2016-11-14T14:50:29-06:00 2016-06-30 560747981 DIXON HUGHES GOODMAN LLP 901 EAST CARY STREET SUITE 1000 RICHMOND VA 23219 990 2015-07-01 454983293 FRIENDSHIP HEALTH AND REHAB CENTER SOUTH FRIE 5402652177 367 HERSHBERGER RD NW ROANOKE VA 24012 C MICHAEL SHANNON CFO & SECRETARY 5402652177 2016-11-11 1 CHRISTOPHER T BENNETT P01232201 8042827636 2015 2017-02-10 21:41:12Z 367 HERSHBERGER RD NW ROANOKE VA 24012 500766 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 ACCOMODATIONS, RECREATIONAL ACTIVITIES, ASSISTANCE IN DAILY LIVING, REHABILITATIVE SERVICES, AND EXTENDED TERM NURSING CARE. 12 12 0 15 0 0 0 0 0 500766 -324 0 0 0 -324 500766 0 0 0 0 0 512851 0 0 0 15897 985795 15897 1498646 -16221 -997880 11015911 20242212 11255293 21479474 -239382 -1237262 X OUR MISSION IS TO PROVIDE QUALITY RESIDENTIAL AND CLINICAL SERVICES TO OUR RESIDENTS AND COMMUNITY THROUGH THE PROVISION OF APPROPRIATELY LICENSED HOUSING ACCOMODATIONS, 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 1337545 500766 FRIENDSHIP HEALTH AND REHAB CENTER SOUTH COMPLETED CONSTRUCTION IN 2016 AND THE FACILITY OPENED AND ACCEPTED THE FIRST RESIDENT ON APRIL 18, 2016. THE SKILLED NURSING FACILITY HAS 120 PRIVATE, SHORT-TERM BEDS. FRIENDSHIP HEALTH AND REHAB CENTER SOUTH FEATURES A STATE-OF-THE-ART REHABILITATION GYM WITH A HEATED THERAPY POOL, TWO DINING ROOMS, AND RESIDENT COMMON AREA AND OUTDOOR COURTYARDS. THE CENTER IS EQUIPPED AND STAFFED TO PROVIDE INPATIENT REHAB AND SKILLED NURSING CARE INCLUDING PHYSICAL, SPEECH, AND OCCUPATIONAL THERAPY AS WELL AS SPECIALIZED ORTHOPEDIC, CARDIAC, AND NEURO-MUSCULAR CARE. 1337545 1 0 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 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 4 0 1 0 0 0 0 0 0 0 0 0 0 0 X 12 12 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 20.00 X X 0 54000 0 CHRISTOPHER BAKER DIRECTOR 0.00 1.00 X 0 27500 0 EDGAR BAKER DIRECTOR 0.00 2.70 X 0 37100 0 CYNDA JOHNSON DIRECTOR 0.00 1.50 X 0 30000 0 GLEN COMBS VICE CHAIRMAN 0.00 3.00 X X 0 37100 0 LUCIAN GROVE JR DIRECTOR 0.00 2.50 X 0 37100 0 MARK HAGY DIRECTOR 0.00 1.00 X 0 27500 0 JOSEPH VIPPERMAN DIRECTOR 0.00 4.00 X 0 30000 0 CALVIN LILLY DIRECTOR 0.00 2.75 X 0 30000 0 ROBERT SANDEL DIRECTOR 0.00 4.00 X 0 37100 0 ROBERT LAWSON DIRECTOR 0.00 4.00 X 0 37100 0 KATHRYN OELSCHLAGER DIRECTOR 0.00 4.00 X 0 30000 0 C MICHAEL SHANNON CFO & SECRETARY 0.00 40.00 X 0 332922 14611 BARBARA JOHNSON VICE PRESIDENT 0.00 40.00 X 0 220191 25985 RUSSELL BARKSDALE PRESIDENT & CEO 0.00 40.00 X 0 518235 36654 JESSICA WALTERS ADMINISTRATOR 0.00 40.00 X 0 136260 22075 JOHN WILLIAMSON III FORMER DIRECTOR 0.00 X 0 42000 0 MONTY PLYMALE FORMER DIRECTOR 0.00 X 0 15000 0 GARNETT SMITH FORMER DIRECTOR 0.00 X 0 18550 0 0 1697658 99325 0 1 1 0 TURNER LONG CONSTRUCTION 1807 MURRAY RD STE G ROANOKE VA 24018 CONSTRUCTION 1170904 IES COMMERCIAL INC 1807 MURRAY RD STE G ROANOKE VA 24018 CONSTRUCTION 1017429 MOORE'S ELECTRICAL & MECHANICAL 1807 MURRAY RD STE G ROANOKE VA 24018 ELECTRICAL/MECHANICAL 665302 TAYLOR BROTHERS 1807 MURRAY RD STE G ROANOKE VA 24018 CONSTRUCTION 450743 JACK ST CLAIR INC PO BOX 12960 ROANOKE VA 24030 UTILITY INSTALLATIONS 433252 6 ROOM & BOARD 623000 352640 352640 ANCILLARY - MEDICARE A 623000 135612 135612 ANCILLARY - MEDICARE B 623000 8950 8950 ANCILLARY - PRIVATE 623000 2252 2252 MEALS-CASH 623000 952 952 360 360 500766 500766 500766 0 0 345997 312352 33645 2393 2154 239 153086 139772 13314 11375 10238 1137 96124 96124 2530 2530 510 510 43175 38953 4222 9164 9164 84438 84438 71 71 19349 19349 335887 335887 PROJECT DEVELOPMENT COS 305318 305318 PURCHASED SERVICES 56797 56071 726 TAXES 32412 32412 TRANSPORTATION 20 20 1498646 1337545 161101 0 404507 25811 18764 20129017 335887 10694019 19793130 321892 0 11015911 20242212 752715 1342803 10196599 18374771 60 305979 1761840 11255293 21479474 X -239382 -1237262 -239382 -1237262 11015911 20242212 -997880 0 X X 0 1 X 1 0 X 500766 500766 500766 500766 0 0 0 500766 500766 500766 X 0 1 X 2040207 2040207 13806965 172587 13634378 1671460 41786 1629674 1735269 121514 1613755 875116 875116 19793130 DUE TO AFFILIATES 440759 CASH DEFICIT 1321081 1761840 X 500766 0 500766 0 500766 1498646 0 1498646 0 1498646 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, 2016. FISCAL YEARS ENDING ON OR AFTER JUNE 30, 2013 REMAIN SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES. X X X X X X 0 1 0 0 0 1 1 0 0 C MICHAEL SHANNON CFO & SECRETARY 0 244746 0 80000 0 8176 0 7477 0 7134 0 347533 0 0 BARBARA JOHNSON VICE PRESIDENT 0 175848 0 43900 0 443 0 6209 0 19776 0 246176 0 0 RUSSELL BARKSDALE PRESIDENT & CEO 0 377549 0 123375 0 17311 0 11592 0 25062 0 554889 0 0 JESSICA WALTERS ADMINISTRATOR 0 123963 0 12000 0 297 0 3644 0 18431 0 158335 0 0 JOHN WILLIAMSON III FORMER DIRECTOR 0 42000 0 0 0 0 0 0 0 0 0 42000 0 0 MONTY PLYMALE FORMER DIRECTOR 0 15000 0 0 0 0 0 0 0 0 0 15000 0 0 GARNETT SMITH FORMER DIRECTOR 0 18550 0 0 0 0 0 0 0 0 0 18550 0 0 PART I, LINE 4B C. MICHAEL SHANNON RECEIVED $7,780 FOR A NON-QUALIFIED RETIREMENT PROGRAM. RUSSELL BARKSDALE RECEIVED $17,002 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 $80,000 BARBARA JOHNSON, VICE-PRESIDENT, RECEIVED $43,900 RUSSELL BARKSDALE, CEO, RECEIVED $123,375 JESSICA WALTERS, ADMINISTRATOR, RECEIVED $12,000 A VIRGINIA SMALL BUSINESS FINANCING AUTHORITY 2014-07-01 18904080 CONSTRUCTION OF 120 BED SKILLED NURSING FACILITY 0 0 0 A 200666 18904080 71593 321892 18088810 2016 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 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 11 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 COMMITTEE AND THE FULL BOARD. ANNUALLY, THE 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: FRIENDSHIP HEALTH AND REHAB CENTER, INC.: CALVIN LILLY .88 EDWIN R. FEINOUR 6.39 EDGAR K. BAKER.86 GLEN COMBS .96 LUCIAN GROVE, JR. .80 JOE VIPPERMAN 1.28 ROBERT LAWSON 1.28 ROBERT SANDEL 1.28 CYNDA JOHNSON .48 KATHRYN OELSCHLAGER 1.28 CHRISTOPHER BAKER .32 MARK HAGY .32 FRIENDSHIP APARTMENT VILLAGE CORP.: CALVIN LILLY .08 EDWIN R. FEINOUR .59 EDGAR K. BAKER .08 GLEN COMBS .09 LUCIAN GROVE, JR. .07 JOE VIPPERMAN .12 ROBERT LAWSON .12 ROBERT SANDEL .12 CYNDA JOHNSON .04 KATHRYN OELSCHLAGER .12 CHRISTOPHER BAKER .03 MARK HAGY .03 EASTWOOD ASSISTED LIVING, INC.: CALVIN LILLY .08 EDWIN R. FEINOUR .59 EDGAR K. BAKER .08 GLEN COMBS .09 LUCIAN GROVE, JR. .07 JOE VIPPERMAN .12 ROBERT LAWSON .12 ROBERT SANDEL .12 CYNDA JOHNSON .04 KATHRYN OELSCHLAGER .12 CHRISTOPHER BAKER .03 MARK HAGY .03 VALLEY MANAGEMENT CO., INC.: CALVIN LILLY .49 EDWIN R. FEINOUR 3.58 EDGAR K. BAKER .48 GLEN COMBS .54 LUCIAN GROVE, JR. .45 JOE VIPPERMAN .72 ROBERT LAWSON .72 ROBERT SANDEL .72 CYNDA JOHNSON .27 KATHRYN OELSCHLAGER .72 CHRISTOPHER BAKER .18 MARK HAGY .18 BARBARA JOHNSON 40.00 RUSSELL BARKSDALE 40.00 MIKE SHANNON 40.00 FRIENDSHIP OUTPATIENT & WELLNESS, INC.: CALVIN LILLY .03 EDWIN R. FEINOUR .20 EDGAR K. BAKER .03 GLEN COMBS .03 LUCIAN GROVE, JR. .02 JOE VIPPERMAN .04 ROBERT LAWSON .04 ROBERT SANDEL .04 CYNDA JOHNSON .01 KATHRYN OELSCHLAGER .04 CHRISTOPHER BAKER .01 MARK HAGY .01 FRIENDSHIP FOUNDATION INC: CALVIN LILLY 1.19 EDWIN R. FEINOUR 8.66 EDGAR K. BAKER 1.17 GLEN COMBS 1.30 LUCIAN GROVE, JR. 1.08 JOE VIPPERMAN 1.73 ROBERT LAWSON 1.73 ROBERT SANDEL 1.73 CYNDA JOHNSON .65 KATHRYN OELSCHLAGER 1.73 CHRISTOPHER BAKER .43 MARK HAGY .43 FORM 990, PART VII: MONTY PLYMALE, GARNETT SMITH, AND JOHN WILLIAMSON III ARE FORMER DIRECTORS. THEY COMPLETED THEIR TERM WITHIN THE 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 9 FRIENDSHIP FOUNDATION 1 FRIENDSHIP FOUNDATION 367 HERSHBERGER RD NW ROANOKE VA 24012 541427948 CONTROLLING ORGANIZATION, MANAGEMENT SERVICES VA 501 (C) (3) LINE 11C, III-FI 1 FRIENDSHIP APARTMENT VILLAGE CORP 367 HERSHBERGER RD NW ROANOKE VA 24012 540847686 INDEPENDENT LIVING HOUSING VA 501 (C) (3) LINE 9 FRIENDSHIP FOUNDATION 1 EASTWOOD ASSISTED LIVING INC 367 HERSHBERGER RD NW ROANOKE VA 24012 540738784 ASSISTED LIVING FACILITY VA 501 (C) (3) LINE 9 FRIENDSHIP FOUNDATION 1 FRIENDSHIP OUTPATIENT & WELLNESS SERVICES INC 367 HERSHBERGER RD NW ROANOKE VA 24012 260152373 OUTPATIENT THERAPY SERVICES VA 501 (C) (3) LINE 9 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 0 0 1 0 0 1 0 0 0 FRIENDSHIP FOUNDATION M 57996 CASH FRIENDSHIP HEALTH & REHAB CENTER INC P 926990 CASH LTC SERVICES INC P 197921 CASH