Guarantor and Non-Guarantor Supplemental Information | NOTE 19 - GUARANTOR AND NON-GUARANTOR SUPPLEMENTAL INFORMATION 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. 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 the accompanying condensed consolidated and combined financial statements of the Company, except as follows: • 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 March 31, 2017. Likewise, the parent issuer’s equity in earnings of unconsolidated affiliates represents the Company’s earnings for the same post-spin period. Prior to the Spin-off, the Company’s intercompany activity consisted 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. Condensed Consolidating and Combining Statement of Income (Loss) Three Months Ended March 31, 2017 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 449,000 $ 138,945 $ — $ 587,945 Provision for bad debts — 49,559 10,746 — 60,305 Net operating revenues — 399,441 128,199 — 527,640 Operating costs and expenses: Salaries and benefits — 181,022 83,580 — 264,602 Supplies — 45,873 17,949 — 63,822 Other operating expenses — 129,310 34,114 — 163,424 Depreciation and amortization — 18,528 3,592 — 22,120 Rent — 7,098 5,004 — 12,102 Electronic health records incentives earned — (1,457 ) (995 ) — (2,452 ) Legal, professional and settlement costs — 535 — — 535 Impairment of long-lived assets and goodwill — 3,300 — — 3,300 Loss (gain) on sale of hospitals, net — — (870 ) — (870 ) Transaction costs related to the Spin-off — 23 8 — 31 Total operating costs and expenses — 384,232 142,382 — 526,614 Income (loss) from operations — 15,209 (14,183 ) — 1,026 Interest expense, net 28,584 (1,056 ) 2 — 27,530 Equity in earnings of affiliates (1,747 ) 2,578 — (831 ) — Income (loss) before income taxes (26,837 ) 13,687 (14,185 ) 831 (26,504 ) Provision for (benefit from) income taxes 724 362 (385 ) — 701 Net income (loss) (27,561 ) 13,325 (13,800 ) 831 (27,205 ) Less: Net income (loss) attributable to noncontrolling interests — — 356 — 356 Net income (loss) attributable to Quorum Health Corporation $ (27,561 ) $ 13,325 $ (14,156 ) $ 831 $ (27,561 ) Condensed Consolidating and Combining Statement of Income (Loss) Three Months Ended March 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Operating revenues, net of contractual allowances and discounts $ — $ 459,747 $ 154,737 $ — $ 614,484 Provision for bad debts — 48,355 16,578 — 64,933 Net operating revenues — 411,392 138,159 — 549,551 Operating costs and expenses: Salaries and benefits — 172,202 84,660 — 256,862 Supplies — 44,781 18,880 — 63,661 Other operating expenses — 131,459 33,004 — 164,463 Depreciation and amortization — 25,490 5,667 — 31,157 Rent — 7,021 5,528 — 12,549 Electronic health records incentives earned — (3,999 ) (209 ) — (4,208 ) Legal, professional and settlement costs — 241 — — 241 Transaction costs related to the Spin-off — 2,798 937 — 3,735 Total operating costs and expenses — 379,993 148,467 — 528,460 Income (loss) from operations — 31,399 (10,308 ) — 21,091 Interest expense, net — 25,540 1,912 — 27,452 Income (loss) before income taxes — 5,859 (12,220 ) — (6,361 ) Provision for (benefit from) income taxes — 1,542 (3,216 ) — (1,674 ) Net income (loss) — 4,317 (9,004 ) — (4,687 ) Less: Net income (loss) attributable to noncontrolling interests — — 315 — 315 Net income (loss) attributable to Quorum Health Corporation $ — $ 4,317 $ (9,319 ) $ — $ (5,002 ) Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2017 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net income (loss) $ (27,561 ) $ 13,325 $ (13,800 ) $ 831 $ (27,205 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 122 122 — (122 ) 122 Comprehensive income (loss) (27,439 ) 13,447 (13,800 ) 709 (27,083 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 356 — 356 Comprehensive income (loss) attributable to Quorum Health Corporation $ (27,439 ) $ 13,447 $ (14,156 ) $ 709 $ (27,439 ) Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) Three Months Ended March 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net income (loss) $ — $ 4,317 $ (9,004 ) $ — $ (4,687 ) Amortization and recognition of unrecognized pension cost components, net of income taxes — — — — — Comprehensive income (loss) — 4,317 (9,004 ) — (4,687 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 315 — 315 Comprehensive income (loss) attributable to Quorum Health Corporation $ — $ 4,317 $ (9,319 ) $ — $ (5,002 ) Condensed Consolidating and Combining Balance Sheet March 31, 2017 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 77,938 $ 11,399 $ 205 $ — $ 89,542 Patient accounts receivable, net of allowance for doubtful accounts — 307,656 88,374 — 396,030 Inventories — 43,610 9,758 — 53,368 Prepaid expenses — 18,033 4,562 — 22,595 Due from third-party payors — 98,789 7,591 — 106,380 Current assets of hospitals held for sale — 5,810 3,257 — 9,067 Other current assets — 41,860 20,669 — 62,529 Total current assets 77,938 527,157 134,416 — 739,511 Intercompany receivable 3 204,933 111,078 (316,014 ) — Property and equipment, net — 604,882 115,482 — 720,364 Goodwill — 248,733 159,847 — 408,580 Intangible assets, net — 67,003 9,526 — 76,529 Long-term assets of hospitals held for sale — 17,083 9,690 — 26,773 Other long-term assets — 87,551 22,402 — 109,953 Net investment in subsidiaries 1,489,043 — — (1,489,043 ) — Total assets $ 1,566,984 $ 1,757,342 $ 562,441 $ (1,805,057 ) $ 2,081,710 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,411 $ 253 $ — $ 1,664 Accounts payable 205 154,156 20,519 — 174,880 Accrued liabilities: Accrued salaries and benefits — 68,333 29,797 — 98,130 Accrued interest 31,206 — — — 31,206 Due to third-party payors — 42,155 1,568 — 43,723 Current liabilities of hospitals held for sale — 1,420 931 — 2,351 Other current liabilities 268 39,125 10,139 — 49,532 Total current liabilities 31,679 306,600 63,207 — 401,486 Long-term debt 1,293,038 24,579 368 — 1,317,985 Intercompany payable 34,687 155,949 125,378 (316,014 ) — Deferred income tax liabilities, net 32,075 — — — 32,075 Other long-term liabilities — 173,817 24,282 (61,183 ) 136,916 Total liabilities 1,391,479 660,945 213,235 (377,197 ) 1,888,462 Redeemable noncontrolling interests — — 6,279 — 6,279 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 539,727 1,319,960 428,054 (1,748,014 ) 539,727 Accumulated other comprehensive income (loss) (2,638 ) (2,638 ) — 2,638 (2,638 ) Accumulated deficit (361,587 ) (220,925 ) (96,591 ) 317,516 (361,587 ) Total Quorum Health Corporation stockholders' equity 175,505 1,096,397 331,463 (1,427,860 ) 175,505 Nonredeemable noncontrolling interests — — 11,464 — 11,464 Total equity 175,505 1,096,397 342,927 (1,427,860 ) 186,969 Total liabilities and equity $ 1,566,984 $ 1,757,342 $ 562,441 $ (1,805,057 ) $ 2,081,710 Condensed Consolidating and Combining Balance Sheet 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 ) — 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 income (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 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 Statement of Cash Flows Three Months Ended March 31, 2017 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (15,121 ) $ 36,105 $ (2,458 ) $ — $ 18,526 Cash flows from investing activities: Capital expenditures for property and equipment — (9,537 ) (13,680 ) — (23,217 ) Capital expenditures for software — (1,269 ) (237 ) — (1,506 ) Proceeds from the sale of hospitals — — 4,282 — 4,282 Changes in intercompany balances with affiliates, net — (15,901 ) — 15,901 — Net cash provided by (used in) investing activities — (26,707 ) (9,635 ) 15,901 (20,441 ) Cash flows from financing activities: Borrowings (repayments) of revolving credit facilities, net 78,000 — — — 78,000 Repayments of long-term debt (6,550 ) (469 ) (90 ) — (7,109 ) Payments of debt issuance costs (47 ) — — — (47 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,028 ) — — (1,028 ) Cash distributions to noncontrolling investors — — (3,814 ) — (3,814 ) Changes in intercompany balances with affiliates, net 47 — 15,854 (15,901 ) — Net cash provided by (used in) financing activities 71,450 (1,497 ) 11,950 (15,901 ) 66,002 Net change in cash and cash equivalents 56,329 7,901 (143 ) — 64,087 Cash and cash equivalents at beginning of period 21,609 3,498 348 — 25,455 Cash and cash equivalents at end of period $ 77,938 $ 11,399 $ 205 $ — $ 89,542 Condensed Consolidating and Combining Statement of Cash Flows Three Months Ended March 31, 2016 (In Thousands) Parent Other Non- Issuer Guarantors Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ — $ 44,593 $ (20,196 ) $ — $ 24,397 Cash flows from investing activities: Capital expenditures for property and equipment — (11,393 ) (1,447 ) — (12,840 ) Capital expenditures for software — (1,849 ) (677 ) — (2,526 ) Proceeds from asset sales — — 858 — 858 Other investing activities — (52 ) 104 — 52 Net cash provided by (used in) investing activities — (13,294 ) (1,162 ) — (14,456 ) Cash flows from financing activities: Borrowings of long-term debt — 20 — — 20 Repayments of long-term debt — (937 ) (152 ) — (1,089 ) Increase (decrease) in Due to Parent, net — (30,361 ) 23,875 — (6,486 ) Cash distributions to noncontrolling investors — — (2,484 ) — (2,484 ) Purchases of shares from noncontrolling investors — — (12 ) — (12 ) Net cash provided by (used in) financing activities — (31,278 ) 21,227 — (10,051 ) Net change in cash and cash equivalents — 21 (131 ) — (110 ) Cash and cash equivalents at beginning of period — 524 582 — 1,106 Cash and cash equivalents at end of period $ — $ 545 $ 451 $ — $ 996 |