2017-11-10T13:26:19-06:00 2016-12-31 410746749 CLIFTONLARSONALLEN LLP 1966 GREENSPRING DRIVE SUITE 300 TIMONIUM MD 210934161 990 2016-01-01 521862675 ASBURY SOLOMONS INC ASBU 4103943029 5285 WESTVIEW DRIVE NO 200 FREDERICK MD 21703 KIM EHRENFRIED ASSISTANT TREASURER 4103943029 2017-11-09 1 JOHN NORMAN P01506766 4104530900 2017-11-09 67.137.57.251 2017-11-09 13:35:22 ES P 54D5E4BA1470F8C36BA6B05316F79CBB30854ABE BA538626596D3EF442D575632A9DFA3536DD11CA 2016 2018-03-14 21:41:22Z X BRAD ANDRUS 5285 WESTVIEW DRIVE NO 200 FREDERICK MD 21703 21507932 0 X WWW.ASBURYSOLOMONS.ORG X 1994 MD DOING ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. 11 7 256 90 0 0 83319 302315 20328468 20187646 193582 202303 1413 1078 20606782 20693342 0 0 0 0 6410547 6830812 0 0 142899 13323463 12762511 19734010 19593323 872772 1100019 59667300 58415474 96618816 93892354 -36951516 -35476880 X OUR MISSION IS TO DO ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. 0 0 4822782 6405649 SKILLED NURSING FACILITY: OPERATION OF A 48 BED SKILLED NURSING FACILITY (SNF) FOR OLDER ADULTS, PROVIDING 16,819 DAYS OF SERVICE IN 2016. THE ORGANIZATION PROVIDED $1,136,005 OF CONTRACTUAL ALLOWANCES TO RESIDENTS OF THE SNF IN 2016. 1695285 2251688 ASSISTED LIVING FACILITY: OPERATION OF A 24 SUITE ASSISTED LIVING FACILITY FOR OLDER ADULTS, PROVIDING 8,463 DAYS OF CARE IN 2016. THE ORGANIZATION PROVIDED $43,243 OF BENEVOLENT CARE TO ASSISTED LIVING RESIDENTS IN 2016. 8960722 11901687 RESIDENTIAL LIVING: OPERATION OF 300 RESIDENTIAL LIVING UNITS FOR OLDER ADULTS, PROVIDING 98,876 DAYS OF SERVICE IN 2016. THE ORGANIZATION PROVIDED $43,786 OF BENEVOLENT CARE TO RESIDENTIAL LIVING RESIDENTS IN 2016. SEE SCHEDULE O FOR COMMUNITY BENEFITS INFORMATION. 15478789 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 1 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 0 0 0 1 34 0 1 256 1 0 0 0 0 0 0 0 0 0 0 X 11 7 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X ANDREW JEANNERET CFO 3012502100 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 X NICK SERENYI CHAIR 2.00 X X 0 0 0 DENNIS HANSEN VICE CHAIR 2.00 X X 0 0 0 THOMAS ETTINGER DIRECTOR 2.00 X 0 0 0 RICHARD FINDLEY DIRECTOR 2.00 X 0 0 0 SANDRA HALBRUNER DIRECTOR 2.00 X 0 0 0 GORDON NAUGHTON DIRECTOR 2.00 X 0 0 0 CAROLINE KIM DIRECTOR 2.00 X 0 0 0 DAVID LINGRELL DIRECTOR 2.00 X 0 0 0 LORRAINE SEXTON DIRECTOR 2.00 X 0 0 0 DONALD TRISSLER DIRECTOR 2.00 X 0 0 0 NORMA TYLER DIRECTOR 2.00 X 0 0 0 SUE DACAMARA PRESIDENT 1.00 60.00 X X 0 434981 21001 DOUGLAS LEIDIG DIRECTOR 1.00 61.00 X X 0 552887 24765 ANDREW JOSEPH SECRETARY, ASST. TREASURER 1.00 62.00 X 0 230942 22239 ANDREW APPLEGATE VICE PRESIDENT - END 9/16/16 60.00 2.00 X 197770 0 18594 HENRY MOEHRING VICE PRESIDENT 1.00 61.00 X 0 149153 9783 MELISSA HADLEY VICE PRESIDENT 1.00 61.00 X 0 268920 22655 JIM SCHNEIDER VICE PRESIDENT 1.00 61.00 X 0 194151 18663 ROBIN STERN VICE PRESIDENT 1.00 58.00 X 0 214584 21561 KIM EHRENFRIED ASST. TREASURER 1.00 62.00 X 0 210699 22287 PEGGY CRESPI KAPLAN VP, ASST. SECRETARY 1.00 62.00 X 0 365436 21001 BRAD ANDRUS ASST. SECRETARY 60.00 2.00 X 37215 124304 19887 DEBBIE BARRIS ASST. SECRETARY 40.00 2.00 X 0 77114 9653 RENEE BROOKSBANK VICE PRESIDENT 1.00 61.00 X 0 98915 9418 RHONDA TERANTO TREASURER 1.00 60.00 X 0 226643 21986 BRIAN GRUNDUSKY VICE PRESIDENT 1.00 61.00 X 0 184443 21280 MICHAEL CONNELL TREASURER 1.00 61.00 X 0 433625 24268 SUSAN MOYER VICE PRESIDENT 1.00 57.00 X 0 177343 6976 TODD MILLER-JONES SNF ADMINISTRATOR 40.00 X 127140 0 8270 MARIA AYME DIRECTOR OF NURSING 40.00 X 105161 0 4839 467286 3944140 329126 3 0 1 0 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 FOOD SERVICE 2913691 FLAGSHIP REHABILIATION SERVICES 157 BALTIMORE STREET CUMBERLAND MD 21502 REHABILITATION SERVICE 356922 PARRAN'S FLOORING CENTER INC 25470 POINT LOOKOUT ROAD LEONARDTOWN MD 20650 FLOORING SERVICE 137257 FERGUSON ENTERPRISES INC PO BOX 417592 BOSTON MA 02241 RENOVATION SERVICE 114884 ANGELL MARKETING LLC 5225 N CENTRAL AVE PHOENIX AZ 85012 MARKETING SERVICE 103610 5 302315 302315 NET SERVICE REVENUE 623312 14224682 14224682 AMORTIZATION OF ENTRANCE FEES 623312 3737325 3737325 MEDICARE/MEDICAID PAYMENTS 623312 2126803 2126803 OTHER OPERATING REVENUE 623312 98836 98836 20187646 213642 213642 6283 5205 1078 1078 1078 798046 809385 -11339 -11339 -11339 20693342 20176307 0 214720 257694 257694 5376421 4704306 591936 80179 148302 132725 14585 992 629006 332400 290258 6348 419389 364483 54906 988984 933604 55380 12675 12675 22330 22330 1284108 1245151 38957 143652 137667 5985 589627 497526 92101 559994 3500 556494 1722744 915355 807389 23666 13713 9953 2235358 2225815 9543 2917088 2904635 12453 101243 101243 FOOD 882968 882968 REPAIRS & MAINTENANCE 600332 593377 6955 MEDICAL SUPPLIES 176353 175743 610 PHARMACY 88797 88797 412592 260628 151964 19593323 15478789 3971635 142899 241091 13734 6853718 7169492 433003 470597 1779316 1466695 33117 31286 613578 617319 85771169 39544239 47388613 46226930 251883 237766 2072981 2181655 59667300 58415474 1269235 1267748 27218138 28500812 30007246 28127124 38124197 35996670 96618816 93892354 X -38901524 -37567167 321684 370541 1628324 1719746 -36951516 -35476880 59667300 58415474 X 1100019 69461 305156 X X 0 1 X 1 0 X 149587 204165 188198 83319 302315 927584 19053395 19081536 19692970 20328468 20187646 98344015 19202982 19285701 19881168 20411787 20489961 99271599 0 222847 176777 300892 7625 708141 222847 176777 300892 7625 708141 98563458 145604 170942 170192 166440 219925 873103 145604 170942 170192 166440 219925 873103 19348586 19456643 20051360 20578227 20709886 100144702 0.98420 0.98320 0.00870 0.00830 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 286 286 0 PART II-B, LINE 1: A PORTION OF ASBURY SOLOMONS' DUES TO LEADINGAGE MARYLAND WERE USED FOR LOBBYING ACTIVITIES. 1628324 91422 1719746 1615389 12935 1628324 1591079 24310 1615389 1128873 462206 1591079 1097392 31481 1128873 1.00000 0 1 1 5803678 5803678 71541616 33408106 38133510 6236365 5768511 467854 2189510 367622 1821888 46226930 DUE TO ACOMM 2040267 PROJECTED REFUND OF STANDARD ENTRANCE FEES 788816 VALUATION OF DERIVATIVE INSTRUMENT 5736298 DEPOSITS FROM PROSPECTIVE RESIDENTS 302841 CONTINGENT REFUNDABLE ENTRANCE FEE LIABILITY 26651188 ENTRANCE FEES REFUNDABLE 477260 35996670 X 21073164 69461 310361 379822 20693342 0 20693342 19598528 5205 5205 19593323 0 19593323 PART V, LINE 4: THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS IS TO PROVIDE BENEVOLENT CARE. PART X, LINE 2: AS IS EXEMPT FROM FEDERAL INCOME TAXES PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE; ACCORDINGLY, NO PROVISION FOR INCOME TAXES IS REQUIRED AS THERE ARE NO UNRELATED TRADES OR BUSINESSES. ACOMM HAS IMPLEMENTED PROCESSES TO ENSURE COMPLIANCE WITH THE INTERNAL REVENUE SERVICE'S INTERMEDIATE SANCTIONS PROVISIONS FOR ALL ITS SUPPORTED ORGANIZATIONS, INCLUDING AS. 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 PROCESSES FOR ALL DISQUALIFIED PERSONS. THE COMPENSATION COMMITTEE ALSO HIRES OUTSIDE COUNSEL TO ADVISE THE COMPANY ON COMPLIANCE. 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 RECONCILING ITEMS: UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVES 164,877 CHANGE IN BENEFICIAL INTEREST IN ASBURY FOUNDATION ASSETS 140,279 RENT EXPENSE 5,205 TOTAL TO SCHEDULE D, PART XI, LINE 2D 310,361 PART XII, LINE 2D - RECONCILING ITEMS: RENTAL EXPENSE - TO SCHEDULE D, PART XII, LINE 2D 5,205 X X X X X X 1 0 0 0 0 0 0 0 0 SUE DACAMARA PRESIDENT 0 388747 0 27771 0 18463 0 10600 0 10401 0 455982 0 0 DOUGLAS LEIDIG DIRECTOR 0 471909 0 66422 0 14556 0 10600 0 14165 0 577652 0 0 ANDREW JOSEPH SECRETARY, ASST. TREASURER 0 206990 0 15290 0 8662 0 8074 0 14165 0 253181 0 0 ANDREW APPLEGATE VICE PRESIDENT - END 9/16/16 181577 0 7488 0 8705 0 7751 0 10843 0 216364 0 0 0 HENRY MOEHRING VICE PRESIDENT 0 132167 0 11212 0 5774 0 5285 0 4498 0 158936 0 0 MELISSA HADLEY VICE PRESIDENT 0 248971 0 9654 0 10295 0 9490 0 13165 0 291575 0 0 JIM SCHNEIDER VICE PRESIDENT 0 173610 0 8615 0 11926 0 7171 0 11492 0 212814 0 0 ROBIN STERN VICE PRESIDENT 0 197393 0 7360 0 9831 0 7973 0 13588 0 236145 0 0 KIM EHRENFRIED ASST. TREASURER 0 192068 0 14523 0 4108 0 8122 0 14165 0 232986 0 0 PEGGY CRESPI KAPLAN VP, ASST. SECRETARY 0 327885 0 26685 0 10866 0 10600 0 10401 0 386437 0 0 BRAD ANDRUS ASST. SECRETARY 37093 118556 0 5370 122 378 1539 5183 2576 10589 41330 140076 0 0 RHONDA TERANTO TREASURER 0 190288 0 14454 0 21901 0 8506 0 13480 0 248629 0 0 BRIAN GRUNDUSKY VICE PRESIDENT 0 175663 0 5913 0 2867 0 7406 0 13874 0 205723 0 0 MICHAEL CONNELL TREASURER 0 281488 0 26428 0 125709 0 10103 0 14165 0 457893 0 0 SUSAN MOYER VICE PRESIDENT 0 170597 0 3667 0 3079 0 6976 0 0 0 184319 0 0 PART I, LINE 3 THE COMPENSATION OF THE ORGANIZATION'S CEO/EXECUTIVE DIRECTOR IS APPROVED BY THE COMPENSATION COMMITTEE OF THE BOARD OF ASBURY COMMUNITIES, INC. FOR 2016, THE BOARD DELEGATED AUTHORITY FOR ALL DISQUALIFIED PERSONS COMPENSATION, INCLUDING THE CEO, TO THE COMPENSATION COMMITTEE. PART I, LINE 4A MICHAEL CONNELL RECEIVED $116,918 UPON SEPARATING FROM ASBURY COMMUNITIES, INC., A RELATED ORGANIZATION. A CITY OF GAITHERSBURG (MARYLAND) 526000792 363128BK4 2006-11-30 11838152 CURRENT REFUNDING 0 0 1 B CITY OF GAITHERSBURG (MARYLAND) 526000792 363128CB3 2009-12-16 24969983 CURRENT REFUNDING 0 0 1 A 11838152 1091594 228529 10518029 2006 1 0 1 1 B 9870684 15099299 764556 499399 23706028 2009 1 0 1 1 A 0 1 1 1 0 0.00570 0.00570 0 0 1 B 0 1 1 1 0 0.00570 0.00570 0 0 1 A 0 0 1 0 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 A 1 B 1 SCHEDULE K, PART I, ROWS A AND B, COLUMN (E): THE ORGANIZATION IS A MEMBER OF AN OBLIGATED GROUP. THE ENTRY SHOWN IN COLUMN (E) REPRESENTS THE PORTION OF THE TOTAL ISSUE PRICE ALLOCATED TO THE ORGANIZATION. SCHEDULE K, PART II, ROWS A AND B, LINES 4 AND 7: THESE AMOUNTS REPRESENT A PRO RATA PORTION OF THE TOTAL BASED ON THE PORTION OF THE TOTAL ISSUE PRICE ALLOCATED TO THE ORGANIZATION. FORM 990, PART III, LINE 4 AS PART OF ASBURY COMMUNITIES, ASBURY SOLOMONS PLEDGES EACH DAY TO MAKE A DIFFERENCE IN THE LIVES OF THOSE WE SERVE AND TO SERVE AS A PARTNER FOR GOOD IN THE COMMUNITY AT LARGE. WE HONOR OUR LEGACY THROUGH SUPPORTING AND PARTNERING WITH CHARITABLE AND COMMUNITY ORGANIZATIONS, EDUCATIONAL INSTITUTIONS, AND AGING SERVICES AND HEALTH PROVIDERS. AT ASBURY SOLOMONS, OUR CONTRIBUTIONS ARE PRIMARILY FOCUSED ON: - SUPPORTING SENIOR WELLNESS IN THE REGIONS WHERE WE OPERATE; AND - TRAINING THE NEXT GENERATION OF AGING SERVICES PROFESSIONALS. PROVIDING PEACE OF MIND FOR RESIDENTS - BENEVOLENT CARE: A CORNERSTONE OF LIVING OUR MISSION IS ENSURING THAT RESIDENTS WHO OUTLIVE THEIR FINANCIAL RESOURCES CAN REMAIN IN THEIR HOME AT ASBURY. THE ASBURY FOUNDATION, A 501(C)(3) NOT-FOR-PROFIT ORGANIZATION THAT SECURES PHILANTHROPIC SUPPORT TO SUPPORT THE MISSION AND ENHANCE QUALITY OF LIFE FOR OLDER ADULTS SERVED BY THE ASBURY SYSTEM, WAS ESTABLISHED TO SUPPORT THESE EFFORTS. ASBURY PROVIDES FINANCIAL SUPPORT TO RESIDENTS WHO OUTLIVE THEIR RESOURCES THROUGH NO FAULT OF THEIR OWN. HIGHLIGHTS OF THIS YEAR'S COMMUNITY BENEFIT ACCOMPLISHMENTS INCLUDE THE FOLLOWING: IN THE AREA OF SUPPORTING THE LOCAL COMMUNITY AND SENIOR SERVICES, ASBURY SOLOMONS HOSTED, PROVIDED STRATEGIC PLANNING, AND RAISED MORE THAN $1,000 FOR THE AREA CHAPTER OF THE ALZHEIMER'S ASSOCIATION'S ANNUAL WALK TO END ALZHEIMER'S. SOLOMONS DONATED SPACE TO VARIOUS COMMUNITY ORGANIZATIONS FOR THEIR MEETINGS AND HOSTED THE MARDI GRAS FUNDRAISING EVENT FOR CALVERT HOSPICE. SEVERAL ASSOCIATES PARTICIPATED IN MONTHLY PACCT (PARTNERS IN ACCOUNTABLE CARE COLLABORATION & TRANSITIONS) MEETINGS AT CALVERT COUNTY MEMORIAL HOSPITAL WHEREBY PROFESSIONALS MEET TO DISCERN BEST PRACTICES AND SEAMLESS TRANSITION OF RESIDENTS BETWEEN HOSPITAL AND HOME. ASBURY SOLOMONS PROVIDED ORIENTATION AND TRAINING FOR NURSING STUDENTS AND DINING SERVICES FROM CALVERT COUNTY CAREER & TECHNOLOGY ACADEMY. SOLOMONS ALSO PROVIDED INTERNSHIP SUPERVISION AND MENTORING TO SOCIAL WORKER INTERN FROM SALISBURY UNIVERSITY. ALSO PROVIDED TRAINING AND INTERNSHIP SUPERVISION TO CULINARY STUDENT FROM THE CALVERT COUNTY END HUNGER COALITION. ASBURY SOLOMONS ALSO HOSTED A WELLNESS FAIR AND PROVIDED TOURS FOR NURSING STUDENTS FROM COLLEGE OF SOUTHERN MARYLAND. IN THE AREA OF GOING GREEN AND SUSTAINABLE DESIGN, ASBURY SOLOMONS IN COLLABORATION WITH RESIDENTS AND THE GO GREEN COMMITTEE, ERECTED A NEW OSPREY NESTING PLATFORM OFF THE COMMUNITY'S DOCK. ASBURY SOLOMONS ALSO EARNED A CALVERT COUNTY RECYCLING AWARD. DURING 2016, TOTAL TONNAGE RECYCLED WAS OVER 150 TONS. THE OYSTER GARDEN PROJECT AT ASBURY SOLOMONS HAS PLANTED OVER 1,000,000 OYSTERS ON THE COMMUNITY'S BREAKWATERS IN THE PATUXENT RIVER OVER THE PAST SIX YEARS, CONTRIBUTING TO THE CHESAPEAKE BAY TRIBUTARY'S HEALTH THROUGH THE OYSTER'S NATURAL CAPACITY AS WATER FILTERS . INITIALLY INVOLVED IN THE PROJECT THROUGH THE SOUTHERN MARYLAND OYSTER CULTIVATION SOCIETY STARTING IN 2010, THE COMMITTEE APPLIED FOR AND RECEIVED ITS OWN PERMIT TO FOSTER OYSTER GROWTH WHEN THE LOCAL GROUP DISBANDED IN 2013. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS CAN ACT IN PLACE OF THE BOARD BETWEEN MEETINGS. ALL MEMBERS OF THE EXECUTIVE COMMITTEE ARE MEMBERS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 6 ASBURY SOLOMONS, INC 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 SOLOMONS, INC. AND ELECTS THE GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B ONLY CERTAIN DECISIONS OF THE GOVERNING BODY ARE SUBJECT TO ASBURY COMMUNITIES 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. FORM 990, PART VI, SECTION B, LINE 11B ASBURY COMMUNITIES, INC. IS THE SOLE MEMBER OF ASBURY ATLANTIC, INC., ASBURY-SOLOMONS, INC., INVERNESS VILLAGE, AN OKLAHOMA NOT FOR PROFIT CORPORATION, CALVERT COUNTY NURSING CENTER, INC., ASBURY INC. (ASBURY PLACE), AND ASBURY HCBS, INC. ASBURY COMMUNITIES, INC. HAS A SYSTEM WIDE AUDIT COMMITTEE. THE ASBURY COMMUNITIES, INC. BOARD OF DIRECTORS HAS DELEGATED A REVIEW OF THE FORM 990 TO THE SYSTEM AUDIT COMMITTEE WHICH PERFORMED THEIR REVIEW ON 10/25/17. THE ASBURY COMMUNITIES, INC., FOUNDATION, ASBURY ATLANTIC, ASBURY SOLOMONS, ASBURY PLACE, ASBURY COMMUNITIES HCBS, CALVERT COUNTY NURSING CENTER, AND INVERNESS VILLAGE BOARD OF DIRECTORS WERE FORWARDED A COPY OF THEIR RESPECTIVE DRAFT FORM 990 FOR THEIR REVIEW AND PROVIDED A LINK TO A RECORDING OF THE AUDIT COMMITTEE 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 AUDIT COMMITTEE. 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 MANAGEMENT POSITIONS. EACH PERSON COMPLETES A CONFLICT OF INTEREST DISCLOSURE FORM AND IS ADVISED OF THEIR FIDUCIARY OBLIGATIONS. THE COMPLIANCE OFFICER, WHO HAD A DIRECT REPORTING LINE TO THE CHAIR OF THE AUDIT AND COMPLIANCE COMMITTEE AND REPORTS QUARTERLY TO THE AUDIT AND COMPLIANCE COMMITTEE, ANALYZES ALL DISCLOSURE FORMS FOR POTENTIAL CONFLICTS, AND PREPARES A REPORT FOR THE SYSTEM-WIDE AUDIT AND COMPLIANCE COMMITTEE. A REPORT WAS MADE TO THE BOARD THAT THERE WERE NO CONFLICTS DURING 2016. WHEN AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ARISES INVOLVING A BOARD OR COMMITTEE MEMBER, THE AUDIT AND COMPLIANCE COMMITTEE IS INFORMED AND WILL FOLLOW SPECIFIC PROTOCAL OUTLINED IN THE CONFLICT OF INTEREST POLICIES AND PROCEDURES. FORM 990, PART VI, SECTION B, LINE 15 THE SYSTEM WIDE COMPENSATION COMMITTEE MEETS WITH THE INDEPENDENT COMPENSATION CONSULTANT, AND BASED ON INFORMATION PROVIDED TO THE COMMITTEE MAKES RECOMMENDATIONS REGARDING COMPENSATION AND BENEFITS TO THE EXECUTIVE COMMITTEE WHICH IS CHARGED BY THE FULL BOARD WITH DECISIONS REGARDING COMPENSATION. THE INDEPENDENT COMPENSATION CONSULTANTS AND ATTORNEY ARE ALSO PRESENT AT THE MEETING OF THE EXECUTIVE COMMITTEE AT WHICH THE EXECUTIVE COMMITTEE CONSIDERS THE RECOMMENDATION OF THE COMPENSATION COMMITTEE. AT THIS MEETING THE EXECUTIVE COMMITTEE RECEIVES ALL OF THE SAME INFORMATION WHICH WAS PRESENTED TO THE COMPENSATION COMMITTEE AND HAS THE OPPORTUNITY TO ASK QUESTIONS AND EVALUATE THE MATERIALS. THE FULL BOARD(S) OF ASBURY COMMUNITIES HAS A PRESENTATION ONCE A YEAR ON EXECUTIVE COMPENSATION AND BENEFITS. THE PRESIDENT IS PRESENT TO GIVE BOARD MEMBERS AN OPPORTUNITY TO ASK QUESTIONS AND TO PROVIDE SALARIES AND GRADE LEVELS FOR THEIR REVIEW. THE SYSTEM WIDE COMPENSATION COMMITTEE IS COMPOSED OF 5 VOTING MEMBERS, THE VICE-PRESIDENT OF HUMAN RESOURCES (NON-VOTING), A RETAINED ATTORNEY (NON-VOTING; RECORDS PROCEEDINGS IN MINUTES), AND IS ADVISED BY SULLIVAN COTTER (A COMPENSATION CONSULTING FIRM). THE SYSTEM WIDE COMPENSATION COMMITTEE HAS DEVELOPED AND USES A COMPENSATION PHILOSOPHY DOCUMENT WHICH ESTABLISHES GUIDELINES FOR COMPENSATION AND IDENTIFIES COMPARABLE DATA. THE COMMITTEE HOLDS A MINIMUM OF 4 MEETINGS EACH YEAR. AT THE FALL MEETING THEY REVIEW SULLIVAN COTTER DATA AND REPORTS IN ORDER TO MAKE RECOMMENDATIONS REGARDING SALARIES AND BENEFITS. THIS ANNUAL REVIEW ALSO ENSURES COMPLIANCE WITH IRS INTERMEDIATE SANCTIONS REQUIREMENTS. THE BOARD OF DIRECTORS ULTIMATELY REVIEWS/APPROVES/ AND OR ADJUSTS RECOMMENDATIONS FROM THE SYSTEM-WIDE COMPENSATION COMMITTEE AND SETS COMPENSATION. THE PROCESS WAS LAST REVIEWED IN 2016. FORM 990, PART VI, SECTION C, LINE 19 THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. THE GOVERNING DOCUMENTS ARE AVAILABLE IN THE RESIDENT LIBRARIES. THE AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON THE ORGANIZATION'S WEBSITE. FORM 990, PART VII, SECTION A 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 SOLOMONS, INC. AS WELL AS THE OTHER RELATED AND SUPPORTED ORGANIZATIONS OF ASBURY COMMUNITIES, INC. THERE ARE OVER 2,200 TOTAL EMPLOYEES IN THE ASBURY COMMUNITIES, INC. SYSTEM. THE 2016 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES OF $212.4 MILLION AND TOTAL ASSETS IN EXCESS OF $642 MILLION. FORM 990, PART VII, SECTION A BEGINNING WITH YEAR 2014, FOUNDATION ASSOCIATE SALARIES AND BENEFITS, WHICH WERE PREVIOUSLY REPORTED ON THE ASBURY FOUNDATION IRS FORM 990, WILL BE REPORTED BY THE ASBURY ENTITY WHERE THEY DEDICATED THEIR TIME. ASBURY FOUNDATION ASSISTS WITH THE MISSION OF THE NON PROFIT ENTITIES WITHIN THE ASBURY COMMUNITIES SYSTEM. FORM 990, PART XI, LINE 9: NET UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVE INSTRUMENTS 164,877. CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION, INC. 140,279. FORM 990, PART XII, LINE 2C THERE HAS BEEN NO CHANGE IN OVERSIGHT PROCESS FROM THE PRIOR YEAR. ASBURY COMMUNITIES INC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 521862677 MANAGEMENT SERVICES MD 501(C) (3) LINE 12C, III-FI 0 INVERNESS VILLAGE 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 521862674 HOUSING AND HEALTHCARE FOR OLDER ADULTS OK 501(C) (3) LINE 10 ASBURY COMMUNITIES INC 0 ASBURY ATLANTIC INC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 520607956 HOUSING AND HEALTHCARE FOR OLDER ADULTS MD 501(C) (3) LINE 10 ASBURY COMMUNITIES INC 0 ASBURY FOUNDATION INC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 521862674 RAISING FUNDS FOR CHARITY CARE MD 501(C) (3) LINE 7 ASBURY COMMUNITIES INC 0 AFFILIATED ASSOCIATES INC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 510426078 EMPLOYEE PAYMASTER COMPANY MD 501(C) (3) LINE 12C, III-FI ASBURY COMMUNITIES INC 0 ASBURY COMMUNITIES HCBS INC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 450634490 HOME CARE FOR OLDER ADULTS MD 501(C) (3) LINE 10 ASBURY COMMUNITIES INC 0 CALVERT COUNTY NURSING CENTER INC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 520890928 HOUSING AND HEALTHCARE FOR OLDER ADULTS MD 501(C) (3) LINE 10 ASBURY COMMUNITIES INC 0 ASBURY INC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 620630670 HOME CARE FOR OLDER ADULTS MD 501(C) (3) LINE 10 ASBURY COMMUNITIES INC 0 THE ASBURY GROUP INC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 205038820 MANAGEMENT SERVICES DE ASBURY COMMUNITIES INC C 0 TAG MARKETING LLC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 262896006 MARKETING SRVCS DE ASBURY COMMUNITIES INC C 0 THE ASBURY GROUP INTEGRATED TECHNOLOGIES LLC 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 262896175 INFOR & CNSLT SVCS DE ASBURY COMMUNITIES INC C 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 1 1 0 1 0 SCHEDULE R, PART IV TAG MARKETING, LLC WAS DISSOLVED ON JUNE 1, 2016.