2018-08-17T08:51:34-05:00 2017-12-31 420714325 RSM US LLP 100 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2017-01-01 522126755 BROOKSBY VILLAGE INC BROO 9785367810 100 BROOKSBY VILLAGE DRIVE PEABODY MA 01960 EILEEN ERSTAD TREASURER 9785367810 2018-08-07 1 JULIA FLANNERY CPA P00928918 4102469301 2017 2022-09-23 18:48:47Z FRED HAAS 100 BROOKSBY VILLAGE DRIVE PEABODY MA 01960 74527033 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 1998 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 9 9 1253 501 0 0 756150 1468885 70390335 72524063 135518 133437 381873 370111 71663876 74496496 142536 195339 0 0 32219905 34121297 0 0 124918 42474723 42872847 74837164 77189483 -3173288 -2692987 369960775 378134188 437496665 441312539 -67535890 -63178351 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 LIFE LONG COMMITMENT FOR MIDDLE INCOME SENIORS WHILE ENSURING THE LONG-TERM FINANCIAL STABILITY OF THE COMMUNITY. 0 0 73618885 195339 72524063 BROOKSBY VILLAGE PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 1,344 INDEPENDENT LIVING UNITS, 92 ASSISTED CARE UNITS, 104 SKILLED NURSING BEDS, AND 32 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. 73618885 1 1 0 0 0 0 0 0 1 0 1 1 0 0 1 1 1 0 0 0 0 0 0 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 95 0 1 1253 1 0 0 0 0 0 1 1 0 0 0 0 X 9 9 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X X MARY WINDSOR 4104022364 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 X FRED HAAS CHAIR & PRES. (BEG 4/1/17) 1.00 10.00 X X 11667 73333 0 MARY HELEN LORENZ PRES./VICE CHAIR (THRU 3/31/17) 1.80 8.80 X X 12500 50000 0 KENNETH LAWRENCE SECRETARY (THRU 3/31/17) 4.70 X X 10000 0 0 CAROLYN MARKEY SECRETARY (BEG 4/1/17) 0.40 10.40 X X 6667 55833 0 WAYNE CRAIG TREASURER (THRU 3/31/17) 1.50 1.50 X X 12500 17500 0 BARBARA BISGAIER TREASURER (BEG 4/1/17) 0.50 7.00 X X 6667 60833 0 WILLOW PASLEY DIRECTOR 0.70 10.20 X 6667 70833 0 NATE DUDLEY DIRECTOR 1.70 2.70 X 12500 17500 0 BRUCE BEARDSLEY DIRECTOR 1.80 2.80 X 12500 17500 0 KIRK JONES DIRECTOR (THRU 3/31/17) 0.20 0.20 X 3125 8125 0 KRISTEN HAROL DIRECTOR (THRU 3/31/17) 0.30 0.30 X 3125 8125 0 JOHN HALL ASSISTANT TREASURER 0.50 7.50 X 0 0 0 CHRIS RATHMANN ASSISTANT TREASURER 0.50 7.50 X 0 0 0 JAMES WALTER ASSISTANT TREASURER 0.50 7.50 X 0 0 0 HELEN LANAGAN EXECUTIVE DIRECTOR (THRU 6/24/17) 40.00 X 118220 0 3796 MICHAEL FRANCIS DIRECTOR OF FINANCE 40.00 X 147099 0 23725 TRACIE BETTANO EXECUTIVE DIRECTOR (BEG 5/22/17) 40.00 X 149039 0 23334 LINDA CRONIN DIRECTOR OF NURSING CONTINUING CARE 40.00 X 166577 0 21048 LAURIE PHILLIPS PERSONAL MOVING CONSULTANT 40.00 X 130947 0 3727 PHILIP KINGORI LPN/CHARGE NURSE 40.00 X 124621 0 7489 KAREN CHEEVER ASSISTANT DIRECTOR OF NURSING 40.00 X 116797 0 318 BARBARA HATHAWAY EMPLOYEE HEALTH NURSE PRACTITIONER 40.00 X 112556 0 19723 YUAN GAO LPN/CHARGE NURSE 40.00 X 109093 0 22214 1272867 379582 125374 20 0 1 0 ERICKSON LIVING MANAGEMENT 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT - SEE SCH. O 8764788 HORIZON INTERIORS LLC 150-J NEW BOSTON ST WOBURN MA 01801 CUSTOM INTERIOR 1616152 ROBSON RENOVATION 29 EASTERN AVE REVERE MA 02151 RENOVATION CONTRACTOR 1532717 JC GROUNDS MANAGEMENT 20 GARDEN STREET DANVERS MA 01923 LANDSCAPING 1189315 J MASTERSON CONSTRUCTION CORPORATION 46 PRINCE STREET DANVERS MA 01923 CONSTRUCTION CONTRACTOR 680413 12 24500 1444385 1468885 RESIDENT FEES 623311 63998866 63998866 ANCILLARY FEES 623311 8197504 8197504 RESIDENT DEPOSITS 623311 320943 320943 PROCESSING FEES 623311 6750 6750 72524063 142173 142173 328999 0 328999 328999 328999 3500 12236 0 -12236 3500 -8736 -8736 59413 24500 18301 41112 41112 74496496 72524063 0 503548 X 26700 26700 168639 168639 750756 750756 26225805 25562883 581794 81128 391141 350382 40014 745 4641519 4374275 256610 10634 2112076 1994315 111981 5780 2800419 2800419 8593 348 8245 77347 77347 13655 13655 7824556 7179654 644789 113 1764466 1764466 6627696 6481185 133967 12544 5060211 5059888 323 144279 125437 18149 693 1595749 1595749 12834721 12834721 441933 441933 EQUIPMENT RENTAL 1274616 1261740 12857 19 ADMINISTRATIVE 818782 0 811407 7375 CHARITY CARE 738480 738480 REALIZED LOSS ON SWAP A 478300 478300 369044 302024 61456 5564 77189483 73618885 3445680 124918 3550 3550 9464588 11126884 5055095 4389949 2623300 3982250 204790 184164 193905 235458 412285738 119111459 300425922 293174279 810749 1207408 51178876 63830246 369960775 378134188 4945159 5228564 59246047 57972643 1598700 1058300 9191295 6701192 362515464 370351840 437496665 441312539 X -68966396 -64994172 1430506 1681321 134500 -67535890 -63178351 369960775 378134188 X -2692987 14149 7036377 X 0 1 X 1 0 X 720358 343543 354048 756150 1468885 3642984 67627566 64502628 67404552 70460693 72583476 342578915 68347924 64846171 67758600 71216843 74052361 346221899 100000 100000 100000 100000 100000 500000 0 100000 100000 100000 100000 100000 500000 345721899 521543 535157 482918 473390 471172 2484180 521543 535157 482918 473390 471172 2484180 68869467 65381328 68241518 71690233 74523533 348706079 0.99140 0.99120 0.00710 0.00730 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 18561174 18561174 376864183 110322933 266541250 9271503 6530031 2741472 7588878 2258495 5330383 293174279 BENEFICIAL INTEREEST IN COMERICA LEGACY FOUNDATION 119548 F BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST I 56567960 F FIXED INCOME SECURITIES 7142738 F 63830246 RESIDENT DEPOSITS (NET) 358938264 FUNDS HELD FOR RESIDENTS 239772 PARKING DEPOSITS 50000 UNCLAIMED PROPERTY 13354 CLAIMS RESERVE 944041 RESIDENT REFUNDS PAYABLE 8889577 DEFERRED MANAGEMENT FEES 140021 ACCRUED LIABILITY ON SWAP AGREEMENT 1136811 370351840 X 81709123 14149 7198478 7212627 74496496 0 74496496 77351584 162101 162101 77189483 0 77189483 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: BROOKSBY VILLAGE, INC. ("BBV") IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501 (C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. PEABODY CAMPUS, LLC ("PBC") IS A SINGLE MEMBER LIMITED LIABILITY COMPANY AND HAS ELECTED TO BE DISREGARDED FOR FEDERAL AND STATE INCOME TAX PURPOSES. PBC'S FINANCIAL STATEMENT ACTIVITY IS REFLECTED ON BBV'S BOOKS AND RECORDS. MANAGEMENT HAS EVALUATED BBV'S TAX POSITIONS AND HAS CONCLUDED THAT BBV HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: SPECIAL FUNDRAISING EXPENSES NETTED WITH REVENUE ON FORM 990 18,301. ADJUSTMENT TO TRNA -7,993. CHANGE IN BENEFICIAL INTERET IN BUSINESS TRUST 7,188,170. PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL FUNDRAISING EXPENSES NETTED WITH REVENUE ON FORM 990 18,301. ADJUSTMENT TO TRNA -7,993. UNREALIZED GAIN ON SWAP AGREEMENT 101,993. REVERSAL OF PRIOR AMORTIZATION 49,800. ANNUAL GALA 78159 19500 58659 6635 5956 4920 CEREMONY 5754 5000 754 300 250 240 83913 24500 59413 6935 6206 5160 18301 41112 1 ALZHEIMER'S ASSOCIATION 309 WAVERLY OAKS ROAD WALTHAM MA 02452 133039601 501(C)(3) 25000 GENERAL SUPPORT 1 0 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 134 168639 SCHEDULE I, PART I, LINE 2 SCHOLAR CANDIDATES MUST BE CURRENTLY EMPLOYED YEAR-ROUND AT BROOKSBY 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 BROOKSBY VILLAGE 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 2017 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 MICHAEL FRANCIS DIRECTOR OF FINANCE 127741 0 17850 0 1508 0 0 0 23725 0 170824 0 0 0 TRACIE BETTANO EXECUTIVE DIRECTOR (BEG 5/22/17) 132263 0 16250 0 526 0 750 0 22584 0 172373 0 0 0 LINDA CRONIN DIRECTOR OF NURSING CONTINUING CARE 144064 0 20943 0 1570 0 4503 0 16545 0 187625 0 0 0 SCHEDULE J, PART II: MICHAEL FRANCIS AND TRACIE BETTANO ARE LISTED IN SCHEDULE J, PART II AND ARE EMPLOYEES OF ERICKSON LIVING MANAGEMENT, LLC ("ELM"), AN UNRELATED ORGANIZATION TO BROOKSBY VILLAGE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN BROOKSBY 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 THESE FORMS W-2. UNDER THE MANAGEMENT AGREEMENT, BROOKSBY VILLAGE, INC. REIMBURSES ELM FOR THE COST OF SERVICES PERFORMED FOR BROOKSBY VILLAGE, INC. A MASSACHUSETTS DEVELOPMENT FINANCE AGENCY 043431814 2017-10-20 58495000 REISSUANCE TREATED AS A REFUNDING OF PRIOR ISSUE DATED 06/07/2013 0 0 0 B MASSACHUSETTS DEVELOPMENT FINANCE AGENCY 043431814 2017-11-07 30000000 NEW MONEY 0 0 0 A 405000 58495000 58495000 2013 1 0 1 1 B 30000000 271812 848000 28880188 0 0 0 1 A 1 1 1 1 0 0 0 1 B 1 1 1 1 0 0 0 1 A 0 1 0 0 1 1 BRANCH BANK & TRUST 12.000000000000 0 0 0 0 1 B 0 1 0 0 1 1 BRANCH BANK & TRUST 9.000000000000 0 0 0 0 1 A 1 B 1 PART II, COLUMN B, LINE 12: DRAWDOWN BOND WITH A REMAINING BALANCE OF $28,880,188 AVAILABLE TO BE SPENT ON CAPITAL EXPENDITURES. PART III, COLUMNS A & B, LINE 1: THE ORGANIZATION IS A MEMBER OF A DISREGARDED ENTITY WHICH OWNS BOND FINANCED PROPERTY. PART III, COLUMN A & B, LINES 4 & 6: THE PERCENTAGE IS LESS THAN 1%. 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 BROOKSBY ENTERED INTO AN AMENDED & RESTATED MANAGEMENT AGREEMENT WITH ERICKSON LIVING MANAGEMENT, LLC ("ELM") AS OF NOVEMBER 1, 2017. ELM IS A MARYLAND LIMITED LIABILITY COMPANY WHICH OPERATES AND MANAGES LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. A MANAGEMENT AGREEMENT WAS ALREADY IN EFFECT WITH ELM, SO THIS AMENDED & RESTATED AGREEMENT WAS ENTERED INTO AMONG OTHER THINGS, TO CONSOLIDATE INTO ONE DOCUMENT VARIOUS AMENDMENTS THAT HAD PREVIOUSLY BEEN AGREED TO BY THE PARTIES, TO ELIMINATE CERTAIN "DEADWOOD" REFERENCES, TO UPDATE REFERENCES TO CURRENT FINANCING DOCUMENTS AND TO EXTEND THE TERM. THE MANAGEMENT AGREEMENT COMPLIES WITH REV. PROC. 2017-13. 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. HELEN LANAGAN, EXECUTIVE DIRECTOR (THROUGH 6/24/17), TRACIE BETTANO, EXECUTIVE DIRECTOR (BEGINNING 5/22/17), AND MICHAEL FRANCIS, 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 BROOKSBY 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 BROOKSBY 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 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 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 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 BROOKSBY VILLAGE, INC.'S CONFLICT OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER BROOKSBY 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 BROOKSBY 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 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. THE CONSULTANT REVIEW WAS LAST UNDERTAKEN IN 2014 AND WAS ACTED UPON BY THE BOARD IN EARLY 2015. NSC COMMISSIONED A NEW 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. 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 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 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 IX, LINE 11G CONTRACT PROFESSIONAL SERVICES: PROGRAM SERVICE EXPENSES 7,179,654. MANAGEMENT AND GENERAL EXPENSES 644,789. FUNDRAISING EXPENSES 113. TOTAL EXPENSES 7,824,556. FORM 990, PART XI, LINE 9: UNREALIZED GAIN ON SWAPS -101,993. CHANGE IN BENEFICIAL INTEREST IN BUSINESS TRUST 7,188,170. REVERSAL OF PRIOR AMORTIZATION -49,800. PEABODY CAMPUS LLC 100 BROOKSBY VILLAGE DRIVE PEABODY MA 01960 522095425 OWNER OF LAND AND BUILDINGS MD 0 373141072 BROOKSBY VILLAGE INC ASHBY PONDS INC 21170 ASHBY PONDS BLVD ASHBURN VA 20147 205609803 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 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) LINE 10 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) LINE 10 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) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 ANN'S CHOICE INC 10000 ANNS CHOICE WAY WARMINSTER PA 18974 522095427 CONTINUING CARE RETIREMENT COMMUNITY PA 501(C)(3) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 HIGHLAND SPRINGS INC 8000 FRANKFORD ROAD DALLAS TX 75252 510536892 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 LINDEN PONDS INC 300 LINDEN PONDS WAY HINGHAM MA 02043 141849849 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 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) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 NATIONAL SENIOR CAMPUSES INC 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 204356247 SUPPORTING ORGANIZATION MD 501(C)(3) LINE 12C, III-FI N/A 0 NATIONAL SENIOR CAMPUSES FOUNDATION INC 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 030611973 SUPPORTING ORGANIZATION MD 501(C)(3) LINE 12C, III-FI N/A 0 OAK CREST VILLAGE INC 8800 WALTHER BOULEVARD PARKVILLE MD 21234 521874053 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 RIDERWOOD VILLAGE INC 3110 GRACEFIELD ROAD SILVER SPRING MD 20904 522126753 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 SEABROOK VILLAGE INC 3000 ESSEX ROAD TINTON FALLS NJ 07753 522126751 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 TALLGRASS CREEK INC 13800 METCALF AVENUE OVERLAND PARK KS 66223 870765641 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 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) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 GREENSPRING VILLAGE INC 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 522095427 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 LANTERN HILL INC 535 MOUNTAIN AVENUE NEW PROVIDENCE NJ 07974 371742780 CONTINUING CARE RETIREMENT COMMUNITY MD 501(C)(3) LINE 10 NATIONAL SENIOR CAMPUSES INC 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0