2025-02-11T14:15:32-06:00 2024-03-31 410746749 CLIFTONLARSONALLEN LLP 10700 NORTHUP WAY SUITE 200 BELLEVUE WA 98004 990 2023-04-01 850282570 LA VIDA LLENA LAVI 5052966700 10501 LAGRIMA DE ORO NE ALBUQUERQUE NM 871113737 KONRAD VAN BAALEN EXECUTIVE DIRECTOR 5052966700 2025-02-10 1 1 KURT BENNION CPA P01469618 4252506100 2025-02-10 2023 2025-03-06 01:10:19Z KONRAD VAN BAALEN 10501 LAGRIMA DE ORO NE ALBUQUERQUE NM 871113737 32326435 0 X WWW.RETIREMENT.ORG X 1979 NM PROVIDE QUALITY HOUSING, CARE AND SERVICES TO THE SENIORS OF THE LIFE CARE RETIREMENT COMMUNITY. 9 9 357 10 0 0 60121 41100 27022316 29875027 1524287 2095595 175291 244899 28782015 32256621 0 0 0 0 12046990 14013767 0 0 0 16888828 24441082 28935818 38454849 -153803 -6198228 152012263 150904559 140342244 143378544 11670019 7526015 LA VIDA LLENA WILL PROVIDE RESIDENTS AN ENHANCED PERSONALIZED LIFESTYLE AND IS A COMMUNITY THAT ENHANCES THE LIFE OF SENIORS IN A SAFE PREMIER LIVING ENVIRONMENT THAT FOSTERS EXCELLENT SERVICES BY A CARING STAFF. 0 0 9087743 0 29875027 LA VIDA LLENA IS A CONTINUING CARE RETIREMENT COMMUNITY, DEDICATED TO ENHANCING OUR RESIDENTS' QUALITY OF LIFE IN A STIMULATING, SECURE ENVIRONMENT. WE PROVIDE HIGH-QUALITY SERVICES INCLUDING HOUSING, NUTRITIOUS MEALS, NURSING, HOUSEKEEPING, MAINTENANCE, AND OTHER SUPPORT TO THOSE WE SERVE. 9087743 1 1 0 0 0 0 0 0 1 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 118 0 357 1 0 0 0 0 0 0 0 0 0 0 0 0 X 9 9 0 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 NM X KATRINA BYWATER 5416463300 1 WEST MAIN STREET SUITE 303 MEDFORD OR 97501 X LINDA GIVENS EXECUTIVE DIRECTOR 40.00 0.00 X 154646 0 24762 MARIA GEIGER AL/MC CAN 40.00 0.00 X 120954 0 39833 MARY MARLEY MK SALES COUNSELOR 0.00 40.00 X 107347 0 20230 SHERRI KINNEY AL/MC MANAGER 0.00 40.00 X 100574 0 7504 TERRY SHIRROD BOARD CHAIR 1.00 1.00 X X 0 0 0 TIM SHEAHAN VICE CHAIR 1.00 0.00 X X 0 0 0 SUZETTE LONGFELLOW TREASURER (THROUGH SEPTEMBER 2023) 1.00 0.00 X X 0 0 0 DOUGLAS BAILEY DIRECTOR (THROUGH DECEMBER 2023) 1.00 0.00 X 0 0 0 JACK BRAYER DIRECTOR (THROUGH SEPTEMBER 2023) 1.00 0.00 X 0 0 0 TOM CROW DIRECTOR 1.00 0.00 X 0 0 0 SHELLY FRITZ DIRECTOR 1.00 1.00 X 0 0 0 DON HOSSINK RESIDENT DIRECTOR 1.00 1.00 X 0 0 0 BILL MILLER DIRECTOR 1.00 0.00 X 0 0 0 DON POWER DIRECTOR 1.00 0.00 X 0 0 0 DOUG WILSON PRS REPRESENTATIVE 1.00 1.00 X 0 0 0 BRAD YABLONSKY DIRECTOR 1.00 0.00 X 0 0 0 483521 0 92329 4 0 1 0 CRM CONSTRUCTION LLC 413 BURMA DR NE ALBUQUERQUE NM 87123 REFURBISHMENT OF UNITS 619139 SYNCHRONY REHAB PARAGON 2701 CHESTNUT STATION LOUISVILLE KY 40299 THERAPY SERVICES 445719 TK ELEVATOR CORP PO BOX 3796 CAREL STREAM IL 60132 MAINTENANCE SERVICES 258405 WESTWAYS STAFFING SERVICES PO BOX 840166 LOS ANGELES CA 90084 STAFFING AGENCY 240676 DAVES GROUNDS MAINTENANCE 601 GENERAL HODGES ST SE ALBUQUERQUE NM 87123 GROUNDS MAINTENANCE 176812 8 26000 15100 41100 RESIDENTIAL SERVICES REVENUE 623000 15296275 15296275 AMORTIZATION OF ENTRANCE FEES 623000 7882397 7882397 HEALTHCARE SERVICES REVENUE 623000 6696355 6696355 29875027 1575334 1575334 590075 590075 69814 -69814 -69814 -69814 GUEST ROOM 623000 116582 116582 MISCELLANEOUS 623000 67071 67071 CAFE SALES 623000 26835 26835 34411 34411 244899 32256621 29875027 0 2340494 179408 179408 11082682 6361201 4721481 450969 261510 189459 1456595 832337 624258 844113 477834 366279 221714 221714 77356 77356 89516 89516 1181123 534310 646813 224300 9634 214666 5103246 219194 4884052 388874 16703 372171 1176907 50550 1126357 134215 5765 128450 21705 932 20773 3114515 3114515 5309245 5309245 844966 36293 808673 BAD DEBT EXPENSE 4423431 189995 4233436 DIETARY / FOOD 1317622 56594 1261028 EQUIPMENT RENTAL 518880 22287 496593 EMPLOYEE/RESIDENT RELAT 137113 5889 131224 156354 6715 149639 38454849 9087743 29367106 0 3316130 11937834 11030881 13415552 1137290 2011547 54177 43425 402794 402873 153868320 71605461 86065112 82262859 49315931 40559964 256110 227620 433838 42885 152012263 150904559 2217147 6133793 23750547 24798538 86778453 76561021 27338109 35696090 257988 189102 140342244 143378544 X 11670019 7526015 11670019 7526015 152012263 150904559 -6198228 2053510 714 0 X X 0 1 X 1 0 X 68469 2643249 18218 60121 41100 2831157 26846806 25204221 24902209 27022316 29875027 133850579 26915275 27847470 24920427 27082437 29916127 136681736 0 0 0 136681736 1677799 1109883 2566499 1847506 2165409 9367096 1677799 1109883 2566499 1847506 2165409 9367096 473062 221758 234383 175291 244899 1349393 29066136 29179111 27721309 29105234 32326435 147398225 0.92730 0.92480 0.06350 0.06520 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: GUEST ROOM INCOME CORNER CAFE GUEST MEALS CATERING GENERAL STORE BEAUTY SHOP HOUSEKEEPING/LAUNDRY PARKING/TRANSPORTATION MISCELLANEOUS SUPPLIES/POSTAGE MAINTENANCE REVENUE RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 9005126 9005126 125653276 59176717 66476559 18814151 12428744 6385407 395767 395767 82262859 OPERATING LEASE LIABILITY 189102 189102 X PART IV, LINE 2B: THE ORGANIZATION PROVIDES HOUSING AND HEALTH CARE SERVICES UNDER ENTRANCE FEE AGREEMENTS WITH RESIDENTS (LIFE PLAN AGREEMENTS). THESE LIFE PLAN AGREEMENTS REQUIRE RESIDENTS TO PAY AN UP-FRONT ENTRANCE FEE, AND OBLIGATE THE ORGANIZATION TO PROVIDE HEALTH CARE BENEFITS IN THE FORM OF FUTURE ASSISTED LIVING, INTERMEDIATE OR SKILLED NURSING HOUSING, AND SERVICES DURING THE LIFE OF THE RESIDENT. GENERALLY, A PORTION OF THE ENTRANCE FEE IS REFUNDABLE TO THE RESIDENT OVER THE FIRST 4.5 YEARS OF THE CONTRACT. AFTER ESTABLISHING RESIDENCY, THE RESIDENT MAY CANCEL THE AGREEMENT AT ANY TIME UPON GIVING 90 DAYS WRITTEN NOTICE OF CANCELLATION. FOR A MAJORITY OF THE AGREEMENTS, IF THE RESIDENT CANCELS THE AGREEMENT FOR REASONS OTHER THAN DEATH, INCAPACITY OR DIVORCE, THE ORGANIZATION WILL, UPON THE EARLIER OF RESALE AND RE-OCCUPANCY OF THE RESIDENT'S APARTMENT OR 120 DAYS, REFUND A PORTION OF THE ENTRANCE FEE IN ACCORDANCE WITH THE FOLLOWING TERMS: (A) IF THE CANCELLATION OCCURS DURING THE FIRST YEAR OF OCCUPANCY, THE ORGANIZATION RETAINS 5% OF THE ENTRANCE FEE, PLUS AN ADDITIONAL 1% OF THE ENTRANCE FEE FOR EACH MONTH (OR PORTION THEREOF) OF OCCUPANCY. (B) IF CANCELLATION OCCURS AFTER THE FIRST 12 MONTHS OF OCCUPANCY, THE ORGANIZATION RETAINS, IN ADDITION TO THE FIRST YEAR AMORTIZATION AMOUNT, 2% OF THE ENTRANCE FEE FOR EACH SUBSEQUENT MONTH (OR PORTION THEREOF) OF OCCUPANCY. (C) THE ORGANIZATION RETAINS ANY PORTION OF THE ENTRANCE FEE NECESSARY TO PAY ANY UNPAID INDEBTEDNESS TO THE ORGANIZATION INCURRED BY THE RESIDENT, INCLUDING ANY UNPAID MONTHLY SERVICE FEES AND ANY UNPAID EXPENSES INCURRED BY THE RESIDENT FOR HEALTH OR OTHER SERVICES. THERE ARE ALSO 37 OUTSTANDING CONTRACTS THAT PROVIDE FOR AN ESTATE BENEFIT EQUALING 50% OF THE ORIGINAL ENTRANCE FEE. THE GENERAL PRACTICE OF THE ORGANIZATION IS TO PAY ANY REFUND OR ESTATE BENEFIT WITHIN APPROXIMATELY 90 DAYS OF THE RESIDENT SUBMITTING A MOVE-OUT NOTICE OR EXPIRATION OF THE RESIDENT DESPITE THE CONTRACTUAL ABILITY TO WAIT UNTIL RESALE AND RE-OCCUPANCY OR 120 DAYS. PART X, LINE 2: THE ORGANIZATION IS EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND A SIMILAR PROVISION FOR STATE LAW. THE ORGANIZATION IS SUBJECT TO FEDERAL INCOME TAX ON ANY UNRELATED BUSINESS TAXABLE INCOME. THE ORGANIZATION IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE THE TAX-EXEMPT STATUS. SHOULD THAT STATUS BE CHALLENGED IN THE FUTURE, ALL YEARS SINCE INCEPTION COULD BE SUBJECT TO REVIEW BY THE INTERNAL REVENUE SERVICE. 0 0 0 0 0 0 0 0 0 LINDA GIVENS EXECUTIVE DIRECTOR 153146 0 1500 0 0 0 10999 0 13763 0 179408 0 0 0 MARIA GEIGER AL/MC CAN 84202 0 36752 0 0 0 3081 0 36752 0 160787 0 0 0 PART I, LINE 3 THE W-2'S FOR THE ORGANIZATION'S CEO, CFO AND DIRECTOR OF SALES AND MARKETING ARE ISSUED BY HAVERLAND CARTER LIFESTYLE GROUP OPERATING, LLC, A DISREGARDED ENTITY OF THE PARENT ENTITY, HAVERLAND CARTER LIFESTYLE GROUP. THE ORGANIZATION TYPICALLY CONDUCTS COMPENSATION REVIEWS FOR CLINICAL POSITIONS AND NON-CLINICAL POSITIONS IN ALTERNATE YEARS. THIS PROCESS IS TYPICALLY CONDUCTED BETWEEN DECEMBER JANUARY TO RECOMMEND ALIGNMENTS IN TIME FOR BUDGET REVIEW. HOWEVER, IN THE LAST COUPLE OF YEARS, THE ORGANIZATION HAS REVIEWED ALL POSITIONS ANNUALLY FOR ESCALATION, AND IT HAS DONE TWO COMPANY-WIDE COMP REVIEWS ON CLINICAL POSITIONS FOR THE FISCAL YEAR ENDING IN 2022. THE REASON FOR CONDUCTING MORE FREQUENT REVIEWS IS BECAUSE OF THE RAPID ACCELERATION OF WAGES AND THE SPECIFIC CHALLENGES OF STAFFING IN THE ORGANIZATION'S INDUSTRY. THE ORGANIZATION CONSIDERS INTERNAL AND EXTERNAL COMPENSATION DATA TO IDENTIFY COMPETITIVE RANGES AND ESTABLISH EQUITY. DATA FROM THESE EXTERNAL BENCHMARKS IS USED IN THE PROCESS: 1) HOSPITAL AND HEALTHCARE COMPENSATION SERVICE (HHCS) SURVEYS, IN WHICH THE ORGANIZATION ALSO PARTICIPATES. THE HHCS SURVEYS ARE ENDORSED BY LEADINGAGE, AND CONTAIN ACTUAL AND PREDICTIVE DATA ON COMPENSATION, BENEFITS, AND BONUSES FROM OTHER BUSINESSES SPECIFIC TO THE ORGANIZATION'S INDUSTRIES (CCRC, AL, AND HOSPICE). 2) U.S. DEPARTMENT OF LABOR BUREAU OF LABOR STATISTICS OCCUPATIONAL EMPLOYMENT STATISTICS (DOL BLS OES) SPECIFIC TO EACH LOCATION IN WHICH BUSINESS IS CONDUCTED BY THE ORGANIZATION. THE BLS OES DATA IS COMPARED TO THE HHCS SURVEY DATA TO ESTABLISH WHERE THE OES MEDIAN WAGES INTERSECT WITH THE HHCS WAGE RANGES. 3) OTHER EXTERNAL BENCHMARKS: THE ORGANIZATION MAY CONSIDER INFORMATION FROM WEBSITES LIKE GLASSDOOR.COM, PAY SCALE.COM, OR SALARY.COM, BUT THERE IS NO WAY TO VERIFY THE ACCURACY OF THEIR DATA, SO THEY ARE NOT HEAVILY WEIGHTED IN THE REVIEW. FORM 990, PART VI, SECTION A, LINE 3 MANAGEMENT DUTIES ARE PROVIDED BY PACIFIC RETIREMENT SERVICES, INC. FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE AMENDED ON OCTOBER 1, 2023, TO REFLECT THE ACQUISITION OF LA VIDA LLENA BY PACIFIC RETIREMENT SERVICES, A 501(C)(3) ORGANIZATION BASED IN MEDFORD, OREGON. THE AMENDMENT INCLUDED THE FOLLOWING CHANGES: (A) IDENTIFICATION OF PACIFIC RETIREMENT SERVICES AS THE SOLE MEMBER; (B) GRANTING VARIOUS POWERS TO PACIFIC RETIREMENT SERVICES AS THE SOLE MEMBER, INCLUDING THE POWER TO APPOINT AND REMOVE ALL BOARD MEMBERS; (C) REQUIRING APPROVAL FROM PACIFIC RETIREMENT SERVICES FOR VARIOUS ACTIONS; AND (D) CHANGING THE MINIMUM NUMBER OF BOARD MEMBERS TO THREE, REMOVING THE MAXIMUM NUMBER OF BOARD MEMBERS, AND ALLOWING BOARD MEMBERS TO SERVE AN UNLIMITED NUMBER OF 1-YEAR TERMS. FORM 990, PART VI, SECTION A, LINE 6 THROUGH SEPTEMBER 30, 2023, HAVERLAND CARTER LIFESTYLE GROUP, A 501(C)(3) ORGANIZATION, WAS THE SOLE MEMBER. AS OF OCTOBER 1, 2023, PACIFIC RETIREMENT SERVICES IS THE SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A THROUGH SEPTEMBER 30, 2023, THE ORGANIZATION'S SOLE MEMBER, HAVERLAND CARTER LIFESTYLE GROUP, HAD THE RIGHT TO SELECT AND APPOINT UP TO SIX BOARD MEMBERS OF THIS ORGANIZATION. THE SOLE MEMBER ALSO RETAINED THE RIGHT TO REMOVE ANY BOARD MEMBER FOR CAUSE, PROVIDED THAT THE SOLE MEMBER FIRST CONSULTED WITH THE ORGANIZATION. AS OF OCTOBER 1, 2023, ALL MEMBERS OF THE BOARD OF DIRECTORS ARE ELECTED BY PACIFIC RETIREMENT SERVICES, THE SOLE MEMBER. FORM 990, PART VI, SECTION A, LINE 7B THROUGH SEPTEMBER 30, 2023, HAVERLAND CARTER LIFESTYLE GROUP RETAINED THE RIGHTS TO ALL BUSINESS DECISIONS GREATER THAN $10,000. AS OF OCTOBER 1, 2023, PACIFIC RETIREMENT SERVICES HAS THE EXCLUSIVE POWER TO TAKE THE FOLLOWING ACTIONS ON BEHALF OF LA VIDA LLENA: (A) AMEND, RESTATE OR REPEAL THE BYLAWS OR ADOPT NEW BYLAWS; (B) COORDINATE THE ORGANIZATION'S ACTIVITIES AND ENGAGE IN THE OVERALL PLANNING, POLICY DEVELOPMENT, BUDGETING AND RESOURCE ALLOCATION FOR THE ORGANIZATION; (C) APPOINT OUTSIDE AUDITORS FOR THE ORGANIZATION; (D) ELECT OR APPOINT THE ORGANIZATION'S DIRECTORS AND FILL VACANCIES CAUSED BY THE DEATH, REMOVAL OR RESIGNATION OF A DIRECTOR; AND (E) REMOVE ANY OF THE ORGANIZATION'S DIRECTORS OR OFFICERS. AS OF OCTOBER 1, 2023, THE PRIOR APPROVAL OF PACIFIC RETIREMENT SERVICES IS REQUIRED BEFORE THE BOARD OF DIRECTORS MAY: (A) APPROVE ANY MERGER OR CONSOLIDATION OF THE ORGANIZATION WITH ANOTHER ENTITY, OR ANY PARTIAL OR TOTAL LIQUIDATION OF THE ORGANIZATION'S ASSETS; (B) INCUR ANY DEBT, OR ENTER INTO ANY CONTRACT, NOT CONTEMPLATED BY THE ANNUAL BUDGET IF THE AGGREGATE DOLLAR AMOUNT EXCEEDS $100,000; (C) MAKE ANY GIFT OR GRATUITOUS TRANSFER IN EXCESS OF $15,000 IN THE AGGREGATE IN ANY CALENDAR YEAR; (D) CREATE A TAXABLE OR TAX-EXEMPT SUBSIDIARY OR AFFILIATED ORGANIZATION; (E) ACQUIRE A CONTROLLING INTEREST IN ANOTHER ENTITY; AND (F) APPROVE ANY AMENDMENT, REPEAL OR RESTATE OF THE ORGANIZATION'S ARTICLES OF INCORPORATION OR ADOPT ANY ARTICLES OF INCORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS REVIEWED BY THE CORPORATE DIRECTOR OF ACCOUNTING, VICE PRESIDENT OF ACCOUNTING, CFO, AND THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY AND QUESTIONNAIRE ARE SENT TO ALL BOARD MEMBERS AND KEY EMPLOYEES ANNUALLY. THERE ARE TWO POLICIES RELATED TO CONFLICTS OF INTEREST: 1) BOARD OF DIRECTORS; 2)KEY EMPLOYEES, WHICH IDENTIFY THE PURPOSE, DEFINITIONS, AND PROCEDURES. IF A CONFLICT IS SELF-IDENTIFIED BY A BOARD MEMBER OR KEY EMPLOYEE IN THE QUESTIONNAIRE AND/OR MEETING, PROCEDURES ARE FOLLOWED AND DOCUMENTED ACCORDING TO THE POLICY. FORM 990, PART VI, SECTION B, LINE 15 A COMPENSATION COMMITTEE OF THE PRS BOARD EXISTS TO DETERMINE COMPENSATION FOR THE EXECUTIVE DIRECTOR OF EACH RELATED COMMUNITY. THIS COMMITTEE IS COMPRISED OF THE OFFICERS OF THE PRS BOARD OF DIRECTORS. THE COMMITTEE HAS A CHARTER THAT OUTLINES ITS DUTIES AND RESPONSIBILITIES. IT ALSO HAS AGENDA ELEMENTS THAT DESCRIBE THE ACTIVITIES THAT THE COMMITTEE UNDERTAKES DURING THE YEAR. THE VP OF HUMAN RESOURCES PROVIDED SALARY STUDIES FROM THE FOLLOWING RESOURCES TO THE COMMITTEE RELATIVE TO EXECUTIVE DIRECTOR COMPENSATION: SALARY.COM, PAYSCALE.COM, 990 REVIEW (LIKE SIZE ORGANIZATIONS), CEMO (CHIEF EXECUTIVE OFFICERS OF MULTI-FACILITY ORGANIZATIONS) SALARY STUDY RESULTS, AND INDUSTRY STATE ASSOCIATION SALARY STUDY RESULTS BASED ON GEOGRAPHICAL LOCATION. THE RECOMMENDATION FOR BASE COMPENSATION AND BONUS ARE PROVIDED BY THE EXECUTIVE DIRECTOR'S DIRECT SUPERVISOR (COO OR VP OF OPERATIONS). FORM 990, PART VI, SECTION C, LINE 19 CORPORATE FINANCIAL DATA AND GOVERNANCE INFORMATION IS NOT PUBLIC INFORMATION, AND AS SUCH, IS RELEASED ONLY PURSUANT TO LEGAL REGULATION, COURT ORDER, OR OTHER APPLICABLE LAW, AND AS DIRECTED BY CORPORATE COUNSEL. FORM 990, PART VII, SECTION A: NOTE THAT LINDA GIVENS IS A LEASED EMPLOYEE OF HAVERLAND CARTER LIFESTYLE GROUP AND PERFORMS SERVICES ON BEHALF OF LA VIDA LLENA PURSUANT TO A MANAGEMENT SERVICES AGREEMENT BETWEEN LA VIDA LLENA AND HAVERLAND CARTER LIFESTYLE GROUP. UNDER THE MANAGEMENT SERVICES AGREEMENT, HER COMPENSATION IS REIMBURSED BY LA VIDA LLENA. COMPENSATION HAS BEEN REPORTED IN PART VII, SECTION A IN ORDER TO HIGHLIGHT AMOUNTS PAID BY LA VIDA LLENA., NOTWITHSTANDING THAT SHE IS AN EMPLOYEE OF HAVERLAND CARTER LIFESTYLE GROUP AND THEN OF PACIFIC RETRIREMENT SERVICES INC, POST AFFILLIATION. FORM 990, PART XII, LINE 2C: AS OF OCTOBER 1, 2023, THE AUTHORITY AND PROCESS FOR SELECTING THE FINANCIAL STATEMENT AUDITOR AND FOR OVERSEEING THE FINANCIAL STATEMENT AUDIT MOVED FROM HAVERLAND CARTER LIFESTYLE GROUP'S BOARD OF DIRECTORS TO PACIFIC RETIREMENT SERVICES' BOARD OF DIRECTORS. FORM 990, PART X, LINE 20: TAX-EXEMPT BONDS WERE ISSUED IN 2019 AND IN 2022 BY HAVERLAND CARTER LIFESTYLE GROUP, AND ALL ACTIVITY RELATED TO THOSE BOND ISSUANCES IS REPORTED ON HAVERLAND CARTER LIFESTYLE GROUP'S SCHEDULE K. 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