2019-11-14T16:39:49-06:00 2018-12-31 410746749 CLIFTONLARSONALLEN LLP 5001 SPRING VALLEY ROAD SUITE 600W DALLAS TX 75244 990 2018-01-01 741403088 METHODIST RETIREMENT COMMUNITIES METH 2813632600 1440 LAKE FRONT CIRCLE NO 140 THE WOODLANDS TX 77380 DON STEPHENS CHIEF FINANCIAL OFFICER 2813632600 2019-11-14 1 MICHAEL SIEGEL P01587323 9723835700 67.137.57.251 2019-11-14 09:27:54 CS P E92CD7272A25738C44ECCB1DDD847714E5C7A195 D61E4F3D76E4108591F47283F88E71662B7E93F4 2018 2020-03-31 21:24:44Z DON STEPHENS 1440 LAKE FRONT CIRCLE NO 140 THE WOODLANDS TX 77380 4598263 0 X WWW.MRCAFF.ORG X 1965 TX THE ORGANIZATION PROVIDES ACCOUNTING, HR, IT, MARKETING, OPERATIONS AND EXECUTIVE AND STRATEGIC PLANNING TO THE AFFILIATES OF MRC AS THEY PROVIDE SERVICES TO THE MRC COMMUNITIES. 15 14 1324 14 0 0 3000 3500 3147759 3459865 1027641 85866 0 0 4178400 3549231 0 0 0 0 1998980 2387119 0 0 0 1024378 1094934 3023358 3482053 1155042 67178 13266211 12508984 5843480 5030203 7422731 7478781 X THE ORGANIZATION'S EXEMPT PURPOSE IS TO BE THE CORPORATE AND ADMINISTRATIVE HEADQUARTERS FOR METHODIST RETIREMENT COMMUNITIES AND ITS AFFILIATED MINISTRIES. 0 0 352302 3459865 THE ORGANIZATION IS THE CENTRAL SUPPORT HUB FOR METHODIST RETIREMENT COMMUNITIES AND ITS AFFILIATES, AN ORGANIZATION COMMITTED TO QUALITY LIVING FOR SENIOR ADULTS IN FAITH-BASED ENVIRONMENTS. THE ORGANIZATION TAKES GREAT PRIDE IN SEEING THAT OUR AFFILIATES ARE AN IMPORTANT PART OF THE BROADER, LOCAL COMMUNITY WHERE THEY SERVE SENIORS AND PROVIDE EMPLOYMENT IN MEETING OUR MISSION OF SERVICE MINISTRY TO SENIOR ADULTS. THE COVENANT CONNECTION WITH THE TEXAS ANNUAL CONFERENCE OF UNITED METHODISTS LINKS THE ORGANIZATION TO ITS HERITAGE AND ORIGIN, THOUGH THE ENTIRE SYSTEM OPENLY ACCEPTS PERSONS OF ALL FAITHS AND BELIEFS; WITH NO DISCRIMINATION TOWARD RESIDENTS, STAFF, BOARD MEMBERS, VOLUNTEERS, DONORS, VENDORS, ETC. THE ORGANIZATION ENCOURAGES DONATIONS TO OUR FOUNDATION TO HELP OUR AFFILIATES ASSIST AND RETAIN RESIDENTS WHO RUN LOW ON FUNDS OR EVENTUALLY EVEN OUT OF MONEY THROUGH NO FAULT OF THEIR OWN. THE ORGANIZATION PROVIDES FINANCE, ACCOUNTING, HUMAN RESOURCES, TECHNOLOGY, MARKETING, OPERATIONS AND EXECUTIVE & STRATEGIC PLANNING LEADERSHIP TO THE AFFILIATES OF MRC AS THE AFFILIATES PROVIDE SERVICES, PROGRAMS, ACTIVITIES, CARE AND HOUSING TO SENIORS IN INDEPENDENT/RESIDENTIAL APARTMENTS (BOTH MARKET-RATE AND LOW-INCOME), ASSISTED LIVING APARTMENTS, SPECIALTY MEMORY SUPPORT SUITES FOR THOSE WITH ALZHEIMER'S AND OTHER DEMENTIAS, SKILLED NURSING & REHABILITATION UNITS, AND HOME HEALTH & HOME SERVICES. THE ORGANIZATION OVERSEES THE LICENSING WHEREBY SOME OF THE ORGANIZATION'S AFFILIATES ACCEPT MEDICARE, MEDICAID AND/OR HUD PAYMENTS ALONG WITH PRIVATE PAY AND CERTAIN INSURANCE PLANS. THE ORGANIZATION ENCOURAGES ITS AFFILIATES TO ALSO OPEN ITS DOORS IN ITS LOCAL BROADER COMMUNITY TO PERIODICALLY PROVIDE SPACE USE FOR OTHER LOCAL NONPROFITS, SUCH AS LIONS, ROTARY, CHAMBER, ETC. 352302 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 1 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 1 40 0 1324 1 0 1 CJ 0 0 0 0 0 0 0 0 0 0 X 15 14 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X MICHELLE MILES 2812100127 1440 LAKE FRONT CIRCLE STE 140 THE WOODLANDS TX 77380 MRS KIMBERLY DENNEY CHAIR 1.00 16.00 X X 0 0 0 MR WAYNE HAGLUND VICE CHAIR 1.00 15.00 X X 0 0 0 MR RONALD E JENNETTE PRESIDENT 3.00 37.00 X X 333238 0 52606 MS ALYCE ANNE BAGGETT DIRECTOR 1.00 10.00 X 0 0 0 DR JESSE BRANNEN DIRECTOR 1.00 7.00 X 0 0 0 MR SAM H BURRIS JR DIRECTOR 1.00 8.00 X 0 0 0 MR JOHN HICKS DIRECTOR 1.00 6.00 X 0 0 0 MR BILL KING DIRECTOR 1.00 6.00 X 0 0 0 MRS LISA MCNAIR DIRECTOR 1.00 6.00 X 0 0 0 DR CHARLES R MILLIKAN DIRECTOR 1.00 1.00 X 0 0 0 REV PRESTON MORGAN DIRECTOR 1.00 1.00 X 0 0 0 MR DONALD N MORRISS DIRECTOR 1.00 16.00 X 0 0 0 REV BT WILLIAMSON DIRECTOR 1.00 16.00 X 0 0 0 REV JACK WOMACK DIRECTOR 1.00 16.00 X 0 0 0 MR THOMAS R WUSSOW DIRECTOR 1.00 9.00 X 0 0 0 MR DON STEPHENS CFO/TREASURER 3.00 37.00 X 181722 0 27662 MR CHARLES CHILDRESS PAST COO 0.00 40.00 X 56056 0 5864 MS HEATHER LEWIS ASSISTANT SECRETARY 1.00 39.00 X 69544 0 7434 MS JENNIFER POE SECRETARY 1.00 39.00 X 44404 0 2550 MR MATTHEW CURRIE VP/EXECUTIVE DIRECTOR 0.00 40.00 X 146322 0 9817 MS AMY THOMAS VP/EXECUTIVE DIRECTOR 0.00 40.00 X 141866 0 31547 MR GREGORY ROSSI EXECUTIVE DIRECTOR 0.00 40.00 X 127233 0 27663 MS FRANCES BELTRAN VP HUMAN RESOURCES 0.00 40.00 X 123783 0 17312 MR STEVEN RAUSCH VP OF TECHNOLOGY 0.00 40.00 X 118836 0 12952 1343004 0 195407 12 0 1 0 BRACEWELL & GUILIANI LLP PO BOX 848566 DALLAS TX 752848566 LEGAL SERVICES 201246 CLIFTONLARSONALLEN LLP 5001 SPRING VALLEY ROAD DALLAS TX 75244 PROFESSIONAL ACCOUNTING/TAX SERVICES 185339 SOLARIS ADVISORS LLC 645 MADISON AVE 8TH FLOOR NEW YORK NY 10022 INVESTMENT MANAGEMENT SERVICES 122372 GMSC TEXAS LLC 225 E JOHN CARPENTER FREEWAY STE IRVING TX 75062 ARCHITECTURE/PROFESSIONAL SERVICES 115680 4 3500 3500 MANAGEMENT FEES 623000 3459865 3459865 3459865 97201 97201 1037697 1049032 -11335 -11335 -11335 3549231 3459865 0 85866 684964 684964 1269604 1269604 35220 18081 17139 259660 133305 126355 137671 70678 66993 28519 28519 15190 15190 235788 235788 4233 4233 24978 24978 142526 142526 16853 16853 186849 186849 42559 42559 58583 57411 1172 66467 65138 1329 11340 7689 3651 LEASE PAYMENTS 93783 93783 EDUCATIONAL/TRAINING 68226 68226 TELEPHONE 34615 34615 MISCELLANEOUS 17251 17251 47174 47174 3482053 352302 3129751 0 961476 468471 3567223 3643096 1836142 3247194 4930146 4406944 231032 221082 805425 700769 1203438 104656 500920 311191 35834 106350 13266211 12508984 391632 269487 5451848 4760716 5843480 5030203 X 7326448 7382498 96283 96283 7422731 7478781 13266211 12508984 X 67178 -19742 8614 X X 0 1 X 1 0 X 1031644 19796 27882 3000 3500 1085822 2409972 2688236 2923763 3147759 3459865 14629595 3441616 2708032 2951645 3150759 3463365 15715417 0 0 0 15715417 44925 48818 581942 1039813 97201 1812699 44925 48818 581942 1039813 97201 1812699 3486541 2756850 3533587 4190572 3560566 17528116 0.89660 0.89440 0.10340 0.10560 X 79630 79630 0 725795 621139 104656 104656 X 3538103 -19742 8614 -11128 3549231 0 3549231 3482053 0 3482053 0 3482053 PART X, LINE 2: THE ORGANIZATION'S INCOME TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. THE ORGANIZATION IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE ITS TAX-EXEMPT STATUS. THE ORGANIZATION REPORTS ANY ACTIVITIES THAT ARE SUBJECT TO TAX ON UNRELATED BUSINESS INCOME OR EXCISE OR OTHER TAXES AND FILES ALL PROPER RETURNS RELATED TO THESE ACTIVITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN VALUE OF INTEREST RATE SWAPS 8,614. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 120000 0 0 0 0 0 0 120000 0 120000 1 0 1 0 0 0 FORM 990, SCHEDULE F, PART V NFP ASSURANCE GROUP LTD. IS INCORPORATED AS A WHOLLY-OWNED SUBSIDIARY OF MRC UNDER THE LAWS OF THE CAYMAN ISLANDS AND PROVIDES ALTERNATIVE RISK FINANCING TO MRC AND ITS AFFILIATED MINISTRIES. X 1 0 X X X 0 0 0 0 0 0 0 0 0 MR RONALD E JENNETTE PRESIDENT 333238 0 0 0 0 0 32406 0 20200 0 385844 0 0 0 MR DON STEPHENS CFO/TREASURER 181722 0 0 0 0 0 9199 0 18463 0 209384 0 0 0 MR MATTHEW CURRIE VP/EXECUTIVE DIRECTOR 146322 0 0 0 0 0 6900 0 2917 0 156139 0 0 0 MS AMY THOMAS VP/EXECUTIVE DIRECTOR 141866 0 0 0 0 0 7500 0 24047 0 173413 0 0 0 MR GREGORY ROSSI EXECUTIVE DIRECTOR 127233 0 0 0 0 0 6663 0 21000 0 154896 0 0 0 PART I, LINE 1A THE FOLLOWING INDIVIDUALS RECEIVED A TAX INDEMIFCATION AND GROSS-UP PAYMENTS DURING 2018: RONALD JENNETTE (PRESIDENT) $323 DON STEPHENS (CFO) $323 CHARLES CHILDRESS (COO) $173 GREGORY ROSSI (EXECUTIVE DIRECTOR) $323 STEVEN RAUSCH (VP OF TECHNOLOGY) $113 MATTHEW CURRIE (VP/EXECUTIVE DIRECTOR) $113 AMY THOMAS (VP/EXECUTIVE DIRECTOR) $113 FRANCES BELTRAN (VP HUMAN RESOURCES) $323 FORM 990, PART VI, SECTION B, LINE 11B THE MANAGEMENT TEAM CURRENTLY REVIEWS ALL FORM 990S PRIOR TO FILING WITH THE IRS. THEY COMPARE THE RESULTS TO THE AUDITED FINANCIAL STATEMENTS AND REVIEW ALL DISCLOSURE INFORMATION. THE 990S ARE REVIEWED AND APPROVED BY THE AUDIT COMMITTEE OF THE BOARD AND ALSO MADE AVAILABLE TO THE ENTIRE BOARD PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION REQUIRES SIGNED AFFIDAVIT IDENTIFYING CONFLICT OF INTEREST BY ANNUAL BOARD MEETING OF MRC EACH YEAR. FORM 990, PART VI, SECTION B, LINE 15 SALARY FOR THE CEO, EXECUTIVE DIRECTOR, OR TOP MANAGEMENT OFFICIAL IS SET BY THE MRC BOARD. IN DECIDING COMPENSATION OF OTHER OFFICERS OR KEY EMPLOYEES HUMAN RESOURCES COLLECTS COMPARABILITY DATA FROM INDUSTRY RESOURCES RELATED TO ALL INDUSTRY-RELATED POSITIONS. THIS IS SHARED WITH APPROPRIATE SUPERVISORS OR OTHERS IN APPROVAL PROCESS. VP OF HR COLLECTS COMPARABILITY DATA FROM INDUSTRY RESOURCES RELATED TO ALL INDUSTRY-RELATED POSITIONS. EACH LOCATION SUBMITS RECOMMENDATIONS WITHIN WAGE SCALE PARAMETERS TO CEO. CEO APPROVES WITHIN BOARD APPROVED BUDGETED GUIDELINES. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS 8,614. FORM 990, PART XII, LINE 2C THE ORGANIZATION HAS A COMMITTEE WHICH ASSUMES RESPONSIBILITY FOR CHOOSING THE INDEPENDENT AUDITOR AND OVERSIGHT OF THE INDEPENDENT AUDIT. THIS PROCESS IS CONSISTENT WITH PRIOR YEARS. FORM 926, SUPPLEMENTAL INFORMATION REQUIRED TO BE REPORTED CONTINUATION: THIS STATEMENT IS PURSUANT TO REGULATION SECTION 1.351-3(A) BY THE FOLLOWING ENTITY, A SIGNIFICANT TRANSFEROR, METHODIST RETIREMENT COMMUNITIES (EIN: 74-1403088). DURING CALENDAR YEAR ENDING DECEMBER 31, 2018, METHODIST RETIREMENT COMMUNITIES (EIN: 74-1403088), A U.S. TAX-EXEMPT CORPORATION, MADE DIRECT, INDIRECT AND/OR CONSTRUCTIVE TRANSFERS OF CASH IN THE AMOUNTS OF $3,886,775 TO NFP ASSURANCE GROUP, LTD. (EIN: 98-0405035), ITS SUBSIDIARY FORMED IN THE CAYMAN ISLANDS. THE COST BASIS IN THE CASH EQUALS THE FAIR MARKET VALUE. NO PRIVATE LETTER RULINGS WERE RECEIVED IN CONNECTION WITH THE SECTION 351 EXCHANGES. 1. TRANSFEROR. METHODIST RETIREMENT COMMUNITIES EIN: 74-1403088 1440 LAKE FRONT CIRCLE STE 140, THE WOODLANDS, TX 77380 2. TRANSFER. I. TRANSFEREE NFP ASSURANCE GROUP, LTD. EIN: 98-0405035 113 SOUTH CHURCH ST., QUEENSGATE HOUSE, 5TH FL, GRAND CAYMAN, CAYMAN ISLANDS KY1-1102 II. TRANSFER. METHODIST RETIREMENT COMMUNITIES, A U.S. TAX-EXEMPT CORPORATION (THE "TRANSFEROR"), MADE DIRECT, INDIRECT AND/OR CONSTRUCTIVE TRANSFERS OF CASH DURING THE CALENDAR YEAR ENDING DECEMBER 31, 2018 IN THE AMOUNT OF $3,886,775 IN U.S. DOLLARS (THE "TRANSFERS") TO NFP ASSURANCE GROUP, LTD., ITS WHOLLY-OWNED SUBSIDIARY FORMED IN THE CAYMAN ISLANDS (THE "TRANSFEREE"). THE COST BASIS IN THE CASH TRANSFERRED EQUALS THE FAIR MARKET VALUE. THE TRANSFERS REPRESENTED CAPITAL CONTRIBUTIONS BY THE TRANSFEROR TO THE TRANSFEREE PURSUANT TO CODE SECTION 351 OR AS NON-TAXABLE DEPOSITS. 3. CONSIDERATION RECEIVED. THE TRANSFEREE DID NOT ISSUE ADDITIONAL SHARES TO THE TRANSFEROR IN EXCHANGE FOR THE CAPITAL CONTRIBUTIONS (OR NON-TAXABLE DEPOSITS) BECAUSE THE TRANSFEROR IS THE SOLE SHAREHOLDER OF THE TRANSFEREE AND THE ISSUANCE OF ADDITIONAL SHARES WOULD HAVE BEEN MEANINGLESS GESTURES ACCORDING TO FEDERAL TAX PRINCIPLES. 4. PROPERTY TRANSFERRED. I. ACTIVE BUSINESS PROPERTY. THE TRANSFEROR MADE DIRECT, INDIRECT, CONSTRUCTIVE TRANSFERS AND/OR NON-TAXABLE DEPOSITS OF CASH IN THE AMOUNT OF $3,886,775 IN U.S. DOLLARS TO THE TRANSFEREE IN CONNECTION WITH AN ALTERNATIVE RISK FINANCING ARRANGEMENT. THE COST BASIS IN THE CASH EQUALS THE FAIR MARKET VALUE. II. STOCK OR SECURITIES. NOT APPLICABLE III. DEPRECIATED PROPERTY. NOT APPLICABLE IV. PROPERTY TO BE LEASED. NOT APPLICABLE V. PROPERTY TO BE SOLD. NOT APPLICABLE VI. TRANSFERS TO FSCS. NOT APPLICABLE VII. TAINTED PROPERTY. A. INVENTORY, ETC. PROPERTY DESCRIBED IN 1.367(A)-5T(B). NOT APPLICABLE B. INSTALLMENT OBLIGATIONS, ETC. PROPERTY DESCRIBED IN 1.367(A)-5T(C). NOT APPLICABLE C. FOREIGN CURRENCY, ETC. PROPERTY DESCRIBED IN 1.367(A)-5T(D). NOT APPLICABLE D. INTANGIBLE PROPERTY. PROPERTY DESCRIBED IN 1.367(A)-5T(E). NOT APPLICABLE E. LEASED PROPERTY. PROPERTY DESCRIBED IN 1.367(A)-4T(F). NOT APPLICABLE VIII. FOREIGN LOSS BRANCH. NOT APPLICABLE IX. OTHER INTANGIBLES. NOT APPLICABLE 5. TRANSFER OF FOREIGN BRANCH WITH PREVIOUSLY DEDUCTED LOSSES. I. BRANCH OPERATION. NOT APPLICABLE II. BRANCH PROPERTY. NOT APPLICABLE III. PREVIOUSLY DEDUCTED LOSSES. NOT APPLICABLE IV. CHARACTER OF GAIN. NOT APPLICABLE 6. APPLICATION OF SECTION 367(A)(5). NOT APPLICABLE METHODIST RETIREMENT COMMUNITIES GROUP RETURN 1440 LAKE FRONT CIRCLE STE 140 THE WOODLANDS TX 77380 384022302 PROVIDING HOUSING FOR ELDERLY & HANDICAPPED INDIVIDUALS TX 501(C)(3) LINE 10 METHODIST RETIREMENT COMMUNITIES 1 THE PINECREST RETIREMENT TRUST 1440 LAKE FRONT CIRCLE STE 140 THE WOODLANDS TX 77380 752802726 PROVIDING HOUSING FOR ELDERLY & HANDICAPPED INDIVIDUALS TX 501(C)(3) LINE 12A, I METHODIST RETIREMENT COMMUNITIES 1 UNITED METHODIST SENIOR SERVICES FOUNDATION 1440 LAKE FRONT CIRCLE STE 140 THE WOODLANDS TX 77380 205992404 PROVIDING HOUSING FOR ELDERLY & HANDICAPPED INDIVIDUALS TX 501(C)(3) LINE 12A, I METHODIST RETIREMENT COMMUNITIES 1 NFP ASSURANCE GROUP PO BOX 1085 5TH FLOOR QUEENSGATE HO CJ 980405035 SELF-INSURANCE CJ METHODIST RETIREMENT COMMUNITIES C 504493 3524640 1.00000 1 0 1 1 1 1 0 0 0 0 0 1 1 0 0 0 0 1 0 0 METHODIST RETIREMENT COMMUNITIES GROUP RETURN D 4406944 FMV METHODIST RETIREMENT COMMUNITIES GROUP RETURN E 4795679 FMV NFP ASSURANCE GROUP LTD K 93783 FMV METHODIST RETIREMENT COMMUNITIES GROUP RETURN L 3285427 FMV METHODIST RETIREMENT COMMUNITIES GROUP RETURN Q 3202016 FMV SCHEDULE R, PART II: THE CURRENT YEAR SCHEDULE EXCLUDES THE FOLLOWING RELATED TAX-EXEMPT ORGANIZATIONS AS THESE ORGANIZATIONS ARE NOW INCLUDED UNDER THE METHODIST RETIREMENT COMMUNITIES GROUP RETURN (EIN 38-4022302): MRC CRESTVIEW PLACE (EIN 74-2989751) MRC CRESTVIEW TERRACE (EIN 76-0669542) CRESTIVEW UNITY (EIN 76-0697463) MRC PINECREST (EIN 76-0347078) MRC CORNERSTONE (EIN 76-0454486) HAPPY HARBOR SENIOR HOUSING (76-0674922) BAYVIEW SENIOR HOUSING (EIN 20-8289146) MRC TOWNCREEK (EIN 76-0668992) MRC CRESTVIEW (EIN 76-0520414) HAPPY HARBOR METHODIST HOME, INC. (EIN 74-6078737) ALDERSGATE TRUST (EIN 76-6176219) MRC SENIOR LIVING (EIN 45-4198642) MRC SENIOR LIVING FORT WORTH (EIN 82-1763037) MRC SENIOR LIVING SAN ANTONIO (EIN 82-1746315) MRC SENIOR LIVING SUGAR LAND (EIN 83-0615162)