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 September 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 309,686 $ 110,214 $ — $ 419,900 Operating costs and expenses: Salaries and benefits — 144,241 71,216 — 215,457 Supplies — 31,244 16,574 — 47,818 Other operating expenses 98 113,909 25,664 — 139,671 Depreciation and amortization — 11,268 3,760 — 15,028 Lease costs and rent — 6,250 4,871 — 11,121 Electronic health records incentives — — (17 ) — (17 ) Legal, professional and settlement costs — 5,174 17 — 5,191 Impairment of long-lived assets and goodwill — 8,010 — — 8,010 Loss (gain) on sale of hospitals, net — 1,206 — — 1,206 Loss on closure of hospitals, net — 18,414 — — 18,414 Total operating costs and expenses 98 339,716 122,085 — 461,899 Income (loss) from operations (98 ) (30,030 ) (11,871 ) — (41,999 ) Interest expense, net 32,531 541 (16 ) — 33,056 Equity in earnings of affiliates 43,088 (2,753 ) — (40,335 ) — Income (loss) before income taxes (75,717 ) (27,818 ) (11,855 ) 40,335 (75,055 ) Provision for (benefit from) income taxes 211 (51 ) (23 ) — 137 Net income (loss) (75,928 ) (27,767 ) (11,832 ) 40,335 (75,192 ) Less: Net income (loss) attributable to noncontrolling interests — — 736 — 736 Net income (loss) attributable to Quorum Health Corporation $ (75,928 ) $ (27,767 ) $ (12,568 ) $ 40,335 $ (75,928 ) Condensed Consolidating Statement of Income (Loss) Three Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 356,986 $ 103,521 $ — $ 460,507 Operating costs and expenses: Salaries and benefits — 154,547 71,690 — 226,237 Supplies — 35,237 13,712 — 48,949 Other operating expenses — 115,994 27,722 — 143,716 Depreciation and amortization — 12,431 4,181 — 16,612 Rent — 6,580 5,081 — 11,661 Electronic health records incentives — 14 (45 ) — (31 ) Legal, professional and settlement costs — 1,399 120 — 1,519 Impairment of long-lived assets and goodwill — 32,438 — — 32,438 Loss (gain) on sale of hospitals, net — 805 — — 805 Loss on closure of hospitals, net — 1,111 — — 1,111 Total operating costs and expenses — 360,556 122,461 — 483,017 Income (loss) from operations — (3,570 ) (18,940 ) — (22,510 ) Interest expense, net 32,204 245 1 — 32,450 Equity in earnings of affiliates 22,932 (2,483 ) — (20,449 ) — Income (loss) before income taxes (55,136 ) (1,332 ) (18,941 ) 20,449 (54,960 ) Provision for (benefit from) income taxes (1,196 ) 8 114 — (1,074 ) Net income (loss) (53,940 ) (1,340 ) (19,055 ) 20,449 (53,886 ) Less: Net income (loss) attributable to noncontrolling interests — — 54 — 54 Net income (loss) attributable to Quorum Health Corporation $ (53,940 ) $ (1,340 ) $ (19,109 ) $ 20,449 $ (53,940 ) Condensed Consolidating Statement of Income (Loss) Nine Months Ended September 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 984,133 $ 320,742 $ — $ 1,304,875 Operating costs and expenses: Salaries and benefits — 442,224 211,719 — 653,943 Supplies — 101,532 47,873 — 149,405 Other operating expenses 114 314,673 68,627 — 383,414 Depreciation and amortization — 33,803 10,364 — 44,167 Lease costs and rent — 19,640 14,639 — 34,279 Electronic health records incentives — 599 (7 ) — 592 Legal, professional and settlement costs — 6,388 92 — 6,480 Impairment of long-lived assets and goodwill — 42,820 — — 42,820 Loss (gain) on sale of hospitals, net — 2,351 (5 ) — 2,346 Loss on closure of hospitals, net — 18,414 — — 18,414 Total operating costs and expenses 114 982,444 353,302 — 1,335,860 Income (loss) from operations (114 ) 1,689 (32,560 ) — (30,985 ) Interest expense, net 98,195 800 (91 ) — 98,904 Equity in earnings of affiliates 33,124 (5,838 ) — (27,286 ) — Income (loss) before income taxes (131,433 ) 6,727 (32,469 ) 27,286 (129,889 ) Provision for (benefit from) income taxes 374 132 (120 ) — 386 Net income (loss) (131,807 ) 6,595 (32,349 ) 27,286 (130,275 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,532 — 1,532 Net income (loss) attributable to Quorum Health Corporation $ (131,807 ) $ 6,595 $ (33,881 ) $ 27,286 $ (131,807 ) Condensed Consolidating Statement of Income (Loss) Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 1,091,781 $ 328,178 $ — $ 1,419,959 Operating costs and expenses: Salaries and benefits — 484,728 221,140 — 705,868 Supplies — 114,678 46,054 — 160,732 Other operating expenses 1,897 355,090 83,923 — 440,910 Depreciation and amortization — 40,956 11,059 — 52,015 Rent — 20,464 15,087 — 35,551 Electronic health records incentives — (416 ) (201 ) — (617 ) Legal, professional and settlement costs — 10,229 120 — 10,349 Impairment of long-lived assets and goodwill — 70,398 1,800 — 72,198 Loss (gain) on sale of hospitals, net — 8,933 (6 ) — 8,927 Loss on closure of hospitals, net — 18,195 — — 18,195 Total operating costs and expenses 1,897 1,123,255 378,976 — 1,504,128 Income (loss) from operations (1,897 ) (31,474 ) (50,798 ) — (84,169 ) Interest expense, net 96,612 (1,303 ) (2 ) — 95,307 Equity in earnings of affiliates 81,849 38,348 — (120,197 ) — Income (loss) before income taxes (180,358 ) (68,519 ) (50,796 ) 120,197 (179,476 ) Provision for (benefit from) income taxes (844 ) (412 ) 94 — (1,162 ) Net income (loss) (179,514 ) (68,107 ) (50,890 ) 120,197 (178,314 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,200 — 1,200 Net income (loss) attributable to Quorum Health Corporation $ (179,514 ) $ (68,107 ) $ (52,090 ) $ 120,197 $ (179,514 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (75,928 ) $ (27,767 ) $ (11,832 ) $ 40,335 $ (75,192 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 49 49 — (49 ) 49 Comprehensive income (loss) (75,879 ) (27,718 ) (11,832 ) 40,286 (75,143 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 736 — 736 Comprehensive income (loss) attributable to Quorum Health Corporation $ (75,879 ) $ (27,718 ) $ (12,568 ) $ 40,286 $ (75,879 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (53,940 ) $ (1,340 ) $ (19,055 ) $ 20,449 $ (53,886 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 114 114 — (114 ) 114 Comprehensive income (loss) (53,826 ) (1,226 ) (19,055 ) 20,335 (53,772 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 54 — 54 Comprehensive income (loss) attributable to Quorum Health Corporation $ (53,826 ) $ (1,226 ) $ (19,109 ) $ 20,335 $ (53,826 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (131,807 ) $ 6,595 $ (32,349 ) $ 27,286 $ (130,275 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 146 146 — (146 ) 146 Comprehensive income (loss) (131,661 ) 6,741 (32,349 ) 27,140 (130,129 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,532 — 1,532 Comprehensive income (loss) attributable to Quorum Health Corporation $ (131,661 ) $ 6,741 $ (33,881 ) $ 27,140 $ (131,661 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (179,514 ) $ (68,107 ) $ (50,890 ) $ 120,197 $ (178,314 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 39 39 — (39 ) 39 Comprehensive income (loss) (179,475 ) (68,068 ) (50,890 ) 120,158 (178,275 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,200 — 1,200 Comprehensive income (loss) attributable to Quorum Health Corporation $ (179,475 ) $ (68,068 ) $ (52,090 ) $ 120,158 $ (179,475 ) Condensed Consolidating Balance Sheet September 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 41,173 $ 2,096 $ 1,162 $ — $ 44,431 Patient accounts receivable — 199,091 84,610 — 283,701 Inventories — 30,354 8,970 — 39,324 Prepaid expenses — 15,114 5,298 — 20,412 Due from third-party payors — 20,713 5,736 — 26,449 Other current assets 2,183 21,504 9,956 — 33,643 Total current assets 43,356 288,872 115,732 — 447,960 Intercompany receivable 3 856,771 448,116 (1,304,890 ) — Property and equipment, net — 348,088 137,407 — 485,495 Goodwill — 225,628 166,073 — 391,701 Intangible assets, net — 43,338 4,469 — 47,807 Operating lease right-of-use assets — 44,872 33,734 — 78,606 Other long-term assets — 53,025 17,174 — 70,199 Net investment in subsidiaries 1,398,752 — — (1,398,752 ) — Total assets $ 1,442,111 $ 1,860,594 $ 922,705 $ (2,703,642 ) $ 1,521,768 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,504 $ 142 $ — $ 1,646 Current portion of operating lease liabilities — 16,399 8,436 — 24,835 Accounts payable 80 126,998 26,567 — 153,645 Accrued liabilities: Accrued salaries and benefits — 43,577 24,696 — 68,273 Accrued interest 33,580 — — — 33,580 Due to third-party payors — 34,656 7,342 — 41,998 Other current liabilities — 31,431 15,192 — 46,623 Total current liabilities 33,660 254,565 82,375 — 370,600 Long-term debt 1,174,021 21,270 116 — 1,195,407 Long-term operating lease liabilities — 29,644 26,702 — 56,346 Intercompany payable 446,391 448,119 410,380 (1,304,890 ) — Deferred income tax liabilities, net 7,049 — — — 7,049 Other long-term liabilities — 181,975 24,488 (113,009 ) 93,454 Total liabilities 1,661,121 935,573 544,061 (1,417,899 ) 1,722,856 Redeemable noncontrolling interests — — 2,278 — 2,278 Equity: Quorum Health Corporation stockholders' equity (deficit): Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 561,081 1,049,547 718,668 (1,768,215 ) 561,081 Accumulated other comprehensive income (loss) 905 943 (38 ) (905 ) 905 Accumulated deficit (780,999 ) (125,469 ) (357,908 ) 483,377 (780,999 ) Total Quorum Health Corporation stockholders' equity (deficit) (219,010 ) 925,021 360,722 (1,285,743 ) (219,010 ) Nonredeemable noncontrolling interests — — 15,644 — 15,644 Total equity (deficit) (219,010 ) 925,021 376,366 (1,285,743 ) (203,366 ) Total liabilities and equity $ 1,442,111 $ 1,860,594 $ 922,705 $ (2,703,642 ) $ 1,521,768 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 Nine Months Ended September 30, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (70,067 ) $ 135,677 $ (42,770 ) $ — $ 22,840 Cash flows from investing activities: Capital expenditures for property and equipment — (18,833 ) (6,998 ) — (25,831 ) Capital expenditures for software — (4,759 ) (601 ) — (5,360 ) Acquisitions, net of cash acquired — — (531 ) — (531 ) Proceeds from the sale of hospitals — 52,733 — — 52,733 Other investing activities, net — 260 3,000 — 3,260 Changes in intercompany balances with affiliates, net — (162,395 ) — 162,395 — Net cash provided by (used in) investing activities — (132,994 ) (5,130 ) 162,395 24,271 Cash flows from financing activities: Borrowings under revolving credit facilities 465,000 — — — 465,000 Repayments under revolving credit facilities (454,000 ) — — — (454,000 ) Borrowings of long-term debt — 161 25 — 186 Repayments of long-term debt (13,065 ) (1,243 ) (100 ) — (14,408 ) Payments on purchase contracts — (374 ) — — (374 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (588 ) — — (588 ) Cash distributions to noncontrolling investors — — (1,699 ) — (1,699 ) Changes in intercompany balances with affiliates, net 112,096 — 50,299 (162,395 ) — Net cash provided by (used in) financing activities 110,031 (2,044 ) 48,525 (162,395 ) (5,883 ) Net change in cash and cash equivalents 39,964 639 625 — 41,228 Cash and cash equivalents at beginning of period 1,209 1,457 537 — 3,203 Cash and cash equivalents at end of period $ 41,173 $ 2,096 $ 1,162 $ — $ 44,431 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (80,781 ) $ 124,538 $ (822 ) $ — $ 42,935 Cash flows from investing activities: Capital expenditures for property and equipment — (21,193 ) (13,702 ) — (34,895 ) Capital expenditures for software — (1,400 ) (127 ) — (1,527 ) Acquisitions, net of cash acquired — (42 ) (79 ) — (121 ) Proceeds from the sale of hospitals — 39,384 (214 ) — 39,170 Other investing activities, net — 190 69 — 259 Changes in intercompany balances with affiliates, net — (137,364 ) — 137,364 — Net cash provided by (used in) investing activities — (120,425 ) (14,053 ) 137,364 2,886 Cash flows from financing activities: Borrowings under revolving credit facilities 368,000 — — — 368,000 Repayments under revolving credit facilities (368,000 ) — — — (368,000 ) Borrowings of long-term debt — 102 55 — 157 Repayments of long-term debt (30,463 ) (1,182 ) (156 ) — (31,801 ) Payments of debt issuance costs (2,268 ) — — — (2,268 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,979 ) — — (1,979 ) Cash distributions to noncontrolling investors — — (1,481 ) — (1,481 ) Changes in intercompany balances with affiliates, net 112,682 — 24,682 (137,364 ) — Net cash provided by (used in) financing activities 79,951 (3,059 ) 23,100 (137,364 ) (37,372 ) Net change in cash, cash equivalents and restricted cash (830 ) 1,054 8,225 — 8,449 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 $ 221 $ 5,276 $ 8,569 $ — $ 14,066 |