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, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 336,512 $ 105,658 $ — $ 442,170 Operating costs and expenses: Salaries and benefits — 143,881 69,530 — 213,411 Supplies — 33,939 16,263 — 50,202 Other operating expenses 3 89,839 17,112 — 106,954 Depreciation and amortization — 11,179 3,321 — 14,500 Lease costs and rent — 6,762 4,865 — 11,627 Electronic health records incentives — 590 (7 ) — 583 Legal, professional and settlement costs — 530 74 — 604 Impairment of long-lived assets and goodwill — 25,950 — — 25,950 Loss (gain) on sale of hospitals, net — 1,145 (5 ) — 1,140 Total operating costs and expenses 3 313,815 111,153 — 424,971 Income (loss) from operations (3 ) 22,697 (5,495 ) — 17,199 Interest expense, net 33,084 488 10 — 33,582 Equity in earnings of affiliates (16,195 ) (3,411 ) — 19,606 — Income (loss) before income taxes (16,892 ) 25,620 (5,505 ) (19,606 ) (16,383 ) Provision for (benefit from) income taxes (19 ) 147 (34 ) — 94 Net income (loss) (16,873 ) 25,473 (5,471 ) (19,606 ) (16,477 ) Less: Net income (loss) attributable to noncontrolling interests — — 396 — 396 Net income (loss) attributable to Quorum Health Corporation $ (16,873 ) $ 25,473 $ (5,867 ) $ (19,606 ) $ (16,873 ) 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 — (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) Six Months Ended June 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 674,447 $ 210,528 $ — $ 884,975 Operating costs and expenses: Salaries and benefits — 297,983 140,503 — 438,486 Supplies — 70,288 31,299 — 101,587 Other operating expenses 16 200,764 42,963 — 243,743 Depreciation and amortization — 22,535 6,604 — 29,139 Lease costs and rent — 13,390 9,768 — 23,158 Electronic health records incentives — 599 10 — 609 Legal, professional and settlement costs — 1,214 75 — 1,289 Impairment of long-lived assets and goodwill — 34,810 — — 34,810 Loss (gain) on sale of hospitals, net — 1,145 (5 ) — 1,140 Total operating costs and expenses 16 642,728 231,217 — 873,961 Income (loss) from operations (16 ) 31,719 (20,689 ) — 11,014 Interest expense, net 65,664 259 (75 ) — 65,848 Equity in earnings of affiliates (9,964 ) (3,085 ) — 13,049 — Income (loss) before income taxes (55,716 ) 34,545 (20,614 ) (13,049 ) (54,834 ) Provision for (benefit from) income taxes 163 183 (97 ) — 249 Net income (loss) (55,879 ) 34,362 (20,517 ) (13,049 ) (55,083 ) Less: Net income (loss) attributable to noncontrolling interests — — 796 — 796 Net income (loss) attributable to Quorum Health Corporation $ (55,879 ) $ 34,362 $ (21,313 ) $ (13,049 ) $ (55,879 ) 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 — (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 Comprehensive Income (Loss) Three Months Ended June 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (16,873 ) $ 25,473 $ (5,471 ) $ (19,606 ) $ (16,477 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 48 48 — (48 ) 48 Comprehensive income (loss) (16,825 ) 25,521 (5,471 ) (19,654 ) (16,429 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 396 — 396 Comprehensive income (loss) attributable to Quorum Health Corporation $ (16,825 ) $ 25,521 $ (5,867 ) $ (19,654 ) $ (16,825 ) 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) Six Months Ended June 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (55,879 ) $ 34,362 $ (20,517 ) $ (13,049 ) $ (55,083 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 97 97 — (97 ) 97 Comprehensive income (loss) (55,782 ) 34,459 (20,517 ) (13,146 ) (54,986 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 796 — 796 Comprehensive income (loss) attributable to Quorum Health Corporation $ (55,782 ) $ 34,459 $ (21,313 ) $ (13,146 ) $ (55,782 ) 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 Balance Sheet June 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,240 $ 729 $ 296 $ — $ 2,265 Patient accounts receivable — 186,644 84,279 — 270,923 Inventories — 32,566 8,881 — 41,447 Prepaid expenses — 16,400 5,253 — 21,653 Due from third-party payors — 53,009 4,062 — 57,071 Current assets of hospitals held for sale — 35,380 — — 35,380 Other current assets 247 23,280 10,077 — 33,604 Total current assets 1,487 348,008 112,848 — 462,343 Intercompany receivable 3 766,108 333,740 (1,099,851 ) — Property and equipment, net — 356,467 140,088 — 496,555 Goodwill — 225,628 166,030 — 391,658 Intangible assets, net — 36,288 4,778 — 41,066 Operating lease right-of-use assets — 49,396 35,458 — 84,854 Long-term assets of hospitals held for sale — 25,796 — — 25,796 Other long-term assets — 50,150 15,804 — 65,954 Net investment in subsidiaries 1,440,271 — — (1,440,271 ) — Total assets $ 1,441,761 $ 1,857,841 $ 808,746 $ (2,540,122 ) $ 1,568,226 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,499 $ 147 $ — $ 1,646 Current portion of operating lease liabilities — 15,694 8,103 — 23,797 Accounts payable 56 120,049 20,663 — 140,768 Accrued liabilities: Accrued salaries and benefits — 41,264 19,742 — 61,006 Accrued interest 10,517 — — — 10,517 Due to third-party payors — 30,968 6,250 — 37,218 Current liabilities of hospitals held for sale — 10,675 — — 10,675 Other current liabilities — 26,755 11,818 — 38,573 Total current liabilities 10,573 246,904 66,723 — 324,200 Long-term debt 1,188,792 21,586 145 — 1,210,523 Long-term operating lease liabilities — 33,672 27,882 — 61,554 Intercompany payable 380,143 333,743 385,965 (1,099,851 ) — Deferred income tax liabilities, net 6,978 — — — 6,978 Long-term liabilities of hospitals held for sale — 3,248 — — 3,248 Other long-term liabilities — 183,318 21,689 (115,762 ) 89,245 Total liabilities 1,586,486 822,471 502,404 (1,215,613 ) 1,695,748 Redeemable noncontrolling interests — — 2,278 — 2,278 Equity: Quorum Health Corporation stockholders' equity (deficit): Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 559,487 1,134,816 631,879 (1,766,695 ) 559,487 Accumulated other comprehensive income (loss) 856 856 — (856 ) 856 Accumulated deficit (705,071 ) (100,302 ) (342,740 ) 443,042 (705,071 ) Total Quorum Health Corporation stockholders' equity (deficit) (144,725 ) 1,035,370 289,139 (1,324,509 ) (144,725 ) Nonredeemable noncontrolling interests — — 14,925 — 14,925 Total equity (deficit) (144,725 ) 1,035,370 304,064 (1,324,509 ) (129,800 ) Total liabilities and equity $ 1,441,761 $ 1,857,841 $ 808,746 $ (2,540,122 ) $ 1,568,226 Condensed Consolidating Balance Sheet December 31, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,209 $ 1,457 $ 537 $ — $ 3,203 Patient accounts receivable — 260,339 62,269 — 322,608 Inventories — 36,349 9,297 — 45,646 Prepaid expenses 33 15,269 4,381 — 19,683 Due from third-party payors — 57,049 6,394 — 63,443 Other current assets 314 23,714 12,377 — 36,405 Total current assets 1,556 394,177 95,255 — 490,988 Intercompany receivable 3 661,887 303,059 (964,949 ) — Property and equipment, net — 419,292 140,146 — 559,438 Goodwill — 235,418 165,655 — 401,073 Intangible assets, net — 43,575 4,714 — 48,289 Other long-term assets — 57,047 17,259 — 74,306 Net investment in subsidiaries 1,428,675 — — (1,428,675 ) — Total assets $ 1,430,234 $ 1,811,396 $ 726,088 $ (2,393,624 ) $ 1,574,094 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ - $ 1,557 $ 140 $ — $ 1,697 Accounts payable 121 122,999 20,797 — 143,917 Accrued liabilities: Accrued salaries and benefits — 55,780 21,128 — 76,908 Accrued interest 10,024 — — — 10,024 Due to third-party payors — 38,560 7,292 — 45,852 Other current liabilities 248 28,713 14,375 — 43,336 Total current liabilities 10,393 247,609 63,732 — 321,734 Long-term debt 1,169,214 22,370 193 — 1,191,777 Intercompany payable 334,284 303,063 327,602 (964,949 ) — Deferred income tax liabilities, net 6,736 — — — 6,736 Other long-term liabilities — 212,240 33,106 (118,847 ) 126,499 Total liabilities 1,520,627 785,282 424,633 (1,083,796 ) 1,646,746 Redeemable noncontrolling interests — — 2,278 — 2,278 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 557,309 1,183,608 580,824 (1,764,432 ) 557,309 Accumulated other comprehensive income (loss) 759 759 — (759 ) 759 Accumulated deficit (648,464 ) (158,253 ) (297,110 ) 455,363 (648,464 ) Total Quorum Health Corporation stockholders' equity (deficit) (90,393 ) 1,026,114 283,714 (1,309,828 ) (90,393 ) Nonredeemable noncontrolling interests — — 15,463 — 15,463 Total equity (deficit) (90,393 ) 1,026,114 299,177 (1,309,828 ) (74,930 ) Total liabilities and equity $ 1,430,234 $ 1,811,396 $ 726,088 $ (2,393,624 ) $ 1,574,094 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (60,677 ) $ 99,615 $ (41,254 ) $ — $ (2,316 ) Cash flows from investing activities: Capital expenditures for property and equipment — (12,486 ) (5,625 ) — (18,111 ) Capital expenditures for software — (3,017 ) (500 ) — (3,517 ) Acquisitions, net of cash acquired — — (455 ) — (455 ) Proceeds from the sale of hospitals — 11,741 — — 11,741 Other investing activities, net — 1,708 (2,091 ) — (383 ) Changes in intercompany balances with affiliates, net — (97,055 ) — 97,055 — Net cash provided by (used in) investing activities — (99,109 ) (8,671 ) 97,055 (10,725 ) Cash flows from financing activities: Borrowings under revolving credit facilities 327,000 — — — 327,000 Repayments under revolving credit facilities (299,000 ) — — — (299,000 ) Borrowings of long-term debt — 161 25 — 186 Repayments of long-term debt (13,066 ) (831 ) (66 ) — (13,963 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (564 ) — — (564 ) Cash distributions to noncontrolling investors — — (1,556 ) — (1,556 ) Changes in intercompany balances with affiliates, net 45,774 — 51,281 (97,055 ) — Net cash provided by (used in) financing activities 60,708 (1,234 ) 49,684 (97,055 ) 12,103 Net change in cash and cash equivalents 31 (728 ) (241 ) — (938 ) Cash and cash equivalents at beginning of period 1,209 1,457 537 — 3,203 Cash and cash equivalents at end of period $ 1,240 $ 729 $ 296 $ — $ 2,265 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, net — 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 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 |