2014-09-03T09:29:11-05:00 2013-12-31 420714325 MCGLADREY LLP 100 INTERNATIONAL DRIVE STE 1400 BALTIMORE MD 21202 990 2013-01-01 205609803 ASHBY PONDS INC ASHB 7037231999 21170 ASHBY PONDS BLVD ASHBURN VA 20147 EILEEN ERSTAD TREASURER 7037231999 2014-09-02 1 JAMES P SWEENEY P01263012 4102469300 2013 2015-11-30 17:44:51Z X JOANNE RORAPAUGH 21170 ASHBY PONDS BLVD ASHBURN VA 20147 29169005 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 2006 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 9 9 359 315 0 0 394379 496739 20801070 19662878 8195369 8837616 169996 170934 29560814 29168167 20374 86448 0 0 5684309 6522735 0 0 0 23314859 24473377 29019542 31082560 541272 -1914393 263544092 257852518 261485158 257713610 2058934 138908 X OUR MISSION IS TO PROMOTE AN ACTIVE AND ENGAGED QUALITY OF LIFE FOR SENIORS AND TO ACHIEVE EXCELLENCE IN SERVICES AND PROGRAMS WITH UNMATCHED VALUE FOR OUR PRESENT AND FUTURE RESIDENTS. WE WORK TO MAINTAIN AFFORDABILITY AND LIFELONG COMMITMENT FOR MIDDLE INCOME SENIORS WHILE ENSURING THE LONG-TERM FINANCIAL STABILITY OF THE COMMUNITY. 0 0 29160240 86448 19662878 ASHBY PONDS PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 535 INDEPENDENT LIVING 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. 29160240 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 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 1 0 0 0 1 55 0 1 359 1 0 0 0 0 0 1 1 0 0 0 0 X 9 9 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 VA X X MONIKA GAJDA 4104022311 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 JOANNE RORAPAUGH CHAIRPERSON 3.00 11.00 X X 12500 38750 0 JACKSON BAIN PRESIDENT/VICE CHAIR 1.00 7.00 X X 7500 27500 0 PHYLLIS LYNNE SECRETARY 3.00 0.00 X X 10000 0 0 EILEEN ERSTAD TREASURER 2.00 10.00 X X 7500 27500 0 JIM ANDERS DIRECTOR 1.00 8.00 X 7500 68750 0 LARRY SHUBNELL DIRECTOR 1.00 13.00 X 7500 55000 0 MAURICE BELLAN DIRECTOR 0.40 1.20 X 7500 22500 0 BETTY PRICE DIRECTOR 1.00 3.00 X 7500 22500 0 STEPHANIE REEL DIRECTOR 1.00 3.00 X 5625 20625 0 CARROLL YINGLING DIRECTOR THROUGH 4/1/2013 0.00 1.00 X 1875 5625 0 JOHN GALLAGHER EXECUTIVE DIRECTOR 40.00 X 221310 0 20768 CHRISTOPHER VILLA DIRECTOR OF FINANCE 40.00 X 132781 0 20389 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 STEPHEN AIGNER ASSOCIATE EXECUTIVE DIRECTOR 40.00 X 130401 0 20389 NICOLE JOHNSON DIRECTOR OF HUMAN RESOURCE 40.00 X 127274 0 13834 HOLLY HENDERSON DIRECTOR OF SALES 40.00 X 161602 0 18543 AMY GROSSMAN DIRECTOR OF CONTINUING CARE 40.00 X 123298 0 20075 THOMAS CHANNON DIRECTOR OF GENERAL SERVICES 40.00 X 115285 0 20983 1086951 288750 134981 8 0 1 0 ERICKSON LIVING MANAGEMENT INC (ELM) 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT 797451 CASS INFORMATION SYSTEMS INC 12444 POWERSCOURT DRIVE STE 550 ST LOUIS MO 63131 BUSINESS TO BUSINESS SOLUTIONS 458799 CYPRESS CONTRACTING 23465 ROCK HAVEN WAY STERLING VA 20166 BUILDER 289286 DOMINION GRANITE & MARBLE LLC 44645 GUILFORD DR STE 207 ASHBURN VA 20147 CUSTOM INTERIORS 225521 ELEGANT CARPET AND FLOORING 21770 BEAUMEADE CIR 105 ASHBURN VA 20147 FLOORING 143149 6 8253 488486 496739 RESIDENT FEES 623990 15751422 15751422 RESIDENT DEPOSITS 623990 2360347 2360347 ANCILLARY FEES 623990 1525786 1525786 CONTRACT REVENUE 623990 16577 16577 PROCESSING FEES 623990 8746 8746 19662878 8838454 8838454 169734 0 169734 169734 169734 838 -838 -838 -838 1200 8253 0 1200 1200 29168167 19662878 0 9008550 86448 86448 470248 470248 4664344 4043675 620669 46473 39798 6675 900070 740595 159475 441600 365460 76140 797451 797451 32225 30058 2167 35865 35865 898 898 2745957 2299382 446575 2108844 2108844 2002054 1959198 42856 2135358 2134485 873 73553 43393 30160 11452683 11452683 2673286 2673286 139891 139891 EQUIPMENT RENTAL 141079 139348 1731 RESIDENT RELATIONS 89178 48198 40980 ADMINISTRATIVE 45055 22182 22873 31082560 29160240 1922320 0 1917 1917 6942746 3616110 162083 149734 2825100 784000 75107 76207 2096 6706 86485183 9313727 77196745 77171456 176338298 176046388 263544092 257852518 3232760 2265959 258252398 255447651 261485158 257713610 X 1231113 -982009 827821 1120917 2058934 138908 263544092 257852518 -1914393 -5633 0 X 0 1 X 1 0 X 126734 335656 338375 394379 496739 1691883 11220076 24419869 16168740 20808642 19664078 92281405 11346810 24755525 16507115 21203021 20160817 93973288 175000 150000 155000 160000 640000 0 175000 150000 155000 160000 640000 93333288 4395245 6436958 7431350 8358839 9008188 35630580 4395245 6436958 7431350 8358839 9008188 35630580 15742055 31192483 23938465 29561860 29169005 129603868 0.72010 0.73110 0.27490 0.26430 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 82112191 7338746 74773445 2301811 1081905 1219906 2071181 893076 1178105 77171456 COMMUNITY LOAN RECEIVABLE 176046388 176046388 ADVANCE DEPOSITS 1282000 CLAIMS RESERVE 163435 FUNDS HELD FOR RESIDENTS 14873 RESIDENT DEPOSITS (NET) 169220820 UNCLAIMED PROPERTY 741 RESIDENT REFUNDS PAYABLE 1284400 INTEREST PAYABLE 927286 CAPITAL LEASE OBLIGATION 82507040 DEFERRED MANAGEMENT FEE 39873 DEFERRED INTEREST 7183 255447651 X 29164602 -5633 2068 -3565 29168167 0 29168167 31084628 2068 2068 31082560 0 31082560 PART X, LINE 2: ASHBY PONDS, INC. ("APL") 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 APL'S TAX POSITIONS AND HAS CONCLUDED THAT APL HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION OR DISCLOSURE IN THE FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: ADJUSTMENT TO TRNA 2,068. PART XII, LINE 2D - OTHER ADJUSTMENTS: ADJUSTMENT TO TRNA 2,068. 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 31 86448 SCHEDULE I, PART I, LINE 2 SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT ASHBY PONDS. 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 ASHBY PONDS 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 FINANCE 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 JOHN GALLAGHER EXECUTIVE DIRECTOR 176289 0 42750 0 2271 0 0 0 20768 0 242078 0 0 0 CHRISTOPHER VILLA DIRECTOR OF FINANCE 117251 0 15530 0 0 0 750 0 19639 0 153170 0 0 0 STEPHEN AIGNER ASSOCIATE EXECUTIVE DIRECTOR 113401 0 17000 0 0 0 750 0 19639 0 150790 0 0 0 HOLLY HENDERSON DIRECTOR OF SALES 148102 0 13500 0 0 0 0 0 18543 0 180145 0 0 0 SCHEDULE J, PART VII ALL OF THE INDIVIDUALS LISTED IN SCHEDULE J, PART II ARE EMPLOYEES OF ERICKSON LIVING MANAGEMENT, LLC ("ELM"), AN UNRELATED ORGANIZATION TO ASHBY PONDS, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN ASHBY PONDS, 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, ASHBY PONDS, INC. REIMBURSES ELM FOR THE COST OF SERVICES PERFORMED FOR ASHBY PONDS, INC. AMENDED RETURN THE FORM 990 IS BEING AMENDED TO REPORT COMPENSATION PAID TO ONE OF THE DIRECTORS FROM THE ORGANIZATION AND RELATED ORGANIZATIONS THAT WAS INADVERTENTLY LEFT OFF THE ORIGINALLY FILED RETURN. ADDITIONALLY, AMOUNTS OF COMPENSATION REPORTED ON THE ORIGINALLY FILED RETURN WERE TOO HIGH, 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, ASHBY PONDS, 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. JOHN GALLAGHER, EXECUTIVE DIRECTOR, CHRISTOPHER VILLA, DIRECTOR OF FINANCE, STEPHEN AIGNER, ASSOCIATE EXECUTIVE DIRECTOR, NICOLE JOHNSON, DIRECTOR OF HUMAN RESOURCE, HOLLY HENDERSON, DIRECTOR OF SALES, AMY GROSSMAN, DIRECTOR OF CONTINUING CARE, AND THOMAS CHANNON, DIRECTOR OF GENERAL SERVICES, 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 ASHBY PONDS, 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 ASHBY PONDS, 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 ASHBY PONDS, INC.'S CONFLICT OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER ASHBY PONDS, 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 ASHBY PONDS, 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 ASHBY PONDS 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 X, LINE 23 MORTGAGES AND OTHER NOTES PAYABLE ON APRIL 30, 2010 APL ENTERED INTO A WORKING CAPITAL LOAN AGREEMENT IN THE AMOUNT OF UP TO $1,475,000 TO FUND WORKING CAPITAL DEFICITS. ON MARCH 1, 2014 THE WORKING CAPITAL LOAN WAS AMENDED TO INCREASE THE BORROWING CAPACITY TO $6,360,000 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). THE OUTSTANDING BALANCE ON THE WCLA LOAN WAS $0 AS OF DECEMBER 31, 2013 AND 2012. 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 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 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0