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. The condensed consolidating 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 financial statements of the Company, except as follows: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating 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 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. 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 since the Spin-off. Likewise, the parent issuer’s equity in earnings of unconsolidated affiliates represents the Company’s earnings since the Spin-off. Condensed Consolidating Statement of Income (Loss) Three Months Ended June 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 362,258 $ 110,374 $ — $ 472,632 Operating costs and expenses: Salaries and benefits — 160,448 72,183 — 232,631 Supplies — 36,841 16,056 — 52,897 Other operating expenses 27 116,930 27,499 — 144,456 Depreciation and amortization — 13,820 3,322 — 17,142 Rent — 6,567 4,791 — 11,358 Electronic health records incentives earned — (381 ) (64 ) — (445 ) Legal, professional and settlement costs — 5,417 — — 5,417 Impairment of long-lived assets and goodwill — — — — — Loss (gain) on sale of hospitals, net — 313 (6 ) — 307 Loss on closure of hospitals, net — 3,338 — — 3,338 Total operating costs and expenses 27 343,293 123,781 — 467,101 Income (loss) from operations (27 ) 18,965 (13,407 ) — 5,531 Interest expense, net 32,934 (1,026 ) 18 — 31,926 Equity in earnings of affiliates (5,934 ) (3,022 ) — 8,956 — Income (loss) before income taxes (27,027 ) 23,013 (13,425 ) (8,956 ) (26,395 ) Provision for (benefit from) income taxes (421 ) (84 ) 51 — (454 ) Net income (loss) (26,606 ) 23,097 (13,476 ) (8,956 ) (25,941 ) Less: Net income (loss) attributable to noncontrolling interests — — 665 — 665 Net income (loss) attributable to Quorum Health Corporation $ (26,606 ) $ 23,097 $ (14,141 ) $ (8,956 ) $ (26,606 ) Condensed Consolidating Statement of Income (Loss) Three Months Ended June 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues $ — $ 455,874 $ 129,341 $ — $ 585,215 Provision for bad debts — 48,050 7,019 — 55,069 Net operating revenues — 407,824 122,322 — 530,146 Operating costs and expenses: Salaries and benefits — 182,437 82,872 — 265,309 Supplies — 45,403 18,709 — 64,112 Other operating expenses 2,892 124,634 30,087 — 157,613 Depreciation and amortization — 17,591 2,995 — 20,586 Rent — 7,064 5,088 — 12,152 Electronic health records incentives earned — (1,981 ) 204 — (1,777 ) Legal, professional and settlement costs — 3,934 — — 3,934 Impairment of long-lived assets and goodwill — 12,900 — — 12,900 Loss (gain) on sale of hospitals, net — — (4,321 ) — (4,321 ) Total operating costs and expenses 2,892 391,982 135,634 — 530,508 Income (loss) from operations (2,892 ) 15,842 (13,312 ) — (362 ) Interest expense, net 31,349 (970 ) 79 — 30,458 Equity in earnings of affiliates (3,344 ) 2,554 — 790 — Income (loss) before income taxes (30,897 ) 14,258 (13,391 ) (790 ) (30,820 ) Provision for (benefit from) income taxes (267 ) (140 ) 162 — (245 ) Net income (loss) (30,630 ) 14,398 (13,553 ) (790 ) (30,575 ) Less: Net income (loss) attributable to noncontrolling interests — — 55 — 55 Net income (loss) attributable to Quorum Health Corporation $ (30,630 ) $ 14,398 $ (13,608 ) $ (790 ) $ (30,630 ) Condensed Consolidating Statement of Income (Loss) Six Months Ended June 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 734,795 $ 224,657 $ — $ 959,452 Operating costs and expenses: Salaries and benefits — 330,181 149,450 — 479,631 Supplies — 79,441 32,342 — 111,783 Other operating expenses 1,897 239,096 56,201 — 297,194 Depreciation and amortization — 28,525 6,878 — 35,403 Rent — 13,884 10,006 — 23,890 Electronic health records incentives earned — (430 ) (156 ) — (586 ) Legal, professional and settlement costs — 8,830 — — 8,830 Impairment of long-lived assets and goodwill — 37,960 1,800 — 39,760 Loss (gain) on sale of hospitals, net — 8,128 (6 ) — 8,122 Loss on closure of hospitals, net — 17,084 — — 17,084 Total operating costs and expenses 1,897 762,699 256,515 — 1,021,111 Income (loss) from operations (1,897 ) (27,904 ) (31,858 ) — (61,659 ) Interest expense, net 64,408 (1,548 ) (3 ) — 62,857 Equity in earnings of affiliates 58,917 40,831 — (99,748 ) — Income (loss) before income taxes (125,222 ) (67,187 ) (31,855 ) 99,748 (124,516 ) Provision for (benefit from) income taxes 352 (420 ) (20 ) — (88 ) Net income (loss) (125,574 ) (66,767 ) (31,835 ) 99,748 (124,428 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,146 — 1,146 Net income (loss) attributable to Quorum Health Corporation $ (125,574 ) $ (66,767 ) $ (32,981 ) $ 99,748 $ (125,574 ) Condensed Consolidating Statement of Income (Loss) Six Months Ended June 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues — 904,874 268,286 — $ 1,173,160 Provision for bad debts — 97,609 17,765 — 115,374 Net operating revenues — 807,265 250,521 — 1,057,786 Operating costs and expenses: Salaries and benefits — 363,459 166,452 — 529,911 Supplies — 91,276 36,658 — 127,934 Other operating expenses 2,892 253,944 64,201 — 321,037 Depreciation and amortization — 36,119 6,587 — 42,706 Rent — 14,162 10,092 — 24,254 Electronic health records incentives earned — (3,438 ) (791 ) — (4,229 ) Legal, professional and settlement costs — 4,469 — — 4,469 Impairment of long-lived assets and goodwill — 16,200 — — 16,200 Loss (gain) on sale of hospitals, net — — (5,191 ) — (5,191 ) Transaction costs related to the Spin-off — 23 8 — 31 Total operating costs and expenses 2,892 776,214 278,016 — 1,057,122 Income (loss) from operations (2,892 ) 31,051 (27,495 ) — 664 Interest expense, net 59,933 (2,026 ) 81 — 57,988 Equity in earnings of affiliates (5,091 ) 5,132 — (41 ) — Income (loss) before income taxes (57,734 ) 27,945 (27,576 ) 41 (57,324 ) Provision for (benefit from) income taxes 457 222 (223 ) — 456 Net income (loss) (58,191 ) 27,723 (27,353 ) 41 (57,780 ) Less: Net income (loss) attributable to noncontrolling interests — — 411 — 411 Net income (loss) attributable to Quorum Health Corporation $ (58,191 ) $ 27,723 $ (27,764 ) $ 41 $ (58,191 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (26,606 ) $ 23,097 $ (13,476 ) $ (8,956 ) $ (25,941 ) Amortization and recognition of unrecognized pension cost components, net of income taxes (189 ) (189 ) — 189 (189 ) Comprehensive income (loss) (26,795 ) 22,908 (13,476 ) (8,767 ) (26,130 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 665 — 665 Comprehensive income (loss) attributable to Quorum Health Corporation $ (26,795 ) $ 22,908 $ (14,141 ) $ (8,767 ) $ (26,795 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (30,630 ) $ 14,398 $ (13,553 ) $ (790 ) $ (30,575 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 120 120 — (120 ) 120 Comprehensive income (loss) (30,510 ) 14,518 (13,553 ) (910 ) (30,455 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 55 — 55 Comprehensive income (loss) attributable to Quorum Health Corporation $ (30,510 ) $ 14,518 $ (13,608 ) $ (910 ) $ (30,510 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Six Months Ended June 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (125,574 ) $ (66,767 ) $ (31,835 ) $ 99,748 $ (124,428 ) Amortization and recognition of unrecognized pension cost components, net of income taxes (75 ) (75 ) — 75 (75 ) Comprehensive income (loss) (125,649 ) (66,842 ) (31,835 ) 99,823 (124,503 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,146 — 1,146 Comprehensive income (loss) attributable to Quorum Health Corporation $ (125,649 ) $ (66,842 ) $ (32,981 ) $ 99,823 $ (125,649 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Six Months Ended June 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (58,191 ) $ 27,723 $ (27,353 ) $ 41 $ (57,780 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 242 242 — (242 ) 242 Comprehensive income (loss) (57,949 ) 27,965 (27,353 ) (201 ) (57,538 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 411 — 411 Comprehensive income (loss) attributable to Quorum Health Corporation $ (57,949 ) $ 27,965 $ (27,764 ) $ (201 ) $ (57,949 ) Condensed Consolidating Balance Sheet June 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,455 $ 958 $ 409 $ — $ 2,822 Patient accounts receivable, net of allowance for doubtful accounts — 252,286 75,194 — 327,480 Inventories — 37,453 9,327 — 46,780 Prepaid expenses 83 19,972 5,309 — 25,364 Due from third-party payors — 59,286 9,903 — 69,189 Other current assets — 31,957 13,485 — 45,442 Total current assets 1,538 401,912 113,627 — 517,077 Intercompany receivable 3 540,784 259,905 (800,692 ) — Property and equipment, net — 468,084 136,697 — 604,781 Goodwill — 235,814 165,642 — 401,456 Intangible assets, net — 47,864 5,581 — 53,445 Other long-term assets — 61,079 26,745 — 87,824 Net investment in subsidiaries 1,431,461 — — (1,431,461 ) — Total assets $ 1,433,002 $ 1,755,537 $ 708,197 $ (2,232,153 ) $ 1,664,583 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,387 $ 346 $ — $ 1,733 Accounts payable 39 134,533 20,003 — 154,575 Accrued liabilities: Accrued salaries and benefits — 60,803 21,322 — 82,125 Accrued interest 10,221 — — — 10,221 Due to third-party payors — 34,200 6,470 — 40,670 Other current liabilities 222 31,370 14,320 — 45,912 Total current liabilities 10,482 262,293 62,461 — 335,236 Long-term debt 1,174,663 23,000 16 — 1,197,679 Intercompany payable 263,365 259,908 277,419 (800,692 ) — Deferred income tax liabilities, net 7,799 — — — 7,799 Other long-term liabilities — 226,605 32,667 (129,109 ) 130,163 Total liabilities 1,456,309 771,806 372,563 (929,801 ) 1,670,877 Redeemable noncontrolling interests — — 2,301 — 2,301 Equity: Quorum Health Corporation stockholders' equity (deficit): Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 552,511 1,186,270 573,212 (1,759,482 ) 552,511 Accumulated other comprehensive income (loss) (2,031 ) (2,031 ) — 2,031 (2,031 ) Accumulated deficit (573,790 ) (200,508 ) (254,591 ) 455,099 (573,790 ) Total Quorum Health Corporation stockholders' equity (deficit) (23,307 ) 983,731 318,621 (1,302,352 ) (23,307 ) Nonredeemable noncontrolling interests — — 14,712 — 14,712 Total equity (23,307 ) 983,731 333,333 (1,302,352 ) (8,595 ) Total liabilities and equity $ 1,433,002 $ 1,755,537 $ 708,197 $ (2,232,153 ) $ 1,664,583 Condensed Consolidating Balance Sheet December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,051 $ 4,222 $ 344 $ — $ 5,617 Patient accounts receivable, net of allowance for doubtful accounts — 262,690 80,455 — 343,145 Inventories — 43,276 10,183 — 53,459 Prepaid expenses 33 16,980 4,154 — 21,167 Due from third-party payors — 93,323 3,879 — 97,202 Current assets of hospitals held for sale — 8,112 — — 8,112 Other current assets — 32,867 14,573 — 47,440 Total current assets 1,084 461,470 113,588 — 576,142 Intercompany receivable 3 402,817 172,098 (574,918 ) — Property and equipment, net — 543,073 132,206 — 675,279 Goodwill — 243,618 165,611 — 409,229 Intangible assets, net — 58,240 6,610 — 64,850 Long-term assets of hospitals held for sale — 7,730 4 — 7,734 Other long-term assets — 74,918 20,689 — 95,607 Net investment in subsidiaries 1,488,021 — — (1,488,021 ) — Total assets $ 1,489,108 $ 1,791,866 $ 610,806 $ (2,062,939 ) $ 1,828,841 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,434 $ 421 $ — $ 1,855 Accounts payable 132 146,193 24,925 — 171,250 Accrued liabilities: Accrued salaries and benefits — 56,522 21,281 — 77,803 Accrued interest 10,466 — — — 10,466 Due to third-party payors — 46,381 1,324 — 47,705 Current liabilities of hospitals held for sale — 2,577 — — 2,577 Other current liabilities 516 30,664 12,507 — 43,687 Total current liabilities 11,114 283,771 60,458 — 355,343 Long-term debt 1,188,224 23,809 2 — 1,212,035 Intercompany payable 182,555 173,341 219,022 (574,918 ) — Deferred income tax liabilities, net 7,774 — — — 7,774 Other long-term liabilities — 195,132 31,100 (88,278 ) 137,954 Total liabilities 1,389,667 676,053 310,582 (663,196 ) 1,713,106 Redeemable noncontrolling interests — — 2,325 — 2,325 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 549,610 1,291,581 471,767 (1,763,348 ) 549,610 Accumulated other comprehensive income (loss) (1,956 ) (1,956 ) — 1,956 (1,956 ) Accumulated deficit (448,216 ) (173,812 ) (187,837 ) 361,649 (448,216 ) Total Quorum Health Corporation stockholders' equity 99,441 1,115,813 283,930 (1,399,743 ) 99,441 Nonredeemable noncontrolling interests — — 13,969 — 13,969 Total equity 99,441 1,115,813 297,899 (1,399,743 ) 113,410 Total liabilities and equity $ 1,489,108 $ 1,791,866 $ 610,806 $ (2,062,939 ) $ 1,828,841 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (62,144 ) $ 75,865 $ 880 $ — $ 14,601 Cash flows from investing activities: Capital expenditures for property and equipment — (16,707 ) (8,612 ) — (25,319 ) Capital expenditures for software — (957 ) (87 ) — (1,044 ) Acquisitions, net of cash acquired — — (58 ) — (58 ) Proceeds from the sale of hospitals — 38,612 558 — 39,170 Other investing activities — 262 (13 ) — 249 Changes in intercompany balances with affiliates, net — (97,540 ) — 97,540 — Net cash provided by (used in) investing activities — (76,330 ) (8,212 ) 97,540 12,998 Cash flows from financing activities: Borrowings under of revolving credit facilities 247,000 — — — 247,000 Repayments under revolving credit facilities (233,000 ) — — — (233,000 ) Borrowings of long-term debt — 12 55 — 67 Repayments of long-term debt (30,463 ) (868 ) (116 ) — (31,447 ) Payments of debt issuance costs (2,268 ) — — — (2,268 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,943 ) — — (1,943 ) Cash distributions to noncontrolling investors — — (803 ) — (803 ) Changes in intercompany balances with affiliates, net 81,279 — 16,261 (97,540 ) — Net cash provided by (used in) financing activities 62,548 (2,799 ) 15,397 (97,540 ) (22,394 ) Net change in cash, cash equivalents and restricted cash 404 (3,264 ) 8,065 — 5,205 Cash, cash equivalents and restricted cash at beginning of period 1,051 4,222 344 — 5,617 Cash, cash equivalents and restricted cash at end of period $ 1,455 $ 958 $ 8,409 $ — $ 10,822 Condensed Consolidating Statement of Cash Flows Six Months Ended June 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (68,468 ) $ 52,472 $ 7,041 $ — $ (8,955 ) Cash flows from investing activities: Capital expenditures for property and equipment — (13,390 ) (25,752 ) — (39,142 ) Capital expenditures for software — (2,670 ) (499 ) — (3,169 ) Acquisitions, net of cash acquired — (20 ) (1,867 ) — (1,887 ) Proceeds from sale of hospitals — — 20,156 — 20,156 Changes in intercompany balances with affiliates, net — (30,637 ) — 30,637 — Net cash provided by (used in) investing activities — (46,717 ) (7,962 ) 30,637 (24,042 ) Cash flows from financing activities: Borrowings under revolving credit facilities 302,000 — — — 302,000 Repayments under revolving credit facilities (252,000 ) — — — (252,000 ) Borrowings of long-term debt — 72 — — 72 Repayments of long-term debt (10,832 ) (835 ) (180 ) — (11,847 ) Payments of debt issuance costs (2,938 ) — — — (2,938 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,489 ) — — (1,489 ) Cash distributions to noncontrolling investors — — (3,851 ) — (3,851 ) Changes in intercompany balances with affiliates, net 25,659 — 4,978 (30,637 ) — Net cash provided by (used in) financing activities 61,889 (2,252 ) 947 (30,637 ) 29,947 Net change in cash and cash equivalents (6,579 ) 3,503 26 — (3,050 ) Cash and cash equivalents at beginning of period 21,609 3,498 348 — 25,455 Cash and cash equivalents at end of period $ 15,030 $ 7,001 $ 374 $ — $ 22,405 |