2014-11-13T13:50:15-06:00 2013-12-31 420714325 MCGLADREY LLP 80 CITY SQUARE BOSTON MA 021293742 990 2013-01-01 043195775 EDGEWOOD RETIREMENT COMMUNITY INC EDGE 9787253300 575 OSGOOD STREET NORTH ANDOVER MA 01845 MARLENE ROTERING PRESIDENT/CEO 9787253300 2014-11-13 1 LYNNE JOHNSON P00757336 6179129000 2013 2015-11-30 17:44:51Z MARLENE ROTERING 575 OSGOOD STREET NORTH ANDOVER MA 01845 24307053 0 X WWW.EDGEWOODRC.COM X 1993 MA CONTINUING CARE RETIREMENT COMMUNITY 16 16 475 18 0 0 168771 181101 21651457 19771207 431642 283946 0 0 22251870 20236254 0 0 0 0 10225887 11009335 0 0 0 11569564 14009195 21795451 25018530 456419 -4782276 104435552 102123866 108952546 136354691 -4516994 -34230825 X PROVIDE HOUSING, HEALTH CARE AND OTHER RELATED SERVICES TO THE ELDERLY THROUGH THE CONSTRUCTION AND OPERATION OF THE RETIREMENT COMMUNITY. THIS COMMUNITY OPERATES UNDER THE "LIFE CARE" CONCEPT IN WHICH RESIDENTS ENTER INTO A RESIDENCY AGREEMENT THAT REQUIRES PAYMENT OF A ONE-TIME ENTRANCE AND MONTHLY SERVICE FEES. GENERALLY, THESE PAYMENTS ENTITLE RESIDENTS TO THE USE AND PRIVILEGES OF THE COMMUNITY FOR LIFE. 0 0 20067126 19771207 THE COMMUNITY CONSISTS OF 219 RESIDENTIAL UNITS AND 24 COTTAGES, COMMON SPACE AND 60 NURSING CARE BEDS. THE COMMUNITY OPERATES UNDER THE "LIFE CARE" CONCEPT IN WHICH RESIDENTS ENTER INTO A RESIDENCY AGREEMENT WHICH REQUIRES PAYMENT OF A ONE-TIME ENTRANCE FEE AND MONTHLY SERVICE FEES. THESE PAYMENTS ENTITLE RESIDENTS TO THE USE AND PRIVILEGES OF THE COMMUNITY FOR LIFE. 20067126 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 58 0 1 475 1 0 0 0 0 0 0 0 0 0 0 X 16 16 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 MA X JANE SULLIVAN 9787253300 575 OSGOOD STREET NORTH ANDOVER MA 01845 DAVID K BREEN SECRETARY 5.00 X X 0 0 0 MICHAEL HAWKINS TREASURER 5.00 X X 0 0 0 CHARLES R KENDRICK JR TRUSTEE 5.00 X 0 0 0 TOM E SMITH TRUSTEE 5.00 X 0 0 0 GERARD J FOLEY VICE CHAIR 5.00 X X 0 0 0 DR RABBI ROBERT GOLDSTEIN TRUSTEE 5.00 X 0 0 0 CAMILLE MIRAGLIOTTA-DALY ESQ TRUSTEE 5.00 X 0 0 0 DAVID BRYAN TRUSTEE 5.00 X 0 0 0 ELLIOT HACKER TRUSTEE 5.00 X 0 0 0 DENNIS C GILLESPIE TRUSTEE 5.00 X 0 0 0 TIMOTHY VAILL CHAIR 5.00 X X 0 0 0 DONALD HUGHES RESIDENT VOTING MEMBER 5.00 X 0 0 0 RICHARD COOK RESIDENT VOTING MEMBER 5.00 X 0 0 0 JERRY BISHOFF RESIDENT VOTING MEMBER 5.00 X 0 0 0 MARY WIGGIN-LOUX RN MS TRUSTEE 5.00 X 0 0 0 STANLEY A MARTIN TRUSTEE 5.00 X 0 0 0 THEODORE KRUSE UNTIL OCT 2013 RESIDENT VOTING MEMBER 5.00 X 0 0 0 SHEILA DOHERTY TRUSTEE (UNTIL JUN. 2013) 5.00 X 0 0 0 MARLENE ROTERING PRESIDENT/CEO 40.00 X 291385 0 31557 JANE SULLIVAN CFO 40.00 X 135177 0 30989 NATALIE MACBRIEN CHIEF HEALTH OFFICER 40.00 X 108981 0 10509 535543 0 73055 3 0 1 0 LIFE CARE SERVICES LLC 400 LOCUST STREET SUITE 820 DESMOINES IA 50309 MANAGEMENT CONSULTANTS 678830 REHABCARE GROUP INC CONTRACT THERAPY DIVISION ST LOUIS MO 631503534 REHAB SERVICES 611437 AJ GALLAGHER RISK MANAGEMENT 5229 PAYSPHERE CIRLCE CHICAGO IL 60674 INSURANCE PROVIDER 341294 HINCKLEY ALLEN & SNYDER 28 STATE STREET BOSTON MA 02109 LEGAL SERVICES 321870 4 181101 181101 IND. LIVING UNIT RESIDENT SERVICE 532000 12982696 12982696 HEALTH CENTER RESIDENT SERVICES F 900099 5517583 5517583 ENTRANCE FEES 900099 1270928 1270928 19771207 259752 259752 4094993 4070799 24194 24194 24194 20236254 19771207 0 283946 608598 608598 8326458 7827579 498879 76564 62920 13644 1290806 1230295 60511 706909 638653 68256 600084 600084 467560 467560 70334 70334 975037 78435 896602 466803 466803 73999 73999 66706 66706 1051863 1051863 47351 4658 42693 536966 536966 3140293 3140293 225455 225455 CORRECTIVE PAYMENT 1769438 1769438 AMORTIZATION 932101 932101 FOOD 905679 905679 THERAPIES 692883 692883 1986643 1195363 791280 25018530 20067126 4951404 0 2841771 2510236 3243913 2494632 1444041 1853420 53289 65874 255897 290401 108406568 31221673 78746125 77184895 15364771 15942924 2485745 1781484 104435552 102123866 1335772 1474759 66013451 93787339 39755000 40000000 1848323 1092593 108952546 136354691 X -4562571 -34271571 42927 38096 2650 2650 -4516994 -34230825 104435552 102123866 X -4782276 297276 -27949958 2721127 X 0 1 X 1 0 X 142094 157715 163221 168771 181101 812902 15433339 17919380 20436555 21651457 19771207 95211938 15575433 18077095 20599776 21820228 19952308 96024840 0 0 0 96024840 79076 133116 344023 323384 259752 1139351 79076 133116 344023 323384 259752 1139351 350 500 850 15654859 18210711 20943799 22143612 20212060 97165041 0.98830 0.98620 0.01170 0.01370 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2650 2650 2650 2650 2650 2650 2650 2650 1.00000 0 0 4679755 4679755 96122022 25818984 70303038 5536701 3974170 1562531 2068090 1428519 639571 77184895 REFUNDABLE WAIT LIST DEPOSITS 315900 INTEREST RATE SWAP AGREEMENT LIABILITY 776693 1092593 X 21485219 297276 951689 1248965 20236254 0 20236254 23249092 0 23249092 1769438 1769438 25018530 PART V, LINE 4: THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS IS TO SUPPORT ITS PROGRAMS AND ITS EXEMPT PURPOSE. PART X, LINE 2: THE COMMUNITY FOLLOWS FASB ASC 740 "INCOME TAXES", WHICH CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES BY PRESCRIBING THE RECOGNITION THRESHOLD A TAX POSITION IS REQUIRED TO MEET BEFORE BEING RECOGNIZED IN THE FINANCIAL STATEMENTS. THE COMMUNITY RECOGNIZES A TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY THE TAXING AUTHORITIES. MANAGEMENT EVALUATED THE COMMUNITY'S TAX POSITIONS AND CONCLUDED THAT THE COMMUNITY HAD NO MATERIAL UNCERTAINTIES IN INCOME TAXES AS OF DECEMBER 31, 2013 AND 2012. THE COMMUNITY IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE, OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2010. THE COMMUNITY WILL ACCOUNT FOR INTEREST AND PENALTIES RELATED TO UNCERTAIN TAX POSITIONS, IF ANY, AS PART OF TAX EXPENSE. PART XI, LINE 2D - OTHER ADJUSTMENTS: GAIN ON INTEREST RATE SWAP AGREEMENT 969,962. CORRECTIVE PAYMENT NETTED WITH REVENUES PER AUDIT REPORT -1,769,438. CHANGE IN OBLIGATION TO PROVIDE FUTURE SERVICES 1,751,165. PART XII, LINE 4B - OTHER ADJUSTMENTS: CORRECTIVE PAYMENT NETTED WITH REVENUES PER AUDIT REPORT 1,769,438. X X 0 0 0 0 0 0 0 0 0 MARLENE ROTERING PRESIDENT/CEO 241785 0 49600 0 0 0 0 0 31557 0 322942 0 0 0 JANE SULLIVAN CFO 112140 0 23037 0 0 0 3456 0 27533 0 166166 0 0 0 PART I, LINE 3 OFFICER COMPENSATION WAS PREPARED AND VOTED ON BY THE BOARD OF TRUSTEES. THE BOARD ALSO USES DATA FROM AREA COMMUNITIES. A MASSACHUSETTS DEVELOPMENT FINANCE AGENCY 043431814 2013-12-19 40000000 SEE PART VI 0 0 0 A 40000000 38000000 2000000 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 A 0 0 0 0 0 1 BANK OF AMERICA 14.500000000000 0 0 0 0 0 PART I, COLUMN F, DESCRIPTION OF PURPOSE: REFINANCING OF SERIES 2000A AND SERIES 2008 BONDS. THE FUNDS ARE FOR FINANCING THE CONSTRUCTION AND RENOVATIONS OF THE FACILITIES. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS PREPARED BY THE ORGANIZATION'S ACCOUNTING FIRM BASED ON INFORMATION PROVIDED BY THE ORGANIZATION'S MANAGEMENT. THE AUDIT COMMITTEE WILL REVIEW THE DRAFT FORM 990 AND APPROVE THE FORM AS IT IS TO BE FILED. A FULL COPY OF THE FINAL FORM 990 WILL BE PROVIDED TO EACH VOTING MEMBER OF THE BOARD, EITHER ELECTRONICALLY OR IN PAPER FORM, PRIOR TO ITS FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR, OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: A. HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, B. HAS READ AND UNDERSTANDS THE POLICY, C. HAS AGREED TO COMPLY WITH THE POLICY, AND D. HAS DISCLOSED ANY ACTIVITY, RELATIONSHIP, POSITION OR CIRCUMSTANCE THAT COULD CONTRIBUTE TO A CONFLICT OF INTEREST AS DEFINED IN THE CONFLICT OF INTEREST POLICY. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR GOVERNING COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR GOVERNING COMMITTEE MEETING BUT, AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF AND THE VOTE ON THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. B. THE CHAIRPERSON OF THE BOARD OR GOVERNING COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR GOVERNING COMMITTEE SHALL DETERMINE WHETHER EDGEWOOD CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN EDGEWOOD'S BEST INTERESTS, FOR ITS OWN BENEFIT AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY A. IF THE BOARD OR GOVERNING COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A DIRECTOR OR OFFICER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE DIRECTOR OR OFFICER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE DIRECTOR OR OFFICER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE DIRECTOR OR OFFICER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR GOVERNING COMMITTEE DETERMINES THE DIRECTOR OR OFFICER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PART VI, SECTION B, LINE 15A THE CEO'S COMPENSATION PACKAGE WAS PREPARED AND VOTED ON BY THE BOARD OF TRUSTEES. THE BOARD USED DATA FROM AREA COMMUNITIES (NEW ENGLAND) TO FORM THIS PACKAGE. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FORM 990 AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). IN ADDITION, THE ORGANIZATION'S FORM 990 IS AVAILABLE VIA GUIDESTAR AND THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FORM 990, PART XI, LINE 9: GAIN ON INTERST RATE SWAP AGREEMENT 969,962. CHANGE IN OBLIGATION TO PROVIDE FUTURE SERVICES 1,751,165. FORM 990, PART XI, LINE 8, PRIOR PERIOD ADJUSTMENTS: ON JANUARY 1, 2013, THE COMMUNITY ADOPTED FASB ASU NO. 2012-01, "HEALTH CARE ENTITIES (TOPIC 954): CONTINUING CARE RETIREMENT COMMUNITIES - REFUNDABLE ADVANCE FEES" (ASU 2012-01). THE AMENDMENTS IN THIS ASU CLARIFY THAT AN ENTITY SHOULD CLASSIFY AN ADVANCE FEE AS DEFERRED REVENUE WHEN A CONTINUING CARE RETIREMENT COMMUNITY HAS A RESIDENT CONTRACT THAT PROVIDES FOR PAYMENT OF THE REFUNDABLE ADVANCE FEE UPON REOCCUPANCY BY A SUBSEQUENT RESIDENT, WHICH IS LIMITED TO THE PROCEEDS OF REOCCUPANCY. THE COMMUNITY DOES NOT LIMIT REFUNDABLE ADVANCE FEES TO THE PROCEEDS OF REOCCUPANCY WHICH RESULTED IN A LOSS REPORTED AS A CUMULATIVE EFFECT OF ACCOUNTING CHANGE. THE FINANCIAL STATEMENTS OF PRIOR YEARS HAVE BEEN ADJUSTED TO APPLY THE NEW METHOD RETROSPECTIVELY IN ACCORDANCE WITH ASU 2012-01.