Highland Springs Inc.

“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.”

“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.”

“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.”

“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.”

“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.”

“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.”

“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.”

“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.”

“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).”

“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.”

“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.”

“Reversal of prior amortization -118,501.”

“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.”