2014-09-03T09:29:39-05:00 2013-12-31 420714325 MCGLADREY LLP 101 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2013-01-01 522095427 GREENSPRING VILLAGE INC GREE 7039234600 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 EILEEN ERSTAD TREASURER 7039234600 2014-09-02 1 JAMES P SWEENEY P01263012 4102469300 2013 2016-03-07 17:11:31Z X JOANNE RORAPAUGH 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 84589884 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 1997 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 10 10 1483 953 0 0 785274 2153000 86251325 81677362 200483 344490 425715 398294 87662797 84573146 86250 144968 0 0 39591656 39539965 106468 0 226403 42095051 42497129 81879425 82182062 5783372 2391084 458735370 479861113 407878642 467381706 50856728 12479407 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 78653600 144968 81677362 GREENSPRING VILLAGE PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 1,390 INDEPENDENT LIVING UNITS, 148 ASSISTED LIVING UNITS AND 129 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. 78653600 1 1 0 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 92 0 1 1483 1 0 0 0 0 0 1 1 0 0 0 0 X 10 10 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 LARRY SHUBNELL PRESIDENT/VICE CHAIR 1.00 13.00 X X 7500 55000 0 ROY O'CONNOR SECRETARY 7.00 X X 7500 0 0 RON LEVIN PAST SECRETARY 1.00 X X 2500 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 JACKSON BAIN DIRECTOR 1.00 7.00 X 7500 27500 0 CARROLL YINGLING DIRECTOR 0.00 1.00 X 1875 5625 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 ROBIN GLIBOFF EXECUTIVE DIRECTOR THROUGH 11/30/13 40.00 X 205990 0 7883 JEAN LANDREVILLE EXECUTIVE DIRECTOR 12/1/2013-12/31/2013 40.00 40.00 X 15241 131302 1559 BERWICK DREWS DIRECTOR OF FINANCE 40.00 X 122442 0 6833 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 LYNN KEEFE ASSOCIATE EXECUTIVE DIRECTOR 40.00 X 135341 0 81 ERIC WHITSON DIRECTOR OF SALES 40.00 X 118079 0 10302 KAREN BOYCE DIRECTOR OF CONTINUING CARE 40.00 X 128353 0 17063 KIMBERLY JORDAN REHABILITATION MANAGER 40.00 X 130227 0 14472 ALBERTA MOMOH DIRECTOR OF NURSING CONTINUING CARE 40.00 X 148904 0 11453 1079577 420052 69646 17 0 1 0 CYPRESS CONTRACTING 23465 ROCK HAVEN WAY SUITE 130 DULLES VA 20166 CONTRACTUAL CONSTRUCTION 4452067 ERICKSON LIVING MANAGEMENT 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT 3089556 BUSINESS FLOORING INC 9105 WHISKEY BOTTOM ROAD STE E LAUREL MD 20723 FLOORING 346990 TERRIE BIERLIEN 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 BEAUTY SALON 306453 POSITIVE GENERAL CONTRACTORS INC 2277 BEL PRE ROAD STE 200 SILVER SPRING MD 20906 RENOVATIONS 240310 10 419209 1733791 2153000 RESIDENT FEES 623990 65402915 65402915 ANCILLARY FEES 623990 11146352 11146352 RESIDENT DEPOSITS 623990 5042923 5042923 CONTRACT REVENUE 923990 63472 63472 PROCESSING FEES 623990 16200 16200 5500 5500 81677362 345397 345397 402875 0 402875 402875 402875 907 -907 -907 -907 11250 419209 15831 -4581 -4581 84573146 81677362 0 742784 8288 8288 136680 136680 433552 433552 31564872 29975298 1430042 159532 406922 393236 12370 1316 4723761 4421995 289854 11912 2410858 2250803 147532 12523 3089556 3089556 36750 34461 2289 64151 64151 37563 37563 5449043 4727547 720403 1093 2049081 2049081 7206578 7098578 89120 18880 4364695 4363694 1001 134462 99416 32096 2950 2903205 2903205 14554984 14554984 428789 428789 EQUIPMENT RENTAL 1586637 1566828 19767 42 RESIDENT RELATIONS 274674 197486 59723 17465 ADMINISTRATIVE & MISC. 271877 244440 26747 690 AMORTIZATION 45084 45084 82182062 78653600 3302059 226403 1325 1325 30838475 32575990 3905928 4034256 7099900 9413600 145741 128599 28962 112656 452874877 110355645 341862516 342519232 74147123 90415138 705400 660317 458735370 479861113 8635951 9039587 58359355 56946751 340883336 401395368 407878642 467381706 X 49815771 9975219 1040957 2504188 50856728 12479407 458735370 479861113 X 2391084 -124103 -40644302 X 0 1 X 1 0 X 402293 1180381 827172 785274 2153000 5348120 78325898 78756977 81258725 86251325 81688612 406281537 78728191 79937358 82085897 87036599 83841612 411629657 100000 100000 100000 100000 400000 0 100000 100000 100000 100000 400000 411229657 725863 450375 683459 790455 748272 3398424 725863 450375 683459 790455 748272 3398424 79454054 80387733 82769356 87827054 84589884 415028081 0.99080 0.98860 0.00820 0.01060 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 22366516 22366516 406894585 97302896 309591689 20634967 11278054 9356913 2978809 1774695 1204114 342519232 BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST I 90307853 F BENEFICIAL INTEREST IN COMERICA LEGACY FOUNDATION 107285 F 90415138 ADVANCE DEPOSITS 1312400 RESIDENT DEPOSITS (NET) 389426176 RESIDENT REFUNDS 8043879 FUNDS HELD FOR RESIDENTS 311096 CLAIMS RESERVE 1283183 ACCRUED LIABILITY ON SWAP AGREEMENTS 820222 UNCLAIMED PROPERTY 14023 MARKETING FEE DEFERRED 29911 DEFERRED MANAGEMENT FEE 154478 401395368 X 93926292 -124103 9477249 9353146 84573146 0 84573146 132303613 51095202 51095202 81208411 973651 973651 82182062 PART X, LINE 2: GREENSPRING VILLAGE, INC. ("GSV") 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 GSV'S TAX POSITIONS AND HAS CONCLUDED THAT GSV 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 875,688. SPECIAL FUNDRAISING EVENT EXPENSE NETTED WITH REVENUE ON FORM 990 15,831. CHANGE IN BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST 8,585,730. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL FUNDRAISING EVENT EXPENSE NETTED WITH REVENUE ON FORM 990 15,831. ADJUSTMENT TO TRNA 875,688. REVERAL OF PRIOR AMORTIZATION 50,203,683. PART XII, LINE 4B - OTHER ADJUSTMENTS: UNREALIZED GAIN ON SWAP AGREEMENTS INCLUDED IN WITH FUNCTIONAL EXPENSES 973,651. ANNUAL GALA 430459 419209 11250 12411 3420 430459 419209 11250 12411 3420 15831 -4581 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 59 136680 SCHEDULE I, PART I, LINE 2 SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT GREENSPRING 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 GREENSPRING 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. SCHEDULE I, PART II ON FORM 990, PART IX STATEMENT OF FUNCTIONAL EXPENSES, LINE 1, GREENSPRING VILLAGE, INC. (GSV) IS SHOWING GRANTS AND OTHER ASSISTANCE TO GOVERNMENTS AND ORGANIZATIONS IN THE UNITED STATES IN THE AMOUNT OF $8,288. NO ORGANIZATIONS OR GOVERNMENTS WHO RECEIVED GRANTS FROM GSV DURING 2013 RECEIVED GRANTS GREATER THAN $5,000. X X X 0 0 0 0 0 0 0 0 0 ROBIN GLIBOFF EXECUTIVE DIRECTOR THROUGH 11/30/13 161790 0 29750 0 14450 0 750 0 7133 0 213873 0 0 0 ALBERTA MOMOH DIRECTOR OF NURSING CONTINUING CARE 134690 0 14214 0 0 0 10739 0 714 0 160357 0 0 0 SCHEDULE J ROBIN GLIBOFF, AN INDIVIDUAL LISTED IN SCHEDULE J, PART II IS AN EMPLOYEE OF ERICKSON LIVING MANAGEMENT, LLC ("ELM"), AN UNRELATED ORGANIZATION TO GREENSPRING VILLAGE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN GREENSPRING 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 THIS FORM W-2. UNDER THE MANAGEMENT AGREEMENT, GREENSPRING VILLAGE, INC. REIMBURSES ELM FOR THE COST OF SERVICES PERFORMED FOR GREENSPRING VILLAGE, INC. A FAIRFAX COUNTY ECONOMIC DEVELOPMENT AUTHORITY 540787833 30382EDS0 2006-10-12 35362678 REFUND PRIOR ISSUE (ORIGINAL ISSUE WAS PRE 2003) 0 0 0 B FAIRFAX COUNTY ECONOMIC DEVELOPMENT AUTHORITY 540787833 30382EEY6 2011-07-07 28160000 REFUND PRIOR ISSUE (ORIGINAL ISSUE WAS PRE 2003) 0 0 0 A 4640000 35362678 2232438 664685 32465555 1999 0 1 1 1 B 1860000 28160000 28160000 1999 1 0 1 1 A 0 0 0 1 0 0 0 1 1 B 0 1 0 1 1 0 0 0 1 A 1 B 1 PART II, LINE 11, COLUMN A & B: PROCEEDS SPENT REFUNDING PRIOR ISSUES PART IV, LINE 2 (C) COLUMN A: A REBATE COMPUTATION WAS DONE ON JANUARY 24, 2012 REFLECTING ACTIVITY FROM OCTOBER 12, 2006 TO SEPTEMBER 30, 2011. AT THAT TIME IT WAS DETERMINED THAT NO REBATE WAS DUE. PART IV, LINE 2 (C) COLUMN B: REBATE COMPUTATION IS NOT DUE YET. PART IV, LINE 6, COLUMN A: PROCEEDS WERE HELD IN A YIELD RESTRICTED REFUNDING ESCROW. 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, GREENSPRING 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 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 MANAGEMENT AGREEMENT COMPLIES WITH REV. PROC. 97-13. 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. JEAN LANDREVILLE, EXECUTIVE DIRECTOR 12/1/13 - 12/31/13, ROBIN GLIBOFF, EXECUTIVE DIRECTOR THROUGH 11/30/13, BERWICK DREWS, DIRECTOR OF FINANCE, LYNN KEEFE, ASSOCIATE EXECUTIVE DIRECTOR, ERIC WHITSON, DIRECTOR OF SALES, AND KAREN BOYCE, DIRECTOR OF CONTINUING CARE, 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 GREENSPRING 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 GREENSPRING 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 THE NATIONAL SENIOR CAMPUSES, INC. BOARD OF DIRECTORS APPOINTS THE DIRECTORS OF GREENSPRING VILLAGE, INC. 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 GREENSPRING VILLAGE, INC.'S CONFLICT OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER GREENSPRING 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 GREENSPRING 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 GREENSPRING 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: CHANGE IN BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST I 8,585,730. REVERSAL OF PRIOR AMORTIZATION -50,203,683. UNREALIZED GAIN ON SWAP AGREEMENTS 973,651. 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 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 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0