2013-11-15T09:51:30-06:00 2012-12-31 410746749 CliftonLarsonAllen LLP 5001 Spring Valley Road Suite 600W Dallas TX 75244 990 2012-01-01 752516330 Sears Methodist Retirement System Inc SEAR 3256915519 One Village Drive No 400 Abilene TX 79606 Terry Myers 3256915519 2013-11-14 1 Troy Langsdale P00847944 9723835700 2012 2016-03-07 17:11:31Z Gregory A Williams 1114 Lost Creek Blvd Suite 220 Austin TX 78746 5185529 0 X www.sears-methodist.com 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. 10 10 79 0 0 0 205705 201061 5949007 4724000 -851880 233904 1225929 10916 6528761 5169881 0 0 0 0 4424680 3970659 0 0 0 8486218 7729125 12910898 11699784 -6382137 -6529903 41007600 30054569 111307245 97550664 -70299645 -67496095 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 7594269 0 4724000 General and Administrative Support for a tax exempt system of retirement and nursing home operations, hospice and skilled nursing. 7594269 1 1 0 0 0 0 0 0 0 0 1 1 0 1 1 1 0 1 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 31 0 79 1 0 0 0 0 0 0 0 0 0 0 X 10 10 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X Terry Myers CFO 5123296716 1114 Lost Creek Blvd Suite 220 Austin TX 78746 Dr Jeffrey A Smith 1.00 8.00 X X 0 0 0 Rick Rhodes 1.00 8.00 X X 0 0 0 Vance Goddard 1.00 8.00 X X 0 0 0 Steve Exter 1.00 8.00 X X 0 0 0 Quintan Chamness 1.00 8.00 X 0 0 0 Barbara Cherry 1.00 8.00 X 0 0 0 Carol Denton 1.00 8.00 X 0 0 0 Larry Dodson 1.00 8.00 X 0 0 0 David Lynn 1.00 8.00 X 0 0 0 Dan Olson 1.00 8.00 X 0 0 0 Dr Howard Tobin 1.00 8.00 X 0 0 0 D Keith Perry 24.00 16.00 X 411552 0 33000 M Terry Myers 24.00 16.00 X 233573 0 11675 Gary Anderson 24.00 16.00 X 287012 0 14135 Jan Thompson 24.00 16.00 X 23744 0 0 Michael Sims 1.00 39.00 X 186320 0 9000 Mary Jane Fitts 24.00 16.00 X 81086 0 2613 Melanie Juel 24.00 16.00 X 93750 0 4688 Randal Crosswhite 24.00 16.00 X 137708 0 6875 Kenneth Fincher 1.00 39.00 X 127212 0 6180 Robert Haak 24.00 16.00 X 89149 0 2738 Jayne Buchanan 24.00 16.00 X 106220 0 5301 Stephen Illingworth 24.00 16.00 X 34031 0 1702 Kent Herring 1.00 39.00 X 123712 0 6180 Gordon Shoger 24.00 16.00 X 120112 0 6000 Eugene DuChamp 24.00 16.00 X 9365 0 0 Mary Goodin 24.00 16.00 X 105320 0 5250 Windell Hawkins 24.00 16.00 X 110112 0 5500 Terry Huskey 24.00 16.00 X 100208 0 5000 Dennis Briggs 24.00 16.00 X 56223 0 2558 Cy Jenkins 24.00 16.00 X 105616 0 5250 Jeffrey Busjahn 1.00 39.00 X 120048 0 6000 Cheryl Harding 1.00 39.00 X 115790 0 5216 Pamela McGrew 24.00 16.00 X 100958 0 5044 Gregory Hattori 24.00 16.00 X 160076 0 4115 3038897 0 154020 17 0 1 0 CliftonLarsonAllen LLP 5001 Spring Valley Road Ste 600W Dallas TX 75244 Accounting and Consulting Services 427435 Carls McDonald & Dalrymple LLP 901 S Mopac Expwy Barton Oaks Pla Austin TX 78746 Legal and Consulting Services 118472 2 20703 180358 201061 Intercampus Fees 623000 4724000 4724000 4724000 249552 249552 15648 -15648 -15648 -15648 Other Revenue 623000 10916 10916 10916 5169881 4724000 0 244820 2436409 1949127 487282 929772 743818 185954 394263 394263 210215 206010 4205 77929 77929 217920 217920 11848 11848 174626 174626 187605 187605 253842 253842 293415 234732 58683 11975 11975 5575727 4460582 1115145 386606 386606 13251 13251 Professional Services 250855 250855 Miscellaneous 242815 242815 Dues and Licenses 28078 28078 Risk Management 2633 2633 11699784 7594269 4105515 0 84184 4930178 4399646 231881 355883 4031494 0 411700 235920 2735268 1668413 1132297 1066855 8044484 19979134 12125779 10206732 3826002 41007600 30054569 910382 1168458 191666 141666 75600484 73568376 22926448 20362129 11678265 2310035 111307245 97550664 X -70299645 -67496095 -70299645 -67496095 41007600 30054569 X -6529903 78213 9255240 X X 0 1 X 1 0 X 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 11 0 1 1 0 8 0 Schedule A, Part IV, Supplemental Information: 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 148386 131671 16715 1756732 1536742 219990 1066855 Investment in CCIC 681937 F Investment in Sears Methodist Foundation 11143842 F Investment in Southwest Assurance Company, Ltd. 300000 F 12125779 Due from other campuses 1057938 Interest receivable 17285 Bond issuance cost 1917276 Construction in progress 833503 3826002 Medical Claims Payable 645539 Deferred Compensation 947614 Interest Payable 594572 Interest Rate Swap 97488 Clearing Account 24822 2310035 X Description of Uncertain Tax Positions Under FIN 48: 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 2009 to 2012 are open to examination by federal, local, and state authorities. Central America and the Caribbean - 0 1 Investment - Captive Insurance Company 746104 0 1 0 0 0 1 746104 0 746104 1 0 1 0 0 0 X X X X 1 1 0 0 0 0 0 0 0 D Keith Perry 381323 0 22709 0 7520 0 33000 0 0 0 444552 0 0 0 M Terry Myers 233500 0 0 0 73 0 11675 0 0 0 245248 0 0 0 Gary Anderson 282692 0 0 0 4320 0 14135 0 0 0 301147 0 0 0 Michael Sims 180000 0 0 0 6320 0 9000 0 0 0 195320 0 0 0 Gregory Hattori 82376 0 0 0 77700 0 4115 0 0 0 164191 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 contributed: Mary Jane Fitts $28,769 Robert Haak $32,500 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 contributed: Keith Perry $33000 Terry Myers $11675 Gary Anderson $14135 Michael Sims $9000 Randal Crosswhite $6875 Kenneth Fincher $6180 Kent Herring $6180 Gordon Shoger $6000 Jeffrey Busjahn $6000 Windell Hawkins $5500 Jayne Buchanan $5301 Mary Goodin $5250 Cy Jenkins $5250 Cheryl Harding $5216 Pamela McGrew $5044 Terry Huskey $5000 Melanie Juel $4688 Gregory Hattori $4115 Robert Haak $2738 Mary Jane Fitts $2613 Dennis Briggs $2558 Stephen Illingworth $1702 A Abilene Health Facilities Development Corporation 756000440 003453BJ5 2003-04-22 47034298 Construction of facilities in the obligated group 0 0 0 A 11014298 47222187 4447232 1269944 9471525 32033486 2004 0 0 1 1 A 0 0 0 0 0 0 0 A 0 0 0 1 0 0 0 0 0 A 0 Schedule K Part IV, Arbitrage, Line 2c 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: 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. The organization has represented that it will, and covenanted to, comply with all tax requirements imposed by the Code to satisfy 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 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 from 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 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 / 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. Changes in Net Assets or Fund Balances: Form 990, Part XI, line 9: Intercompany Fund Transfers 3,775,831. Debt Service Payments 8,400,000. Change in SMF Investment 1,110,903. Bad Debt Expense - Tyler Note Receivable -4,031,494. 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. 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 N/A 0 Sears Panhandle Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 752503233 Senior Living TX 501(c)(3) Line 9 N/A 0 Sears Permian Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 752707608 Senior Living TX 501(c)(3) Line 9 N/A 0 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 N/A 0 Sears Caprock Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 020709581 Senior Living TX 501(c)(3) Line 9 N/A 0 Sears Plains Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 752768233 Senior Living TX 501(c)(3) Line 9 N/A 0 Sears Tyler Methodist Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 203500571 Senior Living TX 501(c)(3) Line 9 N/A 0 Sears Brazos Retirement Corporation One Village Drive Suite 400 Abilene TX 79606 010598053 Senior Living TX 501(c)(3) Line 9 N/A 0 Canyons Senior Living LP 2200 W 7th St Amarillo TX 79106 260888545 Senior Living TX Sears Methodist Senior Housing LLC Related 44 1307 0 1 0.00010 Senior Dimensions Inc One Village Drive Suite 400 Abilene TX 79606 752814016 Consulting TX Sears Methodist Retirement System Inc C -258036 5268401 1.00000 1 Texas Senior Management Inc One Village Drive Suite 400 Abilene TX 79606 320333801 Management TX Sears Methodist Retirement System Inc C -6342 1.00000 1 Senior Living Assurance Inc One Village Drive Suite 400 Abilene TX 79606 320346613 Management TX Sears Methodist Retirement System Inc C -41595 37716 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 12965 1978978 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 2166000 FMV