2014-11-05T15:25:05-06:00 2013-12-31 410746749 CLIFTONLARSONALLEN LLP 610 WGERMANTOWN PIKE STE400 PLYMOUTH MEETING PA 19462 990 2013-01-01 521862675 ASBURY SOLOMONSINC ASBU 4103943029 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 KIM EHRENFRIED ASSISTANT TREASURER 4103943029 2014-11-03 1 BERNADETTE O'TOOLE CPA P00229258 2156433900 2013 2015-11-30 17:44:51Z ANDREW W APPLEGATE 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 19976319 0 X WWW.ASBURYSOLOMONS.ORG X 1994 MD DOING ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. 13 9 242 38 0 0 149587 204165 19062179 19081536 141044 211141 4320 3679 19357130 19500521 0 0 0 0 6621054 5775651 0 0 0 12245090 13390740 18866144 19166391 490986 334130 60855989 61143631 100721867 98444011 -39865878 -37300380 DOING ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. 0 0 5067552 5929389 SKILLED NURSING FACILITY: OPERATION OF A 48 BED SKILLED NURSING FACILITY (SNF) FOR THE AGED, PROVIDING 15,636 DAYS OF SERVICE IN 2013. $794,212 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTS OF THE SNF IN 2013. 1580651 1849472 ASSISTED LIVING FACILITY: OPERATION OF A 30 BED ASSISTED LIVING FACILITY FOR THE AGED, PROVIDING 8,286 DAYS OF CARE IN 2013. $79,084 OF BENEVOLENT CARE WAS PROVIDED TO ASSISTED LIVING RESIDENTS IN 2013. 9667012 11302675 RESIDENTIAL LIVING: OPERATION OF 300 RESIDENTIAL LIVING UNITS FOR THE AGED, PROVIDING 99,852 DAYS OF SERVICE IN 2013. $22,199 OF BENEVOLENT CARE WAS PROVIDED TO RESIDENTIAL LIVING RESIDENTS IN 2013.SEE SCHEDULE O FOR COMMUNITY BENEFITS INFORMATION. 16315215 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 33 0 242 1 0 0 0 0 0 0 0 0 0 0 X 13 9 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 LOU GRAMMES DIRECTOR 1.00 0.00 X 0 0 0 DAVID LINGRELL DIRECTOR 1.00 0.00 X 0 0 0 JAMES REIM 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 JOSEPH A TORCHIA 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 ARTHUR ELGIN DIRECTOR 1.00 0.00 X 0 0 0 DOUGLAS LEIDIG PRESIDENT 1.00 65.00 X X 0 398297 20067 ANDREW JOSEPH SECRETARY, ASST. TREASURER 1.00 55.00 X 0 212139 19259 MICHAEL CONNELL TREASURER 1.00 65.00 X 0 376471 20067 SUE DACAMARA SR. VICE PRESIDENT 1.00 65.00 X 0 337436 17611 ANDREW APPLEGATE VICE PRESIDENT 50.00 1.00 X 204034 0 19013 DAVID DENTON VICE PRESIDENT 1.00 50.00 X 0 272786 8421 MELISSA HADLEY VICE PRESIDENT 1.00 50.00 X 0 225724 20021 JIM SCHNEIDER VICE PRESIDENT 1.00 50.00 X 0 178640 15618 ROBIN STERN VICE PRESIDENT 1.00 50.00 X 0 174363 18059 KIM EHRENFRIED ASSISTANT TREASURER 1.00 65.00 X 0 177908 18071 PEGGY CRESPI KAPLAN V.P., ASST. SECRETARY 1.00 65.00 X 0 333343 17611 HENRY MOEHRING ASST. SECRETARY 1.00 50.00 X 0 219191 19196 TONI WILSON ASST. SECRETARY 1.00 40.00 X 0 16741 2063 DEBBIE BARRIS ASST. SECRETARY 1.00 40.00 X 0 69340 8647 JOEY MOOKERJEE ASSISTANT TREASURER 50.00 1.00 X 104098 0 6367 308132 2992379 230091 2 0 1 0 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 CENTRAL PLANT REPLACEMENT AND FOOD SERVI 4286603 FLAGSHIP REHABILITATION SERVICES 157 BALTIMORE STREET CUMBERLAND MD 21502 REHABILITATION SERVICE 541866 ALLIED BARTON SECURITY SERVICES LLC 161 WASHINGTON STREET SUITE 600 CONSHOHOCKEN PA 19428 SECURITY SERVICE 238523 GRIFFINS FLOOR AMERICA PO BOX 967 CALIFORNIA MD 20619 FLOORING SERVICE 165534 OMNICARE 9036 ANNAPOLIS JUNCTION DR ANNAPOLIS JUNCTION MD 20701 PHARMACY SERVICE 131123 6 204165 204165 NET SERVICE REVENUE 623312 12683819 12683819 AMORTIZATION OF ENTRANCE FEES 623312 3702308 3702308 MEDICARE/MEDICAID PAYMENTS 623312 2574091 2574091 OTHER OPERATING REVENUE 623312 121318 121318 19081536 162537 162537 8405 4726 3679 3679 3679 519676 471072 48604 48604 48604 19500521 19081536 0 214820 333512 333512 4454633 4159626 295007 97680 90465 7215 535182 268993 266189 354644 315698 38946 863156 863156 40867 40867 36764 36764 1740218 1683056 57162 85635 84785 850 516131 436594 79537 516194 3500 512694 1615451 1613260 2191 36606 19680 16926 2579373 2568362 11011 2751455 2739709 11746 101092 101092 FOOD 869531 869503 28 REPAIRS & MAINTENANCE 650160 622830 27330 PHARMACY 139715 139715 MEDICAL SUPPLIES 106232 104958 1274 742160 594481 147679 19166391 16315215 2851176 0 46713 19660 7350125 6950752 639443 607644 353600 270600 21766 21835 2155017 1831336 80387120 31317182 48420862 49069938 308927 314215 911 0 1558625 2057651 60855989 61143631 1056943 1331030 26690053 25330653 36122278 34437620 36852593 37344708 100721867 98444011 X -41333179 -39213142 338428 321683 1128873 1591079 -39865878 -37300380 60855989 61143631 X 334130 173969 2057399 X X 0 1 X 1 0 X 1850 149587 204165 355602 17104007 17670487 18901944 19053395 19081536 91811369 17105857 17670487 18901944 19202982 19285701 92166971 0 0 0 92166971 69370 108585 161321 145604 170942 655822 69370 108585 161321 145604 170942 655822 17175227 17779072 19063265 19348586 19456643 92822793 0.99290 0.99960 0.00710 0.00040 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1128873 462206 1591079 1097392 31481 1128873 1110712 13320 1097392 1017810 92902 1110712 1011841 5969 1017810 0.00000 1.00000 0.00000 0 1 1 5803678 5803678 66862096 25938693 40923403 5917559 5095472 822087 1803787 283017 1520770 49069938 DUE TO ACOMM 6314356 REFUNDABLE ENTRANCE FEES 689323 VALUATION OF DERIVATIVE INSTRUMENT 4821468 DEPOSITS FROM PROSPECTIVE RESIDENTS 478065 CONTINGENT REFUNDABLE ENTRANCE FEE LIABILITY 25041496 37344708 X 22238157 173969 2563667 2737636 19500521 0 19500521 19672659 506268 506268 19166391 0 19166391 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 2010 TO 2012 ARE OPEN TO EXAMINATION BY FEDERAL, LOCAL, AND STATE AUTHORITIES PART XI, LINE 2D - OTHER ADJUSTMENTS: UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVES 2,061,345. CHANGE IN BENEFICIAL INTEREST IN ASBURY FOUNDATION ASSETS 497,596. RENT EXPENSE 4,726. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSE 4,726. TRANSFERS TO ACOMM 501,542. X X X X X X 1 0 0 0 0 0 0 1 0 DOUGLAS LEIDIG PRESIDENT 0 372487 0 25000 0 810 0 7650 0 12417 0 418364 0 0 ANDREW JOSEPH SECRETARY, ASST. TREASURER 0 196492 0 15000 0 647 0 6589 0 12670 0 231398 0 0 MICHAEL CONNELL TREASURER 0 305931 0 70000 0 540 0 7650 0 12417 0 396538 0 0 SUE DACAMARA SR. VICE PRESIDENT 0 310114 0 25000 0 2322 0 7650 0 9961 0 355047 0 0 ANDREW APPLEGATE VICE PRESIDENT 183314 0 20120 0 600 0 6342 0 12671 0 223047 0 0 0 DAVID DENTON VICE PRESIDENT 0 272505 0 0 0 281 0 3855 0 4566 0 281207 0 0 MELISSA HADLEY VICE PRESIDENT 0 209673 0 15000 0 1051 0 6907 0 13114 0 245745 0 0 JIM SCHNEIDER VICE PRESIDENT 0 166319 0 10000 0 2321 0 5433 0 10185 0 194258 0 0 ROBIN STERN VICE PRESIDENT 0 163563 0 10000 0 800 0 5388 0 12671 0 192422 0 0 KIM EHRENFRIED ASSISTANT TREASURER 0 170033 0 7500 0 375 0 5655 0 12416 0 195979 0 0 PEGGY CRESPI KAPLAN V.P., ASST. SECRETARY 0 309779 0 20000 0 3564 0 7650 0 9961 0 350954 0 0 HENRY MOEHRING ASST. SECRETARY 0 203162 0 15000 0 1029 0 6779 0 12417 0 238387 0 0 PART I, LINE 3 APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. THE COMPENSATION OF THE ORGANIZATION'S CEO/EXECUTIVE DIRECTOR IS APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD. THE FULL BOARD IS INFORMED BUT IS NOT TASKED WITH APPROVING. PART I, LINE 4A PART I, LINE 4A: DAVID DENTON RECEIVED $148,859 UPON SEPARATING FROM THE ORGANIZATION. PART I, LINE 7 IN 2009, DURING THE FINANCIAL CRISIS IN THE U.S., ASBURY COMMUNITIES EXECUTIVES AND MANAGEMENT VOLUNTARILY DECLINED PLANNED INCENTIVES EARNED IN 2008 DUE FOR AWARD IN 2009. THE ASBURY PLANNED INCENTIVE COMPENSATION PLAN WAS SUSPENDED BY THE BOARD IN 2009. FOR 2009 THROUGH 2013, SMALLER DISCRETIONARY BONUSES WERE PROVIDED TO EXECUTIVES AND MANAGEMENT IN AMOUNTS SUBSTANTIALLY REDUCED FROM THE PLANNED INCENTIVE COMPENSATION PLAN. IN DECEMBER OF EACH YEAR, THESE DISCRETIONARY BONUSES WERE REVIEWED AND ADOPTED BY THE EXECUTIVE COMMITTEE OF THE ASBURY COMMUNITIES BOARD AND REPORTED TO THE ASBURY COMMUNITIES BOARD OF DIRECTORS. 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 4541183 24969983 764556 499399 23706028 2009 1 0 1 1 A 0 1 1 1 0 0.00570 0.00000 0.00570 0 0 1 B 0 1 1 1 0 0.00570 0.00000 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 ORGNIZATION. 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 ASBURY SOLOMONS CONTRIBUTES TIME, SPACE AND MANPOWER BACK TO THE GREATER COMMUNITY IN WHICH ITS CONTINUING CARE RETIREMENT COMMUNITY IS LOCATED. ASBURY SOLOMONS DIVIDES ITS COMMUNITY BENEFIT ACTIVITIES INTO FOUR CATEGORIES: BENEVOLENT CARE, TRAINING THE NEXT GENERATION OF SENIOR LIVING PROFESSIONALS, SERVING THE BROADER COMMUNITY AND SENIOR SERVICES, AND GOING GREEN AND SUSTAINABLE DESIGN. ASBURY SOLOMONS PROVIDES CHARITY CARE TO THOSE RESIDENTS WHOSE NEEDS EXCEED THEIR FUNDS, AND NO RESIDENT HAS EVER BEEN ASKED TO LEAVE BECAUSE OF DEPLETED FUNDS 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 ASSOCIATES RAISED OVER $3,500 FOR THE WALK TO END ALZHEIMERS EVENT WHICH RAISED MONEY TO SUPPORT ACTIVITIES OF THE ALZHEIMER'S ASSOCIATION. 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 WAS SERVED ON THE CALVERT COUNTY FUND ADVISORY BOARD WHICH PROVIDES LEADERSHIP AND OVERSIGHT TO THE COUNTY. SOLOMONS DONATED SPACE FOR 16 DAYS TO A GROUP OF LOCAL COMMUNITY MEMBERS 50 AND OLDER TO MEET FOR REHEARSAL OF VOCAL PERFORMANCES. HOSTED THE BOY SCOUTS OF AMERICA ENABLING A BOY SCOUT TROOP TO USE THE WELLNESS CENTER POOL TO TEST 20 YOUNG MEN IN LIFE-SAVING, SAFETY AND SWIMMING SKILLS. HOSTED AN ART SHOW FOR THE CALVERT ARTIST'S GUILD ON THREE SEPARATE OCCASIONS. ASBURY SOLOMONS LIBRARY DONATED 4 BOXES OF PAPERBACK BOOKS TO THE CALVERT COUNTY DETENTION CENTER AND 14 BOXES OF BOOKS TO THE ROTARY CLUB INTERNATIONAL. THE ROTARY CLUB WILL MAIL THE BOOKS OVERSEAS TO PROVIDE READING MATERIAL FOR EDUCATIONAL NEEDS, ETC. 5 BOXES OF BOOKS WERE ALSO SENT TO THE STOP PET OVERPOPULATION THRIFT STORE TO BENEFIT THAT CAUSE. DONATED USE OF THE COMMUNITY FOR MUSICAL PERFORMANCE FOR THE BROADER COMMUNITY AND AUDITORIUM SPACE AND PIANO USAGE FOR PIANO RECITAL. IN THE AREA OF GOING GREEN AND SUSTAINABLE DESIGN, ASBURY SOLOMONS PROVIDED FOOD AND BEVERAGES AND SUPPORT TO THE SOUTHERN MARYLAND OYSTER CULTIVATING SOCIETY ON A GO GREEN INITIATIVE THAT SUPPORTED THE DEVELOPMENT OF THE ORGANIZATION. TWO ASSOCIATES TOOK TURNS EVERY TWO WEEKS ASSISTING PULLING CAGES OUT OF THE WATER. 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 NINE INDEPENDENT VOTING MEMBERS OF THE GOVERNING BODY. THE NON-INDEPENDENT BOARD MEMBERS CONSIST OF ONE RESIDENT, ONE EMPLOYEE OF ASBURY COMMUNITIES, INC., AND AN INVESTMENT ADVISOR TO THE ASBURY COMMUNITIES, INC. 401(K) PLAN. FORM 990, PART VI, SECTION A, LINE 4 DURING 2013 THE ENTITY HAS AMENDED THEIR BYLAWS TO STATE: IN ADDITION TO THE RESERVED POWER OF THE MEMBER TO AMEND THE BYLAWS OF THE CORPORATION, THE BYLAWS MAY BE ALTERED, AMENDED OR REPEALED AND NEW BYLAWS MAY BE ADOPTED (SUBJECT TO THE APPROVAL OF THE MEMBER) BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS AT ANY REGULAR MEETING OR ANY SPECIAL MEETING CALLED FOR THAT PURPOSE. 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 16TH. 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 GENERALLY RESPONSIBLE FOR THE POLICY PROCESS. ALL THE ENTITIES WITHIN THE ASBURY COMMUNITIES GROUP 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 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 INTERESTED PERSON WILL BE PROHIBITED FROM VOTING ON THE SUBJECT MATTER. 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 MAKING DECISIONS REGARDING COMPENSATION. THE FULL BOARD OF ASBURY COMMUNITIES, THE SOLE MEMBER OF ASBURY SOLOMONS, HAS A PRESENTATION ONCE A YEAR ON EXECUTIVE COMPENSATION AND BENEFITS. THE CHIEF PEOPLE OFFICER 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 CHIEF PEOPLE OFFICER (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 4 MEETINGS EACH YEAR (JAN, MARCH, JULY, AND NOV). IN THE NOVEMBER MEETING THEY REVIEW TOWERS WATSON DATA AND REPORTS IN ORDER TO MAKE INFORMED RECOMMENDATIONS REGARDING SALARIES AND BENEFITS. THIS ANNUAL REVIEW ALSO ENSURES COMPLIANCE WITH IRS INTERMEDIATE SANCTIONS REQUIREMENTS. THE EXECUTIVE COMMITTEE OF ASBURY COMMUNITIES ULTIMATELY REVIEWS/APPROVES/ AND OR ADJUSTS RECOMMENDATIONS FROM THE SYSTEM WIDE COMPENSATION COMMITTEE AND SETS COMPENSATION. THE POLICY AND PROCESS WAS LAST REVIEWED IN 2013. 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 ORGANIZATIONS OF ASBURY COMMUNITIES, INC. THERE ARE OVER 1,900 TOTAL EMPLOYEES IN THE ASBURY COMMUNITIES, INC. SYSTEM. THE 2013 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES OF $173.6 MILLION AND TOTAL ASSETS IN EXCESS OF $562 MILLION. FORM 990, PART XI, LINE 9: NET UNREALIZED GAIN ON CHANGE IN MARKET VALUE OF DERIVATIVE INSTRUMENTS 2,061,345. CAPITAL TRANSFER TO ACOMM -501,542. CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION, INC. 497,596. FORM 990, PART XII, LINE 2C THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT OR SELECTION PROCESS. 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 TECH & MGT SVCS 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