Asbury Atlantic Inc.

“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. We have reported nine independent voting members of the governing body. The non-independent board members consist of one resident, one employee of asbury communities, inc., and an investment advisor to the asbury communities, inc. 401(k) plan.”

“During 2013 the entity has amended their bylaws to state: in addition to the reserved power of the member to amend the bylaws of the corporation, the bylaws may be altered, amended or repealed and new bylaws may be adopted (subject to the approval of the member) by a majority vote of the board of directors at any regular meeting or any special meeting called for that purpose.”

“Asbury atlantic has one member. The sole member is asbury communities, inc.”

“Asbury communities, inc is the sole member of asbury atlantic and elects the governing body.”

“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.”

“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 16th. The asbury communities, inc., foundation, asbury atlantic, asbury solomons, asbury communities hcbs, and inverness village board of directors were forwarded a copy of their respective draft form 990 for their review and provided a link to recording of the audit 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 the staff and audit committee.”

“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 of interest 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 interested person will be prohibited from voting on the subject matter.”

“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 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; 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 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 2013.”

“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.”

“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 2013 consolidated audited financial statements for asbury communities, inc. Had total revenues of $173.6 million and total assets in excess of $562 million.”

“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(amv) pastor martha brown supervised internships for divinity students from howard university and loyola university of maryland 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. 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 three separate occasions in 2013, a staff member 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. 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 and shippensburg university. Celtic health care was provided use of bethany village for clinical education to those caring for persons in a senior setting. Hr director served on the occupational advisory committee for the nurse aide program and also provided mock employment interviews for students at mechanicsburg area high school. 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 $4,000 for the alzheimer's association by hosting its own fundraising walk on bethany's campus and assisting in the walk on city island. In december, staff members assisted with christmas present outreach program run by home instead, inc. Bethany village and health south worked together to offer stroke education. Associates participated in the united way day of caring at ahedd performing services such as painting, picking up brush, office work, etc. Throughout the year, clothing collection drives were held for volunteers of america for area thrift stores during five separate months. In addition, in april a food drive was held for new hope ministries food bank, which brought in over 200 pounds of food. Worked with community groups such as the lancaster council of churches, reach homeless shelter, salvation army and touch global ministries to provide services for the less fortunate. And finally, in”

“Net unrealized gain on change in market value of derivative instruments 7,509,712. Change in beneficial interest in net assets of asbury foundation, inc 2,270,602. Capital transfer to acomm -2,753,323. Change in value of obligations under charitable gift annuities -18,758.”

“The organization has not made any changes to its oversight or selction process from the prior year.”

“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 bond is $43,806,989 (net of insurance discount of $13,011) and is allocated as follows: asbury atlantic, inc. $17,878,771 asbury solomons, inc. $25,928,218”