2019-11-11T10:51:43-06:00 2018-12-31 390859910 BAKER TILLY VIRCHOW KRAUSE LLP 225 S 6TH ST 2300 MINNEAPOLIS MN 55402 990 2018-01-01 650639567 SENIOR CARE COMMUNITIES INC SENI 6512876408 161 ST ANTHONY AVENUE NO 825 ST PAUL MN 55103 SUSAN LANDWEHR MARSHALL PRESIDENT AND TREASURER 6512876408 2019-11-01 1 LAWRENCE H MOHR CPA P00447603 6128764500 2019-11-01 38.88.188.75 2019-11-01 10:49:58 CD P B010B65AA8AC2F12256D1E4317F78750336F5AAD F928441D2398D0B4DCF9932C1CB380BE5D4089C9 2018 2020-01-14 16:20:31Z SUSAN LANDWEHR MARSHALL 161 ST ANTHONY AVENUE NO 825 ST PAUL MN 55103 60621405 0 X WWW.SENIORCARECOMMUNITIES.ORG X 1995 DC TO DEVELOP AND MAINTAIN QUALITY AGED, HANDICAPPED, AND LOW AND MODERATE INCOME HOUSING AND SERVICES. 5 4 1082 220 0 0 293123 90228 53189889 59503067 177339 546333 237159 438478 53897510 60578106 216872 91109 0 0 26353623 27309433 0 0 0 29536070 32591943 56106565 59992485 -2209055 585621 83564753 83403687 85596540 84849853 -2031787 -1446166 X THE PRIMARY MISSION OF SENIOR CARE COMMUNITIES, INC. IS TO HOUSE AND CARE FOR SENIOR RESIDENTS IN A VARIETY OF SETTINGS INCLUDING RENTAL APARTMENTS, ASSISTED LIVING, LONG TERM NURSING, REHABILITATION FACILITIES AND MEMORY CARE UNITS. WE ARE ALSO COMMITTED TO SERVING OUR RESIDENTS, THEIR FAMILIES, AND THE BROADER COMMUNITY THROUGH PROGRAMMING, PARTNERSHIPS AND FUNDING OF CHARITABLE ENDEAVORS. 0 0 49837510 91109 59503067 SENIOR CARE COMMUNITIES, INC.'S PRIMARY MISSION IS TO HOUSE AND CARE FOR SENIOR RESIDENTS IN A VARIETY OF SETTINGS, INCLUDING RENTAL APARTMENTS, ASSISTED LIVING, LONG TERM NURSING, REHABILITATION FACILITIES, AND MEMORY CARE UNITS. SENIOR CARE COMMUNITIES IS ALSO COMMITTED TO SERVING ITS RESIDENTS, THEIR FAMILIES, AND THE BROADER COMMUNITY THROUGH PROGRAMMING, PARTNERSHIPS, AND FUNDING FOR CHARITABLE ENDEAVORS. IN KEEPING WITH THAT MISSION, SENIOR CARE COMMUNITIES HAS MADE A SIGNIFICANT INVESTMENT IN REAL ESTATE WITH THE CAPACITY TO HOUSE THE ELDERLY, INCLUDING THE FOLLOWING PROPERTIES:THE WOODBURY SENIOR LIVING CAMPUS IN WOODBURY, MINNESOTA INCLUDES WOODBURY VILLA, A 75 UNIT INDEPENDENT AND ASSISTED LIVING COMMUNITY; WOODBURY ESTATES, A 64 UNIT ASSISTED LIVING COMMUNITY; AND WOODBURY HEALTH CARE CENTER, A 165-BED LICENSED SKILLED NURSING FACILITY. IN 2018, WOODBURY HEALTHCARE CENTER PROVIDED CARE FOR AN AVERAGE OF 138 RESIDENTS PER DAY, APPROXIMATELY 61% OF WHICH WERE IN THE LOW INCOME CATEGORY, AS DEFINED BY THEIR ENROLLMENT IN THE MINNESOTA MEDICAL ASSISTANCE PROGRAM. THE FACILITY HAS 40 TRANSITIONAL CARE BEDS AVAILABLE 12 OF WHICH ARE NEWLY REMODELED TRANSITIONAL CARE SUITES. TRANSITIONAL CARE FOCUSES ON HIGHER ACUITY RESIDENTS REQUIRING INTENSIVE REHABILITATION SERVICES. IN 2018 THE FACILITY AVERAGED 32.5 TRANSITIONAL CARE RESIDENTS PER DAY. THE SERVICES THAT RESIDENTS RECEIVE IN THE TCU HELP THEM TO RETURN TO HOME OR TO A SETTING IN WHICH THEY CAN BE AS INDEPENDENT AS POSSIBLE. THE PROPERTY HAS ALSO DEDICATED APPROXIMATELY ONE THIRD OF THEIR BEDS TO A MEMORY CARE UNIT. WOODBURY VILLA HOUSED AND PROVIDED SERVICES TO APPROXIMATELY 72 RESIDENTS PER DAY IN 2018, WITH AN ESTIMATED 48% OF THE TENANTS IN THE LOW-INCOME CATEGORY. WOODBURY ESTATES HOUSED AND PROVIDED SERVICES TO APPROXIMATELY 61 TENANTS PER DAY. BIRCHWOOD SENIOR LIVING CAMPUS IN FOREST LAKE, MINNESOTA INCLUDES BIRCHWOOD ARBORS, A 46 UNIT ASSISTED LIVING COMMUNITY AND BIRCHWOOD HEALTH CARE CENTER, AN 11-BED SKILLED NURSING FACILITY.IN 2018, BIRCHWOOD HEALTHCARE CENTER CARED FOR AN AVERAGE OF 87 RESIDENTS PER DAY WITH OVER 66% OF THAT POPULATION IN THE LOW-INCOME CATEGORY. THE PROPERTY HAS A 20-BED REHABILITATION UNIT AND A 32-BED MEMORY CARE UNIT. BIRCHWOOD ARBORS HOUSED AND PROVIDED SERVICES TO APPROXIMATELY 42 RESIDENTS PER DAY WITH AN ESTIMATED 62% IN THE LOW-INCOME CATEGORY. PROVIDENCE PLACE IN MINNEAPOLIS, MINNESOTA IS A 190-BED SKILLED NURSING FACILITY. IN 2018, PROVIDENCE PLACE PROVIDED CARE FOR AN AVERAGE OF 172 RESIDENTS PER DAY WITH APPROXIMATELY 66% OF THE POPULATION IN THE LOW-INCOME CATEGORY. THE 34-BED TRANSITIONAL CARE UNIT (TCU), WHICH FOCUSES ON HIGHER ACUITY RESIDENTS REQUIRING INTENSIVE REHABILITATION SERVICES, AVERAGED 23.9 RESIDENTS PER DAY. THE SERVICES THAT RESIDENTS RECEIVE IN THE TCU HELP THEM TO RETURN TO HOME OR TO A SETTING IN WHICH THEY CAN BE AS INDEPENDENT AS POSSIBLE. THE PROPERTY ALSO HAS TWO UNITS DEDICATED TO MEMORY CARE, ONE OF WHICH IS AN ALL-FEMALE UNIT. THE WATERS OF HIGHLAND PARK IS AN 84 UNIT SENIOR LIVING COMMUNITY WITH 54 SENIOR LIVING APARTMENTS AND 30 APARTMENTS DEDICATED TO MEMORY AND ENHANCED CARE. THE COMMUNITY WELCOMED ITS FIRST RESIDENTS IN OCTOBER OF 2015 AND IS CURRENTLY A 96% OCCUPANCY. THIS COMMUNITY HAS A STRONG FOCUS ON HOSPITALITY AND A WHOLE-PERSON CENTERED APPROACH TO WELLNESS. THE WATERS OF HIGHLAND OFFERS A VARIETY OF PROGRAM OPTIONS FOR SENIORS AND THEIR FAMILIES.SENIOR CARE COMMUNITIES, INC. HAS VERY ACTIVE AND SUCCESSFUL VOLUNTEER PROGRAMS AT EACH OF THEIR PROPERTIES. OVER 220 INDIVIDUALS DONATED APPROXIMATELY 7,382 HOURS OF SERVICE ON AN ANNUAL BASIS. VOLUNTEERS PERFORM MANY VALUABLE SERVICES FOR THE RESIDENTS AT SENIOR CARE COMMUNITIES PROPERTIES. UPON VISITING A PROPERTY, ONE WOULD SEE VOLUNTEERS PLAYING GAMES WITH RESIDENTS, READING TO RESIDENTS, HOSTING ICE CREAM SOCIALS, WORKING IN THE CAFE, SINGING OR PLAYING MUSICAL INSTRUMENTS, TAKING RESIDENTS ON OUTINGS, AND PARTICIPATING IN MANY OTHER FUN ACTIVITIES. VOLUNTEERS OFTEN ESCORT NEW RESIDENTS TO THE DINING ROOM FOR THEIR FIRST MEAL IN A NEW SETTING AND HELP THEM BECOME ACQUAINTED WITH OTHER RESIDENTS. SENIOR CARE COMMUNITIES, INC. IS VERY APPRECIATIVE OF ALL THE SERVICES THAT VOLUNTEERS PROVIDE. THESE DONATED SERVICES HELP TO PROVIDE RESIDENTS WITH A HIGHER LEVEL OF PERSONALIZED ATTENTION. SENIOR CARE COMMUNITIES IS COMMITTED TO SUPPORTING THE WELLBEING OF RESIDENTS WITHIN ALL LIFE DIMENSIONS. STAFF CAREFULLY CREATE OPPORTUNITIES FOR RESIDENTS TO EXPAND GENERAL FITNESS, STRENGTH, AND FLEXIBILITY THROUGH MOVEMENT AND BREATHING CLASSES LED BY CERTIFIED INSTRUCTORS. PROFESSIONALS LEAD RESIDENTS THROUGH MEDITATION, STORYTELLING, AND OTHER EXPERIENCES TO ASSIST THEM IN GAINING PEACE, RELAXATION, AND PERSPECTIVES WHICH SUPPORT AND EXPAND THEIR CURRENT LIFESTYLE. THERE IS A FOCUS ON CONNECTING RESIDENTS TO NATURE AS A THERAPEUTIC ELEMENT WITHIN EACH COMMUNITY. WHILE BIRCHWOOD AND WOODBURY SENIOR LIVING HAVE BEAUTIFUL WATERFALLS FOR RESIDENTS AND STAFF TO ENJOY, PROVIDENCE PLACE FEATURES AN ENCLOSED PATIO ON EACH FLOOR. ALL PROPERTIES ENGAGE RESIDENTS IN GROWING FRESH VEGETABLES UTILIZING INDOOR TOWER GARDENS WITH HYDROPONIC TECHNOLOGY. CONTEMPLATIVE ART MEDIUMS SUCH AS MOSAIC GLASS ART, SCULPTURE, WATERCOLOR, AND PERSONAL COLLAGE CREATION ARE FACILITATED BY TALENTED ARTISTS FROM THE TWIN CITIES ART COMMUNITY. ENGAGING IN CONTEMPLATIVE ART ACTIVITIES OFTEN BRINGS HEALING, MEANING, AND ACCEPTANCE TO THE LIFE STAGE THROUGH WHICH RESIDENTS ARE NAVIGATING.CERTIFIED MUSIC THERAPISTS LEAD PURPOSEFUL AND INTERACTIVE SESSIONS WITH RESIDENTS TO PROVIDE LINKS TO MEMORIES, IMAGINATION, CREATIVITY, AND ENTERTAINMENT. ACTIVITIES SUCH AS DRUMMING INCLUDE MOVEMENT, SENSORY ACTIVATION, AND A SENSE OF CONNECTION TO OTHERS. THE EMPHASIS ON MUSIC AND THE ARTS AS AN AVENUE TO STIMULATE BRAIN FUNCTION HAS BEEN BUILT AROUND EVIDENCE-BASED RESEARCH ON AGING AND DEMENTIA.OUR NURSING STAFF, UNDER THE DIRECTION OF A HIGHLY TRAINED DOCTORAL NURSE AND OTHERS WITH ADVANCED CERTIFICATIONS IN INTEGRATIVE THERAPY, HAVE TRAINED STAFF ACROSS ALL CAMPUSES. WITH THIS MENTORING, STAFF ARE ABLE TO UTILIZE HEALING MODALITIES WITH RESIDENTS SUCH AS MASSAGE, AROMATHERAPY, IMAGERY AND VISUALIZATION, AND MEDITATION. STAFF ARE PROVIDED OPPORTUNITIES TO EXPERIENCE THESE PRACTICES AS THEY ARE ADMINISTERED BY THE LEAD INTEGRATIVE CARE TEAM MEMBERS. THIS EXPERIENTIAL LEARNING INSURES THAT STAFF DEVELOP APPRECIATION FOR THE VALUE OF THIS PROMISING STANDARD OF CARE IN ADDRESSING PAIN, NAUSEA, AND ANXIETY. INTEGRATIVE SERVICES ARE AVAILABLE TO RESIDENTS RECEIVING ALL LEVELS OF CARE INCLUDING THOSE IN ASSISTED LIVING, LONG TERM CARE, TRANSITIONAL CARE, AND MEMORY CARE. NURTURING THE SOULS OF OUR RESIDENTS THROUGH EXCEPTIONAL CARE IS THE OVERARCHING GOAL ACROSS ALL COMMUNITIES OWNED BY SENIOR CARE COMMUNITIES. RESIDENTS, AS WELL AS FAMILY MEMBERS, RECEIVE SUPPORT AS ALL JOURNEY THROUGH TRANSITIONS AND END-OF-LIFE CARE. SENIOR CARE COMMUNITIES RECOGNIZES AND IS COMMITTED TO THE SPIRITUAL HEALTH AND WELL-BEING OF ALL ITS RESIDENTS AND TEAM MEMBERS. WE VIEW THIS PROGRAMMING AND SEE IT AS AN ESSENTIAL ELEMENT IN THE OVERALL WELLNESS OF THE INDIVIDUALS THAT IT CARES FOR. A HIGHLY TRAINED GROUP OF CHAPLAINS PROVIDE VISITATION, WORSHIP, AND EDUCATION EXPERIENCES. THE SCC BOARD PROVIDES FUNDING FOR THE CHAPLAINCY POSITIONS. IN EACH PROPERTY, WEEKLY NON-DENOMINATIONAL WORSHIP SERVICES ARE PROVIDED FOR ALL RESIDENTS. THE BOARD PROVIDES STIPENDS FOR CATHOLIC PARISHES TO PROVIDE PRIESTS FOR MASS. IN EACH PROPERTY SETTING SEVERAL FAITH COMMUNITIES PROVIDE VOLUNTEERS FOR WEEKLY PROGRAMMING THAT IS INNOVATIVE AND RELATIONAL. VOLUNTEERS PROVIDE: WISDOM/LEGACY CIRCLES, BIBLE STUDIES, HYMN SIGNS, INTERGENERATIONAL LEARNING WITH CHILDREN AND YOUTH, AND GARDENING PLOTS.IN EACH PROPERTY OUR SPIRITUAL SERVICES TEAM PROVIDES END-OF-LIFE CARE TO SUPPORT BOTH RESIDENTS AND FAMILIES. 49837510 1 1 0 0 0 0 0 0 1 0 1 0 1 1 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 0 1 89 0 1082 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 5 4 0 1 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X TRICIA HICKEY - TWSL LLC 9528881974 7400 WEST 109TH STREET BLOOMINGTON MN 55438 SUSAN M LANDWEHR MARSHALL PRESIDENT & TREASURER 6.00 X X 30000 0 0 RICHARD H MARTIN SECRETARY 5.00 X X 18000 0 0 SANDRA L HESSE VICE PRESIDENT 1.00 X X 5000 0 0 JIM MONTEZ DIRECTOR 1.00 X 0 0 0 JOHN MARSHALL DIRECTOR 1.00 X 0 0 0 GREG BROWN CFO/MANAGEMENT AGENT 10.00 X 0 0 0 MICHAEL KAREL EXECUTIVE DIRECTOR - THE WATERS 40.00 X 159084 0 26687 NWAEMELE NDUBISI REGISTERED NURSE 71.03 X 157264 0 4895 PHELGONA WILDES REGISTERED NURSE 61.24 X 149741 0 10065 ROSE EKOBENA REGISTERED NURSE 65.53 X 140026 0 10351 DOROTHY AKANWA REGISTERED NURSE 71.61 X 139218 0 7884 798333 0 59882 16 0 1 0 A'VIANDS LLC 1751 COUNTY ROAD B W STE 300 ROSEVILLE MN 55113 DIETARY SERVICES 3866336 AEGIS THERAPIES INC 1000 BEVERLY WAY FORT SMITH AZ 72919 THERAPY SERVICES 3656341 TWSL LLC 7400 WEST 109TH STREET BLOOMINGTON MN 55438 HEALTHCARE MANAGEMENT 2508039 HEALTHCARE SERVICES GROUP INC 3220 TILLMAN DRIVE STE 300 BENSALEM PA 19020 HOUSEKEEPING SERVICES 1565471 ANNLEO LLC 2501 BOJI BEND DRIVE STE 200 MILFORD IA 51351 NURSING REGISTRY 996618 10 90228 90228 RESIDENT SERVICES 623000 59503067 59503067 59503067 549417 549417 10221 0 10221 10221 10221 3084 -3084 -3084 -3084 9005 90228 40215 -31210 -31210 MISCELLANEOUS REVENUE 623000 459467 459467 459467 60578106 59503067 0 984811 X 41548 41548 49561 49561 53000 53000 23331660 21039806 2291854 2110614 1903290 207324 1814159 1278231 535928 3020486 40442 2980044 123610 18000 105610 129165 129165 12571541 12023866 547675 247047 247047 2864107 1982252 881855 83452 83452 2874006 2017622 856384 42742 42742 23124 23124 3614019 3387996 226023 3597638 3355688 241950 602586 602586 MEDICAL SURCHARGE 1308975 1308975 PROVISION FOR BAD DEBTS 1032297 1032297 LICENSES 173031 173031 DUES & SUBSCRIPTIONS 99545 99545 184572 184572 59992485 49837510 10154975 0 4489816 5349863 2609512 3234650 6676527 6494761 500000 589098 666670 92649330 35576367 58436762 57072963 4467533 4178160 6295505 5906620 83564753 83403687 7703004 7470086 35715583 38355009 148392 150662 42029561 38307737 0 566359 85596540 84849853 X -2087403 -1508698 55616 62532 -2031787 -1446166 83564753 83403687 585621 0 X X 0 1 X 1 1 1 X 56384 181795 275037 293123 90228 896567 58229841 56120218 51751039 53189889 59503067 278794054 12897 5406 4859 9517 9005 41684 58299122 56307419 52030935 53492529 59602300 279732305 0 0 0 279732305 234464 221467 570932 187245 559638 1773746 234464 221467 570932 187245 559638 1773746 600060 1194256 6687444 254010 459467 9195237 59133646 57723142 59289311 53933784 60621405 290701288 0.96230 0.96270 0.00610 0.00510 X SCHEDULE A, PART III, LINE 12 EXPLANATION FOR OTHER INCOME: MISCELLANEOUS REVENUE INVESTMENT DISTRIBUTION (2016 ONLY) 0 1 X 5446329 5446329 76772761 29363991 47408770 10085099 6212376 3872723 345141 345141 57072963 COVENIRE CARE NOKOMIS, LLC 1329533 C THE WATERS OF EDEN PRAIRIE INVESTERS, LLC 2848627 F 4178160 RESIDENT TRUST FUND 150662 ESCROW DEPOSITS 594353 REPLACEMENT RESERVE 1487368 RESIDUAL RECEIPTS RESERVE 1775926 FUNDS HELD UNDER BOND INDENTURE 1898311 5906620 DEFERRED RENT 540243 BOND FEES PAYABLE 10736 UNCLAIMED PROPERTY 15380 566359 X PART IV, LINE 2B: THE RESIDENT TRUST FUNDS ARE PATIENT PERSONAL FUNDS THAT ARE HELD BY THE FACILITY. THE FUNDS BELONG TO THE RESIDENTS AND FACILITY MAINTAINS DETAIL ON DEPOSITS/WITHDRAWALS PER MN DHS GUIDELINES. THE SECURITY DEPOSITS ARE HELD AS DEPOSITS BY SCC WHILE THEY ARE HOLDING THEM. PART X, LINE 2: ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE THAT THE ORGANIZATION EVALUATE TAX POSITIONS AND RECOGNIZE A LIABILITY (OR ASSET) IF THE ORGANIZATION HAS TAKEN AN UNCERTAIN TAX POSITION THAT WOULD NOT BE SUSTAINED UPON EXAMINATION BY TAX AUTHORITIES. THE ORGANIZATION HAS ANALYZED ITS TAX POSITIONS, AND CONCLUDED THAT AS OF DECEMBER 31, 2018 THERE ARE NO UNCERTAIN TAX POSITIONS TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY (OR ASSET) OR DISCLOSURE IN THE FINANCIAL STATEMENTS. THE ORGANIZATION IS SUBJECT TO ROUTINE AUDIT BY TAX AUTHORITIES, HOWEVER THERE ARE CURRENTLY NO AUDITS FOR ANY OPEN TAX PERIODS IN PROGRESS. GOLF TOURNAMENT 99233 90228 9005 12733 9672 14486 655 2669 99233 90228 9005 12733 9672 14486 655 2669 40215 -31210 1 SCHOLARSHIPS 35 49561 PART I, LINE 2: EMPLOYEE SCHOLARSHIPS AND GRANTS ARE PAID DIRECTLY TO THE EDUCATIONAL INSTITUTION UPON RECEIPT OF A LETTER OF ACCEPTANCE OR AN INVOICE. FOR GRANTS TO OTHER ORGANIZATIONS, SENIOR CARE COMMUNITIES DOES NOT HAVE A FORMAL MONITORING PROCESS. PART II, LINE 1: WHILE THE ORGANIZATION GRANTED MORE THAN $5,000 OF ASSISTANCE TO ORGANIZATIONS IN TOTAL, NO GRANT TO ANY SINGLE ORGANIZATION EXCEEDED $5,000 DURING THE TAX YEAR. X 0 0 0 0 0 0 0 0 0 MICHAEL KAREL EXECUTIVE DIRECTOR - THE WATERS 159084 0 0 0 0 0 16506 0 10181 0 185771 0 0 0 NWAEMELE NDUBISI REGISTERED NURSE 157264 0 0 0 0 0 0 0 4895 0 162159 0 0 0 PHELGONA WILDES REGISTERED NURSE 149741 0 0 0 0 0 0 0 10065 0 159806 0 0 0 ROSE EKOBENA REGISTERED NURSE 140026 0 0 0 0 0 0 0 10351 0 150377 0 0 0 PART I, LINE 3: THE OFFICERS RECEIVE MINIMAL COMPENSATION FOR THEIR SERVICES TO SENIOR CARE COMMUNITIES, INC. DETERMINATION OF THEIR COMPENSATION IS BASED ON THE AMOUNT OF TIME DEDICATED TO THE ORGANIZATION IN THE PRIOR YEAR AND INCLUDES REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA AND CONTEMPORANEOUS SUBSTANTIATION. THIS PROCESS WAS LAST UNDERTAKEN FOR ALL OFFICERS IN 2018. A HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF SAINT PAUL MINNESOTA 521440935 85233KAB1 2014-08-13 21935000 ACQUISITION OF PROPERTY 0 0 0 B WASHINGTON COUNTY COMMUNITY DEVELOPMENT AGENCY 411408079 93778CAD0 2016-08-19 17685000 REFINANCE SERIES 2007 BONDS 0 0 0 A 1277280 21935000 969500 418700 50546800 2015 0 0 1 1 B 265000 17685000 1146806 15924477 348200 265516 2009 1 1 1 1 A 1 0 0 0 0 0 1 B 1 0 0 0 0 0 1 A 0 1 0 0 1 0 0 1 1 B 0 1 0 0 0 0 0 0 1 A 0 B 0 SCHEDULE K, PART IV, LINE 6, COLUMN A: 2-YEAR SPENDING EXCEPTION: THE ARBITRAGE RULES PROVIDE AN EXCEPTION FROM THE REBATE REQUIREMENTS FOR AVAILABLE CONSTRUCTION PROCEEDS IF AT LEAST 75% OF SUCH PROCEEDS ARE USED FOR CONSTRUCTION PURPOSES AND IF SUCH PROCEEDS ARE ALLOCATED TO EXPENDITURES FOR A GOVERNMENTAL PURPOSE OF THE ISSUE IN ACCORDANCE WITH THE FOLLOWING SPENDING CRITERIA: (A) AT LEAST 10% OF THE AVAILABLE CONSTRUCTION PROCEEDS WERE SPENT WITHIN SIX MONTHS AFTER THE DATE OF ISSUE; (B) 45% OF SUCH PROCEEDS WERE SPENT WITHIN ONE YEAR; (C) 75% OF SUCH PROCEEDS WERE SPENT WITHIN 18 MONTHS; AND (D) 100% OF SUCH PROCEEDS WERE SPENT WITHIN TWO YEARS. THE 100% EXPENDITURE REQUIREMENT WITHIN TWO YEARS IS TREATED AS MET IF A REASONABLE RETAINAGE AMOUNT, NOT TO EXCEED 5%, IS SPENT WITHIN THREE YEARS AFTER THE DATE OF ISSUE. DURING THE REPORTING PERIOD, AVAILABLE GROSS PROCEEDS OF THE ISSUE ALLOCATED TO EXPENDITURES FOR A GOVERNMENTAL PURPOSE WERE NOT EXPENDED IN ACCORDANCE WITH THE SPENDING CRITERIA ABOVE. THEREFORE, THE ISSUE HAS FAILED TO QUALIFY FOR THE 2-YEAR SPENDING EXCEPTION AND HAS BEEN INCLUDED IN THE EXCESS EARNINGS CALCULATIONS FOR REBATE. THE SERIES 2014A NOTE IS A DRAW-DOWN NOTE AND AS SUCH, THERE ARE NO EXCESS EARNINGS RELATED TO THIS PORTION OF THE OBLIGATION. TEMPORARY PERIOD: THE NET SALE PROCEEDS AND INVESTMENT PROCEEDS OF AN ISSUE REASONABLY EXPECTED TO BE ALLOCATED TO EXPENDITURES FOR CAPITAL PROJECTS QUALIFY FOR A TEMPORARY PERIOD OF THREE YEARS BEGINNING AT THE ISSUE DATE. PROCEEDS NOT EXPENDED DURING A TEMPORARY PERIOD BECOME SUBJECT TO YIELD RESTRICTION AT THE BOND YIELD PLUS 0.125% (ONE-EIGHTH PERCENT) THREE YEARS AFTER THE DATE OF ISSUE. THERE ARE NO EXCESS EARNINGS ATTRIBUTABLE TO YIELD RESTRICTION OF PROCEEDS FOR THE REPORTING PERIOD SINCE ALL DISBURSED PROJECT FUNDS WERE EXPENDED WITHIN THE TEMPORARY PERIOD. A FINAL DRAW ON THE SERIES 2014A NOTE WAS MADE FOLLOWING THE END OF THE TEMPORARY PERIOD; HOWEVER, THERE ARE NO EXCESS EARNINGS ATTRIBUTABLE SINCE PROCEEDS WERE EXPENDED AS OF THE SEPTEMBER 8, 2017 DRAW DATE. TWSL LLC MAJOR CONTRIBUTOR 2508039 HEALTHCARE MANAGEMENT SERVICES 0 THE WATERS SENIOR LIVING MAJOR CONTRIBUTOR 431522 HEALTHCARE MANAGEMENT SERVICES 0 FORM 990, PART VI, SECTION A, LINE 3 SENIOR CARE COMMUNITIES DELEGATED CONTROL OVER MANAGEMENT DUTIES TO TWSL, LLC AND THE WATERS SENIOR LIVING. FORM 990, PART VI, SECTION B, LINE 11B THIS FORM WAS SENT OUT ELECTRONICALLY TO ALL BOARD MEMBERS WHO REVIEW AND APPROVED THE FORM VIA ELECTRONIC VOTING PROCESS. FORM 990, PART VI, SECTION B, LINE 12C SR. CARE COMMUNITIES APPROVED THE FOLLOWING CONFLICT OF INTEREST POLICY ON 5/7/2009. THE FOLLOWING PERSONS ARE "KEY PERSONS" FOR THE PURPOSES OF THE CONFLICT OF INTEREST POLICY: A MEMBER OF THE BOARD OF DIRECTORS, A MEMBER OF A COMMITTEE WITH POWERS DELEGATED BY THE BOARD OF DIRECTORS, AN OFFICER OF THE CORPORATION, A FAMILY MEMBER DEFINED AS A SPOUSE, PARENT, CHILD, SIBLING OR SPOUSE OF A SIBLING. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST. ONCE A POTENTIAL CONFLICT OF INTEREST HAS BEEN DISCLOSED: THE KEY PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING AT WHICH THE TRANSACTION WILL BE DISCUSSED, BUT AFTER SUCH PRESENTATION, HE OR SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, OBTAIN AND RELY ON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DECISION WHETHER OR NOT TO PARTICIPATE IN THE PROPOSED TRANSACTION OR ARRANGEMENT. THE CHAIR OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. THE BOARD OR COMMITTEE SHALL USE DUE DILIGENCE TO DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. AFTER CONSIDERATION, THE BOARD OR COMMITTEE MAY DETERMINE THAT A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF SO, THE BOARD OR COMMITTEE MAY DECIDE, BY A MAJORITY VOTE, TO ENTER INTO A TRANSACTION INVOLVING A CONFLICT OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 THE OFFICERS RECEIVE MINIMAL COMPENSATION FOR THEIR SERVICES TO SENIOR CARE COMMUNITIES, INC. DETERMINATION OF THEIR COMPENSATION IS BASED ON THE AMOUNT OF TIME DEDICATED TO THE ORGANIZATION IN THE PRIOR YEAR AND INCLUDES REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA AND CONTEMPORANEOUS SUBSTANTIATION. THIS PROCESS WAS LAST UNDERTAKEN FOR ALL OFFICERS IN 2018. FORM 990, PART VI, SECTION C, LINE 18 THE 990 IS AVAILABLE UPON REQUEST OR AT WWW.GUIDESTAR.ORG WHILE OTHER DOCUMENTS ARE ONLY AVAILABLE UPON REQUEST. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE ON REQUEST. FORM 990, PART IX, LINE 11G MEDICAL AND PATIENT SERVICES: PROGRAM SERVICE EXPENSES 10,791,016. MANAGEMENT AND GENERAL EXPENSES 547,675. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 11,338,691. REGISTRY: PROGRAM SERVICE EXPENSES 1,202,733. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,202,733. LAUNDRY SERVICES: PROGRAM SERVICE EXPENSES 30,117. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 30,117. FORM 990, PART XII, LINE 2C: NEITHER THE OVERSIGHT PROCESS NOR THE SELECTION PROCESS OF THE INDEPENDENT ACCOUNTANT CHANGED DURING THE TAX YEAR. SENIOR CARE PROVIDENCE LLC 370 23RD AVENUE SOUTH MINNEAPOLIS MN 55407 260429826 SKILLED NURSING DE 19118025 17222345 SENIOR CARE COMMUNITIES INC SENIOR CARE FOREST LAKE LLC 604 NE FIRST STREET FOREST LAKE MN 55025 208316264 SKILLED NURSING AND ASSISTED LIVING DE 12141114 12366019 SENIOR CARE COMMUNITIES INC SENIOR CARE WOODBURY LLC 7012 LAKE DRIVE WOODBURY MN 55125 208316216 SKILLED NURSING AND ASSISTED LIVING DE 23810924 26342383 SENIOR CARE COMMUNITIES INC THE WATERS OF HIGHLAND PARK LLC 678 SNELLING AVENUE S ST PAUL MN 55116 471154954 ASSISTED LIVING MN 5077978 18618812 SENIOR CARE COMMUNITIES INC THE WATERS OF EDEN PRAIRIE INVESTORS LLC 1600 HOPKINS CROSSROAD MINNETONKA MN 55305 474586845 SKILLED NURSING AND ASSISTED LIVING MN N/A RELATED 351077 7187504 0 0 0.71510 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0