2012-11-08T15:09:57-06:00 2011-12-31 410746749 CLIFTONLARSONALLEN LLP 610 WGERMANTOWN PIKESTE 400 PLYMOUTH MTG PA 19462 990 2011-01-01 521862677 ASBURY COMMUNITIES INC ASBU 3012502100 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 KIM EHRENFRIED 3012502100 2012-11-08 1 BERNADETTE O'TOOLE CPA P00229258 2156433900 2011 2016-02-24 21:20:13Z EDWIN C THOMAS III 20030 CENTURY BLVD NO 300 GERMANTOWN MD 208741112 16676277 0 X WWW.ASBURY.ORG X 1994 MD CREATING SERVICES FOR SENIORS THAT ENHANCE THE VALUE OF THE ENTIRE SPAN OF LIFE. THE ORGANIZATION'S PURPOSE IS TO PROVIDE MANAGEMENT SERVICES TO SUPPORTED ORGANIZATIONS, WHICH PROVIDE HOUSING AND HEALTHCARE TO SENIORS IN A FINANCIALLY SECURE ENVIRONMENT. 14 12 70 14 16092 0 0 0 7104439 7378295 1293880 1737950 0 0 8398319 9116245 0 0 0 0 7568750 8877591 0 0 0 2812202 3429378 10380952 12306969 -1982633 -3190724 37653101 38710681 14101839 15161738 23551262 23548943 X ASBURY COMMUNITIES' MISSION IS CREATING SERVICES FOR SENIORS THAT ENHANCE THE VALUE OF THE ENTIRE SPAN OF LIFE. THE ORGANIZATION'S PURPOSE IS TO PROVIDE ADMINISTRATIVE SERVICES TO SUPPORTED ORGANIZATIONS, WHICH PROVIDE HOUSING AND HEALTH CARE TO SENIORS IN A FINANCIALLY SECURE ENVIRONMENT. 0 0 11095951 7378295 PROVIDED 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. WICH 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 $7.3M 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. 11095951 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 275 0 70 1 1 1 1 EI OC 0 0 0 0 0 0 0 0 X 14 12 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 LLOYD B HARRISON 1.00 X X 0 0 0 ELLEN M GOITIA 1.00 X X 0 0 0 DR ROBERT BURKE 1.00 X 0 0 0 ROBERT BOYD 1.00 X 0 0 0 JEFFREY ERNICO 1.00 X 0 0 0 ANN E GILLESPIE 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 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 HENRY TRENTMAN 1.00 X 0 0 0 THOMAS W ALLEN DO 1.00 X 0 0 0 EDWIN C THOMAS III 60.00 X X 534306 0 19212 PEGGY CRESPI KAPLAN 60.00 X 300409 0 18905 ANDREW JOSEPH 50.00 X 195921 0 19895 DOUG LEIDIG 60.00 X 370281 0 19212 BRAD REYNOLDS 50.00 X 242386 0 19212 MICHAEL CONNELL 60.00 X 299129 0 21712 KIM EHRENFRIED 60.00 X 153655 0 18207 SUE DACAMARA 60.00 X 273568 0 16905 KENNETH NOREEN 50.00 X 293545 0 21712 MEREDITH BOYLE 60.00 X 286526 0 19212 MICHAEL L REYNOLDS 40.00 X 216882 0 21043 CATHY RITTER 50.00 X 196048 0 20219 RHONDA TERANTO 50.00 X 175152 0 18322 3537808 0 253768 22 0 1 0 SODEXO INC & AFFILIATES PO BOX 536922 ATLANTA GA 30353 WELLNESS PROGRAM 368272 DUGGAN & ASSOCIATES 24536 FOSSEN ROAD DAMASCUS MD 20872 LEADERSHIP TRAINING & DEVELOPMENT 167662 COVENANT SOLUTIONS 5700 OLD ORCHARD ROAD SKOKIE IL 60077 MASTER PLANNING SERVICES 156049 THE CORRIDOR GROUP 6405 METCALF SUITE 108 OVERLAND PARK KS 66202 CONSULTING SERVICES 101346 4 MANAGEMENT FEES 541610 7378295 7378295 7378295 595032 16092 578940 8702950 7560032 1142918 1142918 1142918 9116245 7378295 16092 1721858 2522915 2327362 195553 5493623 5067809 425814 140293 129490 10803 314496 252540 61956 406264 387062 19202 182434 176347 6087 276999 276999 1074016 848525 225491 509432 509198 234 747152 701101 46051 19852 19852 1912 1791 121 223836 215391 8445 1342 1342 151601 151601 11512 11512 EDUCATION AND TRAINING 48784 46471 2313 DUES AND SUBSCRIPTIONS 48114 34992 13122 REPAIRS AND MAINTENANCE 19208 19105 103 BOOKS AND PERIODICALS 8033 6761 1272 105151 62301 42850 12306969 11095951 1211018 0 1473775 1865327 44671 105737 1015680 402486 484816 613194 16436719 21159528 378677 240128 18834443 14726767 37653101 38710681 13939160 14981017 162679 180721 14101839 15161738 X 23551262 23548943 23551262 23548943 37653101 38710681 X -3190724 3188406 X X 0 1 1 X 0 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. ADDITIONALLY, THE ORGANIZATION PROVIDES 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 $11,406,411. ALSO INCLUDED IN TOTAL EXPENSES IS $900,558 OF SUPPORT PROVIDED TO THE ASBURY GROUP, INC. FOR WHICH ASBURY COMMUNITIES IS REIMBURSED. THE TOTAL OF THESE AMOUNTS EQUALS $12,306,969 - TOTAL EXPENSES REPORTED IN PART IX IN THE FORM 990. 0 0 0 0 0 0 0 0 1 30000 30000 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: HIRED ATTORNEY TO WORK WITH OUR STATE ASSOCIATION ON THEIR LEGISLATIVE INITIATIVES. 1015680 402486 613194 613194 DUE FROM AFFILIATES 12555966 DEPOSITS 306389 OTHER RECEIVABLES 4293 DUE FROM THE ASBURY GROUP, INC. 293761 DUE FROM ASBURY COMMUNITIES HCBS, INC. 274742 INVESTMENT IN THE ASBURY GROUP, INC. 1291616 14726767 9116245 12306969 -3190724 -1780453 4968859 3188406 -2318 7335792 0 7335792 1780453 1780453 9116245 12306969 0 12306969 0 12306969 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: 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 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 2008 TO 2010 ARE OPEN TO EXAMINATION BY FEDERAL, LOCAL, AND STATE AUTHORITIES. PART XI, LINE 8 - OTHER ADJUSTMENTS: TRANSFERS FROM AFFILIATES 4,968,859. PART XII, LINE 4B - OTHER ADJUSTMENTS: UNREALIZED LOSS ON INVESTMENT 1,780,453. X X X X X 0 0 0 0 0 0 0 0 0 EDWIN C THOMAS III 490742 0 40000 0 3564 0 7350 0 11862 0 553518 0 0 0 PEGGY CRESPI KAPLAN 277087 0 20000 0 3322 0 7350 0 11555 0 319314 0 0 0 ANDREW JOSEPH 185521 0 10000 0 400 0 6110 0 13785 0 215816 0 0 0 DOUG LEIDIG 339741 0 30000 0 540 0 7350 0 11862 0 389493 0 0 0 BRAD REYNOLDS 220740 0 20000 0 1646 0 7350 0 11862 0 261598 0 0 0 MICHAEL CONNELL 273614 0 25000 0 515 0 7350 0 14362 0 320841 0 0 0 KIM EHRENFRIED 145843 0 7500 0 312 0 4922 0 13285 0 171862 0 0 0 SUE DACAMARA 246752 0 25000 0 1816 0 7350 0 9555 0 290473 0 0 0 KENNETH NOREEN 291303 0 1000 0 1242 0 7350 0 14362 0 315257 0 0 0 MEREDITH BOYLE 284513 0 0 0 2013 0 7350 0 11862 0 305738 0 0 0 MICHAEL L REYNOLDS 206933 0 7000 0 2949 0 6681 0 14362 0 237925 0 0 0 CATHY RITTER 185518 0 8808 0 1722 0 6328 0 13891 0 216267 0 0 0 RHONDA TERANTO 169325 0 5000 0 827 0 5460 0 12862 0 193474 0 0 0 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. 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. AN EXAMPLE OF TRAINING THE NEXT GENERATION OF LEADERS IS THAT ASBURY COMMUNITIES' CHIEF PEOPLE OFFICER TAUGHT HUMAN RESOURCES MANAGEMENT FOR LICENSED NURSING HOME ADMINISTRATORS FOR THE LICENSED NURSING HOME ADMINISTRATOR COURSE AT OHIO STATE UNIVERSITY THROUGH THEIR FISHER SCHOOL OF BUSINESS FOR LNHA LICENSING GROUP FOR OHIO(BENHA). AN ASBURY VICE PRESIDENT INVOLVED WITH HOLLERAN PROVIDED EDUCATION TO OTHER SENIOR PROVIDERS ON UTILIZING SATISFACTION/EFFECTIVENESS SURVEYS THAT ULTIMATELY IMPROVE SERVICES TO SENIORS. ASBURY'S PRESIDENT & CEO SERVES AS THE CHAIR OF THE UNITED METHODIST ASSOCIATION(UMA) OLDER ADULT MINISTRIES(OAM) COMMITTEE AND SERVES ON THE UMA BOARD OF DIRECTORS. DUTIES INCLUDE MONTHLY BOARD AND OAM EXECUTIVE COMMITTEE CONFERENCE CALLS. ASBURY'S PRESIDENT & CEO AND THE CHIEF LEGAL COUNSEL ALSO ASSISTED THE UMA WITH REVISING THEIR BYLAWS IN 2011.THE UNITED METHODIST ASSOCIATION ASSISTS AGING, CHILDREN, YOUTH AND FAMILY MINISTRIES SERVING THE AGING INCLUDING THE EAGLE COMMISSION WHICH IS A SELF-IMPROVEMENT ACCREDITATION PROCESS IMPROVING THE LIVES OF CLIENTS AND RESIDENTS OF HEALTH AND WELFARE MINISTRIES. IN ADDITION, ASSOCIATES IN THE ASBURY COMMUNITIES CORPORATE OFFICE DONATED FOOD AND STAPLE ITEMS FOR THOSE THAT HAD BEEN AFFECTED BY THE TORNADO IN THE JOPLIN, MO, AREA. FINALLY, IN DECEMBER 2011, ASSOCIATES COLLECTED FOOD, CLOTHING AND HOME ITEMS FOR THE GAITHERSBURG, MD AREA MANNA FOOD BANK AND THE SALVATION ARMY. FORM 990, PART V, LINE 4B ON PART V, STATEMENTS REGARDING OTHER IRS FILINGS AND TAX COMPLIANCE, LINE 4B, "IRELAND, 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 BYLAWS CHANGES IN 2011. INSTEAD OF APPOINTING ONLY A CHAIR TO PRESIDE OVER BOARD MEETINGS, BOTH A CHAIR AND VICE CHAIRMAN WILL NOW BE APPOINTED. DUTIES FORMERLY HELD BY INVESTMENT COMMITTEE ARE NOW HELD BY THE FINANCE COMMITTEE. THERE IS NO LONGER A SYSTEM COMMITTEE KNOWN AS THE INVESTMENT COMMITTEE OR THE MISSION EXPANSION COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11 ASBURY COMMUNITIES IS THE SOLE MEMBER OF ASBURY ATLANTIC, 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. ASBURY RECORDED THE OCTOBER 17TH AUDIT COMMITTEE MEETING REVIEW OF THE ASBURY COMMUNITIES, INC. (ACOMM) DRAFT 990 VIA THE 1-800 CONFERENCE LINE. THE ACOMM, FOUNDATION, ASBURY ATLANTIC, ASBURY SOLOMONS, AND INVERNESS VILLAGE BOARD OF DIRECTORS WERE CONTACTED VIA EMAIL THAT THE DRAFT FORM 990S WERE OUT ON BOARDLINK AND PROVIDED THE LINK TO THE RECORDING OF THE AUDIT COMMITTEE MEETING IF BOARD MEMBERS CHOSE TO LISTEN TO THE MEETING AS THEY REVIEWED ANY OF THE FORM 990S. ALL DIRECTORS MAY POSE QUESTIONS OR ASK FOR CLARIFICATION FROM THE STAFF AND AUDIT COMMITTEE. FORM 990, PART VI, SECTION B, LINE 12C THE ASBURY COMMUNITIES CONFLICT OF INTEREST POLICY WAS APPROVED BY THE BOARD OF DIRECTORS. THE ASSISTANT GENERAL COUNSEL IS GENERALLY RESPONSIBLE FOR THE POLICY PROCESS. ALL THE ENTITIES WITHIN THE ASBURY COMMUNITIES GROUP ARE SUBJECT TO THE POLICY. ANNUALLY, THE COMPLIANCE OFFICER CONDUCTS A COMPREHENSIVE CONFLICT DISCLOSURE PROCESS COVERING ALL MEMBERS OF THE GOVERNING BOARDS, SYSTEM WIDE COMMITTEES, AND INDIVIDUALS IN MANAGEMENT POSITIONS. EACH PERSON COMPLETES A CONFLICT DISCLOSURE FORM AND IS ADVISED OF THEIR FIDUCIARY OBLIGATIONS. THE COMPLIANCE OFFICER ANALYZES ALL DISCLOSURE FORMS FOR POTENTIAL CONFLICTS, AND PREPARES A REPORT FOR THE SYSTEM-WIDE AUDIT COMMITTEE. A SUMMARY IS THEN PRESENTED TO THE BOARD OF DIRECTORS AT THE ANNUAL MEETING. 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 EACH 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 RECOMMENDATIONS REGARDING SALARIES AND BENEFITS. THE EXECUTIVE COMMITTEE OF ASBURY COMMUNITIES ULTIMATELY REVIEWS/APPROVES/ AND OR ADJUSTS RECOMMENDATIONS FROM THE SYSTEM WIDE COMPENSATION COMMITTEE AND SETS COMPENSATION. 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 64 EMPLOYEES AS OF 12/31/2011. THE FORM 990, PART VII, SECTION A, HAS 22 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 2011 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES OF $171.8 MILLION AND TOTAL ASSETS IN EXCESS OF $542 MILLION. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -1,780,453. TRANSFERS FROM AFFILIATES 4,968,859. TOTAL TO FORM 990, PART XI, LINE 5: 3,188,406. FORM 990, PART XII, LINE 2C THE ORGANIZATION HAS NOT MADE ANY CHANGES TO ITS OVERSIGHT OR SELECTION PROCESS FROM THE PRIOR YEAR. FORM 990, PART IV, LINE 28C MORGAN STANLEY SMITH BARNEY SERVES AS INVESTMENT ADVISORS TO THE ASBURY COMMUNITIES, INC. 401(K) PLAN. THE "GROUP" AT MORGAN STANLEY WHICH IS SERVING AS THE INVESTMENT ADVISOR IS HEADED BY A FORMER ASBURY COMMUNITIES BOARD MEMBER AND A CURRENT MEMBER OF THE FINANCE COMMITTEE. ALSO IN THE GROUP IS THE VICE CHAIR OF THE ASBURY ATLANTIC BOARD OF DIRECTORS. THE GROUP WAS SELECTED THROUGH A COMPETITIVE BID AND INTERVIEW PROCESS. 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 WESLEY AFFILIATED SERVFOUNDATION INC (DISSOLVED 0111 2011) 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 251871878 RAISING FUNDS FOR CHARITY CARE PA 501(C)(3) 11 N/A 0 INVERNESS VILLAGE 2516 EAST 71ST STREET TULSA OK 74136 731539802 HOUSING AND HEALTHCARE FOR OLDER ADULTS OK 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 0 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 TECH & MGT SVCS DE ASBURY COMMUNITIES INC C 1.00000 TAG MARKETING LLC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 262896006 MARKETING SRVCS DE ASBURY COMMUNITIES INC C 1.00000 THE ASBURY GROUP INTEGRATED TECHNOLOGIES LLC 20030 CENTURY BOULEVARD GERMANTOWN MD 20874 262896175 INFO & CNSLT SVCS DE ASBURY COMMUNITIES INC C 1.00000 0 0 0 1 1 0 0 0 0 0 1 1 1 0 0 0 0 1 ASBURY ATLANTIC R 4336577 ACCRUAL BASIS ASBURY SOLOMONS R 632282 ACCRUAL BASIS ASBURY ATLANTIC K 4790331 ACCRUAL BASIS ASBURY SOLOMONS K 678325 ACCRUAL BASIS INVERNESS VILLAGE K 694442 ACCRUAL BASIS DUE TO ASBURY ATLANTIC E 6041344 ACCRUAL BASIS DUE TO ASBURY FOUNDATION E 9161507 ACCRUAL BASIS DUE FROM ASBURY SOLOMONS D 7291096 ACCRUAL BASIS DUE FROM INVERNESS VILLAGE D 20467723 ACCRUAL BASIS DUE FROM ASBURY GROUP INC D 293759 ACCRUAL BASIS DUE FROM ASBURY COMMUNITIES HCBS INC D 274742 ACCRUAL BASIS THE ASBURY GROUP INC L 4116016 ACCRUAL BASIS THE ASBURY GROUP INC L 445 ACCRUAL BASIS FORM 990, PART V, LINE 1R ASBURY COMMUNITIES, INC. SERVES AS THE 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.