2022-11-10T14:15:26-06:00 2022-06-30 410746749 CLIFTONLARSONALLEN LLP 610 W GERMANTOWN PIKE SUITE 400 PLYMOUTH MEETING PA 19462 990 2021-07-01 451450956 THE RIVERWOODS GROUP RIVE 6036581786 5 WHITE OAK DRIVE EXETER NH 03833 KEVIN GOYETTE CFO 6036583035 2022-11-09 1 KEVIN GOYETTE 999009999 CONNIE M LIRA P00481097 2156433900 2022-11-09 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z JUSTINE VOGEL 5 WHITE OAK DRIVE EXETER NH 03833 7502588 0 X WWW.RIVERWOODSGROUP.ORG X 2011 NH TO PLAN, COORDINATE, IMPLEMENT AND FURTHER THE MISSIONS OF THE RIVERWOODS GROUP MEMBERS 7 6 65 8 0 0 24695 484 4075529 6247632 322926 573887 193621 0 4616771 6822003 0 0 0 0 4615866 5943926 0 0 0 1200459 1038304 5816325 6982230 -1199554 -160227 14319204 22317301 548977 814096 13770227 21503205 THE MISSION OF THE RIVERWOODS GROUP (TRWG) IS TO PLAN, COORDINATE, IMPLEMENT & FURTHER THE MISSIONS OF THE RIVERWOODS COMPANY AT EXETER NEW HAMPSHIRE (RWE), BIRCH HILL TERRACE (BH) DBA RIVERWOODS MANCHESTER (RWM), RIVERWOODS DURHAM (RWD), & OTHER POTENTIAL FUTURE PARTICIPANTS. 0 0 2143930 0 3218568 SUPPORT RWE: THIS PROGRAM CURRENTLY INCLUDES TWO PRIMARY FUNCTIONS:(1) TO CENTRALIZE THE ADMINISTRATIVE AND MANAGEMENT FUNCTIONS FOR THE THREE CAMPUSES(2) TO EXPLORE OPPORTUNITIES FOR EXPANSION, AND PLAN FOR AND IMPLEMENT AN INTEGRATED SYSTEM OF NON-PROFIT, CHARITABLE CONTINUING CARE RETIREMENT COMMUNITIES 1310661 0 1684668 SUPPORT RWD: THIS PROGRAM CURRENTLY INCLUDES TWO PRIMARY FUNCTIONS:(1) TO CENTRALIZE THE ADMINISTRATIVE AND MANAGEMENT FUNCTIONS FOR THE CAMPUS(2) TO EXPLORE OPPORTUNITIES FOR EXPANSION, AND PLAN FOR AND IMPLEMENT AN INTEGRATED SYSTEM OF NON-PROFIT, CHARITABLE CONTINUING CARE RETIREMENT COMMUNITIES 885348 0 1344396 SUPPORT RWM: THIS PROGRAM CURRENTLY INCLUDES TWO PRIMARY FUNCTIONS:(1) TO CENTRALIZE THE ADMINISTRATIVE AND MANAGEMENT FUNCTIONS FOR THE CAMPUS(2) TO EXPLORE OPPORTUNITIES FOR EXPANSION, AND PLAN FOR AND IMPLEMENT AN INTEGRATED SYSTEM OF NON-PROFIT, CHARITABLE CONTINUING CARE RETIREMENT COMMUNITIES 4339939 1 0 0 0 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 16 0 65 1 0 0 0 0 0 0 0 0 0 0 0 0 X 7 6 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NH X SHELLY CRAIG DIRECTOR OF FINANCE 6036583035 5 WHITE OAK DRIVE EXETER NH 03833 JUSTINE VOGEL CEO 38.00 2.00 X X 504353 0 34971 BETH ROBERTS CHAIR 1.50 0.00 X X 0 0 0 DIANNE MERCIER VICE-CHAIR 1.50 0.00 X X 0 0 0 JANET BAMBERG TRUSTEE 1.50 0.00 X 0 0 0 STEVE MCPHERSON TRUSTEE 1.50 2.00 X 0 0 0 TAMMY MICHAUD TRUSTEE 1.50 0.00 X 0 0 0 PATTY PRUE TRUSTEE 1.50 2.00 X 0 0 0 PATRICK PARISI TREASURER - LEFT JUNE 2022 1.50 0.00 X X 0 0 0 JOHN PROCHILO TRUSTEE - LEFT JUNE 2022 1.50 2.00 X 0 0 0 KEVIN GOYETTE CFO 40.00 0.00 X 292267 0 5963 CATHLEEN TOOMEY VP OF MARKETING 40.00 0.00 X 209036 0 14840 CYNTHIA MARTIN VP OF QUALITY 40.00 0.00 X 196377 0 12994 KATHY BURKLE CIO - LEFT DECEMBER 2021 40.00 0.00 X 186987 0 13577 LIONEL DUBE DIRECTOR OF IT 40.00 0.00 X 131027 0 13755 SHELLY CRAIG DIRECTOR OF FINANCE 40.00 0.00 X 144068 0 0 1664115 0 96100 14 0 1 0 PROVINET SOLUTIONS 18601 N CREEK DRIVE TINLEY PARK IL 60477 CONTRACT LABOR SERVICES 311031 ALEXANDER TECHNOLOGY GROUP 5 BEDFORD FARMS DRIVE SUITE 304 BEDFORD NH 03110 CONTRACT LABOR SERVICES 197313 GREYSTONE DEVELOPMENT COMPANY II LLC 225 E JCPNTR FWY STE 700 IRVING TX 75062 DEVELOPMENT AND DESIGN SERVICES 150844 CLIFTONLARSONALLEN LLP PO BOX 829702 PHILADELPHIA PA 19182 ACCOUNTING SERVICES 129380 BROWN & COMPANY INC 801 ISLINGTON STREET SUITE 35 PORTSMOUTH NH 03801 ADVERTISING SERVICES 123097 5 484 484 MANAGEMENT FEE 623000 2601240 2601240 ADMINISTRATIVE FEE 623000 2126904 2126904 IT FEE 623000 1519488 1519488 6247632 297197 297197 957275 680585 276690 276690 276690 6822003 6247632 0 573887 841739 841739 4217401 3360005 857396 66562 48004 18558 489929 335531 154398 328295 213392 114903 20509 15382 5127 18273 18273 33749 33749 270717 74405 196312 78695 65290 13405 87145 100 87045 49856 49856 80000 80000 37625 3539 34086 45923 39035 6888 3447 3447 RETENTION & RECRUITMENT 271028 177560 93468 COVID RESPONSE EXPENSES 7313 7313 DUES 5423 5423 BOARD RELATIONS 3191 3191 25410 383 25027 6982230 4339939 2642291 0 781471 3593026 149205 25877 5492 12955 338716 232995 4809 22973 405022 64998 155510 340024 9803333 14904064 3080668 3185387 14319204 22317301 548977 814096 548977 814096 X 13770227 21502721 484 13770227 21503205 14319204 22317301 X -160227 -1606795 9500000 X 0 1 X 1 0 X X 3 RWETHE RIVERWOODS COMPANY AT EXETER NEW HAMPSIRE 020400703 10 1 0 3449222 RWDRIVERWOODS DURHAM 820719418 10 0 0 2108633 RWMBIRCH HILL TERRACE DBA RIVERWOODS MANCHESTER 223015416 10 0 0 1424375 3 0 6982230 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART IV, SECTION A, LINE 1: THE BYLAWS OF TRWG STATE "THE PURPOSE OF THE CORPORATION IS TO SUPPORT THE CHARITABLE PURPOSES AND ACTIVITIES OF THE PARTICIPANT ORGANIZATIONS." RWE, RWM, AND RWD FALL UNDER THE CATEGORY OF PARTICIPANT ORGANIZATIONS SINCE THEY ARE MEMBERS OF THE RIVERWOODS GROUP SYSTEM. TRWG IS THE SOLE MEMBER OF RWE, RWM, AND RWD. IN 2020, BIRCH HILL TERRACE (BH) ADOPTED THE DBA NAME OF RIVERWOODS MANCHESTER (RWM). PART IV, SECTION B, LINE 1: TRWG HAS A CONTINUING AND HISTORIC RELATIONSHIP WITH EACH OF ITS SUPPORTED ORGANIZATIONS. THE SUPPORTED ORGANIZATIONS, RWE, RWM, AND RWD, ARE EACH CONTINUING CARE RETIREMENT COMMUNITIES (CCRC). THE SUPPORTED ORGANIZATIONS HAVE ONE SINGLE UNIFIED BOARD (CCRC BOARD) THAT IS RESPONSIBLE FOR GOVERNING EACH SUPPORTED ORGANIZATION. IN ORDER TO ENSURE TRWG IS SUFFICIENTLY ACCOUNTABLE TO THE SUPPORTED ORGANIZATIONS AND RESPONSIVE TO THEIR NEEDS, MORE THAN FIFTY PERCENT (50%) OF THE TRWG BOARD WILL BE REPRESENTATIVES NOMINATED BY THE CCRC BOARD. 168142 64998 103144 236880 236880 340024 DUE FROM RELATED PARTY 3185387 3185387 X PART X, LINE 2: THE RIVERWOODS GROUP IS A NONPROFIT CORPORATION AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE IRC. THE ORGANIZATION FOLLOWS THE PROVISIONS OF THE INCOME TAX ACCOUNTING STANDARDS REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. THE APPLICATION OF THESE PROVISIONS HAS NO IMPACT ON THE ORGANIZATION'S FINANCIAL STATEMENTS. X X X X X X 0 0 0 0 0 0 0 1 0 JUSTINE VOGEL CEO 390000 0 100000 0 14353 0 7100 0 27871 0 539324 0 0 0 KEVIN GOYETTE CFO 257363 0 25000 0 9904 0 5963 0 0 0 298230 0 0 0 CATHLEEN TOOMEY VP OF MARKETING 196691 0 6250 0 6095 0 4773 0 10067 0 223876 0 0 0 CYNTHIA MARTIN VP OF QUALITY 170985 0 15000 0 10392 0 3227 0 9767 0 209371 0 0 0 KATHY BURKLE CIO - LEFT DECEMBER 2021 173260 0 5000 0 8727 0 4760 0 8817 0 200564 0 0 0 PART I, LINE 7 ANY BONUS PAYMENT IS UP TO THE DISCRETION OF THE EMPLOYEE'S SENIOR LEADER. ANY BONUSES PAID TO SENIOR LEADERSHIP ARE ALSO SUBJECT TO REVIEW BY THE CEO. THE BONUS DETERMINATION IS BASED ON AN ANALYSIS OF THE EMPLOYEE'S PERFORMANCE DURING THE YEAR AND IS SUBJECT TO THE BUDGETARY CONSTRAINTS OF THE ORGANIZATION. THE BONUS PAID WAS INCLUDED IN 2021 W2 COMPENSATION, AND AS SUCH IS REPORTED ON FORM 990, PART VII, COLUMN D AND SCHEDULE J, PART II, COLUMN B(II) AS FOLLOWS: JUSTINE VOGEL, CEO - $100,000 KEVIN GOYETTE, CFO - $25,000 CATHLEEN TOOMEY, VP OF MARKETING - $6,250 CYNTHIA MARTIN, VP OF QUALITY - $15,000 KATHY BURKLE, CIO - $5,000 LIONEL DUBE, DIRECTOR OF IT - $720 SHELLY CRAIG, DIRECTOR OF FINANCE - $2,720 FORM 990, PART VI, SECTION A, LINE 1A THE CHIEF EXECUTIVE OFFICER (CEO) OF TRWG WILL SERVE ON THE BOARD OF TRUSTEES (THE BOARD) AS EX-OFFICIO WITH FULL VOTING RIGHTS. THE BOARD MAY VOTE TO EXCLUDE THE CEO OF TRWG FROM ITS MEETINGS IF DISCUSSING PERSONNEL MATTERS RELATING TO THE CEO AND/OR THE COMPENSATION OF THE CEO. THE EXECUTIVE COMMITTEE WILL EXERCISE THE FULL AUTHORITY OF THE BOARD BETWEEN MEETINGS OF THE BOARD. THE EXECUTIVE COMMITTEE WILL BE RESPONSIBLE TO THE BOARD AND WILL REPORT ITS ACTIONS AT EACH MEETING OF THE BOARD. THE EXECUTIVE COMMITTEE SHALL ALSO SERVE AS THE COMPENSATION COMMITTEE OF THE BOARD. MEMBERS OF THE BOARD OF TRUSTEES WILL NOT RECEIVE COMPENSATION FOR THEIR SERVICES AS TRUSTEES; HOWEVER, A MEMBER OF THE BOARD OF TRUSTEES MAY RECEIVE REIMBURSEMENT OF DIRECT OUT-OF-POCKET EXPENSES FOR EFFORTS MADE ON BEHALF OF TRWG. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM. DRAFT COPIES OF THE FORM 990 WILL BE DISTRIBUTED TO AND REVIEWED BY THE AUDIT COMMITTEE PRIOR TO FILING. ALL TRUSTEES ARE WELCOME TO ATTEND THE MEETING IN WHICH THE FORM 990 IS DISCUSSED. AFTER REVIEW BY THE AUDIT COMMITTEE, A FULL COPY OF THE FINAL FORM 990 WILL BE PROVIED TO TRWG'S BOARD VIA A LINK TO A SECURE WEBSITE AND THE TRWG'S BOARD WILL BE NOTIFIED THAT IT IS AVAILABLE FOR REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE IS SENT TO ALL TRUSTEES, OFFICERS AND KEY EMPLOYEES. THE QUESTIONNAIRE IS PREPARED AND AFFIRMATIVE ANSWERS ARE REVIEWED BY TRWG'S LEGAL COUNSEL. NO TRUSTEE SHALL PARTICIPATE AS A MEMBER OF THE BOARD IN ANY DECISION AFFECTING THAT TRUSTEE'S PERSONAL FINANCIAL WELFARE OR THE FINANCIAL WELFARE OF ANY OTHER PERSON, ORGANIZATION OR INSTITUTION WITH WHICH THAT TRUSTEE IS AFFILIATED AS AN OWNER, EMPLOYEE, BOARD MEMBER, OR STOCKHOLDER. THIS SHALL NOT PRECLUDE A TRUSTEE FROM VOTING ON MATTERS AFFECTING THE OPERATION OF TRWG FOR THE SOLE REASON THAT A FAMILY MEMBER IS A RESIDENT OF THE FACILITY. IN THE EVENT A TRUSTEE HAS SUCH A CONFLICT IN A MATTER WHICH IS BEING EXPOUNDED, DELIBERATED AND/OR VOTED UPON BY THE BOARD, SAID TRUSTEE SHALL ABSENT HIMSELF/HERSELF FROM THE BOARD, AND IF THE BOARD MEETING IS NOT OPEN TO THE PUBLIC AT LARGE, SHALL ABSENT HIMSELF/HERSELF FROM THE MEETING ROOM FOR THE TIME PERIOD DURING WHICH THE TOPIC IS UNDER DELIBERATION AND VOTE. FORM 990, PART VI, SECTION B, LINE 15 FORM 990, PART VI, SECTION B, LINE 15A: THE CEO'S SALARY IS REVIEWED AND APPROVED ANNUALLY BY THE EXECUTIVE COMMITTEE. THIS PROCESS AND FINAL DETERMINATIONS ARE TIMELY DOCUMENTED IN THE EXECUTIVE COMMITTEE MINUTES. PAY RANGES FOR SIMILAR POSITIONS ARE ANALYZED ANNUALLY AND COMPARED TO WAGE INFORMATION OBTAINED THROUGH SALARY SURVEYS AND OTHER LABOR MARKET RESOURCES WITH SIMILAR CONDITIONS. THE EXECUTIVE COMMITTEE ALSO CONTRACTS WITH AN INDEPENDENT CONTRACTOR WHO HELPS FACILITATE THE GATHERING OF SALARY INFORMATION. CONSIDERATION IS GIVEN TO THE FOLLOWING IN DEVELOPING PAY RANGES: -PREVAILING RATES FOR SIMILAR WORK IN OTHER SIMILAR INSTITUTIONS -NATIONAL, REGIONAL, AND LOCAL SALARY PATTERNS -APPLICABLE LEGAL REQUIREMENTS -STANDARDS ESTABLISHED BY PROFESSIONAL ORGANIZATIONS -THE FINANCIAL STATUS OF TRWG THE CEO'S COMPENSATION WAS MOST RECENTLY REVIEWED DURING 2021. FORM 990, PART VI, SECTION B, LINE 15B: TOP MANAGEMENT POSITIONS, INCLUDING THE CHIEF FINANCIAL OFFICER (CFO), ARE OVERSEEN BY THE CEO, BUT FINAL REVIEW AND APPROVAL IS CONDUCTED BY THE BOARD. THIS PROCESS AND FINAL DETERMINATIONS ARE TIMELY DOCUMENTED IN THE BOARD MINUTES. ALL EXECUTIVE POSITIONS WERE REVIEWED BY AN INDEPENDENT CONSULTANT IN 2018. IN ADDITION, SALARY SURVEYS, FORM 990'S OF OTHER ENTITIES AND INTERNAL EQUITY WERE ALL CONSIDERED. SALARY RANGES FOR ALL POSITIONS WERE DEVELOPED USING SIMILAR DATA AS OUTLINED ABOVE FOR THE CEO. THE INFORMATION IS USED BY THE CEO IN THE DEVELOPMENT OF SALARY RANGES. DURING THE BUDGETING PROCESS, THE BOARD APPROVES THE COMPENSATION BUDGET WHICH LISTS EACH OFFICER AND KEY EMPLOYEE SEPARATELY. THE CFO'S COMPENSATION WAS MOST RECENTLY REVIEWED DURING 2021. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: NET ASSET TRANSFER 9,500,000. THE RIVERWOODS COMPANY AT EXETER NEW HAMPSHIRE 5 WHITE OAK DRIVE EXETER NH 03833 020400703 ESTABLISH, OWN AND MAINTAIN A CONTINUING CARE RETIREMENT COMMUNITY NH 501(C)(3) LINE 10 THE RIVERWOODS GROUP 1 RIVERWOODS DURHAM 5 WHITE OAK DRIVE EXETER NH 03833 820719418 ESTABLISH, OWN AND MAINTAIN A CONTINUING CARE RETIREMENT COMMUNITY NH 501(C)(3) LINE 10 THE RIVERWOODS GROUP 1 BIRCH HILL TERRACE 200 ALLIANCE WAY MANCHESTER NH 03102 223015416 ESTABLISH, OWN AND MAINTAIN A CONTINUING CARE RETIREMENT COMMUNITY NH 501(C)(3) LINE 10 THE RIVERWOODS GROUP 1 WOMEN'S AID HOME DBA PEARL MANOR 200 ALLIANCE WAY MANCHESTER NH 03102 020222249 PROVIDE SUPPORT FOR BIRCH HILL TERRACE NH 501(C)(3) PF BIRCH HILL TERRACE 1 1 0 0 1 0 0 0 0 0 0 0 1 0 1 1 0 1 0 1 BIRCH HILL TERRACE A 60000 COST BIRCH HILL TERRACE D 2495000 OUTSTANDING AT YEAR-END BIRCH HILL TERRACE L 1344396 COST RIVERWOODS DURHAM L 1684668 COST THE RIVERWOODS COMPANY AT EXETER NEW HAMPSHIRE L 3218568 COST BIRCH HILL TERRACE Q 748040 COST RIVERWOODS DURHAM Q 1051674 COST THE RIVERWOODS COMPANY AT EXETER NEW HAMPSHIRE Q 2614595 COST RIVERWOODS DURHAM S 1500000 COST THE RIVERWOODS COMPANY AT EXETER NEW HAMPSHIRE S 8000000 COST