Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
AZALEA TRACE INC
Employer identification number
59-1932549
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
74,642
72,246
106,609
104,759
102,215
460,471
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
17,564,933
17,167,165
17,926,588
17,991,560
19,231,397
89,881,643
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
17,639,575
17,239,411
18,033,197
18,096,319
19,333,612
90,342,114
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
0
c
Add lines 7a and 7b..
0
8
Public Support (Subtract line 7c from line 6.)
90,342,114
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
17,639,575
17,239,411
18,033,197
18,096,319
19,333,612
90,342,114
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
1,017,228
1,117,471
984,211
856,217
703,460
4,678,587
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
1,017,228
1,117,471
984,211
856,217
703,460
4,678,587
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
18,656,803
18,356,882
19,017,408
18,952,536
20,037,072
95,020,701
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
95.080 %
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
94.920 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
4.920 %
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
5.080 %
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
AZALEA TRACE INC
Employer identification number
59-1932549
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 3
ACTS RETIREMENT-LIFE COMMUNITIES, INC. PROVIDES MANAGEMENT SERVICES TO AZALEA TRACE, INC.
FORM 990, PART VI, SECTION A, LINE 4
AZAELA TRACE, INC. MADE SIGNIFICANT CHANGES TO ITS GOVERNING DOCUMENTS FROM THE PRIOR YEAR BY INCREASING THE NUMBER OF VOTING MEMBERS OF THE GOVERNING BODY FROM 5 TO 15.
FORM 990, PART VI, SECTION A, LINE 6
AZALEA TRACE, INC. IS A TAX-EXEMPT ORGANIZATION, OF WHICH ACTS RETIREMENT-LIFE COMMUNITIES, INC., A PENNSYLVANIA TAX-EXEMPT ORGANIZATION (THROUGH ITS WHOLLY OWNED SUBIDIARY ACTS ACQUISITION COMPANY, LLC) IS THE SOLE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7A
ACTS RETIREMENT-LIFE COMMUNITIES, INC., A TAX-EXEMPT ORGANIZATION (THROUGH ITS WHOLLY OWNED SUBSIDIARY ACTS ACQUISITION COMPANY, LLC), IS THE SOLE MEMBER OF AZALEA TRACE, INC. AS SOLE MEMBER, IT HAS THE RIGHT TO ELECT THE MEMBERS OF THE ORGANIZATION'S BOARD.
FORM 990, PART VI, SECTION A, LINE 7B
ACTS RETIREMENT-LIFE COMMUNITIES, INC., A TAX-EXEMPT ORGANIZATION (THROUGH ITS WHOLLY OWNED SUBSIDIARY ACTS ACQUISITION COMPANY, LLC), IS THE SOLE MEMBER OF AZALEA TRACE, INC. AS SOLE MEMBER, IT HAS THE RIGHT TO AMEND THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS.
FORM 990, PART VI, SECTION B, LINE 11
AFTER REVIEW BY ACTS' CFO AND CEO, THE FORM 990 IS REVIEWED, BEFORE FILING, BY THE ACTS BOARD OF DIRECTORS' AUDIT COMMITTEE, WHICH INCLUDES TWO CERTIFIED PUBLIC ACCOUNTANTS. THE FORM 990 IS THEN PROVIDED TO THE OTHER MEMBERS OF AZALEA TRACE'S GOVERNING BODY.
FORM 990, PART VI, SECTION B, LINE 12C
A CONFLICT OF INTEREST QUESTIONNAIRE IS COMPLETED ON AN ANNUAL BASIS BY THE ORGANIZATION'S OFFICERS, DIRECTORS AND TRUSTEES. THE RESPONSES ARE REVIEWED BY THE CEO AND CHAIRMAN OF THE BOARD OF DIRECTORS TO DETERMINE IF CONFLICTS ARE PRESENT AND THE EXTENT OF THE CONFLICT. FOR CONFLICTS THAT ARISE, THE OFFICER, DIRECTOR OR TRUSTEE MUST RECUSE THEMSELVES FROM PARTICIPATING IN DELIBERATIONS AND DECISIONS THAT INVOLVE THE DETERMINED CONFLICT.
FORM 990, PART VI, SECTION B, LINE 15
IT HAS BEEN THE PARENT COMPANY'S PRACTICE TO ENGAGE AN INDEPENDENT COMPENSATION CONSULTANT ON AN APPROXIMATELY BIENNIAL BASIS FOR THE PURPOSE OF REVIEWING THE COMPENSATION PROGRAM FOR THE COMPANY'S TOP 28 POSITIONS, RANGING FROM COMMUNITY MANAGERS UP TO THE CEO. THE STUDY, THE LATEST VERSION OF WHICH WAS COMPLETED IN 2010, INCLUDES COMPARISON OF NOT-FOR PROFIT AND FOR-PROFIT COMPETITORS, OPERATING EFFECTIVENESS, IDENTIFICATION OF INDUSTRY SPECIFIC TRENDS OR PRACTICES IN COMPENSATION OR RECRUITMENT/EMPLOYMENT. MEASUREMENT AND ACTION IS GENERALLY FOCUSED AT THE MEDIAN LEVELS IDENTIFIED IN THE STUDY. THE REPORTS' FINDINGS ARE REVIEWED WITH THE PARENT BOARD OFFICERS. COMPENSATION ADJUSTMENTS FOR THE PRESIDENT & CEO ARE DETERMINED BY A COMMITTEE OF INDEPENDENT BOARD MEMBERS APPOINTED BY THE CHAIRMAN AND ARE BASED ON THE FINDINGS OF THE MOST RECENT STUDY AND A REVIEW OF PERFORMANCE COMPARED AGAINST OBJECTIVE CRITERIA. AFTER THIS DETERMINATION IS REPORTED TO AND APPROVED BY THE BOARD OF DIRECTORS, ACTION IS DOCUMENTED IN WRITING BY THE BOARD CHAIR. SIMILARLY, COMPENSATION ADJUSTMENTS FOR THE MOST SENIOR MEMBERS OF MANAGEMENT REFLECT STUDY FINDINGS AND PERFORMANCE MEASUREMENT AGAINST SPECIFIED CRITERIA AND ARE DETERMINED BY THE CEO AND REVIEWED WITH THE BOARD CHAIR.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICIES ARE FILED WITH NUMEROUS REGULATORY AUTHORITIES AND THEREFORE, ARE AVAILABLE TO THE PUBLIC. IN ADDITION, UPON RECEIPT OF A REQUEST AND ITS REVIEW, THE ORGANIZATION WILL MAKE AVAILABLE SUCH DOCUMENTS, AS DEEMED APPROPRIATE. FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC. CERTAIN FINANCIAL STATEMENTS, SUCH AS ANNUAL REPORTS AND QUARTERLY REPORTS ARE ALSO AVAILABLE AT THE COMMUNITY. IN ADDITION, FINANCIAL INFORMATION IS INCLUDED IN DISCLOSURE PACKAGES THAT ARE PROVIDED TO PROSPECTIVE RESIDENTS AND MADE AVAILABLE TO THE PUBLIC. CERTAIN OTHER FINANCIAL STATEMENTS ARE ALSO PROVIDED UPON REQUEST.
FORM 990, PART VII, SECTION A, (B):
AVERAGE HOURS PER WEEK LISTED IN PART VII ARE FOR THIS LEGAL ENTITY ONLY. BOARD MEMBERS AND OFFICERS ALSO DEVOTE TIME TO THE RELATED ORGANIZATIONS LISTED ON SCHEDULE R. AVERAGE HOURS PER WEEK FOR ALL OTHER RELATED ORGANIZATIONS ARE AS FOLLOWS: DONALD L. DAVIS 10 THOMAS A. DUNN, III 4 MARVIN MASHNER 55 ELRIC C. GERNER 5 MERRILL S. MOYER 3 JOHN L. ESTERHAI, JR., MD 3 ROBERT B. EVANS 4 JOHN J. MARCHESCHI 3 GRACE E. WERT 3 H. BRUCE DETWEILER 3 SUZANNE N. PRITCHARD 3 ANNLOUISE DEVENNEY 3 GEORGE M. FURLONG, JR. 3 DONNA J. JACOBI, MD 3 DONALD E. KINKAID 3 J. MARK VANDERBECK 55 GERALD T. GRANT 55 KAREN I. CHRISTIANSEN 54
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 5:
NET UNREALIZED GAINS ON INVESTMENTS: 12,170. AMORTIZATION OF FAIR VALUE OF INVESTMENT CONTRACT -2,329. CHARITABLE GIFT ANNUITY VALUATION ADJUSTMENT -4,473. UNREALIZED LOSS ON TEMPORARILY RESTRICTED NET ASSETS -249. UNREALIZED LOSS ON INVESTMENT CONTRACTS -1,899,408. TOTAL TO FORM 990, PART XI, LINE 5: -1,894,289.
FORM 990, PART XII, FINANCIAL STATEMENTS AND REPORTING
THE PROCESS FOR THE PARENT ORGANIZATION'S AUDIT COMMITTEE OVERSIGHT OF THE ANNUAL AUDIT OF ITS FINANCIAL STATEMENTS AND THOSE OF AFFILIATES HAS NOT CHANGED FROM THE PRIOR YEAR.
FORM 990, PART VII, COMPENSATION OF OFFICERS*
OTHER COMPENSATION FOR GERALD T. GRANT AND J. MARK VANDERBECK INCLUDES ACCRUALS FOR A DEFERRED, NON-VESTED, SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.