2024-11-06T07:16:23-06:00 2023-12-31 410746749 CLIFTONLARSONALLEN LLP 1966 GREENSPRING DRIVE SUITE 300 TIMONIUM MD 210934161 990 2023-01-01 520607956 ASBURY ATLANTIC INC ASBU 3012502100 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 ANDREW JEANNERET CFO 3012502100 2024-11-04 1 0 JOHN NORMAN P01506766 4104530900 2024-11-04 2023 2024-10-15 13:58:12Z DOUG LEIDIG 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 250109822 0 X WWW.ASBURYMETHODISTVILLAGE.ORG X 1945 MD EXPLORING POSSIBILITIES TO LIVE YOUR BEST LIFE BY DOING ALL THE GOOD WE CAN WITH INTEGRITY, TRANSPARENCY, AND GRACE. 5 1 0 320 0 0 8189035 13258053 170003328 178324472 272161 6640597 151978 163091 178616502 198386213 3036269 3495628 0 0 68777909 73380883 0 0 666604 108112978 106919785 179927156 183796296 -1310654 14589917 527202855 547451129 604153820 599147223 -76950965 -51696094 X OUR MISSION IS EXPLORING POSSIBILITIES TO LIVE YOUR BEST LIFE BY DOING ALL THE GOOD WE CAN WITH INTEGRITY, TRANSPARENCY, AND GRACE. 0 0 61735504 314677 88527415 RESIDENTIAL LIVING FACILITIES: OPERATION OF 1,676 RESIDENTIAL LIVING UNITS FOR THE AGED, PROVIDING 531,737 DAYS OF SERVICE IN 2023. $314,677 OF BENEVOLENT CARE AND $208,351 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTIAL LIVING RESIDENTS DURING 2023. ALSO PROVIDED HEALTH AND WELLNESS PROGRAMMING AND SERVICE TO RESIDENTS. 52977226 0 57209503 SKILLED NURSING FACILITIES:OPERATION OF 4 SKILLED NURSING FACILITIES (SNF'S) FOR THE AGED WITH 382 TOTAL BEDS PROVIDING 128,765 DAYS OF SERVICE IN 2023. $20,420,157 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTS OF THE SNF IN 2023. 22923539 3180950 32587554 ASSISTED LIVING FACILITIES: OPERATION OF 4 ASSISTED LIVING FACILITIES FOR THE AGED WITH 292 TOTAL SUITES PROVIDING 96,171 RESIDENT DAYS IN 2023. $3,180,950 OF BENEVOLENT CARE AND $1,958,325 CONTRACTUAL ALLOWANCES WERE PROVIDED TO THE ASSISTED LIVING RESIDENTS IN 2023. 137636269 1 1 0 1 0 0 1 0 0 1 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 5 1 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X ANDREW JEANNERET 3012502100 5285 WESTVIEW DRIVE FREDERICK MD 21703 TODD ANDREWS PRESIDENT/EX-OFFICIO 2.00 38.00 X X 0 415851 29993 JEFFREY ERNICO CHAIR 2.00 2.00 X X 0 15000 0 EFONDA SPROLES VICE CHAIR 2.00 2.00 X X 0 10000 0 RICHARD SHUMAN DIRECTOR 2.00 4.00 X 0 5600 0 BARBARA HARBISON DIRECTOR 2.00 0.00 X 0 0 0 ANDREW JEANNERET TREASURER 1.00 39.00 X 0 580617 36244 ANDREW JOSEPH SECRETARY 1.00 39.00 X 0 441003 29015 MICHELLE POTTER EXECUTIVE DIRECTOR (AMV) 40.00 0.00 X 0 293893 29198 BRIAN GRUNDUSKY EXECUTIVE DIRECTOR (SH) 40.00 0.00 X 0 253537 27252 KELLY FRIEDMAN EXECUTIVE DIRECTOR (AS) 40.00 0.00 X 0 242632 26999 AARON PRAETZEL EXECUTIVE DIRECTOR (BV) 40.00 0.00 X 0 156101 22183 JD SHUMAN FOUNDATION PRESIDENT/CEO 1.00 39.00 X 0 421053 23288 RACHEL KARISH ASSOCIATE EXECUTIVE DIRECT 40.00 0.00 X 0 211635 23536 JEANETTE LUKULAY NURSE, RN 40.00 0.00 X 0 190221 14986 SUSAN MAYERNICK EVP, FOUNDATION 40.00 0.00 X 0 240265 34057 SUSAN AVITAN SR DIRECTOR FOUNDATION 40.00 0.00 X 0 159965 15252 0 3637373 312003 64 0 1 0 0 10033732 3224321 13258053 NET RESIDENT REVENUE 623000 119514471 119514471 MEDICARE/MEDICAID PAYMENTS 623000 30047809 30047809 AMORTIZATION OF ENTRANCE FEES 623000 27294242 27294242 OTHER OPERATING REVENUE 623000 1467950 1467950 178324472 4534102 4534102 229699 66608 163091 163091 163091 49350869 4412627 51285256 371745 -1934387 4040882 2106495 2106495 198386213 178324472 0 6803688 3495628 3495628 60198698 49819701 9777010 601987 1714798 1378911 318739 17148 6720491 4799865 1920626 4746896 3989761 709666 47469 19003219 19003219 109745 109745 133737 133737 9783045 9540169 242876 589744 589744 4742133 2772544 1969589 3588311 61503 3526808 6451311 6451311 201155 122078 79077 10541645 10512556 29089 28499905 28401285 98620 1907837 1907837 REPAIRS & MAINTENANCE 6620666 6551851 68815 FOOD 6168813 6160657 8156 TAXES(PROPERTY & OTHER) 4266786 29087 4237699 MEDICAL SUPPLIES/PHARMA 2454157 2449829 4328 1857576 1099533 758043 183796296 137636269 45493423 666604 5090313 6669481 76228224 66972132 5134419 5509193 3913898 5005142 270268 249991 3319278 3496419 681889219 415512543 265173003 266376676 53408396 54407195 114665056 138764900 527202855 547451129 9032855 6435371 179500566 189273655 248179033 244989775 42552 35983 167398814 158412439 604153820 599147223 X -117359189 -94106275 40408224 42410181 -76950965 -51696094 527202855 547451129 X 14589917 9154573 1510381 X X 0 1 X 1 0 X 6369965 13001834 9801226 8189035 13258053 50620113 164912958 164996830 162155886 170003328 178324472 840393474 171282923 177998664 171957112 178192363 191582525 891013587 152911 9746 257803 17644 16639 454743 0 152911 9746 257803 17644 16639 454743 890558844 4004294 3507913 1968534 2565585 4763801 16810127 4004294 3507913 1968534 2565585 4763801 16810127 175287217 181506577 173925646 180757948 196346326 907823714 0.98100 0.98040 0.01850 0.01900 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 6851 6851 0 PART II-B, LINE 1: A PORTION OF ASBURY ATLANTIC'S DUES TO LEADINGAGE WERE USED FOR ADVOCACY ISSUES RELATED TO RESIDENTIAL AND HEALTHCARE SERVICES FOR THE AGED. X 1 0 0 1 X 35325230 1484601 36809831 33588400 1736830 35325230 29823225 3765175 33588400 30007751 -212739 29823225 29198674 837290 30007751 0.00000 1.00000 0.00000 0 1 1 19530377 19530377 453151373 297286701 155864672 145004737 67942565 77062172 63490389 50283277 13207112 712343 712343 266376676 INTEREST IN NET ASSETS OF FOUNDATION 35036729 DEFERRED MARKETING COSTS 352340 OTHER RECEIVABLE 951246 DUE FROM ACOMM 98808634 DEPOSITS AND OTHER ASSETS 35983 RIGHT OF USE ASSETS 1320421 VALUATION OF DERIVATIVE INSTRUMENTS 2259547 138764900 REFUNDABLE FEES 7387527 OBLIGATION-DEFERRED GIVING 191567 CONTINGENT REFUNDABLE ENTRANCE FEE 145811933 RESIDENT DEPOSITS 3730195 LEASES PAYABLE 1291217 158412439 X 205622147 9154573 -1985247 7169326 198452821 -66608 -66608 198386213 180367276 66608 66608 180300668 3495628 3495628 183796296 PART II, LINE 3: ASBURY ATLANTIC, INC. HAS A 15 ACRE FOREST CONSERVATION EASEMENT, LOCATED ON ITS ASBURY METHODIST VILLAGE CAMPUS, WITH THE CITY OF GAITHERSBURG, MD THAT PRESERVES TREES, TREE CANOPY AND FORESTS. ASBURY ATLANTIC, INC. DOES NOT REPORT CONSERVATION EASEMENTS IN ITS FINANCIAL STATEMENTS. THERE ARE NO REVENUES, EXPENSES OR ASSETS RELATED TO THIS CONSERVATION EASEMENT. PART IV, LINE 2B: ASBURY ATLANTIC, INC. HOLDS AND MANAGES RESIDENT TRUST FUND ACCOUNTS THAT ARE USED FOR PERSONAL ITEMS FOR THE RESIDENTS. ASBURY ATLANTIC, INC. IS ACTING IN A FIDUCIARY ROLE AND IS LIABLE FOR THE FUNDS IN THE RESIDENT TRUST FUND. PART V, LINE 4: THE PRIMARY INTENDED USE OF THE ENDOWMENT FUND IS TO SUPPORT BENEVOLENT CARE. PART X, LINE 2: ASBURY ATLANTIC IS EXEMPT FROM FEDERAL INCOME TAXES PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC); ACCORDINGLY, NO PROVISION FOR INCOME TAXES IS REQUIRED AS THERE ARE NO UNRELATED TRADES OR BUSINESSES. THE COMPANY HAS IMPLEMENTED PROCESSES TO ENSURE COMPLIANCE WITH THE IRC INTERMEDIATE SANCTIONS PROVISIONS FOR ALL ITS SUPPORTED ORGANIZATIONS, INCLUDING THE COMPANY. THIS INCLUDES AN INDEPENDENT REVIEW BY THE BOARD'S COMPENSATION COMMITTEE OF ALL COMPENSATION ARRANGEMENTS WITH DISQUALIFIED PERSONS AND OUTSIDE COMPENSATION CONSULTANTS TO PROVIDE INDEPENDENT THIRD-PARTY REVIEW AND ADVISEMENT, AND THE IMPLEMENTATION OF A DETAILED CONFLICT-OF-INTEREST POLICY AND ANNUAL DISCLOSURE PROCESS FOR ALL DISQUALIFIED PERSONS. THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION MUST BE RECOGNIZED ONLY IF IT IS MORE-LIKELY-THAN-NOT THAT THE TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFITS RECOGNIZED IN THE FINANCIAL STATEMENTS FROM SUCH A POSITION ARE MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE RESOLUTION. THE COMPANY'S REASSESSMENT OF ITS TAX POSITIONS DID NOT HAVE A MATERIAL IMPACT ON THE COMPANY'S RESULTS OF OPERATIONS OR FINANCIAL POSITION. THE COMPANY'S INCOME TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. THE COMPANY IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE ITS TAX-EXEMPT STATUS. PART XI, LINE 2D - OTHER ADJUSTMENTS: NET UNREALIZED GAINS ON CHANGE IN MARKET VALUE OF DERIVATIVE INSTRUMENTS -268,079. CHANGE IN VALUE OF OBLIGATIONS UNDER CHARITABLE GIFT ANNUITIES -33,424. BENEVOLENT CARE -3,495,628. CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF FOUNDATION 2,459,134. TRANSFERS TO ACOMM -647,250. PART XI, LINE 4B - OTHER ADJUSTMENTS: RENT EXPENSES -66,608. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 66,608. PART XII, LINE 4B - OTHER ADJUSTMENTS: BENEVOLENT CARE 3,495,628. 1 BENEVOLENT CARE FOR ASSISTED LIVING AND RESIDENTIAL LIVING RESIDENTS 71 3495628 PART I, LINE 2: ALL RESIDENTS SEEKING BENEVOLENT CARE FINANCIAL SUPPORT MUST COMPLETE AN APPLICATION WHICH SHALL BE REVIEWED IN ACCORDANCE WITH BENEVOLENT CARE POLICIES AND PROCEDURES, WHICH MAY BE REVISED FROM TIME TO TIME. BENEVOLENT CARE SUPPORT IS DEPENDENT UPON MEETING SPECIFIC REQUIREMENTS AND THE ORGANIZATION'S ABILITY TO PROVIDE FINANCIAL AID. DOCUMENTS RELATED TO BENEVOLENT CARE APPLICATION/REDETERMINATION AND ON-GOING MANAGEMENT WILL BE MAINTAINED ON-SITE UNTIL THE END OF THE CALENDAR YEAR IN WHICH THE RESIDENT IS NO LONGER RECEIVING ASSISTANCE FROM BENEVOLENT CARE. THEREAFTER THE RECORDS WILL BE MAINTAINED FOR FIVE (5) YEARS, EITHER ON-SITE OR IN STORAGE IN ACCORDANCE WITH THE RECORDS MANAGEMENT PROGRAM. X X X X X X 0 1 0 0 0 1 1 0 0 ANDREW JEANNERET TREASURER 0 392589 0 135322 0 52706 0 17730 0 18514 0 616861 0 50895 ANDREW JOSEPH SECRETARY 0 307669 0 84064 0 49270 0 12270 0 16745 0 470018 0 47781 TODD ANDREWS PRESIDENT/EX-OFFICIO 0 317742 0 97350 0 759 0 14466 0 15527 0 445844 0 0 JD SHUMAN FOUNDATION PRESIDENT/CEO 0 294459 0 90524 0 36070 0 7761 0 15527 0 444341 0 33888 MICHELLE POTTER EXECUTIVE DIRECTOR (AMV) 0 252803 0 39017 0 2073 0 12453 0 16745 0 323091 0 0 BRIAN GRUNDUSKY EXECUTIVE DIRECTOR (SH) 0 208374 0 44724 0 439 0 8738 0 18514 0 280789 0 0 SUSAN MAYERNICK EVP, FOUNDATION 0 184328 0 55692 0 245 0 7532 0 26525 0 274322 0 0 KELLY FRIEDMAN EXECUTIVE DIRECTOR (AS) 0 202223 0 38671 0 1738 0 10254 0 16745 0 269631 0 0 RACHEL KARISH ASSOCIATE EXECUTIVE DIRECT 0 193730 0 17731 0 174 0 8009 0 15527 0 235171 0 0 JEANETTE LUKULAY NURSE, RN 0 185485 0 560 0 4176 0 0 0 14986 0 205207 0 0 AARON PRAETZEL EXECUTIVE DIRECTOR (BV) 0 154885 0 0 0 1216 0 0 0 22183 0 178284 0 0 SUSAN AVITAN SR DIRECTOR FOUNDATION 0 139928 0 18681 0 1356 0 6801 0 8451 0 175217 0 0 PART I, LINE 3 THE COMPENSATION COMMITTEE ANNUALLY REVIEWS THE COMPENSATION OF ALL DISQUALIFIED PERSONS. TO SUPPORT ITS REVIEW, THE COMPENSATION COMMITTEE ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT AND UTILIZES INDUSTRY COMPARABLE COMPENSATION SURVEY DATA. PART I, LINE 4B THE TREASURER, SECRETARY, AND FOUNDATION PRESIDENT PARTICIPATE IN A 457(F) PLAN AND RECEIVED DISTRIBUTIONS OF $50,895, $47,781, AND $33,888, RESPECTIVLEY, IN 2023. THERE WERE NO OTHER PLAN DISTRIBUTIONS. PART I, LINE 6 THE EXECUTIVE DIRECTOR'S INCENTIVE COMPENSATION IS BASED IN PART UPON THE OPERATING RATIO FROM THE CONSOLIDATED ASBURY COMMUNITIES, INC. FINANCIAL STATEMENTS. THE OPERATING RATIO MEASURES WHETHER CURRENT YEAR CASH OPERATING REVENUES ARE SUFFICIENT TO COVER CURRENT YEAR OPERATING EXPENSES. FORM 990, PART VII, SECTION A THE ORGANIZATION DOES NOT ADMINISTER ANY W-2S. ALL W-2S ARE FILED UNDER THE EIN OF AFFILIATED ASSOCIATES, INC., A RELATED PARTY 501(C)(3) ORGANIZATION CREATED TO SUPPORT THE TAX EXEMPT FUNCTIONS OF ASBURY COMMUNITIES AND AFFILIATES BY ADMINISTERING PAYROLL FUNDS. THE COMPENSATION REPORTED ON PART VII AND PART IX REFLECTS THE COMPENSATION PAID BY ASBURY ATLANTIC, INC. FOR THOSE ASSOCIATES DIRECTLY ALLOCATED TO ASBURY ATLANTIC, INC. PURSUANT TO AN EMPLOYEE LEASE AGREEMENT. THE OFFICERS THAT HAVE COMPENSATION FROM RELATED ORGANIZATIONS REPORTED IN PART VII, SECTION A, COLUMN E OF THE FORM 990 PROVIDE EXECUTIVE MANAGEMENT SUPPORT AND OVERALL GUIDANCE TO ASBURY ATLANTIC, INC. AS WELL AS THE OTHER RELATED AND SUPPORTED ORGANIZATIONS OF ASBURY COMMUNITIES, INC. THERE ARE OVER 2,400 TOTAL EMPLOYEES IN THE ASBURY COMMUNITIES, INC. SYSTEM. THE 2023 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES IN EXCESS OF OF $308 MILLION AND TOTAL ASSETS IN EXCESS OF $662 MILLION. A CITY OF GAITHERSBURG (MD) 526000792 363128CUI 2018-10-01 105744965 CURRENT REFUNDING 0 0 0 B CITY OF GAITHERSBURG 526000792 NONEAVAIL 2019-11-08 16009000 CURRENT REFUNDING 0 0 0 C CUMBERLAND COUNTY MUNICIPAL AUTHORITY 236003119 230614PE3 2019-12-31 63444415 CURRENT REFUNDING 0 0 0 D CUMBERLAND COUNTY MUNICIPAL AUTHORITY 236003119 230614RK7 2021-10-04 48700468 CURRENT REFUNDING 0 0 0 A 18004965 105744965 8469375 624780 7508636 89142174 2018 1 0 1 1 B 12193000 16009000 5000000 11009000 2019 1 0 1 1 C 10359415 63444415 5284147 1155121 57005147 2019 1 0 1 1 D 3190468 48700468 832915 47867553 2021 1 0 1 1 A 0 1 1 1 0 0.00400 0.00000 0.00400 0 0 1 B 0 1 1 1 0 0.40000 0.00000 0.40000 0 0 1 C 0 1 1 0 0 0 0 1 D 0 0 0 0 0 0 1 A 0 1 0 1 0 0 0 0 1 B 0 0 0 1 1 1 TRUIST BANK 3.000000000000 0 0 0 0 1 C 0 1 0 0 0 0 0 0 0 D 0 1 0 0 1 0 TRUIST BANK 10.670000000000 0 0 0 0 0 A 1 B 1 C 1 D 1 SCHEDULE K, PART I, ROW B THE AMOUNT OF BONDS BENEFITING THIS ORGANIZATION IS $105,744,965.90 (OF WHICH $24,713,017.75 COUNTS AGAINST THE $150 MILLION TEST LIMITATION FOR NON-HOSPITAL BONDS). BONDS IN THE AMOUNT OF $33,005,000 ARE OUTSTANDING THAT BENEFIT THIS ORGANIZATION (OF WHICH $11,086,500 COUNTS AGAINST THE $150 MILLION LIMITATION FOR NON-HOSPITAL BONDS). THE ISSUANCE OF THE BONDS WAS APPROVED BY THE CITY COUNCIL OF THE CITY OF GAITHERSBURG ON AUGUST 6, 2018, FOLLOWING A PUBLIC HEARING HELD BY THE ISSUER ON AUGUST 6, 2018 AND BY THE COUNTY OF COMMISSIONERS OF CALVERT COUNTY ON JULY 24, 2018, FOLLOWING A PUBLIC HEARING BY THE COUNTY COMMISSIONERS OF CALVERT COUNTY ON JULY 24, 2018. SCHEDULE K, PART I, ROW C THE AMOUNT OF BONDS BENEFITTING THIS ORGANIZATION IS $16,009,000 (OF WHICH $6,275,130 COUNTS AGAINST THE $150 MILLION LIMITATION FOR NON-HOSPITAL BONDS). THE AMOUNT OF OTHER NON-HOSPITAL BONDS SUBJECT TO THE $150 MILLION LIMITATION IS $27,993,095. THE ISSUANCE OF THE BONDS WAS APPROVED BY THE CITY COUNCIL OF THE CITY OF GAITHERSBURG ON SEPTEMBER 16, 2019, FOLLOWING A PUBLIC HEARING HELD BY THE ISSUER ON SEPTEMBER 16, 2019 AND BY THE COUNTY COMMISSIONERS OF CALVERT COUNTY ON SEPTEMBER 17, 2019, FOLLOWING A PUBLIC HEARING HELD BY THE COUNTY COMMISSIONERS OF CALVERT COUNTY ON SEPTEMBER 17, 2019. SCHEDULE K, PART I, ROW D THE AMOUNT OF BONDS BENEFITTING THIS ORGANIZATION IS $63,444,415 (OF WHICH $3,280,077 COUNTS AS PART OF THE $150 MILLION LIMITATION FOR NON-HOSPITAL BONDS). THE AMOUNT OF OTHER NON-HOSPITAL BONDS SUBJECT TO THE $150 MILLION LIMITATION IS $30,988,148. THE ISSUANCE OF THE BONDS WAS APPROVED BY THE CUMBERLAND COUNTY MUNICIPAL AUTHORITY ON SEPTEMBER 5, 2019. NO TEFRA APPROVAL WAS NECESSARY PURSUANT TO SECTION 147(F)(2)(D) OF THE INTERNAL REVENUE CODE SINCE THE WEIGHTED AVERAGE MATURITY OF THE BONDS DID NOT EXCEED THE REMAINING WEIGHTED AVERAGE MATURITY OF THE BONDS BEING REFUNDED. A CUMBERLAND COUNTY MUNICIPAL AUTHORITY 236003119 NONEAVAIL 2022-07-26 18000000 CAPITAL IMPROVEMENTS 0 0 0 B CITY OF GAITHERSBURG MARYLAND 526000792 363128CY3 2022-05-18 37970099 CAPITAL IMPROVEMENTS 0 0 0 A 18000000 249504 9970397 7780099 0 0 0 1 B 37970099 750562 14356383 22863154 0 0 0 1 A 0 0 0 0 0 0 1 B 0 0 0 0 0 0 1 A 0 1 0 0 1 1 TRUIST BANK 14.500000000000 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 A 1 B 1 FORM 990, PART III, LINE 4 ASBURY ATLANTIC, INC., IS THE NOT-FOR-PROFIT OWNER AND OPERATOR OF ASBURY METHODIST VILLAGE (GAITHERSBURG, MD), ASBURY SOLOMONS (SOLOMONS, MD); BETHANY VILLAGE (MECHANICSBURG, PA), AND SPRINGHILL (ERIE, PA). ASBURY ATLANTIC IS THE LEGAL ENTITY RESPONSIBLE FOR PROVIDING SERVICES TO THE RESIDENTS OF THESE COMMUNITIES. ASBURY COMMUNITIES, INC., A NOT-FOR-PROFIT SUPPORTING ORGANIZATION OF A SYSTEM OF SENIOR LIVING AND HEALTH SERVICE PROVIDERS, IS THE SOLE MEMBER OF ASBURY ATLANTIC. THE ASBURY COMMUNITIES SYSTEM OF SENIOR LIVING AND HEALTH SERVICE PROVIDERS ORIGINATED WITH ASBURY METHODIST VILLAGE, WHICH WAS ORIGINALLY ESTABLISHED IN 1926 AS THE METHODIST HOME FOR ORPHANS AND THE AGED. ALTHOUGH NO LONGER FORMALLY AFFILIATED WITH THE UNITED METHODIST CHURCH, ASBURY COMMUNITIES REMAINS COMMITTED TO THE ETHICAL PRINCIPLES AND SPIRIT OF ITS HISTORICAL ROOTS. WE CARRY THOSE VALUES FORWARD IN OUR MISSION AND OUR GUIDING PRINCIPLE OF DOING ALL THE GOOD WE CAN WITH INTEGRITY, TRANSPARENCY, AND GRACE. THE PROVIDERS WITHIN ASBURY ATLANTIC, ARE COMMITTED TO FULFILLING ASBURY'S MISSION FOR THOSE WE SERVE AND TO BE A VALUED PARTNER IN THE REGIONS WHERE THEY OPERATE. EACH YEAR, OUR LEADERS AND ASSOCIATES WORK WITH SERVICE ORGANIZATIONS, HEALTH PROVIDERS AND FOUNDATIONS THAT ADDRESS THE NEEDS OF THE GREATER COMMUNITY. WE ACCOMPLISH THIS IN THREE PRIMARY WAYS: -PROVIDING A BENEVOLENT CARE PROGRAM FOR ELIGIBLE RESIDENTS WHO OUTLIVE THEIR RESOURCES THROUGH NO FAULT OF THEIR OWN (SEE BELOW, 2023 BENEVOLENT CARE); -PROVIDING UNREIMBURSED MEDICAL SERVICES ABOVE MEDICAID CONTRACTED PAYMENT RATES FOR RESIDENTS RECEIVING SERVICES AT ASBURY'S SKILLED NURSING CENTERS (SEE BELOW, 2023 UNREIMBURSED SERVICES); AND, -SUPPORTING AND PARTNERING WITH NUMEROUS CHARITABLE AND COMMUNITY ORGANIZATIONS AND PROVIDING INTERNSHIP AND PROFESSIONAL DEVELOPMENT OPPORTUNITIES FOR A WIDE RANGE EDUCATIONAL INSTITUTIONS AND AGING SERVICES AND HEALTH PROVIDERS, (SEE SECTION, COMMUNITY BENEFIT). IN ADDITION, BETHANY VILLAGE, WHICH IS PART OF ASBURY ATLANTIC, AND LOCATED IN MECHANICSBURG, PA, IS HOME TO BETHANY TOWERS, A HUD AFFORDABLE SENIOR HOUSING COMPLEX WITH 149 APARTMENTS, AND IN 2023, BETHANY VILLAGE PROVIDED FREE ACCESS FOR TOWER RESIDENTS TO ITS FITNESS CENTER, CLASSES, AND POOL. ASBURY FOUNDATION THE ASBURY FOUNDATION, A NOT-FOR-PROFIT ORGANIZATION, SECURES PHILANTHROPIC GIFTS TO SUPPORT AND ENHANCE QUALITY OF LIFE FOR OLDER ADULTS SERVED BY THE ASBURY SYSTEM, THROUGH BENEVOLENT CARE, NEW PROGRAMS AND SERVICES THAT PROMOTE RESIDENTS' WELL-BEING, AND SCHOLARSHIPS FOR ASBURY ASSOCIATES. ASBURY FOUNDATION HAS SECURED MORE THAN $500,000 IN SCHOLARSHIPS FUNDS, WITH MANY OF THOSE DOLLARS GOING TOWARD CAREER ADVANCEMENT IN THE NURSING AND HEALTHCARE FIELDS. SECTION I: BENEVOLENT CARE - 2023 BENEVOLENT CARE IS THE PAYMENT BY THE ORGANIZATION OF RESIDENTS' FEES, INCLUDING MONTHLY, AND ANCILLARY FEES, AND CERTAIN THIRD-PARTY EXPENSES, FOR RESIDENTS WHO HAVE EXHAUSTED THEIR ASSETS AND MEET ELIGIBILITY REQUIREMENTS FOR THE PROGRAM. BENEVOLENT CARE IS AT THE HEART OF ASBURY'S GUIDING PRINCIPLE TO DO ALL THE GOOD WE CAN WITH INTEGRITY, TRANSPARENCY, AND GRACE. IN 2023, MORE THAN $6.2 MILLION IN ANNUAL FUNDS AND UNRESTRICTED GIFTS WERE CONTRIBUTED TO HELP MEET IMMEDIATE BENEVOLENT CARE NEEDS FOR 88 COMMUNITY LIVING RESIDENTS: ASBURY METHODIST VILLAGE $1,986,699 ASBURY PLACE KINGSPORT $54,360 ASBURY PLACE MARYVILLE $32,945 ASBURY SOLOMONS $573,262 BETHANY VILLAGE $719,300 NORMANDIE RIDGE $465,135 RIVERWOODS $165,161 SPRINGHILL $216,366 TOTAL $4,213,228 SECTION II: UNREIMBURSED MEDICAL SERVICES UNREIMBURSED MEDICAL SERVICES ARE THE TOTAL COST AND EXPENSES INCURRED IN THE PROVISION OF CARE TO RESIDENTS OF ASBURY'S SKILLED NURSING CENTERS THAT EXCEED THE REIMBURSEMENT PROVIDED BY CERTAIN PAYOR SOURCES, INCLUDING MEDICAID (MEDICAL ASSISTANCE). ASBURY METHODIST VILLAGE $3,786,537 ASBURY PLACE KINGSPORT $0.00 ASBURY PLACE MARYVILLE $341,109 ASBURY SOLOMONS $581,797 BETHANY VILLAGE $628,342 NORMANDIE RIDGE $891,790 RIVERWOODS $2,753,293 SPRINGHILL $459,458 TOTAL $9,442,326 SECTION III: COMMUNITY BENEFIT AS A NOT-FOR-PROFIT ORGANIZATION, ASBURY ATLANTIC, IS COMMITTED TO PROVIDING BENEFIT TO THE REGIONS WHERE WE OPERATE BY PARTNERING WITH ORGANIZATIONS AND INSTITUTIONS THAT PROVIDE NEEDED SERVICES TO OTHERS OR ADDRESS UNMET NEEDS. EXAMPLES OF OUR COMMUNITIES' LOCAL PRESENCE ARE WIDE RANGING. SOME CATEGORIES INCLUDE: -TRAINING THE NEXT GENERATION OF CAREGIVERS AND AGING SERVICES PROFESSIONALS AND LEADERS THROUGH INTERNSHIPS AND PROFESSIONAL DEVELOPMENT PROGRAMS -FOSTERING ENVIRONMENTAL SUSTAINABILITY THROUGH ENERGY-USE REDUCTION PROGRAMS AND PROJECTS THAT HELP PROTECT THE CHESAPEAKE BAY AND LOCAL WATERSHEDS -SUPPORTING AT-RISK YOUTH AND FAMILIES THROUGH A MENTORING AND ADVOCACY PROGRAM WITH LOCAL GOVERNMENT AND SCHOOLS -SEEKING OPPORTUNITIES TO TAKE OUR SERVICES TO AT-RISK SENIORS WHO DO NOT LIVE AT OUR COMMUNITIES THROUGH GRANTS AND PARTNERSHIPS WITH PEER ORGANIZATIONS -PROVIDING MEALS ON WHEELS MEALS AND PROGRAM MANAGEMENT, AS WELL AS VOLUNTEERING FOR MEAL DELIVERY -DONATING SPACE AT OUR COMMUNITIES FOR LOCAL CIVIC ORGANIZATIONS -DONATING DURABLE MEDICAL EQUIPMENT OR OTHER SUPPLIES AND FOOD AND OTHER ITEMS THAT SUPPORT UNDERSERVED PEOPLE -FUNDRAISING FOR AGING-RELATED ORGANIZATIONS SUCH AS ALZHEIMER'S ASSOCIATION AS WELL AS LOCAL CHARITABLE ORGANIZATIONS SUCH AS HOMELESS SHELTERS AND FOOD KITCHENS -PROVIDING EDUCATIONAL PRESENTATIONS ON TOPICS BENEFICIAL TO SENIORS AND FAMILY MEMBERS -PROVIDING PEER-TO-PEER PRESENTATIONS ON INNOVATIONS IN SENIOR WELLNESS AND TECHNOLOGY FORM 990, PART VI, SECTION A, LINE 1A THE CORPORATION MAY HAVE AN EXECUTIVE COMMITTEE AS SET FORTH HEREIN. THE CHAIR OF THE BOARD OF DIRECTORS SHALL SERVE AS CHAIXECUTIVE COMMITTEE AND MAY APPOINT TWO (2) ADDITIONAL DIRECTORS TO SERVE ON THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE MAY ACT IN PLACE OF THE BOARD WHEN THERE IS BUSINESS OF THE CORPORATION TO BE TRANSACTED BETWEEN REGULAR MEETINGS AND CONVENING A SPECIAL MEETING WAS DEEMED BY THE CHAIR TO NOT BE NECESSARY OR POSSIBLE. THE FULL BOARD WILL BE NOTIFIED WITHIN FIFTEEN (15) DAYS OF ANY ACTIONS OF THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE WILL HAVE NO POWER TO TAKE ACTION THAT IS RESTRICTED BY APPLICABLE LAW. FORM 990, PART VI, SECTION A, LINE 6 ASBURY ATLANTIC HAS ONE MEMBER. THE SOLE MEMBER IS ASBURY COMMUNITIES, INC. FORM 990, PART VI, SECTION A, LINE 7A ASBURY COMMUNITIES, INC IS THE SOLE MEMBER OF ASBURY ATLANTIC AND ELECTS THE GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B ONLY CERTAIN DECISIONS OF THE GOVERNING BODY ARE SUBJECT TO ASBURY COMMUNITY INC'S APPROVAL. THESE DECISIONS INCLUDE: (1) MANAGEMENT SERVICES RELATIONSHIPS AND CONTRACTS; (2) ANY ORGANIZATIONAL CHANGE IN GENERAL, INCLUDING MERGERS, SALES, LEASES, ETC, OF SUBSTANTIALLY ALL OF THE ASSETS AND THE CREATION OF NEW ENTITIES; (3) AMENDMENTS TO MISSION OR VISION STATEMENTS; (4) AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS; (5) APPROVAL OF THE BUDGET OF THE CORPORATION, BOTH OPERATING AND CAPITAL; (6) AUTHORITY AND RESPONSIBILITY TO APPROVE ANY PROPOSED PROJECT FOR THE DEVELOPMENT OF A NEW PRODUCT AND/OR FACILITY BY THE CORPORATION; (7) AUTHORITY TO APPROVE EACH INCURRENCE OF INDEBTEDNESS OF THE CORPORATION WITH A REPAYMENT TERM THAT IS IN EXCESS OF FIVE (5) YEARS AND IS SECURED BY THE ASSETS OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B ASBURY COMMUNITIES, INC., THE SOLE MEMBER OF ASBURY ATLANTIC, INC., DELEGATES REVIEW OF THE FORM 990 TO ITS AUDIT, FINANCE, AND INVESTMENT COMMITTEE (AFIC) WHICH PERFORMED ITS REVIEW ON 10/23/24. ADDITIONALLY, THE ASBURY COMMUNITIES, INC. AND ASBURY ATLANTIC, INC. BOARD OF DIRECTORS WERE FORWARDED A COPY OF THE DRAFT 990 FOR REVIEW AND WERE PROVIDED A LINK TO A RECORDING OF THE AFIC MEETING IF MEMBERS CHOSE TO LISTEN TO THE MEETINGS AS THEY REVIEWED ANY OF THE FORM 990S. ALL DIRECTORS MAY POSE QUESTIONS OR ASK FOR CLARIFICATION FROM STAFF AND THE AFIC. FORM 990, PART VI, SECTION B, LINE 12C THE ASBURY COMMUNITIES CONFLICT OF INTEREST POLICY WAS APPROVED BY THE BOARD OF DIRECTORS. THE COMPLIANCE OFFICER IS RESPONSIBLE FOR THE POLICY AND OVERSEES THE IMPLEMENTATION OF THE PROCESS. ALL THE ENTITIES WITHIN THE ASBURY COMMUNITIES SYSTEM ARE SUBJECT TO THE POLICY. ANNUALLY, THE COMPLIANCE OFFICER CONDUCTS A COMPREHENSIVE CONFLICT DISCLOSURE PROCESS COVERING ALL MEMBERS OF THE GOVERNING BOARDS, SYSTEM-WIDE COMMITTEES, AND INDIVIDUALS IN KEY MANAGEMENT POSITIONS. EACH PERSON COMPLETES A CONFLICT OF INTEREST DISCLOSURE FORM AND IS ADVISED OF THEIR FIDUCIARY OBLIGATIONS. THE COMPLIANCE OFFICER, WHO HAS A DIRECT REPORTING LINE TO THE CHAIR OF THE GOVERNANCE AND NOMINATIONS COMMITTEE AND REPORTS QUARTERLY TO THE GOVERNANCE AND NOMINATIONS COMMITTEE, ANALYZES ALL DISCLOSURE FORMS FOR POTENTIAL CONFLICTS, AND PREPARES A REPORT FOR THE SYSTEM-WIDE GOVERNANCE AND NOMINATIONS COMMITTEE. A REPORT WAS MADE TO THE BOARD THAT THERE WERE NO CONFLICTS DURING 2023. WHEN AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ARISES INVOLVING A BOARD OR COMMITTEE MEMBER, THE GOVERNANCE AND NOMINATIONS COMMITTEE IS INFORMED AND WILL FOLLOW SPECIFIC PROTOCOL OUTLINED IN THE CONFLICT OF INTEREST POLICIES AND PROCEDURES. FORM 990, PART VI, SECTION B, LINE 15 ON AN ANNUAL BASIS, THE COMPENSATION COMMITTEE RELIES ON STAFF FEEDBACK AND THE DATA AND RECOMMENDATIONS PROVIDED BY AN EXTERNAL COMPENSATION CONSULTANT TO ASCERTAIN THE REASONABLENESS OF COMPENSATION AND BENEFITS OF ALL OF THE DIRECT REPORTS OF THE CEO AND OTHER POTENTIALLY DISQUALIFIED PERSONS. IN ADDITION, THE COMPENSATION COMMITTEE REVIEWS THE ORGANIZATION'S PROGRESS TOWARDS KEY PERFORMANCE INDICATORS SELECTED FOR INCENTIVIZING PERFORMANCE OF DISQUALIFIED PERSONS THROUGH A PERFORMANCE BASED-COMPENSATION PROGRAM. QUARTERLY, THE COMPENSATION COMMITTEE REVIEWS UPDATES TO THE OVERALL BENEFITS AND COMPENSATION PLAN FOR THE ORGANIZATION AS WELL AS PROGRESS ON THE ORGANIZATION'S STRATEGIC GOALS. THE COMPENSATION COMMITTEE CHARTER, THE EXECUTIVE COMPENSATION PHILOSOPHY, AND THE EXECUTIVE INCENTIVE PLAN WERE REVIEWED MOST RECENTLY IN 2023. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: NET UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVE INSTRUMENTS -268,079. CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF FOUNDATION 2,459,134. TRANSFER TO ACOMM -647,250. CHANGE IN VALUE OF OBLIGATIONS UNDER CHARITABLE GIFT ANNUITIES -33,424. FORM 990, PART XII, LINE 2C THERE HAS BEEN NO CHANGE IN OVERSIGHT PROCESS FROM THE PRIOR YEAR. 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