2013-11-11T15:49:56-06:00 2012-12-31 410746749 CLIFTONLARSONALLEN LLP 610 WEST GERMANTOWN PIKE SUITE 400 PLYMOUTH MEETING PA 19462 990 2012-01-01 520607956 ASBURY ATLANTIC INC ASBU 3012164100 20030 CENTURY BOULEVARD NO 300 GERMANTOWN MD 208741112 KIM EHRENFRIED 3012164100 2013-11-11 1 BERNADETTE O'TOOLE CPA P00229258 2156433900 2012 2016-02-24 21:20:13Z DOUGLAS LEIDIG 20030 CENTURY BOULEVARD NO 300 GERMANTOWN MD 208741112 127813030 0 X WWW.ASBURYMETHODISTVILLAGE.ORG X 1945 MD DOING ALL THE GOOD WE CAN:BY ENRICHING THE LIVES OF THOSE WE SERVE.BY ENCOURAGING CONTINUED GROWTH AND LEARNING.BY EMBRACING INDIVIDUALITY.BY ENABLING PERSONAL FULFILLMENT AND DIGNITY THROUGH THE ENTIRE SPAN OF LIFE. 15 11 1775 2966 16564 0 0 1344207 119838671 114931119 2012203 2031043 -127758 -778581 121723116 117527788 0 0 0 0 48368670 50192072 0 0 0 69806017 72986579 118174687 123178651 3548429 -5650863 383034603 392643956 450015332 511480971 -66980729 -118837015 X THE MISSION OF ASBURY ATLANTIC IS DOING ALL THE GOOD WE CAN:BY ENRICHING THE LIVES OF THOSE WE SERVE.BY ENCOURAGING CONTINUED GROWTH AND LEARNING.BY EMBRACING INDIVIDUALITY.BY ENABLING PERSONAL FULFILLMENT AND DIGNITY THROUGH THE ENTIRE SPAN OF LIFE. 0 0 43373755 45358446 SKILLED NURSING FACILITIES: OPERATION OF 3 SKILLED NURSING FACILITIES (SNF'S) FOR THE AGED WITH 434 TOTAL BEDS PROVIDING 140,732 DAYS OF SERVICE IN 2012. $10,806,106 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTS OF THE SNF IN 2012. 18655317 19508944 ASSISTED LIVING FACILITIES: OPERATION OF 3 ASSISTED LIVING FACILITIES FOR THE AGED WITH 267 TOTAL BEDS PROVIDING 92,593 RESIDENT DAYS IN 2012. $1,121,257 OF BENEVOLENT CARE AND $1,471 CONTRACTUAL ALLOWANCES WERE PROVIDED TO THE ASSISTED LIVING RESIDENTS IN 2012. 42545819 44492625 RESIDENTIAL LIVING: OPERATION OF 1,369 RESIDENTIAL LIVING UNITS FOR THE AGED, PROVIDING 457,452 DAYS OF SERVICE IN 2012. $98,103 OF BENEVOLENT CARE WAS PROVIDED TO RESIDENTIAL LIVING RESIDENTS DURING 2012. ALSO SUPPLIED HOMECARE/WELLNESS. 104574891 1 1 0 0 0 0 0 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 1 178 0 1775 1 1 1 0 0 0 0 0 0 0 0 0 X 15 11 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X X MICHAEL CONNELL CFO 3012502100 20030 CENTURY BLVD SUITE 300 GERMANTOWN MD 20874 X JAMES SMELTZER 1.00 X X 0 0 0 NICK SERENYI 1.00 X X 0 0 0 MARTHA CANFIELD 1.00 X 0 0 0 SARAH CATO 1.00 X 0 0 0 ANN GILLESPIE 1.00 X 0 0 0 DAVID LINGRELL 1.00 X 0 0 0 JAMES REIM 1.00 X 0 0 0 PHYLLIS SCHMITZ 1.00 X 0 0 0 GUFFIE SMITH 1.00 X 0 0 0 RICHARD STETLER 1.00 X 0 0 0 GEORGE A TJIATTAS 1.00 X 0 0 0 JOSEPH A TORCHIA 1.00 X 0 0 0 NORMA TYLER 1.00 X 0 0 0 P GARY WIENKEN 1.00 X 0 0 0 ARTHUR ELGIN 1.00 X 0 0 0 DOUGLAS LEIDIG 1.00 65.00 X X 0 382761 19841 ANDREW JOSEPH 1.00 55.00 X 0 201828 18077 MICHAEL CONNELL 1.00 65.00 X 0 324274 19841 SUE DACAMARA 1.00 65.00 X 0 309061 17462 ANDREW APPLEGATE 1.00 50.00 X 0 194961 17721 SCOTT BUSHONG 1.00 50.00 X 0 269460 16978 DAVID DENTON 50.00 1.00 X 214921 0 18617 MELISSA HADLEY 50.00 1.00 X 205028 0 18741 JIM SCHNEIDER 50.00 1.00 X 169663 0 17330 ROBIN STERN 50.00 1.00 X 158174 0 16765 KIM EHRENFRIED 1.00 65.00 X 0 173777 17318 PEGGY CRESPI KAPLAN 1.00 65.00 X 0 331391 17462 HENRY MOEHRING 50.00 1.00 X 174365 0 17098 TONI WILSON 40.00 1.00 X 64307 0 9341 DEBBIE BARRIS 40.00 1.00 X 65381 0 7757 JOEY MOOKERJEE 1.00 50.00 X 0 101496 6663 JANET DYKSTRA 40.00 X 123520 0 11106 DIANE EDWARDS 40.00 X 108401 0 8767 SUSAN BOETTGER 40.00 X 106712 0 12310 BRIAN GRUNDUSKY 40.00 X 123089 0 13932 CHRISTY KRAMER 40.00 X 113925 0 3412 1627486 2289009 306539 10 0 1 0 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 FOOD SERVICE 11301889 FLAGSHIP REHABILITATION SERVICE 157 BALTIMORE STREET CUMBERLAND MD 21502 REHABILITATION SERVICE 3083797 WAGMAN CONSTRUCTION INC 3290 SUSQUEHANNA TRAIL NORTH P YORK PA 17405 CONSTRUCTION SERVICES 1171747 TRADEMARK DESIGN & BUILD 18404 BRIGHT PLUME TERRACE BOYDS MD 20841 CONSTRUCTION SERVICES 1011127 OMNICARE 9036 JUNCTION DRIVE ANNAPOLIS JUNCTION MD 20701 PHARMACY SERVICES 896351 39 1344207 1344207 NET RESIDENT REVENUE 623312 80812815 80812815 MEDICARE/MEDICAID PAYMENTS 623312 21320235 21320235 AMORTIZATION OF ENTRANCE FEES 623312 11407284 11407284 OTHER OPERATING REVENUE 623312 1390785 1390785 114931119 1868032 1868032 359443 30400 329043 329043 16564 312479 10408365 9488 10254842 0 153523 9488 163011 163011 LOSS FROM DISCONTINUED OPERATIONS 623312 -318542 -318542 LOSS ON RETIREMENT OF DEBT 623312 -789082 -789082 -1107624 117527788 114931119 16564 1235898 1157488 1157488 39197398 35348713 3848685 1026305 922061 104244 5850963 3989571 1861392 2959918 2695622 264296 6032516 6032516 129876 129876 93191 93191 7581541 7139456 442085 1240077 1239434 643 3445047 2891028 554019 3465952 12562 3453390 7889823 7766742 123081 120817 96090 24727 12961449 12759250 202199 17398885 17127462 271423 697294 697294 FOOD 4787400 4786095 1305 REPAIRS & MAINTENANCE 2983109 2973026 10083 MEDICAL SUPPLIES & PHAR 1765722 1765722 BAD DEBT 863330 863330 1530550 1041239 489311 123178651 104574891 18603760 0 12710228 18026695 39550698 40568862 4884806 4549891 10227454 8445023 240695 251496 1360345 1213815 453679294 198980237 255598054 254699057 28261833 31052695 406437 0 29794053 33836422 383034603 392643956 7593247 7326292 185670583 102344870 227279431 228377590 29472071 173432219 450015332 511480971 X -90723417 -143731703 909588 2131104 22833100 22763584 -66980729 -118837015 383034603 392643956 X -5650863 3098539 -49303962 X X 0 1 X 1 0 X 1344207 1344207 112234707 117618903 122174861 119838671 114931119 586798261 112234707 117618903 122174861 119838671 116275326 588142468 0 0 0 588142468 1354413 848559 1242523 2172542 1868032 7486069 1354413 848559 1242523 2172542 1868032 7486069 113589120 118467462 123417384 122011213 118143358 595628537 0.98740 0.98630 0.01260 0.01370 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 22833100 -69516 22763584 22975021 -141921 22833100 21579531 1395490 22975021 20907045 672486 21579531 20934068 91702 118725 20907045 0.00000 1.00000 0.00000 0 1 1 10450215 10450215 376212145 155099626 221112519 46511334 36200195 10311139 20505600 7680416 12825184 254699057 INT IN NET ASSETS OF AFFILIATE 17234495 DEFERRED COSTS 6068182 OTHER RECEIVABLE 126860 INTEREST RECEIVABLE 159813 DUE FROM RELATED PARTIES 207353 DUE TO ACOMM 9210766 DEPOSITS AND OTHER ASSETS 694761 INVESTMENT IN LAND 134192 33836422 VALUATION SWAP AGREEMENTS 23874140 REFUNDABLE FEES 1384133 OBLIGATION-DEFERRED GIVING 781821 PROJECTED REFUND OF ENTRANCE FEES 147356947 CAPITAL LEASES LIABILITY 35178 173432219 X 118017364 3098539 -2608963 489576 117527788 0 117527788 123209051 30400 30400 123178651 0 123178651 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE INTENDED USE OF THE ENDOWNMENT FUND IS TO SUPPORT BENEVOLENT CARE DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: 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 2009 TO 2011 ARE OPEN TO EXAMINATION BY FEDERAL, LOCAL, AND STATE AUTHORITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: TRANSFER TO ACOMM -3,013,774. VALUE CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION 1,198,766. VALUE CHANGE UNDER CHARITABLE GIFT ANNUITIES -8,773. VALUE CHANGES IN DERIVATIVE INSTRUMENTS -815,582. RENTAL EXPENSES 30,400. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 30,400. X X X X X X 0 0 0 0 0 0 0 1 0 DOUGLAS LEIDIG 0 351951 0 30000 0 810 0 7500 0 12341 0 402602 0 0 ANDREW JOSEPH 0 191198 0 10000 0 630 0 5736 0 12341 0 219905 0 0 MICHAEL CONNELL 0 298734 0 25000 0 540 0 7500 0 12341 0 344115 0 0 SUE DACAMARA 0 281739 0 25000 0 2322 0 7500 0 9962 0 326523 0 0 ANDREW APPLEGATE 0 179378 0 15000 0 583 0 5381 0 12340 0 212682 0 0 SCOTT BUSHONG 0 262095 0 7089 0 276 0 4637 0 12341 0 286438 0 0 DAVID DENTON 209210 0 5000 0 711 0 6276 0 12341 0 233538 0 0 0 MELISSA HADLEY 189092 0 15000 0 936 0 5673 0 13068 0 223769 0 0 0 JIM SCHNEIDER 162411 0 5000 0 2252 0 4872 0 12458 0 186993 0 0 0 ROBIN STERN 147465 0 10000 0 709 0 4424 0 12341 0 174939 0 0 0 KIM EHRENFRIED 0 165913 0 7500 0 364 0 4977 0 12341 0 191095 0 0 PEGGY CRESPI KAPLAN 0 302827 0 25000 0 3564 0 7500 0 9962 0 348853 0 0 HENRY MOEHRING 158586 0 15000 0 779 0 4757 0 12341 0 191463 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. SUPPLEMENTAL INFORMATION PART III SCHEDULE J, PART I, QUESTION 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 2012, 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 SERIES 2006A MD BONDS 0 0 1 B CITY OF GAITHERSBURG (MD) 526000792 363128BT5 2009-11-20 16000000 SERIES 2009A MD BONDS 0 0 0 C CITY OF GAITHERSBURG (MD) 526000792 363128CB3 2009-12-16 18837005 SERIES 2009B MD BONDS 0 0 1 D CUMBERLAND COUNTY MUNICIPAL AUTHORITY (PA) 236003119 230614FK0 2011-11-10 73542289 SERIES 2010 PA BONDS 0 0 0 A 73400702 6768263 65215482 1416958 1 0 1 1 B 16000000 320000 15680000 0 0 1 1 C 3431400 18837005 576770 17883494 376740 1 0 1 1 D 1070000 73542289 6498922 65549062 1470845 23460 1 0 1 1 A 0 0 0 0 0 0 1 B 0 0 0 0 0 0 1 C 0 0 0 0 0 0 1 D 0 0 0 0 0 0 1 A 1 0 0 0 0 1 B 1 0 0 0 0 1 C 1 0 0 0 0 1 D 1 0 0 0 0 1 A 1 B 1 C 1 D 1 990 SCHEDULE K PART II COL B PROCEEDS USED FOR DEBT SERVICES IS $23,460. A CUMBERLAND COUNTY MUNICIPAL AUTHORITY (PA) 236003119 230614GK9 2012-10-31 52585767 SERIES 2012 PA BONDS 0 0 0 A 52585767 2339434 49101762 1051715 92856 1 0 1 1 A 0 0 0 0 0 0 1 A 1 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 PASTOR MARTHA BROWN SUPERVISED A TWICE-WEEKLY INTERNSHIP FOR LOYOLA UNIVERSITY OF MARYLAND FROM SEPTEMBER THROUGH DECEMBER 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. IN 2012, THE CAMPUS PROVIDED CLINICAL CLASSROOM SPACE FOR MONTGOMERY COLLEGE'S CONTINUING EDUCATION PROGRAM FOR REGISTERED NURSES. FROM MARCH THROUGH SEPTEMBER, AMV DONATED SPACE FOR THE EPISCOPALIAN SOUPER SENIORS TO HOLD ITS MONTHLY PLANNING MEETINGS FOR A LOCAL FOOD BANK. 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 TWO SEPARATE OCCASIONS IN 2012, TWO STAFF MEMBERS 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. FROM DECEMBER 2010 THROUGH FEBRUARY 2012, 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, SHIPPENSBURG UNIVERSITY, AND SLIPPERY ROCK UNIVERSITY. IN ADDITION, SUCH SERVICES WERE PROVIDED TO A MASTER'S LEVEL STUDENT AT SHIPPENSBURG UNIVERSITY SCHOOL OF SOCIAL WORK DURING FOUR SEPARATE MONTHS. 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 $2,000 FOR THE ALZHEIMER'S ASSOCIATION BY HOSTING ITS OWN FUNDRAISING WALK ON BETHANY'S CAMPUS. BETHANY'S WELLNESS CENTER HOSTED BALANCE CLASSES IN THE COMMUNITY POOL FOR AREA CITIZENS AFFECTED BY PARKINSON'S DISEASE, STROKE OR OTHER CHALLENGES. IN ADDITION, BETHANY VILLAGE HOSTED AND FACILITATED NINE SUPPORT GROUP MEETINGS FOR AREA CITIZENS PROVIDING CARE FOR PEOPLE WITH DEMENTIA. IN DECEMBER, STAFF MEMBERS ASSISTED WITH CHRISTMAS PRESENT OUTREACH PROGRAM RUN BY HOME INSTEAD, INC. BETHANY VILLAGE ALSO DONATED MEETING SPACE FOR MANY COMMUNITY GROUPS INCLUDING BUT NOT LIMITED TO, HOME INSTEAD, INC., MECHANICSBURG CHAMBER OF COMMERCE, AND THE OYSTER MILL PLAYHOUSE. THROUGHOUT THE YEAR, CLOTHING COLLECTION DRIVES WERE HELD FOR VOLUNTEERS OF AMERICA FOR AREA THRIFT STORES DURING FIVE SEPARATE MONTHS. IN ADDITION, IN APRIL AND NOVEMBER, A FOOD DRIVE WAS HELD FOR NEW HOPE MINISTRIES FOOD BANK, WHICH BROUGHT IN OVER 600 POUNDS OF FOOD. AND FINALLY, IN THE AREA OF ENVIRONMENTAL SUSTAINABILITY, BETHANY VILLAGE CONTINUED THEIR COMMUNITY-WIDE RECYCLING PROGRAM INVOLVING THE DAILY COLLECTION OF 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 NURSE AIDES WITH HEALTHCARE VENTURES ALLIANCE AND MERCYHURST NORTHEAST CAMPUS. THE COMMUNITY PROVIDED A SOCIAL SERVICES INTERNSHIP TO A STUDENT FROM EDINBORO UNIVERSITY AND IN-SERVICE TRAINING REGARDING CCRC'S TO THERAPY GRADUATE STUDENTS FROM GANNON UNIVERSITY. IN THE AREA OF SUPPORTING THE LOCAL COMMUNITY AND SENIOR SERVICES, SPRINGHILL PROVIDED SUPPORT SERVICES FOR THE ALZHEIMER'S ASSOCIATION'S HAT BRUNCH FUNDRAISER, AND HOSTED AND FACILITATED 8 SUPPORT GROUP MEETINGS FOR AREA CITIZENS PROVIDING CARE FOR PEOPLE WITH DEMENTIA THROUGHOUT THE YEAR. SPRINGHILL'S ASSOCIATE DIRECTOR PROVIDED PLANNING LEADERSHIP FOR THE AREA CHAPTER OF THE ALZHEIMERS ASSOCIATIONS 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 RELAY FOR LIFE AND THE AMERICAN HEART ASSOCIATION HAMOT HEART BALL. IN 2012, SPRINGHILL DONATED A $500 MOTORIZED SCOOTER AND MEDICAL EQUIPMENT CHOSEN, INC. TO BE USED FOR A COMMUNITY MEMBERS IN NEED. STAFF MEMBERS PROVIDED LEADERSHIP SERVICES FOR SEVERAL COMMUNITY ORGANIZATIONS, INCLUDING THE DIRECTORS OF NURSING GROUP, THE INDEPENDENT COUNCIL ON AGING, AND LIFEWORKS, ERIE CENTER ON HEALTH AND AGING. CONTRIBUTIONS TO THE LOCAL ENVIRONMENT INCLUDED CLEANUP EFFORTS ON A STRETCH OF HIGHWAY THROUGH THE ADOPT-A-HIGHWAY PROGRAM. IN MARCH AND JUNE, ASSOCIATES PREPARED FOOD FOR CLIENTS OF THE ERIE CITY MISSION. IN DECEMBER, SPRINGHILL LAUNCHED ITS SEASON OF CARING CAMPAIGN FOR THE MISSION, COLLECTING PERSONAL CARE ITEMS, PROVIDING AND DECORATING MORE THAN 600 BAGS OF CHRISTMAS COOKIES, AND FINALLY, PROVIDING AND PREPARING A CHRISTMAS DINNER AND CELEBRATION FOR THE AREA'S NEEDY POPULATION. FORM 990, PART VI, SECTION A, LINE 1 EXECUTIVE COMMITTEE MEMBERS SHALL ACT IN THE PLACE OF THE BOARD OF DIRECTORS WHEN THE BUSINESS OF THE CORPORATION MUST BE TRANSACTED BETWEEN REGULAR MEETINGS OF THE BOARD OF DIRECTORS. NO ACTION OF THE EXECUTIVE COMMITTEE SHALL BE INCONSISTENT WITH THE ACTIONS, DIRECTIVES, OR POLICIES OF THE BOARD OF DIRECTORS. ALL ACTIONS TAKEN BY THE EXECUTIVE COMMITTEE MUST BE FULLY DISCLOSED TO THE BOARD AT THE NEXT MEETING OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL ALSO BE CHARGED WITH THE DUTY OF INVESTIGATING AND RECOMMENDING FOR THE ANNUAL MEETING OF THE BOARD OF DIRECTORS A SLATE OF DIRECTORS AND OFFICERS, OTHER THAN PRESIDENT, TREASURER, AND SECRETARY FOR THE ENSUING YEAR, SHALL RECOMMENDED TO THE BOARD OF DIRECTORS REPLACEMENTS FOR ALL VACANCIES EXISTING FOR THE OFFICERS OF THE CORPORATION, AND MAY MAKE RECOMMENDATIONS TO THE GOVERNANCE COMMITTEE OF ASBURY COMMUNITIES, INC. OF POTENTIAL NOMINEES TO SERVE ON THE SYSTEMWIDE COMMITTEES. FORM 990, PART VI, SECTION A, LINE 4 THERE WERE BYLAW CHANGES MADE IN 2012. THE TERM FOR WHICH DIRECTORS MAY SERVE HAS BEEN EXTENDED FROM 8 TO 9 CONSECUTIVE YEARS. 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 17TH. THE ASBURY COMMUNITIES, INC., FOUNDATION, ASBURY ATLANTIC, ASBURY SOLOMONS, ASBURY HCBS, AND INVERNESS VILLAGE BOARD OF DIRECTORS WERE EMAILED A COPY OF THEIR RESPECTIVE DRAFT FORM 990 FOR THEIR REVIEW. 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 INTEREST 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(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; RECORD 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(JAN, MARCH, JULY, AND NOV). IN THE NOVEMBER MEETING THEY REVIEW TOWERS WATSON ANNUAL SURVEY RESULTS 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 2012. 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 2012 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES OF $162.1 MILLION AND TOTAL ASSETS IN EXCESS OF $558 MILLION. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: NET UNREALIZED LOSSES ON CHANGE IN MARKET VALUE OF DERIVATIVE INSTRUMENTS -815,582. LOSS ON RETIREMENT OF DEBT CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION, INC 1,198,766. LOSS ON DISCONTINUED OPERATIONS CAPITAL TRANSFER TO ACOMM -3,013,774. PRIOR YEAR ADJUSTMENT DUE TO ACCOUNTING STANDARD UPDATE ASU 2012-01 -46,664,599. CHANGE IN VALUE OF OBLIGATIONS UNDER CHARITABLE GIFT ANNUITIES -8,773. FORM 990, PART XI, LINE 2C THE ORGANIZATION HAS NOT MADE ANY CHANGES TO ITS OVERSIGHT OR SELECTION PROCESS FROM THE PRIOR YEAR. SCHEDULE K - ALLOCATION OF TOTAL PROCEEDS OF ISSUE (SERIES 2009B MD BONDS) 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 BONDS IS $43,806,989 (NET OF ISSUANCE 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) 11 0 INVERNESS VILLAGE 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 731539802 HOUSING AND HEALTHCARE FOR OLDER ADULTS MD 501(C)(3) 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) 9 ASBURY COMMUNITIES INC 0 ASBURY FOUNDATION INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 521862674 RAISING FUNDS FOR CHARITY CARE MD 501(C)(3) 7 ASBURY COMMUNITIES INC 0 AFFILIATED ASSOCIATES INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 510426078 EMPLOYEE PAYMASTER COMPANY MD 501(C)(3) 11 ASBURY COMMUNITIES INC 0 ASBURY COMMUNITIES HCBS INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 450634490 HOME CARE FOR OLDER ADULTS MD 501(C)(3) 9 ASBURY COMMUNITIES INC 0 THE ASBURY GROUP INC 20030 CENTURY BLVD GERMANTOWN MD 20874 205038820 TECH & MGT SERVICE DE C 0 TAG MARKETING LLC 20030 CENTURY BLVD GERMANTOWN MD 20874 262896006 MARKETING SRVCS DE C 0 THE ASBURY GROUP INTEGRATED TECHNOLOGIES LLC 20030 CENTURY BLVD GERMANTOWN MD 20874 262896175 INFOR & CNSLT SVCS DE C 0 0 0 0 1 0 0 0 0 0 1 0 0 1 0 0 1 0 1 0