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 521862677 ASBURY COMMUNITIES INC ASBU 3012502100 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 KIM EHRENFRIED 3012502100 2013-11-11 1 BERNADETTE O'TOOLE CPA P00229258 2156433900 2012 2016-02-24 21:20:13Z EDWIN C THOMAS III 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 15475717 0 X WWW.ASBURY.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 13 79 14 -54840 -54840 0 0 7378295 8754973 1737950 850755 0 0 9116245 9605728 0 0 0 0 8877591 9478631 0 0 0 3429378 3421501 12306969 12900132 -3190724 -3294404 38710681 38945413 15161738 14187200 23548943 24758213 X THE MISSION OF ASBURY COMMUNITIES 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 11613997 8754973 PROVIDED ADMINISTRATIVE AND MANAGEMENT SERVICES TO SUPPORTED ORGANIZATIONS LOCATED IN PENNSYLVANIA, OKLAHOMA AND MARYLAND. THESE SUPPORTED ORGANIZATIONS ARE CONTINUING CARE RETIREMENT COMMUNITIES WHICH INCLUDE RESIDENTIAL LIVING UNITS FOR THE AGED, ASSISTED LIVING UNITS AND SKILLED NURSING FACILITIES. IN ADDITION, ASBURY COMMUNITIES, INC. PROVIDES MANAGEMENT SERVICES TO ASBURY COMMUNITIES HCBS, INC. WHICH PROVIDES HOME CARE SERVICES FOR THE AGED. ALL OF THE SUPPORTED ORGANIZATIONS ARE NOT FOR PROFIT 501(C) (3) TAX EXEMPT ORGANIZATIONS. A PORTION OF THE $8.7M ASBURY COMMUNITIES REVENUE IS FOR MANAGEMENT SERVICES CONTRACTED TO AND PAID FOR BY THE ASBURY GROUP, INC., A WHOLLY OWNED SUBSIDIARY OF ASBURY COMMUNITIES, INC. 11613997 1 0 0 1 0 0 0 0 0 0 1 0 0 1 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 X 314 0 79 1 1 1 1 OC 0 0 0 0 0 0 0 0 X 15 13 1 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X X X MICHAEL CONNELL CFO 3012502100 20030 CENTURY BLVD STE 300 GERMANTOWN MD 20874 X ELLEN M GOITA 1.00 X X 0 0 0 DR ROBERT BURKE 1.00 X X 0 0 0 LLOYD B HARRISON 1.00 X 0 0 0 ROBERT BOYD 1.00 X 0 0 0 JEFFREY ERNICO 1.00 X 0 0 0 PATRICIA NEUMAN 1.00 X 0 0 0 PHILIP T GOLDSTEIN 1.00 X 0 0 0 MEARLE L GRIFFITH 1.00 X 0 0 0 ROCHELLE L KROWINSKI 1.00 X 0 0 0 NANCY ORTMEYER KUHN 1.00 X 0 0 0 CAROLYN STAMATKIS 1.00 X 0 0 0 HENRY TRENTMAN 1.00 X 0 0 0 THOMAS W ALLEN DO 1.00 X 0 0 0 CAROL BRYDEN MOORE 1.00 X 0 0 0 JIM RUTH 1.00 X 0 0 0 LOWELL STARLING 1.00 X 0 0 0 EDWIN C THOMAS III 60.00 6.00 X 561009 0 19841 PEGGY CRESPI KAPLAN 60.00 6.00 X 331391 0 17462 ANDREW JOSEPH 50.00 6.00 X 201828 0 18077 DOUG LEIDIG 60.00 6.00 X 382761 0 19841 BRAD REYNOLDS 50.00 6.00 X 258061 0 19563 MICHAEL CONNELL 60.00 6.00 X 324274 0 19841 KIM EHRENFRIED 60.00 6.00 X 173777 0 17318 SUE DACAMARA 60.00 6.00 X 309061 0 17462 ANN E GILLESPIE 60.00 6.00 X 332790 0 19841 CHIP BURNS 6.00 60.00 X 0 354441 19841 DOUG FLEEGLE 50.00 6.00 X 137422 0 16455 KENNETH NOREEN 50.00 X 371596 0 2537 MEREDITH BOYLE 60.00 X 469747 0 19841 MICHAEL L REYNOLDS 40.00 X 224766 0 18697 CATHY RITTER 50.00 X 217692 0 18068 RHONDA TERANTO 50.00 X 183441 0 17398 4479616 354441 282083 27 0 1 0 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 WELLNESS PROGRAM 374869 ULTIMATE SOFTWARE GROUP INC 1485 NORTH PARK DRIVE WESTON FL 33326 PAYROLL SERVICES 258389 DUGGAN & ASSOCIATES 24536 FOSSEN ROAD DAMASCUS MD 20872 LEADERSHIP TRAINING & DEVELOPMENT 164465 VARSITYPAVONE INC 5321 JAYCEE AVE HARRISBURG PA 17112 CORPORATE BRAND DEVELOPMENT 119524 COVENANT SOLUTIONS 5700 OLD ORCHARD ROAD SKOKIE IL 60077 MASTER PLANNING SERVICES 118220 7 MANAGEMENT FEES 541610 8754973 8754973 8754973 798733 -54840 853573 5922011 5869989 52022 52022 52022 9605728 8754973 -54840 905595 3198075 2617225 580850 5316282 5250493 65789 122146 122146 396033 310747 85286 446095 426319 19776 106670 104792 1878 304986 304986 903287 727967 175320 537233 537233 806242 730210 76032 28849 28849 1884 1884 239356 228369 10987 1706 1706 224508 224508 14139 13759 380 DUES AND SUBSCRIPTIONS 89319 70743 18576 EDUCATION AND TRAINING 32146 29326 2820 REPAIRS AND MAINTENANCE 13292 13292 BOOKS AND PERIODICALS 7730 7493 237 110154 86458 23696 12900132 11613997 1286135 0 1865327 288722 105737 124089 1218530 626994 613194 591536 21159528 26415074 240128 120875 14726767 11405117 38710681 38945413 14981017 14020286 180721 166914 15161738 14187200 X 23548943 24758213 23548943 24758213 38710681 38945413 X -3294404 1467822 3035852 X X 0 1 X 1 0 X X X X 0 0 0 ASBURY ATLANTIC INC 520607956 09 1 1 1 0 ASBURY SOLOMONS INC 521862675 09 1 1 1 0 INVERNESS VILLAGE 731539802 09 1 1 1 0 ACOMM HCBS INC 450634490 09 1 1 1 0 4 0 SCHEDULE A, PART IV, SUPPLEMENTAL INFORMATION: SCHEDULE A, PART I, LINE 11H, COLUMN VII: ASBURY COMMUNITIES, INC. PROVIDES SUPPORT THROUGH ITS EXECUTIVE MANAGEMENT FUNCTIONS AS WELL AS POLICY AND OVERALL GUIDANCE TO ITS SUPPORTED ORGANIZATIONS, ASBURY ATLANTIC, INC., ASBURY-SOLOMONS, INC., INVERNESS VILLAGE, AND ASBURY COMMUNITIES HCBS, INC. THESE SERVICES INCLUDE FINANCE, LEGAL, ACCOUNTING, HUMAN RESOURCES, COMMUNICATIONS, INFORMATION TECHNOLOGY, GOVERNANCE SUPPORT AND MARKETING SUPPORT TO THE SUPPORTED ORGANIZATIONS NOTED ABOVE. FOR THE PURPOSE OF SCHEDULE A PART I LINE 11H(VII), THE AMOUNT OF SUPPORT HAS NOT BEEN ATTRIBUTED TO ANY OF THE INDIVIDUAL SUPPORTED ORGANIZATIONS. HOWEVER, THE ORGANIZATION DOES BELIEVE THE AMOUNT OF SUPPORT PROVIDED TO THESE ENTITIES IS $12,255,635. ALSO INCLUDED IN TOTAL EXPENSES IS $644,497 OF SUPPORT PROVIDED TO THE ASBURY GROUP, INC. FOR WHICH ASBURY COMMUNITIES IS REIMBURSED. THE TOTAL OF THESE AMOUNTS EQUALS $12,900,132 - TOTAL EXPENSES REPORTED IN PART IX IN THE FORM 990. 0 0 0 0 0 0 0 0 1 15224 15224 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: HIRED ATTORNEY TO WORK WITH OUR STATE ASSOCIATION ON THEIR LEGISLATIVE INITIATIVES. 1218530 626994 591536 591536 DUE FROM AFFILIATES 8743753 DEPOSITS 390465 OTHER RECEIVABLES 56695 DUE FROM THE ASBURY GROUP, INC. 663705 DUE FROM ASBURY COMMUNITIES HCBS, INC. 258883 INVESTMENT IN THE ASBURY GROUP, INC. 1291616 11405117 X 11073550 1467822 1467822 9605728 0 9605728 12900132 0 12900132 0 12900132 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: ASBURY COMMUNITIES AND AFFILIATES, EXCEPT THE ASBURY GROUP, INC. (TAG), ARE 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. TAG IS ORGANIZED AS A FOR-PROFIT ENTITY AND IS SUBJECT TO FEDERAL AND STATE INCOME TAXES. INCOME TAXES FOR TAG ARE RECORDED AS DEFERRED TAX ASSETS AND LIABILITIES IN THE ACCOMPANYING CONSOLIDATED BALANCE SHEETS TO REFLECT TEMPORARY BOOK AND TAX DIFFERENCES. THE COMPANY HAS IMPLEMENTED PROCESSES TO ENSURE COMPLIANCE WITH THE INTERNAL REVENUE SERVICE INTERMEDIATE SANCTIONS PROVISIONS FOR ALL ITS SUPPORTED ORGANIZATIONS, INCLUDING THE COMPANY. THIS INCLUDES AN INDEPENDENT REVIEW BY THE BOARD'S COMPENSATION COMMITTEE AND EXECUTIVE 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 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 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. X X X X X X 1 0 0 0 0 0 0 1 0 EDWIN C THOMAS III 523801 0 35000 0 2208 0 7500 0 12341 0 580850 0 0 0 PEGGY CRESPI KAPLAN 302827 0 25000 0 3564 0 7500 0 9962 0 348853 0 0 0 ANDREW JOSEPH 191198 0 10000 0 630 0 5736 0 12341 0 219905 0 0 0 DOUG LEIDIG 351951 0 30000 0 810 0 7500 0 12341 0 402602 0 0 0 BRAD REYNOLDS 240744 0 15000 0 2317 0 7222 0 12341 0 277624 0 0 0 MICHAEL CONNELL 298734 0 25000 0 540 0 7500 0 12341 0 344115 0 0 0 KIM EHRENFRIED 165913 0 7500 0 364 0 4977 0 12341 0 191095 0 0 0 SUE DACAMARA 281739 0 25000 0 2322 0 7500 0 9962 0 326523 0 0 0 ANN E GILLESPIE 319335 0 13455 0 0 0 7500 0 12341 0 352631 0 0 0 CHIP BURNS 0 282119 0 70000 0 2322 0 7500 0 12341 0 374282 0 0 DOUG FLEEGLE 137132 0 0 0 290 0 4114 0 12341 0 153877 0 0 0 KENNETH NOREEN 371596 0 0 0 0 0 2537 0 0 0 374133 0 0 0 MEREDITH BOYLE 312425 0 155000 0 2322 0 7500 0 12341 0 489588 0 0 0 MICHAEL L REYNOLDS 211877 0 7000 0 5889 0 6356 0 12341 0 243463 0 0 0 CATHY RITTER 190910 0 25000 0 1782 0 5727 0 12341 0 235760 0 0 0 RHONDA TERANTO 168582 0 14000 0 859 0 5057 0 12341 0 200839 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 KEN NOREEN RECEIVED $287,027 SEVERANCE PAYMENT 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. FORM 990, PART I, LINE 6 ON THE PART I SUMMARY, LINE 6, WE HAVE LISTED 14 TOTAL VOLUNTEERS. THESE ARE OUR OUTSIDE BOARD OF DIRECTORS THAT DONATE THEIR TIME AND EXPERIENCE. THESE DIRECTORS ARE VOLUNTEERS THAT PERFORM AN INDEPENDENT, OBJECTIVE FUNCTION, KEEPING AN EYE ON THE ORGANIZATION'S STRUCTURE, FINANCES, AND THE RESULTS OF THE CARE AND SERVICES WE DELIVER. FORM 990, PART I, LINE 4 ON PAGE 1, PART 1 SUMMARY, LINE 4 WE HAVE REPORTED 13 INDEPENDENT VOTING MEMBERS OF THE GOVERNING BODY. THE NON-INDEPENDENT BOARD MEMBERS CONSIST OF ONE EMPLOYEE OF ASBURY AND ONE RESIDENT OF BETHANY VILLAGE. COMMUNITY BENEFIT STATEMENT: FORM 990, PART III, LINE 4 ASBURY COMMUNITIES, INC. DIVIDES ITS COMMUNITY BENEFIT ACTIVITIES INTO FOUR CATEGORIES: BENEVOLENT CARE, TRAINING THE NEXT GENERATION OF LEADERS AND PROFESSIONALS FOR SENIOR SERVICES, SUPPORTING OTHER LOCAL SENIOR SERVICES, AND GOING GREEN AND SUSTAINABLE. ASSOCIATES IN THE ASBURY COMMUNITIES CORPORATE OFFICE DONATED SUPERMARKET GIFT CARDS, EMERGENCY SUPPLIES SUCH AS FIRST-AID KITS AND FLASHLIGHTS TO RESIDENTS OF FOREST OAK TOWERS, A LOW-INCOME SENIOR APARTMENT COMPLEX LOCATED IN MONTGOMERY COUNTY. IN AUGUST 2012, ASBURY'S CORPORATE OFFICE WORKED IN CONJUNCTION WITH THE WILSON HEALTH CARE CENTER AT ASBURY METHODIST VILLAGE TO COLLECT SCHOOL SUPPLIES AND BACKPACKS FOR STUDENTS AT SUMMIT HALL ELEMENTARY SCHOOL IN GAITHERSBURG. IN ALL, THE OFFICE CONTRIBUTED MORE THAN $500 IN SUPPLIES AND CASH TO THE DRIVE. ASBURY COMMUNITIES, INC. WAS ACTIVELY INVOLVED WITH LEADING AGE, AN ASSOCIATION OF NOT- FOR- PROFIT SENIOR SERVICES. A VICE PRESIDENT PERFORMED 24 HOURS OF LEADING AGE BOARD WORK. TWO VICE PRESIDENTS PRESENTED AT THE LEADING AGE CONFERENCE. ADDITIONALLY, AN EMPLOYEE OF ASBURY COMMUNITIES, INC. SERVED ON THE AUDIT COMMITTEE OF LEADING AGE. THE PRESIDENT/CEO OF ASBURY COMMUNITIES, INC. IS A DIRECTOR ON THE BOARD OF THE UNITED METHODIST ASSOCIATION. ADDITIONALLY, HE WAS CHAIR OF THE OLDER ADULT MINISTRIES SECTION UNTIL MARCH 2012. THE VICE PRESIDENT/CFO OF ASBURY COMMUNITIES, INC. SERVES ON THE FINANCIAL ADVISORY PANEL FOR CARF INTERNATIONAL, A NONPROFIT ACCREDITOR OF HEALTH AND HUMAN SERVICES. FORM 990, PART V, LINE 4B ON PART V, STATEMENTS REGARDING OTHER IRS FILINGS AND TAX COMPLIANCE, LINE 4B, "OTHER COUNTRY" IS LISTED AS THE NAME OF THE FOREIGN COUNTRY THAT HAD A FINANCIAL ACCOUNT THAT ASBURY COMMUNITIES, INC. HAD AN INTEREST IN, OR SIGNATURE AUTHORITY OVER. THE "OTHER COUNTRY" IS ACTUALLY THE CHANNEL ISLANDS, HOWEVER, THERE ARE LIMITATIONS TO THE TAX PREPARATION SOFTWARE WHICH CAN ONLY DISPLAY THIS AS "OTHER COUNTRY". 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 2 DIRECTOR PROVIDES INVESTMENT ADVISORY SERVICES TO THE PRESIDENT/CEO AT AN ARMS LENGTH TRANSACTION BASIS. 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 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 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) 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 PROCESS WAS LAST REVIEWED IN 2012. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON OUR WEBSITE. FORM 990, PART VII, SECTION A THE COMPENSATION OF ASBURY COMMUNITIES' OFFICERS AND KEY EMPLOYEES AS SHOWN ON THE FORM 990, PART VII, SECTION A, NOT ONLY RELATES TO THEIR RESPONSIBILITIES AT ASBURY COMMUNITIES, INC. BUT ALSO REFLECTS THEIR RESPONSIBILITY TO PROVIDE EXECUTIVE MANAGEMENT FUNCTIONS, AS WELL AS POLICY AND OVERALL GUIDANCE TO ITS SUPPORTED ORGANIZATIONS. THESE ORGANIZATIONS INCLUDE ASBURY ATLANTIC, INC., ASBURY-SOLOMONS, INC., INVERNESS VILLAGE, AN OKLAHOMA NOT-FOR-PROFIT CORPORATION AND ASBURY COMMUNITIES HCBS, INC. ASBURY COMMUNITIES, INC., THE SUPPORTING PARENT COMPANY ALONE, HAD 72 EMPLOYEES AS OF 12/31/2012. THE FORM 990, PART VII, SECTION A, HAS 27 INDIVIDUALS EARNING $100,000 OR MORE. ASBURY HAS A HIGH PERCENTAGE OF HIGHLY COMPENSATED INDIVIDUALS SINCE THESE SUPPORT POSITIONS ARE NOT STAFFED AT THE AFFILIATE LEVEL. THESE ASBURY COMMUNITIES, INC. EXECUTIVES PROVIDE GUIDANCE AND SUPPORT FOR ALL OF OUR SUPPORTED ORGANIZATIONS WHICH HAVE OVER 1,900 TOTAL EMPLOYEES. 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: TRANSFERS FROM AFFILIATES 3,035,852. FORM 990, PART XII, LINE 2C THE ORGANIZATION HAS NOT MADE ANY CHANGES TO ITS OVERSIGHT OR SELECTION PROCESS FROM THE PRIOR YEAR. ASBURY ATLANTIC INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 520607956 HOUSING AND HEALTHCARE FOR OLDER ADULTS MD 501(C)(3) 9 ASBURY COMMUNITIES INC 1 INVERNESS VILLAGE 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 731539802 HOUSING AND HEALTHCARE FOR OLDER ADULTS MD 501(C)(3) 9 ASBURY COMMUNITIES INC 1 ASBURY SOLOMONS INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 521862675 HOUSING AND HEALTHCARE FOR OLDER ADULTS MD 501(C)(3) 9 ASBURY COMMUNITIES INC 1 ASBURY FOUNDATION INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 521862674 RAISING FUNDS FOR CHARITY CARE MD 501(C)(3) 11 ASBURY COMMUNITIES INC 1 AFFILIATED ASSOCIATES INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 510426078 EMPLOYEE PAYMASTER COMPANY MD 501(C)(3) 11 ASBURY COMMUNITIES INC 1 ASBURY COMMUNITIES HCBS INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 450634490 HOME CARE FOR OLDER ADULTS MD 501(C)(3) 9 ASBURY COMMUNITIES INC 1 THE ASBURY GROUP INC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 205038820 MGT SVCS DE ASBURY COMMUNITIES INC C -427665 2899445 1.00000 1 TAG MARKETING LLC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 262896006 MARKETING SVCS DE ASBURY COMMUNITIES INC C 1.00000 1 THE ASBURY GROUP INTEGRATED TECHNOLOGIES LLC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 262896175 TECH & CONSLT SVCS DE ASBURY COMMUNITIES INC C 1.00000 1 0 0 0 1 1 0 0 0 0 0 0 1 1 1 0 0 0 1 1 ASBURY ATLANTIC S 3013774 ACCRUAL BASIS ASBURY SOLOMONS S 622078 ACCRUAL BASIS ASBURY ATLANTIC L 6209659 ACCRUAL BASIS ASBURY SOLOMONS L 897710 ACCRUAL BASIS INVERNESS VILLAGE L 677500 ACCRUAL BASIS DUE TO ASBURY ATLANTIC E 9210766 ACCRUAL BASIS DUE TO ASBURY FOUNDATION E 8360441 ACCRUAL BASIS DUE FROM ASBURY SOLOMONS D 4855921 ACCRUAL BASIS DUE FROM ASBURY GROUP INC D 664433 ACCRUAL BASIS DUE FROM ASBURY COMMUNITIES HCBS INC D 486395 ACCRUAL BASIS DUE FROM INVERNESS VILLAGE D 21230800 ACCRUAL BASIS THE ASBURY GROUP INC M 161 ACCRUAL BASIS THE ASBURY GROUP INC M 4353228 ACCRUAL BASIS TRANSFER TO INVERNESS VILLAGE R 600000 ACCRUAL BASIS FORM 990, PART V, LINE 1R ASBURY COMMUNITIES, INC. SERVES AS THIS OBLIGATED GROUP AGENT FOR THE MARYLAND AND NON-MARYLAND (PENNSYLVANIA) OBLIGATED GROUPS AND IN THAT CAPACITY TRANSFERS FUNDS TO AND FROM MEMBERS OF THOSE OBLIGATED GROUPS TO ASBURY COMMUNITIES FOR STRATEGIC PURPOSES WITH CONSIDERATION OF THE OPERATING SUPPORT AGREEMENTS. ASBURY COMMUNITIES, INC. ALSO SERVES AS THE OBLIGATED GROUP AGENT FOR THE OKLAHOMA BONDS.