2013-11-13T16:53:43-06:00 2012-12-31 BRUCE E BERNSTIEN & ASSOC PC 10440 N CENTRAL EXPRESSWAY STE 1040 DALLAS TX 75231 990 2012-01-01 756002511 STATE FAIR OF TEXAS % JAIME NAVARRO STAT 2144218701 PO BOX 150009 Suite DALLAS TX 75315 JAIME NAVARRO 2144218701 2013-11-12 true BRUCE E BERNSTIEN 2147060840 2012 2016-02-24 21:20:13Z ERROL MCKOY PO BOX 150009 dallas TX 75315 42094693 false X www.bigtex.com X 1886 TX TO CONDUCT AN ANNUAL EDUCATIONAL AND AGRICULTURAL STATE FAIR. 55 53 1565 200 0 0 3536345 3519737 36880945 37959316 213361 167382 34003 55900 40664654 41702335 237375 245875 0 0 8845548 9111356 0 0 178985 26186852 25969643 35269775 35326874 5394879 6375461 54663302 60518772 20998742 20529649 33664560 39989123 IN KEEPING WITH ITS HISTORICAL COMMITTMENT TO THE PEOPLE OF TEXAS, THE STATE FAIR OF TEXAS FOLLOWS SOUND BUSINESS PRACTICES AND DEMONSTRATES CULTURAL SENSITIVITY TO PRODUCE AN ANNUAL EVENT, RECOGNIZED WITHIN THE COMMUNITY AND THROUGHOUT THE STATE FOR ITS QUALITY PROGRAMMING, PRICE ACCESSIBILITY AND SECURE ENVIRONMENT. false false 27648389 CONDUCTED ANNUAL EDUCATIONAL AND AGRICULTURAL STATE FAIR FROM SEPTEMBER 28 THROUGH OCTOBER 21, 2012. 27648389 true true false false true false false false false true true false false false true false true false false false false false false false true false false true false true false false false false false true false false true false false false false false false false false true 667 0 true 1565 true false false false false false true true false false false false false false false X 55 53 true false false false true true true true true false false true true true true true true true true false X JAIME NAVARRO 2144218701 3921 MARTIN LUTHER KING JR BLVD dallas TX 75210 Joe Alcantar 1.0 X 0 0 0 Billy R Allen 3.0 X X 0 0 0 Marissa R Anchia 1.0 X 0 0 0 Norman P Bagwell 1.0 X 0 0 0 Robert W Best 1.0 X 0 0 0 Jan Hart Black 1.0 X 0 0 0 Sam P Burford Jr 1.0 X 0 0 0 John W Carpenter III 1.0 X 0 0 0 April Chamberlain 1.0 X 0 0 0 MATRICE ELLIS-KIRK 1.0 X 0 0 0 John F Crawford 1.0 X 0 0 0 Dianne A Curry 1.0 X 0 0 0 Terry R Dallas 1.0 X 0 0 0 Levi H Davis 1.0 X 0 0 0 Thomas M Dunning 3.0 X X 0 0 0 Randall R Engstrom 1.0 X 0 0 0 Ruben E Esquivel 3.0 X X 0 0 0 Robert Estrada 1.0 X 0 0 0 Roy Gene Evans 3.0 X X 0 0 0 Rob Farrell 1.0 X 0 0 0 Lois Finkelman 3.0 X X 0 0 0 J Guadalupe V Garcia 1.0 X 0 0 0 Gary Griffith 1.0 X 0 0 0 Donna Halstead 1.0 X 0 0 0 Douglas D Hawthorne 1.0 X 0 0 0 BRENDA JACKSON 1.0 X 0 0 0 Richard Knight Jr 3.0 X X 0 0 0 Tom Lazo 1.0 X 0 0 0 J Michael Lewis 1.0 X 0 0 0 Wendy Lopez 1.0 X 0 0 0 Steve Mancillas 2.0 X 0 0 0 Todd C Meier 1.0 X 0 0 0 James M Moroney III 3.0 X X 0 0 0 Alice Murray 3.0 X X 0 0 0 Gina Norris 3.0 X X 0 0 0 Raymond F Quintanilla 1.0 X 0 0 0 James C Roberts 3.0 X 0 0 0 Rowland K Robinson 1.0 X 0 0 0 Pete Schenkel 3.0 X X 0 0 0 John Field Scovell 3.0 X X 0 0 0 Carl Sewell 1.0 X 0 0 0 George A Shafer 3.0 X X 0 0 0 Bruce A Sifford 3.0 X X 0 0 0 Robert B Smith 3.0 X X 0 0 0 Doug Thompson 1.0 X 0 0 0 Alan Walne 6.0 X X 0 0 0 AB Wharton 1.0 X 0 0 0 JL Williams 1.0 X 0 0 0 Joel T Williams III 1.0 X 0 0 0 Joel T Williams Jr 3.0 X X 0 0 0 Clark Willingham 1.0 X 0 0 0 Craig A Woodcook 1.0 X 0 0 0 Errol McKoy 45.0 X X 619525 0 208379 Lee D Winton 45.0 X X 325621 0 70364 roy c coffee jr 3.0 X X 0 0 0 Robert L Hilbun 45.0 X 219263 0 72731 Mitchell S Glieber 45.0 X 208473 0 39641 Carey D Risinger 45.0 X 207525 0 81776 Jaime Navarro 45.0 X 164994 0 53273 Wanda S Gooding 45.0 X 152085 0 90007 1897486 0 616171 11 false true false Intamin LTD 520 McCormick Dr Ste J GLEN BURNIE MD 21061 Tower ride manufactu 4231825 City of Dallas PO Box 159090 DALLAS TX 75315 police,utilities svc 1592065 ACT FACILITIES MANAGEMENT INC PO BOX 463 ADDISON TX 75001 CLNG & janitorial 1204837 Weldon Williams Lick Inc PO BOX 168 FORT SMITH AR 72902 TICKET PRINTING 762584 INTERLACED PRODUCTIONS LLC 3085 Haynes Club Circle GRAYSON GA 30017 SUPPLY RENTAL 875213 36 540342 2979395 1476528 3519737 ADMISSIONS PARKING ENTRY 900099 15028529 15028529 CONCESSIONS SPECIAL ATTRACTIONS 900099 22930787 22930787 37959316 143339 143339 0 0 5000 5000 0 5000 5000 389886 344568 21275 45318 -21275 24043 24043 77415 540342 26515 50900 50900 0 0 0 41702335 37959316 223282 245875 245875 0 0 0 2272385 2272385 0 5299205 5299205 421788 179654 242134 456638 432379 24259 661340 588435 72905 387881 387881 402185 402185 73360 73360 0 0 0 2991491 2991491 1226522 1226522 1091982 1091982 86479 86479 0 1501239 1501239 84819 84819 0 0 -205343 -205343 0 2242361 2242361 1032900 1032900 SPECIAL ATTRACTIONS 8101324 8101324 OPERATING SUPPLIES & EXP 4683295 4504310 178985 EQUIPMENT RENTAL AND MAINT 2269148 2269148 35326874 27648389 7499500 178985 426556 542015 19816854 18365816 370099 210657 283443 313519 0 0 0 0 0 0 82121 73020 213172 308639 56221401 28089167 22423076 28132234 9560299 10647754 0 0 0 0 0 0 1487682 1925118 54663302 60518772 242593 891113 0 0 0 0 0 0 0 0 0 0 7594358 6447466 0 0 13161791 13191070 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MANAGEMENT INCENTIVE 1048111 ACCRUED AUDIT FEES 75002 ACCRUED BANK ANALYSIS FEES 48163 ACCRUED CREDIT CARD FEES 9745 AUCTION SALES-2011 SEASON 83213 ACCRUED INTEREST 44338 ACCRUED FMV SWAP DERIVATIVE 313612 ACCRUED UTILITIES 490000 LIVESTOCK BUILDING CENTER CONT 1564785 OTHER ACCRUED LIABILITIES 509648 LONG-TERM PLEDGES 9775 13191070 37990141 37990141 3712194 3712194 41702335 31689621 31689621 3637253 3637253 35326874 Revenue on 990, not on book form 990, schedule d, part xi, line 4b: - Fundraising Net Income Reclassification $50,900 - rent expense (846,622) - CASH SPONSORSHIP CONTRIBUTIONS & IN-KIND SPONSORSHIP CONTRIBUTIONS 4,483,873 - Realized Investment gain 24,043 ______________ Total $3,712,194 EXPENSE ITEMS ON THE RETURN BUT NOT ON BOOKS form 990, schedule d, part xii, line 4B: - rent expense $ (846,622) - CASH SPONSORSHIP CONTRIBUTIONS & IN-KIND SPONSORSHIP CONTRIBUTIONS 4,483,873 - Rounding 2 _____________ Total $3,637,253 intended use of endowment fund FORM 990, SCHEDULE D, PART V, LINE 4: THE ENDOWMENT IS RESTRICTED BY THE DONOR FOR PURPOSES OF LIVESTOCK AUCTION PREMIUMS AT THE ANNUAL YOUTH LIVESTOCK AUCTION. auction 540342 540342 golf tournament 77415 77415 26515 0 617757 540342 77415 26515 26515 50900 true Southern Methodist University P O Box 750196 Dallas TX 75275 750800689 501 (c)(3) 9375 Education Tarleton State University Box T 0310 Tarleton Station Stephenville TX 76402 756001870 115 16125 Education Texas A&M University - College Station The Pavilion College Station TX 77843 746000531 115 100188 Education Texas A&M University - Commerce PO Box 3011 TAMU Station Commerce TX 75429 756001353 115 8750 Education Texas Tech University PO Box 45011 Lubbock TX 79409 756002622 115 31125 Education University of Texas at Austin P O Box 7699 Austin TX 78713 746000203 115 22500 Education West Texas A&M University WTAMU Box 60939 Canyon TX 76016 756031405 115 7500 Education 1 6 PROCEDURE FOR MONITORING THE USE OF GRANTS IN THE US FORM 990, SCHEDULE I, PART I, LINE 2 The recipients of scholarships from the State Fair of Texas Youth Scholarship Fund must meet these five requirements: (1) Compete in one of the State Fair of Texas competitive agriculture/livestock events; (2) Submit high school transcript (complete through third six weeks of senior year) including verified ACT and/or SAT scores and verfied rank in graduating class and graduating class size; (3) Submit a completed application during the period March 1-15. (4) Graduate from high school during the current year and begin college or university course work the following Fall Semester; (5) Attend an accredited college or university in Texas and take a minimum of 12-hour course load per term and maintain a minimum 2.5 grade point average. Scholarship awards are determined on the basis of financial need, academic performance and participation in extra-curricular activities, with preference given to those applicants who enroll in an agricultural and/or natural resources curriculum who show financial need. Additionally, scholarships are awarded to inner-city youth attending the five Dallas Independent School District high schools surrounding the Fair Park area (James Madison, Lincoln, North Dallas, Irma Rangel and Woodrow Wilson high schools). Such awards are based upon applications received from students at the five high schools and selection is based upon financial need, academic performance and participation in extra-curricular activities and the criteria listed in items two through five above. X false true X X X false true false false false true false false false Errol McKoy 304378 0 295000 0 20147 0 45900 0 162479 0 827904 0 0 0 Lee D Winton 212207 0 113000 0 414 0 48269 0 22095 0 395985 0 0 0 Robert L Hilbun 154977 0 62000 0 2286 0 29796 0 42935 0 291994 0 0 0 Mitchell S Glieber 146203 0 62000 0 270 0 28286 0 11355 0 248114 0 0 0 Carey D Risinger 147337 0 59000 0 1188 0 31263 0 50513 0 289301 0 0 0 Jaime Navarro 131814 0 33000 0 180 0 20592 0 32681 0 218267 0 0 0 Wanda S Gooding 117311 0 34000 0 774 0 38028 0 51979 0 242092 0 0 0 Daryl E Real 91583 0 30000 0 162 0 20395 0 15403 0 157543 0 0 0 Russell W Fitzgerald 108124 0 30000 0 425 0 23170 0 36215 0 197934 0 0 0 written policy regarding payment of reimbursement form 990, schedule j, part i, line 1b: THE PRESIDENT RECEIVES A CAR ALLOWANCE OF $1,000 PER MONTH WHICH IS GROSSED UP. THE CAR ALLOWANCE WAS APPROVED BY THE EXECUTIVE COMMITTEE WITH APPROPRIATE DOCUMENTATION IN THE MINUTES OF ITS MEETING. participation in supplemental nonqualified retirement plan form 990, schedule j, part i, line 4b: In 2007, SFT adopted a nonqualified deferred compensation plan under IRC Section 457(f) and entered into deferred compensation agreements with the President and CFO/Senior Vice President of Finance. In 2012, the plan was amended due to the departure of the CFO/Senior Vice President of Finance. SFT's contributions to the nonqualified plan for services performed by the executives in 2012 were as follows: Errol McKoy $130,000 compensation contingent on the net earnings of the organization form 990, schedule j, part i, line 6a: SFT maintains a capped management bonus plan for department directors, vice presidents, senior vice presidents and the President. Each employee must complete written goals and objectives for their operating area which is approved by the President. The President makes assessments of all employees' (excluding himself) performance and achievement of written goals and objectives and their target bonus percentage and makes recommended bonus awards to the Finance/Audit Committee. The Finance/Audit Committee deliberates on the recommended awards and any bonus award for the President without management present and makes a recommendation to the Executive Committee of the Board of Directors ("Executive Committee"). The Executive Committee deliberates and decides on the management bonus awards without management present. All such decisions of the Executive Committee are documented with contemporaneous minutes of its meetings. ROBERT B SMITH gen counsel & vchair/sec 300000 ROUTINE LEGAL BUSINESS false Business Transactions Involving Interested Persons Schedule L, Part IV: State Fair of Texas made payments totaling $300,000 to Robert Smith, attorney at law, for legal services rendered. Mr. Smith serves as the organization's general legal counsel and is Vice-Chairman of the Executive Committee of the Board of Directors. The organization conducts routine business with entities affiliated with members of its Board of Directors. With respect to the organization and these entities, such transactions are conducted in the normal course of operations. X 33 84183 LEASE VALUE X CELLULAR TELEPHONE 73 22066 FMV X UNIFORMS 1761 28230 REPLACEMENT VALUE 11 false true false THE NUMBER OF VOTING MEMBERS OF THE GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 1a: State Fair of Texas ("SFT") is governed by a 55 member Board of Directors elected by its stockholders (see Schedule O supplementary statement for Part VI - Section A - 6). Article V Section 1 of SFT's bylaws provides for the establishment of an Executive Committee of the Board of Directors, as follows: "The Corporation shall have an Executive Committee consisting of the Chairman of the Board, acting ex officio as chairman of the Executive Committee, the President, the General Counsel, the Chief Financial Officer/Senior Vice President of Finance, each of the other Vice Chairmen, the Treasurer, the Secretary and the chairman of the Finance/Audit Committee ... The Executive Committee shall have and exercise all of the authority and power of the Board of Directors in connection with the management, business and affairs of the Corporation, provided that the Executive Committee shall not be authorized to take any action which the Charter or the By Laws require to be taken by vote of a specified number of directors or any other action required or specified by the Texas Business Organizations Code or other applicable law to be taken by the Board of Directors. Each officer of the Corporation shall report to the Executive Committee. The appointment of the Executive Committee and the delegation of authority thereto shall not operate to relieve the Board of Directors or any director of any responsibility imposed upon the Board of Directors or such director by law. DIRECTOR OR KEY EMPLOYEE FAMILY OR BUSINESS RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 2: Name of Individuals Type of Relationship Roy Coffee and J. Michael Lewis Business Roy Gene Evans and Pete Schenkel Business Roy Gene Evans and Rob Farrell Business Roy Gene Evans and Bruce Sifford Business Roy Gene Evans and Alan Walne Business Roy Gene Evans and Joel Williams, Jr. Business Roy Gene Evans and Joel Williams III Business Joel Williams, Jr. and Joel Williams III Family John W. Carpenter III and J. Michael Lewis Business Ruben Esquivel and Robert W. Best Business MEMBERS AND OTHERS WHO ELECT MEMBERS OF THE GOVERNING BODY FORM 990, PART VI, SECTION A, LINE 7A: SFT has a single class of stockholders which is entitled to elect the Board of Directors at each annual meeting of the stockholders and to fill vacancies on the Board of Directors which result from an increase in the number of directors. DECISIONS OF GOVERNING BODY SUBJECT TO APPROVAL FORM 990, PART VI, SECTION A, LINE 7B: SFT has a single class of stockholders which has the authority to approve amendments to SFT's Restated Certificate of Formation and to approve the Board of Directors' recommendations of the distribution of assets upon the dissolution of SFT. PROCESS TO REVIEW FORM 990 FORM 990, PART VI, SECTION b, LINE 11B: The Form 990 was reviewed in detail with the Finance/Audit Committee at its meeting on November 12, 2013. The Form 990 was then distributed to all members of the Board of Directors prior to filing. CONFLICT OF INTEREST, WHISTLEBLOWER, DOCUMENT retention POLICY FORM 990, PART VI, SECTION B, LINES 12-14: Although SFT had not adopted a Conflict of Interest Policy as of December 31, 2008, SFT adopted a Conflicts of Interest and Ethics Policy (the "Policy") on April 15, 2009. The Policy also includes a Whistleblower Policy for SFT. SFT also adopted a Document Retention Policy on April 15, 2009. MONTIORING AND ENFORCING CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C: SFT performs an annual survey of its directors, officers, and key employees regarding any business or family relationships with SFT or with other of the organization's directors, officers and key employees. Any exceptions noted are reviewed by the Finance/Audit Committee which recommends any necessary corrective action to the Executive Committee. PROCESS FOR DETERMINING COMPENSATION FORM 990, PART VI, SECTION B, LINE 15: In August 2010, SFT engaged a national accounting and consulting firm to update the previous compensation review which was last performed in 2006. Positions included in this compensation review were President, Senior Vice Presidents, Vice Presidents and Department Directors. The firm conducted market analyses for these positions base and total cash compensation and concluded that all amounts were within the competitive range. The President provides salary and bonus recommendations for all employees (other than the President), which are reviewed by the Finance/Audit Committee. The Chairman of the Board of Directors makes a recommendation of the President's salary and bonus, which is also reviewed by the Finance/Audit Committee. Salary and bonus amounts are deliberated on by the Finance/Audit Committee without the presence of management and utilizing the compensation review referenced above, with recommendations then made to the Executive Committee of the Board of Directors for consideration, deliberation and decision. All such decisions of the Executive Committee are documented with contemporaneous minutes of its meetings. HOW MAKE DOCUMENTS PUBLIC FORM 990, PART VI, SECTION C, LINE 19: SFT makes its governing documents, conflict of interest policy and financial statements available to the public by providing copies upon request and available for inspection at its administrative office. Additionally, the following documents are available to the general public on SFT's website at www.bigtex.com: Bylaws, Certificate of Formation, Conflict of Interest/Ethics Policy, Finance/Audit Committee Charter, Early Adoption of Business Organizations Code and audited financial statements. Reconciliation of Net Assets Form 990, Part XI, Line 9: - Fundraising Net Income Reclassification $(50,900) - Rounding 2 _________ Total $(50,898) the organization have members or stockholders FORM 990, PART VI, SECTION A, LINE 6: SFT was originally charted as a Texas corporation on May 27, 1904, prior to the enactment of the Texas Non-Profit Corporation Act. At the time of SFT's incorporation, all Texas corporations, whether for-profit or non-profit, were required to have capital stock. In accordance with the original charter, SFT has outstanding capital stock. All of the capital stock is one class without nominal or par value. The Restated Certificate of Formation and the Bylaws of SFT provide that no part of the net earnings shall inure to the benefit of any stockholder and upon dissolution of SFT, all of its assets shall be distributed to an organization or organizations organized and operated exclusively for charitable, educational, and/or public purposes and exempt from Federal income tax. Each stockholder is entitled to one vote per share of capital stock for each matter submitted at a meeting of the stockholders. the stockholders of SFT elect the Board of Directors, which manages the affairs of SFT.