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 520607956 ASBURY ATLANTIC INC ASBU 3012164100 20030 CENTURY BOULEVARD NO 300 GERMANTOWN MD 208741112 KIM EHRENFRIED ASSISTANT TREASURER 3012164100 2014-11-03 1 BERNADETTE O'TOOLE CPA P00229258 2156433900 2013 2015-11-30 17:44:51Z DOUGLAS LEIDIG 20030 CENTURY BOULEVARD NO 300 GERMANTOWN MD 208741112 132224721 0 X WWW.ASBURYMETHODISTVILLAGE.ORG X 1945 MD DOING ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. 13 9 1583 3011 19044 0 1344207 4305710 114931119 116579022 2031043 2444447 -778581 214148 117527788 123543327 0 0 0 0 50192072 48207557 0 0 0 72986579 76297862 123178651 124505419 -5650863 -962092 392643956 403068776 511480971 512815793 -118837015 -109747017 DOING ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. 0 0 44956651 49258709 SKILLED NURSING FACILITIES: OPERATION OF 3 SKILLED NURSING FACILITIES (SNF'S) FOR THE AGED WITH 414 TOTAL BEDS PROVIDING 138,566 DAYS OF SERVICE IN 2013. $13,787,660 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTS OF THE SNF IN 2013. 18524019 20296646 ASSISTED LIVING FACILITIES: OPERATION OF 3 ASSISTED LIVING FACILITIES FOR THE AGED WITH 266 TOTAL BEDS PROVIDING 70,519 RESIDENT DAYS IN 2013. $1,802,531 OF BENEVOLENT CARE AND $17,704 CONTRACTUAL ALLOWANCES WERE PROVIDED TO THE ASSISTED LIVING RESIDENTS IN 2013. 43163952 47023667 RESIDENTIAL LIVING: OPERATION OF 1,385 RESIDENTIAL LIVING UNITS FOR THE AGED, PROVIDING 412,168 DAYS OF SERVICE IN 2013. $52,449 OF BENEVOLENT CARE AND $312,502 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTIAL LIVING RESIDENTS DURING 2013. 106644622 1 1 0 0 0 0 1 0 0 1 1 0 0 1 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 1 172 0 1583 1 1 1 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 RICHARD FINDLEY DIRECTOR 1.00 0.00 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 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 GUFFIE SMITH VICE CHAIR 1.00 0.00 X X 0 0 0 LOU GRAMMES 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 SENIOR VP 1.00 65.00 X 0 337436 17611 ANDREW APPLEGATE VICE PRESIDENT 1.00 50.00 X 0 204034 19013 DAVID DENTON VICE PRESIDENT 50.00 1.00 X 272786 0 8421 MELISSA HADLEY VICE PRESIDENT 50.00 1.00 X 225724 0 20021 JIM SCHNEIDER VICE PRESIDENT 50.00 1.00 X 178640 0 15618 ROBIN STERN VICE PRESIDENT 1.00 50.00 X 0 174363 18059 KIM EHRENFRIED ASST. TREASURER 1.00 65.00 X 0 177908 18072 PEGGY CRESPI KAPLAN VP, ASST. SECRETARY 1.00 65.00 X 0 333343 17611 HENRY MOEHRING ASST. SECRETARY 50.00 1.00 X 219191 0 19196 TONI WILSON ASST. SECRETARY 40.00 1.00 X 16741 0 2063 DEBBIE BARRIS ASST. SECRETARY 40.00 1.00 X 69340 0 8647 JOEY MOOKERJEE ASST. TREASURER 1.00 50.00 X 0 104098 6367 JANET DYKSTRA DIRECTOR OF NURSING 40.00 0.00 X 126864 0 11276 DIANE EDWARDS ASST. DIR. OF NURSING 40.00 0.00 X 111229 0 9000 BRENT BAYES DIRECTOR SALES & MARKETING 40.00 0.00 X 141802 0 11136 BRIAN GRUNDUSKY SNF ADMINISTRATOR 40.00 0.00 X 129384 0 14527 DEBORAH HEDGES SNF ADMINISTRATOR 40.00 0.00 X 108707 0 12582 1600408 2318089 288613 15 0 1 0 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 FOOD SERVICE 12683379 FLAGSHIP REHABILITATION SERVICE 157 BALTIMORE STREET CUMBERLAND MD 21502 REHABILITATION SERVICE 3276630 OMNICARE 9036 JUNCTION DRIVE ANNAPOLIS JUNCTION MD 20701 PHARMACY SERVICES 1499769 WAGMAN CONSTRUCTION INC 3290 SUSQUEHANNA TRAIL NORTH PO BO YORK PA 17405 CONSTRUCTION SERVICES 1495839 TRADEMARK DESIGN & BUILD 18404 BRIGHT PLUME TERRACE BOYDS MD 20841 CONSTRUCTION SERVICES 859607 39 4305710 4305710 NET RESIDENT REVENUE 623312 80298589 80298589 MEDICARE/MEDICAID PAYMENTS 623312 21668942 21668942 AMORTIZATION OF ENTRANCE FEES 623312 13352321 13352321 OTHER OPERATING REVENUE 623312 1259170 1259170 116579022 1688259 1688259 314936 34085 280851 280851 19044 261807 9403497 8408446 238863 995051 -238863 756188 756188 LOSS FROM DISCONTINUED OPERATIONS 623312 -66703 -66703 -66703 123543327 116579022 19044 2639551 1056388 1056388 38061609 35873506 2188103 957874 908332 49542 5291763 3569157 1722606 2839923 2635352 204571 6034503 6034503 218377 218377 83973 83973 7733776 7185871 547905 1280103 1279013 1090 3189410 2878981 310429 3711952 15936 3696016 7652743 7566913 85830 101761 74138 27623 15129297 14893280 236017 17995111 17714387 280724 681846 681846 FOOD 4959774 4958885 889 REPAIRS & MAINTENANCE 3410334 3338474 71860 MEDICAL SUPPLIES & PHAR 2099917 2099917 BAD DEBT 581875 581875 1433110 1070605 362505 124505419 106644622 17860797 0 18026695 17563375 40568862 39258598 4549891 4635684 8445023 7451050 251496 227952 1213815 1322606 466913124 216542499 254699057 250370625 31052695 32357260 33836422 49881626 392643956 403068776 7326292 8957642 96051694 102468571 228377590 226052001 49704 179725395 175287875 511480971 512815793 X -143731703 -136807052 2131104 3670411 22763584 23389624 -118837015 -109747017 392643956 403068776 X -962092 3043857 7008233 X X 0 1 X 1 0 X 1344207 4305710 5649917 117618903 122174861 119838671 114931119 116579022 591142576 117618903 122174861 119838671 116275326 120884732 596792493 0 0 0 596792493 848559 1242523 2172542 1868032 2003195 8134851 848559 1242523 2172542 1868032 2003195 8134851 118467462 123417384 122011213 118143358 122887927 604927344 0.98660 0.98740 0.01340 0.01260 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X 1 15.00 0 0 0 1 0 0.00 0 0 1 X 22763584 626040 23389624 22833100 -69516 22763584 22975021 -141921 22833100 21579531 1395490 22975021 20907045 672486 21579531 0.00000 1.00000 0.00000 0 1 1 10476868 10476868 387849805 169772030 218077775 47598446 38339964 9258482 20988005 8430505 12557500 250370625 INTEREST IN NET ASSETS OF FOUNDATION 19418602 DEFERRED COSTS 5600351 OTHER RECEIVABLE 103080 INTEREST RECEIVABLE 160701 DUE FROM RELATED PARTIES 232267 DUE TO ACOMM 23687385 DEPOSITS AND OTHER ASSETS 545048 INVESTMENT IN LAND 134192 49881626 VALUATION SWAP AGREEMENTS 16364428 REFUNDABLE FEES 749885 OBLIGATION-DEFERRED GIVING 692367 CONTINGENT REFUNDABLE ENTRANCE FEE LIABILITY 150894071 PROJECTED REFUND OF STANDARD ENTRANCE FEES 2871578 DEPOSITS FROM PROSPECTIVE RESIDENTS 3715546 175287875 X 136401583 3043857 9814399 12858256 123543327 0 123543327 127311585 2806166 2806166 124505419 0 124505419 PART II, LINE 3: ASBURY ATLANTIC, INC. HAS A 15 ACRE FOREST CONSERVATION EASEMENT AGREEMENT WITH THE CITY OF GAITHERSBURG, MD THAT PRESERVES TREES, TREE CANOPY AND FORESTS. ASBURY ATLANTIC, INC. DOES NOT REPORT CONSERVATION EASEMENTS IN ITS FINANCIAL STATEMENTS. THERE ARE NO REVENUES, EXPENSES OR ASSETS RELATED TO THIS CONSERVATION EASEMENT. PART IV, LINE 2B: ASBURY ATLANTIC, INC. HOLDS AND MANAGES RESIDENT TRUST FUND ACCOUNTS THAT ARE USED FOR PERSONAL ITEMS FOR THE RESIDENTS. ASBURY ATLANTIC, INC. IS ACTING IN A FIDUCIARY ROLE AND IS LIABLE FOR THE FUNDS IN THE RESIDENT TRUST FUND. PART V, LINE 4: THE INTENDED USE OF THE ENDOWNMENT FUND IS TO SUPPORT BENEVOLENT CARE PART X, LINE 2: ASBURY ATLANTIC MEMBERS ARE EACH EXEMPT FROM FEDERAL INCOME TAXES PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC); 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 ATLANTIC. THIS INCLUDES AN INDEPENDENT REVIEW BY THE COMPENSATION COMMITTEE OF THE BOARD 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 PROCESS 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 RETURN IS 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: VALUE CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION 2,270,602. RENT EXPENSE 34,085. VALUE CHANGES IN DERIVATIVE INSTRUMENTS 7,509,712. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 34,085. TRANSFER TO ACOMM 2,753,323. VALUE CHANGE UNDER CHARITABLE GIFT ANNUITIES 18,758. 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 SENIOR VP 0 310114 0 25000 0 2322 0 7650 0 9961 0 355047 0 0 ANDREW APPLEGATE VICE PRESIDENT 0 183314 0 20120 0 600 0 6342 0 12671 0 223047 0 0 DAVID DENTON VICE PRESIDENT 272505 0 0 0 281 0 3855 0 4566 0 281207 0 0 0 MELISSA HADLEY VICE PRESIDENT 209673 0 15000 0 1051 0 6907 0 13114 0 245745 0 0 0 JIM SCHNEIDER VICE PRESIDENT 166320 0 10000 0 2320 0 5433 0 10185 0 194258 0 0 0 ROBIN STERN VICE PRESIDENT 0 163563 0 10000 0 800 0 5388 0 12671 0 192422 0 0 KIM EHRENFRIED ASST. TREASURER 0 170033 0 7500 0 375 0 5655 0 12417 0 195980 0 0 PEGGY CRESPI KAPLAN VP, ASST. SECRETARY 0 309779 0 20000 0 3564 0 7650 0 9961 0 350954 0 0 HENRY MOEHRING ASST. SECRETARY 203162 0 15000 0 1029 0 6779 0 12417 0 238387 0 0 0 BRENT BAYES DIRECTOR SALES & MARKETING 117216 0 24350 0 236 0 921 0 10215 0 152938 0 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 (MD) 526000792 363128BL2 2006-11-30 73400702 CURRENT REFUNDING 0 0 1 B CITY OF GAITHERSBURG (MD) 526000792 363128BT5 2009-11-20 16000000 CONSTRUCT & EQUIP FACILITY 0 0 0 C CITY OF GAITHERSBURG (MD) 526000792 363128CB3 2009-12-16 18837005 CURRENT REFUNDING 0 0 1 D CUMBERLAND COUNTY MUNICIPAL AUTHORITY (PA) 236003119 230614FK0 2010-11-10 73542289 CURRENT REFUNDING 0 0 0 A 73400702 6768263 1416958 65215481 2006 1 0 1 1 B 16000000 320000 15680000 2012 0 0 1 1 C 3425805 18837005 576770 376740 17883495 2009 1 0 1 1 D 1082289 73542289 6498922 1470845 65572522 2010 1 0 1 1 A 0 1 1 1 0 0.00470 0.00000 0.00470 0 0 1 B 0 0 1 1 0 0.00000 0.00000 0.00000 0 0 1 C 0 1 1 1 0 0.00470 0.00000 0.00470 0 0 1 D 0 1 1 1 0 0.00420 0.00000 0.00420 0 0 1 A 0 0 0 1 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 C 0 1 0 0 0 0 0 0 1 D 0 1 0 0 0 0 0 0 1 A 1 B 1 C 1 D 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: CITY OF GAITHERSBURG (MD) DATE THE REBATE COMPUTATION WAS PERFORMED: 12/31/2013 SCHEDULE K, PART I, ROW A AND C, COLUMN (E): THE ORGANIZATION IS A MEMBER OF AN OBLIGATED GROUP. THE ENTRIES SHOWN IN COLUMN (E) REPRESENTS THE PORTION OF THE TOTAL ISSUE PRICE ALLOCATED TO THE ORGANIZATION. SCHEDULE K, PART II, ROW A AND C, 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. A CUMBERLAND COUNTY MUNICIPAL AUTHORITY (PA) 236003119 230614GK9 2012-10-31 52585767 CURRENT REFUNDING 0 0 0 A 52585767 2339434 1051715 49194618 2012 1 0 1 1 A 0 1 1 1 0 0.00420 0.00000 0.00420 0 0 1 A 0 1 0 0 0 0 0 0 1 A 1 FORM 990, PART III, LINE 4 ASBURY ATLANTIC CONTRIBUTES TIME, SPACE AND MANPOWER BACK TO THE GREATER COMMUNITY IN WHICH ITS CONTINUING CARE RETIREMENT COMMUNITIES ARE LOCATED. EACH CAMPUS 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. ALL OF THE COMMUNITIES PROVIDE CHARITY CARE TO THOSE RESIDENTS WHOSE NEEDS EXCEED THEIR FUNDS, AND NO RESIDENT HAS EVER BEEN ASKED TO LEAVE AN ASBURY ATLANTIC COMMUNITY BECAUSE OF DEPLETED FUNDS THROUGH NO FAULT OF THEIR OWN. HIGHLIGHTS OF THIS YEAR'S COMMUNITY BENEFIT ACCOMPLISHMENTS AT EACH ASBURY ATLANTIC COMMUNITY INCLUDE THE FOLLOWING: ASBURY METHODIST VILLAGE IN THE AREA OF TRAINING FUTURE GENERATIONS OF CAREGIVERS, ASBURY METHODIST VILLAGE(AMV) PASTOR MARTHA BROWN SUPERVISED INTERNSHIPS FOR DIVINITY STUDENTS FROM HOWARD UNIVERSITY AND LOYOLA UNIVERSITY OF MARYLAND WHERE A PASTORAL CARE STUDENT PROVIDED COUNSELING SERVICES FOR RESIDENTS. ASBURY METHODIST VILLAGE ALSO PROVIDED TRAINING, ROOM SPACE FOR EDUCATORS AND SERVED AS A TESTING SITE FOR MONTGOMERY COLLEGE'S CERTIFIED NURSING ASSISTANT, GERIATRIC NURSING ASSISTANT AND CERTIFIED MEDICINE AID PROGRAMS. AMV DONATED MEETING SPACE FOR MORE THAN 20 OTHER NON-PROFIT, COMMUNITY ORGANIZATIONS THROUGHOUT THE YEAR, AS WELL. THROUGHOUT THE YEAR, ASBURY METHODIST VILLAGE ALSO CONDUCTED SEVERAL ACTIVITIES THAT BENEFIT SENIOR-CARE SERVICES. FOR EXAMPLE, ON THREE SEPARATE OCCASIONS IN 2013, A STAFF MEMBER VOLUNTEERED AS SITE SURVEYORS FOR CARF-CCAC, A NATIONAL ACCREDITING ORGANIZATION FOR SENIOR-LIVING COMMUNITIES. TO BENEFIT THE COMMUNITY AT LARGE, AMV HOSTED A STUDENT MENTORING PROGRAM WHEREBY THIRTEEN FOURTH AND FIFTH GRADE STUDENTS WERE TRANSPORTED TO AMV FOR A MENTORING PROGRAM WHOSE FOCUS IS THE DEVELOPMENT OF CHARACTER IN THE YOUNG PEOPLE. AMV ALSO HELD A FOOD DRIVE BENEFITTING MANNA FOOD BANK, AND IT CONTINUES TO PARTNER WITH MANNA FOR ITS SMART SNACKS PROGRAM, BAGGING AFTER-SCHOOL MEALS FOR NEEDY STUDENTS AT LOCAL ELEMENTARY SCHOOLS. AMV ASSOCIATES AND RESIDENTS PREPARED 130-150 PEANUT BUTTER AND JELLY SANDWICHES PER WEEK FOR THE MONTH OF DECEMBER TO BE DONATED TO THE MONTGOMERY COUNTY COALITION FOR HOMELESS-MEN'S SHELTER. BETHANY VILLAGE IN THE AREA OF TRAINING THE NEXT GENERATION OF PROFESSIONALS, THE FOLLOWING OCCURRED. INTERNSHIP SUPERVISION WAS PROVIDED FOR SOCIAL WORK AND WELLNESS STUDENTS FROM MESSIAH COLLEGE AND SHIPPENSBURG UNIVERSITY. CELTIC HEALTH CARE WAS PROVIDED USE OF BETHANY VILLAGE FOR CLINICAL EDUCATION TO THOSE CARING FOR PERSONS IN A SENIOR SETTING. HR DIRECTOR SERVED ON THE OCCUPATIONAL ADVISORY COMMITTEE FOR THE NURSE AIDE PROGRAM AND ALSO PROVIDED MOCK EMPLOYMENT INTERVIEWS FOR STUDENTS AT MECHANICSBURG AREA HIGH SCHOOL. IN THE AREA OF SUPPORTING THE COMMUNITY AND SENIOR SERVICES, BETHANY VILLAGE CONTINUED ITS COMMITMENT TO THOSE AFFECTED BY ALZHEIMER'S DISEASE BY HOSTING MONTHLY SUPPORT GROUPS FOR FAMILY MEMBERS OF THOSE WITH ALZHEIMER'S AND RAISING MORE THAN APPROXIMATELY $4,000 FOR THE ALZHEIMER'S ASSOCIATION BY HOSTING ITS OWN FUNDRAISING WALK ON BETHANY'S CAMPUS AND ASSISTING IN THE WALK ON CITY ISLAND. IN DECEMBER, STAFF MEMBERS ASSISTED WITH CHRISTMAS PRESENT OUTREACH PROGRAM RUN BY HOME INSTEAD, INC. BETHANY VILLAGE AND HEALTH SOUTH WORKED TOGETHER TO OFFER STROKE EDUCATION. ASSOCIATES PARTICIPATED IN THE UNITED WAY DAY OF CARING AT AHEDD PERFORMING SERVICES SUCH AS PAINTING, PICKING UP BRUSH, OFFICE WORK, ETC. THROUGHOUT THE YEAR, CLOTHING COLLECTION DRIVES WERE HELD FOR VOLUNTEERS OF AMERICA FOR AREA THRIFT STORES DURING FIVE SEPARATE MONTHS. IN ADDITION, IN APRIL A FOOD DRIVE WAS HELD FOR NEW HOPE MINISTRIES FOOD BANK, WHICH BROUGHT IN OVER 200 POUNDS OF FOOD. WORKED WITH COMMUNITY GROUPS SUCH AS THE LANCASTER COUNCIL OF CHURCHES, REACH HOMELESS SHELTER, SALVATION ARMY AND TOUCH GLOBAL MINISTRIES TO PROVIDE SERVICES FOR THE LESS FORTUNATE. AND FINALLY, IN THE AREA OF ENVIRONMENTAL SUSTAINABILITY, BETHANY VILLAGE CONTINUED THEIR COMMUNITY-WIDE RECYCLING PROGRAM INVOLVING THE DAILY COLLECTION OF SODA CAN TABS, PAPER, GLASS, METAL AND PLASTIC THROUGHOUT THE YEAR. SPRINGHILL HIGHLIGHTS OF THIS YEAR'S COMMUNITY BENEFIT ACCOMPLISHMENTS INCLUDE THE FOLLOWING ITEMS. SPRINGHILL STAFF PROVIDED SUPERVISION IN CLINICAL TRAINING FOR NURSING STUDENTS AND NURSE AIDES FROM GANNON UNIVERSITY, HEALTHCARE VENTURES ALLIANCE AND MERCYHURST UNIVERSITY. SPRINGHILL HOSTED A REGION-WIDE DEMENTIA TRAINING WORKSHOP FOR THOSE WHO DEAL WITH CARE FOR DEMENTIA. IN THE AREA OF SUPPORTING THE LOCAL COMMUNITY AND SENIOR SERVICES, SPRINGHILL'S ASSOCIATE DIRECTOR PROVIDED PLANNING LEADERSHIP FOR THE AREA CHAPTER OF THE ALZHEIMER'S ASSOCIATION'S WALK TO END ALZHEIMER'S THROUGHOUT THE YEAR, AND DURING THE SEPTEMBER WALK, THE COMMUNITY RAISED OVER $10,000 FOR THE CAUSE. IN ADDITION, SPRINGHILL STAFF MEMBERS PARTICIPATED IN FUNDRAISING EFFORTS FOR THE AMERICAN HEART ASSOCIATION HAMOT HEART BALL. STAFF MEMBERS PROVIDED LEADERSHIP SERVICES FOR SEVERAL COMMUNITY ORGANIZATIONS, INCLUDING THE TWILIGHT WISH FOUNDATION AND STAIRWAYS BEHAVIORAL HEALTH . SPRINGHILL ASSOCIATES PARTICIPATED IN THE ADOPT-A-HIGHWAY PROGRAM THAT HELPED CLEAN LITTER ON HERSHEY RD. SNF ADMINISTRATOR ATTENDED CARF SURVEY TRAINING TO ASSIST CARF WITH SURVEYS AT COMMUNITIES. AFTER COMPLETION OF TRAINING, THIS ASSOCIATE VOLUNTEERED AS A SURVEYOR FOR 2 CARF/CCAC SURVEYS AT CCRC'S IN ARIZONA AND NORTH CAROLINA. ASSOCIATES PARTICIPATED IN THE PEARLS OF WISDOM CAREGIVERS LUNCHEON PROVIDING EDUCATION AND OTHER INFORMATION FOR CAREGIVERS OF PARKINSON DISEASE. ASSOCIATE PARTICIPATED IN ONE ON ONE SUPPORT SERVICES FOR INDIVIDUALS WITH HISTORY OF LEUKEMIA. 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 ATLANTIC 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 ATLANTIC AND ELECTS THE GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B ONLY CERTAIN DECISIONS OF THE GOVERNING BODY ARE SUBJECT TO ASBURY COMMUNITY 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 OF INTEREST 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 WITH MAKING DECISIONS REGARDING COMPENSATION. THE FULL BOARD(S) OF ASBURY COMMUNITIES AND ASBURY ATLANTIC EACH HAVE 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 GOVERNING DOCUMENTS ARE AVAILABLE IN THE RESIDENT LIBRARIES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. THE AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON OUR 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 ATLANTIC, 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 7,509,712. CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION, INC 2,270,602. CAPITAL TRANSFER TO ACOMM -2,753,323. CHANGE IN VALUE OF OBLIGATIONS UNDER CHARITABLE GIFT ANNUITIES -18,758. FORM 990, PART XI, LINE 2C THE ORGANIZATION HAS NOT MADE ANY CHANGES TO ITS OVERSIGHT OR SELCTION PROCESS FROM THE PRIOR YEAR. FORM 990, SCHEDULE K, PART II 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 BOND IS $43,806,989 (NET OF INSURANCE DISCOUNT OF $13,011) AND IS ALLOCATED AS FOLLOWS: ASBURY ATLANTIC, INC. $17,878,771 ASBURY SOLOMONS, INC. $25,928,218 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 731539802 HOUSING AND HEALTHCARE FOR OLDER ADULTS OK 501(C)(3) LINE 9 ASBURY COMMUNITIES INC 0 ASBURY SOLOMONS INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 521862675 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 521862674 RAISING FUNDS FOR CHARITY CARE MD 501(C)(3) LINE 7 ASBURY COMMUNITIES INC 0 AFFILIATED ASSOCIATES INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 510426078 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 BLVD GERMANTOWN MD 20874 205038820 TECH & MGT SERVICE DE ASBURY COMMUNITIES INC C 0 TAG MARKETING LLC 20030 CENTURY BLVD GERMANTOWN MD 20874 262896006 MARKETING SRVCS DE ASBURY COMMUNITIES INC C 0 THE ASBURY GROUP INTEGRATED TECHNOLOGIES LLC 20030 CENTURY BLVD GERMANTOWN MD 20874 262896175 INFOR & CNSLT SVCS DE ASBURY COMMUNITIES INC C 0 0 0 1 1 0 0 0 0 0 1 0 0 1 0 0 1 0 1 0