2014-09-03T09:33:29-05:00 2013-12-31 420714325 MCGLADREY LLP 100 INTERNATIONAL DRIVE STE 1400 BALTIMORE MD 21202 990 2013-01-01 030498683 EAGLE'S TRACE INC EAGL 2812497000 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 DAVID L BURK TAX OFFICER 2812497000 2014-09-02 1 JAMES P SWEENEY P01263012 4102469300 2013 2016-02-25 16:41:14Z X JAMES HAYES 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 25172860 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 2002 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 12 12 411 250 0 0 336687 345582 15210668 19154326 5523234 5512555 135728 160397 21206317 25172860 10756 26750 0 0 6430493 10180930 0 0 0 16647937 19207982 23089186 29415662 -1882869 -4242802 154729568 164426989 148460729 167543042 6268839 -3116053 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 28195725 26750 19154326 EAGLE'S TRACE, INC. PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 438 INDEPENDENT LIVING UNITS, 22 ASSISTED LIVING UNITS, 29 SKILLED NURSING BEDS, AND 22 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. 28195725 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 64 0 1 411 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 X X MONIKA GAJDA 4104022311 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 RODNEY COE PAST CHAIRPERSON 1.00 8.00 X X 12000 59250 0 JAMES HAYES CHAIRPERSON/PRESIDENT/VICE CHAIR 1.00 11.00 X X 7000 64250 0 JOHN BOWSER SECRETARY 6.00 X X 10000 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 BENJAMIN CORNTHWAITE EXECUTIVE DIRECTOR 40.00 X 183134 0 21422 SHIRLEY GLUECK DIRECTOR OF FINANCE 40.00 X 122422 0 1059 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 DAVID SHOCKLEY ASSOCIATE EXECUTIVE DIRECTOR 40.00 X 130405 0 7910 VICKIE ANTOINE DIRECTOR OF HUMAN RESOURCES 40.00 X 114332 0 7580 PAMELA BURGESON DIRECTOR OF SALES 40.00 X 182354 0 7583 MARY SCHROEDER RETIREMENT COUNSELOR 40.00 X 119800 0 861 CYNTHIA DUPONT REHABILITATION MANAGER 40.00 X 107882 0 23071 1052329 423625 69486 9 0 1 0 ERICKSON LIVING MANAGEMENT 701 MAIDEN CHOICE LN BALTIMORE MD 21228 MANAGEMENT 585833 B & B PAINTING CO PO BOX 846 BELLVILLE TX 77418 PAINTING SERVICE 247347 TRUEGREEN LANDCARE LLC PO BOX 759316 BALTIMORE MD 21275 LANDSCAPING 215269 TCC MULTI-FAMILY INTERIORS INC 4730 BLALOCK ROAD HOUSTON TX 77041 INTERIOR DESIGN 198667 ADMIRAL LINEN AND UNIFORM SERVICE 2030 KIPLING STREET HOUSTON TX 77098 LAUNDRY SERVICE 102755 5 345582 345582 RESIDENT FEES 623990 14808054 14808054 ANCILLARY FEES 623990 2768154 2768154 RESIDENT DEPOSITS 623990 1430695 1430695 CONTRACT REVENUE 623990 145773 145773 PROCESSING FEES 623990 1650 1650 19154326 5512555 5512555 160397 0 160397 160397 160397 25172860 19154326 0 5672952 26750 26750 420037 420037 7564283 7425437 138846 39453 34778 4675 1514187 1422232 91955 642970 593294 49676 585833 585833 26140 22175 3965 42331 42331 2278733 1871214 407519 1446376 1446376 2517531 2460601 56930 2174593 2174588 5 98364 80896 17468 7035267 7035267 2176290 2176290 153780 153780 EQUIPMENT RENTAL 502538 497661 4877 ADMINISTRATIVE & MISC. 100652 77922 22730 RESIDENT RELATIONS 69554 68300 1254 29415662 28195725 1219937 0 2106 2106 2681048 2598967 428412 1134300 98269433 99843550 43192 66076 19108 19028 71047258 10284296 53286269 60762962 154729568 164426989 2639391 2717881 3161992 5793883 142659346 159031278 148460729 167543042 X 5282758 -4329116 986081 1213063 6268839 -3116053 154729568 164426989 X -4242802 -5142090 X 0 1 X 1 0 X 152305 314080 284820 336687 345582 1433474 11625900 49552905 12528885 15210668 19154326 108072684 11778205 49866985 12813705 15547355 19499908 109506158 175000 150000 155000 160000 640000 0 175000 150000 155000 160000 640000 108866158 4911616 4909805 5041359 5665008 5672952 26200740 4911616 4909805 5041359 5665008 5672952 26200740 82624 82624 16689821 54859414 17855064 21212363 25172860 135789522 0.80170 0.79720 0.19300 0.19840 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 65339121 6100811 59238310 3950829 3137364 813465 1757308 1046121 711187 60762962 ADVANCE DEPOSITS 654400 CLAIMS RESERVE 303022 RESIDENT DEPOSITS (NET) 92025561 FUNDS HELD FOR RESIDENTS 35514 UNCLAIMED PROPERTY 1989 RESIDENT REFUNDS PAYABLE 2051357 INTEREST PAYABLE 578675 CAPITAL LEASE PAYABLE 63328730 DEFERRED MANAGEMENT FEES 29292 MARKETING FEE DEFERRED 6862 DEFERRED INTEREST PAYABLE 15876 159031278 X 25238690 65830 65830 25172860 0 25172860 34623582 5207920 5207920 29415662 0 29415662 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 65,830. PART XII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES FROM THE TALON BAR COMPANY 61,117. REVERSAL OF PRIOR AMORTIZATION 5,146,803. 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 18 26750 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, 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 BENJAMIN CORNTHWAITE EXECUTIVE DIRECTOR 147883 0 35000 0 251 0 750 0 20672 0 204556 0 0 0 PAMELA BURGESON DIRECTOR OF SALES 167354 0 15000 0 0 0 750 0 6833 0 189937 0 0 0 SCHEDULE J 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. AMENDED RETURN: PREVIOUSLY REPORTED AMOUNTS OF COMPENSATION WERE INADVERTENTLY TOO HIGH ON THE ORIGINALLY FILED RETURN, AND THE AMENDED RETURN REFLECTS THE ACTUAL AMOUNT OF COMPENSATION RELATED TO THE SERVICES PROVIDED TO THE COMMUNITY. 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. 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. DURING THE YEAR, THE COMMUNITY OPENED ITS "CONTINUING CARE" FACILITY TO RESIDENTS. AT THAT TIME, THE COMMUNITY NEGOTIATED AMENDMENTS TO THE MANAGEMENT AND MARKETING AGREEMENT. IN EXCHANGE FOR CERTAIN FEE CONCESSIONS BY THE MANAGER, THE COMMUNITY AGREED TO ENTER INTO AN AMENDED AND RESTATED MANAGEMENT AND MARKETING AGREEMENT ON JULY 26, 2013 WITH A TEN YEAR TERM EFFECTIVE AS OF MAY 1, 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. BENJAMIN CORNTHWAITE, EXECUTIVE DIRECTOR, SHIRLEY GLUECK, DIRECTOR OF FINANCE, DAVID SHOCKLEY, ASSOCIATE EXECUTIVE DIRECTOR, VICKIE ANTOINE, DIRECTOR OF HUMAN RESOURCES, PAMELA BURGESON, DIRECTOR OF SALES, AND MARY SCHROEDER, RETIREMENT COUNSELOR, 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. FORM 990, PART XI, LINE 9: TALON BAR NET INCOME INCLUDED ON CONSOLIDATED FINANCIAL STATEMENTS 4,713. REVERSAL OF PRIOR AMORTIZATION -5,146,803. FORM 990, PAGE 11, PART X, LINE 23 IN 2011, THE ORGANIZATION ENTERED INTO A NEW WORKING CAPITAL LOAN AGREEMENT IN THE AMOUNT OF UP TO $1,999,000 TO FUND WORKING CAPITAL DEFICITS. THIS LOAN WAS SUBSEQUENTLY MODIFIED ON FEBRUARY 9TH, 2012 TO ALLOW THE ORGANIZATION TO BORROW UP TO $7,400,000 TO FUND WORKING CAPITAL DEFICITS. 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 31,2013 AND 2012 ARE $5,793,883 AND $3,161,992 RESPECTIVELY. EAGLE'S TRACE HOME CARE LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 753194292 HOME SUPPORT SERVICES MD 1052131 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 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 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 65830 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0