THE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY AND AFFILIATES CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2015 AND 2014 THE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY AND AFFILIATES TABLE OF CONTENTS YEARS ENDED DECEMBER 31, 2015 AND 2014 INDEPENDENT AUDITORS' REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS 3 CONSOLIDATED STATEMENTS OF OPERATIONS 5 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS 6 CONSOLIDATED STATEMENTS OF CASH FLOWS 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8 INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION 35 SUPPLEMENTAL INFORMATION CONSOLIDATED DEPARTMENTAL SUMMARY OF OPERATING EXPENSES 36 CONSOLIDATED SUMMARY OF RESOURCE DEVELOPMENT ACTIVITY 38 2015 CONSOLIDATING FINANCIAL STATEMENTS CONSOLIDATING BALANCE SHEET 39 CONSOLIDATING STATEMENT OF OPERATIONS 43 CONSOLIDATING STATEMENT OF CHANGES IN NET ASSETS 45 CONSOLIDATING STATEMENT OF CASH FLOWS 47 2015 CONSOLIDATING OBLIGATED GROUP FINANCIAL STATEMENTS CONSOLIDATING OBLIGATED GROUP BALANCE SHEET 51 CONSOLIDATING OBLIGATED GROUP STATEMENT OF OPERATIONS 53 CONSOLIDATING OBLIGATED GROUP STATEMENT OF CHANGES IN NET ASSETS 54 CONSOLIDATING OBLIGATED GROUP STATEMENT OF CASH FLOWS 55 2014 CONSOLIDATING FINANCIAL STATEMENTS CONSOLIDATING BALANCE SHEET 56 CONSOLIDATING STATEMENT OF OPERATIONS 60 THE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY AND AFFILIATES TABLE OF CONTENTS (CONTINUED) YEARS ENDED DECEMBER 31, 2015 AND 2014 CONSOLIDATING STATEMENT OF CHANGES IN NET ASSETS 62 CONSOLIDATING STATEMENT OF CASH FLOWS 64 2014 CONSOLIDATING OBLIGATED GROUP FINANCIAL STATEMENTS CONSOLIDATING OBLIGATED GROUP BALANCE SHEET 68 CONSOLIDATING OBLIGATED GROUP STATEMENT OF OPERATIONS 70 CONSOLIDATING OBLIGATED GROUP STATEMENT OF CHANGES IN NET ASSETS 71 CONSOLIDATING OBLIGATED GROUP STATEMENT OF CASH FLOWS 72 CliftonLarsonAllen LLP CLAconnect.com INDEPENDENT AUDITORS' REPORT Board of Directors The Evangelical Lutheran Good Samaritan Society and Affiliates Sioux Falls, South Dakota We have audited the accompanying consolidated financial statements of The Evangelical Lutheran Good Samaritan Society and Affiliates (the Society) (a North Dakota corporation) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in net assets, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. An independent member of Nexia International (1) Board of Directors The Evangelical Lutheran Good Samaritan Society and Affiliates Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Society and its subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. CliftonLarsonAllen LLP Minneapolis, Minnesota April 25, 2016 (2) THE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY AND AFFILIATES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (DOLLAR AMOUNTS IN THOUSANDS) 2015 2014 ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 1 7,468 $ 15,600 Investments 3 34,002 384,047 Accounts Receivable, Net 9 8,515 8 3,846 Notes and Other Current Receivables 1,547 1,911 Inventory 3,965 4,016 Prepaid Expenses 6,375 3,544 Securities Lending - Collateral Held for Loaned Securities 1 9,754 2 5,325 Total Current Assets 4 81,626 518,289 ASSETS LIMITED AS TO USE Investments 1 27,258 7 5,051 Securities Lending - Investments Loaned to Broker 1 9,716 2 5,127 Total Assets Limited as to Use, Less Current Portion 1 46,974 100,178 PROPERTY AND EQUIPMENT Land and Land Improvements 1 68,391 160,874 Buildings and Improvements 1,498,497 1,447,061 Furniture and Equipment 2 88,879 262,085 Vehicles 1 9,731 1 8,815 Total 1,975,498 1,888,835 Less: Accumulated Depreciation ( 1,053,330) (998,174) Subtotal 9 22,168 890,661 Construction and Development 1 27,943 110,593 Total Property and Equipment 1,050,111 1,001,254 OTHER ASSETS Investments 3 3,336 3 3,804 Other Assets 7 4,002 3 3,878 Unamortized Financing Fees 7,071 4,446 Total Other Assets 1 14,409 7 2,128 Total Assets $ 1,793,120 $ 1,691,849 See accompanying Notes to Consolidated Financial Statements. (3) 2015 2014 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Current Maturities of Long-Term Debt $ 1 9,920 $ 15,519 Resident Funds and Prepaid Rents 9,138 5,560 Accounts Payable 4 5,296 4 0,221 Accrued Expenses: Salaries and Wages 1 9,999 1 7,196 Vacation 2 7,694 2 6,987 Employee Benefits and Payroll Taxes 1 2,548 1 0,217 Insurance 3 6,355 3 8,698 Interest 1,927 1,569 Current Portion of Housing Entry Fees 8,687 8,687 Securities Lending - Payable Under Investment Loan Agreement 2 0,268 2 5,874 Other Current Liabilities 9,835 8,808 Total Current Liabilities 2 11,667 199,336 LONG-TERM DEBT, Less Current Maturities 7 02,515 590,021 OTHER LIABILITIES Non-Refundable Housing Entry Fees 1 9,015 1 7,775 Refundable Housing Entry Fees 9 7,979 8 7,297 Annuities and Other Liabilities 8,617 9,165 Total Other Liabilities 1 25,611 114,237 Total Liabilities 1,039,793 9 03,594 NET ASSETS Unrestricted: Unrestricted 6 64,487 697,970 Non-Controlling Interest 1 1,601 1 1,890 Total Unrestricted 6 76,088 709,860 Temporarily Restricted 5 8,622 5 9,589 Permanently Restricted 1 8,617 1 8,806 Total Net Assets 7 53,327 788,255 Total Liabilities and Net Assets $ 1,793,120 $ 1,691,849 (4) THE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY AND AFFILIATES CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2015 AND 2014 (DOLLAR AMOUNTS IN THOUSANDS) 2015 2014 OPERATING REVENUE Housing and Services $ 968,015 $ 938,525 Resource Development 4,784 8,428 Net Assets Released from Restrictions for Operating Purposes 2,539 3,077 Other Revenue 3 6,439 3 2,242 Total Operating Revenue 1,011,777 9 82,272 OPERATING EXPENSE Housing and Services 6 88,063 669,892 Administrative 1 76,429 168,143 Employee Health Benefits 5 1,058 4 6,468 Resource Development 3,402 3,972 General Insurance 1 9,011 2 1,583 Interest 2 3,517 2 2,971 Depreciation 7 4,078 6 9,352 Total Operating Expense 1,035,558 1,002,381 OPERATING LOSS (23,781) (20,109) NONOPERATING GAINS (LOSSES) AND OTHER SUPPORT Interest Income 8,009 6,415 Realized Gain on Investments 9,647 4,559 Unrealized Gain (Loss) on Investments (15,994) 1 3,306 Loss on Disposal and Impairment of Property (8,465) (10,149) Loss on Extinguishment of Debt (4,560) (1,355) Total Nonoperating Gains (Losses) and Other Support (11,363) 1 2,776 DEFICIT OF REVENUE OVER EXPENSE (35,144) (7,333) Net Assets Released from Restrictions for Capital Purposes 3,354 7,880 Change in Non-Controlling Interest 947 1,477 CHANGE IN UNRESTRICTED NET ASSETS BEFORE DISCONTINUED OPERATIONS (30,843) 2,024 LOSS FROM DISCONTINUED OPERATIONS (2,929) (7,361) CHANGE IN UNRESTRICTED NET ASSETS $ (33,772) $ (5,337) See accompanying Notes to Consolidated Financial Statements. (5) THE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY AND AFFILIATES CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS YEARS ENDED DECEMBER 31, 2015 AND 2014 (DOLLAR AMOUNTS IN THOUSANDS) 2015 Temporarily Permanently Unrestricted Restricted Restricted Total Deficit of Revenue over Expense $ ( 35,144) $ - $ - $ (35,144) Net Assets Released from Restrictions for Capital Purposes 3 ,354 - - 3,354 Net Assets Released from Restrictions - (5,893) - (5,893) Restricted Contributions - 4,926 1 47 5,073 Change in Non-Controlling Interest 947 - - 947 Decrease in Beneficial Interest in Perpetual Trust - - (336) (336) Change in Net Assets before Discontinued Operations (30,843) (967) (189) (31,999) Loss from Discontinued Operations (2,929) - - (2,929) Change in Net Assets ( 33,772) (967) (189) ( 34,928) Net Assets - Beginning of year 709,860 59,589 18,806 788,255 Net Assets - End of Year $ 676,088 $ 58,622 $ 18,617 $ 753,327 2014 Temporarily Permanently Unrestricted Restricted Restricted Total Deficit of Revenue over Expense $ ( 7,333) $ - $ - $ ( 7,333) Net Assets Released from Restrictions for Capital Purposes 7 ,880 - - 7,880 Net Assets Released from Restrictions - ( 10,957) - ( 10,957) Restricted Contributions - 10,436 2 04 10,640 Change in Non-Controlling Interest 1 ,477 - - 1,477 Decrease in Beneficial Interest in Perpetual Trust - - (109) (109) Change in Net Assets before Discontinued Operations 2 ,024 (521) 95 1,598 Loss from Discontinued Operations (7,361) (55) - (7,416) Change in Net Assets (5,337) (576) 95 (5,818) Net Assets - Beginning of Year 715,197 60,165 18,711 794,073 Net Assets - End of Year $ 709,860 $ 59,589 $ 18,806 $ 788,255 See accompanying Notes to Consolidated Financial Statements. (6) THE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY AND AFFILIATES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2015 AND 2014 (DOLLAR AMOUNTS IN THOUSANDS) 2015 2014 CASH FLOWS FROM OPERATING ACTIVITIES Change in Net Assets $ (34,928) $ (5,818) Adjustments to Reconcile Change in Net Assets to Net Cash Provided by Operating Activities: Reconciling Items Included in Discontinued Operations 2,728 6,110 Depreciation 74,078 69,352 Amortization (719) 57 Provision for Bad Debts 1,129 (2,496) Housing Entry Fees and Annuities Revenue (3,404) (3,278) Realized and Unrealized (Gain) Loss on Investments 6,347 (17,865) Change in Beneficial Interest in Perpetual Trusts 3 36 109 Loss on Disposal and Impairment of Property 8,465 10,149 Loss on Refinancing of Debt 4,560 1,355 Change in Non-Controlling Interest (947) (1,477) Reclassification of Restricted Contributions (2,463) (4,812) Change in Assets: Accounts Receivable (10,451) 6,115 Other Current Assets (2,906) 618 Change in Liabilities: Resident Funds, Prepaid Rents and Accounts Payable 1,954 5,270 Accrued Expenses and Other Current Liabilities 9,108 (1,772) Net Cash Provided by Operating Activities 52,887 61,617 CASH FLOWS FROM INVESTING ACTIVITIES Change in Investments 4 81 29,436 Change in Notes Receivable and Other Assets (7,049) (3,450) Business Acquisitions (37,000) (18,250) Property Additions (131,783) (110,877) Proceeds from Sale of Property 6,029 3,541 Net Cash Used by Investing Activities (169,322) (99,600) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Annuities Issued and Housing Entry Fees 27,742 21,086 Refund of Housing Entry Fees (12,924) (11,448) Payment of Financing Fees (3,552) (513) Proceeds from Long-Term Debt Borrowings 121,965 27,000 Repayment of Long-Term Debt (18,314) (12,348) Proceeds from Contributions 3,386 6,277 Net Cash Provided by Financing Activities 118,303 30,054 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,868 (7,929) Cash and Cash Equivalents - Beginning of Year 15,600 23,529 CASH AND CASH EQUIVALENTS - END OF YEAR $ 17,468 $ 15,600 See accompanying Notes to Consolidated Financial Statements. 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