2024-10-02T16:30:21-05:00 2023-12-31 420714325 RSM US LLP 100 INTERNATIONAL DRIVE SUITE 1400 BALTIMORE MD 21202 990 2023-01-01 922254866 AVERY POINT INC AVER 8002603100 1000 AVERY POINT WAY RICHMOND VA 23233 EILEEN ERSTAD TREASURER 8002603100 2024-09-27 1 1 JULIA FLANNERY P00928918 4102469300 2024-09-27 2023 2024-10-15 13:58:12Z X X IAN BROWN 1000 AVERY POINT WAY RICHMOND VA 23233 8840387 0 X WWW.NATIONALSENIORCOMMUNITIES.ORG X 2022 MD PROVIDE A HOME FOR SENIORS THAT SATISFIES THEIR THREE PRIMARY NEEDS. 11 7 185 88 0 0 135830 8552285 71349 80923 8840387 0 0 3890917 0 0 7252250 11143167 -2302780 126607162 11246 128921188 -11246 -2314026 X MISSION STATEMENT - HOME IS BELONGING, PEACE OF MIND, LOVE AND ACCEPTANCE. WELCOME HOME!VISION STATEMENT - AVERY POINT, INC. CELEBRATES AGING! GROUNDED IN INCLUSION, INNOVATION AND ADVOCACY, WE CREATE UNPARALLELED VALUE AND OPPORTUNITIES FOR EVERY LIFE WE TOUCH. AS PART OF THE NATIONAL SENIOR COMMUNITIES ENTERPRISE, WE LEVERAGE OUR STRONG FINANCIAL FOUNDATION AND GOVERNANCE FOR THE BENEFIT OF SENIORS AND THOSE WHO SUPPORT THEM. 0 0 8444239 8552285 AVERY POINT PROVIDES SERVICES NEEDED BY SENIOR RESIDENTS, WHO RESIDE IN 323 INDEPENDENT LIVING UNITS. THE SERVICES WE PROVIDE TO OUR RESIDENTS INCLUDE, BUT ARE NOT LIMITED TO HOUSING, FOOD, MEDICAL, SECURITY AND MAINTENANCE SERVICES, RECREATIONAL AND PASTORAL ACTIVITIES. 8444239 1 1 0 0 0 0 0 0 1 0 1 0 0 1 1 0 1 0 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 0 0 0 1 22 0 1 185 1 0 0 0 0 0 0 0 0 0 0 0 0 X 11 7 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X X IBI KHAN 4102422880 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 X IAN L BROWN CHAIR & PRESIDENT (BEG 4/1/23) 0.30 7.60 X X 0 65000 0 STEPHANIE L REEL VICE CHAIR & VICE PRESIDENT 0.10 9.90 X X 0 150000 0 MARY D COLINS SECRETARY 0.20 10.20 X X 0 150000 0 EILEEN G ERSTAD TREASURER 0.20 14.40 X X 0 167500 0 BARBARA C BISGAIER DIRECTOR 0.10 7.90 X 0 110000 0 PATRICIA M BROWN DIRECTOR 0.10 7.60 X 0 87500 0 REV DR ZINA JACQUE DIRECTOR 0.10 9.30 X 0 215000 0 MONTY C LEONARD DIRECTOR 0.10 8.40 X 0 87500 0 PAMELA D PAULK DIRECTOR 0.10 8.20 X 0 87500 0 MICHAEL W ROSKIEWICZ DIRECTOR 0.10 9.50 X 0 110000 0 RUSSELL SHARP DIRECTOR (BEG 4/1/23) 0.10 7.80 X 0 65000 0 JOHN HALL ASSISTANT TREASURER 0.50 7.00 X 0 0 0 CHRIS RATHMANN ASSISTANT TREASURER 0.50 7.00 X 0 0 0 NEAL GANTERT ASSISTANT TREASURER 0.50 7.00 X 0 0 0 MARK EMBLEY ASSISTANT TREASURER 0.50 8.00 X 0 0 0 TODD DELANEY EXECUTIVE DIRECTOR 40.00 X 293961 0 22862 LUKE MCKINLEY DIRECTOR, FINANCE 40.00 X 132452 0 5717 426413 1295000 28579 2 0 1 0 ERICKSON SENIOR LIVING LLC 701 MAIDEN CHOICE LANE BALTIMORE MD 21228 MANAGEMENT - SEE SCH. O 1561147 1 11246 124584 135830 RESIDENT FEES 623000 6290192 6290192 RESIDENT DEPOSITS 623000 2029746 2029746 ANCILLARY FEES 623000 231647 231647 PROCESSING FEES 623000 700 700 8552285 71349 71349 80923 0 80923 80923 80923 8840387 8552285 0 152272 X 454992 454992 2831467 2309937 521530 25763 15218 10545 308210 202378 105832 270485 204367 66118 283338 283338 54209 54209 68250 68250 1179701 1179701 128660 128660 851474 745175 106299 1411939 1386897 25042 60449 34998 25451 736234 736234 2047573 2047573 70695 70695 EQUIPMENT RENTAL 298959 268992 29967 RESIDENT RELATIONS 60769 9777 50992 11143167 8444239 2698928 0 X 426434 52469 1459200 27429 2954990 4630452 433028 0 4197424 10132112 0 107357104 0 126607162 11246 3575990 7887550 18792087 0 98665561 11246 128921188 X -11246 -2319132 5106 -11246 -2314026 0 126607162 -2302780 0 X 0 1 X 1 0 X 135830 135830 8552285 8552285 8688115 8688115 18166 18166 0 18166 18166 8669949 152272 152272 152272 152272 8840387 8840387 X PART III, SECTION A, COLUMN D 2022 IS THE INITIAL TAX YEAR FOR THE SHORT PERIOD JULY 28, 2022 THROUGH DECEMBER 31, 2022. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 X 11903 709 11194 3277440 378879 2898561 1341109 53440 1287669 4197424 RESIDENT CAPITAL RECEIVABLE 8460630 FINANCE LEASE RIGHT OF USE ASSETS, NET 98896474 107357104 CLAIMS RESERVE 92377 DEFERRED MANAGEMENT & MARKETING FEES 23706 DEFERRED INTEREST 132564 RESIDENT REFUNDS PAYABLE 269900 RESIDENT DEPOSITS (NET) 98147014 98665561 8840387 0 8840387 0 8840387 11143167 0 11143167 0 11143167 PART IV, LINE 2B: PROSPECTIVE RESIDENTS ARE REQUIRED TO MAKE CERTAIN INSTALLMENT PAYMENTS PRIOR TO THE FINAL SETTLEMENT OF THE GIVEN UNIT. THOSE ADVANCE DEPOSITS ARE REPORTED ON FORM 990, PART X, LINE 21. X X X 0 0 0 0 0 0 0 1 0 TODD DELANEY EXECUTIVE DIRECTOR 222984 0 69202 0 1775 0 9150 0 13712 0 316823 0 0 0 REV DR ZINA JACQUE DIRECTOR 0 215000 0 0 0 0 0 0 0 0 0 215000 0 0 EILEEN G ERSTAD TREASURER 0 167500 0 0 0 0 0 0 0 0 0 167500 0 0 PART I, LINE 7 THE EMPLOYEES LISTED ON FORM 990, PART VII, SECTION A, LINE 1A RECEIVED A DISCRETIONARY BONUS DURING THE YEAR. SCHEDULE J, PART II: TODD DELANEY IS LISTED IN SCHEDULE J, PART II AND IS AN EMPLOYEE OF ERICKSON SENIOR LIVING, LLC ("ESL"), AN UNRELATED ORGANIZATION TO AVERY POINT, INC., IN ACCORDANCE WITH THE MANAGEMENT AGREEMENT BETWEEN AVERY POINT, INC. AND ESL. SEE SCHEDULE O EXPLANATION FOR FORM 990, PART VI, SECTION A, LINE 3. THEREFORE, FOR IRS MATCHING PURPOSES, ESL IS THE ISSUER OF THE FORM W-2. UNDER THE MANAGEMENT AGREEMENT, AVERY POINT, INC. REIMBURSES ESL FOR THE COST OF SERVICES PERFORMED FOR AVERY POINT, INC. FORM 990, PART VI, SECTION A, LINE 1A IF THERE ARE MATERIAL DIFFERENCES IN VOTING RIGHTS AMONG MEMBERS OF THE GOVERNING BODY, OR IF THE GOVERNING BODY DELEGATED BROAD AUTHORITY TO AN EXECUTIVE COMMITTEE OR SIMILAR COMMITTEE, EXPLAIN IN SCHEDULE O. UNDER THE BYLAWS OF THE ORGANIZATION, THE BOARD HAS DELEGATED AUTHORITY TO AN EXECUTIVE COMMITTEE COMPRISED OF THE ORGANIZATION'S CHAIR, VICE CHAIRS, PRESIDENT, SECRETARY AND TREASURER. THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE ALL OF THE POWERS AND AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE ORGANIZATION EXCEPT FOR THOSE ACTIONS RESERVED SOLELY TO THE MEMBER OR THE DIRECTORS UNDER THE GENERAL LAWS OF THE STATE OF MARYLAND. FORM 990, PART VI, SECTION A, LINE 1B: ENTER THE NUMBER OF VOTING MEMBERS INCLUDED ON LINE 1A, ABOVE, WHO ARE INDEPENDENT. THE BOARD MEMBERS THAT ARE DEEMED NOT INDEPENDENT ON THE FORM 990 ARE THOSE INDIVIDUALS WHO RECEIVE COMPENSATION AS AN OFFICER OR OTHER EMPLOYEE FROM THE ORGANIZATION OR FROM A RELATED ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 3 DID THE ORGANIZATION DELEGATE CONTROL OVER MANAGEMENT DUTIES CUSTOMARILY PERFORMED BY OR UNDER THE DIRECT SUPERVISION OF OFFICERS, DIRECTORS, OR TRUSTEES, OR KEY EMPLOYEES TO A MANAGEMENT COMPANY OR OTHER PERSON? AVERY POINT, INC. ENTERED INTO A MANAGEMENT AND MARKETING AGREEMENT ON DECEMBER 31, 2022 WITH ERICKSON SENIOR LIVING, LLC ("ESL"). THE AGREEMENT WAS EFFECTIVE AS OF JULY 1, 2023. THE MANAGEMENT FEE IS CALCULATED AT 5% UNTIL APR ACHIEVES "STABILIZATION" (AS DEFINED IN THE 2022 AGREEMENT). ESL IS A MARYLAND LIMITED LIABILITY COMPANY WHICH MANAGES LARGE SCALE CONTINUING CARE RETIREMENT COMMUNITIES. THE FOLLOWING OFFICERS ARE LISTED IN PART VII, AS NON-COMPENSATED OFFICERS OF THE FILING ORGANIZATION, JOHN HALL, CHRIS RATHMANN, NEAL GANTERT, AND MARK EMBLEY. THEIR DUTIES ARE CONSIDERED PERFORMED PRO BONO. TODD DELANEY, EXECUTIVE DIRECTOR AND LUKE MCKINLEY, DIRECTOR, FINANCE, ARE LEASED EMPLOYEES FROM THE MANAGEMENT COMPANY. THE FILING ORGANIZATION REIMBURSES THE MANAGEMENT COMPANY FOR THEIR COMPENSATION WHICH IS REPORTED ON FORM 990, PART VII, SECTION A. FORM 990, PART VI, SECTION A, LINE 6 DID THE ORGANIZATION HAVE MEMBERS OR STOCKHOLDERS? AVERY POINT, INC.'S SOLE MEMBER IS NATIONAL SENIOR COMMUNITIES, INC. ("NSC"). NSC IS A MARYLAND NON-STOCK CORPORATION. NSC IS A "SUPPORTING ORGANIZATION" WITH RESPECT TO AVERY POINT, AS WELL AS CERTAIN OTHER ORGANIZATIONS SPECIFIED IN ITS GOVERNING DOCUMENTS. AS REQUIRED BY THE REGULATIONS RELATING TO "SUPPORTING ORGANIZATIONS," CERTAIN MEMBERS OF THE BOARD OF DIRECTORS OF NSC WILL ALSO BE MEMBERS OF THE BOARD OF DIRECTORS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A DID THE ORGANIZATION HAVE MEMBERS, STOCKHOLDERS, OR OTHER PERSONS WHO HAD THE POWER TO ELECT OR APPOINT ONE OR MORE MEMBERS OF THE GOVERNING BODY? THE BOARD OF DIRECTORS MAY NOMINATE A SLATE OF CANDIDATES FOR CONSIDERATION BY THE MEMBER, BUT THE MEMBER HAS SOLE DISCRETION TO ELECT DIRECTORS WHETHER OR NOT NOMINATED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B ARE ANY GOVERNANCE DECISIONS OF THE ORGANIZATION RESERVED TO (OR SUBJECT TO APPROVAL BY) MEMBERS, STOCKHOLDERS, OR PERSONS OTHER THAN THE GOVERNING BODY? CERTAIN EXTRAORDINARY ACTIONS OF THE CORPORATION REQUIRE THE APPROVAL OF THE MEMBER UNDER APPLICABLE STATE LAW. UNDER THE ORGANIZATION'S BYLAWS, CERTAIN GOVERNANCE DECISIONS ARE MADE BY THE BOARD WITH THE CONSENT OF THE MEMBER AS SHARED POWERS AND CERTAIN GOVERNANCE DECISIONS ARE RESERVED TO THE MEMBER. SHARED POWERS INCLUDE AMENDMENTS TO ANY OF THE COMMUNITY DOCUMENTS (EXCEPT WHERE IT INVOLVES A RESERVED POWER), APPROVAL OF ALL CONTRACTS WITH OR PAYMENTS TO THE MEMBER OR OTHER RELATED ENTITIES (OTHER THAN GOVERNANCE COSTS OF THE MEMBER), AUTHORIZING THE FILING OF ANY BANKRUPTCY, CHANGES TO SHARED POWERS, A SIGNIFICANT EXPANSION OR NEW LINE OF BUSINESS JUST INVOLVING THE ORGANIZATION, AND SELECTION OF THE MANAGEMENT COMPANY. RESERVED POWERS OF THE MEMBER INCLUDE: APPROVAL OF POLICIES AFFECTING MORE THAN ONE COMMUNITY; SPONSORSHIP OF A NEW COMMUNITY; PAYMENT OF REASONABLE AMOUNTS TO COVER THE MEMBER'S OPERATING COSTS; THE EXECUTION OF JOINT PURCHASE CONTRACTS OR SIMILAR AGREEMENTS ALONG WITH AFFILIATE(S); THE DISPOSITION OR PLEDGE OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS (OTHER THAN A PLEDGE IN CONNECTION WITH AN ASSET OR FINANCING TRANSACTION); COMPENSATION OF OFFICERS, DIRECTORS AND ADVISORY COMMITTEE MEMBERS; AND APPROVAL OF CONTRACTS, AMENDMENTS, ETC. AFFECTING THE ORGANIZATION AND ONE OR MORE RELATED ENTITIES OR THE RESIDENTS OF THEIR COMMUNITIES. FORM 990, PART VI, SECTION B, LINE 11B HAS THE ORGANIZATION PROVIDED A COMPLETE COPY OF THIS FORM 990 TO ALL MEMBERS OF ITS GOVERNING BODY BEFORE FILING THE FORM? THE CHAIR OF THE AUDIT, INVESTMENT, AND TREASURY COMMITTEE APPOINTS THE REVIEWER OF THE FORM 990. ONCE THAT REVIEW IS COMPLETE, THE FULL BOARD IS GIVEN THE OPPORTUNITY TO REVIEW THE FINAL VERSION OF FORM 990 BEFORE IT IS FILED AND ASK QUESTIONS OF THE REVIEWER REGARDING THE FORM. FORM 990, PART VI, SECTION B, LINE 12C DID THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITOR AND ENFORCE COMPLIANCE WITH THE POLICY? ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, EMPLOYEES AND VOLUNTEERS IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER AVERY POINT, INC.'S AFFAIRS, COMMITTEE MEMBERS, PROSPECTIVE DIRECTORS, AND SENIOR STAFF PROVIDING SERVICES TO THE ORGANIZATION UNDER A MANAGEMENT AGREEMENT COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY AND AS POTENTIAL CONFLICTS ARISE DURING THE YEAR. THE DIRECTOR CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY THE BOARD CHAIR. IF THE CONFLICT INVOLVES A COVERED EMPLOYEE, THE CHAIR DETERMINES WHETHER A CONFLICT EXISTS AND, IF SO, HOW IT IS TO BE HANDLED, OR THE CHAIR MAY REFER THE MATTER TO THE BOARD OF DIRECTORS FOR CONSIDERATION. FOR ALL OTHER CONFLICTS, THE BOARD OF DIRECTORS OR A COMMITTEE OF DISINTERESTED DIRECTORS WILL DETERMINE WHETHER A CONFLICT ACTUALLY EXISTS. A COVERED PERSON MAY NOT PARTICIPATE IN ANY DISCUSSION OR DEBATE BY THE BOARD BUT MAY ANSWER QUESTIONS OR PROVIDE CLARIFYING INFORMATION UNLESS ANY BOARD MEMBER OBJECTS. FORM 990, PART VI, SECTION B, LINE 15 DID THE PROCESS FOR DETERMINING COMPENSATION OF THE ORGANIZATION'S CEO, EXECUTIVE DIRECTOR, OR TOP MANAGEMENT OFFICIAL, OR OTHER OFFICERS OR KEY EMPLOYEES, INCLUDE A REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA, AND CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION? THE BOARD HAS APPROVED A DIRECTORS' COMPENSATION POLICY WHICH ESTABLISHES THE PROCESS BY WHICH ALL DIRECTOR COMPENSATION IS DETERMINED. A REVIEW OF THE DIRECTORS' COMPENSATION IS CONDUCTED EACH FISCAL YEAR. AN INDEPENDENT COMPENSATION CONSULTANT IS PERIODICALLY RETAINED TO PERFORM AN ANALYSIS OF AVERY POINT, INC.'S COMPENSATION USING COMPARABLES OF BOTH FOR-PROFIT AND NON-PROFIT PEERS. A COMMITTEE OF THE NSC BOARD REVIEWS THE CONSULTANT'S REPORT AND MAKES A RECOMMENDATION TO THE ORGANIZATION AS TO APPROPRIATE COMPENSATION OF DIRECTORS. THE COMMITTEE OF THE NSC BOARD HAS ACCESS TO THE CONSULTANT'S REPORT AND AN OPPORTUNITY TO QUESTION THE CONSULTANT ABOUT THE PROCESS, METRICS, AND COMPARABLES THAT WERE USED IN DETERMINING THE RECOMMENDED COMPENSATION. THE BOARD THEN VOTES ON THE COMPENSATION RECOMMENDATIONS AND A CONTEMPORANEOUS RECORD IS MADE OF THE MEETING AND THE VOTE. A NEW COMPENSATION STUDY WAS UNDERTAKEN IN THE FALL OF 2023 WHICH DID NOT RECOMMEND ANY CHANGE TO THE CURRENT STRUCTURE. COMPENSATION IS APPROACHED ON AN OVERALL BASIS AND THE TOTAL VALUE OF ALL FORMS OF COMPENSATION IS ESTABLISHED AND MONITORED. THERE IS A COMPREHENSIVE COMPENSATION REVIEW PERFORMED ANNUALLY FOR THE EXECUTIVE DIRECTOR AND OTHER KEY MANAGEMENT PERSONNEL. THE COMPENSATION IS REVIEWED, DOCUMENTED, AND APPROVED BY THE BOARD DURING THE BUDGET PROCESS. FORM 990, PART VI, SECTION C, LINE 19 DESCRIBE WHETHER (AND IF SO, HOW) THE ORGANIZATION MADE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC DURING THE TAX YEAR. THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND THE FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST TO REVIEW AT THE EXECUTIVE DIRECTOR'S OFFICE FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART VII, SECTION B: INDEPENDENT CONTRACTORS COMPENSATION. THE AMOUNT INCLUDED IN COLUMN (C) FOR ERICKSON SENIOR LIVING IS FOR PAYMENTS MADE FOR MANAGEMENT SERVICES AND THE DIRECT AND SHARED COSTS ALLOCATED TO THE COMMUNITY. DIRECT AND SHARED COSTS INCLUDE SALARIES AND BENEFITS FOR MANAGEMENT PERSONNEL, AND THE USE OF SERVICES SUCH AS FINANCE, LEGAL, HUMAN RESOURCES, INFORMATION SERVICES, AND OPERATIONS. FORM 990, PART VII, SECTION A: REPORTABLE COMPENSATION FROM THE ORGANIZATION AND FROM RELATED ORGANIZATIONS. THE COMPENSATION INCLUDED IN COLUMNS D AND E FOR THE BOARD DIRECTORS IS FOR SERVICES PERFORMED FOR THE FILING ORGANIZATION AND ALL RELATED ORGANIZATIONS INCLUDED ON SCHEDULE R, PART II. FORM 990, PART IX, LINE 11G CONTRACT PROFESSIONAL SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 1,179,701. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,179,701. FORM 990, PART X, LINE 23: MORTGAGES AND OTHER NOTES PAYABLE ON SEPTEMBER 6, 2023, APR AND REDWOOD-ERC RICHMOND, LLC ("RER") ENTERED INTO A WORKING CAPITAL LOAN ("WCL") AGREEMENT WHICH ALLOWS APR TO BORROW FROM RER AN AGGREGATE PRINCIPAL AMOUNT. THE AGREEMENT WAS AMENDED MAY 29, 2024 AND PROVIDES FOR A MAXIMUM AMOUNT OF $30,000,000. THE WCL IS DUE SEPTEMBER 6, 2033 CURRENTLY; HOWEVER, THIS DATE CAN BE EXTENDED IF NECESSARY. THE OUTSTANDING BALANCE ON THE WCL WAS $18,792,087 AS OF DECEMBER 31, 2023. 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