TY 2015 Form 990

(A) Name and business address	(B) Description of services	(C) Compensation
SENIOR QUALITY LIFESTYLES CORPORATION 12720 HILLCREST RD 106 DALLAS,TX75230	MANAGEMENT SERVICES	795,554
GREYSTONE MANAGEMENT SERVICE CO LLC 225 E JOHN CARPENTER FWY 700 IRVING,TX75062	MANAGEMENT SERVICES	360,208
DIXIE CARPET INSTALLATIONS INC 2701 GATTIS SCHOLL RD E150 ROUND ROCK,TX78664	CONSTRUCTION SERVICES	211,915
HEALTHPRO MANAGEMENT SERVICES 307 INTERNATIONAL CIR 100 HUNT VALLEY,MD21030	THERAPY SERVICES	182,720
HILL-ROM COMPANY INC PO BOX 643592 PITTSBURG,PA152643592	CONSTRUCTION SERVICES	145,101
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 8

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

BARTON CREEK SENIOR LIVING CENTER INC

Employer identification number

20-1203479

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990 or 990-EZ))

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ..............

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2015

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2014 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2015. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2014. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2015. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2015

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .		18,186		36,500		54,686
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	19,549,302	19,792,647	18,254,725	19,515,700	19,309,287	96,421,661
3	Gross receipts from activities that are not an unrelated trade or business under section 513...
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.	19,549,302	19,810,833	18,254,725	19,552,200	19,309,287	96,476,347
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.						0
c	Add lines 7a and 7b..						0
8	Public support. (Subtract line 7c from line 6.)						96,476,347

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
9	Amounts from line 6...	19,549,302	19,810,833	18,254,725	19,552,200	19,309,287	96,476,347
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	170,482	248,282	273,307	393,618	321,510	1,407,199
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	170,482	248,282	273,307	393,618	321,510	1,407,199
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..	189,319	1,195,109	94,436	100,917	105,352	1,685,133
13	Total support. (Add lines 9, 10c, 11, and 12.)..	19,909,103	21,254,224	18,622,468	20,046,735	19,736,149	99,568,679

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 8, column (f) divided by line 13, column (f)) .........

96.890 %

Public support percentage from 2014 Schedule A, Part III, line 15 ...............

96.940 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2015 (line 10c, column (f) divided by line 13, column (f)) ......

1.410 %

Investment income percentage from 2014 Schedule A, Part III, line 17 .............

1.220 %

19a

331/3% support tests—2015. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2014. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2015

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2015

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2015

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2015

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2015 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2015	(iii) Distributable Amount for 2015
1 Distributable amount for 2015 from Section C, line 6
2 Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2015:
a
b
c
d From 2013.......
e From 2014.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2015 distributable amount
i Carryover from 2010 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2015 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2015 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2016. Add lines 3j and 4c.
8 Breakdown of line 7:
a
b
c Excess from 2013.......
d From 2014.......
e From 2015.......

Schedule A (Form 990 or 990-EZ) (2015)

Schedule A (Form 990 or 990-EZ) 2015

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME:	ACCOMMODATION - 2011 AMOUNT: $ 20,515. 2012 AMOUNT: $ 10,403. 2013 AMOUNT: $ 13,943. 2014 AMOUNT: $ 12,140. 2015 AMOUNT: $ 12,220. MISCELLANEOUS INCOME - 2011 AMOUNT: $ 16,871. 2012 AMOUNT: $ 4,089. 2013 AMOUNT: $ -7,594. 2014 AMOUNT: $ -12,501. 2015 AMOUNT: $ -14,304. BEAUTY/BARBER REVENUE - 2011 AMOUNT: $ 32,224. 2012 AMOUNT: $ 28,227. 2013 AMOUNT: $ 13,799. 2014 AMOUNT: $ 15,100. 2015 AMOUNT: $ 34,135. OFFICE SPACE FEES - 2011 AMOUNT: $ 7,829. MEAL FEES - 2011 AMOUNT: $ 27,158. 2012 AMOUNT: $ 29,755. 2013 AMOUNT: $ 24,883. 2014 AMOUNT: $ 32,902. 2015 AMOUNT: $ 32,207. DRYCLEANING LAUNDRY - 2011 AMOUNT: $ 33,038. 2012 AMOUNT: $ 19,699. 2013 AMOUNT: $ 13,200. 2014 AMOUNT: $ 39,229. 2015 AMOUNT: $ 20,218. REPAIR MAINTENANCE - 2011 AMOUNT: $ 22,684. 2012 AMOUNT: $ 14,176. 2013 AMOUNT: $ 3,617. 2014 AMOUNT: $ 5,952. 2015 AMOUNT: $ 12,691. COMMUNITY AND ADMIN FEES - 2011 AMOUNT: $ 29,000. 2012 AMOUNT: $ 25,030. 2013 AMOUNT: $ 32,588. 2014 AMOUNT: $ 8,095. 2015 AMOUNT: $ 8,185. SETTLEMENT INCOME - 2012 AMOUNT: $ 1,063,730.

Return Reference

Explanation

SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME:

ACCOMMODATION - 2011 AMOUNT: $ 20,515. 2012 AMOUNT: $ 10,403. 2013 AMOUNT: $ 13,943. 2014 AMOUNT: $ 12,140. 2015 AMOUNT: $ 12,220. MISCELLANEOUS INCOME - 2011 AMOUNT: $ 16,871. 2012 AMOUNT: $ 4,089. 2013 AMOUNT: $ -7,594. 2014 AMOUNT: $ -12,501. 2015 AMOUNT: $ -14,304. BEAUTY/BARBER REVENUE - 2011 AMOUNT: $ 32,224. 2012 AMOUNT: $ 28,227. 2013 AMOUNT: $ 13,799. 2014 AMOUNT: $ 15,100. 2015 AMOUNT: $ 34,135. OFFICE SPACE FEES - 2011 AMOUNT: $ 7,829. MEAL FEES - 2011 AMOUNT: $ 27,158. 2012 AMOUNT: $ 29,755. 2013 AMOUNT: $ 24,883. 2014 AMOUNT: $ 32,902. 2015 AMOUNT: $ 32,207. DRYCLEANING LAUNDRY - 2011 AMOUNT: $ 33,038. 2012 AMOUNT: $ 19,699. 2013 AMOUNT: $ 13,200. 2014 AMOUNT: $ 39,229. 2015 AMOUNT: $ 20,218. REPAIR MAINTENANCE - 2011 AMOUNT: $ 22,684. 2012 AMOUNT: $ 14,176. 2013 AMOUNT: $ 3,617. 2014 AMOUNT: $ 5,952. 2015 AMOUNT: $ 12,691. COMMUNITY AND ADMIN FEES - 2011 AMOUNT: $ 29,000. 2012 AMOUNT: $ 25,030. 2013 AMOUNT: $ 32,588. 2014 AMOUNT: $ 8,095. 2015 AMOUNT: $ 8,185. SETTLEMENT INCOME - 2012 AMOUNT: $ 1,063,730.

Schedule A (Form 990 or 990-EZ) 2015

Additional Data

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SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

BARTON CREEK SENIOR LIVING CENTER INC

Employer identification number

20-1203479

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

			(a) Donor advised funds	(b) Funds and other accounts

1	Total number at end of year ....
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ....

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ...........

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ............................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2015

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land ...	5,000,000		5,000,000
b	Buildings	88,721,121	19,016,622	69,704,499
c	Leasehold improvements
d	Equipment ...	2,774,480	1,551,749	1,222,731
e	Other ...	3,617,990	1,658,879	1,959,111
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				77,886,341

Schedule D (Form 990) 2015

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c)Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) BNY MELLON	14,176,243	F
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	14,176,243

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
RESIDENT DEPOSIT LIABILITIES	48,000
REFUNDABLE ENTRANCE FEE LIABILITY	93,823,065
PAYABLE TO SQLC	319,566
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	94,190,631
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2015

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	19,532,794
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	-79,407
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	-79,407
3	Subtract line 2e from line 1..................			3	19,612,201
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	37,835
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................			4c	37,835
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	19,650,036

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	22,916,734
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................			2e	0
3	Subtract line 2e from line 1...................			3	22,916,734
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	37,835
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................			4c	37,835
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	22,954,569

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART IV, LINE 2B:	ESCROW AND CUSTODIAL ARRANGEMENTS THE ORGANIZATION REQUIRES FUTURE RESIDENTS WISHING TO RESERVE SPACE AT THE COMMUNITY TO PAY A DEPOSIT OF $15,000 OF THE ADVANCE FEE WHICH WILL BE REQUIRED UPON RESIDENCY. THE DEPOSITS ARE HELD IN AN INTEREST-BEARING ACCOUNT UNTIL RESIDENCY IS ESTABLISHED AT WHICH TIME THE RESIDENT PAYS THE BALANCE OF THE REQUIRED ENTRANCE FEE. THE RESIDENT'S DEPOSIT IS RESTRICTED BY THE TEXAS DEPARTMENT OF INSURANCE UNTIL THE RESIDENT TAKES OCCUPANCY OF AN APARTMENT.
PART X, LINE 2:	FIN 48 (ASC 740) FOOTNOTE FOLLOWING IS THE TEXT FROM THE FOOTNOTES OF THE ORGANIZATION'S AUDITED FINANCIAL STATEMENTS: THE ORGANIZATION IS A NONPROFIT ORGANIZATION AND IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE IRC. FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014, THE ORGANIZATION HAD NO MATERIAL UNRELATED BUSINESS INCOME. ACCORDINGLY, NO PROVISION FOR FEDERAL INCOME TAX HAS BEEN MADE IN THE ACCOMPANYING FINANCIAL STATEMENTS. THE ORGANIZATION EVALUATES TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN THE COURSE OF PREPARING THE ORGANIZATION'S TAX RETURNS TO DETERMINE WHETHER THE TAX POSITIONS ARE MORE LIKELY THAN NOT OF BEING SUSTAINED BY THE APPLICABLE TAX AUTHORITY. TAX POSITIONS NOT DEEMED TO MEET THE MORE LIKELY THAN NOT THRESHOLD WOULD BE RECORDED AS A TAX BENEFIT OR EXPENSE IN THE CURRENT YEAR. RECONCILIATION IS NOT PROVIDED HEREIN, AS THE BEGINNING AND ENDING AMOUNTS OF UNRECOGNIZED BENEFITS ARE ZERO, WITH NO INTERIM ADDITIONS, REDUCTIONS, OR SETTLEMENTS. HOWEVER, THE CONCLUSIONS REGARDING ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES WILL BE SUBJECT TO REVIEW AND MAY BE ADJUSTED AT A LATER DATE BASED ON FACTORS INCLUDING, BUT NOT LIMITED TO, ONGOING ANALYSIS OF TAX LAWS, REGULATIONS, AND INTERPRETATIONS THEREOF. THE ORGANIZATION'S INFORMATIONAL RETURNS FILED IN THE U.S. FEDERAL JURISDICTION ARE GENERALLY SUBJECT TO EXAMINATION FOR THREE YEARS AFTER THE LATER OF THE DUE DATE OR DATE OF FILING. AS A RESULT, THE ORGANIZATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS PRIOR TO 2012.

Return Reference

Explanation

PART IV, LINE 2B:

ESCROW AND CUSTODIAL ARRANGEMENTS THE ORGANIZATION REQUIRES FUTURE RESIDENTS WISHING TO RESERVE SPACE AT THE COMMUNITY TO PAY A DEPOSIT OF $15,000 OF THE ADVANCE FEE WHICH WILL BE REQUIRED UPON RESIDENCY. THE DEPOSITS ARE HELD IN AN INTEREST-BEARING ACCOUNT UNTIL RESIDENCY IS ESTABLISHED AT WHICH TIME THE RESIDENT PAYS THE BALANCE OF THE REQUIRED ENTRANCE FEE. THE RESIDENT'S DEPOSIT IS RESTRICTED BY THE TEXAS DEPARTMENT OF INSURANCE UNTIL THE RESIDENT TAKES OCCUPANCY OF AN APARTMENT.

PART X, LINE 2:

FIN 48 (ASC 740) FOOTNOTE FOLLOWING IS THE TEXT FROM THE FOOTNOTES OF THE ORGANIZATION'S AUDITED FINANCIAL STATEMENTS: THE ORGANIZATION IS A NONPROFIT ORGANIZATION AND IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE IRC. FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014, THE ORGANIZATION HAD NO MATERIAL UNRELATED BUSINESS INCOME. ACCORDINGLY, NO PROVISION FOR FEDERAL INCOME TAX HAS BEEN MADE IN THE ACCOMPANYING FINANCIAL STATEMENTS. THE ORGANIZATION EVALUATES TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN THE COURSE OF PREPARING THE ORGANIZATION'S TAX RETURNS TO DETERMINE WHETHER THE TAX POSITIONS ARE MORE LIKELY THAN NOT OF BEING SUSTAINED BY THE APPLICABLE TAX AUTHORITY. TAX POSITIONS NOT DEEMED TO MEET THE MORE LIKELY THAN NOT THRESHOLD WOULD BE RECORDED AS A TAX BENEFIT OR EXPENSE IN THE CURRENT YEAR. RECONCILIATION IS NOT PROVIDED HEREIN, AS THE BEGINNING AND ENDING AMOUNTS OF UNRECOGNIZED BENEFITS ARE ZERO, WITH NO INTERIM ADDITIONS, REDUCTIONS, OR SETTLEMENTS. HOWEVER, THE CONCLUSIONS REGARDING ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES WILL BE SUBJECT TO REVIEW AND MAY BE ADJUSTED AT A LATER DATE BASED ON FACTORS INCLUDING, BUT NOT LIMITED TO, ONGOING ANALYSIS OF TAX LAWS, REGULATIONS, AND INTERPRETATIONS THEREOF. THE ORGANIZATION'S INFORMATIONAL RETURNS FILED IN THE U.S. FEDERAL JURISDICTION ARE GENERALLY SUBJECT TO EXAMINATION FOR THREE YEARS AFTER THE LATER OF THE DUE DATE OR DATE OF FILING. AS A RESULT, THE ORGANIZATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS PRIOR TO 2012.

Schedule D (Form 990) 2015

Additional Data

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Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

BARTON CREEK SENIOR LIVING CENTER INC

Employer identification number

20-1203479

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization?

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization?

Any related organization? .........................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2015

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1CHARLES B BREWERPRESIDENT	(i) (ii)	0 ------------- 326,934	0 ------------- 92,000	0 ------------- 0	0 ------------- 6,000	0 ------------- 7,109	0 ------------- 432,043	0 ------------- 0
2NATE WEYANDEXECUTIVE DIRECTOR	(i) (ii)	135,559 ------------- 0	32,550 ------------- 0	0 ------------- 0	1,790 ------------- 0	10,010 ------------- 0	179,909 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2015

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
FORM 990, SCHEDULE J, PART II	COMPENSATION OF THE EXECUTIVE DIRECTOR THE EXECUTIVE DIRECTOR AND OTHER KEY EMPLOYEES ARE PAID THROUGH THE RELATED SUPPORTING ORGANIZATION, SENIOR QUALITY LIFESTYLES CORPORATION (EIN: 36-4502669). HOWEVER, THEIR FORM W-2S ARE ISSUED THROUGH A THIRD-PARTY, PROFESSIONAL EMPLOYER ORGANIZATION, AUREON HR, INC. (EIN: 42-1368750).

Schedule J (Form 990) 2015

Additional Data

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Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization
BARTON CREEK SENIOR LIVING CENTER INC

Employer identification number
20-1203479

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	TRAVIS COUNTY HEALTH FACILITIES DEVELOPMENT CORP	74-2251752	89439RAJ3	09-29-2005	110,229,796	CONSTRUCTION OF CCRC FACILITY		X		X		X
B	TARRANT COUNTY CULT ED FACILITIES FINANCE CORP	04-3833551	87638RFP7	10-29-2015	52,019,415	REFUNDING OF 2005 SERIES, COMMUNITY RENOVATION		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	110,990,000
2 Amount of bonds legally defeased ..............
3 Total proceeds of issue ..................	116,853,633		52,022,568
4 Gross proceeds in reserve funds .............	8,539		3,691,114
5 Capitalized interest from proceeds .............	9,168,877
6 Proceeds in refunding escrows ...............
7 Issuance costs from proceeds ...............	2,204,596		1,017,450
8 Credit enhancement from proceeds .............	1,088,090
9 Working capital expenditures from proceeds .............	4,306,032
10 Capital expenditures from proceeds .............	94,545,678		405,665
11 Other spent proceeds .............	3,167,185		33,941,013
12 Other unspent proceeds .............			12,967,326
13 Year of substantial completion .............	2007
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? ....		X	X
15 Were the bonds issued as part of an advance refunding issue? .....		X		X
16 Has the final allocation of proceeds been made? ..........	X			X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? ..................	X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? .............		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? ...............	X		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2015

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? .............	X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X			X
c Are there any research agreements that may result in private business use of bond-financed property? .............		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government ....	0.100 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government .........
6 Total of lines 4 and 5 .............	0.100 %
7 Does the bond issue meet the private security or payment test? ...		X		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........		X	X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X		X
b Exception to rebate? ........		X		X
c No rebate due? .........	X		X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X			X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X			X
b Name of provider ..........	LEHMAN BROS
c Term of hedge .........	350.0000000000 %
d Was the hedge superintegrated? ......		X
e Was the hedge terminated? ........	X

Schedule K (Form 990) 2015

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X		X
b Name of provider ..........
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?	X			X
7 Has the organization established written procedures to monitor the requirements of section 148? ...		X	X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?		X		X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SCHEDULE K, PART II, LINE 3	ADDITIONAL PROCEEDS PROCEEDS OF THE ISSUE ON PART II-LINE 3 INCLUDE INVESTMENT PROCEEDS IN ADDITION TO THE SALES PROCEEDS OF THE ISSUE REPORTED IN PART I-COLUMN E.
SCHEDULE K, PART III, LINE 3(A)	MANAGEMENT AND SERVICE CONTRACTS THE ORGANIZATION HAS DETERMINED THAT THE COMMUNITY'S MANAGEMENT AND SERVICES CONTRACTS MEET THE SAFE HARBOR PROVISIONS UNDER REV. PROC. 97-13, 1997-1 C.B. 632.
SCHEDULE K, PART V	PROCEDURES TO UNDERTAKE CORRECTIVE ACTION BARTON CREEK SENIOR LIVING CENTER, INC. (THE "CORPORATION") WILL CONSIDER ADOPTING SPECIFIC WRITTEN PROCEDURES TO ENSURE TIMELY CORRECTION OF POTENTIAL VIOLATIONS OF FEDERAL TAX REQUIREMENTS RELATED TO ITS BOND ISSUE THROUGH THE USE OF THE VOLUNTARY CLOSING AGREEMENT PROGRAM IF SELF-REMEDIATION IS NOT AVILABLE UNDER APPLICABLE REGULATIONS. HOWEVER, THE CORPORATION HAS COVENANTED IN ITS MASTER TRUST INDENTURE AND OTHER DOCUMENTS RELATED TO ITS BOND ISSUE TO COMPLY WITH ALL APPLICABLE FEDERAL TAX REQUIREMENTS RELATED TO ITS BOND ISSUE AND THE CORPORATION MAY NOT TAKE CERTAIN ACTIONS, SUCH AS A DISPOSITION OF THE PROJECT OR DEFEASANCE OR REFUNDING OF THE BOND ISSUE, WITHOUT FIRST OBTAINING AN OPINION OF BOND COUNSEL THAT SUCH ACTIONS WILL NOT CAUSE THE BOND ISSUE TO FAIL TO MEET THE FEDERAL TAX REQUIREMENTS APPLICABLE TO THE BOND ISSUE. ADDITIONALLY, THE CORPORATION WAS CONVENANTED TO MAINTAIN ALL REQUIRED RECORDS RELATED TO ITS BOND ISSUE FOR FEDERAL TAX COMPLIANCE AND ENGAGES AN EXPERT TO COMPUTE THE CORPORATION'S POTENTIAL REBATE LIABILITY UNDER APPLICABLE ARBITRAGE REBATE REGULATIONS EACH YAER TO ENSURE TIMELY COMPLIANCE WITH THESE REQUIREMENTS.
SCHEDULE K, PART IV, LINE 2C	ARBITRAGE REBATE BASED ON THE REBATE COMPUTATIONS DATED 11/16/15, NO REBATE LIABILITY EXISTS AND REPORTING TO THE IRS IS NOT REQUIRED AT THIS TIME.
SCHEDULE K, PART III, LINE 9 AND PART IV, LINE 7	WRITTEN MONITORING PROCEDURES THE ORGANIZATION HAS REPRESENTED THAT IT WILL, AND COVENANTED TO, COMPLY WITH ALL TAX REQUIREMENTS IMPOSED BY THE CODE TO SATISFY SECTIONS 141 AND 145 THROUGH 150 OF THE CODE IN THE TAX CERTIFICATE AND LOAN AGREEMENT RELATED TO THE TAX-EXEMPT BOND ISSUE. OTHER THAN THESE REPRESENTATIONS AND COVENANTS, THE ORGANIZATION HAS NOT ADOPTED POST-ISSUANCE MONITORING PROCEDURES. THE ORGANIZATION REALIZES THAT POST-ISSUANCE MONITORING PROCEDURES ARE AN IMPORTANT TOOL IN THE MANAGEMENT OF ISSUES ARISING AFTER TAX-EXEMPT BONDS ARE ISSUED. WHILE THE ORGANIZATION DOES NOT CURRENTLY HAVE DETAILED WRITTEN PROCEDURES, IT HOWEVER HAS CONSULTANTS, WITH WHOM IT CONSULTS FROM TIME TO TIME ON AN AD HOC BASIS, INCLUDING BOND COUNSEL, TO ENSURE ONGOING COMPLIANCE WITH TAX AND SECURITIES LAWS. IN ADDITION, THE ORGANIZATION IS CONSIDERING ESTABLISHING ADDITIONAL POST-ISSUANCE MONITORING PROCEDURES TO ENSURE CONTINUED COMPLIANCE WITH SECTIONS 141 AND 145 THROUGH 150 OF THE CODE.

Schedule K (Form 990) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

BARTON CREEK SENIOR LIVING CENTER INC

Employer identification number

20-1203479

Return Reference	Explanation
FORM 990, PAGE 1, SECTION G:	GROSS RECEIPTS PER THE IRS FORM INSTRUCTIONS, THE AMOUNT REPORTED IN BOX G FOR GROSS RECEIPTS INCLUDES SECURITY SALES PROCEEDS OF $16,141,465 AND GROSS RECEIPTS FOR DISPOSAL OF ASSET OF $183.
FORM 990:	BENEVOLENT CARE THE ORGANIZATION PROVIDES CARE TO RESIDENTS WHO MEET CERTAIN CRITERIA UNDER ITS BENEVOLENT CARE POLICY WITHOUT CHARGE OR AT AMOUNTS LESS THAN ITS ESTABLISHED RATES. BECAUSE THE ORGANIZATION DOES NOT PURSUE COLLECTION OF AMOUNTS DETERMINED TO QUALIFY AS BENEVOLENT CARE, THEY ARE NOT REPORTED AS REVENUE. SUCH RESIDENTS ARE IDENTIFIED BASED ON FINANCIAL INFORMATION OBTAINED FROM THE RESIDENT AND SUBSEQUENT ANALYSES.
FORM 990, PART IV, LINE 24B:	INVESTMENT OF TAX-EXEMPT BOND PROCEEDS THE INVESTMENT YIELD DID NOT EXCEED THE YIELD ON THE BONDS, AND THEREFORE, NO REBATE OF ANY ARBITRAGE IS DUE.
FORM 990, PART V, LINE 2(B):	EMPLOYEES REPORTED THROUGH OUTSOURCED PROFESSIONAL EMPLOYER ORGANIZATION THE ORGANIZATION DID NOT ISSUE FORM W-2S DIRECTLY. THE INDIVIDUALS THAT COMPRISE THE TOTAL LISTED ON LINE 2(A) ARE CONSIDERED EMPLOYEES OF THE ORGANIZATION FOR THE PURPOSES OF PART V. HOWEVER, THE ORGANIZATION UTILIZES A PROFESSIONAL EMPLOYER ORGANIZATION, AUREON HR, INC. (EIN: 42-1368750), WHICH IS THE EMPLOYER OF RECORD, ISSUES ALL W-2S AND ACTS AS AN OUTSOURCED HUMAN RESOURCES PAYROLL DEPARTMENT FOR THE ORGANIZATION.
FORM 990, PART VI, SECTION A, LINE 2	BUSINESS RELATIONSHIPS AMONG BOARD OF DIRECTORS THE FOLLOWING BOARD MEMBERS MAINTAIN A BUSINESS RELATIONSHIP WITH EACH OTHER DUE TO COMMON PARTICIPATION AS OFFICERS OR DIRECTORS OF VARIOUS OTHER RELATED NOT-FOR-PROFIT ENTITIES BY WHICH ONE OR MORE OF THE INDIVIDUALS IS COMPENSATED: CHARLES B. BREWER STAN WATERHOUSE JOE ANDERSON
FORM 990, PART VI, SECTION A, LINE 4	SIGNIFICANT CHANGE TO GOVERNING DOCUMENTS THE BYLAWS FOR WERE AMENDED AND RESTATED DURING THE YEAR TO ALLOW FOR THE APPOINTMENT OF THE PRESIDENT OF EACH COMMUNITY'S RESIDENT COUNCIL AS AN EX-OFFICIO NON-VOTING DIRECTOR OF THE CORPORATION.
FORM 990, PART VI, SECTION A, LINE 6	CORPORATE MEMBER SENIOR QUALITY LIFESTYLES CORPORATION (SQLC) IS THE SOLE MEMBER OF THE ORGANIZATION. SQLC ACTS AS A SUPPORTING ORGANIZATION, PROVIDING OVERSIGHT, DIRECTION, AND GOVERNANCE SUPPORT, AND WILL MAKE GRANTS AND/OR PROVIDE OTHER FORMS OF FINANCIAL ASSISTANCE AS NEEDED. SQLC, AS THE SOLE MEMBER, HAS AUTHORITY TO ELECT BOARD MEMBERS OF THE ORGANIZATION. SQLC, AS THE SOLE MEMBER OF THE ORGANIZATION, HAS ALL OF THE TYPICAL RIGHTS AFFORDED TO A MEMBER OF A TEXAS NONPROFIT CORPORATION, SUCH AS THE RIGHT TO APPROVE ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS, AND THE RIGHT TO APPROVE ANY PROPOSED DISSOLUTION OF THE ORGANIZATION.
FORM 990, PART VI, SECTION A, LINE 7A	SEE PART VI, SECTION A, LINE 6 FOR EXPLANATION.
FORM 990, PART VI, SECTION A, LINE 7B	SEE PART VI, SECTION A, LINE 6 FOR EXPLANATION.
FORM 990, PART VI, SECTION A, LINE 8B	DOCUMENTATION OF COMMITTEES LINE 8B IS ANSWERED NO BECAUSE THERE ARE NO COMMITTEES IN PLACE WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY AT THIS TIME.
FORM 990, PART VI, SECTION B, LINE 11	FORM 990 REVIEW PROCESS THE BOARD MEMBERS OF BARTON CREEK SENIOR LIVING CENTER, SENIOR QUALITY LIFESTYLES CORPORATION AND GREYSTONE COMMUNITIES, THE MANAGEMENT COMPANY, REVIEW THE FORM 990 UPON COMPLETION. THE BOARD REVIEW AND APPROVAL OF THE FORM 990 IS COMPLETED PRIOR TO FILING.
FORM 990, PART VI, SECTION B, LINE 12C	CONFLICT OF INTEREST POLICY ENFORCEMENT AND MONITORING ANNUALLY THE CONFLICT OF INTEREST POLICY IS REVIEWED DURING A BOARD MEETING, IN ADDITION TO HAVING THE NECESSARY INDIVIDUALS SIGN THE DISCLOSURE STATEMENT ON AN ANNUAL BASIS. IT IS THE EXPECTATION THAT MANAGEMENT STAFF (COMMUNITY AND CORPORATE) IN ADDITION TO THE MANAGEMENT COMPANY WILL BRING ANY QUESTIONABLE ACTIVITY TO THE ATTENTION OF THE BOARD OR AN OFFICER.
FORM 990, PART VI, SECTION B, LINE 15	COMPENSATION REVIEW OF MANAGEMENT THE CEO OF SENIOR QUALITY LIFESTYLES CORPORATION, ALONG WITH THE MANAGEMENT COMPANY, GREYSTONE, AND AUREON HR, INC., AN INDEPENDENT PROFESSIONAL EMPLOYER ORGANIZATION, SET THE SALARY FOR THE EXECUTIVE DIRECTOR. BOTH GREYSTONE AND AUREON PROVIDE COMPARATIVE SALARY DATA. THE EXECUTIVE DIRECTOR, GREYSTONE REGIONALS, AND AUREON SET OTHER TOP MANAGEMENT RATES BASED ON MARKET WAGES AND YEARS OF EXPERIENCE.
FORM 990, PART VI, SECTION C, LINE 19	DOCUMENTS AVAILABLE TO PUBLIC THE FINANCIAL STATEMENTS ARE POSTED TO NATIONALLY RECOGNIZED ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA). DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION ALSO PROVIDES DOCUMENTS THROUGH THE ANNUAL DISCLOSURE STATEMENT TO THE TEXAS DEPARTMENT OF INSURANCE.
FORM 990, PART VI, SECTION A, LINE 3:	MANAGEMENT COMPANY GREYSTONE MANAGEMENT IS AN UNRELATED BUSINESS ORGANIZATION ENGAGED BY THE BOARD OF DIRECTORS OF BARTON CREEK SENIOR LIVING CENTER, INC. TO PROVIDE MANAGEMENT SERVICES. MANAGEMENT DUTIES INCLUDE HIRING AND RECRUITING QUALIFIED PERSONNEL, PREPARING ANNUAL OPERATING BUDGET FOR SUBMISSION TO THE BOARD OF DIRECTORS, AND ASSISTING IN THE PREPARATION OF MONTHLY AND ANNUAL FINANCIAL REPORTING DISCLOSURES. THE BOARD OF DIRECTORS HAVE FINAL AUTHORITY OVER THE APPROVAL OF THE ANNUAL OPERATING BUDGET, APPROVAL OF MONTHLY AND ANNUAL FINANCIAL REPORTING DISCLOSURES, AND OVERSIGHT OF THE MANAGEMENT COMPANY.
FORM 990, PART VII:	TOP MANAGEMENT AND FINANCIAL OFFICIAL THE EXECUTIVE DIRECTOR IS THE TOP MANAGEMENT OFFICIAL AND TOP FINANCIAL OFFICIAL. PER THE FORM INSTRUCTIONS, THE TOP MANAGEMENT AND FINANCIAL OFFICIALS ARE DEEMED TO BE OFFICERS.
FORM 990, PART IX, LINE 24A	LOSS ON EARLY EXTINGUISHMENT OF DEBT AS STATED IN THE ORGANIZATION'S AUDITED FINANCIAL STATEMENTS, THE ORGANIZATION INCURRED A LOSS ON AN EARLY EXTINGUISHMENT OF DEBT TOTALING $1,734,710 ASSOCIATED WITH THE WRITE-OFF OF UNAMORTIZED DISCOUNT AND BOND ISSUANCE COST ASSOCIATED WTIH ITS SERIES 2005 TAX-EXEMPT BONDS.
FORM 990, PART XII, LINE 2C:	COMMITTEE'S OVERSIGHT AND SELECTION PROCESS THE ORGANIZATION HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY OF THE OVERSIGHT OF THE AUDIT AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THERE WAS NO CHANGE TO THE PROCESS DURING THE YEAR.
2015 ADOPTED ACCOUNTING PRONOUCEMENT DISCLOSURE	IN APRIL 2015, THE FINANCIAL ACCOUNTING STANDARDS BOARD ("FASB") ISSUED ACCOUNTING STANDARDS UPDATE ("ASU") INTEREST - IMPUTATION OF INTEREST ("ASU 2015-03"). ASU 2015-03 REQUIRES THAT DEBT ISSUANCE COSTS RELATED TO A RECOGNIZED DEBT LIABILITY BE PRESENTED IN THE BALANCE SHEET AS A DIRECT DEDUCTION FROM THE CARRYING AMOUNT OF THAT DEBT LIABILITY, CONSISTENT WITH DEBT DISCOUNTS. THE RECOGNITION AND MEASUREMENT GUIDANCE FOR DEBT ISSUANCE COSTS ARE NOT AFFECTED BY THE AMENDMENTS IN ASU 2015-03. THE AMENDMENTS IN ASU 2015-03 ARE EFFECTIVE FOR FISCAL PERIODS BEGINNING AFTER DECEMBER 15, 2015 AND MAY BE ADOPTED EARLIER. THE ORGANIZATION ADOPTED ASU 2015-03 ON JANUARY 1, 2015. THE ORGANIZATION'S ADOPTION OF ASU NO. 2015-03 RESULTED IN THE RECLASSIFICATION OF BOND ISSUANCE COSTS AS AN ASSET TO A DIRECT DEDUCTION FROM THE RELATED BOND PAYABLE. THE EFFECT OF THE ADOPTION OF ASU NO. 2015-03 WAS A REDUCTION OF INTANGIBLE ASSETS AND NOTES PAYABLE OF $1,236,357 AT DECEMBER 31, 2015. THE ADOPTION OF ASU NO. 2015-03 ALSO CAUSED A DECREASE IN AMORTIZATION OF BOND ISSUANCE COSTS AND A RELATED INCREASE IN INTEREST EXPENSE OF $45,813 FOR THE YEARS ENDED DECEMBER 31, 2015 RESPECTIVELY. THE ADOPTION OF ASU 2015-03 DID NOT RESULT IN A CHANGE TO NET DEFICIT FOR 2015.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

BARTON CREEK SENIOR LIVING CENTER INC

Employer identification number

20-1203479

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)SENIOR QUALITY LIFESTYLES CORP (SQLC) 12720 HILLCREST ROAD STE 106 DALLAS,TX75230 36-4502669	HEALTH CARE	TX	501(C)(3)	LINE 11B, II	N/A		No
(2)BUCKINGHAM SENIOR LIVING COMMUNITY INC 12720 HILLCREST ROAD STE 106 DALLAS,TX75230 30-0097872	HEALTH CARE	TX	501(C)(3)	LINE 9	SQLC		No
(3)SQLC SENIOR LIVING CTR AT CORPUS CHRISTI 12720 HILLCREST ROAD STE 106 DALLAS,TX75230 26-1778912	HEALTH CARE	TX	501(C)(3)	LINE 9	SQLC		No
(4)NORTHWEST SENIOR HOUSING CORPORATION 12720 HILLCREST ROAD STE 106 DALLAS,TX75230 75-2771278	HEALTH CARE	TX	501(C)(3)	LINE 9	SQLC		No
(5)SQLC CHARITABLE FOUNDATION 12720 HILLCREST ROAD STE 106 DALLAS,TX75230 26-2474373	FOUNDATION	TX	501(C)(3)	LINE 7	SQLC		No
(6)TARRANT COUNTY SENIOR LIVING CENTER INC 12720 HILLCREST ROAD STE 106 DALLAS,TX75230 20-8068602	HEALTH CARE	TX	501(C)(3)	LINE 9	SQLC		No
(7)MAYFLOWER COMMUNITIES INC 12720 HILLCREST ROAD STE 106 DALLAS,TX75230 26-1446350	HEALTH CARE	DE	501(C)(3)	LINE 9	SQLC		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2015

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) SENTINEL RIDGE SENIOR LIVING CORPORATION 12720 HILLCREST ROAD SUITE 106 DALLAS,TX75230 47-2871995	INACTIVE	TX	SQLC	C			Yes

Schedule R (Form 990) 2015

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) .................

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

Yes

o Sharing of paid employees with related organization(s) ............................

Yes

p Reimbursement paid to related organization(s) for expenses ............................

Yes

q Reimbursement paid by related organization(s) for expenses ............................

Yes

r Other transfer of cash or property to related organization(s) ............................

Yes

s Other transfer of cash or property from related organization(s) ............................

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) NA

Schedule R (Form 990) 2015

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2015

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2015

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO PROVIDE THE HIGHEST QUALITY RESIDENTIAL LIVING ENVIRONMENT FOR SENIOR CITIZENS, FEATURING PERSONAL SERVICES, INDEPENDENT & ASSISTED LIVING, MEMORY CARE & SKILLED NURSING.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	3
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	2
5	Total number of individuals employed in calendar year 2015 (Part V, line 2a) ......	5	401
6	Total number of volunteers (estimate if necessary) .............	6	91
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	36,500	0
9	Program service revenue (Part VIII, line 2g) .........	19,515,700	19,309,287
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	285,563	235,397
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	100,917	105,352
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	19,938,680	19,650,036
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	430
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	8,585,369	9,023,825
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	13,209,781	13,930,314
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	21,795,150	22,954,569
19	Revenue less expenses. Subtract line 18 from line 12.......	-1,856,470	-3,304,533
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	106,770,969	118,382,115
21	Total liabilities (Part X, line 26).............	138,964,983	153,960,069
22	Net assets or fund balances. Subtract line 21 from line 20.....	-32,194,014	-35,577,954

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 20,161,312 including grants of $ 430 ) (Revenue $ 19,414,639 )
	A CCRC LIFE CARE COMMUNITY FEATURING INDEPENDENT LIVING,ASSISTED LIVING, MEMORY CARE, AND SKILLED NURSING.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses20,161,312

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) CHARLES B BREWER...................................................................... PRESIDENT	2.00 ................. 49.00	X	X		0	418,934	13,109
(2) STAN WATERHOUSE...................................................................... SECRETARY/TREASURER	2.00 ................. 3.00	X	X		0	16,000	0
(3) JOE ANDERSON...................................................................... DIRECTOR	2.00 ................. 6.00	X			0	16,000	0
(4) NATE WEYAND...................................................................... EXECUTIVE DIRECTOR	40.00 ................. 0.00		X		168,109	0	11,800
(5) JOAN FORD...................................................................... DIRECTOR OF SALES & MARKETING	40.00 ................. 0.00			X	108,699	0	6,093

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	276,808	450,934	31,002

1a	Federated campaigns..	1a
b	Membership dues..	1b
c	Fundraising events..	1c
d	Related organizations	1d
e	Government grants (contributions)	1e

f	All other contributions, gifts, grants, and similar amounts not included above	1f

g	Noncash contributions included in lines 1a-1f:$
h Total.Add lines 1a-1f.......

			Business Code
2a	RESIDENT SERVICES	623000	19,309,287	19,309,287
b
c
d
e
f	All other program service revenue.
g Total.Add lines 2a–2f.....			19,309,287

3 Investment income (including dividends, interest, and othersimilar amounts) ..........			229,019			229,019
4 Income from investment of tax-exempt bond proceeds			92,491			92,491
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory	183	16,141,465
b	Less: cost or other basis and sales expenses	0	16,227,761
c	Gain or (loss)	183	-86,296
d	Net gain or (loss).....			-86,113			-86,113
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a	OTHER PERSONAL SERVICES		900099	34,135	34,135
b	MEAL REVENUE		900099	32,207	32,207
c	DRYCLEANING AND LAUNDRY		900099	20,218	20,218
d	All other revenue ....			18,792	18,792
e	Total. Add lines 11a–11d ......			105,352
12	Total revenue. See Instructions......			19,650,036	19,414,639	0	235,397

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	430	430
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	179,910	161,919	17,991
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	7,265,374	6,538,837	726,537
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......	978,470	880,623	97,847
10	Payroll taxes ...........	600,071	540,064	60,007
11	Fees for services (non-employees):
a	Management ......	752,192		752,192
b	Legal .........	11,835	10,652	1,183
c	Accounting ...........	49,754	44,779	4,975
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	37,835	34,052	3,783
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	725,502	652,952	72,550
12	Advertising and promotion ....	147,775	132,998	14,777
13	Office expenses .......	292,232	263,009	29,223
14	Information technology ......	157,796	142,016	15,780
15	Royalties ..
16	Occupancy ...........	1,309,774	1,178,797	130,977
17	Travel ............	118,602	106,742	11,860
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	13,279		13,279
20	Interest ...........	2,308,837	2,077,953	230,884
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	3,653,921	3,288,529	365,392
23	Insurance ...	82,666	74,399	8,267
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	LOSS ON EXT. OF DEBT	1,734,710	1,561,239	173,471
b	DINING	1,534,710	1,534,710
c	NURSING AND ASSISTED LI	442,102	442,102
d	REPAIRS & MAINTENANCE	305,151	274,636	30,515
e	All other expenses	251,641	219,874	31,767
25	Total functional expenses. Add lines 1 through 24e	22,954,569	20,161,312	2,793,257	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			6,423,885	1	5,586,183
2	Savings and temporary cash investments .........			1,435,434	2	6,619,009
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			2,366,757	4	1,710,232
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net ....				7
8	Inventories for sale or use ........			64,038	8	57,562
9	Prepaid expenses and deferred charges ......			95,160	9	172,951
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	100,113,591
b	Less: accumulated depreciation	10b	22,227,250	78,890,427	10c	77,886,341
11	Investments—publicly traded securities .			3,036,962	11	10,793,918
12	Investments—other securities. See Part IV, line 11 .....			9,962,950	12	14,176,243
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			4,495,356	15	1,379,676
16	Total assets. Add lines 1 through 15 (must equal line 34)...			106,770,969	16	118,382,115

17	Accounts payable and accrued expenses .....	3,056,023	17	1,721,268
18	Grants payable ...		18
19	Deferred revenue .........	6,760,157	19	6,616,966
20	Tax-exempt bond liabilities .........	37,297,229	20	50,761,204
21	Escrow or custodial account liability. Complete Part IV of Schedule D	1,778,612	21	670,000
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D	90,072,962	25	94,190,631
26	Total liabilities. Add lines 17 through 25..	138,964,983	26	153,960,069

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	-32,194,014	27	-35,577,954
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-32,194,014	33	-35,577,954
34	Total liabilities and net assets/fund balances ........	106,770,969	34	118,382,115