2025-11-14T16:39:30-06:00 2024-12-31 410746746 CLIFTONLARSONALLEN LLP 2021 SPRING ROAD SUITE 200 OAK BROOK IL 60523 990 2024-01-01 882146585 MEADOW LAKE LLC MEAD 5152885805 3501 OLYMPUS BLVD 300 DALLAS TX 75019 NICK HARSHFIELD SVP, CFO, & TREASURER 5152885805 2025-11-14 1 0 CHAD D KUNZE P00639380 6306738600 2025-11-13 2024 2025-03-06 01:10:19Z JESSE JANTZEN 3501 OLYMPUS BLVD 300 DALLAS TX 75019 11136212 0 X WWW.MEADOWLAKELIVING.COM X 2023 TX CREATE COMMUNITIES CELEBRATING THE LIVES OF SENIORS 3 0 212 19 0 0 0 32206 2751454 10984511 31498 119104 271 391 2783223 11136212 0 0 0 0 1529576 6246391 0 0 0 3279828 10870744 4809404 17117135 -2026181 -5980923 42057781 40604714 46942259 51862399 -4884478 -11257685 X CREATING COMMUNITIES CELEBRATING THE LIVES OF SENIORS. LIFESPACE RECOGNIZES THAT ITS MISSION CAN ONLY BE FULFILLED THROUGH THE DEDICATED EFFORTS OF ITS EMPLOYEES, THEREFORE, INCLUDED IN OUR MISSION IS THE ABILITY TO PROVIDE DISASTER RELIEF FUNDS TO EMPLOYEES WHO ENCOUNTER CIRCUMSTANCES RECOGNIZED BY FEDERAL AND STATE AGENCIES AS QUALIFYING FOR EMERGENCY DISASTER RELIEF. 0 0 15349508 10984511 TO PROVIDE APARTMENTS AND HEALTH CARE FOR RETIRED PERSONS. RESIDENTS PAY AN INITIAL ENTRANCE FEE AND MONTHLY FEES THEREAFTER WHICH ENTITLE THEM TO USE OF THE COMMUNITY FOR LIFE AND UNLIMITED USE OF THE HEALTH CENTER. RESIDENTS DO NOT ACQUIRE TITLE TO THE PROPERTY. 15349508 1 1 0 0 0 0 0 0 1 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 23 0 1 212 1 0 0 0 0 0 0 0 0 0 0 0 0 X 3 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X NICK HARSHFIELD 5152885805 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 JESSE JANTZEN PRESIDENT & CFO 0.33 43.67 X X 0 1201697 101040 JOSEPH GORMAN GENERAL COUNSEL 0.33 43.67 X X 0 504000 43040 NICHOLAS HARSHFIELD CHIEF FINANCIAL OFFICER 0.33 43.67 X 0 679873 42076 JOSHUA FOSHEE DIRECTOR OF SALES 42.00 0.00 X 156820 0 665 MICHAEL BASS DIRECTOR OF NURSING SERVICES 42.00 0.00 X 127057 0 0 MELISSA BARRETT SALES COUNSELOR 42.00 0.00 X 120270 0 1141 CARMEN CARROLL COMMUNITY OUTREACH COORDINATOR 42.00 0.00 X 113184 0 680 HANNAS BEARD JACKSON DIRECTOR ASSISTED LIVING & MEMORY CARE 42.00 0.00 X 103507 0 313 620838 2385570 188955 6 0 1 0 THE CONSTRUCTION MANAGEMENT COMPANY INC 10261 ROBINSON DR TYLER TX 75703 CONSTRUCTION/REDEVELOPMENT 1098440 US FOODS INC PO BOX 501133 ST LOUIS MO 631501133 CULINARY SERVICES 596868 SELECT REHABILITATION LLC PO BOX 71985 CHICAGO IL 60694 MEDICAL/THERAPY SERVICES 515607 EDEN LAWN & LANDSCAPING 3555 CR 390 TYLER TX 75705 LANDSCAPING SERVICES 322694 JHC ACQUISITIONS DBA OMNICARE DEPT 781668 PO BOX 78000 DETROIT MI 482781668 MEDICAL SERVICES 133306 7 32206 32206 INDEPENDENT LIVING 531110 5004576 5004576 SKILLED NURSING 623000 3341263 3341263 ASSISTED LIVING 623000 2186440 2186440 ENTRANCE FEES 531110 452232 452232 10984511 119104 119104 TECHNOLOGY PACKAGE INC 900099 391 391 391 11136212 10984511 0 119495 4877299 3901839 975460 924158 739326 184832 444934 355947 88987 603139 572982 30157 3248 3248 -2957 -2957 217933 207036 10897 325378 260302 65076 300878 240702 60176 266624 213299 53325 1433559 1433559 86681 69345 17336 1455893 1455893 4223005 4011855 211150 128876 126298 2578 FOOD 652989 652989 DIETARY 517807 517807 PLANT OPERATIONS 320886 320886 PROFESSIONAL DUES/FEES 93763 75010 18753 243042 194433 48609 17117135 15349508 1767627 0 567945 285957 360325 412594 17716 17716 69527 42566 23174760 1802774 20709624 21371986 16300123 14150657 4032521 4323238 42057781 40604714 1512777 1832450 263151 63478 21767903 20933049 2220000 2220000 21178428 26813422 46942259 51862399 X -4884478 -11257685 -4884478 -11257685 42057781 40604714 X -5980923 27397 -419681 X 0 1 X 1 0 X 32206 32206 2751454 10984511 13735965 2751454 11016717 13768171 0 1030002 124559 1154561 1030002 124559 1154561 12613610 31498 119104 150602 31498 119104 150602 271 391 662 2783223 11136212 13919435 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: TECHNOLOGY PACKAGE INCOME - 2023 AMOUNT: $ 271. 2024 AMOUNT: $ 391. PART III, SHORT YEAR EXPLANATION: MEADOW LAKE, LLC RECEIVED TAX EXEMPTION ON SEPTEMBER 20, 2023 CAUSING 2023 TO BE A SHORT YEAR RETURN. COLUMN D REPRESENTS PERIOD SEPTEMBER 20, 2023 THROUGH DECEMBER 31, 2023. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 2109139 2109139 19214367 1219360 17995007 1672630 583414 1089216 178624 178624 21371986 MARKETING COMMISIONS 132530 FINANCING COST 315411 DEBT SERVICE FUND 615794 REAL ESTATE ESCROW 318374 CASH - WORKING CAPITAL - CMW 489270 CONSTRUCTION FUND 288951 ADMISSIONS DEPOSITS 45942 DEBT SERVICE RESERVE 826177 INTERCOMPANY RECEIVABLE 1288172 ENTRANCE FEE FUND 2617 4323238 INTERCOMPANY PAYABLE 3078646 ATTRITION 26729742 REFUNDABLE NET PRESENT VALUE -3485466 ENTRANCE FEE REFUNDS 490500 26813422 X PART X, LINE 2: MEADOW LAKE, LLC. HAS BEEN GRANTED AN EXEMPTION FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND HAS BEEN DESIGNATED AS A PUBLICLY SUPPORTED ORGANIZATION (RATHER THAN A PRIVATE FOUNDATION). MEADOW LAKE, LLC. EVALUATES TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN WHILE IN THE COURSE OF PREPARING ITS TAX RETURNS TO DETERMINE WHETHER IT IS MORE LIKELY THAN NOT THAT EACH TAX POSITION WOULD BE SUSTAINED UPON EXAMINATION BY A TAXING AUTHORITY BASED ON THE TECHNICAL MERITS OF THE POSITION. TAX POSITIONS NOT DEEMED TO MEET THE MORE-LIKELY-THAN-NOT THRESHOLD WOULD BE RECORDED AS A TAX BENEFIT OR EXPENSE IN THE CURRENT YEAR. AS OF OR DURING THE YEAR ENDED DECEMBER 31, 2024, MEADOW LAKE, LLC. HAS NOT RECORDED ANY SUCH TAX BENEFIT OR EXPENSE IN THE ACCOMPANYING FINANCIAL STATEMENTS. 0 0 0 1 1 1 1 0 0 JESSE JANTZEN PRESIDENT & CFO 0 753053 0 445740 0 2904 0 98171 0 2869 0 1302737 0 0 NICHOLAS HARSHFIELD CHIEF FINANCIAL OFFICER 0 472987 0 202782 0 4104 0 42076 0 0 0 721949 0 0 JOSEPH GORMAN GENERAL COUNSEL 0 375132 0 124764 0 4104 0 42900 0 140 0 547040 0 0 JOSHUA FOSHEE DIRECTOR OF SALES 85870 0 70050 0 900 0 0 0 665 0 157485 0 0 0 PART I, LINE 3 THE COMPENSATION OF THE PRESIDENT & CEO IS DETERMINED BY LIFESPACE COMMUNITIES, INC., A RELATED ENTITY. THE FOLLOWING WERE USED BY LIFESPACE COMMUNITIES INC. TO DETERMINE COMPENSATION: 1. COMPENSATION COMMITTEE 2. INDEPENDENT COMPENSATION CONSULTANT 3. FORM 990 OF OTHER ORGANIZATIONS 4. COMPENSATION SURVEY OR STUDY 5. APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINE 5 THE LONG-TERM INCENTIVE PLAN HAS A CONTINGENCY FOR THE CMW PORTFOLIO TO REACH 7% OF THE NET OPERATING MARGIN; THE SHORT-TERM INCENTIVE PLAN IS CONTINGENT ON NET CASH PRODUCTION GOALS, NET ENTRANCE FEE GOALS AND NET OPERATING MARGIN GOALS THAT ARE SET. PART I, LINE 6 THE LONG-TERM INCENTIVE PLAN HAS A CONTINGENCY FOR THE CMW PORTFOLIO TO REACH 7% OF THE NET OPERATING MARGIN; THE SHORT-TERM INCENTIVE PLAN IS CONTINGENT ON NET CASH PRODUCTION GOALS, NET ENTRANCE FEE GOALS AND NET OPERATING MARGIN GOALS THAT ARE SET. A TARRANT COUNTY CULTURAL EDUCATION FACILITIES FINANCE CORP 043833551 87638TGS6 2022-07-19 53310000 FACILITY AQUISITION AND IMPROVEMENTS 0 0 0 A 80046 9159396 826179 675771 178827 85156 6998754 394709 0 0 0 1 A 0 1 0 0 0.00300 0.00300 0 0 1 A 0 1 0 0 0 0 0 0 1 A 1 PART I, COLUMN (E) TOTAL ISSUE PRICE PER IRS FORM 8038 - $53,310,000, ALLOCATED BETWEEN 3 ORGANIZATIONS. PART II, LINE 3 THE TOTAL PROCEEDS DO NOT AGREE TO THE ISSUE PRICE IN PART I, COLUMN (E) DUE TO INVESTMENT EARNINGS / MARKET VALUE FLUCTATIONS. FORM 990, PART VI, SECTION A, LINE 1A THE BYLAWS OF THE ORGANIZATION PROVIDE FOR AN EXECUTIVE COMMITTEE, BUT AT THIS TIME THE COMMITTEE IS NOT ACTIVE. IF THE COMMITTEE DOES COMMENCE MEETINGS, IT WILL CONTEMPORANEOUSLY DOCUMENT MEETINGS HELD AND WRITTEN ACTIONS UNDERTAKEN DURING THE YEAR CONSISTENT WITH EXISTING PRACTICES OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR OF THE BOARD, THE VICE CHAIR OF THE BOARD, THE IMMEDIATE PAST CHAIR OF THE BOARD, THE CHAIR OF THE GOVERNANCE AND NOMINATING COMMITTEE AND, AS AN EX-OFFICIO MEMBER, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. EXCEPT AS LIMITED HEREIN, AND EXCEPT FOR RESPONSIBILITIES DELEGATED TO ANOTHER COMMITTEE, THE EXECUTIVE COMMITTEE SHALL POSSESS AND MAY EXERCISE ALL OF THE POWERS OF THE BOARD OF DIRECTORS IN THE OVERSIGHT OF THE BUSINESS AND AFFAIRS OF THE CORPORATION WHEN THE BOARD OF DIRECTORS IS NOT IN SESSION, EXCEPT AS HEREIN PROVIDED. THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE POWERS OF THE BOARD OF DIRECTORS WITH RESPECT TO AUTHORIZING DISTRIBUTIONS; APPROVING DISSOLUTION, MERGER, OR THE SALE, PLEDGE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS; ELECTING, APPOINTING, OR REMOVING DIRECTORS OR FILLING VACANCIES ON THE BOARD OF DIRECTORS OR ON ANY OF ITS COMMITTEES; OR ADOPTING, AMENDING, REPEALING THE ARTICLES OF INCORPORATION OR THE BYLAWS, OR THE APPOINTMENT OR REMOVAL OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. THE PRIMARY PURPOSE OF THE COMMITTEE IS TO ENABLE THE BOARD OF DIRECTORS TO ACT WHERE AN ASSEMBLY OF A QUORUM OF THE BOARD WOULD BE IMPRACTICABLE OR IMPOSSIBLE. THE COMMITTEE ALSO SHALL SERVE AS AN ADVISOR TO THE PRESIDENT AND CEO, PROVIDING CONSULTATION, SUPPORT AND GUIDANCE ON AN INFORMAL BASIS AS REQUESTED FROM TIME TO TIME, AND REVIEW AND APPROVE BOARD MEETING AGENDAS. FORM 990, PART VI, SECTION A, LINE 6 LIFESPACE COMMUNITIES, INC. IS THE SOLE MEMBER OF MEADOW LAKE, LLC. FORM 990, PART VI, SECTION A, LINE 7A LIFESPACE COMMUNITIES, INC. HAS THE AUTHORITY TO ELECT THE MEMBERS OF THE GOVERNING BODY OF MEADOW LAKE, LLC. FORM 990, PART VI, SECTION A, LINE 7B THE BOARD OF DIRECTORS OF LIFESPACE COMMUNITIES, INC. HAS RESERVED POWERS OVER CERTAIN GOVERNANCE DECISIONS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY THE CHIEF FINANCIAL OFFICER BEFORE FILING. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS OF MEADOW LAKE, LLC. AND ALL RELATED ORGANIZATIONS MUST CONDUCT THEIR PERSONAL AFFAIRS IN SUCH A MANNER AS TO AVOID ANY POSSIBLE CONFLICTS OF INTEREST WITH DUTIES AND RESPONSIBILITIES AS OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS. ALL NEW BOARD MEMBERS AND OFFICERS ARE REQUIRED TO COMPLETE A CONFLICTS OF INTEREST STATEMENT. THIS IS REVIEWED BY THE GOVERNANCE & NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS FOR APPROVAL. OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS ANNUALLY ARE REQUIRED TO COMPLETE A CONFLICTS OF INTEREST STATEMENT. THESE STATEMENTS ARE REVIEWED BY THE GOVERNANCE AND NOMINATING COMMITTEE TO DETERMINE IF ANY CONFLICTS OF INTEREST EXIST PRIOR TO REAPPOINTMENT TO THE BOARD AND OFFICER POSITIONS. ANY DIRECTORS HAVING A CONFLICT OF INTEREST SHALL NOT VOTE OR USE HIS OR HER PERSONAL INFLUENCE ON THE MATTER, AND SHALL NOT BE COUNTED IN DETERMINING THE QUORUM FOR THE MEETING. THE MINUTES OF THE MEETING SHALL REFLECT THAT A DISCLOSURE WAS MADE, THE ABSTENTION FROM VOTING, AND THE QUORUM SITUATION. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR DIRECTORS PAID BY LIFESPACE COMMUNITIES, INC. (INCLUDING THE OFFICER-DIRECTOR POSITIONS OF CHAIR AND VICE-CHAIR) IS REVIEWED ANNUALLY BY THE GOVERNANCE AND NOMINATING COMMITTEE. GENERALLY, AN OUTSIDE CONSULTANT IS RETAINED EVERY YEAR TO DETERMINE THE REASONABLENESS OF DIRECTOR COMPENSATION. A REPORT IS PROVIDED TO THE BOARD OF DIRECTORS BY THE CONSULTANT. THE BOARD OF DIRECTORS APPROVES THE ANNUAL COMPENSATION BASED ON THESE REVIEWS. COMPENSATION FOR EMPLOYEES WHO ARE DISQUALIFIED PERSONS UNDER INTERMEDIATE SANCTIONS REGULATION IS REVIEWED ANNUALLY BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. THE DISQUALIFIED PERSONS INCLUDE THE CEO, THE CFO, THE SVP OF OPERATIONS, AND THE SVP OF SUCCESSFUL AGING AND HEALTH SERVICES. THE COMPENSATION COMMITTEE USES AN OUTSIDE, INDEPENDENT COMPENSATION CONSULTANT AT LEAST EVERY OTHER YEAR TO DETERMINE THE REASONABLENESS OF THE DISQUALIFIED PERSONS' COMPENSATION. THE COMPENSATION CONSULTANT PROVIDES A REPORT TO THE COMPENSATION COMMITTEE OF ITS MARKET COMPETITIVENESS REVIEW, FINDINGS, AND RECOMMENDATIONS, AND A LETTER STATING ITS ASSESSMENT OF THE REASONABLENESS OF COMPENSATION. IN YEARS WHEN THE COMPENSATION COMMITTEE DOES NOT USE AN OUTSIDE CONSULTANT, IT REVIEWS SURVEY INFORMATION TO DETERMINE THE REASONABLENESS OF COMPENSATION. THE COMPENSATION COMMITTEE RECOMMENDS TO THE BOARDS, AND THE BOARD OF DIRECTORS APPROVES THE ANNUAL COMPENSATION CHANGES BASED ON THE RECOMMENDATION OF THE COMPENSATION COMMITTEE. THE SALARIES AND BENEFITS LISTED CONTAIN THE TOTAL SALARIES AND BENEFITS PAID TO EACH INDIVIDUAL THROUGH LIFESPACE COMMUNITIES, INC. AND ALL RELATED ENTITIES. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2024. FORM 990, PART VI, SECTION C, LINE 19 REQUESTS FROM THIRD PARTIES FOR GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE REFERRED TO THE CHIEF FINANCIAL OFFICER. ANNUAL RETURNS AND THE APPLICATION FOR EXEMPTION ARE MADE AVAILABLE FOR THE PUBLIC INSPECTION AND ARE PROVIDED TO INDIVIDUALS WHO REQUEST THEM. COPIES ARE PROVIDED WITHIN 30 DAYS OF A WRITTEN REQUEST OR THE SAME DAY IF REQUESTED IN PERSON. FORM 990, PART XI, LINE 9: EQUITY TRANSFER -419,681. LIFESPACE COMMUNITIES INC 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 421068850 OPERATION OF RETIREMENT COMMUNITIES IA 501(C)3 LINE 10 LIFESPACE INC 0 THE LIFESPACE FOUNDATION 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 421370848 SUPPORT OF RETIREMENT COMMUNITIES IA 501(C)3 LINE 12A, I LIFESPACE INC 0 LIFESPACE INC 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 273270337 OWNERSHIP & ADMINISTRATION OF RETIREMENT COMMUNITY PROPERTY IA 501(C)3 LINE 12B, II N/A 0 TARRANT COUNTY SENIOR LIVING CENTER INC 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 208068602 OPERATION OF RETIREMENT COMMUNITIES TX 501(C)3 LINE 10 LIFESPACE INC 0 BARTON CREEK SENIOR LIVING CENTER INC 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 201203479 OPERATION OF RETIREMENT COMMUNITIES TX 501(C)3 LINE 10 LIFESPACE INC 0 CRAIG ARMADILLO LLC 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 882122474 OPERATION OF RETIREMENT COMMUNITIES TX 501(C)3 LINE 10 LIFESPACE INC 0 WESLEY COURT LLC 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 882178567 OPERATION OF RETIREMENT COMMUNITIES TX 501(C)3 LINE 10 LIFESPACE INC 0 FRIENDSHIP VILLAGE OF MILL CREEK NFP 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 203300991 OPERATION OF RETIREMENT COMMUNITIES IL 501(C)3 LINE 10 LIFESPACE INC 0 SENIORITY INC 3501 OLYMPUS BLVD STE 300 DALLAS TX 75019 943287180 OPERATION OF RETIREMENT COMMUNITIES TX N/A C 0 PRAIRIE VIEW CLUB OF KANSAS 8101 MISSION RD PRAIRIE VILLAGE KS 66208 481159378 RESIDENT ENTERTAINMENT SERVICES KS N/A C 0 0 1 1 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1