2015-11-12T13:09:26-06:00 2014-12-31 410746749 CLIFTONLARSONALLEN LLP 1966 GREENSPRING DRIVE SUITE 300 TIMONIUM MD 210934161 990 2014-01-01 521862675 ASBURY SOLOMONSINC ASBU 4103943029 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 KIM EHRENFRIED ASSISTANT TREASURER 4103943029 2015-11-12 1 JONATHAN HANSEN P01871557 4104530900 2014 2016-04-25 22:37:26Z ANDREW W APPLEGATE 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 20864505 0 X WWW.ASBURYSOLOMONS.ORG X 1994 MD DOING ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE 15 10 240 81 0 0 204165 188198 19081536 19692970 211141 193108 3679 -85 19500521 20074191 0 0 0 0 5775651 5922468 0 0 57051 13390740 13214322 19166391 19136790 334130 937401 61143631 61406516 98444011 99151086 -37300380 -37744570 X OUR MISSION IS TO DO ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. 0 0 5124709 6217236 SKILLED NURSING FACILITY: OPERATION OF A 48 BED SKILLED NURSING FACILITY (SNF) FOR THE AGED, PROVIDING 16,677 DAYS OF SERVICE IN 2014. $1,345,446 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTS OF THE SNF IN 2014. 1686151 2045618 ASSISTED LIVING FACILITY: OPERATION OF A 30 BED ASSISTED LIVING FACILITY FOR THE AGED, PROVIDING 8,652 DAYS OF CARE IN 2014. $55,255 OF BENEVOLENT CARE WAS PROVIDED TO ASSISTED LIVING RESIDENTS IN 2014. 9426672 11436327 RESIDENTIAL LIVING: OPERATION OF 300 RESIDENTIAL LIVING UNITS FOR THE AGED, PROVIDING 103,937 DAYS OF SERVICE IN 2014. $38,276 OF BENEVOLENT CARE AND $3,216 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTIAL LIVING RESIDENTS IN 2014.SEE SCHEDULE O FOR COMMUNITY BENEFITS INFORMATION. 16237532 1 1 0 0 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 31 0 240 1 0 0 0 0 0 0 0 0 0 0 X 15 10 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X MICHAEL CONNELL CFO 3012502100 20030 CENTURY BLVD SUITE 300 GERMANTOWN MD 20874 X JAMES SMELTZER DIRECTOR 1.00 0.00 X 0 0 0 NICK SERENYI CHAIR 1.00 0.00 X X 0 0 0 DENNIS HANSEN DIRECTOR 1.00 0.00 X 0 0 0 CAROLINE KIM DIRECTOR 1.00 0.00 X 0 0 0 LAWRENCE APPEL DIRECTOR 1.00 0.00 X 0 0 0 DAVID LINGRELL DIRECTOR 1.00 0.00 X 0 0 0 THOMAS ETTINGER DIRECTOR 1.00 0.00 X 0 0 0 PHYLLIS SCHMITZ DIRECTOR 1.00 0.00 X 0 0 0 GUFFRIE SMITH VICE CHAIR 1.00 0.00 X X 0 0 0 RICHARD FINDLEY DIRECTOR 1.00 0.00 X 0 0 0 GEORGE A TJIATTAS DIRECTOR 1.00 0.00 X 0 0 0 LORRAINE SEXTON DIRECTOR 1.00 0.00 X 0 0 0 NORMA TYLER DIRECTOR 1.00 0.00 X 0 0 0 P GARY WIENKEN DIRECTOR 1.00 0.00 X 0 0 0 DONALD TRISSLER DIRECTOR 1.00 0.00 X 0 0 0 ARTHUR ELGIN DIRECTOR 1.00 0.00 X 0 0 0 DOUGLAS LEIDIG PRESIDENT 1.00 65.00 X X 0 392943 23595 ANDREW JOSEPH SECRETARY, ASST. TREASURER 1.00 55.00 X 0 203122 21320 MICHAEL CONNELL TREASURER 1.00 65.00 X 0 313960 23595 SUE DACAMARA SR. VICE PRESIDENT 1.00 65.00 X 0 338920 20864 ANDREW APPLEGATE VICE PRESIDENT 50.00 1.00 X 188195 0 20723 BRAD ANDRUS ASST. SECRETARY 1.00 40.00 X 0 115032 4601 MELISSA HADLEY VICE PRESIDENT 1.00 50.00 X 0 230182 23180 JIM SCHNEIDER VICE PRESIDENT 1.00 50.00 X 0 173153 17485 ROBIN STERN VICE PRESIDENT 1.00 50.00 X 0 177864 20310 KIM EHRENFRIED ASSISTANT TREASURER 1.00 65.00 X 0 181068 20438 PEGGY CRESPI KAPLAN V.P., ASST. SECRETARY 1.00 65.00 X 0 321219 20864 HENRY MOEHRING VICE PRESIDENT 1.00 50.00 X 0 236632 22660 RENEE REYNOLDS ASST. SECRETARY 40.00 1.00 X 125290 0 10639 DEBBIE BARRIS ASST. SECRETARY 1.00 40.00 X 0 71718 14388 313485 2755813 264662 2 0 1 0 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 FOOD SERVICE 2168104 FLAGSHIP REHABILITATION SERVICES 157 BALTIMORE STREET CUMBERLAND MD 21502 REHABILITATION SERVICE 639746 MATTHEW KEEN CONSTRUCTION 9250 PARDOE ROAD LUSBY MD 20657 CONSTRUCTION SERVICE 343479 THW DESIGN 2100 RIVER EDGE PKWY SUITE 900 ATLANTA GA 30328 CONSTRUCTION SERVICE 306584 ALLIED BARTON SECURITY SERVICES LLC 161 WASHINGTON STREET SUITE 600 CONSHOHOCKEN PA 19428 SECURITY SERVICE 229529 9 188198 188198 NET SERVICE REVENUE 623312 13193109 13193109 AMORTIZATION OF ENTRANCE FEES 623312 3689519 3689519 MEDICARE/MEDICAID PAYMENTS 623312 2737681 2737681 OTHER OPERATING REVENUE 623312 72661 72661 19692970 163981 163981 6211 6296 -85 -85 -85 813145 784018 29127 29127 29127 20074191 19692970 0 193023 344847 344847 4612536 4212614 399922 126839 117562 9277 473867 276940 196927 364379 320674 43705 969200 912149 57051 29208 29208 37754 37754 1786423 1744747 41676 166771 163847 2924 509042 450793 58249 492657 3500 489157 1909647 1903355 6292 41470 25487 15983 2460344 2449841 10503 2904928 2892527 12401 93648 93648 FOOD 872196 872196 REPAIRS & MAINTENANCE 599536 574005 25531 PHARMACY 121313 121313 MEDICAL SUPPLIES 107065 107065 0 113120 1066 112054 19136790 16237532 2842207 57051 19660 17455 6950752 6995719 607644 541949 270600 1121160 21835 23690 1831336 1508621 82776562 33909634 49069938 48866928 314215 270849 2057651 2060145 61143631 61406516 1331030 1233629 25330653 27133210 34437620 32670099 37344708 38114148 98444011 99151086 X -39213142 -39684244 321683 324285 1591079 1615389 -37300380 -37744570 61143631 61406516 X 937401 1845 -1383436 X 0 1 X 1 0 X 149587 204165 188198 541950 17670487 18901944 19053395 19081536 19692970 94400332 17670487 18901944 19202982 19285701 19881168 94942282 0 53821 135352 222847 176777 300892 889689 53821 135352 222847 176777 300892 889689 94052593 108585 161321 145604 170942 170192 756644 108585 161321 145604 170942 170192 756644 17779072 19063265 19348586 19456643 20051360 95698926 0.98280 0.99290 0.00790 0.00710 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1591079 24310 1615389 1128873 462206 1591079 1097392 31481 1128873 1110712 13320 1097392 1017810 92902 1110712 1.00000 0 1 1 5803678 5803678 69041672 28275774 40765898 5978921 5322296 656625 1952291 311564 1640727 48866928 DUE TO ACOMM 5441602 PROJECTED REFUND OF STANDARD ENTRANCE FEES 723983 VALUATION OF DERIVATIVE INSTRUMENT 6031816 DEPOSITS FROM PROSPECTIVE RESIDENTS 431295 CONTINGENT REFUNDABLE ENTRANCE FEE LIABILITY 25140452 ENTRANCE FEES REFUNDABLE 345000 38114148 X 18898896 1845 -1177140 -1175295 20074191 0 20074191 19343086 206296 206296 19136790 0 19136790 PART V, LINE 4: THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS IS TO PROVIDE BENEVOLENT CARE. PART X, LINE 2: ASBURY SOLOMONS 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. ASBURY COMMUNITIES HAS IMPLEMENTED PROCESSES TO ENSURE COMPLIANCE WITH THE INTERNAL REVENUE SERVICE'S INTERMEDIATE SANCTIONS PROVISIONS FOR ALL ITS SUPPORTED ORGANIZATIONS, INCLUDING ASBURY SOLOMONS. THIS INCLUDES AN INDEPENDENT REVIEW BY THE BOARD'S COMPENSATION COMMITTEE OF ALL COMPENSATION ARRANGEMENTS WITH DISQUALIFIED PERSONS, RETENTION OF OUTSIDE COUNSEL 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 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 IS NOT AWARE OF ANY TAX POSITIONS THAT WOULD 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. THE TAX RETURNS FOR THE YEARS 2011 TO 2013 ARE OPEN TO EXAMINATION BY FEDERAL, LOCAL, AND STATE AUTHORITIES PART XI, LINE 2D RECONCILING ITEMS: UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVES -1,210,348 CHANGE IN BENEFICIAL INTEREST IN ASBURY FOUNDATION ASSETS 26,912 RENT EXPENSE 6,296 TOTAL TO SCHEDULE D, PART XI, LINE 2D -1,177,140 PART XII, LINE 2D - RECONCILING ITEMS: RENTAL EXPENSE 6,296 TRANSFERS TO ACOMM 200,000 TOTAL TO SCHEDULE D, PART XII, LINE 2D 206,296 X X X X X X 0 0 0 0 0 0 0 0 0 DOUGLAS LEIDIG PRESIDENT 0 392133 0 0 0 810 0 10400 0 13195 0 416538 0 0 ANDREW JOSEPH SECRETARY, ASST. TREASURER 0 202456 0 0 0 666 0 8125 0 13195 0 224442 0 0 MICHAEL CONNELL TREASURER 0 313420 0 0 0 540 0 10400 0 13195 0 337555 0 0 SUE DACAMARA SR. VICE PRESIDENT 0 336598 0 0 0 2322 0 10400 0 10464 0 359784 0 0 ANDREW APPLEGATE VICE PRESIDENT 187579 0 0 0 616 0 7528 0 13195 0 208918 0 0 0 MELISSA HADLEY VICE PRESIDENT 0 229023 0 0 0 1159 0 9207 0 13973 0 253362 0 0 JIM SCHNEIDER VICE PRESIDENT 0 170769 0 0 0 2384 0 6926 0 10559 0 190638 0 0 ROBIN STERN VICE PRESIDENT 0 176989 0 0 0 875 0 7115 0 13195 0 198174 0 0 KIM EHRENFRIED ASSISTANT TREASURER 0 180474 0 0 0 594 0 7243 0 13195 0 201506 0 0 PEGGY CRESPI KAPLAN V.P., ASST. SECRETARY 0 317655 0 0 0 3564 0 10400 0 10464 0 342083 0 0 HENRY MOEHRING VICE PRESIDENT 0 234387 0 0 0 2245 0 9465 0 13195 0 259292 0 0 PART I, LINE 3 THE COMPENSATION OF THE ORGANIZATION'S CEO/EXECUTIVE DIRECTOR IS APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF ASBURY COMMUNITIES, INC. THE FULL BOARD IS INFORMED BUT IS NOT TASKED WITH APPROVING. 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 6231233 24969983 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 A NOT-FOR-PROFIT ORGANIZATION, ASBURY SOLOMONS, INC. IS COMMITTED TO BEING A VALUED MEMBER OF THE SOUTHERN MARYLAND COMMUNITY. OUR LEADERS, ASSOCIATES AND RESIDENTS WORK WITH COMMUNITY SERVICE ORGANIZATIONS, HEALTH PROVIDERS AND FOUNDATIONS ON PROGRAMS IDENTIFIED AS NEEDED IN THE LOCAL COMMUNITY, COMPORT WITH ASBURY'S MISSION TO "DO ALL THE GOOD WE CAN" AND THAT FOCUS ON FOUR AREAS IN PARTICULAR. THESE BROAD CATEGORIES ARE: BENEVOLENT CARE, TRAINING THE NEXT GENERATION OF LEADERS IN THE SENIOR SERVICES PROFESSIONS, WORKING WITH AND SUPPORTING OTHER SENIOR SERVICES ORGANIZATIONS, AND GOING GREEN AND SUSTAINABLE. ASBURY SOLOMONS' COMMUNITY BENEFIT WORK IS FOCUSED ON IMPROVING THE LIVES OF THOSE WHO LIVE IN THE COMMUNITY IN WHICH THE SERVICES ARE PROVIDED, REGARDLESS OF WHETHER THE INDIVIDUALS LIVE ON OR OFF AN ASBURY CAMPUS. TO ACHIEVE THIS GOAL ASBURY OFTEN WORKS WITH OTHER COMMUNITY ORGANIZATIONS. ASBURY SOLOMONS WORKS HARD EACH YEAR TO EXPAND ITS WORK IN THE COMMUNITY ON MEANINGFUL WAYS THAT IT CAN SUSTAIN AND GROW. EXAMPLES OF ASBURY SOLOMONS' ACTIVITIES ARE SET FORTH BELOW. IN THE AREA OF SUPPORTING THE LOCAL COMMUNITY AND SENIOR SERVICES, ASBURY SOLOMONS HOSTED, PROVIDED STRATEGIC PLANNING, AND RAISED MORE THAN $4,000 FOR THE AREA CHAPTER OF THE ALZHEIMER'S ASSOCIATION'S ANNUAL WALK TO END ALZHEIMER'S. THE DINING SERVICES DEPARTMENT PROVIDED FOOD AND BEVERAGE SERVICES FOR THE EVENT. SOLOMONS HOSTED THE LOCATION FOR THE ALZHEIMER'S ASSOCIATION MONTHLY MEETING.THE EXECUTIVE DIRECTOR AT SOLOMONS IS THE CHAIRMAN OF THE CALVERT COUNTY CHAMBER OF COMMERCE BOARD OF DIRECTORS AND ACTIVELY PARTICIPATED AND LED MONTHLY MEETINGS OF THE ORGANIZATION AND BUSINESS AFTER HOURS NETWORKING EVENTS. HE SERVED ON THE CALVERT COUNTY FUND ADVISORY BOARD WHICH PROVIDES LEADERSHIP AND OVERSIGHT TO THE COUNTY. SOLOMONS DONATED SPACE TO VARIOUS COMMUNITY ORGANIZATIONS FOR THEIR MEETINGS AND HOSTED AN ART SHOW FOR THE CALVERT ARTIST'S GUILD. DONATED USE OF THE COMMUNITY FOR MUSICAL PERFORMANCE FOR THE BROADER COMMUNITY AND AUDITORIUM SPACE AND PIANO USAGE FOR PIANO RECITAL. THE DIRECTOR OF NURSING 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. IN THE AREA OF GOING GREEN AND SUSTAINABLE DESIGN, ASBURY SOLOMONS ,THE RESIDENT-RUN GO GREEN COMMITTEE AT ASBURY SOLOMONS HAS PLANTED YOUNG OYSTERS ON ITS PROPERTY BREAKWATERS. 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. IN THE PAST FIVE YEARS, RESIDENTS ON THE GO GREEN COMMITTEE AND LOCAL PARTNERS HAVE PLANTED APPROXIMATELY 700,000 OYSTERS ON THE COMMUNITY'S BREAKWATERS IN THE PATUXENT RIVER, CONTRIBUTING TO THIS CHESAPEAKE BAY TRIBUTARY'S HEALTH THROUGH THE OYSTERS' NATURAL CAPACITY AS WATER FILTERS. 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. WE HAVE REPORTED TEN INDEPENDENT VOTING MEMBERS OF THE GOVERNING BODY. THE NON-INDEPENDENT BOARD MEMBERS CONSIST OF ONE EMPLOYEE OF ASBURY COMMUNITIES, INC., AND INVESTMENT ADVISORY TO THE ASBURY COMMUNITIES, INC. 401(K) PLAN, ONE RESIDENT OF ASBURY SOLOMONS, INC., ONE RESIDENT OF BETHANY VILLAGE AND ONE RESIDENT OF ASBURY METHODIST VILLAGE. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION HAS MADE SIGNIFICANT CHANGES TO THE ORGANIZATIONAL DOCUMENTS INCLUDING THAT BOARD MEMBERS SHALL BE ELECTED FOR TERMS OF 1 YEAR. 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 11 ASBURY COMMUNITIES IS THE SOLE MEMBER OF ASBURY ATLANTIC INC., ASBURY SOLOMONS INC., INVERNESS VILLAGE, AN OKLAHOMA NOT FOR PROFIT CORPORATION AND ASBURY COMMUNITIES HCBS, INC. ASBURY COMMUNITIES HAS A SYSTEM WIDE AUDIT COMMITTEE. THE ASBURY COMMUNITIES BOARD OF DIRECTORS HAS DELEGATED A REVIEW OF THE FORM 990 TO THE SYSTEM AUDIT COMMITTEE WHICH PERFORMED THEIR REVIEW ON OCTOBER 28TH. THE ASBURY COMMUNITIES, INC., FOUNDATION, ASBURY ATLANTIC, ASBURY SOLOMONS, ASBURY COMMUNITIES HCBS, AND INVERNESS VILLAGE BOARD OF DIRECTORS WERE FORWARDED A COPY OF THEIR RESPECTIVE DRAFT FORM 990 FOR THEIR REVIEW AND PROVIDED A LINK TO 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 THE 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 ASSISTANT GENERAL COUNSEL 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 DISCLOSURE FORM AND IS ADVISED OF THEIR FIDUCIARY OBLIGATIONS. THE COMPLIANCE OFFICER, WHO HAD A DIRECT REPORTING LINE TO THE CHAIR OF THE AUDIT COMMITTEE AND REPORTS QUARTERLY TO THE AUDIT COMMITTEE, ANALYZES ALL DISCLOSURE FORMS FOR POTENTIAL CONFLICTS, AND PREPARES A REPORT FOR THE SYSTEM-WIDE AUDIT COMMITTEE. A SUMMARY IS THEN PRESENTED TO THE BOARD OF DIRECTORS AT THE ANNUAL MEETING. WHEN A CONFLICT OF INTEREST ARISES, THE INDIVIDUAL WILL BE REQUIRED TO RECUSE HIM OR HERSELF FROM THE BOARD DELIBERATIONS AND VOTE. 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 FULL BOARD(S) OF ASBURY COMMUNITIES AND ASBURY ATLANTIC/ASBURY SOLOMONS EACH RECEIVE A PRESENTATION ONCE A YEAR ON EXECUTIVE COMPENSATION AND BENEFITS. THE VICE PRESIDENT OF HUMAN RESOURCES 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 TOWERS WATSON (A COMPENSATION CONSULTING FIRM). THE SYSTEM WIDE COMPENSATION COMMITTEE HOLDS A MINIMUM OF 4 MEETINGS EACH YEAR. AT THE FALL MEETING THEY REVIEW TOWERS WATSON DATA AND REPORTS IN ORDER TO MAKE RECOMMENDATIONS REGARDING SALARIES AND BENEFITS. THIS ANNUAL REVIEW ALSO ENSURES COMPLIANCE WITH IRS INTERMEDIATE SANCTIONS REQUIREMENTS. THE EXECUTIVE COMMITTEE ULTIMATELY REVIEWS/APPROVES/ AND OR ADJUSTS RECOMMENDATIONS FROM THE SYSTEM WIDE COMPENSATION COMMITTEE AND SETS COMPENSATION. THE PROCESS WAS LAST REVIEWED IN 2014. 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 2,100 TOTAL EMPLOYEES IN THE ASBURY COMMUNITIES, INC. SYSTEM. THE 2014 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES OF $179.2 MILLION AND TOTAL ASSETS IN EXCESS OF $568 MILLION. FORM 990, PART XI, LINE 9: NET UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVE INSTRUMENTS -1,210,348. CAPITAL TRANSFER TO ACOMM -200,000. CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION, INC. 26,912. FORM 990, PART IX, LINE 11A FEES FOR SERVICE-MANAGEMENT ASBURY, TO BETTER REFLECT THE RELATIONSHIP BETWEEN FUNDRAISING EXPENSE AND FUNDS RAISED, HAS REASSIGNED EMPLOYEES WHO WERE PREVIOUSLY EMPLOYED BY THE ASBURY FOUNDATION TO THE ENTITY WHERE THEY DEDICATE THEIR TIME. FORM 990, SCHEDULE K, PART II SCHEDULE K- ALLOCATION OF TOTAL PROCEEDS OF ISSUE (SERIES 2009B MD BONDS) THE PROCEEDS OF THE SERIES 2009B MD BONDS (CUSIP #363128CB3) ISSUED BY THE CITY OF GAITHERSBURG (MD) WERE ALLOCATED BETWEEN 2 ENTITIES: ASBURY ATLANTIC, INC. (EIN 52-0607956) AND ASBURY SOLOMONS, INC. (EIN 52-1862675). THE TOTAL PROCEEDS FROM THE ISSUE OF THE SERIES 2009B MD BONDS IS $43,820,000 AND IS ALLOCATED AS FOLLOWS: ASBURY ATLANTIC, INC. $17,884,081 ASBURY SOLOMONS, INC. $25,935,919 ASBURY COMMUNITIES INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 521862677 MANAGEMENT SERVICES MD 501(C) (3) LINE 11C, III-FI 0 INVERNESS VILLAGE 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 521862674 HOUSING AND HEALTHCARE FOR OLDER ADULTS OK 501(C) (3) LINE 9 ASBURY COMMUNITIES INC 0 ASBURY ATLANTIC INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 520607956 HOUSING AND HEALTHCARE FOR OLDER ADULTS MD 501(C) (3) LINE 9 ASBURY COMMUNITIES INC 0 ASBURY FOUNDATION INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 RAISING FUNDS FOR CHARITY CARE MD 501(C) (3) LINE 7 ASBURY COMMUNITIES INC 0 AFFILIATED ASSOCIATES INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 EMPLOYEE PAYMASTER COMPANY MD 501(C) (3) LINE 11C, III-FI ASBURY COMMUNITIES INC 0 ASBURY COMMUNITIES HCBS INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 450634490 HOME CARE FOR OLDER ADULTS MD 501(C) (3) LINE 9 ASBURY COMMUNITIES INC 0 THE ASBURY GROUP INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 205038820 MANAGEMENT SERVICES DE ASBURY COMMUNITIES INC C 0 TAG MARKETING LLC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 262896006 MARKETING SRVCS DE ASBURY COMMUNITIES INC C 0 THE ASBURY GROUP INTEGRATED TECHNOLOGIES LLC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 262896175 INFOR & CNSLT SVCS DE ASBURY COMMUNITIES INC C 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 1 0 1 0