2021-11-04T16:22:01-05:00 2020-12-31 410746749 CLIFTONLARSONALLEN LLP 227 WEST TRADE STREET SUITE 800 CHARLOTTE NC 28202 990 2020-01-01 521862677 ASBURY COMMUNITIES INC ASBU 3012502100 5285 WESTVIEW DRIVE NO 200 FREDERICK MD 21703 ANDREW JEANNERET TREASURER 3012502100 2021-11-03 1 ANDREW JEANNERET XXX-XX-XXXX JOHN NORMAN P01506766 7049985200 2021-11-03 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z DOUG LEIDIG 5285 WESTVIEW DRIVE NO 200 FREDERICK MD 21703 34023768 0 X WWW.ASBURY.ORG X 1994 MD TO DO ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. 10 0 77 0 -3956 0 0 0 9728753 12018125 1089472 845797 0 0 10818225 12863922 0 0 0 0 11167854 13170381 0 0 0 6075859 5535529 17243713 18705910 -6425488 -5841988 54831846 47159908 74695510 71956276 -19863664 -24796368 X OUR MISSION IS TO DO ALL THE GOOD WE CAN BY PROVIDING EXCEPTIONAL LIFESTYLE OPPORTUNITIES TO THOSE WE SERVE. CONTINUED ON SCHEDULE OAS THE NOT-FOR-PROFIT PARENT OF THE ASBURY SYSTEM, WE GUIDE OUR COMMUNITIES AND AFFILIATED ORGANIZATIONS IN PROVIDING THE BEST POSSIBLE EXPERIENCE FOR THE OLDER ADULTS WE SERVE, AS WELL AS FAMILIES, EMPLOYEES, VOLUNTEERS AND PARTNERS. 0 0 12143291 12018125 ASBURY COMMUNITIES, INC. ("ASBURY") IS A TAX-EXEMPT, NOT-FOR-PROFIT, SUPPORTING ORGANIZATION PURSUANT TO 501(C)(3) & 509(A)(3) OF THE INTERNAL REVENUE CODE. ASBURY PROVIDES DEFINED BUSINESS, ADMINISTRATIVE, AND OPERATIONAL SUPPORT TO A SYSTEM OF 501(C)(3) TAX-EXEMPT, NOT-FOR-PROFIT SUPPORTED ORGANIZATIONS THAT PROVIDE RESIDENTIAL LIVING AND HEALTH CARE SERVICES TO THE AGED. BEYOND RESIDENTIAL HOUSING FOR THE AGED, THE SUPPORTED ORGANIZATIONS ALSO PROVIDE ASSISTED LIVING, SKILLED NURSING, LONG TERM CARE, PACE (LIFE) PROGRAMMING, REHABILITATION, PHARMACY, HOME HEALTH AND HOME CARE SERVICES PURSUANT TO THEIR RESPECTIVE NOT-FOR-PROFIT MISSIONS. 12143291 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 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 0 0 0 1 301 0 77 0 0 0 0 0 0 0 0 0 0 0 0 0 X 10 0 0 0 1 0 0 0 0 1 0 0 0 1 1 1 1 1 1 1 1 0 X X ANDREW JEANNERET CFO 3012502100 5285 WESTVIEW DRIVE 200 FREDERICK MD 21703 X LARRY PARKS CHAIR 6.00 0.00 X X 13500 0 0 CAROLYN STAMATAKIS VICE CHAIR 4.00 0.00 X X 11250 0 0 NELLIE WARD COLE DIRECTOR 3.00 0.00 X 11250 0 0 R SCOTT COOLIDGE DIRECTOR 3.00 0.00 X 11250 0 0 JEFFREY ERNICO DIRECTOR 3.00 0.00 X 11250 0 0 JULIE GILBERT DIRECTOR 3.00 0.00 X 11250 0 0 LOUIS GRAMMES DIRECTOR 2.00 0.00 X 7500 0 0 RICHARD SHUMAN DIRECTOR 2.00 0.00 X 6000 0 0 C ERIC WINZER DIRECTOR 3.00 0.00 X 11250 0 0 DOUG LEIDIG PRESIDENT/EX-OFFICIO 56.00 4.00 X X 675264 0 22952 ANDREW JOSEPH GENERAL COUNSEL/SECRETARY 52.00 8.00 X 329051 0 26344 ANDREW JEANNERET CFO/TREASURER 53.00 7.00 X 458171 0 26341 SUE DACAMARA COO/ASST. SECRETARY 53.00 7.00 X 488597 0 25532 MANNY OCASIO COLON CHRO/ASST. SECRETARY 57.00 3.00 X 322503 0 23656 TODD ANDREWS CHIEF OFFICER 50.00 0.00 X 255968 0 12715 HENRY R MOEHRING VICE PRESIDENT 50.00 0.00 X 312262 0 23657 ROBIN STERN REGIONAL VP OPERATIONS 50.00 0.00 X 266874 0 20166 SANDRA H LAWSON CHIEF GROWTH OFFICER 50.00 0.00 X 591329 0 20165 MICHAEL REYNOLDS DIRECTOR 50.00 0.00 X 277181 0 25359 KIMBERLY EHRENFRIED VICE PRESIDENT/CONTROLLER 59.00 1.00 X 236747 0 23776 RHONDA TERANTO VP FINANCIAL STRATEGIES 50.00 0.00 X 236416 0 21176 CLAUDE MARGOT VICE PRESIDENT 50.00 0.00 X 233664 0 21640 JONATHAN B MORRISON DIRECTOR 50.00 0.00 X 207322 0 23060 4985849 0 316539 35 0 1 0 CLIFTONLARSONALLEN LLP PO BOX 829702 PHILADELPHIA PA 191829702 ACCOUNTING/AUDIT FIRM 283616 DLA PIPER LLP PO BOX 75190 BALTIMORE MD 21275 LAW FIRM 219114 CORE BTS INC PO BOX 774419 4419 SOLUTIONS CENTE CHICAGO IL 660774004 IT SOFTWARE/HARDWARE SERVICES 217570 SULLIVANCOTTER INC 62272 COLLECTIONS CENTER DRIVE CHICAGO IL 606930622 COMPENSATION SERVICES 179530 RELIAS LLC PO BOX 74008620 CHICAGO IL 606748620 TRAINING MATERIALS 156800 11 MANAGEMENT FEES 541610 12018125 12018125 12018125 1245736 -3956 1249692 20759907 21159846 -399939 -399939 -399939 12863922 12018125 -3956 849753 4030544 2821381 1209163 7311870 5527926 1783944 629164 476402 152762 609644 539120 70524 589159 509287 79872 1158415 1158415 383712 306728 76984 88599 88599 159468 154796 4672 99030 92530 6500 516000 130797 385203 369186 345638 23548 133346 109734 23612 234595 234595 748857 748857 46827 46827 CONSULTING FEES 822899 455398 367501 BOARD RELATED EXPENSES 346324 346324 DUES AND SUBSCRIPTIONS 161448 75589 85859 RECRUITING/TRAINING 145648 139837 5811 121175 88107 33068 18705910 12143291 6562619 0 13110606 5238240 332952 2342787 5057836 3084657 2459362 1973179 33083241 32042576 5845685 5563126 54831846 47159908 20826820 21814811 657935 53868690 49483530 74695510 71956276 X -19863664 -24796368 -19863664 -24796368 54831846 47159908 X -5841988 3622699 -2713415 X X 0 1 X 1 0 X X X 6 ASBURY ATLANTIC INC 520607956 10 1 0 0 ASBURY COMMUNITIES HCBS INC 450634490 10 1 0 0 ASBURY FOUNDATION INC 521862674 7 1 0 0 ASBURY INC 620630670 10 1 0 0 BETHANY DEVELOPMENT CORPORATION 232078064 10 0 0 0 ALBRIGHT CARE SERVICES 231887138 10 1 0 0 6 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 SCHEDULE A, PART I, LINE 12G, COLUMN VI ASBURY COMMUNITIES, INC. PROVIDES SPECIFIC BUSINESS AND OPERATIONAL SERVICES AS WELL AS POLICY AND GUIDANCE TO ITS SUPPORTED ORGANIZATIONS, ASBURY ATLANTIC, INC., ASBURY COMMUNITIES HCBS, INC., ASBURY FOUNDATION, INC., ASBURY, INC., ALBRIGHT CARE SERVICES, AND BETHANY DEVELOPMENT CORPORATION. ASBURY COMMUNITIES, INC. PROVIDES CLINICAL, OPERATIONAL, FINANCE, MARKETING, COMMUNICATIONS, LEGAL, HUMAN RESOURCES, COMPLIANCE, RISK MANAGEMENT, PROJECT DEVELOPMENT, AND STRATEGIC MANAGEMENT SERVICES. ASBURY COMMUNITIES, INC. HAS A SERVICES AGREEMENT WITH ITS SUPPORTED ORGANIZATIONS THAT OUTLINES THE SERVICES PROVIDED. FOR THE PURPOSE OF SCHEDULE A PART I LINE 12G(VI), THE AMOUNT OF OTHER 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 $18,304,776, A PORTION OF WHICH ASBURY COMMUNITIES IS REIMBURSED FOR. ALSO INCLUDED IN TOTAL EXPENSES IS $401,134 OF SUPPORT PROVIDED TO THE ASBURY GROUP, INC. FOR WHICH ASBURY COMMUNITIES IS REIMBURSED. THE TOTAL OF THESE AMOUNTS EQUALS $18,705,910 - TOTAL EXPENSE REPORTED IN PART IX IN THE FORM 990. SCHEDULE A, PART IV, SECTION E, LINE 3A THE ORGANIZATION'S BOARD OF DIRECTORS HAS RESERVED POWERS TO REMOVE AND ELECT DIRECTORS OF THE SUPPORTED ORGANIZATIONS. SCHEDULE A, PART IV, SECTION E, LINE 3B ASBURY COMMUNITIES, INC. PROVIDES CLINICAL, OPERATIONAL, FINANCE, MARKETING, COMMUNICATIONS, LEGAL, HUMAN RESOURCES, COMPLIANCE, RISK MANAGEMENT, PROJECT DEVELOPMENT, AND STRATEGIC MANAGEMENT SERVICES. IN THAT REGARD, THE ORGANIZATION SETS OR PROVIDES SIGNIFICANT INPUT IN THE POLICIES AND PROCEDURES THAT GOVERN THESE FUNCTIONAL AREAS AT THE SUPPORTED ORGANIZATION. ADDITIONALLY, FOR PURPOSES OF EFFICIENCY, CERTAIN ACTIVITIES ARE CENTRALIZED AT THE ORGANIZATION'S HOME OFFICE AND THEREBY GUIDED BY THE POLICIES AND PROCEDURES AS SET BY THE ORGANIZATION. SCHEDULE A, PART IV, SECTION A, LINE 5A: (I) ALBRIGHT CARE SERVICES (II) ON JANUARY 1, 2020, ALBRIGHT CARE SERVICES (ALBRIGHT) BECAME AN AFFILIATE OF THE COMPANY, BY ACOMM SERVING AS THE SUPPORTING ORGANIZATION FOR ALBRIGHT CARE SERVICES. SCHEDULE A, PART IV, SECTION A, LINE 1: ALL SUPPORTED ORGANIZATIONS ARE LISTED IN THE ORGANIZATION'S ARTICLES OF INCORPORATION EXCEPT BETHANY DEVELOPMENT CORP WHICH WAS RECENTLY ADDED AS A SUPPORTED ORGANIZATION. THE ORGANIZATION'S ARTICLES WILL BE AMENDED TO ADD BETHANY DEVELOPMENT CORP. SCHEDULE A, PART IV, SECTION D, LINE 3 THE AUDIT, FINANCE AND INVESTMENT COMMITTEE MAKES RECOMMENDATIONS ON INVESTMENTS AND FINANCIAL MATTERS AND REVIEWS ALL OF THE ASBURY ENTITIES' BUDGETS PRIOR TO BEING PRESENTED TO THE BOARD OF THE SUPPORTING AND/OR SUPPORTED ORGANIZATIONS FOR ACTION. TO DATE THE RECOMMENDATIONS OF THE AUDIT, FINANCE AND INVESTMENT COMMITTEE HAVE BEEN FOLLOWED IN ALL INSTANCES. 395439 78447 316992 4662397 3006210 1656187 1973179 DEPOSITS 893899 INVESTMENT IN THE ASBURY GROUP, INC. 1291616 RIGHT OF USE ASSETS 3377611 5563126 NET DUE TO SUPPORTED ORGANIZATIONS 45473955 LEASES PAYABLE 4009575 49483530 X PART X, LINE 2: ACOMM AND AFFILIATES, EXCEPT THE ASBURY GROUP, INC. (TAG) AND IVA, INC., 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 AS THERE ARE NO UNRELATED TRADES OR BUSINESSES. TAG AND IVA ARE ORGANIZED AS FOR-PROFIT ENTITIES AND ARE SUBJECT TO FEDERAL AND STATE INCOME TAXES. INCOME TAXES FOR TAG AND IVA ARE RECORDED AS DEFERRED TAX ASSETS AND INCLUDED IN OTHER RECEIVABLES AND PREPAID EXPENSES 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 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 COMPENSATION COMMITTEE ALSO HIRES OUTSIDE COUNSEL TO ADVISE THE COMPANY ON COMPLIANCE. 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'S REASSESSMENT OF ITS TAX POSITIONS DID NOT 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. X X X X X X 0 1 0 0 0 1 0 0 0 DOUG LEIDIG PRESIDENT/EX-OFFICIO 508594 0 148028 0 18642 0 14250 0 8702 0 698216 0 0 0 SANDRA H LAWSON CHIEF GROWTH OFFICER 333381 0 0 0 257948 0 14250 0 5915 0 611494 0 257135 0 SUE DACAMARA COO/ASST. SECRETARY 401607 0 84029 0 2961 0 14250 0 11282 0 514129 0 0 0 ANDREW JEANNERET CFO/TREASURER 353529 0 102971 0 1671 0 14250 0 12091 0 484512 0 0 0 ANDREW JOSEPH GENERAL COUNSEL/SECRETARY 278802 0 49566 0 683 0 13502 0 12842 0 355395 0 0 0 MANNY OCASIO COLON CHRO/ASST. SECRETARY 265726 0 56135 0 642 0 11496 0 12160 0 346159 0 0 0 HENRY R MOEHRING VICE PRESIDENT 263925 0 46520 0 1817 0 14080 0 9577 0 335919 0 0 0 MICHAEL REYNOLDS DIRECTOR 245621 0 28608 0 2952 0 13531 0 11828 0 302540 0 0 0 ROBIN STERN REGIONAL VP OPERATIONS 226189 0 39704 0 981 0 11703 0 8463 0 287040 0 0 0 TODD ANDREWS CHIEF OFFICER 236371 0 19237 0 360 0 4089 0 8626 0 268683 0 0 0 KIMBERLY EHRENFRIED VICE PRESIDENT/CONTROLLER 204806 0 31474 0 467 0 10635 0 13141 0 260523 0 0 0 RHONDA TERANTO VP FINANCIAL STRATEGIES 204206 0 30887 0 1323 0 10689 0 10487 0 257592 0 0 0 CLAUDE MARGOT VICE PRESIDENT 200785 0 30381 0 2498 0 9570 0 12070 0 255304 0 0 0 JONATHAN B MORRISON DIRECTOR 189215 0 17320 0 787 0 9958 0 13102 0 230382 0 0 0 PART I, LINE 3 THE COMPENSATION OF THE ORGANIZATION'S CEO AND ALL PERSONS DEEMED POTENTIALLY DISQUALIFIED IS REVIEWED AND RECOMMENDED TO THE BOARD OF ASBURY COMMUNITIES, INC. BY THE COMPENSATION COMMITTEE OF THE BOARD. PART I, LINE 4B THE PRESIDENT, COO, CFO, GENERAL COUNSEL, CHRO AND CHIEF GROWTH OFFICER PARTICIPATE IN A 457(F) PLAN. THERE WAS A PLAN DISTRIBUTION OF $257,135 TO THE CHIEF GROWTH OFFICER IN 2020. THERE WERE NO OTHER PLAN DISTRIBUTIONS. PART I, LINE 6 EXECUTIVE INCENTIVE COMPENSATION IS BASED IN PART UPON THE OPERATING RATIO FROM THE CONSOLIDATED ASBURY COMMUNITIES, INC. FINANCIAL STATEMENTS. THE OPERATING RATIO MEASURES WHETHER CURRENT YEAR CASH OPERATING REVENUES ARE SUFFICIENT TO COVER CURRENT YEAR CASH OPERATING EXPENSES. FORM 990, PART III, LINE 4 AS A NOT-FOR-PROFIT ORGANIZATION WITH A FAITH-BASED TRADITION, ASBURY PLEDGES EACH DAY TO MAKE A DIFFERENCE IN THE LIVES OF THOSE WE SERVE AND TO SERVE AS A PARTNER FOR GOOD IN THE COMMUNITY AT LARGE. WE HONOR OUR LEGACY THROUGH SUPPORTING AND PARTNERING WITH CHARITABLE AND COMMUNITY ORGANIZATIONS, EDUCATIONAL INSTITUTIONS, AND AGING SERVICES AND HEALTH PROVIDERS. AT ASBURY, OUR EFFORTS ARE FOCUSED IN THREE PRIMARY AREAS: -BENEVOLENT CARE -DEVELOPING SENIOR SERVICES WORKFORCE -SUPPORTING SENIOR WELLNESS IN THE REGIONS WHERE WE OPERATE PROVIDING PEACE OF MIND FOR RESIDENTS BENEVOLENT CARE: A CORNERSTONE OF LIVING OUR MISSION IS ENSURING THAT RESIDENTS WHO OUTLIVE THEIR FINANCIAL RESOURCES CAN REMAIN IN THEIR HOME AT ASBURY. THE ASBURY FOUNDATION, A 501(C)(3) NOT-FOR-PROFIT ORGANIZATION THAT SECURES PHILANTHROPIC SUPPORT TO SUPPORT THE MISSION AND ENHANCE QUALITY OF LIFE FOR OLDER ADULTS SERVED BY THE ASBURY SYSTEM, WAS ESTABLISHED TO SUPPORT THESE EFFORTS. BENEVOLENT CARE: -FOR YEARS 2018 THROUGH 2020, ASBURY PROVIDED A THREE YEAR AVERAGE OF MORE THAN $2.9 MILLION IN BENEVOLENT CARE TO ASBURY RESIDENTS WHO OUTLIVED THEIR FINANCIAL RESOURCES THROUGH NO FAULT OF THEIR OWN. THIS SUPPORT INCLUDED: -ASBURY METHODIST VILLAGE $1,969,559 -ASBURY PLACE $70,348 -ASBURY SOLOMONS $109,157 -BETHANY VILLAGE $733,058 -SPRINGHILL $25,923 SUPPORTING SENIOR WELLNESS IN THE REGIONS WHERE WE OPERATE AT THE END OF 2020, ASBURY DONATED $1,000 TO EACH OF THREE ORGANIZATIONS THAT SUPPORT SENIORS AND FOOD INSECURITY IN THE FREDERICK, MD AREA. TRAINING THE NEXT GENERATION OF LEADERS AND PROFESSIONALS FOR AGING SERVICES: -ASBURY WAS ACTIVELY INVOLVED WITH LEADINGAGE, AN ASSOCIATION OF NOT-FOR-PROFIT SENIOR SERVICES, INCLUDING: -SEVERAL ASBURY ASSOCIATES PRESENTED AT STATE AND NATIONAL LEADINGAGE CONFERENCES THAT ASSISTED CONTINUING EDUCATION PRIORITIES FOR NON-PROFIT AGING SERVICES PROVIDERS. OTHER/COMMUNITY SUPPORT: -EACH ASBURY COMMUNITY STRIVES TO BE A FORCE FOR GOOD IN THEIR REGION, IDENTIFYING AREA NEEDS AND WORKING WITH PARTNER ORGANIZATIONS TO ADDRESS THOSE NEEDS. BELOW IS A SAMPLING OF THE PARTNERSHIPS THAT EXPAND OUR MISSION. -ALZHEIMER'S ASSOCIATION -CALVERT COUNTY INTERFAITH COUNCIL -CALVERT COUNTY HOSPICE -CARING COMMUNITIES -COMMUNITY FOOD RESCUE -ERIE COUNTY DEPARTMENT OF AGING -ERIE VETERANS AFFAIRS MEDICAL CENTER -FARMING FOR HUNGER -FRIENDS OF CALVERT COUNTY SENIORS -JEWISH COUNCIL FOR AGING SHARE -KINGSPORT SENIOR CENTER -LIFE SENIOR SERVICES -MANNA FOOD CENTER OF MONTGOMERY COUNTY -MEALS ON WHEELS -MONTGOMERY COUNTY COALITION FOR THE HOMELESS -NEW HOPE MINISTRIES FOOD PANTRY -NATIONAL AREA PARKINSON'S ASSOCIATION -PARKINSON'S PARTNERS -UNITED WAY -ASBURY ASSOCIATES BRING A MISSION FOCUS, WEALTH OF EXPERIENCE, AND INNOVATIVE IDEAS TO AGING SERVICES. WE SHARE THAT THROUGH PRESENTATIONS AND COLLABORATIONS WITH INDUSTRY ORGANIZATIONS AND THEIR BOARDS IN ALL OF THE REGIONS WHERE WE OPERATE. HERE ARE A FEW: -ACCESS TO CARE -AMERICAN RED CROSS -CARING COMMUNITIES -EAGLE ACCREDITATION COMMISSION -INTERNATIONAL COUNCIL FOR ACTIVE AGING -LEADINGAGE NATIONAL AND STATE CHAPTERS FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE WILL CONSIST OF THE CHAIR, VICE CHAIR, AND PRESIDENT/CEO. THE CHAIR OF THE BOARD OF DIRECTORS SHALL SERVE AS CHAIR OF THE EXECUTIVE COMMITTEE AND MAY APPOINT TWO (2) ADDITIONAL DIRECTORS TO SERVE ON THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE MAY ACT IN PLACE OF THE BOARD WHEN THERE IS BUSINESS OF THE CORPORATION TO BE TRANSACTED BETWEEN REGULAR MEETINGS AND CONVENING A SPECIAL MEETING WAS DEEMED BY THE CHAIR TO NOT BE NECESSARY OR POSSIBLE. THE FULL BOARD WILL BE NOTIFIED WITHIN FIFTEEN (15) DAYS OF ANY ACTIONS OF THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE WILL HAVE NO POWER TO (1) ELECT OR REMOVE ANY MEMBER OR OFFICER OF THE BOARD OF DIRECTORS, (2) AMEND THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION, OR (3) TAKE SUCH OTHER ACTION AS RESTRICTED BY APPLICABLE LAW. FORM 990, PART VI, SECTION A, LINE 4 ON FEBRUARY 6, 2020, THE CORPORATION'S BOARD OF DIRECTORS APPROVED AMMENDMENTS TO THE CORPORATION'S BYLAWS. THE BYLAWS WERE REVISED TO BETTER CONFORM TO THE CORPORATION'S ORGANIZATIONAL STRUCTURE. THE HIGHLIGHTS OF THE SIGNIFICANT CHANGES ARE AS FOLLOWS: THE FOLLOWING ARTICLES WERE ADDED: -ARTICLE IV RESERVED POWERS TO IDENTIFY THE RESERVED POWERS THAT THE CORPORATION HAS WITH RESPECT TO ITS SUPPORTED ORGANIZATIONS AS IDENTIFIED IN THE ARTICLES OF INCORPORATION. -ARTICLE X FINANCIAL MATTERS AND INSTRUMENTS, SECTION 4 EXPENDITURE AUTHORITY: FOR EXPENDITURES THAT ARE NOT OTHERWISE IN AN APPROVED BUDGET, THE CHIEF EXECUTIVE OFFICER SHALL HAVE DISCRETIONARY AUTHORITY TO COMMIT OR EXPEND UP TO FIVE MILLION DOLLARS ($5,000,000), CUMULATIVE, WITHIN ANY ONE FISCAL YEAR WITHOUT BOARD APPROVAL. SUCH EXPENDITURES SHALL BE REPORTED TO THE BOARD AT ITS NEXT SCHEDULED MEETING FOLLOWING THE COMMITMENT OR EXPENDITURE. THE FOLLOWING ARTICLES WERE AMENDED: -ARTICLE II PURPOSE WAS SHORTENED TO BETTER SUMMARIZE THE CORPORATION'S PURPOSE AS FOLLOWS: "THE PURPOSE OF THE CORPORATION IS TO FACILITATE THE ESTABLISHMENT AND SUPPORT OF ENTITIES THAT PROVIDE SENIOR LIVING, HEALTH, AND RELATED SERVICES TO THE AGED POPULATION CONSISTENT WITH THE CORPORATION'S STATED MISSION." -ARTICLE VII BOARD OF DIRECTORS, SECTION 3 NUMBER OF DIRECTORS WAS AMENDED TO STATE THAT THE BOARD OF DIRECTORS WILL CONSIST OF NO MORE THAN 12 MEMBERS, RATHER THAN 15 AS PREVIOUSLY STATED. -ARTICLE VII BOARD OF DIRECTORS, SECTION 5 RESIGNATION WAS AMENDED TO STATE THAT A RESIGNATION NOTICE MAY BE DELIVERED TO THE CHAIR OF THE BOARD OF DIRECTORS OR SECRETARY, RATHER THAN JUST THE CHAIR OF THE BOARD AS PREVIOUSLY STATED. -ARTICLE VII BOARD OF DIRECTORS, SECTION 7 COMPENSATION WAS AMENDED TO STATE THAT THE BOARD OF DIRECTORS, IRRESPECTIVE OF ANY PERSONAL INTEREST OF ANY OF ITS MEMBERS, WILL HAVE AUTHORITY TO ESTABLISH REASONABLE COMPENSATION OF ALL DIRECTORS OR OTHER PERSONS FOR SERVICES TO THE CORPORATION AS DIRECTORS, COMMITTEE MEMBERS, OR OTHERWISE. -ARTICLE VII BOARD OF DIRECTORS, SECTION 13 ATTENDANCE WAS AMENDED TO STATE THAT ALL DIRECTORS MUST ATTEND A MINIMUM OF 75% OF THE REGULAR MEETINGS HELD IN A CALENDAR YEAR, RATHER THAN 50% AS PREVIOUSLY STATED. -ARTICLE VIII OFFICERS, SECTION 3 TERM WAS AMENDED TO STATE THAT THERE ARE NO TERM LIMITS FOR OFFICERS, EXCEPT THE CHAIR AND VICE CHAIR, RATHER THAN JUST THE CHAIR AS PREVIOUSLY STATED. -ARTICLE VIII OFFICERS, SECTION 4 EX-OFFICIO OFFICERS WAS AMENDED TO ONLY INCLUDE THE CEO OF THE CORPORATION, RATHER THAN THE CEO, CFO AND CHIEF LEGAL OFFICER/GENERAL COUNSEL AS PREVIOUSLY STATED. -ARTICLE VIII OFFICERS, SECTION 8 VICE CHAIR WAS AMENDED TO STATE THAT IF THE BOARD CHAIR WERE TO BE REMOVED FROM THEIR POSITION, THE VICE CHAIR SHALL ASSUME THE POSITION OF CHAIR. -ARTICLE IX COMMITTEES, SECTION 1B WAS AMENDED TO DEFINE STANDING COMMITTEES AS (1) EXECUTIVE COMMITTEE; (2) AUDIT AND FINANCE/INVESTMENT COMMITTEE; (3) COMPENSATION COMMITTEE; (4) GOVERNANCE AND COMPLIANCE COMMITTEE. STANDING COMMITTEES MAY BE DISSOLVED OR ADDED THROUGH AN AMENDMENT OF THE BYLAWS. -ARTICLE IX COMMITTEES, SECTION 2 EXECUTIVE COMMITTEE WAS AMENDED TO STATE THAT THE EXECUTIVE COMMITTEE WILL CONSIST OF THE CHAIR, VICE CHAIR, AND PRESIDENT/CEO, RATHER THAN JUST THE CHAIR AND PRESIDENT/CEO AS PREVIOUSLY STATED. -ARTICLE IX COMMITTEES, SECTION 4 AUDIT AND FINANCE/INVESTMENT COMMITTEE WAS AMENDED TO COMBINE THE RESPONSIBILITIES OF THE PREVIOUSLY SEPARATED SYSTEM AUDIT COMMITTEE AND SYSTEM FINANCE COMMITTEE. -ARTICLE IX COMMITTEES, SECTION 6 GOVERNANCE AND COMPLIANCE COMMITTEE WAS AMENDED TO COMBINE THE RESPONSIBILITIES OF THE PREVIOUSLY SEPARATED SYSTEM GOVERNANCE COMMITTEE AND SYSTEM COMPLIANCE COMMITTEE. -ARTICLE X FINANCIAL MATTERS AND INSTRUMENTS SECTION 1 CONTRACTS AND INVOICES WAS AMENDED TO STATE THAT THE PRESIDENT MAY DELEGATE AUTHORITY FOR NON-OFFICERS TO ENTER INTO A CONTRACTS OR APPROVE INVOICES THAT DO NOT EXCEED ONE MILLION DOLLARS ($1,000,000) AND ARE INCLUDED IN AN APPROVED BUDGET, RATHER THAN $100,000 AS PREVIOUSLY STATED. -ARTICLE X FINANCIAL MATTERS AND INSTRUMENTS SECTION 2 LOANS WAS AMENDED TO STATE THAT UNLESS OTHERWISE INCLUDED IN AN APPROVED BUDGET, NO LOAN IN EXCESS OF ONE MILLION DOLLARS ($1,000,000) WILL BE CONTRACTED ON BEHALF OF THE CORPORATION AND NO EVIDENCE OF INDEBTEDNESS WILL BE ISSUED IN ITS NAME UNLESS AUTHORIZED BY A RESOLUTION OF THE BOARD OF DIRECTORS, RATHER THAN $100,000 AS PREVIOUSLY STATED. FORM 990, PART VI, SECTION A, LINE 8B IN 2020, THERE WERE NO BOARD COMMITTEES THAT COULD ACT ON BEHALF OF THE FULL BOARD BECAUSE THE COMMITTEES INCLUDED NON-BOARD MEMBERS. FORM 990, PART VI, SECTION B, LINE 11B ASBURY COMMUNITIES, INC. IS THE SOLE MEMBER OF ASBURY FOUNDATION, INC., ASBURY ATLANTIC, INC., ASBURY, INC., BETHANY DEVELOPMENT CORPORATION, ALBRIGHT CARE SERVICES, AND ASBURY COMMUNITIES HCBS, INC. ASBURY COMMUNITIES, INC. HAS A SYSTEM-WIDE GOVERNANCE AND COMPLIANCE COMMITTEE. THE ASBURY COMMUNITIES, INC. BOARD OF DIRECTORS HAS DELEGATED A REVIEW OF THE FORM 990 TO THE SYSTEM GOVERNANCE AND COMPLIANCE COMMITTEE WHICH PERFORMED ITS REVIEW ON 10/20/21. THE ASBURY COMMUNITIES, ASBURY FOUNDATION, ASBURY ATLANTIC, ASBURY COMMUNITIES HCBS, ASBURY, INC., ALBRIGHT CARE SERVICES, AND BETHANY DEVELOPMENT CORPORATION BOARD OF DIRECTORS WERE FORWARDED A COPY OF THEIR RESPECTIVE DRAFT FORM 990 FOR THEIR REVIEW AND PROVIDED A LINK TO A RECORDING OF THE GOVERNANCE AND COMPLIANCE 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 STAFF AND GOVERNANCE AND COMPLIANCE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 12C THE ASBURY COMMUNITIES CONFLICT OF INTEREST POLICY WAS APPROVED BY THE BOARD OF DIRECTORS. THE COMPLIANCE OFFICER IS RESPONSIBLE FOR THE POLICY AND OVERSEES THE IMPLEMENTATION OF THE PROCESS. ALL THE ENTITIES WITHIN THE ASBURY COMMUNITIES SYSTEM 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, WHO HAD A DIRECT REPORTING LINE TO THE CHAIR OF THE GOVERNANCE AND COMPLIANCE COMMITTEE AND REPORTS QUARTERLY TO THE GOVERNANCE AND COMPLIANCE COMMITTEE, ANALYZES ALL DISCLOSURE FORMS FOR POTENTIAL CONFLICTS, AND PREPARES A REPORT FOR THE GOVERNANCE AND COMPLIANCE COMMITTEE. A REPORT WAS MADE TO THE BOARD THAT THERE WERE NO CONFLICTS DURING 2020. WHEN AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ARISES INVOLVING A BOARD OR COMMITTEE MEMBER, THE GOVERNANCE AND COMPLIANCE COMMITTEE IS INFORMED AND WILL FOLLOW SPECIFIC PROTOCOL OUTLINED IN THE CONFLICT OF INTEREST POLICIES AND PROCEDURES. FORM 990, PART VI, SECTION B, LINE 15 ON AN ANNUAL BASIS, THE COMPENSATION AND BENEFITS COMMITTEE RELIES ON STAFF FEEDBACK AND THE DATA AND RECOMMENDATIONS PROVIDED BY AN EXTERNAL COMPENSATION CONSULTANT TO ASCERTAIN THE REASONABLENESS OF COMPENSATION AND BENEFITS OF ALL OF THE DIRECT REPORTS OF THE CEO AND OTHER POTENTIALLY DISQUALIFIED PERSONS. IN ADDITION, THE COMPENSATION AND BENEFITS COMMITTEE REVIEWS THE ORGANIZATION'S PROGRESS TOWARDS KEY PERFORMANCE INDICATORS SELECTED FOR INCENTIVIZING PERFORMANCE OF DISQUALIFIED PERSONS THROUGH A PERFORMANCE BASED-COMPENSATION PROGRAM. QUARTERLY, THE COMPENSATION COMMITTEE REVIEWS UPDATES TO THE OVERALL BENEFITS AND COMPENSATION PLAN FOR THE ORGANIZATION AS WELL AS PROGRESS ON THE ORGANIZATION'S EMPLOYER OF CHOICE STRATEGIC GOALS. ALSO ON AN ANNUAL BASIS, THE COMPENSATION AND BENEFITS COMMITTEE SPECIFICALLY REVIEWS THE COMPENSATION AND BENEFITS OF THE CEO USING THE DATA GATHERED BY THE COMPENSATION CONSULTANT AT THE DIRECTION OF THE COMMITTEE AND PROVIDES INPUT TO THE FULL BOARD OF DIRECTORS IN ORDER TO SUPPORT THEIR DECISION MAKING PROCESS REGARDING THE CEO'S COMPENSATION. THE COMPENSATION AND BENEFITS COMMITTEE CHARTER, THE EXECUTIVE COMPENSATION PHILOSOPHY, AND THE EXECUTIVE INCENTIVE PLAN WERE REVIEWED MOST RECENTLY IN 2020. 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 (WWW.ASBURY.ORG). 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 AND RELATED ORGANIZATIONS. ASBURY COMMUNITIES, INC., THE SUPPORTING PARENT COMPANY ALONE HAD 77 EMPLOYEES AS OF 12/31/2020. THE FORM 990, PART VII, SECTION A, HAS 35 INDIVIDUALS EARNING $100,000 OR MORE. THESE POSITIONS ARE RESPONSIBLE FOR PROVIDING EXPERTISE AND GUIDANCE TO MULTIPLE SUPPORTED ORGANIZATIONS IN THE ASBURY SYSTEM WHICH SERVES MORE THAN 5,000 RESIDENTS AND CLIENTS AND EMPLOYS MORE THAN 2,500 EMPLOYEES. THE 2020 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR ASBURY COMMUNITIES, INC. HAD TOTAL REVENUES OF $297 MILLION AND TOTAL ASSETS IN EXCESS OF $680 MILLION. FORM 990, PART XI, LINE 9: TRANSFERS TO AND FROM SUPPORTED ORGANIZATIONS -2,704,750. LOSS ON DISCONTINUED OPERATIONS -8,665. FORM 990, PART XII, LINE 2C THERE HAS BEEN NO CHANGE IN OVERSIGHT PROCESS FROM THE PRIOR YEAR. 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