2024-09-27T11:44:32-05:00 2023-12-31 410746749 CLIFTONLARSONALLEN LLP 227 WEST TRADE STREET SUITE 800 CHARLOTTE NC 28202 990 2023-01-01 581681364 ALAMANCE EXTENDED CARE INC ALAM 3365455407 4100 WELL SPRING DRIVE GREENSBORO NC 27410 K ALAN TUTTEROW CFO 3365455407 2024-09-25 1 0 JOHN NORMAN P01506766 7049985200 2024-09-25 2023 2024-10-15 13:58:12Z THE VILLAGE AT BROOKWOOD STEPHEN P FLEMING 4100 WELL SPRING DRIVE GREENSBORO NC 27410 13581026 0 X WWW.VILLAGEATBROOKWOOD.ORG X 1985 NC TO PROVIDE A FULL CONTINUUM OF CARE FOR OLDER ADULTS 25 25 201 35 0 0 100 342532 2903260 13192707 771 36948 -1688 8839 2902443 13581026 0 0 0 0 1565347 7649218 0 0 0 2313729 8669760 3879076 16318978 -976633 -2737952 51339469 53976613 50464587 56594156 874882 -2617543 X ALAMANCE EXTENDED CARE IS COMMITTED TO IMPROVING THE HEALTH OF THE COMMUNITY THROUGH THE PROVISION OF A HIGH QUALITY LIFECARE RETIREMENT EXPERIENCE THAT INTEGRATES A CONTINUUM OF RETIREMENT LIVING, PREVENTATIVE WELLNESS AND LONGTERM CARE SERVICES. 0 0 13126172 13192707 THE VILLAGE IS A NORTH CAROLINA NONPROFIT CORPORATION WHICH WAS FOUNDED IN 1986. THE VILLAGE WAS ESTABLISHED TO DEVELOP AND OPERATE A CONTINUING CARE RETIREMENT COMMUNITY AND TO PROVIDE HOUSING, HEALTH CARE, AND RELATED SERVICES TO OLDER ADULTS. THE VILLAGE IS AN AFFILIATE OF WELLSPRING SERVICES, INC. (SERVICES), THE SOLE MEMBER OF THE VILLAGE. THE VILLAGE CONSISTS OF A A LIFE PLAN COMMUNITY SITUATED ON APPROXIMATELY 40 ACRES LOCATED IN BURLINGTON, NORTH CAROLINA. THE VILLAGE CONSISTS OF 110 INDEPENDENT LIVING APARTMENT UNITS AND 45 INDEPENDENT LIVING COTTAGE UNITS; A 24-UNIT ASSISTED LIVING FACILITY, WHICH CONTAINS 12 TRADITIONAL ASSISTED LIVING UNITS AND 12 MEMORY SUPPORT UNITS; A 24-BED SKILLED NURSING UNIT; A COMMUNITY CENTER; AND A WELLNESS CENTER. 13126172 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 1 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 0 0 0 1 77 0 201 1 0 0 0 0 0 0 0 0 0 0 0 0 X 25 25 0 0 0 0 1 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X THE ORGANIZATION 3365455407 4100 WELL SPRING DRIVE GREENSBORO NC 27410 KENNETH BOGGS VICE-CHAIR, IMM. PAST CHAI 1.00 2.00 X X 0 0 0 KATHRYN COOKIE BILLINGS CHAIR 1.00 2.00 X X 0 0 0 JERRY BAILEY BOARD MEMBER 1.00 2.00 X 0 0 0 JEFF BLASER ASSISTANT SECRETARY 1.00 2.00 X X 0 0 0 ANTHONY BOYD BOARD MEMBER 1.00 2.00 X 0 0 0 CHRIS BROWN BOARD MEMBER 1.00 2.00 X 0 0 0 DAN CAMIA BOARD MEMBER 1.00 2.00 X 0 0 0 BARRY CANNER BOARD MEMBER 1.00 2.00 X 0 0 0 BOB CHANDLER BOARD MEMBER 1.00 2.00 X 0 0 0 TIM CLONTZ BOARD MEMBER 1.00 2.00 X 0 0 0 SALLY CONE BOARD MEMBER 1.00 2.00 X 0 0 0 SUSAN COX BOARD MEMBER 1.00 2.00 X 0 0 0 WENDY GATLIN BOARD MEMBER 1.00 2.00 X 0 0 0 RUSTY HOLT BOARD MEMBER 1.00 2.00 X 0 0 0 DARYL INGOLD BOARD MEMBER 1.00 2.00 X 0 0 0 JENNIFER KOENIG BOARD MEMBER 1.00 2.00 X 0 0 0 BONNIE MCALISTER BOARD MEMBER 1.00 2.00 X 0 0 0 SUSAN MCDONALD BOARD MEMBER 1.00 2.00 X 0 0 0 BOB POWELL BOARD MEMBER 1.00 2.00 X 0 0 0 SUSAN SHUMAKER BOARD MEMBER 1.00 2.00 X 0 0 0 CAROLE SIMMS BOARD MEMBER 1.00 2.00 X 0 0 0 MARTY STADLER BOARD MEMBER 1.00 2.00 X 0 0 0 TOM STEELE BOARD MEMBER 1.00 2.00 X 0 0 0 JENNIFER YOUNG BOARD MEMBER 1.00 2.00 X 0 0 0 BEN ZURAW BOARD MEMBER 1.00 2.00 X 0 0 0 STEPHEN P FLEMING PRESIDENT/CEO 5.00 40.00 X 0 447834 34843 K ALAN TUTTEROW SECRETARY/INTERIM TREAS 5.00 40.00 X 0 434923 23512 APRIL MAYBERRY EXECUTIVE DIRECTOR 40.00 0.00 X 194214 0 11107 CYNTHIA KROKSH DIRECTOR OF NURSING 40.00 0.00 X 138685 0 11026 332899 882757 80488 2 0 1 0 MCM RESOURCING - NC 8420 US HWY 158 STOKESDALE NC 27357 CONSTRUCTION 8531189 US FOODS PO BOX 602292 CHARLOTTE NC 28260 FOOD 1241087 GENTRY FLOOR ENTERPRISES 2540 HUTCHINS HILL LANE HAW RIVER NC 27258 FLOORING 471256 OAKLY PAINTING 2523 TUCKER ST EXT BURLINGTON NC 27263 PAINTING 430700 MCM RESOURCING 8420 US HWY 158 STOKESDALE NC 27405 CONSTRUCTION 388696 20 342532 342532 RESIDENT FEES 623990 12041707 12041707 HEALTH CARE SERVICES 623990 654029 654029 496971 496971 13192707 36948 36948 8839 0 8839 8839 8839 13581026 13192707 0 45787 5738881 4623483 1115398 179000 111576 67424 1326911 827104 499807 404426 252091 152335 395218 395218 27854 27854 62793 62793 222183 148786 73397 165796 35 165761 1018832 693326 325506 115054 80538 34516 867007 867007 1190615 1190615 2837225 2837225 455140 455140 EQUIPMENT RENTAL AND MA 760182 738880 21302 RESIDENT ACTIVITIES 91290 2954 88336 460571 297412 163159 16318978 13126172 3192806 0 2936202 1709960 351695 488770 20373 30373 39750 64502 74381416 27920169 43255709 46461247 4735740 5221761 51339469 53976613 5148945 3723822 16413617 18485046 24358356 24474472 4543669 9910816 50464587 56594156 X 605142 -2822094 269740 204551 874882 -2617543 51339469 53976613 X -2737952 -754473 X 0 1 X 1 0 X 42972 727012 85357 100 342532 1197973 15266503 13077922 11814166 2903260 13192707 56254558 15309475 13804934 11899523 2903360 13535239 57452531 138048 138048 0 138048 138048 57314483 43639 28138 10272 6839 8839 97727 43639 28138 10272 6839 8839 97727 15353114 13833072 11909795 2910199 13544078 57550258 0.99590 0.99800 0.00170 0.00200 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 7094031 7094031 58453625 23817845 34635780 899524 588451 311073 4791223 3513873 1277350 3143013 3143013 46461247 STATUTORY OPERATING RESERVE 3900000 INTEREST RATE SWAP AGREEMENT 1181586 DUE FROM RELATED PARTY 140175 5221761 REFUNDABLE FEES 4005111 REFUNDABLE RESERVATION FEE 1867566 DUE TO RELATED PARTY 4038139 9910816 X 13635860 60930 60930 13574930 6096 6096 13581026 16318978 0 16318978 0 16318978 PART X, LINE 2: THE VILLAGE FOLLOWS GUIDANCE ON THE INCOME TAX STANDARD REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. THIS GUIDANCE HAS HAD NO IMPACT ON THE VILLAGE'S FINANCIAL STATEMENTS. PART XI, LINE 2D - OTHER ADJUSTMENTS: NET ASSETS RELEASED FROM RESTRICTION 60,930. PART XI, LINE 4B - OTHER ADJUSTMENTS: DONOR RESTRICTED CONTRIBUTIONS 6,096. 0 0 0 0 0 0 0 0 0 STEPHEN P FLEMING PRESIDENT/CEO 0 358593 0 63883 0 25358 0 13200 0 21643 0 482677 0 0 K ALAN TUTTEROW SECRETARY/INTERIM TREAS 0 389856 0 35949 0 9118 0 13200 0 10312 0 458435 0 0 APRIL MAYBERRY EXECUTIVE DIRECTOR 174754 0 18403 0 1057 0 0 0 11107 0 205321 0 0 0 PART I, LINE 3 COMPENSATION FOR OFFICERS LISTED IN PART VII AND SCHEDULE J PART II WERE PAID BY A RELATED ORGANIZATION. THE PROCEDURES THAT THE RELATED ORGANIZATION FOLLOWS FOR SETTING COMPENSATION ARE AS FOLLOWS: 1. A BOARD OF TRUSTEES COMPENSATION COMMITTEE SHALL BE APPOINTED ANNUALLY BY THE BOARD CHAIR. THE COMMITTEE SHALL BE COMPRISED OF THE CURRENT CHAIR, IMMEDIATE PAST CHAIR, CHAIR-ELECT (IF ANY) AND 1-2 TRUSTEES AT LARGE. 2. THE COMMITTEE SHALL MEET APPROXIMATELY THIRTY DAYS PRIOR TO THE END OF THE WELL-SPRING RETIREMENT COMMUNITY'S FISCAL YEAR. 3. PRIOR TO THE MEETING, THE PRESIDENT/CEO SHALL PROVIDE COMPARABLE SALARY AND BENEFIT DATA THROUGH EXTERNAL SOURCES SUCH AS: THE AAHSA SALARY AND BENEFIT REPORT, NCANPHA WAGE SURVEY, PUBLIC RECORD IRS FORM 990S, AND INDEPENDENT SURVEYS. 4. PRIOR TO THE MEETING, THE PRESIDENT/CEO SHALL PROVIDE A STATEMENT OF ACHIEVEMENTS COMPARED TO GOALS FOR THE CURRENT YEAR AND A PRELIMINARY LIST OF PERFORMANCE GOALS FOR THE SUCCEEDING YEAR. 5. AT THE MEETING, THE PRESIDENT/CEO SHALL INFORM THE COMMITTEE OF PROPOSED SALARY ADJUSTMENTS FOR SENIOR MANAGEMENT FOR THE SUCCEEDING YEAR. THE PRESIDENT/CEO MAY PRESENT COMPARABLE SALARY DATA FOR SENIOR MANAGEMENT AT THE COMMITTEE'S DISCRETION. 6. AT THE MEETING AND AFTER PRESENTING YEAR-END RESULTS AND SUCCEEDING YEAR GOALS, THE COMMITTEE MAY EXCUSE THE PRESIDENT/CEO, ENTER INTO EXECUTIVE SESSION AND DISCUSS THE PRESIDENT/CEO'S PERFORMANCE AND COMPENSATION. 7. AT THE CONCLUSION OF THE MEETING, THE BOARD OF TRUSTEES' CHAIR SHALL MEET WITH THE PRESIDENT/CEO IN ORDER TO REVIEW THE COMMITTEE'S ASSESSMENT OF PERFORMANCE AND SALARY. SALARY ADJUSTMENTS TO THE PRESIDENT/CEO'S COMPENSATION SHALL BE AUTHORIZED BY SIGNATURE OF THE BOARD CHAIR OR VICE CHAIR ONLY. 8. AT THE FIRST BOARD OF TRUSTEES' MEETING FOLLOWING THE COMPENSATION COMMITTEE'S MEETING, THE BOARD OF TRUSTEES' CHAIR SHALL REPORT THE COMMITTEE'S FINDINGS AND THE COMMITTEE'S ACTIONS REGARDING EMPLOYMENT STATUS, RECOMMENDATIONS AND SALARY OR BENEFIT ADJUSTMENTS FOR THE PRESIDENT/CEO. EXECUTIVE MANAGERS COMPENSATION PHILOSOPHY OBJECTIVE: THE COMPENSATION COMMITTEE BELIEVES THAT THE PRIMARY OBJECTIVES OF WELL-SPRING'S EXECUTIVE COMPENSATION POLICIES SHOULD BE: - TO ATTRACT AND RETAIN TALENTED EXECUTIVES BY PROVIDING COMPENSATION THAT IS, OVERALL, HIGHLY COMPETITIVE WITH THE COMPENSATION PROVIDED TO EXECUTIVES AT COMPANIES OF COMPARABLE POSITION IN THE CONTINUING CARE RETIREMENT COMMUNITY FIELD, WHILE MAINTAINING COMPENSATION WITHIN LEVELS THAT ARE CONSISTENT WITH WELL-SPRING'S ANNUAL BUDGET, FINANCIAL OBJECTIVES, OPERATING PERFORMANCE AND RESIDENT AND STAFF SATISFACTION; AND - TO PROVIDE APPROPRIATE INCENTIVES FOR EXECUTIVES TO WORK TOWARD THE ACHIEVEMENT OF WELL-SPRING'S ANNUAL FINANCIAL PERFORMANCE AND BUSINESS GOALS BASED ON WELL-SPRING'S ANNUAL BUDGET. THE COMPENSATION COMMITTEE REVIEWS EXECUTIVE COMPENSATION POLICIES ANNUALLY TAKING INTO CONSIDERATION WELL-SPRING'S FINANCIAL PERFORMANCE, ITS ANNUAL BUDGET, ITS POSITION IN THE INDUSTRY AND WELL-SPRING'S MISSION STATEMENT AND CORE VALUES. THE COMPENSATION COMMITTEE BELIEVES THAT IN ADDITION TO CORPORATE PERFORMANCE, IT IS APPROPRIATE IN SETTING AND REVIEWING EXECUTIVE COMPENSATION TO CONSIDER THE LEVEL OF EXPERIENCE AND RESPONSIBILITIES OF EACH EXECUTIVE OFFICER AS WELL AS THE PERSONAL CONTRIBUTIONS A PARTICULAR INDIVIDUAL MAY MAKE TO THE SUCCESS OF WELL-SPRING RETIREMENT COMMUNITY, INC. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2023. FORM 990, PART VI, SECTION A, LINE 6 IN JULY 2022, WELLSPRING SERVICES BECAME THE SOLE MEMBER OF THE VILLAGE THROUGH A MEMBER SUBSTITUTION AGREEMENT, "THE MEMBER SUBSTITUTION AGREEMENT" WITH ARMC AND THE MOSES H. CONE MEMORIAL HOSPITAL (CONE HEALTH). THE MEMBER SUBSTITUTION AGREEMENT WAS ENTERED INTO JANUARY 26, 2022, AND THE MEMBER SUBSTITUTION WAS FINALIZED ON JULY 1, 2022. FORM 990, PART VI, SECTION B, LINE 11B AN ELECTRONIC VERSION OF THE RETURN WILL BE MADE AVAILABLE ON THE BOARD PORTAL TO ALL BOARD MEMBERS. REPRESENTATIVES OF THE FINANCE STAFF FROM THE HEALTH SYSTEM WILL BE AVAILABLE TO RESPOND TO ANY QUESTIONS OR ADDRESS ANY ISSUES FORM 990, PART VI, SECTION B, LINE 12C BEFORE EVERY BOARD MEETING OR COMMITTEE MEETING, THE CHAIR WILL ASK EVERY MEMBER TO REVIEW THE AGENDA AND TO DISCLOSE ANY AREA WHERE THEY MAY HAVE CONFLICT SO THAT THE DISCLOSURE IS COMPLETE PRIOR TO DISCUSSION,. FORM 990, PART VI, SECTION B, LINE 15 THE FOLLOWING METHODS ARE USED TO ESTABLISH COMPENSATION OF OFFICERS: COMPENSATION COMMITTEE INDEPENDENT COMPENSATION CONSULTANT WRITTEN EMPLOYEMENT CONTRACT COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2023. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES THESE DOCUMENTS AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: ACCRETED INTEREST -239,340. UNREALIZED LOSS ON SWAP -155,133. TRANSFER OF NET ASSETS FROM TVAB TO WSMD -360,000. WELL-SPRING FOUNDATION 4100 WELL SPRING DRIVE GREENSBORO NC 27410 562217797 FUNDRAISING NC 501(C)(3) LINE 12A, I N/A 1 PACE OF GUILFORD & ROCKINGHAM COUNTIES INC 721 GREEN VALLEY ROAD GREENSBORO NC 27408 271560334 ALL INCLUSIVE ELDERLY CARE NC 501(C)(3) LINE 10 N/A 0 WELL-SPRING RETIREMENT COMMUNITY INC 4100 WELL SPRING DRIVE GREENSBORO NC 27410 561497371 ELDERLY CARE NC 501(C)(3) LINE 10 N/A 1 ADULT CENTER FOR ENRICHMENT INC POST OFFICE BOX 13408 GREENSBORO NC 27415 561599072 ADULT CARE CENTER NC 501(C)(3) LINE 10 N/A 1 WELL-SPRING SERVICES INC 4100 WELL SPRING DRIVE GREENSBORO NC 27410 900885759 HOLDING COMPANY NC 501(C)(3) LINE 12A, I 0 WELL-SPRING MANAGEMENT AND DEVELOPMENT COMPANY INC 4100 WELL SPRING DRIVE GREENSBORO NC 27410 460944965 MANAGEMENT SERVICES NC WELL-SPRING SERVICES C 0 0 0 0 0 1 0 0 0 0 0 0 0 1 1 1 1 1 1 0