2016-02-08T13:39:55-06:00 2015-06-30 BKD LLP 910 E ST LOUIS 200/PO BOX 1190 SPRINGFIELD MO 658062523 990 2014-07-01 940831870 SALEM LUTHERAN HOME ASSOCIATION OF THE BAY CITIES % MARJORIE BAILEY SALE 5107692700 1301 MARINA VILLAGE PARKWAY STE 210 ALAMEDA CA 94501 MARJORIE BAILEY CFO 5107692700 2016-01-28 true Brian D Todd P00422601 4178658701 2014 2016-04-25 22:37:26Z ADRIENE IVERSON 1301 MARINA VILLAGE PKWY 210 ALAMEDA CA 94501 10011705 false X WWW.ELDERCAREALLIANCE.ORG X 1924 CA SERVES & ENRICHES THE LIVES OF OLDER ADULTS BY PROVIDING HOUSING & SERVICES AT ITS CARE CENTER, AND ITS ASSISTED LIVING, MEMORY CARE, & INDEPENDENT LIVING UNITS. SOLD IN 7/14 X 12 12 201 14 0 123565 18887 12672307 0 72430 9786571 263038 206247 13131340 10011705 0 0 0 0 7256566 28451 0 0 0 5782205 210450 13038771 238901 92569 9772804 15381693 19512896 5686196 21153 9695497 19491743 X A NONPROFIT ORGANIZATION COMMITTED TO SERVING AND ENRICHING THE PHYSICAL, EMOTIONAL, AND SPIRITUAL WELL-BEING OF OLDER ADULTS THROUGH A PROFESSIONAL, FAITH-CENTERED CARE COMMUNITY AND SERVICES. false true 37130 SALEM'S CARE CENTER IS LICENSED FOR 48 SKILLED NURSING RESIDENTS. THIS YEAR THE CARE CENTER WAS SOLD ON JULY 1, 2014. 19373 SALEM'S ASSISTED LIVING UNIT PROVIDES HOUSING AND SERVICES FOR UP TO 65 OLDER ADULT RESIDENTS THAT REQUIRE SOME ASSISTANCE WITH MEDICATION OR DAILY ACTIVITIES. THIS YEAR WE SOLD THE COMMUNITY ON JULY 1, 2014. 12108 SALEM'S MEMORY CARE UNIT PROVIDES HOUSING AND SERVICES FOR UP TO 30 OLDER ADULT RESIDENTS WHO HAVE DEMENTIA OR MEMORY LOSS. THIS YEAR WE SOLD THE COMMUNITY ON JULY 1, 2014. 12108 80719 true true false true false false false false true true false false false true false false false true false false false false false false false false false false false true false false false false false false false false false false false true false true false false false true 44 0 true 201 true false false false false false true true false false false false X 12 12 false true false false true true true true true false false true true true true true true false false false CA X MARJORIE BAILEY 5107692758 1301 MARINA VILLAGE PARKWAY SUITE ALAMEDA CA 94501 CHARLES RUTHROFF DIRECTOR ENDING 11/2014 2.0 5.0 X 0 0 0 RAHUL JOGLEKAR DIRECTOR 2.0 4.0 X 0 0 0 SISTER KATHLEEN KEARNEY CHAIR 2.0 10.0 X X 0 0 0 MICHAEL TELLEEN DIRECTOR 2.0 4.0 X 0 0 0 DENISE ALLEN DIRECTOR 2.0 4.0 X 0 0 0 JESSE BEAN DIRECTOR 2.0 4.0 X 0 0 0 VERN STIGGE VICE CHAIR 2.0 10.0 X X 0 0 0 CHRISTINE WHELAN SECRETARY 2.0 10.0 X X 0 0 0 LYNNE KATZMANN DIRECTOR 2.0 4.0 X 0 0 0 SR PHYLLIS HUGHES DIRECTOR BEGINNING 7/2014 2.0 4.0 X 0 0 0 REV NOREEN F MEGINNESS DIRECTOR ENDING 11/2014 2.0 4.0 X 0 0 0 TRACY JENSEN DIRECTOR BEGINNING 12/2014 2.0 4.0 X 0 0 0 LORI PETERSON DIRECTOR BEGINNING 12/2014 2.0 4.0 X 0 0 0 GREGG LEDERMAN DIRECTOR BEGINNING 12/2014 2.0 4.0 X 0 0 0 MARJORIE BAILEY CFO 2.0 46.0 X 0 268198 3765 ADRIENE IVERSON CEO BEGINNING 4/2015 2.0 46.0 X 0 273457 17634 JESSE JANTZEN CEO ENDING 4/2015 2.0 46.0 X 0 502929 28244 0 1044584 49643 0 false true false REHABCARE GROUP INC SKILLED NURSING 327465 HANSON BRIDGETT MARCUS LEGAL SERVICES 129861 4 18887 18887 0 113475 113475 0 0 0 0 0 9673096 9673096 9673096 9673096 0 0 0 GAIN ON INVESTMENT POOLS 900099 204490 204490 EARLY RETIREMENT OF DEBT 900099 -31640 -31640 OTHER REVENUE 900099 33397 33397 206247 10011705 9992818 0 0 0 0 0 0 3214 3214 75 75 15582 276 15306 9580 3152 6428 71632 71632 0 32653 32653 0 0 30148 30148 0 0 2017 2 2015 0 0 0 0 0 0 0 0 0 19168 19168 MISCELLANEOUS 43490 43490 LICENSES, DUES, SUBSCRIPTIONS 6127 6127 BAD DEBT 5215 5215 238901 80719 158182 0 290691 13100 336167 12330 0 0 852341 0 0 0 0 0 5215 0 0 0 51677 0 8681818 5132144 1676926 0 0 0 0 0 0 31640 17810540 15381693 19512896 924692 21153 0 0 238468 0 0 0 908 0 0 0 3942167 0 0 0 579961 0 5686196 21153 X 7916372 17622133 476074 566559 1303051 1303051 9695497 19491743 15381693 19512896 9772804 23442 X false true X true false X 276740 155161 500576 123565 18887 1074929 11546182 12552480 12962761 12672307 49733730 0 0 0 11822922 12707641 13463337 12795872 18887 50808659 0 36767 51981 1428 90176 36767 51981 1428 90176 50718483 104924 109644 96172 79030 113475 503245 0 104924 109644 96172 79030 113475 503245 0 0 11927846 12817285 13559509 12874902 132362 51311904 0.98843 0.98820 0.00981 0.00780 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false false false true false SCHEDULE C, PART II-B, LINE 1I OTHER LOBBYING ACTIVITIES: THE ORGANIZATION IS A MEMBER OF SEVERAL ORGANIZATIONS WHOSE PURPOSE IS TO DIRECT, DEVELOP, OR AFFECT PUBLIC POLICY AND LEGISLATION WITH REGARD TO HEALTHCARE ISSUES. THE AMOUNT SPENT ON DUES ALLOCABLE TO LOBBYING ACTIVITIES IS NOT SPECIFICALLY KNOWN; HOWEVER, SUCH AMOUNTS ARE INSUBSTANTIAL. false true 2833890 58422 2892312 2486936 346954 2833890 2184513 302423 2486936 2283133 -98620 2184513 1857561 425572 2283133 0.28750 0.71250 false false DUE FROM RELATED PARTY 17800087 OTHER RECEIVABLES 10453 17810540 9786054 23442 -137121 -113679 9899733 30148 81824 111972 10011705 71632 71632 30148 137121 167269 238901 SCHEDULE D, PART IV, LINE 2B ESCROW ACCOUNT LIABILITY: THE ORGANIZATION HAS A SMALL SEPARATE TRUST BANK ACCOUNT AND CASH BOX HELD FOR RESIDENTS UNTIL SOLD 7/1/2014. SCHEDULE D, PART V, LINE 4 ENDOWMENT PURPOSE: THERE ARE THREE ENDOWMENT FUNDS, ALL OF WHICH REQUIRE THE INCOME TO BE USED FOR CHARITABLE CARE OF RESIDENTS. SCHEDULE D, PART X, LINE 2 UNCERTAIN TAX POSIITONS: MANAGEMENT HAS EVALUATED THEIR INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE FINANCIAL STATEMENTS. SCHEDULE D, PART XI, LINE 2D AMOUNTS INCLUDED ON LINE 1 BUT NOT ON FORM 990, PART VIII, LINE 12: EXPENSES FROM DISCONTINUED OPERATIONS $( 137,121) SCHEDULE D, PART XI, LINE 4B AMOUNTS INCLUDED ON FORM 990, PART VIII, LINE 12, BUT NOT ON LINE 1: TEMPORARILY RESTRICTED INVESTMENT INCOME $ 77,484 TEMPORARILY RESTRICTED CONTRIBUTIONS 4,340 ---------- $ 81,824 SCHEDULE D, PART XII, LINE 4B AMOUNTS INCLUDED ON FORM 990, PART IX, LINE 25, BUT NOT LINE 1: EXPENSES FROM DISCONTINUED OPERATIONS $ 137,121 false false false false false true false false false MARJORIE BAILEY CFO 0 239947 0 27209 0 1042 0 0 0 3765 0 271963 0 0 ADRIENE IVERSON CEO BEGINNING 4/2015 0 247812 0 25178 0 467 0 2665 0 14969 0 291091 0 0 JESSE JANTZEN CEO ENDING 4/2015 0 399921 0 102696 0 312 0 4375 0 23869 0 531173 0 0 SCHEDULE J, PART I, LINE 3 COMPENSATION OF THE TOP MANAGEMENT OFFICIAL: THE MANAGEMENT COMPANY AND RELATED ORGANIZATION, ELDER CARE ALLIANCE (ECA), USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE TOP MANAGEMENT OFFICIAL: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. SCHEDULE J, PART I, LINE 6A BONUS PAYMENTS: OFFICERS AND CERTAIN EMPLOYEES OF THE ORGANIZATION ARE ELIGIBLE TO RECEIVE BONUS PAYMENTS BASED ON AN INDIVIDUAL INCENTIVE COMPENSATION PLAN THAT IS MADE AT THE BEGINNING OF THE FISCAL YEAR. THE BONUSES ARE BASED ON FINANCIAL, PERSONAL, AND VARIOUS OTHER GOALS, AND TARGETS AND POTENTIAL BONUS PERCENTAGES ARE DETERMINED WHEN THE INCENTIVE PLAN IS DEVELOPED EACH YEAR. THE FINANCIAL GOALS FOR MANY OF THE INDIVIDUALS INCLUDE MEETING OR EXCEEDING A NET EARNINGS PERCENTAGE. FURNITURE, FIXTURES, EQUIPMENT 2014-07-01 2500000 ASSET PURCHASE AGGREMENT 463826428 PACIFICA OAKLAND LLC 1785 HANCOCK ST SUITE 200 SAN DIEGO CA 92110 LLC REAL PROPERTY 2014-07-01 10000000 ASSET PURCHASE AGREEMENT 463826428 PACIFICA OAKLAND LLC 1785 HANCOCK STREET SUITE 200 SAN DIEGO CA 92110 LLC GOODWILL 2014-07-01 6000000 ASSET PURCHASE AGREEMENT 463826428 PACIFICA OAKLAND LLC 1785 HANCOCK STREET SUITE 200 SAN DIEGO CA 92110 LLC false false false false SCHEDULE N, PART II, LINE 2 EMPLOYEE OF SUCCESSOR ORGANIZATION: THE PURCHASER ASSUMED SUBSTANTIALLY ALL OF THE OPERATING CONTRACTS OF SALEM LUTHERAN HOME ASSOCIATION OF THE BAY CITIES. THEREFORE, EMPLOYEES OR INDEPENDENT CONTRACTORS OF SALEM LUTHERAN HOME ASSOCIATION OF THE BAY CITIES BECAME EMPLOYEES OR INDEPENDENT CONTRACTORS OF THE SUCCESSOR ORGANIZATION IN JULY 2014. FORM 990, PART III, LINE 3 CHANGE IN PROGRAM SERVICES: THE ASSETS OF SALEM LUTHERAN HOME ASSOCIATION OF THE BAY CITIES WERE SOLD IN JULY 2014. SEE SCHEDULE N FOR ADDITIONAL DETAILS. FORM 990, PART III, LINE 4D OTHER PROGRAM SERVICES: OTHER PROGRAM SERVICES INCLUDE INDEPENDENT LIVING, WHICH CONSISTS OF 35 APARTMENT-STYLE UNITS AND 4 COTTAGES. FORM 990, PART VI, SECTION A, LINE 3 DELEGATION OF MANAGEMENT DUTIES: SALEM HAS A MANAGEMENT CONTRACT WITH ELDER CARE ALLIANCE, A NON-PROFIT PUBLIC BENEFIT CORPORATION THAT IS THE SOLE CORPORATE MEMBER OF SALEM, TO PROVIDE MANAGEMENT SERVICES INCLUDING, BUT NOT LIMITED TO, MARKETING, HUMAN RESOURCES, ACCOUNTING, INFORMATION TECHNOLOGY SERVICES, RISK MANAGEMENT, CLINICAL OVERSIGHT AND INSURANCE. FORM 990, PART VI, SECTION A, LINE 6, 7A, & 7B APPOINTMENT OF DIRECTORS: (A) THE BOARD OF DIRECTORS OF THE CORPORATION SHALL INCLUDE NO GREATER THAN THIRTEEN (13) INDIVIDUALS APPOINTED IN ACCORDANCE WITH THE FOLLOWING: (I) FIVE (5) INDIVIDUALS APPOINTED BY THE FACILITY AND PROGRAM SPONSOR, THE SIERRA PACIFIC SYNOD OF THE EVANGELICAL LUTHERAN CHURCH IN AMERICA; (II) FIVE (5) INDIVIDUALS APPOINTED BY THE CO-SPONSOR OF THE CORPORATE MEMBER, THE SISTERS OF MERCY OF THE AMERICAS, WEST MIDWEST COMMUNITY, INC., A DIVISION OF THE SISTERS OF MERCY OF THE AMERICAS, A RELIGIOUS INSTITUTE AND PUBLIC JURIDIC PERSON OF THE ROMAN CATHOLIC CHURCH; AND (III)A MAXIMUM OF TWO (2) INDIVIDUALS JOINTLY APPOINTED BY THE FACILITY AND PROGRAM SPONSOR AND BY THE CO-SPONSOR OF THE CORPORATE MEMBER. NOMINATION OF DIRECTORS: SPONSOR AND CO-SPONSOR APPOINTEES. THE BOARD DEVELOPMENT COMMITTEE OF THE CORPORATE MEMBER SHALL IDENTIFY AND EVALUATE QUALIFIED INDIVIDUALS TO SERVE AS DIRECTORS OF THE CORPORATION AND SHALL RECOMMEND THEM TO THE FACILITY AND PROGRAM SPONSOR AND THE CO-SPONSOR OF THE CORPORATE MEMBER FOR APPOINTMENT OF THE SPONSOR AND CO-SPONSOR APPOINTEES. THE FOLLOWING ACTIONS REGARDING SALEM LUTHERAN HOME (SALEM) SHALL NOT BE IMPLEMENTED WITHOUT THE SPECIFIC APPROVAL OF ELDER CARE ALLIANCE'S CORPORATE MEMBER, SIERRA PACIFIC SYNOD: (A) THE SALE, PURCHASE LEASE OR ENCUMBRANCE OF THE REAL PROPERTY OF SALEM; (B) ANY INCREMENT OR ADDITIONS TO THE CAPITAL DEBT LIMITATION OF SALEM OR ANY OTHER NEGOTIATION, MODIFICATION OR OTHER CHANGE IN THE EXISTING CAPITAL DEBT OF SALEM; (C) ANY ACTION SEEKING BANKRUPTCY OR OTHER DEBTOR PROTECTION FOR SALEM; AND (D) ANY OTHER MATTERS WHICH MAY BE REQUIRED BY CIVIL LAW TO BE SUBMITTED TO THE SIERRA PACIFIC SYNOD, OR WHICH THE BOARD OF DIRECTORS MAY REQUEST BE SUBMITTED. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS: THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON THE AUDITED FINANCIAL STATEMENTS AND INFORMATION PROVIDED BY THE ACCOUNTING DEPARTMENT OF THE ORGANIZATION. ELDER CARE ALLIANCE, SALEM'S SOLE CORPORATE MEMBER AND MANAGEMENT COMPANY, HAS AN AUDIT COMMITTEE ON ITS BOARD OF DIRECTORS THAT REVIEWS THE FORM 990 BEFORE FILING. ALSO, THE EXECUTIVE DIRECTOR, CEO, AND CFO ALL REVIEW THE FORM 990 BEFORE FILING. THE FINAL FORM 990 IS THEN PROVIDED BY E-MAIL TO ALL MEMBERS OF THE BOARD OF DIRECTORS BEFORE FILING. FORM 990,PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY COMPLIANCE: ANNUALLY, THE CEO OF ELDER CARE ALLIANCE REQUESTS UPDATED CONFLICT OF INTEREST DISCLOSURE FORMS FROM THE BOARD OF DIRECTORS, OFFICERS, KEY EMPLOYEES, AND MEMBERS OF COMMITTEES WITH BOARD-DELEGATED AUTHORITY. THE ASSISTANT SECRETARY PREPARES A TABLE SUMMARIZING THE DISCLOSURES MADE AND PRESENTS THE TABLE TO THE BOARD OF DIRECTORS FOR THEIR INFORMATION. IF AN APPARENT CONFLICT OF INTEREST IS IDENTIFIED, THE MATTER IS REVIEWED BY THE BOARD OR COMMITTEE AND ACTION TAKEN. IF DEEMED NECESSARY, THE BOARD OR COMMITTEE MAY TAKE ACTION SUCH AS REQUIRING AN INTERESTED DIRECTOR TO RECUSE HIMSELF OR HERSELF FROM A VOTE ON THE MATTER OR TERMINATING A BUSINESS RELATIONSHIP ENTERED INTO IN VIOLATION OF THE POLICY. FORM 990, PART VI, SECTION B, LINES 15A & 15B COMPENSATION DETERMINATION: SALEM HAS A MANAGEMENT CONTRACT WITH ELDER CARE ALLIANCE. INCLUDED IN THE SERVICES PROVIDED UNDER THIS MANAGEMENT CONTRACT ARE THE SERVICES OF THE CEO AND CFO. THE COMPENSATION REVIEW OF THE KEY EMPLOYEES WAS DONE FOR FY 2015 BY THE FINANCE COMMITTEE OF ELDER CARE ALLIANCE AS PART OF THE BUDGET REVIEW PROCESS. THE COMPENSATION FOR THE CEO AND CFO WAS REVIEWED BY ECA COMPENSATION COMMITTEE, INDLUCING A COMPENSATION STUDY COMPILED BY FUTURESENSE, INC., A FIRM THAT SPECIALIZES IN COMPENSATION PROGRAMS AND PROVIDES CONSULTATION TO THE BOARD. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENT AVAILABILITY: BECAUSE SALEM IS A CONTINUING CARE RETIREMENT COMMUNITY, AN ANNUAL REPORT MUST BE FILED WITH THE STATE OF CALIFORNIA CONTAINING THE ORGANIZATION'S FINANCIAL STATEMENTS. THERE IS A NON-VOTING MEMBER OF THE BOARD OF DIRECTORS THAT REPRESENTS THE SALEM RESIDENTS WHO HAS ACCESS TO ALL GOVERNING DOCUMENTS, FINANCIAL STATEMENTS AND THE CONFLICT OF INTEREST POLICY FOR SALEM. ALL REQUESTS MUST BE IN WRITING TO ELDER CARE ALLIANCE, SALEM'S MANAGEMENT COMPANY, AND WILL BE RESPONDED TO VIA EMAIL, US MAIL, OR BY FAX IF SO REQUESTED. ELDER CARE ALLIANCE 1301 MARINA VILLAGE PKWY 210 ALAMEDA CA 94501 943260975 MANAGEMENT CA 501(C)(3) 11 B II NA false MERCY RETIREMENT AND CARE CENTER 1301 MARINA VILLAGE PKWY 210 ALAMEDA CA 94501 941156579 ELDERLY CARE CA 501(C)(3) 9 ECA false ELDER CARE ALLIANCE OF CAMARILLO 1301 MARINA VILLAGE PKWY 210 ALAMEDA CA 94501 943351613 ELDERLY CARE CA 501(C)(3) 9 ECA false ELDER CARE ALLIANCE OF SAN FRANCISCO 1301 MARINA VILLAGE PKWY 210 ALAMEDA CA 94501 943351615 ELDERLY CARE CA 501(C)(3) 9 ECA false ELDER CARE ALLIANCE OF UNION CITY 1301 MARINA VILLAGE PKWY 210 ALAMEDA CA 94501 943377985 ELDERLY CARE CA 501(C)(3) 9 ECA false ELDER CARE ALLIANCE OF SAN RAFAEL 1301 MARINA VILLAGE PKWY 210 ALAMEDA CA 94501 760730971 ELDERLY CARE CA 501(C)(3) 9 ECA false false false false false false false false false false false false false true true true true false false false