2014-11-14T11:10:45-06:00 2013-12-31 410746749 CliftonLarsonAllen 5001 Spring Valley Road Suite 600W Dallas TX 75244 990 2013-01-01 203500571 Sears Tyler Methodist Retirement Corporation SEAR 3256915519 One Village Drive No 400 Abilene TX 79606 Randal Crosswhite Interim CFO 3256915519 2014-11-13 1 Michael Siegel P01587323 9723835700 2013 2015-11-30 17:44:51Z Meadow Lake Retirement Community Susan Whittle 1114 Lost Creek Blvd Suite 210 Austin TX 78746 8440103 0 X www.sears-methodist.org X 2005 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 9 192 5 0 0 23687 37798 7276592 8374963 5522 3755 0 23587 7305801 8440103 288908 362187 0 0 3150794 3593304 0 0 0 8670916 8242259 12110618 12197750 -4804817 -3757647 57428948 57001640 64474450 68449232 -7045502 -11447592 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 10531542 362187 8374963 Sears Tyler Methodist Retirement Corporation is organized to develop, own and operate a continuing care retirement community. The development was completed during 2010 with the completion of 12 executive homes and 80 independent living apartments, and in 2011 with the completion of the remaining 20 assisted living units, 34 memory support units and 30 bed health center. In addition, during 2011, the organization completed contruction of an additional 15 executive homes. During 2012, 6 additional homes were completed. In 2013, 4 additional executive homes were completed. The organization has a total potential capacity of 54 executive homes. 10531542 1 1 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 32 0 192 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 2.00 38.00 X 0 314193 136832 Terry Myers Senior Vice President & CFO 2.00 38.00 X 0 253127 45939 Gary Anderson Executive Vice President & COO 2.00 38.00 X 0 187944 21578 Michael Sims Senior Vice President - Operations 2.00 38.00 X 0 191709 62402 Kenneth Fincher Senior Vice President and Director of Sears Method 2.00 38.00 X 0 139459 21063 Windell Hawkins Senior Vice President - Risk Management 2.00 38.00 X 0 113519 39992 Kent Herring Regional Vice President & Executive Director 2.00 38.00 X 0 135898 42349 Randal Crosswhite Vice President & Controller 2.00 38.00 X 0 141963 22867 Melanie Juel Vice President - Human Resources 2.00 38.00 X 0 141143 4794 Gordon Shoger Vice President - Financial Operations 2.00 38.00 X 0 123812 13948 Terry Huskey Vice President - Information Technology 2.00 38.00 X 0 103225 29342 Mary Goodin Vice President - Clinical Services 2.00 38.00 X 0 87105 7761 Stephen Illingworth Vice President - Veterans Services 2.00 38.00 X 0 49539 0 0 1982636 448867 0 0 1 0 Conway Homes PO Box 880 Whitehouse TX 75791 Home Construction 756405 Ben E Keith PO Box 901001 Ft Worth TX 76101 Raw Food 303079 Select Rehab PO Box 809056 Chicago IL 60680 Therapy Services 243188 MP2 Energy PO Box 75320-2829 Dallas TX 75320 Electrical Provider 209074 Pharmerica PO Box 409251 Atlanta GA 303849251 Resident RX Drugs 192024 6 37671 127 37798 Resident Charges 623000 8374963 8374963 8374963 3755 3755 Miscellaneous Revenue 900099 23587 23587 23587 8440103 8374963 0 27342 362187 362187 3093426 2477107 616319 251919 201728 50191 247959 198557 49402 176849 176849 640524 573934 66590 156057 156057 157032 157032 502170 502170 26920 26920 3206237 3206237 1974786 1974786 177224 177224 Food 472812 472812 Supplies 317810 317810 Equipment Rental & Main 213141 213141 Miscellaneous 80809 80809 139888 31073 108815 12197750 10531542 1666208 0 82689 256673 1246488 1141983 396900 539813 15109 18014 20810 3156 53539114 4399354 49981661 49139760 5685291 5902241 57428948 57001640 795204 2491824 15861501 18402215 42198175 42215510 2917 5619570 5336766 64474450 68449232 X -7045502 -11447592 -7045502 -11447592 57428948 57001640 X -3757647 -618077 -26366 X X 0 0 0 X 149161 23687 37798 210646 80335 2666381 7276592 8374963 18398271 229496 2666381 7300279 8412761 18608917 0 0 0 18608917 82952 4842 3755 91549 82952 4842 3755 91549 23587 23587 229496 2749333 7305121 8440103 18724053 0.99390 0.99150 0.00490 0.00850 X Schedule A, Part III, Line 12, Explanation of Other Income: Miscellaneous Income - 2013 Amount: $ 23,587. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1297813 1297813 48217512 3276792 44940720 891752 266974 624778 3132037 855588 2276449 49139760 Bond Issuance Costs - 07 Series 2222527 Deferred Marketing Cost 1815412 Construction in Progress 314048 Bond Service Funds 816968 Due from Other Campuses 735791 Investment in Foundation -2505 5902241 Due to Related Parties 4955723 Security Deposits 381043 5336766 X Part X, Line 2: The Organization has been granted exempt status relative to federal and state corporate income taxes under Section 501(c)(3) of the Internal Revenue Code and applicable state codes. The Organization's income tax returns are subject to review and examination by federal, state, and local authorities. The tax returns for the years 2010 to 2013 are open to examination by federal, local, and state authorities. The Organization is not aware of any activities that would jeopardize its tax-exempt status. 1 Charitable Discounts to Residents 67 362187 Part I, Line 2: The recipients fill out a detailed application which requires the CEO's approval before the funds are released for assistance. X X X 1 1 0 0 0 0 0 0 0 Keith Perry President, CEO and Ex-Officio Truste 0 277027 0 33338 0 3828 0 136832 0 0 0 451025 0 0 Terry Myers Senior Vice President & CFO 0 238000 0 15000 0 127 0 45939 0 0 0 299066 0 0 Gary Anderson Executive Vice President & COO 0 37944 0 0 0 150000 0 21578 0 0 0 209522 0 0 Michael Sims Senior Vice President - Operations 0 185276 0 0 0 6433 0 62402 0 0 0 254111 0 0 Kenneth Fincher Senior Vice President and Director o 0 135684 0 0 0 3775 0 21063 0 0 0 160522 0 0 Windell Hawkins Senior Vice President - Risk Managem 0 113224 0 0 0 295 0 39992 0 0 0 153511 0 0 Kent Herring Regional Vice President & Executive 0 127222 0 8500 0 176 0 42349 0 0 0 178247 0 0 Randal Crosswhite Vice President & Controller 0 141530 0 0 0 433 0 22867 0 0 0 164830 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 HFDC Of Central Texas Inc 371453424 42833NAV6 2009-11-10 43028799 Construction of Meadow Lake Project 0 0 0 B HFDC Of Central Texas Inc 371453424 42833TBBO 2011-03-09 5341015 Construction & related capital expenditures 0 0 0 A 6295000 43950000 860575 5587978 31399408 6102039 2011 0 0 1 1 B 5341015 106820 5234195 2011 0 0 1 1 A 0 0 0 0 0 0 0 B 0 0 0 0 0 0 0 A 0 1 0 0 0 0 0 0 0 B 0 1 0 0 0 0 0 0 0 A 0 B 0 Schedule K, Parts I & II There is a difference between the issue price and total proceeds of issue for the 2009 bond shown in Column A because it was issued at a $921,200 discount. Schedule K, Part V The Organization has represented that it will, and covenanted to, comply with all tax requirements imposed by the Code to satisy Sections 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 realized 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 from time to tiem 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 The Organization delegates management duties including supervising personnel, operations, and budgeting to Sears Methodist Retirement System, Inc., the parent company, who in turn has a management contract with Life Care Services. Form 990, Part VI, Section B, line 11 A copy of the form 990 was made available 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, Sears Tyler Methodist Retirement Center Board of Directors and all senior staff. Any new Board Members or senior staff are required to complete the statement upon hire. 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 in an annual review. Any raise or bonus is discussed and voted on by the board. Every few years an outside compensation specialist is hired to help determine compensation for the CEO. 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. 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: Change in SMF Investment -26,366. 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 990, Part XI, Line 8 During the year ended December 31, 2013, the Organization adopted ASU 2012-01. The adoption results in an adjustment increasing net deficit and increasing the liability for refundable fees by $248,296 as of January 1, 2012. The entrance fee amortization for the year ended December 31, 2012 was decreased by $369,780. The cumulative effect of the change in accounting as of December 31, 2012 is $618,077. Sears Methodist Retirement System Inc One Village Drive Suite 400 Abilene TX 79606 752516330 Senior Living TX 501(c)(3) Line 11b, II N/A 0 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 0 Sears Methodist Foundation One Village Drive Suite 400 Abilene TX 79606 752692545 Manages charitable funds for all SMRS related entities TX 501(c)(3) Line 11c, III-FI Sears Methodist Retirement System 0 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 0 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 0 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 0 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 0 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 0 Canyons Senior Living LP 2200 West Seventh Amarillo TX 79106 260888545 Low Income Sr. Housing TX N/A Related 0 0 Senior Dimensions Inc One Village Drive Suite 400 Abilene TX 79606 752814016 Consulting TX N/A C 0 Texas Senior Management Inc One Village Drive Suite 400 Abilene TX 79606 320333801 Management TX N/A C 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0