2011-06-29T12:51:22-05:00 2010-12-31 RSM MCGLADREY INC 100 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2010-01-01 522126751 SEABROOK VILLAGE INC SEAB 7326432000 3000 ESSEX ROAD TINTON FALLS NJ 07753 FREDERICK GRUEL 7326432000 2011-06-29 1 JULIA FLANNERY 4102469300 2010 2016-02-24 21:20:13Z FREDERICK W HAAS 3000 ESSEX ROAD TINTON FALLS NJ 07753 55679287 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 1998 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. SEE SCHEDULE O. 9 9 1001 489 0 0 285037 697221 52283907 54506449 79404 -19722 585567 459007 53233915 55642955 102036 115501 0 0 22001906 23277436 65749 51448 89886 30998999 31655321 53168690 55099706 65225 543249 288296988 282761031 302895886 296816680 -14598898 -14055649 THE BOARD OF DIRECTORS OF NATIONAL SENIOR CAMPUSES, INC. AND ITS SUPPORTED COMMUNITIES ARE COMMITTED TO CREATING COMMUNITIES THAT CELEBRATE LIFE. SEE SCHEDULE O FOR THE COMPLETE MISSION STATEMENT. 0 0 52607367 115501 54506449 SEABROOK VILLAGE PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 1,050 INDEPENDENT LIVING UNITS, 85 ASSISTED LIVING UNITS, AND 76 SKILLED NURSING 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. 52607367 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 1 102 0 1 1001 1 0 0 0 0 1 1 1 1 0 0 0 0 X 9 9 1 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 NJ X X MARY WINDSOR 4104022364 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 STANLEY ELWELL 2.00 X X 12351 47399 0 BILL KENNEDY 1.00 X X 6724 30526 0 ALLAN OLSTAR 3.00 X X 6250 0 0 FREDERICK GRUEL 2.00 X X 5219 15656 0 MERYLE TWERSKY 1.00 X 2936 50814 0 FREDERICK HAAS 2.00 X 6688 20062 0 ELLEN TOPLIN 1.00 X 3750 11250 0 BARBARA BISGAIER 1.00 X 1875 5625 0 MARY COLINS 1.00 X 1875 5625 0 ARNOLD SPEERT 1.00 X 1875 5625 0 ARTHUR SPARKS 40.00 X 176076 0 750 DAVID MUTH 40.00 X 96565 0 10963 DEBRA B DOYLE 10.00 X 0 0 0 JEFFREY A JACOBSON 10.00 X 0 0 0 GARY HIBBS 10.00 X 0 0 0 RICHARD KIERNAN 40.00 X 134062 0 11713 MADELINE HOGAN 40.00 X 135370 0 9229 GARY ENGLESTAD 40.00 X 126532 0 12784 ZENAIDA PALMA 40.00 X 119985 0 9434 KAREN KOLLMER 40.00 X 110891 0 1219 949024 192582 56092 8 0 1 0 CASS INFORMATION SYSTEMS INC 59 LOWES WAY LOWELL MA 01851 BUSINESS PROCESS OUTSOURCING 2926438 SYSCO FOOD SERVICES 1390 ENCLAVE PARKWAY HOUSTON TX 77077 FOOD SERVICES 2258002 ERICKSON LIVING MANAGEMENT LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT 1327244 ERICKSON RETIREMENT COMMUNITIES LLC ER 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT 733629 QUALITY FLOORING INC 870 EAST MAIN STREET NEW HOLLAND PA 17557 HOME RENOVATIONS 321362 9 4305 692916 697221 RESIDENT FEES 623990 44487043 44487043 ANCILLARY FEES 623990 5843949 5843949 RESIDENT DEPOSITS 623990 4162107 4162107 PROCESSING FEES 623990 13350 13350 54506449 14915 14915 459007 459007 459007 459007 34637 -34637 -34637 -34637 1695 4305 1695 0 55642955 54506449 0 439285 115501 115501 335464 335464 17970841 16989178 961287 20376 167808 164870 2188 750 3305477 3161434 140132 3911 1497846 1393499 98099 6248 2060873 2060873 68520 16446 52074 103879 103879 51448 51448 1814008 1814008 5167407 5099633 67517 257 7016673 7015606 1064 3 75602 54064 20979 559 3687421 3687421 8296447 8296447 520991 520991 CONTRACT PROF. SERVICES 2111961 1455134 656607 220 RESIDENT RELATIONS 262825 224745 31967 6113 ADMINISTRATIVE 224529 177692 46837 BENEVOLENT CARE 215231 215231 OTHER 28954 40715 -11762 1 55099706 52607367 2402453 89886 1730 1420 25832512 26091079 1837632 1965302 337210 1029200 113467 105244 325592 525507 293092227 41615592 258202774 251476635 1646071 1566644 288296988 282761031 3920264 4069356 8980000 8980000 62743084 61300601 227252538 222466723 302895886 296816680 X -15055582 -14604782 456684 524133 25000 -14598898 -14055649 288296988 282761031 543249 X X 0 1 1 X 0 X 296675 296645 264840 184292 697221 1739673 47192173 49812234 50174667 52393979 54506449 254079502 47488848 50108879 50439507 52578271 55203670 255819175 0 0 0 255819175 13728416 1498635 1130343 664971 473922 17496287 13728416 1498635 1130343 664971 473922 17496287 61217264 51607514 51569850 53243242 55677592 273315462 0.93600 0.88660 0.06400 0.11340 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 16751900 16751900 262158651 28858259 233300392 10487415 9439227 1048188 3694261 3318106 376155 251476635 RESIDENT DEPOSITS 217010027 ADVANCED DEPOSITS 1166850 RESIDENT REFUNDS 2382400 EMPLOYEE HEALTH PLAN 1775327 FUNDS HELD FOR RESIDENTS 127801 UNCLAIMED PROPERTY 4318 222466723 55642955 55099706 543249 0 543249 55644650 1695 1695 55642955 0 55642955 55101401 1695 1695 55099706 0 55099706 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: SEABROOK VILLAGE, INC. ("SBV") IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501 (C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. TINTON FALLS CAMPUS, LLC ("TFC") IS A SINGLE MEMBER LIMITED LIABILITY COMPANY AND HAS ELECTED TO BE DISREGARDED FOR FEDERAL AND STATE INCOME TAX PURPOSES. TFC'S FINANCIAL STATEMENT ACTIVITY IS REFLECTED ON SBV'S BOOKS AND RECORDS. SBV AND TFC HAVE ADOPTED THE GUIDANCE ON ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF THE ACCOUNTING GUIDANCE RELATED TO ACCOUNTING FOR INCOME TAXES. PART XII, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES REPORTED ON PART VIII LINE 6B 1,695. PART XIII, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES REPORTED ON PART VIII LINE 6B 1,695. X X X X 1 ERICKSON RETIREMENT COMMUNITIES LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 SOLICITATION SPECIAL EVENTS 1 423181 51448 371733 423181 51448 371733 NJ 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 106 115501 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT SEABROOK 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 SEABROOK VILLAGE ON OR BEFORE SEPTEMBER 30, 2010. THE CANDIDATE MUST ALSO ACHIEVE 1,000 HOURS OF WORK DURING A TIME SPAN THAT BEGINS NO EARLIER THAN AUGUST 1, 2010 OF THEIR JUNIOR YEAR OF HIGH SCHOOL (500 OF 1,000 HOURS MUST BE COMPLETED BY THE END OF THEIR JUNIOR YEAR OF HIGH SCHOOL TO QUALIFY). CONTINUED ON SCHEDULE I, PAGE 2, PART IV. ANY HOURS WORKED PRIOR TO AUGUST 1, 2010 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 2011 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 ARTHUR SPARKS 151076 0 25000 0 0 0 750 0 1279 0 178105 0 0 0 SUPPLEMENTAL INFORMATION PART III ALL OF THE INDIVIDUALS LISTED IN SCHEDULE J, PART II ARE EMPLOYEES OF ERICKSON RETIREMENT COMMUNITIES, LLC ("ERC") AND ERICKSON LIVING MANAGEMENT, LLC ("ELM"), UNRELATED ORGANIZATIONS TO SEABROOK VILLAGE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN SEABROOK VILLAGE, INC. AND ERC AND ELM. SEE SCHEDULE O EXPLANATION FOR FORM 990, PART VI, SECTION A, LINE 3. THEREFORE, FOR MATCHING PURPOSES, ERC AND ELM IS THE ISSUER OF THESE FORMS W-2. UNDER THE MANAGEMENT AGREEMENT, SEABROOK VILLAGE, INC. REIMBURSES ERC AND ELM FOR THE COST OF SERVICES PERFORMED FOR SEABROOK VILLAGE, INC. NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY 222045817 64578HAV2 2006-12-07 70474490 ADVANCE REFUNDING 0 0 0 70474490 69064352 1409489 648 0 1 1 1 0 0 0 0 1 0 ERICKSON RETIREMENT COMMUNITIES LLC ERC D DOYLE, J JACOBSON, G HIBBS & A SPARKS ARE OFFICERS OF ERC 733629 MANAGEMENT SERVICES 0 SCHEDULE L, PART IV TRANSACTIONS WITH INTERESTED PERSONS - SCHEDULE LTHE OFFICERS LISTED IN PART IV OF SCHEDULE L WERE EMPLOYEES OF ERICKSON RETIREMENT COMMUNITIES, LLC WHICH PROVIDED MANAGEMENT SERVICES TO THE ORGANIZATION. WITH THE EXCEPTION OF ARTHUR SPARKS, WHO SERVES AS THE EXECUTIVE DIRECTOR OF THE ORGANIZATION'S FACILITIES, THE OTHERS SERVED AS OFFICERS FOR ADMINISTRATIVE CONVENIENCE ONLY IN CONNECTION WITH THEIR PERFORMANCE OF DUTIES UNDER THE MANAGEMENT AGREEMENT. CERTAIN BOARD MEMBERS OF THE ORGANIZATION ALSO SERVE AS OFFICERS OF THE ORGANIZATION AND THOSE BOARD MEMBERS HAVE PRIMARY RESPONSIBILITY FOR CARRYING OUT THE DUTIES OF THE ORGANIZATION'S OFFICERS. THE AMOUNT LISTED AS MANAGEMENT FEES ON SCHEDULE L, PART IV IS THE TOTAL MANAGEMENT FEE PAID BY THE COMMUNITY TO ERICKSON RETIREMENT COMMUNITIES, LLC. ALL SUCH OFFICER APPOINTMENTS ENDED ON APRIL 28, 2010 WHEN NEW OFFICERS WERE APPOINTED. AT THAT TIME, NO EMPLOYEES OF THE MANAGEMENT COMPANY WERE APPOINTED AS OFFICERS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 2 DEBRA B. DOYLE, OFFICER, JEFFREY A. JACOBSON, OFFICER, GARY HIBBS, OFFICER, AND ARTHUR SPARKS, OFFICERS HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 3 SEABROOK VILLAGE, INC. PREVIOUSLY CONTRACTED WITH ERICKSON RETIREMENT COMMUNITIES, LLC ("ERC") TO PROVIDE MANAGEMENT SERVICES WITH RESPECT TO THE CCRC FACILITY. ERC IS A MARYLAND LIMITED LIABILITY COMPANY WHICH OPERATED AND MANAGED LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. ERC FILED FOR BANKRUPTCY PROTECTION IN OCTOBER 2009. THE SALE OF ERC'S ASSETS WAS CONDUCTED BY A COMPETITIVE AUCTION PROCESS THROUGH THE BANKRUPTCY COURT. ON APRIL 30, 2010, SEABROOK 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. THE NEW MANAGEMENT AGREEMENT INCLUDES (WITHOUT LIMITATION) PROVISIONS WHICH PERMIT SEABROOK VILLAGE, INC. TO REVIEW AND RENEGOTIATE MANAGEMENT FEES WITH THE MANAGEMENT COMPANY AFTER YEAR THREE AND YEAR SEVEN, RESPECTIVELY, IF THE MANAGEMENT FEES BEING PAID UNDER THE NEW MANAGEMENT AGREEMENT DEVIATE FROM MARKET (AS DEFINED IN THE AGREEMENT) AT SUCH TIME. THE MANAGEMENT AGREEMENTS IS FOR A TERM OF TEN YEARS. SEABROOK VILLAGE, INC. MAY TERMINATE THE NEW MANAGEMENT AGREEMENT IF CERTAIN OBJECTIVE PERFORMANCE CRITERIA ARE NOT MET. THE MANAGEMENT AGREEMENT COMPLIES WITH REV. PROC. 97-13. FORM 990, PART VI, SECTION A, LINE 4 SEABROOK VILLAGE, INC. ADOPTED BYLAWS AMENDMENTS IN 2009 WHEREBY MOST OF THE RESERVED POWERS OF THE SOLE MEMBER WERE ELIMINATED. ADDITIONALLY, SEABROOK VILLAGE, INC. AMENDED ITS ARTICLES OF INCORPORATION (CHARTER) IN 2009 TO ADD A PROVISION AUTHORIZED BY SECTION 2-104 OF THE CORPORATIONS & ASSOCIATIONS ARTICLE OF THE MARYLAND ANNOTATED CODE. FORM 990, PART VI, SECTION A, LINE 6 SEABROOK VILLAGE, INC.'S SOLE MEMBER IS NATIONAL SENIOR CAMPUSES, INC. (NSC). NSC IS A MARYLAND NON-STOCK CORPORATION. AT THE CURRENT TIME, NSC HAS FILED AN APPLICATION FOR RECOGNITION OF EXEMPTION WITH THE INTERNAL REVENUE SERVICE, AS A "SUPPORTING ORGANIZATION" WITH RESPECT TO SEABROOK VILLAGE, INC, 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 SEABROOK VILLAGE, INC.'S CONFLICT OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER SEABROOK 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 SEABROOK 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 SEABROOK 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 2010 AND WAS ACTED UPON BY THE BOARD IN EARLY 2011. 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 XII, LINE 2C THE PROCESS FOR OVERSEEING THE AUDIT OF THE FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT THAT AUDITED THE FINANCIAL STATEMENTS HAS BEEN CONSISTENT WITH PRIOR YEARS. MISSION STATEMENT - 990 PAGE 1, PART I, LINE 1 AND PART III, LINE 1 MISSION STATEMENT SHARING OUR GIFTS TO CREATE COMMUNITIES THAT CELEBRATE LIFE THE BOARD OF DIRECTORS OF NATIONAL SENIOR CAMPUSES, INC. AND ITS SUPPORTED COMMUNITIES ARE COMMITTED TO ACHIEVING THE MISSION BY: 1. PROMOTING AN ACTIVE QUALITY OF LIFE FOR SENIORS -CREATING LARGE SCALE RETIREMENT CAMPUSES TO PROMOTE ACTIVITY AND HEALTHY LIVING. -PROVIDING A RESIDENT CENTERED SERVICE CULTURE. -ENCOURAGING RESIDENT RUN ACTIVITIES WITH PROFESSIONAL SUPPORT. 2. ACHIEVING EXCELLENCE IN SERVICES AND PROGRAMS -EXERCISING ITS AUTHORITY IN SERVICES, PROGRAMS, FEES, FACILITIES AND FINANCING. -EMBRACING COMPLIANCE, ETHICS AND INTEGRITY. -OVERSEEING SERVICES AND PROGRAMS PERSONALLY AND IN MEETINGS WITH THE RESIDENTS ADVISORY COUNCIL. -TAKING A LONG-TERM VIEW OF FIDUCIARY RESPONSIBILITY. 3. INSURING AFFORDABILITY TO MIDDLE INCOME SENIORS -FOCUSING ON THE LONG TERM VIABILITY OF THE COMMUNITY FOR CURRENT AND FUTURE RESIDENTS. -USING FINANCING STRATEGIES TO LOWER THE COST OF CAPITAL. -QUALIFYING FOR EXEMPTION FROM FEDERAL AND STATE INCOME TAX. -OBTAINING PROPERTY TAX REDUCTIONS FROM COMMUNITY GOVERNMENTS. -ACCUMULATING NET INCOME TO FURTHER THE MISSION. -MAINTAINING A POLICY FOR FULLY REFUNDABLE ENTRANCE DEPOSIT. -OFFERING FEE-FOR-SERVICE HEALTH CARE. 4. MAKING A LIFE CARE COMMITMENT -TO THE EXTENT FEASIBLE, ENSURING THAT NO RESIDENT SHOULD EVER HAVE TO LEAVE A COMMUNITY AS A RESULT OF FINANCIAL INABILITY TO PAY FOR THE COST OF THEIR CARE. -ENCOURAGING FUNDRAISING EFFORTS IN SUPPORT OF BENEVOLENT CARE. 5. FOSTERING GROWTH -COMMITTING TO MAKING THIS LIFESTYLE AVAILABLE TO AN INCREASING NUMBER OF SENIORS. -INCREASING EFFORTS TO ACHIEVE AFFORDABILITY. -DEVELOPING NEW COMMUNITIES IN CURRENT MARKETS. -DEVELOPING COMMUNITIES IN NEW MARKETS. FORM 990, PART VI, LINE 9 THE BOARD OF DIRECTORS AS LISTED IN PART VII, SECTION A, CAN BE REACHED AT THE FOLLOWING ADDRESS: C/O BOARD RELATIONS MANAGER NATIONAL SENIOR CAMPUSES, INC. 701 MAIDEN CHOICE LANE BALTIMORE, MD 21228 FORM 990, PART VII - BOARD OF DIRECTORS COMPENSATION THE COMPENSATION PAID BY RELATED ENTITIES FOR EACH DIRECTOR IS AS FOLLOWS: INDIVIDUAL: STANLEY ELWELL ORGANIZATION COMPENSATION NATIONAL SENIOR CAMPUSES, INC. $ 10,000 SEABROOK VILLAGE, INC. $ 12,351 CEDAR CREST VILLAGE, INC. $ 12,351 MARIS GROVE, INC. $ 12,349 LINDEN PONDS, INC. $ 38 ANN'S CHOICE, INC. $ 12,351 FOX RUN VILLAGE, INC. $ 38 TALLGRASS CREEK, INC. $ 38 HIGHLAND SPRINGS, INC. $ 38 EAGLE'S TRACE, INC. $ 38 WIND CREST, INC. $ 38 ASHBY PONDS, INC. $ 38 SEDGEBROOK, INC. $ 38 MONARCH LANDING, INC. $ 38 ---------- INDIVIDUAL SUB-TOTAL $ 59,750 INDIVIDUAL: BILL KENNEDY ORGANIZATION COMPENSATION NATIONAL SENIOR CAMPUSES, INC. $ 10,000 SEABROOK VILLAGE, INC. $ 6,724 CEDAR CREST VILLAGE, INC. $ 6,726 MARIS GROVE, INC. $ 6,726 LINDEN PONDS, INC. $ 38 ANN'S CHOICE, INC. $ 6,726 FOX RUN VILLAGE, INC. $ 38 TALLGRASS CREEK, INC. $ 38 HIGHLAND SPRINGS, INC. $ 38 EAGLE'S TRACE, INC. $ 38 WIND CREST, INC. $ 38 ASHBY PONDS, INC. $ 38 SEDGEBROOK, INC. $ 38 MONARCH LANDING, INC. $ 38 ---------- INDIVIDUAL SUB-TOTAL $ 37,250 INDIVIDUAL: FRED GRUEL ORGANIZATION COMPENSATION SEABROOK VILLAGE, INC. $ 5,219 CEDAR CREST VILLAGE, INC. $ 5,219 MARIS GROVE, INC. $ 5,219 ANN'S CHOICE, INC. $ 5,218 ---------- INDIVIDUAL SUB-TOTAL $ 20,875 INDIVIDUAL: MERYLE TWERSKY ORGANIZATION COMPENSATION NATIONAL SENIOR CAMPUSES, INC. $ 37,500 SEABROOK VILLAGE, INC. $ 2,936 CEDAR CREST VILLAGE, INC. $ 2,938 MARIS GROVE, INC. $ 2,938 LINDEN PONDS, INC. $ 500 ANN'S CHOICE, INC. $ 2,938 FOX RUN VILLAGE, INC. $ 500 TALLGRASS CREEK, INC. $ 500 HIGHLAND SPRINGS, INC. $ 500 EAGLE'S TRACE, INC. $ 500 WIND CREST, INC. $ 500 ASHBY PONDS, INC. $ 500 SEDGEBROOK, INC. $ 500 MONARCH LANDING, INC. $ 500 ---------- INDIVIDUAL SUB-TOTAL $ 53,750 INDIVIDUAL: FRED HAAS ORGANIZATION COMPENSATION SEABROOK VILLAGE, INC. $ 6,688 CEDAR CREST VILLAGE, INC. $ 6,688 MARIS GROVE, INC. $ 6,688 ANN'S CHOICE, INC. $ 6,686 ---------- INDIVIDUAL SUB-TOTAL $ 26,750 INDIVIDUAL: ELLEN TOPLIN ORGANIZATION COMPENSATION SEABROOK VILLAGE, INC. $ 3,750 CEDAR CREST VILLAGE, INC. $ 3,750 MARIS GROVE, INC. $ 3,750 ANN'S CHOICE, INC. $ 3,750 ---------- INDIVIDUAL SUB-TOTAL $ 15,000 INDIVIDUAL: BARBARA BISGAIER ORGANIZATION COMPENSATION SEABROOK VILLAGE, INC. $ 1,875 CEDAR CREST VILLAGE, INC. $ 1,875 MARIS GROVE, INC. $ 1,875 ANN'S CHOICE, INC. $ 1,875 ---------- INDIVIDUAL SUB-TOTAL $ 7,500 INDIVIDUAL: MARY COLINS ORGANIZATION COMPENSATION SEABROOK VILLAGE, INC. $ 1,875 CEDAR CREST VILLAGE, INC. $ 1,875 MARIS GROVE, INC. $ 1,875 ANN'S CHOICE, INC. $ 1,875 ---------- INDIVIDUAL SUB-TOTAL $ 7,500 INDIVIDUAL: ARNOLD SPEERT ORGANIZATION COMPENSATION SEABROOK VILLAGE, INC. $ 1,875 CEDAR CREST VILLAGE, INC. $ 1,875 MARIS GROVE, INC. $ 1,875 ANN'S CHOICE, INC. $ 1,875 ---------- INDIVIDUAL SUB-TOTAL $ 7,500 FORM 990, PART X, LINE 23 SEABROOK VILLAGE, INC. ("SBV") HAD A WORKING CAPITAL LOAN AGREEMENT (THE "W/C LOAN") WITH ERICKSON RETIREMENT COMMUNITIES, LLC ("ERC"). THE AGREEMENT PROVIDED FOR BORROWING UP TO $3,000,000 AT AN ANNUAL INTEREST RATE OF PRIME PLUS 1% (4.25% FOR BOTH DECEMBER 31,2009 AND 2008). REPAYMENT OF THE W/C LOAN WAS DUE BY MARCH 30, 2010 OR THE FIRST DATE ON WHICH ERC IS NO LONGER THE MANAGER OF SBV. THE INTEREST EXPENSE WAS $94,551 AND $105,958 FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008, RESPECTIVELY. THE BORROWINGS OUTSTANDING WERE $1,395,000 AND $1,500,000 AT DECEMBER 31, 2009 AND 2008, RESPECTIVELY. ON APRIL 30, 2010, REDWOOD-ERC SENIOR LIVING HOLDINGS, LLC ("REM") AND VARIOUS RELATED ENTITIES PURCHASED THE MAJORITY OF THE ASSETS OF ERC, INCLUDING THIS WORKING CAPITAL LOAN. PAYMENT OF THE WORKING CAPITAL LOAN OCCURRED IN JULY 2010. AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANIZATIONS FORM 990, PART VII - BOARD OF DIRECTORS NSC OCV SBV GSV RWV CCV MGC LPH ACH BBV GFM LCC S. ELWELL 6 0 2 0 0 2 2 1 2 0 0 0 B. KENNEDY 5 0 1 0 0 1 1 1 1 0 0 0 A. OLSTAR 0 0 3 0 0 0 0 0 0 0 0 0 F. GRUEL 0 0 2 0 0 2 2 0 2 0 0 0 M. TWERSKY 1 0 1 0 0 1 1 1 1 0 0 0 F. HAAS 0 0 2 0 0 2 2 0 2 0 0 0 E. TOPLIN 0 0 2 0 0 2 2 0 2 0 0 0 B. BISGAISER 0 0 1 0 0 1 1 0 1 0 0 0 A. SPEERT 0 0 1 0 0 1 1 0 1 0 0 0 H. ASHBY 30 0 0 0 0 0 0 0 0 0 0 0 M. TWERSKY 18 0 1 0 0 1 1 0 1 0 0 0 FRV TCK HSD ETH WCD APL SED MLN TWC WRC NSCF S. ELWELL 1 1 1 1 1 1 1 1 0 0 0 B. KENNEDY 1 1 1 1 1 1 1 1 0 0 0 A. OLSTAR 0 0 0 0 0 0 0 0 0 0 0 F. GRUEL 0 0 0 0 0 0 0 0 0 0 0 M. TWERSKY 1 1 1 1 1 1 1 1 0 0 0 F. HAAS 0 0 0 0 0 0 0 0 0 0 0 E. TOPLIN 0 0 0 0 0 0 0 0 0 0 0 B. BISGAISER 0 0 0 0 0 0 0 0 0 0 0 A. SPEERT 0 0 0 0 0 0 0 0 0 0 0 H. ASHBY 0 0 0 0 0 0 0 0 0 0 0 M. TWERSKY 0 0 0 0 0 0 0 0 0 0 0 TINTON FALLS CAMPUS LLC 3000 ESSEX ROAD TINTON FALLS NJ 07753 522027818 OWNER OF LAND AND BUILDINGS MD 0 269546524 N/A 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 MONARCH LANDING INC 2255 ERICKSON DRIVE NAPERVILLE IL 60563 550878965 CONTINUING CARE RETIREMENT COMMUNITY MD 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) 11, III-FI N/A 0 NATIONAL SENIOR CAMPUSES FOUNDATION INC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 030611973 FOUNDATION MD 501(C)(3) 11, 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 SEDGEBROOK INC 800 AUDUBON WAY LINCOLNSHIRE IL 60069 300192403 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 WINDCREST INC 3235 MILL VISTA ROAD HIGHLANDS RANCH CO 80129 510549976 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 GRANT'S FARM MANOR COMMUNITY INC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 262505987 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 LAUREL CHASE INC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 263542112 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 TANGLEWOOD CREEK INC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 262708615 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) 9 NATIONAL SENIOR CAMPUSES INC 0 WINDSOR RUN INC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 262255005 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 0 0 0 SCHEDULE R, PART II, RELATED TAX-EXEMPT ORGANIZATIONS: ON NOVEMBER 23, 2010, SEDGEBROOK, INC. (EIN 30-0192403) CHANGED ITS NAME TO SB-LAKE, INC. AND MONARCH LANDING, INC. (EIN 55-0878965) CHANGED ITS NAME TO ML-DUPAGE, INC.