2011-07-25T10:56:22-05:00 2010-12-31 RSM MCGLADREY INC 101 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2010-01-01 522095427 GREENSPRING VILLAGE INC GREE 7039234600 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 EILEEN ERSTAD 7039234600 2011-07-13 1 JULIA FLANNERY 4102469300 2010 2016-02-24 21:20:13Z JOANNE RORAPAUGH 7440 SPRING VILLAGE DRIVE SPRINGFIELD VA 22150 80387733 0 X WWW.NATIONALSENIORCAMPUSES.ORG X 1997 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. SEE SCHEDULE O. 9 9 1358 578 0 0 402293 1180381 78087585 78756977 -104436 88955 650136 357546 79035578 80383859 45056 100782 0 0 35342932 36278510 97950 101236 252290 36347178 39837783 71833116 76318311 7202462 4065548 434276537 442253067 410138015 409526006 24138522 32727061 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 73148823 100782 78756977 GREENSPRING VILLAGE PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 1,396 INDEPENDENT LIVING UNITS, 143 ASSISTED LIVING UNITS AND 133 SKILLED NURSING BEDS. THE SERVICES WE PROVIDE TO OUR RESIDENTS INCLUDE, BUT ARE NOT LIMITED TO HOUSING, FOOD, MEDICAL, SECURITY AND MAINTENANCE SERVICES, RECREATIONAL AND PASTORAL ACTIVITIES. 73148823 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 1 107 0 1 1358 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 1 0 1 1 1 1 1 1 1 1 0 VA X X BRUCE SIXX 4104022362 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 L CARROLL YINGLING JR 1.00 X X 12313 37437 0 JOANNE MALLOY RORAPAUGH 3.00 X X 6688 20062 0 JAMES M ANDERS JR 1.00 X X 6688 56812 0 RONALD LEVIN 3.00 X X 7500 0 0 LAWRENCE D SHUBNELL 1.00 X 6688 75562 0 C JACKSON BAIN 1.00 X 6688 20781 0 MAURICE BELLAN 1.00 X 5219 15656 0 EILEEN ERSTAD 3.00 X 6688 20062 0 JERRY SEALS 1.00 X 6688 20062 0 DEBRA B DOYLE 10.00 X 0 0 0 JEFFREY A JACOBSON 10.00 X 0 0 0 KERRY JONES 10.00 X 0 0 0 ERIC GROSS 10.00 X 0 0 0 ROBIN GLIBOFF 40.00 X 148655 0 10539 BERWICK DREWS 40.00 X 104292 0 5012 WILLIAM NANCE 40.00 X 146872 38165 10536 BENJAMIN CORNTHWAITE 40.00 X 132139 0 12176 JARAD SMITH 40.00 X 110550 0 10536 JOSEPH MAREK 40.00 X 115234 0 750 STEPHEN ALLMAN 40.00 X 108630 0 5762 931532 304599 55311 9 0 1 0 CASS INFORMATION SYSTEMS INC 13001 HOLLENBERG BRIDGETON MO 63044 BUSINESS PROCESSING 2475009 ERICKSON LIVING MANAGEMENT 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT 2080101 CYPRESS CONTRACTING 23465 ROCK HAVEN WAY SUITE 130 DULLES VA 20166 CONTRACTUAL CONSTRUCTION 1996715 BANK OF AMERICA 100 NORTH TRYON STREET CHARLOTTE NC 28255 PURCHASING CARD 1443285 ERICKSON RETIREMENT COMMUNITIES LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT 1117823 23 208227 972154 1180381 RESIDENT FEES 623990 63400801 63400801 ANCILLARY FEES 623990 7871167 7871167 RESIDENT DEPOSITS 623990 7463081 7463081 PROCESSING FEES 623990 21928 21928 78756977 80455 80455 369920 369920 369920 369920 -8500 8500 8500 8500 0 208227 12374 -12374 -12374 80383859 78756977 0 446501 30000 30000 70782 70782 334264 334264 29033046 27707188 1219271 106587 376476 354082 20134 2260 4335669 4065131 257328 13210 2199055 2077915 106153 14987 3197924 3197924 55951 4790 51161 95790 95790 101236 101236 1896402 1896402 7234070 7103113 120323 10634 4674741 4674087 654 115614 83848 30372 1394 3009547 3009547 13479240 13479240 672346 672346 CONTRACT PROF. SERVICES 2512537 1830611 680448 1478 EQUIPMENT RENTAL 1563280 1534939 28268 73 BENEVOLENT CARE 569003 569003 ADMINISTRATIVE & MISC. 488988 469772 19238 -22 RESIDENT RELATIONS 272350 222313 49584 453 76318311 73148823 2917198 252290 1026 1075 66019921 80187287 3287298 3222559 4666560 5933610 151666 173368 178529 16058 423470121 71899378 358764385 351570743 1207152 1148367 434276537 442253067 6709188 7566482 62262638 61014799 341166189 340944725 410138015 409526006 X 23577390 32073641 561132 653420 24138522 32727061 434276537 442253067 X 4065548 4522991 X X 0 1 1 X 0 X 212010 372982 426736 402293 1180381 2594402 67125904 71523465 74291349 78325898 78756977 370023593 67337914 71896447 74718085 78728191 79937358 372617995 0 0 0 372617995 2020474 2248000 1679843 725863 450375 7124555 2020474 2248000 1679843 725863 450375 7124555 69358388 74144447 76397928 79454054 80387733 379742550 0.98120 0.97790 0.01880 0.02210 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 21203114 21203114 386531199 60988332 325542867 541992 501632 40360 8022135 4718858 3303277 7171681 5690556 1481125 351570743 ADVANCE DEPOSITS 1588800 RESIDENT DEPOSITS (NET) 329899138 RESIDENT REFUNDS 3823359 FUNDS HELD FOR RESIDENTS 319309 CLAIMS RESERVE 2015440 ACCRUED LIABILITY ON SWAP AGREEMENTS 2807753 UNCLAIMED PROPERTY 442542 MARKETING FEE DEFERRED 48384 340944725 80383859 76318311 4065548 4522991 4522991 8588539 85559009 5175150 5175150 80383859 0 80383859 76970470 652159 652159 76318311 0 76318311 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: GREENSPRING VILLAGE, INC. ("GSV") IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501 (C)(3) OF THE INTERNAL REVENUE CODE AND THE APPLICABLE STATE INCOME TAX REGULATIONS. IN 2008, GSV ADOPTED FASB INTERPRETATION NO. 48 ("FIN 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF SFAS NO. 109, ACCOUNTING FOR INCOME TAXES. THE ADOPTION OF FIN 48 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: CHANGE IN BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST I 4,522,991. PART XII, LINE 2D - OTHER ADJUSTMENTS: NET ASSETS RELEASED FROM RESTRICTION USED FOR OPERATIONS 639,785. SPECIAL EVENT EXPENSE NETTED WITH REVENUE ON FORM 990 12,374. CHANGE IN BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST 4,522,991. PART XIII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENT EXPENSE NETTED WITH REVENUE ON FORM 990 12,374. NET ASSETS RELEASED FROM RESTRICTION USED FOR OPERATIONS 639,785. X X X X X 1 ERICKSON RETIREMENT COMMUNITIES LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 SOLICITATION, SPECIAL EVENTS 1 732073 101236 630837 732073 101236 630837 VA ANNUAL GALA 178029 178029 10074 1000 900 DANCING WITH STARS 30198 30198 300 100 208227 208227 300 10074 1000 1000 12374 -12374 1 MVLE 7420 FULLERTON ROAD 110 SPRINGFIELD VA 22153 540910005 501(C)(3) 7500 PROGRAM SERVICE GLOUCESTER INSTITUTE 100 N 5TH STREET RICHMOND VA 23219 680623396 501(C)(3) 7500 PROGRAM SERVICE 2 0 EDUCATIONAL SCHOLARSHIPS - SEE PART IV 46 70782 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 GREENSPRING VILLAGE. ONLY MEDICAL LEAVES OF ABSENCE ARE ALLOWABLE DURING THE TWO YEARS. OTHER REQUESTS FOR A LEAVE OF ABSENCE WILL BE REVIEWED AND DETERMINED CASE BY CASE. A SCHOLAR CANDIDATE MUST HAVE BEEN EMPLOYED BY GREENSPRING VILLAGE ON OR BEFORE SEPTEMBER 30, 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 ROBIN GLIBOFF 131655 0 17000 0 0 0 750 0 10098 0 159503 0 0 0 WILLIAM NANCE 146872 38165 0 0 0 0 750 0 10381 0 158003 38165 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 GREENSPRING VILLAGE, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN GREENSPRING VILLAGE, 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, GREENSPRING VILLAGE, INC. REIMBURSES ERC AND ELM FOR THE COST OF SERVICES PERFORMED FOR GREENSPRING VILLAGE, INC. FAIRFAX COUNTY ECONOMIC DEVELOPMENT AUTHORITY 540787833 30383EDT8 2006-10-12 30280000 REFUND PRIOR ISSUE 0 0 0 FAIRFAX COUNTY ECONOMIC DEVELOPMENT AUTHORITY 540787833 30382EDS0 2006-10-12 35362678 REFUND PRIOR ISSUE 0 0 0 2120000 30280000 593037 157416 0 1 1 1 2465000 35362678 2232438 664685 0 1 1 1 0 1 1 WACHOVIA BANK 3.000000000000 0 0 0 0 0 0 0 0 0 1 0 ERICKSON RETIREMENT COMMUNITIES LLC (ERC) D DOYLE, J JACOBSON, K JONES, E GROSS, & W NANCE ARE ERC OFFICERS. 1117823 MANAGEMENT SERVICES 0 SCHEDULE L, PART IV THE 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 WILLIAM NANCE, 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, JEFFERY A. JACOBSON, OFFICER, KERRY JONES, OFFICER, AND ERIC GROSS, OFFICER, HAVE A BUSINESS RELATIONSHIP. THEY WERE OFFICERS ONLY FOR THE PERIOD JANUARY - APRIL 2010. FORM 990, PART VI, SECTION A, LINE 3 GREENSPRING 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, GREENSPRING VILLAGE, INC. ENTERED INTO A NEW MANAGEMENT AND MARKETING AGREEMENT WITH ERICKSON LIVING MANAGEMENT, LLC ("ELM") TO PROVIDE THE SERVICES PREVIOUSLY PROVIDED BY ERC. ELM IS A SUBSIDIARY OF REDWOOD-ERC SENIOR LIVING HOLDINGS, LLC, NOW KNOWN AS ERICKSON LIVING HOLDINGS, LLC WHICH, TOGETHER WITH OTHER RELATED ENTITIES, PURCHASED THE MAJORITY OF THE ASSETS OF ERC. ELM IS A MARYLAND LIMITED LIABILITY COMPANY WHICH OPERATES AND MANAGES LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. THE NEW MANAGEMENT AGREEMENT INCLUDES (WITHOUT LIMITATION) PROVISIONS WHICH PERMIT GREENSPRING 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. GREENSPRING 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. MANAGEMENT FEE SUBORDINATION AGREEMENT GREENSPRING VILLAGE, INC. ALSO ENTERED INTO A MANAGEMENT FEE SUBORDINATION AGREEMENT WITH REDWOOD-ERC MANAGEMENT, LLC WHICH SUBORDINATES THE PAYMENT OF THE MANAGEMENT FEE TO THE PAYMENT OF THE ORGANIZATION'S BOND OBLIGATIONS. FORM 990, PART VI, SECTION A, LINE 4 GREENSPRING VILLAGE, INC ADOPTED A BYLAWS AMENDMENT SPECIFYING THAT THE NSC DIRECTOR IS A MEMBER OF THE NSC BOARD IN 2010. IN 2009 GREENSPRING VILLAGE, INC. ADOPTED BYLAWS AMENDMENTS THAT: SET THE INITIAL TERM FOR A DIRECTOR AT 1 YEAR; PROVIDED FOR THE BOARD SIZE TO DECREASE AS THERE ARE VACANCIES; FORMALIZED THE EXECUTIVE COMMITTEE AND AUTHORIZED IT TO TAKE CERTAIN ACTIONS; AND AUTHORIZED THE TREASURER TO HANDLE CERTAIN TRANSACTIONS WITH REGARDS TO FINANCING. ADDITIONALLY, IN 2009 GREENSPRING 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 GREENSPRING 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 GREENSPRING 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 THE NATIONAL SENIOR CAMPUSES, INC. BOARD OF DIRECTORS APPOINTS THE DIRECTORS OF GREENSPRING VILLAGE, INC. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN EXTRAORDINARY ACTIONS OF THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER UNDER APPLICABLE STATE LAW. FORM 990, PART VI, SECTION B, LINE 11 THE BOARD APPOINTS A COMMITTEE FROM AMONG ITS DIRECTORS AS WELL AS THE DIRECTORS FROM ONE OR MORE RELATED ENTITIES TO OVERSEE THE PREPARATION OF FORM 990. THE BOARD CHAIR HAS THE RESPONSIBILITY TO REVIEW FORM 990 PRIOR TO ITS FILING OR TO DESIGNATE ANOTHER BOARD MEMBER TO REVIEW THE FORM. THE FULL BOARD IS GIVEN THE OPPORTUNITY TO REVIEW THE FINAL VERSION OF FORM 990 BEFORE IT IS FILED AND ASK QUESTIONS OF THE COMMITTEE OR THE REVIEWER REGARDING THE FORM. THE BOARD CHAIR DESIGNATES AN OFFICER TO SIGN FORM 990. FORM 990, PART VI, SECTION B, LINE 12C GREENSPRING VILLAGE, INC.'S CONFLICT OF INTEREST POLICY COVERS ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER GREENSPRING VILLAGE, INC.'S AFFAIRS, COMMITTEE MEMBERS, PROSPECTIVE DIRECTORS, AND SENIOR STAFF PROVIDING SERVICES TO THE ORGANIZATION UNDER A MANAGEMENT AGREEMENT. EACH COVERED PERSON COMPLETES A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY AND AS POTENTIAL CONFLICTS ARISE DURING THE YEAR. THESE STATEMENTS ARE REVIEWED BY THE BOARD CHAIR. IF THE CONFLICT INVOLVES A COVERED EMPLOYEE, THE CHAIR DETERMINES WHETHER A CONFLICT EXISTS AND, IF SO, HOW IT IS TO BE HANDLED, OR THE CHAIR MAY REFER THE MATTER TO THE BOARD OF DIRECTORS FOR CONSIDERATION. FOR ALL OTHER CONFLICTS, THE BOARD OF DIRECTORS OR A COMMITTEE OF DISINTERESTED DIRECTORS WILL DETERMINE WHETHER A CONFLICT ACTUALLY EXISTS. A COVERED PERSON MAY NOT PARTICIPATE IN ANY DISCUSSION OR DEBATE BY THE BOARD BUT MAY ANSWER QUESTIONS OR PROVIDE CLARIFYING INFORMATION UNLESS ANY BOARD MEMBER OBJECTS. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD HAS APPROVED A DIRECTORS' COMPENSATION POLICY WHICH ESTABLISHES THE PROCESS BY WHICH ALL DIRECTOR COMPENSATION IS DETERMINED. OFFICERS SERVE WITHOUT COMPENSATION. A REVIEW OF THE DIRECTORS' COMPENSATION IS CONDUCTED EACH FISCAL YEAR. COMPENSATION IS APPROACHED ON AN OVERALL BASIS AND THE TOTAL VALUE OF ALL FORMS OF COMPENSATION IS ESTABLISHED AND MONITORED. AN INDEPENDENT COMPENSATION CONSULTANT IS PERIODICALLY RETAINED TO PERFORM AN ANALYSIS OF GREENSPRING VILLAGE, INC.'S COMPENSATION USING COMPARABLES OF BOTH FOR-PROFIT AND NON-PROFIT PEERS. A COMMITTEE OF THE NSC BOARD REVIEWS THE CONSULTANT'S REPORT AND MAKES A RECOMMENDATION TO THE ORGANIZATION AS TO APPROPRIATE COMPENSATION OF DIRECTORS. THE FULL BOARD HAS ACCESS TO GREENSPRING VILLAGE, INC.'S CONSULTANT'S REPORT AND AN OPPORTUNITY TO QUESTION THE CONSULTANT ABOUT THE PROCESS, METRICS, AND COMPARABLES THAT WERE USED IN DETERMINING THE RECOMMENDED COMPENSATION. THE BOARD THEN VOTES ON THE COMPENSATION RECOMMENDATIONS AND A CONTEMPORANEOUS RECORD IS MADE OF THE MEETING AND THE VOTE. THE CONSULTANT REVIEW WAS LAST UNDERTAKEN IN 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: CHANGE IN BENEFICIAL INTEREST IN NATIONAL CCRC BUSINESS TRUST I 4,522,991. TOTAL TO FORM 990, PART XI, LINE 5: 4,522,991. 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 11 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: JAMES M. ANDERS, JR. ORGANIZATION COMPENSATION NATIONAL SENIOR CAMPUSES, INC. $ 30,000 OAK CREST VILLAGE, INC. $ 6,688 SEABROOK VILLAGE, INC. $ 538 GREENSPRING VILLAGE, INC. $ 6,688 RIDERWOOD VILLAGE, INC. $ 6,688 CEDAR CREST VILLAGE, INC. $ 538 MARIS GROVE, INC. $ 538 LINDEN PONDS, INC. $ 538 ANN'S CHOICE, INC. $ 538 FOX RUN VILLAGE, INC. $ 788 TALLGRASS CREEK, INC. $ 538 HIGHLAND SPRINGS, INC. $ 538 EAGLE'S TRACE, INC. $ 538 WIND CREST, INC. $ 540 MONARCH LANDING, INC. $ 540 SEDGEBROOK INC. $ 540 ASHBY PONDS, INC. $ 6,724 ---------- INDIVIDUAL SUB-TOTAL $ 63,500 INDIVIDUAL: L. CARROLL YINGLING ORGANIZATION COMPENSATION OAK CREST VILLAGE, INC. $ 12,313 SEABROOK VILLAGE, INC. $ 38 GREENSPRING VILLAGE, INC. $ 12,313 RIDERWOOD VILLAGE, INC. $ 12,313 CEDAR CREST VILLAGE, INC. $ 38 MARIS GROVE, INC. $ 38 LINDEN PONDS, INC. $ 38 SEDGEBROOK, INC. $ 38 ANN'S CHOICE, INC. $ 38 FOX RUN VILLAGE, INC. $ 38 TALLGRASS CREEK, INC. $ 38 HIGHLAND SPRINGS, INC. $ 38 EAGLE'S TRACE, INC. $ 40 WIND CREST, INC. $ 40 MONARCH LANDING, INC. $ 40 ASHBY PONDS, INC. $ 12,349 --------- INDIVIDUAL SUB-TOTAL $ 49,750 INDIVIDUAL: LARRY SHUBNELL ORGANIZATION COMPENSATION NATIONAL SENIOR CAMPUSES, INC. $ 37,500 OAK CREST VILLAGE, INC. $ 6,688 SEABROOK VILLAGE, INC. $ 1,308 GREENSPRING VILLAGE, INC. $ 6,688 RIDERWOOD VILLAGE, INC. $ 6,688 CEDAR CREST VILLAGE, INC. $ 1,308 MARIS GROVE, INC. $ 1,308 LINDEN PONDS, INC. $ 1,308 SEDGEBROOK, INC. $ 1,808 ANN'S CHOICE, INC. $ 1,308 FOX RUN VILLAGE, INC. $ 1,807 TALLGRASS CREEK, INC. $ 1,307 HIGHLAND SPRINGS, INC. $ 1,307 EAGLE'S TRACE, INC. $ 1,307 WIND CREST, INC. $ 1,308 MONARCH LANDING, INC. $ 1,808 ASHBY PONDS, INC. $ 7,494 -------- INDIVIDUAL SUB-TOTAL $ 82,250 INDIVIDUAL: C. JACKSON BAIN ORGANIZATION COMPENSATION OAK CREST VILLAGE, INC. $ 6,688 GREENSPRING VILLAGE, INC. $ 6,688 RIDERWOOD VILLAGE, INC. $ 6,688 ASHBY PONDS, INC. $ 7,405 --------- INDIVIDUAL SUB-TOTAL $ 27,469 INDIVIDUAL: MAURICE BELLAN ORGANIZATION COMPENSATION OAK CREST VILLAGE, INC. $ 5,219 GREENSPRING VILLAGE, INC. $ 5,219 RIDERWOOD VILLAGE, INC. $ 5,219 ASHBY PONDS, INC. $ 5,218 --------- INDIVIDUAL SUB-TOTAL $ 20,875 INDIVIDUAL: JOANNE MALLOY RORAPAUGH ORGANIZATION COMPENSATION OAK CREST VILLAGE, INC. $ 6,688 GREENSPRING VILLAGE, INC. $ 6,688 RIDERWOOD VILLAGE, INC. $ 6,688 ASHBY PONDS, INC. $ 6,686 --------- INDIVIDUAL SUB-TOTAL $ 26,750 INDIVIDUAL: RON LEVIN ORGANIZATION COMPENSATION GREENSPRING VILLAGE, INC. $ 7,500 --------- INDIVIDUAL SUB-TOTAL $ 7,500 INDIVIDUAL: JERRY SEALS ORGANIZATION COMPENSATION OAK CREST VILLAGE, INC. $ 6,688 GREENSPRING VILLAGE, INC. $ 6,688 RIDERWOOD VILLAGE, INC. $ 6,688 ASHBY PONDS, INC. $ 6,686 --------- INDIVIDUAL SUB-TOTAL $ 26,750 INDIVIDUAL: EILEEN ERSTAD ORGANIZATION COMPENSATION OAK CREST VILLAGE, INC. $ 6,688 GREENSPRING VILLAGE, INC. $ 6,688 RIDERWOOD VILLAGE, INC. $ 6,688 ASHBY PONDS, INC. $ 6,686 --------- INDIVIDUAL SUB-TOTAL $ 26,750 AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANIZATION FORM 990, PART VII, BOARD OF DIRECTORS 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 J.ANDERS 8 1 1 1 1 1 1 1 1 0 0 0 C.YINGLING 3 1 1 1 1 1 1 1 1 0 0 0 J.BAIN 0 1 0 1 1 0 0 0 0 0 0 0 M.BELLAN 0 1 0 1 1 0 0 0 0 0 0 0 R.LEVIN 0 0 0 3 0 0 0 0 0 0 0 0 J.RORAPAUGH 0 3 0 3 3 0 0 0 0 0 0 0 J.SEALS 0 1 0 1 1 0 0 0 0 0 0 0 L.SHUBNELL 12 2 1 2 2 1 1 1 1 0 0 0 E.ERSTAD 0 3 0 3 3 0 0 0 0 0 0 0 FRV TCK HSD ETH WCD APL SED MLN TWC WRC NSCF J. ANDERS 1 1 1 1 1 1 1 1 0 0 0 C. YINGLING 1 1 1 1 1 1 1 1 0 0 1 J. BAIN 0 0 0 0 0 1 0 0 0 0 0 M. BELLAN 0 0 0 0 0 1 0 0 0 0 0 R. LEVIN 0 0 0 0 0 0 0 0 0 0 0 J. RORAPAUGH 0 0 0 0 0 3 0 0 0 0 0 J. SEALS 0 0 0 0 0 1 0 0 0 0 0 L. SHUBNELL 1 1 1 1 1 2 1 1 0 0 0 E. ERSTAD 0 0 0 0 0 3 0 0 0 0 0 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) 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 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.