TY 2018 Form 990

(A) Name and business address	(B) Description of services	(C) Compensation
MEDICAL REHABILITATION CENTERS LLC 1050 CHINOE RD SUITE 350 LEXINGTON,KY40502	MANAGEMENT SERVICES	592,914
GENESIS REHABILITION SERVICES PO BOX 7247-6524 PHILADELPHIA,PA17170	THERAPY SERVICES	532,658
Life Care Services 400 Locust Street Suite 820 Des Moines,IA503092334	Management Services	453,759
GREENBRIAR SENIOR LIVING 3232 MCKINNEY AVE SUITE 1160 DALLAS,TX75204	MANAGEMENT SERVICES	328,114
OMNICARE INC PO BOX 781668 DETROIT,MI482781668	PHARMACY MANAGEMENT	174,463
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 4

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SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

American Eagle LifeCare Corporation

Employer identification number

01-0706736

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990 or 990-EZ).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2018

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv), 170(b)(1)(A)(vi), and 170(b)(1)(A)(ix)
(Complete only if you checked the box on line 5, 7, 8, or 9 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2017 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2018. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2017. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2018. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2017. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2018

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	559	0	0	0		559
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose	56,029,319	55,297,321	37,075,647	24,381,712	44,645,910	217,429,909
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....	126,278	12,001	359,631	0	0	497,910
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...						0
5	The value of services or facilities furnished by a governmental unit to the organization without charge						0
6	Total. Add lines 1 through 5	56,156,156	55,309,322	37,435,278	24,381,712	44,645,910	217,928,378
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons	0	0	0	0	0	0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.	0	0	0	0	0	0
c	Add lines 7a and 7b..	0	0	0	0	0	0
8	Public support. (Subtract line 7c from line 6.)						217,928,378

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
9	Amounts from line 6...	56,156,156	55,309,322	37,435,278	24,381,712	44,645,910	217,928,378
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	12,259	181,551	170,228	748	18,137	382,923
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.						0
c	Add lines 10a and 10b.	12,259	181,551	170,228	748	18,137	382,923
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.						0
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..	888	16,249	0	9,024	116,882	143,043
13	Total support. (Add lines 9, 10c, 11, and 12.)..	56,169,303	55,507,122	37,605,506	24,391,484	44,780,929	218,454,344

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 8, column (f) divided by line 13, column (f)) .........

99.76 %

Public support percentage from 2017 Schedule A, Part III, line 15 ...............

99.80 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2018 (line 10c, column (f) divided by line 13, column (f)) ......

0.18 %

Investment income percentage from 2017 Schedule A, Part III, line 17 .............

0.19 %

19a

331/3% support tests—2018. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2017. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2018

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2018

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2018

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2018

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2018 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2018	(iii) Distributable Amount for 2018
1 Distributable amount for 2018 from Section C, line 6
2 Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2018:
a From 2013.......
b From 2014.......
c From 2015.......
d From 2016.......
e From 2017.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2018 distributable amount
i Carryover from 2013 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2018 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2018 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2019. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2014......
b Excess from 2015.....
c Excess from 2016.....
d Excess from 2017.....
e Excess from 2018.....

Schedule A (Form 990 or 990-EZ) (2018)

Schedule A (Form 990 or 990-EZ) 2018

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
Schedule A, Part III, Line 12 Other Income	DESCRIPTION - OTHER INCOME, COLUMN A - 888.0, COLUMN B - 16249.0, COLUMN C - 0.0, COLUMN D - 9024.0, COLUMN E - 116882.0, COLUMN F - 143043.0;

Schedule A (Form 990 or 990-EZ) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
SchDMd Bullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

American Eagle LifeCare Corporation

Employer identification number

01-0706736

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2018

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds. Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....	4,547,218		4,547,218
b	Buildings ....	351,371,587	66,604,420	284,767,167
c	Leasehold improvements
d	Equipment ....	1,817,878	380,926	1,436,952
e	Other .....	5,860,017	581,059	5,278,958
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				296,030,295

Schedule D (Form 990) 2018

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3) Other (A) OTHER INVESTMENTS	41,294,063	F
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	41,294,063

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
INTEREST RATE SWAP OBLIGATION	-216,320
Due to Affilitate	7,301,302
BOND PAYABLE	242,605,497
DEPOSITS PAYABLE	192,265
OTHER LIABILITIES	237,816
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	250,120,560
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2018

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1..................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote	AS SINGLE MEMBER LIMITED LIABILITY COMPANIES, ALL INCOME IS INCLUDED IN THE TAXABLE INCOME OF THE INDIVIDUAL MEMBER; THUS NO FEDERAL OR STATE INCOME TAXES ARE INCLUDED IN THESE FINANCIAL STATEMENTS. US GAAP REQUIRES THAT A TAX POSITION IS RECOGNIZED AS A BENEFIT ONLY IF IT IS "MORE LIKELY THAN NOT" THAT THE TAX POSITION WOULD BE SUSTAINED IN A TAX EXAMINATION, WITH A TAX EXAMINATION BEING PRESUMED TO OCCUR. THE AMOUNT RECOGNIZED IS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED ON EXAMINATION. FOR TAX POSITIONS NOT MEETING THE "MORE LIKELY THAN NOT" TEST, NO TAX BENEFIT IS RECORDED. THE COMPANY RECOGNIZES INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS IN INTEREST AND INCOME TAX EXPENSE, RESPECTIVELY. THE COMPANY HAS NO AMOUNTS ACCRUED FOR INTEREST OR PENALTIES AS OF DECEMBER 31, 2016. DUE TO ITS PASS-THROUGH STATUS, THE COMPANY IS NOT SUBJECT TO US FEDERAL INCOME TAX OR STATE INCOME TAX. ALL YEARS SINCE INCEPTION ARE OPEN TO INSPECTION. THE COMPANY DOES NOT EXPECT THE TOTAL AMOUNT OF UNRECOGNIZED TAX BENEFITS TO SIGNIFICANTLY CHANGE IN THE NEXT 12 MONTHS. THE COMPANY HAS NO AMOUNTS ACCRUED FOR INTEREST OR PENALTIES AS OF DECEMBER 31, 2017.

Return Reference

Explanation

Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote

AS SINGLE MEMBER LIMITED LIABILITY COMPANIES, ALL INCOME IS INCLUDED IN THE TAXABLE INCOME OF THE INDIVIDUAL MEMBER; THUS NO FEDERAL OR STATE INCOME TAXES ARE INCLUDED IN THESE FINANCIAL STATEMENTS. US GAAP REQUIRES THAT A TAX POSITION IS RECOGNIZED AS A BENEFIT ONLY IF IT IS "MORE LIKELY THAN NOT" THAT THE TAX POSITION WOULD BE SUSTAINED IN A TAX EXAMINATION, WITH A TAX EXAMINATION BEING PRESUMED TO OCCUR. THE AMOUNT RECOGNIZED IS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED ON EXAMINATION. FOR TAX POSITIONS NOT MEETING THE "MORE LIKELY THAN NOT" TEST, NO TAX BENEFIT IS RECORDED. THE COMPANY RECOGNIZES INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS IN INTEREST AND INCOME TAX EXPENSE, RESPECTIVELY. THE COMPANY HAS NO AMOUNTS ACCRUED FOR INTEREST OR PENALTIES AS OF DECEMBER 31, 2016. DUE TO ITS PASS-THROUGH STATUS, THE COMPANY IS NOT SUBJECT TO US FEDERAL INCOME TAX OR STATE INCOME TAX. ALL YEARS SINCE INCEPTION ARE OPEN TO INSPECTION. THE COMPANY DOES NOT EXPECT THE TOTAL AMOUNT OF UNRECOGNIZED TAX BENEFITS TO SIGNIFICANTLY CHANGE IN THE NEXT 12 MONTHS. THE COMPANY HAS NO AMOUNTS ACCRUED FOR INTEREST OR PENALTIES AS OF DECEMBER 31, 2017.

Schedule D (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

American Eagle LifeCare Corporation

Employer identification number

01-0706736

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2018

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1F Scott Kellman CEO/ Chairman & Treasurer of the Board	(i) (ii)	1,037,825 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	20,750 ------------- 0	1,058,575 ------------- 0	0 ------------- 0
2Elan Ruggill President	(i) (ii)	222,789 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	5,865 ------------- 0	228,654 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2018

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
Schedule J, Part I, Line 1a Payments for business use of personal residence	American Eagle Lifecare Corporation leases space from its CEO, Scott Kellman. Mr. Kellman reported this as ordinary income on his personal tax return for 2018. The fair market value of the rental was established after consultation with local real estate professionals. Factors evaluated in deriving the current rent included, but were not limited to, quality of space, dedicated and common space utilized by the company, access of the employees to kitchen and parking facilities, as well as consideration of per square foot rents for comparable space in the market.

Return Reference

Explanation

Schedule J, Part I, Line 1a Payments for business use of personal residence

American Eagle Lifecare Corporation leases space from its CEO, Scott Kellman. Mr. Kellman reported this as ordinary income on his personal tax return for 2018. The fair market value of the rental was established after consultation with local real estate professionals. Factors evaluated in deriving the current rent included, but were not limited to, quality of space, dedicated and common space utilized by the company, access of the employees to kitchen and parking facilities, as well as consideration of per square foot rents for comparable space in the market.

Schedule J (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

American Eagle LifeCare Corporation

Employer identification number

01-0706736

Return Reference	Explanation
Form 990, Part V, Line 1a ANNUAL SUMMARY AND TRANSMITTAL OF U.S. INFORMATION RETURNS	EACH OF THE DISREGARDED ENTITIES LISTED IN SCHEDULE R, PART I FILES A SEPARATE FORM 1096. THIS REPRESENTS THE TOTAL FOR ALL DISREGARDED ENTITIES.
Form 990, Part V, Line 2a TRANSMITTAL OF WAGE AND TAX STATEMENTS	EACH OF THE DISREGARDED ENTITIES LISTED IN SCHEDULE R, PART I FILES A SEPARATE FORM W-3. THIS REPRESENTS THE TOTAL FOR ALL DISREGARDED ENTITIES.
Form 990, Part VI, Line 1a Delegate broad authority to a committee	BY RESOLUTIONS ADOPTED BY A MAJORITY OF THE DIRECTORS IN OFFICE, THE BOARD OF DIRECTORS MAY DESIGNATE FROM AMONG ITS MEMBERS ONE OR MORE EXECUTIVE COMMITTEES, EACH OF WHICH SHALL CONSIST OF TWO OR MORE DIRECTORS, WHICH EXECUTIVE COMMITTEE, TO THE EXTENT PROVIDED IN SUCH RESOLUTION, SHALL HAVE AND EXERCISE THE AUTHORITY OF THE BOARD OF DIRECTORS IN THE MANAGEMENT OF THE AFFAIRS OF THE CORPORATION; BUT THE DESIGNATION OF ANY SUCH EXECUTIVE COMMITTEES AND THE DELEGATION THERETO OF AUTHORITY SHALL NOT OPERATE TO RELIEVE THE BOARD OF DIRECTORS, OR ANY INDIVIDUAL DIRECTOR, OF ANY RESPONSIBILITY IMPOSED UPON IT OF HIM BY LAW.
Form 990, Part VI, Line 2 Family/business relationships amongst interested persons	F. SCOTT KELLMAN & BENJAMIN KELLMAN & DANIEL KELLMAN - Family relationship
Form 990, Part VI, Line 3 Delegation of management duties	THE ORGANIZATION UTILIZES THREE OPERATIONAL MANAGEMENT COMPANIES FOR THE COMMUNITIES WITHIN THIS RETURN. MEDICAL REHABILITATION CENTERS, LLC D/B/A EXCEPTIONAL LIVING CENTERS, A KENTUCKY CORPORATION TO PROVIDE SUBSTANTIALLY ALL MANAGEMENT SERVICES. MANAGEMENT FEES INCLUDE MONTHLY FEES PLUS PAYROLL COSTS OF EMPLOYEES OR CONSULTANTS OF THE FACILITY WHO ARE EMPLOYEES OF THE MANAGER. GREENBRIER SENIOR LIVING LLC, A TEXAS CORPORATION TO PROVIDE SUBSTANTIALLY ALL MANAGEMENT SERVICES. MANAGEMENT FEES INCLUDE MONTHLY FEES PLUS PAYROLL COSTS OF EMPLOYEES OR CONSULTANTS OF THE FACILITY WHO ARE EMPLOYEES OF THE MANAGER. LIFE CARE SERVICES, AN IOWA CORPORATION TO PROVIDE SUBSTANTIALLY ALL MANAGEMENT SERVICES. MANAGEMENT FEES INCLUDE MONTHLY FEES PLUS PAYROLL COSTS OF EMPLOYEES OR CONSULTANTS OF THE FACILITY WHO ARE EMPLOYEES OF THE MANAGER.
Form 990, Part VI, Line 11b Review of form 990 by governing body	A final draft of the Form 990, including all applicable schedules, is provided to each member of the governing body before the return is filed with the IRS.
Form 990, Part VI, Line 12c Conflict of interest policy	Annual certifications are received from all officers and directors to determine whether any potential conflicts of interest exist. The board of directors discuss the annual certifications at the board meetings to determine whether an actual conflict of interest exists. If a conflict is determined to exist, that person would be recused from taking part in any decisions concerning the conflicting issue.
Form 990, Part VI, Line 15a Process to establish compensation of top management official	THE ORGANIZATION'S BOARD OF DIRECTORS REVIEWS AND APPROVES THE COMPENSATION FOR THE ORGANIZATION'S CEO, F. SCOTT KELLMAN, ON AN ANNUAL BASIS. THE BOARD USES CURRENT MARKET DATA FOR COMPARABILITY AND DOCUMENTS THEIR DELIBERATION AND DECISION IN THE BOARD MEETING MINUTES; THIS PROCESS WAS LAST UNDERTAKEN DURING THE FOURTH QUARTER 2018. IN ADDITION, THE BOARD OF DIRECTORS OBTAINED COMPENSATION STUDIES PERFORMED BY CROWE LLP IN 2017 TO USE IN DETERMINING THE AMOUNT OF COMPENSATION FOR 2017-Present. THIS INFORMATION WAS DOCUMENTED IN THE BOARD MEETING MINUTES.
Form 990, Part VI, Line 15b Process to establish compensation of other employees	American Eagle Lifecare's Home office has one key employee other than its CEO. This employee, Elan Ruggill serves as a President. In this capacity he analyses financial statements, supervises American Eagle's managers, and analyses and processes new investments. He is also responsible for our web sites and overseeing the capital repairs at our facilities. Mr. Ruggill's compensation was established after consideration of several factors including the following. Compensation provided to employees with comparable levels of responsibility at enterprises similar in size and mission to American Eagle as reported in GuideStar Compensation studies and reports. Discussions with executives from for profit entities in the senior living sector who employ individuals with similar skills and responsibilities to Mr. Ruggill. Discussions with Mr. Ruggill regarding employment offers he had with other companies. Consideration by the CEO of appropriate compensation for individuals at Mr. Ruggill's level derived from the CEO's experience as the COO, Chief investment officer, and CEO of public companies involved in the senior housing space. Discussions by the Board's Compensation Committee occurred regarding the above factors and Mr. Ruggill's ultimate compensation, though the Compensation Committee clearly delegated the ultimate decision regarding Mr. Ruggill's compensation to the CEO.
Form 990, Part VI, Line 19 Required documents available to the public	The organization's governing documents, conflict of interest policy, and financial statements are made available to the public upon request.
Form 990, Part XI, Line 9 Other changes in net assets or fund balances	BROOKDALE AND WOODLAND TOWERS TRANSACTIONS - 43385034;

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

American Eagle LifeCare Corporation

Employer identification number

01-0706736

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) AMERICAN EAGLE SANDERS GLEN LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 20-3294905	ASSISTED LIVING FACILITY	IN	2,110,774	0	AMERICAN EAGLE LIFECARE CORPORATION
(2) AMERICAN EAGLE MORNING BREEZE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 20-3294992	CONTINUING CARE RETIREMENT COMMUNITY	IN	8,783,620	2,284,924	AMERICAN EAGLE LIFECARE CORPORATION
(3) AE WESTFIELD FACILITY COMPANY LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 27-2784041	FACILITY COMPANY	IN	0	0	AMERICAN EAGLE LIFECARE CORPORATION
(4) AE GREENSBURG FACILITY COMPANY LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 27-2784104	FACILITY COMPANY	IN	590,907	5,691,132	AMERICAN EAGLE LIFECARE CORPORATION
(5) AMERICAN EAGLE HAMLET HOLDING LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 46-3702281	HOLDING COMPANY	OH	0	0	AMERICAN EAGLE LIFECARE CORPORATION
(6) HAMLET HEALTH CARE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 37-1741674	FACILITY COMPANY	OH	498,597	5,184,324	AMERICAN EAGLE HAMLET HOLDING LLC
(7) HAMLET ASSISTED LIVING LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 61-1722029	FACILITY COMPANY	OH	1,036,154	16,352,353	AMERICAN EAGLE HAMLET HOLDING LLC
(8) HAMLET OPERATOR HOLDING LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 61-1740797	HOLDING COMPANY	OH	0	0	AMERICAN EAGLE HAMLET HOLDING LLC
(9) HAMLET ASSISTED LIVING OPERATOR LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 37-1742958	ASSISTED LIVING FACILITY	OH	0	0	HAMLET OPERATOR HOLDING LLC
(10) HAMLET HILLS LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 38-3915895	INDEPENDENT LIVING FACILITY	OH	4,032,696	26,064,242	HAMLET OPERATOR HOLDING LLC
(11) AMERICAN EAGLE WESLEYAN HOLDING LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 81-2677098	HOLDING COMPANY	OH	0	0	AMERICAN EAGLE LIFECARE CORPORATION
(12) WESLEYAN VILLAGE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 34-0714611	CONTINUING CARE RETIREMENT COMMUNITY	OH	19,720,284	30,489,873	AMERICAN EAGLE WESLEYAN HOLDING LLC
(13) WESLEYAN MEADOWS LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 31-1522357	INDEPENDENT LIVING FACILITY	OH	0	0	WESLEYAN VILLAGE LLC
(14) WESLEYAN SENIOR LIVING FOUNDATION LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 31-1661389	CHARITABLE FOUNDATION	OH	0	0	WESLEYAN VILLAGE LLC
(15) SENIOR HOUSING ASSET RESOURCES LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 82-3470359	ASSET MANAGEMENT COMPANY	DE	0	0	AMERICAN EAGLE LIFECARE CORPORATION
(16) AE WOODLAND TOWERS FACILITY LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 82-2172833	FACILITY COMPANY	FL	5,500,464	23,403,159	AMERICAN EAGLE LIFECARE CORPORATION
(17) AMERICAN EAGLE WOODLAND TOWERS LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 82-2204446	INDEPENDENT LIVING AND ASSISTED LIVING FACILITY	FL	0	0	AMERICAN EAGLE LIFECARE CORPORATION
(18) AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1164248	HOLDING COMPANY	DE	1,160,903	285,914,540	AMERICAN EAGLE LIFECARE CORPORATION
(19) AMERICAN EAGLE LEESBURG AL LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 84-1763819	ASSISTED LIVING FACILITY	FL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(20) AMERICAN EAGLE LEESBURG MC LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 84-1780833	MEMORY CARE FACILITY	FL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(21) AMERICAN EAGLE VENICE ISLAND LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 84-1808184	MEMORY CARE FACILITY	FL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(22) AMERICAN EAGLE TUSKAWILLA LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 84-1794740	ASSISTED LIVING FACILITY	FL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(23) AMERICAN EAGLE BRANDON LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-4703245	ASSISTED LIVING FACILITY	FL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(24) AMERICAN EAGLE ISLAND LAKE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 84-1739515	INDEPENDENT LIVING & ASSISTED LIVING FACILITY	FL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(25) AMERICAN EAGLE TITUSVILLE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 84-1761486	INDEPENDENT LIVING & ASSISTED LIVING FACILITY	FL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(26) AMERICAN EAGLE EAU GALLIE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-4710426	ASSISTED LIVING FACILITY	FL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(27) AMERICAN EAGLE CASTLE HILLS LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1464688	ASSISTED LIVING AND MEMORY CARE FACILITY	TX	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(28) AMERICAN EAGLE PALMER PARK LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1145908	MEMORY CARE FACILITY	CO	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(29) AMERICAN EAGLE OWATONNA AL LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1340555	ASSISTED LIVING AND MEMORY CARE FACILITY	MN	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(30) AMERICAN EAGLE HANCEVILLE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1118173	ASSISTED LIVING FACILITY	AL	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(31) AMERICAN EAGLE RAVENNA LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1419216	ASSISTED LIVING FACILITY	OH	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(32) AMERICAN EAGLE NEWARK LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1367125	ASSISTED LIVING FACILITY	OH	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(33) AMERICAN EAGLE KINGSTON LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1454882	ASSISTED LIVING FACILITY	TN	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(34) AMERICAN EAGLE HENDERSONVILLE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1443669	INDEPENDENT LIVING & ASSISTED LIVING FACILITY	TN	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC
(35) AMERICAN EAGLE PLEASANT PRAIRIE LLC 3819 HAWK CREST RD ANN ARBOR,MI48103 83-1179483	ASSISTED LIVING FACILITY	DE	0	0	AMERICAN EAGLE DELAWARE HOLDING COMPANY LLC

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2018

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2018

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

m Performance of services or membership or fundraising solicitations by related organization(s) .................

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

o Sharing of paid employees with related organization(s) ............................

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

r Other transfer of cash or property to related organization(s) ............................

s Other transfer of cash or property from related organization(s) ............................

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2018

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2018

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference

Explanation

Schedule R, Part I NEWLY ACQUIRED ENTITIES

THE ENTITIES THAT ARE LISTED ON SCHEDULE R/PART I/LINES 19 THROUGH 35 ARE ALL PART OF THE "BROOKDALE" TRANSACTION THAT TOOK PLACE TOWARDS THE END OF 2018. AMERICAN EAGLE DELAWARE HOLDING COMPANY, LLC (DBA EAGLE SENIOR LIVING) IS THE DIRECT SOLE MEMBER OF THESE ENTITIES. IT WAS NOT POSSIBLE TO OBTAIN THE BREAKOUT OF THE 17 ENTITIES UNDER AMERICAN EAGLE DELAWARE HOLDING COMPANY, LLC, THEREFORE THE NUMBERS REFLECTED ON LINE 18 ARE ALL ENCOMPASSING FOR THE ENTITIES LISTED THEREAFTER. GOING FORWARD, THIS INFORMATION WILL BE AVAILABLE AND PROPERLY REPORTED ON THE FORM 990.

Schedule R (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

1	Briefly describe the organization’s mission or most significant activities: The organization owns and operates nursing homes, senior living facilities, assisted living facilities and related facilities, and provides healthcare and other services to the elderly and infirm.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	5
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	4
5	Total number of individuals employed in calendar year 2018 (Part V, line 2a) ......	5	518
6	Total number of volunteers (estimate if necessary) .............	6	85
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........		0
9	Program service revenue (Part VIII, line 2g) .........	24,381,712	44,645,910
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	748	8,645,309
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	9,024	116,882
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	24,391,484	53,408,101
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...		0
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	11,229,334	21,901,372
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	13,397,933	24,811,533
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	24,627,267	46,712,905
19	Revenue less expenses. Subtract line 18 from line 12.......	-235,783	6,695,196
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	60,529,566	406,174,723
21	Total liabilities (Part X, line 26).............	59,625,910	354,752,045
22	Net assets or fund balances. Subtract line 21 from line 20.....	903,656	51,422,678

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 37,370,324 including grants of $ ) (Revenue $ 44,762,792 )
	THE ORGANIZATION ADDED 17 COMMUNITIES TO ITS PORTFOLIO IN 2018. WOODLAND TOWERS, A FLORIDA COMMUNITY, WAS ADDED AT THE BEGINNING OF 2018 AND PROVIDES ASSISTED LIVING SERVICES. THE ORGANIZATION ALSO ACQUIRED 16 COMMUNITIES, KNOWN AS EAGLE SENIOR LIVING, THAT OFFER INDEPENDENT LIVING, ASSISTED LIVING, AND MEMORY CARE SERVICES. THE COMMUNITIES OF THE ORGANIZATION PROVIDE A VARIETY OF SERVICES TO THE ELDERLY THROUGHOUT THE UNITED STATES. THESE FACILITIES PROVIDE SERVICES WITHOUT CHARGE, OR AT AMOUNTS LESS THAN ESTABLISHED RATES, TO PATIENTS WHO MEET THE CRITERIA OF ITS CHARITY CARE OR UNINSURED POLICIES. THE CRITERIA FOR CHARITY CARE TAKES INTO CONSIDERATION HEALTH & HUMAN SERVICES FEDERAL POVERTY GUIDELINES, FAMILY ASSETS, FAMILY SIZE, EMPLOYMENT STATUS, ORDINARY FAMILY EXPENSES, AND OTHER RELATED INFORMATION.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses37,370,324

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) F Scott Kellman CEO/ Chairman & Treasurer of the Board	40.0 .................	X	X		1,037,825	0	20,750
(2) Randall Rutta VP, Secretary/Director of the Board	2.0 .................	X	X		20,000	0	0
(3) Mark Miller VP/Director of the Board	2.0 .................	X	X		20,000	0	0
(4) Daniel Kellman VP/Director of the Board	2.0 .................	X	X		20,000	0	0
(5) Benjamin Kellman VP/Director of the Board	2.0 .................	X	X		20,000	0	0
(6) Elan Ruggill President	40.0 .................		X		222,789	0	5,865
(7) CHRIS FRANCIS EXECUTIVE DIRECTOR	40.0 .................			X	130,000	0	10,842
(8) LESLEY HUMPAL EXECUTIVE DIRECTOR	40.0 .................			X	110,000	0	9,179

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	1,580,614	0	46,636

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f

g	Noncash contributions included in lines 1a - 1f:$
h Total. Add lines 1a-1f.......		0

		Business Code
2a	Patient Service Revenues	623000	44,645,910	44,645,910
b
c
d
e
f	All other program service revenue.		0	0	0	0
g	Total. Add lines 2a–2f ....		44,645,910

3 Investment income (including dividends, interest, and othersimilar amounts) ......			18,137			18,137
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory	8,272,350	354,822
b	Less: cost or other basis and sales expenses
c	Gain or (loss)	8,272,350	354,822
d	Net gain or (loss).....			8,627,172			8,627,172
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a	MISCELLANEOUS REVENUE		900099	94,224	94,224
b	Catering Revenue		722320	22,658	22,658
c
d	All other revenue ....			0	0	0	0
e	Total. Add lines 11a–11d ......			116,882
12	Total revenue. See Instructions......			53,408,101	44,762,792	0	8,645,309

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
2	Grants and other assistance to domestic individuals. See Part IV, line 22
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	1,688,121	1,350,497	337,624
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	17,131,681	13,705,345	3,426,336
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......	1,917,991	1,534,393	383,598
10	Payroll taxes ...........	1,163,579	930,863	232,716
11	Fees for services (non-employees):
a	Management ......	1,616,856	1,293,485	323,371
b	Legal .........	212,016	169,613	42,403
c	Accounting ...........	176,516	141,213	35,303
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	3,256,515	2,605,212	651,303	0
12	Advertising and promotion ....	499,716	399,773	99,943
13	Office expenses .......	357,764	286,211	71,553
14	Information technology ......	351,848	281,478	70,370
15	Royalties ..
16	Occupancy ...........	4,937,324	3,949,859	987,465
17	Travel ............	185,880	148,704	37,176
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	45,130	36,104	9,026
20	Interest ...........	3,752,720	3,002,176	750,544
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	4,705,489	3,764,391	941,098
23	Insurance ...	561,470	449,176	112,294
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	FOOD COST	758,797	607,038	151,759
b	MEDICAL/PHARMACY/PHYSICIAN EXPENSE	2,590,160	2,072,128	518,032
c	SUPPLIES	266,758	213,406	53,352
d	PROVISION FOR BAD DEBT	102,534	82,027	20,507
e	All other expenses	434,040	347,232	86,808	0
25	Total functional expenses. Add lines 1 through 24e	46,712,905	37,370,324	9,342,581	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........				1	1,289,533
2	Savings and temporary cash investments .........			1,254,677	2	5,641,531
3	Pledges and grants receivable, net ......				3	2,568
4	Accounts receivable, net .............			1,353,604	4	7,170,666
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L ..............
					6	0
7	Notes and loans receivable, net ....				7	338,517
8	Inventories for sale or use ........				8	223,873
9	Prepaid expenses and deferred charges ......			261,207	9	1,197,585
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	363,596,700
b	Less: accumulated depreciation	10b	67,566,405	38,025,450	10c	296,030,295
11	Investments—publicly traded securities .				11	577,734
12	Investments—other securities. See Part IV, line 11 .....			0	12	41,294,063
13	Investments—program-related. See Part IV, line 11 ..			0	13
14	Intangible assets ...............			18,085,233	14	45,016,039
15	Other assets. See Part IV, line 11 ...........			1,549,395	15	7,392,319
16	Total assets. Add lines 1 through 15 (must equal line 34)...			60,529,566	16	406,174,723

17	Accounts payable and accrued expenses .....	6,521,859	17	17,264,422
18	Grants payable ...		18
19	Deferred revenue .........	1,180,019	19	12,223,736
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..		22	0
23	Secured mortgages and notes payable to unrelated third parties ..	43,568,050	23	65,143,327
24	Unsecured notes and loans payable to unrelated third parties ..	7,628,380	24	10,000,000
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	727,602	25	250,120,560
26	Total liabilities. Add lines 17 through 25..	59,625,910	26	354,752,045

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	903,656	27	51,382,940
28	Temporarily restricted net assets ...........		28	39,738
29	Permanently restricted net assets		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	903,656	33	51,422,678
34	Total liabilities and net assets/fund balances ........	60,529,566	34	406,174,723