2023-08-14T13:44:09-05:00 2022-09-30 010494526 BAKER NEWMAN & NOYES LLC 650 ELM STREET SUITE 302 MANCHESTER NH 03101 990 2021-10-01 020222150 HGRL HGRL 6173451170 co Nixon Peabody 900 Elm Street Manchester NH 03101 Charles Berk Liquidating Trustee 6173451170 2023-08-11 1 Charles Berk 999009999 Connor Smart P02285543 8002447444 2023-08-11 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z Cynthia P Baron c/o Nixon Peabody 900 Elm Street Manchester NH 03101 0 0 X N/A X 1893 NH Provide quality, compassionate care and strengthen the well-being of our community. X 4 4 1280 4 0 0 6503310 0 79641001 0 -60189440 0 22974 0 25977845 0 0 0 0 0 61575903 0 0 0 0 58695912 0 120271815 0 -94293970 0 26026667 0 149108051 0 -123081384 0 X HGRL's mission is to provide quality, compassionate care and to strengthen the well-being of our community. 0 1 0 0 0 HGRL is a New Hampshire not-for-profit corporation that previously owned and operated two hospitals and their affiliated programs and services in the Twin Rivers and Lake Winnipesaukee regions of NH approximately 90 miles north of Boston, MA. HGRL ceased all hospital and healthcare services as of May, 2021. All activity after the May 2021 transaction consisted of wind-down transactions only. For the tax year ending September 30, 2022, HGRL did not incur any operations or activity, and the Organization transferred all remaining net assets to the HGRL Liquidating Trust. Refer to the narrative for this Form 990, Part III, Line 3, as well as this Form 990, Schedule N for additional information regarding this transfer. 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 1 96 0 1 1280 1 0 0 0 0 0 0 0 0 0 0 0 0 X 4 4 1 1 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 NH X The Organization 6173451170 c/o Nixon Peabody 900 Elm Street Manchester NH 03101 X K Mark Primeau Trustee 1.00 X 0 0 0 Cynthia Baron Trustee/Chair 1.00 X X 0 0 0 William Bald Trustee/Vice Chair 1.00 X X 0 0 0 Golda Schohan Trustee/Secretary & Treasurer 1.00 X X 0 0 0 Kevin Donovan Former President & CEO 40.00 X 154196 0 6848 Frederick Jones MD Former Chief Medical Officer 40.00 X 124712 0 9186 Steve Miller Former Restructuring Officer 40.00 X 185373 0 662 Raza M Shariff MD Former Physician 40.00 X 221807 0 9186 Tajammul Shafique MD Former Physician 40.00 X 215404 0 9040 Andrew Ray MD Former Physician 40.00 X 195308 0 0 Frederic Fernholz MD Former Physician 40.00 X 197106 0 74 Christopher Weinmann MD Former Physician 40.00 X 189069 0 0 1482975 0 34996 26 1 1 0 Nixon Peabody LLP PO Box 28012 New York NY 10087 Consulting and legal services 2416939 Asquam Community Health Collaborative 80 Highland Street Laconia NH 03246 IT services 2175521 Deloitte Transactions & Business Analyti 4022 Sells Drive Hermitage TN 37076 Consulting and analytics 1810503 Orthopedic Professional Associates 14 Maple Street Suite 200 Gilford NH 03249 Health services 1153950 CMG CIT Acquisition LLC 665 South Will Street Manchester NH 03103 Health care staffing 997438 14 0 0 0 0 0 0 0 0 24489572 0 133754 0 1206577 0 10000 186764 0 26026667 0 11276834 0 110495833 0 27335384 149108051 0 X -123081384 0 -123081384 0 26026667 0 X 0 123081384 X 0 0 0 X 1 11822025 11822025 0 0 0 8407488 81661 8489149 14340731 1293806 7227049 8407488 12948112 1934356 541737 14340731 11176845 3012987 1241720 12948112 0.00000 0.00000 0.00000 0 Part IV, Line 1b: Pursuant to the Organization's wind-down procedures court-orders, and the Organization's transfer of healthcare assets into the Concord Hospital System, the Organization was required to maintain escrow funds for the monthly payments made by the various Concord Hospitals which, in turn, enabled the funding of a debt service reserve and required semi-annual interest payments, annual principal payments, private mortgage insurance, taxes and other insurance due on the Series 2015 mortgage at September 30, 2021 and 2020. As of the year ending September 30, 2022, all escrow balances have been transferred to the HGRL Liquidating Trust, and HGRL is no longer an agent, trustee, custodian, or other intermediary for contributions or other assets, nor does HGRL retain any claim or responsibility over any escrow or custodial arrangements. Part V, Line 4: On May 1, 2021, Concord Hospital, Inc., the sole member of Concord Hospital - Franklin and Concord Hospital - Laconia, acquired certain assets of HGRL and Subsidiary (f/k/a LRGHealthcare), which included the hospitals that became Concord Hospital - Laconia and Concord Hospital - Franklin, and their ambulatory sites. As part of this acquisition, Concord Hospital, Inc. also acquired HGRL's existing endowments, which were subsequently divided and allocated to the two new Concord Hospital-entities. The endowment funds allocated to Concord Hospital are set aside to be used for general hospital and healthcare operations, and are thus considered unrestricted; or are to be restricted for the use of providing discount and/or charity care. As of its year ending September 30, 2022, HGRL has ceased to hold any endowments of its own, though HGRL continues to file the Form 990, Schedule D, Part V, to report information related to its endowment balances held in previous tax years. X X X X X 0 0 0 0 0 0 0 1 0 Raza M Shariff MD Former Physician 176802 0 35000 0 10005 0 0 0 9186 0 230993 0 0 0 Tajammul Shafique MD Former Physician 205399 0 0 0 10005 0 0 0 9040 0 224444 0 0 0 Frederic Fernholz MD Former Physician 197106 0 0 0 0 0 0 0 74 0 197180 0 0 0 Andrew Ray MD Former Physician 195308 0 0 0 0 0 0 0 0 0 195308 0 0 0 Christopher Weinmann MD Former Physician 179064 0 0 0 10005 0 0 0 0 0 189069 0 0 0 Steve Miller Former Restructuring Officer 143802 0 41571 0 0 0 0 0 662 0 186035 0 0 0 Kevin Donovan Former President & CEO 147150 0 0 0 7046 0 0 0 6848 0 161044 0 0 0 Frederick Jones MD Former Chief Medical Officer 113507 0 1200 0 10005 0 0 0 9186 0 133898 0 0 0 Part I, Line 7 As of May, 2021, the Organization ceased to maintain its own employees and engaged in wind-down transactions only. Prior to engaging in wind-down operations, the Organization would provide certain individuals (including those listed in Form 990, Part VII) a portion of their reportable compensation in the form of an incentive bonus. The primary purpose of the incentive pay was to recognize the quality of the performance of eligible physicians and executives of the former Hospital. The amount of the incentive pay bonus was based on performance relative to strategic goals and measurable objectives and was discretionary in nature. In accordance with IRS Instructions, all compensation, including non-fixed payments, reported on this tax return are for the 2021 calendar year. Russell Thibeault Former Trustee Russell Thibeault, a Former Trustee, exercised significant control over Bank of New Hampshire. HGRL historically maintained multiple cash accounts with Bank of New Hampshire, and transactions through this bank account were frequently in excess of $10,000. An exact figure cannot be stated due to daily account activity and balance changes, as well as the Organization's limited resources as it pursues its wind-down operations. The accounts were active prior to Mr. Thibeault joining the Board, and likely remained active after Mr. Thibeault left the board. All transactions with Bank of New Hampshire were at fair market value. Mr. Thibeault was considered an independent Trustee through his term date in May, 2021. As of December 2021, HGRL ceased to maintain its accounts with Bank of New Hampshire, and all net assets were transferred from HGRL into the HGRL Liquidating Trust. For transparency purposes, this relationship has been disclosed on this Schedule L. 0 Stuart Trachy Former Trustee Stuart Trachy, a Former Trustee, exercised significant control over Franklin Savings Bank. HGRL historically maintained a lockbox account with Franklin Savings Bank, and transactions through this account were frequently in excess of $10,000. An exact figure cannot be stated due to daily account activity and balance changes, as well as the Organization's limited resources as it pursues its wind-down operations. The accounts were active prior to Mr. Trachy joining the Board, and likely remained active after Mr. Trachy left the board. All transactions with Franklin Savings Bank were at fair market value. Mr. Trachy was considered an independent Trustee through his term date in May, 2021. As of December 2021, HGRL ceased to maintain its accounts with Franklin Savings Bank, and all net assets were transferred from HGRL into the HGRL Liquidating Trust. For transparency purposes, this relationship has been disclosed on this Schedule L. 0 Scott Clarenbach Former Trustee Scott Clarenbach, a Former Trustee, exercised significant control over Franklin Savings Bank. HGRL historically maintained a lockbox account with Franklin Savings Bank, and transactions through this account were frequently in excess of $10,000. An exact figure for the transactions in this cannot be stated due to daily account activity and balance changes, as well as the Organization's limited resources as it pursues its wind-down operations. The accounts were active prior to Mr. Clarenbach joining the Board, and likely remained active after Mr. Clarenbach left the board. All transactions with Franklin Savings Bank were at fair market value. Mr. Clarenbach was considered an independent Trustee through his term date in May, 2021. As of December 2021, HGRL ceased to maintain its accounts with Franklin Savings Bank, and all net assets were transferred from HGRL into the HGRL Liquidating Trust. For transparency purposes, this relationship has been disclosed on this Schedule L. 0 Robert Evans MD Former Board Member 22469 HGRL previously employed two individuals who are related to Dr. Robert Evans, who served as a board member until June of 2019. As Dr. Evans served within the last five tax years, he is considered an Interested Person according to IRS Instructions. Dr. Evans' son-in-law was an employee of HGRL through May 2021, when the Organization ceased to maintain employees, and therefore received 2021 compensation and benefits. Accordingly, this individual is considered a family member to an interested person warranting disclosure in Schedule L, Part IV. Dr. Evans' son-in-law, who was employed as an occupational therapist, received 2021 salary and benefits of $26,469. Salary and benefits paid to this individual was in line with the salary structure for similarly employed persons and represent market rate compensation. 0 Cash, cash equivalents, and receivables transferred-out or used in settlements 2022-09-30 25000000 Value per books (see supplemental statements) 876795755 HGRL Liquidating Trust 5 Bryant Park 1065 Avenue of New York NY 10018 Trust / Estate Investment interests transferred-out or disposed 2022-09-30 195000 Value per books (see supplemental statements) 876795755 HGRL Liquidating Trust 5 Bryant Park 1065 Avenue of New York NY 10018 Trust / Estate Accounts payable, accrued expenses, and short-term liabilities assumed by recipient or settled 2022-09-30 11277000 Value per books (see supplemental statements) 876795755 HGRL Liquidating Trust 5 Bryant Park 1065 Avenue of New York NY 10018 Trust / Estate Mortages and long-term debts assumed by recipient or settled 2022-09-30 110496000 Value per books (see supplemental statements) 876795755 HGRL Liquidating Trust 5 Bryant Park 1065 Avenue of New York NY 10018 Trust / Estate Other liabilities assumed by recipient or settled 2022-09-30 27335000 Value per books (see supplemental statements) 876795755 HGRL Liquidating Trust 5 Bryant Park 1065 Avenue of New York NY 10018 Trust / Estate 0 0 0 0 Form 990, Schedule N, Significant Disposition of Assets On October 19, 2020, HGRL (f/k/a LRGHealthcare) entered into an asset purchase agreement (the Agreement) with Concord Hospital, Inc. to acquire certain assets of Lakes Region General Hospital and Franklin Regional Hospital. Upon execution of the Agreement, HGRL filed a voluntary case under Chapter 11 of the United States bankruptcy code.On May 1, 2021, the Agreement was finalized and HGRL ceased operating as a healthcare entity, with the majority of its operating assets transferred to Concord Hospital, Inc. Accordingly, this transfer and the Organization's final operations as a healthcare entity was reported on the HGRL 2020 Form 990, for the year ending September 30, 2021.In December 2021, a Liquidating Trust Agreement was entered into with a liquidating trustee to transfer title of the remaining HGRL estate into a trust. The distribution of the trust assets under the formal plan and wind down of the affairs is being executed by the liquidating trustee, in compliance with the applicable U.S. and New Hampshire Bankruptcy Courts and IRS guidelines.The final transfers of HGRL assets into the Trust was completed as of the year ending September 30, 2022, and as reported on this Form 990. Accordingly, as of the end of this tax year, HGRL has ceased to hold any assets, has transferred out or settled all remaining net liabilities, has wound-down all operations, and remaining net assets have been reduced to zero. This amounted to $123,081,384 in negative net assets moved from the Organization into the Liquidating Trust, which was composed of approximately $25,000,000 in cash assets and receivables transferred or used to settle wind-down obligations; $195,000 in various investments to be disposed or transferred; $11,277,000 in accounts payable and accrued expenses to be settled or transferred; $110,496,000 in mortgages and debts transferred to the Liquidating Trust; and $27,335,000 in other liabilities transferred to the Liquidating Trust.It is the intention of HGRL to file articles of dissolution and to terminate its status as a legal entity within the coming years. Form 990, Part III, line 3 During a previous tax year, the Organization ceased all healthcare services and ceased to operate as a licensed Hospital. During the year covered by this tax return, the Organization has made final transfers of all remaining net assets into the HGRL Liquidating Trust, per a previously agreed upon liquidating agreement and in accordance with U.S. and New Hampshire Bankruptcy Courts and IRS Guidelines. Accordingly, as of the end of this tax year, HGRL has ceased to hold any assets, has transferred out all remaining net liabilities, has wound-down all operations, and remaining net assets have been reduced to zero. It is the intention of HGRL to file articles of dissolution and to terminate its status as a legal entity within the coming years. Form 990, Part VI, Section A, line 2 William Bald is a shareholder and president of Melcher & Prescott Insurance, an insurance brokerage firm based out of Laconia, NH. William Bald also serves on the HGRL Board of Directors. While no business transactions existed in the fiscal year covered by this return, it is possible that other trustees of HGRL, its employees, or the Organization itself may conduct business with Melcher & Prescott Insurance from time to time. Form 990, Part VI, Section A, line 3 Steve Miller, who served as the Organization's Interim CFO and Chief Restructuring Officer during the tax year, was a contract employee through QHR from October 1, 2019, through May 31, 2020; On June 1, 2020, Steve Miller became a temporary employee of the Hospital. As of May 1, 2021, the Organization transferred all hospital and healthcare assets to Concord Hospital, Inc., and ceased all other activity and operations other than wind-down procedures and final liquidating transfers. As of December 1, 2021, the Organization completed its final transfers of all remaining net assets to the HGRL Liquidating Trust. In accordance with IRS Instructions, Steve Miller was considered an Officer on the Board of HGRL through May 2021; Steve Miller was an employee of the Organization and oversaw managerial and operational duties typically reserved for top executives and key personnel. As Steve Miller was compensated in excess of $100,000 in the 2021 calendar year, he has been considered a "Former Officer" on this Form 990, and his 2021 calendar year compensation, as paid by HGRL as an employee of the Organization, has been disclosed in detail on Part VII and accompanying Schedule J. Steve Miller did not provide any services to HGRL during the period covered by this Form 990 (October 1, 2021, through September 30, 2022), nor did HGRL compensate or provide benefits Steve Miller after the Organization ceased operations in May 2021. Form 990, Part VI, Section A, line 6 HGRL has 850 members who are also considered stakeholders who are eligible to vote. Form 990, Part VI, Section A, line 7a The members, also known as stakeholders, may elect one or more board members of the governing body at the annual meeting. Form 990, Part VI, Section A, line 7b The members, also known as stakeholders, approve bylaws and articles of incorporation changes. The Members shall support the mission of HGRL, provide information to the Board of Trustees to enable it to better fulfill the vision, serve as ambassadors in the community, and perform such other functions and activities as requested by the Chair. Members may participate in the consideration of any matter that properly comes before a meeting of the Members and shall be eligible to hold any position with HGRL to which he or she may be elected, appointed or hired. Members shall elect new Members of HGRL, ratify the election and re-election of Trustees, and vote to dissolve the Corporation. Form 990, Part VI, Section B, line 11b A draft of the Form 990 is prepared with the assistance of an independent public accounting firm. The Wind Down Board, with the assistance of Craig Jalbert, a consultant, will oversee the process for reviewing and eventually filing the Form 990 once its preparation is complete. Form 990, Part VI, Section B, line 12c A copy of HGRL's conflict of interest policy is distributed annually to all officers, trustees, medical staff officers and committee members, and the senior team. All are required to report any conflicts and sign, date, and return the policy, whether or not a conflict exists, to confirm compliance. Conflicts are disclosed in accordance with State of New Hampshire RSA 7 19-A in the local newspaper and submitted to the New Hampshire Attorney General. Form 990, Part VI, Section B, line 15 As of May 2021, HGRL ceased all hospital and healthcare services as of May, 2021, including the maintenance of any employees or compensation arrangements. All activity after the May 2021 transaction consisted of wind-down transactions and bankruptcy proceedings. Prior to the cessation of hospital services, HGRL adhered to the following compensation policy: The CEO's compensation and benefits are reviewed, adjusted, and voted upon by the full board annually. The board of trustees uses comparative data provided by a consultant who surveys compensation for healthcare executives in the New Hampshire and broader New England area. Survey data from the New Hampshire Hospital Association (NHHA) and the American Society for Healthcare Human Resources (ASHHRA) is also used to validate that the salary, benefits, and pay range for the CEO is fair, reasonable, and competitive. The CEO is excused from discussions surrounding CEO compensation during any meeting. The CEO uses data provided from human resource consultants, NHHA and ASHHRA surveys to evaluate salaries and approve market adjustments for employees at the Vice President level and below. Physician salary ranges are established annually using the Medical Group Management Association (MGMA) salary survey data. These reviews are also conducted annually. Form 990, Part VI, Section C, line 19 HGRL (f/k/a LRGHealthcare) files audited financial statements annually with the New Hampshire Attorney General's Charitable Trust Unit. Current copies of the bylaws, conflict of interest policy, and Form 990 are on file with the Charitable Trust Unit. Copies of the Organization's governing documents, conflict of interest policy, and financial statements are also available to the public upon request. Form 990, Part XI, line 9: Net assets and liabilities transferred to HGRL Liquidating Trust 123,081,384. Form 990, Page 1, Part II: This document is signed by Cynthia Baron in her capacity as the Chair of Wind Down Committee and as a Liquidating Trustee of the HGRL Liquidating Trust. The Liquidating Trustee's appointment became effective on December 27, 2021, prior to which she was not employed by or responsible for the Debtor and was in no way involved with the maintenance of the Debtor's books and records. This return and/or form, and the information contained herein, is based entirely upon information contained in the Debtor's books and records, which have been provided to the Liquidating Trustee and her professionals. All efforts have been made to comply with relevant reporting requirements, based upon the information that has been made available. Form 990, Part V and Part VII, Employees and Payroll: On this 2021 Form 990 for the period ending September 30, 2022, the Organization is reporting numbers for Forms 1099 and W-2 issued on this Part V (96 and 1,280, respectively), as well as compensation and benefits paid to former employees and independent contractors on this Part VII. In May 2021, during the previous tax year, the Organization transferred all healthcare-related and operating assets to Concord Hospital, Inc. as part of the Organization's wind-down and liquidation procedures; as of May 2021, the Organization ceased to have any activity of its own, ceased to pay any contractors or professional fees, and ceased to maintain any employees or to make any compensation or benefit payments. Additionally, as of December 2021, the Organization transferred all remaining net assets to the HGRL Liquidating Trust, at which point the Organization ceased to hold any assets or liabilities, and its remaining net assets were effectively adjusted to zero. The Organization did not incur any operating activity during the period between May 2021 and December 2021. In accordance with IRS Instructions, all reported payroll and compensation filings and figures on this Form 990 are based on the Forms W-2 and/or 1099 filed for the calendar year ending within this tax year. Therefore, for this Form 990 covering the period ending September 30, 2022, the reported number of filed Forms 1099 and W-2 on this Part V and the compensation reported on Part VII is based on filings submitted and compensation paid during the 2021 calendar year, which would include the period from January 2021 through the cessation of all operations and activity in May 2021, but would not include the tax period covered by this Form 990 (October 1, 2021 through September 30, 2022). It is for this reason that payroll filings and compensation is reported on this Form 990, within Parts V and VII, but no contractor or employee expenses are included on this Form 990, Part IX. Lastly, the Organization did not file any Forms 1099 or W-2 for the 2022 calendar year.