2015-09-28T09:38:22-05:00 2014-12-31 134008324 PRICEWATERHOUSECOOPERS LLP 76 S LAURA STREET SUITE 2100 JACKSONVILLE FL 32202 990 2014-01-01 590903331 EAST RIDGE RETIREMENT VILLAGE INC EAST 3523728400 SANTAFE HEALTHCAREINC PO BOX 749 GAINESVILLE FL 326270749 RANDALL L STUART ASSISTANT TREASURER 3523378730 2015-09-25 1 MICHAEL J MULDOON P00889797 9043540671 2014 2016-03-07 17:11:31Z MICHAEL P GALLAGHER SANTAFE HEALTHCAREINC PO BOX 749 GAINESVILLE FL 326270749 20440267 0 X WWW.EASTRIDGERC.COM X 1961 FL TO PROVIDE AFFORDABLE HOUSING, MEALS, HEALTH CARE AND RELATED SERVICES TO SENIOR CITIZENS. 17 16 325 0 0 0 3630 795 18124440 20110291 196935 329181 0 0 18325005 20440267 0 0 0 0 8531527 8737208 0 0 0 8505463 11083715 17036990 19820923 1288015 619344 39672681 107516911 28887183 95776625 10785498 11740286 X THE MISSION OF EAST RIDGE RETIREMENT VILLAGE, INC. IS TO PROVIDE AFFORDABLE HOUSING, MEALS, HEALTH CARE AND RELATED SERVICES TO SENIOR CITIZENS. THIS MISSION IS ACCOMPLISHED THROUGH VARIOUS MEANS: SERVICES ARE PROVIDED 24 HOURS A DAY, 7 DAYS A WEEK, 365 DAYS A YEAR TO APPROXIMATELY 313 SENIOR RESIDENTS. TO THE EXTENT OF ITS FINANCIAL ABILITY, EAST RIDGE RETIREMENT VILLAGE, INC. MAKES EVERY EFFORT TO CONTINUE PROVIDING SERVICES TO RESIDENTS WHO BECOME UNABLE TO PAY. 0 0 7972101 10282559 EAST RIDGE RETIREMENT VILLAGE PROVIDED SKILLED NURSING AND RELATED HEALTH CARE SERVICES, INCLUDING THERAPY FOR INDIVIDUALS WHO ARE UNABLE TO CARE FOR THEMSELVES. TOTAL RESIDENT DAYS SERVED IN 2014 WERE 38,034. 4397890 5672478 EAST RIDGE RETIREMENT VILLAGE PROVIDED CLEANING, LAUNDRY, MAINTENANCE, SECURITY AND UTILITIES TO SENIORS IN RESIDENTIAL UNITS. THE AVERAGE NUMBER OF UNITS SERVED IN 2014 PER DAY WERE 278. 2749741 3546666 EAST RIDGE RETIREMENT VILLAGE PROVIDED THREE MEALS DAILY TO ELDERLY RESIDENTS AND TRAY SERVICE TO INDIVIDUALS LOCATED IN THE SKILLED NURSING CENTER OR THOSE UNABLE TO LEAVE THEIR APARTMENTS. TOTAL MEALS SERVED IN 2014 WERE APPROXIMATELY 148,615. 1979840 608588 EAST RIDGE RETIREMENT VILLAGE PROVIDED RECREATIONAL, CULTURAL, ANDHOBBY ACTIVITIES, INCLUDING TRANSPORTATION TO LOCAL EVENTS OF INTEREST.APPROXIMATELY 313 RESIDENTS PER DAY WERE PROVIDED SERVICES IN 2014. ADDITIONALLY, AS OF DECEMBER 31, 2014, THE DISCOUNTED FUTURE COSTS FOR RESIDENCE AND CARE CONTRACTS EXCEEDED THE DISCOUNTED FUTURE REVENUE TO SERVE RESIDENTS. ACCORDINGLY, AN ESTIMATED FUTURE SERVICE OBLIGATION IN THE AMOUNT OF $1,508,000 WAS ACCRUED. 1979840 608588 17099572 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 1 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 1 0 1 169 0 1 325 1 0 0 0 0 0 0 0 0 0 0 X 17 16 0 1 1 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X KATHY HARPER CONTROLLER 3523378798 4300 NW 89TH BLVD GAINESVILLE FL 326065688 X SCOTTIE J BUTLER CHAIRMAN/DIRECTOR 0.20 2.80 X X 0 72757 0 JOE G DUNLAP VICE CHAIRMAN/DIRECTOR 0.10 1.40 X X 0 56643 0 ROBERT L EPLING TREASURER/DIRECTOR 0.10 1.40 X X 0 57624 0 ALBERT E DOTSON PHD SECRETARY/DIRECTOR 0.10 1.40 X X 0 51390 0 RICHARD M ANDERSON MD DIRECTOR 0.10 1.40 X 0 53132 0 JOSEPH W DAVIS DIRECTOR 0.10 1.40 X 0 55420 0 BEN I DOERR JR DIRECTOR 0.20 2.80 X 0 58059 0 GEORGE E FLETCHER DIRECTOR 0.10 1.40 X 0 53112 0 HUGH J FLOYD DIRECTOR 0.10 1.40 X 0 53920 0 GLENDA E HOOD DIRECTOR 0.10 1.40 X 0 56816 0 ROBERT C HUDSON DIRECTOR 0.10 1.40 X 0 52459 0 GORDON L JOHNSON DIRECTOR - THROUGH 12/10/2014 0.10 1.40 X 0 55663 0 PAMELA J MOONEY PHD DIRECTOR 0.10 1.40 X 0 49236 0 THOMAS A NATIELLO PHD DIRECTOR 0.10 1.40 X 0 54113 0 PAUL R PHILIP DIRECTOR 0.10 1.40 X 0 55420 0 JACKSON N SASSER PHD DIRECTOR 0.10 1.40 X 0 56316 0 JAMES L STRINGFELLOW SR DIRECTOR 0.10 1.40 X 0 54267 0 CONNIE BARDEN DIRECTOR - THROUGH 5/23/2014 1.00 0.00 X 0 0 0 HARRY K BENDER DIRECTOR - THROUGH 5/23/2014 1.00 0.00 X 0 0 0 LESLIE W BUCHANAN VICE CHAIRMAN/DIRECTOR-THRU 5/23/14 1.00 0.00 X X 0 0 0 JACK DOWNEY DIRECTOR - THROUGH 5/23/2014 1.00 0.00 X 0 0 0 CAROLYN GARWOOD SECRETARY/DIRECTOR - THRU 5/23/14 2.00 0.00 X X 0 0 0 JAMES W HARRIS DIRECTOR - THROUGH 5/23/2014 1.00 0.00 X 0 0 0 THORNTON HOELLE TREASURER/DIRECTOR - THRU 5/23/14 1.00 0.00 X X 0 0 0 DAVID LOEWENSTEIN PHD DIRECTOR - THROUGH 5/23/2014 1.00 0.00 X 0 0 0 JAY PERKINS CHAIRMAN/DIRECTOR - THRU 5/23/14 2.00 0.00 X X 0 0 0 MICHAEL P GALLAGHER CHIEF EXECUTIVE OFFICER/DIRECTOR 1.50 58.50 X X 0 2790372 280950 RANDALL L STUART ASSISTANT TREASURER 0.50 59.50 X 0 768166 154160 CATHERINE E AYERS ASSISTANT SECRETARY 0.50 59.50 X 0 890578 68183 STEVEN M ZIEGLER ASSISTANT SECRETARY 3.00 60.00 X 0 606113 140971 TROY R HART PRESIDENT 17.50 32.50 X 0 576047 89820 RICK DREW MARKETING DIRECTOR 55.00 0.00 X 120103 0 12866 ESLIE HOLLINGSWORTH DIRECTOR OF NURSING 55.00 0.00 X 108791 0 14886 LUIS VAZQUEZ ACCOUNTING DIRECTOR 55.00 0.00 X 103288 0 7936 332182 6577623 769772 3 0 1 0 LECESSE CONSTRUCTION SERVICES LLC 75 THRUWAY PARK DRIVE WEST HENRIETTA NY 14586 GENERAL CONTRACTOR 8851791 GREYSTONE DEVELOPMENT COMPANY 225 E JOHN CARPENTER FRWY STE 700 IRVING TX 75062 DEVELOPMENT 751902 LIFE CARE SERVICES LLC 400 LOCUST STE 820 DES MOINES IA 50309 MANAGEMENT SERVICES 718898 REHABCARE GROUP INC PO BOX 503534 ST LOUIS MO 631503534 PHYSICAL THERAPY 695096 GLYNNDEVINS 11230 COLLEGE BLVD OVERLAND PARK KS 66210 ADVERTISING 327113 17 200 595 795 HOUSING/MAINT 623000 10826082 10826082 ROOM & BOARD 623000 5045432 5045432 DUES & ASSESSMENTS 624100 2798221 2798221 COMPANION SERVICES 623000 1339793 1339793 TRANS. & SOCIAL SVCS 624100 100763 100763 20110291 329181 329181 20440267 20110291 0 329181 7369674 6505734 863940 64005 50462 13543 745582 666627 78955 557947 492938 65009 751071 751071 52844 52844 78647 78647 604857 578762 26095 484362 484362 459246 309646 149600 945594 893519 52075 47694 24222 23472 122632 122632 2304316 2073884 230432 572248 515023 57225 FUTURE SERVICE OBLIGATI 1508000 1508000 FOOD & FOOD SVCS 794755 794755 THERAPY SERVICES 669773 669773 EQUIP RENTAL AND MAINT 398536 398536 1289140 1010697 278443 19820923 17099572 2721351 0 1011409 534076 3398040 3539127 1414664 857204 79000 97975 299895 238526 78571224 36728856 20719912 41842368 11522757 15224591 1227004 45183044 39672681 107516911 1570647 4510589 13060707 12104820 68153613 14255829 11007603 28887183 95776625 X 10773718 11727381 11780 12905 10785498 11740286 39672681 107516911 X 619344 334144 1300 X X 0 1 X 1 0 X 775 116237 2050 3630 795 123487 15633172 15688217 17075929 18124440 20110291 86632049 15633947 15804454 17077979 18128070 20111086 86755536 0 14156 14156 14156 14156 86741380 75736 48855 88583 206786 329181 749141 75736 48855 88583 206786 329181 749141 1543 292 1835 15709683 15854852 17166854 18334856 20440267 87506512 0.99130 0.99340 0.00860 0.00640 X 544076 544076 44433542 32123964 12309578 5629288 4604892 1024396 27964318 27964318 41842368 OTHER ASSETS 1308263 BOND ACCOUNTS 42055011 DEFERRED FINANCING COSTS - NET 1818670 BENEFICIAL INTEREST IN SANTAFE SENIOR LIVING FOUNDATION, INC. 1100 45183044 REFUNDABLE ENTRANCE FEES 7873175 DUE TO AFFILIATES 950839 RESERVATION DEPOSITS 147372 FUTURE SERVICE OBLIGATION 1508000 ACCRUED BOND INTEREST PAYABLE 528217 11007603 X 20440242 0 20440242 25 25 20440267 19820923 0 19820923 0 19820923 PART X, LINE 2: EAST RIDGE FOLLOWS THE FASB'S GUIDANCE FOR ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES (ASC 740). EAST RIDGE HAD NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2014 OR 2013. TAX YEARS 2011 TO 2013 ARE SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES. THERE ARE NO INCOME TAX EXAMINATIONS CURRENTLY IN PROCESS. EAST RIDGE INCURRED NO INTEREST OR PENALTIES RELATED TO UNCERTAIN TAX POSITIONS IN 2014 OR 2013. PART XI, LINE 4B - OTHER ADJUSTMENTS: RESTRICTED CONTRIBUTIONS RECOGNIZED FOR TAX PURPOSES 25. 0 1 0 0 0 0 0 0 0 MICHAEL P GALLAGHER CHIEF EXECUTIVE OFFICER/DIRECTOR 0 925247 0 1326646 0 538479 0 254966 0 25984 0 3071322 0 207121 RANDALL L STUART ASSISTANT TREASURER 0 384984 0 237560 0 145622 0 131130 0 23030 0 922326 0 0 CATHERINE E AYERS ASSISTANT SECRETARY 0 320919 0 203097 0 366562 0 35900 0 32283 0 958761 0 0 STEVEN M ZIEGLER ASSISTANT SECRETARY 0 325228 0 202887 0 77998 0 110220 0 30751 0 747084 0 61592 TROY R HART PRESIDENT 0 332736 0 179663 0 63648 0 72088 0 17732 0 665867 0 28771 PART I, LINE 3 MICHAEL P GALLAGHER IS THE CHIEF EXECUTIVE OFFICER (CEO) OF EAST RIDGE RETIREMENT VILLAGE, INC. MR. GALLAGHER IS COMPENSATED BY SANTAFE HEALTHCARE, INC. (SANTAFE), A RELATED SUPPORTING ORGANIZATION. SANTAFE UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: ANNUALLY, THE SANTAFE BOARD OF DIRECTORS RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE INDEPENDENT CONSULTING FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE INDEPENDENT CONSULTING FIRM. THE INDEPENDENT CONSULTING FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE CEO'S FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. PART I, LINE 4B (RELATES TO PART I, LINE 4A): LISTED PERSONS ARE EMPLOYEES OF EAST RIDGE RETIREMENT VILLAGE OR RELATED ORGANIZATIONS. EAST RIDGE RETIREMENT VILLAGE EMPLOYEES ARE NOT COVERED BY A FORMAL SEVERANCE POLICY; SEVERANCE IS HANDLED ON A CASE BY CASE BASIS. EMPLOYEES OF RELATED ORGANIZATIONS ARE COVERED BY A SEVERANCE POLICY WHICH INCLUDES MONTHLY PAYMENTS UP TO A MAXIMUM OF 12 - 36 MONTHS UNDER QUALIFYING CIRCUMSTANCES DEPENDING ON POSITION. NO ONE LISTED RECEIVED SEVERANCE OR CHANGE OF CONTROL PAYMENTS DURING 2014. PART I, LINE 4B: LISTED PERSONS PARTICIPATING IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN THE YEAR: MICHAEL P GALLAGHER AND RANDALL L STUART ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. MR. GALLAGHER AND MR. STUART PARTICIPATE IN TWO NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS SPONSORED BY SANTAFE HEALTHCARE, INC. FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. MR. GALLAGHER VESTED AND RECEIVED $437,059 FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS IN 2014. MR. STUART VESTED AND RECEIVED $109,740 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2014. CATHERINE E AYERS AND STEVEN M ZIEGLER ARE EMPLOYEES OF AVMED, INC., A RELATED TAX-EXEMPT ORGANIZATION. THEY PARTICIPATE IN TWO NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS SPONSORED BY AVMED, INC. FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. MS. AYERS VESTED AND RECEIVED $339,470 FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS IN 2014. MR. ZIEGLER VESTED AND RECEIVED $66,343 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2014. TROY R HART IS AN EMPLOYEE OF SANTAFE SENIOR LIVING, INC., A RELATED SUPPORTING ORGANIZATION. HE PARTICIPATES IN TWO NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS SPONSORED BY SANTAFE SENIOR LIVING, INC. FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. MR. HART VESTED AND RECEIVED $31,889 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2014. SCHEDULE J, PART II: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH $2 BILLION IN GROSS RECEIPTS AND APPROXIMATELY 2,000 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY EITHER SANTAFE HEALTHCARE, INC., AVMED, INC. OR SANTAFE SENIOR LIVING, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATE BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. EXECUTIVE COMPENSATION AND BENEFITS FOR THOSE SENIOR EXECUTIVES PAID BY RELATED ORGANIZATIONS WERE NOT APPORTIONED AND CHARGED TO EAST RIDGE RETIREMENT VILLAGE, INC. HOWEVER, MANAGEMENT FEES PAID BY EAST RIDGE RETIREMENT VILLAGE, INC. TO RELATED ORGANIZATIONS COVERED AN ALLOCABLE PORTION OF THE EXECUTIVE SALARIES AND BENEFITS PAID BY THE RELATED ORGANIZATIONS. A ALACHUA COUNTY HEALTH FACILITIES AUTHORITY 592442398 010685JV8 2014-03-13 68129207 CONSTRUCT FACILITY 0 0 0 A 68388440 10782442 2840635 1362584 54900 22076982 31270897 0 0 0 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 A 0 1 0 0 0 0 0 0 1 A 1 SCHEDULE K, PART II, LINE 3 THE AMOUNT REPORTED AS TOTAL PROCEEDS ON LINE 3 IS DIFFERENT THAN THE ISSUE PRICE REPORTED ON SCHEDULE K, PART I, LINE A, COLUMN E BECAUSE OF NET INVESTMENT GAINS INCURRED TO DATE. SCHEDULE K, PART II, LINE 4 THE AMOUNT ON LINE 4 CONSISTS OF $5,199,490 IN DEBT SERVICE RESERVE FUNDS AND $5,582,952 OF PROCEEDS TO BE USED FOR CAPITALIZED INTEREST EXPENSE. SCHEDULE K, PART II, LINE 17 ALTHOUGH A FINAL ALLOCATION OF THE BOND PROCEEDS WAS NOT COMPLETE AS OF 12/31/2014, THE ORGANIZATION MAINTAINED ADEQUATE BOOKS AND RECORDS TO SUPPORT THE ALLOCATIONS MADE THROUGH 12/31/2014. ONCE THE ALLOCATION OF PROCEEDS IS COMPLETE, THE BOOKS AND RECORDS WILL SUPPORT THE FINAL ALLOCATION. FORM 990, PART VI, SECTION A, LINE 3 EAST RIDGE RETIREMENT VILLAGE, INC. HAS A MANAGEMENT AGREEMENT WITH LIFE CARE SERVICES, LLC TO PROVIDE MANAGEMENT, ADVISORY AND CONSULTING SERVICES. FORM 990, PART VI, SECTION A, LINE 4 IN 2014, THE BOARD OF DIRECTORS FOR EAST RIDGE RETIREMENT VILLAGE, INC. AMENDED AND RESTATED THE ARTICLES OF INCORPORATION AND BYLAWS. THE CHANGES WERE MADE FOR THE PURPOSES OF (I) STANDARDIZING THE GOVERNANCE PROVISIONS FOR ALL OF THE AFFILIATES OF SANTAFE HEALTHCARE, INC., WHICH INCLUDES EAST RIDGE RETIREMENT VILLAGE, INC., (II) ADOPTING A UNIFIED BOARD STRUCTURE IN WHICH THE MEMBERS OF THE BOARD OF DIRECTORS OF SANTAFE HEALTHCARE, INC. ALSO SERVE AS THE BOARD OF DIRECTORS FOR ALL OF THE AFFILIATES OF SANTAFE HEALTHCARE, INC. INCLUDING EAST RIDGE RETIREMENT VILLAGE, INC.; AND (III) ADOPTING A UNIFIED BOARD COMMITTEE STRUCTURE IN WHICH THE BOARD COMMITTEES FOR SANTAFE HEALTHCARE, INC. SERVE AS THE BOARD COMMITTEES FOR ALL OF THE AFFILIATES, INCLUDING EAST RIDGE RETIREMENT VILLAGE, INC. FORM 990, PART VI, SECTION A, LINE 7A THE AMENDED AND RESTATED ARTICLES OF INCORPORATION STATE THAT THE BOARD OF DIRECTORS SHALL BE ELECTED AND MAY BE REMOVED BY THE BOARD OF SANTAFE HEALTHCARE, INC. FORM 990, PART VI, SECTION A, LINE 7B THE RESERVED POWERS OF SANTAFE HEALTHCARE, INC., AS DELINEATED IN THE ARTICLES OF INCORPORATION AND BYLAWS, PERMIT IT TO APPROVE OR RATIFY THE GOVERNING BODY'S DECISIONS RELATED TO BOARD MEMBER ELECTIONS OR REMOVALS, THE DECISION TO DISSOLVE THE ORGANIZATION, AND OTHER MATTERS THAT MAY COME BEFORE THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 THE ORGANIZATION'S PROCESS FOR ENSURING THE ACCURATE PREPARATION, REVIEW AND APPROVAL OF THE 2014 FORM 990 BEGAN WITH PROFESSIONAL DEVELOPMENT OF STAFF (SEVERAL OF WHICH ARE CPAS) WHICH WERE INVOLVED IN THE PREPARATION OF THE 2014 FORM 990. IN ADDITION TO STAFF DEVELOPMENT, WHICH INCLUDED ATTENDING TAX SEMINARS AND CLASSES, MANAGEMENT ALSO CONSULTED WITH INDEPENDENT ACCOUNTING FIRMS AND TAX LEGAL COUNSEL REGARDING THE INTERNAL REVENUE SERVICE (IRS) FORM 990 CODE AND FILING REQUIREMENTS. THE ORGANIZATION ALSO PREVIOUSLY EDUCATED ITS MANAGEMENT TEAM, OFFICERS AND DIRECTORS, WITH THE ASSISTANCE OF PRICEWATERHOUSECOOPERS LLP, REGARDING THE FORM 990 AND THEIR INVOLVEMENT IN REVIEWING THE RETURN. FOLLOWING MANAGEMENT'S PREPARATION OF THE 2014 FORM 990, PRICEWATERHOUSECOOPERS LLP REVIEWED THE 2014 FORM 990. A COPY OF THE 2014 FORM 990 AND ATTACHMENTS WERE PROVIDED TO THE ORGANIZATION'S CURRENT BOARD OF DIRECTORS FOR THEIR REVIEW AND COMMENT. EXECUTIVE MANAGEMENT ADDRESSED ANY QUESTIONS RAISED BY THE BOARD MEMBERS PRIOR TO FILING THE 2014 FORM 990 AND ATTACHMENTS WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C EAST RIDGE RETIREMENT VILLAGE, INC. HAS A PROCEDURE FOR MONITORING AND ENFORCING COMPLIANCE WITH ITS CORPORATE CONFLICT OF INTEREST POLICY (POLICY). EACH COVERED PERSON SHALL RECEIVE A COPY OF THE POLICY FOR REVIEW, SUBMIT AN AFFIRMATION, AND COMPLETE A QUESTIONNAIRE WHICH IS ATTACHED TO THE CODE OF ETHICAL BUSINESS CONDUCT. THE PROCEDURE DETAILS THAT THE CORPORATE SECRETARY HAS RESPONSIBILITY FOR DELIVERY OF THE POLICY TO DIRECTORS AND OFFICERS AND RECEIPT OF THEIR AFFIRMATIONS AND QUESTIONNAIRES. THE HUMAN RESOURCES DEPARTMENT SHALL OBTAIN THE AFFIRMATION AND QUESTIONNAIRE FROM EVERY NEW EMPLOYEE AT ORIENTATION AND FROM ALL EMPLOYEES ANNUALLY. MEMBERS OF CORPORATE ADVISORY BOARDS SUBMIT THE AFFIRMATION AND QUESTIONNAIRE TO THE CHIEF COMPLIANCE OFFICER. ANNUAL CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY INTERNAL STAFF TO ENSURE RECORDS ARE COMPLETE. AS PART OF THE CORPORATE CONTRACT REVIEW PROCESS, CONSIDERATION IS GIVEN TO ANY POTENTIAL CONFLICTS OF INTEREST INVOLVING OPERATIONAL OR FINANCIAL TRANSACTIONS. ALL EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT. INITIAL REVIEW OF EMPLOYEE QUESTIONNAIRES WILL BE PERFORMED BY THE HUMAN RESOURCES DEPARTMENT WITH REVIEW OF ANY DISCLOSURES BY THE CHIEF COMPLIANCE OFFICER WHO WILL EVALUATE, MAKE NECESSARY INQUIRIES, AND INVESTIGATE ALTERNATIVES. BOARD MEMBERS SHALL DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT TO THE CHAIRMAN OF THE SANTAFE HEALTHCARE, INC. BOARD, AND THE CHAIRMAN OR CHIEF COMPLIANCE OFFICER SHALL EVALUATE CONFLICT DISCLOSURES AND, IF APPROPRIATE, INVESTIGATE ALTERNATIVES AND REPORT TO DISINTERESTED BOARD MEMBERS FOR RESOLUTION. THE MINUTES OF THE BOARD OR ANY COMMITTEE MEETING AT WHICH A POTENTIAL OR ACTUAL CONFLICT OF INTEREST IS DISCLOSED OR DISCUSSED SHALL REFLECT THE NAME OF THE INTERESTED PARTY, THE NATURE OF THE CONFLICT, THE DELIBERATIONS AND THE RESOLUTION OF THE CONFLICT. IF IT IS DETERMINED THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE CHIEF COMPLIANCE OFFICER OR THE CHAIRMAN SHALL TAKE APPROPRIATE ACTION, WHICH MAY INCLUDE REMOVAL FROM OFFICE OR TERMINATION OF EMPLOYMENT. FORM 990, PART VI, SECTION B, LINE 15 MICHAEL P GALLAGHER IS THE CHIEF EXECUTIVE OFFICER (CEO) OF EAST RIDGE RETIREMENT VILLAGE, INC. MR. GALLAGHER IS COMPENSATED BY SANTAFE HEALTHCARE, INC. (SANTAFE), A RELATED SUPPORTING ORGANIZATION. SANTAFE UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE SANTAFE BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. THE INDEPENDENT CONSULTING FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE INDEPENDENT CONSULTING FIRM. THE INDEPENDENT CONSULTING FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. FORM 990, PART VI,SECTION B, LINE 15B: PROCESS FOR DETERMINING COMPENSATION FOR THE PRESIDENT AND DIRECTORS OF EAST RIDGE RETIREMENT VILLAGE, INC. IS AS FOLLOWS: THE SANTAFE HEALTHCARE, INC. (SANTAFE) BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE AFOREMENTIONED OFFICER'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG-TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISONS TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE BOARD OF DIRECTORS. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF TOTAL DIRECT COMPENSATION AND EXECUTIVE BENEFITS. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETINGS. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS RETAINS AN INDEPENDENT THIRD PARTY CONSULTANT TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE BOARD OF DIRECTORS' (INCLUDING OFFICER POSITIONS) COMPENSATION EVERY TWO TO THREE YEARS. THE COMPETITIVENESS ANALYSIS INCLUDES COMPARISONS TO BOTH NOT-FOR-PROFIT AND PUBLIC COMPANY (EXCLUDING EQUITY COMPONENT) DATA FOR COMPANIES WITHIN THE SAME OR SIMILAR INDUSTRY. ANY COMPENSATION CHANGES ARE APPROVED BY THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS BASED ON THE MARKET COMPETITIVENESS STUDY. A MARKET COMPETITIVENESS STUDY WAS CONDUCTED IN NOVEMBER 2012 FOR CHANGES MADE EFFECTIVE JANUARY 1, 2013. FORM 990, PART VI, SECTION C, LINE 18 EAST RIDGE APPLIED TO THE INTERNAL REVENUE SERVICE FOR RECOGNITION OF EXEMPTION (FORM 1023) BEFORE JULY 15, 1987. AS OF JULY 15, 1987, EAST RIDGE DID NOT HAVE A COPY OF ITS EXEMPTION APPLICATION. THEREFORE, EAST RIDGE DOES NOT MAKE THE EXEMPTION APPLICATION OR THE ASSOCIATED DOCUMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART VI, SECTION C, LINE 19 EAST RIDGE RETIREMENT VILLAGE, INC. (EAST RIDGE) POSTS IN A PROMINENT PLACE AT ITS FACILITY A SUMMARY OF THE LATEST ANNUAL STATEMENT AS REQUIRED UNDER FLORIDA STATUTE 651.091. EAST RIDGE MAKES AVAILABLE THE FULL ANNUAL STATEMENT, INCLUDING AUDITED FINANCIAL STATEMENTS, TO THE PUBLIC UPON REQUEST. EAST RIDGE FURTHER COMPLIES WITH FLORIDA STATUTE 651.091, WHICH REQUIRES THAT ADDITIONAL FINANCIAL AND OPERATIONAL REPORTS AND RECORDS FOR CONTINUING CARE FACILITIES BE PROMINENTLY POSTED OR AVAILABLE FOR INSPECTION UPON REQUEST. THE RESTATED AND AMENDED ARTICLES OF INCORPORATION ARE AVAILABLE FOR PUBLIC INSPECTION ONLINE AT THE STATE OF FLORIDA SECRETARY OF STATE WEBSITE WWW.SUNBIZ.ORG. THE CURRENT EAST RIDGE CONFLICT OF INTEREST POLICY IS AVAILABLE FOR PUBLIC INSPECTION AT THE EAST RIDGE MAIN OFFICE. FORM 990, PART VII, SECTION A, LINE 1A: COMPENSATION PAID BY RELATED ORGANIZATIONS: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH $2 BILLION IN GROSS RECEIPTS AND APPROXIMATELY 2,000 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY EITHER SANTAFE HEALTHCARE, INC., AVMED, INC. OR SANTAFE SENIOR LIVING, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATE BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. EXECUTIVE COMPENSATION AND BENEFITS FOR THOSE SENIOR EXECUTIVES PAID BY RELATED ORGANIZATIONS WERE NOT APPORTIONED AND CHARGED TO EAST RIDGE RETIREMENT VILLAGE, INC. HOWEVER, MANAGEMENT FEES PAID BY EAST RIDGE RETIREMENT VILLAGE, INC. TO RELATED ORGANIZATIONS COVERED AN ALLOCABLE PORTION OF THE EXECUTIVE SALARIES AND BENEFITS PAID BY THE RELATED ORGANIZATIONS. FORM 990, PART XI, LINE 9: NET ASSETS RELEASED FROM RESTRICTION (INCLUDED IN TOTAL REVENUE) 200. BENEFICIAL INTEREST IN SANTAFE SENIOR LIVING FOUNDATION, INC. 1,100. FORM 990, PART XII, LINE 2C: THERE HAS BEEN NO CHANGE FROM THE PRIOR YEAR TO THE PROCESS RELATED TO AUDIT OVERSIGHT AND SELECTION OF THE INDEPENDENT ACCOUNTANT FOR THE ORGANIZATION. SANTAFE HEALTHCARE INC PO BOX 749 GAINESVILLE FL 326270749 592317607 MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES FL 501(C)(3) 11B TYPE II N/A 0 AVMED INC PO BOX 749 GAINESVILLE FL 326270749 592742907 HEALTH CARE FL 501(C)(4) N/A SANTAFE HEALTHCARE INC 0 NORTH CENTRAL FLORIDA HOSPICE INC PO BOX 749 GAINESVILLE FL 326270749 592490893 HOSPICE CARE FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 SANTAFE SENIOR LIVING INC PO BOX 749 GAINESVILLE FL 326270749 203700526 MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES FL 501(C)(3) 11A TYPE I SANTAFE HEALTHCARE INC 0 BVG ACQUISITION INC PO BOX 749 GAINESVILLE FL 326270749 203701186 RETIREMENT COMMUNITY FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 NORTH FLORIDA RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 591912330 RETIREMENT COMMUNITY FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 BONITA SPRINGS RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 262386152 RETIREMENT COMMUNITY FL 501(C)(3) 9 SANTAFE HEALTHCARE INC 0 SANTAFE SENIOR LIVING FOUNDATION INC PO BOX 749 GAINESVILLE FL 326270749 264464727 CHARITABLE & EDUCATIONAL PURPOSES FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 0 SF HOLDING CORPINC PO BOX 749 GAINESVILLE FL 326270749 592903901 HOLDING COMPANY FL SANTAFE HEALTHCARE INC C 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 1 0 0 0 AVMED INC M 653864 FAIR MARKET VALUE OF SERVICES AVMED INC P 52600 THIRD PARTY INVOICES