2014-11-12T13:00:10-06:00 2013-12-31 CROWE HORWATH LLP 70 WEST MADISON STREET SUITE 700 CHICAGO IL 606024903 990 2013-01-01 010706736 AMERICAN EAGLE LIFECARE CORPORATION AMER 6152522305 3819 Hawk Crest Road Ann Arbor MI 48103 F SCOTT KELLMAN PRESIDENT & CEO 2014-11-11 true Nicole Bencik P00756195 3128997000 2013 2015-11-30 17:44:51Z F SCOTT KELLMAN 3819 Hawk Crest Road Ann Arbor MI 48103 56512227 false X N/A X 2002 TN 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. 5 4 1172 225 0 0 7035 1752 56201190 55826944 60363 51064 781973 632467 57050561 56512227 40770 1406 0 0 28529165 28765382 0 0 0 27877750 28102399 56447685 56869187 602876 -356960 53974461 52262796 38392663 37037958 15581798 15224838 THE ORGANIZATION ACQUIRES, OWNS, MAINTAINS AND OPERATES NURSING HOMES, SENIOR LIVING FACILITIES AND/OR ASSISTED LIVING FACILITIES AND RELATED FACILITIES PROVIDING HEALTH CARE OR OTHER SERVICES TO THE ELDERLY AND INFIRM OR DISABLED AND/OR DISADVANTAGED PERSONS THROUGHOUT THE UNITED STATES. THE ORGANIZATION ALSO DEVELOPS AND DEPLOYS EDUCATIONAL PROGRAMS AND SUPPORTING RESEARCH IN THE AREA OF LEARNING SCIENCE AND INNOVATIVE EDUCATIONAL PROGRAMS AND TOOLS IN A VARIETY OF MEDIA FOR TRAINING AND EDUCATIONAL PURPOSES. false false 16369273 152 18779037 THE ORGANIZATION PROVIDES A VARIETY OF LONG-TERM NURSING SERVICES AT THREE LOCATIONS IN WISCONSIN. SERVICES INCLUDE COMPREHENSIVE NURSING CARE, THERAPIES, DIETARY SERVICES, SOCIAL SERVICES, AND RESIDENT ACTIVITIES. ALL OF THE FACILITIES ARE CERTIFIED FOR MEDICARE AND MEDICAID. COLONIAL CENTER IS A 95 BED NURSING FACILITY LOCATED IN COLBY, WISCONSIN. KARMENTA CENTER IS A 103 BED NURSING FACILITY IN MADISON, WISCONSIN. BETHEL CENTER IS A 111 BED NURSING FACILITY LOCATED IN ARPIN, WISCONSIN. 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. THE COST OF CHARITY CARE, BASED UPON THE FACILITIES' COST-TO-CHARGE RATIO, PROVIDED BY THESE FACILITIES WAS APPROXIMATELY $20,191 IN 2013. 10062241 452 10730589 THE ORGANIZATION ALSO OPERATES A LICENSED NURSING HOME IN WEST ALLIS, WISCONSIN. THE ALLIS CARE CENTER PROVIDES CARE TO ELDERLY RESIDENTS, INCLUDING NURSING CARE, ANCILLARY SERVICES, SOCIAL SERVICES, AND OTHER SERVICES AS REQUIRED. THE FACILITY IS CERTIFIED FOR MEDICARE AND MEDICAID AND OPERATES WITH 152 BEDS. THIS FACILITY PROVIDES 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. THE COST OF CHARITY CARE, BASED UPON THE FACILITY'S COST-TO-CHARGE RATIO, PROVIDED BY THIS FACILITY WAS APPROXIMATELY $13,537 IN 2013. 9148768 250 10160837 THE ORGANIZATION OPERATES A LICENSED NURSING HOME IN EAU CLAIRE, WISCONSIN. THE FACILITY PROVIDES CARE TO ELDERLY RESIDENTS, INCLUDING NURSING CARE, ANCILLARY SERVICES, SOCIAL SERVICES, AND OTHER SERVICES AS REQUIRED. THE FACILITY IS CERTIFIED FOR MEDICARE AND MEDICAID AND OPERATES WITH 161 BEDS. THIS FACILITY PROVIDES 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. THE COST OF CHARITY CARE, BASED UPON THE FACILITY'S COST-TO-CHARGE RATIO, PROVIDED BY THIS FACILITY WAS APPROXIMATELY $67,649 IN 2013. 7161906 552 8645939 THE ORGANIZATION PROVIDES A VARIETY OF SERVICES TO THE ELDERLY AT THREE LOCATIONS IN INDIANA. THE HOME PLACE OWNS AND OPERATES AN APARTMENT COMPLEX FOR THE ELDERLY AND IS LOCATED IN THE GREATER INDIANAPOLIS, INDIANA AREA. THE HOME PLACE CONTAINS 60 INDEPENDENT LIVING UNITS. SANDERS GLEN OPERATES AN ASSISTED LIVING FACILITY FOR THE ELDERLY AND IS LOCATED IN WESTFIELD, INDIANA. SANDERS GLEN CONTAINS 143 LICENSED ASSISTED LIVING BEDS CONTAINED IN 111 UNITS. MORNING BREEZE OPERATES A CONTINUING CARE RETIREMENT COMMUNITY (CCRC) IN GREENSBURG, INDIANA. MORNING BREEZE CONTAINS 18 INDEPENDENT LIVING VILLA HOMES, 30 LICENSED ASSISTED LIVING BEDS CONTAINED IN 25 UNITS, AND A 48 BED HEALTHCARE CENTER. 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. THE COST OF CHARITY CARE, BASED UPON THE FACILITIES' COST-TO-CHARGE RATIO, PROVIDED BY THESE FACILITIES WAS APPROXIMATELY $29,223 IN 2013. 6406198 7513474 THE ORGANIZATION OPERATES A LICENSED NURSING HOME IN WHITEHOUSE, TEXAS. THE OAKBROOK NURSING FACILITY (OAKBROOK) PROVIDES CARE TO ELDERLY RESIDENTS, INCLUDING NURSING CARE, ANCILLARY SERVICES, SOCIAL SERVICES, AND OTHER SERVICES AS REQUIRED. OAKBROOK OPERATES A 120 BED NURSING HOME. 37894 THE AMERICAN EAGLE PARENT COMPANY OWNS AND PROVIDES THIRD PARTY MANAGEMENT AND ADMINISTRATIVE SERVICES TO ITS FACILITY COMPANIES, WHICH ARE DISREGARDED ENTITIES OF THE PARENT COMPANY. 13605998 552 16159413 49186280 true false false false false false false true false true false false false false true false false false false false false false false false false false false false true true false false false false false false false false false false false false false false true false false false false false true X 99 0 true 1172 true false false false false false false false false false false X 5 4 true true false false false false false true true false false true true true true true true true true true true IN X F Scott Kellman 7342225264 3819 Hawk Crest Road Ann Arbor MI 48103 BENJAMIN KELLMAN VICE PRESIDENT 2.00 X X 32500 0 0 F SCOTT KELLMAN PRESIDENT & CEO 40.00 X X 871050 0 12748 KENT SYVERUD BOARD MEMBER 2.00 X 32500 0 0 MARK MILLER BOARD MEMBER 3.00 X 32500 0 0 RANDY RUTTA BOARD MEMBER 2.00 X 32500 0 0 ELAN RUGGILL SENIOR VICE PRESIDENT 40.00 X 151931 0 0 JORDAN BRUCE EXECUTIVE DIRECTOR, EAU CLAIRE NURSING HOME 40.00 X 103795 0 0 KONNIE SELGREN EXECUTIVE DIRECTOR, ARPIN NURSING HOME 40.00 X 112636 0 0 1369412 0 12748 4 false true false MEDICAL REHABILITATION CENTERS LLC 1050 CHINOE RD SUITE 350 LEXINGTON KY 40502 MANAGEMENT SERVICES 5927349 GENESIS REHABILITION SERVICES PO BOX 7247-6524 PHILADELPHIA PA 17170 THERAPY SERVICES 5013441 HEALTHCARE SERVICES GROUP 3220 TILLMAN DRIVE SUITE 300 BENSALEM PA 19020 HOUSEKEEPING 384885 38 1752 1752 PATIENT SERVICE REVENUES 623000 55826944 55826944 0 0 0 0 0 0 0 0 55826944 51064 51064 0 0 10479 10479 0 10479 10479 0 0 0 0 0 0 JOINT VENTURE INCOME FROM AEHC, LLC 900099 552106 552106 MEALS/VENDING 900099 15080 15080 RESIDENT COUNCIL 900099 2270 2270 52532 2932 0 49600 621988 56512227 55829876 0 680599 X 1406 1406 0 0 0 1165729 1165729 0 23358313 23211423 146890 24099 24099 2003362 1974218 29144 2213879 2163432 50447 2888309 2888309 142614 142614 159576 159576 0 0 0 7877108 7465632 411476 0 302640 302640 3681644 1869883 1811761 243420 243117 303 0 4128270 4128270 272634 218830 53804 0 55033 55033 1763206 1763206 0 1785253 1783322 1931 560698 534780 25918 PHARMACY / MEDICAL SUPPLIES 1940870 1940870 REVENUE ASSESSMENT FEES 1456990 1456990 INDIGENT CARE 295196 295196 EMPLOYEE RECRUITMENT 89135 47184 41951 459803 9389 450414 0 56869187 49186280 7682907 0 0 8150 8000 12651052 12538419 5559214 4760449 0 0 0 0 717431 791689 43308729 12755494 31419922 30553235 0 0 1896916 1930115 579994 579994 1141782 1100895 53974461 52262796 5548054 4302860 11460000 11300000 30037 49484 0 0 21354572 21385614 0 0 38392663 37037958 X 15581798 15224838 15581798 15224838 53974461 52262796 -356960 0 X X true X false true false X 10649 10140 6124 7035 1752 35700 34188450 50638367 56585641 56758029 55826944 253997431 26343 99736 181374 222001 66950 596404 0 0 34225442 50748243 56773139 56987065 55895646 254629535 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 254629535 67454 90410 60184 60363 61543 339954 0 67454 90410 60184 60363 61543 339954 0 18616 16813 8944 3133 2932 50438 34311512 50855466 56842267 57050561 55960121 255019927 0.99840 0.99820 0.00130 0.00150 X Schedule A, Part III, Line 12, Other Income DESCRIPTION - AIDES IN TRAINING/TRAINING REIMBURSEMENT, COLUMN A - 18616, COLUMN B - 16813, COLUMN C - 8944, COLUMN D - 3133, COLUMN E - 2932, COLUMN F - 50438; true 97889 1637366 1651456 83799 true X 2601033 2601033 31605197 7028347 24576850 2133090 479938 1653152 6956298 5247209 1709089 13111 13111 30553235 0 0 X Schedule D, Part IV, Line 1b, Agent, trustee, custodian, or other intermediary arrangement SEE NARRATIVE FOR SCHEDULE D, PART IV, LINE 2B. Schedule D, Part IV, Line 2b, Explanation of escrow agreement FOR PERSONAL PROTECTION, IT IS REQUESTED THAT MONEY NOT BE LEFT IN THE RESIDENTS' ROOMS. THE FACILITY MAY NOT REQUIRE RESIDENTS TO DEPOSIT THEIR PERSONAL FUNDS WITH THE FACILITY; HOWEVER, IF THE RESIDENT WISHES, AND UPON WRITTEN AUTHORIZATION OF A RESIDENT, THE FACILITY WILL WITHHOLD, SAFEGUARD, MANAGE, AND ACCOUNT FOR THE PERSONAL FUNDS OF THE RESIDENT DEPOSITED WITH THE FACILITY. ANY RESIDENT'S PERSONAL FUNDS IN EXCESS OF $50 ARE DEPOSITED IN AN INTEREST-BEARING ACCOUNT THAT IS SEPARATE FROM FACILITY FUNDS. THE FACILITY CREDITS ALL INTEREST EARNED ON THE RESIDENT'S FUNDS TO HIS OR HER ACCOUNT. A RESIDENT'S PERSONAL FUNDS THAT DO NOT EXCEED $50 ARE MAINTAINED IN A NON-INTEREST-BEARING ACCOUNT OR PETTY CASH FUND. THE FACILITY MAINTAINS A SYSTEM THAT ASSURES A COMPLETE AND SEPARATE ACCOUNTING OF EACH RESIDENT'S PERSONAL FUNDS ENTRUSTED TO THE FACILITY. THE FACILITY DEPOSITS THE PERSONAL NEEDS ALLOWANCE RETAINED BY ANY RESIDENT WHOSE CARE IS PAID FOR UNDER THE MEDICAID PROGRAM INTO THE RESIDENT'S ACCOUNT. THE FACILITY FURNISHES THE RESIDENT WITH A WRITTEN RECEIPT FOR ANY PERSONAL FUNDS OR PERSONAL PROPERTY RECEIVED BY THE FACILITY. RESIDENTS MAY ACCESS THEIR ACCOUNT DURING NORMAL BUSINESS HOURS; IF RESIDENTS NEED ACCESS TO THEIR MONEY AFTER HOURS OR DURING THE WEEKEND, THE BUSINESS OFFICE MANAGER OR ADMINISTRATOR IS CONTACTED AND ARRANGES FOR THE RESIDENTS TO RECEIVE THEIR FUNDS. THE INDIVIDUAL FINANCIAL RECORD IS AVAILABLE QUARTERLY ON REQUEST BY THE RESIDENT OR HIS OR HER LEGAL REPRESENTATIVE. AT LEAST EVERY THREE MONTHS, THE FACILITY FURNISHES THE RESIDENT OR THE RESIDENT'S REPRESENTATIVE WITH A COMPLETE STATEMENT OF ALL FUNDS AND OTHER PROPERTY HELD BY THE FACILITY, DETAILING THE AMOUNTS AND ITEMS RECEIVED, TOGETHER WITH THEIR SOURCES, DISPOSITION, AND THE DATE OF EACH TRANSACTION. 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. U.S. GAAP REQUIRES THAT A TAX POSITION IS RECOGNIZED AS A BENEFIT ONLY IF IT IS "MORE LIKELY THAT 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, 2013. DUE TO ITS PASS-THROUGH STATUS, THE COMPANY IS NOT SUBJECT TO U.S. FEDERAL INCOME TAX OR STATE INCOME TAX. ALL YEARS SINCE INCEPTION (2011) 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, 2013. X true true X X X X X false false false false false false false false false F SCOTT KELLMAN PRESIDENT & CEO 643550 0 227500 0 0 0 0 0 12748 0 883798 0 0 0 ELAN RUGGILL SENIOR VICE PRESIDENT 126931 0 25000 0 0 0 0 0 0 0 151931 0 0 0 Schedule J, Part I, Line 1a, Payments for business use of personal residence AMERICAN EAGLE LIFECARE CORPORATION LEASES SPACE FROM ITS CEO, SCOTT KELLMAN, STARTING AUGUST 1, 2013. MR. KELLMAN REPORTED THIS AS ORDINARY INCOME ON HIS PERSONAL TAX RETURN FOR 2013. 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. A WISCONSIN HEALTH & EDUCATIONAL FACILITIES AUTHORITY 391337855 97710BBY7 2008-06-11 12000000 REFINANCE 11/01/2003 WISCONSIN BONDS FOR FACILITY ACQUISITION, ADDITIONS, AND IMPROVEMENTS false false false A 540000 0 12000000 993275 0 0 0 0 0 2383148 8623577 0 2008 true false true true A true true false false 0.00000 0.00000 0.00000 false false A false false false true false false 0.0 true PACKERKISS SECURITIES 7.0 true false false A false SCHEDULE K, PART III, LINE 9, WRITTEN PROCEDURES TO ENSURE ALL NONQUALIFIED BONDS ARE REMEDIATED THE ORGANIZATION IS IN THE PROCESS OF ADOPTING WRITTEN PROCEDURES TO ENSURE ALL NONQUALIFIED BONDS (IF ANY) OF THE ISSUE ARE REMEDIATED IN ACCORDANCE WITH THE ASSOCIATED REGULATIONS. THE ORGANIZATION STRIVES TO STAY ABREAST OF FEDERAL REGULATIONS AND CONSIDERS THE REPERCUSSIONS OF ALL SIGNIFICANT ACTIVITIES WHICH COULD FORESEEABLY HAVE AN IMPACT ON THE ORGANIZATION'S TAX EXEMPT BONDS AND THE ASSOCIATED FEDERAL TAX REGULATIONS. SCHEDULE K, PART IV, LINE 2C, NO REBATE DUE THE CALCULATION FOR COMPUTING NO REBATE DUE WAS PERFORMED ON 10/15/13. SCHEDULE K, PART IV, LINE 7, WRITTEN PROCEDURES TO MONITOR REQUIREMENTS OF SECTION 148 THE ORGANIZATION IS IN THE PROCESS OF ADOPTING WRITTEN PROCEDURES TO MONITOR THE ORGANIZATION'S ABILITY TO REMAIN IN COMPLIANCE WITH THE ARBITRAGE REQUIREMENTS UNDER SECTION 148 OF THE INTERNAL REVENUE CODE. THE ORGANIZATION STRIVES TO STAY ABREAST OF FEDERAL REGULATIONS AND CONSIDERS THE REPERCUSSIONS OF ALL SIGNIFICANT ACTIVITIES WHICH COULD FORESEEABLY HAVE AN IMPACT ON THE ORGANIZATION'S TAX EXEMPT BONDS AND THE ASSOCIATED FEDERAL TAX REGULATIONS. SCHEDULE K, PART V, WRITTEN PROCEDURES TO ENSURE VIOLATIONS ARE IDENTIFIED & CORRECTED THE ORGANIZATION IS IN THE PROCESS OF ADOPTING WRITTEN PROCEDURES WHICH DICTATE HOW MANAGEMENT TIMELY IDENTIFIES AND CORRECTS VIOLATIONS OF FEDERAL TAX REQUIREMENTS USING THE VOLUNTARY CLOSING AGREEMENT PROGRAM (VCAP) PROVIDED BY THE IRS WHEN SELF-REMEDIATION IS NOT AVAILABLE TO THE ORGANIZATION. THE ORGANIZATION STRIVES TO STAY ABREAST OF FEDERAL REGULATIONS AND CONSIDERS THE REPERCUSSIONS OF ALL SIGNIFICANT ACTIVITIES WHICH COULD FORESEEABLY HAVE AN IMPACT ON THE ORGANIZATION'S TAX EXEMPT BONDS AND THE ASSOCIATED FEDERAL TAX REGULATIONS. IN THE EVENT A VIOLATION IS IDENTIFIED THE ORGANIZATION'S POLICY IS TO CORRECT THE VIOLATION AS SOON AS POSSIBLE, WHILE WORKING WITH THE FEDERAL AUTHORITIES AS NECESSARY TO ENSURE THAT SUFFICIENT CONTROLS ARE PRESENT WHICH WILL GUARD AGAINST FUTURE VIOLATIONS. FORM 990, PART V, LINE 1A, ANNUAL SUMMARY AND TRANSMITTAL OF U.S. INFORMATION RETURNS EACH OF THE DISREGARDED ENTITIES FILES A SEPARATE FORM 1096, AND THE NUMBER REPORTED IN BOX 3 OF EACH RESPECTIVE ENTITY IS AS FOLLOWS: AMERICAN EAGLE NURSING HOME COMPANY OF ARPIN, LLC (6); AMERICAN EAGLE NURSING HOME COMPANY OF COLBY, LLC (6); AMERICAN EAGLE NURSING HOME COMPANY OF MADISON, LLC (12); AMERICAN EAGLE NURSING HOME COMPANY OF EAU CLAIRE, LLC (16); AMERICAN EAGLE GROUP - WISCONSIN (3); AMERICAN EAGLE HOME PLACE, LLC (6); AMERICAN EAGLE SANDERS GLEN, LLC (7); AMERICAN EAGLE MORNING BREEZE, LLC (20); LEXINGTON HEALTHCARE, LLC (16); AMERICAN EAGLE LIFECARE CORPORATION (7). FORM 990, PART V, LINE 2A, TRANSMITTAL OF WAGE AND TAX STATEMENTS EACH OF THE DISREGARDED ENTITIES FILES A SEPARATE FORM W-3, AND THE NUMBER REPORTED FOR EACH RESPECTIVE ENTITY IS AS FOLLOWS: AMERICAN EAGLE NURSING HOME COMPANY OF ARPIN, LLC (130); AMERICAN EAGLE NURSING HOME COMPANY OF COLBY, LLC (153); AMERICAN EAGLE NURSING HOME COMPANY OF MADISON, LLC (145); AMERICAN EAGLE NURSING HOME COMPANY OF EAU CLAIRE, LLC (364); AMERICAN EAGLE HOME PLACE, LLC (3); AMERICAN EAGLE SANDERS GLEN, LLC (73); AMERICAN EAGLE MORNING BREEZE, LLC (111); LEXINGTON HEALTHCARE, LLC (189); AMERICAN EAGLE LIFECARE CORPORATION (4). Form 990, Part VI, Sec A, 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, Sec A, Line 2, Family/business relationships amongst interested persons F. SCOTT KELLMAN & BENJAMIN KELLMAN - FAMILY RELATIONSHIP Form 990, Part VI, Sec A, Line 3, Delegation of management duties THE FOLLOWING ORGANIZATIONS ENTERED INTO MANAGEMENT AGREEMENTS WITH MEDICAL REHABILITATION CENTERS, LLC D/B/A EXCEPTIONAL LIVING CENTERS, A KENTUCKY CORPORATION TO PROVIDE SUBSTANTIALLY ALL MANAGEMENT SERVICES FOR EACH FACILITY. MANAGMEENT FEES INCLUDE MONTHLY FEES PLUS PAYROLL COSTS OF EMPLOYEES OR CONSULTANTS OF THE FACILITY WHO ARE EMPLOYEES OF THE MANAGER. -LEXINGTON HEALTHCARE, LLC -AMERICAN EAGLE NURSING HOME COMPANY OF EAU CLAIRE, LLC -AMERICAN EAGLE HOME PLACE, LLC -AMERICAN EAGLE SANDERS GLEN, LLC -AMERICAN EAGLE MORNING BREEZE, LLC -AMERICAN EAGLE NURSING HOME COMPANY OF ARPIN, LLC -AMERICAN EAGLE NURSING HOME COMPANY OF COLBY, LLC -AMERICAN EAGLE NURSING HOME COMPANY OF MADISON, LLC THE OAKBROOK HEALTH CARE FACILITY ENTERED INTO A MANAGEMENT AGREEMENT WITH ATRIUM LIVING CENTERS OF TEXAS, INC. UNDER THE AGREEMENT, ATRIUM IS TO EXCLUSIVELY SUPERVISE, DIRECT, AND CONTROL THE MANAGEMENT AND OPERATION OF THE FACILITY FOR A MONTHLY FEE. THERE ARE NO CURRENT OFFICERS, DIRECTORS, OR HIGHEST COMPENSATED EMPLOYEES WHO WERE COMPENSATED BY THE MANAGEMENT COMPANIES. Form 990, Part VI, Sec B, 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, Sec B, 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, Sec B, 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 PRESIDENT AND 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 FOURTH QUARTER 2013. IN ADDITION, THE BOARD OF DIRECTORS OBTAINED COMPENSATION STUDIES PERFORMED BY THE REZNICK GROUP, L.C. IN JULY 2008, AND CROWE HORWATH LLP IN SEPTEMBER 2010, AND IN 2013 TO USE IN DETERMINING THE AMOUNT OF COMPENSATION FOR 2008 THROUGH 2013. THIS INFORMATION WAS DOCUMENTED IN THE BOARD MEETING MINUTES IN 2008, 2010 AND 2013 WHEN THE COMPENSATION STUDIES WERE REVIEWED. Form 990, Part VI, Sec B, 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 SENIOR VICE-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, Sec C, 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 VII, SECTION A, PART VII, SECTION A VIRGINIA S. BURFORD, ADMINISTRATOR, IS PAID BY AMERICAN EAGLE NURSING HOME COMPANY OF WHITEHOUSE, LLC (EIN 20-2818234). F. SCOTT KELLMAN, PRESIDENT & CEO, IS PAID BY AMERICAN EAGLE LIFECARE CORPORATION (EIN 01-0706736). THE FOLLOWING BOARD MEMBERS AND OFFICERS ARE PAID BY AMERICAN EAGLE LIFECARE CORPORATION (EIN 01-0706736): BENJAMIN KELLMAN, VICE PRESIDENT RANDY RUTTA, BOARD MEMBER KENT SYVERUD, BOARD MEMBER MARK MILLER, BOARD MEMBER ALICE KATZ, BOARD MEMBER FRANK CROSBY, BOARD MEMBER Form 990, Part IX, Line 11g, Other Expenses CONTRACTED STAFF (NURSING, PHARMACIST, PSYCHOLOGIST, MEDICAL DIRECTOR - TOTAL EXPENSE: 7877108, PROGRAM SERVICE EXPENSE: 7465632, MANAGEMENT AND GENERAL EXPENSES: 411476, FUNDRAISING EXPENSES: ; FORM 990, PART XII, LINE 2B, AUDITED/COMPILED FINANCIAL STATEMENTS THE ORGANIZATION RECEIVES FIVE SEPARATE SETS OF AUDITED FINANCIAL STATEMENTS, EACH OF WHICH IS PREPARED IN ACCORDANCE WITH GAAP. THE FINANCIAL INFORMATION IS THEN COMBINED FOR PURPOSES OF THE FORM 990. ONE SET OF AUDITED FINANCIAL STATEMENTS, WHICH IS PREPARED ON A CONSOLIDATED BASIS, CONSISTS OF THE FOLLOWING WISCONSIN ENTITIES ("OBLIGATED GROUP"): AE ARPIN FACILITY COMPANY, LLC (EIN 81-0621902) AMERICAN EAGLE NURSING HOME COMPANY OF ARPIN, LLC (EIN 47-0924079) AE COLBY FACILITY COMPANY, LLC (EIN 81-0622276) AMERICAN EAGLE NURSING HOME COMPANY OF COLBY, LLC (EIN 68-0558136) AE MADISON FACILITY COMPANY , LLC (EIN 26-0070115) AMERICAN EAGLE NURSING HOME COMPANY OF MADISON, LLC (EIN 81-0621853) EACH OF THE FOLLOWING ENTITIES RECEIVES A SEPARATE SET OF AUDITED FINANCIAL STATEMENTS: AMERICAN EAGLE HOME PLACE, LLC (EIN 20-3295047) AE EAU CLAIRE FACILITY COMPANY, LLC (EIN: 26-3709653) AE WESTFIELD FACILITY COMPANY, LLC (EIN: 27-2784041) AE GREENSBURG FACILITY COMPANY, LLC (EIN: 27-2784104) THE FINANCIAL INFORMATION FOR EACH OF THE ABOVE ENTITIES, AS WELL AS THE ENTITIES LISTED BELOW THAT DO NOT RECEIVE AUDITED FINANCIAL STATEMENTS, IS ALSO INCLUDED IN A SINGLE FINANCIAL STATEMENT COMPILATION PREPARED BY THE ORGANIZATION'S INDEPENDENT AUDITORS. AMERICAN EAGLE LIFECARE CORPORATION (EIN: 01-0706736) AMERICAN EAGLE NURSING HOME COMPANY OF WHITEHOUSE, LLC (EIN 20-2818234) AMERICAN EAGLE NURSING HOME COMPANY OF EAU CLAIRE, LLC (EIN: 26-3709759) LEXINGTON HEALTHCARE, LLC (EIN: 20-1684547) AMERICAN EAGLE MORNING BREEZE, LLC (EIN: 20-3294992) AMERICAN EAGLE SANDERS GLEN, LLC (20-3294905) AE ARPIN FACILITY COMPANY LLC 8014 BETHEL ROAD ARPIN WI 54410 810621902 FACILITY COMPANY WI 385333 3012328 AMERICAN EAGLE LIFECARE CORPORATION AMERICAN EAGLE NURSING HOME COMPANY OF ARPIN LLC 8014 BETHEL ROAD ARPIN WI 54410 470924079 NURSING HOME WI 5845433 1334854 AMERICAN EAGLE LIFECARE CORPORATION AE COLBY FACILITY COMPANY LLC 702 WEST DOLF STREET COLBY WI 54421 810622276 FACILITY COMPANY WI 341651 2688459 AMERICAN EAGLE LIFECARE CORPORATION AMERICAN EAGLE NURSING HOME COMPANY OF COLBY LLC 702 WEST DOLF STREET COLBY WI 54421 680558136 NURSING HOME WI 5216201 700084 AMERICAN EAGLE LIFECARE CORPORATION AE MADISON FACILITY COMPANY LLC 4502 MILWAUKEE STREET MADISON WI 53714 260070115 FACILITY COMPANY WI 598408 5290029 AMERICAN EAGLE LIFECARE CORPORATION AMERICAN EAGLE NURSING HOME COMPANY OF MADISON LLC 4502 MILWAUKEE STREET MADISON WI 53714 810621853 NURSING HOME WI 7725119 2983928 AMERICAN EAGLE LIFECARE CORPORATION AE WHITEHOUSE FACILITY COMPANY LLC 107 STACEY DRIVE WHITEHOUSE TX 75791 202818309 FACILITY COMPANY TX 0 3338 AMERICAN EAGLE LIFECARE CORPORATION AMERICAN EAGLE NURSING HOME COMPANY OF WHITEHOUSE LLC 107 STACEY DRIVE WHITEHOUSE TX 75791 202818234 NURSING HOME TX 7548421 2318004 AMERICAN EAGLE LIFECARE CORPORATION AMERICAN EAGLE HOME PLACE LLC 6734 MILLSIDE DRIVE INDIANAPOLIS IN 46221 203295047 INDEPENDENT LIVING FACILITY IN 567881 2591904 AMERICAN EAGLE LIFECARE CORPORATION AMERICAN EAGLE SANDERS GLEN LLC 320 NORTH MERIDIAN STREET INDIANAPOLIS IN 46204 203294905 INDEPENDENT LIVING FACILITY IN 3182799 330954 AMERICAN EAGLE LIFECARE CORPORATION AMERICAN EAGLE MORNING BREEZE LLC 320 NORTH MERIDIAN STREET INDIANAPOLIS IN 46204 203294992 CONTINUING CARE RETIREMENT COMMUNITY IN 4914348 2084040 AMERICAN EAGLE LIFECARE CORPORATION AE EAU CLAIRE FACILITY COMPANY LLC 3819 HAWK CREST ANN ARBOR MI 48103 263709653 FACILITY COMPANY MI 672350 7540506 AMERICAN EAGLE LIFECARE CORPORATION AMERICAN EAGLE NURSING HOME COMPANY OF EAU CLAIRE LLC 2120 HEIGHTS DRIVE EAU CLAIRE WI 54701 263709759 NURSING HOME WI 10162254 1754496 AMERICAN EAGLE LIFECARE CORPORATION LEXINGTON HEALTHCARE LLC 9047 W GREENFIELD AVENUE WEST ALLIS WI 53214 201684547 NURSING HOME WI 10746599 2829465 AMERICAN EAGLE LIFECARE CORPORATION AE WESTFIELD FACILITY COMPANY LLC 320 NORTH MERIDIAN STREET IINDIANAPOLIS IN 46204 272784041 FACILITY COMPANY IN 362531 5391792 AMERICAN EAGLE LIFECARE CORPORATION AE GREENSBURG FACILITY COMPANY LLC 320 NORTH MERIDIAN STREET INDIANAPOLIS IN 46204 272784104 FACILITY COMPANY IN 583045 7233664 AMERICAN EAGLE LIFECARE CORPORATION