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 030498683 EAGLE'S TRACE INC EAGL 2812497000 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 DAVID L BURK 2812497000 2011-06-29 1 JULIA FLANNERY 4102469300 2010 2016-02-24 21:20:13Z RODNEY COE 14703 EAGLE VISTA DRIVE HOUSTON TX 77077 54859414 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 2002 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. SEE SCHEDULE O. 8 8 274 212 0 0 152305 314080 11600029 12435245 4763173 4754167 165945 37345571 16681452 54849063 9000 12500 0 0 5230859 5551573 0 0 0 15748118 15367044 20987977 20931117 -4306525 33917946 95634434 154024259 119119383 143591687 -23484949 10432572 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 19550468 12500 49538410 EAGLE'S TRACE, INC. PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 375 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. 19550468 1 1 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 1 0 0 0 0 1 1 0 0 0 0 1 49 0 1 274 1 0 0 0 0 1 1 1 1 0 0 0 0 X 8 8 1 1 1 0 1 1 1 1 1 1 0 1 1 1 1 1 1 1 1 0 X X BRUCE SIXX 4104022362 701 MAIDEN CHOICE LANE CATONSVILLE MD 21228 RODNEY M COE 2.00 X X 11814 65186 0 JAMES P HAYES 1.00 X X 6189 70811 0 JOHN BOWSER 6.00 X X 5000 0 0 BOONE POWELL 1.00 X X 6686 20064 0 DAVID L BURK 3.00 X 6688 20062 0 STEVEN HUNSICKER 1.00 X 6686 20064 0 ZINA JACQUE 1.00 X 0 22250 0 MICHAEL ROSKIEWCZ 1.00 X 0 22250 0 HAROLD ASHBY 1.00 X 2936 59064 0 DEBRA B DOYLE 10.00 X 0 0 0 JEFFREY A JACOBSON 10.00 X 0 0 0 J BENJAMIN UNKLE 10.00 X 0 0 0 KEVIN KNOPF 40.00 X 184954 0 12784 SHIRLEY GLUECK 40.00 X 102021 0 750 332974 299751 13534 2 0 1 0 SYSCO HOUSTON 10710 GREENS CROSSING BLVD HOUSTON TX 77038 FOOD SERVICE 680937 ERICKSON LIVING MANAGEMENT 701 MAIDEN CHOICE LN BALTIMORE MD 21228 MANAGEMENT 303042 BRICKMAN GROUP LTD LLC 3630 SOLUTIONS CENTER CHICAGO IL 606773006 LANDSCAPE & GROUNDSKEEPING 240683 B & B PAINTING CO PO BOX 846 BELLVILLE TX 77418 PAINTING SERVICE 185404 ERICKSON RETIREMENT COMMUNITIES 701 MAIDEN CHOICE LN BALTIMORE MD 21228 MANAGEMENT 148735 7 314080 314080 RESIDENT FEES 623990 9032393 9032393 ANCILLARY FEES 623990 2156885 2156885 RESIDENT DEPOSITS 623990 1237267 1237267 PROCESSING FEES 623990 8700 8700 12435245 4756840 4756840 152965 152965 152965 152965 2673 -2673 -2673 -2673 14495 7678 6817 6817 GAIN ON FORGIVENESS OF 623990 37103165 37103165 OTHER INCOME 900099 82624 82624 37185789 54849063 49538410 0 4996573 12500 12500 348054 348054 3953643 3633845 319798 36373 30753 5620 856563 761650 94913 356940 307937 49003 451777 451777 7658 2110 5548 76126 76126 951210 951210 1375438 1316591 58847 4073177 4073177 46269 28877 17392 4635484 4635484 1704540 1704540 162755 162755 CONTRACT PROF. SERVICES 1396368 956353 440015 EQUIPMENT RENTAL 258706 236752 21954 RESIDENT RELATIONS 141315 128025 13290 ADMINISTRATIVE & MISC. 86221 80006 6215 20931117 19550468 1380649 0 2078 2106 4285622 5387501 360975 462553 89297905 93728953 27447 32513 70046 34865 58735978 4360210 1590361 54375768 95634434 154024259 3062666 2305822 34439415 225810 81617302 141060055 119119383 143591687 X -23782799 9896310 297850 536262 -23484949 10432572 95634434 154024259 X 33917946 -425 X X 0 1 1 X 0 X 33048 128495 138397 152305 314080 766325 5680988 8679771 11030116 11625900 49552905 86569680 5714036 8808266 11168513 11778205 49866985 87336005 0 0 0 87336005 2206997 3885808 4527142 4911616 4909805 20441368 2206997 3885808 4527142 4911616 4909805 20441368 82624 82624 7921033 12694074 15695655 16689821 54859414 107859997 0.80970 0.70940 0.18950 0.29060 X SCHEDULE A, PART II, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 54774790 1181805 53592985 3961188 3178405 782783 54375768 ADVANCE DEPOSITS 204600 CLAIMS RESERVE 206565 RESIDENT DEPOSITS (NET) 84026422 FUNDS HELD FOR RESIDENTS 35400 UNCLAIMED PROPERTY 6655 RESIDENT REFUNDS PAYABLE 1444000 INTEREST PAYABLE 524976 CAPITAL LEASE PAYABLE 54611437 141060055 54849063 20931117 33917946 -425 -425 33917521 54909051 59988 59988 54849063 0 54849063 20991530 60413 60413 20931117 0 20931117 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: EAGLE'S TRACE, INC. ("ETH") AND EAGLE'S TRACE HOME CARE, LLC ("ETHC") ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. IN 2008, ETH AND ETHC ADOPTED THE GUIDANCE ON FASB INTERPRETATION NO. 48 ("FIN 48"), ACCOUNTING FOR INCOME TAXES. THE ADOPTION OF THIS STANDARD DID NOT HAVE A MATERIAL EFFECT ON THE FINANCIAL STATEMENTS. NO FIN 48 LIABILITIES WERE IDENTIFIED FOR THE YEAR ENDED DECEMBER 31, 2010. PART XI, LINE 8 - OTHER ADJUSTMENTS: TALON BAR NET LOSS INCLUDED ON CONSOLIDATED FINANCIAL STATEMENTS -425. PART XII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES FROM SPECIAL FUNDRAISING EVENTS ON PART VIII LINE 8B 7,678. ADJUSTMENT TO TRNA -705. REVENUE FROM THE TALON BAR COMPANY 53,015. PART XIII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES FROM SPECIAL FUNDRAISING EVENTS ON PART VIII LINE 8B 7,678. ADJUSTMENT TO TRNA -705. EXPENSES FROM THE TALON BAR COMPANY 53,440. 1 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 14 12500 OTHER INFORMATION: PART IV: SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT EAGLE'S TRACE, INC. 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, INC. 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 2012 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 KEVIN KNOPF 159954 0 25000 0 0 0 750 0 13291 0 198995 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 EAGLE'S TRACE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN EAGLE'S TRACE, INC. AND ERC AND ELM. SEE SCHEDULE O EXPLANATION FOR FORM 990, PART VI, SECTION A, LINE 3. THEREFORE, FOR IRS MATCHING PURPOSES, ERC AND ELM ARE THE ISSUERS OF THESE FORMS W-2. UNDER THE MANAGEMENT AGREEMENT, EAGLE'S TRACE, INC. REIMBURSES ERC AND ELM FOR THE COST OF SERVICES PERFORMED FOR EAGLE'S TRACE, INC. ERICKSON RETIREMENT COMMUNITIES LLC (ERC) D. DOYLE, J. JACOBSON, J.B. UNKLE, & K. KNOPF ARE OFFICERS OF ERC. 148735 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 K. KNOPF, 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, KEVIN KNOPF, OFFICER, J. BENJAMIN UNKLE, OFFICER, AND JEFFREY A. JACOBSON, OFFICER, HAVE A BUSINESS RELATIONSHIP. THEY WERE OFFICERS ONLY FOR THE PERIOD JANUARY-APRIL 2010. FORM 990, PART VI, SECTION A, LINE 3 EAGLE'S TRACE, 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, 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. THE NEW MANAGEMENT AGREEMENT INCLUDES (WITHOUT LIMITATION) PROVISIONS WHICH PERMIT EAGLE'S TRACE, 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. EAGLE'S TRACE, INC. MAY TERMINATE THE NEW MANAGEMENT AGREEMENT IF CERTAIN OBJECTIVE PERFORMANCE CRITERIA ARE NOT MET. IN ADDITION TO A NEW MANAGEMENT AND MARKETING AGREEMENT, EAGLE'S TRACE, INC. ALSO ENTERED INTO A NEW MASTER LEASE AND USE AGREEMENT, A NEW AMENDED AND RESTATED COMMUNITY LOAN AGREEMENT AND NOTE, A NEW WORKING CAPITAL LOAN AGREEMENT AND NOTE, AND A SUBORDINATION AGREEMENT (HEREINAFTER COLLECTIVELY REFERRED TO AS THE ("NEW AGREEMENTS"). WHILE THE MATERIAL TERMS OF THE NEW AGREEMENTS WERE DETERMINED THROUGH THE COMPETITIVE AUCTION PROCESS, WHICH PROCESS WAS APPROVED BY THE BANKRUPTCY COURT, THE PARTIES ALSO ENGAGED IN EXTENSIVE NEGOTIATIONS DURING THE THREE MONTH PERIOD PRECEDING THE APRIL 30, 2010 SALE TO FINALIZE THE NEW AGREEMENTS. AN IMPORTANT OUTCOME OF THE ERC BANKRUPTCY PROCEEDING, THE AUCTION, AND THE SALE OF ERC'S ASSETS WAS THE ELIMINATION OF THE CONSTRUCTION DEBT THAT HAD ENCUMBERED THE REAL ESTATE COMPRISING THE ORGANIZATION'S FACILITY. MASTER LEASE AND USE AGREEMENT THE ORGANIZATION LEASES ITS CAMPUS FROM A THIRD PARTY. REDWOOD-ERC HOUSTON CAMPUS, L.L.C. (HEREINAFTER "HOUSTON CAMPUS") WAS FORMED BY ERICKSON LIVING HOLDINGS, LLC FOR THE INTENDED PURPOSE OF ACQUIRING THE CAMPUS LEASED BY THE ORGANIZATION AS PART OF THE ERC BANKRUPTCY. ONCE THE ACQUISITION WAS COMPLETED, THE ORGANIZATION ENTERED INTO A NEW MASTER LEASE AND USE AGREEMENT (HEREINAFTER THE "LEASE") WITH HOUSTON CAMPUS. PLEASE NOTE THAT ALL RIGHTS OF THE RESIDENTS, INCLUDING THEIR RIGHT TO RESIDE IN THEIR UNITS AND THEIR RIGHT TO A REFUND OF THEIR ENTRANCE DEPOSITS, ARE PRESERVED IN THE LEASE VIA A NON-DISTURBANCE AGREEMENT. ADDITIONALLY, HOUSTON CAMPUS IS REQUIRED TO IMPOSE THIS NON-DISTURBANCE AGREEMENT ON ANY FUTURE LENDER FOR FINANCING OF THE PROPERTY AND FACILITY. THIS IS AN EXPANSION OF THE PROTECTION AFFORDED RESIDENTS IN THE PRIOR LEASE, AS IT ENSURES THAT, UNLESS THE RESIDENT IS IN BREACH OF HIS/HER RESIDENCE AND CARE AGREEMENT, THE RESIDENT WILL NOT LOSE HIS/HER RIGHT TO OCCUPY HIS/HER UNIT OR THE RIGHT TO AN ENTRANCE DEPOSIT REFUND AS A RESULT OF A DEFAULT UNDER THE LEASE OR UNDER ANY FUTURE FINANCING. IF THE LEASE IS TERMINATED, HOUSTON CAMPUS ASSUMES THE RESPONSIBILITY TO PROVIDE NECESSARY SERVICES AND TO REFUND ENTRANCE DEPOSITS TO THE RESIDENTS AS SET FORTH IN THE RESIDENCE AND CARE AGREEMENT. THIS IS A SIGNIFICANT IMPROVEMENT IN THE PROTECTION OF THE RESIDENTS. THE PREVIOUS MASTER LEASE ONLY PROTECTED THE RESIDENTS' RIGHT TO OCCUPY THEIR UNITS. NOW ALL RESIDENT RIGHTS UNDER THE RESIDENCE AND CARE AGREEMENT ARE PROTECTED, INCLUDING THE RIGHT TO RECEIVE A REFUND. THE TERM OF THE LEASE IS 27.5 YEARS AND IS SUBJECT TO RENEWAL OPTIONS ON THE PART OF THE ORGANIZATION. THE ORGANIZATION HAS A PURCHASE OPTION AND HAS THE RIGHT TO MAKE AN OFFER TO PURCHASE THE PROPERTY AT ANY TIME DURING THE LEASE TERM. THE PURCHASE PRICE FORMULA UNDER THE PURCHASE OPTION WAS CHANGED BY REQUIRING A DETERMINATION OF THE FAIR MARKET VALUE OF THE PREMISES. THE FAIR MARKET VALUE IS DETERMINED AT THE TIME OF PURCHASE BY AN INDEPENDENT APPRAISER BASED ON A FORMULA CONTAINED IN THE LEASE. AMENDED AND RESTATED COMMUNITY LOAN AGREEMENT THE AMENDED AND RESTATED COMMUNITY LOAN AGREEMENT INCLUDES NEW PROVISIONS WHICH BENEFIT THE ORGANIZATION AND THE RESIDENTS. FOR EXAMPLE, ONE NEW SECTION PROVIDES THAT, IN THE EVENT THE MASTER LEASE IS TERMINATED FOR ANY REASON, THE BORROWER (I.E., HOUSTON CAMPUS) ASSUMES EAGLE'S TRACE, INC.'S OBLIGATIONS UNDER THE RESIDENCE AND CARE AGREEMENTS. ALTHOUGH THE OUTSTANDING BALANCE OF THE PREPETITION COMMUNITY LOAN DUE TO EAGLE'S TRACE, INC. COULD HAVE BEEN DISCHARGED, THAT BALANCE WAS REINSTATED IN FULL AS PART OF ERC'S BANKRUPTCY PROCEEDING AND IT REMAINS AS AN OBLIGATION DUE TO EAGLE'S TRACE, INC. EAGLE'S TRACE, INC. ENTERED INTO IN A NEW AGREEMENT IN CONNECTION WITH THE AMENDED AND RESTATED COMMUNITY LOAN AGREEMENT, A SUBORDINATION AGREEMENT BETWEEN THE ORGANIZATION AND REDWOOD-ERC PROPERTIES, L.L.C. THE SUBORDINATION AGREEMENT PROVIDES FOR THE RELATIVE PRIORITY OF THE PRE AND POST PETITION COMMUNITY LOAN OBLIGATIONS. THE ORGANIZATION REPRESENTED IN ITS APPLICATION FOR EXEMPTION THAT IT WOULD SUBMIT THE MANAGEMENT AGREEMENT TO A COMPETITIVE BIDDING PROCESS ON A REGULAR SCHEDULE. THE BOARD HAS MODIFIED ITS POLICY WITH RESPECT TO GOING OUT TO BID FOR THE MANAGEMENT AGREEMENT. THIS FOLLOWED AN EXHAUSTIVE COMPETITIVE BIDDING PROCESS THAT WAS CONDUCTED IN 2008 BY A RELATED ORGANIZATION. THE PROCESS TOOK ALMOST A FULL YEAR TO COMPLETE AT A COST IN EXCESS OF $100,000 AND ONLY THREE MANAGEMENT COMPANIES WERE INTERESTED IN BIDDING. GIVEN THE AMOUNT OF TIME AND MONEY SPENT ON THE COMPETITIVE PROCUREMENT PROCESS BY A RELATED ORGANIZATION AND THE END RESULT, THE BOARD OF DIRECTORS DECIDED THAT CONDUCTING A MANDATORY COMPETITIVE PROCUREMENT PROCESS ON A PREDETERMINED SCHEDULE WAS NOT NECESSARILY THE BEST METHOD OF PROCURING A MANAGEMENT COMPANY. THEREFORE, ON JANUARY 29, 2009, THE POLICY REQUIRING A COMPETITIVE PROCUREMENT PROCESS WAS REVISED BY THE ORGANIZATION'S BOARD OF DIRECTORS FOR THE REASONS SET FORTH IN THE PRIOR PARAGRAPH. THE RESOLUTION ADOPTED BY THE ORGANIZATION'S BOARD OF DIRECTORS TO AMEND THE MANAGEMENT COMPANY PROCUREMENT PROCESS REAFFIRMED THE ORGANIZATION'S POLICIES THAT ANY RENEWAL, RENEGOTIATION OR AMENDMENT OF THE MANAGEMENT COMPANY AGREEMENT RELATING TO THE COMPENSATION OF THE MANAGEMENT COMPANY OR ANY SUCCESSOR MANAGEMENT COMPANY: (1) WILL COMPLY WITH IRS REGULATIONS IN SUPPORT OF IRC SECTION 4958; AND (2) WILL BE NEGOTIATED ON AN ARMS-LENGTH BASIS. THE RESOLUTION FURTHER PROVIDED THAT THE BOARD WILL DETERMINE WHEN, IF AT ALL, IT IS IN THE BEST INTERESTS OF THE ORGANIZATION TO ENGAGE IN A PROCUREMENT PROCESS WITH RESPECT TO ENGAGING MANAGEMENT COMPANY SERVICES IN THE FUTURE. A COMPETITIVE BIDDING PROCESS WAS HELD IN DECEMBER 2009 UNDER THE BANKRUPTCY COURT PROCEEDING WHEREBY A COMPETITIVE BIDDING PROCESS WAS USED TO DETERMINE THE PURCHASER OF THE ASSETS OF ERC. THE MATERIAL TERMS OF THE NEW MANAGEMENT AGREEMENT WERE DETERMINED THROUGH THE COMPETIVE AUCTION PROCESS, WHICH PROCESS WAS APPROVED BY THE BANKRUPTCY COURT, THE PARTIES ALSO ENGAGED IN EXTENSIVE NEGOTIATIONS DURING THE THREE MONTH PERIOD PRECEDING THE APRIL 30, 2010 SALE TO FINALIZE THE NEW AGREEMENT. FORM 990, PART VI, SECTION A, LINE 4 EAGLE'S TRACE, INC. ADOPTED BYLAWS AMENDMENTS IN 2009 WHEREBY MOST OF THE RESERVED POWERS OF THE SOLE MEMBER WERE ELIMINATED. ADDITIONALLY, EAGLE'S TRACE, 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 EAGLE'S TRACE, 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 EAGLE'S TRACE, 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 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 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. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: TALON BAR NET LOSS INCLUDED ON CONSOLIDATED FINANCIAL STATEMENTS -425. TOTAL TO FORM 990, PART XI, LINE 5: -425. 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: RODNEY M. COE ORGANIZATION COMPENSATION NATIONAL SENIOR CAMPUSES, INC. $ 10,000 SEABROOK VILLAGE, INC. $ 38 CEDAR CREST VILLAGE, INC. $ 38 MARIS GROVE, INC. $ 38 LINDEN PONDS, INC. $ 38 SEDGEBROOK, INC. $ 6,503 ANN'S CHOICE, INC. $ 38 FOX RUN VILLAGE, INC. $ 6,503 TALLGRASS CREEK, INC. $ 11,816 HIGHLAND SPRINGS, INC. $ 11,816 EAGLE'S TRACE, INC. $ 11,814 WIND CREST, INC. $ 11,816 MONARCH LANDING, INC. $ 6,503 ASHBY PONDS, INC. $ 39 ---------- INDIVIDUAL SUB-TOTAL $ 77,000 INDIVIDUAL: HAROLD ASHBY ORGANIZATION COMPENSATION NATIONAL SENIOR CAMPUSES, INC. $ 37,500 SEABROOK VILLAGE, INC. $ 500 CEDAR CREST VILLAGE, INC. $ 500 MARIS GROVE, INC. $ 500 LINDEN PONDS, INC. $ 500 SEDGEBROOK, INC. $ 3,250 ANN'S CHOICE, INC. $ 500 FOX RUN VILLAGE, INC. $ 3,250 TALLGRASS CREEK, INC. $ 2,938 HIGHLAND SPRINGS, INC. $ 2,938 EAGLE'S TRACE, INC. $ 2,936 WIND CREST, INC. $ 2,938 MONARCH LANDING, INC. $ 3,250 ASHBY PONDS, INC. $ 500 ---------- INDIVIDUAL SUB-TOTAL $ 62,000 INDIVIDUAL: JAMES P. HAYES ORGANIZATION COMPENSATION NATIONAL SENIOR CAMPUSES, INC. $ 10,000 SEABROOK VILLAGE, INC. $ 38 CEDAR CREST VILLAGE, INC. $ 38 MARIS GROVE, INC. $ 38 LINDEN PONDS, INC. $ 38 SEDGEBROOK, INC. $ 14,003 ANN'S CHOICE, INC. $ 39 FOX RUN VILLAGE, INC. $ 14,003 TALLGRASS CREEK, INC. $ 6,191 HIGHLAND SPRINGS, INC. $ 6,191 EAGLE'S TRACE, INC. $ 6,190 WIND CREST, INC. $ 6,190 MONARCH LANDING, INC. $ 14,003 ASHBY PONDS, INC. $ 38 --------- INDIVIDUAL SUB-TOTAL $ 77,000 INDIVIDUAL: STEVEN HUNSICKER ORGANIZATION COMPENSATION TALLGRASS CREEK, INC. $ 6,688 HIGHLAND SPRINGS, INC. $ 6,688 EAGLE'S TRACE, INC. $ 6,686 WIND CREST, INC. $ 6,688 --------- INDIVIDUAL SUB-TOTAL $ 26,750 INDIVIDUAL: ZINA JACQUE ORGANIZATION COMPENSATION SEDGEBROOK, INC. $ 7,417 FOX RUN VILLAGE, INC. $ 7,417 MONARCH LANDING, INC. $ 7,416 --------- INDIVIDUAL SUB-TOTAL $ 22,250 INDIVIDUAL: MICHAEL ROSKIEWICZ ORGANIZATION COMPENSATION SEDGEBROOK, INC. $ 7,417 FOX RUN VILLAGE, INC. $ 7,417 MONARCH LANDING, INC. $ 7,416 --------- INDIVIDUAL SUB-TOTAL $ 22,250 INDIVIDUAL: DAVID L. BURK ORGANIZATION COMPENSATION TALLGRASS CREEK, INC. $ 6,686 HIGHLAND SPRINGS, INC. $ 6,688 EAGLE'S TRACE, INC. $ 6,688 WIND CREST, INC. $ 6,688 --------- INDIVIDUAL SUB-TOTAL $ 26,750 INDIVIDUAL: BOONE POWELL, JR. ORGANIZATION COMPENSATION TALLGRASS CREEK, INC. $ 6,688 HIGHLAND SPRINGS, INC. $ 6,688 EAGLE'S TRACE, INC. $ 6,686 WIND CREST, INC. $ 6,688 --------- INDIVIDUAL SUB-TOTAL $ 26,750 FORM 990, PART VII - BOARD OF DIRECTORS HOURS PER WEEK APPROXIMATE HOURS PER WEEK, BY ENTITY NSC OCV SBV GSV RWV CCV MGC LPH ACH BBV GFM LCC R. COE 6 0 1 0 0 1 1 1 1 0 0 0 H. ASHBY 30 0 0 0 0 0 0 0 0 0 0 0 J. HAYES 5 0 1 0 0 1 1 1 1 0 0 0 S. HUNSICKER 0 0 0 0 0 0 0 0 0 0 0 0 Z. JACQUE 0 0 0 0 0 0 0 0 0 0 0 0 M. ROSKIEWICZ 0 0 0 0 0 0 0 0 0 0 0 0 D. BURK 0 0 0 0 0 0 0 0 0 0 0 0 B. POWELL 0 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 R. COE 1 2 2 2 2 1 1 1 0 0 0 H. ASHBY 0 0 0 0 0 0 0 0 0 0 0 J. HAYES 2 1 1 1 1 1 2 2 0 0 0 S. HUNSICKER 0 1 1 1 1 0 0 0 0 0 0 Z. JACQUE 2 0 0 1 0 0 2 2 0 0 0 M. ROSKIEWICZ 2 0 0 1 0 0 2 2 0 0 0 D. BURK 0 3 3 3 3 0 0 0 0 0 1 B. POWELL 0 1 1 1 1 0 0 0 0 0 0 M. TWERSKY 0 0 0 0 0 0 0 0 0 0 0 MORTGAGES AND OTHER NOTES PAYABLE - PART X, LINE 23 THE ORGANIZATION ENTERED INTO A NEW WORKING CAPITAL LOAN AGREEMENT IN THE AMOUNT OF UP TO $2,700,000 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). ONE OF THE RESULTS ACHIEVED BY THE ORGANIZATION THROUGH ERC'S BANKRUPTCY PROCEEDING WAS THE ELIMINATION OF THE OUTSTANDING WORKING CAPITAL LOAN BALANCE OF APPROXIMATELY $ 37.1 MILLION OWED BY THE ORGANIZATION AS OF APRIL 30, 2010. EAGLE'S TRACE HOME CARE LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 753194292 HOME SUPPORT SERVICES MD 749818 0 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 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) LINE 11C, III-FI N/A 0 NATIONAL SENIOR CAMPUSES FOUNDATION INC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 030611973 FOUNDATION 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 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 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 N/A C 53015 1.00000 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.