2019-11-13T14:30:13-06:00 2018-12-31 390859910 BAKER TILLY VIRCHOW KRAUSE LLP 1570 FRUITVILLE PIKE STE 400 LANCASTER PA 17601 990 2018-01-01 231900132 ACTS RETIREMENT-LIFE COMMUNITIES INC ACTS 2156618330 375 MORRIS ROAD PO BOX 90 WEST POINT PA 19486 RICHARD A WINTER SVP, FINANCIAL SERVICES 2156618330 2019-11-13 1 P00760402 7177404863 208.116.172.162 2019-11-13 15:16:20 ES P CDDC4C8E242FFB102CA3EC6BC1C62B0CB343BEFA CDDC4C8E242FFB102CA3EC6BC1C62B0CB343BEFA 2018 2020-04-17 16:48:07Z GERALD T GRANT 375 MORRIS ROAD PO BOX 90 WEST POINT PA 19486 513416299 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; RESPONSIVE TO RESIDENT NEEDS IN A CHRISTIAN MANNER WITHOUT PREJUDICE OR PREFERENCE TO ANY FAITH, IN AN EXPRESSION OF LOVING KINDNESS. 17 16 7371 2002 0 0 2743863 2720765 380132758 406582101 6807804 7235065 5650178 5485428 395334603 422023359 225982 206565 0 0 169462332 182946148 0 12500 13247 216082914 225738950 385771228 408904163 9563375 13119196 1409775290 1600237755 1337134400 1509270016 72640890 90967739 X ACTS IS COMMITTED TO PROVIDING SECURITY AND PEACE OF MIND TO SENIORS BY BEING THE PRE-EMINENT PROVIDER OF RETIREMENT-LIFE SERVICES, RESPONSIVE TO INDIVIDUAL, SOCIAL, PERSONAL, HEALTH AND SPIRITUAL NEEDS IN A CHRISTIAN ATMOSPHERE GRACED WITH LOVING-KINDNESS, DIGNITY, SENSITIVITY, HONESTY, AND RESPECT WITHOUT PREJUDICE OR PREFERENCE. 0 0 343555253 206565 406582101 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 LIFECARE 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 2018, ACTS SERVED, ON AVERAGE, 6,683 RESIDENTS IN INDEPENDENT LIVING, 745 RESIDENTS IN ASSISTED LIVING AND 1,224 RESIDENTS IN SKILLED CARE. 343555253 1 1 0 1 0 0 0 0 1 1 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 1 1 0 0 0 1 876 0 7371 1 0 0 0 0 0 0 0 0 0 0 0 0 X 17 16 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 RICHARD A WINTER SVP FINANCIAL SERVICES 2156618330 375 MORRIS ROAD PO BOX 90 WEST POINT PA 19486 DONALD L DAVIS DIRECTOR 8.00 1.00 X 0 0 0 THOMAS A DUNN III DIRECTOR 1.50 0.40 X 0 0 0 MARVIN MASHNER DIRECTOR 2.60 1.30 X 0 0 0 ELRIC C GERNER SECRETARY 1.60 0.80 X X 0 0 0 MERRILL S MOYER DIRECTOR (THROUGH 12/31/2018) 2.00 1.30 X 0 0 0 JOHN L ESTERHAI JR MD CHAIRMAN 2.00 4.70 X X 0 0 0 ROBERT B EVANS DIRECTOR 4.00 2.50 X 0 0 0 JOHN J MARCHESCHI DIRECTOR 2.00 1.00 X 0 0 0 GEORGE R GUNN JR DIRECTOR 1.20 0.30 X 0 0 0 H BRUCE DETWEILER TREASURER 0.80 0.60 X X 0 0 0 GERALD T GRANT PRESIDENT & CEO 30.00 25.00 X X 0 616554 299201 ANNLOUISE DEVENNEY DIRECTOR 2.00 0.10 X 0 0 0 DONNA J JACOBI MD DIRECTOR 2.00 0.20 X 0 0 0 BONNIE PEARSON DIRECTOR (THROUGH 12/31/2018) 3.00 0.00 X 0 0 0 SUSAN B ALLMOND DIRECTOR 1.50 0.00 X 0 0 0 THOMAS D CLEMENS DIRECTOR 1.00 1.00 X 0 0 0 DILIP A KULATHUM VICE CHAIRMAN 2.00 4.50 X X 0 0 0 GEORGE R BRYAN VP, SOUTHEAST REGION 30.00 16.00 X 0 247689 25415 JEREMY O NEELY VP, NORTHEAST REGION 30.00 15.00 X 0 242621 19586 KAREN I CHRISTIANSEN EXEC VP, CFO & ASST TREAS 30.00 20.00 X 0 429596 141031 PETER J KRESS SVP & CIO 30.00 15.00 X 0 278509 26560 JEFFERSON D KAIGHN EXEC VP & CAO 30.00 15.00 X 0 351432 155891 CHARLES W COXSON III EXEC VP & COO 30.00 15.00 X 0 385737 288818 GARY J N GINTER VP PROCUREMENT & CONTRACT 35.00 10.00 X 0 239682 22247 STEPHEN V EGGLES VP NUTRITION & WELLNESS 30.00 15.00 X 0 243190 25571 LORI M WOODWARD SR VP SALES & MARKETING 25.00 20.00 X 0 316295 17667 JONATHAN D GRANT SVP, COMMUNITY OPERATIONS 30.00 17.00 X 0 279665 18424 KENNETH J KARMERIS SVP REAL ESTATE SERVICES 30.00 15.00 X 0 247621 22477 JAMES H PETTY SVP BUSINESS DEVELOPMENT 30.00 15.00 X 0 275762 26556 HOLLY S SCHADE SVP HEALTH & HOME SERVICES 5.00 35.00 X 0 282510 23518 ROBERT A WESTERVELT VP OPERATIONAL AUDIT 30.00 15.00 X 0 224865 9405 CLAIRE E HALTON VP HUMAN RESOURCES 30.00 15.00 X 0 213484 24114 RICHARD A WINTER SVP FINANCIAL SERVICES 30.00 15.00 X 0 252563 22399 GLENN D FOX SVP GENERAL COUNSEL 30.00 16.00 X 0 362301 23635 MEGAN LONGLEY VP SALES 30.00 15.00 X 0 222482 14241 IAIN W CRICHTON VP MISSION SUPP/SPIRITUAL 30.00 15.00 X 0 177667 19330 SEAN T FLETCHER VP CONSTRUCTION SERVICES 30.00 15.00 X 0 196007 17428 SUSAN AHERN VP & CONTROLLER 30.00 15.00 X 0 191808 23268 TERUKO A WHITE VP, MID-ATLANTIC REGION 25.00 20.00 X 0 219133 15317 GREGORY CUNNINGHAM VP, MID-SOUTH REGION 30.00 15.00 X 0 112557 214 JEANNE M OSKI EXECUTIVE DIRECTOR 40.00 5.00 X 0 164763 12751 STEVEN W MESSER EXECUTIVE DIRECTOR 40.00 5.00 X 0 187356 19748 DIONNE M JAMES EXECUTIVE DIRECTOR 40.00 5.00 X 0 165618 12839 RICHARD BERLIN CAMPUS EXECUTIVE DIRECTOR 40.00 5.00 X 0 181116 18352 CAROLINE HUFF SENIOR LIFE CARE CONSULTANT 40.00 5.00 X 171956 0 13029 171956 7308583 1359032 29 0 1 0 EDIFICE INC PO BOX 36349 CHARLOTTE NC 28236 GENERAL CONTRACTOR 9531306 WARFEL CONSTRUCTION COMPANY 1110 ENTERPRISE RAOD EAST PETERSBURG PA 17520 GENERAL CONTRACTOR 7709465 COMPLETE PROPERTY DEVELOPMENT PO BOX 970076 COCONUT CREEK FL 33097 GENERAL CONTRACTOR 6053842 CONTRACT SERVICE ENTERPRISE PO BOX 350602 VERO BEACH FL 329650602 GENERAL CONTRACTOR 5907672 HOLZ & HENRY INC 35 N RICHARDSON AVENUE LANDSALE PA 19446 GENERAL CONTRACTOR 5790767 139 2649957 70808 2720765 MONTHLY FEES 623000 252035141 252035141 ENTRANCE FEE AMORT. 623000 89125401 89125401 MEDICARE AND MEDICAID 623000 31361379 31361379 MEDICAL SERVICES REV. 623000 23881347 23881347 ADMINISTRATIVE FEE 623000 6138572 6138572 4040261 4040261 406582101 6804813 6804813 658171 658171 1394508 1199277 195231 195231 195231 89883674 82070 90193663 0 -309989 82070 -227919 -227919 APARTMENT MODIFICATION 623000 3714566 3714566 CAFE & CATERING INCOME 722514 1310020 1310020 DISCOUNTS EARNED 623000 3671 3671 261940 261940 5290197 422023359 406582101 0 12720493 48164 48164 158401 158401 227370 227370 144817611 137027745 7789866 3181843 3039052 142791 24087631 19722354 4365277 10631693 10002751 628942 974863 974116 747 349067 349067 12500 12500 756933 756933 16533374 15633535 899839 3479356 3510 3475846 11716902 8143477 3573425 3129145 3129145 32948891 31929424 1019467 909315 732235 177080 487276 487276 19760177 19760177 68202933 63995818 4207115 1117445 1116984 461 MANAGEMENT SERVICES 30499153 30499153 FOOD EXPENSE 22003290 21501935 501355 MEDICAL SUPPLIES 4806296 4806296 NURSING HOME ASSESSMENT 1565938 1565938 6498596 4140087 2358509 408904163 343555253 65335663 13247 51131 53923 64257974 26198417 16720334 19088277 23831630 17750000 7594161 7396918 1936437473 787532170 1035107956 1148905303 204326546 324734854 10371655 10671597 45815319 42846102 1698584 2592364 1409775290 1600237755 58736233 65351977 619708480 655419142 470155230 633451737 163703591 127143779 24830866 27903381 1337134400 1509270016 X 50657201 65871637 19369766 22482179 2613923 2613923 72640890 90967739 1409775290 1600237755 X 13119196 -7288405 12496058 X X 0 1 X 1 0 X 3164009 4281656 2452751 2743862 2720765 15363043 317937137 309153023 359098366 385589688 411872297 1783650511 321101146 313434679 361551117 388333550 414593062 1799013554 0 0 0 1799013554 7055828 8564084 8182651 8121668 8857492 40781723 7055828 8564084 8182651 8121668 8857492 40781723 328156974 321998763 369733768 396455218 423450554 1839795277 0.97780 0.97750 0.02220 0.02250 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 408904163 408904163 1000000 250000 0 0 1000000 1000000 1000000 100000 3100000 4650000 250000 250000 250000 250000 1000000 1500000 1 41560 268730 285946 24344 0 2613922 58187 58187 2613922 2613922 115960 115960 2613922 1893422 720500 60365 60365 2613922 1893422 64883 64883 1893422 0.00000 1.00000 0.00000 0 1 1 55659498 55659498 1708192885 679503433 1028689452 34806333 24764434 10041899 137778757 83264303 54514454 1148905303 UNIT DEPOSITS 9281335 FAIR MARKET VALUE OF INVESTMENT CONTRACTS 7587539 DUE TO AFFILIATES 11034507 27903381 PART IV, LINE 1B: ACTS RETIREMENT-LIFE COMMUNITIES, INC. FUNCTIONS AS A CUSTODIAN FOR THE RECEIPT AND DISTRIBUTION OF FUNDS FOR PATIENTS ON MEDICAID. 1 LEADINGAGE NC 222 N PERSON STREET SUITE 205 RALEIGH NC 27601 561541496 501(C)(3) 25000 LEADINGAGE BUILDING CAMPAIGN LEADINGAGE NEW JERSEY UNIVERSITY PLAZA II 3705 QUAKERBRID E RD SUITE 102 HAMILTON NJ 08619 226063278 501(C)(3) 5000 2018 SPONSORSHIP LEADING AGE 2519 CONNECTICUT AVE NW WASHINGTON DC 200081520 136213525 501(C)(3) 5000 LEADINGAGE STUDENT PROGRAM SCHOLARSHIPS 3 SCHOLARSHIPS OFFERED TO CULINARY EMPLOYEES TO FURTHER THEIR EDUCATION 220 158401 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 2018 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 CONTRIBUTIONS MAY ALSO BE PROVIDED TO OTHER CHARITABLE ORGANIZATIONS TO FURTHER THEIR EXEMPT PURPOSE. CONTRIBUTIONS, OTHER THAN GRANTS, ARE MADE TO CHARITABLE ORGANIZATIONS ONCE ACTS HAS OBTAINED PROOF OF THEIR TAX-EXEMPT STATUS AND FUNDING NEEDS (I.E., CONFERENCE SPONSORSHIPS, ETC.). ACTS DOES NOT MONITOR THESE CONTRIBUTIONS AFTER DISBURSEMENT. X 1 1 0 1 0 0 0 0 0 0 0 GERALD T GRANT PRESIDENT & CEO 0 461924 0 154630 0 0 0 283442 0 15759 0 915755 0 0 GEORGE R BRYAN VP, SOUTHEAST REGION 0 200380 0 47309 0 0 0 10093 0 15322 0 273104 0 0 JEREMY O NEELY VP, NORTHEAST REGION 0 199317 0 43304 0 0 0 9933 0 9653 0 262207 0 0 KAREN I CHRISTIANSEN EXEC VP, CFO & ASST TREAS 0 331909 0 97687 0 0 0 125278 0 15753 0 570627 0 0 PETER J KRESS SVP & CIO 0 226417 0 52092 0 0 0 11000 0 15560 0 305069 0 0 JEFFERSON D KAIGHN EXEC VP & CAO 0 281432 0 70000 0 0 0 151313 0 4578 0 507323 0 0 CHARLES W COXSON III EXEC VP & COO 0 304662 0 81075 0 0 0 273065 0 15753 0 674555 0 0 GARY J N GINTER VP PROCUREMENT & CONTRACT 0 197130 0 42552 0 0 0 9812 0 12435 0 261929 0 0 STEPHEN V EGGLES VP NUTRITION & WELLNESS 0 202963 0 40227 0 0 0 10073 0 15498 0 268761 0 0 LORI M WOODWARD SR VP SALES & MARKETING 0 254917 0 61378 0 0 0 11000 0 6667 0 333962 0 0 JONATHAN D GRANT SVP, COMMUNITY OPERATIONS 0 225812 0 53853 0 0 0 2852 0 15572 0 298089 0 0 KENNETH J KARMERIS SVP REAL ESTATE SERVICES 0 204099 0 43522 0 0 0 9982 0 12495 0 270098 0 0 JAMES H PETTY SVP BUSINESS DEVELOPMENT 0 223609 0 52153 0 0 0 11000 0 15556 0 302318 0 0 HOLLY S SCHADE SVP HEALTH & HOME SERVICES 0 230772 0 51738 0 0 0 11000 0 12518 0 306028 0 0 ROBERT A WESTERVELT VP OPERATIONAL AUDIT 0 186860 0 38005 0 0 0 8823 0 582 0 234270 0 0 CLAIRE E HALTON VP HUMAN RESOURCES 0 177983 0 35501 0 0 0 8701 0 15413 0 237598 0 0 RICHARD A WINTER SVP FINANCIAL SERVICES 0 208577 0 43986 0 0 0 9996 0 12403 0 274962 0 0 GLENN D FOX SVP GENERAL COUNSEL 0 292184 0 70117 0 0 0 11000 0 12635 0 385936 0 0 MEGAN LONGLEY VP SALES 0 185677 0 36805 0 0 0 7826 0 6415 0 236723 0 0 IAIN W CRICHTON VP MISSION SUPP/SPIRITUAL 0 155179 0 22488 0 0 0 7076 0 12254 0 196997 0 0 SEAN T FLETCHER VP CONSTRUCTION SERVICES 0 167495 0 28512 0 0 0 7939 0 9489 0 213435 0 0 SUSAN AHERN VP & CONTROLLER 0 163593 0 28215 0 0 0 7930 0 15338 0 215076 0 0 TERUKO A WHITE VP, MID-ATLANTIC REGION 0 187644 0 31489 0 0 0 8867 0 6450 0 234450 0 0 JEANNE M OSKI EXECUTIVE DIRECTOR 0 142547 0 22216 0 0 0 6655 0 6096 0 177514 0 0 STEVEN W MESSER EXECUTIVE DIRECTOR 0 156531 0 30825 0 0 0 7704 0 12044 0 207104 0 0 DIONNE M JAMES EXECUTIVE DIRECTOR 0 142258 0 23360 0 0 0 6730 0 6109 0 178457 0 0 RICHARD BERLIN CAMPUS EXECUTIVE DIRECTOR 0 154336 0 26780 0 0 0 3284 0 15068 0 199468 0 0 CAROLINE HUFF SENIOR LIFE CARE CONSULTANT 56180 0 115776 0 0 0 6973 0 6056 0 184985 0 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 BOARD MEMBERS 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 PRACTICE OF THE MANAGEMENT COMPANY, ACTS MANAGEMENT SERVICES, INC., 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 2018, 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 KAREN I. CHRISTIANSEN, CHARLES W. COXSON, III, GERALD T. GRANT, AND JEFFERSON D. KAIGHN INCLUDES ACCRUALS FOR A DEFERRED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. THE AMOUNT OF THE CURRENT YEAR ACCRUAL IS $114,278 FOR KAREN I. CHRISTIANSEN (NON-VESTED), $262,065 FOR CHARLES W. COXSON, III (NON-VESTED), $272,442 FOR GERALD T. GRANT (NON-VESTED), AND $140,313 FOR JEFFERSON D. KAIGHN (NON-VESTED). A 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 B 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 C 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 D 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 A 86115944 2974177 1320425 861004 15317017 66186811 2015 1 0 1 1 B 14647385 783309 157094 13823791 1 0 1 1 C 4035000 13343290 808850 143578 12627362 1 0 1 1 D 8675000 38500000 3166043 703271 580000 33026073 1940656 2005 0 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 AEGON 17.300000000000 1 0 1 B 0 0 0 1 0 0 1 AEGON 11.300000000000 1 0 1 C 0 0 0 1 0 0 1 AEGON 10.300000000000 1 0 1 D 0 0 0 1 1 1 BANK OF AMERICA 29.900000000000 0 0 1 AIG 29.600000000000 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: 06/30/2017 ISSUER NAME: PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 06/30/2017 ISSUER NAME: GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 06/30/2017 ISSUER NAME: GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 11/15/2018 ISSUER NAME: ESCAMBIA COUNTY HEALTH FACILITIES AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 07/23/2018 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 EXPIRED JUNE 30, 2015. THE REGULATORY SAFE HARBOR FOR ESTABLISHING THE FAIR MARKET VALUE OF THE GIC WAS SATISFIED. 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 C MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232245125 61360PCK4 2016-08-16 116955010 ISSUED TO REFUND THE PA SERIES 2006 & 2009 BONDS 0 0 0 D PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY 521297506 69650MAV1 2016-08-16 125913985 ISSUED TO REFUND THE FL SERIES 2006 & 2010 BONDS 0 0 0 A 4390000 25395000 1939337 507900 1312615 22364390 1 0 1 1 B 47675000 301163 47675000 1 0 1 1 C 116955010 823196 1798605 823833 59483212 53274191 1575168 1 1 1 1 D 125913985 2073226 684815 883611 22183623 101097702 1064234 1 1 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 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 C 0 1 0 0 0 0 0 0 1 D 0 1 0 0 0 0 0 0 1 A 1 B 1 C 1 D 1 A GAINESVILLE AND HALL COUNTY DEVELOPMENT AUTHORITY 581501826 362763AQ7 2016-08-16 8718036 ISSUED TO REFUND THE GA SERIES 2009 BONDS 0 0 0 B MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 232245125 NONEAVAIL 2018-06-28 31615000 TO FUND CAPITAL AND REPAY LINE 0 0 0 C PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY 521297506 69650MAW9 2018-06-28 51751642 TO FUND CAPITAL AND REPAY LINE 0 0 0 D THE DELAWARE ECONOMIC DEVELOPMENT AUTHORITY 510269736 246371AA6 2018-06-28 39645855 TO FUND CAPITAL AND REPAY LINE 0 0 0 A 8718036 60178 66166 8651870 0 1 1 1 B 31615000 98748 439219 245189 1759418 12576811 16594363 0 0 0 1 C 51751642 395120 911625 426507 2654853 12319135 35439522 0 0 0 1 D 39645855 2888198 567551 474576 11645120 11354054 15604554 0 0 0 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 0 0 1 B 0 1 0 0 0 0 0 0 1 C 0 1 0 0 0 0 0 0 1 D 0 1 0 0 0 0 0 0 1 A 1 B 1 C 1 D 1 A PUBLIC FINANCE AUTHORITY 273866124 NONEAVAIL 2018-06-28 32065000 TO FUND CAPITAL AND REPAY PRIOR CONSTRUCTION LINE 0 0 0 B SOUTH CAROLINA JOBS-ECONOMIC DEVELOPMENT AUTHORITY 570960018 83704EAA2 2018-06-28 23826256 TO FUND CAPITAL AND REFUND SERIES 2012 BONDS ISSUED FEBRUARY 2012 0 0 0 A 32065000 107291 268845 31796155 0 0 0 1 B 23826256 192114 58429 245464 21080791 2441571 1 0 0 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 1 0 0 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 A 1 B 1 GEORGE R GUNN JR DIRECTOR OF ACTS 2774 RESIDENTIAL MONTHLY FEE DISCOUNT RETIRED EMPLOYEE BENEFIT PROGRAM CHARLES W COXSON III OFFICER OF ACTS 47107 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 HOLLY SCHADE OFFICER OF ACTS 95324 FAMILY RELATIONSHIP: HOLLY SCHADE, AN OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC., HAS THREE 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 TERUKO WHITE OFFICER OF ACTS 73164 FAMILY RELATIONSHIP; TERUKO WHITE, AN OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC., HAS ONE FAMILY MEMBER WHO IS EMPLOYED BY ACTS RETIREMENT-LIFE COMMUNITIES, INC. MS. WHITE DOES NOT DIRECTLY SUPERVISE THIS INDIVIDUAL, AND THEREFORE IS NOT INVOLVED IN DETERMINING COMPENSATION AND REVIEWING PERFORMANCE. 0 HANK STACK DIRECTOR OF ACTS 11775 FAMILY RELATIONSHIP; HANK STACK, AN OFFICER OF ACTS RETIREMENT-LIFE COMMUNITIES, INC., HAS ONE FAMILY MEMBER WHO IS EMPLOYED BY ACTS RETIREMENT-LIFE COMMUNITIES, INC. MR. STACK DOES NOT DIRECTLY SUPERVISE THIS INDIVIDUAL, AND THEREFORE IS NOT INVOLVED IN DETERMINING COMPENSATION AND REVIEWING PERFORMANCE. 0 FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE HAS THE AUTHORITY TO TRANSACT SUCH BUSINESS AS SHALL BE NECESSARY FOR THE ADMINISTRATION AND OPERATION OF THE CORPORATION BETWEEN BOARD OF DIRECTORS' MEETINGS SUBJECT TO CERTAIN LIMITS SPECIFIED IN THE BYLAWS. 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 11B AFTER REVIEW BY THE CFO AND CEO, THE FORM 990 IS REVIEWED, BEFORE FILING, BY THE BOARD OF DIRECTORS' AUDIT COMMITTEE, WHICH INCLUDES THREE 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 OFFICERS AND DIRECTORS REPORT ON ANY FAMILY OR BUSINESS RELATIONSHIPS WITH ANY BOARD MEMBER, OFFICER OR KEY EMPLOYEE OF THE ORGANIZATION AND ITS AFFILIATES. IF ANY FAMILY OR BUSINESS RELATIONSHIPS ARE DISCLOSED, THEY ARE REPORTED ON SCHEDULE L AS APPROPRIATE. IN ADDITION, THE RESPONSES ARE REVIEWED BY THE PRESIDENT & 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 PRACTICE OF THE MANAGEMENT COMPANY, ACTS MANAGEMENT SERVICES, INC., 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 2018, INCLUDES COMPARISON OF NOT-FOR-PROFIT AND FOR-PROFIT COMPETITORS, OPERATING EFFECTIVENESS, AND 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 1,985,885. CHANGE IN BENEFICIAL INTEREST IN INVESTMENTS OF ACTS LEGACY FOUNDATION 2,774,274. CHANGE IN VALUE OF SPLIT-INTEREST AGREEMENTS -53,366. DEVELOPMENT FEES ASSOCIATED WITH MERGER OF PARK POINTE VILLAGE, INC. -1,074,124. SATISFACTION OF SUB NOTE RECEIVABLE - PARK POINTE VILLAGE, INC. -6,081,630. CUMULATIVE EFFECT ON CHANGE IN ACCOUNTING STANDARD -28,885. MERGER OF PARK POINTE VILLAGE, INC. INTO ACTS 9/1/2018 14,973,904. 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 KAREN I. CHRISTIANSEN (NON-VESTED), CHARLES W. COXSON, III (NON-VESTED), GERALD T. GRANT (NON-VESTED), AND JEFFERSON D. KAIGHN (NON-VESTED). ACTS ACQUISITION COMPANY LLC 375 MORRIS ROAD WEST POINT PA 19486 231900132 ACQUISITION FLOW THROUGH ENTITY FL 0 17750000 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) 10 ACTS ACQUISITION COMPANY LLC 0 ACTS RETIREMENT SERVICES INC 375 MORRIS ROAD WEST POINT PA 19486 264573260 SUPPORTING ORGANIZATION PA 501(C)(3) LINE 12B, 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) 10 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 12B, II ACTS RETIREMENT SERVICES INC 0 ACTS LEGACY FOUNDATION INC 375 MORRIS ROAD WEST POINT PA 19486 912161987 FUNDRAISING DE 501(C)(3) LINE 12A, I ACTS RETIREMENT SERVICES INC 0 HERON POINT OF CHESTERTOWN INC 375 MORRIS ROAD WEST POINT PA 19486 521530598 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 10 ACTS ACQUISITION COMPANY LLC 0 PRESBYTERIAN RETIREMENT CORPORATION INC 375 MORRIS ROAD WEST POINT PA 19486 630770753 CONTINUING CARE RETIREMENT COMMUNITY AL 501(C)(3) 10 ACTS ACQUISITION COMPANY LLC 0 THE EVERGREENS 375 MORRIS ROAD WEST POINT PA 19486 210634485 CONTINUING CARE RETIREMENT COMMUNITY NJ 501(C)(3) 10 ACTS ACQUISITION COMPANY LLC 0 0 0 1 1 0 0 0 0 0 0 0 0 1 1 1 1 1 0 0 SCHEDULE R - PART II PARK POINTE VILLAGE, INC. WAS A RELATED TAX-EXEMPT ORGANIZATION THROUGH 8/31/2018. ON 9/1/2018, PARK POINTE VILLAGE, INC. WAS MERGED INTO ACTS RETIREMENT-LIFE COMMUNITIES INC. AS AN OPERATING DIVISION.