2020-09-29T07:10:55-05:00 2019-12-31 420714325 RSM US LLP 100 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2019-01-01 510536892 HIGHLAND SPRINGS INC HIGH 9722328000 8000 FRANKFORD ROAD DALLAS TX 75252 EILEEN ERSTAD TREASURER 9722328000 2020-09-18 1 JULIA FLANNERY CPA P00928918 4102469301 73.213.141.28 2020-09-18 14:39:50 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 4EE6A31F760B3C5EA0809148B0E883CC4242B14C 2019 2021-01-29 14:40:06Z JIM HAYES 8000 FRANKFORD ROAD DALLAS TX 75252 55496520 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 2005 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 13 9 712 1023 0 0 305254 661444 40308429 44603436 8639109 10055469 183070 176171 49435862 55496520 76317 82723 0 0 15930138 18469400 0 0 10640 35863580 43072341 51870035 61624464 -2434173 -6127944 342903947 353585930 360265048 377193773 -17361101 -23607843 X OUR MISSION IS TO PROVIDE AN ACTIVE AND ENGAGED QUALITY OF LIFE AND A FULL CONTINUUM OF CARE SERVICES FOR SENIORS THROUGH THE ACHIEVEMENT OF EXEMPLARY SERVICES, PROGRAMS AND FACILITIES WHILE MAINTAINING AFFORDABILITY FOR RESIDENTS AND LONG-TERM FINANCIAL STABILITY OF THE COMMUNITY. 0 0 52779941 82723 44603436 HIGHLAND SPRINGS PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 771 INDEPENDENT LIVING UNITS, 28 ASSISTED LIVING UNITS, 44 SKILLED NURSING BEDS, AND 36 MEMORY CARE UNITS. THE SERVICES WE PROVIDE TO OUR RESIDENTS INCLUDE, BUT ARE NOT LIMITED TO HOUSING, FOOD, MEDICAL, SECURITY AND MAINTENANCE SERVICES, RECREATIONAL AND PASTORAL ACTIVITIES. 52779941 1 1 0 0 0 0 0 0 1 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 78 0 1 712 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 13 9 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X MONIKA GAJDA 4104022311 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 X JIM HAYES PRESIDENT/CHAIR 0.10 10.50 X X 0 108125 0 GROVER WRENN VICE CHAIR (THRU 9/15/19) 0.50 8.00 X X 0 82813 0 MICHELLE BOHREER DIRECTOR 0.10 27.50 X X 0 142500 0 MARY COLINS SECRETARY (BEG 4/1/19) 0.20 12.00 X X 0 126875 0 EILEEN ERSTAD TREASURER 0.30 38.50 X X 0 136875 0 JIM ANDERS DIRECTOR (THRU 1/14/19) 0.00 X 0 26563 0 JACKSON BAIN DIRECTOR 0.10 10.50 X 0 101875 0 BARBARA BISGAIER DIRECTOR 0.10 8.50 X 0 106563 0 BRUCE BEARDSLEY DIRECTOR (THRU 10/1/19) 0.50 34.50 X 0 151251 0 FRED HAAS DIRECTOR 0.20 12.00 X 0 84063 0 ZINA JACQUE DIRECTOR 0.20 15.00 X 0 90625 0 CAROLYN MARKEY DIRECTOR 0.20 10.00 X 0 75625 0 WILLOW PASLEY DIRECTOR (THRU 10/11/19) 0.20 8.00 X 0 88438 0 STEPHANIE REEL DIRECTOR 0.10 6.50 X 0 62500 0 MICHAEL ROSKIEWICZ DIRECTOR (BEG 4/1/19) 1.00 16.00 X 0 70625 0 ARNIE SPEERT DIRECTOR 0.30 12.50 X 0 88125 0 JOHN DANIELS DIRECTOR 6.70 X 0 12500 0 JOHN HALL ASSISTANT TREASURER (THRU 5/1/19) 0.50 7.50 X 0 0 0 CHRIS RATHMANN ASSISTANT TREASURER 0.50 7.50 X 0 0 0 JAMES WALTER ASSISTANT TREASURER (THRU 3/31/19) 0.50 7.50 X 0 0 0 NEAL GANTERT ASSISTANT TREASURER (4/1/19-5/1/19) 0.50 7.50 X 0 0 0 MATTHEW NEVILLE EXECUTIVE DIRECTOR 40.00 X 235861 0 15113 GILLIAN SULLEN DIRECTOR OF FINANCE 40.00 X 136237 0 14562 EKATERINA MOLINA DIRECTOR HEALTHCARE SALES 40.00 X 124468 0 17950 CINDY GAY PERSONAL MOVING CONSULTANT 40.00 X 122138 0 12340 SABRINA REIDLAND DIRECTOR NURSING 40.00 X 121015 0 19828 LAUREN ROZDILSKY SR SALES ASSOCIATE 40.00 X 115904 0 5743 LOAN BOYKIN REHABILITATION MANAGER 40.00 X 114568 0 6816 970191 1555941 92352 10 0 1 0 ERICKSON LIVING MANAGEMENT 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT - SEE SCH. O 6535504 CARBONATED SOLUTIONS LLC 1725 COOL SPRINGS DR MESQUITE TX 75181 CONSTRUCTION/REMODELING 1917321 BRIGHTVIEW LANDSCAPE SERVICES INC PO BOX 31001-2463 PASADENA CA 91110 LANDSCAPING 724708 ARCH STAFFING GROUP INC 1418 W MOCKINGBIRD LN S-400 DALLAS TX 75247 STAFFING 237167 TRANE US INC PO BOX 845063 DALLAS TX 75284 APPLIANCE MAINTENANCE 181327 9 661444 661444 RESIDENT FEES 623311 37299191 37299191 ANCILLARY FEES 623311 5217592 5217592 RESIDENT DEPOSITS 623311 2071465 2071465 PROCESSING FEES 623311 15188 15188 44603436 10055454 10055454 176171 0 176171 176171 176171 15 0 15 15 15 55496520 44603436 0 10231640 16504 16504 66219 66219 401773 401773 14340552 11337482 2993252 9818 220355 190619 29736 2298653 1702624 595992 37 1208067 961793 245489 785 1882672 1882672 45122 45122 55520 55520 302 302 5395522 1757373 3638149 2405284 2405284 3852800 3360884 491916 3853981 3852273 1708 153741 76698 77043 17717381 17717381 5667115 5667115 445851 445851 EQUIPMENT RENTAL 1288014 1199385 88629 RESIDENT RELATIONS 309036 139784 169252 61624464 52779941 8833883 10640 3200 3200 18138615 9107305 997202 739846 185904302 208539525 76077 81045 170134 271738 162737363 30719799 135765694 132017564 1848723 2143615 682092 342903947 353585930 4225297 5420842 998850 1096850 355040901 370676081 360265048 377193773 X -19450403 -26011648 2089302 2403805 -17361101 -23607843 342903947 353585930 X -6127944 -297 -118501 X 0 1 X 1 0 X 417533 373523 507096 305254 661444 2264850 28279786 31619945 35104793 40308429 44603436 179916389 28697319 31993468 35611889 40613683 45264880 182181239 165000 160000 125000 150000 150000 750000 0 165000 160000 125000 150000 150000 750000 181431239 6115015 7047008 8036873 8822179 10231625 40252700 6115015 7047008 8036873 8822179 10231625 40252700 34812334 39040476 43648762 49435862 55496505 222433939 0.81570 0.81560 0.18100 0.18060 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 155072131 26116795 128955336 3743212 2659295 1083917 3922020 1943709 1978311 132017564 CLAIMS RESERVE 450267 FUNDS HELD FOR RESIDENTS 53319 RESIDENT DEPOSITS (NET) 212592794 UNCLAIMED PROPERTY 8504 RESIDENTS REFUNDS 4583868 MARKETING FEE DEFERRED 48645 INTEREST PAYABLE 1062544 DEFERRED MANAGEMENT FEE 94134 CAPITAL LEASE OBLIGATION 148516506 PARKING DEPOSITS 3265500 370676081 X 55750667 -297 254444 254147 55496520 0 55496520 61997409 372945 372945 61624464 0 61624464 PART IV, LINE 2B: PROSPECTIVE RESIDENTS ARE REQUIRED TO MAKE CERTAIN INSTALLMENT PAYMENTS PRIOR TO THE FINAL SETTLEMENT OF THE GIVEN UNIT. THOSE ADVANCE DEPOSITS ARE REPORTED ON FORM 990, PART X, LINE 21. PART X, LINE 2: HIGHLAND SPRINGS, INC. ("HSD") IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. HIGHLAND SPRINGS HOME CARE, LLC ("HSHC") AND CHISHOLMS TRAIL, LLC ("CT") ARE SINGLE MEMBER COMPANIES AND HAVE ELECTED TO BE DISREGARDED FOR FEDERAL AND STATE INCOME TAX PURPOSES. THE FINANCIAL STATEMENT ACTIVITY OF BOTH HSHC AND CT ARE REFLECTED ON HSD'S BOOKS AND RECORDS. MANAGEMENT HAS EVALUATED HSD'S TAX POSITIONS AND HAS CONCLUDED THAT HSD HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: ADJUSTMENT TO DONOR RESTRICTED NET ASSETS 254,444. PART XII, LINE 2D - OTHER ADJUSTMENTS: ADJUSTMENT TO DONOR RESTRICTED NET ASSETS 254,444. REVERSAL OF PRIOR AMORTIZATION 118,501. 1 ALZHEIMER'S ASSOCIATION 3001 KNOX STREET 200 DALLAS TX 75208 133039601 501(C)(3) 16504 0 GENERAL SUPPORT 1 0 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 33 66219 0 SCHEDULE I, PART 1, LINE 2 SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT HIGHLAND SPRINGS. 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 HIGHLAND SPRINGS ON OR BEFORE SEPTEMBER 30, OF THE START OF THEIR JUNIOR YEAR IN HIGH SCHOOL. THE CANDIDATE MUST ALSO ACHIEVE 1,000 HOURS OF WORK DURING A TIME SPAN THAT BEGINS NO EARLIER THAN JUNE 1, 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, OF THE START OF THEIR JUNIOR YEAR 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 2019 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. THE ORGANIZATION MAKES GRANTS TO PUBLIC CHARITIES FROM TIME TO TIME IN SUPPORT OF ITS MISSION. THE GRANTS ARE DOCUMENTED BY THE SENIOR MANAGER, RESIDENT SERVICES. X X X 0 0 0 0 0 0 0 1 0 BRUCE BEARDSLEY DIRECTOR (THRU 10/1/19) 0 142916 0 0 0 8335 0 0 0 0 0 151251 0 0 MATTHEW NEVILLE EXECUTIVE DIRECTOR 187640 0 44058 0 4163 0 750 0 14363 0 250974 0 0 0 GILLIAN SULLEN DIRECTOR OF FINANCE 119464 0 16250 0 523 0 750 0 13812 0 150799 0 0 0 PART I, LINE 7 THE EMPLOYEES LISTED ON FORM 990, PART VII, SECTION A, LINE 1A RECEIVED A DISCRETIONARY BONUS DURING THE YEAR. SCHEDULE J: MATTHEW NEVILLE AND GILLIAN SULLEN ARE LISTED IN SCHEDULE J, PART II AND ARE EMPLOYEES OF ERICKSON LIVING MANAGEMENT, LLC ("ELM"), AN UNRELATED ORGANIZATION TO HIGHLAND SPRINGS, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN HIGHLAND SPRINGS, 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, HIGHLAND SPRINGS, INC. REIMBURSES ELM FOR THE COST OF SERVICES PERFORMED FOR HIGHLAND SPRINGS, INC. FORM 990, PART VI, SECTION A, LINE 1 IF THERE ARE MATERIAL DIFFERENCES IN VOTING RIGHTS AMONG MEMBERS OF THE GOVERNING BODY, OR IF THE GOVERNING BODY DELEGATED BROAD AUTHORITY TO AN EXECUTIVE COMMITTEE OR SIMILAR COMMITTEE, EXPLAIN IN SCHEDULE O. 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 1B: ENTER THE NUMBER OF VOTING MEMBERS INCLUDED ON LINE 1A, ABOVE, WHO ARE INDEPENDENT. THE BOARD MEMBERS THAT ARE DEEMED NOT INDEPENDENT ON THE FORM 990 ARE THOSE INDIVIDUALS WHO RECEIVE COMPENSATION AS AN OFFICER OR OTHER EMPLOYEE FROM THE ORGANIZATION OR FROM A RELATED ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 3 DID THE ORGANIZATION DELEGATE CONTROL OVER MANAGEMENT DUTIES CUSTOMARILY PERFORMED BY OR UNDER THE DIRECT SUPERVISION OF OFFICERS, DIRECTORS, OR TRUSTEES, OR KEY EMPLOYEES TO A MANAGEMENT COMPANY OR OTHER PERSON? HIGHLAND SPRINGS, INC. ENTERED INTO AN AMENDMENT TO THE EXISTING AMENDED & RESTATED MANAGEMENT AGREEMENT ALREADY IN EFFECT WITH ERICKSON LIVING MANAGEMENT, LLC ("ELM"). THE AGREEMENT WAS EFFECTIVE AS OF MARCH 22, 2018 AND MADE CHANGES TO CERTAIN DEFINED TERMS IN THE AGREEMENT. ELM IS A MARYLAND LIMITED LIABILITY COMPANY WHICH MANAGES LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. THE FOLLOWING OFFICERS ARE LISTED IN PART VII, AS NON-COMPENSATED OFFICERS OF THE FILING ORGANIZATION, JOHN HALL, JAMES WALTER, CHRIS RATHMANN AND NEAL GANTERT. THEIR DUTIES ARE CONSIDERED PERFORMED PRO BONO. MATTHEW NEVILLE, EXECUTIVE DIRECTOR AND GILLIAN SULLEN, DIRECTOR OF FINANCE, 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 DID THE ORGANIZATION HAVE MEMBERS OR STOCKHOLDERS? HIGHLAND SPRINGS, 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 HIGHLAND SPRINGS, 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 DID THE ORGANIZATION HAVE MEMBERS, STOCKHOLDERS, OR OTHER PERSONS WHO HAD THE POWER TO ELECT OR APPOINT ONE OR MORE MEMBERS OF THE GOVERNING BODY? THE BOARD OF DIRECTORS MAY NOMINATE A SLATE OF CANDIDATES FOR CONSIDERATION BY THE MEMBER, BUT THE MEMBER HAS SOLE DISCRETION TO ELECT DIRECTORS WHETHER OR NOT NOMINATED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B ARE ANY GOVERNANCE DECISIONS OF THE ORGANIZATION RESERVED TO (OR SUBJECT TO APPROVAL BY) MEMBERS, STOCKHOLDERS, OR PERSONS OTHER THAN THE GOVERNING BODY? CERTAIN EXTRAORDINARY ACTIONS OF THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER UNDER APPLICABLE STATE LAW. UNDER THE ORGANIZATION'S BYLAWS, CERTAIN GOVERNANCE DECISIONS ARE MADE BY THE BOARD WITH THE CONSENT OF THE MEMBER AS SHARED POWERS AND CERTAIN GOVERNANCE DECISIONS ARE RESERVED TO THE MEMBER. SHARED POWERS INCLUDE AMENDMENTS TO ANY OF THE COMMUNITY DOCUMENTS (EXCEPT WHERE IT INVOLVES A RESERVED POWER), APPROVAL OF ALL CONTRACTS WITH OR PAYMENTS TO THE MEMBER OR OTHER RELATED ENTITIES (OTHER THAN GOVERNANCE COSTS OF THE MEMBER), AUTHORIZING THE FILING OF ANY BANKRUPTCY, CHANGES TO SHARED POWERS, A SIGNIFICANT EXPANSION OR NEW LINE OF BUSINESS JUST INVOLVING THE ORGANIZATION, AND SELECTION OF THE MANAGEMENT COMPANY. RESERVED POWERS OF THE MEMBER INCLUDE: APPROVAL OF POLICIES AFFECTING MORE THAN ONE COMMUNITY; SPONSORSHIP OF A NEW COMMUNITY; PAYMENT OF REASONABLE AMOUNTS TO COVER THE MEMBER'S OPERATING COSTS; THE EXECUTION OF JOINT PURCHASE CONTRACTS OR SIMILAR AGREEMENTS ALONG WITH AFFILIATE(S); THE DISPOSITION OR PLEDGE OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS (OTHER THAN A PLEDGE IN CONNECTION WITH AN ASSET OR FINANCING TRANSACTION); COMPENSATION OF OFFICERS, DIRECTORS AND ADVISORY COMMITTEE MEMBERS; AND APPROVAL OF CONTRACTS, AMENDMENTS, ETC. AFFECTING THE ORGANIZATION AND ONE OR MORE RELATED ENTITIES OR THE RESIDENTS OF THEIR COMMUNITIES. FORM 990, PART VI, SECTION B, LINE 11B HAS THE ORGANIZATION PROVIDED A COMPLETE COPY OF THIS FORM 990 TO ALL MEMBERS OF ITS GOVERNING BODY BEFORE FILING THE FORM? THE CHAIR OF THE AUDIT, INVESTMENT, AND TREASURY COMMITTEE APPOINTS THE REVIEWER OF THE FORM 990. ONCE THAT REVIEW IS COMPLETE, THE FULL BOARD IS GIVEN THE OPPORTUNITY TO REVIEW THE FINAL VERSION OF FORM 990 BEFORE IT IS FILED AND ASK QUESTIONS OF THE REVIEWER REGARDING THE FORM. FORM 990, PART VI, SECTION B, LINE 12C DID THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITOR AND ENFORCE COMPLIANCE WITH THE POLICY? ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER HIGHLAND SPRINGS, INC.'S AFFAIRS, COMMITTEE MEMBERS, PROSPECTIVE DIRECTORS, AND SENIOR STAFF PROVIDING SERVICES TO THE ORGANIZATION UNDER A MANAGEMENT AGREEMENT COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY AND AS POTENTIAL CONFLICTS ARISE DURING THE YEAR. THE DIRECTOR CONFLICT OF INTEREST 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 DID THE PROCESS FOR DETERMINING COMPENSATION OF THE ORGANIZATION'S CEO, EXECUTIVE DIRECTOR, OR TOP MANAGEMENT OFFICIAL, OR OTHER OFFICERS OR KEY EMPLOYEES, INCLUDE A REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA, AND CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION? 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. AN INDEPENDENT COMPENSATION CONSULTANT IS PERIODICALLY RETAINED TO PERFORM AN ANALYSIS OF HIGHLAND SPRINGS, 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 COMMITTEE OF THE NSC BOARD HAS ACCESS TO THE 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. NSC COMMISSIONED A COMPENSATION STUDY IN 2017. IT WAS APPROVED BY NSC IN 2017 FOR IMPLEMENTATION APRIL 1, 2018. IT WAS APPROVED BY NSC ACTING AS THE SOLE MEMBER OF THE COMMUNITY ON MARCH 22, 2018. COMPENSATION IS APPROACHED ON AN OVERALL BASIS AND THE TOTAL VALUE OF ALL FORMS OF COMPENSATION IS ESTABLISHED AND MONITORED. THERE IS A COMPREHENSIVE COMPENSATION REVIEW PERFORMED ANNUALLY FOR THE EXECUTIVE DIRECTOR AND OTHER KEY MANAGEMENT PERSONNEL. THE COMPENSATION IS REVIEWED, DOCUMENTED, AND APPROVED BY THE BOARD DURING THE BUDGET PROCESS. FORM 990, PART VI, SECTION C, LINE 19 DESCRIBE WHETHER (AND IF SO, HOW) THE ORGANIZATION MADE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC DURING THE TAX YEAR. THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND THE FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST AT THE EXECUTIVE DIRECTOR'S OFFICE FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART VII, SECTION B: INDEPENDENT CONTRACTORS COMPENSATION. THE AMOUNT INCLUDED IN COLUMN (C) FOR ERICKSON LIVING MANAGEMENT IS FOR PAYMENTS MADE FOR MANAGEMENT SERVICES AND THE DIRECT AND SHARED COSTS ALLOCATED TO THE COMMUNITY. DIRECT AND SHARED COSTS INCLUDE SALARIES AND BENEFITS FOR MANAGEMENT PERSONNEL, AND THE USE OF SERVICES SUCH AS FINANCE, LEGAL, HUMAN RESOURCES, INFORMATION SERVICES, AND OPERATIONS. FORM 990, PART VII, SECTION A: REPORTABLE COMPENSATION FROM THE ORGANIZATION AND FROM RELATED ORGANIZATIONS. THE COMPENSATION INCLUDED IN COLUMNS D AND E FOR THE BOARD DIRECTORS IS FOR SERVICES PERFORMED FOR THE FILING ORGANIZATION AND ALL RELATED ORGANIZATIONS INCLUDED ON SCHEDULE R, PART II. FORM 990, PART XI, LINE 9: REVERSAL OF PRIOR AMORTIZATION -118,501. FORM 990, PAGE 11, PART X, LINE 23: MORTGAGES AND OTHER NOTES PAYABLE - PART X, LINE 23 AN AMENDED AND RESTATED WORKING CAPITAL LOAN AGREEMENT (THE "LOAN AGREEMENT") WAS MADE AS OF JANUARY 1, 2014 BETWEEN HIGHLAND SPRINGS, INC. AND REDWOOD TO INCREASE THE MAXIMUM PRINCIPAL AMOUNT AVAILABLE TO HIGHLAND SPRINGS, INC. FROM $2,134,000 TO $2,430,000. A SECOND AMENDED AND RESTATED WORKING CAPITAL PROMISSORY NOTE WAS MADE AS OF JANUARY 1, 2014 TO CORRESPOND TO THE CHANGES MADE IN THE LOAN AGREEMENT. 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). AS OF DECEMBER 31, 2019 AND 2018, THERE WAS NO OUTSTANDING BALANCE ON THE WCLA. 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