2018-01-17T17:16:04-06:00 2017-06-30 560747981 DIXON HUGHES GOODMAN LLP 901 EAST CARY STREET SUITE 1000 RICHMOND VA 23219 990 2016-07-01 454983293 FRIENDSHIP HEALTH AND REHAB CENTER SOUTH FRIE 5402652177 367 HERSHBERGER RD NW ROANOKE VA 24012 C MICHAEL SHANNON CFO & SECRETARY 5402652177 2018-01-12 1 CHRISTOPHER T BENNETT P01232201 8042827636 2016 2022-09-23 18:48:47Z C MICHAEL SHANNON 367 HERSHBERGER RD NW ROANOKE VA 24012 11602368 0 X WWW.FRIENDSHIP.US X 2012 VA PROVIDE QUALITY RESIDENTIAL AND CLINICAL SERVICES TO OUR RESIDENTS AND COMMUNITY THROUGH THE PROVISION OF APPROPRIATELY LICENSED HOUSING ACCOMMODATIONS, RECREATIONAL ACTIVITIES, ASSISTANCE IN DAILY LIVING, REHABILITATIVE SERVICES, AND EXTENDED TERM NURSING CARE. 11 11 198 30 0 0 0 0 500766 11590184 0 208 0 11976 500766 11602368 0 0 0 0 512851 6867257 0 0 0 985795 5510835 1498646 12378092 -997880 -775724 20242212 20453287 21479474 22466273 -1237262 -2012986 X OUR MISSION IS TO PROVIDE QUALITY RESIDENTIAL AND CLINICAL SERVICES TO OUR RESIDENTS AND COMMUNITY THROUGH THE PROVISION OF APPROPRIATELY LICENSED HOUSING ACCOMMODATIONS, RECREATIONAL ACTIVITIES, ASSISTANCE IN DAILY LIVING, REHABILITATIVE SERVICES, AND EXTENDED TERM NURSING CARE. CENTRAL TO THIS MISSION IS THE COMMITTMENT TO SUPPORT OUR COMMUNITY BY PROVIDING CARE AND SERVICES TO INDIVIDUALS OF VARYING FINANCIAL MEANS. 0 0 10752246 11590184 FRIENDSHIP HEALTH AND REHAB CENTER SOUTH OPERATED A 120 BED SKILLED NURSING FACILITY WITH A 86.84% AVERAGE OCCUPANCY RATE. THE FACILITY HAD TOTAL CENSUS DAYS FOR ALL RESIDENTS OF 30,304 AND SERVED RESIDENTS WITH A VARIETY OF FINANCIAL RESOURCES. THE FACILITY PROVIDED SKILLED AND LONG TERM CARE. THE SERVICES INCLUDE NURSING, PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY, DISCHARGE PLANNING, DIETARY ENVIRONMENTAL LAUNDRY, AND A WIDE RANGE OF ACTIVITIES. THE FACILITY HAS ALSO DEVELOPED A SPECIALTY IN WOUND CARE. THE CORPORATION HAS A THERAPY DEPARTMENT THAT PROVIDES PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY SERVICES ON AN INPATIENT BASIS TO THE RESIDENTS. 10752246 1 0 0 1 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 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 X 12 0 1 198 1 0 0 0 0 0 0 0 0 0 0 X 11 11 0 1 0 0 1 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X VALLEY MANAGEMENT 5402652177 367 HERSHBERGER RD NW ROANOKE VA 24012 X EDWIN FEINOUR CHAIRMAN 0.00 12.00 X X 0 58000 0 GLEN COMBS VICE CHAIRMAN 0.00 2.50 X X 0 45150 0 LUCIAN GROVE JR DIRECTOR 0.00 3.00 X 0 37100 0 CYNDA JOHNSON DIRECTOR 0.00 2.00 X 0 30000 0 MARK HAGY DIRECTOR 0.00 1.00 X 0 30000 0 CHRISTOPHER BAKER DIRECTOR 0.00 2.50 X 0 30000 0 ROBERT LAWSON DIRECTOR 0.00 3.00 X 0 41100 0 KATHRYN OELSCHLAGER DIRECTOR 0.00 4.00 X 0 39325 0 ROBERT SANDEL DIRECTOR 0.00 4.00 X 0 41100 0 EDGAR BAKER DIRECTOR 0.00 2.70 X 0 37100 0 CALVIN LILLY DIRECTOR 0.00 1.75 X 0 30000 0 BARBARA JOHNSON VICE PRESIDENT 0.00 40.00 X 0 147208 3392 RUSSELL BARKSDALE PRESIDENT & CEO 0.00 40.00 X 0 495737 39521 C MICHAEL SHANNON CFO & SECRETARY 0.00 40.00 X 0 298304 13015 JASON INGRAM ADMINISTRATOR 0.00 40.00 X 0 188347 2208 JESSICA WALTERS ADMINISTRATOR 0.00 40.00 X 0 119334 22519 DOUG DENSMORE FORMER DIRECTOR 0.00 0.00 X 0 22500 0 JOHN WILLIAMSON III FORMER DIRECTOR 0.00 0.00 X 0 42375 0 JOSEPH VIPPERMAN FORMER DIRECTOR 0.00 0.00 X 0 15000 0 0 1747680 80655 0 1 1 0 TURNER LONG CONSTRUCTION 1807 MURRY RD SUITE G ROANOKE VA 24018 CONSTRUCTION 232586 IES COMMERCIAL INC 1807 MURRY RD SUITE G ROANOKE VA 24018 CONSTRUCTION 146097 MOORE'S ELECTRICAL & MECHANICAL 1807 MURRY RD SUITE G ROANOKE VA 24018 ELECTRICAL/MECHANICAL 139708 3 ROOM & BOARD 623000 11306346 11306346 PT/OT/ST 623000 218149 218149 NURSING SUPPLIES 623000 30693 30693 MEALS-CASH 623000 13012 13012 BEAUTY SHOP 623000 10276 10276 11708 11708 11590184 208 208 11976 0 11976 11976 11976 11602368 11590184 0 12184 5179061 5018463 160598 59114 57281 1833 1418940 1397696 21244 210142 203626 6516 1330974 1330974 34778 34778 121673 121673 906222 893964 12258 35755 35755 680623 680623 5235 4778 457 411351 411351 691244 691244 112917 112917 PURCHASED SERVICES 911601 890168 21433 TAXES 166770 166770 BAD DEBT EXPENSE 93744 93744 TRANSPORTATION 7948 7948 12378092 10752246 1625846 0 404507 1196291 25811 54190 18764 32875 20268283 1117223 19793130 19151060 0 18871 20242212 20453287 1342803 886137 18374771 18674430 60 9828 1761840 2895878 21479474 22466273 X -1237262 -2012986 -1237262 -2012986 20242212 20453287 -775724 0 X X 0 1 X 1 0 X 500766 11590184 12090950 500766 11590184 12090950 0 0 0 12090950 12184 12184 12184 12184 500766 11602368 12103134 X 0 0 0 0 0 0 0 0 1 1074 1074 0 PART II-B, LINE 1: FRIENDSHIP HEALTH AND REHAB CENTER SOUTH, ATTEMPTS TO INFLUENCE LEGISLATION THROUGH MEMBERSHIP IN THE VIRGINIA HEALTH CARE ASSOCIATION WHO LOBBIES ON OUR BEHALF. THE AMOUNT ON PART II-B, LN 1I IS THE AMOUNT ALLOCATED TO LOBBYING BY THE VIRGINIA HEALTH CARE ASSOCIATION OF FEES PAID BY ITS MEMBERS TO THE ORGANIZATION. 0 1 X 2040207 2040207 14553390 527727 14025663 1767096 127750 1639346 1907590 461746 1445844 19151060 DUE TO AFFILIATES 1990312 CASH DEFICIT 905566 2895878 X 11602368 0 11602368 0 11602368 12378092 0 12378092 0 12378092 PART IV, LINE 2B: FUNDS MAINTAINED BY ORGANIZATION FOR RESIDENTS IN ACCORDANCE WITH REGULATIONS. PART X, LINE 2: FRIENDSHIP HEALTH AND REHAB CENTER SOUTH IS A NOT-FOR-PROFIT COMPANY UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND IS NOT GENERALLY SUBJECT TO INCOME TAXES UNDER PRESENT TAX LAWS. FRIENDSHIP HEALTH AND REHAB CENTER SOUTH HAS DETERMINED IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS AS OF JUNE 30, 2017. X X X X X X 0 1 0 0 0 1 1 0 0 BARBARA JOHNSON VICE PRESIDENT 0 147158 0 0 0 50 0 1156 0 2236 0 150600 0 0 RUSSELL BARKSDALE PRESIDENT & CEO 0 369206 0 108800 0 17731 0 10957 0 28564 0 535258 0 0 C MICHAEL SHANNON CFO & SECRETARY 0 240363 0 49566 0 8375 0 5649 0 7366 0 311319 0 0 JASON INGRAM ADMINISTRATOR 0 164180 0 23912 0 255 0 1311 0 897 0 190555 0 0 DOUG DENSMORE FORMER DIRECTOR 0 22500 0 0 0 0 0 0 0 0 0 22500 0 0 JOHN WILLIAMSON III FORMER DIRECTOR 0 42375 0 0 0 0 0 0 0 0 0 42375 0 0 JOSEPH VIPPERMAN FORMER DIRECTOR 0 15000 0 0 0 0 0 0 0 0 0 15000 0 0 PART I, LINE 4B C. MICHAEL SHANNON RECEIVED $7,980 FOR A NON-QUALIFIED RETIREMENT PROGRAM. RUSSELL BARKSDALE RECEIVED $13,059 FOR A NON-QUALIFIED RETIREMENT PROGRAM. THE PROGRAM IS AN EXECUTIVE INVESTMENT TRUST PLAN FOR HIGHLY COMPENSATED AND MANAGEMENT EMPLOYEES. EACH PRESENT AND FUTURE EMPLOYEE OF THE COMPANY AND ITS SUBSIDIARIES WHOM THE COMMITTEE (THE EMPLOYMENT COMPENSATION COMMITTEE OF THE BOARD) DETERMINES TO BE AN ELIGIBLE EMPLOYEE SHALL BE ELIGIBLE TO RECEIVE AN AWARD UNDER THE PLAN. THE EMPLOYEE MUST BE A FULL-TIME ACTIVE PARTICIPANT TO RECEIVE AN AWARD. PART I, LINE 6 THE INDIVIDUALS RECEIVED VARIABLE COMPENSATION PAYMENTS BASED ON A PERFORMANCE SCORECARD AS OUTLINED BELOW. IN TURN, THE SCORECARD MEASURES ARE BASED ON A NUMBER OF MEASURES IN THE CATEGORIES OF FINANCIAL PERFORMANCE, QUALITY PERFORMANCE, INNOVATION AND GROWTH FOR THE AFFILIATED CORPORATIONS. C. MICHAEL SHANNON, CFO AND SECRETARY, RECEIVED $49,566 RUSSELL BARKSDALE, CEO, RECEIVED $108,800 JESSICA WALTERS, ADMINISTRATOR, RECEIVED $3,000 JASON INGRAM, ADMINISTRATOR, RECEIVED $23,912 A VIRGINIA SMALL BUSINESS FINANCING AUTHORITY 2014-07-01 19649522 CONSTRUCTION OF 120 BED SKILLED NURSING FACILITY 0 0 0 A 690820 19649522 71593 321892 19256037 0 0 1 1 A 0 0 1 1 0 0 0 0 A 0 1 0 0 1 1 BB&T 7.000000000000 0 0 0 0 0 A 1 990 SCH K, PART I, LINE A(F) THE PROCEEDS FOR THE OBLIGATION ARE USED TO REIMBURSE FRIENDSHIP FOUNDATION FOR COSTS INCURRED IN FUNDING THE CONSTRUCTION OF A 120 BED SKILLED NURSING FACILITY (FRIENDSHIP HEALTH AND REHAB SOUTH). FORM 990, PART V, LINE 2B: FRIENDSHIP HEALTH AND REHAB CTR., INC., EIN 23-7126857, IS THE PAYMASTER FOR TEN RELATED CORPORATIONS WHICH HAVE EMPLOYEES. THIS CORPORATION PAYS ALL EMPLOYEES AND PREPARES AND FILES ALL REQUIRED FEDERAL PAYROLL RETURNS. FRIENDSHIP HEALTH AND REHAB CENTER SOUTH IS ONE OF THEM AND HAD 198 EMPLOYEES DURING THE YEAR. EACH CORPORATION AND ITS EMPLOYEES ARE AS FOLLOWS: FRIENDSHIP HEALTH AND REHAB CENTER, INC. 564 EMPLOYEES FRIENDSHIP APARTMENT VILLAGE CORP. 32 EASTWOOD ASSISTED LIVING, INC. 80 PROFESSIONAL HEALTH CARE SERVICES, INC. 73 FRIENDSHIP PHARMACY, INC. 22 VALLEY MANAGEMENT CO., INC. 33 LTC SERVICES, INC. 36 FRIENDSHIP OUTPATIENT & WELLNESS SERVICES, INC. 22 FRIENDSHIP FOUNDATION 24 FRIENDSHIP HEALTH AND REHAB CENTER SOUTH 198 TOTAL 1,084 FORM 990, PART VI, SECTION A, LINE 3 THE CORPORATION PAYS MANAGEMENT FEES TO FRIENDSHIP FOUNDATION AND VALLEY MANAGEMENT CO., INC. TO PROVIDE MANAGEMENT OF ALL ASPECTS OF THE OPERATION, INCLUDING, BUT NOT LIMITED TO HUMAN RESOURCE SERVICES, ACCOUNTING, BILLING, COLLECTIONS, PAYROLL, AND GENERAL ADMINISTRATION. VALLEY MANAGEMENT IS RESPONSIBLE FOR COORDINATING THE PREPARATION OF MONTHLY FINANCIAL STATEMENTS, MAINTAINING AND MANAGING BANK ACCOUNTS AND WORKING CAPITAL. FRIENDSHIP FOUNDATION AND VALLEY MANAGEMENT ARE ALSO RESPONSIBLE FOR APPLYING FOR, OBTAINING, AND MAINTAINING ALL NECESSARY LICENSES, PERMITS, CONSENTS, AND APPROVALS FROM ALL GOVERNMENTAL AGENCIES WNICH HAVE JURISDICTION OVER THE OPERATION OF THE ORGANIZATION. THE TWO COMPANIES AGREE TO OPERATE AND MAINTAIN THE ORGANIZATION IN COMPLIANCE WITH THE REQUIREMENTS OF ANY STATUTE, ORDINANCE, LAW, RULE, REGULATION OR ORDER OF ANY GOVERNMENTAL OR REGULATORY BODY HAVING JURISDICTION OVER THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION HAS ONE MEMBER, FRIENDSHIP FOUNDATION. FORM 990, PART VI, SECTION B, LINE 11B AN INDEPENDENT ACCOUNTING FIRM PREPARES THE FORM 990 AND FORWARDS IT TO THE CFO AND CEO FOR REVIEW. THE CFO AND CEO RETURN THE FORM 990 TO THE CPA TO RESOLVE QUESTIONS AND MAKE CHANGES. THE FORM 990 GOES BACK TO THE CFO AND CEO TO ENSURE QUESTIONS AND CHANGES HAVE BEEN MADE. A COPY OF THE FORM 990 IS THEN PROVIDED TO EACH BOARD MEMBER BY THE CFO APPROXIMATELY 2 WEEKS PRIOR TO THE DUE DATE. THEY ARE GIVEN 1 WEEK TO REVIEW AND FORWARD QUESTIONS TO THE CFO. REVIEW QUESTIONS ARE RESOLVED AND THE FORM 990 IS FILED. FORM 990, PART VI, SECTION B, LINE 12C THE POLICY IS INCLUDED IN BOTH THE EMPLOYEE HANDBOOK AND THE CODE OF CONDUCT, WHICH IS ISSUED TO AND DISCUSSED WITH EACH EMPLOYEE AND BOARD MEMBER. AN ANNUAL LETTER AFFIRMING THE POLICY AND ASKING FOR WRITTEN DECLARATIONS OF ANY POTENTIAL CONFLICTS IS SENT TO ALL BOARD MEMBERS AND APPROXIAMTELY 20% OF EMPLOYEES (ALL MANAGERS, BUSINESS OFFICE STAFF, PURCHASING DEPARTMENT STAFF, HUMAN RESOURCES STAFF, ETC). RESPONSES ARE REVIEWED BY THE CORPORATE COMPLIANCE OFFICER, REPORTED TO THE BOARD, AND ACTED UPON AS NEEDED. ALSO, THE CORPORATION IS AWARE OF THE BUSINESS AFFILIATIONS OF OFFICERS AND DIRECTORS AND ENSURES THAT EACH IS AWARE OF THE AFFILIATIONS. WHENEVER DISCUSSIONS OCCUR IN WHICH A CONFLICT EXISTS, THE INDIVIDUAL RECUSES HIM/HERSELF FROM THE PROCEEDINGS SO THE OTHER MEMBERS CAN DISCUSS THE MATTER FREELY. EACH YEAR AT ITS CORPORATE GOVERNANCE COMMITTEE MEETING AND ANNUAL BOARD MEETING A REPORT IS MADE TO THE BOARD OF DIRECTORS DESCRIBING THE BUSINESS AFFILIATIONS AND ANY BUSINESS TRANSACTIONS THAT OCCURRED DURING THE YEAR BETWEEN THE CORPORATION AND THE EXTERNAL BUSINESSES IN WHICH THE DIRECTORS OR OFFICERS ARE INVOLVED. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION COMMITTEE OF THE BOARD ROUTINELY ENGAGES AN EXTERNAL CONSULTANT TO REVIEW BENCHMARK COMPENSATION DATA FOR THE CEO AND OTHER KEY MANAGEMENT POSITIONS. A NUMBER OF NATIONALLY RECOGNIZED SALARY SURVEYS ARE UTILIZED AS PART OF THIS PROCESS AND THE CONSULTANT'S WRITTEN REPORT IS RECEIVED BY THE COMPENSATION COMMITTEE AND THE FULL BOARD. ANNUALLY, THE COMPENSATION COMMITTEE REVIEWS THE COMPENSATION FOR EACH MEMBER OF THIS GROUP UTILIZING THE BENCHMARK DATA AND ANY ADJUSTMENTS IN COMPENSATION ARE RECOMMENDED FROM THE COMPENSATION COMMITTEE TO THE FULL BOARD FOR CONSIDERATION AND APPROVAL. FORM 990, PART VI, SECTION C, LINE 19 UPON REQUEST, THE COMPANY WILL PROVIDE COPIES OF GOVERNING DOCUMENTS, POLICIES, FINANCIAL STATEMENTS, AND FORM 990'S TO PERSONS ASKING FOR THE DOCUMENTS. FORM 990, PART VII: THE ORGANIZATION SHARES BOARD MEMBERS AND OFFICERS WITH RELATED ORGANIZATIONS. THE AVERAGE HOURS A WEEK THAT EACH INDIVIDUAL SPENDS WITH EACH ORGANIZATION IS AS FOLLOWS: VALLEY MANAGEMENT CO., INC.: CALVIN LILLY .67 EDWIN R. FEINOUR 4.57 EDGAR K. BAKER 1.03 GLEN COMBS .95 LUCIAN GROVE, JR. 1.14 ROBERT LAWSON 1.14 ROBERT SANDEL 1.52 CYNDA JOHNSON .76 KATHRYN OELSCHLAGER 1.52 CHRISTOPHER BAKER .95 MARK HAGY .38 BARBARA JOHNSON 40.00 RUSSELL BARKSDALE 40.00 MIKE SHANNON 40.00 FRIENDSHIP FOUNDATION: CALVIN LILLY 1.08 EDWIN R. FEINOUR 7.43 EDGAR K. BAKER 1.67 GLEN COMBS 1.55 LUCIAN GROVE, JR. 1.86 ROBERT LAWSON 1.86 ROBERT SANDEL 2.48 CYNDA JOHNSON 1.24 KATHRYN OELSCHLAGER 2.48 CHRISTOPHER BAKER 1.55 MARK HAGY .62 FORM 990, PART VII: DOUG DENSMORE, JOHN WILLIAMSON III, AND JOE VIPPERMAN ARE FORMER DIRECTORS. THEY COMPLETED THEIR TERM WITHIN THE PRIOR FISCAL YEAR BUT RECEIVED COMPENSATION DURING THE CALENDAR YEAR REPORTABLE ON THIS 990. FORM 990, PART XII, LINE 2: THE CORPORATION PARTICIPATES IN A CONSOLIDATED AUDIT WITH AFFILIATED COMPANIES REPORTED ON SCHEDULE R. WHEN FINISHED THE AUDITED STATEMENTS ARE PRESENTED TO THE FINANCE COMMITTEE AND THE BOARD OF DIRECTORS BY THE EXTERNAL AUDITORS. FORM 990, PART XII, LINE 2C: THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. FRIENDSHIP HEALTH AND REHAB CENTER INC 367 HERSHBERGER RD NW ROANOKE VA 24012 237126857 LONG TERM NURSING CARE VA 501 (C) (3) LINE 10 FRIENDSHIP FOUNDATION 1 FRIENDSHIP FOUNDATION 367 HERSHBERGER RD NW ROANOKE VA 24012 541427948 CONTROLLING ORGANIZATION, MANAGEMENT SERVICES VA 501 (C) (3) LINE 12C, III-FI 1 FRIENDSHIP APARTMENT VILLAGE CORP 367 HERSHBERGER RD NW ROANOKE VA 24012 540847686 INDEPENDENT LIVING HOUSING VA 501 (C) (3) LINE 10 FRIENDSHIP FOUNDATION 1 EASTWOOD ASSISTED LIVING INC 367 HERSHBERGER RD NW ROANOKE VA 24012 540738784 ASSISTED LIVING FACILITY VA 501 (C) (3) LINE 10 FRIENDSHIP FOUNDATION 1 FRIENDSHIP OUTPATIENT & WELLNESS SERVICES INC 367 HERSHBERGER RD NW ROANOKE VA 24012 260152373 OUTPATIENT THERAPY SERVICES VA 501 (C) (3) LINE 10 FRIENDSHIP FOUNDATION 1 FRIENDSHIP PROPERTIES INC 367 HERSHBERGER RD NW ROANOKE VA 24012 541262492 LEASING COMPANY VA N/A C 0 PROFESSIONAL HEALTH CARE SERVICES INC 367 HERSHBERGER RD NW ROANOKE VA 24012 541421581 HOME CARE SERVICES VA N/A C 0 FRIENDSHIP PHARMACY INC 367 HERSHBERGER RD NW ROANOKE VA 24012 541461437 PHARMACY SERVICES VA N/A C 0 VALLEY MANAGEMENT COMPANY INC 367 HERSHBERGER RD NW ROANOKE VA 24012 541461444 MANAGEMENT VA N/A C 0 LTC SERVICES INC 367 HERSHBERGER RD NW ROANOKE VA 24012 541461441 MAINTENANCE VA N/A C 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 1 0 0 0 FRIENDSHIP FOUNDATION M 453175 CASH VALLEY MANAGEMENT COMPANY INC M 877799 CASH FRIENDSHIP HEALTH & REHAB CENTER INC P 5957599 CASH PROFESSIONAL HEALTH CARE SERVICES INC P 98936 CASH FRIENDSHIP PHARMACY INC P 824122 CASH LTC SERVICES INC P 246349 CASH