2014-11-14T11:10:12-06:00 2013-12-31 410746749 CliftonLarsonAllen LLP 5001 Spring Valley Road Suite 600W Dallas TX 75244 990 2013-01-01 752516330 Sears Methodist Retirement System Inc SEAR 3256915519 One Village Drive No 400 Abilene TX 79606 Randal Crosswhite Interim CFO 5123296716 2014-11-13 1 Michael Siegel P01587323 9723835700 2013 2015-11-30 17:44:51Z Susan Whittle 1114 Lost Creek Blvd Suite 210 Austin TX 78746 4814239 0 X www.sears-methodist.org X 1993 TX The mission of Sears is to provide leadership in response to the needs of our aging population. We believe we have a responsibility for studying, analyzing, planning, developing, and implementing quality service to the aging where appropriate needs are found for Health Care and residential living services and can be provided in a Christian environment. 9 9 85 0 0 0 201061 256072 4724000 4448000 233904 110135 10916 0 5169881 4814207 0 0 0 0 3970659 2647014 0 0 0 7729125 10377343 11699784 13024357 -6529903 -8210150 30054569 33689221 97550664 103221322 -67496095 -69532101 X The mission of Sears is to provide leadership in response to the needs of our aging population. We believe we have a responsibility for studying, analyzing, planning, developing, and implementing quality service to the aging where appropriate needs are found for Health Care and residential living services and can be provided in a Christian environment. 0 0 6804156 4448000 General and Administrative Support for a tax exempt system of retirement and nursing home operations. 6804156 1 1 0 0 0 0 0 0 0 0 1 1 0 1 1 1 0 0 0 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 21 0 85 1 0 0 0 0 0 0 0 0 0 0 X 9 9 0 1 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X Randal Crosswhite Interim CFO 3256915519 One Village Drive Suite 400 Abilene TX 79606 Larry Dodson Chairman 1.00 8.00 X X 0 0 0 Rick Rhodes Vice Chairman 1.00 8.00 X X 0 0 0 Carol Denton Secretary 1.00 8.00 X X 0 0 0 David Lynn Treasurer 1.00 8.00 X X 0 0 0 Quintan Chamness Trustee 1.00 8.00 X 0 0 0 Barbara Cherry Trustee 1.00 8.00 X 0 0 0 Bita Kash Trustee 1.00 8.00 X 0 0 0 Dan Olson Trustee 1.00 8.00 X 0 0 0 Mike Sullivan Trustee 1.00 8.00 X 0 0 0 Keith Perry President, CEO and Ex-Officio Trustee 24.00 16.00 X 314193 0 136832 Terry Myers Senior Vice President & CFO 24.00 16.00 X 253127 0 45939 Gary Anderson Executive Vice President & COO 24.00 16.00 X 187944 0 21578 Michael Sims Senior Vice President - Operations 24.00 16.00 X 191709 0 62402 Kenneth Fincher Senior Vice President and Director of Sears Method 2.00 38.00 X 139459 0 21063 Windell Hawkins Senior Vice President - Risk Management 24.00 16.00 X 113519 0 39992 Kent Herring Regional Vice President & Executive Director 2.00 38.00 X 135898 0 42349 Randal Crosswhite Vice President & Controller 24.00 16.00 X 141963 0 22867 Melanie Juel Vice President - Human Resources 24.00 16.00 X 141143 0 4794 Gordon Shoger Vice President - Financial Operations 24.00 16.00 X 123812 0 13948 Terry Huskey Vice President - Information Technology 24.00 16.00 X 103225 0 29342 Mary Goodin Vice President - Clinical Services 24.00 16.00 X 87105 0 7761 Stephen Illingworth Vice President - Veterans Services 24.00 16.00 X 49539 0 0 Cheryl Harding Executive Director 2.00 38.00 X 149140 0 16336 Pamela McGrew Executive Director 2.00 38.00 X 106895 0 31160 Diana Zarate Administrator 2.00 38.00 X 105435 0 29972 Wendy Grimes Administrator 2.00 38.00 X 103753 0 14068 Leah Ware Administrator 2.00 38.00 X 112137 0 0 2559996 0 540403 17 0 1 0 CliftonLarsonAllen LLP 5001 Spring Valley Road Ste 600W Dallas TX 75244 Accounting and Consulting Services 331425 Carls McDonald & Dalrymple LLP 901 S Mopac Expwy Barton Oaks Pla Austin TX 78746 Legal and Consulting Services 130999 Eugene DuChamp 5971 Newbury Circle Melbourne FL 32940 Consulting Services 114911 Life Care Services LLC 400 Locust St Suite 820 Des Moines IA 50309 Management Fees 103144 4 7507 248565 256072 Intercampus Fees 623000 4448000 4448000 4448000 110167 110167 32 -32 -32 -32 4814207 4448000 0 110135 2077576 1662061 415515 205693 164554 41139 85196 85196 115851 115851 162698 130158 32540 290862 290862 632636 632636 12431 9945 2486 118750 118750 245490 245490 174861 139889 34972 5656653 4525322 1131331 2875835 2875835 18634 14907 3727 Equipment Rental and Ma 196650 157320 39330 Miscellaneous 119063 119063 Dues and Subscriptions 23805 23805 Training/Education 11335 11335 338 338 13024357 6804156 6220201 0 104580 4399646 3746838 355883 49293 204924 235920 125691 2773316 1736899 1066855 1036417 8044484 9881122 12125779 12377899 3826002 6162457 30054569 33689221 1168458 1679327 141666 91666 73568376 95475000 20362129 5073723 2310035 901606 97550664 103221322 X -67496095 -69532101 -67496095 -69532101 30054569 33689221 X -8210150 -75464 6249608 X X 0 0 0 X X X 0 0 0 Sears Methodist Centers Inc 751234917 9 0 1 1 0 Sears Panhandle Retirement Corporation 752503233 9 0 1 1 0 Sears Permian Retirement Corportation 752707608 9 0 1 1 0 Sears Plains Retirement Corporation 752768233 9 0 1 1 0 Sears Brazos Retirement Corporatoin 010598053 9 0 1 1 0 Sears Tyler Methodist Retirement Corporation 203500571 9 0 1 1 0 Sears Caprock Retirement Corporation 020709581 9 0 1 1 0 Sears Methodist Foundation 757692545 509(a)(3) 0 1 1 0 8 0 Schedule A, Page 1, Line 11: In order to streamline operations and not duplicate functions, most administrative functions are provided by this entity to the listed supported organizations. Therefore, there is not a quantitative amount of support paid to the organizations for the services provided. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 830150 830150 163549 139842 23707 1779617 1597057 182560 1036417 Investment in CCIC 681937 F Investment in Sears Methodist Foundation 11395962 F Investment in Southwest Assurance Company, Ltd. 300000 F 12377899 Due From Other Campuses 2811811 Interest Receivable 47950 Bond Issuance Cost 2469193 Construction In Progress 833503 6162457 Deferred Compensation 210741 Interest Payable 690865 901606 X Part X, Line 2: The System adopted the income tax standard for uncertain tax positions. This standard clarifies the accounting for uncertainty in income taxes recognized in an organization's financial statements in accordance with the income tax standard. This standard prescribes recognition and measurement of tax positions taken or expected to be taken on a tax return that are not certain to be realized. The System's income tax returns are subject to review and examination by federal, state, and local authorities. The System is not aware of any activities that would jeopardize its tax-exempt status. The System is not aware of any activities that are subject to tax on unrelated business income or excise or other taxes. The tax returns for the years 2010 to 2013 are open to examination by federal, local, and state authorities. Central America and the Caribbean - 0 1 Investment - Captive Insurance Company 986120 0 1 0 0 0 1 986120 0 986120 1 0 1 0 0 0 X X X 1 1 0 0 0 0 0 0 0 Keith Perry President, CEO and Ex-Officio Truste 277027 0 33338 0 3828 0 136832 0 0 0 451025 0 0 0 Terry Myers Senior Vice President & CFO 238000 0 15000 0 127 0 45939 0 0 0 299066 0 0 0 Gary Anderson Executive Vice President & COO 37944 0 0 0 150000 0 21578 0 0 0 209522 0 0 0 Michael Sims Senior Vice President - Operations 185276 0 0 0 6433 0 62402 0 0 0 254111 0 0 0 Kenneth Fincher Senior Vice President and Director o 135684 0 0 0 3775 0 21063 0 0 0 160522 0 0 0 Windell Hawkins Senior Vice President - Risk Managem 113224 0 0 0 295 0 39992 0 0 0 153511 0 0 0 Kent Herring Regional Vice President & Executive 127222 0 8500 0 176 0 42349 0 0 0 178247 0 0 0 Randal Crosswhite Vice President & Controller 141530 0 0 0 433 0 22867 0 0 0 164830 0 0 0 Cheryl Harding Executive Director 144103 0 5000 0 37 0 16336 0 0 0 165476 0 0 0 Part I, Lines 4a-b Per Form 990, Schedule J, Part 1, Line 4a, the following people received severance payments. Here are their names and the amounts received: Gary Anderson $150,000 Mary Goodin $24,958 Per Form 990, Schedule J, Part 1, Line 4b, the following people participated in, or received payment from, a supplemental nonqualified retirement plan. Here are their names and the amounts received: Keith Perry $136,832 Terry Myers $45,939 Gary Anderson $21,578 Michael Sims $62,402 Kenneth Fincher $21,063 Windell Hawkins $39,992 Kent Herring $42,349 Randal Crosswhite $22,867 Melanie Juel $4,794 Gordon Shoger $13,948 Terry Huskey $29,342 Mary Goodin $7,761 Cheryl Harding $16,336 Pamela McGrew $31,160 Diana Zarate $29,972 Wendy Grimes $14,068 Cy Jenkins $6,942 A Abilene Health Facilities Development Corporation 756000440 003453BJ5 2003-04-22 47034298 Construction of facilities in the obligated group 0 0 0 B Red River Health Facilities Development Corporation 371545514 75687DAR4 2013-05-09 91585000 Refund prior issues, provide funds for construction and equipment 0 0 0 A 46312298 47222187 4447232 1269944 9471525 32033486 2004 0 0 1 1 B 91585000 6470782 451439 1831700 1049329 78750118 2939283 1 0 0 1 A 0 0 1 0 0 0 0 1 B 0 0 0 0 0 0 1 A 0 0 0 1 0 0 0 0 0 B 0 1 0 0 0 0 0 0 0 A 0 B 0 Date Rebate Computation Performed Issuer Name: Abilene Health Facilities Development Corporation Date the Rebate Computation was Performed: 02/04/2009 Schedule K, Parts I & II, Bond A There is a difference between the issue price and total proceeds of issue for the bond shown in Column A because it was issued at a $187,889 discount. Schedule K, Part II, Line 11 Bond B: Other spent proceeds went to repaying Capital One obligations and refunding prior issues from 1998, 1999, and 2003. Schedule K, Part V The Organization has represented that it will, and covenanted to, comply with all tax requirements iposed by the Code to satisfy Setions 141 and 145 through 150 of the Code in the tax certificate and loan agreement related to the tax-exempt bond issue. Other than these representations and covenants, the Organization has not adopted post-issuance monitoring procedures. The Organization realizes that post-issuance monitoring procedures are an important tool in the management of issues arising after tax-exempt bonds are issued. While the Organization does not currently have detailed written procedures, it however has consultants, with whom it consults form time to time on an ad hoc basis, including bond counsel, to ensure ongoing compliance with tax and securities laws. In addition, the Organization is considering establishing additional post-issuance monitoring procedures to ensure continued compliance with Sections 141 and 145 through 150 of the Code. Form 990, Part VI, Section A, line 1 The Executive Committee often makes decisions for the Board; however, the Board is always notified of any action the Executive Committee takes. The Executive Committee is composed of the Chairman, Vice Chairman, Secretary, Treasurer, and President. The President is a non-voting member with voice. With regard to scope, the Executive Committee "shall possess and may exercise all the powers of the Board of Trustees except as subject to the provisions of Article 7.07. The Executive Committee shall exercise these powers only when it is impractical to convene a called meeting of the Board of Trustees. The Board of Trustees may delegate specific authority or responsibility to the Executive Committee." The Executive Committee may not: Amend the Articles of Incorporation; Adopt a plan of merger or a plan of consolidation with another corporation; Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; Authorize the voluntary dissolution of the Corporation; Revoke proceedings for the voluntary dissolution of the Corporation; Adopt a plan for the distribution of the assets of the Corporation; Amend, alter or repeal the bylaws; Elect, appoint, or remove a member of a committee or a Trustee or officer of the Corporation; Approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as defined in paragraph 10.05, below; Take any action outside the scope of authority delegated to it by the Board of Trustees; Take final action on a matter that requires the approval of the Board of Trustees. Form 990, Part VI, Section A, line 3 Sears Methodist Retirement System, Inc. entered into a management contract with Life Care Services. Form 990, Part VI, Section B, line 11 A copy of the form 990 was e-mailed to all board members for review and approval before filing the return. Form 990, Part VI, Section B, line 12c Conflict of Interest statements are completed annually by Sears Methodist Retirement System Board of Trustees and all senior staff. Any new Board Members or senior staff are required to complete the statement upon being hired or elected to the Board of Trustees. Form 990, Part VI, Section B, line 15 The compensation for the CEO is determined by the Performance/Compensation Committee and is approved by the Board of Trustees in an annual review. Any raise or bonus is discussed and voted on by the board. On a regular basis, the organization subscribes to an outside compensation survey to help determine compensation for the CEO and other top management officials. Each Senior VP or Executive VP review or salary increase is determined by the CEO in an annual review process. Each senior VP has key officers under them that are reviewed in the same manner. The most recent review of compensation by independent persons was done in 2011. Form 990, Part VI, Section C, line 19 Although not required, the organization will provide photocopies of its governing documents, conflict of interest policy, and financial statements to those who request one or more of these items. Form 990, Part XI, line 9: Receipts Under Swap Agreement 97,488. Change in SMF Investment 252,120. Debt Service Payments 5,900,000. 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 & Form 5471 Please note that Forms 926 & 5471 were not prepared by CliftonLarsonAllen LLP; the information provided herein was duplicated for e-filing. Preparation of these forms was completed by: EisnerAmper LLP 111 Wood Avenue South Iselin, NJ 08830-2700 Sears Methodist Senior Housing LLC 1114 Lost Creek Blvd Ste 220 Austin TX 78746 260888483 Senior Living TX 0 0 Sears Methodist Retirement System Inc Sears Methodist Centers Inc One Village Drive Suite 400 Abilene TX 79606 751234917 Senior Living TX 501(c)(3) Line 9 Sears Methodist Retirement System Inc 1 Sears Panhandle Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 752503233 Senior Living TX 501(c)(3) Line 9 Sears Methodist Retirement System Inc 1 Sears Permian Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 752707608 Senior Living TX 501(c)(3) Line 9 Sears Methodist Retirement System Inc 1 Sears Methodist Foundation One Village Drive Suite 400 Abilene TX 79606 755692545 Manages charitable funds for all SMRS related entities TX 501(c)(3) Line 11c, III-FI Sears Methodist Retirement System Inc 1 Sears Caprock Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 020709581 Senior Living TX 501(c)(3) Line 9 Sears Methodist Retirement System Inc 1 Sears Plains Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 752768233 Senior Living TX 501(c)(3) Line 9 Sears Methodist Retirement System Inc 1 Sears Tyler Methodist Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 203500571 Senior Living TX 501(c)(3) Line 9 Sears Methodist Retirement System Inc 1 Sears Brazos Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 010598053 Senior Living TX 501(c)(3) Line 9 Sears Methodist Retirement System Inc 1 Canyons Senior Living LP 2200 W 7th St Amarillo TX 79106 260888545 Senior Living TX Sears Methodist Senior Housing LLC Related -31 1276 0 1 0.00010 Senior Dimensions Inc One Village Drive Suite 400 Abilene TX 79606 752814016 Consulting TX Sears Methodist Retirement System Inc C -1175632 4548445 1.00000 1 Texas Senior Management Inc One Village Drive Suite 400 Abilene TX 79606 320333801 Management TX Sears Methodist Retirement System Inc C -29790 1.00000 1 Senior Living Assurance Inc One Village Drive Suite 400 Abilene TX 79606 320346613 Management TX Sears Methodist Retirement System Inc C -87033 12298 1.00000 1 Southwest Assurance Company LTD Governors Square 2nd Floor Build Grand Cayman CJ KY1-1102 981044551 Insurance CJ Sears Methodist Retirement System Inc 344699 3045911 1.00000 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 Senior Dimensions Inc L 2100000 FMV Sears Caprock Retirement Corporation L 324000 FMV Sears Panhandle Retirement Corporation L 660380 FMV Sears Plains Retirement Corporation L 324000 FMV Sears Permian Retirement Corporation L 372000 FMV Sears Methodist Centers Inc L 360000 FMV Sears Methodist Foundation L 300000 FMV