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. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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 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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
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—2012.
If the organization did not check a 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—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
286,012
239,521
73,219
167,494
85,997
852,243
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......
20,934,168
21,833,932
22,389,189
24,276,294
21,610,852
111,044,435
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
0
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
6
Total. Add lines 1 through 5.
21,220,180
22,073,453
22,462,408
24,443,788
21,696,849
111,896,678
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.)
111,896,678
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
21,220,180
22,073,453
22,462,408
24,443,788
21,696,849
111,896,678
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
850,957
817,850
439,023
424,220
316,180
2,848,230
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
850,957
817,850
439,023
424,220
316,180
2,848,230
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
464,938
184,728
162,182
230,547
330,700
1,373,095
13
Total support. (Add lines 9, 10c, 11, and 12.)..
22,536,075
23,076,031
23,063,613
25,098,555
22,343,729
116,118,003
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 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
96.365 %
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
95.810 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
2.453 %
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
2.860 %
19a
33 1/3% support tests—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2013
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.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
Orchard Cove Inc
Employer identification number
22-3080006
Return Reference
Explanation
Form 990, Part I, Line 1
ORGANIZATION'S MISSION OR MOST SIGNIFICANT ACTIVITIES (CONT'D) CAN ENRICH AND ENHANCE THEIR LIVES, COMBINED WITH THE SAFETY, SECURITY AND HEALTHCARE OPTIONS. FORM 990, PART I, LINE 22 DESCRIPTION OF NEGATIVE ASSETS AT SEPTEMBER 30, 2014, ORCHARD COVE HAD A NEGATIVE ACCUMULATED NET ASSET BALANCE OF $(76,987,132). 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 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 9/30/14 ORCHARD COVE HAD LIABILITIES ON ITS BALANCE SHEET OF $91,566,741 AND $7,064,488 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. FORM 990, PART III, LINE 1 ORGANIZATION'S MISSION (CONT'D) THE MISSION IS TO PROVIDE CONDITIONS THAT FOSTER INDEPENDENCE, HEALTH AND SECURITY FOR PERSONS 62 YEARS OF AGE AND OLDER. ORCHARD COVE ALSO HAS A WELLNESS CENTER FOR THE USE OF MEMBERS AND A HOME HEALTH AGENCY WHICH PROVIDES SERVICES TO MEMBERS AND PEOPLE IN THE COMMUNITY DISCHARGED FROM OTHER HEBREW SENIORLIFE, INC. FACILITIES Form 990, Part III, Line 4d Description of Other Program Services Other program services are those revenues and expenses associated with program services but not directly related to one of the three major categories of Independent & Assistance in Living, Healthcare Center or Home Health. This may include services and/or costs related to the onsite Wellness Center or those so closely intermingled they cannot be accurately ALLOCATED.
FORM 990, PART VI, LINE 6
DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS HEBREW SENIORLIFE IS THE SOLE CORPORATE MEMBER OF ORCHARD COVE, INC.
FORM 990, PART VI, LINE 7A
DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS 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.
Form 990, Part VI, Line 7b
DESCRIPTION OF CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS ULTIMATE GOVERNANCE OF THE CORPORATION RESTS WITH THE BOARD OF DIRECTORS OF THE COMPANY'S SOLE CORPORATE MEMBER, HEBREW SENIORLIFE, INC.
Form 990, Part VI, Line 11
DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 PREPARATION OF THE FORM 990 BEGINS INTERNALLY WITH HEBREW SENIORLIFE STAFF AND ERNST & YOUNG PREPARING THE FORM WITH INPUT PROVIDED BY HEBREW SENIORLIFE. 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 VIEW THE FULL RETURNS PRIOR TO THEIR FILING.
Form 990, Part VI, Line 12C
DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST THE BOARD OF ORCHARD COVE, AN AFFILIATE OF HEBREW SENIORLIFE, VOTED TO ADOPT THE HEBREW SENIORLIFE CONFLICT OF INTEREST POLICY. MONITORING AND DEALING WITH POTENTIAL OR ACTUAL CONFLICTS INDIVIDUALS COVERED UNDER THE CONFLICT OF INTEREST POLICY HAVE AN AFFIRMATIVE DUTY TO DISCLOSE THE EXISTENCE OR POSSIBILITY OF A CONFLICT OF INTEREST AND SHALL BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE HEBREW SENIORLIFE CONFLICTS COMMITTEE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY PROVIDES THAT ANNUALLY, EACH COVERED PERSON SHALL SIGN A STATEMENT AFFIRMING THAT SUCH PERSON RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, READ AND UNDERSTANDS THE POLICY AND AGREES TO COMPLY WITH THE POLICY. THE SIGNED STATEMENT AFFIRMS THAT THE PERSON UNDERSTANDS ORCHARD COVE IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS TAX-EXEMPT STATUS, ORCHARD COVE MUST ENGAGE IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. WHO IS COVERED THE CONFLICT OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS, PERSONS SERVING IN SENIOR STAFF POSITIONS OUTLINED IN AN EXHIBIT ATTACHED TO THE CONFLICT OF INTEREST POLICY, AND ANY OTHER PERSON WHO IS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF ANY OF THE ORGANIZATION OR ANY OF ITS AFFILIATES. LEVEL AT WHICH DETERMINATIONS OF CONFLICT ARE MADE AND WHICH ACTUAL CONFLICTS ARE REVIEWED THE HEBREW SENIORLIFE CONFLICTS COMMITTEE IS RESPONSIBLE FOR DETERMINING IF A CONFLICT OF INTEREST EXISTS AND EVALUATING WHETHER THE ORGANIZATION WHETHER THE ORGANIZATION CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A TRANSACTION THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. THE CONFLICTS COMMITTEE REPORTS ITS FINDINGS TO THE BOARD OF DIRECTORS WHO ARE RESPONSIBLE FOR MAKING A FINAL DETERMINATION ON THE CONFLICT. RESTRICTIONS ON CONFLICTED PERSONS ALL COVERED PERSONS ARE RESTRICTED FROM ENTERING INTO A TRANSACTION WITHOUT DISCLOSING THE ACTUAL OR POTENTIAL CONFLICT TO THE HEBREW SENIORLIFE CONFLICT COMMITTEE AND OBTAINING APPROVAL OF THE BOARD OF DIRECTORS. COVERED PERSONS WITH A CONFLICT MUST LEAVE THE ROOM WHEN TRANSACTIONS GIVING RISE TO THE CONFLICT ARE UNDER DISCUSSION BY THE BOARD OF DIRECTORS.
Form 990, Part VI, Line 15A & 15B
OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN THE COMPENSATION COMMITTEE OF THE HEBREW SENIORLIFE BOARD, WITH THE ASSISTANCE OF INDEPENDENT, EXPERT CONSULTANTS, HAS REVIEWED THE PRESIDENT/CEO'S TOTAL COMPENSATION AND THE COMPENSATION OF ALL OFFICERS AND KEY EMPLOYEES AS WELL AS HIGHLY COMPENSATED EMPLOYEES (>$150,000) OF HSL AND ITS AFFILIATES. 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.
FORM 990, PART VI, LINE 19
AVAILABILITY OF GOVERNING DOCUMENTSS, CONFLICT OF INTEREST POLICY, & FIN STATEMENTS TO GENERAL PUBLIC THE ORGANIZATION'S TAX RETURNS ARE AVAILABLE AT GUIDESTAR. GOVERNING DOCUMENTS ARE AVAILABLE AT THE COMMONWEALTH OF MASSACHUSETTS' WEBSITE. THE TAX RETURNS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE ALSO AVAILABLE UPON REQUEST AT THE OFFICES OF HSL AT 1200 CENTRE ST. BOSTON, MA 02131 OR BY TELEPHONE AND E-MAIL.
FORM 990, PART XI, LINE 9
OTHER CHANGES IN NET ASSETS OR FUND BALANCES Net change in value of assets held by HSL $ 12,443 PRIOR PERIOD ADJUSTMENT: Change in method of accounting for refundable entrance fees due to Accounting Standards Update No. 2012-01 (ASU 2012-01). ($45,458,225) ------------------ TOTAL OTHER CHANGES IN NET ASSETS OR FUND BALANCES ($45,445,812)
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.