Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2016 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | QUORUM HEALTH CORPORATION |
Entity Central Index Key | 1,650,445 |
Document Type | S4 |
Document Period End Date | Dec. 31, 2016 |
Trading Symbol | QHC |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||||||||||
Operating revenues, net of contractual allowances and discounts | $ 2,419,053 | $ 2,445,858 | $ 2,410,002 | ||||||||
Provision for bad debts | 280,586 | 258,520 | 264,502 | ||||||||
Net operating revenues | $ 515,240 | $ 543,939 | $ 529,737 | $ 549,551 | $ 558,226 | $ 543,143 | $ 538,352 | $ 547,617 | 2,138,467 | 2,187,338 | 2,145,500 |
Operating costs and expenses: | |||||||||||
Salaries and benefits | 1,057,119 | 1,016,696 | 1,012,618 | ||||||||
Supplies | 258,639 | 249,792 | 244,590 | ||||||||
Other operating expenses | 645,802 | 634,233 | 619,808 | ||||||||
Depreciation and amortization | 117,288 | 128,001 | 127,593 | ||||||||
Rent | 49,883 | 48,729 | 48,319 | ||||||||
Electronic health records incentives earned | (11,482) | (25,779) | (44,660) | ||||||||
Legal, professional and settlement costs | 7,342 | 0 | 30,374 | ||||||||
Impairment of long-lived assets and goodwill | 291,870 | 13,000 | 1,000 | ||||||||
Loss on sale of hospitals, net | 2,150 | 0 | 0 | ||||||||
Transaction costs related to the Spin-off | 5,488 | 16,337 | 0 | ||||||||
Total operating costs and expenses | 2,424,099 | 2,081,009 | 2,039,642 | ||||||||
Income (loss) from operations | (285,632) | 106,329 | 105,858 | ||||||||
Interest expense, net | 113,440 | 98,290 | 92,926 | ||||||||
Income (loss) before income taxes | (399,072) | 8,039 | 12,932 | ||||||||
Provision for (benefit from) income taxes | (53,875) | 3,304 | 5,579 | ||||||||
Net income (loss) | (90,092) | (6,452) | (243,966) | (4,687) | 781 | (4,075) | 2,205 | 5,824 | (345,197) | 4,735 | 7,353 |
Less: Net income (loss) attributable to noncontrolling interests | 574 | 507 | 1,095 | 315 | 1,360 | 1,638 | 775 | (375) | 2,491 | 3,398 | (448) |
Net income (loss) attributable to Quorum Health Corporation | $ (90,666) | $ (6,959) | $ (245,061) | $ (5,002) | $ (579) | $ (5,713) | $ 1,430 | $ 6,199 | $ (347,688) | $ 1,337 | $ 7,801 |
Earnings (loss) per share attributable to Quorum Health Corporation stockholders: | |||||||||||
Basic and diluted | $ (3.19) | $ (0.24) | $ (8.63) | $ (0.18) | $ (0.02) | $ (0.20) | $ 0.05 | $ 0.22 | $ (12.24) | $ 0.05 | $ 0.27 |
Weighted-average shares outstanding: | |||||||||||
Basic and diluted | 28,416,801 | 28,413,532 | 28,412,720 | 28,412,054 | 28,412,054 | 28,412,054 | 28,412,054 | 28,412,054 | 28,413,247 | 28,412,054 | 28,412,054 |
CONSOLIDATED AND COMBINED STAT3
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||||||||||
Net income (loss) | $ (90,092) | $ (6,452) | $ (243,966) | $ (4,687) | $ 781 | $ (4,075) | $ 2,205 | $ 5,824 | $ (345,197) | $ 4,735 | $ 7,353 |
Amortization and recognition of unrecognized pension cost components, net of income taxes | (2,760) | 0 | 0 | ||||||||
Comprehensive income (loss) | (347,957) | 4,735 | 7,353 | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 2,491 | 3,398 | (448) | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | $ (350,448) | $ 1,337 | $ 7,801 |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 25,455 | $ 1,106 |
Patient accounts receivable, net of allowance for doubtful accounts of $360,796 and $346,507 at December 31, 2016 and 2015, respectively | 380,685 | 390,890 |
Inventories | 58,124 | 60,542 |
Prepaid expenses | 23,028 | 16,030 |
Due from third-party payors | 116,235 | 110,806 |
Current assets of hospitals held for sale | 1,502 | 0 |
Other current assets | 57,942 | 59,011 |
Total current assets | 662,971 | 638,385 |
Property and equipment, at cost | 1,519,975 | 1,603,653 |
Less: Accumulated depreciation and amortization | (786,075) | (723,404) |
Total property and equipment, net | 733,900 | 880,249 |
Goodwill | 416,833 | 541,704 |
Intangible assets, net | 84,982 | 129,250 |
Long-term assets of hospitals held for sale | 6,851 | 0 |
Other long-term assets | 88,833 | 105,268 |
Total assets | 1,994,370 | 2,294,856 |
Current liabilities: | ||
Current maturities of long-term debt | 5,683 | 7,915 |
Accounts payable | 169,684 | 138,483 |
Accrued liabilities: | ||
Accrued salaries and benefits | 98,803 | 82,620 |
Accrued interest | 19,915 | 0 |
Due to third-party payors | 42,537 | 30,103 |
Current liabilities of hospitals held for sale | 492 | |
Other current liabilities | 53,268 | 45,255 |
Total current liabilities | 390,382 | 304,376 |
Long-term debt | 1,241,142 | 15,500 |
Due to Parent, net | 0 | 1,800,908 |
Deferred income tax liabilities, net | 31,474 | 41,030 |
Other long-term liabilities | 108,996 | 108,141 |
Total liabilities | 1,771,994 | 2,269,955 |
Redeemable noncontrolling interests | 6,807 | 8,958 |
Commitments and Contingencies (Note 19) | ||
Quorum Health Corporation stockholders' equity: | ||
Preferred stock, $0.0001 par value per share, 100,000,000 shares authorized, none issued at December 31, 2016 | 0 | 0 |
Common stock, $0.0001 par value per share, 300,000,000 shares authorized; 29,482,050 shares issued and outstanding at December 31, 2016 | 3 | 0 |
Additional paid-in capital | 537,911 | 0 |
Accumulated other comprehensive loss | (2,760) | 0 |
Accumulated deficit | (334,026) | 0 |
Total Quorum Health Corporation stockholders' equity | 201,128 | 0 |
Parent's equity | 0 | 3,184 |
Nonredeemable noncontrolling interests | 14,441 | 12,759 |
Total equity | 215,569 | 15,943 |
Total liabilities and equity | $ 1,994,370 | $ 2,294,856 |
CONSOLIDATED AND COMBINED BALA5
CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 29, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | |||||
Allowance for doubtful patient accounts | $ 360,796 | $ 346,507 | $ 341,527 | $ 334,210 | |
Preferred stock, par value | $ 0.0001 | ||||
Preferred stock, shares authorized | 100,000,000 | ||||
Preferred stock, shares issued | 0 | ||||
Common stock, par value | $ 0.0001 | ||||
Common stock, shares authorized | 300,000,000 | ||||
Common stock, shares issued | 29,482,050 | ||||
Common stock, shares outstanding | 29,482,050 | 28,412,054 |
CONSOLIDATED AND COMBINED STAT6
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Parent [Member] | Nonredeemable Noncontrolling Interests [Member] |
Stockholders' equity, beginning balance at Dec. 31, 2013 | $ 7,180 | $ 2,662 | $ 4,518 | ||||
Comprehensive income (loss) | 8,528 | 7,801 | 727 | ||||
Transfers to Parent (prior to the Spin-off) | (7,801) | (7,801) | |||||
Cash distributions to noncontrolling investors | (1,108) | (1,108) | |||||
Reclassifications of noncontrolling interests | 672 | 672 | |||||
Adjustments to redemption values of redeemable noncontrolling interests investments | 447 | 447 | |||||
Stockholders' equity, ending balance at Dec. 31, 2014 | 7,918 | 3,109 | 4,809 | ||||
Redeemable noncontrolling interests, beginning balance at Dec. 31, 2013 | 3,131 | ||||||
Redeemable Noncontrolling Interests, Comprehensive income (loss) | (1,175) | ||||||
Redeemable Noncontrolling Interests, Cash distributions to noncontrolling investors | (381) | ||||||
Redeemable Noncontrolling Interests, Reclassifications of noncontrolling interests | (672) | ||||||
Redeemable Noncontrolling Interests, Adjustments to redemption values of redeemable noncontrolling interests investments | (447) | ||||||
Redeemable Noncontrolling Interests, Noncontrolling interest in acquired entity | 1,906 | ||||||
Redeemable noncontrolling interests, ending balance at Dec. 31, 2014 | 2,362 | ||||||
Comprehensive income (loss) | 4,905 | 1,337 | 3,568 | ||||
Transfers to Parent (prior to the Spin-off) | (1,337) | (1,337) | |||||
Cash distributions to noncontrolling investors | (1,124) | (1,124) | |||||
Purchases of shares from noncontrolling investors | 132 | 217 | (85) | ||||
Redemption of shares from noncontrolling interests | 5,586 | 5,586 | |||||
Reclassifications of noncontrolling interests | 5 | 5 | |||||
Adjustments to redemption values of redeemable noncontrolling interests investments | (142) | (142) | |||||
Stockholders' equity, ending balance at Dec. 31, 2015 | 15,943 | 3,184 | 12,759 | ||||
Redeemable Noncontrolling Interests, Comprehensive income (loss) | (170) | ||||||
Redeemable Noncontrolling Interests, Cash distributions to noncontrolling investors | (499) | ||||||
Redeemable Noncontrolling Interests, Purchases of shares from noncontrolling investors | (543) | ||||||
Redeemable Noncontrolling Interests, Redemption of shares from noncontrolling interests | 5,955 | ||||||
Redeemable Noncontrolling Interests, Reclassifications of noncontrolling interests | (5) | ||||||
Redeemable Noncontrolling Interests, Adjustments to redemption values of redeemable noncontrolling interests investments | 142 | ||||||
Redeemable Noncontrolling Interests, Noncontrolling interest in acquired entity | 1,716 | ||||||
Redeemable noncontrolling interests, ending balance at Dec. 31, 2015 | 8,958 | ||||||
Comprehensive income (loss) | (346,893) | $ (2,760) | $ (334,026) | (13,662) | 3,555 | ||
Transfers to Parent (prior to the Spin-off) | 13,662 | 13,662 | |||||
Changes in equity related to the spin-off | 527,425 | $ 3 | $ 530,559 | (3,137) | |||
Changes in equity related to the spin-off, shares | 28,412,054 | ||||||
Stock-based compensation expense | 7,441 | 7,441 | |||||
Stock-based compensation expense, shares | 1,072,987 | ||||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (13) | (13) | |||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares, shares | (2,991) | ||||||
Cash distributions to noncontrolling investors | (2,464) | (2,464) | |||||
Purchases of shares from noncontrolling investors | 1 | 19 | (18) | ||||
Reclassifications of noncontrolling interests | 609 | 609 | |||||
Adjustments to redemption values of redeemable noncontrolling interests investments | (142) | (76) | $ (66) | ||||
Stockholders' equity, ending balance at Dec. 31, 2016 | $ 215,569 | $ 3 | $ 537,911 | $ (2,760) | $ (334,026) | $ 14,441 | |
Stockholders' equity, ending balance, shares at Dec. 31, 2016 | 29,482,050 | 29,482,050 | |||||
Redeemable Noncontrolling Interests, Comprehensive income (loss) | $ (1,064) | ||||||
Redeemable Noncontrolling Interests, Cash distributions to noncontrolling investors | (386) | ||||||
Redeemable Noncontrolling Interests, Purchases of shares from noncontrolling investors | (102) | ||||||
Redeemable Noncontrolling Interests, Reclassifications of noncontrolling interests | (609) | ||||||
Redeemable Noncontrolling Interests, Adjustments to redemption values of redeemable noncontrolling interests investments | 142 | ||||||
Redeemable Noncontrolling Interests, Noncontrolling interest in acquired entity | (132) | ||||||
Redeemable noncontrolling interests, ending balance at Dec. 31, 2016 | $ 6,807 |
CONSOLIDATED AND COMBINED STAT7
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (345,197) | $ 4,735 | $ 7,353 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 117,288 | 128,001 | 127,593 |
Non-cash interest expense | 2,496 | 0 | 0 |
Provision for (benefit from) deferred income taxes | (56,339) | 2,542 | 5,007 |
Stock-based compensation expense | 7,441 | 0 | 0 |
Impairment of long-lived assets and goodwill | 291,870 | 13,000 | 1,000 |
Loss on sale of hospitals, net | 2,150 | 0 | 0 |
Changes in reserves for self-insurance claims, net of payments | 27,994 | 0 | 0 |
Changes in reserves for legal, professional and settlement costs, net of payments | 3,651 | 0 | 0 |
Other non-cash expense (income), net | (575) | 380 | 495 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | |||
Patient accounts receivable, net | 10,205 | (16,639) | (38,744) |
Due from and due to third-party payors, net | 7,005 | (18,198) | (47,626) |
Inventories, prepaid expenses and other current assets | 1,457 | 8,000 | (7,194) |
Accounts payable and accrued liabilities | 20,760 | (78,944) | 3,422 |
Long-term assets and liabilities, net | (9,120) | 12 | (8,262) |
Net cash provided by operating activities | 81,086 | 42,889 | 43,044 |
Cash flows from investing activities: | |||
Capital expenditures for property and equipment | (79,920) | (59,455) | (69,066) |
Capital expenditures for software | (7,269) | (8,845) | (61,054) |
Acquisitions, net of cash acquired | (785) | (8,019) | (141,994) |
Proceeds from the sale of hospitals | 13,746 | 0 | 0 |
Proceeds from asset sales | 1,082 | 3,114 | 258 |
Other investing activities | 0 | (5,387) | (242) |
Net cash used in investing activities | (73,146) | (78,592) | (272,098) |
Cash flows from financing activities: | |||
Borrowings of long-term debt | 1,256,281 | 372 | 110 |
Repayments of long-term debt | (15,222) | (1,563) | (1,631) |
Increase in Due to Parent, net | 24,796 | 262,775 | 111,686 |
Increase (decrease) in receivables facility, net | 0 | (224,774) | 122,064 |
Payments of debt issuance costs | (29,146) | 0 | 0 |
Cash paid to Parent related to the Spin-off | (1,217,336) | 0 | 0 |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (13) | 0 | 0 |
Cash distributions to noncontrolling investors | (2,850) | (1,623) | (1,489) |
Purchases of shares from noncontrolling investors | (101) | (937) | 0 |
Net cash provided by financing activities | 16,409 | 34,250 | 230,740 |
Net change in cash and cash equivalents | 24,349 | (1,453) | 1,686 |
Cash and cash equivalents at beginning of period | 1,106 | 2,559 | 873 |
Cash and cash equivalents at end of period | 25,455 | 1,106 | 2,559 |
Supplemental cash flow information: | |||
Interest payments, net | 90,909 | 98,290 | 92,926 |
Income tax payments, net of refunds (after the Spin-off) | 0 | 0 | 0 |
Non-cash purchases of property and equipment under capital lease obligations | $ 6,579 | $ 15,488 | $ 2,407 |
Description of the Business and
Description of the Business and the Spin-Off | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of the Business and the Spin-off | NOTE 1 — DESCRIPTION OF THE BUSINESS AND THE SPIN-OFF Description of the Business The principal business of Quorum Health Corporation, a Delaware corporation, and its subsidiaries (collectively, “QHC” or the “Company”) is to provide hospital and outpatient healthcare services in its markets across the United States. As of December 31, 2016, the Company owned or leased 36 hospitals in rural and mid-sized markets, consisting of 27 wholly-owned hospitals, four majority-owned hospitals and five leased hospitals, which are located in 16 states and have a total of 3,459 licensed beds. The Company provides outpatient healthcare services through its hospitals and affiliated facilities, including urgent care centers, diagnostic and imaging centers, physician clinics and surgery centers. The Company’s wholly-owned subsidiary, Quorum Health Resources, LLC (“QHR”), provides management advisory and consulting services to non-affiliated hospitals located throughout the United States. Over 95% of the Company’s net operating revenues for each of the years ended December 31, 2016, 2015 and 2014 are attributable to its hospital operations business. Description of the Spin-off On April 29, 2016, Community Health Systems, Inc. (“CHS”, or “Parent” when referring to the carve-out period prior to April 29, 2016) completed the spin-off of 38 hospitals, including their affiliated facilities, and QHR to form Quorum Health Corporation through the distribution of 100% of the common stock of QHC, issued at a par value of $0.0001 per share, to CHS stockholders of record as of the close of business on April 22, 2016 (the “Record Date”) and cash proceeds to CHS of $1.2 billion (the “Spin-off”). Each CHS stockholder received a distribution of one share of QHC common stock for every four shares of CHS common stock held as of the Record Date plus cash in lieu of fractional shares. Quorum Health Corporation began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “QHC” on May 2, 2016. In connection with the Spin-off, QHC issued $400 million in aggregate principal amount of 11.625% Senior Notes due 2023 (the “Senior Notes”) on April 22, 2016, pursuant to an indenture (the “Indenture”) by and between the Company and Regions Bank, as Trustee. The Senior Notes were issued at a discount of $6.9 million, or 1.734%. The gross offering proceeds of the Senior Notes were deposited into a segregated escrow account at the closing of the offering on April 22, 2016. On April 29, 2016, the Company entered into a credit agreement (the “Senior Credit Facility”) consisting of an $880 million senior secured term loan facility (the “Term Loan Facility”), which was issued at 98% of par value, or a discount of $17.6 million, and a $100 million senior secured revolving credit facility (the “Revolving Credit Facility”). In addition, the Company entered into a $125 million senior secured asset-based revolving credit facility (the “ABL Credit Facility”) on April 29, 2016. The net offering proceeds of the Senior Notes were released to QHC from the escrow account on April 29, 2016. The net offering proceeds of the Senior Notes, together with the net borrowings under the Term Loan Facility, were used to pay $1.2 billion of the cash proceeds to CHS, as mentioned above, and to pay the Company’s fees and expenses related to the Spin-off. The cash proceeds paid to CHS were characterized as a one-time, tax-free cash distribution. In connection with the Spin-off, QHC and CHS entered into a Separation and Distribution Agreement, a Tax Matters Agreement and an Employee Matters Agreement on April 29, 2016, which, collectively, governed or continue to govern the allocation of employees, assets and liabilities that were transferred to QHC from CHS, including but not limited to investments, working capital, property and equipment, employee benefits and deferred tax assets and liabilities. In addition, QHC and CHS entered into various transition services agreements and other ancillary agreements that govern certain relationships and activities of QHC and CHS for five years following the Spin-off. See Note 18 — Related Party Transactions for additional information on the agreements that exist between QHC and CHS after the Spin-off. In connection with the Spin-off, CHS contributed $530.6 million of additional paid-in capital to QHC and made a $13.5 million cash contribution to QHC, pursuant to the Separation and Distribution Agreement. This contribution consisted of $20.0 million of cash contributed to fund a portion of QHC’s initial working capital, reduced by $6.5 million for the difference in estimated and actual financing transaction fees related to the Spin-off. The following table provides a summary of the major transactions to effect the Spin-off of QHC as a newly formed, independent company (dollars in thousands): Additional Long-Term Due to Common Stock Paid-in Parent's Debt Parent, Net Shares Amount Capital Equity Balance at April 29, 2016 (prior to the Spin-off) $ 24,179 $ 1,813,836 — $ — $ — $ 3,137 Borrowings of long-term debt, net of debt issuance discounts 1,255,464 — — — — — Payments of debt issuance costs (29,146 ) — — — — — Cash proceeds paid to Parent — (1,217,336 ) — — — — Transfer of liabilities from Parent — (22,292 ) — — — — Net deferred income tax liability resulting from the Spin-off — (46,783 ) — — — — Non-cash capital contribution from Parent — (527,425 ) — — 530,562 (3,137 ) Distribution of common stock — — 27,719,645 3 (3 ) — Distribution of restricted stock awards — — 692,409 — — — Balance at April 29, 2016 (after the Spin-off) $ 1,250,497 $ — 28,412,054 $ 3 $ 530,559 $ — The following table provides a summary of the liabilities transferred to QHC from CHS in connection with the Spin-off (in thousands): April 29, 2016 Accounts payable $ 13,607 Benefit plan liabilities 5,964 Other liabilities 2,721 Total liabilities transferred from Parent $ 22,292 In the fourth quarter of 2016, QHC recorded certain adjustments to the opening balance sheet of assets and liabilities transferred to QHC in the Spin-off. The net effect of these adjustments was a $12.0 million increase in the non-cash capital contribution made to QHC by CHS, a $5.7 million increase in the liabilities transferred from Parent and a $14.9 million reduction in the net deferred income tax liability transferred to QHC. These fourth quarter adjustments are in addition to the amounts initially recorded in the second quarter of 2016. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 2 — Basis of Presentation The consolidated and combined financial statements and accompanying notes of the Company presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). In the opinion of the Company’s management, the consolidated and combined financial information presented herein includes all adjustments necessary to present fairly the results of operations, financial position and cash flows of the Company for the periods presented. Prior to its separation from CHS on April 29, 2016, QHC did not operate as a separate company and stand-alone financial statements were not historically prepared; however, QHC was comprised of certain stand-alone legal entities for which discrete financial information was available under CHS’ ownership. The accompanying consolidated and combined financial statements include amounts and disclosures for QHC that have been derived from the consolidated financial statements and accounting records of CHS for the periods prior to the Spin-off in combination with the amounts and disclosures related to the stand-alone financial statements and accounting records of QHC after the Spin-off. The accompanying consolidated and combined financial statements may not necessarily be indicative of the results of operations, financial position and cash flows of QHC in the future or those that would have occurred had the Company operated on a stand-alone basis during the entirety of the periods presented herein. See Note 18 — Related Party Transactions for additional information on the carve-out of financial information from CHS. The Company’s financial statements have been prepared under the assumption that it will continue as a going concern. The Company has limited stand-alone operating history and has experienced net losses in each of the quarters in 2016 subsequent to the Spin-off from CHS. On December 31, 2016, the Company adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements — Going Concern, which requires management to evaluate if there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern. As a result of adopting ASU No. 2014-15, management was required to evaluate the Company’s ability to comply with the Secured Net Leverage Ratio under its Senior Credit Facility for one year following the issuance of the financial statements for the year ended December 31, 2016 (“2016 Financial Statements”). Although the Company was in compliance with its financial covenants as of December 31, 2016, the new standard requires management to base its evaluation about the ability to continue to comply with those covenants on results and events considered “probable” of occurring considering historical results, implemented plans, and executed agreements as of the date the financial statements are issued. In light of (i) the Company’s historical net operating results; (ii) delays in the approval by Centers for Medicare and Medicaid Services (“CMS”) of the California Hospital Quality Assurance Fee program for the 2017 to 2019 program period, which impacts the Company due to the inability to recognize any earned revenues until CMS approval of the program has been issued; and (iii) the amount of net operating losses from hospitals the Company intends to divest, management amended certain provisions of the Senior Credit Facility. On April 11, 2017, the Company executed the CS Amendment to amend its Senior Credit Facility to, among other things, raise the maximum Secured Net Leverage Ratio (as defined in the CS Agreement) to 4.75x from 4.25x for the period July 1, 2017 to December 31, 2018 (which was previously 4.25x for the period July 1, 2017 to June 30, 2018), at which point it drops to 4.00x for the remainder of the agreement. The CS Amendment also provides for additional Consolidated EBITDA add backs under the covenant calculation for certain items. For additional information related to the CS Amendment, see Note 7 — Long-term Debt below. Management has concluded that the CS Amendment alleviates any substantial doubt about its ability to continue as a going concern for the one year period following the issuance of its 2016 Financial Statements. For all defined terms related to the Company’s Senior Credit Facility and ABL Credit Facility, see Note 7 — Long-term Debt. Principles of Consolidation and Combination The consolidated and combined financial statements include the accounts of the Company and its subsidiaries in which it holds either a direct or indirect ownership of a majority voting interest. Investments in less-than-wholly-owned consolidated subsidiaries of QHC are presented separately in the equity component of the Company’s consolidated and combined balance sheets to distinguish between the interests of QHC and the interests of the noncontrolling investors. Revenues and expenses from these subsidiaries are included in the respective individual line items of the Company’s consolidated and combined statements of income, and net income is presented both in total and separately to distinguish the amounts attributable to the Company and the amounts attributable to the interests of the noncontrolling investors. Noncontrolling interests that are redeemable, or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company, are presented in mezzanine equity in the consolidated and combined balance sheets. Intercompany transactions and accounts of the Company are eliminated in consolidation. Additionally, all significant transactions with CHS that occurred prior to the Spin-off have been included in the consolidated and combined balance sheets within Due to Parent, net. This liability to CHS was settled in the Spin-off. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation as follows: Beginning in 2016, the Company reclassified and separately presented certain items in its consolidated and combined statements of cash flows. Specifically, changes in self-insurance reserves related to employee health, professional and general liability and workers’ compensation liability were reclassified to changes in reserves for self-insurance claims, net of payments, and changes in reserves for legal, professional and settlement costs were reclassified to changes in reserves for legal, professional and settlement costs, net of payments. The Company believes the current presentation more accurately distinguishes the changes in these liabilities from changes in operating assets and liabilities considered to be part of its normal business operations. Both items are included in cash flows from operating activities. Beginning in 2016, the Company began classifying third-party final cost report settlement receivables and state supplemental payment program receivables as amounts due from and due to third-party payors on its consolidated and combined balance sheets. Third-party final cost report settlement receivables were previously classified as other current assets, and the cost report settlement liabilities were previously classified as other current liabilities. Accounts receivable from state supplemental payment programs were previously classified as patient accounts receivable, and the amounts owed related to these programs were previously classified as other current liabilities. The Company believes the current presentation helps distinguish between amounts due to the Company related to a specific patient service and amounts due from or owed by the Company related to cost reports and state supplemental payment programs. Beginning in 2016, the Company began classifying intangible assets as a separate line item on its consolidated and combined balance sheets. Previously, intangible assets were included as a component of other long-term assets. The Company believes the current presentation helps distinguish the significant portion of other long-term assets that are comprised of intangible assets. Beginning in 2016, the Company began classifying equity in earnings of unconsolidated subsidiaries as other operating expenses in its consolidated and combined statements of income. Previously, these amounts were classified as non-operating income. These amounts are immaterial to the Company. This change in classification has no effect on the Company’s net income or cash flows included in previously issued consolidated and combined financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and accompanying notes. Actual results could differ from those estimates under different assumptions or conditions. Revenues and Accounts Receivable Revenue Recognition The Company recognizes revenues from patient services at its hospitals and affiliated facilities in the period services are performed and reports these revenues at the net realizable amount expected to be collected from patients and third-party payors. Billings and collections are outsourced to CHS under the transition services agreements that were entered into in connection with the Spin-off. See Note 18 — Related Party Transactions for additional information on these agreements. The amounts that are collected for patient services are generally less than established billing rates, or standard billing charges, due to contractual agreements with third-party payors, governmental programs that require reduced billing rates, discounts offered as incentives for payment, and a portion related to bad debts. The Company recognizes revenues related to its QHR business when management advisory and consulting services are provided and reports these revenues at the net realizable amount expected to be collected from the non-affiliated hospital clients. As of December 31, 2016, the Company recorded a change in estimate of $22.8 million to reduce the net realizable value of its patient accounts receivable, which impacted both contractual allowances and the provision for bad debts in the consolidated and combined statements of income for the year ended December 31, 2016. The portion of this change in estimate that impacted contractual allowances was $11.4 million and related to increasing delays associated with collections on accounts receivable under the Illinois Medicaid program. The remainder of the change in estimate, also $11.4 million, impacted the provision for bad debts and related to the Company’s assessment of the collectability of managed care and commercial accounts receivable aged greater than one year based on a review of historical cash collections for these accounts. The following table provides a summary of the components of net operating revenues, before the provision for bad debts (in thousands): Year Ended December 31, 2016 2015 2014 Operating revenues $ 12,104,580 $ 11,613,826 $ 10,705,195 Less: Contractual allowances (9,247,789 ) (8,795,674 ) (7,877,299 ) Less: Discounts (437,738 ) (372,294 ) (417,894 ) Total net operating revenues, before the provision for bad debts $ 2,419,053 $ 2,445,858 $ 2,410,002 Payor Sources The primary sources of payment for patient healthcare services are third-party payors, including federal and state agencies administering the Medicare and Medicaid programs, other governmental agencies, managed care health plans, commercial insurance companies, workers’ compensation carriers and employers. Self-pay revenues are the portion of patient service revenues derived from patients who do not have health insurance coverage and the patient responsibility portion of services that are not covered by health insurance plans. Non-patient revenues primarily include revenues from QHR’s hospital management advisory and consulting services business, rental income and hospital cafeteria sales. The following table provides a summary of net operating revenues, before the provision for bad debts, by payor source (dollars in thousands): Year Ended December 31, 2016 2015 2014 $ Amount % of Total $ Amount % of Total $ Amount % of Total Medicare $ 673,074 27.8 % $ 656,799 26.9 % $ 681,010 28.3 % Medicaid 446,273 18.4 % 443,479 18.1 % 420,050 17.4 % Managed care and commercial plans 952,535 39.4 % 984,480 40.3 % 907,667 37.7 % Self-pay 242,095 10.1 % 247,234 10.0 % 287,470 11.9 % Non-patient 105,076 4.3 % 113,866 4.7 % 113,805 4.7 % Total net operating revenues, before the provision for bad debts $ 2,419,053 100.0 % $ 2,445,858 100.0 % $ 2,410,002 100.0 % The table above includes an $11.4 million change in estimate the Company recorded as of December 31, 2016 to reduce the net realizable value of patient accounts receivable due to increasing delays associated with collections on accounts receivable under the Illinois Medicaid program, as described above. This portion of the change in estimate impacted contractual allowances associated with Medicaid revenues. Beginning in 2016, the Company began classifying its revenues related to Medicare Advantage Plans as Medicare revenues. As a result, the Company retroactively reclassified these amounts from managed care and commercial revenues to Medicare revenues for all periods presented in the table above. For the years ended December 31, 2016, 2015 and 2014, Medicare revenues related to Medicare Advantage Programs were $170.4 million, $146.9 million and $133.0 million, respectively. Revenues from Medicaid managed care programs are included in Medicaid revenues in the table above, which is consistent with the presentation in all prior periods. Contractual Allowances and Discounts The net realizable amount of patient service revenues due from third-party payors is subject to complexities and interpretations of payor-specific contractual agreements and governmental regulations that are frequently changing. The Medicare and Medicaid programs, which represent a large portion of the Company’s operating revenues, are highly complex programs to administer and are subject to interpretation of federal and state-specific reimbursement rates, new legislation and final cost report settlements. Contractual allowances, or differences in standard billing rates and the payments derived from contractual terms with governmental and non-governmental third-party payors, are recorded based on management’s best estimates in the period in which services are performed and a payment methodology is established with the patient. Recorded estimates for past contractual allowances are subject to change, in large part, due to ongoing contract negotiations and regulation changes, which are typical in the U.S. healthcare industry. Revisions to estimates are recorded as contractual allowance adjustments in the periods in which they become known and may be subject to further revisions. Self-pay and other payor discounts are incentives offered to uninsured or underinsured payors to reduce their costs of healthcare services with the purpose of maximizing the Company’s collection efforts. Third-Party Program Reimbursements Cost report settlements under reimbursement programs with Medicare, Medicaid and other managed care plans are estimated and recorded in the period the related services are performed and are adjusted in future periods, as needed, until the final cost report settlements are determined. ontractual allowance adjustments related to previous program reimbursements and final cost report settlements favorably (unfavorably) impacted net operating revenues by $(5.8) million, $(15.1) million and $9.2 million, respectively. Currently, several states utilize supplemental payment programs, including disproportionate share programs, for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from CMS and are funded with a combination of federal and state resources, including, in certain instances, taxes, fees or other program expenses (collectively, “provider taxes”) levied on the providers. Similar programs are also currently being considered by other states. These amounts are included in due from and due to third-party payors in the consolidated and combined balance sheets. Previously, amounts due from third-party payors related to these programs were included in patient accounts receivable, and the provider taxes owed were included in other current liabilities in the consolidated and combined balance sheets. The following table provides a summary of the components of amounts due from and due to third-party payors, as presented in the consolidated and combined balance sheets (in thousands): December 31, 2016 2015 Amounts due from third-party payors: Previous program reimbursements and final cost report settlements $ 23,876 $ 33,732 State supplemental payment programs 92,359 77,074 Total amounts due from third-party payors $ 116,235 $ 110,806 Amounts due to third-party payors: Previous program reimbursements and final cost report settlements $ 33,366 $ 21,015 State supplemental payment programs 9,171 9,088 Total amounts due to third-party payors $ 42,537 $ 30,103 After a state supplemental payment program is approved and fully authorized by the appropriate state legislative or governmental agency, the Company recognizes revenue and related expenses based on the terms of the program in the period in which amounts are estimable and revenue collection is reasonably assured. The revenues earned by the Company under these programs are included in net operating revenues and the expenses associated with these programs are included in other operating expenses in the consolidated and combined statements of income. The following table provides a summary of the portion of Medicaid reimbursements attributable to state supplemental payment programs (in thousands): Year Ended December 31, 2016 2015 2014 Medicaid revenues $ 220,389 $ 211,696 $ 192,771 Provider taxes and other expenses 76,616 75,929 73,149 Reimbursements attributable to state supplemental payment programs, net of expenses $ 143,773 $ 135,767 $ 119,622 Charity Care In the ordinary course of business, the Company provides services to patients who are financially unable to pay for hospital care. The related charges for those patients who are financially unable to pay that otherwise do not qualify for reimbursement from a governmental program are classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the poverty level guidelines established by the federal government. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges are recorded in operating revenues at the standard billing rates and fully offset in contractual allowances. The gross amounts of charity care revenues were $34.6 million, $30.4 million and $51.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. The estimated cost of providing charity care services is determined using a ratio of cost to gross charges and applying this ratio to the gross charges associated with providing care to charity patients for the period. The estimated cost of providing charity care services was $5.7 million, $5.0 million and $9.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. To the extent the Company receives reimbursement from any of the various governmental assistance programs to subsidize its care of indigent patients, the Company excludes the charges for such patients from the cost of care provided under its charity care program. Accounts Receivable and Allowance for Doubtful Accounts Substantially all of the Company’s receivables are related to providing healthcare services to patients at its hospitals and affiliated businesses. Beginning in 2016, the Company began classifying receivables related to state supplemental payment programs as due from and due to third-party payors in the consolidated and combined balance sheets. Previously, these amounts were classified as patient accounts receivable. The net amounts reclassified were $83.2 million and $68.0 million as of December 31, 2016 and 2015, respectively. See the Reclassifications accounting policy above for additional information on reclassification adjustments made by the Company. The following table provides a summary of the components of accounts receivable before contractual allowances, discounts and allowance for doubtful accounts (dollars in thousands): December 31, 2016 2015 $ Amount % of Total $ Amount % of Total Third-parties $ 1,930,103 74.6 % $ 1,688,138 72.6 % Self-pay 656,373 25.4 % 638,694 27.4 % Total patient accounts receivable, gross $ 2,586,476 100.0 % $ 2,326,832 100.0 % Accounts receivable are reduced by an allowance for amounts that could become uncollectible in the future. The Company estimates the allowance for doubtful accounts by reserving a percentage of all self-pay accounts receivable without regard to aging category. The allowance percentage is based on a model that considers historical write-off activity and is adjusted for expected recoveries and any anticipated changes in trends. The Company’s ability to estimate the allowance for doubtful accounts is not significantly impacted by the aging of accounts receivable, as management believes that substantially all of the risk exists at the point in time such accounts are identified as self-pay. For insured receivables, which are the non-self-pay receivables, the Company estimates the allowance for doubtful accounts based on a model that considers the uncontractualized portion of all accounts aging over 365 days from the date of patient discharge, reduced by an estimate of recoveries. As of December 31, 2016, the Company recorded a change in estimate of $22.8 million to reduce the net realizable value of its patient accounts receivable. The portion of this change in estimate that impacted contractual allowances was previously discussed. The remainder of the change in estimate was $11.4 million, which impacted the provision for bad debts in the consolidated and combined statements of income. This change in estimate related to an assessment of the collectability of the Company’s managed care and commercial accounts receivable aged greater than one year and was based on the Company’s review of historical cash collections for these accounts. The following table provides a summary of the changes in the allowance for doubtful accounts (in thousands): December 31, 2016 2015 2014 Balance at beginning of period $ 346,507 $ 341,527 $ 334,210 Acquisitions and divestitures — — 34,972 Provision for bad debts 280,586 258,520 264,502 Amounts written off, net of recoveries (266,297 ) (253,540 ) (292,157 ) Balance at end of period $ 360,796 $ 346,507 $ 341,527 Collections are impacted by the economic ability of patients to pay, the effectiveness of CHS’ billing and collection efforts, including their current policies on collections, and the ability of the Company to further attempt collection efforts. Billings and collections are outsourced to CHS under the transition services agreements that were established with the Spin-off. See Note 18 — Related Party Transactions for additional information on these agreements. Significant changes in payor mix, centralized business office operations, economic conditions, or trends in federal and state governmental healthcare coverage, among others, could affect the Company’s estimates of accounts receivable collectability. The Company also continually reviews its overall allowance adequacy by monitoring historical cash collections as a percentage of trailing net operating revenues after the provision for bad debts, as well as by analyzing current period net operating revenues and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables, and the impact of recent acquisitions and dispositions. Concentration of Credit Risk The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s hospitals and affiliated facilities and are insured under third-party payor agreements. Because of the economic diversity of the Company’s markets and non-governmental third-party payors, Medicare represents a significant concentration of credit risk from payors. Accounts receivable, net of contractual allowances, from Medicare were $72.6 million and $67.7 million, or 9.8% and 9.2% of total patient accounts receivable, net, as of December 31, 2016 and 2015, respectively. Additionally, due to budget problems in the state of Illinois, the Company believes Illinois Medicaid represents a concentration of credit risk. The Company’s accounts receivable, net of contractual allowances, from Illinois Medicaid were $34.8 million and $36.4 million, or 4.7% and 4.9% of total patient accounts receivable, net, as of December 31, 2016 and 2015, respectively. The Company’s revenues are particularly sensitive to regulatory and economic changes in certain states where the Company generates significant revenues. Accordingly, any changes in the current demographic, economic, competitive or regulatory conditions in certain states in which revenues are significant could have an adverse effect on the Company’s results of operations, financial position or cash flows. Changes to the Medicaid and other government-managed payor programs in these states, including reductions in reimbursement rates or delays in reimbursement payments under state supplemental payment or other programs, could also have a similar adverse effect. The following table provides a summary of the states in which the Company generates more than 5% of total net patient revenues, before the provision for bad debts, as determined in each year (dollars in thousands): Number of Year Ended December 31, Hospitals at 2016 2015 2014 December 31, 2016 $ Amount % of Total $ Amount % of Total $ Amount % of Total Illinois 9 $ 811,565 35.1 % $ 822,501 35.3 % $ 856,151 37.3 % Georgia 3 216,745 9.4 % 224,330 9.6 % 213,509 9.3 % Oregon 1 210,818 9.1 % 201,610 8.6 % 166,212 7.2 % California 2 199,743 8.6 % 209,500 9.0 % 195,617 8.5 % Kentucky 3 121,988 5.3 % 131,077 5.6 % 139,332 6.1 % Other Operating Expenses The following table provides a summary of the major components of other operating expenses (in thousands): Year Ended December 31, 2016 2015 2014 Purchased services $ 180,672 $ 176,758 $ 181,626 Taxes and insurance 129,775 124,635 125,859 Medical specialist fees 106,803 85,042 80,680 Transition services agreements and allocations from Parent 66,441 60,166 40,485 Repairs and maintenance 42,986 45,945 46,069 Utilities 29,833 29,856 30,449 Management fees from Parent 11,792 36,466 36,902 Other miscellaneous operating expenses 77,500 75,365 77,738 Total other operating expenses $ 645,802 $ 634,233 $ 619,808 Following the Spin-off, the Company began recording costs associated with the transition services agreements and other ancillary agreements with CHS in accordance with the terms of these agreements. These costs, which primarily include the costs of providing information technology, patient billing and collections and payroll services, are included in “Transition services agreements and allocations from Parent” in the table above. Amounts allocated to the Company by CHS for periods prior to the Spin-off are also included in “Transition services agreements and allocations from Parent” in the table above. Prior to the Spin-off, QHC recorded a monthly corporate management fee from CHS that represented a portion of CHS’ corporate office costs, and this fee was included in other operating expenses. Following the Spin-off, the costs for corporate office functions are primarily included in salaries and benefits expenses in the consolidated and combined statements of income. See Note 18 — Related Party Transactions for additional information on the allocated costs from CHS. General and Administrative Costs Substantially all of the Company’s operating costs and expenses are “cost of revenues” items. Operating expenses that could be classified as general and administrative by the Company are costs related to corporate office functions, including, but not limited to tax, treasury, audit, risk management, legal, investor relations and human resources. These costs are primarily salaries and benefits expenses associated with these corporate office functions. General and administrative costs of the Company were $55.2 million, $43.5 million and $49.7 million during the years ended December 31, 2016, 2015 and 2014, respectively. Prior to the Spin-off, the majority of these costs were allocations from CHS. See Note 18 — Related Party Transactions for additional information on the allocated costs from CHS. Electronic Health Records Incentives Earned Pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH”), the Company is eligible to receive incentive payments under the Medicare and Medicaid programs for its eligible hospitals and physician clinics that demonstrate meaningful use of certified Electronic Health Records (“EHR”) technology. Each of the Company’s eligible hospitals and physician clinics has completed the initial adoption phase of EHR implementation and is currently in the process of implementing the remaining two phases. EHR incentive payments are subject to audit and potential recoupment if it is determined that the applicable meaningful use standards were not met. EHR incentive payments are also subject to retrospective adjustment because the cost report data upon which the incentive payments are based are further subject to audit. The Company utilizes a gain contingency model to recognize EHR incentive payments. When the recognition criteria have been fully met, the Company recognizes the income from EHR incentives payments as a part of operating costs and expenses in the consolidated and combined statements of income. Medicaid EHR incentive payments are calculated based on prior period Medicare cost report information available at the time when eligible hospitals demonstrate meaningful use of certified EHR technology. Medicare EHR incentive payments are calculated when eligible hospitals demonstrate meaningful use of certified EHR technology and the information for the applicable full Medicare cost report year used to determine the final incentive payment is available. In some instances, the Company may receive estimated Medicare EHR incentive payments prior to when the Medicare cost report information used to determine the final incentive payment is available. In these instances, recognition of the income from EHR incentive payments is deferred until all recognition criteria are met. The Company recognizes r eceivables for EHR incentive payments that have been earned, but are uncollected at period end, as other current assets in the consolidated and combined balance sheets. The receivables are adjusted for any known audit or retrospective adjustments related to prior periods. Deferred revenue from EHR incentive payments is recorded in other current liabilities in the consolidated and combined balance sheets. The Company incurs both capital expenditures and operating expenses in connection with the implementation of EHR technology initiatives. The amounts and timing of these expenditures does not directly correlate with the timing of the Company’s receipt or recognition of EHR incentive payments as earned. As the Company completes its full implementation of certified EHR technology in accordance with all three phases of the program, its EHR incentive payments will decline and ultimately end. The following table provided a summary of activity related to EHR incentives (in thousands): Year Ended December 31, 2016 2015 2014 Electronic health records incentives receivable at beginning of period $ 11,227 $ 12,204 $ 15,350 Electronic health records incentives earned 7,843 11,428 21,312 Cash incentive payments received (13,808 ) (10,084 ) (20,642 ) Adjustments to receivable based on final cost report settlement or audit (1,073 ) (2,321 ) (3,816 ) Electronic health records incentives receivable at end of period $ 4,189 $ 11,227 $ 12,204 Deferred revenue related to electronic health records ince |
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets and Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Impairment Of Long Lived Assets And Goodwill [Abstract] | |
Impairment of Long-Lived Assets And Goodwill | NOTE 3 — IMPAIRMENT OF LONG-LIVED ASSETS AND GOODWILL 2016 Impairments During the second quarter of 2016, management made a decision to classify certain hospitals as held for sale and evaluate other hospitals for divestiture. Due to the increase in net operating losses associated with these hospitals, the Company analyzed the long-lived assets of all of its hospitals to test for impairment and recorded $45.4 million of impairment related to long-lived assets in this quarter. In addition, the Company evaluated the estimated relative fair value of the hospitals classified as held for sale in relation to the overall fair value of the hospital operations reporting unit utilizing a September 30, 2015 measurement date, which was the measurement date of the Company’s most recent annual goodwill impairment analysis, and recognized $5.0 million of goodwill impairment in the second quarter of 2016. In this same quarter, management identified certain indicators of goodwill impairment related to the hospital operations reporting unit and concluded that such indicators necessitated an interim goodwill impairment evaluation. The primary indicators were declining market capitalization, as compared to the carrying value of equity, and a decrease in estimated future earnings of the hospital operations reporting unit. The Company performed a calculation of the overall fair value of this reporting unit in step one of the impairment test and concluded that the carrying value of the hospital operations reporting unit as of June 30, 2016 exceeded the estimated fair value. The Company performed a preliminary step two calculation of goodwill impairment to determine the implied fair value of goodwill of the hospital operations reporting unit in a hypothetical purchase price allocation. Based on this preliminary analysis, the Company estimated and recorded goodwill impairment of $200 million in the second quarter of 2016. For step two goodwill impairment testing, the Company engaged a professional valuation firm to perform a hypothetical purchase price valuation of each of its hospitals utilizing a September 30, 2016 measurement date. The results of the third-party valuation, which was completed in the fourth quarter of 2016, indicated that the carrying values of certain of the Company’s individual hospitals exceeded their fair values. Considering these results to be an indicator of potential impairment and to assess whether any additional impairment of long-lived assets existed, the Company utilized a September 30, 2016 measurement date to perform an analysis of undiscounted cash flows for each hospital in which an indicator of impairment was identified. Based on the results of these analyses, the Company recorded impairment of $82.7 million related to long-lived assets at certain hospitals and a downward adjustment to its previously recorded goodwill estimate by $80 million in the fourth quarter of 2016. The net impact in the fourth quarter of 2016, in comparison to the $200 million estimate recorded as of June 30, 2016, was $2.7 million of additional impairment beyond this initial estimate. In addition to the above, the Company experienced a decline in operating results at several hospitals in the fourth quarter of 2016. This led management to perform additional testing for impairment using a December 31, 2016 measurement date. As a result of this analysis, the Company recorded additional impairment of $38.8 million related to long-lived assets in the fourth quarter of 2016. The carrying values of long-lived assets, including those classified as held for sale, are reported net of these impairment charges on the consolidated and combined balance sheet as of December 31, 2016. 2015 and 2014 Impairments During the year ended December 31, 2015, the Company recorded an impairment charge of $13.0 million to reduce the carrying values of certain long-lived assets at seven of its hospitals to their estimated fair values. During the year ended December 31, 2014, the Company recorded an impairment charge of $1.0 million to reduce the carrying value of certain long-lived assets at one of its hospitals to their estimated fair values. The impairments for 2015 and 2014 were identified because of declining operating results and projections of future cash flows at these hospitals, which were caused by competitive and operational challenges specific to the markets in which these hospitals operate. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | NOTE 4 —ACQUISITIONS AND DIVESTITURES Acquisitions HMA Hospitals Acquisition On January 27, 2014, an indirect, wholly-owned subsidiary of CHS completed the acquisition of Hospital Management Associates, Inc. (“HMA”). In connection with the Spin-off, CHS contributed to QHC the assets and liabilities of four HMA hospitals. The operations of these four hospitals have been included in the consolidated and combined financial statements of QHC from the date of CHS’ acquisition of HMA. QHC recorded an opening balance sheet for the four HMA hospitals as of January 27, 2014, which was based on an allocation from CHS of the fair value of the assets acquired and liabilities assumed for these four hospitals. QHC was also allocated through Due to Parent, net, $135.6 million of the total consideration paid for HMA. The Company recognized the difference in this allocated consideration and the fair values of the assets acquired and liabilities assumed for these four hospitals as goodwill related to the acquisition. The four HMA hospitals acquired by QHC included Barrow Regional Medical Center (56 licensed beds) located in Winder, Georgia; Clearview Regional Medical Center (77 licensed beds) located in Monroe, Georgia; Paul B. Hall Regional Medical Center (72 licensed beds) located in Paintsville, Kentucky and Sandhills Regional Medical Center (64 licensed beds) located in Hamlet, North Carolina. See the section entitled “Divestitures” below related to the subsequent sales of two HMA hospitals in December 2016. The following table provides a summary of the HMA purchase price allocation, based on the consideration paid for HMA which was allocated to QHC from CHS (in thousands): Current assets $ 31,888 Property and equipment 65,090 Goodwill 65,066 Other long-term assets 10,587 Liabilities (35,116 ) Noncontrolling interests (1,906 ) Total consideration allocated from CHS $ 135,609 All Other Acquisitions During the years ended December 31, 2016, 2015 and 2014, the Company acquired operating assets and the related businesses of certain physician practices, clinics and other ancillary businesses that operate within communities served by the Company’s hospitals. Prior to the Spin-off, the Company was allocated the consideration paid for these facilities through Due to Parent, net. The following table provides a summary of the combined purchase price allocation by year for the Company’s acquisitions, except for the HMA hospitals (in thousands): Year Ended December 31, 2016 2015 2014 Current assets $ (343 ) $ 422 $ 79 Property and equipment 851 3,190 786 Goodwill 129 6,788 5,451 Other long-term assets — 564 69 Liabilities 16 (1,229 ) — Noncontrolling interests 132 (1,716 ) — Total consideration paid or allocated from CHS $ 785 $ 8,019 $ 6,385 The table above includes adjustments to estimated amounts recognized, if any, that were recorded by the Company within the measurement period from the date of the respective acquisition. In some cases, the adjustments may be negative. Divestitures Barrow Regional Medical Center Effective December 31, 2016, the Company sold 56-bed Barrow Regional Medical Center and its affiliated outpatient facilities (“Barrow”), located in Winder, Georgia, for $6.6 million. For the years ended December 31, 2016, 2015 and 2014, the Company’s operating results included pre-tax losses of $14.5 million, $6.2 million and $3.9 million related to Barrow. In addition to the above, the Company recorded a $1.2 million net loss on the sale and $4.0 million of impairment to property, equipment and capitalized software costs of Barrow during the year ended December 31, 2016. Sandhills Regional Medical Center Effective December 1, 2016, the Company sold 64-bed Sandhills Regional Medical Center and its affiliated outpatient facilities (“Sandhills”), located in Hamlet, North Carolina, for $7.2 million. For the years ended December 31, 2016, 2015 and 2014, the Company’s operating results included pre-tax losses of $6.9 million, $2.0 million and $2.3 million related to Sandhills. In addition to the above, the Company recorded a $1.0 million net loss on the sale and $4.8 million of impairment to property, equipment and capitalized software costs of Sandhills during the year ended December 31, 2016. See Note 3 — Impairment of Long-Lived Assets and Goodwill for additional information on impairment charges recorded by the Company during the year ended December 31, 2016. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 5 — PROPERTY AND EQUIPMENT The following table provides a summary of the components of property and equipment (in thousands): December 31, 2016 2015 Property and equipment, at cost: Land and improvements $ 84,474 $ 100,053 Building and improvements 782,892 853,853 Equipment and fixtures 592,463 616,667 Construction in progress 60,146 33,080 Total property and equipment, at cost 1,519,975 1,603,653 Less: Accumulated depreciation and amortization (786,075 ) (723,404 ) Total property and equipment, net $ 733,900 $ 880,249 Depreciation expense was $83.0 million, $90.9 million and $89.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. See Note 6 — Goodwill and Intangible Assets for information on amortization expense recorded for property and equipment held under capital lease obligations. The total amount of assets held under capital lease obligations, at cost, was $30.2 million and $23.4 million at December 31, 2016 and 2015, respectively, and $27.5 million and $22.4 million, net of accumulated amortization, at December 31, 2016 and 2015, respectively. Purchases of property and equipment accrued in accounts payable were $15.7 million as of December 31, 2016. See Note 3 — Impairment of Long-Lived Assets and Goodwill for information on impairment charges related to property and equipment recorded in the consolidated and combined statements of income for the years ended December 31, 2016, 2015 and 2014. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 6— GOODWILL AND INTANGIBLE ASSETS Goodwill The following table provides a summary of the changes in goodwill (in thousands): December 31, 2016 2015 Balance at beginning of period $ 541,704 $ 534,916 Acquisitions 129 6,788 Impairment (125,000 ) — Balance at end of period $ 416,833 $ 541,704 Goodwill related to the hospital operations reporting unit was $383.5 million and $508.4 million as of December 31, 2016 and December 31, 2015, respectively. Goodwill related to the hospital management advisory and consulting services reporting unit was $33.3 million at both December 31, 2016 and December 31, 2015. See Note 3 — Impairment of Long-Lived Assets and Goodwill for a discussion of the goodwill impairment charges recorded by the Company during the year ended December 31, 2016. Intangible Assets The following table provides a summary of the components of intangible assets (in thousands): December 31, 2016 2015 Finite-lived intangible assets: Capitalized software costs: Cost $ 180,855 $ 194,941 Accumulated amortization (118,391 ) (98,004 ) Capitalized software costs, net 62,464 96,937 Physician guarantee contracts: Cost 11,355 16,594 Accumulated amortization (6,329 ) (9,560 ) Physician guarantee contracts, net 5,026 7,034 Other finite-lived intangible assets: Cost 44,342 43,275 Accumulated amortization (33,059 ) (29,351 ) Other finite-lived intangible assets, net 11,283 13,924 Total finite-lived intangible assets Cost 236,552 254,810 Accumulated amortization (157,779 ) (136,915 ) Total finite-lived intangible assets, net $ 78,773 $ 117,895 Indefinite-lived intangible assets: Tradenames $ 4,000 $ 4,000 Medical licenses and other indefinite-lived intangible assets 2,209 7,355 Total indefinite-lived intangible assets $ 6,209 $ 11,355 Total intangible assets: Cost $ 242,761 $ 266,165 Accumulated amortization (157,779 ) (136,915 ) Total intangible assets, net $ 84,982 $ 129,250 During the year ended December 31, 2016, the Company recorded $18.9 million of impairment charges related to capitalized software costs. See Note 3 — Impairment of Long-Lived Assets and Goodwill for additional information on these impairment charges. As of December 31, 2016, the Company had $2.7 million of capitalized software costs that are currently in the development stage. Amortization of these capitalized costs will begin once the software projects are complete and ready for their intended use. Amortization Expense The following table provides a summary of the components of amortization expense (in thousands): Year Ended December 31, 2016 2015 2014 Amortization of finite-lived intangible assets: Capitalized software costs $ 25,193 $ 27,317 $ 26,991 Physician guarantee contracts 3,108 3,951 5,149 Other finite-lived intangible assets 2,866 3,334 3,585 Total amortization expense related to finite-lived intangible assets 31,167 34,602 35,725 Amortization of leasehold improvements and property and equipment assets held under capital lease obligations 3,111 2,496 2,610 Total amortization expense $ 34,278 $ 37,098 $ 38,335 As of December 31, 2016, the weighted-average remaining amortization period of the Company’s intangible assets subject to amortization, except for capitalized software costs and physician guarantee contracts, was approximately 5.5 years. Total estimated future amortization expense for the next five years and thereafter related to intangible assets follows (in thousands): 2017 $ 23,217 2018 16,810 2019 12,813 2020 9,212 2021 8,812 Thereafter 7,909 Total estimated future amortization expense $ 78,773 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 7 — LONG-TERM DEBT The following table provides a summary of the components of long-term debt (in thousands): December 31, 2016 2015 Senior Credit Facility: Revolving Credit Facility, maturing 2021 $ — $ — Term Loan Facility, maturing 2022 868,419 — ABL Credit Facility, maturing 2021 — — Senior Notes, maturing 2023 400,000 — Unamortized debt issuance costs and discounts (48,764 ) — Capital lease obligations 25,588 22,323 Other debt 1,582 1,092 Total debt 1,246,825 23,415 Less: Current maturities of long-term debt (5,683 ) (7,915 ) Total long-term debt $ 1,241,142 $ 15,500 Due to Parent, net $ — $ 1,800,908 In connection with the Spin-off, the Company entered into two credit agreements and issued senior notes. In addition, the previous indebtedness with CHS, which was classified on the consolidated and combined balance sheets as Due to Parent, net, was fully settled. See Note 1 — Description of the Business and Spin-off and Note 18 — Related Party Transactions for additional information on the use of proceeds from the new debt instruments and the settlement of Due to Parent, net. Senior Credit Facility On April 29, 2016, the Company entered into a credit agreement (the “CS Agreement”), among the Company, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent and collateral agent. On April 11, 2017, the Company executed an agreement with its Senior Credit Facility lenders to amend certain provisions of its Senior Credit Facility (the “CS Amendment”). The CS Agreement provides for an $880 million senior secured term loan facility (the “Term Loan Facility”) and a $100 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Credit Facility”). The Term Loan Facility was issued at a discount of $17.6 million, or 98% of par value, and has a maturity date of April 29, 2022, subject to customary acceleration events and repayment, extension or refinancing. The Revolving Credit Facility has a maturity date of April 29, 2021, subject to certain customary acceleration events and repayment, extension or refinancing. The CS Amendment reduced the Revolving Credit Facility’s capacity from $100 million to $87.5 million until December 31, 2017, at which time the capacity decreases to $75.0 million. The CS Agreement contains customary covenants, including a maximum permitted Secured Net Leverage Ratio, as determined based on 12 month trailing Consolidated EBITDA, as defined in the CS Agreement. As of December 31, 2016, the Company had a Secured Net Leverage Ratio of 3.93 to 1.00, which was below the maximum permitted ratio of 4.50 to 1.00. On April 11, 2017, the Company executed the CS Amendment with its Senior Credit Facility lenders to amend the calculation of the Secured Net Leverage Ratio beginning January 1, 2017 to December 31, 2018, among other provisions. The CS Amendment raised the minimum Secured Net Leverage Ratio required for the Company to remain in compliance, and also changed the calculation of compliance for specified periods. After giving effect to the CS Amendment, the maximum Secured Net Leverage Ratio permitted under the CS Agreement, as determined based on 12 month trailing Consolidated EBITDA, which is defined in the CS Amendment, follows: Maximum Secured Net Period Leverage Ratio Period from January 1, 2017 to June 30, 2017 4.50 to 1.00 Period from July 1, 2017 to December 31, 2018 4.75 to 1.00 Period from January 1, 2019 and thereafter 4.00 to 1.00 In addition to amending the calculation of the Secured Net Leverage Ratio and the Maximum Secured Net Leverage Ratio, the CS Amendment also affects other terms of the CS Agreement: • Through December 31, 2018, the Company is required to use asset sales proceeds to make mandatory redemptions under the Term Loan Facility. After December 31, 2018, the Company is required to use asset sale proceeds to make mandatory redemptions under the Term Loan Facility to the extent those proceeds are not expected to be reinvested within 15 months. • Through December 31, 2018, the Company may request to exercise Incremental Term Loan Commitments, as defined in the CS Agreement, only if the Secured Net Leverage Ratio, adjusted for the requested Incremental Term Loan borrowing, is below 3.35 to 1.00. After December 31, 2018, the Company may request to exercise Incremental Term Loan Commitments for the greater of $100 million or an amount which would produce a Secured Net Leverage Ratio of 3.35 to 1.00. • Through December 31, 2018, the Company is allowed to incur Permitted Additional Debt, as defined in the CS Agreement, only if the Total Leverage Ratio, adjusted for the Permitted Additional Debt, is below 4.50 to 1.00. After December 31, 2018, the Company may incur Permitted Additional Debt so long as the Total Leverage Ratio, adjusted for the Permitted Additional Debt, is below 5.50 to 1.00. Prior to the CS Amendment, interest under the Term Loan Facility accrued, at the option of the Company, at adjusted LIBOR, subject to statutory reserves and a floor of 1% plus 5.75%, or the alternate base rate plus 4.75%. The effective interest rate on the Term Loan Facility was 7.70% as of December 31, 2016. Following the CS Amendment, interest under the Term Loan Facility accrues, at the option of the Company, at adjusted LIBOR, subject to statutory reserves and a floor of 1% plus 6.75%, or the alternate base rate plus 5.75%. Interest under the Revolving Credit Facility accrued, at the option of the Company, at adjusted LIBOR, subject to statutory reserves and a floor of 0% plus 2.75%, or the alternate base rate plus 1.75%, and remains unchanged under the CS. Amendment. If the CS Amendment was effective as of December 31, 2016, the effective interest rate on the Term Loan Facility would have been 8.73%. Borrowings from the Revolving Credit Facility are available to be used for working capital and general corporate purposes. As of December 31, 2016, the Company had no borrowings outstanding on the Revolving Credit Facility and had $6.5 million of letters of credit outstanding that were primarily related to the self-insured retention levels of professional and general liability and workers’ compensation liability insurance as security for the payment of claims. ABL Credit Facility On April 29, 2016, the Company entered into an ABL Credit Agreement (the “UBS Agreement,” and together with the CS Agreement, collectively, the “Credit Agreements”), among the Company, the lenders party thereto and UBS AG, Stamford Branch (“UBS”), as administrative agent and collateral agent. The UBS Agreement provides for a $125 million senior secured asset-based revolving credit facility (the “ABL Credit Facility”). The available borrowings from the ABL Credit Facility will be used for working capital and general corporate purposes. As of December 31, 2016, the Company had no borrowings outstanding on the ABL Credit Facility. The ABL Credit Facility has a maturity date of April 29, 2021, subject to customary acceleration events and repayment, extension or refinancing. Interest under the ABL Credit Facility accrues, at the option of the Company, at a base rate or LIBOR, subject to statutory reserves The ABL Credit Facility has a “Covenant Trigger Event” definition that requires the Company to maintain excess availability under the ABL Credit Facility equal to or greater than the greater of (i) $12.5 million and (ii) 10% of the aggregate commitments under the ABL Credit Facility. At December 31, 2016, the Company had excess availability of $118.9 million. If a Covenant Trigger Event occurs, then the Company is required to maintain a minimum Consolidated Fixed Charge Ratio of 1.10 to 1.00 until such time that a Covenant Trigger Event is no longer continuing. In addition, if excess availability under the ABL Credit Facility were to fall below the greater of (i) 12.5% of the aggregate commitments under the ABL Credit Facility and (ii) $15.0 million, then a “Cash Dominion Event” would be triggered upon which the lenders could assume control of the Company’s cash. Credit Agreement Covenants In addition to the specific covenants described above, the Credit Agreements contain customary negative covenants which limit the Company’s ability to, among other things, incur additional indebtedness, create liens, make investments, transfer assets, merge or acquire assets, and make restricted payments, including dividends, distributions and specified payments on other indebtedness. They include customary events of default, including payment defaults, material breaches of representations and warranties, covenant defaults, default on other material indebtedness, customary Employee Retirement Income Security Act (“ERISA”) Senior Notes On April 22, 2016, QHC issued $400 million aggregate principal amount of 11.625% Senior Notes due 2023, pursuant to the Indenture. The Senior Notes were issued at a discount of $6.9 million, or 1.734%, in a private placement and are senior unsecured obligations of the Company guaranteed on a senior basis by certain of the Company’s subsidiaries (the “Guarantors”). The Senior Notes mature on April 15, 2023 and bear interest at a rate of 11.625% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2016. Interest on the Senior Notes accrues from the date of original issuance and is calculated on the basis of a 360-day year comprised of twelve 30-day months. The effective interest rate on the Senior Notes was 12.469% as of December 31, 2016. The Indenture contains covenants that, among other things, limit the ability of the Company and certain of its subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, create or incur certain liens, sell assets and subsidiary stock, transfer all or substantially all of its assets or enter into merger or consolidation transactions. On April 22, 2016, in connection with the issuance of the Senior Notes, the Company entered into a Registration Rights Agreement. The terms of the Registration Rights Agreement require the Company to (i) file with the Securities and Exchange Commission a registration statement with respect to an offer to exchange the Senior Notes for a new issue of debt securities registered under the Securities Act of 1933, as amended (the “Exchange Offer”), with terms identical to those of the Senior Notes (except for provisions relating to the transfer restrictions and payment of additional interest), and cause the Exchange Offer to be completed within 365 days following the closing of the issuance of the Senior Notes, (ii) keep the Exchange Offer open for at least 30 business days (or longer if required by applicable law) and (iii) in certain circumstances, file a shelf registration statement for the resale of the Senior Notes by some or all of the holders thereof, in lieu of an exchange offer to such holders. If the Company and the Guarantors fail to satisfy their registration obligations, the Company will be required to pay additional interest to the holders of Senior Notes, the transfer of which remains restricted, reflecting typical market terms. On and after April 15, 2019, the Company is entitled, at its option, to redeem all or a portion of the Senior Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices, plus accrued and unpaid interest, if any, to the redemption date. The redemption prices are expressed as a percentage of the principal amount on the redemption date. Holders of record on the relevant record date have the right to receive interest due on the relevant interest payment date. In addition, prior to April 15, 2019, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make whole” premium, as set forth in the Indenture. The Company is entitled to redeem up to 35% of the aggregate principal amount of the Senior Notes until April 15, 2019 with the net proceeds from certain equity offerings at the redemption price set forth in the Indenture. The following table provides a summary of the redemption dates and prices related to the Senior Notes: Redemption Period Prices Period from April 15, 2019 to April 14, 2020 108.719 % Period from April 15, 2020 to April 14, 2021 105.813 % Period from April 15, 2021 to April 14, 2022 102.906 % Period from April 15, 2022 to April 14, 2023 100.000 % Debt Issuance Costs and Discounts The following table provides a summary of unamortized debt issuance costs and discounts (in thousands): December 31, 2016 2015 Debt issuance costs $ 29,146 $ — Debt discounts 24,536 — Total debt issuance costs and discounts at origination 53,682 — Less: Amortization of debt issuance costs and discounts (4,918 ) — Total unamortized debt issuance costs and discounts $ 48,764 $ — Prior to the Spin-off, the Company had no capitalized costs for debt issuance, discounts or premiums. Capital Lease Obligations and Other Debt The Company’s debt arising from capital lease obligations primarily relates to its new corporate office in Brentwood, Tennessee. As of December 31, 2016, this capital lease obligation was $18.7 million. The remainder of the Company’s capital lease obligations relate to property and equipment at its hospitals and corporate office. Other debt consists of physician loans and miscellaneous notes payable to banks. See Note 19 — Commitments and Contingencies for additional information on the corporate office lease. Debt Maturities The following table provides a summary of debt maturities for the next five years and thereafter (in thousands): 2017 $ 5,683 2018 10,518 2019 10,144 2020 10,251 2021 10,357 Thereafter 1,248,636 Total debt, excluding unamortized debt issuance costs and discounts $ 1,295,589 Interest Expense, Net The following table provides a summary of the components of interest expense, net (in thousands): Year Ended December 31, 2016 2015 2014 Senior Credit Facility: Revolving Credit Facility $ 330 $ — $ — Term Loan Facility 40,719 — — ABL Credit Facility 342 — — Senior Notes 32,166 — — Amortization of debt issuance costs and discounts 4,918 — — All other interest expense (income), net (849 ) 283 (639 ) Total interest expense, net, from long-term debt 77,626 283 (639 ) Due to Parent, net 35,814 98,007 93,565 Total interest expense, net $ 113,440 $ 98,290 $ 92,926 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | NOTE 8 — OTHER LONG-TERM LIABILITIES The following table provides a summary of the components of other long-term liabilities (in thousands): December 31, 2016 2015 Professional and general liability insurance reserves $ 74,194 $ 77,423 Workers' compensation liability insurance reserves 17,416 20,507 Benefit plan liabilities 10,722 3,376 Deferred rent 4,001 3,770 Other miscellaneous long-term liabilities 2,663 3,065 Total other long-term liabilities $ 108,996 $ 108,141 See Note 19 — Commitments and Contingencies for additional information about the Company’s insurance reserves. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 9 — FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Hierarchy Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company utilizes the U.S. GAAP fair value hierarchy. The fair value hierarchy distinguishes between market participant assumptions that are based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The inputs used to measure fair value are classified into the following fair value hierarchy: • Level 1: Quoted market prices in active markets for identical assets and liabilities. • Level 2: Observable market-based inputs or observable inputs that are corroborated by market data. • Level 3: Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 includes values determined using pricing models, discounted cash flow methodologies, or similar techniques reflecting the Company’s own assumptions. Fair Value of Financial Instruments The carrying values of the Company’s cash and cash equivalents, patient accounts receivable, amounts due from and due to third-party payors, and accounts payable approximate their fair values due to the short-term maturity of these financial instruments. The Company recorded impairment charges related to long-lived assets and goodwill during the year ended December 31, 2016. See Note 3 — Impairment of Long-Lived Assets and Goodwill. The assessment of fair value was based on Level 3 inputs, as the valuation methodologies used to determine impairment were based on internal projections and unobservable inputs. The portion of impairment related to hospital assets held for sale was determined based on Level 2 inputs, as the valuation methodologies used to determine impairment considered letters of intent received on these hospitals. The following table provides a summary of the carrying values and estimated fair values of the Company’s long-term debt (in thousands): December 31, 2016 2015 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Revolving Credit Facility $ — $ — $ — $ — Term Loan Facility 868,419 849,427 — — ABL Credit Facility — — — — Senior Notes 400,000 334,720 — — Other debt 27,170 27,170 23,415 23,415 Total long-term debt, excluding unamortized debt issuance costs and discounts $ 1,295,589 $ 1,211,317 $ 23,415 $ 23,415 The Company considers the fair value of its debt instruments to be measured based on Level 2 inputs. Information about the valuation methodologies used in the determination of the fair values for the Company’s debt instruments follows: • Credit facilities . • Senior notes . • All other debt . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases | NOTE 10 — LEASES The Company leases certain office buildings and items of equipment under capital and operating lease agreements. All leases generally require the payment of maintenance, repairs, property taxes and insurance costs. See Note 7 — Long-Term Debt and Note 14 — Additional Cash Flow Information for additional information on the Company’s capital lease obligations. The following table provides a summary of the Company’s commitments relating to non-cancellable operating and capital leases for each of the next five years and thereafter (in thousands): Year Ending December 31, Operating (1) Capital 2017 $ 31,779 $ 2,644 2018 24,407 2,523 2019 19,189 2,552 2020 13,964 2,590 2021 9,477 2,628 Thereafter 18,758 23,039 Total minimum future payments $ 117,574 35,976 Less: Imputed interest (10,388 ) Total capital lease obligations 25,588 Less: Current portion (1,185 ) Total long-term capital lease obligations $ 24,403 (1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future of $3.8 million. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | NOTE 11 — EQUITY Preferred Stock In connection with the Spin-off, the Company authorized 100,000,000 shares of preferred stock, par value of $0.0001 per share. No shares have been issued as of December 31, 2016. The Board has the discretion, subject to limitations prescribed by Delaware law and by its amended and restated certificate of incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock, when and if issued. Common Stock In connection with the Spin-off, the Company authorized 300,000,000 shares of common stock, par value of $0.0001 per share, and issued 28,412,054 shares of common stock on April 29, 2016 to CHS stockholders of record on the Record Date, or April 22, 2016. The common stock began “regular-way” trading on the NYSE on May 2, 2016 under the ticker symbol “QHC”. As of December 31, 2016, the Company had 29,482,050 shares of common stock issued and outstanding. Holders of the Company’s common stock are entitled to one vote for each share held of record on all matters for which stockholders may vote. Holders of the Company’s common stock will not have cumulative voting rights in the election of directors. There are no preemptive rights, conversion, redemption or sinking fund provisions applicable to the common stock. In the event of liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the assets available for distribution. Delaware law prohibits the Company from paying any dividends unless it has capital surplus or net profits available for this purpose. In addition, the Company’s Credit Agreements impose restrictions on its ability to pay dividends. Additional Paid-in Capital In connection with the Spin-off, the Company issued common stock, as described above, to CHS stockholders. In addition, pursuant to the Separation and Distribution Agreement, CHS contributed capital in excess of par value of common stock of $530.6 million, in lieu of a cash settlement payment, related to the remaining intercompany indebtedness with CHS and the Parent’s equity attributable to CHS. See Note 1 — Description of the Business and Spin-off for a summary of the major transactions that occurred on April 29, 2016 to effect the Spin-off. Accumulated Deficit Accumulated deficit of the Company, as shown on the consolidated and combined balance sheet as of December 31, 2016, represents the Company’s cumulative net losses since the Spin-off. The cumulative earnings and losses of the Company prior to the Spin-off were included in Due to Parent, net, in the consolidated and combined balance sheets. Parent’s Equity Prior to the Spin-off, the purchase of shares from noncontrolling interest partners and the changes in valuation of redeemable shares of noncontrolling interests investments were accounted for as Parent’s equity in the consolidated and combined balance sheets. Parent’s equity was reclassified as additional paid-in capital in connection with the Spin-off. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12 — INCOME TAXES The Company, or one of its subsidiaries, is subject to U.S. federal income tax and income taxes of multiple state jurisdictions. The Company provides for income taxes based on the enacted tax laws and rates in jurisdictions in which it conducts its operations. Prior to the Spin-off, the Company was included in the consolidated federal, state and local income tax returns filed by CHS and calculated income taxes for the purpose of carve-out financial statements using the “separate return method”. The Company deemed the amounts that it would have paid to or received from the U.S. Internal Revenue Service and certain state jurisdictions, had QHC not been a member of CHS’ consolidated tax group, to be immediately settled with CHS through Due to Parent, net in the consolidated and combined balance sheets. The Company is filing its own consolidated federal, state and local income tax returns after the Spin-off. The following table provides a summary of the components of the provision for (benefit from) income taxes (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State 530 762 572 Total provision for (benefit from) current income taxes 530 762 572 Deferred: Federal (51,177 ) 1,749 4,790 State (3,228 ) 793 217 Total provision for (benefit from) deferred income taxes (54,405 ) 2,542 5,007 Total provision for (benefit from) income taxes $ (53,875 ) $ 3,304 $ 5,579 The following table reconciles the differences between the statutory federal income tax rate and the Company’s effective tax rate (dollars in thousands): Year Ended December 31, 2016 2015 2014 Amount % Amount % Amount % Provision for (benefit from) income taxes at statutory federal tax rate $ (139,685 ) 35.0 % $ 2,814 35.0 % $ 4,527 35.0 % State income taxes, net of federal income tax benefit (47,749 ) 12.0 % (171 ) (2.1 )% (1,202 ) (9.3 )% Net (income) loss attributable to noncontrolling interests (872 ) 0.2 % (1,189 ) (14.8 )% 157 1.2 % Non-deductible goodwill and Spin-off costs 36,009 (9.0 )% — — % — — % Change in valuation allowance 94,745 (23.7 )% 1,459 18.2 % 1,791 13.8 % All other 3,677 (1.0 )% 391 4.8 % 306 2.4 % Total provision for (benefit from) income taxes and effective tax rate $ (53,875 ) 13.5 % $ 3,304 41.1 % $ 5,579 43.1 % Deferred income taxes are based on the estimated future tax effects of differences between the financial statement carrying values and tax bases of assets and liabilities under the provisions of the enacted tax laws. The following table provides a summary of the components of deferred income tax assets and liabilities (in thousands): December 31, 2016 2015 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 72,195 $ — $ 53,558 $ — Property and equipment — 10,447 — 80,429 Prepaid expenses — 6,874 — 7,206 Goodwill and intangible assets — 27,193 — 36,828 Investments in unconsolidated affiliates 298 — — 1,772 Other current and long-term liabilities 39,112 965 25,634 776 Accounts receivable 1,532 10,290 5,561 1,841 Accrued vacation 9,506 — 9,209 — Accrued liabilities 251 — 440 — Deferred compensation 10,208 — 637 — Other current and long-term assets 5,462 53 1,370 — Total deferred income tax assets and liabilities, before valuation allowance 138,564 55,822 96,409 128,852 Valuation allowance (114,216 ) — (8,587 ) — Total deferred income tax assets and liabilities $ 24,348 $ 55,822 $ 87,822 $ 128,852 Total deferred income tax liabilities, net $ 31,474 $ 41,030 At the end of 2016, the Company had federal net operating loss carryforwards of approximately $70.0 million, which will begin expiring in 2037. The valuation allowance increased by $105.6 million and $1.5 million for the years ended December 31, 2016 and 2015, respectively. The increase in valuation allowance for 2016 relates to the Company’s determination that the deferred tax assets, as described above, are not more likely than not to be realized. Of the 2016 increase, $10.0 million was allocated to additional paid-in capital as it relates to the Company’s pre-spin operating results, $0.9 million relates to deferred tax assets recorded through other comprehensive income, and the remainder, $94.7 million was recorded through tax expense. The change in valuation allowance for 2015 relates to the expected future realization of state net operating losses in certain income tax jurisdictions. In the ordinary course of business there is inherent uncertainty in quantifying the Company’s income tax positions. The Company assesses its income tax positions and records tax benefits for all tax years subject to examination based on management’s evaluation of the facts, circumstances, and information available at the reporting date. The Company is not aware of any unrecognized tax benefits; and therefore has not recorded any such amounts for the years ended December 31, 2016, 2015 and 2014. The Company classified interest and penalties, if any, related to its tax positions as a component of income tax expense in the consolidated and combined statements of income. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 13 — EARNINGS PER SHARE The following table provides a summary of the computation of basic and diluted earnings (loss) per share (in thousands, except earnings per share and shares): Year Ended December 31, 2016 2015 2014 Numerator: Net income (loss) $ (345,197 ) $ 4,735 $ 7,353 Less: Net income (loss) attributable to noncontrolling interests 2,491 3,398 (448 ) Net income (loss) attributable to Quorum Health Corporation $ (347,688 ) $ 1,337 $ 7,801 Denominator: Weighted-average shares outstanding - basic and diluted 28,413,247 28,412,054 28,412,054 Basic and diluted earnings (loss) per share attributable to Quorum Health Corporation stockholders $ (12.24 ) $ 0.05 $ 0.27 For comparative purposes, the Company used 28,412,054 shares as the number of basic and diluted shares outstanding for all periods prior to the Spin-off, including the period from January 1, 2016 to April 28, 2016, in calculating basic and diluted earnings (loss) per share. This number of shares represents the number of shares issued on the Spin-off date. Due to the net loss attributable to Quorum Health Corporation for the year ended December 31, 2016, no incremental shares are included in diluted earnings (loss) per share for these periods because the net effect of the shares would be anti-dilutive. No incremental shares were considered for any periods prior to the Spin-off. |
Additional Cash Flow Informatio
Additional Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Significant Non Cash Transactions [Abstract] | |
Additional Cash Flow Information | NOTE 14 — ADDITIONAL CASH FLOW INFORMATION During the year ended December 31, 2016, the Company reclassified certain assets and liabilities as held for sale, which are included as separate line items on the consolidated and combined balance sheet as of December 31, 2016. In addition, the Company recorded certain opening balance sheet adjustments in the second and fourth quarters of the year ended December 31, 2016, which included non-cash components, that were primarily transfers of assets and liabilities from CHS to effect the Spin-off. See Note 1 — Description of the Business and the Spin-off. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segments | NOTE 15 — SEGMENTS The Company operates in two distinct operating segments, its hospital operations business and its management advisory and consulting services business. The hospital operations segment includes the operations of the Company’s general acute care hospitals and affiliated outpatient service facilities that provide inpatient and outpatient healthcare services. Prior to the Spin-off, management fees allocated from Parent were included in the hospital operations segment within the measure of segment profit or loss. Subsequent to the Spin-off the Company began presenting general and administrative costs for corporate functions as a component of the all other reportable segment. The hospital management advisory and consulting services segment includes the operations of QHR. Only the hospital operations segment meets the criteria as a separate reportable segment. The financial information for QHR has been combined with the Company’s corporate functions and reported below as part of the all other reportable segment. The following table provides a summary of financial information related to the Company’s segments (in thousands): Year Ended December 31, 2016 2015 2014 Net operating revenues: Hospital operations $ 2,052,751 $ 2,096,831 $ 2,049,193 All other 85,716 90,507 96,307 Total net operating revenues $ 2,138,467 $ 2,187,338 $ 2,145,500 Adjusted EBITDA: Hospital operations $ 184,000 $ 249,375 $ 251,309 All other (21,078 ) 14,292 13,516 Total Adjusted EBITDA $ 162,922 $ 263,667 $ 264,825 Capital expenditures for property and equipment: Hospital operations $ 44,903 $ 59,272 $ 68,889 All other 35,017 183 177 Total capital expenditures for property and equipment $ 79,920 $ 59,455 $ 69,066 December 31, 2016 2015 Assets: Hospital operations $ 1,802,121 $ 2,256,557 All other 192,249 38,299 Total assets $ 1,994,370 $ 2,294,856 The following table provides a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable U.S. GAAP financial measure (in thousands): Year Ended December 31, 2016 2015 2014 Adjusted EBITDA $ 162,922 $ 263,667 $ 264,825 Interest expense, net (113,440 ) (98,290 ) (92,926 ) Provision for (benefit from) income taxes 53,875 (3,304 ) (5,579 ) Depreciation and amortization (117,288 ) (128,001 ) (127,593 ) Legal, professional and settlement costs (7,342 ) — (30,374 ) Impairment of-long-lived assets and goodwill (291,870 ) (13,000 ) (1,000 ) Loss on sale of hospitals, net (2,150 ) — — Transaction costs related to the Spin-off (5,488 ) (16,337 ) — Severance costs for post-spin headcount reductions (1,617 ) — — Change in estimate related to collectability of patient accounts receivable (22,799 ) — — Net income (loss) $ (345,197 ) $ 4,735 $ 7,353 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 16 — STOCK-BASED COMPENSATION On April 1, 2016, the Company adopted the Quorum Health Corporation 2016 Stock Award Plan (“2016 Stock Award Plan”). The Company filed a Registration Statement on Form S-8 on April 29, 2016 to register 4,700,000 shares of QHC common stock that may be issued under the plan. As defined in the Separation and Distribution Agreement, QHC and CHS employees who held CHS restricted stock awards on the Record Date received QHC restricted stock awards for the number of whole shares, rounded down, of QHC common stock that they would have received as a shareholder of CHS as if the underlying CHS stock were unrestricted on the Record Date, except, that with respect to a portion of CHS restricted stock awards granted to any QHC employees on March 1, 2016, as discussed above, that were cancelled and forfeited on the Spin-off date. The QHC restricted stock awards received by QHC and CHS employees in connection with the Spin-off vest on the same terms as the CHS restricted stock awards to which they relate, through the continued service by such employees with their respective employer. CHS restricted stock awards were adjusted by increasing the number of shares of CHS stock subject to restricted stock awards by an amount of whole shares, rounded down, necessary to preserve the intrinsic value of such awards at the Spin-off date. QHC did not issue any stock options as part of the distribution of shares to holders of CHS stock options. A summary of the activity related to unvested QHC restricted stock awards held by QHC and CHS employees from the Spin-off date through December 31, 2016 follows: QHC Awards Distributed in Spin-off QHC Employees CHS Employees Total Unvested restricted stock awards at Spin-off date 54,321 638,088 692,409 Vested (1,317 ) (6,098 ) (7,415 ) Forfeited (542 ) (10,465 ) (11,007 ) Unvested restricted stock awards at December 31, 2016 52,462 621,525 673,987 On May 3, 2016, the Compensation Committee of the Board of Directors (the “Compensation Committee”) granted 460,000 performance-based restricted stock awards to the Company’s executive officers. The grants were made pursuant to the 2016 Stock Award Plan and a performance-based restricted stock award agreement. If the performance-based objectives are attained in accordance with the targets set forth in the performance-based restricted stock award agreement, the restrictions on the restricted stock awards will lapse in equal installments on each of the first three anniversaries of the grant date. On May 3, 2016, the Compensation Committee granted 551,005 time-vested restricted stock awards to certain employees of the Company. The grants were made pursuant to the 2016 Stock Award Plan and a restricted stock award agreement. The restrictions on the time-vested restricted stock awards will lapse in equal installments on each of the first three anniversaries of the grant date, except for 106,005 restricted stock awards, referred to by the Company as recoupment awards, which have a different vesting period. The recoupment awards were issued to a select group of QHC employees that were granted restricted stock awards by CHS on March 1, 2016. Pursuant to the Separation and Distribution Agreement, two-thirds of the shares granted to the QHC employee group on this grant date were canceled by CHS in connection with the Spin-off. The recoupment awards were issued by QHC and included in the May 3, 2016 grant of QHC restricted stock awards for the purpose of restoring the benefit previously provided by CHS to this employee group. Restrictions on the recoupment awards lapse in equal installments on the second and third anniversaries of the grant date. On May 3, 2016, the Board, upon recommendation of its Compensation Committee and its Governance and Nominating Committee, granted 10,000 time-vested restricted stock awards to each of its seven non-employee directors. The grants were made pursuant to the 2016 Stock Award Plan and a director restricted stock award agreement. The restrictions on the time-vested restricted stock awards will lapse on the first anniversary of the grant date. A summary of the activity related to QHC unvested restricted stock awards granted subsequent to the Spin-off follows: QHC Awards Granted Subsequent to Spin-off Weighted- Average Grant Date Shares Fair Value Unvested restricted stock awards at Spin-off date — $ — Granted 1,081,005 12.77 Vested — — Forfeited — — Unvested restricted stock awards at December 31, 2016 1,081,005 $ 12.77 Following the Spin-off, the Company began recording stock-based compensation expense related to the vesting of QHC restricted stock awards issued to QHC employees on the Spin-off date, CHS restricted stock awards held by QHC employees on the Spin-off date, and restricted stock awards granted by QHC on May 3, 2016. Stock-based compensation expense is recorded in salaries and benefits for periods following the Spin-off. Prior to the Spin-off, an estimated portion of CHS’ stock-based compensation expense was allocated to QHC through the monthly corporate management fee from CHS, which was recorded in other operating expenses in the consolidated and combined statements of income, and therefore is not included in stock-based compensation expense in the table below. The estimated costs allocated to QHC from CHS were $2.3 million, $7.0 million and $5.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company accounts for stock-based compensation in accordance with Accounting Standards Codification Topic 718, “Compensation — Stock Compensation”. Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service periods. Determining the fair value of stock-based awards at the grant date requires the exercise of judgment, including the number of stock-based awards that are expected to be forfeited. If actual forfeitures differ from the Company’s estimates, stock-based compensation expense and the Company’s results of operations would be impacted. A summary of stock-based compensation expense follows (in thousands): Year Ended December 31, 2016 2015 2014 Stock-based compensation resulting from the Spin-off $ 3,089 $ — $ — Stock-based compensation related to grants following the Spin-off 4,352 — — Total stock-based compensation expense $ 7,441 $ — $ — As of December 31, 2016, the Company had unrecognized stock-based compensation expense of $2.6 million related to the outstanding unvested QHC and CHS restricted stock awards held by QHC employees as of the Spin-off date and the QHC restricted stock awards granted subsequent to the Spin-off. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | NOTE 17 — EMPLOYEE BENEFIT PLANS Following the Spin-off, the Company maintains various benefit plans, including defined contribution plans, a defined benefit plan and deferred compensation plans, of which certain of the Company’s subsidiaries are the plan sponsors. The rights and obligations of these plans were transferred from CHS in connection with the Spin-off, pursuant to the Separation and Distribution Agreement. Defined Contribution Plans The Quorum Health Retirement Savings Plan (the “RSP”) is a defined contribution plan established on January 1, 2016 by CHS in anticipation of the Spin-off. Prior to the Spin-off, the cumulative liability for these benefit costs was recorded in Due to Parent, net in the combined balance sheets. The assets and liabilities under this plan were transferred to QHC in connection with the Spin-off. The RSP covers the majority of the employees at the Company’s subsidiaries. Total expense to the Company under all defined contribution plans was $13.6 million, $13.0 million and $13.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. The benefit costs associated with the RSP are recorded as salaries and benefits expense in the consolidated and combined statements of income for all periods Deferred Compensation Plans Certain of the Company’s employees participate in CHS’ unfunded deferred compensation plans that allow participants to defer receipt of a portion of their compensation. The election period for those employees continued under the CHS plan through December 31, 2016. In 2017, the corresponding plan assets and liabilities will be transferred to a new plan established by QHC, pursuant to the Employee Matters Agreement, as described below. The estimated liability under these plans at December 31, 2016 was approximately $23 million. On August 18, 2016, the Compensation Committee of the Board adopted the Executive Nonqualified Excess Plan Adoption Agreement (the “Adoption Agreement”) and the Executive Nonqualified Excess Plan Document (the “Plan Document”), that together, the Adoption Agreement names as the QHCCS, LLC Nonqualified Deferred Compensation Plan (the “NQDCP”). The NQDCP is an unfunded, nonqualified deferred compensation plan that provides deferred compensation benefits for a select group of management, highly compensated employees and independent contractors of the Company’s wholly-owned subsidiary, QHCCS, LLC, a Delaware limited liability company (“QHCCS”), including the Company’s named executive officers. The NQDCP permits participants to defer a portion of their annual base salary, service bonus and performance-based compensation, as well as up to 100% of their incentive compensation in any calendar year. In addition to participant deferrals, QHCCS and/or its affiliates may make discretionary credits to participants’ accounts for any year. The estimated liability under this plan at December 31, 2016 was approximately $0.1 million. Supplemental Executive Retirement Plans On April 1, 2016, the Board adopted the Quorum Health Corporation Supplemental Executive Retirement Plan (the “Original SERP Plan”). Pursuant to the EMA between the Company and CHS, the Company assumed all liabilities for all obligations under the Original SERP Plan for the benefits of QHC employees, as defined in the EMA, except that no additional benefits were to accrue under the Original SERP Plan following the Spin-off. The accrued benefit liability for the Original SERP Plan that was transferred to the Company in connection with the Spin-off was $6.0 million. There were no assets transferred to the Company related to the Original SERP Plan in connection with the Spin-off. On May 24, 2016, the Board, upon recommendation of the Compensation Committee, approved the Company’s Amended and Restated Supplemental Executive Retirement Plan (the “Amended and Restated SERP”), in order to accrue additional benefits with respect to QHC employees who otherwise qualify as “Participants” under the Amended and Restated SERP. The Amended and Restated SERP is a noncontributory non-qualified deferred compensation plan under Section 409A of the Internal Revenue Code. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for the net periodic benefit costs of the Amended and Restated SERP. The benefit obligations under this plan were unfunded as of December 31, 2016. A summary of the components of net periodic benefit costs follows (in thousands): Year Ended December 31, 2016 2015 2014 Service cost $ 1,270 $ — $ — Interest cost 237 — — Amortizations: Plan service cost (credit) 268 — — Net loss (gain) 12 — — Total net periodic benefit cost $ 1,787 $ — $ — A summary of the weighted-average assumptions used by the Company to determine net periodic benefit costs follows: Year Ended December 31, 2016 2015 2014 Discount rate 3.2 % — % — % Rate of compensation increase 3.0 % — % — % A summary of changes recognized in other comprehensive income (loss) follows (in thousands): December 31, 2016 2015 Prior service cost (credit) $ 2,949 $ — Net loss (gain) arising during period 14 — Amounts recognized as a component of net periodic benefit cost: Amortization or curtailment recognition of prior service (cost) credit (264 ) — Amortization or settlement recognition of net gain (loss) (3 ) — Total recognized in other comprehensive loss (income) $ 2,696 $ — The estimated prior service cost that will be amortized from accumulated other comprehensive income into net periodic benefit cost for the year ended December 31, 2017 is $0.4 million. The estimated actuarial loss that will be amortized or recognized from accumulated other comprehensive income into net periodic benefit cost is minimal. A summary of changes in the benefit obligation follows (in thousands): December 31, 2016 2015 Change in benefit obligation Benefit obligation transferred from the Spin-off $ 5,964 $ — Service cost 1,270 — Interest cost 190 — Plan amendments 2,921 — Actuarial (gain) loss (911 ) — Benefit obligation at end of year $ 9,434 $ — As of December 31, 2016, the current and long-term portions of the benefit liability were $2.3 million and $7.1 million, respectively. The current portion is included in accrued salaries and benefits and the long-term portion is included in other long-term liabilities in the consolidated and combined balance sheet. The accumulated benefit obligation at December 31, 2016 was $7.0 million. A summary of the weighted-average assumptions used by the Company to determine its benefit obligation follows: December 31, 2016 2015 Discount rate 3.6 % — % Rate of compensation increase 2.0 % — % A summary of expected future benefit payments for the next five years and the five years thereafter follows (in thousands): 2017 $ 2,275 2018 — 2019 — 2020 — 2021 1,288 Five years thereafter 10,780 Total $ 14,343 The expected payment for the year ended December 31, 2017 is related to an executive who retired in December 2016. Director’s Fees Deferral Plan On September 16, 2016, the Board adopted the Quorum Health Corporation Director’s Fees Deferral Plan (the “Director’s Plan”). The Director’s Plan is effective beginning January 1, 2017. Pursuant to the Director’s Plan, members of the Board may elect to defer and accumulate fees, including retainer fees and fees for attendance at Board meetings and Board committees. A director may elect that all or any specified portion of the director’s fees to be earned during a calendar year be credited to a director’s cash account and/or a director’s stock unit account maintained on the individual director’s behalf in lieu of payment. Payment of amounts credited to a director’s cash account and stock unit account will be made upon a payment commencement event, as defined in the Director’s Plan, in accordance with the payment method elected by the individual director, either in lump sum or in a number of annual installments, not to exceed 15 installments. The Director’s Plan extends to directors of the Board not employed by the Company or any of its subsidiaries. Pursuant to the Director’s Plan, the Company registered and made available for issuance under the Director’s Plan a maximum of 150,000 shares of QHC common stock. Defined Benefit Pension Plan QHC provides benefits to employees at one of its hospitals through a defined benefit plan (the “Pension Plan”). The Pension Plan provides benefits to covered individuals satisfying certain age and service requirements. Employer contributions to the Pension Plan are in accordance with the minimum funding requirements of the ERISA, as amended. The Company expects to make contributions to the Pension Plan for the full year 2017 of $0.5 million. The Company uses a December 31 measurement date for the benefit obligations and a January 1 measurement date for the net periodic benefit costs of the Pension Plan. Variances from actuarially assumed rates will result in increases or decreases in benefit obligations, net periodic benefit cost and funding requirements in future periods. The weighted-average assumptions used for determining the net periodic benefit costs for the year ended December 31, 2016 were a discount rate of 3.75%, an annual salary increase of 3.0% and an expected long-term rate of return on assets of 7.0%. Benefits expense related to the Pension Plan was $0.3 million for each of the years ended December 31, 2016, 2015 and 2014. QHC recognizes |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 18 — RELATED PARTY TRANSACTIONS CHS was a related party to QHC prior to the Spin-off. The significant transactions and balances with CHS prior to the Spin-off and the agreements between QHC and CHS as of and subsequent to the Spin-off are described below. Carve-Out from Parent Prior to the Spin-off, QHC did not operate as a separate company and stand-alone financial statements were not prepared. Historically, QHC was managed and operated in the normal course of business with all other hospitals and affiliates of CHS. Accordingly, for the purposes of the carve-out financial statements related to the Spin-off, a combined opening balance sheet for the QHC hospitals and QHR was established. The combined opening balance sheet included the assets and liabilities of QHC hospitals and QHR, as reported by CHS, and a net liability to CHS, referred to as Due to Parent, net, for the net investment held by CHS related to its contribution of these net assets. The operating results of the QHC hospitals and QHR prior to the Spin-off were derived from the CHS operating results for these entities. In addition, certain corporate overhead costs were allocated to QHC from CHS during the carve-out period for the purpose of estimating QHC’s share of these expenses. Allocated Costs from CHS during the Carve-Out Period CHS allocated costs to QHC during the carve-out period for a portion of its corporate overhead costs and any other costs related to QHC hospitals and QHR that were paid by CHS or covered by an agreement, policy or contract owned by CHS. A summary of allocated costs to QHC from CHS follows (in thousands): Year Ended December 31, 2016 2015 2014 Insurance costs $ 44,246 $ 134,290 $ 121,202 Management fees from Parent 11,792 36,466 36,902 All other allocated costs 25,021 72,262 69,867 Total related party operating costs and expenses $ 81,059 $ 243,018 $ 227,971 The allocation of insurance costs from CHS primarily included costs for self-insurance estimates and third-party policies related to employee health, professional and general liability and workers’ compensation coverage. Insurance costs were primarily allocated to QHC based on claims history of the QHC hospitals, as determined on an individual hospital level. Corporate management fees were allocated to QHC for certain corporate functions of CHS, including services such as, among others, executive and divisional management, treasury, accounting, risk management, legal, procurement, human resources, information technology support and other administrative support services. These corporate overhead costs were allocated to QHC using a ratio based on the number of licensed beds at each QHC hospital in proportion to CHS’ total licensed beds. This methodology is comparable to how CHS allocates corporate overhead costs to all of its hospitals through a management fee charge that eliminates in consolidation. All other allocated costs included any other costs allocated to QHC hospitals or QHR and that were not part of management fees. These costs were allocated to QHC using ratios based on revenues, expenses or licensed beds. If possible, allocations were made on a specific identification basis. Following the Spin-off, the Company began performing corporate functions using internal resources or purchased services, certain of which are being provided by CHS pursuant to the transition services agreements and other ancillary agreements. See the section “Agreements with CHS Related to the Spin-off” below. Due to Parent, Net Prior to the Spin-off, Due to Parent, net, in the consolidated and combined balance sheets represented the Company’s cumulative liability to CHS for the net assets of QHC hospitals and QHR, as well as an allocation of costs for corporate functions. See Note 1 — Description of the Business and Spin-off and the Due to Parent, net accounting policy in Note 2 — Basis of Presentation and Significant Accounting Policies for additional information on the types of transactions settled through Due to Parent, net during the carve-out period and the transactions that occurred to settle the liability in connection with the Spin-off. During the carve-out period, QHC was charged interest on a monthly basis by CHS on the amount of Due to Parent, net, outstanding at the end of each month. Interest rates were variable and ranged from 4% to 7% during the carve-out period. Interest expense incurred on Due to Parent, net was recorded as an increase in the Due to Parent, net, liability and was deemed settled each month. The total amount of related party interest expense arising from the liability with CHS was $35.8 million, $98.0 million and $93.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Agreements with CHS Related to the Spin-off In connection with the Spin-off and effective as of the Spin-off date, April 29, 2016, the Company entered into certain agreements with CHS that allocated between the Company and CHS the various assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) that were previously part of CHS. In addition, these agreements govern certain relationships between, and activities of, the Company and CHS for a definitive period of time after the Spin-off, as specified by each individual agreement. The agreements were as follows: • Separation and Distribution Agreement. • Tax Matters Agreement • Employee Matters Agreement. In addition to the agreements referenced above, the Company entered into certain transition services agreements and other ancillary agreements with CHS defining agreed upon services, as specified by each agreement, to be provided by CHS to certain or all QHC hospitals commencing on the Spin-off date. The agreements generally have terms of five years. A summary of the major provisions of the transition services agreements follows: • Shared Services Centers Transition Services Agreement. • Computer and Data Processing Transition Services Agreement. • Receivables Collection Agreement (“PASI”). • Billing and Collection Agreement (“PPSI”). • Employee Service Center Agreement. • Eligibility Screening Services Agreement. The total amount of expenses incurred by the Company under transition services agreements with CHS following the Spin-off combined with the allocations from CHS for these same services prior to the Spin-off were $66.4 million for the year ended December 31, 2016. Allocations from CHS for these services were $60.2 million and $40.5 million for the years ended December 31, 2015 and 2014, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 19 — Legal Matters The Company is a party to various legal, regulatory and governmental proceedings incidental to its business. Based on current knowledge, management does not believe that loss contingencies arising from pending legal, regulatory and governmental proceedings, including the matters described herein, will have a material adverse effect on the operating results, financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in these matters, some of which are beyond the Company’s control, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could occur. In connection with the Spin-off, CHS agreed to indemnify QHC for certain liabilities relating to outcomes or events occurring prior to the closing of the Spin-off, including (i) certain claims and proceedings known to be outstanding on or prior to the closing date of the Spin-off and (ii) certain claims, proceedings and investigations by governmental authorities or private plaintiffs related to activities occurring at or related to the Company’s healthcare facilities prior to the closing date of the Spin-off, but only to the extent, in the case of clause (ii), that such claims are covered by insurance policies maintained by CHS, including professional and general liability and workers’ compensation liability. In this regard, CHS will continue to be responsible for certain Health Management Associates, Inc. legal matters covered by its contingent value rights agreement that relate to the portion of CHS’ business now held by QHC. Notwithstanding the foregoing, CHS is not indemnifying QHC in respect of any claims or proceedings arising out of, or related to, the business operations of QHR at any time or its compliance with the Corporate Integrity Agreement (“CIA”) . Subsequent to the Spin-off, the OIG entered into an “Assumption of CIA Liability Letter” with the Company reiterating the applicability of the CIA to certain of the Company’s hospitals, although the OIG declined to enter into a separate agreement with the Company. With respect to all legal, regulatory and governmental proceedings, the Company considers the likelihood of a negative outcome. If the Company determines the likelihood of a negative outcome with respect to any such matter is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the estimated loss for the expected outcome of the matter. If the likelihood of a negative outcome with respect to material matters is reasonably possible and the Company is able to determine an estimate of the possible loss or a range of loss, whether in excess of a related accrued liability or where there is no accrued liability, the Company discloses the estimate of the possible loss or range of loss. However, the Company is unable to estimate a possible loss or range of loss in some instances based on the significant uncertainties involved in, or the preliminary nature of, certain legal, regulatory and governmental matters. Government Investigations For the legal matters below, the Company cannot at this time assess what the outcome may be and is further unable to determine any estimate of loss or range of loss. The matters below are at a preliminary stage. Because of this and other factors, there are not sufficient facts available to make these assessments. • Tooele, Utah — Physician Compensation • Blue Island, Illinois — Patient Status Commercial Litigation and Other Lawsuits • Aparna Rao, Individually and On Behalf of All Others Similarly Situated v. Quorum Health Corporation, Thomas D. Miller and Michael J. Culotta • Quorum Health Resources, LLC v. Hancock Medical Center. The matter relates to an arbitration claim and counterclaim for breach of contract and negligence arising out of a Management Services Agreement between QHR and the hospital. Arbitration in this case began on April 11, 2016 and concluded on April 22, 2016. On July 28, 2016, the arbitrator returned an Interim Award of $9.4 million in favor of Hancock Medical Center on various claims at issue in the arbitration. Both parties filed a motion for reconsideration of the Interim Award. On January 15, 2017, the arbitrator returned a final award of $12.6 million. The award is subject to a self-insured retention and excess insurance arrangements limiting the Company’s liability to $5.0 million. As of December 31, 2016, the Company had a liability of $12.6 million and an insurance receivable of $8.9 million related to this matter. The award was paid in full on February 15, 2017. • United Tort Claimants v. Quorum Health Resources, LLC (U.S. Bankruptcy Court for the District of New Mexico); Douthitt-Dugger, et al. v. Quorum Health Resources, LLC (Bernalillo County, New Mexico District Court). Plaintiffs in these cases underwent surgical procedures at Gerald Champion Regional Medical Center in New Mexico that they contend were experimental and performed by an unqualified doctor. Their lawsuits, originally filed on June 11, 2010, against the doctors, QHR and the hospital are pending in state court and in federal bankruptcy court in New Mexico. Subject to an adverse result in the insurance coverage litigation referenced below, in 2012, QHR resolved plaintiffs’ claims for QHR’s liability exceeding insurance limits, and for liability not covered by insurance, for $5.1 million. Litigation of plaintiffs’ claims against QHR has continued, and the trial of the claims of most of the plaintiffs is proceeding in phases in a bankruptcy court bench trial. During the liability phase, in December 23, 2016, the federal bankruptcy court in New Mexico ruled that QHR was 16.5% at fault for plaintiffs’ injuries. The final phase, to determine plaintiffs’ damages and QHR offsets, is likely to be tried later in 2017. The New Mexico state court has set March 8, 2018 as the trial date for plaintiffs’ claims against QHR. QHR is vigorously defending the actions. QHR’s insurer Lexington Insurance Company is providing a defense in these cases, subject to a reservation of rights. Lexington has sued QHR in Williamson County, Tennessee seeking a declaration that plaintiffs’ claims and the cost of defending QHR are not covered by Lexington. ( Lexington Insurance Company v. Quorum Health Resources, LLC, et al. (Williamson County, Tennessee Chancery Court)) No trial date has been set for Lexington’s claim against QHR to nullify insurance coverage, which QHR also is vigorously defending. Insurance Reserves As part of the business of owning and operating hospitals, the Company is subject to potential professional and general liability and workers’ compensation liability claims or other legal actions alleging liability on its part. The Company is also subject to similar liabilities related to its QHR business. Prior to the Spin-off, CHS provided professional and general liability insurance and workers’ compensation insurance to QHC and indemnified QHC from losses under these insurance arrangements related to its hospital operations business. The liabilities for claims related to QHC’s hospital operations business were determined based on an actuarial study of QHC’s operations and historical claims experience at its hospitals. Corresponding receivables from CHS were established to reflect the indemnification by CHS for each of these liabilities for claims that related to events and circumstances that occurred prior to the Spin-off date. After the Spin-off, QHC entered its own professional and general liability insurance and workers’ compensation insurance arrangements to mitigate the risk for claims exceeding its self-insured retention levels. The Company maintains a self-insured retention level for professional and general liability claims of $5 million per claim and maintains a $0.5 million per claim, high deductible program for workers’ compensation. Due to the differing nature of its business, the Company maintains separate insurance arrangements related to its subsidiary, QHR. The self-insured retention level for QHR is $6 million for professional and general liability insurance. The following table provides a summary of the Company’s insurance reserves related to professional and general liability and workers’ compensation liability, distinguished between those indemnified by CHS and those related to the Company’s own risks (in thousands): December 31, 2016 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 17,580 $ 59,652 $ 17,580 $ 59,652 All other self-insurance reserves — — 230 14,542 Total insurance reserves for professional and general liability 17,580 59,652 17,810 74,194 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 4,863 15,958 4,863 15,958 All other self-insurance reserves — — 1,736 1,458 Total insurance reserves for workers' compensation liability 4,863 15,958 6,599 17,416 Total self-insurance reserves $ 22,443 $ 75,610 $ 24,409 $ 91,610 December 31, 2015 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 21,120 $ 72,412 $ 21,120 $ 72,412 All other self-insurance reserves — 4,077 — 5,011 Total insurance reserves for professional and general liability 21,120 76,489 21,120 77,423 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 8,314 20,507 8,314 20,507 All other self-insurance reserves — — — — Total insurance reserves for workers' compensation liability 8,314 20,507 8,314 20,507 Total self-insurance reserves $ 29,434 $ 96,996 $ 29,434 $ 97,930 For the year ended December 31, 2016, the net present value of the projected payments for professional and general liability claims related to the Company’s self-insurance risks was discounted using a weighted-average risk-free rate of 2.0%. The Company’s estimated liability for these claims was $14.7 million as of December 31, 2016. The estimated undiscounted claims liability was $16.4 million as of December 31, 2016. For the years ended December 31, 2016 and 2015, the net present value of the projected payments for professional and general liability claims indemnified by CHS was discounted using a weighted-average risk-free rate of 1.5% and 0.8%, respectively. The estimated undiscounted liability for these claims was $86.6 and $102.0 million as of December 31, 2016 and 2015, respectively. For the year ended December 31, 2016, the net present value of the projected payments for workers’ compensation liability claims related to the Company’s self-insurance risks was discounted using a weighted-average risk-free rate of 2.0%. The Company’s estimated liability for these claims was $3.2 million as of December 31, 2016. The estimated undiscounted liability for these claims was $3.5 million as of December 31, 2016. Physician Recruiting Commitments As part of its physician recruitment strategy, the Company provides income guarantee agreements to certain physicians who agree to relocate to its communities and commit to remain in practice there. Under such agreements, the Company is required to make payments to a physician in excess of the amount earned as income to the physician in his or her practice, up to the amount of the income guarantee. The income guarantee period over which the Company agrees to subsidize a physician’s income is typically one year and the commitment period over which the physician agrees to practice in the designated community is typically three years. Under the terms of the agreements, such payments are recoverable by the Company from physicians who do not fulfill their commitment periods. As of December 31, 2016 and 2015, the Company had physician guarantee contract liabilities of $1.6 million and $2.7 million, respectively, which were included in other current liabilities on the consolidated and combined balance sheets. At December 31, 2016, the maximum potential amount of future payments under these guarantees in excess of the liabilities recorded was $2.1 million. Construction and Capital Commitments McKenzie - Willamette Medical Center Project . The Company is building a new patient tower and expanding surgical capacity at McKenzie – Willamette Medical Center, its hospital in Springfield, Oregon. As of December 31, 2016, the Company had incurred a total of $48.9 million of costs for this project, of which $38.5 million was recorded during the year ended December 31, 2016. The total estimated cost of this project, including equipment costs, is estimated to be approximately $105 million. The estimate has increased from the Company’s previously reported estimate of $88 million due to the expansion of the project to include increasing emergency room capacity and adding additional operating rooms. The project is expected to be completed in late 2017 or early 2018. Helena Regional Medical Center Master Lease . Pursuant to the lease agreement at the Company’s hospital in Helena, Arkansas, the Company has committed to make capital expenditures and improvements at this hospital averaging a specified percentage of the hospital’s annual net revenues. The Company estimates that it will make capital expenditures of approximately $1 million for each year of the remaining lease term, which extends through January 1, 2025. Other Renovation Projects. The Company has committed to certain other renovation projects at three of its hospitals that are expected to begin and be completed in 2017. The total of the estimated cost for these projects is approximately $11 million. Commitments Related to the Spin-off On April 29, 2016, the Company entered into certain agreements with CHS that allocated between QHC and CHS the various assets, employees, liabilities and obligations (including investments, property, employee benefits and tax-related assets and liabilities) that comprise the separate companies and governed or govern certain relationships between, and activities of, QHC and CHS for a period of time after the Spin-off. In addition to these agreements, the Company entered into certain transition services agreements and other ancillary agreements with CHS defining agreed upon services to be provided by CHS to certain or all QHC hospitals, as determined by each agreement, to begin immediately following the Spin-off date. The agreements each have terms of five years. See Note 18 — Related Party Transactions for additional information on the Company’s agreements with CHS. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20 — On April 11, 2017, the Company executed an agreement with its lenders pursuant to its Senior Credit Facility to amend the calculation of the Secured Net Leverage Ratio beginning January 1, 2017 to December 31, 2018, among other provisions. See Note 7 — Long-term Debt for additional information on the Company’s Senior Credit Facility and the terms of the CS Amendment. On March 31, 2017, the Company sold 60-bed Cherokee Medical Center and its affiliated outpatient facilities, located in Centre, Alabama, for $4.3 million. For the years ended December 31, 2016, 2015 and 2014, the Company’s operating results included pre-tax losses of $5.0 million, $5.3 million and $4.2 million related to Cherokee. In addition to the above, the Company recorded $3.9 million and $2.0 of impairment to property, equipment and capitalized software costs of Cherokee during the years ended December 31, 2016 and 2015, respectively. The Company does not expect the loss on sale of this hospital will be material, after consideration of the impairment charges recorded in 2016. On March 30, 2017, the Company announced that it has a definitive agreement to sell 231-bed Trinity Hospital of Augusta and its affiliated outpatient facilities (“Trinity”), located in Augusta, Georgia. The Company is currently anticipating completing the sale of this hospital in the second quarter of 2017. On January 4, 2017, the Company used the proceeds from the sale of Barrow to pay down $6.6 million of principal on the Term Loan Facility. On April 6, 2017, the Company utilized the proceeds from the sale of Cherokee to pay down $4.3 million of additional principal on the Term Loan Facility. As a result of these redemption payments, which are in addition to the $7.2 million pay down from the proceeds of the Sandhills divestiture which occurred in December 2016, the Company’s next required principal payment on the Term Loan Facility is due in December 2018. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | NOTE 21 — QUARTERLY FINANCIAL DATA (UNAUDITED) The following table provides a summary of the Company’s quarterly operating results for the years ended December 31, 2016 and 2015 (in thousands): 2016 Quarters 1st 2nd 3rd 4th Net operating revenues $ 549,551 $ 529,737 $ 543,939 $ 515,240 Net income (loss) $ (4,687 ) $ (243,966 ) $ (6,452 ) $ (90,092 ) Less: Net income (loss) attributable to noncontrolling interests 315 1,095 507 574 Net income (loss) attributable to Quorum Health Corporation $ (5,002 ) $ (245,061 ) $ (6,959 ) $ (90,666 ) Earnings (loss) per share attributable to Quorum Health Corporation stockholders: Basic and diluted $ (0.18 ) $ (8.63 ) $ (0.24 ) $ (3.19 ) Weighted-average common shares outstanding: Basic and diluted 28,412,054 28,412,720 28,413,532 28,416,801 2015 Quarters 1st 2nd 3rd 4th Net operating revenues $ 547,617 $ 538,352 $ 543,143 $ 558,226 Net income (loss) $ 5,824 $ 2,205 $ (4,075 ) $ 781 Less: Net income (loss) attributable to noncontrolling interests (375 ) 775 1,638 1,360 Net income (loss) attributable to Quorum Health Corporation $ 6,199 $ 1,430 $ (5,713 ) $ (579 ) Earnings (loss) per share attributable to Quorum Health Corporation stockholders: Basic and diluted $ 0.22 $ 0.05 $ (0.20 ) $ (0.02 ) Weighted-average common shares outstanding: Basic and diluted 28,412,054 28,412,054 28,412,054 28,412,054 Net income (loss) for the second and fourth quarters in the year ended December 31, 2016 included the impact of impairment recorded for long-lived assets and goodwill. See Note 3 — Impairment of Long-lived Assets and Goodwill. Net income (loss) for the fourth quarter of 2016 additionally includes the impact of the change in estimate for collectability of patient accounts receivable. See Note 2 — Basis of Presentation and Significant Accounting Policies — Revenues and Accounts Receivable. |
Guarantor and Non-Guarantor Sup
Guarantor and Non-Guarantor Supplemental Information | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor and Non-Guarantor Supplemental Information | NOTE 22 — The Senior Notes are senior unsecured obligations of the Company guaranteed on a senior basis by certain of its existing and subsequently acquired or organized 100% owned domestic subsidiaries (the “Guarantors”). The Senior Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited to the release of the guarantee when a subsidiary guarantor’s capital stock is sold, or when a sale of all of the subsidiary guarantor’s assets used in operations occurs. The condensed consolidating and combining financial information for the parent issuer, Guarantors, subsidiary non-guarantors, certain eliminations and the Company is presented below for the years ended December 31, 2016, 2015 and 2014 and as of December 31, 2016 and 2015. These condensed consolidating and combining financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The accounting policies used in the preparation of this financial information are consistent with those elsewhere in these consolidated and combined financial statements of the Company, except as noted below: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating and combining balance sheets. • Due to Parent and Due from Parent are presented gross in the supplemental condensed consolidating and combining balance sheets. • Investments in consolidated subsidiaries, as well as guarantor subsidiaries’ investments in non-guarantor subsidiaries, are presented under the equity method of accounting with the related investments presented within the line items net investment in subsidiaries and other long-term liabilities in the supplemental condensed consolidating and combining balance sheets. • Income tax expense is allocated from the parent issuer to the income producing operations (other guarantors and non-guarantors) through stockholders’ equity. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes. Following the Spin-off, the Company’s intercompany activity consists primarily of daily cash transfers, the allocation of certain expenses and expenditures paid by the parent issuer on behalf of its subsidiaries, and the push down of investment in its subsidiaries. The parent issuer’s investment in its subsidiaries reflects the activity of the period beginning April 29, 2016 through December 31, 2016. Prior to the Spin-off, the Company’s intercompany activity consists primarily of cash transfers and the allocation of certain expenses among the various subsidiaries, as well as the pushdown of the Guarantors’ investment in the subsidiary non-guarantors. Due to and due from Parent activity consist of the allocation of certain expenses and expenditures paid by CHS on behalf of QHC entities. The Company’s subsidiaries generally do not purchase services from one another; thus, the intercompany and due to and due from parent activity do not represent revenue generating transactions. Intercompany transactions eliminate in consolidation. The parent issuer’s investment in its subsidiaries reflects the activity for the period following the Spin-off, beginning April 29, 2016 through December 31, 2016. Likewise, the parent issuer’s equity in earnings of unconsolidated affiliates represents the Company’s earnings for the same post-spin period. Condensed Consolidating and Combining Statements of Income (Loss) Year Ended December 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,811,586 $ 607,467 $ — $ 2,419,053 Provision for bad debts — 211,921 68,665 — 280,586 Net operating revenues — 1,599,665 538,802 — 2,138,467 Operating costs and expenses: Salaries and benefits — 715,925 341,194 — 1,057,119 Supplies — 180,098 78,541 — 258,639 Other operating expenses — 505,778 140,024 — 645,802 Depreciation and amortization — 97,318 19,970 — 117,288 Rent — 27,741 22,142 — 49,883 Electronic health records incentives earned — (8,948 ) (2,534 ) — (11,482 ) Legal, professional and settlement costs — 7,342 — — 7,342 Impairment of long-lived assets and goodwill — 242,685 49,185 — 291,870 Loss on sale of hospitals, net — — 2,150 — 2,150 Transaction costs related to the Spin-off — 4,105 1,383 — 5,488 Total operating costs and expenses — 1,772,044 652,055 — 2,424,099 Income (loss) from operations — (172,379 ) (113,253 ) — (285,632 ) Interest expense, net 78,266 32,541 2,633 — 113,440 Equity in loss (earnings) of affiliates 258,078 58,605 — (316,683 ) — Income (loss) before income taxes (336,344 ) (263,525 ) (115,886 ) 316,683 (399,072 ) Provision for (benefit from) income taxes (2,318 ) (35,576 ) (15,981 ) — (53,875 ) Net income (loss) (334,026 ) (227,949 ) (99,905 ) 316,683 (345,197 ) Less: Net income attributable to noncontrolling interests — — 2,491 — 2,491 Net income (loss) attributable to Quorum Health Corporation $ (334,026 ) $ (227,949 ) $ (102,396 ) $ 316,683 $ (347,688 ) Condensed Consolidating and Combining Statements of Income (Loss) Year Ended December 31, 2015 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,833,226 $ 612,632 $ — $ 2,445,858 Provision for bad debts — 204,968 53,552 — 258,520 Net operating revenues — 1,628,258 559,080 — 2,187,338 Operating costs and expenses: Salaries and benefits — 687,596 329,100 — 1,016,696 Supplies — 177,421 72,371 — 249,792 Other operating expenses — 507,514 126,719 — 634,233 Depreciation and amortization — 105,320 22,681 — 128,001 Rent — 27,871 20,858 — 48,729 Electronic health records incentives earned — (21,001 ) (4,778 ) — (25,779 ) Impairment of long-lived assets — 13,000 — — 13,000 Transaction costs related to the Spin-off — 12,161 4,176 — 16,337 Total operating costs and expenses — 1,509,882 571,127 — 2,081,009 Income (loss) from operations — 118,376 (12,047 ) — 106,329 Interest expense, net — 86,363 11,927 — 98,290 Equity in loss (earnings) of affiliates — (16,857 ) — 16,857 — Income (loss) before income taxes — 48,870 (23,974 ) (16,857 ) 8,039 Provision for (benefit from) income taxes — 16,904 (13,600 ) — 3,304 Net income (loss) — 31,966 (10,374 ) (16,857 ) 4,735 Less: Net income (loss) attributable to noncontrolling interests — (621 ) 4,019 — 3,398 Net income (loss) attributable to Quorum Health Corporation $ — $ 32,587 $ (14,393 ) $ (16,857 ) $ 1,337 Condensed Consolidating and Combining Statements of Income (Loss) Year Ended December 31, 2014 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,834,588 $ 575,414 $ — $ 2,410,002 Provision for bad debts — 209,705 54,797 — 264,502 Net operating revenues — 1,624,883 520,617 — 2,145,500 Operating costs and expenses: Salaries and benefits — 694,901 317,717 — 1,012,618 Supplies — 175,339 69,251 — 244,590 Other operating expenses — 492,638 127,170 — 619,808 Depreciation and amortization — 101,908 25,685 — 127,593 Rent — 28,322 19,997 — 48,319 Electronic health records incentives earned — (36,240 ) (8,420 ) — (44,660 ) Legal, professional and settlement costs — 30,374 — — 30,374 Impairment of long-lived assets — 1,000 — — 1,000 Total operating costs and expenses — 1,488,242 551,400 — 2,039,642 Income (loss) from operations — 136,641 (30,783 ) — 105,858 Interest expense, net — 82,970 9,956 — 92,926 Equity in loss (earnings) of affiliates — 130 — (130 ) — Income (loss) before income taxes — 53,541 (40,739 ) 130 12,932 Provision for (benefit from) income taxes — 21,815 (16,236 ) — 5,579 Net income (loss) — 31,726 (24,503 ) 130 7,353 Less: Net income (loss) attributable to noncontrolling interests — (2,325 ) 1,877 — (448 ) Net income (loss) attributable to Quorum Health Corporation $ — $ 34,051 $ (26,380 ) $ 130 $ 7,801 Condensed Consolidating and Combining Statements of Comprehensive Income (Loss) Year Ended December 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net income (loss) $ (334,026 ) $ (227,949 ) $ (99,905 ) $ 316,683 $ (345,197 ) Amortization and recognition of unrecognized pension cost components, net of income taxes (2,760 ) (2,760 ) — 2,760 (2,760 ) Comprehensive income (loss) (336,786 ) (230,709 ) (99,905 ) 319,443 (347,957 ) Less: Comprehensive income attributable to noncontrolling interests — — 2,491 — 2,491 Comprehensive income (loss) attributable to Quorum Health Corporation $ (336,786 ) $ (230,709 ) $ (102,396 ) $ 319,443 $ (350,448 ) Condensed Consolidating and Combining Statements of Comprehensive Income (Loss) Year Ended December 31, 2015 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net income (loss) $ — $ 31,966 $ (10,374 ) $ (16,857 ) $ 4,735 Amortization and recognition of unrecognized pension cost components, net of income taxes — — — — — Comprehensive income (loss) — 31,966 (10,374 ) (16,857 ) 4,735 Less: Comprehensive income (loss) attributable to noncontrolling interests — (621 ) 4,019 — 3,398 Comprehensive income (loss) attributable to Quorum Health Corporation $ — $ 32,587 $ (14,393 ) $ (16,857 ) $ 1,337 Condensed Consolidating and Combining Statements of Comprehensive Income (Loss) Year Ended December 31, 2014 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net income (loss) $ — $ 31,726 $ (24,503 ) $ 130 $ 7,353 Amortization and recognition of unrecognized pension cost components, net of income taxes — — — — — Comprehensive income (loss) — 31,726 (24,503 ) 130 7,353 Less: Comprehensive income (loss) attributable to noncontrolling interests — (2,325 ) 1,877 — (448 ) Comprehensive income (loss) attributable to Quorum Health Corporation $ — $ 34,051 $ (26,380 ) $ 130 $ 7,801 Condensed Consolidating and Combining Balance Sheets December 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 21,609 $ 3,498 $ 348 $ — $ 25,455 Patient accounts receivable, net of allowance for doubtful accounts — 277,155 103,530 — 380,685 Inventories — 46,318 11,806 — 58,124 Prepaid expenses — 17,874 5,154 — 23,028 Due from third-party payors — 109,793 6,442 — 116,235 Current assets of hospitals held for sale — 1,502 — — 1,502 Other current assets — 41,673 16,269 — 57,942 Total current assets 21,609 497,813 143,549 — 662,971 Intercompany receivable 3 126,035 84,827 (210,865 ) — Property and equipment, net — 624,457 109,443 — 733,900 Goodwill — 252,433 164,400 — 416,833 Intangible assets, net — 73,404 11,578 — 84,982 Long-term assets of hospitals held for sale — 6,851 — — 6,851 Other long-term assets — 72,967 15,866 — 88,833 Net investment in subsidiaries 1,485,213 — — (1,485,213 ) — Total assets $ 1,506,825 $ 1,653,960 $ 529,663 $ (1,696,078 ) $ 1,994,370 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ 3,819 $ 1,560 $ 304 $ — $ 5,683 Accounts payable 158 147,521 22,005 — 169,684 Accrued liabilities: Accrued salaries and benefits — 69,896 28,907 — 98,803 Accrued interest 19,915 — — — 19,915 Due to third-party payors — 40,595 1,942 — 42,537 Current liabilities of hospitals held for sale — 492 — — 492 Other current liabilities — 46,002 7,266 — 53,268 Total current liabilities 23,892 306,066 60,424 - 390,382 Long-term debt 1,215,836 24,899 407 - 1,241,142 Intercompany payable 34,495 86,084 90,286 (210,865 ) — Due to Parent, net — — — — — Deferred income tax liabilities, net 31,474 — — — 31,474 Other long-term liabilities — 144,950 22,651 (58,605 ) 108,996 Total liabilities 1,305,697 561,999 173,768 (269,470 ) 1,771,994 Redeemable noncontrolling interests — — 6,807 — 6,807 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 537,911 1,333,347 412,705 (1,746,052 ) 537,911 Accumulated other comprehensive loss (2,760 ) (2,760 ) - 2,760 (2,760 ) Accumulated deficit (334,026 ) (238,626 ) (78,058 ) 316,684 (334,026 ) Total Quorum Health Corporation stockholders' equity 201,128 1,091,961 334,647 (1,426,608 ) 201,128 Parent's equity — — — — — Nonredeemable noncontrolling interests — — 14,441 — 14,441 Total equity 201,128 1,091,961 349,088 (1,426,608 ) 215,569 Total liabilities and equity $ 1,506,825 $ 1,653,960 $ 529,663 $ (1,696,078 ) $ 1,994,370 Condensed Consolidating and Combining Balance Sheets December 31, 2015 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 524 $ 582 $ — $ 1,106 Patient accounts receivable, net of allowance for doubtful accounts — 276,003 114,887 — 390,890 Inventories — 47,117 13,425 — 60,542 Prepaid expenses — 12,209 3,821 — 16,030 Due from third-party payors — 103,185 7,621 — 110,806 Other current assets — 44,505 14,506 — 59,011 Total current assets — 483,543 154,842 — 638,385 Intercompany receivable — 1,300,893 148,847 (1,449,740 ) — Due from Parent — — 767,656 (767,656 ) — Property and equipment, net — 749,610 130,639 — 880,249 Goodwill — 376,875 164,829 — 541,704 Intangible assets, net — 108,093 21,157 — 129,250 Other long-term assets — 80,193 25,075 — 105,268 Net investment in subsidiaries — 14,775 — (14,775 ) — Total assets $ — $ 3,113,982 $ 1,413,045 $ (2,232,171 ) $ 2,294,856 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 7,572 $ 343 $ — $ 7,915 Accounts payable — 116,495 21,988 — 138,483 Accrued liabilities: Accrued salaries and benefits — 57,697 24,923 — 82,620 Due to third-party payors — 25,248 4,855 — 30,103 Other current liabilities — 39,901 5,354 — 45,255 Total current liabilities — 246,913 57,463 — 304,376 Long-term debt — 14,820 680 — 15,500 Intercompany payable — 148,851 1,300,889 (1,449,740 ) — Due to Parent — 2,583,339 — (782,431 ) 1,800,908 Deferred income tax liabilities, net — 37,290 3,740 — 41,030 Other long-term liabilities — 82,769 25,372 — 108,141 Total liabilities — 3,113,982 1,388,144 (2,232,171 ) 2,269,955 Redeemable noncontrolling interests — — 8,958 — 8,958 Equity: Parent's equity — — 3,184 — 3,184 Nonredeemable noncontrolling interests — — 12,759 — 12,759 Total equity — — 15,943 — 15,943 Total liabilities and equity $ — $ 3,113,982 $ 1,413,045 $ (2,232,171 ) $ 2,294,856 Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (66,266 ) $ 173,382 $ (26,030 ) $ — $ 81,086 Cash flows from investing activities: Capital expenditures for property and equipment — (73,327 ) (6,593 ) — (79,920 ) Capital expenditures for software — (3,854 ) (3,415 ) — (7,269 ) Acquisitions, net of cash acquired — (549 ) (236 ) — (785 ) Proceeds from the sale of hospitals — — 13,746 — 13,746 Proceeds from asset sales — 1,498 (416 ) — 1,082 Changes in intercompany balances with affiliates, net — (116,674 ) — 116,674 — Net cash provided by (used in) investing activities — (192,906 ) 3,086 116,674 (73,146 ) Cash flows from financing activities: Borrowings of long-term debt 1,255,464 740 77 — 1,256,281 Repayments of long-term debt (11,581 ) (3,025 ) (616 ) — (15,222 ) Increase in Due to Parent, net — 24,796 — — 24,796 Increase (decrease) in receivables facility, net — — — — — Payments of debt issuance costs (29,146 ) — — — (29,146 ) Cash paid to Parent related to the Spin-off (1,217,336 ) — — — (1,217,336 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (13 ) — — (13 ) Cash distributions to noncontrolling investors — — (2,850 ) — (2,850 ) Purchases of shares from noncontrolling investors — — (101 ) — (101 ) Changes in intercompany balances with affiliates, net 90,474 — 26,200 (116,674 ) — Net cash provided by (used in) financing activities 87,875 22,498 22,710 (116,674 ) 16,409 Net change in cash and cash equivalents 21,609 2,974 (234 ) — 24,349 Cash and cash equivalents at beginning of period — 524 582 — 1,106 Cash and cash equivalents at end of period $ 21,609 $ 3,498 $ 348 $ — $ 25,455 Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2015 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 87,313 $ (44,424 ) $ — $ 42,889 Cash flows from investing activities: Capital expenditures for property and equipment — (37,321 ) (22,134 ) — (59,455 ) Capital expenditures for software — (6,935 ) (1,910 ) — (8,845 ) Acquisitions, net of cash acquired — (3,467 ) (4,552 ) — (8,019 ) Proceeds from asset sales — 3,114 — — 3,114 Other investing activities — (1,416 ) (3,971 ) — (5,387 ) Net cash used in investing activities — (46,025 ) (32,567 ) — (78,592 ) Cash flows from financing activities: Borrowings of long-term debt — 217 155 — 372 Repayments of long-term debt — (1,043 ) (520 ) — (1,563 ) Increase in Due to Parent, net — 152,971 109,804 — 262,775 Increase (decrease) in receivables facility, net — (194,835 ) (29,939 ) — (224,774 ) Cash distributions to noncontrolling investors — — (1,623 ) — (1,623 ) Purchases of shares from noncontrolling investors — (526 ) (411 ) — (937 ) Net cash provided by (used in) financing activities — (43,216 ) 77,466 — 34,250 Net change in cash and cash equivalents — (1,928 ) 475 — (1,453 ) Cash and cash equivalents at beginning of period — 2,452 107 — 2,559 Cash and cash equivalents at end of period $ — $ 524 $ 582 $ — $ 1,106 Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2014 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by operating activities $ — $ 38,689 $ 4,355 $ — $ 43,044 Cash flows from investing activities: Capital expenditures for property and equipment — (50,985 ) (18,081 ) — (69,066 ) Capital expenditures for software — (52,044 ) (9,010 ) — (61,054 ) Acquisitions, net of cash acquired — (31,411 ) (110,583 ) — (141,994 ) Proceeds from asset sales — (112 ) 370 — 258 Other investing activities — 514 (756 ) — (242 ) Net cash used in investing activities — (134,038 ) (138,060 ) — (272,098 ) Cash flows from financing activities: Borrowings of long-term debt — 60 50 — 110 Repayments of long-term debt — (1,265 ) (366 ) — (1,631 ) Increase in Due to Parent, net — (11,928 ) 123,614 — 111,686 Increase (decrease) in receivables facility, net — 110,142 11,922 — 122,064 Cash distributions to noncontrolling investors — — (1,489 ) — (1,489 ) Net cash provided by financing activities — 97,009 133,731 — 230,740 Net change in cash and cash equivalents — 1,660 26 — 1,686 Cash and cash equivalents at beginning of period — 792 81 — 873 Cash and cash equivalents at end of period $ — $ 2,452 $ 107 $ — $ 2,559 |
Basis of Presentation and Sig30
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation (Policies) | Basis of Presentation The consolidated and combined financial statements and accompanying notes of the Company presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”). In the opinion of the Company’s management, the consolidated and combined financial information presented herein includes all adjustments necessary to present fairly the results of operations, financial position and cash flows of the Company for the periods presented. Prior to its separation from CHS on April 29, 2016, QHC did not operate as a separate company and stand-alone financial statements were not historically prepared; however, QHC was comprised of certain stand-alone legal entities for which discrete financial information was available under CHS’ ownership. The accompanying consolidated and combined financial statements include amounts and disclosures for QHC that have been derived from the consolidated financial statements and accounting records of CHS for the periods prior to the Spin-off in combination with the amounts and disclosures related to the stand-alone financial statements and accounting records of QHC after the Spin-off. The accompanying consolidated and combined financial statements may not necessarily be indicative of the results of operations, financial position and cash flows of QHC in the future or those that would have occurred had the Company operated on a stand-alone basis during the entirety of the periods presented herein. See Note 18 — Related Party Transactions for additional information on the carve-out of financial information from CHS. The Company’s financial statements have been prepared under the assumption that it will continue as a going concern. The Company has limited stand-alone operating history and has experienced net losses in each of the quarters in 2016 subsequent to the Spin-off from CHS. On December 31, 2016, the Company adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements — Going Concern, which requires management to evaluate if there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern. As a result of adopting ASU No. 2014-15, management was required to evaluate the Company’s ability to comply with the Secured Net Leverage Ratio under its Senior Credit Facility for one year following the issuance of the financial statements for the year ended December 31, 2016 (“2016 Financial Statements”). Although the Company was in compliance with its financial covenants as of December 31, 2016, the new standard requires management to base its evaluation about the ability to continue to comply with those covenants on results and events considered “probable” of occurring considering historical results, implemented plans, and executed agreements as of the date the financial statements are issued. In light of (i) the Company’s historical net operating results; (ii) delays in the approval by Centers for Medicare and Medicaid Services (“CMS”) of the California Hospital Quality Assurance Fee program for the 2017 to 2019 program period, which impacts the Company due to the inability to recognize any earned revenues until CMS approval of the program has been issued; and (iii) the amount of net operating losses from hospitals the Company intends to divest, management amended certain provisions of the Senior Credit Facility. On April 11, 2017, the Company executed the CS Amendment to amend its Senior Credit Facility to, among other things, raise the maximum Secured Net Leverage Ratio (as defined in the CS Agreement) to 4.75x from 4.25x for the period July 1, 2017 to December 31, 2018 (which was previously 4.25x for the period July 1, 2017 to June 30, 2018), at which point it drops to 4.00x for the remainder of the agreement. The CS Amendment also provides for additional Consolidated EBITDA add backs under the covenant calculation for certain items. For additional information related to the CS Amendment, see Note 7 — Long-term Debt below. Management has concluded that the CS Amendment alleviates any substantial doubt about its ability to continue as a going concern for the one year period following the issuance of its 2016 Financial Statements. For all defined terms related to the Company’s Senior Credit Facility and ABL Credit Facility, see Note 7 — Long-term Debt. |
Principles of Consolidation and Combination (Policies) | Principles of Consolidation and Combination The consolidated and combined financial statements include the accounts of the Company and its subsidiaries in which it holds either a direct or indirect ownership of a majority voting interest. Investments in less-than-wholly-owned consolidated subsidiaries of QHC are presented separately in the equity component of the Company’s consolidated and combined balance sheets to distinguish between the interests of QHC and the interests of the noncontrolling investors. Revenues and expenses from these subsidiaries are included in the respective individual line items of the Company’s consolidated and combined statements of income, and net income is presented both in total and separately to distinguish the amounts attributable to the Company and the amounts attributable to the interests of the noncontrolling investors. Noncontrolling interests that are redeemable, or may become redeemable at a fixed or determinable price at the option of the holder or upon the occurrence of an event outside of the control of the Company, are presented in mezzanine equity in the consolidated and combined balance sheets. Intercompany transactions and accounts of the Company are eliminated in consolidation. Additionally, all significant transactions with CHS that occurred prior to the Spin-off have been included in the consolidated and combined balance sheets within Due to Parent, net. This liability to CHS was settled in the Spin-off. |
Reclassifications (Policies) | Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation as follows: Beginning in 2016, the Company reclassified and separately presented certain items in its consolidated and combined statements of cash flows. Specifically, changes in self-insurance reserves related to employee health, professional and general liability and workers’ compensation liability were reclassified to changes in reserves for self-insurance claims, net of payments, and changes in reserves for legal, professional and settlement costs were reclassified to changes in reserves for legal, professional and settlement costs, net of payments. The Company believes the current presentation more accurately distinguishes the changes in these liabilities from changes in operating assets and liabilities considered to be part of its normal business operations. Both items are included in cash flows from operating activities. Beginning in 2016, the Company began classifying third-party final cost report settlement receivables and state supplemental payment program receivables as amounts due from and due to third-party payors on its consolidated and combined balance sheets. Third-party final cost report settlement receivables were previously classified as other current assets, and the cost report settlement liabilities were previously classified as other current liabilities. Accounts receivable from state supplemental payment programs were previously classified as patient accounts receivable, and the amounts owed related to these programs were previously classified as other current liabilities. The Company believes the current presentation helps distinguish between amounts due to the Company related to a specific patient service and amounts due from or owed by the Company related to cost reports and state supplemental payment programs. Beginning in 2016, the Company began classifying intangible assets as a separate line item on its consolidated and combined balance sheets. Previously, intangible assets were included as a component of other long-term assets. The Company believes the current presentation helps distinguish the significant portion of other long-term assets that are comprised of intangible assets. Beginning in 2016, the Company began classifying equity in earnings of unconsolidated subsidiaries as other operating expenses in its consolidated and combined statements of income. Previously, these amounts were classified as non-operating income. These amounts are immaterial to the Company. This change in classification has no effect on the Company’s net income or cash flows included in previously issued consolidated and combined financial statements. |
Use of Estimates (Policies) | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and accompanying notes. Actual results could differ from those estimates under different assumptions or conditions. |
Revenue Recognition (Policies) | Revenue Recognition The Company recognizes revenues from patient services at its hospitals and affiliated facilities in the period services are performed and reports these revenues at the net realizable amount expected to be collected from patients and third-party payors. Billings and collections are outsourced to CHS under the transition services agreements that were entered into in connection with the Spin-off. See Note 18 — Related Party Transactions for additional information on these agreements. The amounts that are collected for patient services are generally less than established billing rates, or standard billing charges, due to contractual agreements with third-party payors, governmental programs that require reduced billing rates, discounts offered as incentives for payment, and a portion related to bad debts. The Company recognizes revenues related to its QHR business when management advisory and consulting services are provided and reports these revenues at the net realizable amount expected to be collected from the non-affiliated hospital clients. As of December 31, 2016, the Company recorded a change in estimate of $22.8 million to reduce the net realizable value of its patient accounts receivable, which impacted both contractual allowances and the provision for bad debts in the consolidated and combined statements of income for the year ended December 31, 2016. The portion of this change in estimate that impacted contractual allowances was $11.4 million and related to increasing delays associated with collections on accounts receivable under the Illinois Medicaid program. The remainder of the change in estimate, also $11.4 million, impacted the provision for bad debts and related to the Company’s assessment of the collectability of managed care and commercial accounts receivable aged greater than one year based on a review of historical cash collections for these accounts. Payor Sources The primary sources of payment for patient healthcare services are third-party payors, including federal and state agencies administering the Medicare and Medicaid programs, other governmental agencies, managed care health plans, commercial insurance companies, workers’ compensation carriers and employers. Self-pay revenues are the portion of patient service revenues derived from patients who do not have health insurance coverage and the patient responsibility portion of services that are not covered by health insurance plans. Non-patient revenues primarily include revenues from QHR’s hospital management advisory and consulting services business, rental income and hospital cafeteria sales. The table above includes an $11.4 million change in estimate the Company recorded as of December 31, 2016 to reduce the net realizable value of patient accounts receivable due to increasing delays associated with collections on accounts receivable under the Illinois Medicaid program, as described above. This portion of the change in estimate impacted contractual allowances associated with Medicaid revenues. Beginning in 2016, the Company began classifying its revenues related to Medicare Advantage Plans as Medicare revenues. As a result, the Company retroactively reclassified these amounts from managed care and commercial revenues to Medicare revenues for all periods presented in the table above. For the years ended December 31, 2016, 2015 and 2014, Medicare revenues related to Medicare Advantage Programs were $170.4 million, $146.9 million and $133.0 million, respectively. Revenues from Medicaid managed care programs are included in Medicaid revenues in the table above, which is consistent with the presentation in all prior periods. Contractual Allowances and Discounts The net realizable amount of patient service revenues due from third-party payors is subject to complexities and interpretations of payor-specific contractual agreements and governmental regulations that are frequently changing. The Medicare and Medicaid programs, which represent a large portion of the Company’s operating revenues, are highly complex programs to administer and are subject to interpretation of federal and state-specific reimbursement rates, new legislation and final cost report settlements. Contractual allowances, or differences in standard billing rates and the payments derived from contractual terms with governmental and non-governmental third-party payors, are recorded based on management’s best estimates in the period in which services are performed and a payment methodology is established with the patient. Recorded estimates for past contractual allowances are subject to change, in large part, due to ongoing contract negotiations and regulation changes, which are typical in the U.S. healthcare industry. Revisions to estimates are recorded as contractual allowance adjustments in the periods in which they become known and may be subject to further revisions. Self-pay and other payor discounts are incentives offered to uninsured or underinsured payors to reduce their costs of healthcare services with the purpose of maximizing the Company’s collection efforts. Third-Party Program Reimbursements Cost report settlements under reimbursement programs with Medicare, Medicaid and other managed care plans are estimated and recorded in the period the related services are performed and are adjusted in future periods, as needed, until the final cost report settlements are determined. ontractual allowance adjustments related to previous program reimbursements and final cost report settlements favorably (unfavorably) impacted net operating revenues by $(5.8) million, $(15.1) million and $9.2 million, respectively. Currently, several states utilize supplemental payment programs, including disproportionate share programs, for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from CMS and are funded with a combination of federal and state resources, including, in certain instances, taxes, fees or other program expenses (collectively, “provider taxes”) levied on the providers. Similar programs are also currently being considered by other states. These amounts are included in due from and due to third-party payors in the consolidated and combined balance sheets. Previously, amounts due from third-party payors related to these programs were included in patient accounts receivable, and the provider taxes owed were included in other current liabilities in the consolidated and combined balance sheets. After a state supplemental payment program is approved and fully authorized by the appropriate state legislative or governmental agency, the Company recognizes revenue and related expenses based on the terms of the program in the period in which amounts are estimable and revenue collection is reasonably assured. The revenues earned by the Company under these programs are included in net operating revenues and the expenses associated with these programs are included in other operating expenses in the consolidated and combined statements of income. Charity Care In the ordinary course of business, the Company provides services to patients who are financially unable to pay for hospital care. The related charges for those patients who are financially unable to pay that otherwise do not qualify for reimbursement from a governmental program are classified as charity care. The Company determines amounts that qualify for charity care primarily based on the patient’s household income relative to the poverty level guidelines established by the federal government. The Company’s policy is to not pursue collections for such amounts; therefore, the related charges are recorded in operating revenues at the standard billing rates and fully offset in contractual allowances. The gross amounts of charity care revenues were $34.6 million, $30.4 million and $51.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. The estimated cost of providing charity care services is determined using a ratio of cost to gross charges and applying this ratio to the gross charges associated with providing care to charity patients for the period. The estimated cost of providing charity care services was $5.7 million, $5.0 million and $9.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. To the extent the Company receives reimbursement from any of the various governmental assistance programs to subsidize its care of indigent patients, the Company excludes the charges for such patients from the cost of care provided under its charity care program. |
Accounts Receivable and Allowance for Doubtful Accounts (Policies) | Accounts Receivable and Allowance for Doubtful Accounts Substantially all of the Company’s receivables are related to providing healthcare services to patients at its hospitals and affiliated businesses. Beginning in 2016, the Company began classifying receivables related to state supplemental payment programs as due from and due to third-party payors in the consolidated and combined balance sheets. Previously, these amounts were classified as patient accounts receivable. The net amounts reclassified were $83.2 million and $68.0 million as of December 31, 2016 and 2015, respectively. See the Reclassifications accounting policy above for additional information on reclassification adjustments made by the Company. Accounts receivable are reduced by an allowance for amounts that could become uncollectible in the future. The Company estimates the allowance for doubtful accounts by reserving a percentage of all self-pay accounts receivable without regard to aging category. The allowance percentage is based on a model that considers historical write-off activity and is adjusted for expected recoveries and any anticipated changes in trends. The Company’s ability to estimate the allowance for doubtful accounts is not significantly impacted by the aging of accounts receivable, as management believes that substantially all of the risk exists at the point in time such accounts are identified as self-pay. For insured receivables, which are the non-self-pay receivables, the Company estimates the allowance for doubtful accounts based on a model that considers the uncontractualized portion of all accounts aging over 365 days from the date of patient discharge, reduced by an estimate of recoveries. As of December 31, 2016, the Company recorded a change in estimate of $22.8 million to reduce the net realizable value of its patient accounts receivable. The portion of this change in estimate that impacted contractual allowances was previously discussed. The remainder of the change in estimate was $11.4 million, which impacted the provision for bad debts in the consolidated and combined statements of income. This change in estimate related to an assessment of the collectability of the Company’s managed care and commercial accounts receivable aged greater than one year and was based on the Company’s review of historical cash collections for these accounts. Collections are impacted by the economic ability of patients to pay, the effectiveness of CHS’ billing and collection efforts, including their current policies on collections, and the ability of the Company to further attempt collection efforts. Billings and collections are outsourced to CHS under the transition services agreements that were established with the Spin-off. See Note 18 — Related Party Transactions for additional information on these agreements. Significant changes in payor mix, centralized business office operations, economic conditions, or trends in federal and state governmental healthcare coverage, among others, could affect the Company’s estimates of accounts receivable collectability. The Company also continually reviews its overall allowance adequacy by monitoring historical cash collections as a percentage of trailing net operating revenues after the provision for bad debts, as well as by analyzing current period net operating revenues and admissions by payor classification, aged accounts receivable by payor, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables, and the impact of recent acquisitions and dispositions. |
Concentration of Credit Risk (Policies) | Concentration of Credit Risk The Company grants unsecured credit to its patients, most of whom reside in the service area of the Company’s hospitals and affiliated facilities and are insured under third-party payor agreements. Because of the economic diversity of the Company’s markets and non-governmental third-party payors, Medicare represents a significant concentration of credit risk from payors. Accounts receivable, net of contractual allowances, from Medicare were $72.6 million and $67.7 million, or 9.8% and 9.2% of total patient accounts receivable, net, as of December 31, 2016 and 2015, respectively. Additionally, due to budget problems in the state of Illinois, the Company believes Illinois Medicaid represents a concentration of credit risk. The Company’s accounts receivable, net of contractual allowances, from Illinois Medicaid were $34.8 million and $36.4 million, or 4.7% and 4.9% of total patient accounts receivable, net, as of December 31, 2016 and 2015, respectively. The Company’s revenues are particularly sensitive to regulatory and economic changes in certain states where the Company generates significant revenues. Accordingly, any changes in the current demographic, economic, competitive or regulatory conditions in certain states in which revenues are significant could have an adverse effect on the Company’s results of operations, financial position or cash flows. Changes to the Medicaid and other government-managed payor programs in these states, including reductions in reimbursement rates or delays in reimbursement payments under state supplemental payment or other programs, could also have a similar adverse effect. |
Other Operating Expenses (Policies) | Other Operating Expenses Following the Spin-off, the Company began recording costs associated with the transition services agreements and other ancillary agreements with CHS in accordance with the terms of these agreements. These costs, which primarily include the costs of providing information technology, patient billing and collections and payroll services, are included in “Transition services agreements and allocations from Parent” in the table above. Amounts allocated to the Company by CHS for periods prior to the Spin-off are also included in “Transition services agreements and allocations from Parent” in the table above. Prior to the Spin-off, QHC recorded a monthly corporate management fee from CHS that represented a portion of CHS’ corporate office costs, and this fee was included in other operating expenses. Following the Spin-off, the costs for corporate office functions are primarily included in salaries and benefits expenses in the consolidated and combined statements of income. See Note 18 — Related Party Transactions for additional information on the allocated costs from CHS. |
General and Administrative Costs (Policies) | General and Administrative Costs Substantially all of the Company’s operating costs and expenses are “cost of revenues” items. Operating expenses that could be classified as general and administrative by the Company are costs related to corporate office functions, including, but not limited to tax, treasury, audit, risk management, legal, investor relations and human resources. These costs are primarily salaries and benefits expenses associated with these corporate office functions. General and administrative costs of the Company were $55.2 million, $43.5 million and $49.7 million during the years ended December 31, 2016, 2015 and 2014, respectively. Prior to the Spin-off, the majority of these costs were allocations from CHS. See Note 18 — Related Party Transactions for additional information on the allocated costs from CHS. |
Electronic Health Records Incentives Earned (Policies) | Electronic Health Records Incentives Earned Pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH”), the Company is eligible to receive incentive payments under the Medicare and Medicaid programs for its eligible hospitals and physician clinics that demonstrate meaningful use of certified Electronic Health Records (“EHR”) technology. Each of the Company’s eligible hospitals and physician clinics has completed the initial adoption phase of EHR implementation and is currently in the process of implementing the remaining two phases. EHR incentive payments are subject to audit and potential recoupment if it is determined that the applicable meaningful use standards were not met. EHR incentive payments are also subject to retrospective adjustment because the cost report data upon which the incentive payments are based are further subject to audit. The Company utilizes a gain contingency model to recognize EHR incentive payments. When the recognition criteria have been fully met, the Company recognizes the income from EHR incentives payments as a part of operating costs and expenses in the consolidated and combined statements of income. Medicaid EHR incentive payments are calculated based on prior period Medicare cost report information available at the time when eligible hospitals demonstrate meaningful use of certified EHR technology. Medicare EHR incentive payments are calculated when eligible hospitals demonstrate meaningful use of certified EHR technology and the information for the applicable full Medicare cost report year used to determine the final incentive payment is available. In some instances, the Company may receive estimated Medicare EHR incentive payments prior to when the Medicare cost report information used to determine the final incentive payment is available. In these instances, recognition of the income from EHR incentive payments is deferred until all recognition criteria are met. The Company recognizes r eceivables for EHR incentive payments that have been earned, but are uncollected at period end, as other current assets in the consolidated and combined balance sheets. The receivables are adjusted for any known audit or retrospective adjustments related to prior periods. Deferred revenue from EHR incentive payments is recorded in other current liabilities in the consolidated and combined balance sheets. The Company incurs both capital expenditures and operating expenses in connection with the implementation of EHR technology initiatives. The amounts and timing of these expenditures does not directly correlate with the timing of the Company’s receipt or recognition of EHR incentive payments as earned. As the Company completes its full implementation of certified EHR technology in accordance with all three phases of the program, its EHR incentive payments will decline and ultimately end. |
Legal, Professional and Settlement Costs (Policies) | Legal, Professional and Settlement Costs Legal, professional and settlement costs in the consolidated and combined statements of income primarily includes legal costs and related settlements, if any, related to regulatory claims, government investigations into reimbursement payments and claims associated with QHR’s hospital management contracts. Professional costs include legal costs for investigations, data gathering and analysis associated with investigation projects approved by the Company’s Board of Directors (the “Board”). |
Loss on Sale of Hospitals, Net (Policies) | Loss on Sale of Hospitals, Net Loss on sale of hospitals, net is the loss incurred by the Company related to its divestiture of certain hospitals and other ancillary facilities. It is calculated as the difference between the cash received from the sale and the carrying value of the associated net assets at the date of sale, less certain incremental direct selling costs. |
Transaction Costs Related to the Spin-off (Policies) | Transaction Costs Related to the Spin-off Transaction costs related to the Spin-off consists of QHC’s portion of the costs to effect the Spin-off and the costs associated with forming a new company. These costs include audit, management advisory and consulting costs, investment advisory costs, legal expenses and other miscellaneous costs. |
Income Taxes (Policies) | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in provision for (benefit from) income taxes in the period that includes the enactment date. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income. To the extent the Company believes that recovery is not likely, a valuation allowance is established. To the extent the Company establishes a valuation allowance or increases this allowance, the related expense is included in the provision for income taxes in the consolidated and combined statements of income. The Company classifies interest and penalties, if any, related to its tax positions as a component of income tax expense. See Note 12 — Income Taxes for information on the separate return method of accounting for income taxes that was used by the Company during the carve-out period and the impact of the consummation of the Spin-off on income taxes. |
Comprehensive Income (Loss) (Policies) | Comprehensive Income (Loss) The Company’s other comprehensive income (loss) consist of pension costs related to an acquired defined benefit pension plan at one of its hospitals and a supplemental employee retirement plan. |
Cash and Cash Equivalents (Policies) | Cash and Cash Equivalents Cash includes cash on hand and cash with banks. Cash equivalents are short-term, highly liquid investments with a maturity of three months or less from the date acquired that are subject to an insignificant risk of change in value. |
Inventories (Policies) | Inventories Inventories, primarily consisting of medical supplies and drugs, are stated at the lower of cost or market on a first-in, first-out basis. |
Property and Equipment (Policies) | Property and Equipment Purchases of property and equipment are recorded at cost. Property and equipment acquired in a business combination are recorded at estimated fair value. Routine maintenance and repairs are expensed as incurred. Expenditures that increase capacities or extend useful lives are capitalized. The Company capitalizes interest related to financing of major capital additions with the respective asset. Depreciation is recognized using the straight-line method over the estimated useful life of an asset. The Company depreciates land improvements over 3 to 20 years, buildings and improvements over 5 to 40 years, and equipment and fixtures over 3 to 18 years. The Company also leases certain facilities and equipment under capital lease obligations. These assets are amortized on a straight-line basis over the lesser of the lease term or the remaining useful life of the asset. Property and equipment assets that are held for sale are not depreciated. |
Goodwill (Policies) | Goodwill The Company’s hospital operations and QHR’s hospital management advisory and consulting services operations meet the criteria to be classified as reporting units for goodwill. Goodwill was initially determined for QHC’s hospital operations reporting unit based on a relative fair value approach as of September 30, 2013 (CHS’ goodwill impairment testing date). Additional goodwill was allocated on a similar basis for four hospitals acquired by CHS in 2014 that were included in the group of hospitals spun-off to QHC. For the QHR reporting unit, goodwill was allocated based on the amount recorded by CHS at the time of its acquisition in 2007. All subsequent goodwill generated from hospital, physician practice or other ancillary business acquisitions is recorded at fair value at the time of acquisition. |
Intangible Assets (Policies) | Intangible Assets The Company’s intangible assets primarily consist of purchase and development costs of software for internal use and contract-based intangible assets, including physician guarantee contracts, medical licenses, hospital management contracts, non-compete agreements and certificates of need. There are no expected residual values related to the Company’s intangible assets. Capitalized software costs are generally amortized over three years, except for software costs for significant system conversions, which are amortized over 8 to 10 years. Capitalized software costs that are in the development stage are not amortized until the related projects are complete. Assets for physician guarantee contracts, hospital management contracts, non-compete agreements and certificates of need are amortized over the life of the individual contracts. Intangible assets held for sale are not amortized. The Company may, in the future, elect to incur costs to renew or extend the useful lives of certain of its intangible assets. Costs incurred to extend the useful life of capitalized software would be recognized as an intangible asset and amortized over the anticipated extension period. Costs incurred to renew certain contract-based intangibles, such as hospital management contracts and certificates of need, would be recognized as intangible assets and amortized over the respective renewed contract periods. The Company does not expect to extend or renew any of its physician guarantee contracts or non-compete agreements. |
Impairment of Long-Lived Assets and Goodwill (Policies) | Impairment of Long-Lived Assets and Goodwill Whenever an event occurs or changes in circumstances indicate that the carrying values of certain long-lived assets may be impaired, the Company projects the undiscounted cash flows expected to be generated by these assets. If the projections indicate that the carrying values are not expected to be recovered, such amounts are reduced to their estimated fair value based on a quoted market price, if available, or an estimated fair value based on valuation techniques available in the circumstances. Goodwill arising from business combinations is not amortized. Goodwill is evaluated for impairment at the same time every year and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. There is a two-step method for determining goodwill impairment. Step one is to compare the fair value of the reporting unit with the unit’s carrying amount, including goodwill. If this test indicates the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit’s goodwill with the carrying value of the reporting unit’s goodwill. The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. The fair value of the related reporting units is estimated using both a discounted cash flow model as well as a multiple model based on earnings before interest, taxes, depreciation and amortization. The cash flow forecasts are adjusted by an appropriate discount rate based on the Company’s best estimate of a market participant’s weighted-average cost of capital. Both models are based on the Company’s best estimate of future revenues and operating costs and are reconciled to the Company’s consolidated market capitalization, with consideration of the amount a potential acquirer would be required to pay, in the form of a control premium, in order to gain sufficient ownership to set policies, direct operations and control management decisions of the Company. See Note 3 — Impairment of Long-Lived Assets and Goodwill for additional information related to impairment charges recorded in the consolidated and combined statements of income for the years ended December 31, 2016, 2015 and 2014. |
Workers' Compensation and Professional and General Liability Insurance Reserves (Policies) | Workers’ Compensation and As part of the business of owning and operating hospitals, the Company is subject to legal actions alleging liability on its part. To mitigate a portion of this risk, the Company maintains insurance exceeding a self-insured retention level for these types of claims. The Company’s self-insurance reserves reflect the current estimate of all outstanding losses, including incurred but not reported losses, based on actuarial calculations as of period end. The loss estimates included in the actuarial calculations may change in the future based on updated facts and circumstances. The Company’s insurance expense includes the actuarially determined estimate of losses for the current year, including claims incurred but not reported, the change in the estimate of losses for prior years based upon actual claims development experience as compared to prior actuarial projections, the insurance premiums for losses in excess of the Company’s self-insured retention levels, the administrative costs of the insurance programs, and interest expense related to the discounted portion of the liability. The Company’s reserves for workers’ compensation and professional and general liability claims are based on semi-annual actuarial calculations, which are discounted to present value and consider historical claims data, demographic factors, severity factors and other actuarial assumptions. The reserves for self-insured claims are discounted based on the Company’s risk-free interest rate that corresponds to the period when the self-insured claims are incurred and projected to be paid. See Note 19 — Commitments and Contingencies for information related to the portion of the Company’s insurance reserves for workers’ compensation liability and professional and general liability that are indemnified by CHS and the related accounting treatment and presentation in the consolidated and combined balance sheets. Self-Insured Employee Health Benefits The Company is self-insured for substantially all of the medical benefits of its employees. The Company maintains a liability for its current estimate of incurred but not reported employee health claims based on historical claims data provided by third-party administrators. The undiscounted reserve for self-insured employee health benefits was $11.0 million as of December 31, 2016 and is included in accrued salaries and benefits in the consolidated and combined balance sheets. Expense each period is based on the actual claims received during the period plus any adjustment to the liability. Prior to the Spin-off, QHC was allocated employee health expense as part of the monthly corporate overhead charges from CHS. The allocation was determined based on claims made by QHC employees during the period plus an estimate for the change in liability related to QHC employee health claims incurred but not reported. The liability was included in Due to Parent, net in the consolidated and combined balance sheets, as the related employee health insurance policy was owned by CHS. Employee health expense is included in salaries and benefits expenses in the consolidated and combined statements of income for all periods. See Note 18 — Related Party Transactions for additional information on corporate overhead costs from CHS prior to the Spin-off. |
Debt Issuance Costs and Discounts (Policies) | Debt Issuance Costs and Discounts On January 1, 2016, the Company adopted Accounting Standards Update 2015-03, which requires the presentation of debt issuance costs as a reduction of the debt liability on the balance sheet, consistent with the accounting for debt discounts. Amortization of debt issuance costs and debt discounts are each recorded as non-cash interest expense over the life of the respective debt instrument. The Company incurred no debt issuance costs in periods prior to its adoption of this standard; as such, no prior period reclassifications were necessary to conform to the current presentation. |
Due to Parent, Net (Policies) | Due to Parent, Net Prior to the Spin-off, Due to Parent, net, in the consolidated and combined balance sheets represented the Company’s liability to CHS for the accumulation of (1) CHS’ historical investment in QHC, (2) liabilities related to the cost allocations from CHS to QHC, (3) interest charged by CHS on the monthly outstanding Due to Parent, net balance, (4) the net effect of transactions between CHS and QHC, and (5) the net effect of cash transfers from QHC to CHS under CHS’ centralized cash management program. In connection with the Spin-off, certain liabilities were transferred through Due to Parent, net to the Company, pursuant to the Separation and Distribution Agreement, and the remaining balance was settled with cash and in the form of a non-cash capital contribution to the Company. See Note 1 — Description of the Business and Spin-off and Note 18 — Related Party Transactions for additional information on the Spin-off and related party transactions with CHS. |
Noncontrolling Interests and Redeemable Noncontrolling Interests (Policies) | Noncontrolling Interests and Redeemable Noncontrolling Interests The Company’s consolidated and combined financial statements include all assets, liabilities, revenues and expenses of less than 100% owned entities that it controls. Certain of the Company’s consolidated subsidiaries have noncontrolling physician ownership interests with redemption features that require the Company to deliver cash upon the occurrence of certain events outside its control, such as the retirement, death, or disability of a physician-owner. The carrying amount of redeemable noncontrolling interests is recorded in the consolidated and combined balance sheets at the greater of: (1) the initial carrying amount, increased or decreased for the noncontrolling interests' share of cumulative net income (loss), net of cumulative amounts distributed, if any, or (2) the redemption value. |
Assets and Liabilities of Hospitals Held for Sale (Policies) | Assets and Liabilities of Hospitals Held for Sale The Company reports separately from other assets on the consolidated and combined balance sheets those assets that meet the criteria for classification as held for sale. Generally, assets that meet the criteria include those for which the carrying amount will be settled principally through a sale transaction rather than through continuing use. The asset must be available for immediate sale in its present condition, subject to usual or customary terms, and the sale must be probable to occur in the next 12 months. Similarly, the liabilities of a disposal group are classified as held for sale upon meeting these criteria. Immediately following classification as held for sale, the Company remeasures these assets and liabilities and adjusts the value to the lesser of the carrying amount or fair value less costs to sell. The assets and liabilities classified as held for sale are no longer depreciated or amortized into expense. The carrying values of assets classified as held for sale are reported net of impairment charges in the consolidated and combined balance sheet as of December 31, 2016. See Note 3 — Impairment of Long-Lived Assets and Goodwill for additional information on impairment charges recorded during the year ended December 31, 2016. |
Stock-Based Compensation (Policies) | Stock-Based Compensation In connection with the Spin-off, the Company issued QHC restricted stock awards to all CHS restricted stock award holders as of the Record Date. Each holder of CHS restricted stock awards received one QHC restricted stock award for every four CHS restricted stock awards held. In addition, QHC employees that held CHS restricted stock awards were allowed to continue to hold the CHS awards under the same terms and conditions that existed prior to the Spin-off, excluding certain shares granted on March 1, 2016 that were canceled in connection with the Spin-off. The unrecognized compensation expense related to the vesting of the CHS restricted stock awards held by QHC employees was transferred to QHC with the Spin-off. As a result, the Company is responsible for recording stock-based compensation expense attributable to the unvested portion of CHS restricted stock awards held by QHC employees and the unvested portion of all QHC restricted stock awards held by its employees, consisting of both QHC awards issued on the Record Date and additional awards granted under the Quorum Health Corporation 2016 Stock Award Plan (the “2016 Stock Award Plan”) following the Spin-off. See Note 16 — Stock-Based Compensation for additional information related to stock-based compensation. |
Benefit Plans (Policies) | Benefit Plans Following the Spin-off, the Company maintains various benefit plans, including defined contribution plans, a defined benefit plan and deferred compensation plans, for which certain of the Company’s subsidiaries are the plan sponsors. In connection with the Spin-off, the rights and obligations of these plans were transferred from CHS to the Company, pursuant to the Separation and Distribution Agreement. Prior to the Spin-off, QHC was allocated a portion of CHS’ benefit costs under its defined contribution plans. The allocation was based on specific identification for plans associated exclusively with QHC hospitals and on QHC’s proportional share of employees covered under all other applicable plans. The expense was recorded as salaries and benefits in the consolidated and combined statements of income, and the cumulative liability for these benefit costs, which was transferred to the Company in the Spin-off, was recorded in Due to Parent, net in the consolidated and combined balance sheets. QHC recognizes the unfunded liability of its defined benefit plan in other long-term liabilities in the consolidated and combined balance sheets. Unrecognized gains (losses) and prior service credits (costs) are recorded as changes in other comprehensive income (loss). The measurement date of the plan’s assets and liabilities coincides with the Company’s year end. The Company’s pension benefit obligation is measured using actuarial calculations that incorporate discount rates, rate of compensation increases and expected long-term returns on plan assets. The calculations additionally consider expectations related to the retirement age and mortality of plan participants. The Company records pension benefit costs related to all of its plans as salaries and benefits expenses in the consolidated and combined statements of income. |
Fair Value of Financial Instruments (Policies) | Fair Value of Financial Instruments The Company utilizes the U.S. GAAP fair value hierarchy to measure the fair value of its financial instruments. The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumption about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The inputs used to measure fair value are classified into the following fair value hierarchy: • Level 1 • Level 2 • Level 3 |
Segment Reporting (Policies) | Segment Reporting The principal business of the Company is to provide healthcare services at its hospitals and affiliated facilities. The Company’s only other line of business is the hospital management advisory and consulting services it provides through QHR. The Company has determined that its hospital operations business meets the criteria for separate segment reporting. The financial information for QHR’s business does not meet the quantitative thresholds for separate segment reporting; and therefore has been combined with the Company’s corporate functions into the all other reportable segment. See Note 15 — Segments. |
New Accounting Pronouncements (Policies) | New Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation, In February 2016, the FASB issued ASU No. 2016-02, Leases, which amends the accounting for leases, requiring lessees to recognize most leases on their balance sheet with a right-of-use asset and a lease liability. Leases will be classified as either finance or operating leases, which will impact the expense recognition of such leases over the lease term. The ASU also modifies the lease classification criteria for lessors and eliminates some of the real estate leasing guidance previously applied for certain leasing transactions. This ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company expects to adopt this ASU on January 1, 2019. The Company utilizes a number of leases to support its operations. As such, the adoption of this ASU is expected to have a significant impact on the Company’s consolidated and combined financial position. The Company is currently evaluating the quantitative and qualitative impact the adoption of this ASU will have on its operations, policies and procedures. The Company is additionally evaluating any modifications to its leasing strategy in response to the requirements of this standard. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for recognizing revenue and supersedes most existing revenue recognition guidance, including guidance specific to the healthcare industry. This ASU provides companies the option of applying a full or modified retrospective approach upon adoption. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. The Company expects to adopt this ASU on January 1, 2018 and is currently evaluating its plan for adoption and the impact on its revenue recognition policies, procedures and internal control framework, and the resulting impact on its consolidated and combined results of operations, financial position and cash flows. |
Description of the Business a31
Description of the Business and the Spin-Off (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Transactions to Effect the Spin-Off | The following table provides a summary of the major transactions to effect the Spin-off of QHC as a newly formed, independent company (dollars in thousands): Additional Long-Term Due to Common Stock Paid-in Parent's Debt Parent, Net Shares Amount Capital Equity Balance at April 29, 2016 (prior to the Spin-off) $ 24,179 $ 1,813,836 — $ — $ — $ 3,137 Borrowings of long-term debt, net of debt issuance discounts 1,255,464 — — — — — Payments of debt issuance costs (29,146 ) — — — — — Cash proceeds paid to Parent — (1,217,336 ) — — — — Transfer of liabilities from Parent — (22,292 ) — — — — Net deferred income tax liability resulting from the Spin-off — (46,783 ) — — — — Non-cash capital contribution from Parent — (527,425 ) — — 530,562 (3,137 ) Distribution of common stock — — 27,719,645 3 (3 ) — Distribution of restricted stock awards — — 692,409 — — — Balance at April 29, 2016 (after the Spin-off) $ 1,250,497 $ — 28,412,054 $ 3 $ 530,559 $ — |
Summary of Liabilities Transferred from Parent | The following table provides a summary of the liabilities transferred to QHC from CHS in connection with the Spin-off (in thousands): April 29, 2016 Accounts payable $ 13,607 Benefit plan liabilities 5,964 Other liabilities 2,721 Total liabilities transferred from Parent $ 22,292 |
Basis of Presentation and Sig32
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Components of Net Operating Revenues Before Provision for Bad Debts | The following table provides a summary of the components of net operating revenues, before the provision for bad debts (in thousands): Year Ended December 31, 2016 2015 2014 Operating revenues $ 12,104,580 $ 11,613,826 $ 10,705,195 Less: Contractual allowances (9,247,789 ) (8,795,674 ) (7,877,299 ) Less: Discounts (437,738 ) (372,294 ) (417,894 ) Total net operating revenues, before the provision for bad debts $ 2,419,053 $ 2,445,858 $ 2,410,002 |
Summary of Net Operating Revenues, Before the Provision for Bad Debts, by Payor Source | The following table provides a summary of net operating revenues, before the provision for bad debts, by payor source (dollars in thousands): Year Ended December 31, 2016 2015 2014 $ Amount % of Total $ Amount % of Total $ Amount % of Total Medicare $ 673,074 27.8 % $ 656,799 26.9 % $ 681,010 28.3 % Medicaid 446,273 18.4 % 443,479 18.1 % 420,050 17.4 % Managed care and commercial plans 952,535 39.4 % 984,480 40.3 % 907,667 37.7 % Self-pay 242,095 10.1 % 247,234 10.0 % 287,470 11.9 % Non-patient 105,076 4.3 % 113,866 4.7 % 113,805 4.7 % Total net operating revenues, before the provision for bad debts $ 2,419,053 100.0 % $ 2,445,858 100.0 % $ 2,410,002 100.0 % |
Summary of Components of Amounts Due from and Due to Third-Party Payors | The following table provides a summary of the components of amounts due from and due to third-party payors, as presented in the consolidated and combined balance sheets (in thousands): December 31, 2016 2015 Amounts due from third-party payors: Previous program reimbursements and final cost report settlements $ 23,876 $ 33,732 State supplemental payment programs 92,359 77,074 Total amounts due from third-party payors $ 116,235 $ 110,806 Amounts due to third-party payors: Previous program reimbursements and final cost report settlements $ 33,366 $ 21,015 State supplemental payment programs 9,171 9,088 Total amounts due to third-party payors $ 42,537 $ 30,103 |
Summary of Portion of Medicaid Reimbursements Attributable to State Supplemental Payment Programs | The following table provides a summary of the portion of Medicaid reimbursements attributable to state supplemental payment programs (in thousands): Year Ended December 31, 2016 2015 2014 Medicaid revenues $ 220,389 $ 211,696 $ 192,771 Provider taxes and other expenses 76,616 75,929 73,149 Reimbursements attributable to state supplemental payment programs, net of expenses $ 143,773 $ 135,767 $ 119,622 |
Summary of Components of Accounts Receivable Before Contractual Allowances Discounts and Allowance for Doubtful Accounts | The following table provides a summary of the components of accounts receivable before contractual allowances, discounts and allowance for doubtful accounts (dollars in thousands): December 31, 2016 2015 $ Amount % of Total $ Amount % of Total Third-parties $ 1,930,103 74.6 % $ 1,688,138 72.6 % Self-pay 656,373 25.4 % 638,694 27.4 % Total patient accounts receivable, gross $ 2,586,476 100.0 % $ 2,326,832 100.0 % |
Summary of Changes in Allowance for Doubtful Accounts | The following table provides a summary of the changes in the allowance for doubtful accounts (in thousands): December 31, 2016 2015 2014 Balance at beginning of period $ 346,507 $ 341,527 $ 334,210 Acquisitions and divestitures — — 34,972 Provision for bad debts 280,586 258,520 264,502 Amounts written off, net of recoveries (266,297 ) (253,540 ) (292,157 ) Balance at end of period $ 360,796 $ 346,507 $ 341,527 |
Summary of States in Which Company Generates More Than 5% of its Total Revenues | The following table provides a summary of the states in which the Company generates more than 5% of total net patient revenues, before the provision for bad debts, as determined in each year (dollars in thousands): Number of Year Ended December 31, Hospitals at 2016 2015 2014 December 31, 2016 $ Amount % of Total $ Amount % of Total $ Amount % of Total Illinois 9 $ 811,565 35.1 % $ 822,501 35.3 % $ 856,151 37.3 % Georgia 3 216,745 9.4 % 224,330 9.6 % 213,509 9.3 % Oregon 1 210,818 9.1 % 201,610 8.6 % 166,212 7.2 % California 2 199,743 8.6 % 209,500 9.0 % 195,617 8.5 % Kentucky 3 121,988 5.3 % 131,077 5.6 % 139,332 6.1 % |
Summary of Major Components of Other Operating Expenses | The following table provides a summary of the major components of other operating expenses (in thousands): Year Ended December 31, 2016 2015 2014 Purchased services $ 180,672 $ 176,758 $ 181,626 Taxes and insurance 129,775 124,635 125,859 Medical specialist fees 106,803 85,042 80,680 Transition services agreements and allocations from Parent 66,441 60,166 40,485 Repairs and maintenance 42,986 45,945 46,069 Utilities 29,833 29,856 30,449 Management fees from Parent 11,792 36,466 36,902 Other miscellaneous operating expenses 77,500 75,365 77,738 Total other operating expenses $ 645,802 $ 634,233 $ 619,808 |
Summary of Activity Related to Electronic Health Records Incentives | The following table provided a summary of activity related to EHR incentives (in thousands): Year Ended December 31, 2016 2015 2014 Electronic health records incentives receivable at beginning of period $ 11,227 $ 12,204 $ 15,350 Electronic health records incentives earned 7,843 11,428 21,312 Cash incentive payments received (13,808 ) (10,084 ) (20,642 ) Adjustments to receivable based on final cost report settlement or audit (1,073 ) (2,321 ) (3,816 ) Electronic health records incentives receivable at end of period $ 4,189 $ 11,227 $ 12,204 Deferred revenue related to electronic health records incentives at beginning of period $ — $ (14,351 ) $ (22,601 ) Cash received and deferred during period (3,639 ) — (15,098 ) Recognition of deferred incentives as earned 3,639 14,351 23,348 Deferred revenue related to electronic health records incentives at end of period $ — $ — $ (14,351 ) Total electronic health records incentives earned during period $ 11,482 $ 25,779 $ 44,660 Total cash incentive payments received during period 17,447 10,084 35,740 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation | The following table provides a summary of the combined purchase price allocation by year for the Company’s acquisitions, except for the HMA hospitals (in thousands): Year Ended December 31, 2016 2015 2014 Current assets $ (343 ) $ 422 $ 79 Property and equipment 851 3,190 786 Goodwill 129 6,788 5,451 Other long-term assets — 564 69 Liabilities 16 (1,229 ) — Noncontrolling interests 132 (1,716 ) — Total consideration paid or allocated from CHS $ 785 $ 8,019 $ 6,385 |
HMA [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation | The following table provides a summary of the HMA purchase price allocation, based on the consideration paid for HMA which was allocated to QHC from CHS (in thousands): Current assets $ 31,888 Property and equipment 65,090 Goodwill 65,066 Other long-term assets 10,587 Liabilities (35,116 ) Noncontrolling interests (1,906 ) Total consideration allocated from CHS $ 135,609 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Summary of Components of Property and Equipment | The following table provides a summary of the components of property and equipment (in thousands): December 31, 2016 2015 Property and equipment, at cost: Land and improvements $ 84,474 $ 100,053 Building and improvements 782,892 853,853 Equipment and fixtures 592,463 616,667 Construction in progress 60,146 33,080 Total property and equipment, at cost 1,519,975 1,603,653 Less: Accumulated depreciation and amortization (786,075 ) (723,404 ) Total property and equipment, net $ 733,900 $ 880,249 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The following table provides a summary of the changes in goodwill (in thousands): December 31, 2016 2015 Balance at beginning of period $ 541,704 $ 534,916 Acquisitions 129 6,788 Impairment (125,000 ) — Balance at end of period $ 416,833 $ 541,704 |
Summary of the Components of Intangible Assets | The following table provides a summary of the components of intangible assets (in thousands): December 31, 2016 2015 Finite-lived intangible assets: Capitalized software costs: Cost $ 180,855 $ 194,941 Accumulated amortization (118,391 ) (98,004 ) Capitalized software costs, net 62,464 96,937 Physician guarantee contracts: Cost 11,355 16,594 Accumulated amortization (6,329 ) (9,560 ) Physician guarantee contracts, net 5,026 7,034 Other finite-lived intangible assets: Cost 44,342 43,275 Accumulated amortization (33,059 ) (29,351 ) Other finite-lived intangible assets, net 11,283 13,924 Total finite-lived intangible assets Cost 236,552 254,810 Accumulated amortization (157,779 ) (136,915 ) Total finite-lived intangible assets, net $ 78,773 $ 117,895 Indefinite-lived intangible assets: Tradenames $ 4,000 $ 4,000 Medical licenses and other indefinite-lived intangible assets 2,209 7,355 Total indefinite-lived intangible assets $ 6,209 $ 11,355 Total intangible assets: Cost $ 242,761 $ 266,165 Accumulated amortization (157,779 ) (136,915 ) Total intangible assets, net $ 84,982 $ 129,250 |
Summary of the Components of Amortization Expense | The following table provides a summary of the components of amortization expense (in thousands): Year Ended December 31, 2016 2015 2014 Amortization of finite-lived intangible assets: Capitalized software costs $ 25,193 $ 27,317 $ 26,991 Physician guarantee contracts 3,108 3,951 5,149 Other finite-lived intangible assets 2,866 3,334 3,585 Total amortization expense related to finite-lived intangible assets 31,167 34,602 35,725 Amortization of leasehold improvements and property and equipment assets held under capital lease obligations 3,111 2,496 2,610 Total amortization expense $ 34,278 $ 37,098 $ 38,335 |
Summary of Future Estimated Amortization Expense | Total estimated future amortization expense for the next five years and thereafter related to intangible assets follows (in thousands): 2017 $ 23,217 2018 16,810 2019 12,813 2020 9,212 2021 8,812 Thereafter 7,909 Total estimated future amortization expense $ 78,773 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Components of Long-Term Debt | The following table provides a summary of the components of long-term debt (in thousands): December 31, 2016 2015 Senior Credit Facility: Revolving Credit Facility, maturing 2021 $ — $ — Term Loan Facility, maturing 2022 868,419 — ABL Credit Facility, maturing 2021 — — Senior Notes, maturing 2023 400,000 — Unamortized debt issuance costs and discounts (48,764 ) — Capital lease obligations 25,588 22,323 Other debt 1,582 1,092 Total debt 1,246,825 23,415 Less: Current maturities of long-term debt (5,683 ) (7,915 ) Total long-term debt $ 1,241,142 $ 15,500 Due to Parent, net $ — $ 1,800,908 |
Summary of Maximum Secured Net Leverage Ratio Permitted Under Credit Facility | After giving effect to the CS Amendment, the maximum Secured Net Leverage Ratio permitted under the CS Agreement, as determined based on 12 month trailing Consolidated EBITDA, which is defined in the CS Amendment, follows: Maximum Secured Net Period Leverage Ratio Period from January 1, 2017 to June 30, 2017 4.50 to 1.00 Period from July 1, 2017 to December 31, 2018 4.75 to 1.00 Period from January 1, 2019 and thereafter 4.00 to 1.00 |
Summary of Redemption Dates and Prices of Senior Notes | The following table provides a summary of the redemption dates and prices related to the Senior Notes: Redemption Period Prices Period from April 15, 2019 to April 14, 2020 108.719 % Period from April 15, 2020 to April 14, 2021 105.813 % Period from April 15, 2021 to April 14, 2022 102.906 % Period from April 15, 2022 to April 14, 2023 100.000 % |
Summary of Unamortized Debt Issuance Costs and Discounts | The following table provides a summary of unamortized debt issuance costs and discounts (in thousands): December 31, 2016 2015 Debt issuance costs $ 29,146 $ — Debt discounts 24,536 — Total debt issuance costs and discounts at origination 53,682 — Less: Amortization of debt issuance costs and discounts (4,918 ) — Total unamortized debt issuance costs and discounts $ 48,764 $ — |
Summary of Debt Maturities for Next Five Years and Thereafter | The following table provides a summary of debt maturities for the next five years and thereafter (in thousands): 2017 $ 5,683 2018 10,518 2019 10,144 2020 10,251 2021 10,357 Thereafter 1,248,636 Total debt, excluding unamortized debt issuance costs and discounts $ 1,295,589 |
Summary of Components of Interest Expense, Net | The following table provides a summary of the components of interest expense, net (in thousands): Year Ended December 31, 2016 2015 2014 Senior Credit Facility: Revolving Credit Facility $ 330 $ — $ — Term Loan Facility 40,719 — — ABL Credit Facility 342 — — Senior Notes 32,166 — — Amortization of debt issuance costs and discounts 4,918 — — All other interest expense (income), net (849 ) 283 (639 ) Total interest expense, net, from long-term debt 77,626 283 (639 ) Due to Parent, net 35,814 98,007 93,565 Total interest expense, net $ 113,440 $ 98,290 $ 92,926 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Components of Other Long-Term Liabilities | The following table provides a summary of the components of other long-term liabilities (in thousands): December 31, 2016 2015 Professional and general liability insurance reserves $ 74,194 $ 77,423 Workers' compensation liability insurance reserves 17,416 20,507 Benefit plan liabilities 10,722 3,376 Deferred rent 4,001 3,770 Other miscellaneous long-term liabilities 2,663 3,065 Total other long-term liabilities $ 108,996 $ 108,141 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Values and Estimated Fair Values of Long-Term Debt | The following table provides a summary of the carrying values and estimated fair values of the Company’s long-term debt (in thousands): December 31, 2016 2015 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Revolving Credit Facility $ — $ — $ — $ — Term Loan Facility 868,419 849,427 — — ABL Credit Facility — — — — Senior Notes 400,000 334,720 — — Other debt 27,170 27,170 23,415 23,415 Total long-term debt, excluding unamortized debt issuance costs and discounts $ 1,295,589 $ 1,211,317 $ 23,415 $ 23,415 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Summary of Commitments Relating to Non-Cancellable Operating and Capital Leases | The following table provides a summary of the Company’s commitments relating to non-cancellable operating and capital leases for each of the next five years and thereafter (in thousands): Year Ending December 31, Operating (1) Capital 2017 $ 31,779 $ 2,644 2018 24,407 2,523 2019 19,189 2,552 2020 13,964 2,590 2021 9,477 2,628 Thereafter 18,758 23,039 Total minimum future payments $ 117,574 35,976 Less: Imputed interest (10,388 ) Total capital lease obligations 25,588 Less: Current portion (1,185 ) Total long-term capital lease obligations $ 24,403 (1) Minimum lease payments have not been reduced by minimum sublease rentals due in the future of $3.8 million. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Provision for (Benefit from) Income Taxes | The following table provides a summary of the components of the provision for (benefit from) income taxes (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State 530 762 572 Total provision for (benefit from) current income taxes 530 762 572 Deferred: Federal (51,177 ) 1,749 4,790 State (3,228 ) 793 217 Total provision for (benefit from) deferred income taxes (54,405 ) 2,542 5,007 Total provision for (benefit from) income taxes $ (53,875 ) $ 3,304 $ 5,579 |
Schedule of Reconciliation between Statutory Federal Income Tax Rate and Effective Tax Rate | The following table reconciles the differences between the statutory federal income tax rate and the Company’s effective tax rate (dollars in thousands): Year Ended December 31, 2016 2015 2014 Amount % Amount % Amount % Provision for (benefit from) income taxes at statutory federal tax rate $ (139,685 ) 35.0 % $ 2,814 35.0 % $ 4,527 35.0 % State income taxes, net of federal income tax benefit (47,749 ) 12.0 % (171 ) (2.1 )% (1,202 ) (9.3 )% Net (income) loss attributable to noncontrolling interests (872 ) 0.2 % (1,189 ) (14.8 )% 157 1.2 % Non-deductible goodwill and Spin-off costs 36,009 (9.0 )% — — % — — % Change in valuation allowance 94,745 (23.7 )% 1,459 18.2 % 1,791 13.8 % All other 3,677 (1.0 )% 391 4.8 % 306 2.4 % Total provision for (benefit from) income taxes and effective tax rate $ (53,875 ) 13.5 % $ 3,304 41.1 % $ 5,579 43.1 % |
Summary of Components of Deferred Income Tax Assets and Liabilities | The following table provides a summary of the components of deferred income tax assets and liabilities (in thousands): December 31, 2016 2015 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 72,195 $ — $ 53,558 $ — Property and equipment — 10,447 — 80,429 Prepaid expenses — 6,874 — 7,206 Goodwill and intangible assets — 27,193 — 36,828 Investments in unconsolidated affiliates 298 — — 1,772 Other current and long-term liabilities 39,112 965 25,634 776 Accounts receivable 1,532 10,290 5,561 1,841 Accrued vacation 9,506 — 9,209 — Accrued liabilities 251 — 440 — Deferred compensation 10,208 — 637 — Other current and long-term assets 5,462 53 1,370 — Total deferred income tax assets and liabilities, before valuation allowance 138,564 55,822 96,409 128,852 Valuation allowance (114,216 ) — (8,587 ) — Total deferred income tax assets and liabilities $ 24,348 $ 55,822 $ 87,822 $ 128,852 Total deferred income tax liabilities, net $ 31,474 $ 41,030 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Earnings (Loss) Per Share | The following table provides a summary of the computation of basic and diluted earnings (loss) per share (in thousands, except earnings per share and shares): Year Ended December 31, 2016 2015 2014 Numerator: Net income (loss) $ (345,197 ) $ 4,735 $ 7,353 Less: Net income (loss) attributable to noncontrolling interests 2,491 3,398 (448 ) Net income (loss) attributable to Quorum Health Corporation $ (347,688 ) $ 1,337 $ 7,801 Denominator: Weighted-average shares outstanding - basic and diluted 28,413,247 28,412,054 28,412,054 Basic and diluted earnings (loss) per share attributable to Quorum Health Corporation stockholders $ (12.24 ) $ 0.05 $ 0.27 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Related to Segments | The following table provides a summary of financial information related to the Company’s segments (in thousands): Year Ended December 31, 2016 2015 2014 Net operating revenues: Hospital operations $ 2,052,751 $ 2,096,831 $ 2,049,193 All other 85,716 90,507 96,307 Total net operating revenues $ 2,138,467 $ 2,187,338 $ 2,145,500 Adjusted EBITDA: Hospital operations $ 184,000 $ 249,375 $ 251,309 All other (21,078 ) 14,292 13,516 Total Adjusted EBITDA $ 162,922 $ 263,667 $ 264,825 Capital expenditures for property and equipment: Hospital operations $ 44,903 $ 59,272 $ 68,889 All other 35,017 183 177 Total capital expenditures for property and equipment $ 79,920 $ 59,455 $ 69,066 December 31, 2016 2015 Assets: Hospital operations $ 1,802,121 $ 2,256,557 All other 192,249 38,299 Total assets $ 1,994,370 $ 2,294,856 |
Summary of Reconciliation of Adjusted EBITDA to Net Income (Loss) | The following table provides a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable U.S. GAAP financial measure (in thousands): Year Ended December 31, 2016 2015 2014 Adjusted EBITDA $ 162,922 $ 263,667 $ 264,825 Interest expense, net (113,440 ) (98,290 ) (92,926 ) Provision for (benefit from) income taxes 53,875 (3,304 ) (5,579 ) Depreciation and amortization (117,288 ) (128,001 ) (127,593 ) Legal, professional and settlement costs (7,342 ) — (30,374 ) Impairment of-long-lived assets and goodwill (291,870 ) (13,000 ) (1,000 ) Loss on sale of hospitals, net (2,150 ) — — Transaction costs related to the Spin-off (5,488 ) (16,337 ) — Severance costs for post-spin headcount reductions (1,617 ) — — Change in estimate related to collectability of patient accounts receivable (22,799 ) — — Net income (loss) $ (345,197 ) $ 4,735 $ 7,353 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Stock-Based Compensation Expense | A summary of stock-based compensation expense follows (in thousands): Year Ended December 31, 2016 2015 2014 Stock-based compensation resulting from the Spin-off $ 3,089 $ — $ — Stock-based compensation related to grants following the Spin-off 4,352 — — Total stock-based compensation expense $ 7,441 $ — $ — |
QHC Awards Distributed in Spin-off [Member] | |
Summary of Activity Related to Unvested Restricted Stock Awards | A summary of the activity related to unvested QHC restricted stock awards held by QHC and CHS employees from the Spin-off date through December 31, 2016 follows: QHC Awards Distributed in Spin-off QHC Employees CHS Employees Total Unvested restricted stock awards at Spin-off date 54,321 638,088 692,409 Vested (1,317 ) (6,098 ) (7,415 ) Forfeited (542 ) (10,465 ) (11,007 ) Unvested restricted stock awards at December 31, 2016 52,462 621,525 673,987 |
QHC Restricted Stock Awards Granted Following Spin-off [Member] | |
Summary of Activity Related to Unvested Restricted Stock Awards | A summary of the activity related to QHC unvested restricted stock awards granted subsequent to the Spin-off follows: QHC Awards Granted Subsequent to Spin-off Weighted- Average Grant Date Shares Fair Value Unvested restricted stock awards at Spin-off date — $ — Granted 1,081,005 12.77 Vested — — Forfeited — — Unvested restricted stock awards at December 31, 2016 1,081,005 $ 12.77 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Components of Net Periodic Benefit Costs | A summary of the components of net periodic benefit costs follows (in thousands): Year Ended December 31, 2016 2015 2014 Service cost $ 1,270 $ — $ — Interest cost 237 — — Amortizations: Plan service cost (credit) 268 — — Net loss (gain) 12 — — Total net periodic benefit cost $ 1,787 $ — $ — |
Summary of Weighted-Average Assumptions Used | A summary of the weighted-average assumptions used by the Company to determine net periodic benefit costs follows: Year Ended December 31, 2016 2015 2014 Discount rate 3.2 % — % — % Rate of compensation increase 3.0 % — % — % A summary of the weighted-average assumptions used by the Company to determine its benefit obligation follows: December 31, 2016 2015 Discount rate 3.6 % — % Rate of compensation increase 2.0 % — % |
Summary of Changes Recognized in Other Comprehensive Income (Loss) | A summary of changes recognized in other comprehensive income (loss) follows (in thousands): December 31, 2016 2015 Prior service cost (credit) $ 2,949 $ — Net loss (gain) arising during period 14 — Amounts recognized as a component of net periodic benefit cost: Amortization or curtailment recognition of prior service (cost) credit (264 ) — Amortization or settlement recognition of net gain (loss) (3 ) — Total recognized in other comprehensive loss (income) $ 2,696 $ — |
Summary of Changes in Benefit Obligation | A summary of changes in the benefit obligation follows (in thousands): December 31, 2016 2015 Change in benefit obligation Benefit obligation transferred from the Spin-off $ 5,964 $ — Service cost 1,270 — Interest cost 190 — Plan amendments 2,921 — Actuarial (gain) loss (911 ) — Benefit obligation at end of year $ 9,434 $ — |
Summary of Expected Future Benefit Payments | A summary of expected future benefit payments for the next five years and the five years thereafter follows (in thousands): 2017 $ 2,275 2018 — 2019 — 2020 — 2021 1,288 Five years thereafter 10,780 Total $ 14,343 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of Allocated Costs from Parent | A summary of allocated costs to QHC from CHS follows (in thousands): Year Ended December 31, 2016 2015 2014 Insurance costs $ 44,246 $ 134,290 $ 121,202 Management fees from Parent 11,792 36,466 36,902 All other allocated costs 25,021 72,262 69,867 Total related party operating costs and expenses $ 81,059 $ 243,018 $ 227,971 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Insurance Reserves Related to Professional and General Liability Claims and Workers' Compensation Claims | The following table provides a summary of the Company’s insurance reserves related to professional and general liability and workers’ compensation liability, distinguished between those indemnified by CHS and those related to the Company’s own risks (in thousands): December 31, 2016 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 17,580 $ 59,652 $ 17,580 $ 59,652 All other self-insurance reserves — — 230 14,542 Total insurance reserves for professional and general liability 17,580 59,652 17,810 74,194 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 4,863 15,958 4,863 15,958 All other self-insurance reserves — — 1,736 1,458 Total insurance reserves for workers' compensation liability 4,863 15,958 6,599 17,416 Total self-insurance reserves $ 22,443 $ 75,610 $ 24,409 $ 91,610 December 31, 2015 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 21,120 $ 72,412 $ 21,120 $ 72,412 All other self-insurance reserves — 4,077 — 5,011 Total insurance reserves for professional and general liability 21,120 76,489 21,120 77,423 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 8,314 20,507 8,314 20,507 All other self-insurance reserves — — — — Total insurance reserves for workers' compensation liability 8,314 20,507 8,314 20,507 Total self-insurance reserves $ 29,434 $ 96,996 $ 29,434 $ 97,930 |
Quarterly Financial Data (Una47
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Company's Quarterly Operating Results | The following table provides a summary of the Company’s quarterly operating results for the years ended December 31, 2016 and 2015 (in thousands): 2016 Quarters 1st 2nd 3rd 4th Net operating revenues $ 549,551 $ 529,737 $ 543,939 $ 515,240 Net income (loss) $ (4,687 ) $ (243,966 ) $ (6,452 ) $ (90,092 ) Less: Net income (loss) attributable to noncontrolling interests 315 1,095 507 574 Net income (loss) attributable to Quorum Health Corporation $ (5,002 ) $ (245,061 ) $ (6,959 ) $ (90,666 ) Earnings (loss) per share attributable to Quorum Health Corporation stockholders: Basic and diluted $ (0.18 ) $ (8.63 ) $ (0.24 ) $ (3.19 ) Weighted-average common shares outstanding: Basic and diluted 28,412,054 28,412,720 28,413,532 28,416,801 2015 Quarters 1st 2nd 3rd 4th Net operating revenues $ 547,617 $ 538,352 $ 543,143 $ 558,226 Net income (loss) $ 5,824 $ 2,205 $ (4,075 ) $ 781 Less: Net income (loss) attributable to noncontrolling interests (375 ) 775 1,638 1,360 Net income (loss) attributable to Quorum Health Corporation $ 6,199 $ 1,430 $ (5,713 ) $ (579 ) Earnings (loss) per share attributable to Quorum Health Corporation stockholders: Basic and diluted $ 0.22 $ 0.05 $ (0.20 ) $ (0.02 ) Weighted-average common shares outstanding: Basic and diluted 28,412,054 28,412,054 28,412,054 28,412,054 |
Guarantor and Non-Guarantor S48
Guarantor and Non-Guarantor Supplemental Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating and Combining Statement of Income (Loss) | Condensed Consolidating and Combining Statements of Income (Loss) Year Ended December 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,811,586 $ 607,467 $ — $ 2,419,053 Provision for bad debts — 211,921 68,665 — 280,586 Net operating revenues — 1,599,665 538,802 — 2,138,467 Operating costs and expenses: Salaries and benefits — 715,925 341,194 — 1,057,119 Supplies — 180,098 78,541 — 258,639 Other operating expenses — 505,778 140,024 — 645,802 Depreciation and amortization — 97,318 19,970 — 117,288 Rent — 27,741 22,142 — 49,883 Electronic health records incentives earned — (8,948 ) (2,534 ) — (11,482 ) Legal, professional and settlement costs — 7,342 — — 7,342 Impairment of long-lived assets and goodwill — 242,685 49,185 — 291,870 Loss on sale of hospitals, net — — 2,150 — 2,150 Transaction costs related to the Spin-off — 4,105 1,383 — 5,488 Total operating costs and expenses — 1,772,044 652,055 — 2,424,099 Income (loss) from operations — (172,379 ) (113,253 ) — (285,632 ) Interest expense, net 78,266 32,541 2,633 — 113,440 Equity in loss (earnings) of affiliates 258,078 58,605 — (316,683 ) — Income (loss) before income taxes (336,344 ) (263,525 ) (115,886 ) 316,683 (399,072 ) Provision for (benefit from) income taxes (2,318 ) (35,576 ) (15,981 ) — (53,875 ) Net income (loss) (334,026 ) (227,949 ) (99,905 ) 316,683 (345,197 ) Less: Net income attributable to noncontrolling interests — — 2,491 — 2,491 Net income (loss) attributable to Quorum Health Corporation $ (334,026 ) $ (227,949 ) $ (102,396 ) $ 316,683 $ (347,688 ) Condensed Consolidating and Combining Statements of Income (Loss) Year Ended December 31, 2015 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,833,226 $ 612,632 $ — $ 2,445,858 Provision for bad debts — 204,968 53,552 — 258,520 Net operating revenues — 1,628,258 559,080 — 2,187,338 Operating costs and expenses: Salaries and benefits — 687,596 329,100 — 1,016,696 Supplies — 177,421 72,371 — 249,792 Other operating expenses — 507,514 126,719 — 634,233 Depreciation and amortization — 105,320 22,681 — 128,001 Rent — 27,871 20,858 — 48,729 Electronic health records incentives earned — (21,001 ) (4,778 ) — (25,779 ) Impairment of long-lived assets — 13,000 — — 13,000 Transaction costs related to the Spin-off — 12,161 4,176 — 16,337 Total operating costs and expenses — 1,509,882 571,127 — 2,081,009 Income (loss) from operations — 118,376 (12,047 ) — 106,329 Interest expense, net — 86,363 11,927 — 98,290 Equity in loss (earnings) of affiliates — (16,857 ) — 16,857 — Income (loss) before income taxes — 48,870 (23,974 ) (16,857 ) 8,039 Provision for (benefit from) income taxes — 16,904 (13,600 ) — 3,304 Net income (loss) — 31,966 (10,374 ) (16,857 ) 4,735 Less: Net income (loss) attributable to noncontrolling interests — (621 ) 4,019 — 3,398 Net income (loss) attributable to Quorum Health Corporation $ — $ 32,587 $ (14,393 ) $ (16,857 ) $ 1,337 Condensed Consolidating and Combining Statements of Income (Loss) Year Ended December 31, 2014 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 1,834,588 $ 575,414 $ — $ 2,410,002 Provision for bad debts — 209,705 54,797 — 264,502 Net operating revenues — 1,624,883 520,617 — 2,145,500 Operating costs and expenses: Salaries and benefits — 694,901 317,717 — 1,012,618 Supplies — 175,339 69,251 — 244,590 Other operating expenses — 492,638 127,170 — 619,808 Depreciation and amortization — 101,908 25,685 — 127,593 Rent — 28,322 19,997 — 48,319 Electronic health records incentives earned — (36,240 ) (8,420 ) — (44,660 ) Legal, professional and settlement costs — 30,374 — — 30,374 Impairment of long-lived assets — 1,000 — — 1,000 Total operating costs and expenses — 1,488,242 551,400 — 2,039,642 Income (loss) from operations — 136,641 (30,783 ) — 105,858 Interest expense, net — 82,970 9,956 — 92,926 Equity in loss (earnings) of affiliates — 130 — (130 ) — Income (loss) before income taxes — 53,541 (40,739 ) 130 12,932 Provision for (benefit from) income taxes — 21,815 (16,236 ) — 5,579 Net income (loss) — 31,726 (24,503 ) 130 7,353 Less: Net income (loss) attributable to noncontrolling interests — (2,325 ) 1,877 — (448 ) Net income (loss) attributable to Quorum Health Corporation $ — $ 34,051 $ (26,380 ) $ 130 $ 7,801 |
Schedule of Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) | Condensed Consolidating and Combining Statements of Comprehensive Income (Loss) Year Ended December 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net income (loss) $ (334,026 ) $ (227,949 ) $ (99,905 ) $ 316,683 $ (345,197 ) Amortization and recognition of unrecognized pension cost components, net of income taxes (2,760 ) (2,760 ) — 2,760 (2,760 ) Comprehensive income (loss) (336,786 ) (230,709 ) (99,905 ) 319,443 (347,957 ) Less: Comprehensive income attributable to noncontrolling interests — — 2,491 — 2,491 Comprehensive income (loss) attributable to Quorum Health Corporation $ (336,786 ) $ (230,709 ) $ (102,396 ) $ 319,443 $ (350,448 ) Condensed Consolidating and Combining Statements of Comprehensive Income (Loss) Year Ended December 31, 2015 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net income (loss) $ — $ 31,966 $ (10,374 ) $ (16,857 ) $ 4,735 Amortization and recognition of unrecognized pension cost components, net of income taxes — — — — — Comprehensive income (loss) — 31,966 (10,374 ) (16,857 ) 4,735 Less: Comprehensive income (loss) attributable to noncontrolling interests — (621 ) 4,019 — 3,398 Comprehensive income (loss) attributable to Quorum Health Corporation $ — $ 32,587 $ (14,393 ) $ (16,857 ) $ 1,337 Condensed Consolidating and Combining Statements of Comprehensive Income (Loss) Year Ended December 31, 2014 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net income (loss) $ — $ 31,726 $ (24,503 ) $ 130 $ 7,353 Amortization and recognition of unrecognized pension cost components, net of income taxes — — — — — Comprehensive income (loss) — 31,726 (24,503 ) 130 7,353 Less: Comprehensive income (loss) attributable to noncontrolling interests — (2,325 ) 1,877 — (448 ) Comprehensive income (loss) attributable to Quorum Health Corporation $ — $ 34,051 $ (26,380 ) $ 130 $ 7,801 |
Schedule of Condensed Consolidating and Combining Balance Sheet | Condensed Consolidating and Combining Balance Sheets December 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 21,609 $ 3,498 $ 348 $ — $ 25,455 Patient accounts receivable, net of allowance for doubtful accounts — 277,155 103,530 — 380,685 Inventories — 46,318 11,806 — 58,124 Prepaid expenses — 17,874 5,154 — 23,028 Due from third-party payors — 109,793 6,442 — 116,235 Current assets of hospitals held for sale — 1,502 — — 1,502 Other current assets — 41,673 16,269 — 57,942 Total current assets 21,609 497,813 143,549 — 662,971 Intercompany receivable 3 126,035 84,827 (210,865 ) — Property and equipment, net — 624,457 109,443 — 733,900 Goodwill — 252,433 164,400 — 416,833 Intangible assets, net — 73,404 11,578 — 84,982 Long-term assets of hospitals held for sale — 6,851 — — 6,851 Other long-term assets — 72,967 15,866 — 88,833 Net investment in subsidiaries 1,485,213 — — (1,485,213 ) — Total assets $ 1,506,825 $ 1,653,960 $ 529,663 $ (1,696,078 ) $ 1,994,370 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ 3,819 $ 1,560 $ 304 $ — $ 5,683 Accounts payable 158 147,521 22,005 — 169,684 Accrued liabilities: Accrued salaries and benefits — 69,896 28,907 — 98,803 Accrued interest 19,915 — — — 19,915 Due to third-party payors — 40,595 1,942 — 42,537 Current liabilities of hospitals held for sale — 492 — — 492 Other current liabilities — 46,002 7,266 — 53,268 Total current liabilities 23,892 306,066 60,424 - 390,382 Long-term debt 1,215,836 24,899 407 - 1,241,142 Intercompany payable 34,495 86,084 90,286 (210,865 ) — Due to Parent, net — — — — — Deferred income tax liabilities, net 31,474 — — — 31,474 Other long-term liabilities — 144,950 22,651 (58,605 ) 108,996 Total liabilities 1,305,697 561,999 173,768 (269,470 ) 1,771,994 Redeemable noncontrolling interests — — 6,807 — 6,807 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 537,911 1,333,347 412,705 (1,746,052 ) 537,911 Accumulated other comprehensive loss (2,760 ) (2,760 ) - 2,760 (2,760 ) Accumulated deficit (334,026 ) (238,626 ) (78,058 ) 316,684 (334,026 ) Total Quorum Health Corporation stockholders' equity 201,128 1,091,961 334,647 (1,426,608 ) 201,128 Parent's equity — — — — — Nonredeemable noncontrolling interests — — 14,441 — 14,441 Total equity 201,128 1,091,961 349,088 (1,426,608 ) 215,569 Total liabilities and equity $ 1,506,825 $ 1,653,960 $ 529,663 $ (1,696,078 ) $ 1,994,370 Condensed Consolidating and Combining Balance Sheets December 31, 2015 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 524 $ 582 $ — $ 1,106 Patient accounts receivable, net of allowance for doubtful accounts — 276,003 114,887 — 390,890 Inventories — 47,117 13,425 — 60,542 Prepaid expenses — 12,209 3,821 — 16,030 Due from third-party payors — 103,185 7,621 — 110,806 Other current assets — 44,505 14,506 — 59,011 Total current assets — 483,543 154,842 — 638,385 Intercompany receivable — 1,300,893 148,847 (1,449,740 ) — Due from Parent — — 767,656 (767,656 ) — Property and equipment, net — 749,610 130,639 — 880,249 Goodwill — 376,875 164,829 — 541,704 Intangible assets, net — 108,093 21,157 — 129,250 Other long-term assets — 80,193 25,075 — 105,268 Net investment in subsidiaries — 14,775 — (14,775 ) — Total assets $ — $ 3,113,982 $ 1,413,045 $ (2,232,171 ) $ 2,294,856 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 7,572 $ 343 $ — $ 7,915 Accounts payable — 116,495 21,988 — 138,483 Accrued liabilities: Accrued salaries and benefits — 57,697 24,923 — 82,620 Due to third-party payors — 25,248 4,855 — 30,103 Other current liabilities — 39,901 5,354 — 45,255 Total current liabilities — 246,913 57,463 — 304,376 Long-term debt — 14,820 680 — 15,500 Intercompany payable — 148,851 1,300,889 (1,449,740 ) — Due to Parent — 2,583,339 — (782,431 ) 1,800,908 Deferred income tax liabilities, net — 37,290 3,740 — 41,030 Other long-term liabilities — 82,769 25,372 — 108,141 Total liabilities — 3,113,982 1,388,144 (2,232,171 ) 2,269,955 Redeemable noncontrolling interests — — 8,958 — 8,958 Equity: Parent's equity — — 3,184 — 3,184 Nonredeemable noncontrolling interests — — 12,759 — 12,759 Total equity — — 15,943 — 15,943 Total liabilities and equity $ — $ 3,113,982 $ 1,413,045 $ (2,232,171 ) $ 2,294,856 |
Schedule of Condensed Consolidating and Combining Statement of Cash Flows | Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (66,266 ) $ 173,382 $ (26,030 ) $ — $ 81,086 Cash flows from investing activities: Capital expenditures for property and equipment — (73,327 ) (6,593 ) — (79,920 ) Capital expenditures for software — (3,854 ) (3,415 ) — (7,269 ) Acquisitions, net of cash acquired — (549 ) (236 ) — (785 ) Proceeds from the sale of hospitals — — 13,746 — 13,746 Proceeds from asset sales — 1,498 (416 ) — 1,082 Changes in intercompany balances with affiliates, net — (116,674 ) — 116,674 — Net cash provided by (used in) investing activities — (192,906 ) 3,086 116,674 (73,146 ) Cash flows from financing activities: Borrowings of long-term debt 1,255,464 740 77 — 1,256,281 Repayments of long-term debt (11,581 ) (3,025 ) (616 ) — (15,222 ) Increase in Due to Parent, net — 24,796 — — 24,796 Increase (decrease) in receivables facility, net — — — — — Payments of debt issuance costs (29,146 ) — — — (29,146 ) Cash paid to Parent related to the Spin-off (1,217,336 ) — — — (1,217,336 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (13 ) — — (13 ) Cash distributions to noncontrolling investors — — (2,850 ) — (2,850 ) Purchases of shares from noncontrolling investors — — (101 ) — (101 ) Changes in intercompany balances with affiliates, net 90,474 — 26,200 (116,674 ) — Net cash provided by (used in) financing activities 87,875 22,498 22,710 (116,674 ) 16,409 Net change in cash and cash equivalents 21,609 2,974 (234 ) — 24,349 Cash and cash equivalents at beginning of period — 524 582 — 1,106 Cash and cash equivalents at end of period $ 21,609 $ 3,498 $ 348 $ — $ 25,455 Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2015 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 87,313 $ (44,424 ) $ — $ 42,889 Cash flows from investing activities: Capital expenditures for property and equipment — (37,321 ) (22,134 ) — (59,455 ) Capital expenditures for software — (6,935 ) (1,910 ) — (8,845 ) Acquisitions, net of cash acquired — (3,467 ) (4,552 ) — (8,019 ) Proceeds from asset sales — 3,114 — — 3,114 Other investing activities — (1,416 ) (3,971 ) — (5,387 ) Net cash used in investing activities — (46,025 ) (32,567 ) — (78,592 ) Cash flows from financing activities: Borrowings of long-term debt — 217 155 — 372 Repayments of long-term debt — (1,043 ) (520 ) — (1,563 ) Increase in Due to Parent, net — 152,971 109,804 — 262,775 Increase (decrease) in receivables facility, net — (194,835 ) (29,939 ) — (224,774 ) Cash distributions to noncontrolling investors — — (1,623 ) — (1,623 ) Purchases of shares from noncontrolling investors — (526 ) (411 ) — (937 ) Net cash provided by (used in) financing activities — (43,216 ) 77,466 — 34,250 Net change in cash and cash equivalents — (1,928 ) 475 — (1,453 ) Cash and cash equivalents at beginning of period — 2,452 107 — 2,559 Cash and cash equivalents at end of period $ — $ 524 $ 582 $ — $ 1,106 Condensed Consolidating and Combining Statement of Cash Flows Year Ended December 31, 2014 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by operating activities $ — $ 38,689 $ 4,355 $ — $ 43,044 Cash flows from investing activities: Capital expenditures for property and equipment — (50,985 ) (18,081 ) — (69,066 ) Capital expenditures for software — (52,044 ) (9,010 ) — (61,054 ) Acquisitions, net of cash acquired — (31,411 ) (110,583 ) — (141,994 ) Proceeds from asset sales — (112 ) 370 — 258 Other investing activities — 514 (756 ) — (242 ) Net cash used in investing activities — (134,038 ) (138,060 ) — (272,098 ) Cash flows from financing activities: Borrowings of long-term debt — 60 50 — 110 Repayments of long-term debt — (1,265 ) (366 ) — (1,631 ) Increase in Due to Parent, net — (11,928 ) 123,614 — 111,686 Increase (decrease) in receivables facility, net — 110,142 11,922 — 122,064 Cash distributions to noncontrolling investors — — (1,489 ) — (1,489 ) Net cash provided by financing activities — 97,009 133,731 — 230,740 Net change in cash and cash equivalents — 1,660 26 — 1,686 Cash and cash equivalents at beginning of period — 792 81 — 873 Cash and cash equivalents at end of period $ — $ 2,452 $ 107 $ — $ 2,559 |
Description of the Business a49
Description of the Business and the Spin-Off (Narrative) (Details) | Apr. 29, 2016USD ($)Hospital$ / sharesshares | Apr. 22, 2016USD ($) | Dec. 31, 2016USD ($)Hospitalbedstate$ / shares | Dec. 31, 2016USD ($)Hospitalbedstate$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014 |
Description Of Business And Spin Off [Line Items] | ||||||
Number of hospitals owned or leased | Hospital | 36 | 36 | ||||
Number of wholly-owned hospitals | Hospital | 27 | 27 | ||||
Number of majority-owned hospitals | Hospital | 4 | 4 | ||||
Number of leased hospitals | Hospital | 5 | 5 | ||||
Number of licensed beds | bed | 3,459 | 3,459 | ||||
Number of States in which Entity Operates | state | 16 | 16 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Cash proceeds paid to Parent | $ 1,217,336,000 | |||||
Debt Instrument, Unamortized Discount | $ 24,536,000 | $ 24,536,000 | $ 0 | |||
Contributed capital, in excess of par value of common stock | 537,911,000 | $ 537,911,000 | $ 0 | |||
Net deferred income tax liability transferred to QHC | 46,783,000 | |||||
Senior Notes, maturing 2023 [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Debt Instrument, Face Amount | $ 400,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 11.625% | |||||
Debt Instrument, Unamortized Discount | $ 6,900,000 | |||||
Debt instrument issue discount percentage | 1.734% | |||||
ABL Credit Facility, maturing 2021 [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | |||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Debt Instrument, Face Amount | 880,000,000 | |||||
Debt Instrument, Unamortized Discount | $ 17,600,000 | |||||
Term Facility Issued Percentage on Par Value | 98.00% | |||||
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | |||||
Spin-off from CHS [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Number of hospitals owned or leased | Hospital | 38 | |||||
Percentage ownership of number of stock shares held by the parent | 100.00% | |||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Record date for stockholders of the parent to be eligible to receive share distribution in spin-off | Apr. 22, 2016 | |||||
Number of shares distributed to each stockholder in spin-off | shares | 1 | |||||
Number of shares held by each stockholder of the parent used to determine share distribution in spin-off | shares | 4 | |||||
Contributed capital, in excess of par value of common stock | $ 530,600,000 | |||||
Cash contribution from parent | 13,500,000 | |||||
Cash contribution from parent for initial working capital | 20,000,000 | |||||
Differences in estimated and actual financing transaction fees for the Spin-off | $ 6,500,000 | |||||
Increase in non-cash capital contribution from parent | 12,000,000 | |||||
Increase in liabilities transferred from parent | 5,700,000 | |||||
Net deferred income tax liability transferred to QHC | $ 14,900,000 | |||||
Sales Revenue, Segment [Member] | Segment Concentration Risk [Member] | Hospital Operations Reporting Unit [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Concentration risk, percentage | 95.00% | 95.00% | 95.00% |
Description of the Business a50
Description of the Business and the Spin-Off - Summary of Transactions to Effect the Spin-Off (Details) - USD ($) $ in Thousands | Apr. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Description Of Business And Spin Off [Line Items] | ||||
Long-Term Debt, balance at April 29, 2016 (prior to the spin-off) | $ 24,179 | $ 15,500 | ||
Borrowings of long-term debt, net of debt issuance discounts | 1,255,464 | |||
Payments of debt issuance costs | (29,146) | (29,146) | $ 0 | $ 0 |
Long-Term Debt, balance at April 29, 2016 (after the spin-off) | 1,250,497 | 1,241,142 | 15,500 | |
Due to Parent, Net, balance at April 29, 2016 (prior to the spin-off) | 1,813,836 | 1,800,908 | ||
Cash proceeds paid to Parent | (1,217,336) | |||
Transfer of liabilities from Parent | (22,292) | |||
Net deferred income tax liability resulting from the Spin-off | (46,783) | |||
Non-cash capital contribution from Parent | (527,425) | |||
Due to Parent, Net, balance at April 29, 2016 (after the spin-off) | $ 0 | 0 | 1,800,908 | |
Stockholders' equity, beginning balance | 15,943 | 7,918 | 7,180 | |
Stockholders' equity, ending balance | $ 215,569 | 15,943 | 7,918 | |
Stockholders' equity, ending balance, shares | 28,412,054 | 29,482,050 | ||
Common Stock [Member] | ||||
Description Of Business And Spin Off [Line Items] | ||||
Stockholders' equity, beginning balance | $ 0 | |||
Distribution of common stock | $ 3 | |||
Distribution of common stock, shares | 27,719,645 | |||
Distribution of restricted stock awards | $ 0 | |||
Distribution of restricted stock awards, shares | 692,409 | |||
Stockholders' equity, ending balance | $ 3 | $ 3 | ||
Stockholders' equity, ending balance, shares | 28,412,054 | 29,482,050 | ||
Additional Paid-In Capital [Member] | ||||
Description Of Business And Spin Off [Line Items] | ||||
Stockholders' equity, beginning balance | $ 0 | |||
Non-cash capital contribution from Parent | 530,562 | |||
Distribution of common stock | (3) | |||
Stockholders' equity, ending balance | 530,559 | $ 537,911 | ||
Parent [Member] | ||||
Description Of Business And Spin Off [Line Items] | ||||
Stockholders' equity, beginning balance | 3,137 | $ 3,184 | 3,109 | 2,662 |
Non-cash capital contribution from Parent | (3,137) | |||
Stockholders' equity, ending balance | $ 0 | $ 3,184 | $ 3,109 |
Description of the Business a51
Description of the Business and the Spin-Off - Summary of Liabilities Transferred from Parent (Details) - Spin-off from CHS [Member] $ in Thousands | Apr. 29, 2016USD ($) |
Description Of Business And Spin Off [Line Items] | |
Total liabilities transferred from Parent | $ 22,292 |
Accounts Payable [Member] | |
Description Of Business And Spin Off [Line Items] | |
Total liabilities transferred from Parent | 13,607 |
Benefit Plan Liabilities [Member] | |
Description Of Business And Spin Off [Line Items] | |
Total liabilities transferred from Parent | 5,964 |
Other Liabilities [Member] | |
Description Of Business And Spin Off [Line Items] | |
Total liabilities transferred from Parent | $ 2,721 |
Basis of Presentation and Sig52
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) | Jan. 01, 2016USD ($) | Dec. 31, 2016USD ($)Hospital | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)Hospital | Apr. 29, 2016shares |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Secured net leverage ratio | 3.93 | ||||
Change in estimate, impacted in contractual allowances | $ 9,247,789,000 | $ 8,795,674,000 | $ 7,877,299,000 | ||
Change in estimate, impacted in provision for bad debts | $ 280,586,000 | 258,520,000 | 264,502,000 | ||
Accounts receivable ageing description | Company’s assessment of the collectability of managed care and commercial accounts receivable aged greater than one year based on a review of historical cash collections for these accounts. | ||||
Operating revenues, net of contractual allowances and discounts | $ 2,419,053,000 | 2,445,858,000 | 2,410,002,000 | ||
Increase (decrease) in net operating revenues during period for contractual allowance adjustments related to final cost report settlements on previous program reimbursements | (5,800,000) | (15,100,000) | 9,200,000 | ||
Increase (decrease) in net operating revenues during period for all other contractual allowance adjustments related to final cost report settlements on previous program reimbursements | 4,000,000 | 1,900,000 | |||
Operating revenues | 12,104,580,000 | 11,613,826,000 | 10,705,195,000 | ||
Charity care services | 5,700,000 | 5,000,000 | 9,500,000 | ||
Accounts receivable, net of contractual allowances | 380,685,000 | 390,890,000 | |||
General and administrative costs | 55,200,000 | $ 43,500,000 | $ 49,700,000 | ||
Acquired finite-lived intangible asset, residual value | $ 0 | ||||
New date of annual goodwill impairment test | The Company performs its annual testing of impairment for goodwill in the fourth quarter of each year. | ||||
Noncontrolling interests and redeemable noncontrolling interests | The Company’s consolidated and combined financial statements include all assets, liabilities, revenues and expenses of less than 100% owned entities that it controls. | ||||
Maximum period during which assets held for sale sold | 12 months | ||||
Spin-off from CHS [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Number of shares distributed to each stockholder in spin-off | shares | 1 | ||||
Number of shares held by each stockholder of the parent used to determine share distribution in spin-off | shares | 4 | ||||
Restricted Stock [Member] | Spin-off from CHS [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Number of shares distributed to each stockholder in spin-off | shares | 1 | ||||
Number of shares held by each stockholder of the parent used to determine share distribution in spin-off | shares | 4 | ||||
Prior to Adoption of Accounting Standards Update 2015-03 [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Debt issuance costs | $ 0 | ||||
Accrued Salaries and Benefits [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Undiscounted reserve for self-insured employee health benefits | $ 11,000,000 | ||||
Capitalized Internal Use Software, Except Significant System Conversions [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Finite-lived intangible assets, useful life | 3 years | ||||
Community Health Systems, Inc [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Number of Hospitals | Hospital | 4 | ||||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 100.00% | 100.00% | |||
Sales Revenue, Net [Member] | Credit Concentration Risk [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 5.00% | 5.00% | 5.00% | ||
Illinois [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Increase (decrease) in net operating revenues during period for contractual allowance adjustments related to final cost report settlements on previous program reimbursements | $ (11,100,000) | $ (11,100,000) | |||
Number of Hospitals | Hospital | 9 | ||||
Medicare Revenues [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Operating revenues, net of contractual allowances and discounts | $ 170,400,000 | 146,900,000 | 133,000,000 | ||
Charity Care [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Operating revenues | 34,600,000 | 30,400,000 | 51,600,000 | ||
Medicaid State Supplemental Payment Program [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Operating revenues, net of contractual allowances and discounts | 83,200,000 | 68,000,000 | |||
Medicare [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Operating revenues, net of contractual allowances and discounts | 673,074,000 | 656,799,000 | 681,010,000 | ||
Accounts receivable, net of contractual allowances | $ 72,600,000 | $ 67,700,000 | |||
Medicare [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 9.80% | 9.20% | |||
Medicaid [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Operating revenues, net of contractual allowances and discounts | $ 446,273,000 | $ 443,479,000 | $ 420,050,000 | ||
Medicaid [Member] | Illinois [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Accounts receivable, net of contractual allowances | $ 34,800,000 | $ 36,400,000 | |||
Medicaid [Member] | Illinois [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Concentration risk, percentage | 4.70% | 4.90% | |||
Uncollectible Receivables [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Change in estimate, impacted in contractual allowances | $ 11,400,000 | ||||
Change in estimate, impacted in provision for bad debts | 11,400,000 | ||||
Uncollectible Receivables [Member] | Patient Accounts Receivable [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Change in estimation to reduce net realizable value | $ 22,800,000 | ||||
Maximum [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Secured net leverage ratio | 4.50 | ||||
Maximum [Member] | Capitalized Internal Use Software, Significant System Conversions [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Finite-lived intangible assets, useful life | 10 years | ||||
Maximum [Member] | Land Improvements [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful life of asset | 20 years | ||||
Maximum [Member] | Buildings and Improvements [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful life of asset | 40 years | ||||
Maximum [Member] | Equipment and Fixtures [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful life of asset | 18 years | ||||
Minimum [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Number of days from date of discharge in which company establishes doubtful accounts reserve on non-self pay payor receivables | 365 days | ||||
Minimum [Member] | Capitalized Internal Use Software, Significant System Conversions [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Finite-lived intangible assets, useful life | 8 years | ||||
Minimum [Member] | Land Improvements [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful life of asset | 3 years | ||||
Minimum [Member] | Buildings and Improvements [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful life of asset | 5 years | ||||
Minimum [Member] | Equipment and Fixtures [Member] | |||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||
Estimated useful life of asset | 3 years |
Basis of Presentation and Sig53
Basis of Presentation and Significant Accounting Policies (Summary of Components of Net Operating Revenues Before Provision for Bad Debts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Health Care Organizations [Abstract] | |||
Operating revenues | $ 12,104,580 | $ 11,613,826 | $ 10,705,195 |
Less: Contractual allowances | (9,247,789) | (8,795,674) | (7,877,299) |
Less: Discounts | (437,738) | (372,294) | (417,894) |
Total net operating revenues, before the provision for bad debts | $ 2,419,053 | $ 2,445,858 | $ 2,410,002 |
Basis of Presentation and Sig54
Basis of Presentation and Significant Accounting Policies (Summary of Net Operating Revenues, Before the Provision for Bad Debts, by Payor Source) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Total net operating revenues, before the provision for bad debts | $ 2,419,053 | $ 2,445,858 | $ 2,410,002 |
Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% |
Medicare [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Total net operating revenues, before the provision for bad debts | $ 673,074 | $ 656,799 | $ 681,010 |
Medicare [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Concentration risk, percentage | 27.80% | 26.90% | 28.30% |
Medicaid [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Total net operating revenues, before the provision for bad debts | $ 446,273 | $ 443,479 | $ 420,050 |
Medicaid [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Concentration risk, percentage | 18.40% | 18.10% | 17.40% |
Managed Care and Commercial Plans [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Total net operating revenues, before the provision for bad debts | $ 952,535 | $ 984,480 | $ 907,667 |
Managed Care and Commercial Plans [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Concentration risk, percentage | 39.40% | 40.30% | 37.70% |
Self-Pay [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Total net operating revenues, before the provision for bad debts | $ 242,095 | $ 247,234 | $ 287,470 |
Self-Pay [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Concentration risk, percentage | 10.10% | 10.00% | 11.90% |
Non-Patient [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Total net operating revenues, before the provision for bad debts | $ 105,076 | $ 113,866 | $ 113,805 |
Non-Patient [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Concentration risk, percentage | 4.30% | 4.70% | 4.70% |
Basis of Presentation and Sig55
Basis of Presentation and Significant Accounting Policies (Summary of Components of Amounts Due from and Due to Third-Party Payors) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | $ 116,235 | $ 110,806 |
Due to third-party payors | 42,537 | 30,103 |
Previous Program Reimbursements and Final Cost Report Settlements [Member] | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | 23,876 | 33,732 |
Due to third-party payors | 33,366 | 21,015 |
State Supplemental Payment Programs [Member] | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | 92,359 | 77,074 |
Due to third-party payors | $ 9,171 | $ 9,088 |
Basis of Presentation and Sig56
Basis of Presentation and Significant Accounting Policies (Summary of Portion of Medicaid Reimbursements Attributable to State Supplemental Payment Programs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Medicaid revenues | $ 12,104,580 | $ 11,613,826 | $ 10,705,195 |
Provider taxes and other expenses | 2,424,099 | 2,081,009 | 2,039,642 |
State Supplemental Payment Programs [Member] | |||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||
Medicaid revenues | 220,389 | 211,696 | 192,771 |
Provider taxes and other expenses | 76,616 | 75,929 | 73,149 |
Reimbursements attributable to state supplemental payment programs, net of expenses | $ 143,773 | $ 135,767 | $ 119,622 |
Basis of Presentation and Sig57
Basis of Presentation and Significant Accounting Policies (Summary of Components of Accounts Receivable Before Contractual Allowances Discounts and Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Total patient accounts receivable gross, Amount | $ 2,586,476 | $ 2,326,832 |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Third-Parties [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Total patient accounts receivable gross, Amount | $ 1,930,103 | $ 1,688,138 |
Third-Parties [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 74.60% | 72.60% |
Self-Pay [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Total patient accounts receivable gross, Amount | $ 656,373 | $ 638,694 |
Self-Pay [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 25.40% | 27.40% |
Basis of Presentation and Sig58
Basis of Presentation and Significant Accounting Policies (Summary of Changes in Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Balance at beginning of period | $ 346,507 | $ 341,527 | $ 334,210 |
Acquisitions and divestitures | 0 | 0 | 34,972 |
Provision for bad debts | 280,586 | 258,520 | 264,502 |
Amounts written off, net of recoveries | (266,297) | (253,540) | (292,157) |
Balance at end of period | $ 360,796 | $ 346,507 | $ 341,527 |
Basis of Presentation and Sig59
Basis of Presentation and Significant Accounting Policies (Summary of States in Which Company Generates More Than 5% of its Total Revenues) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)Hospital | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Concentration Risk [Line Items] | |||||||||||
Total net operating revenues before the provision for bad debts, Amount | $ 515,240 | $ 543,939 | $ 529,737 | $ 549,551 | $ 558,226 | $ 543,143 | $ 538,352 | $ 547,617 | $ 2,138,467 | $ 2,187,338 | $ 2,145,500 |
Illinois [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of Hospitals | Hospital | 9 | ||||||||||
Total net operating revenues before the provision for bad debts, Amount | $ 811,565 | $ 822,501 | $ 856,151 | ||||||||
Illinois [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 35.10% | 35.30% | 37.30% | ||||||||
Oregon [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of Hospitals | Hospital | 1 | ||||||||||
Total net operating revenues before the provision for bad debts, Amount | $ 210,818 | $ 201,610 | $ 166,212 | ||||||||
Oregon [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 9.10% | 8.60% | 7.20% | ||||||||
Georgia [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of Hospitals | Hospital | 3 | ||||||||||
Total net operating revenues before the provision for bad debts, Amount | $ 216,745 | $ 224,330 | $ 213,509 | ||||||||
Georgia [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 9.40% | 9.60% | 9.30% | ||||||||
California [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of Hospitals | Hospital | 2 | ||||||||||
Total net operating revenues before the provision for bad debts, Amount | $ 199,743 | $ 209,500 | $ 195,617 | ||||||||
California [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 8.60% | 9.00% | 8.50% | ||||||||
Kentucky [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of Hospitals | Hospital | 3 | ||||||||||
Total net operating revenues before the provision for bad debts, Amount | $ 121,988 | $ 131,077 | $ 139,332 | ||||||||
Kentucky [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 5.30% | 5.60% | 6.10% |
Basis of Presentation and Sig60
Basis of Presentation and Significant Accounting Policies (Summary of Major Components of Other Operating Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Operating Expenses [Line Items] | |||
Taxes and insurance | $ 129,775 | $ 124,635 | $ 125,859 |
Transition services agreements and allocations from Parent | 66,441 | 60,166 | 40,485 |
Repairs and maintenance | 42,986 | 45,945 | 46,069 |
Utilities | 29,833 | 29,856 | 30,449 |
Other miscellaneous operating expenses | 77,500 | 75,365 | 77,738 |
Total other operating expenses | 645,802 | 634,233 | 619,808 |
Purchased Services [Member] | |||
Other Operating Expenses [Line Items] | |||
Professional fees | 180,672 | 176,758 | 181,626 |
Medical Specialist Fees [Member] | |||
Other Operating Expenses [Line Items] | |||
Professional fees | 106,803 | 85,042 | 80,680 |
Community Health Systems, Inc [Member] | Management Fees From Parent [Member] | |||
Other Operating Expenses [Line Items] | |||
Other operating expenses | $ 11,792 | $ 36,466 | $ 36,902 |
Basis of Presentation and Sig61
Basis of Presentation and Significant Accounting Policies (Summary of Activity Related to Electronic Health Records Incentives) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Electronic Health Records Incentives Earned [Abstract] | |||
Electronic health records incentives receivable at beginning of period | $ 11,227 | $ 12,204 | $ 15,350 |
Electronic health records incentives earned | 7,843 | 11,428 | 21,312 |
Cash incentive payments received | (13,808) | (10,084) | (20,642) |
Adjustments to receivable based on final cost report settlement or audit | (1,073) | (2,321) | (3,816) |
Electronic health records incentives receivable at end of period | 4,189 | 11,227 | 12,204 |
Deferred revenue related to electronic health records incentives at beginning of period | 0 | (14,351) | (22,601) |
Cash received and deferred during period | (3,639) | 0 | (15,098) |
Recognition of deferred incentives as earned | 3,639 | 14,351 | 23,348 |
Deferred revenue related to electronic health records incentives at end of period | 0 | 0 | (14,351) |
Total electronic health records incentives earned during period | 11,482 | 25,779 | 44,660 |
Total cash incentive payments received during period | $ 17,447 | $ 10,084 | $ 35,740 |
Impairment of Long-Lived Asse62
Impairment of Long-Lived Assets and Goodwill (Narrative) (Details) $ in Thousands | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)Hospital | Dec. 31, 2014USD ($)Hospital |
Impaired Long Lived Assets And Goodwill [Line Items] | ||||||
Impairment of long-lived assets | $ 38,800 | $ 45,400 | ||||
Goodwill impairment charge | $ 125,000 | $ 0 | ||||
Impairment of long-lived assets | $ 291,870 | $ 13,000 | $ 1,000 | |||
Number of hospitals long lived assets impaired | Hospital | 7 | 1 | ||||
Hospital Operations Reporting Unit [Member] | ||||||
Impaired Long Lived Assets And Goodwill [Line Items] | ||||||
Impairment of long-lived assets | 82,700 | |||||
Goodwill impairment charge | $ 200,000 | 2,700 | 200,000 | |||
Goodwill impaired adjustment to initial estimate amount | $ 80,000 | |||||
Hospitals Held for Sale [Member] | ||||||
Impaired Long Lived Assets And Goodwill [Line Items] | ||||||
Goodwill impairment charge | $ 5,000 |
Acquisitions and Divestitures63
Acquisitions and Divestitures (Narrative) (Details) $ in Thousands | Dec. 01, 2016USD ($)bed | Jan. 27, 2014USD ($)bed | Dec. 31, 2016USD ($)Hospitalbed | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||
Number of licensed beds | bed | 3,459 | ||||
Proceeds from sale of hospitals | $ 13,746 | $ 0 | $ 0 | ||
Impairment of long-lived assets | 291,870 | 13,000 | 1,000 | ||
Gain (loss) on sale of business | $ (2,150) | 0 | 0 | ||
Winder, Georgia | |||||
Business Acquisition [Line Items] | |||||
Number of Hospitals | Hospital | 3 | ||||
Paintsville, Kentucky [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Hospitals | Hospital | 3 | ||||
Barrow Regional Medical Center [Member] | Winder, Georgia | |||||
Business Acquisition [Line Items] | |||||
Disposal date | Dec. 31, 2016 | ||||
Number of beds in hospital sold | bed | 56 | ||||
Proceeds from sale of hospitals | $ 6,600 | ||||
Pre-tax loss from disposal of discontinued operation | 14,500 | 6,200 | 3,900 | ||
Impairment of long-lived assets | 4,000 | ||||
Gain (loss) on sale of business | $ (1,200) | ||||
Sandhills Regional Medical Center [Member] | Hamlet, North Carolina [Member] | |||||
Business Acquisition [Line Items] | |||||
Disposal date | Dec. 1, 2016 | ||||
Number of beds in hospital sold | bed | 64 | ||||
Proceeds from sale of hospitals | $ 7,200 | ||||
Pre-tax loss from disposal of discontinued operation | $ 6,900 | $ 2,000 | $ 2,300 | ||
Gain (loss) on sale of business | (1,000) | ||||
Sandhills Regional Medical Center [Member] | Hamlet, North Carolina [Member] | Property, Equipment and Capitalized Software [Member] | |||||
Business Acquisition [Line Items] | |||||
Impairment of long-lived assets | $ 4,800 | ||||
HMA [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, date of acquisition | Jan. 27, 2014 | ||||
Number of Hospitals | Hospital | 4 | ||||
Business combination, consideration paid | $ 135,600 | ||||
Number of hospitals sold | Hospital | 2 | ||||
HMA [Member] | Barrow Regional Medical Center [Member] | Winder, Georgia | |||||
Business Acquisition [Line Items] | |||||
Number of licensed beds | bed | 56 | ||||
HMA [Member] | Clearview Regional Medical Center [Member] | Monroe, Georgia [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of licensed beds | bed | 77 | ||||
HMA [Member] | Paul B. Hall Regional Medical Center [Member] | Paintsville, Kentucky [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of licensed beds | bed | 72 | ||||
HMA [Member] | Sandhills Regional Medical Center [Member] | Hamlet, North Carolina [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of licensed beds | bed | 64 |
Acquisitions and Divestitures64
Acquisitions and Divestitures (Summary of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 27, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 416,833 | $ 541,704 | $ 534,916 | |
HMA [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 31,888 | |||
Property and equipment | 65,090 | |||
Goodwill | 65,066 | |||
Other long-term assets | 10,587 | |||
Liabilities | (35,116) | |||
Noncontrolling interests | (1,906) | |||
Total consideration paid or allocated from CHS | $ 135,609 | |||
All Other Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets | 422 | 79 | ||
Current assets | (343) | |||
Property and equipment | 851 | 3,190 | 786 | |
Goodwill | 129 | 6,788 | 5,451 | |
Other long-term assets | 564 | 69 | ||
Liabilities | (1,229) | |||
Liabilities | 16 | |||
Noncontrolling interests | (1,716) | |||
Noncontrolling interests | 132 | |||
Total consideration paid or allocated from CHS | $ 785 | $ 8,019 | $ 6,385 |
Property and Equipment (Summary
Property and Equipment (Summary of Components of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | $ 1,519,975 | $ 1,603,653 |
Less: Accumulated depreciation and amortization | (786,075) | (723,404) |
Total property and equipment, net | 733,900 | 880,249 |
Land and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 84,474 | 100,053 |
Building and improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 782,892 | 853,853 |
Equipment and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 592,463 | 616,667 |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | $ 60,146 | $ 33,080 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 83 | $ 90.9 | $ 89.3 |
Assets held under capital lease obligations, at cost | 30.2 | 23.4 | |
Assets held under capital lease obligations, net of accumulated amortization | 27.5 | $ 22.4 | |
Purchases of property and equipment accrued in accounts payable | $ 15.7 |
Goodwill and Intangible Asset67
Goodwill and Intangible Assets (Summary of Changes in Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 541,704 | $ 534,916 |
Acquisitions | 129 | 6,788 |
Impairment | (125,000) | 0 |
Goodwill, ending balance | $ 416,833 | $ 541,704 |
Goodwill and Intangible Asset68
Goodwill and Intangible Assets (Goodwill Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | |||
Goodwill | $ 416,833 | $ 541,704 | $ 534,916 |
Hospital Operations Reporting Unit [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 383,500 | 508,400 | |
Hospital Management Advisory and Consulting Services Reporting Unit [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 33,300 | $ 33,300 |
Goodwill and Intangible Asset69
Goodwill and Intangible Assets (Summary of the Components of Intangible Assets ) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | $ 236,552 | $ 254,810 |
Accumulated amortization | (157,779) | (136,915) |
Total finite-lived intangible assets, net | 78,773 | 117,895 |
Total indefinite-lived intangible assets | 6,209 | 11,355 |
Total intangible assets, gross | 242,761 | 266,165 |
Total intangible assets, net | 84,982 | 129,250 |
Trade Names [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 4,000 | 4,000 |
Medical Licenses and Other Indefinite-Lived Intangible Assets [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Total indefinite-lived intangible assets | 2,209 | 7,355 |
Capitalized Software Costs [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 180,855 | 194,941 |
Accumulated amortization | (118,391) | (98,004) |
Total finite-lived intangible assets, net | 62,464 | 96,937 |
Physician Income Guarantee Contracts [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 11,355 | 16,594 |
Accumulated amortization | (6,329) | (9,560) |
Total finite-lived intangible assets, net | 5,026 | 7,034 |
Other Finite-Lived Intangible Assets [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 44,342 | 43,275 |
Accumulated amortization | (33,059) | (29,351) |
Total finite-lived intangible assets, net | $ 11,283 | $ 13,924 |
Goodwill and Intangible Asset70
Goodwill and Intangible Assets (Intangible Assets Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of long-lived assets | $ 38,800 | $ 45,400 | ||
Finite-lived intangible assets, gross | 236,552 | $ 236,552 | $ 254,810 | |
Capitalized Software Costs [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of long-lived assets | 18,900 | |||
Finite-lived intangible assets, gross | 180,855 | 180,855 | $ 194,941 | |
Capitalized Software Costs in Development Stage [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets, gross | $ 2,700 | $ 2,700 |
Goodwill and Intangible Asset71
Goodwill and Intangible Assets (Summary of the Components of Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense related to finite-lived intangible assets | $ 31,167 | $ 34,602 | $ 35,725 |
Amortization of leasehold improvements and property and equipment assets held under capital lease obligations | 3,111 | 2,496 | 2,610 |
Total amortization expense | 34,278 | 37,098 | 38,335 |
Capitalized Software Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense related to finite-lived intangible assets | 25,193 | 27,317 | 26,991 |
Physician Income Guarantee Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense related to finite-lived intangible assets | 3,108 | 3,951 | 5,149 |
Other Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense related to finite-lived intangible assets | $ 2,866 | $ 3,334 | $ 3,585 |
Goodwill and Intangible Asset72
Goodwill and Intangible Assets (Amortization Expense Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets Except Software Costs and Physician Income Guarantee Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, weighted-average useful life | 5 years 6 months |
Goodwill and Intangible Asset73
Goodwill and Intangible Assets (Summary of Future Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 23,217 | |
2,018 | 16,810 | |
2,019 | 12,813 | |
2,020 | 9,212 | |
2,021 | 8,812 | |
Thereafter | 7,909 | |
Total finite-lived intangible assets, net | $ 78,773 | $ 117,895 |
Long-Term Debt (Summary of Comp
Long-Term Debt (Summary of Components of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 29, 2016 | Apr. 28, 2016 | Apr. 27, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Total debt, excluding debt issuance costs and discounts | $ 1,295,589 | $ 23,415 | |||
Unamortized debt issuance costs and discounts | (48,764) | $ 0 | 0 | ||
Capital lease obligations | 25,588 | 22,323 | |||
Other debt | 1,582 | 1,092 | |||
Total debt | 1,246,825 | 23,415 | |||
Less: Current maturities of long-term debt | (5,683) | (7,915) | |||
Long-term debt | 1,241,142 | $ 1,250,497 | $ 24,179 | 15,500 | |
Due to Parent, net | 0 | $ 0 | $ 1,813,836 | 1,800,908 | |
Senior Notes, maturing 2023 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt, excluding debt issuance costs and discounts | 400,000 | 0 | |||
ABL Credit Facility, maturing 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt, excluding debt issuance costs and discounts | 0 | 0 | |||
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt, excluding debt issuance costs and discounts | 0 | 0 | |||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt, excluding debt issuance costs and discounts | $ 868,419 | $ 0 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) $ in Thousands | Apr. 29, 2016Agreement | Dec. 31, 2016USD ($) | Apr. 28, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | ||||
Number of credit agreement | Agreement | 2 | |||
Capitalized costs for debt issuance, discounts or premium | $ | $ 48,764 | $ 0 | $ 0 |
Long-Term Debt (Senior Credit F
Long-Term Debt (Senior Credit Facility Narrative) (Details) | Apr. 29, 2016USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Discount | $ 24,536,000 | $ 0 | |||
Secured net leverage ratio | 3.93 | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured net leverage ratio | 4.50 | ||||
Senior Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured net leverage ratio to exercise incremental term loan commitments description | Through December 31, 2018, the Company may request to exercise Incremental Term Loan Commitments, as defined in the CS Agreement, only if the Secured Net Leverage Ratio, adjusted for the requested Incremental Term Loan borrowing, is below 3.35 to 1.00. After December 31, 2018, the Company may request to exercise Incremental Term Loan Commitments for the greater of $100 million or an amount which would produce a Secured Net Leverage Ratio of 3.35 to 1.00. | ||||
Leverage ratio to incur permitted additional debt description | Through December 31, 2018, the Company is allowed to incur Permitted Additional Debt, as defined in the CS Agreement, only Total Leverage Ratio, adjustment for the Permitted Additional Debt, is below 4.50 to 1.00. After December 31, 2018, the Company may incur Permitted Additional Debt so long as the Total Leverage Ratio, adjusted for the Permitted Additional Debt, is below 5.50 to 1.00. | ||||
Letters of credit outstanding | $ 6,500,000 | ||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 880,000,000 | ||||
Debt Instrument, Unamortized Discount | $ 17,600,000 | ||||
Term Facility Issued Percentage on Par Value | 98.00% | ||||
Debt Instrument, Maturity Date | Apr. 29, 2022 | ||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | CS Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 7.70% | ||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | CS Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 5.75% | ||||
Derivative, Floor Interest Rate | 1.00% | ||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | CS Agreement [Member] | Alternate Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 4.75% | ||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | CS Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 8.73% | ||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | CS Amendment [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 6.75% | ||||
Derivative, Floor Interest Rate | 1.00% | ||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | CS Amendment [Member] | Alternate Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 5.75% | ||||
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | ||||
Debt Instrument, Maturity Date | Apr. 29, 2021 | ||||
Line of credit, outstanding balance | $ 0 | ||||
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | CS Amendment [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
Derivative, Floor Interest Rate | 0.00% | ||||
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | CS Amendment [Member] | Alternate Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | Scenario Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000,000 | $ 87,500,000 |
Long-Term Debt (Maximum Secured
Long-Term Debt (Maximum Secured Net Leverage Ratio Permitted) (Details) | Dec. 31, 2016 |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 3.93 |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 4.50 |
Senior Credit Facility [Member] | Period from January 1, 2017 to June 30, 2017 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 4.50 |
Senior Credit Facility [Member] | Period from July 1, 2017 to December 31, 2018 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 4.25 |
Senior Credit Facility [Member] | Period from January 1, 2019 and thereafter [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 4 |
Long-Term Debt (ABL Credit Faci
Long-Term Debt (ABL Credit Facility Narrative) (Details) - ABL Credit Facility, maturing 2021 [Member] - USD ($) | Apr. 29, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000,000 | |
Line of credit, outstanding balance | $ 0 | |
Line of Credit Facility, Maturity Date | Apr. 29, 2021 | |
Covenant Trigger Event, minimum required excess availability amount | $ 12,500,000 | |
Covenant Trigger Event, minimum required excess availability as percentage of aggregate commitments | 10.00% | |
Credit facility, excess availability amount | $ 118,900,000 | |
Minimum Consolidated Fixed Charge Ratio required to be maintained if covenant trigger event occurs | 1.10 | |
Cash Dominion Trigger Event, minimum required excess availability as percentage of aggregate commitments | 12.50% | |
Cash Dominion Trigger Event, minimum required excess availability amount | $ 15,000,000 | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Derivative, Floor Interest Rate | 0.00% | |
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |
Base Rate [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
Base Rate [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% |
Long-Term Debt (Senior Notes Na
Long-Term Debt (Senior Notes Narrative) (Details) - USD ($) | Apr. 22, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Debt Instrument, Unamortized Discount | $ 24,536,000 | $ 0 | |
Senior Notes, maturing 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 400,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 11.625% | ||
Debt Instrument, Unamortized Discount | $ 6,900,000 | ||
Debt instrument issue discount percentage | 1.734% | ||
Debt Instrument, Maturity Date | Apr. 15, 2023 | ||
Debt Instrument, Payment Terms | Payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2016. | ||
Debt Instrument, Frequency of Periodic Payment | semi-annually | ||
Debt Instrument, Date of First Required Payment | Oct. 15, 2016 | ||
Debt Instrument, Interest Rate, Effective Percentage | 12.469% | ||
Debt Instrument, Redemption Price Percentage | 100.00% | ||
Senior Notes, maturing 2023 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Redemption Price Percentage | 35.00% |
Long-Term Debt (Summary of Rede
Long-Term Debt (Summary of Redemption Dates and Prices of Senior Notes) (Details) - Senior Notes, maturing 2023 [Member] | Apr. 22, 2016 | Dec. 31, 2016 |
Debt Instrument Redemption [Line Items] | ||
Debt Instrument, Redemption Price Percentage | 100.00% | |
Period from April 15, 2019 to April 14, 2020 [Member] | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument, Redemption Price Percentage | 108.719% | |
Period from April 15, 2020 to April 14, 2021 [Member] | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument, Redemption Price Percentage | 105.813% | |
Period from April 15, 2021 to April 14, 2022 [Member] | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument, Redemption Price Percentage | 102.906% | |
Period from April 15, 2022 to April 14, 2023 [Member] | ||
Debt Instrument Redemption [Line Items] | ||
Debt Instrument, Redemption Price Percentage | 100.00% |
Long-Term Debt (Summary of Re81
Long-Term Debt (Summary of Redemption Dates and Prices of Senior Notes) (Parenthetical) (Details) - Senior Notes, maturing 2023 [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Period from April 15, 2019 to April 14, 2020 [Member] | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument, Redemption Period, Start Date | Apr. 15, 2019 |
Debt Instrument, Redemption Period, End Date | Apr. 14, 2020 |
Period from April 15, 2020 to April 14, 2021 [Member] | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument, Redemption Period, Start Date | Apr. 15, 2020 |
Debt Instrument, Redemption Period, End Date | Apr. 14, 2021 |
Period from April 15, 2021 to April 14, 2022 [Member] | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument, Redemption Period, Start Date | Apr. 15, 2021 |
Debt Instrument, Redemption Period, End Date | Apr. 14, 2022 |
Period from April 15, 2022 to April 14, 2023 [Member] | |
Debt Instrument Redemption [Line Items] | |
Debt Instrument, Redemption Period, Start Date | Apr. 15, 2022 |
Debt Instrument, Redemption Period, End Date | Apr. 14, 2023 |
Long-Term Debt (Summary of Unam
Long-Term Debt (Summary of Unamortized Debt Issuance Costs and Discounts) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 28, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | |||
Debt issuance costs | $ 29,146 | $ 0 | |
Debt discounts | 24,536 | 0 | |
Total debt issuance costs and discounts at origination | 53,682 | 0 | |
Less: Amortization of debt issuance costs and discounts | (4,918) | 0 | |
Total unamortized debt issuance costs and discounts | $ 48,764 | $ 0 | $ 0 |
Long-Term Debt (Capital Lease O
Long-Term Debt (Capital Lease Obligations and Other Debt Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 25,588 | $ 22,323 |
New Corporate Office [Member] | Brentwood, Tennessee [Member] | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 18,700 |
Long-Term Debt (Summary of Debt
Long-Term Debt (Summary of Debt Maturities for Next Five Years and Thereafter) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 5,683 | |
2,018 | 10,518 | |
2,019 | 10,144 | |
2,020 | 10,251 | |
2,021 | 10,357 | |
Thereafter | 1,248,636 | |
Total debt, excluding unamortized debt issuance costs and discounts | $ 1,295,589 | $ 23,415 |
Long-Term Debt (Summary of Co85
Long-Term Debt (Summary of Components of Interest Expense, Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs and discounts | $ 4,918 | $ 0 | $ 0 |
All other interest expense (income), net | (849) | 283 | (639) |
Total interest expense, net | 113,440 | 98,290 | 92,926 |
Due to Parent, net | 35,814 | 98,007 | 93,565 |
Senior Notes, maturing 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 32,166 | 0 | 0 |
ABL Credit Facility, maturing 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 342 | 0 | 0 |
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 330 | 0 | 0 |
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 40,719 | 0 | 0 |
Interest Expense Portion From Long Term Debt [Member] | |||
Debt Instrument [Line Items] | |||
Total interest expense, net | $ 77,626 | $ 283 | $ (639) |
Other Long-Term Liabilities (Su
Other Long-Term Liabilities (Summary of Components of Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term liability | $ 74,194 | $ 77,423 |
Insurance reserve for workers' compensation liability, long-term liability | 17,416 | 20,507 |
Benefit plan liabilities | 10,722 | 3,376 |
Deferred rent | 4,001 | 3,770 |
Other miscellaneous long-term liabilities | 2,663 | 3,065 |
Total other long-term liabilities | 108,996 | 108,141 |
Professional and General Liability Insurance [Member] | ||
Other Liabilities Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term liability | $ 74,194 | $ 77,423 |
Fair Value Of Financial Instr87
Fair Value Of Financial Instruments (Summary of Carrying Values and Estimated Fair Values of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | $ 1,295,589 | $ 23,415 |
Total long-term debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 1,211,317 | 23,415 |
ABL Credit Facility, maturing 2021 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 0 | 0 |
Total long-term debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 0 | 0 |
Senior Notes, maturing 2023 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 400,000 | 0 |
Total long-term debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 334,720 | 0 |
Other debt [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 27,170 | 23,415 |
Total long-term debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 27,170 | 23,415 |
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 0 | 0 |
Total long-term debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 0 | 0 |
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 868,419 | 0 |
Total long-term debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | $ 849,427 | $ 0 |
Leases (Summary of Commitments
Leases (Summary of Commitments Relating to Non-Cancellable Operating and Capital Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Operating leases - 2017 | [1] | $ 31,779 | |
Operating leases - 2018 | [1] | 24,407 | |
Operating leases - 2019 | [1] | 19,189 | |
Operating leases - 2020 | [1] | 13,964 | |
Operating leases - 2021 | [1] | 9,477 | |
Operating leases - Thereafter | [1] | 18,758 | |
Operating leases - Total minimum future payments | [1] | 117,574 | |
Capital leases - 2017 | 2,644 | ||
Capital leases - 2018 | 2,523 | ||
Capital leases - 2019 | 2,552 | ||
Capital leases - 2020 | 2,590 | ||
Capital leases - 2021 | 2,628 | ||
Capital leases - Thereafter | 23,039 | ||
Capital leases - Total minimum future payments | 35,976 | ||
Less: Imputed interest | (10,388) | ||
Total capital lease obligations | 25,588 | $ 22,323 | |
Less: Current portion | (1,185) | ||
Total long-term capital lease obligations | $ 24,403 | ||
[1] | Minimum lease payments have not been reduced by minimum sublease rentals due in the future of $3.8 million. |
Leases (Summary of Commitment89
Leases (Summary of Commitments Relating to Non-Cancellable Operating and Capital Leases) (Parenthetical) (Details) $ in Millions | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
Operating leases, future minimum sublease rentals due | $ 3.8 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)$ / sharesshares | Apr. 29, 2016USD ($)vote / shares$ / sharesshares | Dec. 31, 2015USD ($) | |
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 100,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | ||
Preferred stock, shares issued | 0 | ||
Common stock, shares authorized | 300,000,000 | ||
Common stock, shares issued | 29,482,050 | ||
Common stock, shares outstanding | 29,482,050 | 28,412,054 | |
Common stock, par value | $ / shares | $ 0.0001 | ||
Contributed capital, in excess of par value of common stock | $ | $ 537,911 | $ 0 | |
Spin-off from CHS [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 100,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | ||
Preferred stock, shares issued | 0 | ||
Common stock, shares authorized | 300,000,000 | ||
Common stock, shares issued | 28,412,054 | ||
Common stock, par value | $ / shares | $ 0.0001 | ||
Common stock voting description | Holders of the Company’s common stock are entitled to one vote for each share held of record on all matters for which stockholders may vote. Holders of the Company’s common stock will not have cumulative voting rights in the election of directors. | ||
Number of vote | vote / shares | 1 | ||
Contributed capital, in excess of par value of common stock | $ | $ 530,600 |
Income Taxes (Summary of Compon
Income Taxes (Summary of Components of Provision for (Benefit from) Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 530 | 762 | 572 |
Total provision for (benefit from) current income taxes | 530 | 762 | 572 |
Deferred: | |||
Federal | (51,177) | 1,749 | 4,790 |
State | (3,228) | 793 | 217 |
Total provision for (benefit from) deferred income taxes | (54,405) | 2,542 | 5,007 |
Total provision for (benefit from) income taxes | $ (53,875) | $ 3,304 | $ 5,579 |
Income Taxes (Schedule of Recon
Income Taxes (Schedule of Reconciliation between Statutory Federal Income Tax Rate and Effective Tax Rate) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Provision for (benefit from) income taxes at statutory federal tax rate, Amount | $ (139,685) | $ 2,814 | $ 4,527 |
State income taxes, net of federal income tax benefit, Amount | (47,749) | (171) | (1,202) |
Net (income) loss attributable to noncontrolling interests, Amount | (872) | (1,189) | 157 |
Non-deductible goodwill and Spin-off costs, Amount | 36,009 | 0 | 0 |
Change in valuation allowance, Amount | 94,745 | 1,459 | 1,791 |
All other, Amount | 3,677 | 391 | 306 |
Total provision for (benefit from) income taxes | $ (53,875) | $ 3,304 | $ 5,579 |
Provision for (benefit from) income taxes at statutory federal tax rate, Percentage | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal income tax benefit, Percentage | 12.00% | (2.10%) | (9.30%) |
Net (income) loss attributable to noncontrolling interests, Percentage | 0.20% | (14.80%) | 1.20% |
Non-deductible goodwill and Spin-off costs, Percentage | (9.00%) | 0.00% | 0.00% |
Change in valuation allowance, Percentage | (23.70%) | 18.20% | 13.80% |
All other, Percentage | (1.00%) | 4.80% | 2.40% |
Total effective tax rate | 13.50% | 41.10% | 43.10% |
Income Taxes - (Summary of Comp
Income Taxes - (Summary of Components of Deferred Income Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Net operating loss and credit carryforwards | $ 72,195 | $ 53,558 |
Property and equipment | 0 | 0 |
Prepaid expenses | 0 | 0 |
Goodwill and intangible assets | 0 | 0 |
Investments in unconsolidated affiliates | 298 | 0 |
Other current and long-term liabilities | 39,112 | 25,634 |
Accounts receivable | 1,532 | 5,561 |
Accrued vacation | 9,506 | 9,209 |
Accrued liabilities | 251 | 440 |
Deferred compensation | 10,208 | 637 |
Other current and long-term assets | 5,462 | 1,370 |
Total deferred income tax assets before valuation allowance | 138,564 | 96,409 |
Valuation allowance | (114,216) | (8,587) |
Total deferred income tax assets | 24,348 | 87,822 |
Liabilities | ||
Net operating loss and credit carryforwards | 0 | 0 |
Property and equipment | 10,447 | 80,429 |
Prepaid expenses | 6,874 | 7,206 |
Goodwill and intangible assets | 27,193 | 36,828 |
Investments in unconsolidated affiliates | 0 | 1,772 |
Other current and long-term liabilities | 965 | 776 |
Accounts receivable | 10,290 | 1,841 |
Accrued vacation | 0 | 0 |
Accrued liabilities | 0 | 0 |
Deferred compensation | 0 | 0 |
Other current and long-term assets | 53 | 0 |
Total deferred income tax liabilities, before valuation allowance | 55,822 | 128,852 |
Valuation allowance | 0 | 0 |
Total deferred income tax liabilities, net | $ 31,474 | $ 41,030 |
Income Taxes (Operating Loss Ca
Income Taxes (Operating Loss Carryforwards Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 114,216 | $ 8,587 |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 70,000 | |
Operating loss carryforwards expiration start year | 2,037 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 635,100 | |
Operating loss carryforwards expiration start year | 2,017 | |
Operating loss carryforwards expiration end year | 2,037 |
Income Taxes (Valuation Allowan
Income Taxes (Valuation Allowance Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance increased | $ 105,600 | $ 1,500 | |
Valuation allowance allocated to additional paid in capital relates to pre-spin activities | 10,000 | ||
Valuation allowance relates to deferred tax assets recorded through other comprehensive income | 900 | ||
Valuation allowance recorded through tax expense | $ 94,745 | $ 1,459 | $ 1,791 |
Earnings Per Share (Summary of
Earnings Per Share (Summary of Computation of Basic and Diluted Earnings (Loss) Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||||||||||
Net income (loss) | $ (90,092) | $ (6,452) | $ (243,966) | $ (4,687) | $ 781 | $ (4,075) | $ 2,205 | $ 5,824 | $ (345,197) | $ 4,735 | $ 7,353 |
Less: Net income (loss) attributable to noncontrolling interests | 574 | 507 | 1,095 | 315 | 1,360 | 1,638 | 775 | (375) | 2,491 | 3,398 | (448) |
Net income (loss) attributable to Quorum Health Corporation | $ (90,666) | $ (6,959) | $ (245,061) | $ (5,002) | $ (579) | $ (5,713) | $ 1,430 | $ 6,199 | $ (347,688) | $ 1,337 | $ 7,801 |
Denominator: | |||||||||||
Weighted-average shares outstanding - basic and diluted | 28,416,801 | 28,413,532 | 28,412,720 | 28,412,054 | 28,412,054 | 28,412,054 | 28,412,054 | 28,412,054 | 28,413,247 | 28,412,054 | 28,412,054 |
Basic and diluted earnings (loss) per share attributable to Quorum Health Corporation stockholders | $ (3.19) | $ (0.24) | $ (8.63) | $ (0.18) | $ (0.02) | $ (0.20) | $ 0.05 | $ 0.22 | $ (12.24) | $ 0.05 | $ 0.27 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | Apr. 27, 2016 | Dec. 31, 2016 | Apr. 29, 2016 |
Earnings Per Share [Abstract] | |||
Common stock, shares outstanding | 29,482,050 | 28,412,054 | |
Dilutive Shares | 0 | 0 |
Segments (Narrative) (Details)
Segments (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segments (Summary of Financial
Segments (Summary of Financial Information Related to the Company`s Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Total net operating revenues | $ 515,240 | $ 543,939 | $ 529,737 | $ 549,551 | $ 558,226 | $ 543,143 | $ 538,352 | $ 547,617 | $ 2,138,467 | $ 2,187,338 | $ 2,145,500 |
Total adjusted EBITDA | 162,922 | 263,667 | 264,825 | ||||||||
Total capital expenditures for property and equipment | 79,920 | 59,455 | 69,066 | ||||||||
Total assets | 1,994,370 | 2,294,856 | 1,994,370 | 2,294,856 | |||||||
Hospital Operations Reporting Unit [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net operating revenues | 2,052,751 | 2,096,831 | 2,049,193 | ||||||||
Total adjusted EBITDA | 184,000 | 249,375 | 251,309 | ||||||||
Total capital expenditures for property and equipment | 44,903 | 59,272 | 68,889 | ||||||||
Total assets | 1,802,121 | 2,256,557 | 1,802,121 | 2,256,557 | |||||||
All Other Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net operating revenues | 85,716 | 90,507 | 96,307 | ||||||||
Total adjusted EBITDA | (21,078) | 14,292 | 13,516 | ||||||||
Total capital expenditures for property and equipment | 35,017 | 183 | $ 177 | ||||||||
Total assets | $ 192,249 | $ 38,299 | $ 192,249 | $ 38,299 |
Segments (Summary of Reconcilia
Segments (Summary of Reconciliation of Adjusted EBITDA to Net Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting [Abstract] | |||||||||||
Total adjusted EBITDA | $ 162,922 | $ 263,667 | $ 264,825 | ||||||||
Interest expense, net | (113,440) | (98,290) | (92,926) | ||||||||
Provision for (benefit from) income taxes | 53,875 | (3,304) | (5,579) | ||||||||
Depreciation and amortization | (117,288) | (128,001) | (127,593) | ||||||||
Legal, professional and settlement costs | (7,342) | 0 | (30,374) | ||||||||
Impairment of-long-lived assets and goodwill | (291,870) | (13,000) | (1,000) | ||||||||
Loss on sale of hospitals, net | (2,150) | 0 | 0 | ||||||||
Transaction costs related to the Spin-off | (5,488) | (16,337) | 0 | ||||||||
Severance costs for post-spin headcount reductions | (1,617) | 0 | 0 | ||||||||
Change in estimate related to collectability of patient accounts receivable | (22,799) | 0 | 0 | ||||||||
Net income (loss) | $ (90,092) | $ (6,452) | $ (243,966) | $ (4,687) | $ 781 | $ (4,075) | $ 2,205 | $ 5,824 | $ (345,197) | $ 4,735 | $ 7,353 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ in Thousands | May 03, 2016Directorshares | Apr. 29, 2016shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Community Health Systems, Inc [Member] | Corporate Allocations [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based compensation expense included in corporate management fee | $ | $ 81,059 | $ 243,018 | $ 227,971 | |||
Community Health Systems, Inc [Member] | Corporate Allocations [Member] | Share-based Compensation Expense Included in Corporate Management Fee [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share based compensation expense included in corporate management fee | $ | 2,300 | $ 7,000 | $ 5,800 | |||
Spin-off from CHS [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of cancelled shares in connection with the Spin-off | 66.67% | |||||
QHC and CHS Restricted Stock Awards Held By QHC Employees as of Spin-off Date [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ | $ 2,600 | 2,600 | ||||
QHC Restricted Stock Awards Granted Following Spin-off [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units, shares granted | 1,081,005 | |||||
Unrecognized stock-based compensation expense | $ | $ 2,600 | $ 2,600 | ||||
2016 Stock Award Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock that may be issued under stock award plan | 4,700,000 | |||||
2016 Stock Award Plan [Member] | Restricted Stock [Member] | Performance-Based Vesting [Member] | Executive Officers [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units, shares granted | 460,000 | |||||
Share-based compensation, vesting period | 3 years | |||||
2016 Stock Award Plan [Member] | Restricted Stock [Member] | Time-Based Vesting [Member] | Certain Employees [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units, shares granted | 551,005 | |||||
Share-based compensation, vesting period | 3 years | |||||
2016 Stock Award Plan [Member] | Restricted Stock [Member] | Time-Based Vesting [Member] | Non-Employee Director, Individual [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units, shares granted | 10,000 | |||||
Share-based compensation, vesting description | The restrictions on the time-vested restricted stock awards will lapse on the first anniversary of the grant date. | |||||
Number of directors | Director | 7 | |||||
2016 Stock Award Plan [Member] | Restricted Stock, Recoupment Awards [Member] | Time-Based Vesting [Member] | Certain Employees [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units, shares granted | 106,005 | |||||
Share-based compensation, vesting description | Restrictions on the recoupment awards lapse in equal installments on the second and third anniversaries of the grant date. |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Activity Related to Unvested Restricted Stock Awards) (Details) | 8 Months Ended |
Dec. 31, 2016$ / sharesshares | |
QHC Awards Distributed in Spin-off [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock awards at beginning of period, Shares | 692,409 |
Vested, Shares | (7,415) |
Forfeited, Shares | (11,007) |
Unvested restricted stock awards at end of period, Shares | 673,987 |
QHC Awards Distributed in Spin-off [Member] | QHC Employees [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock awards at beginning of period, Shares | 54,321 |
Vested, Shares | (1,317) |
Forfeited, Shares | (542) |
Unvested restricted stock awards at end of period, Shares | 52,462 |
QHC Awards Distributed in Spin-off [Member] | CHS Employees [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock awards at beginning of period, Shares | 638,088 |
Vested, Shares | (6,098) |
Forfeited, Shares | (10,465) |
Unvested restricted stock awards at end of period, Shares | 621,525 |
QHC Restricted Stock Awards Granted Following Spin-off [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock awards at beginning of period, Shares | 0 |
Granted, Shares | 1,081,005 |
Vested, Shares | 0 |
Forfeited, Shares | 0 |
Unvested restricted stock awards at end of period, Shares | 1,081,005 |
Unvested restricted stock awards at beginning of period, Weighted Average Grant Date Fair Value | $ / shares | $ 0 |
Granted, Weighted Average Grant Date Fair Value | $ / shares | 12.77 |
Vested, Weighted Average Grant Date Fair Value | $ / shares | 0 |
Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 0 |
Unvested restricted stock awards at end of period, Weighted Average Grant Date Fair Value | $ / shares | $ 12.77 |
Stock-Based Compensation (Su103
Stock-Based Compensation (Summary of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 7,441 | $ 0 | $ 0 |
Resulting from Spin-off [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 3,089 | 0 | 0 |
Related to Grants Following Spin-off [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 4,352 | $ 0 | $ 0 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) | Sep. 16, 2016Installmentshares | Aug. 18, 2016 | Apr. 29, 2016USD ($) | Dec. 31, 2016USD ($)Hospital | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined contribution plan, total expense | $ 13,600,000 | $ 13,000,000 | $ 13,100,000 | |||
Estimated deferred compensation liability | $ 23,000,000 | |||||
Effective date of plan | Jan. 1, 2017 | |||||
Pension Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of Hospitals | Hospital | 1 | |||||
Defined benefit plan, expected contributions by employer | $ 500,000 | |||||
Weighted- average assumptions used in determining net periodic cost, discount rate | 3.75% | |||||
Weighted- average assumptions used in determining net periodic cost, annual compensation increase | 3.00% | |||||
Weighted- average assumptions used in determining net periodic cost, expected long-term rate on return on assets | 7.00% | |||||
Benefits expense | $ 300,000 | $ 300,000 | $ 300,000 | |||
Accrued benefit liability | 1,100,000 | |||||
Original SERP Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued benefit liability | $ 6,000,000 | |||||
Defined benefit plan, assets transferred | $ 0 | |||||
Amended and Restated SERP Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Estimated prior service costs that will be amortized from accumulated other comprehensive income into net periodic benefit costs for year ended December 31, 2017 | 400,000 | |||||
Accumulated benefit obligation | $ 7,000,000 | |||||
Weighted- average assumptions used in determining net periodic cost, discount rate | 3.20% | 0.00% | 0.00% | |||
Weighted- average assumptions used in determining net periodic cost, annual compensation increase | 3.00% | 0.00% | 0.00% | |||
Amended and Restated SERP Plan [Member] | Accrued Salaries and Benefits [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Current portion of benefit liability | $ 2,300,000 | |||||
Amended and Restated SERP Plan [Member] | Other long-term liabilities [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Long-term portion of benefit liability | 7,100,000 | |||||
Maximum [Member] | Director's Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of annual installments | Installment | 15 | |||||
Common stock shares available for issuance | shares | 150,000 | |||||
QHCCS, LLC Nonqualified Deferred Compensation Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Estimated deferred compensation liability | $ 100,000 | |||||
QHCCS, LLC Nonqualified Deferred Compensation Plan [Member] | Maximum [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of incentive compensation participants are permitted to defer | 100.00% |
Employee Benefit Plans (Summary
Employee Benefit Plans (Summary of Components of Net Periodic Benefit Costs) (Details) - Amended and Restated SERP Plan [Member] - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 1,270 | $ 1,270 | $ 0 | $ 0 |
Interest cost | $ 190 | 237 | 0 | 0 |
Plan service cost (credit) | 268 | 0 | 0 | |
Net loss (gain) | 12 | 0 | 0 | |
Total net periodic benefit cost | $ 1,787 | $ 0 | $ 0 |
Employee Benefit Plans (Summ106
Employee Benefit Plans (Summary of Weighted-Average Assumptions Used to Determine Net Periodic Benefit Costs) (Details) - Amended and Restated SERP Plan [Member] | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.20% | 0.00% | 0.00% |
Rate of compensation increase | 3.00% | 0.00% | 0.00% |
Employee Benefit Plans (Summ107
Employee Benefit Plans (Summary of Changes Recognized in Other Comprehensive Income (Loss) (Details) - Amended and Restated SERP Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Prior service cost (credit) | $ 2,949 | $ 0 |
Net loss (gain) arising during period | 14 | 0 |
Amortization or curtailment recognition of prior service (cost) credit | (264) | 0 |
Amortization or settlement recognition of net gain (loss) | (3) | 0 |
Total recognized in other comprehensive loss (income) | $ 2,696 | $ 0 |
Employee Benefit Plans (Summ108
Employee Benefit Plans (Summary of Changes in Benefit Obligation) (Details) - Amended and Restated SERP Plan [Member] - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Change in benefit obligation | ||||
Benefit obligation transferred from the Spin-off | $ 5,964 | $ 0 | $ 0 | |
Service cost | 1,270 | 1,270 | 0 | $ 0 |
Interest cost | 190 | 237 | 0 | 0 |
Plan amendments | 2,921 | 0 | ||
Actuarial (gain) loss | (911) | 0 | ||
Benefit obligation at end of year | $ 9,434 | $ 9,434 | $ 0 | $ 0 |
Employee Benefit Plans (Summ109
Employee Benefit Plans (Summary of Weighted-Average Assumptions Used to Determine Benefit Obligation) (Details) - Amended and Restated SERP Plan [Member] | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.60% | 0.00% |
Rate of compensation increase | 2.00% | 0.00% |
Employee Benefit Plans (Summ110
Employee Benefit Plans (Summary of Expected Future Benefit Payments) (Details) - Amended and Restated SERP Plan [Member] $ in Thousands | Dec. 31, 2016USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,017 | $ 2,275 |
2,018 | 0 |
2,019 | 0 |
2,020 | 0 |
2,021 | 1,288 |
Five years thereafter | 10,780 |
Total | $ 14,343 |
Related Party Transactions (Sum
Related Party Transactions (Summary of Allocated Costs from Parent) (Details) - Community Health Systems, Inc [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Management Fees From Parent [Member] | |||
Related Party Transaction [Line Items] | |||
Related party operating costs and expenses | $ 11,792 | $ 36,466 | $ 36,902 |
Allocated Costs from CHS during the Carve-Out Period [Member] | |||
Related Party Transaction [Line Items] | |||
Related party operating costs and expenses | 81,059 | 243,018 | 227,971 |
Allocated Costs from CHS during the Carve-Out Period [Member] | Insurance Costs [Member] | |||
Related Party Transaction [Line Items] | |||
Related party operating costs and expenses | 44,246 | 134,290 | 121,202 |
Allocated Costs from CHS during the Carve-Out Period [Member] | Management Fees From Parent [Member] | |||
Related Party Transaction [Line Items] | |||
Related party operating costs and expenses | 11,792 | 36,466 | 36,902 |
Allocated Costs from CHS during the Carve-Out Period [Member] | All Other Allocated Costs [Member] | |||
Related Party Transaction [Line Items] | |||
Related party operating costs and expenses | $ 25,021 | $ 72,262 | $ 69,867 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | Apr. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Related Party Transaction [Line Items] | ||||
Interest Expense, Related Party | $ 35,814 | $ 98,007 | $ 93,565 | |
Community Health Systems, Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest Expense, Related Party | 35,800 | 98,000 | 93,600 | |
Terms of transitional service agreements | 5 years | |||
Community Health Systems, Inc [Member] | Transition Services Agreements and Allocation from Parent Prior to Spin-Off [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total expenses incurred and allocation from parent | $ 66,400 | $ 60,200 | $ 40,500 | |
Community Health Systems, Inc [Member] | Transition Services Agreements | ||||
Related Party Transaction [Line Items] | ||||
Terms of transitional service agreements | 5 years | |||
Community Health Systems, Inc [Member] | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 4.00% | |||
Community Health Systems, Inc [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 7.00% |
Commitments and Contingencie113
Commitments and Contingencies (Narrative) (Details) | Jan. 15, 2017USD ($) | Dec. 23, 2016 | Jul. 28, 2016USD ($) | Apr. 29, 2016 | Dec. 31, 2016USD ($)Hospital | Dec. 31, 2015USD ($) | Dec. 31, 2014Hospital |
Other Commitments [Line Items] | |||||||
Property and equipment, at cost | $ 1,519,975,000 | $ 1,603,653,000 | |||||
Community Health Systems, Inc [Member] | |||||||
Other Commitments [Line Items] | |||||||
Number of Hospitals | Hospital | 4 | ||||||
Terms of transitional service agreements | 5 years | ||||||
McKenzie – Williamette Medical Center Project [Member] | Asset Under Construction [Member] | Construction and Capital Commitments [Member] | |||||||
Other Commitments [Line Items] | |||||||
Property and equipment, at cost | 48,900,000 | ||||||
Construction costs incurred during the period | 38,500,000 | ||||||
Increased in estimated costs due to expansion of project, including emergency room and operating rooms | 105,000,000 | ||||||
Total estimated costs of project, including equipment costs | $ 88,000,000 | ||||||
Expected project to be completed period | Late 2017 or early 2018 | ||||||
Helena Regional Medical Center Master Lease [Member] | Construction and Capital Commitments [Member] | |||||||
Other Commitments [Line Items] | |||||||
Estimated capital expenditure of remaining lease term | $ 1,000,000 | ||||||
Lease Expiration Date | Jan. 1, 2025 | ||||||
Other Renovation Projects [Member] | Construction and Capital Commitments [Member] | |||||||
Other Commitments [Line Items] | |||||||
Expected project to be completed period | 2,017 | ||||||
Number of Hospitals | Hospital | 3 | ||||||
Total estimated cost of projects | $ 11,000,000 | ||||||
Physician Recruiting Commitments, Income Guarantee [Member] | |||||||
Other Commitments [Line Items] | |||||||
Maximum potential amount of future payments in excess of liabilities recorded | $ 2,100,000 | ||||||
Guarantee period | 1 year | ||||||
Commitment periods over which physician agrees to practice in designated community | 3 years | ||||||
Physician guarantee contract liabilities | $ 1,600,000 | $ 2,700,000 | |||||
Professional and General Liability Insurance [Member] | |||||||
Other Commitments [Line Items] | |||||||
Self-insured retention level | $ 5,000,000 | ||||||
Professional and General Liability Insurance [Member] | All Other Self-insurance Reserves [Member] | |||||||
Other Commitments [Line Items] | |||||||
Discounted weighted-average risk-free rate | 2.00% | ||||||
Estimated discounted claims liability | $ 14,700,000 | ||||||
Estimated undiscounted claims liability | $ 16,400,000 | ||||||
Professional and General Liability Insurance [Member] | Insurance Reserves Indemnified By CHS, Inc. [Member] | |||||||
Other Commitments [Line Items] | |||||||
Discounted weighted-average risk-free rate | 1.50% | 0.80% | |||||
Estimated undiscounted claims liability | $ 86,600,000 | $ 102,000,000 | |||||
Worker's Compensation Liability [Member] | |||||||
Other Commitments [Line Items] | |||||||
Self-insured retention level | $ 500,000 | ||||||
Worker's Compensation Liability [Member] | All Other Self-insurance Reserves [Member] | |||||||
Other Commitments [Line Items] | |||||||
Discounted weighted-average risk-free rate | 2.00% | ||||||
Estimated discounted claims liability | $ 3,200,000 | ||||||
Estimated undiscounted claims liability | 3,500,000 | ||||||
Quorum Health Resources [Member] | Professional and General Liability Insurance [Member] | |||||||
Other Commitments [Line Items] | |||||||
Self-insured retention level | 6,000,000 | ||||||
Quorum Health Resources [Member] | Hancock Medical Center [Member] | |||||||
Other Commitments [Line Items] | |||||||
Litigation award payable | $ 9,400,000 | ||||||
Liability related to litigation | 12,600,000 | ||||||
Insurance receivable to litigation | 8,900,000 | ||||||
Quorum Health Resources [Member] | United Tort Claimants and Douthitt-Dugger, et al. [Member] | |||||||
Other Commitments [Line Items] | |||||||
Plaintiffs' claims liability not covered by insurance | $ 5,100,000 | ||||||
Percentage of fault of company for plaintiffs' injuries | 16.50% | ||||||
Lawsuit filing date | June 11, 2010 | ||||||
Quorum Health Resources [Member] | Subsequent Event [Member] | Hancock Medical Center [Member] | |||||||
Other Commitments [Line Items] | |||||||
Litigation award payable | $ 12,600,000 | ||||||
Estimated liability of company | $ 5,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - (Summary of Insurance Reserves Related to Professional and General Liability and Workers Compensation Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | $ 17,580 | $ 21,120 |
Insurance reserve for workers' compensation liability, current receivable | 4,863 | 8,314 |
Total self-insurance reserves, current receivable | 22,443 | 29,434 |
Insurance reserves for professional and general liability, long-term receivable | 59,652 | 76,489 |
Insurance reserve for workers' compensation liability, long-term receivable | 15,958 | 20,507 |
Total self-insurance reserves, long-term receivable | 75,610 | 96,996 |
Insurance reserves for professional and general liability, current liability | 17,810 | 21,120 |
Insurance reserve for workers' compensation liability, current liability | 6,599 | 8,314 |
Total self-insurance reserves, current liability | 24,409 | 29,434 |
Insurance reserves for professional and general liability, long-term liability | 74,194 | 77,423 |
Insurance reserve for workers' compensation liability, long-term liability | 17,416 | 20,507 |
Total self-insurance reserves, long-term liability | 91,610 | 97,930 |
Insurance Reserves Indemnified By CHS, Inc. [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | 17,580 | 21,120 |
Insurance reserve for workers' compensation liability, current receivable | 4,863 | 8,314 |
Insurance reserves for professional and general liability, long-term receivable | 59,652 | 72,412 |
Insurance reserve for workers' compensation liability, long-term receivable | 15,958 | 20,507 |
Insurance reserves for professional and general liability, current liability | 17,580 | 21,120 |
Insurance reserve for workers' compensation liability, current liability | 4,863 | 8,314 |
Insurance reserves for professional and general liability, long-term liability | 59,652 | 72,412 |
Insurance reserve for workers' compensation liability, long-term liability | 15,958 | 20,507 |
All Other Self-insurance Reserves [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | 0 | 0 |
Insurance reserve for workers' compensation liability, current receivable | 0 | 0 |
Insurance reserves for professional and general liability, long-term receivable | 0 | 4,077 |
Insurance reserve for workers' compensation liability, long-term receivable | 0 | 0 |
Insurance reserves for professional and general liability, current liability | 230 | 0 |
Insurance reserve for workers' compensation liability, current liability | 1,736 | 0 |
Insurance reserves for professional and general liability, long-term liability | 14,542 | 5,011 |
Insurance reserve for workers' compensation liability, long-term liability | $ 1,458 | $ 0 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) $ in Thousands | Apr. 06, 2017USD ($) | Mar. 31, 2017USD ($)bed | Mar. 30, 2017bed | Jan. 04, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)bed | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Subsequent Event [Line Items] | ||||||||
Proceeds from the sale of hospitals | $ 13,746 | $ 0 | $ 0 | |||||
Impairment of long-lived assets | 291,870 | 13,000 | 1,000 | |||||
Pay down of term loan | $ 15,222 | 1,563 | 1,631 | |||||
Term Loan Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument required principal payment | 2018-12 | |||||||
Georgia [Member] | Subsequent Event [Member] | Definitive Agreement to Trinity Hospital [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Disposal date | Mar. 30, 2017 | |||||||
Number of beds in hospital sold | bed | 231 | |||||||
Cherokee Medical Center [Member] | Subsequent Event [Member] | Term Loan Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Pay down of term loan | $ 4,300 | |||||||
Cherokee Medical Center [Member] | Alabama [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Pre-tax loss from disposal of discontinued operation | $ 5,000 | 5,300 | 4,200 | |||||
Cherokee Medical Center [Member] | Alabama [Member] | Property, Equipment and Capitalized Software [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Impairment of long-lived assets | $ 3,900 | 2,000 | ||||||
Cherokee Medical Center [Member] | Alabama [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Disposal date | Mar. 31, 2017 | |||||||
Number of beds in hospital sold | bed | 60 | |||||||
Proceeds from the sale of hospitals | $ 4,300 | |||||||
Barrow Regional Medical Center [Member] | Subsequent Event [Member] | Term Loan Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Pay down of term loan | $ 6,600 | |||||||
Barrow Regional Medical Center [Member] | Georgia [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Disposal date | Dec. 31, 2016 | |||||||
Number of beds in hospital sold | bed | 56 | |||||||
Proceeds from the sale of hospitals | $ 6,600 | |||||||
Pre-tax loss from disposal of discontinued operation | 14,500 | $ 6,200 | $ 3,900 | |||||
Impairment of long-lived assets | $ 4,000 | |||||||
Sandhills Regional Medical Center [Member] | Term Loan Facility [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Pay down of term loan | $ 7,200 |
Quarterly Financial Data (Un116
Quarterly Financial Data (Unaudited) (Summary of Company's Quarterly Operating Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total net operating revenues | $ 515,240 | $ 543,939 | $ 529,737 | $ 549,551 | $ 558,226 | $ 543,143 | $ 538,352 | $ 547,617 | $ 2,138,467 | $ 2,187,338 | $ 2,145,500 |
Net income (loss) | (90,092) | (6,452) | (243,966) | (4,687) | 781 | (4,075) | 2,205 | 5,824 | (345,197) | 4,735 | 7,353 |
Less: Net income (loss) attributable to noncontrolling interests | 574 | 507 | 1,095 | 315 | 1,360 | 1,638 | 775 | (375) | 2,491 | 3,398 | (448) |
Net income (loss) attributable to Quorum Health Corporation | $ (90,666) | $ (6,959) | $ (245,061) | $ (5,002) | $ (579) | $ (5,713) | $ 1,430 | $ 6,199 | $ (347,688) | $ 1,337 | $ 7,801 |
Earnings (loss) per share attributable to Quorum Health Corporation stockholders: | |||||||||||
Basic and diluted | $ (3.19) | $ (0.24) | $ (8.63) | $ (0.18) | $ (0.02) | $ (0.20) | $ 0.05 | $ 0.22 | $ (12.24) | $ 0.05 | $ 0.27 |
Weighted-average shares outstanding: | |||||||||||
Basic and diluted | 28,416,801 | 28,413,532 | 28,412,720 | 28,412,054 | 28,412,054 | 28,412,054 | 28,412,054 | 28,412,054 | 28,413,247 | 28,412,054 | 28,412,054 |
Guarantor and Non-Guarantor 117
Guarantor and Non-Guarantor Supplemental Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Percentage of owned domestic subsidiaries which guaranteed senior notes | 100.00% |
Guarantor and Non-Guarantor 118
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating and Combining Statement of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues, net of contractual allowances and discounts | $ 2,419,053 | $ 2,445,858 | $ 2,410,002 | ||||||||
Provision for bad debts | 280,586 | 258,520 | 264,502 | ||||||||
Net operating revenues | $ 515,240 | $ 543,939 | $ 529,737 | $ 549,551 | $ 558,226 | $ 543,143 | $ 538,352 | $ 547,617 | 2,138,467 | 2,187,338 | 2,145,500 |
Operating costs and expenses: | |||||||||||
Salaries and benefits | 1,057,119 | 1,016,696 | 1,012,618 | ||||||||
Supplies | 258,639 | 249,792 | 244,590 | ||||||||
Other operating expenses | 645,802 | 634,233 | 619,808 | ||||||||
Depreciation and amortization | 117,288 | 128,001 | 127,593 | ||||||||
Rent | 49,883 | 48,729 | 48,319 | ||||||||
Electronic health records incentives earned | (11,482) | (25,779) | (44,660) | ||||||||
Legal, professional and settlement costs | 7,342 | 0 | 30,374 | ||||||||
Impairment of long-lived assets and goodwill | 291,870 | 13,000 | 1,000 | ||||||||
Loss on sale of hospitals, net | 2,150 | 0 | 0 | ||||||||
Transaction costs related to the Spin-off | 5,488 | 16,337 | 0 | ||||||||
Total operating costs and expenses | 2,424,099 | 2,081,009 | 2,039,642 | ||||||||
Income (loss) from operations | (285,632) | 106,329 | 105,858 | ||||||||
Interest expense, net | 113,440 | 98,290 | 92,926 | ||||||||
Equity in loss (earnings) of affiliates | 0 | 0 | 0 | ||||||||
Income (loss) before income taxes | (399,072) | 8,039 | 12,932 | ||||||||
Provision for (benefit from) income taxes | (53,875) | 3,304 | 5,579 | ||||||||
Net income (loss) | (90,092) | (6,452) | (243,966) | (4,687) | 781 | (4,075) | 2,205 | 5,824 | (345,197) | 4,735 | 7,353 |
Less: Net income (loss) attributable to noncontrolling interests | 574 | 507 | 1,095 | 315 | 1,360 | 1,638 | 775 | (375) | 2,491 | 3,398 | (448) |
Net income (loss) attributable to Quorum Health Corporation | $ (90,666) | $ (6,959) | $ (245,061) | $ (5,002) | $ (579) | $ (5,713) | $ 1,430 | $ 6,199 | (347,688) | 1,337 | 7,801 |
Reportable Legal Entities [Member] | Parent Issuer [Member] | |||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues, net of contractual allowances and discounts | 0 | 0 | 0 | ||||||||
Provision for bad debts | 0 | 0 | 0 | ||||||||
Net operating revenues | 0 | 0 | 0 | ||||||||
Operating costs and expenses: | |||||||||||
Salaries and benefits | 0 | 0 | 0 | ||||||||
Supplies | 0 | 0 | 0 | ||||||||
Other operating expenses | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Rent | 0 | 0 | 0 | ||||||||
Electronic health records incentives earned | 0 | 0 | 0 | ||||||||
Legal, professional and settlement costs | 0 | 0 | |||||||||
Impairment of long-lived assets and goodwill | 0 | 0 | 0 | ||||||||
Loss on sale of hospitals, net | 0 | ||||||||||
Transaction costs related to the Spin-off | 0 | 0 | |||||||||
Total operating costs and expenses | 0 | 0 | 0 | ||||||||
Income (loss) from operations | 0 | 0 | 0 | ||||||||
Interest expense, net | 78,266 | 0 | 0 | ||||||||
Equity in loss (earnings) of affiliates | 258,078 | 0 | 0 | ||||||||
Income (loss) before income taxes | (336,344) | 0 | 0 | ||||||||
Provision for (benefit from) income taxes | (2,318) | 0 | 0 | ||||||||
Net income (loss) | (334,026) | 0 | 0 | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to Quorum Health Corporation | (334,026) | 0 | 0 | ||||||||
Reportable Legal Entities [Member] | Other Guarantors [Member] | |||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues, net of contractual allowances and discounts | 1,811,586 | 1,833,226 | 1,834,588 | ||||||||
Provision for bad debts | 211,921 | 204,968 | 209,705 | ||||||||
Net operating revenues | 1,599,665 | 1,628,258 | 1,624,883 | ||||||||
Operating costs and expenses: | |||||||||||
Salaries and benefits | 715,925 | 687,596 | 694,901 | ||||||||
Supplies | 180,098 | 177,421 | 175,339 | ||||||||
Other operating expenses | 505,778 | 507,514 | 492,638 | ||||||||
Depreciation and amortization | 97,318 | 105,320 | 101,908 | ||||||||
Rent | 27,741 | 27,871 | 28,322 | ||||||||
Electronic health records incentives earned | (8,948) | (21,001) | (36,240) | ||||||||
Legal, professional and settlement costs | 7,342 | 30,374 | |||||||||
Impairment of long-lived assets and goodwill | 242,685 | 13,000 | 1,000 | ||||||||
Loss on sale of hospitals, net | 0 | ||||||||||
Transaction costs related to the Spin-off | 4,105 | 12,161 | |||||||||
Total operating costs and expenses | 1,772,044 | 1,509,882 | 1,488,242 | ||||||||
Income (loss) from operations | (172,379) | 118,376 | 136,641 | ||||||||
Interest expense, net | 32,541 | 86,363 | 82,970 | ||||||||
Equity in loss (earnings) of affiliates | 58,605 | (16,857) | 130 | ||||||||
Income (loss) before income taxes | (263,525) | 48,870 | 53,541 | ||||||||
Provision for (benefit from) income taxes | (35,576) | 16,904 | 21,815 | ||||||||
Net income (loss) | (227,949) | 31,966 | 31,726 | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 0 | (621) | (2,325) | ||||||||
Net income (loss) attributable to Quorum Health Corporation | (227,949) | 32,587 | 34,051 | ||||||||
Reportable Legal Entities [Member] | Non-Guarantors [Member] | |||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues, net of contractual allowances and discounts | 607,467 | 612,632 | 575,414 | ||||||||
Provision for bad debts | 68,665 | 53,552 | 54,797 | ||||||||
Net operating revenues | 538,802 | 559,080 | 520,617 | ||||||||
Operating costs and expenses: | |||||||||||
Salaries and benefits | 341,194 | 329,100 | 317,717 | ||||||||
Supplies | 78,541 | 72,371 | 69,251 | ||||||||
Other operating expenses | 140,024 | 126,719 | 127,170 | ||||||||
Depreciation and amortization | 19,970 | 22,681 | 25,685 | ||||||||
Rent | 22,142 | 20,858 | 19,997 | ||||||||
Electronic health records incentives earned | (2,534) | (4,778) | (8,420) | ||||||||
Legal, professional and settlement costs | 0 | 0 | |||||||||
Impairment of long-lived assets and goodwill | 49,185 | 0 | 0 | ||||||||
Loss on sale of hospitals, net | 2,150 | ||||||||||
Transaction costs related to the Spin-off | 1,383 | 4,176 | |||||||||
Total operating costs and expenses | 652,055 | 571,127 | 551,400 | ||||||||
Income (loss) from operations | (113,253) | (12,047) | (30,783) | ||||||||
Interest expense, net | 2,633 | 11,927 | 9,956 | ||||||||
Equity in loss (earnings) of affiliates | 0 | 0 | 0 | ||||||||
Income (loss) before income taxes | (115,886) | (23,974) | (40,739) | ||||||||
Provision for (benefit from) income taxes | (15,981) | (13,600) | (16,236) | ||||||||
Net income (loss) | (99,905) | (10,374) | (24,503) | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 2,491 | 4,019 | 1,877 | ||||||||
Net income (loss) attributable to Quorum Health Corporation | (102,396) | (14,393) | (26,380) | ||||||||
Eliminations [Member] | |||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues, net of contractual allowances and discounts | 0 | 0 | 0 | ||||||||
Provision for bad debts | 0 | 0 | 0 | ||||||||
Net operating revenues | 0 | 0 | 0 | ||||||||
Operating costs and expenses: | |||||||||||
Salaries and benefits | 0 | 0 | 0 | ||||||||
Supplies | 0 | 0 | 0 | ||||||||
Other operating expenses | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Rent | 0 | 0 | 0 | ||||||||
Electronic health records incentives earned | 0 | 0 | 0 | ||||||||
Legal, professional and settlement costs | 0 | 0 | |||||||||
Impairment of long-lived assets and goodwill | 0 | 0 | 0 | ||||||||
Loss on sale of hospitals, net | 0 | ||||||||||
Transaction costs related to the Spin-off | 0 | 0 | |||||||||
Total operating costs and expenses | 0 | 0 | 0 | ||||||||
Income (loss) from operations | 0 | 0 | 0 | ||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||
Equity in loss (earnings) of affiliates | (316,683) | 16,857 | (130) | ||||||||
Income (loss) before income taxes | 316,683 | (16,857) | 130 | ||||||||
Provision for (benefit from) income taxes | 0 | 0 | 0 | ||||||||
Net income (loss) | 316,683 | (16,857) | 130 | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to Quorum Health Corporation | $ 316,683 | $ (16,857) | $ 130 |
Guarantor and Non-Guarantor 119
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | $ (90,092) | $ (6,452) | $ (243,966) | $ (4,687) | $ 781 | $ (4,075) | $ 2,205 | $ 5,824 | $ (345,197) | $ 4,735 | $ 7,353 |
Amortization and recognition of unrecognized pension cost components, net of income taxes | (2,760) | 0 | 0 | ||||||||
Comprehensive income (loss) | (347,957) | 4,735 | 7,353 | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 2,491 | 3,398 | (448) | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | (350,448) | 1,337 | 7,801 | ||||||||
Reportable Legal Entities [Member] | Parent Issuer [Member] | |||||||||||
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | (334,026) | 0 | 0 | ||||||||
Amortization and recognition of unrecognized pension cost components, net of income taxes | (2,760) | 0 | 0 | ||||||||
Comprehensive income (loss) | (336,786) | 0 | 0 | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | (336,786) | 0 | 0 | ||||||||
Reportable Legal Entities [Member] | Other Guarantors [Member] | |||||||||||
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | (227,949) | 31,966 | 31,726 | ||||||||
Amortization and recognition of unrecognized pension cost components, net of income taxes | (2,760) | 0 | 0 | ||||||||
Comprehensive income (loss) | (230,709) | 31,966 | 31,726 | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | (621) | (2,325) | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | (230,709) | 32,587 | 34,051 | ||||||||
Reportable Legal Entities [Member] | Non-Guarantors [Member] | |||||||||||
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | (99,905) | (10,374) | (24,503) | ||||||||
Amortization and recognition of unrecognized pension cost components, net of income taxes | 0 | 0 | 0 | ||||||||
Comprehensive income (loss) | (99,905) | (10,374) | (24,503) | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 2,491 | 4,019 | 1,877 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | (102,396) | (14,393) | (26,380) | ||||||||
Eliminations [Member] | |||||||||||
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | 316,683 | (16,857) | 130 | ||||||||
Amortization and recognition of unrecognized pension cost components, net of income taxes | 2,760 | 0 | 0 | ||||||||
Comprehensive income (loss) | 319,443 | (16,857) | 130 | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | $ 319,443 | $ (16,857) | $ 130 |
Guarantor and Non-Guarantor 120
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating and Combining Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Apr. 29, 2016 | Apr. 27, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||||
Cash and cash equivalents | $ 25,455 | $ 1,106 | $ 2,559 | $ 873 | ||
Patient accounts receivable, net of allowance for doubtful accounts of $360,796 and $346,507 at December 31, 2016 and 2015, respectively | 380,685 | 390,890 | ||||
Inventories | 58,124 | 60,542 | ||||
Prepaid expenses | 23,028 | 16,030 | ||||
Due from third-party payors | 116,235 | 110,806 | ||||
Current assets of hospitals held for sale | 1,502 | 0 | ||||
Other current assets | 57,942 | 59,011 | ||||
Total current assets | 662,971 | 638,385 | ||||
Intercompany receivable | 0 | 0 | ||||
Due from Parent | 0 | |||||
Property and equipment, net | 733,900 | 880,249 | ||||
Goodwill | 416,833 | 541,704 | 534,916 | |||
Intangible assets, net | 84,982 | 129,250 | ||||
Long-term assets of hospitals held for sale | 6,851 | 0 | ||||
Other long-term assets | 88,833 | 105,268 | ||||
Net investment in subsidiaries | 0 | 0 | ||||
Total assets | 1,994,370 | 2,294,856 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 5,683 | 7,915 | ||||
Accounts payable | 169,684 | 138,483 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 98,803 | 82,620 | ||||
Accrued interest | 19,915 | 0 | ||||
Due to third-party payors | 42,537 | 30,103 | ||||
Current liabilities of hospitals held for sale | 492 | |||||
Other current liabilities | 53,268 | 45,255 | ||||
Total current liabilities | 390,382 | 304,376 | ||||
Long-term debt | 1,241,142 | $ 1,250,497 | $ 24,179 | 15,500 | ||
Intercompany payable | 0 | 0 | ||||
Due to Parent, net | 0 | $ 0 | $ 1,813,836 | 1,800,908 | ||
Deferred income tax liabilities, net | 31,474 | 41,030 | ||||
Other long-term liabilities | 108,996 | 108,141 | ||||
Total liabilities | 1,771,994 | 2,269,955 | ||||
Redeemable noncontrolling interests | 6,807 | 8,958 | 2,362 | 3,131 | ||
Quorum Health Corporation stockholders' equity: | ||||||
Preferred stock | 0 | 0 | ||||
Common stock | 3 | 0 | ||||
Additional paid-in capital | 537,911 | 0 | ||||
Accumulated other comprehensive loss | (2,760) | 0 | ||||
Accumulated deficit | (334,026) | 0 | ||||
Total Quorum Health Corporation stockholders' equity | 201,128 | 0 | ||||
Parent's equity | 0 | 3,184 | ||||
Nonredeemable noncontrolling interests | 14,441 | 12,759 | ||||
Total equity | 215,569 | 15,943 | 7,918 | 7,180 | ||
Total liabilities and equity | 1,994,370 | 2,294,856 | ||||
Reportable Legal Entities [Member] | Parent Issuer [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 21,609 | 0 | 0 | 0 | ||
Patient accounts receivable, net of allowance for doubtful accounts of $360,796 and $346,507 at December 31, 2016 and 2015, respectively | 0 | 0 | ||||
Inventories | 0 | 0 | ||||
Prepaid expenses | 0 | 0 | ||||
Due from third-party payors | 0 | 0 | ||||
Current assets of hospitals held for sale | 0 | |||||
Other current assets | 0 | 0 | ||||
Total current assets | 21,609 | 0 | ||||
Intercompany receivable | 3 | 0 | ||||
Due from Parent | 0 | |||||
Property and equipment, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Long-term assets of hospitals held for sale | 0 | |||||
Other long-term assets | 0 | 0 | ||||
Net investment in subsidiaries | 1,485,213 | 0 | ||||
Total assets | 1,506,825 | 0 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 3,819 | 0 | ||||
Accounts payable | 158 | 0 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 0 | 0 | ||||
Accrued interest | 19,915 | |||||
Due to third-party payors | 0 | 0 | ||||
Current liabilities of hospitals held for sale | 0 | |||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | 23,892 | 0 | ||||
Long-term debt | 1,215,836 | 0 | ||||
Intercompany payable | 34,495 | 0 | ||||
Due to Parent, net | 0 | 0 | ||||
Deferred income tax liabilities, net | 31,474 | 0 | ||||
Other long-term liabilities | 0 | 0 | ||||
Total liabilities | 1,305,697 | 0 | ||||
Redeemable noncontrolling interests | 0 | 0 | ||||
Quorum Health Corporation stockholders' equity: | ||||||
Preferred stock | 0 | |||||
Common stock | 3 | |||||
Additional paid-in capital | 537,911 | |||||
Accumulated other comprehensive loss | (2,760) | |||||
Accumulated deficit | (334,026) | |||||
Total Quorum Health Corporation stockholders' equity | 201,128 | |||||
Parent's equity | 0 | 0 | ||||
Nonredeemable noncontrolling interests | 0 | 0 | ||||
Total equity | 201,128 | 0 | ||||
Total liabilities and equity | 1,506,825 | 0 | ||||
Reportable Legal Entities [Member] | Other Guarantors [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 3,498 | 524 | 2,452 | 792 | ||
Patient accounts receivable, net of allowance for doubtful accounts of $360,796 and $346,507 at December 31, 2016 and 2015, respectively | 277,155 | 276,003 | ||||
Inventories | 46,318 | 47,117 | ||||
Prepaid expenses | 17,874 | 12,209 | ||||
Due from third-party payors | 109,793 | 103,185 | ||||
Current assets of hospitals held for sale | 1,502 | |||||
Other current assets | 41,673 | 44,505 | ||||
Total current assets | 497,813 | 483,543 | ||||
Intercompany receivable | 126,035 | 1,300,893 | ||||
Due from Parent | 0 | |||||
Property and equipment, net | 624,457 | 749,610 | ||||
Goodwill | 252,433 | 376,875 | ||||
Intangible assets, net | 73,404 | 108,093 | ||||
Long-term assets of hospitals held for sale | 6,851 | |||||
Other long-term assets | 72,967 | 80,193 | ||||
Net investment in subsidiaries | 0 | 14,775 | ||||
Total assets | 1,653,960 | 3,113,982 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 1,560 | 7,572 | ||||
Accounts payable | 147,521 | 116,495 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 69,896 | 57,697 | ||||
Accrued interest | 0 | |||||
Due to third-party payors | 40,595 | 25,248 | ||||
Current liabilities of hospitals held for sale | 492 | |||||
Other current liabilities | 46,002 | 39,901 | ||||
Total current liabilities | 306,066 | 246,913 | ||||
Long-term debt | 24,899 | 14,820 | ||||
Intercompany payable | 86,084 | 148,851 | ||||
Due to Parent, net | 0 | 2,583,339 | ||||
Deferred income tax liabilities, net | 0 | 37,290 | ||||
Other long-term liabilities | 144,950 | 82,769 | ||||
Total liabilities | 561,999 | 3,113,982 | ||||
Redeemable noncontrolling interests | 0 | 0 | ||||
Quorum Health Corporation stockholders' equity: | ||||||
Preferred stock | 0 | |||||
Common stock | 0 | |||||
Additional paid-in capital | 1,333,347 | |||||
Accumulated other comprehensive loss | (2,760) | |||||
Accumulated deficit | (238,626) | |||||
Total Quorum Health Corporation stockholders' equity | 1,091,961 | |||||
Parent's equity | 0 | 0 | ||||
Nonredeemable noncontrolling interests | 0 | 0 | ||||
Total equity | 1,091,961 | 0 | ||||
Total liabilities and equity | 1,653,960 | 3,113,982 | ||||
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 348 | 582 | 107 | 81 | ||
Patient accounts receivable, net of allowance for doubtful accounts of $360,796 and $346,507 at December 31, 2016 and 2015, respectively | 103,530 | 114,887 | ||||
Inventories | 11,806 | 13,425 | ||||
Prepaid expenses | 5,154 | 3,821 | ||||
Due from third-party payors | 6,442 | 7,621 | ||||
Current assets of hospitals held for sale | 0 | |||||
Other current assets | 16,269 | 14,506 | ||||
Total current assets | 143,549 | 154,842 | ||||
Intercompany receivable | 84,827 | 148,847 | ||||
Due from Parent | 767,656 | |||||
Property and equipment, net | 109,443 | 130,639 | ||||
Goodwill | 164,400 | 164,829 | ||||
Intangible assets, net | 11,578 | 21,157 | ||||
Long-term assets of hospitals held for sale | 0 | |||||
Other long-term assets | 15,866 | 25,075 | ||||
Net investment in subsidiaries | 0 | 0 | ||||
Total assets | 529,663 | 1,413,045 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 304 | 343 | ||||
Accounts payable | 22,005 | 21,988 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 28,907 | 24,923 | ||||
Accrued interest | 0 | |||||
Due to third-party payors | 1,942 | 4,855 | ||||
Current liabilities of hospitals held for sale | 0 | |||||
Other current liabilities | 7,266 | 5,354 | ||||
Total current liabilities | 60,424 | 57,463 | ||||
Long-term debt | 407 | 680 | ||||
Intercompany payable | 90,286 | 1,300,889 | ||||
Due to Parent, net | 0 | 0 | ||||
Deferred income tax liabilities, net | 0 | 3,740 | ||||
Other long-term liabilities | 22,651 | 25,372 | ||||
Total liabilities | 173,768 | 1,388,144 | ||||
Redeemable noncontrolling interests | 6,807 | 8,958 | ||||
Quorum Health Corporation stockholders' equity: | ||||||
Preferred stock | 0 | |||||
Common stock | 0 | |||||
Additional paid-in capital | 412,705 | |||||
Accumulated other comprehensive loss | 0 | |||||
Accumulated deficit | (78,058) | |||||
Total Quorum Health Corporation stockholders' equity | 334,647 | |||||
Parent's equity | 0 | 3,184 | ||||
Nonredeemable noncontrolling interests | 14,441 | 12,759 | ||||
Total equity | 349,088 | 15,943 | ||||
Total liabilities and equity | 529,663 | 1,413,045 | ||||
Eliminations [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | ||
Patient accounts receivable, net of allowance for doubtful accounts of $360,796 and $346,507 at December 31, 2016 and 2015, respectively | 0 | 0 | ||||
Inventories | 0 | 0 | ||||
Prepaid expenses | 0 | 0 | ||||
Due from third-party payors | 0 | 0 | ||||
Current assets of hospitals held for sale | 0 | |||||
Other current assets | 0 | 0 | ||||
Total current assets | 0 | 0 | ||||
Intercompany receivable | (210,865) | (1,449,740) | ||||
Due from Parent | (767,656) | |||||
Property and equipment, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Long-term assets of hospitals held for sale | 0 | |||||
Other long-term assets | 0 | 0 | ||||
Net investment in subsidiaries | (1,485,213) | (14,775) | ||||
Total assets | (1,696,078) | (2,232,171) | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 0 | 0 | ||||
Accounts payable | 0 | 0 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 0 | 0 | ||||
Accrued interest | 0 | |||||
Due to third-party payors | 0 | 0 | ||||
Current liabilities of hospitals held for sale | 0 | |||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | 0 | 0 | ||||
Long-term debt | 0 | 0 | ||||
Intercompany payable | (210,865) | (1,449,740) | ||||
Due to Parent, net | 0 | (782,431) | ||||
Deferred income tax liabilities, net | 0 | 0 | ||||
Other long-term liabilities | (58,605) | 0 | ||||
Total liabilities | (269,470) | (2,232,171) | ||||
Redeemable noncontrolling interests | 0 | 0 | ||||
Quorum Health Corporation stockholders' equity: | ||||||
Preferred stock | 0 | |||||
Common stock | 0 | |||||
Additional paid-in capital | (1,746,052) | |||||
Accumulated other comprehensive loss | 2,760 | |||||
Accumulated deficit | 316,684 | |||||
Total Quorum Health Corporation stockholders' equity | (1,426,608) | |||||
Parent's equity | 0 | 0 | ||||
Nonredeemable noncontrolling interests | 0 | 0 | ||||
Total equity | (1,426,608) | 0 | ||||
Total liabilities and equity | $ (1,696,078) | $ (2,232,171) |
Guarantor and Non-Guarantor 121
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating and Combining Statement of Cash Flows (Details) - USD ($) $ in Thousands | Apr. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Condensed Cash Flow Statements Captions [Line Items] | ||||
Net cash provided by operating activities | $ 81,086 | $ 42,889 | $ 43,044 | |
Cash flows from investing activities: | ||||
Capital expenditures for property and equipment | (79,920) | (59,455) | (69,066) | |
Capital expenditures for software | (7,269) | (8,845) | (61,054) | |
Acquisitions, net of cash acquired | (785) | (8,019) | (141,994) | |
Proceeds from the sale of hospitals | 13,746 | 0 | 0 | |
Proceeds from asset sales | 1,082 | 3,114 | 258 | |
Changes in intercompany balances with affiliates, net | 0 | |||
Other investing activities | 0 | (5,387) | (242) | |
Net cash used in investing activities | (73,146) | (78,592) | (272,098) | |
Cash flows from financing activities: | ||||
Borrowings of long-term debt | 1,256,281 | 372 | 110 | |
Repayments of long-term debt | (15,222) | (1,563) | (1,631) | |
Increase in Due to Parent, net | 24,796 | 262,775 | 111,686 | |
Increase (decrease) in receivables facility, net | 0 | (224,774) | 122,064 | |
Payments of debt issuance costs | $ (29,146) | (29,146) | 0 | 0 |
Cash paid to Parent related to the Spin-off | (1,217,336) | 0 | 0 | |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (13) | 0 | 0 | |
Cash distributions to noncontrolling investors | (2,850) | (1,623) | (1,489) | |
Purchases of shares from noncontrolling investors | (101) | (937) | 0 | |
Changes in intercompany balances with affiliates, net | 0 | |||
Net cash provided by financing activities | 16,409 | 34,250 | 230,740 | |
Net change in cash and cash equivalents | 24,349 | (1,453) | 1,686 | |
Cash and cash equivalents at beginning of period | 1,106 | 2,559 | 873 | |
Cash and cash equivalents at end of period | 25,455 | 1,106 | 2,559 | |
Reportable Legal Entities [Member] | Parent Issuer [Member] | ||||
Condensed Cash Flow Statements Captions [Line Items] | ||||
Net cash provided by operating activities | (66,266) | 0 | 0 | |
Cash flows from investing activities: | ||||
Capital expenditures for property and equipment | 0 | 0 | 0 | |
Capital expenditures for software | 0 | 0 | 0 | |
Acquisitions, net of cash acquired | 0 | 0 | 0 | |
Proceeds from the sale of hospitals | 0 | |||
Proceeds from asset sales | 0 | 0 | 0 | |
Changes in intercompany balances with affiliates, net | 0 | |||
Other investing activities | 0 | 0 | 0 | |
Net cash used in investing activities | 0 | 0 | 0 | |
Cash flows from financing activities: | ||||
Borrowings of long-term debt | 1,255,464 | 0 | 0 | |
Repayments of long-term debt | (11,581) | 0 | 0 | |
Increase in Due to Parent, net | 0 | 0 | 0 | |
Increase (decrease) in receivables facility, net | 0 | 0 | 0 | |
Payments of debt issuance costs | (29,146) | |||
Cash paid to Parent related to the Spin-off | (1,217,336) | |||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | |||
Cash distributions to noncontrolling investors | 0 | 0 | 0 | |
Purchases of shares from noncontrolling investors | 0 | 0 | ||
Changes in intercompany balances with affiliates, net | 90,474 | |||
Net cash provided by financing activities | 87,875 | 0 | 0 | |
Net change in cash and cash equivalents | 21,609 | 0 | 0 | |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 | |
Cash and cash equivalents at end of period | 21,609 | 0 | 0 | |
Reportable Legal Entities [Member] | Other Guarantors [Member] | ||||
Condensed Cash Flow Statements Captions [Line Items] | ||||
Net cash provided by operating activities | 173,382 | 87,313 | 38,689 | |
Cash flows from investing activities: | ||||
Capital expenditures for property and equipment | (73,327) | (37,321) | (50,985) | |
Capital expenditures for software | (3,854) | (6,935) | (52,044) | |
Acquisitions, net of cash acquired | (549) | (3,467) | (31,411) | |
Proceeds from the sale of hospitals | 0 | |||
Proceeds from asset sales | 1,498 | 3,114 | (112) | |
Changes in intercompany balances with affiliates, net | (116,674) | |||
Other investing activities | 0 | (1,416) | 514 | |
Net cash used in investing activities | (192,906) | (46,025) | (134,038) | |
Cash flows from financing activities: | ||||
Borrowings of long-term debt | 740 | 217 | 60 | |
Repayments of long-term debt | (3,025) | (1,043) | (1,265) | |
Increase in Due to Parent, net | 24,796 | 152,971 | (11,928) | |
Increase (decrease) in receivables facility, net | 0 | (194,835) | 110,142 | |
Payments of debt issuance costs | 0 | |||
Cash paid to Parent related to the Spin-off | 0 | |||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (13) | |||
Cash distributions to noncontrolling investors | 0 | 0 | 0 | |
Purchases of shares from noncontrolling investors | 0 | (526) | ||
Changes in intercompany balances with affiliates, net | 0 | |||
Net cash provided by financing activities | 22,498 | (43,216) | 97,009 | |
Net change in cash and cash equivalents | 2,974 | (1,928) | 1,660 | |
Cash and cash equivalents at beginning of period | 524 | 2,452 | 792 | |
Cash and cash equivalents at end of period | 3,498 | 524 | 2,452 | |
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||||
Condensed Cash Flow Statements Captions [Line Items] | ||||
Net cash provided by operating activities | (26,030) | (44,424) | 4,355 | |
Cash flows from investing activities: | ||||
Capital expenditures for property and equipment | (6,593) | (22,134) | (18,081) | |
Capital expenditures for software | (3,415) | (1,910) | (9,010) | |
Acquisitions, net of cash acquired | (236) | (4,552) | (110,583) | |
Proceeds from the sale of hospitals | 13,746 | |||
Proceeds from asset sales | (416) | 0 | 370 | |
Changes in intercompany balances with affiliates, net | 0 | |||
Other investing activities | 0 | (3,971) | (756) | |
Net cash used in investing activities | 3,086 | (32,567) | (138,060) | |
Cash flows from financing activities: | ||||
Borrowings of long-term debt | 77 | 155 | 50 | |
Repayments of long-term debt | (616) | (520) | (366) | |
Increase in Due to Parent, net | 0 | 109,804 | 123,614 | |
Increase (decrease) in receivables facility, net | 0 | (29,939) | 11,922 | |
Payments of debt issuance costs | 0 | |||
Cash paid to Parent related to the Spin-off | 0 | |||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | |||
Cash distributions to noncontrolling investors | (2,850) | (1,623) | (1,489) | |
Purchases of shares from noncontrolling investors | (101) | (411) | ||
Changes in intercompany balances with affiliates, net | 26,200 | |||
Net cash provided by financing activities | 22,710 | 77,466 | 133,731 | |
Net change in cash and cash equivalents | (234) | 475 | 26 | |
Cash and cash equivalents at beginning of period | 582 | 107 | 81 | |
Cash and cash equivalents at end of period | 348 | 582 | 107 | |
Eliminations [Member] | ||||
Condensed Cash Flow Statements Captions [Line Items] | ||||
Net cash provided by operating activities | 0 | 0 | 0 | |
Cash flows from investing activities: | ||||
Capital expenditures for property and equipment | 0 | 0 | 0 | |
Capital expenditures for software | 0 | 0 | 0 | |
Acquisitions, net of cash acquired | 0 | 0 | 0 | |
Proceeds from the sale of hospitals | 0 | |||
Proceeds from asset sales | 0 | 0 | 0 | |
Changes in intercompany balances with affiliates, net | 116,674 | |||
Other investing activities | 0 | 0 | 0 | |
Net cash used in investing activities | 116,674 | 0 | 0 | |
Cash flows from financing activities: | ||||
Borrowings of long-term debt | 0 | 0 | 0 | |
Repayments of long-term debt | 0 | 0 | 0 | |
Increase in Due to Parent, net | 0 | 0 | 0 | |
Increase (decrease) in receivables facility, net | 0 | 0 | 0 | |
Payments of debt issuance costs | 0 | |||
Cash paid to Parent related to the Spin-off | 0 | |||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | |||
Cash distributions to noncontrolling investors | 0 | 0 | 0 | |
Purchases of shares from noncontrolling investors | 0 | 0 | ||
Changes in intercompany balances with affiliates, net | (116,674) | |||
Net cash provided by financing activities | (116,674) | 0 | 0 | |
Net change in cash and cash equivalents | 0 | 0 | 0 | |
Cash and cash equivalents at beginning of period | 0 | 0 | 0 | |
Cash and cash equivalents at end of period | $ 0 | $ 0 | $ 0 |