESTERVELT VP OPERATIONS ANALYSIS & COMP 30.00 15.00 X 0 191776 8226 CLAIRE HALTON VP HUMAN RESOURCES 30.00 15.00 X 0 163351 22764 RICHARD A WINTER VP & CONTROLLER 30.00 15.00 X 0 148073 18099 JEFFREY ROCK EXECUTIVE DIRECTOR 40.00 5.00 X 0 164471 18210 MICHAEL LUCAS EXECUTIVE DIRECTOR 40.00 5.00 X 0 157390 17015 STEVEN MESSER EXECUTIVE DIRECTOR 40.00 5.00 X 0 148395 17580 GEORGE BRYAN CAMPUS EXECUTIVE DIRECTOR 40.00 5.00 X 0 149757 16792 JAMES BOLLINGER CORPORATE DIRECTOR, RISK MGMT 30.00 15.00 X 0 144662 11141 0 5547416 996303 9 0 1 0 AEGIS THERAPIES INC PO BOX 8103 FORT SMITH AR 72903 THERAPY SERVICES 6857080 PROCTOR CONSTRUCTION CO 2050 US HIGHWAY 1 STE 200 VERO BEACH FL 32960 GENERAL CONTRACTOR 5508021 JERRY MARSAN PAINTING CO PO BOX 129 1977 N OLDEN AVE EXT TRENTON NJ 086182112 GENERAL CONTRACTOR 3240975 RC TITTER CONSTRUCTION INC 600 RIDLEY CREEK ROAD MEDIA PA 19063 GENERAL CONTRACTOR 2982720 GLYNN DEVINS INC 11230 COLLEGE BLVD OVERLAND PARK KS 66210 MARKETING SERVICES 1982539 103 3164009 3164009 MONTHLY FEES 623000 190685869 190685869 ENTRANCE FEE AMORT. 623000 69046164 69046164 MEDICARE AND MEDICAID 623000 26437642 26437642 MEDICAL SERVICES REV. 623000 17390071 17390071 ADMINISTRATIVE FEE 623000 5388084 5388084 3986416 3986416 312934246 6388791 6388791 667037 667037 84849008 84773493 317684 75515 -317684 -242169 -242169 APARTMENT MODIFICATION 623000 2295168 2295168 CAFE & CATERING INCOME 722210 957501 957501 GUEST SUITE REVENUE 721000 744684 744684 1005538 1005538 5002891 327914805 312934246 0 11816550 66972 66972 199254 199254 155103 155103 108613011 101314949 7298062 2115499 2006796 108703 16886932 15514890 1372042 8043800 7547091 496709 991946 991946 229881 229881 670849 670849 19362556 17400424 1962132 3177356 2804 3174552 9016838 7207194 1809644 1093130 1093130 30688923 30152263 536660 791773 370856 420917 34940 34940 20236667 20236667 50410685 46502919 3907766 5606488 5679923 -73435 MANAGEMENT SERVICES 22760262 22760262 FOOD EXPENSE 17776236 17441207 335029 MEDICAL SUPPLIES 4409422 4408572 850 NURSING HOME ASSESSMENT 1598668 1598668 3813065 2721417 1091648 328750256 280527969 48222287 0 32100 94621 38448201 43108244 13275296 17554340 6081630 6081630 8116572 8814029 1400647872 589668987 671369966 810978885 144778861 186250479 34491458 21746472 12114656 24575013 13252044 8122340 941960784 1127326053 39125024 39433096 407626428 493384185 384562811 436840128 59275000 60887000 14532517 31174758 905121780 1061719167 X 30805979 47113505 5523025 15884209 510000 2609172 36839004 65606886 941960784 1127326053 X -835451 4057228 25546105 X X 0 1 X 1 0 X 2571097 2025918 1029739 1976855 3164009 10767618 254725766 254457667 262284937 286280190 317937137 1375685697 257296863 256483585 263314676 288257045 321101146 1386453315 0 0 0 1386453315 6419259 7594908 6165918 6565981 7055828 33801894 6419259 7594908 6165918 6565981 7055828 33801894 263716122 264078493 269480594 294823026 328156974 1420255209 0.97620 0.97620 0.02380 0.02380 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 328750256 328750256 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 250000 250000 250000 250000 1000000 1500000 1 26800 211860 217835 20825 0 58165578 58165578 1195884009 491908503 703975506 25312137 17205092 8107045 121286148 80555392 40730756 810978885 UNIT DEPOSITS 6778296 FAIR MARKET VALUE OF INVESTMENT CONTRACTS 13563732 DUE TO AFFILIATES 10832730 31174758 X PART IV, LINE 1B: ACTS RETIREMENT-LIFE COMMUNITIES, INC. FUNCTIONS AS A CUSTODIAN FOR THE RECEIPT AND DISTRIBUTION OF FUNDS FOR PATIENTS ON MEDICAID. PART X, LINE 2: ACTS RETIREMENT-LIFE COMMUNITIES ACCOUNTS FOR UNCERTAINTY IN INCOME TAXES USING A RECOGNITION THRESHOLD OF MORE-LIKELY-THAN-NOT TO BE SUSTAINED UPON EXAMINATION BY THE APPROPRIATE TAXING AUTHORITY. MEASUREMENT OF THE TAX UNCERTAINTY OCCURS IF THE RECOGNITION THRESHOLD IS MET. MANAGEMENT DETERMINED THERE WERE NO TAX UNCERTAINTIES THAT MET THE RECOGNITION THRESHOLD IN 2014. THE FEDERAL EXEMPT ORGANIZATION BUSINESS INCOME TAX RETURNS FOR THE COMPANY FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 HAVE BEEN TIMELY FILED BUT REMAIN SUBJECT TO EXAMINATION BY THE INTERNAL REVENUE SERVICE. 1 LEADINGAGE 2519 CONNECTICUT AVE NW WASHINGTON DC 20008 136213525 501(C)(3) 25000 LEADINGAGE LONG TERM SERVICES AND SUPPORT INITIATIVE LEADINGAGE 2519 CONNECTICUT AVE NW WASHINGTON DC 20008 136213525 501(C)(3) 20000 LEADINGAGE INNOVATION FUND 1 SCHOLARSHIPS OFFERED TO CULINARY EMPLOYEES TO FURTHER THEIR EDUCATION 396 199254 PART I, LINE 2: SCHOLARSHIPS ARE AVAILABLE TO CULINARY AND NUTRITION SERVICE EMPLOYEES WHO MEET CERTAIN CRITERIA. FOR ELIGIBILITY, EMPLOYEES MUST WORK UNDER 40 HOURS PER PAY PERIOD, ARE NOT BENEFIT ELIGIBLE, AND MUST WORK A MINIMUM NUMBER OF HOURS DURING A 16 WEEK PERIOD, OFFERED TWO TIMES A YEAR, JANUARY THROUGH MAY AND AUGUST THROUGH NOVEMBER. EMPLOYEES MEETING ALL REQUIREMENTS ARE GRANTED A VOUCHER GOOD FOR $300 TO $500 EACH DURING 2014 THAT CAN BE USED TO FORWARD THEIR EDUCATION. VOUCHERS ARE PRESENTED TO THE EDUCATIONAL INSTITUTION BY THE SCHOLARSHIP RECIPIENT. ACTS RETIREMENT-LIFE COMMUNITIES REIMBURSES THE EDUCATIONAL INSTITUTION UPON RECEIPT OF ORIGINAL VOUCHER. AT TIMES GRANTS MAY ALSO BE PROVIDED TO OTHER CHARITABLE ORGANIZATIONS TO FURTHER THEIR EXEMPT PURPOSE. X 1 1 0 1 0 0 0 0 0 0 0 MARVIN MASHNER PRESIDENT & CEO THROUGH 7/31/14 0 471479 0 173358 0 0 0 11637 0 13174 0 669648 0 0 GERALD T GRANT ASST TREASURER; PRESIDENT & COO 8/14 0 340322 0 95610 0 0 0 157711 0 16640 0 610283 0 0 J MARK VANDERBECK ASSISTANT SECRETARY; CEO 8/1/14 0 343635 0 86660 0 0 0 404178 0 6993 0 841466 0 0 JEREMY NEELY REGIONAL VICE PRESIDENT 0 134323 0 21219 0 0 0 6532 0 9242 0 171316 0 0 KAREN I CHRISTIANSEN EXEC VP, CFO & ASST TREASURER 0 238328 0 50470 0 0 0 10400 0 16401 0 315599 0 0 PETER J KRESS VP & CIO 0 196155 0 33235 0 0 0 9467 0 16126 0 254983 0 0 JEFFERSON D KAIGHN SR VP, LEGISLATIVE AFFAIRS & ORG DEV 0 206266 0 35250 0 0 0 9656 0 2251 0 253423 0 0 CHARLES W COXSON III SR VP, COMMUNITY OPERATIONS 0 199713 0 34496 0 0 0 9560 0 16434 0 260203 0 0 HOWARD C BRAXTON II VP SALES 0 154053 0 23250 0 0 0 0 0 544 0 177847 0 0 GARY J N GINTER VP PROCUREMENT & CONTRACT MGMT 0 165406 0 30150 0 0 0 8120 0 12808 0 216484 0 0 STEPHEN V EGGLES VP DINING SERVICES & WELLNESS 0 185076 0 32560 0 0 0 8865 0 10393 0 236894 0 0 LORI WOODWARD SR VP SALES & MARKETING 0 207160 0 45811 0 0 0 10188 0 6836 0 269995 0 0 JONATHAN GRANT REGIONAL VICE PRESIDENT 0 175016 0 28209 0 0 0 8295 0 15515 0 227035 0 0 KENNETH KARMERIS VP REAL ESTATE SERVICES 0 150328 0 20440 0 0 0 6959 0 16173 0 193900 0 0 JAMES PETTY REGIONAL VICE PRESIDENT 0 172827 0 28285 0 0 0 8310 0 16054 0 225476 0 0 HOLLY SCHADE VP HEALTH & HOME SERVICES 0 172902 0 27549 0 0 0 8166 0 12848 0 221465 0 0 ROBERT WESTERVELT VP OPERATIONS ANALYSIS & COMP 0 165189 0 26587 0 0 0 7643 0 583 0 200002 0 0 CLAIRE HALTON VP HUMAN RESOURCES 0 147279 0 16072 0 0 0 6789 0 15975 0 186115 0 0 RICHARD A WINTER VP & CONTROLLER 0 130634 0 17439 0 0 0 6186 0 11913 0 166172 0 0 JEFFREY ROCK EXECUTIVE DIRECTOR 0 140400 0 24071 0 0 0 6746 0 11464 0 182681 0 0 MICHAEL LUCAS EXECUTIVE DIRECTOR 0 136342 0 21048 0 0 0 6502 0 10513 0 174405 0 0 STEVEN MESSER EXECUTIVE DIRECTOR 0 127340 0 21055 0 0 0 6142 0 11438 0 165975 0 0 GEORGE BRYAN CAMPUS EXECUTIVE DIRECTOR 0 127917 0 21840 0 0 0 2475 0 14317 0 166549 0 0 JAMES BOLLINGER CORPORATE DIRECTOR, RISK MGMT 0 127903 0 16759 0 0 0 5426 0 5715 0 155803 0 0 PART I, LINE 1A THE ORGANIZATION HAS AN ANNUAL BOARD OF DIRECTORS' EDUCATIONAL RETREAT NEAR ONE OR MORE OF THE ORGANIZATION'S COMMUNITIES, WHICH MAY REQUIRE SOME OR ALL OF THEM TO TRAVEL. SPOUSES OF BOARD MEMBERS ARE ALSO INVITED TO ATTEND AT THE COMPANY'S EXPENSE. THESE SPOUSES PARTICIPATE IN EDUCATIONAL SESSIONS, SINCE THEY TOO HAVE AN INTEREST IN THE MISSION OF THE ORGANIZATION, FREQUENTLY BECOME INVOLVED IN DISCUSSION OF THEIR SPOUSE'S ROLE AND HOW THE ORGANIZATION FUNCTIONS, AND ALSO MUST PROVIDE ENABLING SUPPORT TO THE BOARD MEMBER. IN ADDITION, SPOUSES ALSO PROVIDE INSIGHT INTO THE EFFECTS OF ORGANIZATIONAL PLANS AND STRATEGIES. AS SUCH, THIS BENEFIT WAS NOT TREATED AS TAXABLE COMPENSATION. PART I, LINE 3 IT HAS BEEN THE COMPANY'S PRACTICE UNDER THE AUSPICES AND DIRECTION OF ITS MANAGEMENT COMPANY TO UTILIZE AN INDEPENDENT COMPENSATION CONSULTANT ON AN APPROXIMATELY BIENNIAL BASIS FOR THE PURPOSE OF REVIEWING THE COMPENSATION PROGRAM FOR THE ORGANIZATION'S TOP MANAGEMENT POSITIONS, RANGING FROM COMMUNITY MANAGERS UP TO THE CEO. THE STUDY, THE LATEST VERSION OF WHICH WAS COMPLETED IN 2014, INCLUDES COMPARISON OF NOT-FOR-PROFIT AND FOR-PROFIT COMPETITORS, OPERATING EFFECTIVENESS, IDENTIFICATION OF INDUSTRY SPECIFIC TRENDS OR PRACTICES IN COMPENSATION OR RECRUITMENT/EMPLOYMENT. MEASUREMENT AND ACTION ARE GENERALLY FOCUSED AT THE LEVELS FROM THE MEDIAN UP TO THE SEVENTY-FIFTH PERCENTILE AS IDENTIFIED IN THE STUDY. THE REPORTS' GENERAL FINDINGS ARE REVIEWED WITH BOARD OFFICERS. COMPENSATION ADJUSTMENTS FOR THE PRESIDENT & CEO ARE DETERMINED BY A COMMITTEE OF INDEPENDENT BOARD MEMBERS APPOINTED BY THE CHAIRMAN AND ARE BASED ON THE FINDINGS OF THE MOST RECENT STUDY AND A REVIEW OF PERFORMANCE COMPARED AGAINST OBJECTIVE CRITERIA. THIS DETERMINATION IS REPORTED TO AND APPROVED BY THE BOARD OF DIRECTORS AND IS DOCUMENTED IN WRITING BY THE BOARD CHAIR. SIMILARLY, COMPENSATION ADJUSTMENTS FOR THE MOST SENIOR MEMBERS OF MANAGEMENT REFLECT STUDY FINDINGS AND PERFORMANCE MEASUREMENT AGAINST SPECIFIED CRITERIA AND ARE DETERMINED BY THE CEO AND REVIEWED WITH THE BOARD CHAIR. PART I, LINE 4B OTHER COMPENSATION FOR GERALD T. GRANT AND J. MARK VANDERBECK INCLUDES ACCRUALS FOR A DEFERRED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. THE AMOUNT OF THE CURRENT YEAR ACCRUAL IS $147,311 FOR GERALD T. GRANT (NON-VESTED) AND $393,778 FOR J. MARK VANDERBECK (NON-VESTED). A MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232245125 61360PAX8 2006-12-20 24675000 PA REVENUE BONDS SERIES 2006A ISSUED TO FUND CAPITAL IMPROVEMENTS 0 0 0 B MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232245125 61360PBH2 2006-12-20 72612526 ISSUED TO REFUND THE SERIES 1996 PA BONDS, ISSUED DEC. 19,1996 0 0 0 C PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY 521297506 69650MAB5 2006-12-20 20285956 FL REVENUE BONDS SERIES 2006A ISSUED TO FUND CAPITAL IMPROVEMENTS 0 0 0 D PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY 521297506 69650MAC3 2006-12-20 24733977 ISSUED TO REFUND THE SERIES 1996 FL BONDS, ISSUED DEC. 19,1996 0 0 0 A 24675000 2518786 406250 21950261 2006 0 0 1 1 B 29670000 72612526 5723687 959220 67337306 1 0 1 1 C 20285956 2077331 323909 18049739 2009 0 0 1 1 D 24733977 1659437 342332 22934645 1 0 1 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 D 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 0 1 0 0 1 RBC CAPITAL MARKETS 27.300000000000 1 0 1 B 0 0 0 1 0 0 1 RBC CAPITAL MARKETS 13.300000000000 1 0 1 C 0 0 0 1 0 0 1 RBC CAPITAL MARKETS 27.300000000000 1 0 1 D 0 0 0 1 0 0 1 RBC CAPITAL MARKETS 13.300000000000 1 0 1 A 1 B 1 C 1 D 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 12/29/2011 ISSUER NAME: MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 12/29/2011 ISSUER NAME: PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 12/29/2011 ISSUER NAME: PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 12/29/2011 ISSUER NAME: MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 06/03/2014 ISSUER NAME: GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 12/04/2013 ISSUER NAME: GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 06/03/2014 ISSUER NAME: ESCAMBIA COUNTY HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 08/26/2013 ISSUER NAME: ESCAMBIA COUNTY HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 08/28/2013 SCHEDULE K, PART IV, LINE 5 THE MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY BONDS ISSUED 7/25/2012 HAD THE PROJECT FUND GROSS PROCEEDS INVESTED IN A GUARANTEED INVESTMENT CONTRACT WITH BAYERISCH LANDESBANK FOR A TERM OF 2.1 YEARS WHICH EXPIRES JUNE 30, 2015. THE REGULATORY SAFE HARBOR FOR ESTABLISHING THE FAIR MARKET VALUE OF THE GIC WAS SATISFIED. A MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232245125 61360PCA6 2009-06-03 18258677 PA REVENUE BONDS SERIES 2009 ISSUED TO FUND CAPITAL IMPROVEMENTS 0 0 0 B PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY 521297506 69650MAJ8 2010-11-03 53753735 FL REVENUE BONDS SERIES 2010 ISSUED TO FUND CAPITAL IMPROVEMENTS 0 0 0 C MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232245125 61360PCB4 2012-07-25 86115944 ISSUED TO REFUND THE SERIES 1998 PA BONDS & FUND CAP. IMPROVEMENTS 0 0 0 D PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY 521297506 69650MAK5 2012-07-25 14647385 ISSUED TO REFUND THE SERIES 1998 FL BONDS, ISSUED DEC. 1998 0 0 0 A 6945000 18258677 1746192 365173 16502897 2010 0 0 1 1 B 53753735 3647863 3842916 749085 46552129 2013 0 0 1 1 C 86115944 5111306 1320425 861004 14928117 66186811 388832 1 0 1 1 D 14647385 783120 157094 13823791 1 0 1 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 D 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 0 1 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 C 0 1 0 0 0 0 1 AEGON 17.300000000000 1 0 1 D 0 1 0 0 0 0 1 AEGON 11.300000000000 1 0 1 A 1 B 1 C 1 D 1 A GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY 581501826 362763AN4 2012-07-25 13343290 ISSUED TO REFUND THE SERIES 1999 BONDS, ISSUED DEC. 1999 0 0 0 B GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY 581501826 362754DM2 2003-12-10 38500000 GA VARIABLE RATE BONDS SERIES 2003B ISSUED TO FUND COMMUNITY EXPANSION 0 0 0 C GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY 581501826 362763AM6 2009-06-03 16320991 ISSUED TO FUND CAPITAL IMPROVEMENTS AND TO REFUND THE GA SERIES 2003C BONDS 0 0 0 D ESCAMBIA COUNTY HEALTH FACILITIES AUTHORITY 521378815 296110EZ8 2003-07-24 12320000 TO FUND CAPITAL AND REFUND SERIES 1999 BONDS ISSUED JUNE, 1999 0 0 0 A 705000 13343290 807459 143578 12627362 1 0 1 1 B 4480000 38500000 2761128 703271 580000 33026073 1940656 2005 0 0 1 1 C 1160000 16320991 1512606 326419 8003697 6745000 2010 1 0 1 1 D 11070000 12320000 1258674 246400 531161 3339512 7287745 2005 1 0 1 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 C 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 D 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 0 0 0 1 AEGON 10.300000000000 1 0 1 B 0 0 0 1 1 1 BANK OF AMERICA 29.900000000000 0 0 1 AIG 29.600000000000 1 0 1 C 0 0 0 1 0 0 0 0 1 D 0 0 0 1 1 1 BANK OF AMERICA 26.300000000000 0 0 1 AIG 25.600000000000 1 0 1 A 1 B 1 C 1 D 1 A ESCAMBIA COUNTY HEALTH FACILITIES AUTHORITY 521378815 296110FA2 2003-07-24 25395000 TO FUND CAPITAL AND REFUND SERIES 1997 BONDS ISSUED MARCH, 1997 0 0 0 B DELAWARE ECONOMIC DEVELOPMENT AUTHORITY 510269736 NONEAVAIL 2013-12-16 47675000 TO REFUND THE SERIES 2007A BONDS 0 0 0 A 25395000 1546391 507900 1312615 22364390 1 0 1 1 B 47675000 158127 47675000 1 0 1 1 A 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 0 1 1 0 1 AIG 25.600000000000 1 0 1 B 0 0 1 0 1 1 MORGAN STANLEY CAPITAL 4.400000000000 0 0 0 0 1 A 1 B 1 CHARLES W COXSON III OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC. 28786 FAMILY RELATIONSHIP: CHARLES W. COXSON, III, AN OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC., HAS A FAMILY MEMBER WHO IS EMPLOYED BY ACTS RETIREMENT-LIFE COMMUNITIES, INC. MR. COXSON DOES NOT DIRECTLY OR INDIRECTLY SUPERVISE THIS INDIVIDUAL, AND THEREFORE IS NOT INVOLVED IN DETERMINING COMPENSATION AND REVIEWING PERFORMANCE. 0 STEPHEN V EGGLES OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC. 20047 FAMILY RELATIONSHIP: STEPHEN V. EGGLES, AN OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC., HAS A FAMILY MEMBER WHO IS EMPLOYED BY ACTS RETIREMENT-LIFE COMMUNITIES, INC. MR. EGGLES DOES NOT DIRECTLY OR INDIRECTLY SUPERVISE THIS INDIVIDUAL, AND THEREFORE IS NOT INVOLVED IN DETERMINING COMPENSATION AND REVIEWING PERFORMANCE. 0 HOLLY SCHADE OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC. 106271 FAMILY RELATIONSHIP: HOLLY SCHADE, AN OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC., HAS TWO FAMILY MEMBERS WHO ARE EMPLOYED BY ACTS RETIREMENT-LIFE COMMUNITIES, INC. MS. SCHADE DOES NOT DIRECTLY OR INDIRECTLY SUPERVISE THESE INDIVIDUALS, AND THEREFORE IS NOT INVOLVED IN DETERMINING COMPENSATION AND REVIEWING PERFORMANCE. 0 FORM 990, PART VI, SECTION A, LINE 3 ACTS MANAGEMENT SERVICES, INC., AN AFFILIATED ENTITY, PROVIDES MANAGEMENT SERVICES TO ACTS RETIREMENT-LIFE COMMUNITIES, INC. FORM 990, PART VI, SECTION A, LINE 6 ACTS RETIREMENT-LIFE COMMUNITIES, INC. IS A PENNSYLVANIA TAX-EXEMPT ORGANIZATION OF WHICH ACTS RETIREMENT SERVICES, INC., A RELATED PENNSYLVANIA TAX-EXEMPT ORGANIZATION, IS THE SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A ACTS RETIREMENT SERVICES, INC., A RELATED PENNSYLVANIA TAX-EXEMPT ORGANIZATION, IS THE SOLE MEMBER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC. AS SOLE MEMBER, IT HAS THE RIGHT TO ELECT THE MEMBERS OF THE ORGANIZATION'S BOARD. FORM 990, PART VI, SECTION A, LINE 7B ACTS RETIREMENT SERVICES, INC., A RELATED PENNSYLVANIA TAX-EXEMPT ORGANIZATION, IS THE SOLE MEMBER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC. AS SOLE MEMBER, IT HAS THE RIGHT TO AMEND THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS. FORM 990, PART VI, SECTION B, LINE 11 AFTER REVIEW BY THE CFO AND CEO, THE FORM 990 IS REVIEWED, BEFORE FILING, BY THE BOARD OF DIRECTORS' AUDIT COMMITTEE, WHICH INCLUDES TWO CERTIFIED PUBLIC ACCOUNTANTS. THE FORM 990 IS THEN PROVIDED TO THE OTHER MEMBERS OF THE GOVERNING BODY BEFORE FILING. FORM 990, PART VI, SECTION B, LINE 12C A CONFLICT OF INTEREST QUESTIONNAIRE IS COMPLETED ON AN ANNUAL BASIS BY THE ORGANIZATION'S OFFICERS, DIRECTORS AND TRUSTEES. THE RESPONSES ARE REVIEWED BY THE CEO AND CHAIRMAN OF THE BOARD OF DIRECTORS TO DETERMINE IF CONFLICTS ARE PRESENT AND IF SO, THE EXTENT OF THE CONFLICT. FOR CONFLICTS THAT ARISE, THE OFFICER, DIRECTOR OR TRUSTEE MUST RECUSE THEMSELVES FROM PARTICIPATING IN DELIBERATIONS AND DECISIONS THAT INVOLVE THE DETERMINED CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 IT HAS BEEN THE COMPANY'S PRACTICE UNDER THE AUSPICES AND DIRECTION OF ITS MANAGEMENT COMPANY TO UTILIZE AN INDEPENDENT COMPENSATION CONSULTANT ON AN APPROXIMATELY BIENNIAL BASIS FOR THE PURPOSE OF REVIEWING THE COMPENSATION PROGRAM FOR THE ORGANIZATION'S TOP MANAGEMENT POSITIONS, RANGING FROM COMMUNITY MANAGERS UP TO THE CEO. THE STUDY, THE LATEST VERSION OF WHICH WAS COMPLETED IN 2014, INCLUDES COMPARISON OF NOT-FOR-PROFIT AND FOR-PROFIT COMPETITORS, OPERATING EFFECTIVENESS, IDENTIFICATION OF INDUSTRY SPECIFIC TRENDS OR PRACTICES IN COMPENSATION OR RECRUITMENT/EMPLOYMENT. MEASUREMENT AND ACTION ARE GENERALLY FOCUSED AT THE LEVELS FROM THE MEDIAN UP TO THE SEVENTY-FIFTH PERCENTILE AS IDENTIFIED IN THE STUDY. THE REPORTS' GENERAL FINDINGS ARE REVIEWED WITH BOARD OFFICERS. COMPENSATION ADJUSTMENTS FOR THE PRESIDENT & CEO ARE DETERMINED BY A COMMITTEE OF INDEPENDENT BOARD MEMBERS APPOINTED BY THE CHAIRMAN AND ARE BASED ON THE FINDINGS OF THE MOST RECENT STUDY AND A REVIEW OF PERFORMANCE COMPARED AGAINST OBJECTIVE CRITERIA. THIS DETERMINATION IS REPORTED TO AND APPROVED BY THE BOARD OF DIRECTORS AND IS DOCUMENTED IN WRITING BY THE BOARD CHAIR. SIMILARLY, COMPENSATION ADJUSTMENTS FOR THE MOST SENIOR MEMBERS OF MANAGEMENT REFLECT STUDY FINDINGS AND PERFORMANCE MEASUREMENT AGAINST SPECIFIED CRITERIA AND ARE DETERMINED BY THE CEO AND REVIEWED WITH THE BOARD CHAIR. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICIES ARE FILED WITH NUMEROUS REGULATORY AUTHORITIES AND THEREFORE, ARE AVAILABLE TO THE PUBLIC. IN ADDITION, UPON RECEIPT OF A REQUEST AND ITS REVIEW, THE ORGANIZATION WILL MAKE AVAILABLE SUCH DOCUMENTS, AS DEEMED APPROPRIATE. AUDITED FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC. CERTAIN FINANCIAL STATEMENTS, SUCH AS ANNUAL REPORTS AND QUARTERLY REPORTS, ARE POSTED TO THE ORGANIZATION'S WEBSITE AND ARE ALSO AVAILABLE AT EACH OF THE ORGANIZATION'S COMMUNITIES. IN ADDITION, FINANCIAL INFORMATION IS INCLUDED IN THE DISCLOSURE PACKAGES THAT ARE PROVIDED TO PROSPECTIVE RESIDENTS AND MADE AVAILABLE TO THE PUBLIC. CERTAIN OTHER FINANCIAL STATEMENTS ARE ALSO PROVIDED UPON REQUEST. FORM 990, PART XI, LINE 9: UNREALIZED GAIN ON INVESTMENT CONTRACTS -3,333,655. CHANGE IN BENEFICIAL INTEREST IN INVESTMENTS OF ACTS FOUNDATIONS 1,708,011. CHANGE IN VALUE OF SPLIT-INTEREST AGREEMENTS -106,458. MERGER OF PENINSULA UNITED METHODIST HOMES, INC. INTO ACTS 27,278,207. PART XII, FINANCIAL STATEMENTS AND REPORTING THE ORGANIZATION'S ANNUAL FINANCIAL STATEMENTS ARE AUDITED ON A CONSOLIDATED BASIS AND THE ORGANIZATION HAS AN AUDIT COMMITTEE CONSISTING OF BOARD MEMBERS ONLY THAT EXERCISES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT. FORM 990, PART VII, COMPENSATION OF OFFICERS* OTHER COMPENSATION INCLUDES ACCRUALS FOR A DEFERRED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR GERALD T. GRANT (NON-VESTED) AND J. MARK VANDERBECK (NON-VESTED). ACTS ACQUISITION COMPANY LLC 375 MORRIS ROAD WEST POINT PA 19486 231900132 ACQUISITION FLOW THROUGH ENTITY FL 0 6081630 ACTS RETIREMENT-LIFE COMMUNITIES INC PARK POINTE VILLAGE INC 375 MORRIS ROAD WEST POINT PA 19486 582420862 CONTINUING CARE RETIREMENT COMMUNITY SC 501(C)(3) 9 ACTS ACQUISITION COMPANY LLC 0 ACTS RETIREMENT SERVICES INC 375 MORRIS ROAD WEST POINT PA 19486 264573260 SUPPORTING ORGANIZATION PA 501(C)(3) LINE 11B, II N/A 0 ACTS SIGNATURE COMMUNITY SERVICES INC 375 MORRIS ROAD WEST POINT PA 19486 264573131 HOSPICE AND HOME HEALTH SERVICES PA 501(C)(3) 9 ACTS RETIREMENT SERVICES INC 0 ACTS MISSION FOUNDATION 375 MORRIS ROAD WEST POINT PA 19486 264573334 FUNDRAISING PA 501(C)(3) 7 ACTS RETIREMENT SERVICES INC 0 ACTS MANAGEMENT SERVICES INC 375 MORRIS ROAD WEST POINT PA 19486 264573412 CENTRALIZED MANAGEMENT AND DEVELOPMENT SERVICES PA 501(C)(3) LINE 11B, II ACTS RETIREMENT SERVICES INC 0 PENINSULA UNITED METHODIST HOMES INC 375 MORRIS ROAD WEST POINT PA 19486 510082520 OWNS AND OPERATES CONTINUING CARE RETIREMENT COMMUNITIES DE 501(C)(3) 9 ACTS ACQUISITION COMPANY LLC 0 PUMH FOUNDATION INC 375 MORRIS ROAD WEST POINT PA 19486 912161987 FUNDRAISING DE 501(C)(3) 11A, TYPE 1 ACTS MISSION FOUNDATION 0 HERON POINT OF CHESTERTOWN INC 375 MORRIS ROAD WEST POINT PA 19486 521530598 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 ACTS ACQUISITION COMPANY LLC 0 PUMH HOME HEALTH CARE INC 375 MORRIS ROAD WEST POINT PA 19486 510347212 HOSPICE AND HOME HEALTH SERVICES DE 501(C)(3) 9 PENINSULA UNITED METHODIST HOMES INC 0 VILLAGE NURSING CARE INC 375 MORRIS ROAD WEST POINT PA 19486 582643482 HOME HEALTH SERVICE AGENCY GA N/A C 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 0 0 1 0 1 PART I, IDENTIFICATION OF DISREGARDED ENTITIES MAGNOLIA TRACE, AN ACTS RETIREMENT-LIFE COMMUNITY, LLC ("MAGNOLIA TRACE") WAS A DISREGARDED ENTITY THROUGH 12/31/13. ON 1/1/14, MAGNOLIA TRACE WAS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. AS AN OPERATING DIVISION. PART II, IDENTIFICATION OF RELATED TAX-EXEMPT ORGANIZATIONS PENINSULA UNITED METHODIST HOMES, INC. AND PUMH HOME HEALTH CARE, INC. WERE RELATED TAX-EXEMPT ORGANIZATIONS THROUGH 6/30/14. ON 7/1/14, PUMH HOME HEALTH CARE, INC. WAS TERMINATED AND PENINSULA UNITED METHODIST HOMES, INC. WAS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES, INC. AS AN OPERATING DIVISION.