2022-10-13T10:58:59-05:00 2021-12-31 420714325 RSM US LLP 100 INTERNATIONAL DRIVE STE 1400 BALTIMORE MD 21202 990 2021-01-01 030498683 EAGLE'S TRACE INC EAGL 2812497000 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 EILEEN ERSTAD TREASURER 2812497000 2022-10-10 1 EILEEN ERSTAD 999009999 JULIA FLANNERY CPA P00928918 4102469300 2022-10-10 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z MICHAEL ROSKIEWICZ 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 52950819 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 2002 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 10 6 663 95 0 0 1503552 2049034 38361062 41993955 8107286 8758891 133674 148939 48105574 52950819 63854 77352 0 0 18145629 17744739 0 0 0 32321318 37603236 50530801 55425327 -2425227 -2474508 326471339 392478600 352505583 421110176 -26034244 -28631576 X MISSION STATEMENT - HOME IS BELONGING, PEACE OF MIND, LOVE AND ACCEPTANCE. WELCOME HOME!VISION STATEMENT - EAGLE'S TRACE, INC. CELEBRATES AGING! GROUNDED IN INCLUSION, INNOVATION AND ADVOCACY, WE CREATE UNPARALLELED VALUE AND OPPORTUNITIES FOR EVERY LIFE WE TOUCH. AS PART OF THE NATIONAL SENIOR COMMUNITIES ENTERPRISE, WE LEVERAGE OUR STRONG FINANCIAL FOUNDATION AND GOVERNANCE FOR THE BENEFIT OF SENIORS AND THOSE WHO SUPPORT THEM. 0 0 46640035 77352 41993955 EAGLE'S TRACE, INC. PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 833 INDEPENDENT LIVING UNITS, 28 ASSISTED LIVING UNITS, 44 SKILLED NURSING BEDS, AND 36 MEMORY CARE UNITS. THE SERVICES WE PROVIDE TO OUR RESIDENTS INCLUDE, BUT ARE NOT LIMITED TO HOUSING, FOOD, MEDICAL, SECURITY AND MAINTENANCE SERVICES, RECREATIONAL AND PASTORAL ACTIVITIES. 46640035 1 1 0 0 0 0 0 0 1 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 1 35 0 1 663 1 0 0 0 0 0 0 0 0 0 0 0 0 X 10 6 0 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X MONIKA GAJDA 4104022311 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 X E MICHELLE BOHREER CHAIR/PRESIDENT (THRU 7/31/21) 0.39 6.25 X X 0 180000 0 JAMES HAYES VICE CHAIR & VICE PRESIDENT 0.25 11.81 X X 0 140000 0 ZINA JACQUE VICE CHAIR & VICE PRESIDENT 0.27 16.03 X X 0 156667 0 MARY COLINS SECRETARY 0.25 19.58 X X 0 150000 0 EILEEN ERSTAD TREASURER 0.25 34.64 X X 0 150000 0 C JACKSON BAIN DIRECTOR 0.25 11.90 X 0 80000 0 BARBARA BISGAIER DIRECTOR 0.25 11.86 X 0 110000 0 FRED HAAS DIRECTOR 0.25 13.78 X 0 90000 0 STEPHANIE REEL DIRECTOR 0.25 10.29 X 0 100000 0 MICHAEL ROSKIEWICZ CHAIR (BEG 8/26/21)/PRES (BEG 10/27/21) 0.39 10.15 X X 0 83333 0 ARNIE SPEERT DIRECTOR 0.25 15.23 X 0 90000 0 CHRIS RATHMANN ASSISTANT TREASURER 0.50 7.50 X 0 0 0 STEPHEN AIGNER EXECUTIVE DIRECTOR 40.00 X 230450 0 12712 JOSHUA CHANG DIRECTOR OF FINANCE 40.00 X 146441 0 14211 JENNA PASCALL DIRECTOR, NURSING 40.00 X 132389 0 10423 JODIE SCHROEDER SALES COUNSELOR 40.00 X 112928 0 3801 JANET RODE MANAGER, WELLNESS (RN) 40.00 X 107051 0 3669 MICHELLE ESPIRITU-CAMATO MANAGER, REHABILITATION 40.00 X 106454 0 22029 835713 1330000 66845 6 0 1 0 ERICKSON SENIOR LIVING LLC 701 MAIDEN CHOICE LN BALTIMORE MD 21228 MANAGEMENT - SEE SCH. O 6570899 SERVPRO COMMERCIAL LLC 1500 BRITTMOORE RD STE 104 HOUSTON TX 77043 CONSTRUCTION 1814387 JB SUPER PAINTING & CARPET 12810 GRANT CROSS LANE HOUSTON TX 77072 PAINTING & CARPET 1659283 CLAYPOOLE GROUP LLC 6767 PORTWEST DR STE 100 HOUSTON TX 77024 CONSTRUCTION 584530 WESTCO GROUNDS MAINTENANCE CO INC 12350 TAYLOR RD HOUSTON TX 77041 LANDSCAPING 422801 16 959800 1089234 2049034 RESIDENT FEES 623000 35666133 35666133 ANCILLARY FEES 623000 4487248 4487248 RESIDENT DEPOSITS 623000 1826474 1826474 PROCESSING FEES 623000 14100 14100 41993955 8758891 8758891 146137 0 146137 146137 146137 PANDEMIC RELATED RESID 900099 2802 2802 2802 52950819 41993955 0 8907830 77352 77352 403814 403814 13989130 10927646 3061484 325595 268247 57348 2190701 1674537 516164 835499 597931 237568 1852882 1852882 15894 15894 44722 3785 40937 4303776 456158 3847618 2486764 2486764 4089429 3642710 446719 7371886 7370361 1525 80893 20097 60796 8062960 8062960 7182566 7182566 472661 472661 EQUIPMENT RENTAL 1288887 1242796 46091 CHARITY CARE 280908 280908 RESIDENT RELATIONS 69008 19674 49334 55425327 46640035 8785292 0 2212 2212 7904362 11785369 2029048 1009581 160944092 193910903 366237 135485 189137 184369 218409655 36105347 152080296 182304308 2955807 3146225 148 148 326471339 392478600 6571230 8245794 1607400 2600600 344326953 410263782 352505583 421110176 X -29257836 -32238306 3223592 3606730 -26034244 -28631576 326471339 392478600 X -2474508 -122824 X 0 1 X 1 1 1 X 437697 346159 674004 1503552 2049034 5010446 30259464 35313021 39263543 38361062 41993955 185191045 30697161 35659180 39937547 39864614 44042989 190201491 150000 150000 150000 150000 330000 930000 0 150000 150000 150000 150000 330000 930000 189271491 6482930 6932718 7957149 8240960 8905028 38518785 6482930 6932718 7957149 8240960 8905028 38518785 2802 2802 37180091 42591898 47894696 48105574 52950819 228723078 0.82750 0.82980 0.16840 0.16650 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 212036008 33036057 178999951 3948024 2346661 1601363 2425623 722629 1702994 182304308 CLAIMS RESERVE 527812 RESIDENT DEPOSITS (NET) 202562443 FUNDS HELD FOR RESIDENTS 328620 UNCLAIMED PROPERTY 3097 RESIDENT REFUNDS PAYABLE 10527730 CAPITAL LEASE PAYABLE 196211298 DEFERRED MANAGEMENT AND MARKETING FEES 102782 410263782 X 53009645 58826 58826 52950819 0 52950819 55598384 173057 173057 55425327 0 55425327 PART IV, LINE 2B: PROSPECTIVE RESIDENTS ARE REQUIRED TO MAKE CERTAIN INSTALLMENT PAYMENTS PRIOR TO THE FINAL SETTLEMENT OF THE GIVEN UNIT. THOSE ADVANCE DEPOSITS ARE REPORTED ON FORM 990, PART X, LINE 21. PART X, LINE 2: EAGLE'S TRACE, INC. ("ETH") IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. EAGLE'S TRACE HOME CARE, LLC ("ETHC") IS A SINGLE MEMBER COMPANY AND HAS ELECTED TO BE DISREGARDED FOR FEDERAL AND STATE INCOME TAX PURPOSES. THE FINANCIAL STATEMENT ACTIVITY OF BOTH ETHC AND THE TALON BAR ARE REFLECTED ON ETH'S BOOKS AND RECORDS. MANAGEMENT HAS EVALUATED ETH'S TAX POSITIONS AND HAS CONCLUDED THAT ETH HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: REVENUE FROM THE TALON BAR COMPANY 58,826. PART XII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES FROM THE TALON BAR COMPANY 166,257. REVERSAL OF PRIOR AMORTIZATION 6,800. 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 39 77352 0 SCHEDULE I, PART I, LINE 2 SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT EAGLE'S TRACE. ONLY MEDICAL LEAVES OF ABSENCE ARE ALLOWABLE DURING THE TWO YEARS. OTHER REQUESTS FOR A LEAVE OF ABSENCE WILL BE REVIEWED AND DETERMINED CASE BY CASE. A SCHOLAR CANDIDATE MUST HAVE BEEN EMPLOYED BY EAGLE'S TRACE ON OR BEFORE SEPTEMBER 30, OF THE START OF THEIR JUNIOR YEAR IN HIGH SCHOOL. THE CANDIDATE MUST ALSO ACHIEVE 700 HOURS OF WORK DURING A TIME SPAN THAT BEGINS NO EARLIER THAN JUNE 1, OF THEIR JUNIOR YEAR OF HIGH SCHOOL (300 OF 700 HOURS MUST BE COMPLETED BY THE END OF THEIR JUNIOR YEAR OF HIGH SCHOOL TO QUALIFY). ANY HOURS WORKED PRIOR TO JUNE 1, OF THE START OF THEIR JUNIOR YEAR DO NOT COUNT TOWARDS THE 700 HOURS REQUIREMENT. CANDIDATES MUST ACHIEVE THE 700 HOUR REQUIREMENT AS WELL AS FULFILL THE TWO-YEAR MINIMUM EMPLOYMENT REQUIREMENT. CANDIDATES MUST BE IN "GOOD STANDING" FROM THEIR ORIGINAL DATE OF HIRE THROUGH THEIR LAST DAY OF WORK. TO MAINTAIN "GOOD STANDING," SCHOLAR CANDIDATES, AS EMPLOYEES, MUST ABIDE BY ALL EMPLOYMENT POLICIES AND PROCEDURES, TO INCLUDE GIVING TWO WEEKS NOTICE TO THEIR SUPERVISOR WHEN TERMINATING EMPLOYMENT. SCHOLAR CANDIDATES MUST COMPLETE EACH STEP AS OUTLINED IN THE PROGRAM DESCRIPTION BY THE RESPECTIVE DUE DATE. FURTHERMORE, CANDIDATES MUST TURN IN PROOF OF FULL-TIME STATUS WITHIN THE DATES SPECIFIED IN THE PROGRAM DESCRIPTION FOR EACH SPRING AND FALL SEMESTER THEY ATTEND SCHOOL. FAILURE TO DO SO WILL DISQUALIFY THE SCHOLAR THAT SEMESTER AND WILL COUNT TOWARDS ONE OF THE TWO ALLOWABLE SEMESTER LAPSES. CANDIDATES SHOULD INTEND TO GO TO COLLEGE OR TRADE SCHOOL AFTER HIGH SCHOOL. SCHOLAR CANDIDATES MUST ATTEND SCHOOL FULL-TIME (12 CREDIT HOURS EACH SEMESTER) AFTER HIGH SCHOOL. SCHOLAR CANDIDATES MUST BE ACCEPTED AND/OR REGISTERED IN THE FALL OF 2021 AT A TRADE SCHOOL, COLLEGE, OR UNIVERSITY TO BENEFIT. (IN EXCEPTIONAL CASES, A SCHOLAR CANDIDATE MAY ARRANGE TO START SCHOOL UP TO TWO SEMESTERS AFTER BEING INDUCTED INTO THE PROGRAM, BUT THEY MUST MAKE ARRANGEMENTS WITH THE RESIDENT LIFE DEPARTMENT. THESE TWO SEMESTERS WILL COUNT AS THE TWO ALLOCABLE SEMESTER LAPSES.) SCHOLARS WHO LAPSE FROM THE PROGRAM FOR MORE THAN A TOTAL OF TWO SEMESTERS AFTER BEING INDUCTED INTO THE PROGRAM ARE NO LONGER ELIGIBLE TO RECEIVE THE AWARD. X X X 1 0 0 0 0 0 0 1 0 STEPHEN AIGNER EXECUTIVE DIRECTOR 181907 0 46000 0 2543 0 750 0 11962 0 243162 0 0 0 E MICHELLE BOHREER CHAIR/PRESIDENT (THRU 7/31/21) 0 105000 0 0 0 75000 0 0 0 0 0 180000 0 0 JOSHUA CHANG DIRECTOR OF FINANCE 126741 0 19000 0 700 0 750 0 13461 0 160652 0 0 0 ZINA JACQUE VICE CHAIR & VICE PRESIDENT 0 156667 0 0 0 0 0 0 0 0 0 156667 0 0 PART I, LINE 4A SEVERANCE PAYMENT, MICHELLE BOHREER - $75,000. PART I, LINE 7 THE EMPLOYEES LISTED ON FORM 990, PART VII, SECTION A, LINE 1A RECEIVED A DISCRETIONARY BONUS DURING THE YEAR. FORM 990, SCHEDULE J, PART II STEPHEN AIGNER AND JOSHUA CHANG ARE LISTED IN SCHEDULE J, PART II AND ARE EMPLOYEES OF ERICKSON SENIOR LIVING, LLC ("ESL"), AN UNRELATED ORGANIZATION TO EAGLE'S TRACE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN EAGLE'S TRACE, INC. AND ESL. SEE SCHEDULE O EXPLANATION FOR FORM 990, PART VI, SECTION A, LINE 3. THEREFORE, FOR IRS MATCHING PURPOSES, ESL IS THE ISSUER OF THESE FORMS W-2. UNDER THE MANAGEMENT AGREEMENT, EAGLE'S TRACE, INC. REIMBURSES ESL FOR THE COST OF SERVICES PERFORMED FOR EAGLE'S TRACE, INC. FORM 990, PART VI, SECTION A, LINE 1A IF THERE ARE MATERIAL DIFFERENCES IN VOTING RIGHTS AMONG MEMBERS OF THE GOVERNING BODY, OR IF THE GOVERNING BODY DELEGATED BROAD AUTHORITY TO AN EXECUTIVE COMMITTEE OR SIMILAR COMMITTEE, EXPLAIN IN SCHEDULE O. UNDER THE BYLAWS OF THE ORGANIZATION, THE BOARD HAS DELEGATED AUTHORITY TO AN EXECUTIVE COMMITTEE COMPRISED OF THE ORGANIZATION'S CHAIR, VICE CHAIRS, PRESIDENT, SECRETARY AND TREASURER. THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE ALL OF THE POWERS AND AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE ORGANIZATION EXCEPT FOR THOSE ACTIONS RESERVED SOLELY TO THE MEMBER OR THE DIRECTORS UNDER THE GENERAL LAWS OF THE STATE OF MARYLAND. FORM 990, PART VI, SECTION A, LINE 1B: ENTER THE NUMBER OF VOTING MEMBERS INCLUDED ON LINE 1A, ABOVE, WHO ARE INDEPENDENT. THE BOARD MEMBERS THAT ARE DEEMED NOT INDEPENDENT ON THE FORM 990 ARE THOSE INDIVIDUALS WHO RECEIVE COMPENSATION AS AN OFFICER OR OTHER EMPLOYEE FROM THE ORGANIZATION OR FROM A RELATED ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 3 DID THE ORGANIZATION DELEGATE CONTROL OVER MANAGEMENT DUTIES CUSTOMARILY PERFORMED BY OR UNDER THE DIRECT SUPERVISION OF OFFICERS, DIRECTORS, OR TRUSTEES, OR KEY EMPLOYEES TO A MANAGEMENT COMPANY OR OTHER PERSON? EAGLE'S TRACE, INC. ENTERED INTO A NEW MANAGEMENT AND MARKETING AGREEMENT TO REPLACE THE EXISTING AMENDED & RESTATED MANAGEMENT AND MARKETING AGREEMENT ALREADY IN EFFECT WITH ERICKSON SENIOR LIVING, LLC ("ESL"). THE AGREEMENT WAS EFFECTIVE AS OF APRIL 30, 2020. WHILE BASED IN LARGE PART ON THE PRIOR AGREEMENT, AMONG OTHER THINGS, THE NEW MANAGEMENT AND MARKETING AGREEMENT EXTENDS THE TERM BEYOND THE PRIOR EXPIRATION, INCLUDES VARIOUS OBJECTIVE PERFORMANCE REQUIREMENTS ON THE PART OF THE MANAGER AS WELL AS CERTAIN NON-COMPETITION PROVISIONS BENEFITTING THE COMMUNITY. ESL IS A MARYLAND LIMITED LIABILITY COMPANY WHICH MANAGES LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. CHRIS RATHMANN, OFFICER, IS LISTED IN PART VII, AS A NON-COMPENSATED OFFICER OF THE FILING ORGANIZATION. HIS DUTIES ARE CONSIDERED PERFORMED PRO BONO. STEPHEN AIGNER, EXECUTIVE DIRECTOR AND JOSHUA CHANG, DIRECTOR OF FINANCE ARE LEASED EMPLOYEES FROM THE MANAGEMENT COMPANY. THE FILING ORGANIZATION REIMBURSES THE MANAGEMENT COMPANY FOR THEIR COMPENSATION WHICH IS REPORTED ON FORM 990, PART VII, SECTION A. FORM 990, PART VI, SECTION A, LINE 4 DID THE ORGANIZATION MAKE ANY SIGNIFICANT CHANGES TO ITS GOVERNING DOCUMENTS SINCE THE PRIOR FORM 990 WAS FILED? THE COMMUNITY AMENDED ITS CHARTER IN 2021 TO INCLUDE THE FOLLOWING: 1. THE PROMOTION OF THE HEALTH OF THE ELDERLY THROUGH THE PROVISION OF ONE OR MORE RESIDENTIAL COMMUNITIES OFFERING VARIOUS LEVELS OF CARE SERVICES FOR ELDERLY PERSONS; 2. PROVIDING FINANCIAL AND OTHER ASSISTANCE TO SENIORS WHO LIVE IN ANY COMMUNITY WHERE THE MEMBER IS, DIRECTLY OR INDIRECTLY, A MEMBER, WHEN THEY HAVE EXHAUSTED ALL OF THEIR ASSETS AND OTHER FINANCIAL ASSISTANCE AVAILABLE TO THEM; 3. PROMOTION OF AND CARRYING ON EDUCATIONAL ACTIVITIES RELATED TO THE PROMOTION OF HEALTH OF SENIORS, INCLUDING THE PROVISION OF SCHOLARSHIPS TO STUDENTS TO PROMOTE THEIR INTEREST IN OR EMPLOYMENT WITH RESPECT TO SERVICES FOR SENIORS; 4. PROMOTION OF AND CARRYING ON SCIENTIFIC RESEARCH RELATED TO THE HEALTH OF SENIORS INSOFAR AS, IN THE OPINION OF THE BOARD OF DIRECTORS, SUCH RESEARCH MAY BE CARRIED ON OR IN CONNECTION WITH THE FACILITIES AVAILABLE. THE COMMUNITY AMENDED ITS BYLAWS IN 2021 TO DELETE THE REQUIREMENT THAT THE VICE CHAIR SERVE AS THE PRESIDENT OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 6 DID THE ORGANIZATION HAVE MEMBERS OR STOCKHOLDERS? EAGLE'S TRACE, INC.'S SOLE MEMBER IS NATIONAL SENIOR COMMUNITIES, INC. ("NSC"). NSC IS A MARYLAND NON-STOCK CORPORATION. NSC IS A "SUPPORTING ORGANIZATION" WITH RESPECT TO EAGLE'S TRACE, AS WELL AS CERTAIN OTHER ORGANIZATIONS SPECIFIED IN ITS GOVERNING DOCUMENTS. AS REQUIRED BY THE REGULATIONS RELATING TO "SUPPORTING ORGANIZATIONS," CERTAIN MEMBERS OF THE BOARD OF DIRECTORS OF NSC WILL ALSO BE MEMBERS OF THE BOARD OF DIRECTORS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A DID THE ORGANIZATION HAVE MEMBERS, STOCKHOLDERS, OR OTHER PERSONS WHO HAD THE POWER TO ELECT OR APPOINT ONE OR MORE MEMBERS OF THE GOVERNING BODY? THE BOARD OF DIRECTORS MAY NOMINATE A SLATE OF CANDIDATES FOR CONSIDERATION BY THE MEMBER, BUT THE MEMBER HAS SOLE DISCRETION TO ELECT DIRECTORS WHETHER OR NOT NOMINATED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B ARE ANY GOVERNANCE DECISIONS OF THE ORGANIZATION RESERVED TO (OR SUBJECT TO APPROVAL BY) MEMBERS, STOCKHOLDERS, OR PERSONS OTHER THAN THE GOVERNING BODY? CERTAIN EXTRAORDINARY ACTIONS OF THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER UNDER APPLICABLE STATE LAW. UNDER THE ORGANIZATION'S BYLAWS, CERTAIN GOVERNANCE DECISIONS ARE MADE BY THE BOARD WITH THE CONSENT OF THE MEMBER AS SHARED POWERS AND CERTAIN GOVERNANCE DECISIONS ARE RESERVED TO THE MEMBER. SHARED POWERS INCLUDE AMENDMENTS TO ANY OF THE COMMUNITY DOCUMENTS (EXCEPT WHERE IT INVOLVES A RESERVED POWER), APPROVAL OF ALL CONTRACTS WITH OR PAYMENTS TO THE MEMBER OR OTHER RELATED ENTITIES (OTHER THAN GOVERNANCE COSTS OF THE MEMBER), AUTHORIZING THE FILING OF ANY BANKRUPTCY, CHANGES TO SHARED POWERS, A SIGNIFICANT EXPANSION OR NEW LINE OF BUSINESS JUST INVOLVING THE ORGANIZATION, AND SELECTION OF THE MANAGEMENT COMPANY. RESERVED POWERS OF THE MEMBER INCLUDE: APPROVAL OF POLICIES AFFECTING MORE THAN ONE COMMUNITY; SPONSORSHIP OF A NEW COMMUNITY; PAYMENT OF REASONABLE AMOUNTS TO COVER THE MEMBER'S OPERATING COSTS; THE EXECUTION OF JOINT PURCHASE CONTRACTS OR SIMILAR AGREEMENTS ALONG WITH AFFILIATE(S); THE DISPOSITION OR PLEDGE OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS (OTHER THAN A PLEDGE IN CONNECTION WITH AN ASSET OR FINANCING TRANSACTION); COMPENSATION OF OFFICERS, DIRECTORS AND ADVISORY COMMITTEE MEMBERS; AND APPROVAL OF CONTRACTS, AMENDMENTS, ETC. AFFECTING THE ORGANIZATION AND ONE OR MORE RELATED ENTITIES OR THE RESIDENTS OF THEIR COMMUNITIES. FORM 990, PART VI, SECTION B, LINE 11B HAS THE ORGANIZATION PROVIDED A COMPLETE COPY OF THIS FORM 990 TO ALL MEMBERS OF ITS GOVERNING BODY BEFORE FILING THE FORM? THE CHAIR OF THE AUDIT, INVESTMENT, AND TREASURY COMMITTEE APPOINTS THE REVIEWER OF THE FORM 990. ONCE THAT REVIEW IS COMPLETE, THE FULL BOARD IS GIVEN THE OPPORTUNITY TO REVIEW THE FINAL VERSION OF FORM 990 BEFORE IT IS FILED AND ASK QUESTIONS OF THE REVIEWER REGARDING THE FORM. FORM 990, PART VI, SECTION B, LINE 12C DID THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITOR AND ENFORCE COMPLIANCE WITH THE POLICY? ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER EAGLE'S TRACE, INC.'S AFFAIRS, COMMITTEE MEMBERS, PROSPECTIVE DIRECTORS, AND SENIOR STAFF PROVIDING SERVICES TO THE ORGANIZATION UNDER A MANAGEMENT AGREEMENT COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY AND AS POTENTIAL CONFLICTS ARISE DURING THE YEAR. THE DIRECTOR CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY THE BOARD CHAIR. IF THE CONFLICT INVOLVES A COVERED EMPLOYEE, THE CHAIR DETERMINES WHETHER A CONFLICT EXISTS AND, IF SO, HOW IT IS TO BE HANDLED, OR THE CHAIR MAY REFER THE MATTER TO THE BOARD OF DIRECTORS FOR CONSIDERATION. FOR ALL OTHER CONFLICTS, THE BOARD OF DIRECTORS OR A COMMITTEE OF DISINTERESTED DIRECTORS WILL DETERMINE WHETHER A CONFLICT ACTUALLY EXISTS. A COVERED PERSON MAY NOT PARTICIPATE IN ANY DISCUSSION OR DEBATE BY THE BOARD BUT MAY ANSWER QUESTIONS OR PROVIDE CLARIFYING INFORMATION UNLESS ANY BOARD MEMBER OBJECTS. FORM 990, PART VI, SECTION B, LINE 15 DID THE PROCESS FOR DETERMINING COMPENSATION OF THE ORGANIZATION'S CEO, EXECUTIVE DIRECTOR, OR TOP MANAGEMENT OFFICIAL, OR OTHER OFFICERS OR KEY EMPLOYEES, INCLUDE A REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA, AND CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION? THE BOARD HAS APPROVED A DIRECTORS' COMPENSATION POLICY WHICH ESTABLISHES THE PROCESS BY WHICH ALL DIRECTOR COMPENSATION IS DETERMINED. A REVIEW OF THE DIRECTORS' COMPENSATION IS CONDUCTED EACH FISCAL YEAR. AN INDEPENDENT COMPENSATION CONSULTANT IS PERIODICALLY RETAINED TO PERFORM AN ANALYSIS OF EAGLE'S TRACE, INC.'S COMPENSATION USING COMPARABLES OF BOTH FOR-PROFIT AND NON-PROFIT PEERS. A COMMITTEE OF THE NSC BOARD REVIEWS THE CONSULTANT'S REPORT AND MAKES A RECOMMENDATION TO THE ORGANIZATION AS TO APPROPRIATE COMPENSATION OF DIRECTORS. THE COMMITTEE OF THE NSC BOARD HAS ACCESS TO THE CONSULTANT'S REPORT AND AN OPPORTUNITY TO QUESTION THE CONSULTANT ABOUT THE PROCESS, METRICS, AND COMPARABLES THAT WERE USED IN DETERMINING THE RECOMMENDED COMPENSATION. THE BOARD THEN VOTES ON THE COMPENSATION RECOMMENDATIONS AND A CONTEMPORANEOUS RECORD IS MADE OF THE MEETING AND THE VOTE. A NEW COMPENSATION STUDY WAS UNDERTAKEN IN THE FALL OF 2021 WHICH DID NOT RECOMMEND ANY CHANGE TO THE CURRENT STRUCTURE. COMPENSATION IS APPROACHED ON AN OVERALL BASIS AND THE TOTAL VALUE OF ALL FORMS OF COMPENSATION IS ESTABLISHED AND MONITORED. THERE IS A COMPREHENSIVE COMPENSATION REVIEW PERFORMED ANNUALLY FOR THE EXECUTIVE DIRECTOR AND OTHER KEY MANAGEMENT PERSONNEL. THE COMPENSATION IS REVIEWED, DOCUMENTED, AND APPROVED BY THE BOARD DURING THE BUDGET PROCESS. FORM 990, PART VI, SECTION C, LINE 19 DESCRIBE WHETHER (AND IF SO, HOW) THE ORGANIZATION MADE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC DURING THE TAX YEAR. THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND THE FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST TO REVIEW AT THE EXECUTIVE DIRECTOR'S OFFICE FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART VII, SECTION B: INDEPENDENT CONTRACTORS COMPENSATION. THE AMOUNT INCLUDED IN COLUMN (C) FOR ERICKSON SENIOR LIVING IS FOR PAYMENTS MADE FOR MANAGEMENT SERVICES AND THE DIRECT AND SHARED COSTS ALLOCATED TO THE COMMUNITY. DIRECT AND SHARED COSTS INCLUDE SALARIES AND BENEFITS FOR MANAGEMENT PERSONNEL, AND THE USE OF SERVICES SUCH AS FINANCE, LEGAL, HUMAN RESOURCES, INFORMATION SERVICES, AND OPERATIONS. FORM 990, PART VII, SECTION A: REPORTABLE COMPENSATION FROM THE ORGANIZATION AND FROM RELATED ORGANIZATIONS. THE COMPENSATION INCLUDED IN COLUMNS D AND E FOR THE BOARD DIRECTORS IS FOR SERVICES PERFORMED FOR THE FILING ORGANIZATION AND ALL RELATED ORGANIZATIONS INCLUDED ON SCHEDULE R, PART II. FORM 990, PART XI, LINE 9: TALON BAR NET INCOME INCLUDED ON CONSOLIDATED FINANCIAL STATEMENTS -107,431. REVERSAL OF PRIOR AMORTIZATION -6,800. CAPITAL CONTRIBUTION TO RELATED ORGANIZATION -8,593. FORM 990, PAGE 11, PART X, LINE 23 WORKING CAPITAL LOAN AN AMENDED AND RESTATED WORKING CAPITAL LOAN AGREEMENT (THE "LOAN AGREEMENT") WAS MADE ON OCTOBER 19, 2017, WHICH AMENDED AND RESTATED IN THE ORIGINAL WORKING CAPITAL LOAN AGREEMENT BETWEEN EAGLE'S TRACE, INC. AND REDWOOD DATED APRIL 30, 2010. THE PURPOSE OF THE AMENDMENT AND RESTATEMENT WAS TO INCREASE THE MAXIMUM PRINCIPAL AMOUNT AVAILABLE TO EAGLE'S TRACE, INC. FROM REDWOOD TO $12,100,000. THERE WAS NO OUTSTANDING BALANCE ON THE WCLA AS OF DECEMBER 31, 2021 AND 2020. 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