2020-09-29T07:10:55-05:00 2019-12-31 420714325 RSM US LLP 100 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2019-01-01 522126751 SEABROOK VILLAGE INC SEAB 7326432000 3000 ESSEX ROAD TINTON FALLS NJ 07753 EILEEN ERSTAD TREASURER 7326432000 2020-09-18 1 JULIA FLANNERY CPA P00928918 4102469301 73.213.141.28 2020-09-18 09:53:26 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 4EE6A31F760B3C5EA0809148B0E883CC4242B14C 2019 2021-01-29 14:40:06Z FRED HAAS 3000 ESSEX ROAD TINTON FALLS NJ 07753 67404034 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 1998 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 13 9 966 435 0 0 1053832 1319628 64596662 65234461 64589 351780 420943 416316 66136026 67322185 113866 126793 0 0 29147970 28894740 0 0 113776 37520097 40238827 66781933 69260360 -645907 -1938175 295754188 309808907 355191352 367408581 -59437164 -57599674 X OUR MISSION IS TO PROVIDE AN ACTIVE AND ENGAGED QUALITY OF LIFE FOR RESIDENTS AND FUTURE RESIDENTS THROUGH APPROPRIATE HIGH QUALITY PROGRAMS, SERVICES, AND FACILITIES, AND A FULL CONTINUUM OF HEALTH CARE, AND WHERE FEASIBLE, A LIFELONG COMMITMENT WHILE MAINTAINING AFFORDABILITY AND LONG-TERM FINANCIAL STABILITY OF THE COMMUNITY. 0 0 57514121 126793 65234461 SEABROOK VILLAGE PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 1,053 INDEPENDENT LIVING UNITS, 96 ASSISTED LIVING UNITS, AND 73 SKILLED NURSING BEDS. THE SERVICES WE PROVIDE TO OUR RESIDENTS INCLUDE, BUT ARE NOT LIMITED TO HOUSING, FOOD, MEDICAL, SECURITY AND MAINTENANCE SERVICES, RECREATIONAL AND PASTORAL ACTIVITIES. 57514121 1 1 0 0 0 0 0 0 1 0 1 1 0 0 1 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 114 0 1 966 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 13 9 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NJ X X MARY WINDSOR 4104022364 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 X FRED HAAS PRESIDENT/CHAIR 0.20 12.00 X X 0 84063 0 GROVER WRENN VICE CHAIR (THRU 9/15/19) 0.50 8.00 X X 0 82813 0 JIM HAYES VICE CHAIR 0.10 10.50 X X 0 108125 0 MICHELLE BOHREER DIRECTOR 0.10 27.50 X X 0 142500 0 MARY COLINS SECRETARY (BEG 4/1/19) 0.20 12.00 X X 0 126875 0 EILEEN ERSTAD TREASURER 0.30 38.50 X X 0 136875 0 JIM ANDERS DIRECTOR (THRU 1/14/19) 0.00 X 0 26563 0 JACKSON BAIN DIRECTOR 0.10 10.50 X 0 101875 0 BARBARA BISGAIER DIRECTOR 0.10 8.50 X 0 106563 0 BRUCE BEARDSLEY DIRECTOR (THRU 10/1/19) 0.50 34.50 X 0 151251 0 ZINA JACQUE DIRECTOR 0.20 15.00 X 0 90625 0 CAROLYN MARKEY DIRECTOR 0.20 10.00 X 0 75625 0 WILLOW PASLEY DIRECTOR (THRU 10/11/19) 0.20 8.00 X 0 88438 0 STEPHANIE REEL DIRECTOR 0.10 6.50 X 0 62500 0 MICHAEL ROSKIEWICZ DIRECTOR (BEG 4/1/19) 1.00 16.00 X 0 70625 0 ARNIE SPEERT DIRECTOR 0.30 12.50 X 0 88125 0 JEANNE MCARTHUR DIRECTOR (THRU 3/31/19) 0.90 X 0 3125 0 WAYNE STEADMAN DIRECTOR (BEG 4/1/19) 5.30 X 0 9375 0 JOHN HALL ASSISTANT TREASURER 0.50 7.50 X 0 0 0 CHRIS RATHMANN ASSISTANT TREASURER 0.50 7.50 X 0 0 0 JAMES WALTER ASSISTANT TREASURER (THRU 3/31/19) 0.50 7.50 X 0 0 0 NEAL GANTERT ASSISTANT TREASURER (BEG 4/1/19) 0.50 7.50 X 0 0 0 PAULA DIGERNESS EXECUTIVE DIRECTOR (THRU 8/17/19) 40.00 X 149101 0 12977 NEAL FIORE DIRECTOR OF FINANCE 40.00 X 155413 0 24497 PHILIP JEAN EXECUTIVE DIRECTOR (BEG 9/16/19) 40.00 X 109624 0 543 DAWN MOTT SILVERMAN DIRECTOR NURSING 40.00 X 133039 0 19358 LAURIE WILLIAMSON PERSONAL MOVING CONSULTANT 40.00 X 130248 0 13395 SUZANNE PICKELL MDS COORDINATOR 40.00 X 114196 0 23491 PHENOL CAMILLE SUPV RN NURSING 40.00 X 112398 0 15564 KRISTIN STONEBERG ASST ADMINISTRATOR EX CARE 40.00 40.00 X 3602 108755 21080 907621 1664696 130905 10 0 1 0 ERICKSON LIVING MANAGEMENT LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT - SEE SCH. O 7900991 AEROSEAL WINDOWS AND STOREFRONT 8350 BRISTOL CT STE 103 JESSUP MD 20794 CONSTRUCTION 2264709 SAPPHIRE BUILDERS GROUP LLC PO BOX 354 EATONTOWN NJ 07724 CONSTRUCTION 2223378 PMC MECHANICAL LLC 80 WARREN GROVE RD BARNEGAT NJ 08005 INSTALLATION HOT WATER 1526211 DAVE BIERBACH 5080 HOMESTEAD AVE PENNSAUKEN NJ 08190 HOME RENOVATIONS 1421342 22 6480 1313148 4880 1319628 RESIDENT FEES 623311 56860761 56860761 ANCILLARY FEES 623311 7978058 7978058 RESIDENT DEPOSITS 623311 393542 393542 PROCESSING FEES 623311 2100 2100 65234461 396056 396056 392442 0 392442 392442 392442 18248 62524 -44276 -44276 -44276 39892 6480 17530 22362 22362 3307 1795 1512 1512 67322185 65234461 0 768096 3833 3833 122960 122960 452155 452155 21929285 18484203 3369147 75935 371545 316853 52587 2105 4358977 3326752 1022389 9836 1782778 1488691 288311 5776 2568025 2568025 335422 335422 74535 74535 26333 26333 5359431 758975 4598464 1992 2534859 2534859 5449830 4790177 646772 12881 6766736 6760739 5997 117364 44170 72667 527 2379443 2379443 11317958 11156730 161228 530093 530093 EQUIPMENT RENTAL 1269611 1107451 162160 CHARITY CARE 910415 910415 RESIDENT RELATIONS 536594 167574 364296 4724 AMORTIZATION 62178 62178 69260360 57514121 11632463 113776 6470 6470 15876203 11675229 1719363 2218404 2895360 3818400 118524 124540 435985 355675 326165920 105683346 220622641 220482574 9444648 12412104 44634994 58572537 0 142974 295754188 309808907 6431310 4446568 71972080 79518075 814304 661804 275973658 282782134 355191352 367408581 X -60876926 -59146595 1439762 1546921 -59437164 -57599674 295754188 309808907 X -1938175 319186 3456479 X 0 1 X 1 0 X 506391 424174 236809 1053832 1319628 3540834 57374028 61396898 62813686 64640859 65277660 311503131 57880419 61821072 63050495 65694691 66597288 315043965 100000 100000 100000 100000 100000 500000 0 100000 100000 100000 100000 100000 500000 314543965 1196042 833285 826436 733223 788498 4377484 1196042 833285 826436 733223 788498 4377484 750 750 59077211 62654357 63876931 66427914 67385786 319422199 0.98470 0.98370 0.01370 0.01470 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 16749004 16749004 290482495 99669536 190812959 6749963 4924210 1825753 12184458 1089600 11094858 220482574 BENEFICIAL INTEREST IN COMERICA LEGACY FOUNDATION 41340 F BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST 1 54890109 F FIXED INCOME SECURITIES 3641088 F 58572537 RESIDENT DEPOSITS 268202700 RESIDENT REFUNDS 8360011 EMPLOYEE HEALTH PLAN 842937 FUNDS HELD FOR RESIDENTS 191067 UNCLAIMED PROPERTY 4016 DEFERRED MANAGEMENT FEES 128401 MARKETING FEE DEFERRED 42518 ACCRUED LIABILITY ON SWAP AGREEMENT 4867510 CAPITAL LEASE 142974 282782134 X 75963145 319186 8259250 8578436 67384709 -62524 -62524 67322185 74125655 4865295 4865295 69260360 0 69260360 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: SEABROOK VILLAGE, INC. ("SBV") IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. TINTON FALLS CAMPUS, LLC ("TFC") IS A SINGLE MEMBER LIMITED LIABILITY COMPANY AND HAS ELECTED TO BE DISREGARDED FOR FEDERAL AND STATE INCOME TAX PURPOSES. TFC'S FINANCIAL STATEMENT ACTIVITY IS REFLECTED ON SBV'S BOOKS AND RECORDS. MANAGEMENT HAS EVALUATED SBV'S TAX POSITIONS AND HAS CONCLUDED THAT SBV HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: ADJUSTMENT TO NET ASSETS WITH DONOR RESTRICTIONS -2,266. CHANGE IN BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST I 8,242,191. FUNDRAISING & GAMING EXPENSES NETTED WITH REVENUE 19,325. PART XI, LINE 4B - OTHER ADJUSTMENTS: REALIZED LOSS ON INTEREST SWAP -62,524. PART XII, LINE 2D - OTHER ADJUSTMENTS: ADJUSTMENT TO NET ASSETS WITH DONOR RESTRICTIONS -2,266. REVERSAL OF PRIOR AMORTIZATION 36,860. UNREALIZED LOSS ON INTEREST SWAP 4,748,852. FUNDRAISING & GAMING EXPENSES NETTED WITH REVENUE 19,325. REALIZED LOSS ON INTEREST SWAP 62,524. CASINO NIGHT GALA 46372 6480 39892 372 1399 5390 9825 544 46372 6480 39892 372 1399 5390 9825 544 17530 22362 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 68 122960 0 SCHEDULE I, PART I, LINE 2 SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT SEABROOK VILLAGE. 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 SEABROOK VILLAGE ON OR BEFORE SEPTEMBER 30, OF THE START OF THEIR JUNIOR YEAR IN HIGH SCHOOL. THE CANDIDATE MUST ALSO ACHIEVE 1,000 HOURS OF WORK DURING A TIME SPAN THAT BEGINS NO EARLIER THAN JUNE 1, OF THEIR JUNIOR YEAR OF HIGH SCHOOL (300 OF 1,000 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 1,000 HOURS REQUIREMENT. CANDIDATES MUST ACHIEVE THE 1,000 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 2019 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 0 0 0 0 0 0 0 1 0 BRUCE BEARDSLEY DIRECTOR (THRU 10/1/19) 0 142916 0 0 0 8335 0 0 0 0 0 151251 0 0 PAULA DIGERNESS EXECUTIVE DIRECTOR (THRU 8/17/19) 115126 0 33257 0 718 0 750 0 12227 0 162078 0 0 0 NEAL FIORE DIRECTOR OF FINANCE 135525 0 19100 0 788 0 750 0 23747 0 179910 0 0 0 DAWN MOTT SILVERMAN DIRECTOR NURSING 114280 0 18108 0 651 0 2510 0 16848 0 152397 0 0 0 PART I, LINE 7 THE EMPLOYEES LISTED ON FORM 990, PART VII, SECTION A, LINE 1A RECEIVED A DISCRETIONARY BONUS DURING THE YEAR. SCHEDULE J, PART II: PAULA DIGERNESS AND NEAL FIORE ARE LISTED IN SCHEDULE J, PART II AND ARE EMPLOYEES OF ERICKSON LIVING MANAGEMENT, LLC ("ELM"), AN UNRELATED ORGANIZATION TO SEABROOK VILLAGE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN SEABROOK VILLAGE, INC. AND ELM. SEE SCHEDULE O EXPLANATION FOR FORM 990, PART VI, SECTION A, LINE 3. THEREFORE, FOR IRS MATCHING PURPOSES, ELM IS THE ISSUER OF THESE FORMS W-2. UNDER THE MANAGEMENT AGREEMENT, SEABROOK VILLAGE, INC. REIMBURSES ELM FOR THE COST OF SERVICES PERFORMED FOR SEABROOK VILLAGE, INC. A NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY 222045817 2019-01-01 56878000 REISSUE OF 2016 BOND SERIES, PRIOR ISSUE PRE-2003 0 0 0 B PUBLIC FINANCE AUTHORITY 273866124 2019-01-24 25000000 REISSUE OF 2017 BOND SERIES 0 0 0 A 1452000 56878000 56878000 2006 1 0 1 1 B 25000000 25000000 2019 1 0 0 1 B 1 1 1 1 0 0 0 1 A 0 1 0 0 1 1 BB&T 12.000000000000 0 0 0 0 1 B 0 1 0 0 1 1 BB&T 12.000000000000 0 0 0 0 1 A 1 B 1 PART III, COLUMN B, LINE 1: THE ORGANIZATION IS A MEMBER OF A DISREGARDED ENTITY WHICH OWNS BOND FINANCED PROPERTY. PART III, COLUMN B, LINES 4 & 6: THE PERCENTAGE IS LESS THAN 1%. FORM 990, PART VI, SECTION A, LINE 1 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 CHAIRMAN, 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? SEABROOK VILLAGE, INC. ENTERED INTO AN AMENDMENT TO THE EXISTING AMENDED & RESTATED MANAGEMENT AGREEMENT ALREADY IN EFFECT WITH ERICKSON LIVING MANAGEMENT, LLC ("ELM"). THE AMENDMENT WAS EFFECTIVE AS OF MARCH 22, 2018 AND MADE CHANGES TO CERTAIN DEFINED TERMS IN THE AGREEMENT. ELM IS A MARYLAND LIMITED LIABILITY COMPANY WHICH MANAGES LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. THE MANAGEMENT AGREEMENT COMPLIES WITH REV. PROC. 97-13. THE FOLLOWING OFFICERS ARE LISTED IN PART VII, AS NON-COMPENSATED OFFICERS OF THE FILING ORGANIZATION, JOHN HALL, JAMES WALTER, CHRIS RATHMANN AND NEAL GANTERT. THEIR DUTIES ARE CONSIDERED PERFORMED PRO BONO. PAULA DIGERNESS, EXECUTIVE DIRECTOR (THRU 8/17/19), PHILIP JEAN, EXECUTIVE DIRECTOR (BEG 9/16/19), AND NEAL FIORE, 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 6 DID THE ORGANIZATION HAVE MEMBERS OR STOCKHOLDERS? SEABROOK VILLAGE, INC.'S SOLE MEMBER IS NATIONAL SENIOR CAMPUSES, INC. ("NSC"). NSC IS A MARYLAND NON-STOCK CORPORATION. NSC IS A "SUPPORTING ORGANIZATION" WITH RESPECT TO SEABROOK VILLAGE, 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 SEABROOK VILLAGE, 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. OFFICERS SERVE WITHOUT COMPENSATION. A REVIEW OF THE DIRECTORS' COMPENSATION IS CONDUCTED EACH FISCAL YEAR. AN INDEPENDENT COMPENSATION CONSULTANT IS PERIODICALLY RETAINED TO PERFORM AN ANALYSIS OF SEABROOK VILLAGE, 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. NSC COMMISSIONED A COMPENSATION STUDY IN 2017. IT WAS APPROVED BY NSC IN 2017 FOR IMPLEMENTATION APRIL 1, 2018. IT WAS APPROVED BY NSC ACTING AS THE SOLE MEMBER OF THE COMMUNITY ON MARCH 22, 2018. 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 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 LIVING MANAGEMENT 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: REVERSAL OF PRIOR AMORTIZATION -36,860. CHANGE IN BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST I 8,242,191. UNREALIZED LOSS ON INTEREST SWAP -4,748,852. 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