2017-03-29T11:20:25-05:00 2016-05-31 593070669 MOORE STEPHENS LOVELACE PA 255 S ORANGE AVENUE SUITE 600 ORLANDO FL 32801 990 2015-06-01 650888855 THE TRADITION OF THE PALM BEACHES INC TRAD 5614715111 4920 LORING DRIVE WEST PALM BEACH FL 33417 HONG CHAE SENIOR VICE PRESIDENT/CFO 5614715111 2017-03-29 1 HARRY E HARP CPA P00176471 4077405400 2015 2021-01-29 14:40:06Z KEITH A MYERS 4920 LORING DRIVE WEST PALM BEACH FL 33417 21204933 0 X WWW.MORSELIFE.ORG/TRADITION X 1998 FL OPERATION OF A SENIOR LIVING COMMUNITY THAT PROVIDES A FULL COMPLEMENT OF HEALTH SERVICES. 15 14 144 24 0 0 105398 12118983 9851005 9929430 226794 200313 298277 -1061182 10481474 21187544 0 0 0 0 3093462 3602139 0 0 0 6538663 6616735 9632125 10218874 849349 10968670 36505185 59134430 38656420 52908286 -2151235 6226144 THE ORGANIZATION OPERATES A SENIOR LIVING COMMUNITY THAT PROVIDES A FULL COMPLEMENT OF HEALTH SERVICES. 0 0 8097387 8868248 THE TRADITION'S INDEPENDENT AND ASSISTED LIVING FACILITY INCLUDES 144 UNITS, INCLUDING STUDIO, ONE- AND TWO-BEDROOM APARTMENTS. RESIDENTS HAVE THE OPTION TO ENHANCE THEIR LIVING ARRANGEMENT WITH EXTRA LEVELS OF CARE THAT PROVIDES ADDITIONAL HANDS-ON CARE. SERVICES PROVIDED INCLUDE MEALS, NURSING CARE, RECREATION, AND SOCIAL SERVICES. ALL ASSISTED LIVING RESIDENTS ARE AT RISK FOR LONG-TERM CARE (SKILLED NURSING FACILITY PLACEMENT). THE ASSISTED LIVING ENVIRONMENT (AVERAGE AGE 90+) IS INSTRUMENTAL IN AVOIDING AND/OR DELAYING PLACEMENT IN AN INSTITUTIONAL SETTING. 8097387 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 1 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 1 0 0 0 1 47 0 1 144 1 0 0 0 0 0 0 0 0 0 0 X 15 14 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X RANDY T WOLAN 5612096108 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 STANLEY KATZ CHAIRMAN 2.00 X X 0 0 0 RICHARD BORNSTEIN VICE CHAIRMAN 2.00 X X 0 0 0 SANDRA KRAKOFF SECRETARY 2.00 X X 0 0 0 KEITH MYERS PRESIDENT/CEO 4.00 36.00 X X 119558 1916141 15000 BEATRICE BLOCH DIRECTOR 2.00 X 0 0 0 DAVID BRODSKY DIRECTOR 2.00 X 0 0 0 RICHARD GOLDBERG DIRECTOR 2.00 X 0 0 0 ALAN GOLDBERG DIRECTOR 2.00 X 0 0 0 WILLIAM GREENFIELD DIRECTOR 2.00 X 0 0 0 ARTHUR LORING DIRECTOR 2.00 X 0 0 0 ROBERT SCHLAGER DIRECTOR 2.00 X 0 0 0 TERRI SRIBERG DIRECTOR 2.00 X 0 0 0 LOIS SILVERMAN YASHAR DIRECTOR 2.00 X 0 0 0 JOHN WALLERSTEIN DIRECTOR 2.00 X 0 0 0 JANICE WILLINGER DIRECTOR 2.00 X 0 0 0 HONG CHAE SENIOR VICE PRESIDENT/CFO 10.00 30.00 X 0 567262 24011 LINDA MCCLAMMA VP OF HOUSING 40.00 1.00 X 210307 0 0 JONATHAN LANDAU CULINARY DIRECTOR 40.00 X 130256 0 0 460121 2483403 39011 3 0 1 0 THE WHITING-TURNER CONTRACTING COMPANY 1901 WEST CYPRESS CREED ROAD SUITE FORT LAUDERDALE FL 33309 GENERAL CONTRACTOR 1173364 CAIN BROTHERS & COMPANY LLC 360 MADISON AVENUE 5TH FLOOR NEW YORK NY 10017 INVESTMENT BANKER 503023 HOLLAND AND KNIGHT 222 LAKEVIEW AVENUE SUITE 1000 WEST PALM BEACH FL 33401 ATTORNEY 203504 PERKINS EASTMAN ARCHITECTS PC 115 FIFTH AVENUE NEW YORK NY 10003 ARCHITECT 179572 IBIS BUILDING CORPORATION 3600 INVESTMENT LANE 101 WEST PALM BEACH FL 33407 GENERAL CONTRACTOR 133678 6 12118983 12118983 RENTAL 532000 9113390 9113390 NET RESIDENT SERVICE 532000 816040 816040 9929430 201875 201875 15827 17389 -1562 -1562 -1562 OTHER REVENUE 532000 322782 322782 LOSS ON EXTINGUISHMENT 999999 -487554 -487554 LOSS ON INTEREST RATE SWAP 999999 -896410 -896410 -1061182 21187544 8868248 0 200313 340407 340407 2731529 2333909 397620 32369 16781 15588 262840 252114 10726 234994 169596 65398 813578 813578 30992 30992 21979 21979 13975 9975 4000 279019 279019 303367 184712 118655 1109216 1103360 5856 1807 196 1611 4542 1800 2742 1597138 1597138 1125841 1125841 266329 253013 13316 FOOD 730666 730666 SUPPLIES 268343 268343 VEHICLE MAINTENANCE 37634 37634 UNIFORMS 6505 6505 5804 5804 10218874 8097387 2121487 0 880838 1544185 -30518 -18543 5688995 4905036 90945 69956 159192 221767 61586723 12342637 28455517 49244086 1260216 3167943 36505185 59134430 486297 4786347 30772642 37963192 7397481 10158747 38656420 52908286 X -2151235 6226144 -2151235 6226144 36505185 59134430 10968670 -2591291 0 X X 0 1 X 1 0 X 30761 85396 98820 105398 12118983 12439358 8884899 8949049 9380530 9851005 9929430 46994913 8915660 9034445 9479350 9956403 22048413 59434271 0 0 0 59434271 182574 209508 218569 226794 201875 1039320 182574 209508 218569 226794 201875 1039320 270033 274558 345445 298277 322782 1511095 9368267 9518511 10043364 10481474 22573070 61984686 0.95890 0.95060 0.01680 0.01990 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2272227 2272227 35202037 9968170 25233867 565386 355921 209465 23547073 2018546 21528527 49244086 ASSETS WHOSE USE IS LIMITED 887222 BOND ISSUE COSTS 2321464 DUE TO AFFILIATES -127834 DEPOSITS 87091 3167943 SECURITY DEPOSIT 885222 INTEREST PAYABLE 129354 FAIR VALUE OF INTEREST RATE SWAP 9103605 CAPITAL LEASE PAYABLE 40566 10158747 18596253 -2591291 -2591291 21187544 0 21187544 10218874 0 10218874 0 10218874 X X X X X 0 1 0 0 0 0 0 1 0 KEITH MYERS PRESIDENT/CEO 78058 911942 41500 789000 0 215199 0 0 0 15000 119558 1931141 0 0 HONG CHAE SENIOR VICE PRESIDENT/CFO 0 563144 0 0 0 4118 0 0 0 24011 0 591273 0 0 LINDA MCCLAMMA VP OF HOUSING 205278 0 0 0 5029 0 0 0 0 0 210307 0 0 0 PART I, LINE 4B MORSELIFE HEALTH CENTER, INC. MAINTAINS TWO NONQUALIFIED EMPLOYEE DEFERRED COMPENSATION PLANS OPEN TO CERTAIN KEY EMPLOYEES UNDER INTERNAL REVENUE CODE 457(B) AND SECTION 457(F) (COLLECTIVELY, THE 457 PLANS). THE 457 PLANS PROVIDE, AMONG OTHER THINGS, FOR VOLUNTARY CONTRIBUTIONS TO BE MADE BY ELIGIBLE PARTICIPANTS. THESE FUNDS REMAIN THE PROPERTY OF MORSELIFE HEALTH CENTER, INC. AND SUBSIDIARIES. MORSELIFE HEALTH CENTER, INC. AND SUBSIDIARIES HAVE A FIDUCIARY DUTY OF ACCOUNTABILITY FOR THESE FUNDS. KEY EXECUTIVE, KEITH MYERS, PARTICIPATES IN THE DEFERRED COMPENSATION PLAN UNDER IRC SEC. 457(F). JOSEPH L. MORSE HEALTH CENTER, INC. MADE CONTRIBUTIONS ON BEHALF OF KEITH MYERS TO THE PLAN IN THE AMOUNT OF $50,000 FOR THE YEAR ENDED DECEMBER 31, 2015. JOSEPH L. MORSE HEALTH CENTER, INC. MADE CONTRIBUTIONS ON BEHALF OF THE FOLLOWING LISTED EMPLOYEES THAT PARTICIPATED IN THE DEFERRED COMPENSATION PLAN UNDER IRC SEC. 457(B). CHAE, HONG - $2,443 MYERS, KEITH - $966 MCCLAMMA, LINDA - $13,447 PART I, LINE 7 KEITH MYERS, PRESIDENT AND CEO, HAS AN INCENTIVE/BONUS CLAUSE IN HIS EMPLOYMENT AGREEMENT WITH MORSELIFE HEALTH CENTER, INC. (A RELATED ORGANIZATION). THE INCENTIVE/BONUS IS BASED ON INDIVIDUAL PERFORMANCE, AS APPROVED BY THE BOARD OF DIRECTORS. A PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY 521927505 61908HAA5 2015-09-25 138000000 SEE SUPPLEMENTAL INFORMATION. 0 0 0 A 896000 96840000 943716 8019192 29000284 57980808 2015 1 0 1 1 A 0 0 0 0 0 0 0 A 0 1 0 0 1 1 SUNTRUST BANK 18.000000000000 0 0 0 0 1 A 1 PART I, LINE A, COLUMN (F) ON SEPTEMBER 25, 2015, THE GROUP BORROWED $72,000,000 OF SERIES 2015A BONDS AND ENTERED INTO A CONSTRUCTION LOAN AGREEMENT WITH A BORROWING CAPACITY OF UP TO $66,000,000 SERIES 2015B BONDS, WITH A SYNDICATE OF FINANCIAL INSTITUTIONS (COLLECTIVELY, THE "SERIES 2015 BONDS"), THROUGH THE PALM BEACH COUNTY HEALTH FACILITIES AUTHORITY. THE PROCEEDS FROM THE SERIES 2015A BONDS WERE USED TO REFINANCE ITS SERIES 2012 BONDS, WHILE THE SERIES 2015B BONDS ARE BEING USED TO FINANCE THE CONSTRUCTION OF THE TOWER'S INITIAL PHASE. AT MAY 31, 2016, THE GROUP HAD DRAWN APPROXIMATELY $8,019,000 AGAINST THE SERIES 2015B BONDS. THE GROUP HAS A REMAINING BORROWING CAPACITY AGAINST THE SERIES 2015B BONDS OF APPROXIMATELY $57,981,000 AT MAY 31, 2016. THE SERIES 2015 BONDS ARE COLLATERALIZED BY SUBSTANTIALLY ALL ASSETS, REVENUES, INCOME, AND RECEIPTS OF THE GROUP. SCHEDULE K, PART II, COLUMN A, LINE 3 THE TOTAL PROCEEDS FOR SERIES 2016 BOND ISSUE ARE NOT IDENTICAL TO THE ISSUE PRICE LISTED IN PART I, COLUMN (E), THE DIFFERENCE IS $41,160,000 REPORTED ON THE RELATED ENTITY, JOSEPH L. MORSE HEALTH CENTER, INC. FORM 990, PART VI, SECTION A, LINE 6 MORSELIFE HEALTH SYSTEM, INC. IS THE SOLE MEMBER OF THE TRADITION OF THE PALM BEACHES, INC. FORM 990, PART VI, SECTION A, LINE 7A THE SOLE MEMBER, MORSELIFE HEALTH SYSTEM, INC., SHALL ELECT BOARD MEMBERS AND AT ANY TIME IN ITS SOLE DISCRETION, REMOVE AND NAME A REPLACEMENT FOR ANY BOARD MEMBER. FORM 990, PART VI, SECTION A, LINE 7B MORSELIFE HEALTH SYSTEM, INC. IS THE SOLE MEMBER OF THE TRADITION OF THE PALM BEACHES, INC. AND, AS SUCH, ELECTS THE BOARD OF DIRECTORS AND HAS ULTIMATE VOTING AND VETO AUTHORITY OVER THE TRADITION'S BOARD DECISIONS. FORM 990, PART VI, SECTION B, LINE 11 THE COMMITTEE, COMPOSED OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS FROM EACH OF THE MORSELIFE RELATED ORGANIZATIONS AND THE SENIOR VICE PRESIDENT OF FINANCE, IS RESPONSIBLE FOR THE REVIEW OF THE FORM 990. THE CHAIRPERSON OF MORSELIFE, INC. IS THE CHAIRPERSON OF THE COMMITTEE. THIS COMMITTEE MEETS ONE TIME PER YEAR. THE COMMITTEE IS RESPONSIBLE FOR THE DETAILED REVIEW OF ALL FORMS 990 FILED BY THE MORSE RELATED ENTITIES. THE FORM 990 IS MADE AVAILABLE TO THE FULL BOARD OF DIRECTORS OF THE REPORTING ORGANIZATION. THE 990 IS ALSO AVAILABLE UPON REQUEST THROUGHOUT THE YEAR. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION REQUIRES ALL BOARD MEMBERS TO SUBMIT A CONFLICT OF INTEREST STATEMENT ON AN ANNUAL BASIS. THE STATEMENTS, WHEN COMPLETED AND RETURNED, ARE REVIEWED BY THE PRESIDENT TO ENSURE THAT THERE ARE NO INADVERTENT CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 THE TRADITION OF THE PALM BEACHES, INC. IS AN ORGANIZATION CONTROLLED BY MORSELIFE HEALTH SYSTEM, INC. MORSELIFE HEALTH SYSTEM, INC.'S COMPENSATION COMMITTEE IS COMPRISED OF THE BOARD MEMBERS. THIS COMMITTEE IS RESPONSIBLE FOR THE SEARCH, SELECTION, CONTRACT NEGOTIATION, PERFORMANCE REVIEWS, BENEFITS, AND ANNUAL SALARY INCREASES OF THE PRESIDENT & CEO POSITION. THE INITIAL CONTRACT NEGOTIATIONS OF THE PRESIDENT & CEO POSITION WERE BASED ON THE COMMITTEE'S REVIEW OF SIMILAR ENTITIES COMPENSATION PACKAGES FOR THE TOP OFFICIAL BASED ON THOSE ENTITIES' PUBLISHED IRS FORM 990. IN ADDITION, THE COMPENSATION COMMITTEE SUBSCRIBES AND PARTICIPATES IN SEVERAL INDEPENDENT SALARY SURVEYS CONDUCTED BY NATIONAL ASSOCIATIONS & OTHER PROVIDER ENTITIES AND UTILIZES THE FINDINGS OF THESE SURVEYS TO ENSURE COMPARABILITY AND APPROPRIATENESS OF THE PRESIDENT/CEO COMPENSATION PACKAGE. THE COMMITTEE MEETS AT LEAST ANNUALLY TO CONDUCT A PERFORMANCE REVIEW OF THE PRESIDENT/CEO. PERFORMANCE IS BASED ON PREVIOUSLY ESTABLISHED METRICS AND BENCHMARKS AND THE ACHIEVEMENT OF THESE GOALS IS THE BASIS FOR FINANCIAL INCENTIVE, BONUS AND ANNUAL SALARY INCREASE. THE COMPENSATION COMMITTEE DOCUMENTS THEIR MEETINGS WITH WRITTEN MINUTES, AS WELL AS MEMOS TO THE SENIOR VICE PRESIDENT OF FINANCE, WITH INSTRUCTIONS REGARDING THE EXECUTIVE COMPENSATION. THE PRESIDENT & CEO OF THE ORGANIZATION IS RESPONSIBLE FOR THE COMPENSATION OF THE MEMBERS OF THE EXECUTIVE TEAM, INCLUDING THE SR. VICE PRESIDENTS AND CHIEF FINANCIAL OFFICER. ANNUAL INCREASES AND BASE SALARY AMOUNTS ARE COMPARED TO THE COMPENSATION PACKAGES FOR SIMILAR POSITIONS UTILIZING OTHER SIMILAR ENTITIES' PUBLISHED IRS FORM 990. IN ADDITION, INDEPENDENT SALARY SURVEYS CONDUCTED BY NATIONAL ASSOCIATIONS & OTHER PROVIDER ENTITIES ARE UTILIZED TO ENSURE COMPARABILITY AND APPROPRIATENESS. THE PRESIDENT & CEO REPORTS ON THE ANNUAL INCREASE, SALARY ADJUSTMENT, AND/OR CHANGE IN BENEFIT PACKAGE FOR THE EXECUTIVE TEAM MEMBERS TO THE COMPENSATION COMMITTEE MADE UP OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XII, LINE 2C OVERSIGHT OF AUDIT AND SELECTION OF AN INDEPENDENT ACCOUNTANT: THE ORGANIZATION'S AUDIT, COMPLIANCE AND ETHICS COMMITTEE IS RESPONSIBLE FOR THE SELECTION, MONITORING AND EVALUATION OF AN INDEPENDENT ACCOUNTING FIRM AND OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS. THERE WAS NO CHANGE IN THIS PROCESS FROM THE PRIOR YEAR. MORSELIFE FOUNDATION INC 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 592774476 PROVIDES FUNDING TO AFFILIATED TAX-EXEMPT ENTITIES FL 501(C)(3) LINE 7 MORSELIFE HEALTH SYSTEM INC 0 LOLA & SAUL KRAMER SENIOR SERVICES AGENCY INC 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 900730105 PROVIDES COMMUNITY-BASED SERVICES TO SENIORS FL 501(C)(3) LINE 9 MORSELIFE HEALTH SYSTEM INC 0 NEARLY NEW THRIFT SHOP OF MORSE GERIATRIC INC 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 592533256 RAISES FUNDS TO SUPPORT AFFILIATED TAX-EXEMPT ENTITIES FL 501(C)(3) LINE 11B, II MORSELIFE HEALTH SYSTEM INC 0 MORSELIFE HEALTH SYSTEM INC 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 650018299 PROVIDES HEALTH CARE, HOUSING AND SUPPORT SERVICES TO SENIORS FL 501(C)(3) LINE 11C, III-FI N/A 0 JOSEPH L MORSE HEALTH CENTER INC 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 592120896 OWNS AND OPERATES A SKILLED NURSING FACILITY FL 501(C)(3) LINE 9 MORSELIFE HEALTH SYSTEM INC 0 FRIENDS OF MORSELIFE INC 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 650329966 RAISES FUNDS TO SUPPORT AFFILIATED TAX-EXEMPT ENTITIES FL 501(C)(3) LINE 7 MORSELIFE HEALTH SYSTEM INC 0 MORSELIFE HOME CARE INC 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 592753822 PROVIDES HOME HEALTH AND PACE SERVICES TO SENIORS FL 501(C)(3) LINE 9 MORSELIFE HEALTH SYSTEM INC 0 MORSELIFE THERAPY CORPORATION 4847 FRED GLADSTONE DRIVE WEST PALM BEACH FL 33417 800730376 PROVIDES THERAPY SERVICES TO SENIORS FL 501(C)(3) LINE 9 MORSELIFE HOME CARE INC 0 0 0 1 1 1 0 0 0 0 1 0 0 1 1 1 1 1 0 0