2016-10-25T10:40:22-05:00 2015-12-31 390859910 BAKER TILLY VIRCHOW KRAUSE LLP 1650 MARKET STREET SUITE 4500 PHILADELPHIA PA 19103 990 2015-01-01 311480524 SPRINGPOINT SENIOR LIVING INC- PARENT SPRI 7324303650 4814 OUTLOOK DRIVE NO 201 WALL NJ 07753 GARRETT T MIDGETT III CHIEF FINANCIAL OFFICER 7324303650 2016-10-25 1 JULIUS C GREEN CPA P00350393 2159720701 2015 2017-02-10 21:41:12Z GARY T PUMA 4814 OUTLOOK DRIVE NO 201 WALL NJ 07753 13787975 0 X WWW.SPRINGPOINTSL.ORG X 1997 NJ TO MAKE A DIFFERENCE IN THE LIVES OF THE RESIDENTS, FAMILIES AND COMMUNITIES WE SERVE. 13 10 115 12 0 0 0 0 13347853 13299488 102597 133944 0 280038 13450450 13713470 37565 36334 0 0 10056356 10458999 0 0 0 3300657 3219556 13394578 13714889 55872 -1419 63709621 65228349 38348589 38806775 25361032 26421574 X TO MAKE A DIFFERENCE IN THE LIVES OF THE RESIDENTS, FAMILIES AND COMMUNITIES WE SERVE. 0 0 7824655 36334 13299488 EXPENSES INCURRED IN PROVIDING ADMINISTRATIVE, FINANCIAL AND SUPPORT SERVICES TO ALL AFFILIATES. PLEASE REFER TO SCHEDULE O FOR THE ORGANIZATION'S COMMUNITY BENEFIT STATEMENT. 7824655 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 61 0 1 115 1 0 0 0 0 0 0 0 0 1 0 X 13 10 0 0 0 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 0 0 0 SUSAN M HENDRICKSON VICE CHAIR 1.00 1.00 X X 0 0 0 GARY T PUMA PRESIDENT/CEO (EX-OFFICIO) 50.00 5.00 X X 928637 0 51618 JOSEPH J ANANIA TRUSTEE 1.00 1.00 X 15338 0 0 THOMAS A BIGA TRUSTEE 1.00 1.00 X 0 0 0 JOSEPH DIFIGLIA TRUSTEE 1.00 1.00 X 20405 0 0 JEANA M PISCATELLI TRUSTEE 1.00 1.00 X 0 0 0 MAUREEN A SCHNEIDER 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 KEVIN G ROGERS TRUSTEE 1.00 1.00 X 0 0 0 ROBERT J FOGG TRUSTEE 1.00 1.00 X 0 0 0 GARRETT T MIDGETT III CHIEF FINANCIAL OFFICER/SR. VP 5.00 50.00 X 434340 0 81533 MAUREEN E CAFFERTY ESQ GENERAL COUNSEL/SR. VP 5.00 50.00 X 378886 0 72655 ANTHONY ARGONDIZZA CHIEF OPERATING OFFICER/SR. VP 5.00 50.00 X 518858 0 118333 DAVID B WEAN VP FACILITY & ASSET MANAGEMENT 5.00 50.00 X 263573 0 41318 PAMELA SMITH SR. VP STRATEGIC SERVICES 5.00 50.00 X 269616 0 47705 JESSICA FOGG VP SALES 5.00 50.00 X 198303 0 34723 MARYBETH KOPEC VP FINANCE 5.00 50.00 X 266311 0 49292 RAYMOND R LEENIG VP INFORMATION TECHNOLOGY 5.00 50.00 X 273729 0 37393 LINDA ROSE SR. VP HEALTH SERVICES 5.00 50.00 X 317473 0 42382 DAVID WOODWARD VP OPERATIONS 5.00 50.00 X 294412 0 28235 JEAN BROPHY CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 226827 0 20646 RICHARD WHITEMAN CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 219676 0 51069 MICHAEL GENTILE CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 222850 0 41770 SUSAN LIPPY CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 223567 0 15872 BRENDEN GAROZZO CCRC EXECUTIVE DIRECTOR 5.00 50.00 X 225314 0 21740 5298115 0 756284 37 0 1 0 NOELKER AND HULL ASSOCIATES INC 30 W KING STREET CHAMBERSBURG PA 17201 ARCHITECHTURE / INTERIOR DESIGN 802670 E ALLEN REEVES INC 115 OLD YORK ROAD ABINGTON PA 19001 CONSTRUCTION 757414 PAETEC COMMUNICATIONS INC PO BOX 9001013 LOUISVILLE KY 402901013 COMMUNICATION 619467 CERIDIAN EMPLOYER SERVICES PO BOX 10989 NEWARK NJ 07193 PAYROLL PROCESSING 364900 BAKER TILLY VIRCHOW KRAUSE LLP PO BOX 7398 MILWAUKEE WI 53707 AUDITING 294230 13 DEVELOP. & MGMT FEES 541900 8840443 8840443 FIN. SVCS & CHARGEBACK REV. 541900 4459045 4459045 13299488 129067 129067 79382 74505 4877 4877 4877 INSURANCE REIMBURSEMENT REVENUE 524298 243966 243966 SOLAR RENEWABLE ENERGY CREDITS 900099 32263 32263 MISCELLANEOUS REVENUE 900099 3809 3809 280038 13713470 13299488 0 413982 36334 36334 4785065 2613861 2171204 4482472 2466600 2015872 112385 66907 45478 494410 212264 282146 584667 280632 304035 108750 108750 31714 31714 11096 11096 450376 342367 108009 37507 37507 278758 18917 259841 509313 509313 181560 162560 19000 73944 43535 30409 466967 466967 513582 513582 65273 65273 REPAIRS & MAINTENANCE 392771 3701 389070 DUES, FEES & SUBSCRIPTI 44392 44392 PROGRAM-RELATED EXPENSE 27664 1716 25948 SPECIAL EVENTS 15650 15650 10239 3500 6739 13714889 7824655 5890234 0 700 700 8231734 9208188 5888041 4990687 44776687 47860322 126985 202090 5196828 4096206 1828756 1100622 2135841 1803750 580877 61990 140000 0 63709621 65228349 10661560 10902672 14591317 15227114 6716707 5973863 4739608 5060021 1639397 1643105 38348589 38806775 X 25361032 26421574 25361032 26421574 63709621 65228349 X -1419 -37924 1099885 X 0 1 X 1 0 X X 1 SPRINGPOINT SENIOR LIVING INC- SUBORDINATES 223498690 9 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 11096 0 11096 0 PART II-B, LINE 1: SPRINGPOINT SENIOR LIVING, INC., IS A MEMBER OF SEVERAL TRADE ORGANIZATIONS OF WHICH A PORTION OF THE DUES PAID TO THESE TRADE ORGANIZATIONS ARE ALLOCATED TO LOBBYING EFFORTS PERFORMED BY THE TRADE ORGANIZATIONS ON BEHALF OF SPRINGPOINT SENIOR LIVING, INC. AND SUBORDINATES. 135161 40616 94545 4721331 3921818 799513 340336 133772 206564 1100622 DERIVATIVE INSTRUMENTS 123203 OTHER LIABILITES 694479 ACCRUED SERP 825423 1643105 X PART X, LINE 2: SPRINGPOINT SENIOR LIVING, INC IS A NOT-FOR-PROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES ON ITS EXEMPT INCOME UNDER SECTION 501(A) OF THE INTERNAL REVENUE CODE. SPRINGPOINT SENIOR LIVING, INC IS ALSO EXEMPT FROM STATE AND LOCAL INCOME TAXES UNDER SIMILAR STATUTES. 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 2015 AND 2014. SPRINGPOINT SENIOR LIVING, INC FEDERAL EXEMPT ORGANIZATION BUSINESS INCOME TAX RETURNS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013, AND 2012, REMAIN SUBJECT TO EXAMINATION BY THE INTERNAL REVENUE SERVICE. 1 MONMOUTH MEDICAL CENTER FOUNDATION 300 SECOND AVE LONG BRANCH NJ 07740 222456079 501(C)(3) 5300 GENERAL PURPOSE MONMOUTH UNIVERSITY 400 CEDAR AVE WEST LONG BRANCH NJ 07764 210634584 501(C)(3) 6550 GENERAL PURPOSE 2 0 PART I, LINE 2: GRANTS ARE MONITORED BY THE ORGANIZATION'S FINANCE PERSONNEL THROUGH THE UTILIZATION OF COST CENTERS AND OTHER INFORMATION; INCLUDING WRITTEN DOCUMENTATION AND RECEIPTS. X X X X 0 1 0 0 0 0 0 1 0 GARY T PUMA PRESIDENT/CEO (EX-OFFICIO) 554045 0 353270 0 21322 0 21050 0 30568 0 980255 0 0 0 GARRETT T MIDGETT III CHIEF FINANCIAL OFFICER/SR. VP 301899 0 121615 0 10826 0 50859 0 30674 0 515873 0 0 0 MAUREEN E CAFFERTY ESQ GENERAL COUNSEL/SR. VP 246930 0 123749 0 8207 0 45668 0 26987 0 451541 0 0 0 ANTHONY ARGONDIZZA CHIEF OPERATING OFFICER/SR. VP 345071 0 162593 0 11194 0 89050 0 29283 0 637191 0 0 0 DAVID B WEAN VP FACILITY & ASSET MANAGEMENT 200813 0 55242 0 7518 0 17113 0 24205 0 304891 0 0 0 PAMELA SMITH SR. VP STRATEGIC SERVICES 181475 0 80647 0 7494 0 20307 0 27398 0 317321 0 0 0 JESSICA FOGG VP SALES 121391 0 45844 0 31068 0 14989 0 19734 0 233026 0 0 0 MARYBETH KOPEC VP FINANCE 198511 0 60259 0 7541 0 18618 0 30674 0 315603 0 0 0 RAYMOND R LEENIG VP INFORMATION TECHNOLOGY 203623 0 60259 0 9847 0 18873 0 18520 0 311122 0 0 0 LINDA ROSE SR. VP HEALTH SERVICES 225616 0 83949 0 7908 0 19354 0 23028 0 359855 0 0 0 DAVID WOODWARD VP OPERATIONS 218651 0 64950 0 10811 0 9082 0 19153 0 322647 0 0 0 JEAN BROPHY CCRC EXECUTIVE DIRECTOR 174563 0 46735 0 5529 0 10824 0 9822 0 247473 0 0 0 RICHARD WHITEMAN CCRC EXECUTIVE DIRECTOR 167834 0 51283 0 559 0 17635 0 33434 0 270745 0 0 0 MICHAEL GENTILE CCRC EXECUTIVE DIRECTOR 172148 0 48170 0 2532 0 6797 0 34973 0 264620 0 0 0 SUSAN LIPPY CCRC EXECUTIVE DIRECTOR 175547 0 46735 0 1285 0 7824 0 8048 0 239439 0 0 0 BRENDEN GAROZZO CCRC EXECUTIVE DIRECTOR 172106 0 50585 0 2623 0 11918 0 9822 0 247054 0 0 0 PART I, LINE 4B 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 2015 FORM W-2, BOX 5 AS TAXABLE MEDICARE WAGES: GARRETT T. MIDGETT III, $29,809, ANTHONY ARGONDIZZA, $68,000 AND MAUREEN E. CAFFERTY, ESQ., $24,956. PART I, LINE 7 CERTAIN INDIVIDUALS INCLUDED IN SCHEDULE J, PART II RECEIVED A BONUS DURING CALENDAR YEAR 2015. THESE AMOUNTS WERE INCLUDED IN COLUMN B(II) HEREIN AND IN EACH INDIVIDUAL'S 2015 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 30690339 30945000 254661 0 1 1 1 A 0 0 0 0 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. FORM 990, PART III; STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS BACKGROUND SPRINGPOINT SENIOR LIVING IS NEW JERSEY'S LEADING NOT-FOR-PROFIT PROVIDER OF SENIOR HOUSING AND CARE, IN BUSINESS SINCE 1916. THROUGH OUR SPRINGPOINT FOUNDATION, WE PROVIDE FINANCIAL SUPPORT FOR RESIDENTS IN NEED, AS WELL AS OFFER LIFE-ENHANCING EDUCATIONAL, ARTS AND CULTURAL PROGRAMMING. OTHER AFFILIATED SERVICES INCLUDE PERSONAL CARE SERVICES PROVIDED BY SPRINGPOINT AT HOME. SPRINGPOINT SENIOR LIVING OWNS AND OPERATES 24 SENIOR COMMUNITIES THROUGHOUT NEW JERSEY INCLUDING SIX FULL-SERVICE SENIOR LIVING AND 18 AFFORDABLE HOUSING COMMUNITIES. SPRINGPOINT EMPLOYS APPROXIMATELY 1,350 INDIVIDUALS WHO CARE FOR MORE THAN 3,300 RESIDENTS. 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 NEW JERSEY. 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. ALL SIX 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 CENTER AND INDOOR POOL (CRESTWOOD MANOR, MEADOW LAKES, MONROE VILLAGE, STONEBRIDGE AT MONTGOMERY AND WINCHESTER GARDENS) - BEAUTY AND BARBER SHOP - HOUSEKEEPING SERVICES - CONCIERGE SERVICES FULL-SERVICE SENIOR LIVING COMMUNITY SNAPSHOT CRESTWOOD MANOR, WHITING, NJ CRESTWOOD OFFERS 262 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 245 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 287 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 SKILLED NURSING BEDS. WINCHESTER GARDENS, MAPLEWOOD, NJ WINCHESTER GARDENS OFFERS 162 INDEPENDENT LIVING APARTMENTS, 40 VILLAS AND 115 HEALTH CENTER UNITS 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 RESIDENTS ARE AGE 62 AND OVER AND MUST MEET FEDERAL INCOME GUIDELINES. RESIDENTS 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: BELOW-MARKET FLAT-FEE RENTS APPLY AT SAMUEL MILLER AND FOR SOME APARTMENTS AT ASBURY TOWER. 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, 66 UNITS (MANAGED) - ASBURY TOWER, ASBURY PARK, 350 UNITS (MANAGED) - BUTLER SENIOR COMMUNITY, BUTLER, 90 UNITS (MANAGED) - COUNTRYSIDE MEADOWS, EGG HARBOR CITY, 83 UNITS - CROSSROADS AT HOWELL, FREEHOLD, 86 UNITS - THE OAKS AT TOMS RIVER, 85 UNITS - FRIENDSHIP GARDENS, HOWELL, 99 UNITS (MANAGED) - THE GABLES AT WEST WINDSOR, 85 UNITS - HIDDEN BROOK AT FRANKLIN, 85 UNITS - MANCHESTER PINES, WHITING, 84 UNITS - PLAINFIELD TOWER WEST, PLAINFIELD, 154 UNITS (MANAGED) - PORTLAND POINTE, ATLANTIC HIGHLANDS, 57 UNITS - ROBERT NOBLE MANOR, SOUTH AMBOY, 40 UNITS (MANAGED) - SAMUEL MILLER SENIOR HOUSING, MOUNT HOLLY, 29 UNITS (MANAGED) - STAFFORD BY THE BAY, MANAHAWKIN, 85 UNITS - WATCHING TERRACE AT MIDDLESEX, 86 UNITS - WHEATON POINTE AT EAST WINDSOR, 84 UNITS - WOODLANDS AT RAMSEY, 99 UNITS (MANAGED) FORM 990, PART III, LINE 4A 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 1,700 RESIDENTS LIVING IN 18 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 ENRICHMENT PARTNERSHIP PROGRAMS WORLD-CLASS ARTS AND CULTURE: THIS EXCITING AND INNOVATIVE PARTNERSHIP INITIATIVE BRINGS WORLD-CLASS ARTS ORGANIZATIONS, ARTISTS, AND CULTURAL LEADERS TOGETHER WITH THE SPRINGPOINT FOUNDATION. AS A RESULT, AN EXPANSIVE REPERTOIRE OF ARTS AND CULTURAL DISCIPLINES ARE MORE READILY AVAILABLE, ACCESSIBLE, AND AFFORDABLE FOR OLDER ADULTS. FUNDED IN PART BY THE SPRINGPOINT FOUNDATION, AS WELL AS INDIVIDUALS AND CORPORATE SPONSORS, OUR ARTS AND CULTURE INITIATIVE ENGAGES LEADING ARTS AND CULTURAL PARTNERS TO DEVELOP PROGRAMS DESIGNED TO MAKE ARTS MORE ACCESSIBLE AND AFFORDABLE. RECENT PROGRAMS INCLUDED WORLD-CLASS CHAMBER MUSIC CONCERTS, DANCE RECITALS, BI-MONTHLY LECTURES ON VARIOUS ART AND HISTORY TOPICS, AND A SERIES OF LIVE OPERA PERFORMANCES. 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. HEALTH AND WELLNESS EDUCATION: OLDER PEOPLE TODAY FACE A TREMENDOUS NUMBER OF UNIQUE ISSUES. AT THE FOUNDATION, WE FIRMLY BELIEVE THAT CONTINUING EDUCATION BY TOP PROFESSIONALS IS THE KEY TO OVERCOMING THOSE CHALLENGES. THROUGH ADVICE, KNOWLEDGE-SHARING AND RELATED SERVICES, WE CAN ADDRESS THE NEEDS OF SENIORS AND THEIR FAMILIES, GIVING THEM THE GUIDANCE NEEDED TO MAKE THE MOST INFORMED DECISIONS ABOUT THEIR LIVES. THE FOUNDATION SUPPORTS A COMMUNITY EDUCATION INITIATIVE WHICH SERVES AS A VITAL INFORMATION RESOURCE FOR OLDER ADULTS, THEIR FAMILIES AND CAREGIVERS. THE FOUNDATION ENHANCES QUALITY OF LIFE BY HIGHLIGHTING CURRENT, RELEVANT ISSUES AS THEY RELATE TO HEALTH, HOUSING AND FINANCES FOR OLDER PEOPLE. 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 B, LINE 11 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 -70,115. NET ASSET TRANSFER 1,170,000. 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