2016-02-08T17:23:46-06:00 2015-06-30 560747981 DIXON HUGHES GOODMAN LLP 901 EAST CARY STREET SUITE 1000 RICHMOND VA 23219 990 2014-07-01 454983293 FRIENDSHIP HEALTH AND REHAB CENTER SOUTH FRIE 5402652177 367 HERSHBERGER RD NW ROANOKE VA 24012 C MICHAEL SHANNON CFO & SECRETARY 5402652177 2016-01-29 1 CHRISTOPHER T BENNETT CPA P01232201 8042827636 2014 2016-04-25 22:37:26Z 367 HERSHBERGER RD NW ROANOKE VA 24012 0 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. 15 15 0 0 0 0 0 0 0 0 0 -324 0 0 0 -324 0 0 0 0 0 0 0 0 0 223161 15897 223161 15897 -223161 -16221 2040207 11015911 2263368 11255293 -223161 -239382 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 15897 FRIENDSHIP HEALTH AND REHAB CENTER SOUTH IS CURRENTLY UNDER CONSTRUCTION. UPON COMPLETION, THE SKILLED NURSING FACILITY WILL HAVE 120 BEDS. 15897 1 0 0 0 0 0 0 0 0 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 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 15 15 1 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 CHRISTOPHER BAKER DIRECTOR 0.00 0.00 X 0 0 0 EDGAR BAKER DIRECTOR 0.00 2.70 X 0 34550 0 KATHRYN OELSCHLAGER DIRECTOR 0.00 2.40 X 0 29000 0 GLENN COMBS DIRECTOR 0.00 2.00 X 0 34550 0 EDWIN FEINOUR CHAIRMAN 0.00 20.00 X X 0 51000 0 LUCIAN GROVE JR DIRECTOR 0.00 2.50 X 0 34550 0 MARK HAGY DIRECTOR 0.00 0.00 X 0 0 0 JOSEPH VIPPERMAN DIRECTOR 0.00 4.00 X 0 29000 0 JOHN WILLIAMSON III VICE CHAIRMAN 0.00 5.00 X X 0 41000 0 CALVIN LILLY DIRECTOR 0.00 2.80 X 0 29000 0 MONTY PLYMALE DIRECTOR 0.00 0.50 X 0 29000 0 ROBERT SANDEL DIRECTOR 0.00 4.00 X 0 34550 0 ROBERT LAWSON DIRECTOR 0.00 3.50 X 0 34550 0 GARNETT SMITH DIRECTOR 0.00 3.00 X 0 34550 0 CYNDA JOHNSON DIRECTOR 0.00 1.00 X 0 29000 0 BARBARA JOHNSON VICE PRESIDENT 0.00 40.00 X 0 204103 28314 RUSSELL BARKSDALE CEO 0.00 40.00 X 0 453150 35563 CHARLES MICHAEL SHANNON CFO & SECRETARY 0.00 40.00 X 0 287180 7088 SUE DEVINE ADMINISTRATOR 0.00 40.00 X 0 155664 13698 SUZANNE RANSON FORMER DIRECTOR 0.00 1.00 X 0 14000 0 0 1558397 84663 0 1 1 0 IES COMMERCIAL INC 1807 MURRAY RD STE G ROANOKE VA 24018 CONSTRUCTION 1334580 MOORE'S ELECTRICAL & MECHANICAL 1807 MURRAY RD STE G ROANOKE VA 24018 ELECTRICAL/MECHANICAL 1094848 TAYLOR BROTHERS 1807 MURRAY RD STE G ROANOKE VA 24018 CONSTRUCTION 902311 TURNER LONG CONSTRUCTION 1807 MURRAY RD STE G ROANOKE VA 24018 CONSTRUCTION 641706 JACK ST CLAIR INC PO BOX 12960 ROANOKE VA 24030 UTILITY INSTALLATIONS 407881 9 324 -324 -324 -324 -324 0 0 -324 10551 10551 PROJECT DEVELOPMENT 5346 5346 15897 15897 0 0 0 0 10694019 0 2040207 10694019 321892 2040207 11015911 752715 10196599 2263368 305979 2263368 11255293 X -223161 -239382 -223161 -239382 2040207 11015911 -16221 0 X X 0 1 X 1 0 X 0 0 X 2040207 2040207 8653812 8653812 10694019 DUE TO AFFILIATES 2319 CASH DEFICIT 303660 305979 X -324 0 -324 0 -324 15897 0 15897 0 15897 PART X, LINE 2: THE FOUNDATION HAS DETERMINED IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS AS OF JUNE 30,2015. FISCAL YEARS ENDING ON OR AFTER JUNE 30,2012 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 BARBARA JOHNSON VICE PRESIDENT 0 168278 0 35400 0 425 0 5764 0 22550 0 232417 0 0 RUSSELL BARKSDALE CEO 0 354566 0 81600 0 16984 0 6759 0 28804 0 488713 0 0 CHARLES MICHAEL SHANNON CFO & SECRETARY 0 228957 0 50200 0 8023 0 6054 0 1034 0 294268 0 0 SUE DEVINE ADMINISTRATOR 0 142452 0 12850 0 362 0 157 0 13541 0 169362 0 0 SUZANNE RANSON FORMER DIRECTOR 0 14000 0 0 0 0 0 0 0 0 0 14000 0 0 PART I, LINE 4B C. MICHAEL SHANNON RECEIVED $7,625 FOR A NON-QUALIFIED RETIREMENT PROGRAM. RUSSELL BARKSDALE RECEIVED $16,672 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 $50,200 BARBARA JOHNSON, VICE-PRESIDENT, RECEIVED $35,400 RUSSELL BARKSDALE, CEO, RECEIVED $81,600 SUSAN DEVINE, ADMINISTRATOR, RECEIVED $12,850 A VIRGINIA SMALL BUSINESS FINANCING AUTHORITY 2014-07-01 10196599 CONSTRUCTION OF 120 BED SKILLED NURSING FACILITY 0 0 0 A 10196599 71593 321892 8582219 1220895 0 0 0 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 2 LINE 2 EXPLANATION - LUCIAN GROVE, JR., MEMBER OF THE BOARD, IS THE BROTHER-IN-LAW OF RICHARD SAYERS, THE FORMER CORPORATE SECRETARY. JOHN WILLIAMSON, III AND EDGAR BAKER, MEMBERS OF THE BOARD, ARE BOTH ON THE BOARD OF DIRECTORS OF THE BANK OF BOTETOURT. SUZANNE RANSON, FORMER MEMBER OF THE BOARD, IS THE EXECUTIVE DIRECTOR OF GOOD SAMARITAN HOSPICE. FRIENDSHIP HEALTH AND REHAB CENTER, A RELATED ORGANIZATION, RECEIVED $7,443 FROM GOOD SAMARITAN HOSPICE FOR PATIENT CARE DURING THE YEAR ENDING JUNE 30, 2015. FORM 990, PART VI, SECTION A, LINE 3 LINE 3 EXPLANATION - FRIENDSHIP FOUNDATION AND VALLEY MANAGEMENT CO., INC ARE RESPONSIBLE FOR OBTAINING FINANCING AND ENSURING THE CONSTRUCTION OF THE FACILITY. FORM 990, PART VI, SECTION A, LINE 6 LINE 6 EXPLANATION - THE CORPORATION HAS ONE MEMBER, FRIENDSHIP FOUNDATION. FORM 990, PART VI, SECTION B, LINE 11 LINE 11A EXPLANATION - 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 COMPLIEANCE 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 OCCURED 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. 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 1.62 MONTY PLYMALE .29 EDWIN R. FEINOUR 11.76 EDGAR K. BAKER 1.59 GLEN COMBS 1.18 JOHN B. WILLIAMSON, III 2.94 LUCIAN GROVE, JR. 1.47 SUZANNE RANSON .59 JOE VIPPERMAN 2.35 ROBERT LAWSON 2.06 ROBERT SANDEL 2.35 GARNETT SMITH 1.76 RICHARD SAYERS 4.71 CYNDA JOHNSON .59 KATHRYN OELSCHLAGER 2.35 FRIENDSHIP APARTMENT VILLAGE CORP.: EDGAR BAKER .12 GLENN COMBS .09 EDWIN FEINOUR .90 LUCIAN GROVE, JR. .11 SUZANNE RANSON .05 JOSEPH VIPPERMAN .18 JOHN WILLIAMSON, III .22 CALVIN LILLY .12 MONTY PLYMALE .02 RICHARD SAYERS .36 ROBERT SANDEL .18 ROBERT LAWSON .16 GARNETT SMITH .14 KATHRYN OELSCHLAGER .18 CYNDA JOHNSON .05 FRIENDSHIP FOUNDATION: EDGAR BAKER .05 GLENN COMBS .04 EDWIN FEINOUR .36 LUCIAN GROVE, JR. .05 SUZANNE RANSON .02 JOSEPH VIPPERMAN .07 JOHN WILLIAMSON, III .09 CALVIN LILLY .05 MONTY PLYMALE .01 ROBERT SANDEL .07 ROBERT LAWSON .06 GARNETT SMITH .05 RICHARD SAYERS .14 KATHRYN OELSCHLAGER .07 CYNDA JOHNSON .02 CHARLES M. SHANNON 40.00 RUSSELL BARKSDALE 40.00 VALLEY MANAGEMENT CO., INC.: EDGAR BAKER .76 GLENN COMBS .55 EDWIN FEINOUR 5.52 LUCIAN GROVE, JR. .69 SUZANNE RANSON .28 JOSEPH VIPPERMAN 1.10 JOHN WILLIAMSON, III 1.38 CALVIN LILLY .76 MONTY PLYMALE .14 ROBERT SANDEL 1.10 ROBERT LAWSON .97 GARNETT SMITH .83 RICHARD SAYERS 2.21 KATHRYN OELSCHLAGER 1.10 CYNDA JOHNSON .28 BARBARA JOHNSON 40.00 EASTWOOD ASSISTED LIVING, INC.: EDGAR BAKER .17 GLENN COMBS .13 EDWIN FEINOUR 1.27 LUCIAN GROVE, JR. .16 SUZANNE RANSON .06 JOSEPH VIPPERMAN .25 JOHN WILLIAMSON, III .32 CALVIN LILLY .17 MONTY PLYMALE .03 ROBERT SANDEL .25 ROBERT LAWSON .22 GARNETT SMITH .19 RICHARD SAYERS .51 KATHRYN OELSCHLAGER .25 CYNDA JOHNSON .06 FRIENDSHIP OUTPATIENT & WELLNESS SERVICES, INC. CALVIN LILLY .02 MONTY PLYMALE .00 EDWIN R. FEINOUR .18 EDGAR K. BAKER .02 GLEN COMBS .02 JOHN B. WILLIAMSON, III .05 LUCIAN GROVE, JR. .02 SUZANNE RANSON .01 JOE VIPPERMAN .04 ROBERT LAWSON .03 ROBERT SANDEL .04 GARNETT SMITH .03 RICHARD R. SAYERS .07 KATHRYN OELSCHLAGER .04 CYNDA JOHNSON .01 990 PART VII SUZANNE RANSON IS A FORMER DIRECTOR. SHE COMPLETED HER TERM WITHIN THE FISCAL YEAR BUT RECEIVED COMPENSATION DURING THE CALENDAR YEAR REPORTABLE ON THIS 990. 990 PART XII, LINE 2C THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. FRIENDSHIP HEALTH AND REHAB CENTER INC 367 HERSHBERGER RD ROANOKE VA 24012 237126857 LONG TERM NURSING CARE VA 501(C) (3) LINE 9 FRIENDSHIP FOUNDATION 1 FRIENDSHIP FOUNDATION 367 HERSHBERGER RD ROANOKE VA 24012 541427948 CONTROLLING ORGANIZATION, MANAGEMENT SER VA 501 (C) (3) LINE 11C, III-FI N/A 1 FRIENDSHIP APARTMENT VILLAGE CORP 367 HERSHBERGER RD ROANOKE VA 24012 540847686 INDEPENDENT LIVING APARTMENTS FOR ELDER VA 501 (C) (3) LINE 9 FRIENDSHIP FOUNDATION 1 EASTWOOD ASSISTED LIVING INC 320 HERSHBERGER RD ROANOKE VA 24012 540738784 ASSISTED LIVING FACILITY VA 501 (C) (3) LINE 9 FRIENDSHIP FOUNDATION 1 FRIENDSHIP OUTPATIENT & WELLNESS SERVICE 391 HERSHBERGER RD ROANOKE VA 24012 260152373 OUTPATIENT THERAPY SERVICES VA 501 (C) (3) LINE 9 FRIENDSHIP FOUNDATION 1 FRIENDSHIP PROPERTIES INC 367 HERSHBERGER RD ROANOKE VA 24012 541232492 LEASING COMMERCIAL PROPERTY VA N/A C 0 PROFESSIONAL HEALTH CARE SERVICES 367 HERSHBERGER RD ROANOKE VA 24012 541421581 ADULT SITTER SERVICE VA N/A C 0 FRIENDSHIP PHARMACY INC 367 HERSHBERGER RD ROANOKE VA 24012 541461437 PHARMACY VA N/A C 0 VALLEY MANAGEMENT CO INC 367 HERSHBERGER RD ROANOKE VA 24012 541461444 MANAGEMENT/BOOKKEEPING VA N/A C 0 LTC SERVICES INC 367 HERSHBERGER RD ROANOKE VA 24012 541461441 MAINTENANCE/REPAIR SERVICES VA N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0