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 521862675 ASBURY SOLOMONSINC ASBU 4103943029 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 KIM EHRENFRIED 4103943029 2013-11-11 1 BERNADETTE O'TOOLE CPA P00229258 2156433900 2012 2016-02-25 16:41:14Z ANDREW W APPLEGATE 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 19843545 0 X WWW.ASBURYSOLOMONS.ORG X 1994 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 11 326 29 0 0 0 149587 18901944 19062179 328438 141044 8369 4320 19238751 19357130 0 0 0 0 5986583 6621054 0 0 0 12147647 12245090 18134230 18866144 1104521 490986 61670010 60855989 95418931 100721867 -33748921 -39865878 X THE MISSION OF ASBURY SOLOMONS 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.ASBURY SOLOMONS' MISSION IS TO PROVIDE A CONTINUUM OF CARE FOR THE ELDERLY. ACCORDINGLY, ASBURY SOLOMONS WILL ESTABLISH, MAINTAIN, OPERATE, AND SUPPORT, EITHER DIRECTLY, OR IN COOPERATION WITH OTHER ORGANIZATIONS, HOUSING, ASSISTED LIVING FACILITIES, CONTINUING CARE RETIREMENT COMMUNITIES FOR THE ELDERLY AND OTHER SERVICES FOR THE AGING. ASBURY SOLOMONS WILL PROVIDE FOR THE CONTINUING CARE, PHYSICAL, RECREATIONAL, SOCIAL, SPIRITUAL, AND HEALTH NEEDS OF THE ELDERLY. 0 0 4585855 0 5445550 SKILLED NURSING FACILITY: OPERATION OF A 48 BED SKILLED NURSING FACILITY (SNF) FOR THE AGED, PROVIDING 14,949 DAYS OF SERVICE IN 2012. $833,308 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTS OF THE SNF IN 2012. 1407087 0 1670869 ASSISTED LIVING FACILITY: OPERATION OF A 30 BED ASSISTED LIVING FACILITY FOR THE AGED, PROVIDING 8,094 DAYS OF CARE IN 2012. $154,441 OF BENEVOLENT CARE WAS PROVIDED TO ASSISTED LIVING RESIDENTS IN 2012. 10067269 0 11954546 RESIDENTIAL LIVING: OPERATION OF 300 RESIDENTIAL LIVING UNITS FOR THE AGED, PROVIDING 105,692 DAYS OF SERVICE IN 2012. $2,345 OF CONTRACTUAL ALLOWANCES WERE PROVIDED TO RESIDENTIAL LIVING RESIDENTS IN 2012. $39,524 OF BENEVOLENT CARE WAS PROVIDED TO RESIDENTIAL LIVING RESIDENTS IN 2012. ALSO PROVIDED HOMECARE SERVICES.SEE SCHEDULE O FOR COMMUNITY BENEFITS INFORMATION. 16060211 1 0 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 37 0 326 1 0 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 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 GUFFRIE 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 50.00 1.00 X 194961 0 17721 SCOTT BUSHONG 1.00 50.00 X 0 269460 16978 DAVID DENTON 1.00 50.00 X 0 214921 18617 MELISSA HADLEY 1.00 50.00 X 0 205028 18741 JIM SCHNEIDER 1.00 50.00 X 0 169663 17330 ROBIN STERN 1.00 50.00 X 0 158174 16764 KIM EHRENFRIED 1.00 65.00 X 0 173777 17318 PEGGY CRESPI KAPLAN 1.00 65.00 X 0 331391 17462 HENRY MOEHRING 1.00 50.00 X 0 174365 17098 TONI WILSON 1.00 40.00 X 0 64307 9341 DEBBIE BARRIS 1.00 40.00 X 0 65381 7757 JOEY MOOKERJEE 50.00 1.00 X 101496 0 6663 296457 3044391 257011 2 0 1 0 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 FOOD SERVICE 1965806 FLAGSHIP REHABILITATION SERVICES 157 BALTIMORE STREET CUMBERLAND MD 21502 REHABILITATION SERVICE 546512 ALLIED BARTON SECURITY SERVICES LLC 161 WASHINGTON STREET SUITE 600 CONSHOCKEN PA 19428 SECURITY SERVICE 226924 STATUS SOLUTIONS LLC 1180 SEMINOLE TRAIL CHARLOTTESVILLE VA 22901 SECURITY SERVICE 199283 GRIFFINS FLOOR AMERICA PO BOX 967 CALIFORNIA MD 20619 FLOORING SERVICE 152159 10 149587 149587 NET SERVICE REVENUE 623312 13177300 13177300 AMORTIZATION OF ENTRANCE FEES 623312 3408394 3408394 MEDICARE/MEDICAID PAYMENTS 623312 2391035 2391035 OTHER OPERATING REVENUE 623312 85450 85450 19062179 136820 136820 8784 4464 4320 4320 4320 486175 481951 4224 4224 4224 19357130 19062179 0 145364 320841 320841 5234850 4956088 278762 114303 106616 7687 542839 369519 173320 408221 372249 35972 929126 929126 6346 6346 41809 41809 1735470 1681196 54274 90235 90235 596795 430754 166041 487894 3298 484596 1566337 1559650 6687 19129 10439 8690 1866675 1858706 7969 2596353 2585269 11084 101325 101325 FOOD 810975 810972 3 REPAIRS & MAINTENANCE 645483 643968 1515 PHARMACY 152503 152503 MEDICAL SUPPLIES 109359 109359 489276 319390 169886 18866144 16060211 2805933 0 348001 46713 6791323 7350125 698298 639443 155000 353600 17991 21766 2495365 2155017 77299064 28878202 49374891 48420862 317092 308927 2208 911 1469841 1558625 61670010 60855989 1124470 1056943 42111101 51018979 37727256 36122278 14456104 12523667 95418931 100721867 X -35122503 -41333179 276190 338428 1097392 1128873 -33748921 -39865878 61670010 60855989 X 490986 156995 -6764938 X X 0 1 X 1 0 X 1850 149587 151437 15740768 17104007 17670487 18901944 19053395 88470601 15740768 17105857 17670487 18901944 19202982 88622038 0 0 0 88622038 -448717 69370 108585 161321 145604 36163 -448717 69370 108585 161321 145604 36163 15292051 17175227 17779072 19063265 19348586 88658201 0.99960 0.99760 0.00040 0.00240 X 1097392 31481 1128873 1110712 13320 1097392 1017810 92902 1110712 1011841 5969 1017810 1028672 -16831 1011841 0.00000 1.00000 0.00000 0 1 1 5803678 5803678 64044863 23761278 40283585 5762869 4860985 901884 1687654 255939 1431715 48420862 DUE TO ASERV 4855921 REFUNDABLE ENTRANCE FEES 780438 VALUATION OF DERIVATIVE INSTRUMENT 6882813 CAPITAL LEASES 4495 12523667 X 18560740 156995 -953385 -796390 19357130 0 19357130 18870608 4464 4464 18866144 0 18866144 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS IS TO PROVIDE BENEVOLENT CARE. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: 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 2009 TO 2011 ARE OPEN TO EXAMINATION BY FEDERAL, LOCAL, AND STATE AUTHORITIES PART XI, LINE 2D - OTHER ADJUSTMENTS: UNREALIZED LOSS ON CHANGE IN MARKET VALUE OF DERIVATIVES -429,490. CHANGE IN BENEFICIAL INTEREST IN ASBURY FOUNDATION ASSETS 93,719. TRANSFERS TO ACOMM -622,078. RENTAL EXPENSES 4,464. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSE 4,464. 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 179378 0 15000 0 583 0 5381 0 12340 0 212682 0 0 0 SCOTT BUSHONG 0 262095 0 7089 0 276 0 4637 0 12341 0 286438 0 0 DAVID DENTON 0 209210 0 5000 0 711 0 6276 0 12341 0 233538 0 0 MELISSA HADLEY 0 189092 0 15000 0 936 0 5673 0 13068 0 223769 0 0 JIM SCHNEIDER 0 162411 0 5000 0 2252 0 4872 0 12458 0 186993 0 0 ROBIN STERN 0 147465 0 10000 0 709 0 4423 0 12341 0 174938 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 0 158586 0 15000 0 779 0 4757 0 12341 0 191463 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 (MARYLAND) 526000792 363128BK4 2006-11-30 11838152 SERIES 2006A MD BOND 0 0 1 B CITY OF GAITHERSBURG (MARYLAND) 526000792 363128CB3 2009-12-16 24969983 SERIES 2009B MD BOND 0 0 1 A 11838152 1091594 10518031 228529 1 0 1 1 B 4548600 24969983 764556 23706028 499400 1 0 1 1 A 0 0 0 0 0 0 1 B 0 0 0 0 0 0 1 A 1 0 0 0 0 1 B 1 0 0 0 0 1 A 1 B 1 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. 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 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 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 ASBURY COMMUNITIES BOARD, THE SOLE MEMBER OF 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; RECORDPROCEEDINGS 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 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. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: NET UNREALIZED LOSS ON CHANGE IN MARKET VALUE OF DERIVATIVE INSTRUMENTS -429,490. CAPITAL TRANSFER TO ACOMM -622,078. CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF ASBURY FOUNDATION, INC. 93,719. PRIOR PERIOD ADJUSTMENT DUE TO ACCOUNTING STANDARD UPDATE ASU 2012-01 -5,807,089. FORM 990, PART XII, LINE 2C THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT OR SELECTION PROCESS. COMMUNITY BENEFIT REPORT: 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 DONATED MEETING SPACE FOR A LOCAL TEAM WALKING IN THE AMERICAN HEART ASSOCIATION'S MUSCULAR DYSTROPHY BENEFIT WALK. AN ASSOCIATE PARTICIPATED IN THE PLANNING FOR THE 2012 ALZHEIMER'S CARE GIVING AWARD EVENT. IN ADDITION, ASBURY SOLOMONS FACILITATED AND HOSTED NINE MONTHLY SUPPORT GROUP MEETINGS THROUGHOUT THE YEAR FOR AREA CITIZENS WHO SERVE AS CAREGIVERS FOR THOSE WITH DEMENTIA. THE EXECUTIVE DIRECTOR SPOKE TO THE KIWANAS CLUB IN ORDER FOR THEM TO BETTER UNDERSTAND THE SERVICES AVAILABLE TO OLDER ADULTS IN THE COMMUNITY. HELD AN ALL DAY BENEFIT AND AWARENESS EVENT FOR THE ALZHEIMERS ASSOCIATION WHICH INCLUDED A 15 HOUR BIKE RIDE BY THE WELLNESS DIRECTOR AND A 10 HOUR ON-CAMPUS WALK COORDINATED BY WELLNESS SPECIALISTS. ASBURY SOLOMONS ASSOCIATES ASSISTED IN PACKING DRY GOODS FOR THE CHESAPEAKE CARES FOOD PANTRY IN HUNTINGTOWN, MD AS PART OF THE UNITED WAY DAY OF CARING. OUR FOOD SERVICE PROVIDER, SODEXO, WAS ABLE TO SECURE A DONATION OF A TRASH BIN THAT WAS MADE OF 1200 MILK CARTONS. OTHER COMMUNITY BENEFITS PROVIDED BY ASBURY SOLOMONS INCLUDE: THE DONATION OF SPACE FOR THE CALVERT ALLIANCE AGAINST SUBSTANCE ABUSE FOR ITS MEDICATION TAKE BACK DAY. ASBURY SOLOMONS ASSOCIATES AND RESIDENTS CONTRIBUTE NON-PERISHABLE FOODS THAT ARE DONATED WEEKLY TO THE LOCAL SMILE FOOD PANTRY. BETTY'S CLOSET DONATES EXCESS CLOTHING DONATIONS MONTHLY TO SMILE FOR RESALE IN THEIR THRIFT SHOP WHICH USES FUNDS TO PROVIDE SERVICES TO LOCAL RESIDENTS IN NEED. DURING 2012, OVER $3,800 IN FOOD AND CLOTHING WAS DONATED TO SMILE. THE EXECUTIVE DIRECTOR HELPED WITH THE DEVELOPMENT OF A NEW FINANCE COMMITTEE OF SMILE. DONATED TWO COMPUTER CHAIRS VALUED AT $194 TO SOLOMONS UNITED METHODIST CHURCH. ASBURY SOLOMONS BETTY'S CLOSET DONATED EXCESS CLOTHING AND ACCESSORIES TO A LOCAL THRIFT SHOP WHICH RAISES FUNDS FOR ADULTS WITH DISABILITIES. IN ADDITION, ASBURY SOLOMONS' STAFF MEMBERS WERE ACTIVE AS LEADERS IN SEVERAL CIVIC ORGANIZATIONS BENEFITTING THE LOCAL COMMUNITY, INCLUDING THE CALVERT COUNTY COMMUNITY MINISTRY, THE CALVERT COUNTY CHAMBER OF COMMERCE AND SMILE, INC. FINALLY, ASBURY SOLOMONS DONATED CLASS SPACE FOR SEVERAL LOCAL MUSIC AND DANCE SCHOOLS. 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 2012 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES OF $162.1 MILLION AND TOTAL ASSETS IN EXCESS OF $558 MILLION. 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 $43,820,000 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) 11 0 INVERNESS VILLAGE 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 521862674 HOUSING AND HEALTHCARE FOR OLDER ADULTS MD 501(C) (3) 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) 9 ASBURY COMMUNITIES INC 0 ASBURY FOUNDATION INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 RAISING FUNDS FOR CHARITY CARE MD 501(C) (3) 7 ASBURY COMMUNITIES INC 0 AFFILIATED ASSOCIATES INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 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 BOULEVARD GERMANTOWN MD 20874 205038820 TECH & MGT SVCS DE C 0 TAG MARKETING LLC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 262896006 MARKETING SRVCS DE C 0 THE ASBURY GROUP INTEGRATED TECHNOLOGIES LLC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 262896175 INFOR & CNSLT SVCS DE C 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 1 0 1 0