2015-09-23T14:03:38-05:00 2014-12-31 420714325 MCGLADREY LLP 100 INTERNATIONAL DRIVE STE 1400 BALTIMORE MD 21202 990 2014-01-01 030498683 EAGLE'S TRACE INC EAGL 2812497000 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 DAVID L BURK TAX OFFICER 2812497000 2015-09-16 1 JULIA FLANNERY CPA P00928918 4102469300 2014 2016-02-25 16:41:14Z JAMES HAYES 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 29304825 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 2002 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 11 11 465 250 0 0 345582 391054 19154326 23435537 5512555 5313223 160397 165011 25172860 29304825 26750 26420 0 0 10180930 12783080 0 0 0 19207982 20434216 29415662 33243716 -4242802 -3938891 164426989 162815076 167543042 169875815 -3116053 -7060739 X OUR MISSION IS TO PROVIDE AN ACTIVE AND ENGAGED QUALITY OF LIFE AND A FULL CONTINUUM OF CARE SERVICES FOR SENIORS THROUGH THE ACHIEVEMENT OF EXEMPLARY SERVICES, PROGRAMS AND FACILITIES WHILE MAINTAINING AFFORDABILITY FOR RESIDENTS AND LONG-TERM FINANCIAL STABILITY OF THE COMMUNITY. 0 0 31782656 26420 23435537 EAGLE'S TRACE, INC. PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 462 INDEPENDENT LIVING UNITS, 32 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. 31782656 1 1 0 0 0 0 0 0 0 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 65 0 1 465 1 0 0 0 0 0 1 1 0 0 0 0 X 11 11 0 1 0 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 RODNEY COE CHAIRPERSON (THRU 3/15/14) 0.70 5.70 X X 3000 15125 0 JAMES HAYES CHAIR (BEG 3/16/14), PRES/V. CHAIR (THRU 3/15/14) 1.00 9.00 X X 10750 65500 0 GROVER WRENN PRESIDENT/VICE CHAIR (BEG 3/16/14) 1.00 8.00 X X 7000 65500 0 JOHN BOWSER SECRETARY 8.00 X X 10000 0 0 BOONE POWELL TREASURER 0.40 1.60 X X 7000 28000 0 ZINA JACQUE DIRECTOR 1.00 4.00 X 7000 28000 0 MIKE ROSKIEWICZ DIRECTOR 1.00 4.00 X 7000 30500 0 DAVE BURK DIRECTOR 2.00 10.00 X 7000 33000 0 STEVE HUNSICKER DIRECTOR 1.00 4.00 X 7000 33000 0 SCOTT HOLLINGSWORTH DIRECTOR 1.00 5.00 X 7000 31750 0 MICHELLE BOHREER DIRECTOR 1.00 10.00 X 7000 57375 0 ROSETTA ROBINS DIRECTOR 1.00 5.00 X 7000 33000 0 JOHN HALL ASSISTANT TREASURER 0.50 7.00 X 0 0 0 CHRIS RATHMANN ASSISTANT TREASURER 0.50 7.50 X 0 0 0 JAMES WALTER ASSISTANT TREASURER 0.50 7.00 X 0 0 0 BENJAMIN CORNTHWAITE EXECUTIVE DIRECTOR 40.00 X 189220 0 21143 SHIRLEY GLUECK DIRECTOR OF FINANCE 40.00 X 125076 0 1061 PAMELA BURGESON DIRECTOR OF SALES 40.00 X 196573 0 7039 STEPHEN AIGNER ASSOC. EXECUTIVE DIR. (BEG 6/8/14) 40.00 40.00 X 75433 99062 20365 VICKIE ANTOINE DIRECTOR OF HUMAN RESOURCES 40.00 X 118119 0 7795 CYNTHIA DUPONT REHABILITATION MANAGER 40.00 X 106826 0 23713 MICHAEL FRIEDEL CONTINUING CARE ADMIN. (BEG 10/1/14) 40.00 40.00 X 17202 86710 1461 915199 606522 82577 6 0 1 0 ERICKSON LIVING MANAGEMENT 701 MAIDEN CHOICE LN BALTIMORE MD 21228 MANAGEMENT 632660 TCC MULTI-FAMILY INTERIORS INC 4730 BLALOCK ROAD HOUSTON TX 77041 INTERIOR DESIGN 257163 JB SUPER PAINTING & CARPET 12810 GRANT CROSS LANE HOUSTON TX 77072 PAINTING 210724 TRUGREEN LANDCARE LLC PO BOX 759316 BALTIMORE MD 21275 LANDSCAPING 206227 B&B PAINTING CO PO BOX 846 BELLVILLE TX 77418 PAINTING 193419 10 391054 391054 RESIDENT FEES 623990 20461506 20461506 ANCILLARY FEES 623990 2820746 2820746 CONTRACT REVENUE 623990 118572 118572 RESIDENT DEPOSITS 623990 23613 23613 PROCESSING FEES 623990 11100 11100 23435537 5313223 5313223 162245 0 162245 162245 162245 OTHER 900099 2766 2766 2766 29304825 23435537 0 5478234 26420 26420 423250 423250 9670543 9489901 180642 87654 82979 4675 1807910 1601186 206724 793723 744720 49003 632660 632660 46267 10781 35486 45822 45822 2818925 2376004 442921 1110708 1110708 2780811 2736878 43933 2054699 2054699 135135 100368 34767 7161615 7161615 2510957 2510957 239390 239390 EQUIPMENT RENTAL 590423 574051 16372 ADMINISTRATIVE & MISC. 228687 205400 23287 RESIDENT RELATIONS 78117 78117 33243716 31782656 1461060 0 2106 2056 2598967 2693573 1134300 922165 99843550 99424271 66076 56868 19028 484960 71946653 12715470 60762962 59231183 164426989 162815076 2717881 3162341 5793883 6537593 159031278 160175881 167543042 169875815 X -4329116 -8530774 1213063 1470035 -3116053 -7060739 164426989 162815076 X -3938891 -5795 X 0 1 X 1 0 X 314080 284820 336687 345582 391054 1672223 49552905 12528885 15210668 19154326 23435537 119882321 49866985 12813705 15547355 19499908 23826591 121554544 175000 150000 155000 160000 165000 805000 0 175000 150000 155000 160000 165000 805000 120749544 4909805 5041359 5665008 5672952 5475468 26764592 4909805 5041359 5665008 5672952 5475468 26764592 82624 82624 54859414 17855064 21212363 25172860 29302059 148401760 0.81370 0.80170 0.18040 0.19300 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 65878250 8156310 57721940 4270593 3422578 848015 1797810 1136582 661228 59231183 ADVANCE DEPOSITS 299900 CLAIMS RESERVE 346262 RESIDENT DEPOSITS (NET) 94170286 FUNDS HELD FOR RESIDENTS 38445 UNCLAIMED PROPERTY 1527 RESIDENT REFUNDS PAYABLE 1103987 INTEREST PAYABLE 579155 CAPITAL LEASE PAYABLE 63579320 DEFERRED MANAGEMENT FEES 31633 MARKETING FEE DEFERRED 8202 DEFERRED INTEREST PAYABLE 17164 160175881 X 29377249 72424 72424 29304825 0 29304825 33321935 78219 78219 33243716 0 33243716 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 72,424. PART XII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES FROM THE TALON BAR COMPANY 66,609. REVERSAL OF PRIOR AMORTIZATION 11,610. 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 15 26420 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, 2014. THE CANDIDATE MUST ALSO ACHIEVE 1,000 HOURS OF WORK DURING A TIME SPAN THAT BEGINS NO EARLIER THAN JUNE 1, 2014 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, 2014 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 2014 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 0 0 BENJAMIN CORNTHWAITE EXECUTIVE DIRECTOR 152669 0 35000 0 1551 0 0 0 21143 0 210363 0 0 0 PAMELA BURGESON DIRECTOR OF SALES 178560 0 17000 0 1013 0 0 0 7039 0 203612 0 0 0 STEPHEN AIGNER ASSOC. EXECUTIVE DIR. (BEG 6/8/14) 52699 69207 8646 11354 14088 18501 0 0 8804 11561 84237 110623 0 0 FORM 990, SCHEDULE J, PART II THE INDIVIDUALS LISTED IN SCHEDULE J, PART II ARE EMPLOYEES OF ERICKSON LIVING MANAGEMENT, LLC ("ELM"), AN UNRELATED ORGANIZATION TO EAGLE'S TRACE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN EAGLE'S TRACE, 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, EAGLE'S TRACE, INC. REIMBURSES ELM FOR THE COST OF SERVICES PERFORMED FOR EAGLE'S TRACE, INC. FORM 990, PART VI, SECTION A, LINE 1 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 3 ON APRIL 30, 2010, EAGLE'S TRACE, INC. ENTERED INTO A NEW MANAGEMENT AND MARKETING AGREEMENT WITH ERICKSON LIVING MANAGEMENT, LLC ("ELM") TO PROVIDE THE SERVICES PREVIOUSLY PROVIDED BY ERC. ELM IS A SUBSIDIARY OF REDWOOD-ERC SENIOR LIVING HOLDINGS, LLC, NOW KNOWN AS ERICKSON LIVING HOLDINGS, LLC WHICH, TOGETHER WITH OTHER RELATED ENTITIES, PURCHASED THE MAJORITY OF THE ASSETS OF ERC. ELM IS A MARYLAND LIMITED LIABILITY COMPANY WHICH OPERATES AND MANAGES LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. AS OF JANUARY 1, 2014, EAGLE'S TRACE, INC. AS THE TENANT AND REDWOOD-ERC HOUSTON CAMPUS, L.L.C. ("REDWOOD") AS THE LANDLORD ENTERED INTO A THIRD AMENDED AND RESTATED MASTER LEASE AND USE AGREEMENT. THE PURPOSE OF THE AMENDMENT WAS TO REVISE CERTAIN PROVISIONS RELATING TO A CAPITAL REPOSITIONING RESERVE (THE "RESERVE"), INCLUDING (A) CHANGING THE AMOUNT WHICH EAGLE'S TRACE, INC. IS REQUIRED TO DEPOSIT INTO THE RESERVE, BASED ON THE ACTUAL AMOUNT OF RENT PAID BY EAGLE'S TRACE, INC., (B) PERMITTING EITHER EAGLE'S TRACE, INC. OR REDWOOD TO REQUEST AN ANNUAL ANALYSIS OF THE RENTAL RATE TO DETERMINE IF IT IS A MARKET RATE AT ANY TIME, BEGINNING IN 2014, AND (C) CHANGING THE DISPUTE RESOLUTION PROCESS. THE FOLLOWING OFFICERS ARE LISTED IN PART VII, AS NON-COMPENSATED OFFICERS OF THE FILING ORGANIZATION, JOHN HALL, JAMES WALTER, AND CHRIS RATHMANN. THEIR DUTIES ARE CONSIDERED PERFORMED PRO BONO. BENJAMIN CORNTHWAITE, EXECUTIVE DIRECTOR, SHIRLEY GLUECK, DIRECTOR OF FINANCE, PAMELA BURGESON, DIRECTOR OF SALES, STEPHEN AIGNER, ASSOCIATE EXECUTIVE DIRECTOR, VICKIE ANTOINE, DIRECTOR OF HUMAN RESOURCES, AND MICHAEL FRIEDEL, CONTINUING CARE ADMINISTRATOR, 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 EAGLE'S TRACE, 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 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 NATIONAL SENIOR CAMPUSES, INC. HAS THE RIGHT TO APPOINT AND ELECT ALL DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN EXTRAORDINARY ACTIONS OF THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER UNDER APPLICABLE STATE LAW. FORM 990, PART VI, SECTION B, LINE 11 THE BOARD APPOINTS A COMMITTEE FROM AMONG ITS DIRECTORS AS WELL AS THE DIRECTORS FROM ONE OR MORE RELATED ENTITIES TO OVERSEE THE PREPARATION OF FORM 990. THE BOARD CHAIR HAS THE RESPONSIBILITY TO REVIEW FORM 990 PRIOR TO ITS FILING OR TO DESIGNATE ANOTHER BOARD MEMBER TO REVIEW THE FORM. THE FULL BOARD IS GIVEN THE OPPORTUNITY TO REVIEW THE FINAL VERSION OF FORM 990 BEFORE IT IS FILED AND ASK QUESTIONS OF THE COMMITTEE OR THE REVIEWER REGARDING THE FORM. THE BOARD CHAIR DESIGNATES AN OFFICER TO SIGN FORM 990. FORM 990, PART VI, SECTION B, LINE 12C EAGLE'S TRACE, INC.'S CONFLICT OF INTEREST POLICY COVERS 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. EACH COVERED PERSON COMPLETES A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY AND AS POTENTIAL CONFLICTS ARISE DURING THE YEAR. THESE 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 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. COMPENSATION IS APPROACHED ON AN OVERALL BASIS AND THE TOTAL VALUE OF ALL FORMS OF COMPENSATION IS ESTABLISHED AND MONITORED. 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 FULL BOARD HAS ACCESS TO EAGLES TRACE INC.'S 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. THE CONSULTANT REVIEW WAS LAST UNDERTAKEN IN 2012 AND WAS ACTED UPON BY THE BOARD IN EARLY 2013. FORM 990, PART VI, SECTION C, LINE 19 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 XI, LINE 9: TALON BAR NET INCOME INCLUDED ON CONSOLIDATED FINANCIAL STATEMENTS 5,815. REVERSAL OF PRIOR AMORTIZATION -11,610. FORM 990, PAGE 11, PART X, LINE 23 AN AMENDED AND RESTATED WORKING CAPITAL LOAN AGREEMENT (THE "LOAN AGREEMENT") WAS MADE AS OF JANUARY 1, 2014, WHICH AMENDED AND RESTATED IN FULL 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 FROM $7,400,000 TO $10,300,000. A FOURTH AMENDED AND RESTATED WORKING CAPITAL PROMISSORY NOTE WAS MADE AS OF JANUARY 1, 2014 TO CORRESPOND TO THE CHANGES IN THE LOAN AGREEMENT. THE NEW WORKING CAPITAL LOAN AGREEMENT PROVIDES THAT THE ORGANIZATION'S PAYMENT OBLIGATION MAY BE DEFERRED WITHOUT PENALTY TO ALLOW THE ORGANIZATION TO MAINTAIN CERTAIN REQUIRED CASH ON HAND UNTIL SUCH TIME AS IT IS ABLE TO RESUME MAKING PAYMENTS ON THE LOAN AND MEET THE REQUIREMENTS FOR CASH RESERVES (IF PAYMENT WOULD CAUSE THE ORGANIZATION TO FALL BELOW REGULATORY REQUIREMENTS FOR CASH RESERVES). THE OUTSTANDING LOAN BALANCES ON DECEMBER 31,2014 AND 2013 ARE $6,537,593 AND $5,793,883, RESPECTIVELY. EAGLE'S TRACE HOME CARE LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 753194292 HOME SUPPORT SERVICES MD 903061 0 EAGLE'S TRACE INC ASHBY PONDS INC 21170 ASHBY PONDS BLVD ASHBURN VA 20147 205609803 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 BROOKSBY VILLAGE INC 100 BROOKSBY VILLAGE DRIVE PEABODY MA 01960 522126755 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 CEDAR CREST VILLAGE INC 1 CEDAR CREST VILLAGE DRIVE POMPTON PLAINS NJ 07444 522184915 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 FOX RUN VILLAGE INC 41000 13 MILE ROAD NOVI MI 48377 522291271 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 ANN'S CHOICE INC 10000 ANNS CHOICE WAY WARMINSTER PA 18974 522095427 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 HICKORY CHASE INC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 208991395 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 HIGHLAND SPRINGS INC 8000 FRANKFORD ROAD DALLAS TX 75252 510536892 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 LINDEN PONDS INC 300 LINDEN PONDS WAY HINGHAM MA 02043 141849849 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 MARIS GROVE INC 100 MARIS GROVE WAY GLEN MILLS PA 19342 550878964 CONTINUING CARE RETIREMENT COMMUNITY PA 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 NATIONAL SENIOR CAMPUSES INC 5425 WISCONSIN AVE SUITE 600 CHEVY CHASE MD 20815 204356247 SUPPORTING ORGANIZATION MD 501(C)(3) LINE 11C, III-FI N/A 0 NATIONAL SENIOR CAMPUSES FOUNDATION INC 5425 WISCONSIN AVE SUITE 600 CHEVY CHASE MD 20815 030611973 SUPPORTING ORGANIZATION MD 501(C)(3) LINE 11C, III-FI N/A 0 OAK CREST VILLAGE INC 8800 WALTHER BOULEVARD PARKVILLE MD 21234 521874053 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 RIDERWOOD VILLAGE INC 3110 GRACEFIELD ROAD SILVER SPRING MD 20904 522126753 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 SEABROOK VILLAGE INC 3000 ESSEX ROAD TINTON FALLS NJ 07753 522126751 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 TALLGRASS CREEK INC 13800 METCALF AVENUE OVERLAND PARK KS 66223 870765641 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 WIND CREST INC 3235 MILL VISTA ROAD HIGHLANDS RANCH CO 80129 510549976 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 GREENSPRING VILLAGE INC 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 522095427 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 LANTERN HILL INC 535 MOUNTAIN AVENUE NEW PROVIDENCE NJ 07974 371742780 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 THE TALON BAR COMPANY 701 MAIDEN CHOICE LANE BALTIMORE MD 21128 562500131 TO HOLD THE LIQUOR LICENSE FOR THE EAGLE'S TRACE RETIREMENT COMMUNITY TX EAGLE'S TRACE INC C 72424 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0