TY 2014 Form 990

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	0	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....	44,050	44,050
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............	0	0
4	Benefits paid to or for members ....	0	0
5	Compensation of current officers, directors, trustees, and key employees ....	0	0	0	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0	0	0	0
7	Other salaries and wages ....	9,048,573	8,016,533	1,032,040	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	93,463	82,803	10,660	0
9	Other employee benefits .......	1,271,765	1,126,713	145,052	0
10	Payroll taxes ...........	715,670	634,044	81,626	0
11	Fees for services (non-employees):
a	Management ......	0	0	0	0
b	Legal .........	13,597	0	13,597	0
c	Accounting ...........	59,032	0	59,032	0
d	Lobbying ...........	3,082	3,082	0	0
e	Professional fundraising services. See Part IV, line 17	0			0
f	Investment management fees ......	1,795	0	1,795	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	76,774	36,622	40,152
12	Advertising and promotion ....	14,214	3,246	10,968	0
13	Office expenses .......	691,278	221,486	469,792	0
14	Information technology ......	1,400	1,400	0	0
15	Royalties ..	0	0	0	0
16	Occupancy ...........	1,724,863	1,700,863	24,000	0
17	Travel ............	36,646	27,092	9,554	0
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0	0	0	0
19	Conferences, conventions, and meetings ....	16,930	10,763	6,167	0
20	Interest ...........	1,415,607	1,254,149	161,458	0
21	Payments to affiliates .......	1,505,045	1,416,930	88,115	0
22	Depreciation, depletion, and amortization .....	3,931,836	3,483,388	448,448	0
23	Insurance ..............	134,459	126,673	7,786	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	RENTALS, REPAIRS & MAINTEN	443,155	443,155		0
b	FOOD/CULINARY	1,472,865	1,472,865	0	0
c	ACTIVITIES	183,010	159,064	23,946	0
d	MEDICAL	272,164	272,164	0	0
e	All other expenses	215,434	183,183	32,251
25	Total functional expenses. Add lines 1 through 24e	23,386,707	20,720,268	2,666,439	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).	0

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	2,223,902	1	3,842,799
2	Savings and temporary cash investments .........	480,863	2	75,713
3	Pledges and grants receivable, net ...........	0	3	0
4	Accounts receivable, net .............	1,801,645	4	2,320,405
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
		0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	0	8	0
9	Prepaid expenses and deferred charges ..........	183,583	9	188,416
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	84,293,519
b	Less: accumulated depreciation .....	10b	56,571,558	30,031,967	10c	27,721,961
11	Investments—publicly traded securities ..........	20,356,745	11	16,589,279
12	Investments—other securities. See Part IV, line 11 .....	0	12	0
13	Investments—program-related. See Part IV, line 11 .....	0	13	0
14	Intangible assets ...............	0	14	0
15	Other assets. See Part IV, line 11 ...........	669,974	15	586,118
16	Total assets. Add lines 1 through 15 (must equal line 34)......	55,748,679	16	51,324,691
	17	Accounts payable and accrued expenses .........	2,374,356	17	1,900,006
18	Grants payable .................	0	18	0
19	Deferred revenue ................	7,064,488	19	7,011,885
20	Tax-exempt bond liabilities .............	29,655,148	20	28,332,829
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	480,863	21	75,713
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	93,160,956	25	94,551,000
26	Total liabilities. Add lines 17 through 25.........	132,735,811	26	131,871,433
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	-77,252,436	27	-80,780,712
28	Temporarily restricted net assets ...........	125,434	28	94,050
29	Permanently restricted net assets ...........	139,870	29	139,920
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-76,987,132	33	-80,546,742
34	Total liabilities and net assets/fund balances ........	55,748,679	34	51,324,691

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

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.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

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.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

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.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. 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 ....................... right arrow

33 1/3% support test—2013. 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 ..................... right arrow

17a

10%-facts-and-circumstances test—2014. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	239,521	73,219	167,494	85,997	54,169	620,400
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......	21,833,932	22,389,189	24,276,294	21,610,852	20,576,438	110,686,705
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.	22,073,453	22,462,408	24,443,788	21,696,849	20,630,607	111,307,105
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.)						111,307,105

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...	22,073,453	22,462,408	24,443,788	21,696,849	20,630,607	111,307,105
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	817,850	439,023	424,220	316,180	345,956	2,343,229
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.						0
c	Add lines 10a and 10b.	817,850	439,023	424,220	316,180	345,956	2,343,229
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 VI.) ..	184,728	162,182	230,547	330,700	327,345	1,235,502
13	Total support. (Add lines 9, 10c, 11, and 12.)..	23,076,031	23,063,613	25,098,555	22,343,729	21,303,908	114,885,836

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

96.885 %

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

96.360 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

2.040 %

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

2.450 %

19a

33 1/3% support tests—2014. 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 ....... right arrow

33 1/3% support tests—2013. 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 .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

Information about Schedule C (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

If the organization answered "Yes" to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" to Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

Orchard Cove Inc

Employer identification number

22-3080006

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2014

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2014

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Yes

3,082

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

3,082

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation
LOBBYING ACTIVITIES	SCHEDULE C, PART II-B, LINE 1F ORCHARD COVE MAINTAINS MEMBERSHIPS WITH CERTAIN ASSOCIATIONS. OF THE TOTAL DUES PAID, $3,082 WAS USED FOR LOBBYING FOR ELDER CARE.

Schedule C (Form 990 or 990EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

Orchard Cove Inc

Employer identification number

22-3080006

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	41,510	32,664	22,010	10,910	18,273
b	Contributions ........	50
c	Net investment earnings, gains, and losses	-11,024	12,444	17,427	20,567	-3,948
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	10,227	3,598	6,773	9,467	3,415
f	Administrative expenses ....
g	End of year balance ......	20,309	41,510	32,664	22,010	10,910

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

100.000 %

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

Yes

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Yes

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	0	611,134		611,134
b	Buildings ................	0	66,677,632	43,904,242	22,773,390
c	Leasehold improvements ............
d	Equipment ................	0	4,370,113	1,880,107	2,490,006
e	Other .................	0	12,634,640	10,787,209	1,847,431
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......					27,721,961

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
Interest payable		726,462
ADVANCES DUE - HEBREW REHAB CENTER		507,549
Management fee payable		133,768
Refundable entrance fees		93,183,221





Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		94,551,000
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	19,961,440
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	-1,616,220
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	-11,053
e	Add lines 2a through 2d .....................			2e	-1,627,273
3	Subtract line 2e from line 1.....................			3	21,588,713
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	21,588,713

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	23,521,050
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d	134,343
e	Add lines 2a through 2d......................			2e	134,343
3	Subtract line 2e from line 1.....................			3	23,386,707
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	23,386,707

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
SCHEDULE D, PART IV AND PART X, LINE 1(a)(5) & 1(b)(5)	ESCROW ACCOUNT LIABILITY REPRESENTS 10% OF ENTRANCE FEE DEPOSITS RECEIVED FROM FUTURE RESIDENTS. THESE AMOUNTS ARE APPLIED AGAINST ENTRANCE FEES DUE WHEN RESIDENTS MOVE IN.
SCHEDULE D, PART V, LINE 4	USE OF ENDOWMENT FUNDS ENDOWMENT AND QUASI-ENDOWMENT USES INCLUDE RESEARCH, EDUCATION AND CARE OF RESIDENTS OF OUR VARIOUS FACILITIES. SCHEDULE D, PART X, LINE 2 FIN 48/ASC 740 DISCLOSURE ORCHARD COVE'S FINANCIAL STATEMENTS DO NOT INCLUDE A FOOTNOTE RELATED TO FIN 48/ASC 740.
SCHEDULE D, PART XI, LINE 2D	OTHER CHANGES IN NET ASSETS OR FUND BALANCES NET CHANGE IN VALUE OF ASSETS HELD BY HSL ($11,053) Schedule D, Part XII, Line 2d Other changes in Net Assets or Fund Balances Transfer of Assets to Hebrew SeniorLife Hospice Care (134,343)

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
Orchard Cove Inc

Employer identification number
22-3080006

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) SCHOLARSHIPS	20	44,050

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
SCHEDULE I, PART III, LINE 1	PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS ORCHARD COVE, INC. MAINTAINS A SCHOLARSHIP PROGRAM WHICH IS DESIGNED TO PROVIDE EMPLOYEES WITH FINANCIAL ASSISTANCE TO FURTHER THEIR EDUCATION, IN ORDER TO IMPROVE WORK PERFORMANCE AND INCREASE STAFF RETENTION. REQUESTS FOR FINANCIAL ASSISTANCE ARE VOTED UPON BY A MEMBER COMMITTEE, CHAIRED BY A DIRECTOR OF ORCHARD COVE. FUNDS ARE AWARDED ON A NON-DISCRIMINATORY BASIS. PAYMENTS ARE MADE DIRECTLY TO EDUCATIONAL INSTITUTIONS ON BEHALFS OF EMPLOYEES.

Return Reference

Explanation

SCHEDULE I, PART III, LINE 1

PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS ORCHARD COVE, INC. MAINTAINS A SCHOLARSHIP PROGRAM WHICH IS DESIGNED TO PROVIDE EMPLOYEES WITH FINANCIAL ASSISTANCE TO FURTHER THEIR EDUCATION, IN ORDER TO IMPROVE WORK PERFORMANCE AND INCREASE STAFF RETENTION. REQUESTS FOR FINANCIAL ASSISTANCE ARE VOTED UPON BY A MEMBER COMMITTEE, CHAIRED BY A DIRECTOR OF ORCHARD COVE. FUNDS ARE AWARDED ON A NON-DISCRIMINATORY BASIS. PAYMENTS ARE MADE DIRECTLY TO EDUCATIONAL INSTITUTIONS ON BEHALFS OF EMPLOYEES.

Schedule I (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

Orchard Cove Inc

Employer identification number

22-3080006

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1ALINE RUSSOTTOEXECUTIVE DIRECTOR	(i) (ii)	134,297 ............................... 0	10,608 ............................... 0	60 ............................... 0	3,065 ............................... 0	26,900 ............................... 0	174,930 ............................... 0	0 ............................... 0
2CAROLE JOHNSONDIRECTOR, FINANCIAL SERVICES	(i) (ii)	119,833 ............................... 0	0 ............................... 0	138 ............................... 0	2,677 ............................... 0	31,297 ............................... 0	153,945 ............................... 0	0 ............................... 0
3DEBORA SYMONDSDIRECTOR OF NURSING	(i) (ii)	116,583 ............................... 0	0 ............................... 0	396 ............................... 0	2,388 ............................... 0	33,241 ............................... 0	152,608 ............................... 0	0 ............................... 0
4LOUIS J WOOLFPRESIDENT & CEO	(i) (ii)	0 ............................... 647,158	0 ............................... 158,951	0 ............................... 594	0 ............................... 55,100	0 ............................... 78,040	0 ............................... 939,843	0 ............................... 0
5KATELYN QUYNNVP DEVELOPMENT	(i) (ii)	0 ............................... 348,195	0 ............................... 30,000	0 ............................... 258	0 ............................... 22,600	0 ............................... 42,473	0 ............................... 443,526	0 ............................... 0
6JAMES D HARTCFO & SECRETARY	(i) (ii)	0 ............................... 298,618	0 ............................... 49,860	0 ............................... 258	0 ............................... 5,100	0 ............................... 43,827	0 ............................... 397,663	0 ............................... 0
7MARY MOSCATOPRESIDENT, HSL HLTH CR SRVC	(i) (ii)	0 ............................... 285,904	0 ............................... 26,951	0 ............................... 258	0 ............................... 5,100	0 ............................... 50,857	0 ............................... 369,070	0 ............................... 0
8FRANCIS X HINCKLEYCIO, THRU MAY 2015	(i) (ii)	0 ............................... 219,304	0 ............................... 0	0 ............................... 258	0 ............................... 1,673	0 ............................... 52,522	0 ............................... 273,757	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
SCHEDULE J, PART I, LINE 3	SUPPLEMENTAL COMPENSATION INFORMATION ORCHARD COVE, INC. RELIES UPON HEBREW SENIORLIFE AS THE PARENT ORGANIZAITON TO ESTABLISH THE COMPENSATION OF THE ORGANIZATIONS' CEO, PRESIDENT AND CFO. HSL UTILIZES THE FOLLOWING IN ESTABLISHING SUCH COMPENSATION: -COMPENSATION COMMITTEE -WRITTEN EMPLOYMENT CONTRACT -INDEPENDENT COMPENSATION CONSULTANT -COMPENSATION SURVEY OR STUDY -APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE
SCHEDULE J, PART I, LINE 4B	LOUIS J. WOOLF, PRESIDENT OF HSL PARTICIPATED IN A 457(F) SUPPLEMENTAL RETIREMENT PLAN, THAT INCLUDED $50,000 OF EMPLOYER CONTRIBUTIONS DURING THE YEAR. THIS AMOUNT IS INCLUDED IN THE DEFERRED COMPENSATION SECTION SHOWN IN PART VII.

Return Reference

Explanation

SCHEDULE J, PART I, LINE 3

SUPPLEMENTAL COMPENSATION INFORMATION ORCHARD COVE, INC. RELIES UPON HEBREW SENIORLIFE AS THE PARENT ORGANIZAITON TO ESTABLISH THE COMPENSATION OF THE ORGANIZATIONS' CEO, PRESIDENT AND CFO. HSL UTILIZES THE FOLLOWING IN ESTABLISHING SUCH COMPENSATION: -COMPENSATION COMMITTEE -WRITTEN EMPLOYMENT CONTRACT -INDEPENDENT COMPENSATION CONSULTANT -COMPENSATION SURVEY OR STUDY -APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE

SCHEDULE J, PART I, LINE 4B

LOUIS J. WOOLF, PRESIDENT OF HSL PARTICIPATED IN A 457(F) SUPPLEMENTAL RETIREMENT PLAN, THAT INCLUDED $50,000 OF EMPLOYER CONTRIBUTIONS DURING THE YEAR. THIS AMOUNT IS INCLUDED IN THE DEFERRED COMPENSATION SECTION SHOWN IN PART VII.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
Orchard Cove Inc

Employer identification number
22-3080006

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MASSACHUSETTS DEVELOPMENT FINANCE AUTHORITY	04-3431814	57583RLP8	05-01-2007	35,875,000	SEE PART VI		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	31,951,080
2 Amount of bonds legally defeased . . . . . . . . . . .	0
3 Total proceeds of issue . . . . . . . . . . . . . .	39,332,705
4 Gross proceeds in reserve funds . . . . . . . . . . . .	2,801,613
5 Capitalized interest from proceeds . . . . . . . . . . .	0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0
7 Issuance costs from proceeds . . . . . . . . . . . .	717,500
8 Credit enhancement from proceeds . . . . . . . . . . .	0
9 Working capital expenditures from proceeds . . . . . . . . .	0
10 Capital expenditures from proceeds . . . . . . . . . . .	3,862,512
11 Other spent proceeds . . . . . . . . . . . . . .	0
12 Other unspent proceeds . . . . . . . . . . . . . .	0
13 Year of substantial completion . . . . . . . . . . . .	2009
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2014

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .
6 Total of lines 4 and 5 . . . . . . . . . . . . .
7 Does the bond issue meet the private security or payment test? . . . . .		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .	X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? . .		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . .	X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed . . . . . .
3 Is the bond issue a variable rate issue? . . . .		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X
b Name of provider . . . . . . . . .	0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2014

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X
b Name of provider . . . . . . . . .	0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
FORM 990, SCHEDULE K, PART I, LINE F AND PART II, LINE 3	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 PROCEEDS 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 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 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 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.
FORM 990, SCHEDULE K, PART I, LINE E
FORM 990, SCHEDULE K, PART IV, LINE 2C

Schedule K (Form 990) 2014

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

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, 2015, ORCHARD COVE HAD A NEGATIVE ACCUMULATED NET ASSET BALANCE OF $(80,546,742). 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 9/30/15 ORCHARD COVE HAD LIABILITIES ON ITS BALANCE SHEET OF $93,183,221 AND $7,011,885 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 3 CEASE CONDUCTING OF PROGRAM SERVICE EFFECTIVE MARCH 31, 2015, THE MEDICARE CERTIFIED HOME HEALTH AGENCY ACTIVITY WAS TRANSFERRED TO HEBREW SENIORLIFE HOSPICE CARE, INC. 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. AND PROVIDES MANAGEMENT SUPPORT AS NEEDED AND FUNDRAISING SERVICES TO ORCHARD COVE AND TO ITS OTHER AFFILIATES.
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, INC. 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, Lines 13 & 14 Whistleblower and document retention and destruction policies The board of Orchard Cove, Inc. voted to adopt the Hebrew Seniorlife, Inc. whistleblower and document retention and destruction policies.
FORM 990, PART VI, LINE 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 ($11,053) Transfer of Net assets to Hebrew Seniorlife Hospice Care, Inc ($134,343) --------------------------------------------------------------------- Total Other Changes in Net Assets ($145,396)

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

Orchard Cove Inc

Employer identification number

22-3080006

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) HEBREW SENIORLIFE INC 1200 CENTRE STREET BOSTON,MA02131 90-0182119	MGMT SERVICES	MA	501(C)(3)	7	NA		No
(2) HRCA SENIOR HOUSING INC 640 NORTH MAIN STREET RANDOLPH,MA02368 04-2765428	ELDER HOUSING	MA	501(C)(3)	9	HSL	Yes
(3) CENTER COMMUNITIES OF BROOKLINE INC 100 CENTRE STREET BROOKLINE,MA02446 01-0569404	ELDER HOUSING	MA	501(C)(3)	9	HSL	Yes
(4) HRCA BROOKLINE HOUSING 112-120 CENTRE 112-120 CENTRE STREET BROOKLINE,MA02446 03-0372998	ELDER HOUSING	MA	501(C)(3)	9	HSL	Yes
(5) HRCA BROOKLINE HOUSING 1550 BEACON 1550 BEACON STREET BROOKLINE,MA02446 01-0569403	ELDER HOUSING	MA	501(C)(3)	9	HSL	Yes
(6) HRCA HOUSING FOR ELDERLY INC 420 REVERE BEACH BOULEVARD REVERE,MA02151 04-2543731	ELDER HOUSING	MA	501(C)(3)	9	HSL	Yes
(7) NEWBRIDGE ON THE CHARLES 1200 CENTRE STREET BOSTON,MA02131 38-3707573	ELDER HOUSING	MA	501(C)(3)	9	HSL	Yes
(8) HRCA BROOKLINE HOUSING 108 CENTRE 1200 CENTRE STREET BOSTON,MA02131 81-0612222	ELDER HOUSING	MA	501(C)(3)	11B	HSL	Yes
(9) HEBREW REHABILITATION CENTER 1200 CENTRE STREET BOSTON,MA02131 04-2104298	HOSPITAL	MA	501(C)(3)	3	HSL	Yes
(10) HEBREW SENIORLIFE HOSPICE CARE INC 1200 CENTRE STREET BOSTON,MA02131 46-1309228	HOSPICE CARE	MA	501(C)(3)	9	HSL	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) HSL PAYROLL SERVICES INC 100 CENTRE STREET BROOKLINE,MA02446 04-2684823	PAYROLL SERVICES	MA	NA	C-CORP				No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) HEBREW SENIORLIFE inc	M	54,169	ACTUAL
(2) HEBREW SENIORLIFE inc	K	866,825	CONTRACT
(3) HEBREW SENIORLIFE inc	M	772,565	CONTRACT
(4) HEBREW SENIORLIFE inc	P	830,877	ACTUAL
(5) HEBREW SENIORLIFE inc	P	129,275	ACTUAL
(6) HEBREW REHABILITATION CENTER inc	Q	261,931	ACTUAL
(7) HEBREW REHABILITATION CENTER inc	P	2,023,389	ACTUAL
(8) HEBREW SENIORLIFE HOSPICE CARE inc	R	695,053	ACTUAL
(9) HEBREW SENIORLIFE HOSPICE CARE inc	G	134,343	ACTUAL

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO OPERATE A CONTINUING CARE RETIREMENT COMMUNITY THAT PROVIDES SENIORS WITH INDEPENDENT LIVING CHOICES THAT (SEE SCHEDULE O)
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	4
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	2
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	300
6	Total number of volunteers (estimate if necessary) .............	6	2
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	85,997	54,169
9	Program service revenue (Part VIII, line 2g) .........	21,610,852	20,576,438
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	350,009	597,989
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	361,146	360,117
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	22,408,004	21,588,713
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	39,000	44,050
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	12,406,821	11,129,471
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	12,708,648	12,213,186
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	25,154,469	23,386,707
19	Revenue less expenses. Subtract line 18 from line 12.......	-2,746,465	-1,797,994
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	55,748,679	51,324,691
21	Total liabilities (Part X, line 26).............	132,735,811	131,871,433
22	Net assets or fund balances. Subtract line 21 from line 20.....	-76,987,132	-80,546,742

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 13,713,989 including grants of $ 44,050 ) (Revenue $ 12,582,804 )
	ORCHARD COVE HAS 227 INDEPENDENT LIVING UNITS AND 28 ASSISTANCE IN LIVING UNITS WITH THE INTENT TO PROVIDE CONDITIONS THAT FOSTER INDEPENDENCE, HEALTH AND SECURITY FOR PERSONS AGED 62 AND OLDER.

4b	(Code: ) (Expenses $ 5,291,866 including grants of $ 0 ) (Revenue $ 6,162,207 )
	ORCHARD COVE HAS A 45 BED SKILLED NURSING UNIT WITH THE INTENT TO PROVIDE CONDITIONS THAT FOSTER INDEPENDENCE, HEALTH AND SECURITY FOR PERSONS REQUIRING A SKILLED NURSING SETTING.

4c	(Code: ) (Expenses $ 1,578,617 including grants of $ 0 ) (Revenue $ 1,831,427 )
	ORCHARD COVE'S HOME HEALTH AGENCY PROVIDES SERVICES TO MEMBERS AND PEOPLE IN THE COMMUNITY DISCHARGED FROM OTHER HEBREW SENIORLIFE, INC. FACILITIES.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 135,796 including grants of $ 0 ) (Revenue $ 298,334 )
4e	Total program service expenses20,720,268

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) LOUIS J WOOLF........................................................................ PRESIDENT & CEO	5.0 .......................45.0	X	X			0	806,702	133,140
(2) JAMES D HART........................................................................ CFO & SECRETARY	5.0 .......................45.0	X	X			0	348,736	48,927
(3) MARSHA COHEN........................................................................ TREASURER	1.0 .......................3.5	X	X			0	0	0
(4) TODD FINARD........................................................................ CHAIR	1.0 .......................3.5	X	X			0	0	0
(5) FRANCIS X HINCKLEY........................................................................ CIO, THRU MAY 2015	15.0 .......................35.0		X			0	219,562	54,195
(6) PETER INGRAM........................................................................ CIO, FROM JULY 27, 2015	15.0 .......................35.0		X			0	0	0
(7) KATELYN QUYNN........................................................................ VP DEVELOPMENT	3.0 .......................47.0			X		0	378,453	65,073
(8) MARY MOSCATO........................................................................ PRESIDENT, HSL HLTH CR SRVC	5.0 .......................45.0			X		0	313,113	55,957
(9) ALINE RUSSOTTO........................................................................ EXECUTIVE DIRECTOR	50.0 .......................0.0				X	144,965	0	29,965
(10) CAROLE JOHNSON........................................................................ DIRECTOR, FINANCIAL SERVICES	50.0 .......................0.0				X	119,971	0	33,974
(11) DEBORA SYMONDS........................................................................ DIRECTOR OF NURSING	50.0 .......................0.0				X	116,979	0	35,629
(12) JOHN RALSTON........................................................................ DIRECTOR, CULINARY	50.0 .......................0.0				X	107,129	0	25,983
(13) KIM PORTELLO........................................................................ HOME HEALTH REHAB MANAGER	50.0 .......................0.0				X	105,536	0	26,024

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	594,580	2,066,566	508,867

(A) Name and business address	(B) Description of services	(C) Compensation
NONE,




2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c		0
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		54,169

g	Noncash contributions included in lines 1a-1f:$		0
h	Total. Add lines 1a-1f.......			54,169
			Business Code
2a	INDPEN & ASSISTED LIVING		623311	12,582,804	12,582,804	0	0
b	HEALTH CARE CENTER		623110	6,162,207	6,162,207	0	0
c	HOME HEALTH		621610	1,831,427	1,831,427	0	0
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			20,576,438
3	Investment income (including dividends, interest, and other similar amounts).......			284,173			284,173
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents	61,783
b	Less: rental expenses	0
c	Rental income or (loss)	61,783	0
d	Net rental income or (loss).......			61,783			61,783
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	9,937,903
b	Less: cost or other basis and sales expenses	9,624,087
c	Gain or (loss)	313,816
d	Net gain or (loss)..........			313,816			313,816
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a		94,892
b	Less: cost of goods sold ..b		29,011
c	Net income or (loss) from sales of inventory..			65,881	65,881
Miscellaneous Revenue			Business Code
11a	MEMBER MEALS		722210	83,579	83,579	0	0
b	GUEST SUITE RENTAL		721000	58,652	58,652	0	0
c	MISCELLANEOUS		900099	90,222	90,222	0	0
d	All other revenue ....
e	Total. Add lines 11a–11d ......			232,453
12	Total revenue. See Instructions......			21,588,713	20,874,772	0	659,772


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			2,223,902	1	3,842,799
2	Savings and temporary cash investments .........			480,863	2	75,713
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			1,801,645	4	2,320,405
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			183,583	9	188,416
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	84,293,519
b	Less: accumulated depreciation .....	10b	56,571,558	30,031,967	10c	27,721,961
11	Investments—publicly traded securities ..........			20,356,745	11	16,589,279
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			669,974	15	586,118
16	Total assets. Add lines 1 through 15 (must equal line 34)......			55,748,679	16	51,324,691
17	Accounts payable and accrued expenses .........			2,374,356	17	1,900,006
18	Grants payable .................			0	18	0
19	Deferred revenue ................			7,064,488	19	7,011,885
20	Tax-exempt bond liabilities .............			29,655,148	20	28,332,829
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			480,863	21	75,713
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			93,160,956	25	94,551,000
26	Total liabilities. Add lines 17 through 25.........			132,735,811	26	131,871,433
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			-77,252,436	27	-80,780,712
28	Temporarily restricted net assets ...........			125,434	28	94,050
29	Permanently restricted net assets ...........			139,870	29	139,920
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			-76,987,132	33	-80,546,742
34	Total liabilities and net assets/fund balances ........			55,748,679	34	51,324,691