2018-11-01T15:04:39-05:00 2017-12-31 390859910 BAKER TILLY VIRCHOW KRAUSE LLP 1650 MARKET STREET SUITE 4500 PHILADELPHIA PA 191037341 990 2017-01-01 311480524 SPRINGPOINT SENIOR LIVING INC- PARENT SPRI 7324303650 4814 OUTLOOK DRIVE NO 201 WALL NJ 07753 GARRETT T MIDGETT III CHIEF FINANCIAL OFFICER 7324303650 2018-10-30 1 JULIUS C GREEN CPA P00350393 2159720701 50.243.90.186 2018-10-30 12:48:20 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 AAD235D504C2444AEC74171655760D719365F2AA 2017 2018-06-14 16:35:46Z ANTHONY A ARGONDIZZA 4814 OUTLOOK DRIVE NO 201 WALL NJ 07753 16001265 0 X WWW.SPRINGPOINTSL.ORG X 1997 NJ TO MAKE A DIFFERENCE IN THE LIVES OF THE RESIDENTS, FAMILIES AND COMMUNITIES WE SERVE. 15 12 111 15 0 0 0 0 16732440 15725523 61025 19913 149330 253867 16942795 15999303 62615 37040 0 0 11078512 11692967 0 0 0 3779773 4449373 14920900 16179380 2021895 -180077 68157013 66209582 41779397 37946137 26377616 28263445 X TO MAKE A DIFFERENCE IN THE LIVES OF THE RESIDENTS, FAMILIES AND COMMUNITIES WE SERVE. 0 0 8958459 37040 15725523 EXPENSES INCURRED IN PROVIDING ADMINISTRATIVE, FINANCIAL AND SUPPORT SERVICES TO ALL AFFILIATES. PLEASE REFER TO SCHEDULE O FOR THE ORGANIZATION'S COMMUNITY BENEFIT STATEMENT. 8958459 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 1 0 0 1 94 0 1 111 1 0 0 0 0 0 0 0 0 0 0 X 15 12 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X X GARRETT T MIDGETT III 7324303650 4814 OUTLOOK DRIVE NO 201 WALL NJ 07753 JOHN J MCSORLEY CHAIR 1.00 1.00 X X 11219 0 0 VINCENT A MYERS VICE CHAIR 1.00 1.00 X X 0 0 0 ANTHONY ARGONDIZZA PRESIDENT (EX-OFFICIO)/CEO 5.00 50.00 X X 654285 0 265711 EDGAR M COSTER TRUSTEE 1.00 1.00 X 0 0 0 MICHELLE BENNETT TRUSTEE 1.00 1.00 X 0 0 0 THOMAS A BIGA TRUSTEE 1.00 1.00 X 0 0 0 JOSEPH DIFIGLIA TRUSTEE 1.00 1.00 X 14620 0 0 JAMES FERRARE TRUSTEE 1.00 1.00 X 0 0 0 ROBERT J FOGG TRUSTEE 1.00 1.00 X 0 0 0 JEANA M PISCATELLI TRUSTEE 1.00 1.00 X 0 0 0 KEVIN G ROGERS TRUSTEE 1.00 1.00 X 0 0 0 JOSEPH BERARDO JR TRUSTEE 1.00 1.00 X 0 0 0 TIFFANY TOMASSO TRUSTEE 1.00 1.00 X 0 0 0 JOSEPH A TORCIVIA TRUSTEE 1.00 1.00 X 0 0 0 BRUCE TRAUB TRUSTEE 1.00 1.00 X 0 0 0 GARY T PUMA CEO (TERM 6/30/17) 5.00 50.00 X 1242358 0 40883 GARRETT T MIDGETT III CHIEF FINANCIAL OFFICER/SR VP/TREASURER 5.00 50.00 X 416152 0 74226 MAUREEN E CAFFERTY ESQ GENERAL COUNSEL/SR VP/SECRETARY 5.00 50.00 X 403625 0 67621 DAVID WOODWARD SR VP/COO/ASST. TREASURER 5.00 50.00 X 361177 0 24899 DAVID B WEAN VP FACILITY & ASSET MANAGEMENT 5.00 50.00 X 269432 0 33705 PAMELA SMITH SR VP STRATEGIC SERVICES 5.00 50.00 X 268392 0 41250 MARYBETH KOPEC VP FINANCE 5.00 50.00 X 268784 0 45999 RAYMOND R LEENIG VP INFORMATION TECHNOLOGY 5.00 50.00 X 269213 0 29776 LINDA ROSE SR VP HEALTH SERVICES 5.00 50.00 X 325928 0 34483 TRACY MIDO VP HUMAN RESOURCES (TERM 12/31/17) 5.00 50.00 X 206240 0 23939 JEAN BROPHY CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 227297 0 20815 ANNE HAY CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 229302 0 36553 MICHAEL GENTILE CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 226183 0 39150 RICHARD WHITEMAN CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 229506 0 19353 BRENDEN GAROZZO CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 233645 0 16311 5857358 0 814674 35 0 1 0 E ALLEN REEVES INC 115 OLD YORK ROAD ABINGTON PA 19001 CONSTRUCTION SERVICES 4086146 CERIDIAN EMPLOYER SERVICES PO BOX 10989 NEWARK NJ 07193 PAYROLL SERVICES 667537 BAKER TILLY VIRCHOW KRAUSE LLP PO BOX 78975 MILWAUKEE WI 532788975 AUDITING/TAX SERVICES 368955 BLUE SPIRE STRATEGIC MARKETING 7650 EDINBOROUGH WAY STE 500 MINNEAPOLIS MN 55435 MARKETING SERVICES 310281 WILENTZ GOLDMAN & SPITZER 90 WOODBRIDGE CTR DR WOODBRIDGE NJ 070950958 LEGAL SERVICES 298683 16 DEVELOP. & MGMT FEES 541900 10718033 10718033 FIN. SVCS & CHARGEBACK REV. 541900 5007490 5007490 15725523 21875 21875 1962 -1962 -1962 -1962 401K FORFEITURES 900099 119498 119498 PARTNERSHIP ADMIN. FEES 900099 111226 111226 SOLAR RENEWABLE ENERGY CREDITS 900099 15798 15798 7345 7345 253867 15999303 15725523 0 273780 37040 37040 5394994 2816111 2578883 5030725 2645949 2384776 197941 96683 101258 429299 216324 212975 640008 290512 349496 275620 275620 49208 49208 709867 505409 204458 51019 51019 312525 37854 274671 548721 548721 255020 205075 49945 85299 50676 34623 313062 313062 592961 592961 99095 99095 REPAIRS & MAINTENANCE 538584 2280 536304 PROGRAM-RELATED EXP. 449977 364132 85845 DUES, FEES & SUBS. 95537 43026 52511 EMPLOYEE GIFTS 50885 42530 8355 21993 21993 16179380 8958459 7220921 0 700 700 8386176 7777531 893833 938338 49913503 48526037 311801 243649 5119755 3644611 1628366 1475144 1010248 1383062 59130 56224 5953256 5808897 68157013 66209582 13526571 8927653 15864020 16648398 5460131 4917837 5134200 5121054 1794475 2331195 41779397 37946137 X 26377616 28263445 26377616 28263445 68157013 66209582 X -180077 2065906 X 0 1 X 1 0 X X 1 SPRINGPOINT SENIOR LIVING INC- SUBORDINATES 223498690 10 1 0 0 1 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 PART IV, SECTION A, LINE 5A: THE FOLLOWING ORGANIZATIONS WERE TERMINATED AND THUS REMOVED AS SUPPORTED ORGANIZATIONS IN 2017: SPRINGPOINT AT WATERFORD GLEN, INC. SPRINGPOINT AT STONY BROOK, INC. SPRINGPOINT AT WATCHUNG RIDGE, INC. SPRINGPOINT AT RED BANK, INC. SPRINGPOINT OF NORTHERN NJ, INC. SENIOR LIVING INSTITUTE, INC. 135161 94681 40480 4381776 3395115 986661 602818 154815 448003 1475144 OTHER RECEIVABLES 5790379 SUSPENSE 18518 5808897 DERIVATIVE INSTRUMENTS -50319 OTHER LIABILITES 998453 ACCRUED SERP 1383061 2331195 X PART X, LINE 2: SPRINGPOINT SENIOR LIVING, INC. 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 2017 AND 2016. X X X X 1 1 0 0 0 0 0 1 0 ANTHONY ARGONDIZZA PRESIDENT (EX-OFFICIO)/CEO 464801 0 176040 0 13444 0 238250 0 27461 0 919996 0 0 0 GARY T PUMA CEO (TERM 6/30/17) 267545 0 416436 0 558377 0 13250 0 27633 0 1283241 0 0 0 GARRETT T MIDGETT III CHIEF FINANCIAL OFFICER/SR VP/TREASU 303574 0 102153 0 10425 0 44268 0 29958 0 490378 0 0 0 MAUREEN E CAFFERTY ESQ GENERAL COUNSEL/SR VP/SECRETARY 273648 0 90735 0 39242 0 41512 0 26109 0 471246 0 0 0 DAVID WOODWARD SR VP/COO/ASST. TREASURER 250941 0 99412 0 10824 0 9082 0 15817 0 386076 0 0 0 DAVID B WEAN VP FACILITY & ASSET MANAGEMENT 201239 0 60871 0 7322 0 9385 0 24320 0 303137 0 0 0 PAMELA SMITH SR VP STRATEGIC SERVICES 180009 0 81036 0 7347 0 13250 0 28000 0 309642 0 0 0 MARYBETH KOPEC VP FINANCE 195520 0 65910 0 7354 0 11169 0 34830 0 314783 0 0 0 RAYMOND R LEENIG VP INFORMATION TECHNOLOGY 204489 0 55192 0 9532 0 11561 0 18215 0 298989 0 0 0 LINDA ROSE SR VP HEALTH SERVICES 226329 0 91850 0 7749 0 11554 0 22929 0 360411 0 0 0 TRACY MIDO VP HUMAN RESOURCES (TERM 12/31/17) 183600 0 17440 0 5200 0 9082 0 14857 0 230179 0 0 0 JEAN BROPHY CCRC EXECUTIVE DIRECTOR 174912 0 46948 0 5437 0 10824 0 9991 0 248112 0 0 0 ANNE HAY CCRC EXECUTIVE DIRECTOR 176600 0 51518 0 1184 0 11368 0 25185 0 265855 0 0 0 MICHAEL GENTILE CCRC EXECUTIVE DIRECTOR 175330 0 48400 0 2453 0 6797 0 32353 0 265333 0 0 0 RICHARD WHITEMAN CCRC EXECUTIVE DIRECTOR 182007 0 46948 0 551 0 7824 0 11529 0 248859 0 0 0 BRENDEN GAROZZO CCRC EXECUTIVE DIRECTOR 174912 0 56088 0 2645 0 6320 0 9991 0 249956 0 0 0 PART I, LINES 4A-B GARY PUMA, CEO UNTIL 6/30/2017 RECEIVED SEVERANCE PAYMENTS IN 2017 OF $531,895. THE DEFERRED COMPENSATION AMOUNT IN COLUMN C FOR THE FOLLOWING INDIVIDUALS INCLUDES UNVESTED BENEFITS IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHICH ARE SUBJECT TO A SUBSTANTIAL RISK OF COMPLETE FORFEITURE. ACCORDINGLY, THE INDIVIDUALS MAY NEVER ACTUALLY RECEIVE THIS UNVESTED BENEFIT AMOUNT. THE AMOUNTS OUTLINED HEREIN WERE NOT INCLUDED IN THE INDIVIDUAL'S 2017 FORM W-2, BOX 5 AS TAXABLE MEDICARE WAGES: GARRETT T. MIDGETT III, $31,018, ANTHONY ARGONDIZZA, $225,000 AND MAUREEN E. CAFFERTY, ESQ., $28,600. PART I, LINE 7 CERTAIN INDIVIDUALS INCLUDED IN SCHEDULE J, PART II RECEIVED A BONUS DURING CALENDAR YEAR 2017. THESE AMOUNTS WERE INCLUDED IN COLUMN B(II) HEREIN AND IN EACH INDIVIDUAL'S 2017 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES. PLEASE REFER TO THIS SECTION OF THE FORM 990, SCHEDULE J FOR THIS INFORMATION BY PERSON BY AMOUNT. BONUS AMOUNTS FOR SENIOR MANAGEMENT ARE DETERMINED BASED ON PERFORMANCE MEASURED AGAINST CERTAIN OPERATING AND FINANCIAL METRICS WHICH ARE REVIEWED AND APPROVED ANNUALLY BY THE COMPENSATION COMMITTEE OF THE SPRINGPOINT SENIOR LIVING BOARD OF TRUSTEES. A NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY 222045817 2015-12-01 30945000 ADVANCE REFUNDING OF 1998A AND 2010B BONDS 0 0 0 A 5466000 30945000 254661 30690339 2015 0 1 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 0 0 0 1 1 CAPITAL ONE NA 10.000000000000 0 0 0 0 1 A 1 PART VI THE TAX-EXEMPT BOND ISSUANCE IN THE AMOUNT OF $30,945,000 REFLECTED IN SCHEDULE K, PART I, LINE A WAS ISSUED ON BEHALF OF THE SPRINGPOINT SENIOR LIVING OBLIGATED GROUP "THE OBLIGATED GROUP". SPRINGPOINT SENIOR LIVING, INC. IS A MEMBER OF THE OBLIGATED GROUP AND IS THE TAX-EXEMPT PARENT. ALSO INCLUDED IN THE OBLIGATED GROUP ARE SPRINGPOINT AT MEADOW LAKES, INC., SPRINGPOINT AT CRESTWOOD, INC., AND SPRINGPOINT AT MONROE VILLAGE, INC.; WHICH ARE ALL INCLUDED IN THE GROUP RETURN FOR SUBORDINATES OF SPRINGPOINT SENIOR LIVING, INC. PLEASE NOTE THAT SCHEDULE K, PARTS II, III AND IV HAVE BEEN COMPLETED BASED UPON THE TOTAL AMOUNT OF THE TAX-EXEMPT BOND ISSUANCE FOR THE OBLIGATED GROUP; SPRINGPOINT AT MEADOW LAKES, INC., SPRINGPOINT AT CRESTWOOD, INC., AND SPRINGPOINT AT MONROE VILLAGE, INC. ARE PART OF THE OBLIGATED GROUP BUT ARE NOT REPORTED AS PART OF THIS RETURN. THE TOTAL PROCEEDS FROM THE BOND ISSUANCE WERE ALLOCATED TO MEMBERS OF THE OBLIGATED GROUP BASED ON THEIR DIRECT USE OF THE PROCEEDS AND WAS USED TO (A) ADVANCE REFUND A PRIOR ISSUE AND (B) TO FINANCE CERTAIN COSTS OF ISSUANCE OF THE BOND. KELLY HORTON DAUGHTER OF RAYMOND LEENIG - VP OF IT 70874 EMPLOYEE COMPENSATION 0 FORM 990, PART III; STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS BACKGROUND SPRINGPOINT SENIOR LIVING IS A NATIONALLY RECOGNIZED NOT-FOR-PROFIT PROVIDER OF SENIOR HOUSING AND CARE, IN BUSINESS SINCE 1916. THE SPRINGPOINT FOUNDATION ADVANCES OUR MISSION INSPIRING GENEROSITY IN SUPPORT OF PROGRAMS THAT MAKE A DIFFERENCE IN PEOPLES LIVES AND ENRICH THE COMMUNITIES WHERE THEY LIVE. THE SPRINGPOINT FOUNDATION'S FOUR CORE RESIDENT AND PARTNERSHIP PROGRAMS INCLUDE FINANCIAL ASSISTANCE FOR RESIDENTS IN NEED, SPIRITUAL CARE, TOMORROW'S LEADERS INTERNSHIP PROGRAM AND PROGRAMS WHICH PROVIDE SUPPORT FOR OUR AFFORDABLE HOUSING COMMUNITIES. SPRINGPOINT SENIOR LIVING SERVES OVER 4,000 SENIORS RESIDING IN 28 COMMUNITIES THROUGHOUT NEW JERSEY AND DELAWARE AND VIA ITS LICENSED HOME CARE COMPANY AND CONTINUING CARE AT HOME PRODUCT. EIGHT (8) OF THESE COMMUNITIES PROVIDE THE FULL CONTINUUM OF CARE, NINETEEN (19) ARE AFFORDABLE HOUSING COMMUNITIES AND ONE (1) IS A SKILLED NURSING COMMUNITY. SPRINGPOINT EMPLOYS APPROXIMATELY 2,100 INDIVIDUALS. SPRINGPOINT SENIOR LIVING IS GUIDED BY ITS COMMITMENT TO THE QUALITY OF LIFE OF ITS OWN RESIDENTS AS WELL AS CONCERN FOR THE WELL-BEING OF SENIORS THROUGHOUT THE REGION. SPRINGPOINT SENIOR LIVING IS NON-DENOMINATIONAL, WELCOMING RESIDENTS OF ALL FAITHS AND BACKGROUNDS. "RESIDENTS-FIRST" PHILOSOPHY AT SPRINGPOINT SENIOR LIVING, OUR "RESIDENTS- FIRST" PHILOSOPHY GUIDES US IN PROMOTING AND EXPANDING OUR MISSION OF OFFERING HIGH-QUALITY HOUSING AND SERVICES AND AN OUTSTANDING QUALITY OF LIFE FOR EVERY RESIDENT, EVERYDAY. SPRINGPOINT SENIOR LIVING STATEMENT FOR COMMUNITY BENEFITS SPRINGPOINT SENIOR LIVING IS AN ACTIVE COMMUNITY PARTNER, BRINGING PHILANTHROPIC, CULTURAL AND EDUCATIONAL RESOURCES TO SENIORS AND THEIR FAMILY MEMBERS ACROSS NEW JERSEY. SPRINGPOINT SENIOR LIVING VALUES SPRINGPOINT SENIOR LIVING IS GUIDED BY THE FOLLOWING PRINCIPLES IN FURTHERING ITS CHARITABLE TAX-EXEMPT PURPOSES: 1. RESPECT: WE RECOGNIZE THE VALUE AND DIGNITY OF EVERY PERSON 2. COMPASSION: WE SEEK TO UNDERSTAND AND EMPATHIZE WITH OTHERS 3. INTEGRITY: WE ARE HONEST, RESPONSIBLE AND ETHICAL 4. SERVICE: WE ENDEAVOR TO EXCEED EXPECTATIONS 5. EXCELLENCE: WE STRIVE TO DO EVERYTHING OF THE HIGHEST QUALITY VISION SPRINGPOINT SENIOR LIVING WILL BE THE LEADER IN INNOVATIVE HOUSING, HEALTHCARE AND INTEGRATED SUPPORTIVE SERVICE SOLUTIONS. SPRINGPOINT SENIOR LIVING COMMUNITIES FULL-SERVICE SENIOR LIVING SPRINGPOINT FULL SERVICE SENIOR LIVING COMMUNITIES OFFER FLEXIBLE ACCOMMODATIONS DESIGNED TO MEET HEALTH AND HOUSING NEEDS THAT CAN CHANGE OVER TIME. THE FULL-SERVICE CARE SPECTRUM ENCOMPASSES INDEPENDENT LIVING, ASSISTED LIVING, MEMORY AND SKILLED NURSING CARE. THESE COMMUNITIES ALSO OFFER HOUSEKEEPING, MEALS AND ACTIVITIES. SEVEN OF THE SPRINGPOINT FULL-SERVICE RETIREMENT COMMUNITIES HOLD ACCREDITATION BY CARF-CCAC, THE NATION'S ONLY ACCREDITING BODY FOR CONTINUING CARE RETIREMENT COMMUNITIES. SERVICES OFFERED BY SPRINGPOINT FULL-SERVICE SENIOR LIVING COMMUNITIES INCLUDE: - RESTAURANT-STYLE AND CASUAL DINING - HIGH-QUALITY ON-SITE HEALTH CARE - FITNESS AND WELL CENTERS AND INDOOR POOL (EXCEPT FOR THE ATRIUM AT NAVESINK HARBOR) - BEAUTY AND BARBER SHOP - HOUSEKEEPING SERVICES - CONCIERGE SERVICES FULL-SERVICE SENIOR LIVING COMMUNITY SNAPSHOT CRESTWOOD MANOR, WHITING, NJ CRESTWOOD OFFERS 265 ONE- AND TWO-BEDROOM APARTMENTS, 32 EXPANDED SERVICES PROGRAM UNITS, AND A 64-BED SKILLED NURSING CARE CENTER ON A 40-ACRE CAMPUS IN OCEAN COUNTY. MEADOW LAKES, EAST WINDSOR, NJ MEADOW LAKES OFFERS 246 INDEPENDENT LIVING APARTMENTS, 15 COTTAGES, 44 ASSISTED LIVING SUITES AND 60 SKILLED NURSING BEDS ON A 103-ACRE CAMPUS IN MERCER COUNTY. MONROE VILLAGE, MONROE TOWNSHIP, NJ MONROE VILLAGE OFFERS 279 INDEPENDENT LIVING APARTMENTS, 28 ASSISTED LIVING SUITES AND 60 SKILLED NURSING BEDS ON 55 ACRES IN MIDDLESEX COUNTY. STONEBRIDGE AT MONTGOMERY, SKILLMAN, NJ STONEBRIDGE OFFERS 187 INDEPENDENT LIVING APARTMENTS, 24 COTTAGES, 60 ASSISTED LIVING APARTMENTS AND 40 SKILLED NURSING BEDS ON 40 ACRES IN SOMERSET COUNTY. THE ATRIUM AT NAVESINK HARBOR, RED BANK, NJ THE ATRIUM AT NAVESINK HARBOR OFFERS 140 INDEPENDENT LIVING UNITS, AND 43 LONG TERM CARE BEDS. THE MOORINGS AT LEWES, LEWES, DE THE MOORINGS AT LEWES OFFERS 131 INDEPENDENT LIVING APARTMENTS, 45 ASSISTED LIVING SUITES AND 40 SKILLED NURSING BEDS. THE OAKS AT DENVILLE, DENVILLE, NJ THE OAKS AT DENVILLE OFFERS 286 INDEPENDENT LIVING UNITS, 33 ASSISTED LIVING APARTMENTS AND 84 LONG TERM CARE BEDS. WINCHESTER GARDENS, MAPLEWOOD, NJ WINCHESTER GARDENS OFFERS 162 INDEPENDENT LIVING APARTMENTS AND 39 VILLAS. THE HEALTH CENTER IS CURRENTLY UNDER CONSTRUCTION. UPON COMLPLETION THERE WILL BE 102 BEDS IN FOUR NEIGHBORHOODS OFFERING ASSISTED LIVING, MEMORY AND NURSING VARE. CURRENTLY 69 HEALTH CENTER BEDS ARE OPERATING OFFERING ASSISTED LIVING AND FORMAL LONG TERM CARE SERVICES. AFFORDABLE HOUSING SPRINGPOINT AFFORDABLE HOUSING COMMUNITIES OFFER COMFORTABLE, ATTRACTIVE, REASONABLY-PRICED HOUSING OPTIONS TO INDIVIDUALS WITH LIMITED INCOMES. PROSPECTIVE TENANTS ARE AGE 62 AND OVER AND MUST MEET FEDERAL INCOME GUIDELINES. SOME COMMUNITIES HAVE PROGRAM ELIGIBILITY FOR THOSE 18 YEARS OF AGE OR OLDER WITH A DISABILITY REQUIRING THE DESIGN FEATURE OF THE UNIT. HERITAGE OF WHITING, HAS A PROGRAM ELIGIBILITY FOR THOSE 55 AND OLDER. HUD SUBSIDIZED TENANTS PAY RENT BASED ON 30% OF THEIR ADJUSTED GROSS ANNUAL INCOME. INCOME LIMITS VARY BY LOCATION. HEAT AND HOT WATER ARE ALSO INCLUDED IN THE RENTAL FEE. PLEASE NOTE: NON-SUBSIDIZED UNITS ARE LOCATED AT ASBURY TOWER (SOME UNITS), HERITAGE AT WHITING, SAMUEL MILLER AND ROBERT NOBLE MANOR. EACH SPRINGPOINT AFFORDABLE HOUSING COMMUNITY OFFERS PRIVATE UNFURNISHED APARTMENTS WITH EASY ACCESS TO TRANSPORTATION, SHOPPING, MEDICAL FACILITIES AND OTHER AMENITIES. SPRINGPOINT SENIOR LIVING AFFORDABLE HOUSING COMMUNITIES INCLUDE: - ALLAIRE CROSSING, WALL, 67 UNITS (MANAGED) - ASBURY TOWER, ASBURY PARK, 347 UNITS (MANAGED) - BUTLER SENIOR COMMUNITY, BUTLER, 90 UNITS (MANAGED) - COUNTRYSIDE MEADOWS, EGG HARBOR CITY, 84 UNITS - CROSSROADS AT HOWELL, FREEHOLD, 86 UNITS - THE OAKS AT TOMS RIVER, 85 UNITS - FRIENDSHIP GARDENS, HOWELL, 100 UNITS (MANAGED) - THE GABLES AT WEST WINDSOR, 85 UNITS - HERITAGE AT WHITING, 69 UNITS (MANAGED) - HIDDEN BROOK AT FRANKLIN, 85 UNITS - MANCHESTER PINES, WHITING, 84 UNITS - PLAINFIELD TOWER WEST, PLAINFIELD, 154 UNITS (MANAGED) - PORTLAND POINTE, ATLANTIC HIGHLANDS, 58 UNITS - ROBERT NOBLE MANOR, SOUTH AMBOY, 40 UNITS (MANAGED) - SAMUEL MILLER SENIOR HOUSING, MOUNT HOLLY, 30 UNITS (MANAGED) - STAFFORD BY THE BAY, MANAHAWKIN, 85 UNITS - WATCHING TERRACE AT MIDDLESEX, 87 UNITS - WHEATON POINTE AT EAST WINDSOR, 84 UNITS - WOODLANDS AT RAMSEY, 100 UNITS (MANAGED) SPRINGPOINT FOUNDATION THE SPRINGPOINT FOUNDATION IS THE COMMUNITY OUTREACH AND PHILANTHROPIC ARM OF SPRINGPOINT SENIOR LIVING. SINCE 1916, THE PRIMARY PURPOSE OF THE SPRINGPOINT FOUNDATION HAS BEEN MAKING A DIFFERENCE IN THE LIVES OF SENIORS AND THEIR FAMILIES THROUGH OUR RESIDENT AND COMMUNITY PARTNERSHIP PROGRAMS. WE SEEK TO ACCOMPLISH OUR GOALS BY ENCOURAGING CHARITABLE SUPPORT THROUGH A VARIETY OF GIVING AND SPONSORSHIP OPPORTUNITIES, SPECIAL EVENTS AND GIFT PLANNING PROGRAMS. LIFE-ENHANCING RESIDENT ASSISTANCE BENEVOLENT CARE: FINANCIAL STABILITY EQUALS PEACE OF MIND FOR TODAY'S AGING ADULTS. TODAY, WE ARE HOLDING TRUE TO OUR MISSION AND HELPING MORE RESIDENTS FINANCIALLY THAN IN ANY PREVIOUS YEAR. TRANSPORTATION: MANY OLDER ADULTS ARE UNABLE TO DRIVE, SIGNIFICANTLY LIMITING THEIR ABILITY TO REMAIN INDEPENDENT AND NEGATIVELY IMPACTING THEIR QUALITY OF LIFE. EACH YEAR, THE FOUNDATION ALLOCATES FUNDING FOR TRANSPORTATION. FOR EXAMPLE, THE FOUNDATION CURRENTLY SUPPORTS THE PURCHASE AND MAINTENANCE OF NEW BUSES THAT PROVIDE GREATER INDEPENDENCE FOR MORE THAN 1,600 RESIDENTS LIVING IN 15 AFFORDABLE HOUSING COMMUNITIES. CHAPLAINCY: SPIRITUAL LEADERSHIP POSITIVELY INFLUENCES BOTH THE PHYSICAL AND EMOTIONAL WELL-BEING OF SENIORS. OUR PROGRAMS ENCOURAGE SENIORS TO PRACTICE THEIR FAITH AND OBTAIN THE SPIRITUAL GUIDANCE THEY NEED TO MAINTAIN A HEALTHY STATE OF MIND AND BODY. COMMUNITY SERVICE AND VOLUNTEERING: IN AN EFFORT TO ENRICH THE LARGER COMMUNITY, THE SPRINGPOINT FOUNDATION ACTS AS A CONVENER AND COORDINATOR OF COMMUNITY SERVICE AND VOLUNTEER PROGRAMS. WORKING WITH INDIVIDUALS AND ORGANIZATIONS, THE FOUNDATION CREATES AND IDENTIFIES VOLUNTEER OPPORTUNITIES THAT BENEFIT PEOPLE AND COMMUNITIES IN NEED. FORM 990, PART III, LINE 4A WORKFORCE DEVELOPMENT AND INTERNSHIPS: OUR TOMORROW'S LEADERS PROGRAM IS DESIGNED TO CREATE AND INSPIRE THE NEXT GENERATION OF LEADERS AND INNOVATORS IN SENIOR CARE. IT IS SUPPORTED THROUGH SPONSORSHIP OF INTERNS BY INDIVIDUALS, CORPORATIONS, AND SPRINGPOINT VENDORS. INTERNS GAIN HANDS-ON EXPERIENCE AND FIRST-HAND KNOWLEDGE OF THE LATEST POLICIES AND PRACTICES THAT AFFECT THE NEEDS OF AGING ADULTS. WE ARE PROUD THAT MANY OF OUR INTERNS CONTINUE ON TO A CAREER IN THE FIELD OF SENIOR CARE. CONCLUSION SPRINGPOINT SENIOR LIVING IS A NOT-FOR-PROFIT LEADER IN HIGH-QUALITY SENIOR HOUSING AND CARE. SPRINGPOINT OFFERS DIVERSE RETIREMENT LIFESTYLE OPTIONS AS WELL AS A RANGE OF INNOVATIVE SERVICES AND PROGRAMMING THAT ENHANCE RESIDENTS' LIVES EACH DAY. OUR LIFESTYLE CHOICES INCLUDE FULL-SERVICE SENIOR LIVING, AND AFFORDABLE HOUSING. BECAUSE SPRINGPOINT IS A NOT-FOR-PROFIT CORPORATION, RESIDENTS AND THEIR FAMILIES ARE ALWAYS OUR FIRST PRIORITY. OUR COMPASSIONATE, PROFESSIONAL STAFF ENSURES THAT RESIDENTS ENJOY THE BEST QUALITY OF LIFE EACH DAY WHILE MAINTAINING THE HIGHEST POSSIBLE LEVEL OF INDEPENDENCE. FORM 990, PART VI, SECTION A, LINE 1 THE PRESIDENT OF THE CORPORATION SHALL SERVE AS EX OFFICIO TRUSTEE WITH THE SAME RIGHTS AS OTHER TRUSTEES, INCLUDING THE RIGHT TO VOTE. NOTWITHSTANDING THE FOREGOING, THE PRESIDENT SHALL NOT SERVE AS A MEMBER OF THE COMPENSATION COMMITTEE AND SHALL NOT HAVE A RIGHT TO VOTE ON PERSONNEL COMPENSATION MATTERS OR SUCH OTHER MATTERS ARISING FROM THE COMPENSATION COMMITTEE. THE PRESIDENT, IN HIS ROLE AS A MEMBER OF THE GOVERNANCE COMMITTEE, SHALL ABSTAIN FROM VOTING ON RECOMMENDATIONS TO THE BOARD CONCERNING THE NOMINATION OF QUALIFIED PERSONS TO STAND FOR ELECTION OR RE-ELECTION AS TRUSTEES OR TO FILL VACANCIES ON THE BOARD. THE EXECUTIVE COMMITTEE SHALL BE RESPONSIBLE FOR MAKING DECISIONS REQUIRED ON THE IMMEDIATE NEEDS OF THE CORPORATION, EXCEPT FOR THE FOLLOWING ACTIONS WHICH ARE PROHIBITED BY N.J.S.A. 15A:6-9: (I) TO MAKE, ALTER OR REPEAL ANY BYLAW OF THE CORPORATION; (II) TO ELECT OR APPOINT ANY TRUSTEE, OR REMOVE ANY TRUSTEE; OR (III) TO AMEND OR REPEAL ANY RESOLUTION PREVIOUSLY ADOPTED BY THE BOARD. FORM 990, PART VI, SECTION A, LINE 4 SPRINGPOINT SENIOR LIVING, INC. ("SSL") ENTERED INTO AN AFFILIATION AGREEMENT WITH CADBURY AT CHERRY HILL, INC., CADBURY AT LEWES, INC. AND CADBURY CONTINUING CARE AT HOME, INC. ("CADBURY ENTITIES"). THE AFFILIATION AGREEMENT CLOSED ON OCTOBER 1, 2017 AND BECAME EFFECTIVE AT THAT DATE WHEREBY THERE WAS A TRANSFER OF SOLE CORPORATE MEMBERSHIP. ON THAT DATE, THE CADBURY ENTITIES BECAME PART OF FORTY-THREE AFFILIATES OF SSL THROUGH A CHANGE IN CONTROL. SSL CONTROLS THE CADBURY ENTITIES THROUGH A BOARD OF TRUSTEES COMPRISED PRINCIPALLY OF THE SAME INDIVIDUALS WHO CONTROL ALL OF THE AFFILIATED ENTITIES OF SSL. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD OF DIRECTORS FOR SPRINGPOINT SENIOR LIVING, INC. AND AFFILIATES MEET ANNUALLY TO REVIEW AND APPROVE THE FILING OF THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION IS THE PARENT OF A TAX-EXEMPT GROUP OF ORGANIZATIONS THAT PROVIDE CONTINUING CARE RETIREMENT COMMUNITY SERVICES AND AFFORDABLE HOUSING. THE ORGANIZATION REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. ANNUALLY ALL MEMBERS OF THE BOARD OF TRUSTEES, OFFICERS AND SENIOR MANAGEMENT PERSONNEL ARE REQUIRED TO REVIEW THE EXISTING CONFLICT OF INTEREST POLICY AND COMPLETE A QUESTIONNAIRE. THE COMPLETED QUESTIONNAIRES ARE RETURNED TO THE ORGANIZATION'S GENERAL COUNSEL FOR REVIEW. THEREAFTER THE ORGANIZATION'S GENERAL COUNSEL PREPARES A SUMMARY OF THE COMPLETED QUESTIONNAIRES WHICH CONTAINS INFORMATION DISCLOSED ON AN INDIVIDUAL BY INDIVIDUAL BASIS AND PRESENTS THIS SUMMARY TO THE ORGANIZATION'S GOVERNANCE COMMITTEE FOR ITS REVIEW AND DISCUSSION. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION'S BOARD OF TRUSTEES HAS AN EXECUTIVE COMPENSATION COMMITTEE ("COMMITTEE"). THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY WHICH IT FOLLOWS WHEN IT REVIEWS AND APPROVES OF THE COMPENSATION AND BENEFITS OF THE ORGANIZATION'S SENIOR MANAGEMENT, INCLUDING THE PRESIDENT/CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER. THE COMMITTEE REVIEWS THE "TOTAL COMPENSATION" OF THE INDIVIDUALS WHICH IS INTENDED TO INCLUDE BOTH CURRENT AND DEFERRED COMPENSATION AND ALL EMPLOYEE BENEFITS, BOTH QUALIFIED AND NON-QUALIFIED. THE COMMITTEE'S REVIEW IS COMPLETED AND DOCUMENTED ON AT LEAST AN ANNUAL BASIS AND ENSURES THAT THE "TOTAL COMPENSATION" OF SENIOR MANAGEMENT OF THE ORGANIZATION IS REASONABLE. THE ACTIONS TAKEN BY THE COMMITTEE ENABLE THE ORGANIZATION TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 4958 WITH RESPECT TO THE TOTAL COMPENSATION OF CERTAIN MEMBERS OF THE SENIOR MANAGEMENT TEAM, INCLUDING THE PRESIDENT/CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER. THE THREE FACTORS WHICH MUST BE SATISFIED IN ORDER TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS ARE THE FOLLOWING: 1. THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX-EXEMPT ORGANIZATION WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A "CONFLICT OF INTEREST" WITH RESPECT TO THE COMPENSATION ARRANGEMENT; 2. THE AUTHORIZED BODY OBTAINED AND RELIED UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION; AND 3. THE AUTHORIZED BODY "ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION" CONCURRENTLY WITH MAKING THAT DETERMINATION. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD OF TRUSTEES EACH OF WHO ARE INDEPENDENT AND ARE FREE FROM ANY CONFLICTS OF INTEREST. THE COMMITTEE RELIED UPON APPROPRIATE COMPARABLE DATA; SPECIFICALLY THE COMMITTEE OBTAINED A WRITTEN COMPENSATION STUDY FROM AN INDEPENDENT FIRM WHICH SPECIALIZES IN THE REVIEWING OF RETIREMENT HOUSING AND SENIOR LIVING HEALTHCARE SERVICES EXECUTIVE COMPENSATION AND BENEFITS THROUGHOUT THE UNITED STATES. THIS STUDY USED COMPARABLE GEOGRAPHIC AND DEMOGRAPHIC MARKET DATA INCLUDING BUT NOT LIMITED TO SIMILAR SIZED ORGANIZATIONS, NUMBER OF CONTINUING CARE RETIREMENT COMMUNITIES AND RESIDENTIAL FACILITY REVENUE. THE COMMITTEE ADEQUATELY DOCUMENTED ITS BASIS FOR ITS DETERMINATION THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE COMPENSATION COMMITTEE MEETINGS DURING WHICH THE EXECUTIVE COMPENSATION AND BENEFITS WAS REVIEWED AND SUBSEQUENTLY APPROVED. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: NET CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS 65,906. NET ASSET TRANSFER 2,000,000. 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