2014-07-30T12:10:45-05:00 2013-12-31 420714325 MCGLADREY LLP 100 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2013-01-01 522291271 FOX RUN VILLAGE INC FOXR 2486688600 41000 13 MILE ROAD NOVI MI 48377 DAVID BURK TAX OFFICER 2486688600 2014-07-16 1 JAMES P SWEENEY P01263012 4102469300 2013 2015-11-30 17:44:51Z RODNEY COE 41000 13 MILE ROAD NOVI MI 48377 54606155 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 2000 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 12 12 1023 688 0 0 626767 581827 45512912 44664649 9543497 9040432 251682 276139 55934858 54563047 102816 121251 0 0 21129955 21216512 0 0 84904 33317281 32973009 54550052 54310772 1384806 252275 280642262 279717006 250061233 264065959 30581029 15651047 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 52353832 121251 44664649 FOX RUN VILLAGE PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 730 INDEPENDENT LIVING UNITS, 41 ASSISTED LIVING UNITS, AND 64 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. 52353832 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 103 0 1 1023 1 0 0 0 0 0 1 1 0 0 0 0 X 12 12 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MI X X MARY WINDSOR 4104022364 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 RODNEY COE CHAIRPERSON 1.00 8.00 X X 12000 59250 0 JAMES HAYES PRESIDENT/VICE CHAIR 1.00 11.00 X X 7000 64250 0 DOREEN POUPARD SECRETARY 5.00 0.00 X X 5000 0 0 PEARL HOLFORTY PAST SECRETARY 1.00 X X 5000 0 0 BOONE POWELL TREASURER 0.20 0.80 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 28000 0 DAVE BURK DIRECTOR 1.00 6.00 X 7000 33000 0 STEVE HUNSICKER DIRECTOR 0.40 1.60 X 7000 31750 0 GROVER WRENN DIRECTOR 1.00 8.00 X 7000 57375 0 SCOTT HOLLINGSWORTH DIRECTOR 1.00 4.00 X 7000 28000 0 MICHELLE BOHREER DIRECTOR 1.00 5.00 X 7000 33000 0 ROSETTA ROBINS DIRECTOR 1.00 5.00 X 7000 33000 0 MICHAEL MCCORMICK EXECUTIVE DIRECTOR 40.00 X 256138 0 22444 GREGORY MEEHAN DIRECTOR OF FINANCE 40.00 X 91883 0 5741 JOHN HALL ASSISTANT TREASURER 0.50 7.00 X 0 0 0 JAMES WALTER ASSISTANT TREASURER 0.50 7.00 X 0 0 0 CHRIS RATHMANN ASSISTANT TREASURER 0.50 7.00 X 0 0 0 JEAN LANDREVILLE ASSOCIATE EXECUTIVE DIRECTOR 7/14/13-12/1/13 40.00 40.00 X 39860 106683 1559 ALFRED MOSCHETTA DIRECTOR OF SALES 40.00 X 172559 0 1471 DANNY MCNEAL DIRECTOR OF CONTINUING CARE 40.00 X 131137 0 21035 CAROLYN IVES RETIREMENT COUNSELOR 40.00 X 122137 0 18011 MARY WOLFE PERSONAL MOVING CONSULTANT 40.00 X 105358 0 17428 1011072 530308 87689 8 0 1 0 ERICKSON LIVING MANAGEMENT 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT 1679135 RISCO INC 20879 MARLINGA CLINTON TWP MI 48038 CONSTRUCTION SERVICES 467963 GREAT OAKS MAINTENANCE & HORTICULTURAL 28025 SAMUEL LINDEN COURT NOVI MI 48377 LANDSCAPING 257430 MODERN FLOORS AND INTERIORS 1145 N PONTIAC TRL WALLED LAKE MI 48390 FLOORING 231975 BRIGHT HOUSE NETWORKS 14525 FARMINGTON RD LIVONIA MI 48154 CABLE TV 172469 7 89418 492409 581827 RESIDENT FEES 623990 33585680 33585680 ANCILLARY FEES 623990 7477661 7477661 RESIDENT DEPOSITS 623990 3535706 3535706 CONTRACT REVENUE 623990 55102 55102 PROCESSING FEES 623990 10500 10500 44664649 9043926 9043926 277701 0 277701 277701 277701 3494 -3494 -3494 -3494 38052 89418 39614 -1562 -1562 54563047 44664649 0 9316571 121251 121251 440021 440021 16438114 15929776 440608 67730 150994 143053 5895 2046 2882477 2669862 204780 7835 1304906 1229179 70679 5048 1679135 1679135 29063 29930 -867 43016 43016 6682 6682 3219613 2703255 516358 2315266 2315266 4451502 4368152 81684 1666 4428393 4428393 152316 112956 39019 341 11897847 11897847 3131696 3131696 259198 259198 EQUIPMENT RENTAL 980258 971780 8478 RESIDENT RELATIONS 284256 246492 37526 238 ADMINISTRATIVE AND MISC 94768 73595 21173 54310772 52353832 1872036 84904 1200 1200 13612931 14516308 2466621 2836941 179698905 178370962 109382 107788 1034185 739135 97759548 14614876 83719038 83144672 280642262 279717006 5418193 3480980 244643040 260584979 250061233 264065959 X 28438913 13240400 2142116 2410647 30581029 15651047 280642262 279717006 X 252275 -19336 -15162921 X 0 1 X 1 0 X 315205 414591 603406 626767 581827 2541796 34318710 83534715 40108047 45524799 44702701 248188972 34633915 83949306 40711453 46151566 45284528 250730768 100000 100000 100000 140000 440000 0 100000 100000 100000 140000 440000 250290768 10523647 9589457 9995173 9813436 9321627 49243340 10523647 9589457 9995173 9813436 9321627 49243340 45157562 93538763 50706626 55965002 54606155 299974108 0.83440 0.82400 0.16420 0.17500 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 89601758 8951965 80649793 4511553 2623256 1888297 3646237 3039655 606582 83144672 CLAIMS RESERVE 279465 ADVANCE DEPOSITS 2375082 FUNDS HELD FOR RESIDENTS 46327 PARKING DEPOSITS 1003000 RESIDENT DEPOSITS (NET) 163906097 UNCLAIMED PROPERTY 3091 RESIDENT REFUNDS PAYABLE 3838896 DEFERRED MARKETING FEE 58964 INTEREST PAYABLE 1014685 CAPITAL LEASE OBLIGATION 87975415 DEFERRED MANAGEMENT FEE 83957 260584979 X 54701045 -19336 157334 137998 54563047 0 54563047 69631027 15320255 15320255 54310772 0 54310772 PART X, LINE 2: FOX RUN VILLAGE, INC. ("FRV") IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. MANAGEMENT HAS EVALUATED FRV'S TAX POSITIONS AND HAS CONCLUDED THAT FRV HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSES NETTED WITH REVENUE ON FORM 990 39,614. ADJUSTMENT TO TRNA 117,720. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSES NETTED WITH REVENUE ON FORM 990 39,614. ADJUSTMENT TO TRNA 117,720. REVERSAL OF PRIOR AMORTIZATION 15,162,921. ANNUAL GALA 127470 89418 38052 16451 11588 11575 127470 89418 38052 16451 11588 11575 39614 -1562 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 62 121251 SCHEDULE I, PART I, LINE 2 SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT FOX RUN 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 FOX RUN VILLAGE ON OR BEFORE SEPTEMBER 30, 2013. THE CANDIDATE MUST ALSO ACHIEVE 1,000 HOURS OF WORK DURING A TIME SPAN THAT BEGINS NO EARLIER THAN JUNE 1, 2013 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, 2013 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 2013 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 MICHAEL MCCORMICK EXECUTIVE DIRECTOR 217912 0 36000 0 2226 0 750 0 21694 0 278582 0 0 0 ALFRED MOSCHETTA DIRECTOR OF SALES 154732 0 17500 0 327 0 750 0 721 0 174030 0 0 0 DANNY MCNEAL DIRECTOR OF CONTINUING CARE 112999 0 18000 0 138 0 750 0 20285 0 152172 0 0 0 SCHEDULE J ALL OF THE INDIVIDUALS LISTED IN SCHEDULE J, PART II ARE EMPLOYEES OF ERICKSON LIVING MANAGEMENT, LLC ("ELM"), AN UNRELATED ORGANIZATION TO FOX RUN VILLAGE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN FOX RUN 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 THE FORMS W-2. UNDER THE MANAGEMENT AGREEMENT, FOX RUN VILLAGE, INC. REIMBURSES ELM FOR THE COST OF SERVICES PERFORMED FOR FOX RUN VILLAGE, 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, FOX RUN VILLAGE, 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. AN AMENDMENT WAS MADE TO THE MASTER LEASE AND USE AGREEMENT TO CHANGE THE LEASE TERM FROM 27.5 YEARS WITH TWO 10-YEAR RENEWAL OPTIONS AND ONE 2.5 YEAR RENEWAL OPTION, TO 20 YEARS WITH THREE 10-YEAR RENEWAL OPTIONS, AND TO ALLOW THE ORGANIZATION TO EXERCISE ITS PURCHASE OPTION AT 20 YEARS AND AT THE END OF EACH RENEWAL PERIOD, INSTEAD OF 27.5 YEARS (AND AT THE END OF EACH RENEWAL PERIOD). THIS AMENDMENT WAS MADE RETROACTIVE TO MAY 1, 2010. AMENDMENTS WERE MADE TO THE MASTER LEASE AND THE MANAGEMENT AGREEMENT AS OF JANUARY 1, 2013. THE AMENDMENTS WERE MADE PRIMARILY TO ADDRESS THE OBLIGATIONS OF THE PARTIES TO FUND REPOSITIONING AND ROUTINE "LIFE CYCLE" CAPITAL EXPENDITURES AS WELL AS OTHER MATTERS AND INCLUDE: A REDUCTION IN THE PURCHASE PRICE TO 95% OF FAIR MARKET VALUE IN THE EVENT THAT THE COMMUNITY EXERCISES THE BUYOUT OPTION; ELIMINATION OF THE ANNUAL RESERVE FOR REPOSITIONING PROJECTS OF UP TO 2% OF THE AGGREGATE ASSET VALUE OF THE COMMUNITY; AND IN LIEU THEREOF ESTABLISHING A REPOSITIONING RESERVE THAT WILL BE FUNDED BY 7% OUT OF THE COMMUNITY'S EBITDAR; AND AN AGREEMENT BY THE LANDLORD TO MATCH ANY EXPENDITURE FROM THE REPOSITIONING RESERVE ON A 2-FOR-1 BASIS AND TO FUND ANY EXCESS COST BEYOND THAT TOTAL. THAT EFFECTIVELY REDUCED THE COMMUNITY'S LIABILITY FOR THE COST OF REPOSITIONING PROJECTS FROM 100% AS IN THE ORIGINAL LEASE TO NO MORE THAN ONE-THIRD OF THE COST UNDER THE AMENDMENT. THE AMENDMENTS ALSO ESTABLISHED A CAPITAL EXPENDITURES RESERVE THE EFFECT OF WHICH IS TO EVEN OUT THE FUNDING OF "LIFE CYCLE" EXPENDITURES. THE MASTER LEASE AGREEMENT WAS REVISED AS "AMENDED AND RESTATED" WITH A NEW EFFECTIVE DATE. AMENDMENTS WERE ALSO MADE TO THE MANAGEMENT AGREEMENT TO ADDRESS THE CAPITAL EXPENDITURE AND CAPITAL REPOSITIONING RESERVES. AN AMENDMENT WAS MADE TO THE MANAGEMENT AND MARKETING AGREEMENT ON JULY 26, 2013. THE PURPOSE OF THE AMENDMENT WAS TO CHANGE THE TIMING OF THE FIRST MARKET EVALUATION OF THE MANAGEMENT FEE FROM THE THIRD YEAR TO THE FOURTH YEAR OF THE TERM OF THE AGREEMENT IN ORDER TO ALLOW THE COMMUNITY ADDITIONAL TIME TO STUDY THE MARKET AND DETERMINE WHETHER IT WOULD BE TO ITS ADVANTAGE TO INITIATE THE REVIEW. 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. MICHAEL MCCORMICK, EXECUTIVE DIRECTOR, DANNY MCNEAL, DIRECTOR OF FINANCE, JEAN LANDREVILLE, ASSOCIATE EXECUTIVE DIRECTOR, ALFRED MOSCHETTA, DIRECTOR OF SALES, DANNY MCNEAL, DIRECTOR OF CONTINUING CARE, CAROLYN IVES, RETIREMENT COUNSELOR, AND MARY WOLFE, PERSONAL MOVING CONSULTANT, 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 FOX RUN 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 FOX RUN 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 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 FOX RUN VILLAGE, INC.'S CONFLICT OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER FOX RUN VILLAGE, 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 FOX RUN 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 FULL BOARD HAS ACCESS TO FOX RUN VILLAGE 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. FORM 990, PART XI, LINE 9: REVERSAL OF PRIOR AMORTIZATION -15,162,921. FORM 990, PAGE 11, PART X, LINE 23 THE ORGANIZATION ENTERED INTO A NEW WORKING CAPITAL LOAN AGREEMENT IN THE AMOUNT OF UP TO $2,727,000 TO FUND WORKING CAPITAL DEFICITS. IN FEBRUARY OF 2012, THE AGREEMENT WAS AMENDED TO ALLOW BORROWINGS UP TO $1,000,000. 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). AS OF DECEMBER 31, 2013 AND 2012, THERE ARE NO OUTSTANDING BALANCE ON THE WORKING CAPITAL LOAN. 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 EAGLE'S TRACE INC 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 030498683 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 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 204356247 SUPPORTING ORGANIZATION MD 501(C)(3) LINE 11C, III-FI N/A 0 NATIONAL SENIOR CAMPUSES FOUNDATION INC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 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 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0