2015-09-08T15:42:21-05:00 2014-12-31 420714325 MCGLADREY LLP 80 CITY SQUARE BOSTON MA 021293742 990 2014-01-01 043195775 EDGEWOOD RETIREMENT COMMUNITY INC EDGE 9787253300 575 OSGOOD STREET NORTH ANDOVER MA 01845 MARLENE ROTERING PRESIDENT/CEO 9787253300 2015-09-08 1 LYNNE JOHNSON P00757336 6179129000 2014 2016-02-25 16:41:14Z MARLENE ROTERING 575 OSGOOD STREET NORTH ANDOVER MA 01845 36033033 0 X WWW.EDGEWOODRC.COM X 1993 MA CONTINUING CARE RETIREMENT COMMUNITY 14 14 496 16 0 0 181101 188251 19771207 20576642 283946 449139 0 225186 20236254 21439218 0 0 0 0 11009335 11456181 0 0 0 14009195 11390796 25018530 22846977 -4782276 -1407759 102123866 101410675 136354691 131216442 -34230825 -29805767 X PROVIDE HOUSING, HEALTH CARE AND OTHER RELATED SERVICES TO THE ELDERLY THROUGH THE CONSTRUCTION AND OPERATION OF THE RETIREMENT COMMUNITY. THIS COMMUNITY OPERATES UNDER THE "LIFE CARE" CONCEPT IN WHICH RESIDENTS ENTER INTO A RESIDENCY AGREEMENT THAT REQUIRES PAYMENT OF A ONE-TIME ENTRANCE AND MONTHLY SERVICE FEES. GENERALLY, THESE PAYMENTS ENTITLE RESIDENTS TO THE USE AND PRIVILEGES OF THE COMMUNITY FOR LIFE. 0 0 18846145 20576642 THE COMMUNITY CONSISTS OF 219 RESIDENTIAL UNITS AND 24 COTTAGES, COMMON SPACE AND 60 NURSING CARE BEDS. THE COMMUNITY OPERATES UNDER THE "LIFE CARE" CONCEPT IN WHICH RESIDENTS ENTER INTO A RESIDENCY AGREEMENT WHICH REQUIRES PAYMENT OF A ONE-TIME ENTRANCE FEE AND MONTHLY SERVICE FEES. THESE PAYMENTS ENTITLE RESIDENTS TO THE USE AND PRIVILEGES OF THE COMMUNITY FOR LIFE. 18846145 1 1 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 0 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 0 0 0 0 1 73 0 1 496 1 0 0 0 0 0 0 0 0 0 0 X 14 14 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 MA X JANE SULLIVAN 9787253300 575 OSGOOD STREET NORTH ANDOVER MA 01845 DAVID K BREEN SECRETARY 5.00 X X 0 0 0 MICHAEL HAWKINS TREASURER 5.00 X X 0 0 0 THOMAS E SMITH TRUSTEE 5.00 X 0 0 0 GERARD J FOLEY VICE CHAIR 5.00 X X 0 0 0 DR RABBI ROBERT GOLDSTEIN TRUSTEE 5.00 X 0 0 0 CAMILLE MIRAGLIOTTA-DALY ESQ TRUSTEE 5.00 X 0 0 0 DAVID BRYAN TRUSTEE 5.00 X 0 0 0 ELLIOT HACKER TRUSTEE 5.00 X 0 0 0 DENNIS C GILLESPIE TRUSTEE 5.00 X 0 0 0 TIMOTHY VAILL CHAIR 5.00 X X 0 0 0 DONALD HUGHES RESIDENT VOTING MEMBER 5.00 X 0 0 0 RICHARD COOK RESIDENT VOTING MEMBER 5.00 X 0 0 0 JERRY BISHOFF RESIDENT VOTING MEMBER 5.00 X 0 0 0 MARY WIGGIN-LOUX RN MS TRUSTEE 5.00 X 0 0 0 CHARLES R KENDRICK JR TRUSTEE (UNTIL JUNE 2014) 5.00 X 0 0 0 MARLENE ROTERING PRESIDENT/CEO 40.00 X 299942 0 36937 JANE SULLIVAN CFO 40.00 X 139167 0 30984 NATALIE MACBRIEN CHIEF HEALTH OFFICER 40.00 X 103860 0 10761 NANCY ROY DIRECTOR OF MARKETING 40.00 X 122805 0 1931 MARA KLEIN COLLINS SALES STAFF 40.00 X 102859 0 8168 ROBERT COPPOLA DIRECTOR OF FACILITIES 40.00 X 102804 0 13731 871437 0 102512 6 0 1 0 LIFE CARE SERVICES LLC 400 LOCUST ST SUITE 820 DESMOINES IA 50309 MANAGEMENT CONSULTANTS 268508 REHAB CHOICE INTERNATIONAL LLC PO BOX 5935 TROY MI 480075935 REHAB SERVICES 192154 HINCKLEY ALLEN & SNYDER 28 STATE STREET BOSTON MA 02109 LEGAL SERVICES 135773 CINDY MARTENEAU 12 DUPRE AVENUE 3 HAVERHILL MA 01832 SALON COMPANY 120779 4 188251 188251 IND. LIVING UNIT RESIDENT SERVICE 532000 13603003 13603003 HEALTH CENTER RESIDENT SERVICES F 900099 5912554 5912554 ENTRANCE FEES 900099 1061085 1061085 20576642 238996 238996 14784458 19500 14578924 14891 205534 4609 210143 210143 SETTLEMENT INCOME 900099 225186 225186 225186 21439218 20576642 0 674325 563233 563233 8827380 8123139 704241 73080 61336 11744 1094096 958805 135291 898392 809485 88907 263936 263936 133820 133820 70419 70419 351247 286446 64801 552720 552720 402509 315820 86689 75532 75532 1133690 1133690 10076 6239 3837 1275098 1275098 3319827 3319827 318739 318739 FOOD 890273 890273 TAXES 614326 614326 THERAPIES 523994 523994 AMORTIZATION 227315 227315 1227275 914678 312597 22846977 18846145 4000832 0 2510236 4294521 2494632 2469386 1853420 1803407 65874 62644 290401 477808 110314683 34512583 77184895 75802100 15942924 14946642 1781484 1554167 102123866 101410675 1474759 1669602 93787339 88922705 40000000 39014000 1092593 1610135 136354691 131216442 X -34271571 -29856357 38096 47940 2650 2650 -34230825 -29805767 102123866 101410675 X -1407759 -42303 5875120 X 0 1 X 1 0 X 157715 163221 168771 181101 188251 859059 17919380 20436555 21651457 19771207 20576642 100355241 18077095 20599776 21820228 19952308 20764893 101214300 0 0 0 101214300 133116 344023 323384 259752 238996 1299271 133116 344023 323384 259752 238996 1299271 500 225186 225686 18210711 20943799 22143612 20212060 21229075 102739257 0.98520 0.98830 0.01260 0.01170 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2010 AMOUNT: $ 500. SETTLEMENT INCOME - 2014 AMOUNT: $ 225,186. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2650 2650 2650 2650 2650 2650 2650 2650 2650 2650 1.00000 0 0 4679755 4679755 97517640 28653526 68864114 5833487 4329342 1504145 2283801 1529715 754086 75802100 REFUNDABLE DEPOSITS 625118 INTEREST RATE SWAP AGREEMENT LIABILITY 985017 1610135 X 21188591 -42303 -208324 -250627 21439218 0 21439218 22846977 0 22846977 0 22846977 PART V, LINE 4: THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS IS TO SUPPORT ITS PROGRAMS AND ITS EXEMPT PURPOSE. PART X, LINE 2: THE COMMUNITY FOLLOWS FASB ASC 740 "INCOME TAXES", WHICH CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES BY PRESCRIBING THE RECOGNITION THRESHOLD A TAX POSITION IS REQUIRED TO MEET BEFORE BEING RECOGNIZED IN THE FINANCIAL STATEMENTS. THE COMMUNITY RECOGNIZES A TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY THE TAXING AUTHORITIES. MANAGEMENT EVALUATED THE COMMUNITY'S TAX POSITIONS AND CONCLUDED THAT THE COMMUNITY HAD NO MATERIAL UNCERTAINTIES IN INCOME TAXES AS OF DECEMBER 31, 2014. THE COMMUNITY IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY THE U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2011. THE COMMUNITY WILL ACCOUNT FOR INTEREST AND PENALTIES RELATED TO UNCERTAIN TAX POSITIONS, IF ANY, AS PART OF TAX EXPENSE. PART XI, LINE 2D - OTHER ADJUSTMENTS: LOSS ON INTEREST RATE SWAP AGREEMENT -208,324. X X 0 0 0 0 0 0 0 0 0 MARLENE ROTERING PRESIDENT/CEO 250342 0 49600 0 0 0 7581 0 29356 0 336879 0 0 0 JANE SULLIVAN CFO 116130 0 23037 0 0 0 3456 0 27528 0 170151 0 0 0 PART I, LINE 3 OFFICER COMPENSATION WAS PREPARED AND VOTED ON BY THE BOARD OF TRUSTEES. THE BOARD ALSO USES DATA FROM AREA COMMUNITIES. A MASSACHUSETTS DEVELOPMENT FINANCE AGENCY 043431814 2013-12-19 40000000 SEE PART VI 0 0 0 A 986000 40000000 38000000 2000000 1 0 1 1 A 0 0 0 0 0 0 0 A 0 0 0 0 0 1 BANK OF AMERICA 14.500000000000 0 0 0 0 0 A 0 PART I - COLUMN F, DESCRIPTION OF PURPOSE: REFINANCING OF SERIES 2000A AND SERIES 2008 BONDS. THE FUNDS ARE FOR FINANCING THE CONSTRUCTION AND RENOVATION OF THE FACILITIES. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS PREPARED BY THE ORGANIZATION'S ACCOUNTING FIRM BASED ON INFORMATION PROVIDED BY THE ORGANIZATION'S MANAGEMENT. THE AUDIT COMMITTEE WILL REVIEW THE DRAFT FORM 990 AND APPROVE THE FORM AS IT IS TO BE FILED. A FULL COPY OF THE FINAL FORM 990 WILL BE PROVIDED TO EACH VOTING MEMBER OF THE BOARD, EITHER ELECTRONICALLY OR IN PAPER FORM, PRIOR TO ITS FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR, OFFICER AND MEMBER OF A COMMITTEE WITH GOVERNING BOARD DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: A. HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, B. HAS READ AND UNDERSTANDS THE POLICY, C. HAS AGREED TO COMPLY WITH THE POLICY, AND D. HAS DISCLOSED ANY ACTIVITY, RELATIONSHIP, POSITION OR CIRCUMSTANCE THAT COULD CONTRIBUTE TO A CONFLICT OF INTEREST AS DEFINED IN THE CONFLICT OF INTEREST POLICY. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD OR GOVERNING COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR GOVERNING COMMITTEE MEETING BUT, AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF AND THE VOTE ON THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. B. THE CHAIRPERSON OF THE BOARD OR GOVERNING COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR GOVERNING COMMITTEE SHALL DETERMINE WHETHER EDGEWOOD CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN EDGEWOOD'S BEST INTERESTS, FOR ITS OWN BENEFIT AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY A. IF THE BOARD OR GOVERNING COMMITTEE HAS REASONABLE CAUSE TO BELIEVE A DIRECTOR OR OFFICER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE DIRECTOR OR OFFICER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE DIRECTOR OR OFFICER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE DIRECTOR OR OFFICER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR GOVERNING COMMITTEE DETERMINES THE DIRECTOR OR OFFICER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. FORM 990, PART VI, SECTION B, LINE 15A THE CEO'S COMPENSATION PACKAGE WAS PREPARED AND VOTED ON BY THE BOARD OF TRUSTEES. THE BOARD USED DATA FROM AREA COMMUNITIES (NEW ENGLAND) TO FORM THIS PACKAGE. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FORM 990 AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). IN ADDITION, THE ORGANIZATION'S FORM 990 IS AVAILABLE VIA GUIDESTAR AND THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FORM 990, PART XI, LINE 9: LOSS ON INTERST RATE SWAP AGREEMENT -208,324. REMOVAL OF FUTURE SERVICE OBLIGATION LIABILITY 6,083,444.