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
2011
Open to Public Inspection
Name of the organization
ORCHARD COVE INC
Employer identification number
22-3080006
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(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—2011.
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—2010.
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—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
130,531
188,350
286,012
239,521
73,219
917,633
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......
19,173,014
20,074,593
20,934,168
21,833,932
22,389,189
104,404,896
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.
19,303,545
20,262,943
21,220,180
22,073,453
22,462,408
105,322,529
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
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.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
105,322,529
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
19,303,545
20,262,943
21,220,180
22,073,453
22,462,408
105,322,529
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
848,998
760,609
850,957
817,850
439,023
3,717,437
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
848,998
760,609
850,957
817,850
439,023
3,717,437
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.)
257,698
499,792
464,938
184,728
162,182
1,569,338
13
Total support (Add lines 9, 10c, 11 and 12.).
20,410,241
21,523,344
22,536,075
23,076,031
23,063,613
110,609,304
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 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
95.220 %
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
94.420 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
3.361 %
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
4.010 %
19a
33 1/3% support tests—2011.
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—2010.
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
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) 2011
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
2011
Open to Public Inspection
Name of the organization
ORCHARD COVE INC
Employer identification number
22-3080006
Identifier
Return Reference
Explanation
DESCRIPTION OF NEGATIVE ASSETS
FORM 990, PART I, LINE 22
At September 30, 2012, Orchard Cove had a negative accumulated net asset balance of $(30,306,539). Orchard Cove operates a Continuing Care Retirement Community (CCRC). It is the nature of CCRC organizations to have negative net asset balances because of the nature of their financing. When new residents move into a CCRC, they pay an entrance fee that is 50-90% (generally 90%) refundable at the termination of the contract. The CCRC holds those funds in its reserves and records a liability for both the refundable and the non-refundable portions of the entrance fee. The non-refundable portion of the entrance fee is then amortized into income based on the expected remaining actuarial life of the resident. Refundable amounts are paid to the previous resident after their unit has been re-occupied by a new resident. The business model for CCRCs treats these entrance fees as the equity contribution of each of the residents in the project. Refundable entrance fees turn over but are not amortized or otherwise paid down. However, because the "equity" contribution from an individual resident is not permanent and is repayable from the proceeds of the entrance fee from the subsequent resident, accounting rules require that these amounts be shown as liabilities. At 9/30/12 Orchard Cove had liabilities on its balance sheet of $32,646,052 and $5,972,236 for refundable and non-refundable entrance fees, respectively. These liabilities do not impact cash flows or covenant calculations on existing creditor agreements for Orchard Cove. DESCRIPTION OF ORGANIZATION MEMBERS FORM 990, PART VI, QUESTION 6 HEBREW SENIORLIFE IS THE SOLE CORPORATE MEMBER OF ORCHARD COVE, INC. DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS FORM 990, PART VI, QUESTION 7A The Hebrew SeniorLife Board Chair appoints the members of the Orchard Cove, Inc. Board of Directors with the advice and consent of the Hebrew SeniorLIfe Board Members DESCR CLASSES OF PERSONS, DECISIONS REQUIRING APPR & VOTING RIGHTS FORM 990, PART VI, QUESTION 7B ULTIMATE GOVERNANCE OF THE CORPORATION RESTS WITH THE BOARD OF DIRECTORS OF THE COMPANY'S SOLE CORPORATE MEMBER, HEBREW SENIORLIFE, INC. DESCR THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 FORM 990, PART VI, QUESTION 11 ERNST & YOUNG IS PREPARING THE FORM WITH INPUT PROVIDED BY ORCHARD COVE. ALL FORMS 990 AND 990T OF THE AFFILIATES OF HEBREW SENIORLIFE, INC. (HSL IS THE SOLE CORPORATE MEMBER OF EACH AFFILIATE) WILL BE REVIEWED PRIOR TO FILING BY THE AUDIT COMMITTEE OF HEBREW SENIORLIFE, INC. SUBSEQUENT TO SUCH REVIEW AND PRIOR TO FILING COPIES WILL BE PROVIDED TO THE APPROPRIATE GOVERNING BOARD OF DIRECTORS FOR EACH AFFILIATE. THE GOVERNING BOARDS WILL HAVE 5 DAYS TIME IN WHICH TO REVIEW THE FULL AND ACCURATE RETURNS PRIOR TO THEIR FILING. DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST FORM 990, PART VI, QUESTION 12C THE CONFLICTS OF INTEREST POLICY IS RIGOROUSLY MONITORED BY THE CONFLICTS REVIEW COMMITTEE OF THE BOARD OF DIRECTORS. THIS INVOLVES ANNUALLY MAILING A CONFLICTS DISCLOSURE FORM TO ALL MEMBERS OF THE BOARD OF DIRECTORS, BOARD COMMITTEES AND SENIOR MANAGEMENT. SPECIFIC RECOMMENDATIONS TO AVOID OR MITIGATE CONFLICTS INCLUDE ASSURING THAT THE MEMBER WOULD HAVE NO INFLUENCE ON A DECISION TO USE A PARTICULAR VENDOR, SUCH AS HEALTH INSURANCE OR BANKING RELATIONSHIPS, AND RECOMMENDATIONS FOR A COMPETITIVE BID PROCESS. OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN FORM 990, PART VI, QUESTION 15A & B THE COMPENSATION COMMITTEE OF THE BOARD HAS REVIEWED THE CEO'S TOTAL COMPENSATION, THE PRESIDENT'S TOTAL COMPENSATION AND THE TOTAL COMPENSATION OF ALL HIGHLY COMPENSATED EMPLOYEES OF HSL. THE FULL HSL BOARD FURTHER REVIEWED AND APPROVED THE COMPENSATION OF THE HIGHLY COMPENSATED EMPLOYEES OF HSL AND ITS AFFILIATES. ALL OF THESE COMMITTEE MEMBERS ARE INDEPENDENT DIRECTORS. INDEPENDENT CONSULTANTS WERE HIRED BY THE COMPENSATION COMMITTEE AND ASSISTED WITH THE COMPENSATION REVIEW. DOCUMENTATION AND RECORDS OF COMPENSATION COMMITTEE MEETINGS ARE MAINTAINED WITH RESPECT TO DELIBERATIONS AND COMPENSATION DECISIONS. AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS GEN PUBLIC FORM 990, PART VI, QUESTION 19 TAX RETURNS ARE AVAILABLE ON GUIDESTAR. GOVERNING DOCUMENTS ARE AVAILABLE AT THE COMM OF MASS WEBSITE. THESE AND CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE ALSO AVAILABLE UPON REQUEST AT THE ORCHARD COVE OFFICES. WE HAVE ALSO RESPONDED TO TELEPHONE AND EMAIL REQUESTS FOR DOCUMENTS. AVERAGE HOURS PER WEEK DEVOTED TO THIS ORGANIZATION AND RELATED COMPANIES Form 990, Part VII, SECTION A NAME THIS ORGANIZATION OTHER AFFILIATES TOTAL ALESSANDRA DE VACA 5 45 50 JAMES D. HART 5 45 50 LEN FISHMAN 5 45 50 LOUIS J. WOOLF 5 45 50 JAY L. WEBBER 1 3.5 4.5 JENNIFER SILVER 1 3.5 4.5 OTHER CHANGES IN NET ASSETS OR FUND BALANCES PART XI, LINE 5 RECONCILIATION OF NET ASSETS NET UNREALIZED GAIN ON INVESTMENTS $1,744,352 AND NET CHANGE IN VALUE OF ASSETS HELD BY RECIPIENT ORGANIZATION $10,667. TAX EXEMPT BONDS SCH K, PART I THE 2007 BONDS ARE ISSUED PURSUANT TO A MORTGAGE LOAN AND TRUST AGREEMENT DATED AS OF MAY 1, 2007 (THE "LOAN AND TRUST AGREEMENT") BY AND AMONG MASSACHUSETTS DEVELOPMENT FINANCE AGENCY (THE "AGENCY"), ORCHARD COVE, INC. (THE "CORPORATION") AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE (THE "TRUSTEE"). THE PROCESS OF THE 2007 BONDS, TOGETHER WITH OTHER AVAILABLE FUNDS, WILL BE USED: (I) TO REFUND THE AGENCY'S $31,770,000 OF OUTSTANDING FIRST MORTGAGE REVENUE REFUNDING BONDS (ORCHARD COVE - SERIES 1996A) AND FIRST MORTGAGE REVENUE REFUNDING BONDS (ORCHARD COVE - SERIES 1996B) WHICH WERE ISSUED TO REFINANCE BONDS PREVIOUSLY ISSUED BY THE AGENCY TO FINANCE THE ORIGINAL CONSTRUCTION OF THE CORPORATION'S CONTINUING CARE RETIREMENT COMMUNITY; (II) TO ESTABLISH A DEBT SERVICE RESERVE FUND FOR THE 2007 BONDS; (III) TO FINANCE THE COSTS OF CONSTRUCTING, EQUIPPING AND FURNISHING OF A TWO-STORY ADDITION OF APPROXIMATELY 5,000 SQUARE FEET TO BE BUILT ABOVE A PORTION OF THE EXISTING BUILDING, CREATING APPROXIMATELY FIVE ROOMS FOR SKILLED NURSING BEDS AND APPROXIMATELY FOUR ASSISTANCE-IN-LIVING UNITS; (IV) THE REHABILITATION OF THE CORPORATION'S HEALTH CARE CENTER; AND (V) TO PAY COSTS OF ISSUANCE OF THE 2007 BONDS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.