Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 03, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | QUORUM HEALTH CORPORATION | ||
Entity Central Index Key | 0001650445 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Trading Symbol | QHC* | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Amendment Flag | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 42.6 | ||
Entity Common Stock, Shares Outstanding | 32,664,536 | ||
Entity Address, Address Line One | 1573 Mallory Lane Brentwood | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37027 | ||
City Area Code | 615 | ||
Local Phone Number | 221-1400 | ||
Entity File Number | 001-37550 | ||
Entity Tax Identification Number | 47-4725208 | ||
Security Exchange Name | NYSE | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share* | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Operating revenues | $ 2,327,655 | ||
Provision for bad debts | $ 0 | $ 0 | 255,485 |
Net operating revenues | 1,689,626 | 1,878,589 | 2,072,170 |
Operating costs and expenses: | |||
Salaries and benefits | 838,031 | 929,937 | 1,034,797 |
Supplies | 194,982 | 213,746 | 250,523 |
Other operating expenses | 502,009 | 575,033 | 623,063 |
Depreciation and amortization | 57,613 | 67,994 | 82,155 |
Lease costs and rent | 44,321 | 47,029 | 50,230 |
Electronic health records incentives | 592 | (989) | (4,745) |
Legal, professional and settlement costs | 9,677 | 11,974 | 6,001 |
Impairment of long-lived assets and goodwill | 42,820 | 77,138 | 47,281 |
Loss (gain) on sale of hospitals, net | 3,088 | 9,005 | (5,243) |
Loss on closure of hospitals, net | 24,883 | 18,673 | 0 |
Transaction costs related to the Spin-off | 0 | 0 | 253 |
Total operating costs and expenses | 1,718,016 | 1,949,540 | 2,084,315 |
Income (loss) from operations | (28,390) | (70,951) | (12,145) |
Interest expense, net | 132,360 | 128,130 | 122,077 |
Income (loss) before income taxes | (160,750) | (199,081) | (134,222) |
Provision for (benefit from) income taxes | 1,166 | (847) | (21,865) |
Net income (loss) | (161,916) | (198,234) | (112,357) |
Less: Net income (loss) attributable to noncontrolling interests | 2,011 | 2,014 | 1,833 |
Net income (loss) attributable to Quorum Health Corporation | $ (163,927) | $ (200,248) | $ (114,190) |
Earnings (loss) per share attributable to Quorum Health Corporation stockholders: | |||
Basic and diluted | $ (5.47) | $ (6.91) | $ (4.06) |
Weighted-average shares outstanding: | |||
Basic and diluted | 29,955,140 | 28,976,122 | 28,113,566 |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||||||||||
Net income (loss) | $ (31,641) | $ (75,192) | $ (16,477) | $ (38,606) | $ (19,920) | $ (53,886) | $ (25,941) | $ (98,487) | $ (161,916) | $ (198,234) | $ (112,357) |
Amortization and recognition of unrecognized pension cost components, net of income taxes | (400) | 2,715 | 804 | ||||||||
Comprehensive income (loss) | (162,316) | (195,519) | (111,553) | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 2,011 | 2,014 | 1,833 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | $ (164,327) | $ (197,533) | $ (113,386) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 3,145 | $ 3,203 |
Patient accounts receivable | 286,901 | 322,608 |
Inventories | 38,747 | 45,646 |
Prepaid expenses | 19,606 | 19,683 |
Due from third-party payors | 33,385 | 63,443 |
Other current assets | 27,259 | 36,405 |
Total current assets | 409,043 | 490,988 |
Property and equipment, net | 492,016 | 559,438 |
Goodwill | 391,724 | 401,073 |
Intangible assets, net | 49,155 | 48,289 |
Operating lease right-of-use assets | 74,335 | 0 |
Other long-term assets | 75,612 | 74,306 |
Total assets | 1,491,885 | 1,574,094 |
Current liabilities: | ||
Current maturities of long-term debt | 1,211,485 | 1,697 |
Current portion of operating lease liabilities | 22,506 | 0 |
Accounts payable | 156,669 | 143,917 |
Accrued liabilities: | ||
Accrued salaries and benefits | 51,731 | 76,908 |
Accrued interest | 21,066 | 10,024 |
Due to third-party payors | 44,008 | 45,852 |
Other current liabilities | 43,329 | 43,336 |
Total current liabilities | 1,550,794 | 321,734 |
Long-term debt | 20,988 | 1,191,777 |
Long-term operating lease liabilities | 52,601 | 0 |
Deferred income tax liabilities, net | 7,683 | 6,736 |
Other long-term liabilities | 93,535 | 126,499 |
Total liabilities | 1,725,601 | 1,646,746 |
Redeemable noncontrolling interests | 2,278 | 2,278 |
Commitments and Contingencies (Note 17) | ||
Quorum Health Corporation stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value per share; 100,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.0001 par value per share; 300,000,000 shares authorized; 32,871,019 shares issued and outstanding at December 31, 2019 and 31,521,398 shares issued and outstanding at December 31, 2018 | 3 | 3 |
Additional paid-in capital | 561,541 | 557,309 |
Accumulated other comprehensive income (loss) | 359 | 759 |
Accumulated deficit | (813,119) | (648,464) |
Total Quorum Health Corporation stockholders' equity (deficit) | (251,216) | (90,393) |
Nonredeemable noncontrolling interests | 15,222 | 15,463 |
Total equity (deficit) | (235,994) | (74,930) |
Total liabilities and equity | $ 1,491,885 | $ 1,574,094 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 32,871,019 | 31,521,398 |
Common stock, shares outstanding | 32,871,019 | 31,521,398 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Nonredeemable Noncontrolling Interests [Member] |
Stockholders' equity, beginning balance at Dec. 31, 2016 | $ 215,569 | $ 3 | $ 537,911 | $ (2,760) | $ (334,026) | $ 14,441 |
Stockholders' equity, beginning balance, shares at Dec. 31, 2016 | 29,482,050 | |||||
Comprehensive income (loss) | (110,335) | 804 | (114,190) | 3,051 | ||
Changes in equity related to the Spin-off | 1,563 | 1,563 | ||||
Stock-based compensation expense | 9,952 | 9,952 | ||||
Stock-based compensation expense, shares | 1,031,753 | |||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (1,508) | (1,508) | ||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares, shares | (218,908) | |||||
Cash distributions to noncontrolling investors | (3,809) | (3,809) | ||||
Reclassifications of noncontrolling interests | 363 | 363 | ||||
Redemption of shares from noncontrolling interests | 2,158 | 2,235 | (77) | |||
Adjustments to redemption values of redeemable noncontrolling interests | (543) | (543) | ||||
Stockholders' equity, ending balance at Dec. 31, 2017 | 113,410 | $ 3 | 549,610 | (1,956) | (448,216) | 13,969 |
Stockholders' equity, ending balance, shares at Dec. 31, 2017 | 30,294,895 | |||||
Redeemable noncontrolling interests, beginning balance at Dec. 31, 2016 | 6,807 | |||||
Redeemable Noncontrolling Interests, Comprehensive income (loss) | (1,218) | |||||
Redeemable Noncontrolling Interests, Cash distributions to noncontrolling investors | (42) | |||||
Redeemable Noncontrolling Interests, Reclassifications of noncontrolling interests | (363) | |||||
Redeemable Noncontrolling Interests, Redemption of shares from noncontrolling interests | (3,402) | |||||
Redeemable Noncontrolling Interests, Adjustments to redemption values of redeemable noncontrolling interests | 543 | |||||
Redeemable noncontrolling interests, ending balance at Dec. 31, 2017 | 2,325 | |||||
Comprehensive income (loss) | (194,605) | 2,715 | (200,248) | 2,928 | ||
Stock-based compensation expense | 10,663 | 10,663 | ||||
Stock-based compensation expense, shares | 1,616,707 | |||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (1,996) | (1,996) | ||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares, shares | (390,204) | |||||
Cash distributions to noncontrolling investors | (1,434) | (1,434) | ||||
Adjustments to redemption values of redeemable noncontrolling interests | (968) | (968) | ||||
Stockholders' equity, ending balance at Dec. 31, 2018 | $ (74,930) | $ 3 | 557,309 | 759 | (648,464) | 15,463 |
Stockholders' equity, ending balance, shares at Dec. 31, 2018 | 31,521,398 | 31,521,398 | ||||
Redeemable Noncontrolling Interests, Comprehensive income (loss) | $ (914) | |||||
Redeemable Noncontrolling Interests, Cash distributions to noncontrolling investors | (101) | |||||
Redeemable Noncontrolling Interests, Adjustments to redemption values of redeemable noncontrolling interests | 968 | |||||
Redeemable noncontrolling interests, ending balance at Dec. 31, 2018 | 2,278 | |||||
Comprehensive income (loss) | (162,012) | (400) | (163,927) | 2,315 | ||
Adoption of ASC Topic 842 | (728) | (728) | ||||
Stock-based compensation expense | 5,325 | 5,325 | ||||
Stock-based compensation expense, shares | 1,699,346 | |||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (590) | (590) | ||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares, shares | (349,725) | |||||
Cash distributions to noncontrolling investors | (2,556) | (2,556) | ||||
Adjustments to redemption values of redeemable noncontrolling interests | (503) | (503) | ||||
Stockholders' equity, ending balance at Dec. 31, 2019 | $ (235,994) | $ 3 | $ 561,541 | $ 359 | $ (813,119) | $ 15,222 |
Stockholders' equity, ending balance, shares at Dec. 31, 2019 | 32,871,019 | 32,871,019 | ||||
Redeemable Noncontrolling Interests, Comprehensive income (loss) | $ (304) | |||||
Redeemable Noncontrolling Interests, Cash distributions to noncontrolling investors | (199) | |||||
Redeemable Noncontrolling Interests, Adjustments to redemption values of redeemable noncontrolling interests | 503 | |||||
Redeemable noncontrolling interests, ending balance at Dec. 31, 2019 | $ 2,278 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (161,916) | $ (198,234) | $ (112,357) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 57,613 | 67,994 | 82,155 |
Non-cash interest expense, net | 9,880 | 8,733 | 5,770 |
Provision for (benefit from) deferred income taxes | 825 | (1,280) | (22,137) |
Stock-based compensation expense | 5,325 | 10,663 | 9,952 |
Impairment of long-lived assets and goodwill | 42,820 | 77,138 | 47,281 |
Loss (gain) on sale of hospitals, net | 3,088 | 9,005 | (5,243) |
Non-cash portion of loss (gain) on hospital closures | 12,683 | 6,394 | 0 |
Changes in reserves for self-insurance claims, net of payments | (25,953) | 19,678 | 22,519 |
Changes in reserves for legal, professional and settlement costs, net of payments | 0 | 0 | (3,651) |
Other non-cash expense (income), net | 1,247 | 959 | 190 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | |||
Patient accounts receivable | 23,751 | 25,977 | 29,091 |
Due from and due to third-party payors, net | 2,932 | 31,906 | 24,201 |
Inventories, prepaid expenses and other current assets | 12,040 | 15,156 | 673 |
Accounts payable and accrued liabilities | 328 | (33,860) | (14,743) |
Long-term assets and liabilities, net | (17,533) | (725) | 3,269 |
Net cash provided by (used in) operating activities | (32,870) | 39,504 | 66,970 |
Cash flows from investing activities: | |||
Capital expenditures for property and equipment | (39,428) | (45,882) | (61,530) |
Capital expenditures for software | (8,206) | (2,662) | (6,898) |
Acquisitions, net of cash acquired | (565) | (121) | (1,920) |
Proceeds from the sale of hospitals | 52,734 | 40,848 | 32,081 |
Other investing activities, net | (3,574) | 489 | 0 |
Net cash provided by (used in) investing activities | 8,109 | (8,306) | (38,267) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 640,000 | 490,000 | 508,000 |
Repayments under revolving credit facilities | (557,000) | (476,000) | (508,000) |
Borrowings of long-term debt | 280 | 105 | 376 |
Repayments of long-term debt | (54,270) | (41,918) | (39,195) |
Payments of debt issuance costs | 0 | (2,268) | (3,119) |
Payments on purchase contracts | (962) | 0 | 0 |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (590) | (1,996) | (1,508) |
Cash distributions to noncontrolling investors | (2,755) | (1,535) | (3,851) |
Purchases of shares from noncontrolling investors | 0 | 0 | (1,244) |
Net cash provided by (used in) financing activities | 24,703 | (33,612) | (48,541) |
Net change in cash and cash equivalents | (58) | (2,414) | (19,838) |
Cash and cash equivalents at beginning of period | 3,203 | 5,617 | 25,455 |
Cash and cash equivalents at end of period | 3,145 | 3,203 | 5,617 |
Supplemental cash flow information: | |||
Interest payments, net | 111,437 | 120,025 | 125,725 |
Income tax payments, net | 392 | 600 | 196 |
Non-cash purchases of property and equipment under finance lease obligations | $ 271 | $ 0 | $ 54 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | — 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, 2019, the Company owned or leased a diversified portfolio of 24 hospitals in rural and mid-sized markets, which are located in 14 states and have a total of 1,995 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 hospital management advisory and healthcare consulting services to non-affiliated hospitals located throughout the United States. Over 95% of the Company’s net operating revenues are attributable to its hospital operations business. On April 29, 2016, Community Health Systems, Inc. (“CHS”) completed the spin-off of 38 hospitals, including their affiliated facilities, and Quorum Health Resources, LLC to form Quorum Health Corporation through the distribution of 100% of the common stock of QHC to CHS stockholders of record as of the close of business on April 22, 2016 (the “Spin-off”). Basis of Presentation The consolidated 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 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. The accompanying consolidated financial statements may not necessarily be indicative of the results of operations, financial position and cash flows of QHC in the future. Going Concern The Company’s financial statements have been prepared under the assumption that it will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of the Company’s commitments, the Company has undertaken a number of actions, including divesting underperforming hospitals, negotiating with creditors and stakeholders, and reducing recurring expenses. However, management believes that even after taking these actions, the Company will not have sufficient liquidity to satisfy all of the Company’s future financial obligations, comply with the Company’s debt covenants, and execute the Company’s business plan. As a result, the Company filed a petition for reorganization under Chapter 11 of the Bankruptcy Code on April 7, 2020 (see further description below). The risks and uncertainties surrounding the Chapter 11 Cases, the events of default under the Company’s credit agreements and the indenture governing the Company’s Senior Notes, and the other conditions impacting the Company’s business raise substantial doubt as to the Company’s ability to continue as a going concern. Accordingly, the audit report issued by the Company’s independent registered public accounting firm contains an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. Although Management believes that the reorganization of the Company through Chapter 11 will position the Company for sustainable growth opportunities, the Chapter 11 filing caused an event of default under the Company’s Credit Agreements and the indenture governing its Senior Notes, which is stayed during the pendency of the Company’s bankruptcy proceeding. Further, there are several risks and uncertainties associated with the Company’s bankruptcy, including, among others: (a) the Company’s pre-packaged plan of reorganization may never be confirmed or becomes effective, (b) the Restructuring Support Agreement may be terminated by one or more of the parties thereto, (c) the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries, and (c) the Company’s Chapter 11 Cases may be converted into a Chapter 7 liquidation. As a result of the defaults under the Company’s Credit Agreements and the indenture governing its Senior Notes, the Company reclassified certain outstanding debt to current liabilities, see Note 6 — Long-Term Debt for further information. Chapter 11 Bankruptcy Filing (Subsequent Event) On April 7, 2020, Quorum Health Corporation and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) in order to implement the financial restructuring of the Company. The Debtors have requested that the Bankruptcy Court administer the Chapter 11 Cases jointly under the caption In re Quorum Health Corporation, et al The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As debtors-in-possession under the Bankruptcy Code, the Debtors may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Further, the Debtors have filed a variety of “first day” motions with the Bankruptcy Court requesting permission to continue the Company’s business activities in the ordinary course. For example, the “first day” motions request that the Bankruptcy Court authorize the Company to perform the following activities, among others: (i) pay employees’ wages and related obligations; (ii) continue to operate its cash management system in a form substantially similar to prepetition practice; (iii) use cash collateral on an interim basis; (iv) continue to pay vendors and suppliers in the ordinary course; (v) pay taxes in the ordinary course; (vi) continue to pay or honor certain prepetition claims of physician-owned clinics; (vii) continue to honor certain prepetition refund payments; and (viii) maintain its insurance policies in the ordinary course. The Bankruptcy Court held a hearing to consider the Debtors’ “first day” motions on April 9, 2020. The Bankruptcy Court has not yet entered orders approving the “first day” relief sought by the Debtors, but the Company expects the Bankruptcy Court to do so and allow it to continue to operate its business in the ordinary course. The Company’s filing of the Chapter 11 Cases constituted an event of default that accelerated the Company’s obligations under its debt agreements. Specifically, the filing of the Chapter 11 Cases constituted an event of default under (a) the Credit Agreement, among the Company, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, with respect to the Senior Credit Facility; (b) the ABL Credit Agreement, among the Company, the lenders party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, with respect to the ABL Credit Facility; and (c) the Indenture, dated as of April 22, 2016, by and between the Company and Wilmington Savings Fund Society, FSB, as successor trustee to Regions Bank, with respect to the Senior Notes. Due to the Chapter 11 Cases, however, the lenders’ ability to exercise remedies under their respective credit agreements and debt instruments was stayed as of the date of the Chapter 11 petition and continues to be stayed. On April 6, 2020, the Debtors entered into a Restructuring Support Agreement (the “RSA”) with (i) the lenders (a) who constitute more than a majority in number of the lenders under the Senior Credit Facility and (b) hold at least two-thirds of the aggregate outstanding principal amount of the Senior Credit Facility (the “Consenting First Lien Lenders”), and (ii) the holders (x) who constitute a majority in number of the holders of the Senior Notes and (y) hold at least two-thirds of the aggregate outstanding principal amount of the Senior Notes (the “Consenting Noteholders”, and collectively with the Consenting First Lien Lenders, the “Consenting Stakeholders”). The RSA contemplates that the restructuring and recapitalization of the Debtors will occur through a joint prepackaged plan of reorganization in the Chapter 11 Cases (the “Plan”). The Debtors filed the Plan with the Bankruptcy Court on April 7, 2020. Under the RSA, the Company must seek to have the Plan confirmed and declared effective no later than June 21, 2020, but if any required regulatory approval has not been obtained prior to June 21, 2020, then the Company automatically has an additional twenty calendar days to obtain a confirmed and effective Plan. The Plan provides that the reorganized QHC (the “Reorganized QHC”) will pay all of the general unsecured claims against the Debtors’ estate in the ordinary course of business. Moreover, the Plan will allow the Company to reduce its debt by approximately $500 million through the refinancing and paydown of its Senior Credit Facility, the refinancing of its ABL Credit Facility and the extinguishment of its Senior Notes. In exchange for the extinguishment of their claims under the Senior Notes, the Reorganized QHC will issue to the holders of the Senior Notes 100% of the shares of new common stock of the Reorganized QHC, subject to dilution for certain issuances of new common stock. The holders of Senior Notes also will receive interests in a litigation trust established by QHC in the Chapter 11 Cases. The Plan requires, and the Company expects, that all of the Company’s existing shares of common stock, restricted stock, and restricted stock units will be cancelled in the Chapter 11 Cases without receiving any distributions from the Debtors. The Company expects to fund the distributions under the Plan through cash on hand, shares of new common stock of the Reorganized QHC, certain exit financing arrangements, and an equity raise of at least $200 million pursuant to that certain Equity Commitment Agreement, among the Company and certain of the Consenting Noteholders (the “Equity Commitment Agreement”). The Company cannot predict the ultimate outcome of the Chapter 11 Cases. Although the Company expects the Chapter 11 Cases to be resolved quickly since the Company is entering bankruptcy with a joint prepackaged plan of reorganization, third parties may propose alternative plans of reorganization, the RSA may be terminated by one or more of the Consenting Stakeholders or the Company, or the Bankruptcy Court may refuse to confirm the Plan. In the event the Plan is not confirmed or the RSA is terminated, the duration of the Chapter 11 Cases will be extended which will increase the Company’s expenses and reduce the Company’s capital resources. Further, even if the Plan is confirmed, there is no guarantee that the exit financing provided for in the Plan will be sufficient to accomplish the Company’s reorganization strategy. Principles of Consolidation The consolidated 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 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 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 Company’s consolidated balance sheets. Intercompany transactions and accounts of the Company are eliminated in consolidation. 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 Company’s consolidated 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 reports revenues from patient services at its hospitals and affiliated facilities at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients, governmental programs and third-party payors such as Medicare, Medicaid, managed care organizations, private insurers and others, and include variable consideration for retroactive revenue adjustments due to settlements of audits, reviews and investigations. Generally, the Company bills the patient and third-party payors several days after the services are performed or the patient is discharged. Revenue is recognized as the performance obligations are satisfied. Billings and collections were outsourced to CHS under a transition services agreement that was entered into in connection with the Spin-off through September 30, 2019. See Note 16 — Related Party Transactions for additional information on this agreement. On May 8, 2019, the Company entered into an agreement with R1 RCM to receive end-to-end revenue cycle management services. The agreement with R1 RCM has, among other things, allowed for the Company to transition its billing and collection services from CHS to R1 RCM. In July 2019, R1 RCM began providing limited services to the Company, such as status review on aged accounts receivable and insurance denials. Effective October 1, 2019, the Company transitioned its billing and collection services from CHS to R1 RCM. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected (or actual) charges for services anticipated to be provided. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Generally, performance obligations satisfied over time relate to patients in the Company’s hospitals receiving inpatient acute care services. The Company measures the performance obligation from admission into the hospital to the point when it is no longer required to provide services to that patient, which is generally at the time of discharge. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided, and the Company does not believe it is required to provide additional goods or services to the patient. Because all of its performance obligations relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in Financial Accounting Standards Board’s (“FASB”) ASC 606-10-50-14(a) and, therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above are primarily related to inpatient acute care services at the end of the reporting period. The performance obligations for these contracts are generally completed when the patient is discharged, which generally occurs within days or weeks following the end of the reporting period. The Company determines the transaction price based on standard billing rates for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and patient responsibility after insurance in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients and patient responsibility after insurance. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. The Company recognizes revenues related to its QHR business when either the performance obligation has been satisfied or over time as the hospital management advisory and healthcare consulting services are provided, and reports these revenues at the amount expected to be collected from the non-affiliated hospital clients of QHR. 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 healthcare consulting services business, rental income and hospital cafeteria sales. The following table provides a summary of net operating revenues by payor source (dollars in thousands): Year Ended December 31, 2019 2018 2017 $ Amount % of Total $ Amount % of Total $ Amount % of Total Medicare $ 480,475 28.4 % $ 532,097 28.3 % $ 613,846 29.6 % Medicaid 351,297 20.8 % 352,111 18.7 % 417,656 20.2 % Managed care and commercial 673,770 39.9 % 754,572 40.2 % 788,943 38.1 % Self-pay and self-pay after insurance 109,515 6.5 % 157,435 8.4 % 154,402 7.4 % Non-patient 74,569 4.4 % 82,374 4.4 % 97,323 4.7 % Total net operating revenues $ 1,689,626 100.0 % $ 1,878,589 100.0 % $ 2,072,170 100.0 % The table above includes a $21.0 million change in estimate the Company recorded as of December 31, 2017 to reduce the net realizable value of patient accounts receivable due to a more comprehensive and disaggregate level and refinement of the estimate of the collectability of self-pay accounts receivable related to insured patients, primarily co-pays and deductibles. The Company’s analysis also included an evaluation of patient accounts receivable retained in the divestiture of six of the Company’s divested hospitals. Contractual Allowances and Discounts Agreements with third-party payors typically provide for payments at amounts less than standard billing rates. A summary of the payment arrangements with major third-party payors follows: • Medicare: • Medicaid: • Other: Government programs, including 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. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations. In some instances, these investigations have resulted in organizations entering into significant settlement agreements or findings of criminal and civil liability. Compliance with such laws and regulations may be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have on the Company. Contractual adjustments, 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 adjustments 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 adjustments in the periods in which they become known and may be subject to further revisions. In addition, the contracts the Company has with commercial insurance payors may provide for retroactive audit and review of claims. Self-pay and other payor discounts are incentives offered by the Company to uninsured or underinsured patients and other payors to reduce their costs of healthcare services. Subsequent changes in estimates for third-party payors that are determined to be the result of an adverse change in a payor’s ability to pay are recorded as bad debt expense. Bad debt expense for the year ended December 31, 2019 and 2018 was not material and is included in other operating expenses in the Company’s consolidated statements of income. Third-Party Program Reimbursements Cost report settlements under reimbursement programs with Medicare, Medicaid and other managed care plans for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical experience, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as new information becomes available, or as years are settled or are no longer subject to such audits, reviews, and investigations. Previous program reimbursements and final cost report settlements are included in due from and due to third-party payors in the consolidated balance sheets. Net adjustments arising from a change in the transaction price for estimated cost report settlements favorably (unfavorably) impacted net operating revenues by $2.2 million, $(0.3) million and $2.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. Currently, several states have established 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 state supplemental payment programs are designed with input from The Centers for Medicare & Medicaid Services (“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. The receivables and payables associated with these programs are included in due from and due to third-party payors in the consolidated 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 balance sheets (in thousands): December 31, 2019 2018 Amounts due from third-party payors: Previous program reimbursements and final cost report settlements $ 11,654 $ 14,374 State supplemental payment programs 21,731 49,069 Total amounts due from third-party payors $ 33,385 $ 63,443 Amounts due to third-party payors: Previous program reimbursements and final cost report settlements $ 37,214 $ 32,174 State supplemental payment programs 6,794 13,678 Total amounts due to third-party payors $ 44,008 $ 45,852 The Company recognizes the revenues and related expenses based on the terms of each program in the period in which the 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 statements of income. The following table provides a summary of the portion of Medicaid reimbursements included in the consolidated statements of income that are attributable to state supplemental payment programs (in thousands): Year Ended December 31, 2019 2018 2017 Medicaid state supplemental payment program revenues $ 173,122 $ 200,036 $ 211,448 Provider taxes and other expenses 68,252 74,709 75,388 Reimbursements attributable to state supplemental payment programs, net of expenses $ 104,870 $ 125,327 $ 136,060 The California Department of Health Care Services administers the Hospital Quality Assurance Fee (“HQAF”) program The Company recognized $7.6 million and $7.3 million of Medicaid revenues in the years ended December 31, 2019 and 2018, respectively, related to the sale of Illinois property tax credits. Recognition of the benefit from the Illinois credits was previously recognized as a reduction in other operating expenses; however, the Company determined that the Illinois property tax credits operate as a state supplemental payment program for uncompensated charity care. For the year ended December 31, 2017, the Company recognized $7.8 million from the sale of Illinois property tax credits as a direct reduction to other operating expenses. Self-Pay and Self-Pay After Insurance Generally, patients who are covered by third-party payors are responsible for related co-pays and deductibles, which vary in amount. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from the Company’s standard billing rates. The Company estimates the transaction price for patients with co-pays and deductibles and for uninsured patients based on historical collection experience and current market conditions. The initial estimate of the transaction price is determined by reducing the Company’s standard charges by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price, if any, are generally recorded as an adjustment to patient service revenue in the period of the change. 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. The related charges which are recorded in operating revenues at the standard billing rates and fully offset in contractual allowances were $22.7 million, $33.0 million and $34.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company estimates the cost of providing charity care services utilizing 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 costs of providing charity care services was $3.7 million, $5.5 million and $5.6 million for the years ended December 31, 2019, 2018 and 2017, 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 Substantially all of the Company’s receivables are related to providing healthcare services to patients at its hospitals and affiliated outpatient facilities. For self-pay and self-pay after insurance receivables, the Company estimates the implicit price concession by reserving a percentage of all self-pay and self-pay after insurance accounts receivable without regard to aging category. The estimate of the implicit price concession is based on a model that considers historical cash collections, expected recoveries and any anticipated changes in trends. The Company’s ability to estimate the implicit price concessions 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. Significant changes in payor mix, R1 RCM’s business office operations, including their efforts in collecting the Company’s accounts receivables, economic conditions, or trends in federal and state governmental healthcare coverage, among others, could affect the Company’s estimates of implicit price concessions for self-pay and self-pay after insurance accounts receivable. The Company also continually reviews its overall estimate of implicit price concessions by monitoring historical cash collections as a percentage of trailing net operating revenues, 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 divestitures. Collections are impacted by the economic ability of patients to pay, the effectiveness of the Company’s billing and collection efforts, which are outsourced to a third party, including their current policies on billings, accounts receivable payor classification and collections. Our results are also affected by third party collection agencies and by the ability of the Company to further attempt collection efforts. Billings and collections were outsourced to CHS under a transition services agreement that was established with the Spin-off through September 30, 2019. See Note 16 — Related Party Transactions for additional information on the CHS TSA agreement. On May 8, 2019, the Company entered into an agreement with R1 RCM to receive end-to-end revenue cycle management services. The agreement with R1 RCM has, among other things, allowed for the Company to transition its billing and collection services from CHS to R1 RCM. In July 2019, R1 RCM began providing limited services to the Company, such as status review on aged accounts receivable and insurance denials. Effective October 1, 2019, the Company transitioned its billing and collection services from CHS to R1 RCM. The following table provides a summary of the changes in the allowance for doubtful accounts (in thousands): December 31, 2019 2018 2017 Balance at beginning of period $ — $ 352,509 $ 360,796 Provision for bad debts — — 255,485 Amounts written off, net of recoveries — — (263,772 ) Impact of adoption of ASC 606 — (352,509 ) — Balance at end of period $ — $ — $ 352,509 During the fourth quarter of 2017, the Company analyzed self-pay patient accounts receivable at a more comprehensive and disaggregated level and refined its estimate of the collectability of the portion of self-pay accounts receivable related to insured patients, primarily co-payments and deductibles. The Company’s analysis also included an evaluation of patient accounts receivable retained in the divestitures of six of the Company’s seven divested hospitals. As a result of these efforts, the Company recorded a change in estimate of $21.0 million to reduce the net realizable value of patient accounts receivable, which negatively impacted the provision for bad debts in the consolidated statement of income for the year ended December 31, 2017. The Company has elected the practical expedient allowed under FASB ASC Topic 606 and does not adjust the promised amo |
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Impairment of Long-Lived Assets and Goodwill | Periodically, the Company evaluates the fair value of hospitals held for sale and intended for divestiture and recognizes any impairment as a result of that evaluation. The following table provides a summary of the components of impairment recognized (in thousands): Year Ended December 31, 2019 2018 2017 Property and equipment $ 31,140 $ 71,038 $ 41,373 Capitalized software costs 5,190 6,100 3,439 Medicare licenses — — 540 Total Long-Lived Assets Impairment 36,330 77,138 45,352 Goodwill 6,490 — 1,929 Total Goodwill and Long-Lived Assets Impairment $ 42,820 $ 77,138 $ 47,281 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | NOTE 3 — ACQUISITIONS AND DIVESTITURES Acquisitions During the years ended December 31, 2019, 2018 and 2017, 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. The following table provides a summary of the combined purchase price allocation by year for the Company’s acquisitions (in thousands): Year Ended December 31, 2019 2018 2017 Current assets $ — $ — $ 142 Property and equipment 124 44 695 Goodwill 441 77 1,211 Liabilities — — (128 ) Total consideration paid $ 565 $ 121 $ 1,920 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. Divestitures Watsonville Community Hospital On September 30, 2019, the Company sold 106-bed Watsonville Community Hospital and its affiliated entities (“Watsonville”), located in Watsonville, California, for proceeds of $45.7 million. Total proceeds include a $5.0 million note receivable which is included in other long-term assets on the consolidated balance sheet. For the years ended December 31, 2019, 2018 and 2017, the Company’s operating results included pre-tax income (losses) of $(13.5) million, $0.4 million and $1.3 million, respectively, related to Watsonville. In addition to the above, the Company recorded a $1.9 million loss on sale of Watsonville for the year ended December 31, 2019. MetroSouth Medical Center On September 30, 2019, the Company ceased operations at 314-bed MetroSouth Medical Center and its affiliated entities (“MetroSouth”), located in Blue Island, Illinois. For the years ended December 31, 2019, 2018 and 2017, the Company’s operating results included pre-tax losses of $38.9 million, $8.4 million and $2.6 million, respectively, related to MetroSouth. Included in the pre-tax loss for the year ended December 31, 2019 was $24.9 million of closure costs related to the closure of MetroSouth. These costs include $7.2 million of non-cash losses associated with the disposal or write down of assets that have no future value to the Company, $6.3 million of severance and salary continuation costs and $11.4 million of other costs and fees related to the termination of contracts and other miscellaneous costs. In addition, beyond 2019, the Company is obligated to maintain patient health records for approximately 25 years with an estimated annual cost of $0.2 million and may incur additional costs to maintain the existing facilities until such time the facility is sold with an estimated annual cost of $2.2 million. Scenic Mountain Medical Center On April 12, 2019, the Company sold 146-bed Scenic Mountain Medical Center and its affiliated entities (“Scenic Mountain”), located in Big Spring, Texas, for proceeds of $11.7 million. For the years ended December 31, 2019, 2018 and 2017, the Company’s operating results included pre-tax losses of $7.5 million, $2.9 million and $0.7 million, respectively, related to Scenic Mountain. In addition to the above, the Company recorded a $1.1 million loss on sale of Scenic Mountain for the year ended December 31, 2019, which included a write-off of allocated goodwill of $3.3 million. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 4 — PROPERTY AND EQUIPMENT The following table provides a summary of the components of property and equipment (in thousands): December 31, 2019 2018 Property and equipment, at cost: Land and improvements $ 41,855 $ 49,637 Building and improvements 639,538 723,345 Equipment and fixtures 441,950 498,139 Construction in progress 16,812 16,208 Total property and equipment, at cost 1,140,155 1,287,329 Less: Accumulated depreciation and amortization (648,139 ) (727,891 ) Total property and equipment, net $ 492,016 $ 559,438 Depreciation expense was $42.1 million, $49.3 million and $58.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. See Note 5 — Goodwill and Intangible Assets for information on amortization expense recorded for property and equipment held under finance lease obligations. See Note 9 — Leases for information on ROU assets held under finance lease obligations. Purchases of property and equipment accrued in accounts payable were $8.7 million and $4.9 million as of December 31, 2019 and 2018, respectively. See Note 2 — Impairment of Long-Lived Assets and Goodwill for information on impairment related to property and equipment recorded in the consolidated statements of income for the years ended December 31, 2019, 2018 and 2017. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 5 — GOODWILL AND INTANGIBLE ASSETS Goodwill The following table provides a summary of the changes in goodwill (in thousands): December 31, 2019 2018 Balance at beginning of period $ 401,073 $ 409,229 Acquisitions 441 77 Divestitures (3,300 ) (9,826 ) Reclass (to) from held for sale — 1,593 Impairment (6,490 ) — Balance at end of period $ 391,724 $ 401,073 Goodwill related to the hospital operations reporting unit was $358.4 million and $367.8 million as of December 31, 2019 and December 31, 2018, respectively. Goodwill related to the hospital management advisory and healthcare consulting services reporting unit was $33.3 million at both December 31, 2019 and December 31, 2018. Total accumulated goodwill impairment losses were $133.5 million and $126.9 million as of December 31, 2019 and 2018, respectively. See Note 2 — Impairment of Long-Lived Assets and Goodwill for additional information on impairment to goodwill recorded by the Company during the years ended December 31, 2019, 2018 and 2017. Intangible Assets The following table provides a summary of the components of intangible assets (in thousands): December 31, 2019 Accumulated Net Book Cost Amortization Value Finite-lived intangible assets: Capitalized software costs $ 143,985 $ (106,478 ) $ 37,507 Physician guarantee contracts 3,261 (1,593 ) 1,668 Other finite-lived intangible assets 43,212 (38,366 ) 4,846 Total finite-lived intangible assets, net 190,458 (146,437 ) 44,021 Indefinite-lives intangible assets: Tradenames 4,000 — 4,000 Licenses and other indefinite-lived intangible assets 1,134 — 1,134 Total indefinite-lived intangible assets 5,134 — 5,134 Total intangible assets $ 195,592 $ (146,437 ) $ 49,155 December 31, 2018 Accumulated Net Book Cost Amortization Value Finite-lived intangible assets: Capitalized software costs $ 145,795 $ (111,658 ) $ 34,137 Physician guarantee contracts 5,008 (2,679 ) 2,329 Other finite-lived intangible assets 43,221 (36,512 ) 6,709 Total finite-lived intangible assets, net 194,024 (150,849 ) 43,175 Indefinite-lives intangible assets: Tradenames 4,000 — 4,000 Licenses and other indefinite-lived intangible assets 1,114 — 1,114 Total indefinite-lived intangible assets 5,114 — 5,114 Total intangible assets $ 199,138 $ (150,849 ) $ 48,289 During the years ended December 31, 2019 and 2018, the Company recorded $5.2 million and $6.1 million, respectively, of impairment related to capitalized software costs. See Note 2 — Impairment of Long-Lived Assets and Goodwill for additional information on these impairment charges. As of December 31, 2019, the Company had $13.6 million of capitalized software costs that are currently in the development stage. Amortization of these costs will begin once the software projects are complete and ready for their intended use. See Note 17 — Commitments and Contingencies — Commitments Related to Information Technology for additional information on certain capitalized software costs related to the Company’s transition of its information technology infrastructure. Amortization Expense The following table provides a summary of the components of amortization expense (in thousands): Year Ended December 31, 2019 2018 2017 Amortization of finite-lived intangible assets: Capitalized software costs $ 8,945 $ 10,991 $ 15,879 Physician guarantee contracts 1,684 2,391 2,032 Other finite-lived intangible assets 1,888 2,029 2,594 Total amortization expense related to finite-lived intangible assets 12,517 15,411 20,505 Amortization of leasehold improvements and property and equipment assets held under finance lease obligations 2,999 3,301 3,038 Total amortization expense $ 15,516 $ 18,712 $ 23,543 As of December 31, 2019, 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 2.6 years. The following table provides a summary of estimated future amortization expense for the next five years and thereafter related to intangible assets (in thousands): 2020 $ 18,699 2021 15,911 2022 8,880 2023 270 2024 84 Thereafter 177 Total estimated future amortization expense $ 44,021 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 6 — LONG-TERM DEBT The following table provides a summary of the components of long-term debt (in thousands): December 31, 2019 2018 Senior Credit Facility: Revolving Credit Facility, maturing 2021 $ 22,000 $ — Term Loan Facility, maturing 2022 738,336 790,751 ABL Credit Facility, maturing 2021 75,000 14,000 Senior Notes, maturing 2023 400,000 400,000 Unamortized debt issuance costs and discounts (25,543 ) (35,537 ) Finance lease obligations 22,261 23,386 Other debt 419 874 Total debt 1,232,473 1,193,474 Less: Current maturities of long-term debt (1,211,485 ) (1,697 ) Total long-term debt $ 20,988 $ 1,191,777 As discussed below, the Company defaulted on the performance of its covenants under the CS Agreement and the indenture governing the Company’s Senior Notes. As such, all outstanding debt as of December 31, 2019 related to the Revolving Credit Facility, the Term Loan Facility, the ABL Credit Facility, and the Senior Notes has been classified as current maturities of long-term debt in the accompanying consolidated financial statements. DIP Facility In connection with the Chapter 11 Cases, the Debtors have filed motions with the Bankruptcy Court seeking approval of a debtor-in-possession financing arrangement on an interim and final basis (the “DIP Facility”). The closing and initial funding of the DIP Facility will occur after the Bankruptcy Court enters an interim order approving debtor-in-possession financing. The Company will only be permitted to draw a maximum principal amount of $30 million under the DIP Facility until the Bankruptcy Court enters a final order approving the debtor-in-possession financing. After the Bankruptcy Court enters the final order, the Company may draw up to a maximum principal amount of $60 million under the DIP Facility, and thereafter may draw the remaining portion of the loan commitments not drawn subject to the consent of the required lenders under the DIP Facility or if needed under the budget. The lenders under the DIP Facility will make available to the Company loans in the aggregate principal amount of $100 million and such loans will bear interest at a rate per annum equal to the adjusted LIBO rate used for the Senior Credit Facility, plus 10.00%. Upon the occurrence of an event of default, the lenders under the DIP Facility are permitted to charge a default rate of interest equal to 2.00% above the rate otherwise applicable. The DIP Facility will include customary representations and warranties, covenants and events of default, including, among others, covenants requiring the Debtors to deliver a budget to the lenders under the DIP Facility and operate in accordance with an approved form of such budget. The Debtors intend to use the DIP facility to fund certain expenses in the Chapter 11 Cases and the ongoing operations of their businesses during the Chapter 11 Cases. Subject to a specified carve-out amount for certain administrative, legal, and court fees payable in connection with the Chapter 11 Cases, the claims arising under the DIP Facility will (i) be entitled to joint and several superpriority claim status in the Chapter 11 Cases, and (ii) be secured by a perfected first priority lien on (x) the amounts deposited in a segregated deposit account for advances under the DIP Facility and (y) subject to a final order, avoidance actions and the proceeds thereof. The claims arising under the DIP Facility also will be secured by a perfected junior lien on all of the assets encumbered by the Senior Credit Facility. The current guarantors under the Senior Credit Facility will guarantee the obligations of the Company under the DIP Facility. The DIP Facility will mature upon the earlier to occur of (i) six month from the closing date of the DIP Facility, (ii) the acceleration of the loans and commitments outstanding under the DIP Facility, and (iii) the effective date of the Plan. Senior Credit Facility In connection with the Spin-off, 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”), as described below. On March 14, 2018, the Company executed a second agreement with its Senior Credit Facility lenders to amend certain provisions of its Senior Credit Facility (the “CS Second Amendment”), as described below. The CS Agreement initially provided 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 decreased to $75.0 million. The CS Second Amendment further reduced the Revolving Credit Facility’s capacity to $62.5 million through maturity, effective with the amendment executed on March 14, 2018. 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. 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 July 1, 2017 through maturity, among other provisions. In addition, the CS Amendment raised the minimum Secured Net Leverage Ratio required for the Company to remain in compliance for certain periods, and also changed the calculation of compliance for specified periods. The CS Second Amendment, which was executed on March 14, 2018, amended the Secured Net Leverage Ratio for the period July 1, 2017 through maturity. After giving effect to the CS Amendment and the CS Second Amendment, the maximum Secured Net Leverage Ratio permitted under the CS Agreement, as determined based on 12 month trailing Consolidated EBITDA measured as of the last day of each fiscal quarter as defined in the CS Agreement follows: Maximum Secured Net Period Leverage Ratio Period from July 1, 2018 to December 31, 2019 5.00 to 1.00 Period from January 1, 2020 and thereafter 4.50 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 and the CS Second Amendment also affected other terms of the CS Agreement as follows: • Through April 29, 2022, the Company is required to use asset sales proceeds to make mandatory redemptions under the Term Loan Facility. • 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. • 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%. 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%. The effective interest rate on the Term Loan Facility was 9.14% as of December 31, 2019. Interest on outstanding borrowings under the Revolving Credit Facility accrues, 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 and the CS Second Amendment. The effective interest rate on the Revolving Credit Facility was 6.53% as of December 31, 2019. Borrowings from the Revolving Credit Facility are used for working capital and general corporate purposes. As of December 31, 2019, the Company had $22.0 million of borrowings outstanding on the Revolving Credit Facility and had $15.2 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. As of December 31, 2019, the Company had borrowing capacity under its Revolving Credit Facility of $25.3 million subject to the restraint of the overall borrowing capacity calculated by the Secured Net Leverage Ratio. The Company has defaulted on the performance of its covenants under the CS Agreement. The Company filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code on April 7, 2020, which constituted an event of default (the “Bankruptcy Event of Default”). In addition, the Company’s Secured Net Leverage Ratio exceeded 5.00 to 1.00 as of December 31, 2019, which constituted an event of default under the CS Agreement (the “Ratio Event of Default”). Moreover, based on the Bankruptcy Default and Ratio Event of Default, our management concluded there is substantial doubt regarding the Company’s ability to continue as a going concern within one year from the issuance of our consolidated financial statements. As a result, the Company received a going concern qualification in connection with the external audit report of these consolidated financial statements, which also constituted a default under the CS Agreement (the “Going Concern Default”). The CS Agreement also requires the Company to deliver to Credit Suisse its consolidated audited financial statements within ninety days of the end of the 2019 fiscal year. The Company failed to satisfy this covenant on March 30, 2020, which constitutes a default under the CS Agreement (the “FS Delivery Default”). The Going Concern Default and FS Delivery Default will mature into events of default after notice to the Company from the administrative agent and the lapse of a thirty-day cure period. The CS Agreement allows the lenders thereunder to accelerate the outstanding indebtedness and foreclose on the collateral subject to liens after the occurrence of an event of default, such as the Bankruptcy Event of Default and Ratio Event of Default. However, the lenders are automatically stayed from enforcing their remedies under the CS Agreement as of the date of the Company’s bankruptcy petition pursuant to the provisions of the Bankruptcy Code. ABL Credit Facility In connection with the Spin-off, 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. On April 11, 2017, we executed an amendment to the UBS Agreement with its lender party thereto, which aligned the provisions of the UBS Agreement with the CS Amendment. 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, which are based on eligible patient accounts receivable, are used for working capital and general corporate purposes. As of December 31, 2019, the Company had $75.0 million of borrowings outstanding on the ABL Credit Facility and borrowing capacity of $36.0 million subject to the restraint of the overall borrowing capacity calculated by the Secured Net Leverage Ratio. The ABL Credit Facility has a maturity date of April 29, 2021, subject to customary acceleration events and repayment, extension or refinancing. Interest on outstanding borrowings 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. 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. The Company filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code on April 7, 2020. The Company’s filing of the bankruptcy petition constituted an event of default under the UBS Agreement. The UBS Agreement allows the lenders thereunder to accelerate the outstanding indebtedness after the occurrence of an event of default. However, the lenders are automatically stayed from enforcing their remedies under the UBS Agreement as of the date of the Company’s bankruptcy petition pursuant to the provisions of the Bankruptcy Code. The Company also failed to satisfy its affirmative covenant under the UBS Agreement to deliver to UBS audited consolidated financial statements within 90 days of the end of the 2019 fiscal year. The failure to timely deliver the audited consolidated financial statements of the Company constituted a default under the UBS Agreement. In addition, the Company’s receipt of a going concern qualification in connection with the external audit report of these consolidated financial statements also constituted a default under the UBS Agreement. 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 12.49% as of December 31, 2019. 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. The Company defaulted on its obligations under the Indenture when it filed a voluntary petition for bankruptcy relief under Chapter 11 of the Bankruptcy Code on April 7, 2020. The Company’s default allows the trustee to accelerate payment of the Senior Notes; however, the Bankruptcy Code imposes an automatic stay which prevents the lender’s enforcement of this remedy while the Chapter 11 Cases are pending. On May 17, 2017, the Company exchanged the 11.625% Senior Notes due 2023 (the “Initial Notes”) in the aggregate principal amount of $400 million, which were not registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of 11.625% Senior Notes due 2023 (the “Exchange Notes”), which have been registered under the Securities Act. The Initial Notes were substantially identical to the Exchange Notes, except that the Exchange Notes are registered under the Securities Act and are not subject to the transfer restrictions and certain registration rights agreement provisions applicable to the Initial Notes. 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 specified in the table below, 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 could have redeemed 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 was 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 periods 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, 2019 2018 Debt issuance costs $ 34,533 $ 34,533 Debt discounts 24,536 24,536 Total debt issuance costs and discounts at origination 59,069 59,069 Less: Amortization of debt issuance costs and discounts (33,526 ) (23,532 ) Total unamortized debt issuance costs and discounts $ 25,543 $ 35,537 Finance Lease Obligations and Other Debt The Company’s debt arising from finance lease obligations primarily relates to its corporate office in Brentwood, Tennessee. As of December 31, 2019 and 2018, this finance lease obligation was $16.3 million and $17.2 million, respectively. The remainder of the Company’s finance 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. Debt Maturities The following table provides a summary of debt maturities for each of the next five years and thereafter (in thousands): 2020 $ 1,237,028 2021 1,632 2022 1,453 2023 1,348 2024 1,455 Thereafter 15,100 Total debt, excluding unamortized debt issuance costs and discounts $ 1,258,016 Interest Expense, Net The following table provides a summary of the components of interest expense, net (in thousands): Year Ended December 31, 2019 2018 2017 Senior Credit Facility: Revolving Credit Facility $ 549 $ 267 $ 528 Term Loan Facility 71,270 71,538 66,111 ABL Credit Facility 2,467 1,432 1,854 Senior Notes 46,504 46,491 46,516 Amortization of debt issuance costs and discounts 9,994 9,666 8,949 All other interest expense (income), net 1,576 (1,264 ) (1,881 ) Total interest expense, net $ 132,360 $ 128,130 $ 122,077 |
Other Long-Term Assets and Othe
Other Long-Term Assets and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Noncurrent Assets And Other Noncurrent Liabilities Disclosure [Abstract] | |
Other Long-Term Assets and Other Long-Term Liabilities | NOTE 7 — OTHER LONG-TERM ASSETS AND OTHER LONG-TERM LIABILITIES The following table provides a summary of the major components of other long-term assets (in thousands): December 31, 2019 2018 Receivable for professional and general liability insurance reserves indemnified by CHS $ 22,364 $ 34,535 Assets of deferred compensation plan 15,907 14,980 Receivable for workers' compensation liability insurance reserves indemnified by CHS 10,021 12,118 Cloud computing implementation costs 5,786 — Notes receivable 4,854 501 Other miscellaneous long-term assets 16,680 12,172 Total other long-term assets $ 75,612 $ 74,306 The following table provides a summary of the major components of other long-term liabilities (in thousands): December 31, 2019 2018 Professional and general liability insurance reserves $ 48,703 $ 82,828 Workers' compensation liability insurance reserves 14,148 16,819 Benefit plan liabilities 21,668 22,712 Software license liabilities 6,092 — Other miscellaneous long-term liabilities 2,924 4,140 Total other long-term liabilities $ 93,535 $ 126,499 See Note 17 — Commitments and Contingencies for additional information about the Company’s insurance reserves and Note 15 — Benefit Plans for additional information about the Company’s benefit plan liabilities. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 8 — FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the Company’s cash and cash equivalents, patient accounts receivable, amounts due from and due to third-party payors, restricted cash and accounts payable approximate their fair values due to the short-term maturity of these financial instruments. The Company recorded impairment related to long-lived assets and goodwill during the years ended December 31, 2019, 2018 and 2017. See Note 2 — Impairment of Long-Lived Assets and Goodwill for additional information on these impairments. 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 the 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, 2019 2018 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Revolving Credit Facility $ 22,000 $ 22,000 $ — $ — Term Loan Facility 738,336 727,726 790,751 784,821 ABL Credit Facility 75,000 75,000 14,000 14,000 Senior Notes 400,000 339,256 400,000 382,984 Other debt 22,680 22,680 24,260 24,260 Total long-term debt, excluding debt issuance costs and discounts $ 1,258,016 $ 1,186,662 $ 1,229,011 $ 1,206,065 The Company considers its long-term debt instruments to be measured based on Level 2 inputs. Information about the valuation methodologies used in the determination of the estimated fair values for the Company’s long-term debt instruments follows: • Term Loan Facility . • Senior Notes . • All other debt . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 9 — LEASES The Company has operating and finance leases for its corporate office, certain of its hospitals, medical office buildings, medical equipment and office equipment. The following table provides a summary of the components of lease costs and rent (in thousands): Year Ended December 31, 2019 Operating lease costs: Operating lease cost $ 33,886 Variable lease cost 2,516 Short-term rent expense 7,919 Total operating lease costs $ 44,321 Finance lease costs: Amortization of right-of-use assets $ 1,556 Interest on lease liabilities 1,514 Total finance lease costs $ 3,070 The following table provides supplemental balance sheet information related to finance leases (in thousands): Balance Sheet Classification December 31, 2019 Finance Leases: Finance lease ROU assets Property and equipment $ 29,399 Accumulated amortization Accumulated depreciation and amortization 7,273 Current finance lease liabilities Current maturities of long-term debt 1,415 Long-term finance lease liabilities Long-term debt 20,846 The following table provides supplemental cash flow information related to leases (in thousands): Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 33,884 Operating cash flows from finance leases 1,316 Financing cash flows from finance leases 1,395 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,543 Finance leases 271 The following table provides the weighted-average lease terms and discount rates used for the Company’s operating and finance leases: December 31, 2019 Weighted-average remaining lease term (years): Operating leases 5.1 Finance leases 7.2 Weighted-average discount rate: Operating leases 10.3 % Finance leases 6.2 % The following table provides a summary of lease liability maturities for the next five years and thereafter (in thousands): Operating Finance Leases Leases 2020 $ 29,090 $ 2,664 2021 21,756 2,670 2022 13,522 2,367 2023 8,161 2,055 2024 6,050 2,082 Thereafter 19,053 16,584 Total lease payments 97,632 28,422 Less: Imputed interest (22,525 ) (6,161 ) Total lease obligations 75,107 22,261 Less: Current portion (22,506 ) (1,415 ) Total long-term lease obligations $ 52,601 $ 20,846 As previously disclosed in the Company’s 2018 Annual Report on Form 10-K, which followed the lease accounting standard prior to the adoption of ASC Topic 842 (ASC Topic 840), future commitments related to non-cancellable operating and capital leases for each of the next five years and thereafter as of December 31, 2018 were as follows (in thousands): Operating Finance Leases (1) Leases 2019 $ 34,885 $ 2,549 2020 29,609 2,587 2021 20,098 2,625 2022 12,932 2,328 2023 7,588 6,974 Thereafter 26,469 13,716 Total minimum future payments obligations $ 131,581 30,779 Less: Imputed interest (7,393 ) Total capital lease obligations 23,386 Less: Current portion of capital lease obligations (1,304 ) Total long-term capital lease obligations $ 22,082 (1) Minimum lease payments obligations have not been reduced by minimum sublease rentals due in the future of $0.8 million. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | NOTE 10 — EQUITY Preferred Stock The Company has authorized 100,000,000 shares of preferred stock, par value of $0.0001 per share. Shares of preferred stock, none of which were outstanding as of December 31, 2019 and 2018, may be issued in one or more series having such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences as determined by the Board of Directors, subject to limitations prescribed by Delaware law and by the Company’s amended and restated certificate of incorporation. Common Stock The Company has authorized 300,000,000 shares of common stock, par value of $0.0001 per share. As of December 31, 2019 and 2018, the Company had 32,871,019 shares and 31,521,398 shares, respectively, 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 do 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 and the Indenture 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 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 — Basis of Presentation and Significant Accounting Policies for additional information related to the Spin-off. Accumulated Deficit Accumulated deficit of the Company, as shown in the consolidated balance sheets as of December 31, 2019 and 2018, represents the Company’s cumulative net losses since the Spin-off and the impact of the adoption of ASC Topic 842. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 — INCOME TAXES The Company and its subsidiaries are subject to U.S. federal income tax and income taxes of multiple state and local jurisdictions. The Company provides for income taxes based on enacted tax laws and tax rates in jurisdictions in which it conducts its operations. The following table provides a summary of the components of the provision for (benefit from) income taxes (in thousands): Year Ended December 31, 2019 2018 2017 Current : Federal $ — $ — $ — State 341 433 271 Total provision for (benefit from) current income taxes 341 433 271 Deferred: Federal (134 ) (1,340 ) (22,540 ) State 959 60 404 Total provision for (benefit from) deferred income taxes 825 (1,280 ) (22,136 ) Total provision for (benefit from) income taxes $ 1,166 $ (847 ) $ (21,865 ) On December 22, 2017, the Tax Act was signed into law, resulting in significant changes from previous law. The most notable change was a reduction of the U.S. corporate income tax rate from 35% to 21% for corporations effective January 1, 2018. The Tax Act also provides for other changes which include limitations on the deductibility of interest expense, an increased limitation on the deductibility of executive compensation, and acceleration of depreciation for certain assets placed in service after September 27, 2017. As permitted by SEC Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, the Company recorded provisional estimates in its 2017 financial statements for the effects of the Tax Act. The Company recorded a total income tax benefit of $24.0 million as of December 31, 2017 for the estimated impact of the Tax Act using current available information and technical guidance on the interpretations of the Tax Act. The total tax benefit of $24.0 million was comprised of a tax benefit of $10.9 million from the reduction of the Company’s net deferred tax liabilities measured at the new 21% tax rate, and a $13.1 million tax benefit for the reduction in valuation allowance attributable to the net realizability of deferred tax assets. The Company completed its analysis of the Tax Act during 2018 and included its effects in the consolidated financial statements. Adjustments made during 2018 for the finalization of our analysis were not material to the Company’s consolidated financial statements. One key aspect of the Tax Act that impacts the Company is the limitation on the deductibility of interest expense. The Tax Act provides that net interest expense is limited to 30% of Adjusted Taxable Income (“ATI”). ATI is defined as taxable income computed without regard to deductions for (1) business interest expense and income, (2) net operating losses allowable under Internal Revenue Code Section 172, and (3) depreciation, amortization, or depletion (for years beginning before January 1, 2022). The Company calculated excess interest expense of $94.2 million for 2018 and an estimated excess interest expense of approximately $99.6 million for 2019 for a total carryforward of $193.8 million which may be carried forward for an indefinite number of years. The following table reconciles the provision for (benefit from) income taxes utilizing the statutory federal income tax rate to the Company’s effective income tax rate (dollars in thousands): Year Ended December 31, 2019 2018 2017 Amount % Amount % Amount % Provision for (benefit from) income taxes at statutory federal tax rate $ (33,757 ) 21.0 % $ (41,807 ) 21.0 % $ (46,978 ) 35.0 % State income taxes, net of federal income tax benefit (5,018 ) 3.1 % (11,993 ) 6.0 % (6,137 ) 4.6 % Net (income) loss attributable to noncontrolling interests (422 ) 0.3 % (423 ) 0.2 % (641 ) 0.5 % Non-deductible goodwill and Spin-off costs 2,056 (1.3 )% 151 (0.1 )% 535 (0.4 )% Compensation limited under IRC Section 162(m) 113 (0.1 )% 1,887 (0.9 )% — — % Other deferred compensation (5,010 ) 3.1 % — — % — — % Other permanent items 207 (0.1 )% 306 (0.2 )% — — % Tax credits (642 ) 0.4 % (275 ) 0.1 % — — % Change in valuation allowance 45,085 (28.0 )% 52,206 (26.2 )% 53,470 (39.8 )% Change in rate due to Tax Act — — % — — % (10,934 ) 8.1 % Change in valuation allowance due to Tax Act — — % (845 ) 0.4 % (13,121 ) 9.8 % All other items (1,446 ) 0.9 % (54 ) 0.1 % 1,941 (1.5 )% Total provision for (benefit from) income taxes and effective tax rate $ 1,166 (0.7 )% $ (847 ) 0.4 % $ (21,865 ) 16.3 % Deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement carrying values and tax bases of the Company’s 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, 2019 2018 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 112,717 $ — $ 110,635 $ — Property and equipment 8,602 — — 888 Prepaid expenses — 611 — 1,596 Goodwill and intangible assets — 19,610 — 18,700 Investments in unconsolidated affiliates — 221 162 — Accounts receivable 7,883 — 4,667 — Accrued compensation and recruiting accruals 5,814 268 8,892 519 Other accruals 375 — 87 — Deferred compensation 13,886 — 8,066 — Debt issuance costs — 3,453 — 5,078 Other investments — 1,703 — — Leases 27,694 20,852 — — Interest limitation 60,524 — 29,334 — Insurance and settlement reserves 13,969 — 25,482 — Total deferred income tax assets and liabilities, before valuation allowance 251,464 46,718 187,325 26,781 Valuation allowance (212,429 ) — (167,280 ) — Total deferred income tax assets and liabilities $ 39,035 $ 46,718 $ 20,045 $ 26,781 Total deferred income tax liabilities, net $ 7,683 $ 6,736 As of December 31, 2019, the Company had federal net operating loss carryforwards of approximately $267.6 million, $166.1 million which will begin expiring in 2036 and $101.5 million of which has an indefinite life. The Company also had state net operating loss carryforwards of approximately $754 million, which generally expire from 2020 to 2039. In addition, the Company has $1.2 million of Work Opportunity Tax Credit carryforwards, $0.1 million of refundable alternative minimum tax credit carryforwards and $1.1 million of California Enterprise Zone credits. The Company has concluded that it is not more likely than not that it will realize the benefit of its deferred tax assets, and as a result, has recognized a valuation allowance of $212.4 million. With respect to the deferred tax liabilities pertaining to goodwill and intangible assets, as included in the table above, goodwill purchased in connection with certain business acquisitions is amortizable for income tax reporting purposes. However, for financial reporting purposes, there is no corresponding amortization allowed with respect to such purchased goodwill. As the Company does not expect to realize its state deferred tax assets, it has not recognized the corresponding federal tax benefit, and as such, the amounts presented above for the years ended December 31, 2019 and 2018 do not include the federal tax benefit. In prior years, the Company concluded that it is not more likely than not that it will realize the benefits of its deferred tax assets. The Company’s valuation allowance increased $45.1 million during the year ended December 31, 2019 from $167.3 million to $212.4 million. This change in valuation allowance was comprised of a $45.0 million increase in the valuation allowance that ran through income tax expense and a $0.1 million increase in the valuation allowance that impacted other comprehensive income. 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, 2019, 2018 and 2017. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 12 — 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, 2019 2018 2017 Numerator: Net income (loss) $ (161,916 ) $ (198,234 ) $ (112,357 ) Less: Net income (loss) attributable to noncontrolling interests 2,011 2,014 1,833 Net income (loss) attributable to Quorum Health Corporation $ (163,927 ) $ (200,248 ) $ (114,190 ) Denominator: Weighted-average shares outstanding - basic and diluted 29,955,140 28,976,122 28,113,566 Earnings (loss) per share attributable to Quorum Health Corporation stockholders - basic and diluted $ (5.47 ) $ (6.91 ) $ (4.06 ) Due to the net losses attributable to Quorum Health Corporation for the years ended December 31, 2019, 2018 and 2017, no incremental shares were included in diluted earnings (loss) per share for these periods because the net effect of the shares would be anti-dilutive. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments | NOTE 13 — SEGMENTS The Company’s operations consist of two distinct operating segments, its hospital operations business and its hospital management advisory and healthcare consulting services business. The hospital operations segment includes the operations of the Company’s owned and leased hospitals and their affiliated outpatient facilities that provide inpatient and outpatient healthcare services. The hospital management advisory and healthcare consulting services segment includes the operations of QHR. Both segments meet the criteria to be classified as a separate reportable segment. The financial information for the Company’s corporate functions has been reported in the tables below as part of the all other reportable segment. The following tables provide a summary of financial information related to the Company’s reportable segments (in thousands): Year Ended December 31, 2019 2018 2017 Net operating revenues: Hospital operations $ 1,626,681 $ 1,808,741 $ 1,987,973 QHR operations 59,704 70,871 80,863 All other 3,241 (1,023 ) 3,334 Total net operating revenues $ 1,689,626 $ 1,878,589 $ 2,072,170 Adjusted EBITDA: Hospital operations $ 122,556 $ 157,512 $ 175,597 QHR operations 17,485 17,681 20,599 All other (43,806 ) (48,798 ) (54,351 ) Total Adjusted EBITDA $ 96,235 $ 126,395 $ 141,845 December 31, 2019 2018 Assets: Hospital operations $ 1,341,773 $ 1,453,693 QHR operations 52,202 55,823 All other 97,910 64,578 Total assets $ 1,491,885 $ 1,574,094 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, 2019 2018 2017 Net income (loss) $ (161,916 ) $ (198,234 ) $ (112,357 ) Interest expense, net 132,360 128,130 122,077 Provision for (benefit from) income taxes 1,166 (847 ) (21,865 ) Depreciation and amortization 57,613 67,994 82,155 EBITDA 29,223 (2,957 ) 70,010 Legal, professional and settlement costs 9,677 11,974 6,001 Impairment of-long-lived assets and goodwill 42,820 77,138 47,281 Loss (gain) on sale of hospitals, net 3,088 9,005 (5,243 ) Loss on closure of hospitals, net 24,883 18,673 — Transition of transition services agreements 10,406 3,207 — Transaction costs related to spin-off — — 253 Headcount reductions and executive severance 3,018 9,355 2,543 Change in actuarial estimates (26,880 ) — — Adjustment of accounts receivable to net realizable value — — 21,000 Adjusted EBITDA $ 96,235 $ 126,395 $ 141,845 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 14 — STOCK-BASED COMPENSATION On April 1, 2016, the Company adopted the Quorum Health Corporation 2016 Stock Award Plan (the “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 2016 Stock Award Plan. On February 14, 2019, the Company adopted the Quorum Health Corporation Amended and Restated 2016 Stock Award Plan (the “Amended and Restated 2016 Stock Award Plan”), which was approved by the Company’s stockholders on May 31, 2019. The Company filed a Registration Statement on Form S-8 on February 14, 2019 to register an additional 3,700,000 shares of QHC common stock that may be issued under the Amended and Restated 2016 Stock Award Plan. On December 17, 2018, the Company adopted the Quorum Health Corporation 2018 Restricted Stock Plan (the “2018 Stock Plan”) effective December 18, 2018, which was approved by the Company’s stockholders on May 31, 2019. The Company filed a Registration Statement on Form S-8 on December 18, 2018 to register 625,000 shares of QHC common stock that may be issued under the 2018 Stock Plan. As defined in the Separation and Distribution Agreement, QHC and CHS employees who held CHS restricted stock awards on April 22, 2016 (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 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 in connection with the Spin-off. The following table provides a summary of the activity related to unvested QHC restricted stock awards distributed as part of the Spin-off to QHC and CHS employees (in shares): QHC Awards Distributed in Spin-off Unvested restricted stock awards at December 31, 2016 673,987 Vested (238,989 ) Forfeited (168,118 ) Unvested restricted stock awards at December 31, 2017 266,880 Vested (137,319 ) Forfeited (49,211 ) Unvested restricted stock awards at December 31, 2018 80,350 Vested (61,150 ) Forfeited (19,200 ) Unvested restricted stock awards at December 31, 2019 — The following table provides a summary of the activity related to unvested restricted stock awards that were granted to QHC employees subsequent to the Spin-off: QHC Awards Granted Subsequent to Spin-off Weighted- Average Grant Date Fair Value Shares Per Share Unvested restricted stock awards at December 31, 2016 1,081,005 $ 12.77 Granted 1,142,571 7.54 Vested (282,582 ) 12.77 Forfeited (161,506 ) 10.90 Unvested restricted stock awards at December 31, 2017 1,779,488 9.58 Granted 1,616,707 6.10 Vested (847,573 ) 9.80 Forfeited (341,505 ) 9.01 Unvested restricted stock awards at December 31, 2018 2,207,117 7.04 Granted 1,699,346 1.76 Vested (897,547 ) 7.72 Forfeited (330,525 ) 8.00 Unvested restricted stock awards at December 31, 2019 2,678,391 $ 3.34 During the year ended December 31, 2019, the Company granted 125,000 performance-based restricted stock awards to certain of its executive officers. If the performance-based objectives are attained in accordance with the targets set forth in the performance-based restricted stock award agreements, the restrictions on the restricted stock awards will lapse on February 14, 2021. In addition, the Company granted 645,000 time-based restricted stock awards to certain of its executive officers and other employees in which the restrictions will lapse in equal installments on each of the first three anniversaries of February 14, 2019 and 625,000 time-based restricted stock awards to certain of its executive officers and key employees in which the restrictions will lapse in full on December 17, 2020. In addition, the Company granted 304,346 time-based restricted stock or restricted stock unit awards to its non-employee directors in which the restrictions lapsed on February 14, 2020. During the year ended December 31, 2018, the Company granted 512,500 performance-based restricted stock awards to certain of its executive officers. Approximately 17% of the performance awards were forfeited as the performance criteria was not fully achieved, and vesting restrictions on the remaining awards lapsed on March 9, 2020. In addition, the Company granted 939,167 time-based restricted stock awards to certain of its executive officers and other employees in which the restrictions will lapse in equal installments on each of the first three anniversaries of March 9, 2018. In addition, the Company granted 165,040 time-based restricted stock awards to its non-employee directors in which the restrictions lapsed on March 9, 2019. During the year ended December 31, 2017, the Company granted 230,000 performance-based restricted stock awards to certain of its executive officers. Approximately 22% of the performance awards were forfeited as the performance criteria was not fully achieved, and vesting restrictions on the remaining awards lapsed on the second anniversary of the grant date. In addition, the Company granted 720,000 time-based restricted stock awards to certain of its executive officers and other employees lapsed in equal installments on each of the first three anniversaries of the grant date. In addition, the Company granted 192,571 time-based restricted stock awards to its non-employee directors in which the restrictions lapsed on February 22, 2018. During the year ended December 31, 2016, the Company granted 460,000 performance-based restricted stock awards to certain of its executive officers. The performance-based objectives set forth in the performance-based restricted stock award agreement were achieved; therefore, the restrictions on the restricted stock awards lapsed in equal installments on each of the first three anniversaries of the grant date. In addition, the Company granted 551,005 time-based restricted stock awards to certain of its executive officers and other employees of which the restrictions on 445,000 lapsed in equal installments on each of the first three anniversaries of the grant date and the restrictions on 106,005 lapsed in equal installments on the second and third anniversaries of the grant date. In addition, the Company granted 70,000 time-based restricted stock awards to its non-employee directors in which the restrictions lapsed on May 3, 2017. The following table provides a summary of the components of stock-based compensation expense (in thousands): Year Ended December 31, 2019 2018 2017 Stock-based compensation resulting from the Spin-off $ — $ 372 $ 2,225 Stock-based compensation related to grants following the Spin-off 5,325 10,291 7,727 Total stock-based compensation expense $ 5,325 $ 10,663 $ 9,952 Stock-based compensation expense is recognized as a component of salaries and benefits expenses in the consolidated statements of income. As of December 31, 2019, the Company had unrecognized stock-based compensation expense of $4.5 million related to restricted stock awards. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | NOTE 15 — BENEFIT PLANS The Company maintains various benefit plans, including defined contribution plans, deferred compensation plans, and a supplemental executive retirement plan, Defined Contribution Plans The Quorum Health Retirement Savings Plan (the “Retirement Savings Plan”) is a defined contribution plan, which was 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. The assets and liabilities under this plan were transferred to QHC in connection with the Spin-off. The Retirement Savings Plan covers the majority of the employees at the Company’s subsidiaries. The Company has other minor defined contribution plans at certain of its hospitals that cover employees under the terms of these individual plans. Total expenses to the Company under all defined contribution plans were $2.5 million, $6.0 million and $1.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. The benefit costs associated with these defined contribution plans are recorded as salaries and benefits expense in the consolidated statements of income. Deferred Compensation Plans On August 18, 2016, the Compensation Committee of the Board of Directors 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. As of December 31, 2019, the assets and liabilities under this plan were $15.9 million and $17.2 million, respectively. As of December 31, 2018, the assets and liabilities under this plan were $15.0 million and $16.2 million, respectively. The assets and liabilities under this plan are included in other long-term assets and other long-term liabilities, respectively, in the consolidated balance sheet. 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 Employee Matters Agreement between the Company and CHS, the Company assumed the liabilities for all obligations under the Original SERP Plan as of April 29, 2016, the Spin-off date, which related to QHC employees, as defined in the Employee Matters Agreement. In addition, as defined by the Employee Matters Agreement, no additional benefits were to accrue under the Original SERP Plan following the Spin-off and no assets were transferred to the Company related to the Original SERP Plan. The accrued benefit liability transferred to the Company for the Original SERP Plan was $6.0 million. On May 24, 2016, the Board 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, 2019. The following table provides a summary of the components of net periodic benefit costs (in thousands): Year Ended December 31, 2019 2018 2017 Service cost $ 666 $ 904 $ 1,347 Interest cost 120 248 299 Amortizations: Prior service cost (credit) 379 379 396 Net (gain) loss (212 ) (302 ) 3 Total net periodic benefit cost $ 953 $ 1,229 $ 2,045 The following table provides a summary of the weighted-average assumptions used by the Company to determine its net periodic benefit costs: Year Ended December 31, 2019 2018 2017 Discount rate 3.9 % 3.3 % 3.6 % Rate of compensation increase 2.5 % 2.0 % 2.0 % The following table provides a summary of the c hanges recognized in other comprehensive income (loss) (in thousands): December 31, 2019 2018 2017 Prior service cost (credit) $ — $ — $ — Net loss (gain) arising during period 587 (2,947 ) (146 ) Amounts recognized as a component of net periodic benefit cost: Amortization or curtailment recognition of prior service (cost) credit (379 ) (379 ) (396 ) Amortization or settlement recognition of net gain (loss) 212 302 (3 ) Total recognized in other comprehensive loss (income) $ 420 $ (3,024 ) $ (545 ) The estimated prior service cost that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost for the year ended December 31, 2020 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. The following table provides a summary of the changes in the benefit obligation (in thousands): December 31, 2019 2018 Benefit obligation at beginning of period $ 3,071 $ 8,659 Service cost 666 904 Interest cost 120 248 Benefits paid — (3,793 ) Actuarial (gain) loss 587 (2,947 ) Benefit obligation at end of period $ 4,444 $ 3,071 As of December 31, 2019, the long-term portion of the Company’s benefit obligation liability was $4.4 million and there was no current portion of the benefit obligation liability. As of December 31, 2018, the long-term portion of the Company’s benefit obligation liability was $3.1 million and there was no current portion of the benefit obligation liability. The current portion is recognized as a component of accrued salaries and benefits and the long-term portion is recognized as a component of other long-term liabilities in the consolidated balance sheets. The accumulated benefit obligation at December 31, 2019 was $1.4 million. The following table provides a summary of the weighted-average assumptions used by the Company to determine its benefit obligation: December 31, 2019 2018 Discount rate 3.1 % 3.9 % Rate of compensation increase 2.5 % 2.0 % The following table provides a summary of the Company’s expected future benefit payments for each of the next five years and the five years thereafter (in thousands): 2020 $ — 2021 — 2022 — 2023 — 2024 — Five years thereafter 1,540 Total expected future benefit payments $ 1,540 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”). Pursuant to the Director’s Plan, members of the Board may elect to defer and accumulate fees and stock units, including retainer fees and fees for attendance at Board meetings and Board committees. Under this plan, 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 each director, either in lump sum or in a number of annual installments, not to exceed 15 installments. The Director’s Plan covers 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. On February 14, 2019, the Board adopted the Quorum Health Corporation Amended and Restated Director’s Fees Deferral Plan to allow directors to defer and accumulate the equity portion of their director compensation to a restricted stock unit account. As of December 31, 2019, 150,000 restricted stock units have been accrued under the Director’s Plan Defined Benefit Pension Plan The Company provided benefits to employees at one of its hospitals through a defined benefit plan (the “Pension Plan”). The Pension Plan provided benefits to covered individuals satisfying certain age and service requirements. Employer contributions to the Pension Plan were made by the Company in accordance with the minimum funding requirements of ERISA. Effective September 30, 2019, the Pension Plan’s accrued benefit liability was transferred to the new owners as part of the sale of Watsonville. QHC recognized |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16 — 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. Agreements with CHS Related to the Spin-off In connection with the Spin-off and effective as of 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, as defined below, defining agreed upon services to be provided by CHS to certain or all QHC hospitals, as determined by each agreement, commencing on the Spin-off date. Certain of these agreements have been terminated as described below. Remaining agreements have terms through April 2021, unless early termination is agreed upon by both parties. Due to the COVID-19 pandemic in 2020 and the limited access to the Company’s hospitals for all functions unrelated to patient care, the transition of the Company’s Computer and Data Processing Services Agreement has been temporarily delayed. As a result, the Company is currently engaged in discussions with CHS regarding an extension of the term of the Computer and Data Processing Transition Services Agreement past April, 2021 to meet the Company’s information technology planning needs. The Company expects that these discussions will result in a mutually agreeable extension. A summary of the major provisions of the transition services agreements that were in place as of December 31, 2019 follows: • Computer and Data Processing Transition Services Agreement. • Employee Service Center Agreement. The following agreements have been terminated and replaced with external service providers and internal resources: • Shared Service Centers Transition Services Agreement. • Receivables Collection Agreement (“PASI”). • Billing and Collection Agreement (“PPSI”). • Eligibility Screening Services Agreement. The total expenses recorded by the Company under transition services agreements with CHS were $29.5 million, $51.2 million and $63.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17 — 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 be material to the Company’s consolidated financial position, results of operations or cash flows for any particular reporting period. 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. 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 amount of loss. 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 amount of 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 amount of possible loss or range of loss. However, the Company is unable to estimate an amount of 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. Commercial Litigation and Other Lawsuits • Zwick Partners LP and Aparna Rao, Individually and On Behalf of All Others Similarly Situated v. Quorum Health Corporation, Community Health Systems, Inc., Wayne T. Smith, W. Larry Cash, Thomas D. Miller and Michael J. Culotta • Harvey Horwitz, Derivatively on Behalf of Quorum Health Corporation v. Thomas D. Miller, Michael J. Culotta, Barbara R. Paul, R. Lawrence Van Horn, William S. Hussey, James T. Breedlove, William M. Gracey, Joseph A. Hastings, and Adam Feinstein, and Quorum Health Corporation, as Nominal Defendant . On September 17, 2018, a purported shareholder filed a derivative action on behalf of the Company in the United States District Court for the Middle District of Tennessee. The complaint alleges claims for violation of Section 29(a) of the Exchange Act, breach of fiduciary duty, waste of corporate assets, unjust enrichment, and indemnification and contribution. Plaintiff seeks damages allegedly sustained by the Company, rescission of the Separation Agreement with CHS, corporate governance reforms, equitable and/or injunctive relief, restitution, and attorneys’ fees and costs. On October 26, 2018, the Court entered an order granting a stay of the case pending entry of an order on any motions for summary judgment in the Rao v. Quorum Health Corporation case described above. Once the stay is lifted, the Company intends to move to transfer the action to Delaware consistent with the Company’s by-laws. The Company is vigorously defending itself in this matter. The Company is unable to predict the outcome of this matter. However, it is reasonably possible that the Company may incur a loss. The Company is unable to reasonably estimate the amount or range of such possible loss because the case remains in its early stages. Under some circumstances, losses incurred in connection with adverse outcomes in this matter could be material. • Health Grid, LLC vs. QHCCS, LLC . On August 8, 2019 Health Grid, LLC filed a complaint in the Chancery Court of Williamson County, Tennessee, alleging claims of breach of contract, quantum meruit and unjust enrichment against QHCCS, LLC for technology services allegedly performed by Health Grid pursuant to a contract. The Complaint seeks $2,240,000 plus pre-judgment interest and costs. The Company answered the Complaint on September 30, 2019 and asserted defenses and counterclaims for breach of contract and negligent misrepresentation against Health Grid, asserting not more than $15 million in damages related to its counterclaim, plus certain fees and costs. While the litigation is in early stages, the Company believes Health Grid’s claims to be without merit, and intends to vigorously defend against the claims, and vigorously pursue the Company’s counterclaims. The parties are engaged in discovery and the case is set for trial in late September 2020. The Company is unable to predict the outcome of this matter. However, it is reasonably possible that the Company may incur a loss. The Company is unable to reasonably estimate the amount or range of such possible loss because the case remains in its early stages. Under some circumstances, losses incurred in connection with adverse outcomes in this matter could be material. • U.S. ex rel Derek Lewis and Joey Neiman v. Community Health Systems, Inc., Medhost, Inc., et al. • New Mexico Civil Investigative Demands. In late October 2019, two of the Company’s hospitals received Civil Investigative Demands (“CIDs”) from the State of New Mexico’s Office of the Attorney General. The CIDs sought documents relating, among other things, to the billing of certain Current Procedural Terminology (“CPT”) Codes used for emergency room patients. The Company has had several discussions with the Assistant Attorney General (“AAG”) responsible for the investigation about narrowing the documents to be produced pursuant to the CID. In these conversations, the AAG has indicated that his office is investigating the hospital’s practices for billing and collecting charges incurred in connection with emergency room patients. Because the investigation is still in a preliminary stage, it is impossible to know the nature or merit of any possible allegations or the magnitude of any damages or penalties. • Audrey Kane v. Quorum Health Resources, LLC and Prowers County Hospital District dba Prowers Medical Center, a Colorado Health Service District, CV: 1:19-cv-03267 (U.S.D.C. CO.) 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 liability insurance to QHC and indemnified QHC from losses under these insurance arrangements related to the hospital operations business assumed by QHC in the Spin-off. The liabilities for claims prior to the Spin-off and related to QHC’s hospital operations business are determined based on an actuarial study of QHC’s operations and historical claims experience at its hospitals, including during the period of ownership by CHS. Corresponding receivables from CHS are 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. After the Spin-off, QHC entered into its own professional and general liability insurance and workers’ compensation liability 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 liability claims. Due to the differing nature of its business, the Company maintains separate insurance arrangements for professional and general liability claims related to its subsidiary, QHR. The self-insured retention level for QHR is $6 million for professional and general liability 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, 2019 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 11,640 $ 22,364 $ 11,640 $ 22,364 All other self-insurance reserves — — 4,953 26,339 Total insurance reserves for professional and general liability 11,640 22,364 16,593 48,703 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 1,110 10,021 1,110 10,021 All other self-insurance reserves — — 1,988 4,127 Total insurance reserves for workers' compensation liability 1,110 10,021 3,098 14,148 Total self-insurance reserves $ 12,750 $ 32,385 $ 19,691 $ 62,851 December 31, 2018 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 20,200 $ 34,535 $ 20,200 $ 34,535 All other self-insurance reserves — — 5,195 48,293 Total insurance reserves for professional and general liability 20,200 34,535 25,395 82,828 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 1,412 12,118 1,412 12,118 All other self-insurance reserves — — 2,525 4,701 Total insurance reserves for workers' compensation liability 1,412 12,118 3,937 16,819 Total self-insurance reserves $ 21,612 $ 46,653 $ 29,332 $ 99,647 For the years ended December 31, 2019 and 2018, the net present value of the projected payments for professional and general liability claims related to the Company’s self-insurance risks were discounted using a weighted-average risk-free rate of 2.5%. The Company’s estimated liabilities for these claims were $31.3 million and $53.5 million as of December 31, 2019 and 2018, respectively. The estimated undiscounted claims liabilities for these claims were $34.4 million and $60.0 million as of December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, the net present value of the projected payments for professional and general liability claims indemnified by CHS was discounted using weighted-average risk-free rates of 1.7% and 2.7%, respectively. The estimated undiscounted liabilities for these claims were $36.4 million and $60.6 million as of December 31, 2019 and 2018, respectively. The professional and general liability reserves as of December 31, 2019 included a reduction in the second quarter of 2019 of $26.9 million related to prior periods resulting from the Company’s semi-annual actuarial analysis Factors contributing to the change in estimate include the use of valuation techniques that place more emphasis on the Company’s claims subsequent to the Spin-off compared to historical trends, as well as more reliance on industry trend factors. The reduction in the frequency and severity of the Company’s claims is the result of internal initiatives in the areas of patient safety, risk management, and claims management, as well as external factors such as tort reform in certain key states. For the years ended December 31, 2019 and 2018, the net present value of the projected payments for workers’ compensation claims liabilities related to the Company’s self-insurance risks were discounted using a weighted-average risk-free rate of 2.5%. The Company’s estimated liabilities for these claims were $6.1 million and $8.0 million as of December 31, 2019 and 2018, respectively. The estimated undiscounted liabilities for these claims were $6.9 million and $7.2 million as of December 31, 2019 and 2018, respectively. Construction and Capital Commitments McKenzie - Willamette Medical Center Project . The Company has completed construction of a new patient tower and expanded surgical capacity at McKenzie – Willamette Medical Center, its hospital in Springfield, Oregon. During the years ended December 31, 2019, 2018 and 2017, the Company incurred costs of $2.3 million, $17.8 million and $34.1 million, respectively, related to this project. As of December 31, 2019, the Company had incurred a total of $103.0 million of costs for this project, all of which has been placed into service as of December 31, 2019. 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 operating 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 projects at four of its hospitals that are expected to be completed in 2020. The total estimated costs for these projects is approximately $10.5 million. Commitments Related to Information Technology The Company currently utilizes MEDHOST INC.’s (“Medhost”) software through its Computer and Data Processing Transition Services Agreement (or “IT TSA”) with CHS. In connection with the Company’s planned transition from the IT TSA with CHS, the Company entered into an agreement with Medhost to deploy Medhost’s Electronic Health Record management platform. This agreement includes software license and service fees. The implementation of the Medhost software is expected to be completed by the end of 2021. As of December 31, 2019, the Company has capitalized $13.2 million of costs related to the implementation of the Medhost software, which are included in intangible assets, net on the consolidated balance sheet. The total additional cost of this project, including software licenses, implementation fees and maintenance fees, are estimated to be approximately $35.5 million to be incurred through 2025. In addition, the Company has entered into various cloud computing arrangements related to the transition of the Company’s information technology infrastructure, in areas such as financial reporting and budgeting, payroll, compliance and revenue management services. As of December 31, 2019, the Company has incurred $5.8 million of implementation costs related to these cloud computing arrangements, which are included in other long-term assets on the consolidated balance sheet. The total additional costs of these arrangements, including hosting, implementation fees and maintenance fees, are estimated to be approximately $23.3 million to be incurred through 2025. The Company will incur additional costs to establish the remainder of its information technology systems which includes additional information technology infrastructure costs, among other things. As of December 31, 2019, the Company has capitalized $10.6 million of information technology infrastructure costs, which are included in property and equipment, net on the consolidated balance sheet. The estimated additional information technology infrastructure costs are approximately $7.0 million. The Company expects the transition from CHS to be completed by the end of 2021. Upon completion, the Company does not anticipate a significant change in its operating costs related to information technology. 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 continue to govern certain relationships between, and activities of, QHC and CHS for a period of time after the Spin-off. In addition to these agreements, QHC 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. The agreements generally have terms of five years. See Note 16 — Related Party Transactions for additional information on the Company’s agreements with CHS. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 — On February 6, 2020, with the consent of holders of a majority of the Company’s outstanding Senior Notes, the Company, certain of its subsidiaries, and Wilmington Savings Fund Society, FSB, as trustee, entered into the third supplemental indenture to the indenture governing its Senior Notes to amend certain administrative provisions therein. On March 20, 2020, the Company sold the remaining real property and a portion of the related tangible assets of MetroSouth Medical Center for $1.0 million. On March 31, 2020, the Company sold 45-bed Henderson County Community Hospital and its affiliated facilities, located in Lexington, Tennessee, for proceeds of $1.0 million. On April 7, 2020, the Company and certain of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code with the Bankruptcy Court for the District of Delaware in order to implement the financial restructuring of the Company. See Note 1 — Basis of Presentation and Significant Accounting Policies — Chapter 11 Bankruptcy Filing, for a discussion of the Chapter 11 Cases, the RSA, and the Senior Credit Facility. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) a pandemic. The outbreak of the COVID-19 pandemic is significantly affecting the Company’s employees, patients, communities and business operations, as well as the U.S. economy and financial markets. The full extent to which the COVID-19 outbreak will impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19 and the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. As the COVID-19 pandemic continues, the Company’s results of operations, financial condition and cash flows are likely to be materially adversely affected, particularly if the pandemic persists for a significant amount of time. From an operational perspective, the Company is focused on providing the safest possible environment for its employees, physicians and other caregivers, and for the care of its patients. The Company is working with federal, state and local health authorities to respond to COVID-19 cases in the communities it serves and is taking or supporting measures to try to limit the spread of the virus and to mitigate the burden on the healthcare system. Although the Company is implementing considerable safety measures, as a front line provider of healthcare services, it is deeply exposed to the health and economic effects of COVID-19, many of which will have a material adverse impact on the Company’s employees, as well as its business, results of operations, financial condition and cash flows that the Company is not currently able to fully quantify. For example, in 2020, the Company had to furlough certain employees due to the lack of volume at its hospitals, and these furloughs may persist for the duration of the COVID-19 pandemic. The Company is reassigning hospital personnel with pre-existing conditions or restrictions that make them especially vulnerable to COVID-19 where possible, while some are self-quarantining and not available to work at the Company’s facilities during this time. The Company has also instituted a work-from-home policy for certain of its corporate and administrative offices. Even with such steps, exposure to COVID-19 patients has increased risks to doctors and nurses, which may further reduce the Company’s operating capacity. All of these actions could result in reduced employee morale, labor unrest, work stoppages or other workforce disruptions. In 2020, the COVID-19 pandemic has resulted in a substantial reduction in the number of elective surgeries, physician office visits and emergency room volumes at the Company’s facilities due to restrictive measures, like quarantines and shelter-in-place orders, and general concerns related to the risk of contracting COVID-19 from interacting with the healthcare system. The Company believes that certain of these patient volume declines reflect a deferral of healthcare services utilization to a later period, rather than a permanent reduction in demand for its services. Given the general necessity of the healthcare services the Company provides, the Company anticipates that this deferral of services may create a backlog of demand in the future, in addition to the resumption of historically normal activity; however, there is no assurance that either will occur. In addition, while the hospitals that the Company operates in a wide range of geographies have not experienced major capacity constraints to date, other hospitals in areas that are centers of the COVID-19 outbreak have been overwhelmed, experiencing excessive demand, potentially preventing them from treating all patients who seek care. Despite considerable efforts to source vital supplies, the Company is also experiencing supply chain disruptions, including shortages, delays and significant price increases in equipment, pharmaceuticals and medical supplies, particularly personal protective equipment (“PPE”). Staffing, equipment, and pharmaceutical and medical supplies shortages may also impact the Company’s ability to admit and treat patients. The Company may also require an increased level of working capital if it experiences extended billing and collection cycles as a result of displaced employees, payors, revenue cycle management contractors, or otherwise. Broad economic factors resulting from the current COVID-19 pandemic, including increasing unemployment rates and reduced consumer spending, also affect the Company’s service mix, revenue mix and patient volumes, as well as its ability to collect outstanding receivables. Business closings and layoffs in the areas the Company operates may lead to increases in the uninsured and underinsured populations and adversely affect demand for its services, as well as the ability of patients and other payers to pay for services as rendered. Any increase in the amount or deterioration in the collectability of patient accounts receivable will adversely affect the Company’s results of operations, financial position and cash flows, requiring an increased level of working capital. If general economic conditions continue to deteriorate or remain uncertain for an extended period of time, the Company’s business, results of operations, financial position and cash flows will be adversely affected. In addition, the Company’s results of operations, financial position and cash flows may be adversely affected by federal or state laws, regulations, orders, or other governmental or regulatory actions addressing the current COVID-19 pandemic or the U.S. healthcare system, which, if adopted, could result in direct or indirect restrictions to its business, results of operations, financial position and cash flows. The Company may also be subject to lawsuits from patients, employees and others exposed to COVID-19 at its facilities. Such actions may involve large demands, as well as substantial defense costs, though there is no certainty at this time whether any such lawsuits will be filed or the outcome of such lawsuits if filed. The Company’s professional and general liability insurance may not cover all claims against it. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act is an approximate $2 trillion emergency economic stimulus package passed in response to the coronavirus outbreak. The CARES Act includes broad sweeping provisions including direct financial assistance to Americans in the form of one-time payments to individuals; aid to small businesses in the form of loans and grants; efforts to stabilize the U.S. economy and keep Americans employed in general; and support for healthcare professionals, patients and hospitals. The Company may have access to potential additional sources of liquidity through funding that may be available to healthcare providers under the CARES Act. The CARES Act includes provisions providing flexibility and financial resources to healthcare providers during this public health emergency. The CARES Act provides funding to support public entities, Medicare or Medicaid enrolled suppliers and providers, and for-profit and not-for-profit entities specified by HHS that provide diagnoses, testing, or care for COVID-19 patients. The funding, to be included in the Public Health and Social Services Emergency Fund that is administered by the Assistant Secretary for Preparedness and Response, is intended to reimburse providers for healthcare related expenses or lost revenues that are attributable to coronavirus. The CARES Act also provides funding to support rural critical access hospitals. Also included in the CARES Act are numerous income tax provisions including changes to the Net Operating Loss rules and the business interest expense deduction rules under Code Section 163(j). Factors that could affect the Company’s ability to receive funding include its filing of the Chapter 11 Cases and the finalization of regulations under the CARES Act, among other factors. Due to the recent enactment of this legislation, there is a high degree of uncertainty around its implementation and the Company continues to assess the potential impacts of this legislation on its business, results of operations, financial position and cash flows. There can be no assurance that the Company will receive any funding under the CARES Act. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | NOTE 19 — QUARTERLY FINANCIAL DATA (UNAUDITED) The following table provides a summary of the Company’s quarterly operating results for the years ended December 31, 2019 and 2018 (in thousands, except earnings per share and shares): 2019 Quarters 1st 2nd 3rd 4th Net operating revenues $ 442,805 $ 442,170 $ 419,900 $ 384,751 Net income (loss) $ (38,606 ) (16,477 ) (75,192 ) (31,641 ) Less: Net income (loss) attributable to noncontrolling interests 400 396 736 479 Net income (loss) attributable to Quorum Health Corporation $ (39,006 ) $ (16,873 ) $ (75,928 ) $ (32,120 ) Earnings (loss) per share attributable to Quorum Health Corporation stockholders: Basic and diluted $ (1.33 ) $ (0.56 ) $ (2.52 ) $ (1.06 ) Weighted-average common shares outstanding: Basic and diluted 29,438,015 30,001,208 30,178,229 30,192,366 2018 Quarters 1st 2nd 3rd 4th Net operating revenues $ 486,820 $ 472,632 $ 460,507 $ 458,630 Net income (loss) (98,487 ) (25,941 ) (53,886 ) (19,920 ) Less: Net income (loss) attributable to noncontrolling interests 481 665 54 814 Net income (loss) attributable to Quorum Health Corporation $ (98,968 ) $ (26,606 ) $ (53,940 ) $ (20,734 ) Earnings (loss) per share attributable to Quorum Health Corporation stockholders: Basic and diluted $ (3.48 ) $ (0.92 ) $ (1.85 ) $ (0.71 ) Weighted-average common shares outstanding: Basic and diluted 28,454,336 28,995,564 29,215,823 29,227,634 |
Guarantor and Non-Guarantor Sup
Guarantor and Non-Guarantor Supplemental Information | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor and Non-Guarantor Supplemental Information | NOTE 20 — 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 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) Year Ended December 31, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 1,252,268 $ 437,358 $ — $ 1,689,626 Operating costs and expenses: Salaries and benefits — 552,837 285,194 — 838,031 Supplies — 129,988 64,994 — 194,982 Other operating expenses 120 404,775 97,114 — 502,009 Depreciation and amortization — 43,273 14,340 — 57,613 Lease costs and rent — 24,992 19,329 — 44,321 Electronic health records incentives — 599 (7 ) — 592 Legal, professional and settlement costs — 9,564 113 — 9,677 Impairment of long-lived assets and goodwill — 42,820 — — 42,820 Loss (gain) on sale of hospitals, net — 3,080 8 — 3,088 Loss on closure of hospitals, net — 24,883 — — 24,883 Total operating costs and expenses 120 1,236,811 481,085 — 1,718,016 Income (loss) from operations (120 ) 15,457 (43,727 ) — (28,390 ) Interest expense, net 130,912 1,473 (25 ) — 132,360 Equity in earnings of affiliates 31,870 (9,562 ) — (22,308 ) — Income (loss) before income taxes (162,902 ) 23,546 (43,702 ) 22,308 (160,750 ) Provision for (benefit from) income taxes 1,025 557 (416 ) — 1,166 Net income (loss) (163,927 ) 22,989 (43,286 ) 22,308 (161,916 ) Less: Net income (loss) attributable to noncontrolling interests — — 2,011 — 2,011 Net income (loss) attributable to Quorum Health Corporation $ (163,927 ) $ 22,989 $ (45,297 ) $ 22,308 $ (163,927 ) Condensed Consolidating Statement of Income (Loss) Year Ended December 31, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 1,434,727 $ 443,862 $ — $ 1,878,589 Operating costs and expenses: Salaries and benefits — 638,032 291,905 — 929,937 Supplies — 150,752 62,994 — 213,746 Other operating expenses 1,912 462,786 110,335 — 575,033 Depreciation and amortization — 53,704 14,290 — 67,994 Lease costs and rent — 27,106 19,923 — 47,029 Electronic health records incentives — (593 ) (396 ) — (989 ) Legal, professional and settlement costs — 11,771 203 — 11,974 Impairment of long-lived assets and goodwill — 75,338 1,800 — 77,138 Loss (gain) on sale of hospitals, net — 9,011 (6 ) — 9,005 Loss on closure of hospitals, net — 18,195 478 — 18,673 Total operating costs and expenses 1,912 1,446,102 501,526 — 1,949,540 Income (loss) from operations (1,912 ) (11,375 ) (57,664 ) — (70,951 ) Interest expense, net 129,452 (1,285 ) (37 ) — 128,130 Equity in earnings of affiliates 69,445 30,569 — (100,014 ) — Income (loss) before income taxes (200,809 ) (40,659 ) (57,627 ) 100,014 (199,081 ) Provision for (benefit from) income taxes (561 ) (368 ) 82 — (847 ) Net income (loss) (200,248 ) (40,291 ) (57,709 ) 100,014 (198,234 ) Less: Net income (loss) attributable to noncontrolling interests — — 2,014 — 2,014 Net income (loss) attributable to Quorum Health Corporation $ (200,248 ) $ (40,291 ) $ (59,723 ) $ 100,014 $ (200,248 ) Condensed Consolidating Statement of Income (Loss) Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues $ — $ 1,815,355 $ 512,300 $ — $ 2,327,655 Provision for bad debts — 215,021 40,464 — 255,485 Net operating revenues — 1,600,334 471,836 — 2,072,170 Operating costs and expenses: Salaries and benefits — 715,713 319,084 — 1,034,797 Supplies — 182,172 68,351 — 250,523 Other operating expenses 3,002 504,809 115,252 — 623,063 Depreciation and amortization — 68,770 13,385 — 82,155 Lease costs and rent — 29,923 20,307 — 50,230 Electronic health records incentives — (3,681 ) (1,064 ) — (4,745 ) Legal, professional and settlement costs — 6,001 — — 6,001 Impairment of long-lived assets — 47,281 — — 47,281 Loss (gain) on sale of hospitals, net — — (5,243 ) — (5,243 ) Transaction costs related to the Spin-off — 195 58 — 253 Total operating costs and expenses 3,002 1,551,183 530,130 — 2,084,315 Income (loss) from operations (3,002 ) 49,151 (58,294 ) — (12,145 ) Interest expense, net 124,060 (2,054 ) 71 — 122,077 Equity in earnings of affiliates 15,291 29,673 — (44,964 ) — Income (loss) before income taxes (142,353 ) 21,532 (58,365 ) 44,964 (134,222 ) Provision for (benefit from) income taxes (28,163 ) (3,508 ) 9,806 — (21,865 ) Net income (loss) (114,190 ) 25,040 (68,171 ) 44,964 (112,357 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,833 — 1,833 Net income (loss) attributable to Quorum Health Corporation $ (114,190 ) $ 25,040 $ (70,004 ) $ 44,964 $ (114,190 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (163,927 ) $ 22,989 $ (43,286 ) $ 22,308 $ (161,916 ) Amortization and recognition of unrecognized pension cost components, net of income taxes (400 ) (400 ) — 400 (400 ) Comprehensive income (loss) (164,327 ) 22,589 (43,286 ) 22,708 (162,316 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 2,011 — 2,011 Comprehensive income (loss) attributable to Quorum Health Corporation $ (164,327 ) $ 22,589 $ (45,297 ) $ 22,708 $ (164,327 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (200,248 ) $ (40,291 ) $ (57,709 ) $ 100,014 $ (198,234 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 2,715 2,715 — (2,715 ) 2,715 Comprehensive income (loss) (197,533 ) (37,576 ) (57,709 ) 97,299 (195,519 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 2,014 — 2,014 Comprehensive income (loss) attributable to Quorum Health Corporation $ (197,533 ) $ (37,576 ) $ (59,723 ) $ 97,299 $ (197,533 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (114,190 ) $ 25,040 $ (68,171 ) $ 44,964 $ (112,357 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 804 804 — (804 ) 804 Comprehensive income (loss) (113,386 ) 25,844 (68,171 ) 44,160 (111,553 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,833 — 1,833 Comprehensive income (loss) attributable to Quorum Health Corporation $ (113,386 ) $ 25,844 $ (70,004 ) $ 44,160 $ (113,386 ) Condensed Consolidating Balance Sheet December 31, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,241 $ 1,811 $ 93 $ — $ 3,145 Patient accounts receivable — 199,017 87,884 — 286,901 Inventories — 29,465 9,282 — 38,747 Prepaid expenses 33 14,477 5,096 — 19,606 Due from third-party payors — 27,981 5,404 — 33,385 Other current assets 183 18,246 8,830 — 27,259 Total current assets 1,457 290,997 116,589 — 409,043 Intercompany receivable 3 851,856 453,195 (1,305,054 ) — Property and equipment, net — 356,022 135,994 — 492,016 Goodwill — 225,628 166,096 — 391,724 Intangible assets, net — 43,565 5,590 — 49,155 Operating lease right-of-use assets — 41,708 32,627 — 74,335 Other long-term assets — 57,440 18,172 — 75,612 Net investment in subsidiaries 1,400,048 — — (1,400,048 ) — Total assets $ 1,401,508 $ 1,867,216 $ 928,263 $ (2,705,102 ) $ 1,491,885 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ 1,209,793 $ 1,555 $ 137 $ — $ 1,211,485 Current portion of operating lease liabilities — 14,132 8,374 — 22,506 Accounts payable 115 126,030 30,524 — 156,669 Accrued liabilities: Accrued salaries and benefits — 33,721 18,010 — 51,731 Accrued interest 21,066 — — — 21,066 Due to third-party payors — 35,983 8,025 — 44,008 Other current liabilities 147 28,914 14,268 — 43,329 Total current liabilities 1,231,121 240,335 79,338 — 1,550,794 Long-term debt — 20,902 86 — 20,988 Long-term operating lease liabilities — 27,642 24,959 — 52,601 Intercompany payable 413,920 453,198 437,936 (1,305,054 ) — Deferred income tax liabilities, net 7,683 — — — 7,683 Other long-term liabilities — 178,296 24,524 (109,285 ) 93,535 Total liabilities 1,652,724 920,373 566,843 (1,414,339 ) 1,725,601 Redeemable noncontrolling interests — — 2,278 — 2,278 Equity: Quorum Health Corporation stockholders' equity (deficit): Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 561,541 1,055,561 713,242 (1,768,803 ) 561,541 Accumulated other comprehensive income (loss) 359 397 (38 ) (359 ) 359 Accumulated deficit (813,119 ) (109,115 ) (369,284 ) 478,399 (813,119 ) Total Quorum Health Corporation stockholders' equity (deficit) (251,216 ) 946,843 343,920 (1,290,763 ) (251,216 ) Nonredeemable noncontrolling interests — — 15,222 — 15,222 Total equity (deficit) (251,216 ) 946,843 359,142 (1,290,763 ) (235,994 ) Total liabilities and equity $ 1,401,508 $ 1,867,216 $ 928,263 $ (2,705,102 ) $ 1,491,885 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 Year Ended December 31, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (110,050 ) $ 134,697 $ (57,517 ) $ — $ (32,870 ) Cash flows from investing activities: Capital expenditures for property and equipment — (31,852 ) (7,576 ) — (39,428 ) Capital expenditures for software — (6,081 ) (2,125 ) — (8,206 ) Acquisitions, net of cash acquired — — (565 ) — (565 ) Proceeds from the sale of hospitals — 52,734 — — 52,734 Other investing activities, net — 524 3,050 — 3,574 Changes in intercompany balances with affiliates, net — (146,651 ) — 146,651 — Net cash provided by (used in) investing activities — (131,326 ) (7,216 ) 146,651 8,109 Cash flows from financing activities: Borrowings under revolving credit facilities 640,000 — — — 640,000 Repayments under revolving credit facilities (557,000 ) — — — (557,000 ) Borrowings of long-term debt — 255 25 — 280 Repayments of long-term debt (52,415 ) (1,720 ) (135 ) — (54,270 ) Payments on purchase contracts — (962 ) — — (962 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (590 ) — — (590 ) Cash distributions to noncontrolling investors — — (2,755 ) — (2,755 ) Changes in intercompany balances with affiliates, net 79,497 — 67,154 (146,651 ) — Net cash provided by (used in) financing activities 110,082 (3,017 ) 64,289 (146,651 ) 24,703 Net change in cash and cash equivalents 32 354 (444 ) — (58 ) Cash and cash equivalents at beginning of period 1,209 1,457 537 — 3,203 Cash and cash equivalents at end of period $ 1,241 $ 1,811 $ 93 $ — $ 3,145 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (123,211 ) $ 156,108 $ 6,607 $ — $ 39,504 Cash flows from investing activities: Capital expenditures for property and equipment — (27,781 ) (18,101 ) — (45,882 ) Capital expenditures for software — (2,471 ) (191 ) — (2,662 ) Acquisitions, net of cash acquired — (42 ) (79 ) — (121 ) Proceeds from the sale of hospitals — 39,325 1,523 — 40,848 Other investing activities, net — (406 ) (83 ) — (489 ) Changes in intercompany balances with affiliates, net — (164,186 ) — 164,186 — Net cash provided by (used in) investing activities — (155,561 ) (16,931 ) 164,186 (8,306 ) Cash flows from financing activities: Borrowings under revolving credit facilities 490,000 — — — 490,000 Repayments under revolving credit facilities (476,000 ) — — — (476,000 ) Borrowings of long-term debt — — 105 — 105 Repayments of long-term debt (40,407 ) (1,316 ) (195 ) — (41,918 ) Payments of debt issuance costs (2,268 ) — — — (2,268 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,996 ) — — (1,996 ) Cash distributions to noncontrolling investors — — (1,535 ) — (1,535 ) Changes in intercompany balances with affiliates, net 152,044 — 12,142 (164,186 ) — Net cash provided by (used in) financing activities 123,369 (3,312 ) 10,517 (164,186 ) (33,612 ) Net change in cash and cash equivalents 158 (2,765 ) 193 — (2,414 ) Cash and cash equivalents at beginning of period 1,051 4,222 344 — 5,617 Cash and cash equivalents at end of period $ 1,209 $ 1,457 $ 537 $ — $ 3,203 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (121,079 ) $ 206,248 $ (18,199 ) $ — $ 66,970 Cash flows from investing activities: Capital expenditures for property and equipment — (24,777 ) (36,753 ) — (61,530 ) Capital expenditures for software — (6,090 ) (808 ) — (6,898 ) Acquisitions, net of cash acquired — (29 ) (1,891 ) — (1,920 ) Proceeds from the sale of hospitals — 11,925 20,156 — 32,081 Changes in intercompany balances with affiliates, net — (183,829 ) — 183,829 — Net cash provided by (used in) investing activities — (202,800 ) (19,296 ) 183,829 (38,267 ) Cash flows from financing activities: Borrowings under revolving credit facilities 508,000 — — — 508,000 Repayments under revolving credit facilities (508,000 ) — — — (508,000 ) Borrowings of long-term debt — 376 — — 376 Repayments of long-term debt (37,261 ) (1,592 ) (342 ) — (39,195 ) Payments of debt issuance costs (3,119 ) — — — (3,119 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,508 ) — — (1,508 ) Cash distributions to noncontrolling investors — — (3,851 ) — (3,851 ) Purchases of shares from noncontrolling investors — — (1,244 ) — (1,244 ) Changes in intercompany balances with affiliates, net 140,901 — 42,928 (183,829 ) — Net cash provided by (used in) financing activities 100,521 (2,724 ) 37,491 (183,829 ) (48,541 ) Net change in cash and cash equivalents (20,558 ) 724 (4 ) — (19,838 ) Cash and cash equivalents at beginning of period 21,609 3,498 348 — 25,455 Cash and cash equivalents at end of period $ 1,051 $ 4,222 $ 344 $ — $ 5,617 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated 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 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. The accompanying consolidated financial statements may not necessarily be indicative of the results of operations, financial position and cash flows of QHC in the future. |
Going Concern | Going Concern The Company’s financial statements have been prepared under the assumption that it will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of the Company’s commitments, the Company has undertaken a number of actions, including divesting underperforming hospitals, negotiating with creditors and stakeholders, and reducing recurring expenses. However, management believes that even after taking these actions, the Company will not have sufficient liquidity to satisfy all of the Company’s future financial obligations, comply with the Company’s debt covenants, and execute the Company’s business plan. As a result, the Company filed a petition for reorganization under Chapter 11 of the Bankruptcy Code on April 7, 2020 (see further description below). The risks and uncertainties surrounding the Chapter 11 Cases, the events of default under the Company’s credit agreements and the indenture governing the Company’s Senior Notes, and the other conditions impacting the Company’s business raise substantial doubt as to the Company’s ability to continue as a going concern. Accordingly, the audit report issued by the Company’s independent registered public accounting firm contains an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. Although Management believes that the reorganization of the Company through Chapter 11 will position the Company for sustainable growth opportunities, the Chapter 11 filing caused an event of default under the Company’s Credit Agreements and the indenture governing its Senior Notes, which is stayed during the pendency of the Company’s bankruptcy proceeding. Further, there are several risks and uncertainties associated with the Company’s bankruptcy, including, among others: (a) the Company’s pre-packaged plan of reorganization may never be confirmed or becomes effective, (b) the Restructuring Support Agreement may be terminated by one or more of the parties thereto, (c) the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries, and (c) the Company’s Chapter 11 Cases may be converted into a Chapter 7 liquidation. As a result of the defaults under the Company’s Credit Agreements and the indenture governing its Senior Notes, the Company reclassified certain outstanding debt to current liabilities, see Note 6 — Long-Term Debt for further information. |
Principles of Consolidation | Principles of Consolidation The consolidated 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 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 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 Company’s consolidated balance sheets. Intercompany transactions and accounts of the Company are eliminated in consolidation. |
Use of Estimates | 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 Company’s consolidated financial statements and accompanying notes. Actual results could differ from those estimates under different assumptions or conditions. |
Revenue Recognition | Revenue Recognition The Company reports revenues from patient services at its hospitals and affiliated facilities at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients, governmental programs and third-party payors such as Medicare, Medicaid, managed care organizations, private insurers and others, and include variable consideration for retroactive revenue adjustments due to settlements of audits, reviews and investigations. Generally, the Company bills the patient and third-party payors several days after the services are performed or the patient is discharged. Revenue is recognized as the performance obligations are satisfied. Billings and collections were outsourced to CHS under a transition services agreement that was entered into in connection with the Spin-off through September 30, 2019. See Note 16 — Related Party Transactions for additional information on this agreement. On May 8, 2019, the Company entered into an agreement with R1 RCM to receive end-to-end revenue cycle management services. The agreement with R1 RCM has, among other things, allowed for the Company to transition its billing and collection services from CHS to R1 RCM. In July 2019, R1 RCM began providing limited services to the Company, such as status review on aged accounts receivable and insurance denials. Effective October 1, 2019, the Company transitioned its billing and collection services from CHS to R1 RCM. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected (or actual) charges for services anticipated to be provided. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Generally, performance obligations satisfied over time relate to patients in the Company’s hospitals receiving inpatient acute care services. The Company measures the performance obligation from admission into the hospital to the point when it is no longer required to provide services to that patient, which is generally at the time of discharge. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided, and the Company does not believe it is required to provide additional goods or services to the patient. Because all of its performance obligations relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in Financial Accounting Standards Board’s (“FASB”) ASC 606-10-50-14(a) and, therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The unsatisfied or partially unsatisfied performance obligations referred to above are primarily related to inpatient acute care services at the end of the reporting period. The performance obligations for these contracts are generally completed when the patient is discharged, which generally occurs within days or weeks following the end of the reporting period. The Company determines the transaction price based on standard billing rates for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients and patient responsibility after insurance in accordance with the Company’s policy, and/or implicit price concessions provided to uninsured patients and patient responsibility after insurance. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. The Company recognizes revenues related to its QHR business when either the performance obligation has been satisfied or over time as the hospital management advisory and healthcare consulting services are provided, and reports these revenues at the amount expected to be collected from the non-affiliated hospital clients of QHR. 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 healthcare consulting services business, rental income and hospital cafeteria sales. The table above includes a $21.0 million change in estimate the Company recorded as of December 31, 2017 to reduce the net realizable value of patient accounts receivable due to a more comprehensive and disaggregate level and refinement of the estimate of the collectability of self-pay accounts receivable related to insured patients, primarily co-pays and deductibles. The Company’s analysis also included an evaluation of patient accounts receivable retained in the divestiture of six of the Company’s divested hospitals. Contractual Allowances and Discounts Agreements with third-party payors typically provide for payments at amounts less than standard billing rates. A summary of the payment arrangements with major third-party payors follows: • Medicare: • Medicaid: • Other: Government programs, including 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. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations. In some instances, these investigations have resulted in organizations entering into significant settlement agreements or findings of criminal and civil liability. Compliance with such laws and regulations may be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company’s compliance with these laws and regulations, and it is not possible to determine the impact (if any) such claims or penalties would have on the Company. Contractual adjustments, 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 adjustments 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 adjustments in the periods in which they become known and may be subject to further revisions. In addition, the contracts the Company has with commercial insurance payors may provide for retroactive audit and review of claims. Self-pay and other payor discounts are incentives offered by the Company to uninsured or underinsured patients and other payors to reduce their costs of healthcare services. Subsequent changes in estimates for third-party payors that are determined to be the result of an adverse change in a payor’s ability to pay are recorded as bad debt expense. Bad debt expense for the year ended December 31, 2019 and 2018 was not material and is included in other operating expenses in the Company’s consolidated statements of income. Third-Party Program Reimbursements Cost report settlements under reimbursement programs with Medicare, Medicaid and other managed care plans for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical experience, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as new information becomes available, or as years are settled or are no longer subject to such audits, reviews, and investigations. Previous program reimbursements and final cost report settlements are included in due from and due to third-party payors in the consolidated balance sheets. Net adjustments arising from a change in the transaction price for estimated cost report settlements favorably (unfavorably) impacted net operating revenues by $2.2 million, $(0.3) million and $2.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. Currently, several states have established 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 state supplemental payment programs are designed with input from The Centers for Medicare & Medicaid Services (“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. The receivables and payables associated with these programs are included in due from and due to third-party payors in the consolidated balance sheets. The Company recognizes the revenues and related expenses based on the terms of each program in the period in which the 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 statements of income. The California Department of Health Care Services administers the Hospital Quality Assurance Fee (“HQAF”) program The Company recognized $7.6 million and $7.3 million of Medicaid revenues in the years ended December 31, 2019 and 2018, respectively, related to the sale of Illinois property tax credits. Recognition of the benefit from the Illinois credits was previously recognized as a reduction in other operating expenses; however, the Company determined that the Illinois property tax credits operate as a state supplemental payment program for uncompensated charity care. For the year ended December 31, 2017, the Company recognized $7.8 million from the sale of Illinois property tax credits as a direct reduction to other operating expenses. Self-Pay and Self-Pay After Insurance Generally, patients who are covered by third-party payors are responsible for related co-pays and deductibles, which vary in amount. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from the Company’s standard billing rates. The Company estimates the transaction price for patients with co-pays and deductibles and for uninsured patients based on historical collection experience and current market conditions. The initial estimate of the transaction price is determined by reducing the Company’s standard charges by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price, if any, are generally recorded as an adjustment to patient service revenue in the period of the change. 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. The related charges which are recorded in operating revenues at the standard billing rates and fully offset in contractual allowances were $22.7 million, $33.0 million and $34.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company estimates the cost of providing charity care services utilizing 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 costs of providing charity care services was $3.7 million, $5.5 million and $5.6 million for the years ended December 31, 2019, 2018 and 2017, 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 | Accounts Receivable Substantially all of the Company’s receivables are related to providing healthcare services to patients at its hospitals and affiliated outpatient facilities. For self-pay and self-pay after insurance receivables, the Company estimates the implicit price concession by reserving a percentage of all self-pay and self-pay after insurance accounts receivable without regard to aging category. The estimate of the implicit price concession is based on a model that considers historical cash collections, expected recoveries and any anticipated changes in trends. The Company’s ability to estimate the implicit price concessions 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. Significant changes in payor mix, R1 RCM’s business office operations, including their efforts in collecting the Company’s accounts receivables, economic conditions, or trends in federal and state governmental healthcare coverage, among others, could affect the Company’s estimates of implicit price concessions for self-pay and self-pay after insurance accounts receivable. The Company also continually reviews its overall estimate of implicit price concessions by monitoring historical cash collections as a percentage of trailing net operating revenues, 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 divestitures. Collections are impacted by the economic ability of patients to pay, the effectiveness of the Company’s billing and collection efforts, which are outsourced to a third party, including their current policies on billings, accounts receivable payor classification and collections. Our results are also affected by third party collection agencies and by the ability of the Company to further attempt collection efforts. Billings and collections were outsourced to CHS under a transition services agreement that was established with the Spin-off through September 30, 2019. See Note 16 — Related Party Transactions for additional information on the CHS TSA agreement. On May 8, 2019, the Company entered into an agreement with R1 RCM to receive end-to-end revenue cycle management services. The agreement with R1 RCM has, among other things, allowed for the Company to transition its billing and collection services from CHS to R1 RCM. In July 2019, R1 RCM began providing limited services to the Company, such as status review on aged accounts receivable and insurance denials. Effective October 1, 2019, the Company transitioned its billing and collection services from CHS to R1 RCM. During the fourth quarter of 2017, the Company analyzed self-pay patient accounts receivable at a more comprehensive and disaggregated level and refined its estimate of the collectability of the portion of self-pay accounts receivable related to insured patients, primarily co-payments and deductibles. The Company’s analysis also included an evaluation of patient accounts receivable retained in the divestitures of six of the Company’s seven divested hospitals. As a result of these efforts, the Company recorded a change in estimate of $21.0 million to reduce the net realizable value of patient accounts receivable, which negatively impacted the provision for bad debts in the consolidated statement of income for the year ended December 31, 2017. The Company has elected the practical expedient allowed under FASB ASC Topic 606 and does not adjust the promised amount of consideration from patients and third-party payors for the effects of a significant financing component due to the Company’s expectation that the period between the time the service is provided to a patient and the time that the patient or a third-party payor pays for that service will be one year or less. However, the Company does, in certain instances, enter into payment agreements with patients that allow payments in excess of one year. For those cases, the financing component is not deemed to be significant to the contract. The Company has applied the practical expedient provided by FASB ASC Topic 340 and all incremental customer contract acquisition costs are expensed as incurred, as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. |
Concentration of Credit Risk | 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 outpatient 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 receivables are a significant concentration of credit risk. Accounts receivable, net of contractual allowances, from Medicare were $47.6 million and $58.2 million, or 16.6% and 18.0% of total patient accounts receivable as of December 31, 2019 and 2018, respectively. Additionally, the Company believes Illinois Medicaid represents a concentration of credit risk to the Company due to the fiscal problems in the state of Illinois that affect the timing and extent of payments due to providers which, are administered by the state of Illinois under the Medicaid program. The Company’s accounts receivable, net of contractual adjustments, from Illinois Medicaid were $18.3 million and $24.5 million, or 6.4% and 7.6% of total patient accounts receivable as of December 31, 2019 and 2018, 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 | The Company records costs associated with the transition services agreements and other ancillary agreements with CHS in accordance with the terms of these agreements. These costs are included in “Transition services agreements” in the table above and primarily include the costs of providing patient billing and collections (through September 30, 2019, the date of the Company’s transition from CHS to R1 RCM), information technology and payroll services. See Note 16 — Related Party Transactions for additional information on the transition services agreements with CHS. See Note 17 — Commitments and Contingencies — Insurance Reserves for additional information related to our insurance reserves and related expenses. |
General and Administrative Costs | 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 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 $45.8 million, $65.9 million and $52.7 million during the years ended December 31, 2019, 2018 and 2017, respectively. General and administrative costs of the Company include executive severance costs at the corporate office of $1.3 million, $7.8 million and $0.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. |
Electronic Health Records Incentives Earned | Electronic Health Records Incentives Pursuant to the Health Information Technology for Economic and Clinical Health Act (“HITECH”), the Company receives 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. 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 is further subject to audit. The Company utilizes a gain contingency model to recognize EHR incentive payments as a part of operating costs and expenses in the consolidated statements of income. The Company recognized EHR incentives of $(0.6) million, $1.0 million and $4.7 million for the years ended December 31, 2019, 2018 and 2017, respectively, which were recorded as a reduction (increase) to operating expenses in the Company’s consolidated statements of income. The Company’s eligible hospital incentive payments have ended as of December 31, 2019. The Company’s eligible physician clinic incentive payments will continue to decline and will end by December 31, 2021. |
Legal, Professional and Settlement Costs | Legal, Professional and Settlement Costs Legal, professional and settlement costs in the Company’s consolidated statements of income primarily include legal costs and related settlements, if any, associated with arbitration, regulatory claims, government investigations into reimbursement payments, strategic initiatives and other litigation matters. |
Loss (Gain) on Sale of Hospitals, Net | Loss (Gain) on Sale of Hospitals, Net Loss (gain) on sale of hospitals, net is the loss (gain) incurred by the Company’s divestiture of hospitals and outpatient facilities. It is calculated as the difference between the consideration received from the sale and the carrying values of the associated net assets sold at the date of sale, less certain incremental direct selling costs. |
Loss on Closure of Hospitals, Net | Loss on Closure of Hospitals, Net Loss on closure of hospitals, net relates to costs incurred by the Company for closure of hospitals and outpatient facilities, and includes severance, loss on disposal of property and equipment, write-down of assets, legal costs, contract termination fees and other costs incurred by the Company related to the closure. |
Income Taxes | 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 the provision for (benefit from) income taxes in the consolidated statements of income 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 (benefit from) income taxes in the consolidated statements of income. The Company classifies interest and penalties, if any, related to its tax positions as a component of provision for (benefit from) income taxes. |
Cash and Cash Equivalents | 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. |
Restricted Cash | Restricted Cash Restricted cash consists of cash held in escrow accounts to secure the Company’s indemnification obligations under purchase agreements related to the sale of hospitals. |
Inventories | 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 | 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 finance 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. |
Leases | Leases In February 2016, the FASB issued a new accounting standard, ASC Topic 842, related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most significant among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted ASC Topic 842 effective January 1, 2019 using the modified retrospective transition approach as of the period of adoption. The Company’s financial statements prior to January 1, 2019 were not modified for the application of the new lease standard. Upon adoption of ASC Topic 842, the Company recognized $93.7 million of ROU assets and $95.6 million of lease liabilities associated with operating leases. The accounting for capital leases remained substantially unchanged. In addition, the Company recognized a $0.7 million cumulative effect adjustment that increased accumulated deficit in the consolidated balance sheet at January 1, 2019. The Company determines if an arrangement is a lease at inception of the contract. Operating leases are included in operating lease ROU assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the consolidated balance sheets. Finance leases are included in property and equipment, current portion of long-term debt, and long-term debt in the consolidated balance sheets. ROU assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The Company enters into operating leases for real estate, medical office buildings, other administrative offices, as well as medical and office equipment. The Company’s finance leases consist primarily of the Corporate office and other long-term building leases. The Company’s real estate leases typically have initial lease terms of 5 to 10 years, and equipment leases typically have an initial term of 3 years. The Company’s real estate leases may include one or more options to renew, with renewals extending the lease term for an additional 5 to 10 years. The exercise of lease renewal options is at the Company’s sole discretion. In general, the Company does not consider renewal options to be reasonably likely to be exercised, therefore renewal options are generally not recognized as part of the ROU assets and lease liabilities. Lease costs for lease payments are recognized on a straight-line basis over the lease term, unless there is a transfer of title or purchase option reasonably certain to be exercised. The Company does not record operating leases with an initial term of 12 months or less (“short-term leases”) in the consolidated balance sheets. Certain of the Company’s lease agreements contain both lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as medical devices, the lease and non-lease components are accounted for as a single lease component. Additionally, for certain equipment leases containing multiple assets, we apply a portfolio approach to account for the assets as one leased asset. |
Goodwill | Goodwill The Company’s hospital operations and QHR’s management advisory and healthcare consulting services operations meet the criteria for classification as separate 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. The Company’s goodwill is tested for impairment at least annually. |
Intangible Assets, Net | Intangible Assets, Net 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 related to 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. |
Cloud Computing Costs | Cloud Computing Costs The Company is in the process of transitioning its information technology services from the IT TSA with CHS. As such, the Company has entered into various cloud computing arrangements related to the Company’s information technology infrastructure, such as financial reporting and budgeting, payroll, compliance and revenue management services. The Company capitalizes certain costs associated with cloud computing arrangements, including, among other items, employee compensation and related benefits and third party consulting costs that are part of the application development stage. These costs are included in other long-term assets on the consolidated balance sheet and are expensed into other operating expenses over the period of the hosting service contract which is generally 5 years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. As of December 31, 2019, the Company has capitalized $5.8 million of costs related to the implementation of cloud computing arrangements. |
Impairment of Long-Lived Assets and Goodwill | 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 value, 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 for impairment of goodwill in the fourth quarter of each year. The fair value of the Company’s 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 2 — Impairment of Long-Lived Assets and Goodwill for additional information related to impairment recorded in the consolidated statements of income for the years ended December 31, 2019, 2018 and 2017. |
Professional and General Liability Insurance and Workers' Compensation Liability Insurance Reserves | Professional and General Liability Insurance and Workers’ Compensation Liability Insurance Reserves 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 these risks, 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, including the Company’s claims experience post Spin-off. The Company’s insurance expense includes the actuarially determined estimates of losses for the current year, including claims incurred but not reported, the change in the estimates 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 professional and general liability and workers’ compensation 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 17 — Commitments and Contingencies for information related to the portion of the Company’s insurance reserves for professional and general liability and workers’ compensation liability that are indemnified by CHS. 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 $7.8 million and $10.4 million as of December 31, 2019 and 2018, respectively, and is included in accrued salaries and benefits in the consolidated balance sheets. Expense each period is based on the actual claims received during the period plus the impact of any adjustment to the liability for incurred but not reported employee health claims. |
Noncontrolling Interests and Redeemable Noncontrolling Interests | Noncontrolling Interests and Redeemable Noncontrolling Interests The Company’s consolidated 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 recognized in the Company’s consolidated balance sheets at the greater of: (1) the initial carrying amount of these investments, increased or decreased for the noncontrolling interests' share of cumulative net income (loss), net of cumulative amounts distributed to the noncontrolling interest partners, if any, or (2) the redemption value of the investments held by the noncontrolling interest partners. |
Assets and Liabilities of Hospitals Held for Sale | Assets and Liabilities of Hospitals Held for Sale The Company reports separately from other assets in the consolidated 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 in the consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation The Company issues restricted stock awards to key employees and directors and recognizes stock-based compensation expense over each of the restricted stock award’s requisite service periods based on the estimated grant date fair value of each restricted stock award. See Note 14 — Stock-Based Compensation for additional information related to stock-based compensation. |
Benefit Plans | Benefit Plans The Company maintains various benefit plans, including defined contribution plans, deferred compensation plans and a supplemental executive retirement plan, for which certain of the Company’s subsidiaries are the plan sponsors. The rights and obligations of these plans were transferred from CHS to the Company, pursuant to the Separation and Distribution Agreement, which was entered into with CHS in connection with the Spin-off which governed or continue to govern the allocation of employees, assets and liabilities that were transferred to QHC from CHS. Benefits costs are recorded as salaries and benefits expenses in the consolidated statements of income. The cumulative liability for these benefit costs is recorded in other long-term liabilities in the consolidated balance sheets. The Company recognizes the unfunded liability of its defined benefit plan in other long-term liabilities in the consolidated 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 statements of income. See Note 15 — Benefit Plans for additional information on the Company’s individual plans. |
Fair Value of Financial Instruments | 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 | Segment Reporting The principal business of the Company is to provide healthcare services at its hospitals and outpatient service facilities. The Company’s only other line of business is the hospital management advisory and healthcare consulting services it provides through QHR. The Company has determined that its hospital operations business and QHR business meet the criteria for separate segment reporting. The Company’s corporate functions have been reported in the all other reportable segment. See Note 13 — Segments for additional information related to the Company’s segment reporting |
New Accounting Pronouncements | New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, to provide guidance on the accounting for implementation costs incurred in a cloud computing arrangement that is accounted for as a service contract. This ASU requires entities to account for such costs consistent with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The ASU is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU No. 2018-15 on January 1, 2019 on a prospective basis. There was no material impact on the Company’s consolidated financial position and results of operations as a result of adoption of ASU No. 2018-15 as of January 1, 2019. As of December 31, 2019, the Company has capitalized $5.8 million of implementation costs related to the implementation of cloud computing arrangements which are included in other long-term assets on the consolidated balance sheet. As the Company’s transitions from the TSAs with CHS, the Company will incur additional material costs associated with cloud computing arrangements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement — Reporting Comprehensive Income, which allows for reclassification from accumulated other comprehensive income to retained earnings of the stranded tax effects in accumulated other comprehensive income resulting from the enactment of the comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) and corresponding accounting treatment recorded in the fourth quarter of 2017. The Company adopted ASU No. 2018-02 on January 1, 2019. The adoption of ASU No. 2018-02 did not have a significant impact on the Company’s consolidated balance sheet. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by eliminating step two from the goodwill impairment test. This ASU instead permits an entity to recognize goodwill impairment as the excess of a reporting unit’s carrying value over the estimated fair value of the reporting unit, to the extent this amount does not exceed the carrying amount of goodwill. The new guidance continues to allow an entity to perform a qualitative assessment of goodwill impairment indicators in lieu of a quantitative assessment in certain situations. The ASU is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. The Company currently does not expect ASU No. 2017-04 to have a material impact on its consolidated results of operations and financial position. — its consolidated results of operations, financial position and related disclosures |
Guarantor and Non Guarantor Supplemental Information | 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 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. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Net Operating Revenues by Payor Source | The following table provides a summary of net operating revenues by payor source (dollars in thousands): Year Ended December 31, 2019 2018 2017 $ Amount % of Total $ Amount % of Total $ Amount % of Total Medicare $ 480,475 28.4 % $ 532,097 28.3 % $ 613,846 29.6 % Medicaid 351,297 20.8 % 352,111 18.7 % 417,656 20.2 % Managed care and commercial 673,770 39.9 % 754,572 40.2 % 788,943 38.1 % Self-pay and self-pay after insurance 109,515 6.5 % 157,435 8.4 % 154,402 7.4 % Non-patient 74,569 4.4 % 82,374 4.4 % 97,323 4.7 % Total net operating revenues $ 1,689,626 100.0 % $ 1,878,589 100.0 % $ 2,072,170 100.0 % |
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 balance sheets (in thousands): December 31, 2019 2018 Amounts due from third-party payors: Previous program reimbursements and final cost report settlements $ 11,654 $ 14,374 State supplemental payment programs 21,731 49,069 Total amounts due from third-party payors $ 33,385 $ 63,443 Amounts due to third-party payors: Previous program reimbursements and final cost report settlements $ 37,214 $ 32,174 State supplemental payment programs 6,794 13,678 Total amounts due to third-party payors $ 44,008 $ 45,852 |
Summary of Portion of Medicaid Reimbursements Included in Consolidated Statements of Income that are Attributable to State Supplemental Payment Programs | The following table provides a summary of the portion of Medicaid reimbursements included in the consolidated statements of income that are attributable to state supplemental payment programs (in thousands): Year Ended December 31, 2019 2018 2017 Medicaid state supplemental payment program revenues $ 173,122 $ 200,036 $ 211,448 Provider taxes and other expenses 68,252 74,709 75,388 Reimbursements attributable to state supplemental payment programs, net of expenses $ 104,870 $ 125,327 $ 136,060 |
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, 2019 2018 2017 Balance at beginning of period $ — $ 352,509 $ 360,796 Provision for bad debts — — 255,485 Amounts written off, net of recoveries — — (263,772 ) Impact of adoption of ASC 606 — (352,509 ) — Balance at end of period $ — $ — $ 352,509 |
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 its total net patient revenues as determined in each year (dollars in thousands): Number of Year Ended December 31, Hospitals at 2019 2018 2017 December 31, 2019 $ Amount % of Total $ Amount % of Total $ Amount % of Total Illinois 7 $ 637,978 39.5 % $ 732,178 40.8 % $ 755,009 38.2 % Oregon 1 244,590 15.1 % 238,336 13.3 % 212,842 10.8 % California 1 144,593 9.0 % 179,653 10.0 % 182,030 9.2 % Kentucky 3 113,422 7.0 % 116,466 6.5 % 114,568 5.8 % |
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, 2019 2018 2017 Purchased services $ 162,041 $ 153,155 $ 168,711 Taxes and insurance 89,149 131,840 131,734 Medical specialist fees 96,726 105,674 111,840 Transition services agreements 29,548 51,190 63,470 Repairs and maintenance 37,261 36,954 41,048 Utilities 21,306 23,660 27,324 Other miscellaneous operating expenses 65,978 72,560 78,936 Total other operating expenses $ 502,009 $ 575,033 $ 623,063 |
Impairment of Long-Lived Asse_2
Impairment of Long-Lived Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule Impairment of Long-Lived Assets and Goodwill | The following table provides a summary of the components of impairment recognized (in thousands): Year Ended December 31, 2019 2018 2017 Property and equipment $ 31,140 $ 71,038 $ 41,373 Capitalized software costs 5,190 6,100 3,439 Medicare licenses — — 540 Total Long-Lived Assets Impairment 36,330 77,138 45,352 Goodwill 6,490 — 1,929 Total Goodwill and Long-Lived Assets Impairment $ 42,820 $ 77,138 $ 47,281 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation | The following table provides a summary of the combined purchase price allocation by year for the Company’s acquisitions (in thousands): Year Ended December 31, 2019 2018 2017 Current assets $ — $ — $ 142 Property and equipment 124 44 695 Goodwill 441 77 1,211 Liabilities — — (128 ) Total consideration paid $ 565 $ 121 $ 1,920 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Property and equipment, at cost: Land and improvements $ 41,855 $ 49,637 Building and improvements 639,538 723,345 Equipment and fixtures 441,950 498,139 Construction in progress 16,812 16,208 Total property and equipment, at cost 1,140,155 1,287,329 Less: Accumulated depreciation and amortization (648,139 ) (727,891 ) Total property and equipment, net $ 492,016 $ 559,438 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Balance at beginning of period $ 401,073 $ 409,229 Acquisitions 441 77 Divestitures (3,300 ) (9,826 ) Reclass (to) from held for sale — 1,593 Impairment (6,490 ) — Balance at end of period $ 391,724 $ 401,073 |
Summary of the Components of Intangible Assets | The following table provides a summary of the components of intangible assets (in thousands): December 31, 2019 Accumulated Net Book Cost Amortization Value Finite-lived intangible assets: Capitalized software costs $ 143,985 $ (106,478 ) $ 37,507 Physician guarantee contracts 3,261 (1,593 ) 1,668 Other finite-lived intangible assets 43,212 (38,366 ) 4,846 Total finite-lived intangible assets, net 190,458 (146,437 ) 44,021 Indefinite-lives intangible assets: Tradenames 4,000 — 4,000 Licenses and other indefinite-lived intangible assets 1,134 — 1,134 Total indefinite-lived intangible assets 5,134 — 5,134 Total intangible assets $ 195,592 $ (146,437 ) $ 49,155 December 31, 2018 Accumulated Net Book Cost Amortization Value Finite-lived intangible assets: Capitalized software costs $ 145,795 $ (111,658 ) $ 34,137 Physician guarantee contracts 5,008 (2,679 ) 2,329 Other finite-lived intangible assets 43,221 (36,512 ) 6,709 Total finite-lived intangible assets, net 194,024 (150,849 ) 43,175 Indefinite-lives intangible assets: Tradenames 4,000 — 4,000 Licenses and other indefinite-lived intangible assets 1,114 — 1,114 Total indefinite-lived intangible assets 5,114 — 5,114 Total intangible assets $ 199,138 $ (150,849 ) $ 48,289 |
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, 2019 2018 2017 Amortization of finite-lived intangible assets: Capitalized software costs $ 8,945 $ 10,991 $ 15,879 Physician guarantee contracts 1,684 2,391 2,032 Other finite-lived intangible assets 1,888 2,029 2,594 Total amortization expense related to finite-lived intangible assets 12,517 15,411 20,505 Amortization of leasehold improvements and property and equipment assets held under finance lease obligations 2,999 3,301 3,038 Total amortization expense $ 15,516 $ 18,712 $ 23,543 |
Summary of Future Estimated Amortization Expense | The following table provides a summary of estimated future amortization expense for the next five years and thereafter related to intangible assets (in thousands): 2020 $ 18,699 2021 15,911 2022 8,880 2023 270 2024 84 Thereafter 177 Total estimated future amortization expense $ 44,021 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Senior Credit Facility: Revolving Credit Facility, maturing 2021 $ 22,000 $ — Term Loan Facility, maturing 2022 738,336 790,751 ABL Credit Facility, maturing 2021 75,000 14,000 Senior Notes, maturing 2023 400,000 400,000 Unamortized debt issuance costs and discounts (25,543 ) (35,537 ) Finance lease obligations 22,261 23,386 Other debt 419 874 Total debt 1,232,473 1,193,474 Less: Current maturities of long-term debt (1,211,485 ) (1,697 ) Total long-term debt $ 20,988 $ 1,191,777 |
Summary of Maximum Secured Net Leverage Ratio Permitted Under Credit Facility | After giving effect to the CS Amendment and the CS Second Amendment, the maximum Secured Net Leverage Ratio permitted under the CS Agreement, as determined based on 12 month trailing Consolidated EBITDA measured as of the last day of each fiscal quarter as defined in the CS Agreement follows: Maximum Secured Net Period Leverage Ratio Period from July 1, 2018 to December 31, 2019 5.00 to 1.00 Period from January 1, 2020 and thereafter 4.50 to 1.00 |
Summary of Redemption Dates and Prices of Senior Notes | The following table provides a summary of the redemption periods 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, 2019 2018 Debt issuance costs $ 34,533 $ 34,533 Debt discounts 24,536 24,536 Total debt issuance costs and discounts at origination 59,069 59,069 Less: Amortization of debt issuance costs and discounts (33,526 ) (23,532 ) Total unamortized debt issuance costs and discounts $ 25,543 $ 35,537 |
Summary of Debt Maturities for Each of Next Five Years and Thereafter | The following table provides a summary of debt maturities for each of the next five years and thereafter (in thousands): 2020 $ 1,237,028 2021 1,632 2022 1,453 2023 1,348 2024 1,455 Thereafter 15,100 Total debt, excluding unamortized debt issuance costs and discounts $ 1,258,016 |
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, 2019 2018 2017 Senior Credit Facility: Revolving Credit Facility $ 549 $ 267 $ 528 Term Loan Facility 71,270 71,538 66,111 ABL Credit Facility 2,467 1,432 1,854 Senior Notes 46,504 46,491 46,516 Amortization of debt issuance costs and discounts 9,994 9,666 8,949 All other interest expense (income), net 1,576 (1,264 ) (1,881 ) Total interest expense, net $ 132,360 $ 128,130 $ 122,077 |
Other Long-Term Assets and Ot_2
Other Long-Term Assets and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Noncurrent Assets And Other Noncurrent Liabilities Disclosure [Abstract] | |
Summary of Major Components of Other Long-Term Assets | The following table provides a summary of the major components of other long-term assets (in thousands): December 31, 2019 2018 Receivable for professional and general liability insurance reserves indemnified by CHS $ 22,364 $ 34,535 Assets of deferred compensation plan 15,907 14,980 Receivable for workers' compensation liability insurance reserves indemnified by CHS 10,021 12,118 Cloud computing implementation costs 5,786 — Notes receivable 4,854 501 Other miscellaneous long-term assets 16,680 12,172 Total other long-term assets $ 75,612 $ 74,306 |
Summary of Major Components of Other Long-Term Liabilities | The following table provides a summary of the major components of other long-term liabilities (in thousands): December 31, 2019 2018 Professional and general liability insurance reserves $ 48,703 $ 82,828 Workers' compensation liability insurance reserves 14,148 16,819 Benefit plan liabilities 21,668 22,712 Software license liabilities 6,092 — Other miscellaneous long-term liabilities 2,924 4,140 Total other long-term liabilities $ 93,535 $ 126,499 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Revolving Credit Facility $ 22,000 $ 22,000 $ — $ — Term Loan Facility 738,336 727,726 790,751 784,821 ABL Credit Facility 75,000 75,000 14,000 14,000 Senior Notes 400,000 339,256 400,000 382,984 Other debt 22,680 22,680 24,260 24,260 Total long-term debt, excluding debt issuance costs and discounts $ 1,258,016 $ 1,186,662 $ 1,229,011 $ 1,206,065 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Components of Lease Costs and Rent | The following table provides a summary of the components of lease costs and rent (in thousands): Year Ended December 31, 2019 Operating lease costs: Operating lease cost $ 33,886 Variable lease cost 2,516 Short-term rent expense 7,919 Total operating lease costs $ 44,321 Finance lease costs: Amortization of right-of-use assets $ 1,556 Interest on lease liabilities 1,514 Total finance lease costs $ 3,070 |
Supplemental Balance Sheet Information Related to Finance Leases | The following table provides supplemental balance sheet information related to finance leases (in thousands): Balance Sheet Classification December 31, 2019 Finance Leases: Finance lease ROU assets Property and equipment $ 29,399 Accumulated amortization Accumulated depreciation and amortization 7,273 Current finance lease liabilities Current maturities of long-term debt 1,415 Long-term finance lease liabilities Long-term debt 20,846 |
Schedule of Supplemental Cash Flow Information Related to Leases | The following table provides supplemental cash flow information related to leases (in thousands): Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 33,884 Operating cash flows from finance leases 1,316 Financing cash flows from finance leases 1,395 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,543 Finance leases 271 |
Schedule Of Weighted Average Lease Terms and Discount Rates of Operating and Finance Leases | The following table provides the weighted-average lease terms and discount rates used for the Company’s operating and finance leases: December 31, 2019 Weighted-average remaining lease term (years): Operating leases 5.1 Finance leases 7.2 Weighted-average discount rate: Operating leases 10.3 % Finance leases 6.2 % |
Summary of Lease Liability Maturities | The following table provides a summary of lease liability maturities for the next five years and thereafter (in thousands): Operating Finance Leases Leases 2020 $ 29,090 $ 2,664 2021 21,756 2,670 2022 13,522 2,367 2023 8,161 2,055 2024 6,050 2,082 Thereafter 19,053 16,584 Total lease payments 97,632 28,422 Less: Imputed interest (22,525 ) (6,161 ) Total lease obligations 75,107 22,261 Less: Current portion (22,506 ) (1,415 ) Total long-term lease obligations $ 52,601 $ 20,846 |
Schedule of Future Commitments Related to Non-Cancellable Operating and Capital Leases, Which Followed Lease Accounting Standard Prior to Adoption of ASC Topic 842 | As previously disclosed in the Company’s 2018 Annual Report on Form 10-K, which followed the lease accounting standard prior to the adoption of ASC Topic 842 (ASC Topic 840), future commitments related to non-cancellable operating and capital leases for each of the next five years and thereafter as of December 31, 2018 were as follows (in thousands): Operating Finance Leases (1) Leases 2019 $ 34,885 $ 2,549 2020 29,609 2,587 2021 20,098 2,625 2022 12,932 2,328 2023 7,588 6,974 Thereafter 26,469 13,716 Total minimum future payments obligations $ 131,581 30,779 Less: Imputed interest (7,393 ) Total capital lease obligations 23,386 Less: Current portion of capital lease obligations (1,304 ) Total long-term capital lease obligations $ 22,082 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Current : Federal $ — $ — $ — State 341 433 271 Total provision for (benefit from) current income taxes 341 433 271 Deferred: Federal (134 ) (1,340 ) (22,540 ) State 959 60 404 Total provision for (benefit from) deferred income taxes 825 (1,280 ) (22,136 ) Total provision for (benefit from) income taxes $ 1,166 $ (847 ) $ (21,865 ) |
Schedule of Reconciliation of Provision for (Benefit from) Income Taxes Utilizing Statutory Federal Income Tax Rate to Effective Income Tax Rate | The following table reconciles the provision for (benefit from) income taxes utilizing the statutory federal income tax rate to the Company’s effective income tax rate (dollars in thousands): Year Ended December 31, 2019 2018 2017 Amount % Amount % Amount % Provision for (benefit from) income taxes at statutory federal tax rate $ (33,757 ) 21.0 % $ (41,807 ) 21.0 % $ (46,978 ) 35.0 % State income taxes, net of federal income tax benefit (5,018 ) 3.1 % (11,993 ) 6.0 % (6,137 ) 4.6 % Net (income) loss attributable to noncontrolling interests (422 ) 0.3 % (423 ) 0.2 % (641 ) 0.5 % Non-deductible goodwill and Spin-off costs 2,056 (1.3 )% 151 (0.1 )% 535 (0.4 )% Compensation limited under IRC Section 162(m) 113 (0.1 )% 1,887 (0.9 )% — — % Other deferred compensation (5,010 ) 3.1 % — — % — — % Other permanent items 207 (0.1 )% 306 (0.2 )% — — % Tax credits (642 ) 0.4 % (275 ) 0.1 % — — % Change in valuation allowance 45,085 (28.0 )% 52,206 (26.2 )% 53,470 (39.8 )% Change in rate due to Tax Act — — % — — % (10,934 ) 8.1 % Change in valuation allowance due to Tax Act — — % (845 ) 0.4 % (13,121 ) 9.8 % All other items (1,446 ) 0.9 % (54 ) 0.1 % 1,941 (1.5 )% Total provision for (benefit from) income taxes and effective tax rate $ 1,166 (0.7 )% $ (847 ) 0.4 % $ (21,865 ) 16.3 % |
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, 2019 2018 Assets Liabilities Assets Liabilities Net operating loss and credit carryforwards $ 112,717 $ — $ 110,635 $ — Property and equipment 8,602 — — 888 Prepaid expenses — 611 — 1,596 Goodwill and intangible assets — 19,610 — 18,700 Investments in unconsolidated affiliates — 221 162 — Accounts receivable 7,883 — 4,667 — Accrued compensation and recruiting accruals 5,814 268 8,892 519 Other accruals 375 — 87 — Deferred compensation 13,886 — 8,066 — Debt issuance costs — 3,453 — 5,078 Other investments — 1,703 — — Leases 27,694 20,852 — — Interest limitation 60,524 — 29,334 — Insurance and settlement reserves 13,969 — 25,482 — Total deferred income tax assets and liabilities, before valuation allowance 251,464 46,718 187,325 26,781 Valuation allowance (212,429 ) — (167,280 ) — Total deferred income tax assets and liabilities $ 39,035 $ 46,718 $ 20,045 $ 26,781 Total deferred income tax liabilities, net $ 7,683 $ 6,736 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Numerator: Net income (loss) $ (161,916 ) $ (198,234 ) $ (112,357 ) Less: Net income (loss) attributable to noncontrolling interests 2,011 2,014 1,833 Net income (loss) attributable to Quorum Health Corporation $ (163,927 ) $ (200,248 ) $ (114,190 ) Denominator: Weighted-average shares outstanding - basic and diluted 29,955,140 28,976,122 28,113,566 Earnings (loss) per share attributable to Quorum Health Corporation stockholders - basic and diluted $ (5.47 ) $ (6.91 ) $ (4.06 ) |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Financial Information Related to Segments | The following tables provide a summary of financial information related to the Company’s reportable segments (in thousands): Year Ended December 31, 2019 2018 2017 Net operating revenues: Hospital operations $ 1,626,681 $ 1,808,741 $ 1,987,973 QHR operations 59,704 70,871 80,863 All other 3,241 (1,023 ) 3,334 Total net operating revenues $ 1,689,626 $ 1,878,589 $ 2,072,170 Adjusted EBITDA: Hospital operations $ 122,556 $ 157,512 $ 175,597 QHR operations 17,485 17,681 20,599 All other (43,806 ) (48,798 ) (54,351 ) Total Adjusted EBITDA $ 96,235 $ 126,395 $ 141,845 December 31, 2019 2018 Assets: Hospital operations $ 1,341,773 $ 1,453,693 QHR operations 52,202 55,823 All other 97,910 64,578 Total assets $ 1,491,885 $ 1,574,094 |
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, 2019 2018 2017 Net income (loss) $ (161,916 ) $ (198,234 ) $ (112,357 ) Interest expense, net 132,360 128,130 122,077 Provision for (benefit from) income taxes 1,166 (847 ) (21,865 ) Depreciation and amortization 57,613 67,994 82,155 EBITDA 29,223 (2,957 ) 70,010 Legal, professional and settlement costs 9,677 11,974 6,001 Impairment of-long-lived assets and goodwill 42,820 77,138 47,281 Loss (gain) on sale of hospitals, net 3,088 9,005 (5,243 ) Loss on closure of hospitals, net 24,883 18,673 — Transition of transition services agreements 10,406 3,207 — Transaction costs related to spin-off — — 253 Headcount reductions and executive severance 3,018 9,355 2,543 Change in actuarial estimates (26,880 ) — — Adjustment of accounts receivable to net realizable value — — 21,000 Adjusted EBITDA $ 96,235 $ 126,395 $ 141,845 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Components of Stock-Based Compensation Expense | The following table provides a summary of the components of stock-based compensation expense (in thousands): Year Ended December 31, 2019 2018 2017 Stock-based compensation resulting from the Spin-off $ — $ 372 $ 2,225 Stock-based compensation related to grants following the Spin-off 5,325 10,291 7,727 Total stock-based compensation expense $ 5,325 $ 10,663 $ 9,952 |
QHC Awards Distributed in Spin-off [Member] | |
Summary of Activity Related to Unvested Restricted Stock Awards | The following table provides a summary of the activity related to unvested QHC restricted stock awards distributed as part of the Spin-off to QHC and CHS employees (in shares): QHC Awards Distributed in Spin-off Unvested restricted stock awards at December 31, 2016 673,987 Vested (238,989 ) Forfeited (168,118 ) Unvested restricted stock awards at December 31, 2017 266,880 Vested (137,319 ) Forfeited (49,211 ) Unvested restricted stock awards at December 31, 2018 80,350 Vested (61,150 ) Forfeited (19,200 ) Unvested restricted stock awards at December 31, 2019 — |
QHC Restricted Stock Awards Granted Following Spin-off [Member] | |
Summary of Activity Related to Unvested Restricted Stock Awards | The following table provides a summary of the activity related to unvested restricted stock awards that were granted to QHC employees subsequent to the Spin-off: QHC Awards Granted Subsequent to Spin-off Weighted- Average Grant Date Fair Value Shares Per Share Unvested restricted stock awards at December 31, 2016 1,081,005 $ 12.77 Granted 1,142,571 7.54 Vested (282,582 ) 12.77 Forfeited (161,506 ) 10.90 Unvested restricted stock awards at December 31, 2017 1,779,488 9.58 Granted 1,616,707 6.10 Vested (847,573 ) 9.80 Forfeited (341,505 ) 9.01 Unvested restricted stock awards at December 31, 2018 2,207,117 7.04 Granted 1,699,346 1.76 Vested (897,547 ) 7.72 Forfeited (330,525 ) 8.00 Unvested restricted stock awards at December 31, 2019 2,678,391 $ 3.34 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of Components of Net Periodic Benefit Costs | The following table provides a summary of the components of net periodic benefit costs (in thousands): Year Ended December 31, 2019 2018 2017 Service cost $ 666 $ 904 $ 1,347 Interest cost 120 248 299 Amortizations: Prior service cost (credit) 379 379 396 Net (gain) loss (212 ) (302 ) 3 Total net periodic benefit cost $ 953 $ 1,229 $ 2,045 |
Summary of Weighted-Average Assumptions Used | The following table provides a summary of the weighted-average assumptions used by the Company to determine its net periodic benefit costs: Year Ended December 31, 2019 2018 2017 Discount rate 3.9 % 3.3 % 3.6 % Rate of compensation increase 2.5 % 2.0 % 2.0 % The following table provides a summary of the weighted-average assumptions used by the Company to determine its benefit obligation: December 31, 2019 2018 Discount rate 3.1 % 3.9 % Rate of compensation increase 2.5 % 2.0 % |
Summary of Changes Recognized in Other Comprehensive Income (Loss) | The following table provides a summary of the c hanges recognized in other comprehensive income (loss) (in thousands): December 31, 2019 2018 2017 Prior service cost (credit) $ — $ — $ — Net loss (gain) arising during period 587 (2,947 ) (146 ) Amounts recognized as a component of net periodic benefit cost: Amortization or curtailment recognition of prior service (cost) credit (379 ) (379 ) (396 ) Amortization or settlement recognition of net gain (loss) 212 302 (3 ) Total recognized in other comprehensive loss (income) $ 420 $ (3,024 ) $ (545 ) |
Summary of Changes in Benefit Obligation | The following table provides a summary of the changes in the benefit obligation (in thousands): December 31, 2019 2018 Benefit obligation at beginning of period $ 3,071 $ 8,659 Service cost 666 904 Interest cost 120 248 Benefits paid — (3,793 ) Actuarial (gain) loss 587 (2,947 ) Benefit obligation at end of period $ 4,444 $ 3,071 |
Summary of Company's Expected Future Benefit Payments | The following table provides a summary of the Company’s expected future benefit payments for each of the next five years and the five years thereafter (in thousands): 2020 $ — 2021 — 2022 — 2023 — 2024 — Five years thereafter 1,540 Total expected future benefit payments $ 1,540 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 11,640 $ 22,364 $ 11,640 $ 22,364 All other self-insurance reserves — — 4,953 26,339 Total insurance reserves for professional and general liability 11,640 22,364 16,593 48,703 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 1,110 10,021 1,110 10,021 All other self-insurance reserves — — 1,988 4,127 Total insurance reserves for workers' compensation liability 1,110 10,021 3,098 14,148 Total self-insurance reserves $ 12,750 $ 32,385 $ 19,691 $ 62,851 December 31, 2018 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 20,200 $ 34,535 $ 20,200 $ 34,535 All other self-insurance reserves — — 5,195 48,293 Total insurance reserves for professional and general liability 20,200 34,535 25,395 82,828 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 1,412 12,118 1,412 12,118 All other self-insurance reserves — — 2,525 4,701 Total insurance reserves for workers' compensation liability 1,412 12,118 3,937 16,819 Total self-insurance reserves $ 21,612 $ 46,653 $ 29,332 $ 99,647 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 (in thousands, except earnings per share and shares): 2019 Quarters 1st 2nd 3rd 4th Net operating revenues $ 442,805 $ 442,170 $ 419,900 $ 384,751 Net income (loss) $ (38,606 ) (16,477 ) (75,192 ) (31,641 ) Less: Net income (loss) attributable to noncontrolling interests 400 396 736 479 Net income (loss) attributable to Quorum Health Corporation $ (39,006 ) $ (16,873 ) $ (75,928 ) $ (32,120 ) Earnings (loss) per share attributable to Quorum Health Corporation stockholders: Basic and diluted $ (1.33 ) $ (0.56 ) $ (2.52 ) $ (1.06 ) Weighted-average common shares outstanding: Basic and diluted 29,438,015 30,001,208 30,178,229 30,192,366 2018 Quarters 1st 2nd 3rd 4th Net operating revenues $ 486,820 $ 472,632 $ 460,507 $ 458,630 Net income (loss) (98,487 ) (25,941 ) (53,886 ) (19,920 ) Less: Net income (loss) attributable to noncontrolling interests 481 665 54 814 Net income (loss) attributable to Quorum Health Corporation $ (98,968 ) $ (26,606 ) $ (53,940 ) $ (20,734 ) Earnings (loss) per share attributable to Quorum Health Corporation stockholders: Basic and diluted $ (3.48 ) $ (0.92 ) $ (1.85 ) $ (0.71 ) Weighted-average common shares outstanding: Basic and diluted 28,454,336 28,995,564 29,215,823 29,227,634 |
Guarantor and Non-Guarantor S_2
Guarantor and Non-Guarantor Supplemental Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating Statement of Income (Loss) | Condensed Consolidating Statement of Income (Loss) Year Ended December 31, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 1,252,268 $ 437,358 $ — $ 1,689,626 Operating costs and expenses: Salaries and benefits — 552,837 285,194 — 838,031 Supplies — 129,988 64,994 — 194,982 Other operating expenses 120 404,775 97,114 — 502,009 Depreciation and amortization — 43,273 14,340 — 57,613 Lease costs and rent — 24,992 19,329 — 44,321 Electronic health records incentives — 599 (7 ) — 592 Legal, professional and settlement costs — 9,564 113 — 9,677 Impairment of long-lived assets and goodwill — 42,820 — — 42,820 Loss (gain) on sale of hospitals, net — 3,080 8 — 3,088 Loss on closure of hospitals, net — 24,883 — — 24,883 Total operating costs and expenses 120 1,236,811 481,085 — 1,718,016 Income (loss) from operations (120 ) 15,457 (43,727 ) — (28,390 ) Interest expense, net 130,912 1,473 (25 ) — 132,360 Equity in earnings of affiliates 31,870 (9,562 ) — (22,308 ) — Income (loss) before income taxes (162,902 ) 23,546 (43,702 ) 22,308 (160,750 ) Provision for (benefit from) income taxes 1,025 557 (416 ) — 1,166 Net income (loss) (163,927 ) 22,989 (43,286 ) 22,308 (161,916 ) Less: Net income (loss) attributable to noncontrolling interests — — 2,011 — 2,011 Net income (loss) attributable to Quorum Health Corporation $ (163,927 ) $ 22,989 $ (45,297 ) $ 22,308 $ (163,927 ) Condensed Consolidating Statement of Income (Loss) Year Ended December 31, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 1,434,727 $ 443,862 $ — $ 1,878,589 Operating costs and expenses: Salaries and benefits — 638,032 291,905 — 929,937 Supplies — 150,752 62,994 — 213,746 Other operating expenses 1,912 462,786 110,335 — 575,033 Depreciation and amortization — 53,704 14,290 — 67,994 Lease costs and rent — 27,106 19,923 — 47,029 Electronic health records incentives — (593 ) (396 ) — (989 ) Legal, professional and settlement costs — 11,771 203 — 11,974 Impairment of long-lived assets and goodwill — 75,338 1,800 — 77,138 Loss (gain) on sale of hospitals, net — 9,011 (6 ) — 9,005 Loss on closure of hospitals, net — 18,195 478 — 18,673 Total operating costs and expenses 1,912 1,446,102 501,526 — 1,949,540 Income (loss) from operations (1,912 ) (11,375 ) (57,664 ) — (70,951 ) Interest expense, net 129,452 (1,285 ) (37 ) — 128,130 Equity in earnings of affiliates 69,445 30,569 — (100,014 ) — Income (loss) before income taxes (200,809 ) (40,659 ) (57,627 ) 100,014 (199,081 ) Provision for (benefit from) income taxes (561 ) (368 ) 82 — (847 ) Net income (loss) (200,248 ) (40,291 ) (57,709 ) 100,014 (198,234 ) Less: Net income (loss) attributable to noncontrolling interests — — 2,014 — 2,014 Net income (loss) attributable to Quorum Health Corporation $ (200,248 ) $ (40,291 ) $ (59,723 ) $ 100,014 $ (200,248 ) Condensed Consolidating Statement of Income (Loss) Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues $ — $ 1,815,355 $ 512,300 $ — $ 2,327,655 Provision for bad debts — 215,021 40,464 — 255,485 Net operating revenues — 1,600,334 471,836 — 2,072,170 Operating costs and expenses: Salaries and benefits — 715,713 319,084 — 1,034,797 Supplies — 182,172 68,351 — 250,523 Other operating expenses 3,002 504,809 115,252 — 623,063 Depreciation and amortization — 68,770 13,385 — 82,155 Lease costs and rent — 29,923 20,307 — 50,230 Electronic health records incentives — (3,681 ) (1,064 ) — (4,745 ) Legal, professional and settlement costs — 6,001 — — 6,001 Impairment of long-lived assets — 47,281 — — 47,281 Loss (gain) on sale of hospitals, net — — (5,243 ) — (5,243 ) Transaction costs related to the Spin-off — 195 58 — 253 Total operating costs and expenses 3,002 1,551,183 530,130 — 2,084,315 Income (loss) from operations (3,002 ) 49,151 (58,294 ) — (12,145 ) Interest expense, net 124,060 (2,054 ) 71 — 122,077 Equity in earnings of affiliates 15,291 29,673 — (44,964 ) — Income (loss) before income taxes (142,353 ) 21,532 (58,365 ) 44,964 (134,222 ) Provision for (benefit from) income taxes (28,163 ) (3,508 ) 9,806 — (21,865 ) Net income (loss) (114,190 ) 25,040 (68,171 ) 44,964 (112,357 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,833 — 1,833 Net income (loss) attributable to Quorum Health Corporation $ (114,190 ) $ 25,040 $ (70,004 ) $ 44,964 $ (114,190 ) |
Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) | Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (163,927 ) $ 22,989 $ (43,286 ) $ 22,308 $ (161,916 ) Amortization and recognition of unrecognized pension cost components, net of income taxes (400 ) (400 ) — 400 (400 ) Comprehensive income (loss) (164,327 ) 22,589 (43,286 ) 22,708 (162,316 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 2,011 — 2,011 Comprehensive income (loss) attributable to Quorum Health Corporation $ (164,327 ) $ 22,589 $ (45,297 ) $ 22,708 $ (164,327 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (200,248 ) $ (40,291 ) $ (57,709 ) $ 100,014 $ (198,234 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 2,715 2,715 — (2,715 ) 2,715 Comprehensive income (loss) (197,533 ) (37,576 ) (57,709 ) 97,299 (195,519 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 2,014 — 2,014 Comprehensive income (loss) attributable to Quorum Health Corporation $ (197,533 ) $ (37,576 ) $ (59,723 ) $ 97,299 $ (197,533 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (114,190 ) $ 25,040 $ (68,171 ) $ 44,964 $ (112,357 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 804 804 — (804 ) 804 Comprehensive income (loss) (113,386 ) 25,844 (68,171 ) 44,160 (111,553 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,833 — 1,833 Comprehensive income (loss) attributable to Quorum Health Corporation $ (113,386 ) $ 25,844 $ (70,004 ) $ 44,160 $ (113,386 ) |
Schedule of Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheet December 31, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,241 $ 1,811 $ 93 $ — $ 3,145 Patient accounts receivable — 199,017 87,884 — 286,901 Inventories — 29,465 9,282 — 38,747 Prepaid expenses 33 14,477 5,096 — 19,606 Due from third-party payors — 27,981 5,404 — 33,385 Other current assets 183 18,246 8,830 — 27,259 Total current assets 1,457 290,997 116,589 — 409,043 Intercompany receivable 3 851,856 453,195 (1,305,054 ) — Property and equipment, net — 356,022 135,994 — 492,016 Goodwill — 225,628 166,096 — 391,724 Intangible assets, net — 43,565 5,590 — 49,155 Operating lease right-of-use assets — 41,708 32,627 — 74,335 Other long-term assets — 57,440 18,172 — 75,612 Net investment in subsidiaries 1,400,048 — — (1,400,048 ) — Total assets $ 1,401,508 $ 1,867,216 $ 928,263 $ (2,705,102 ) $ 1,491,885 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ 1,209,793 $ 1,555 $ 137 $ — $ 1,211,485 Current portion of operating lease liabilities — 14,132 8,374 — 22,506 Accounts payable 115 126,030 30,524 — 156,669 Accrued liabilities: Accrued salaries and benefits — 33,721 18,010 — 51,731 Accrued interest 21,066 — — — 21,066 Due to third-party payors — 35,983 8,025 — 44,008 Other current liabilities 147 28,914 14,268 — 43,329 Total current liabilities 1,231,121 240,335 79,338 — 1,550,794 Long-term debt — 20,902 86 — 20,988 Long-term operating lease liabilities — 27,642 24,959 — 52,601 Intercompany payable 413,920 453,198 437,936 (1,305,054 ) — Deferred income tax liabilities, net 7,683 — — — 7,683 Other long-term liabilities — 178,296 24,524 (109,285 ) 93,535 Total liabilities 1,652,724 920,373 566,843 (1,414,339 ) 1,725,601 Redeemable noncontrolling interests — — 2,278 — 2,278 Equity: Quorum Health Corporation stockholders' equity (deficit): Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 561,541 1,055,561 713,242 (1,768,803 ) 561,541 Accumulated other comprehensive income (loss) 359 397 (38 ) (359 ) 359 Accumulated deficit (813,119 ) (109,115 ) (369,284 ) 478,399 (813,119 ) Total Quorum Health Corporation stockholders' equity (deficit) (251,216 ) 946,843 343,920 (1,290,763 ) (251,216 ) Nonredeemable noncontrolling interests — — 15,222 — 15,222 Total equity (deficit) (251,216 ) 946,843 359,142 (1,290,763 ) (235,994 ) Total liabilities and equity $ 1,401,508 $ 1,867,216 $ 928,263 $ (2,705,102 ) $ 1,491,885 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 |
Schedule of Condensed Consolidating Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2019 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (110,050 ) $ 134,697 $ (57,517 ) $ — $ (32,870 ) Cash flows from investing activities: Capital expenditures for property and equipment — (31,852 ) (7,576 ) — (39,428 ) Capital expenditures for software — (6,081 ) (2,125 ) — (8,206 ) Acquisitions, net of cash acquired — — (565 ) — (565 ) Proceeds from the sale of hospitals — 52,734 — — 52,734 Other investing activities, net — 524 3,050 — 3,574 Changes in intercompany balances with affiliates, net — (146,651 ) — 146,651 — Net cash provided by (used in) investing activities — (131,326 ) (7,216 ) 146,651 8,109 Cash flows from financing activities: Borrowings under revolving credit facilities 640,000 — — — 640,000 Repayments under revolving credit facilities (557,000 ) — — — (557,000 ) Borrowings of long-term debt — 255 25 — 280 Repayments of long-term debt (52,415 ) (1,720 ) (135 ) — (54,270 ) Payments on purchase contracts — (962 ) — — (962 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (590 ) — — (590 ) Cash distributions to noncontrolling investors — — (2,755 ) — (2,755 ) Changes in intercompany balances with affiliates, net 79,497 — 67,154 (146,651 ) — Net cash provided by (used in) financing activities 110,082 (3,017 ) 64,289 (146,651 ) 24,703 Net change in cash and cash equivalents 32 354 (444 ) — (58 ) Cash and cash equivalents at beginning of period 1,209 1,457 537 — 3,203 Cash and cash equivalents at end of period $ 1,241 $ 1,811 $ 93 $ — $ 3,145 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (123,211 ) $ 156,108 $ 6,607 $ — $ 39,504 Cash flows from investing activities: Capital expenditures for property and equipment — (27,781 ) (18,101 ) — (45,882 ) Capital expenditures for software — (2,471 ) (191 ) — (2,662 ) Acquisitions, net of cash acquired — (42 ) (79 ) — (121 ) Proceeds from the sale of hospitals — 39,325 1,523 — 40,848 Other investing activities, net — (406 ) (83 ) — (489 ) Changes in intercompany balances with affiliates, net — (164,186 ) — 164,186 — Net cash provided by (used in) investing activities — (155,561 ) (16,931 ) 164,186 (8,306 ) Cash flows from financing activities: Borrowings under revolving credit facilities 490,000 — — — 490,000 Repayments under revolving credit facilities (476,000 ) — — — (476,000 ) Borrowings of long-term debt — — 105 — 105 Repayments of long-term debt (40,407 ) (1,316 ) (195 ) — (41,918 ) Payments of debt issuance costs (2,268 ) — — — (2,268 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,996 ) — — (1,996 ) Cash distributions to noncontrolling investors — — (1,535 ) — (1,535 ) Changes in intercompany balances with affiliates, net 152,044 — 12,142 (164,186 ) — Net cash provided by (used in) financing activities 123,369 (3,312 ) 10,517 (164,186 ) (33,612 ) Net change in cash and cash equivalents 158 (2,765 ) 193 — (2,414 ) Cash and cash equivalents at beginning of period 1,051 4,222 344 — 5,617 Cash and cash equivalents at end of period $ 1,209 $ 1,457 $ 537 $ — $ 3,203 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (121,079 ) $ 206,248 $ (18,199 ) $ — $ 66,970 Cash flows from investing activities: Capital expenditures for property and equipment — (24,777 ) (36,753 ) — (61,530 ) Capital expenditures for software — (6,090 ) (808 ) — (6,898 ) Acquisitions, net of cash acquired — (29 ) (1,891 ) — (1,920 ) Proceeds from the sale of hospitals — 11,925 20,156 — 32,081 Changes in intercompany balances with affiliates, net — (183,829 ) — 183,829 — Net cash provided by (used in) investing activities — (202,800 ) (19,296 ) 183,829 (38,267 ) Cash flows from financing activities: Borrowings under revolving credit facilities 508,000 — — — 508,000 Repayments under revolving credit facilities (508,000 ) — — — (508,000 ) Borrowings of long-term debt — 376 — — 376 Repayments of long-term debt (37,261 ) (1,592 ) (342 ) — (39,195 ) Payments of debt issuance costs (3,119 ) — — — (3,119 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,508 ) — — (1,508 ) Cash distributions to noncontrolling investors — — (3,851 ) — (3,851 ) Purchases of shares from noncontrolling investors — — (1,244 ) — (1,244 ) Changes in intercompany balances with affiliates, net 140,901 — 42,928 (183,829 ) — Net cash provided by (used in) financing activities 100,521 (2,724 ) 37,491 (183,829 ) (48,541 ) Net change in cash and cash equivalents (20,558 ) 724 (4 ) — (19,838 ) Cash and cash equivalents at beginning of period 21,609 3,498 348 — 25,455 Cash and cash equivalents at end of period $ 1,051 $ 4,222 $ 344 $ — $ 5,617 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) | Apr. 06, 2020USD ($) | Jan. 01, 2019USD ($) | Apr. 29, 2016Hospital | Dec. 31, 2019USD ($)Hospitalstatebed | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Hospitalstatebed | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)Hospital | Dec. 31, 2014Hospital |
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Number of hospitals owned or leased | Hospital | 24 | 24 | |||||||||||||
Number of states in which entity operates | state | 14 | 14 | |||||||||||||
Number of licensed beds | bed | 1,995 | 1,995 | |||||||||||||
Plan of reorganization, date filed with bankruptcy court | Apr. 7, 2020 | ||||||||||||||
Plan of reorganization, date plan expected to be confirmed | Jun. 21, 2020 | ||||||||||||||
Plan of reorganization, date plan expected to be effective | Jun. 21, 2020 | ||||||||||||||
Provision for bad debts | $ 0 | $ 0 | $ 255,485,000 | ||||||||||||
Number of divested hospitals with uncollectible receivable adjustment | Hospital | 6 | ||||||||||||||
Increase (decrease) in net operating revenues during period for transaction price adjustments related to estimated cost report settlements | 2,200,000 | (300,000) | $ 2,000,000 | ||||||||||||
Net operating revenues | $ 384,751,000 | $ 419,900,000 | $ 442,170,000 | $ 442,805,000 | $ 458,630,000 | $ 460,507,000 | $ 472,632,000 | $ 486,820,000 | 1,689,626,000 | 1,878,589,000 | 2,072,170,000 | ||||
Gross amounts of charity care revenues | 22,700,000 | 33,000,000 | 34,000,000 | ||||||||||||
Charity care service costs | 3,700,000 | 5,500,000 | $ 5,600,000 | ||||||||||||
Number of hospitals divested | Hospital | 7 | ||||||||||||||
Accounts receivable, net of contractual allowances | 286,901,000 | 322,608,000 | 286,901,000 | 322,608,000 | |||||||||||
General and administrative costs | 45,800,000 | 65,900,000 | $ 52,700,000 | ||||||||||||
Severance Costs | 3,018,000 | 9,355,000 | 2,543,000 | ||||||||||||
Electronic health records incentives earned | (600,000) | 1,000,000 | 4,700,000 | ||||||||||||
Operating lease right-of-use assets | 74,335,000 | 0 | 74,335,000 | 0 | |||||||||||
Operating lease liabilities | 75,107,000 | $ 75,107,000 | |||||||||||||
Acquired finite-lived intangible asset, residual value | 0 | 0 | |||||||||||||
New date of annual goodwill impairment test | The Company performs its annual testing for impairment of goodwill in the fourth quarter of each year. | ||||||||||||||
Noncontrolling interests and redeemable noncontrolling interests | The Company’s consolidated 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 | ||||||||||||||
Accrued Salaries and Benefits [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Undiscounted reserve for self-insured employee health benefits | 7,800,000 | 10,400,000 | $ 7,800,000 | $ 10,400,000 | |||||||||||
Cloud Computing Arrangements [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Capitalized cloud computing costs amortization period | 5 years | ||||||||||||||
Cloud Computing Arrangements [Member] | Other Long-term Investments [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Implementation costs capitalized | $ 5,800,000 | $ 5,800,000 | |||||||||||||
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 | ||||||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Operating lease right-of-use assets | $ 93,700,000 | ||||||||||||||
Operating lease liabilities | 95,600,000 | ||||||||||||||
Cumulative effect adjustment that increased accumulated deficit | $ 700,000 | ||||||||||||||
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 | ||||||||||||||
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 | ||||||||||||||
Land Improvements [Member] | Minimum [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Estimated useful life of asset | 3 years | ||||||||||||||
Land Improvements [Member] | Maximum [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Estimated useful life of asset | 20 years | ||||||||||||||
Buildings and Improvements [Member] | Minimum [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Estimated useful life of asset | 5 years | ||||||||||||||
Buildings and Improvements [Member] | Maximum [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Estimated useful life of asset | 40 years | ||||||||||||||
Equipment and Fixtures [Member] | Minimum [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Estimated useful life of asset | 3 years | ||||||||||||||
Equipment and Fixtures [Member] | Maximum [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Estimated useful life of asset | 18 years | ||||||||||||||
Real Estate Leases [Member] | Minimum [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Operating lease, initial term | 5 years | 5 years | |||||||||||||
Operating lease, renewal term | 5 years | 5 years | |||||||||||||
Real Estate Leases [Member] | Maximum [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Operating lease, initial term | 10 years | 10 years | |||||||||||||
Operating lease, renewal term | 10 years | 10 years | |||||||||||||
Equipment Leases [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Operating lease, initial term | 3 years | 3 years | |||||||||||||
General and Administrative Expense [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Severance Costs | $ 1,300,000 | $ 7,800,000 | 600,000 | ||||||||||||
Illinois [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Number of hospitals owned or leased | Hospital | 7 | 7 | |||||||||||||
Net operating revenues | $ 637,978,000 | 732,178,000 | 755,009,000 | ||||||||||||
California Hospital Quality Assurance Fee [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Operating revenues, net of provider taxes | 17,100,000 | 25,900,000 | 22,000,000 | ||||||||||||
Illinois Hospital Credit Program [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Net operating revenues | 7,600,000 | 7,300,000 | |||||||||||||
Reduction in other operating expenses | 7,800,000 | ||||||||||||||
Medicare [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Net operating revenues | 480,475,000 | 532,097,000 | 613,846,000 | ||||||||||||
Accounts receivable, net of contractual allowances | $ 47,600,000 | 58,200,000 | 47,600,000 | 58,200,000 | |||||||||||
Medicaid [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Net operating revenues | 351,297,000 | 352,111,000 | 417,656,000 | ||||||||||||
Medicaid [Member] | Illinois [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Accounts receivable, net of contractual allowances | $ 18,300,000 | $ 24,500,000 | 18,300,000 | 24,500,000 | |||||||||||
Uncollectible Receivables [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Provision for bad debts | 21,000,000 | ||||||||||||||
Subsequent Event [Member] | Equity Commitment Agreement [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Stockholders' Equity, Period Increase | $ 200,000,000 | ||||||||||||||
Senior Credit Facility [Member] | Subsequent Event [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Extinguishment of debt, amount | $ 500,000,000 | ||||||||||||||
Plan of reorganization, description of equity securities to be issued | In exchange for the extinguishment of their claims under the Senior Notes, the Reorganized QHC will issue to the holders of the Senior Notes 100% of the shares of new common stock of the Reorganized QHC, subject to dilution for certain issuances of new common stock. | ||||||||||||||
Hospital Operations Reporting Unit [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Net operating revenues | $ 1,626,681,000 | $ 1,808,741,000 | $ 1,987,973,000 | ||||||||||||
Sales Revenue, Segment [Member] | Segment Concentration Risk [Member] | Hospital Operations Reporting Unit [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Concentration risk, percentage | 95.00% | ||||||||||||||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Medicare [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Concentration risk, percentage | 16.60% | 18.00% | |||||||||||||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Medicaid [Member] | Illinois [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Concentration risk, percentage | 6.40% | 7.60% | |||||||||||||
Spin-off from CHS [Member] | |||||||||||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||||||||||||||
Number of hospitals owned or leased | Hospital | 38 | ||||||||||||||
Percentage ownership of number of stock shares held by the parent | 100.00% | ||||||||||||||
Record date for stockholders of the parent to be eligible to receive share distribution in spin-off | Apr. 22, 2016 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Summary of Net Operating Revenues by Payor Source) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Net operating revenues | $ 384,751 | $ 419,900 | $ 442,170 | $ 442,805 | $ 458,630 | $ 460,507 | $ 472,632 | $ 486,820 | $ 1,689,626 | $ 1,878,589 | $ 2,072,170 |
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] | |||||||||||
Net operating revenues | $ 480,475 | $ 532,097 | $ 613,846 | ||||||||
Medicare [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Concentration risk, percentage | 28.40% | 28.30% | 29.60% | ||||||||
Medicaid [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Net operating revenues | $ 351,297 | $ 352,111 | $ 417,656 | ||||||||
Medicaid [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Concentration risk, percentage | 20.80% | 18.70% | 20.20% | ||||||||
Managed Care and Commercial Plans [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Net operating revenues | $ 673,770 | $ 754,572 | $ 788,943 | ||||||||
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 | 39.90% | 40.20% | 38.10% | ||||||||
Self-Pay and Self-Pay After Insurance [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Net operating revenues | $ 109,515 | $ 157,435 | $ 154,402 | ||||||||
Self-Pay and Self-Pay After Insurance [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Concentration risk, percentage | 6.50% | 8.40% | 7.40% | ||||||||
Non-Patient [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Net operating revenues | $ 74,569 | $ 82,374 | $ 97,323 | ||||||||
Non-Patient [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Concentration risk, percentage | 4.40% | 4.40% | 4.70% |
Basis of Presentation and Sig_6
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, 2019 | Dec. 31, 2018 |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | $ 33,385 | $ 63,443 |
Due to third-party payors | 44,008 | 45,852 |
Previous Program Reimbursements and Final Cost Report Settlements [Member] | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | 11,654 | 14,374 |
Due to third-party payors | 37,214 | 32,174 |
State Supplemental Payment Programs [Member] | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | 21,731 | 49,069 |
Due to third-party payors | $ 6,794 | $ 13,678 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies (Summary of Portion of Medicaid Reimbursements Included in Consolidated Statements of Income that are Attributable to State Supplemental Payment Programs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Medicaid state supplemental payment program revenues | $ 384,751 | $ 419,900 | $ 442,170 | $ 442,805 | $ 458,630 | $ 460,507 | $ 472,632 | $ 486,820 | $ 1,689,626 | $ 1,878,589 | $ 2,072,170 |
Provider taxes and other expenses | 89,149 | 131,840 | 131,734 | ||||||||
State Supplemental Payment Programs [Member] | |||||||||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | |||||||||||
Medicaid state supplemental payment program revenues | 173,122 | 200,036 | 211,448 | ||||||||
Provider taxes and other expenses | 68,252 | 74,709 | 75,388 | ||||||||
Reimbursements attributable to state supplemental payment programs, net of expenses | $ 104,870 | $ 125,327 | $ 136,060 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies (Summary of Changes in Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Notes And Loans Receivable [Line Items] | |||
Balance at beginning of period | $ 0 | $ 352,509 | $ 360,796 |
Provision for bad debts | 0 | 0 | 255,485 |
Amounts written off, net of recoveries | 0 | 0 | (263,772) |
Balance at end of period | 0 | 0 | 352,509 |
Accounting Standard Update 2014-09 [Member] | Impact of Adoption of ASC 606 [Member] | |||
Accounts Notes And Loans Receivable [Line Items] | |||
Impact of adoption of ASC 606 | $ 0 | $ (352,509) | $ 0 |
Basis of Presentation and Sig_9
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, 2019USD ($)Hospital | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Hospital | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Concentration Risk [Line Items] | |||||||||||
Number of hospitals owned or leased | Hospital | 24 | 24 | |||||||||
Total net operating revenues before the provision for bad debts, Amount | $ | $ 384,751 | $ 419,900 | $ 442,170 | $ 442,805 | $ 458,630 | $ 460,507 | $ 472,632 | $ 486,820 | $ 1,689,626 | $ 1,878,589 | $ 2,072,170 |
Illinois [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of hospitals owned or leased | Hospital | 7 | 7 | |||||||||
Total net operating revenues before the provision for bad debts, Amount | $ | $ 637,978 | $ 732,178 | $ 755,009 | ||||||||
Illinois [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 39.50% | 40.80% | 38.20% | ||||||||
Oregon [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of hospitals owned or leased | Hospital | 1 | 1 | |||||||||
Total net operating revenues before the provision for bad debts, Amount | $ | $ 244,590 | $ 238,336 | $ 212,842 | ||||||||
Oregon [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 15.10% | 13.30% | 10.80% | ||||||||
California [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of hospitals owned or leased | Hospital | 1 | 1 | |||||||||
Total net operating revenues before the provision for bad debts, Amount | $ | $ 144,593 | $ 179,653 | $ 182,030 | ||||||||
California [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 9.00% | 10.00% | 9.20% | ||||||||
Kentucky [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of hospitals owned or leased | Hospital | 3 | 3 | |||||||||
Total net operating revenues before the provision for bad debts, Amount | $ | $ 113,422 | $ 116,466 | $ 114,568 | ||||||||
Kentucky [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage | 7.00% | 6.50% | 5.80% |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies (Summary of Major Components of Other Operating Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Operating Expenses [Line Items] | |||
Taxes and insurance | $ 89,149 | $ 131,840 | $ 131,734 |
Repairs and maintenance | 37,261 | 36,954 | 41,048 |
Utilities | 21,306 | 23,660 | 27,324 |
Other miscellaneous operating expenses | 65,978 | 72,560 | 78,936 |
Other operating expenses | 502,009 | 575,033 | 623,063 |
Community Health Systems, Inc [Member] | |||
Other Operating Expenses [Line Items] | |||
Transition services agreements | 29,548 | 51,190 | 63,470 |
Purchased Services [Member] | |||
Other Operating Expenses [Line Items] | |||
Professional fees | 162,041 | 153,155 | 168,711 |
Medical Specialist Fees [Member] | |||
Other Operating Expenses [Line Items] | |||
Professional fees | $ 96,726 | $ 105,674 | $ 111,840 |
Impairment of Long-Lived Asse_3
Impairment of Long-Lived Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Impairment Of Long Lived Assets And Goodwill [Abstract] | |||
Property and equipment | $ 31,140 | $ 71,038 | $ 41,373 |
Capitalized software costs | 5,190 | 6,100 | 3,439 |
Medicare licenses | 0 | 0 | 540 |
Total Long-Lived Assets Impairment | 36,330 | 77,138 | 45,352 |
Goodwill | 6,490 | 0 | 1,929 |
Total Goodwill and Long-Lived Assets Impairment | $ 42,820 | $ 77,138 | $ 47,281 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Summary of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 391,724 | $ 401,073 | $ 409,229 |
All Other Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Current assets | 0 | 0 | 142 |
Property and equipment | 124 | 44 | 695 |
Goodwill | 441 | 77 | 1,211 |
Liabilities | 0 | 0 | (128) |
Total consideration paid | $ 565 | $ 121 | $ 1,920 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures (Narrative) (Details) $ in Thousands | Apr. 12, 2019USD ($)bed | Sep. 30, 2019USD ($)bed | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Proceeds from the sale of hospitals | $ 52,734 | $ 40,848 | $ 32,081 | ||
Loss (gain) on sale of hospitals, net | 3,088 | 9,005 | (5,243) | ||
Severance and salary continuation costs | 3,018 | 9,355 | 2,543 | ||
Goodwill written off | 3,300 | 9,826 | |||
Watsonville Community Hospital [Member] | California [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Number of beds in hospital sold | bed | 106 | ||||
Proceeds from the sale of hospitals | $ 45,700 | ||||
Pre-tax income (losses) from disposal of discontinued operation | (13,500) | 400 | 1,300 | ||
Loss (gain) on sale of hospitals, net | 1,900 | ||||
Notes Receivable, Related Parties | $ 5,000 | ||||
MetroSouth Medical Center [Member] | Illinois [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Pre-tax income (losses) from disposal of discontinued operation | (38,900) | (8,400) | (2,600) | ||
Number of beds in facilities where operation is ceased | bed | 314 | ||||
Business closure costs | 24,900 | ||||
Non Cash Losses Related To Write Down Of Assets | 7,200 | ||||
Severance and salary continuation costs | 6,300 | ||||
Other costs and fees related to termination of contracts and other miscellaneous costs | $ 11,400 | ||||
MetroSouth Medical Center [Member] | Illinois [Member] | Facility Closing [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Health records maintenance obligation term from year two onwards | 25 years | ||||
Annual cost related to closure beyond the current fiscal year | $ 200 | ||||
MetroSouth Medical Center [Member] | Illinois [Member] | Facility Closing [Member] | Minimum [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Additional annual cost that may be incurred to maintain existing facilities until they are sold | 2,200 | ||||
Scenic Mountain Medical Center [Member] | Texas [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Number of beds in hospital sold | bed | 146 | ||||
Proceeds from the sale of hospitals | $ 11,700 | ||||
Pre-tax income (losses) from disposal of discontinued operation | (7,500) | $ (2,900) | $ (700) | ||
Loss (gain) on sale of hospitals, net | 1,100 | ||||
Goodwill written off | $ 3,300 |
Property and Equipment (Summary
Property and Equipment (Summary of Components of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | $ 1,140,155 | $ 1,287,329 |
Less: Accumulated depreciation and amortization | (648,139) | (727,891) |
Total property and equipment, net | 492,016 | 559,438 |
Land and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 41,855 | 49,637 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 639,538 | 723,345 |
Equipment and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 441,950 | 498,139 |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | $ 16,812 | $ 16,208 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 42.1 | $ 49.3 | $ 58.6 |
Purchases of property and equipment accrued in accounts payable | $ 8.7 | $ 4.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Summary of Changes in Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill, beginning balance | $ 401,073 | $ 409,229 | |
Acquisitions | 441 | 77 | |
Divestitures | (3,300) | (9,826) | |
Reclass (to) from held for sale | 0 | 1,593 | |
Impairment | (6,490) | 0 | $ (1,929) |
Goodwill, ending balance | $ 391,724 | $ 401,073 | $ 409,229 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Goodwill Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | |||
Goodwill | $ 391,724 | $ 401,073 | $ 409,229 |
Goodwill accumulated impairment loss | 133,500 | 126,900 | |
Hospital Operations Reporting Unit [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 358,400 | 367,800 | |
Hospital Management Advisory and Healthcare Consulting Services Reporting Unit [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 33,300 | $ 33,300 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Summary of the Components of Intangible Assets ) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | $ 190,458 | $ 194,024 |
Accumulated Amortization | (146,437) | (150,849) |
Total finite-lived intangible assets, net | 44,021 | 43,175 |
Cost | 5,134 | 5,114 |
Total indefinite-lived intangible assets | 5,134 | 5,114 |
Cost | 195,592 | 199,138 |
Total intangible assets | 49,155 | 48,289 |
Trade Names [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 4,000 | 4,000 |
Total indefinite-lived intangible assets | 4,000 | 4,000 |
Licenses And Other Indefinite-Lived Intangible Assets [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 1,134 | 1,114 |
Total indefinite-lived intangible assets | 1,134 | 1,114 |
Capitalized Software Costs [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 143,985 | 145,795 |
Accumulated Amortization | (106,478) | (111,658) |
Total finite-lived intangible assets, net | 37,507 | 34,137 |
Physician Income Guarantee Contracts [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 3,261 | 5,008 |
Accumulated Amortization | (1,593) | (2,679) |
Total finite-lived intangible assets, net | 1,668 | 2,329 |
Other Finite-Lived Intangible Assets [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 43,212 | 43,221 |
Accumulated Amortization | (38,366) | (36,512) |
Total finite-lived intangible assets, net | $ 4,846 | $ 6,709 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Intangible Assets Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of long-lived assets | $ 36,330 | $ 77,138 | $ 45,352 |
Finite-lived intangible assets, gross | 190,458 | 194,024 | |
Capitalized Software Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of long-lived assets | 5,200 | 6,100 | |
Finite-lived intangible assets, gross | 143,985 | $ 145,795 | |
Capitalized Software Costs in Development Stage [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, gross | $ 13,600 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Summary of the Components of Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense related to finite-lived intangible assets | $ 12,517 | $ 15,411 | $ 20,505 |
Amortization of leasehold improvements and property and equipment assets held under finance lease obligations | 2,999 | 3,301 | 3,038 |
Total amortization expense | 15,516 | 18,712 | 23,543 |
Capitalized Software Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense related to finite-lived intangible assets | 8,945 | 10,991 | 15,879 |
Physician Income Guarantee Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense related to finite-lived intangible assets | 1,684 | 2,391 | 2,032 |
Other Finite-Lived Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization expense related to finite-lived intangible assets | $ 1,888 | $ 2,029 | $ 2,594 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets (Amortization Expense Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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 | 2 years 7 months 6 days |
Goodwill and Intangible Asset_8
Goodwill and Intangible Assets (Summary of Future Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 | $ 18,699 | |
2021 | 15,911 | |
2022 | 8,880 | |
2023 | 270 | |
2024 | 84 | |
Thereafter | 177 | |
Total finite-lived intangible assets, net | $ 44,021 | $ 43,175 |
Long-Term Debt (Summary of Comp
Long-Term Debt (Summary of Components of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt, excluding debt issuance costs and discounts | $ 1,258,016 | $ 1,229,011 |
Unamortized debt issuance costs and discounts | (25,543) | (35,537) |
Finance lease obligations | 22,261 | 23,386 |
Other debt | 419 | 874 |
Total debt | 1,232,473 | 1,193,474 |
Less: Current maturities of long-term debt | (1,211,485) | (1,697) |
Long-term debt | 20,988 | 1,191,777 |
Senior Notes, maturing 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, excluding debt issuance costs and discounts | 400,000 | 400,000 |
ABL Credit Facility, maturing 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, excluding debt issuance costs and discounts | 75,000 | 14,000 |
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, excluding debt issuance costs and discounts | 22,000 | 0 |
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, excluding debt issuance costs and discounts | $ 738,336 | $ 790,751 |
Long-Term Debt (DIP Facility Na
Long-Term Debt (DIP Facility Narrative) (Details) - D I P Facility $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |
DIP, Maximum Principle Amount | $ 60 |
DIP Facility, Amount | $ 100 |
Debt Instrument, Basis Spread on Variable Rate | 2.00% |
Debtor In Possession Description | The DIP Facility will mature upon the earlier to occur of (i) six month from the closing date of the DIP Facility, (ii) the acceleration of the loans and commitments outstanding under the DIP Facility, and (iii) the effective date of the Plan. |
Maximum [Member] | |
Debt Instrument [Line Items] | |
DIP, Maximum Principle Amount | $ 30 |
London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument [Line Items] | |
DIP Facility, Rate | 10.00% |
Long-Term Debt (Senior Credit F
Long-Term Debt (Senior Credit Facility Narrative) (Details) - USD ($) | Apr. 29, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 14, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Debt Instrument, Unamortized Discount | $ 24,536,000 | $ 24,536,000 | ||||
Secured net leverage ratio after December 31, 2019 | 335.00% | |||||
Leverage ratio to incur permitted additional debt description | 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. | |||||
Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Incremental term loan commitments | $ 100,000,000 | |||||
Secured net leverage ratio | 500.00% | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Leverage ratio to incur permitted additional debt after December 31, 2019 | 550.00% | |||||
Revolving Credit Facility, maturing 2021 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.53% | |||||
Senior Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Secured net leverage ratio to exercise incremental term loan commitments description | 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. | |||||
Letters of credit outstanding | $ 15,200,000 | |||||
Senior Credit Facility [Member] | CS Second Amendment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument agreement, date of amendment | Mar. 14, 2018 | |||||
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 | 9.14% | |||||
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] | 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 | $ 62,500,000 | $ 75,000,000 | $ 87,500,000 | ||
Debt Instrument, Maturity Date | Apr. 29, 2021 | |||||
Line of credit, outstanding balance | $ 22,000,000 | |||||
Line of credit, borrowing capacity | $ 25,300,000 | |||||
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% |
Long-Term Debt (Maximum Secured
Long-Term Debt (Maximum Secured Net Leverage Ratio Permitted) (Details) | Dec. 31, 2019 |
Minimum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 500.00% |
Senior Credit Facility [Member] | Period from July 1, 2018 to December 31, 2019 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 500.00% |
Senior Credit Facility [Member] | Period from January 1, 2020 and thereafter [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 450.00% |
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, 2019 |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000,000 | $ 36,000,000 |
Line of credit, outstanding balance | $ 75,000,000 | |
Line of Credit Facility, Maturity Date | Apr. 29, 2021 | |
Debt Instrument, Interest Rate, Effective Percentage | 5.53% | |
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% | |
Minimum Consolidated Fixed Charge Ratio required to be maintained if covenant trigger event occurs | 110.00% | |
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% | |
UBS Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument agreement, date of amendment | Apr. 11, 2017 |
Long-Term Debt (Senior Notes Na
Long-Term Debt (Senior Notes Narrative) (Details) - USD ($) | May 17, 2017 | Apr. 22, 2016 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Debt Instrument, Unamortized Discount | $ 24,536,000 | $ 24,536,000 | ||
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 | 12.49% | |||
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% | |||
Debt Instrument, Redemption Notice Period | 60 days | |||
Senior Notes, maturing 2023 [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Redemption Notice Period | 30 days | |||
Senior Notes, maturing 2023 [Member] | Initial Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 400,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 11.625% | |||
Debt instrument due date | 2023 | |||
Senior Notes, maturing 2023 [Member] | Exchange Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 11.625% | |||
Debt instrument due date | 2023 |
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, 2019 |
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 Re_2
Long-Term Debt (Summary of Redemption Dates and Prices of Senior Notes) (Parenthetical) (Details) - Senior Notes, maturing 2023 [Member] | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Debt issuance costs | $ 34,533 | $ 34,533 |
Debt discounts | 24,536 | 24,536 |
Total debt issuance costs and discounts at origination | 59,069 | 59,069 |
Less: Amortization of debt issuance costs and discounts | (33,526) | (23,532) |
Total unamortized debt issuance costs and discounts | $ 25,543 | $ 35,537 |
Long-Term Debt (Finance Lease O
Long-Term Debt (Finance Lease Obligations and Other Debt Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 22,261 | $ 23,386 |
New Corporate Office [Member] | Brentwood, Tennessee [Member] | ||
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 16,300 | $ 17,200 |
Long-Term Debt (Summary of Debt
Long-Term Debt (Summary of Debt Maturities for Each of Next Five Years and Thereafter) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 1,237,028 | |
2021 | 1,632 | |
2022 | 1,453 | |
2023 | 1,348 | |
2024 | 1,455 | |
Thereafter | 15,100 | |
Total debt, excluding unamortized debt issuance costs and discounts | $ 1,258,016 | $ 1,229,011 |
Long-Term Debt (Summary of Co_2
Long-Term Debt (Summary of Components of Interest Expense, Net) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs and discounts | $ 9,994 | $ 9,666 | $ 8,949 |
All other interest expense (income), net | 1,576 | (1,264) | (1,881) |
Interest expense, net | 132,360 | 128,130 | 122,077 |
Senior Notes, maturing 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 46,504 | 46,491 | 46,516 |
ABL Credit Facility, maturing 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 2,467 | 1,432 | 1,854 |
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | 549 | 267 | 528 |
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 71,270 | $ 71,538 | $ 66,111 |
Other Long-Term Assets and Ot_3
Other Long-Term Assets and Other Long-Term Liabilities (Summary of Major Components of Other Long-Term Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Assets Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term receivable | $ 22,364 | $ 34,535 |
Assets of deferred compensation plan | 15,907 | 14,980 |
Insurance reserves for workers' compensation liability, long-term receivable | 10,021 | 12,118 |
Cloud computing implementation costs | 5,786 | |
Notes receivable | 4,854 | 501 |
Other miscellaneous long-term assets | 16,680 | 12,172 |
Total other long-term assets | 75,612 | 74,306 |
Insurance Reserves Indemnified By CHS [Member] | ||
Other Assets Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term receivable | 22,364 | 34,535 |
Insurance reserves for workers' compensation liability, long-term receivable | $ 10,021 | $ 12,118 |
Other Long-Term Assets and Ot_4
Other Long-Term Assets and Other Long-Term Liabilities (Summary of Major Components of Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Liabilities Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term liability | $ 48,703 | $ 82,828 |
Insurance reserves for workers' compensation liability, long-term liability | 14,148 | 16,819 |
Benefit plan liabilities | 21,668 | 22,712 |
Software license liabilities | 6,092 | 0 |
Other miscellaneous long-term liabilities | 2,924 | 4,140 |
Total other long-term liabilities | 93,535 | 126,499 |
Professional and General Liability Insurance [Member] | ||
Other Liabilities Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term liability | $ 48,703 | $ 82,828 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Summary of Carrying Values and Estimated Fair Values of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding debt issuance costs and discounts, Carrying Amount | $ 1,258,016 | $ 1,229,011 |
Total long-term debt, excluding debt issuance costs and discounts, Estimated Fair Value | 1,186,662 | 1,206,065 |
ABL Credit Facility, maturing 2021 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding debt issuance costs and discounts, Carrying Amount | 75,000 | 14,000 |
Total long-term debt, excluding debt issuance costs and discounts, Estimated Fair Value | 75,000 | 14,000 |
Senior Notes, maturing 2023 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding debt issuance costs and discounts, Carrying Amount | 400,000 | 400,000 |
Total long-term debt, excluding debt issuance costs and discounts, Estimated Fair Value | 339,256 | 382,984 |
Other debt [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt, excluding debt issuance costs and discounts, Carrying Amount | 22,680 | 24,260 |
Total long-term debt, excluding debt issuance costs and discounts, Estimated Fair Value | 22,680 | 24,260 |
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 debt issuance costs and discounts, Carrying Amount | 22,000 | 0 |
Total long-term debt, excluding debt issuance costs and discounts, Estimated Fair Value | 22,000 | 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 debt issuance costs and discounts, Carrying Amount | 738,336 | 790,751 |
Total long-term debt, excluding debt issuance costs and discounts, Estimated Fair Value | $ 727,726 | $ 784,821 |
Leases (Summary of Components o
Leases (Summary of Components of Lease Costs and Rent) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating lease costs: | |||
Operating lease cost | $ 33,886 | ||
Variable lease cost | 2,516 | ||
Short-term rent expense | 7,919 | ||
Total operating lease costs | 44,321 | $ 47,029 | $ 50,230 |
Finance lease costs: | |||
Amortization of right-of-use assets | 1,556 | ||
Interest on lease liabilities | 1,514 | ||
Total finance lease costs | $ 3,070 |
Leases (Schedule of Balance She
Leases (Schedule of Balance Sheet Information Related to Finance Leases) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Finance lease costs: | |
Accumulated amortization | $ 7,273 |
Current finance lease liabilities | 1,415 |
Long-term finance lease liabilities | 20,846 |
Property and Equipment [Member] | |
Finance lease costs: | |
Finance lease ROU assets | 29,399 |
Current Maturities of Long-term Debt [Member] | |
Finance lease costs: | |
Current finance lease liabilities | 1,415 |
Long-term Debt [Member] | |
Finance lease costs: | |
Long-term finance lease liabilities | $ 20,846 |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information Related to Leases) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 33,884 |
Operating cash flows from finance leases | 1,316 |
Financing cash flows from finance leases | 1,395 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 9,543 |
Finance leases | $ 271 |
Leases (Schedule of Weighted-Av
Leases (Schedule of Weighted-Average Lease Terms and Discount Rates Used for Operating and Finance Leases) (Details) | Dec. 31, 2019 |
Weighted-average remaining lease term (years): | |
Operating leases | 5 years 1 month 6 days |
Finance leases | 7 years 2 months 12 days |
Weighted-average discount rate: | |
Operating leases | 10.30% |
Finance leases | 6.20% |
Leases (Summary of Lease Liabil
Leases (Summary of Lease Liability Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Lease | ||
2020 | $ 29,090 | |
2021 | 21,756 | |
2022 | 13,522 | |
2023 | 8,161 | |
2024 | 6,050 | |
Thereafter | 19,053 | |
Total lease payments | 97,632 | |
Less: Imputed interest | (22,525) | |
Total lease obligations | 75,107 | |
Less: Current portion | (22,506) | $ 0 |
Total long-term lease obligations | 52,601 | 0 |
Finance Leases | ||
2020 | 2,664 | |
2021 | 2,670 | |
2022 | 2,367 | |
2023 | 2,055 | |
2024 | 2,082 | |
Thereafter | 16,584 | |
Total lease payments | 28,422 | |
Less: Imputed interest | (6,161) | |
Total lease obligations | 22,261 | $ 23,386 |
Less: Current portion | (1,415) | |
Total long-term lease obligations | $ 20,846 |
Leases (Schedule of Future Comm
Leases (Schedule of Future Commitments Related to Non-Cancellable Operating and Capital Leases, Which Followed Lease Accounting Standard Prior to Adoption of ASC Topic 842) (Details) $ in Thousands | Dec. 31, 2018USD ($) | |
Operating Leases | ||
2019 | $ 34,885 | [1] |
2020 | 29,609 | [1] |
2021 | 20,098 | [1] |
2022 | 12,932 | [1] |
2023 | 7,588 | [1] |
Thereafter | 26,469 | [1] |
Total minimum future payments obligations | 131,581 | [1] |
Finance Leases | ||
2019 | 2,549 | |
2020 | 2,587 | |
2021 | 2,625 | |
2022 | 2,328 | |
2023 | 6,974 | |
Thereafter | 13,716 | |
Total minimum future payments obligations | 30,779 | |
Less: Imputed interest | (7,393) | |
Total capital lease obligations | 23,386 | |
Less: Current portion of capital lease obligations | (1,304) | |
Total long-term capital lease obligations | $ 22,082 | |
[1] | Minimum lease payments obligations have not been reduced by minimum sublease rentals due in the future of $0.8 million. |
Leases (Schedule of Future Co_2
Leases (Schedule of Future Commitments Related to Non-Cancellable Operating and Capital Leases, Which Followed Lease Accounting Standard Prior to Adoption of ASC Topic 842) (Parenthetical) (Details) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
Operating leases, future minimum sublease rentals due | $ 0.8 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)vote / shares$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 32,871,019 | 31,521,398 |
Common stock, shares outstanding | 32,871,019 | 31,521,398 |
Common stock, par value | $ / shares | $ 0.0001 | $ 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 do 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 | $ | $ 561,541 | $ 557,309 |
Spin-off from CHS [Member] | ||
Class Of Stock [Line Items] | ||
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 341 | 433 | 271 |
Total provision for (benefit from) current income taxes | 341 | 433 | 271 |
Deferred: | |||
Federal | (134) | (1,340) | (22,540) |
State | 959 | 60 | 404 |
Total provision for (benefit from) deferred income taxes | 825 | (1,280) | (22,136) |
Total provision for (benefit from) income taxes | $ 1,166 | $ (847) | $ (21,865) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax rate, percent | 21.00% | 21.00% | 35.00% |
Tax Cuts and Jobs Act of 2017, incomplete accounting, provisional income tax benefit | $ 24,000 | ||
Tax Cuts and Jobs Act of 2017, incomplete accounting, change in tax rate, deferred tax liability, income tax benefit | 10,900 | ||
Tax Cuts and Job Acts of 2017, change in deferred Tax assets valuation allowance, income tax benefit | $ 0 | $ 845 | $ 13,121 |
Estimated interest expense in excess of deductibility limitation amount | 99,600 | $ 94,200 | |
Interest expense in excess of deductibility limitation amount carryforward | $ 193,800 |
Income Taxes (Schedule of Recon
Income Taxes (Schedule of Reconciliation of Provision for (Benefit from) Income Taxes Utilizing Statutory Federal Income Tax Rate to Effective Income Tax Rate) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Provision for (benefit from) income taxes at statutory federal tax rate, Amount | $ (33,757) | $ (41,807) | $ (46,978) |
State income taxes, net of federal income tax benefit, Amount | (5,018) | (11,993) | (6,137) |
Net (income) loss attributable to noncontrolling interests, Amount | (422) | (423) | (641) |
Non-deductible goodwill and Spin-off costs, Amount | 2,056 | 151 | 535 |
Compensation limited under IRC Section 162(m), Amount | 113 | 1,887 | 0 |
Other deferred compensation | (5,010) | 0 | 0 |
Other permanent items, Amount | 207 | 306 | 0 |
Tax credits, Amount | (642) | (275) | 0 |
Change in valuation allowance, Amount | 45,085 | 52,206 | 53,470 |
Change in rate due to Tax Act, Amount | 0 | 0 | (10,934) |
Change in valuation allowance due to Tax Act, Amount | 0 | (845) | (13,121) |
All other items, Amount | (1,446) | (54) | 1,941 |
Total provision for (benefit from) income taxes | $ 1,166 | $ (847) | $ (21,865) |
Income tax rate, percent | 21.00% | 21.00% | 35.00% |
State income taxes, net of federal income tax benefit, Percentage | 3.10% | 6.00% | 4.60% |
Net (income) loss attributable to noncontrolling interests, Percentage | 0.30% | 0.20% | 0.50% |
Non-deductible goodwill and Spin-off costs, Percentage | (1.30%) | (0.10%) | (0.40%) |
Compensation limited under IRC Section 162(m), Percentage | (0.10%) | (0.90%) | 0.00% |
Other deferred compensation, Percentage | 3.10% | (0.00%) | (0.00%) |
Other permanent items, Percentage | (0.10%) | (0.20%) | 0.00% |
Tax credits, Percentage | 0.40% | 0.10% | (0.00%) |
Change in valuation allowance, Percentage | (28.00%) | (26.20%) | (39.80%) |
Change in rate due to Tax Act, Percentage | 0.00% | 0.00% | 8.10% |
Change in valuation allowance due to Tax Act, Percentage | 0.00% | 0.40% | 9.80% |
All other items, Percentage | 0.90% | 0.10% | (1.50%) |
Total effective tax rate | (0.70%) | 0.40% | 16.30% |
Income Taxes (Summary of Comp_2
Income Taxes (Summary of Components of Deferred Income Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Net operating loss and credit carryforwards | $ 112,717 | $ 110,635 |
Property and equipment | 8,602 | 0 |
Prepaid expenses | 0 | 0 |
Goodwill and intangible assets | 0 | 0 |
Investments in unconsolidated affiliates | 0 | 162 |
Accounts receivable | 7,883 | 4,667 |
Accrued compensation and recruiting accruals | 5,814 | 8,892 |
Other accruals | 375 | 87 |
Deferred compensation | 13,886 | 8,066 |
Debt issuance costs | 0 | 0 |
Other investments | 0 | 0 |
Leases | 27,694 | 0 |
Interest limitation | 60,524 | 29,334 |
Insurance and settlement reserves | 13,969 | 25,482 |
Total deferred income tax assets before valuation allowance | 251,464 | 187,325 |
Valuation allowance | (212,429) | (167,280) |
Total deferred income tax assets | 39,035 | 20,045 |
Liabilities | ||
Net operating loss and credit carryforwards | 0 | 0 |
Property and equipment | 0 | 888 |
Prepaid expenses | 611 | 1,596 |
Goodwill and intangible assets | 19,610 | 18,700 |
Investments in unconsolidated affiliates | 221 | 0 |
Accounts receivable | 0 | 0 |
Accrued compensation and recruiting accruals | 268 | 519 |
Other accruals | 0 | 0 |
Deferred compensation | 0 | 0 |
Debt issuance costs | 3,453 | 5,078 |
Other investments | 1,703 | 0 |
Leases | 20,852 | 0 |
Interest limitation | 0 | 0 |
Insurance and settlement reserves | 0 | 0 |
Total deferred income tax liabilities, before valuation allowance | 46,718 | 26,781 |
Valuation allowance | 0 | 0 |
Total deferred income tax liabilities | 46,718 | 26,781 |
Deferred income tax liabilities, net | $ 7,683 | $ 6,736 |
Income Taxes (Operating Loss Ca
Income Taxes (Operating Loss Carryforwards Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||
Work opportunity tax credit carryforwards | $ 1,200 | |
Refundable alternative minimum tax credit carryforwards | 100 | |
Valuation allowance | 212,429 | $ 167,280 |
Increase in valuation allowance | 45,100 | |
Increase in valuation allowance impacting income tax expense | 45,000 | |
Increase in valuation allowance impacting other comprehensive income | 100 | |
California [Member] | ||
Income Taxes [Line Items] | ||
Tax credit carryforwards | 1,100 | |
Federal [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 267,600 | |
Net operating loss carryforward, subject to expiration | $ 166,100 | |
Operating loss carryforwards expiration start year | 2036 | |
Net operating loss carryforwards, not subject to expiration | $ 101,500 | |
State [Member] | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 754,000 | |
Operating loss carryforwards expiration start year | 2020 | |
Operating loss carryforwards expiration end year | 2039 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net income (loss) | $ (31,641) | $ (75,192) | $ (16,477) | $ (38,606) | $ (19,920) | $ (53,886) | $ (25,941) | $ (98,487) | $ (161,916) | $ (198,234) | $ (112,357) |
Less: Net income (loss) attributable to noncontrolling interests | 479 | 736 | 396 | 400 | 814 | 54 | 665 | 481 | 2,011 | 2,014 | 1,833 |
Net income (loss) attributable to Quorum Health Corporation | $ (32,120) | $ (75,928) | $ (16,873) | $ (39,006) | $ (20,734) | $ (53,940) | $ (26,606) | $ (98,968) | $ (163,927) | $ (200,248) | $ (114,190) |
Denominator: | |||||||||||
Weighted-average shares outstanding - basic and diluted | 30,192,366 | 30,178,229 | 30,001,208 | 29,438,015 | 29,227,634 | 29,215,823 | 28,995,564 | 28,454,336 | 29,955,140 | 28,976,122 | 28,113,566 |
Earnings (loss) per share attributable to Quorum Health Corporation stockholders - basic and diluted | $ (1.06) | $ (2.52) | $ (0.56) | $ (1.33) | $ (0.71) | $ (1.85) | $ (0.92) | $ (3.48) | $ (5.47) | $ (6.91) | $ (4.06) |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Dilutive Shares | 0 | 0 | 0 |
Segments (Narrative) (Details)
Segments (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Net operating revenues | $ 384,751 | $ 419,900 | $ 442,170 | $ 442,805 | $ 458,630 | $ 460,507 | $ 472,632 | $ 486,820 | $ 1,689,626 | $ 1,878,589 | $ 2,072,170 |
Total Adjusted EBITDA | 96,235 | 126,395 | 141,845 | ||||||||
Total assets | 1,491,885 | 1,574,094 | 1,491,885 | 1,574,094 | |||||||
Hospital Operations Reporting Unit [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net operating revenues | 1,626,681 | 1,808,741 | 1,987,973 | ||||||||
Total Adjusted EBITDA | 122,556 | 157,512 | 175,597 | ||||||||
Total assets | 1,341,773 | 1,453,693 | 1,341,773 | 1,453,693 | |||||||
Quorum Health Resources [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net operating revenues | 59,704 | 70,871 | 80,863 | ||||||||
Total Adjusted EBITDA | 17,485 | 17,681 | 20,599 | ||||||||
Total assets | 52,202 | 55,823 | 52,202 | 55,823 | |||||||
All Other Operations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net operating revenues | 3,241 | (1,023) | 3,334 | ||||||||
Total Adjusted EBITDA | (43,806) | (48,798) | $ (54,351) | ||||||||
Total assets | $ 97,910 | $ 64,578 | $ 97,910 | $ 64,578 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | |||||||||||
Net income (loss) | $ (31,641) | $ (75,192) | $ (16,477) | $ (38,606) | $ (19,920) | $ (53,886) | $ (25,941) | $ (98,487) | $ (161,916) | $ (198,234) | $ (112,357) |
Interest expense, net | 132,360 | 128,130 | 122,077 | ||||||||
Provision for (benefit from) income taxes | 1,166 | (847) | (21,865) | ||||||||
Depreciation and amortization | 57,613 | 67,994 | 82,155 | ||||||||
EBITDA | 29,223 | (2,957) | 70,010 | ||||||||
Legal, professional and settlement costs | 9,677 | 11,974 | 6,001 | ||||||||
Impairment of long-lived assets and goodwill | 42,820 | 77,138 | 47,281 | ||||||||
Loss (gain) on sale of hospitals, net | 3,088 | 9,005 | (5,243) | ||||||||
Loss on closure of hospitals, net | 24,883 | 18,673 | 0 | ||||||||
Transition of transition services agreements | 10,406 | 3,207 | 0 | ||||||||
Transaction costs related to the Spin-off | 0 | 0 | 253 | ||||||||
Headcount reductions and executive severance | 3,018 | 9,355 | 2,543 | ||||||||
Change in actuarial estimates | (26,880) | 0 | 0 | ||||||||
Adjustment of accounts receivable to net realizable value | 0 | 0 | 21,000 | ||||||||
Total Adjusted EBITDA | $ 96,235 | $ 126,395 | $ 141,845 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | Feb. 14, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 18, 2018 | Apr. 29, 2016 |
Restricted Stock [Member] | Performance based awards [Member] | Executive Officer [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock units, shares granted | 125,000 | 512,500 | 230,000 | 460,000 | |||
Share-based compensation, vesting description | lapse on February 14, 2021 | ||||||
Share-based compensation, vesting period | 2 years | 3 years | |||||
Cancellations of performance awards granted percentage | 17.00% | 22.00% | |||||
Restrictions lapsing date on time-vested restricted stock awards | Mar. 9, 2020 | ||||||
Restricted Stock [Member] | Time Based Vesting Lapse in Equal Installments on Each of First Three Anniversaries [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation, vesting period | 3 years | 3 years | 3 years | ||||
Restricted Stock [Member] | Time Based Vesting Lapse in Equal Installments on Each of First Three Anniversaries [Member] | Executive Officers and Other Employees [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock units, shares granted | 645,000 | 939,167 | 720,000 | 445,000 | |||
Share-based compensation, vesting description | lapse in equal installments on each of the first three anniversaries of February 14, 2019 | ||||||
Share-based compensation, vesting period | 3 years | ||||||
Restricted Stock [Member] | Time based awards [Member] | Executive Officers and Key Employees [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock units, shares granted | 625,000 | ||||||
Share-based compensation, vesting description | December 17, 2020 | ||||||
Restricted Stock [Member] | Time based awards [Member] | Non-Employee Director [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock units, shares granted | 304,346 | ||||||
Share-based compensation, vesting description | February 14, 2020 | ||||||
Restricted Stock [Member] | Time-Based Vesting [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock units, shares granted | 551,005 | ||||||
Restrictions lapsing date on time-vested restricted stock awards | Mar. 9, 2019 | Feb. 22, 2018 | May 3, 2017 | ||||
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 | 165,040 | 192,571 | 70,000 | ||||
Restricted Stock [Member] | Time Based Vesting Lapse in Equal Installments on Second and Third Anniversaries [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Restricted stock units, shares granted | 106,005 | ||||||
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 | $ 4.5 | ||||||
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 | ||||||
Additional common stock that may be issued under stock award plan | 3,700,000 | ||||||
2018 Stock Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock that may be issued under stock award plan | 625,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Activity Related to Unvested Restricted Stock Awards) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
QHC Awards Distributed in Spin-off [Member] | QHC and CHS Employees [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested restricted stock awards at beginning of period, Shares | 80,350 | 266,880 | 673,987 |
Vested, Shares | (61,150) | (137,319) | (238,989) |
Forfeited, Shares | (19,200) | (49,211) | (168,118) |
Unvested restricted stock awards at end of period, Shares | 80,350 | 266,880 | |
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 | 2,207,117 | 1,779,488 | 1,081,005 |
Granted, Shares | 1,699,346 | 1,616,707 | 1,142,571 |
Vested, Shares | (897,547) | (847,573) | (282,582) |
Forfeited, Shares | (330,525) | (341,505) | (161,506) |
Unvested restricted stock awards at end of period, Shares | 2,678,391 | 2,207,117 | 1,779,488 |
Unvested restricted stock awards at beginning of period, Weighted Average Grant Date Fair Value Per Share | $ 7.04 | $ 9.58 | $ 12.77 |
Granted, Weighted Average Grant Date Fair Value Per Share | 1.76 | 6.10 | 7.54 |
Vested, Weighted Average Grant Date Fair Value Per Share | 7.72 | 9.80 | 12.77 |
Forfeited, Weighted Average Grant Date Fair Value Per Share | 8 | 9.01 | 10.90 |
Unvested restricted stock awards at end of period, Weighted Average Grant Date Fair Value Per Share | $ 3.34 | $ 7.04 | $ 9.58 |
Stock-Based Compensation (Sum_2
Stock-Based Compensation (Summary of Components of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 5,325 | $ 10,663 | $ 9,952 |
Resulting from Spin-off [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | 0 | 372 | 2,225 |
Related to Grants Following Spin-off [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 5,325 | $ 10,291 | $ 7,727 |
Benefit Plans (Narrative) (Deta
Benefit Plans (Narrative) (Details) | Sep. 16, 2016Installmentshares | Aug. 18, 2016 | Apr. 29, 2016USD ($) | Dec. 31, 2019USD ($)Hospitalshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Defined contribution plan, total expense | $ 2,500,000 | $ 6,000,000 | $ 1,200,000 | |||
Pension Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of hospitals | Hospital | 1 | |||||
Weighted- average assumptions used in determining net periodic cost, discount rate | 3.25% | |||||
Weighted- average assumptions used in determining net periodic cost, annual compensation increase | 3.50% | |||||
Weighted- average assumptions used in determining net periodic cost, expected long-term rate on return on assets | 6.25% | |||||
Defined benefit plan net periodic benefit cost | $ 100,000 | 300,000 | 100,000 | |||
Accrued benefit obligation liability | 1,200,000 | |||||
Original SERP Plan [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued benefit liability | $ 6,000,000 | |||||
Defined benefit plan, assets transferred | 0 | |||||
Additional defined benefit plan obligation | $ 0 | |||||
Amended and Restated SERP [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Additional defined benefit plan obligation | 4,444,000 | $ 3,071,000 | $ 8,659,000 | |||
Estimated prior service costs that will be amortized from accumulated other comprehensive income into net periodic benefit costs for year ended December 31, 2020 | 400,000 | |||||
Accumulated benefit obligation | $ 1,400,000 | |||||
Weighted- average assumptions used in determining net periodic cost, discount rate | 3.90% | 3.30% | 3.60% | |||
Weighted- average assumptions used in determining net periodic cost, annual compensation increase | 2.50% | 2.00% | 2.00% | |||
Defined benefit plan net periodic benefit cost | $ 953,000 | $ 1,229,000 | $ 2,045,000 | |||
Director's Plan [Member] | Restricted Stock Units [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Restricted stock units accrued | shares | 150,000 | |||||
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 | |||||
Other long-term liabilities [Member] | Amended and Restated SERP [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued benefit liability | $ 4,400,000 | 3,100,000 | ||||
Accrued Salaries and Benefits [Member] | Amended and Restated SERP [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Current portion of benefit liability | 0 | 0 | ||||
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% | |||||
QHCCS, LLC Nonqualified Deferred Compensation Plan [Member] | Other long-term liabilities [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued benefit liability | 17,200,000 | 16,200,000 | ||||
QHCCS, LLC Nonqualified Deferred Compensation Plan [Member] | Other Long-Term Assets [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Long-term portion of benefit asset | $ 15,900,000 | $ 15,000,000 |
Benefit Plans (Summary of Compo
Benefit Plans (Summary of Components of Net Periodic Benefit Costs) (Details) - Amended and Restated SERP [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 666 | $ 904 | $ 1,347 |
Interest cost | 120 | 248 | 299 |
Prior service cost (credit) | 379 | 379 | 396 |
Net (gain) loss | (212) | (302) | 3 |
Total net periodic benefit cost | $ 953 | $ 1,229 | $ 2,045 |
Benefit Plans (Summary of Weigh
Benefit Plans (Summary of Weighted-Average Assumptions Used to Determine Net Periodic Benefit Costs) (Details) - Amended and Restated SERP [Member] | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 3.90% | 3.30% | 3.60% |
Rate of compensation increase | 2.50% | 2.00% | 2.00% |
Benefit Plans (Summary of Chang
Benefit Plans (Summary of Changes Recognized in Other Comprehensive Income (Loss) (Details) - Amended and Restated SERP [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Prior service cost (credit) | $ 0 | $ 0 | $ 0 |
Net loss (gain) arising during period | 587 | (2,947) | (146) |
Amortization or curtailment recognition of prior service (cost) credit | (379) | (379) | (396) |
Amortization or settlement recognition of net gain (loss) | 212 | 302 | (3) |
Total recognized in other comprehensive loss (income) | $ 420 | $ (3,024) | $ (545) |
Benefit Plans (Summary of Cha_2
Benefit Plans (Summary of Changes in Benefit Obligation) (Details) - Amended and Restated SERP [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit obligation at beginning of period | $ 3,071 | $ 8,659 | |
Service cost | 666 | 904 | $ 1,347 |
Interest cost | 120 | 248 | 299 |
Benefits paid | 0 | (3,793) | |
Actuarial (gain) loss | 587 | (2,947) | |
Benefit obligation at end of period | $ 4,444 | $ 3,071 | $ 8,659 |
Benefit Plans (Summary of Wei_2
Benefit Plans (Summary of Weighted-Average Assumptions Used to Determine Benefit Obligation) (Details) - Amended and Restated SERP [Member] | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 3.10% | 3.90% |
Rate of compensation increase | 2.50% | 2.00% |
Benefit Plans (Summary of Expec
Benefit Plans (Summary of Expected Future Benefit Payments) (Details) - Amended and Restated SERP [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2020 | $ 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Five years thereafter | 1,540 |
Total expected future benefit payments | $ 1,540 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - Community Health Systems, Inc [Member] - USD ($) $ in Millions | Apr. 29, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||
Total expenses incurred | $ 29.5 | $ 51.2 | $ 63.5 | |
Transition Services Agreements [Member] | ||||
Related Party Transaction [Line Items] | ||||
Terms of transitional service agreements | Apr. 30, 2021 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) | Aug. 08, 2019USD ($) | Apr. 29, 2016 | Dec. 31, 2019USD ($)Hospital | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Other Commitments [Line Items] | |||||
Loss contingency, damages sought, value | $ 2,240,000 | ||||
Capitalized information technology infrastructure | $ 10,600,000 | ||||
Estimated additional contract costs to be incurred | 7,000,000 | ||||
Community Health Systems, Inc [Member] | |||||
Other Commitments [Line Items] | |||||
Terms of transition services agreements | 5 years | ||||
Agreement with MEDHOST INC. [Member] | |||||
Other Commitments [Line Items] | |||||
Estimated total additional cost of project, including software licenses, implementation fees and maintenance fees | $ 35,500,000 | ||||
Year of additional cost of project including software licenses implementation fees and maintenance fees to be incurred | 2025 | ||||
Agreement with MEDHOST INC. [Member] | Intangible Assets, Net [Member] | |||||
Other Commitments [Line Items] | |||||
Capitalized software costs | $ 13,200,000 | ||||
Cloud Computing Arrangements [Member] | |||||
Other Commitments [Line Items] | |||||
Estimated total additional cost of project, including software licenses, implementation fees and maintenance fees | $ 23,300,000 | ||||
Year of additional cost of project including software licenses implementation fees and maintenance fees to be incurred | 2025 | ||||
Cloud Computing Arrangements [Member] | Other Long-Term Assets [Member] | |||||
Other Commitments [Line Items] | |||||
Capitalized software costs | $ 5,800,000 | ||||
McKenzie Willamette Medical Center Project [Member] | Asset Under Construction [Member] | Construction and Capital Commitments [Member] | |||||
Other Commitments [Line Items] | |||||
Construction costs incurred | 2,300,000 | $ 17,800,000 | $ 34,100,000 | ||
Project placed into service | 103,000,000 | ||||
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] | |||||
Number of hospitals | Hospital | 4 | ||||
Expected project to begin and be completed year | 2020 | ||||
Total estimated cost of projects | $ 10,500,000 | ||||
Professional and General Liability Insurance [Member] | |||||
Other Commitments [Line Items] | |||||
Self-insured retention level | 5,000,000 | ||||
Reduction in professional and general liability reserves | $ 26,900,000 | ||||
Professional and General Liability Insurance [Member] | All Other Self-insurance Reserves [Member] | |||||
Other Commitments [Line Items] | |||||
Discounted weighted-average risk-free rates | 2.50% | ||||
Estimated discounted claims liabilities | $ 31,300,000 | 53,500,000 | |||
Estimated undiscounted claims liabilities | $ 34,400,000 | $ 60,000,000 | |||
Professional and General Liability Insurance [Member] | Insurance Reserves Indemnified By CHS, Inc. [Member] | |||||
Other Commitments [Line Items] | |||||
Discounted weighted-average risk-free rates | 1.70% | 2.70% | |||
Estimated undiscounted claims liabilities | $ 36,400,000 | $ 60,600,000 | |||
Professional and General Liability Insurance [Member] | Quorum Health Resources [Member] | |||||
Other Commitments [Line Items] | |||||
Self-insured retention level | 6,000,000 | ||||
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 rates | 2.50% | ||||
Estimated discounted claims liabilities | $ 6,100,000 | 8,000,000 | |||
Estimated undiscounted claims liabilities | 6,900,000 | $ 7,200,000 | |||
Maximum [Member] | |||||
Other Commitments [Line Items] | |||||
Loss contingency, counterclaim sought, value | $ 15,000,000 | ||||
Penalty per false claim violation and attorneys' fees | $ 22,927 |
Commitments and Contingencies_3
Commitments and Contingencies (Summary of Insurance Reserves Related to Professional and General Liability and Workers Compensation Liability) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | $ 11,640 | $ 20,200 |
Insurance reserves for workers' compensation liability, current receivable | 1,110 | 1,412 |
Total self-insurance reserves, current receivable | 12,750 | 21,612 |
Insurance reserves for professional and general liability, long-term receivable | 22,364 | 34,535 |
Insurance reserves for workers' compensation liability, long-term receivable | 10,021 | 12,118 |
Total self-insurance reserves, long-term receivable | 32,385 | 46,653 |
Insurance reserves for professional and general liability, current liability | 16,593 | 25,395 |
Insurance reserves for workers' compensation liability, current liability | 3,098 | 3,937 |
Total self-insurance reserves, current liability | 19,691 | 29,332 |
Insurance reserves for professional and general liability, long-term liability | 48,703 | 82,828 |
Insurance reserves for workers' compensation liability, long-term liability | 14,148 | 16,819 |
Total self-insurance reserves, long-term liability | 62,851 | 99,647 |
Insurance Reserves Indemnified By CHS, Inc. [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | 11,640 | 20,200 |
Insurance reserves for workers' compensation liability, current receivable | 1,110 | 1,412 |
Insurance reserves for professional and general liability, long-term receivable | 22,364 | 34,535 |
Insurance reserves for workers' compensation liability, long-term receivable | 10,021 | 12,118 |
Insurance reserves for professional and general liability, current liability | 11,640 | 20,200 |
Insurance reserves for workers' compensation liability, current liability | 1,110 | 1,412 |
Insurance reserves for professional and general liability, long-term liability | 22,364 | 34,535 |
Insurance reserves for workers' compensation liability, long-term liability | 10,021 | 12,118 |
All Other Self-insurance Reserves [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | 0 | 0 |
Insurance reserves for workers' compensation liability, current receivable | 0 | 0 |
Insurance reserves for professional and general liability, long-term receivable | 0 | 0 |
Insurance reserves for workers' compensation liability, long-term receivable | 0 | 0 |
Insurance reserves for professional and general liability, current liability | 4,953 | 5,195 |
Insurance reserves for workers' compensation liability, current liability | 1,988 | 2,525 |
Insurance reserves for professional and general liability, long-term liability | 26,339 | 48,293 |
Insurance reserves for workers' compensation liability, long-term liability | $ 4,127 | $ 4,701 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) $ in Thousands | Mar. 31, 2020USD ($)bed | Mar. 20, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 27, 2020USD ($) |
Subsequent Event [Line Items] | ||||||
Proceeds from the sale of hospitals | $ 52,734 | $ 40,848 | $ 32,081 | |||
Subsequent Event [Member] | COVID-19 | ||||||
Subsequent Event [Line Items] | ||||||
Emergency Economic Stimulus Package | $ 2,000,000,000 | |||||
MetroSouth Medical Center [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from the sale of hospitals | $ 1,000 | |||||
Henderson County Community Hospital [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from the sale of hospitals | $ 1,000 | |||||
Number of beds in hospital sold | bed | 45 |
Quarterly Financial Data (Una_3
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net operating revenues | $ 384,751 | $ 419,900 | $ 442,170 | $ 442,805 | $ 458,630 | $ 460,507 | $ 472,632 | $ 486,820 | $ 1,689,626 | $ 1,878,589 | $ 2,072,170 |
Net income (loss) | (31,641) | (75,192) | (16,477) | (38,606) | (19,920) | (53,886) | (25,941) | (98,487) | (161,916) | (198,234) | (112,357) |
Less: Net income (loss) attributable to noncontrolling interests | 479 | 736 | 396 | 400 | 814 | 54 | 665 | 481 | 2,011 | 2,014 | 1,833 |
Net income (loss) attributable to Quorum Health Corporation | $ (32,120) | $ (75,928) | $ (16,873) | $ (39,006) | $ (20,734) | $ (53,940) | $ (26,606) | $ (98,968) | $ (163,927) | $ (200,248) | $ (114,190) |
Earnings (loss) per share attributable to Quorum Health Corporation stockholders: | |||||||||||
Basic and diluted | $ (1.06) | $ (2.52) | $ (0.56) | $ (1.33) | $ (0.71) | $ (1.85) | $ (0.92) | $ (3.48) | $ (5.47) | $ (6.91) | $ (4.06) |
Weighted-average shares outstanding: | |||||||||||
Basic and diluted | 30,192,366 | 30,178,229 | 30,001,208 | 29,438,015 | 29,227,634 | 29,215,823 | 28,995,564 | 28,454,336 | 29,955,140 | 28,976,122 | 28,113,566 |
Guarantor and Non-Guarantor S_3
Guarantor and Non-Guarantor Supplemental Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Percentage of owned domestic subsidiaries which guaranteed senior notes | 100.00% |
Guarantor and Non-Guarantor S_4
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating Statement of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues | $ 2,327,655 | ||||||||||
Provision for bad debts | $ 0 | $ 0 | 255,485 | ||||||||
Net operating revenues | $ 384,751 | $ 419,900 | $ 442,170 | $ 442,805 | $ 458,630 | $ 460,507 | $ 472,632 | $ 486,820 | 1,689,626 | 1,878,589 | 2,072,170 |
Operating costs and expenses: | |||||||||||
Salaries and benefits | 838,031 | 929,937 | 1,034,797 | ||||||||
Supplies | 194,982 | 213,746 | 250,523 | ||||||||
Other operating expenses | 502,009 | 575,033 | 623,063 | ||||||||
Depreciation and amortization | 57,613 | 67,994 | 82,155 | ||||||||
Lease costs and rent | 44,321 | 47,029 | 50,230 | ||||||||
Electronic health records incentives | 592 | (989) | (4,745) | ||||||||
Legal, professional and settlement costs | 9,677 | 11,974 | 6,001 | ||||||||
Impairment of long-lived assets and goodwill | 42,820 | 77,138 | 47,281 | ||||||||
Loss (gain) on sale of hospitals, net | 3,088 | 9,005 | (5,243) | ||||||||
Loss on closure of hospitals, net | 24,883 | 18,673 | 0 | ||||||||
Transaction costs related to the Spin-off | 0 | 0 | 253 | ||||||||
Total operating costs and expenses | 1,718,016 | 1,949,540 | 2,084,315 | ||||||||
Income (loss) from operations | (28,390) | (70,951) | (12,145) | ||||||||
Interest expense, net | 132,360 | 128,130 | 122,077 | ||||||||
Equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Income (loss) before income taxes | (160,750) | (199,081) | (134,222) | ||||||||
Provision for (benefit from) income taxes | 1,166 | (847) | (21,865) | ||||||||
Net income (loss) | (31,641) | (75,192) | (16,477) | (38,606) | (19,920) | (53,886) | (25,941) | (98,487) | (161,916) | (198,234) | (112,357) |
Less: Net income (loss) attributable to noncontrolling interests | 479 | 736 | 396 | 400 | 814 | 54 | 665 | 481 | 2,011 | 2,014 | 1,833 |
Net income (loss) attributable to Quorum Health Corporation | $ (32,120) | $ (75,928) | $ (16,873) | $ (39,006) | $ (20,734) | $ (53,940) | $ (26,606) | $ (98,968) | (163,927) | (200,248) | (114,190) |
Reportable Legal Entities [Member] | Parent Issuer [Member] | |||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues | 0 | ||||||||||
Provision for bad debts | 0 | ||||||||||
Net operating revenues | 0 | 0 | 0 | ||||||||
Operating costs and expenses: | |||||||||||
Salaries and benefits | 0 | 0 | 0 | ||||||||
Supplies | 0 | 0 | 0 | ||||||||
Other operating expenses | 120 | 1,912 | 3,002 | ||||||||
Depreciation and amortization | 0 | 0 | 0 | ||||||||
Lease costs and rent | 0 | 0 | 0 | ||||||||
Electronic health records incentives | 0 | 0 | 0 | ||||||||
Legal, professional and settlement costs | 0 | 0 | 0 | ||||||||
Impairment of long-lived assets and goodwill | 0 | 0 | 0 | ||||||||
Loss (gain) on sale of hospitals, net | 0 | 0 | 0 | ||||||||
Loss on closure of hospitals, net | 0 | 0 | |||||||||
Transaction costs related to the Spin-off | 0 | 0 | |||||||||
Total operating costs and expenses | 120 | 1,912 | 3,002 | ||||||||
Income (loss) from operations | (120) | (1,912) | (3,002) | ||||||||
Interest expense, net | 130,912 | 129,452 | 124,060 | ||||||||
Equity in earnings of affiliates | 31,870 | 69,445 | 15,291 | ||||||||
Income (loss) before income taxes | (162,902) | (200,809) | (142,353) | ||||||||
Provision for (benefit from) income taxes | 1,025 | (561) | (28,163) | ||||||||
Net income (loss) | (163,927) | (200,248) | (114,190) | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to Quorum Health Corporation | (163,927) | (200,248) | (114,190) | ||||||||
Reportable Legal Entities [Member] | Other Guarantors [Member] | |||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues | 1,815,355 | ||||||||||
Provision for bad debts | 215,021 | ||||||||||
Net operating revenues | 1,252,268 | 1,434,727 | 1,600,334 | ||||||||
Operating costs and expenses: | |||||||||||
Salaries and benefits | 552,837 | 638,032 | 715,713 | ||||||||
Supplies | 129,988 | 150,752 | 182,172 | ||||||||
Other operating expenses | 404,775 | 462,786 | 504,809 | ||||||||
Depreciation and amortization | 43,273 | 53,704 | 68,770 | ||||||||
Lease costs and rent | 24,992 | 27,106 | 29,923 | ||||||||
Electronic health records incentives | 599 | (593) | (3,681) | ||||||||
Legal, professional and settlement costs | 9,564 | 11,771 | 6,001 | ||||||||
Impairment of long-lived assets and goodwill | 42,820 | 75,338 | 47,281 | ||||||||
Loss (gain) on sale of hospitals, net | 3,080 | 9,011 | 0 | ||||||||
Loss on closure of hospitals, net | 24,883 | 18,195 | |||||||||
Transaction costs related to the Spin-off | 0 | 195 | |||||||||
Total operating costs and expenses | 1,236,811 | 1,446,102 | 1,551,183 | ||||||||
Income (loss) from operations | 15,457 | (11,375) | 49,151 | ||||||||
Interest expense, net | 1,473 | (1,285) | (2,054) | ||||||||
Equity in earnings of affiliates | (9,562) | 30,569 | 29,673 | ||||||||
Income (loss) before income taxes | 23,546 | (40,659) | 21,532 | ||||||||
Provision for (benefit from) income taxes | 557 | (368) | (3,508) | ||||||||
Net income (loss) | 22,989 | (40,291) | 25,040 | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to Quorum Health Corporation | 22,989 | (40,291) | 25,040 | ||||||||
Reportable Legal Entities [Member] | Non-Guarantors [Member] | |||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues | 512,300 | ||||||||||
Provision for bad debts | 40,464 | ||||||||||
Net operating revenues | 437,358 | 443,862 | 471,836 | ||||||||
Operating costs and expenses: | |||||||||||
Salaries and benefits | 285,194 | 291,905 | 319,084 | ||||||||
Supplies | 64,994 | 62,994 | 68,351 | ||||||||
Other operating expenses | 97,114 | 110,335 | 115,252 | ||||||||
Depreciation and amortization | 14,340 | 14,290 | 13,385 | ||||||||
Lease costs and rent | 19,329 | 19,923 | 20,307 | ||||||||
Electronic health records incentives | (7) | (396) | (1,064) | ||||||||
Legal, professional and settlement costs | 113 | 203 | 0 | ||||||||
Impairment of long-lived assets and goodwill | 0 | 1,800 | 0 | ||||||||
Loss (gain) on sale of hospitals, net | 8 | (6) | (5,243) | ||||||||
Loss on closure of hospitals, net | 0 | 478 | |||||||||
Transaction costs related to the Spin-off | 0 | 58 | |||||||||
Total operating costs and expenses | 481,085 | 501,526 | 530,130 | ||||||||
Income (loss) from operations | (43,727) | (57,664) | (58,294) | ||||||||
Interest expense, net | (25) | (37) | 71 | ||||||||
Equity in earnings of affiliates | 0 | 0 | 0 | ||||||||
Income (loss) before income taxes | (43,702) | (57,627) | (58,365) | ||||||||
Provision for (benefit from) income taxes | (416) | 82 | 9,806 | ||||||||
Net income (loss) | (43,286) | (57,709) | (68,171) | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 2,011 | 2,014 | 1,833 | ||||||||
Net income (loss) attributable to Quorum Health Corporation | (45,297) | (59,723) | (70,004) | ||||||||
Eliminations [Member] | |||||||||||
Condensed Income Statements Captions [Line Items] | |||||||||||
Operating revenues | 0 | ||||||||||
Provision for bad debts | 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 | ||||||||
Lease costs and rent | 0 | 0 | 0 | ||||||||
Electronic health records incentives | 0 | 0 | 0 | ||||||||
Legal, professional and settlement costs | 0 | 0 | 0 | ||||||||
Impairment of long-lived assets and goodwill | 0 | 0 | 0 | ||||||||
Loss (gain) on sale of hospitals, net | 0 | 0 | 0 | ||||||||
Loss on closure of hospitals, net | 0 | 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 earnings of affiliates | (22,308) | (100,014) | (44,964) | ||||||||
Income (loss) before income taxes | 22,308 | 100,014 | 44,964 | ||||||||
Provision for (benefit from) income taxes | 0 | 0 | 0 | ||||||||
Net income (loss) | 22,308 | 100,014 | 44,964 | ||||||||
Less: Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to Quorum Health Corporation | $ 22,308 | $ 100,014 | $ 44,964 |
Guarantor and Non-Guarantor S_5
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | $ (31,641) | $ (75,192) | $ (16,477) | $ (38,606) | $ (19,920) | $ (53,886) | $ (25,941) | $ (98,487) | $ (161,916) | $ (198,234) | $ (112,357) |
Amortization and recognition of unrecognized pension cost components, net of income taxes | (400) | 2,715 | 804 | ||||||||
Comprehensive income (loss) | (162,316) | (195,519) | (111,553) | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 2,011 | 2,014 | 1,833 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | (164,327) | (197,533) | (113,386) | ||||||||
Reportable Legal Entities [Member] | Parent Issuer [Member] | |||||||||||
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | (163,927) | (200,248) | (114,190) | ||||||||
Amortization and recognition of unrecognized pension cost components, net of income taxes | (400) | 2,715 | 804 | ||||||||
Comprehensive income (loss) | (164,327) | (197,533) | (113,386) | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | (164,327) | (197,533) | (113,386) | ||||||||
Reportable Legal Entities [Member] | Other Guarantors [Member] | |||||||||||
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | 22,989 | (40,291) | 25,040 | ||||||||
Amortization and recognition of unrecognized pension cost components, net of income taxes | (400) | 2,715 | 804 | ||||||||
Comprehensive income (loss) | 22,589 | (37,576) | 25,844 | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | 22,589 | (37,576) | 25,844 | ||||||||
Reportable Legal Entities [Member] | Non-Guarantors [Member] | |||||||||||
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | (43,286) | (57,709) | (68,171) | ||||||||
Amortization and recognition of unrecognized pension cost components, net of income taxes | 0 | 0 | 0 | ||||||||
Comprehensive income (loss) | (43,286) | (57,709) | (68,171) | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 2,011 | 2,014 | 1,833 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | (45,297) | (59,723) | (70,004) | ||||||||
Eliminations [Member] | |||||||||||
Condensed Statement Of Income Captions [Line Items] | |||||||||||
Net income (loss) | 22,308 | 100,014 | 44,964 | ||||||||
Amortization and recognition of unrecognized pension cost components, net of income taxes | 400 | (2,715) | (804) | ||||||||
Comprehensive income (loss) | 22,708 | 97,299 | 44,160 | ||||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Comprehensive income (loss) attributable to Quorum Health Corporation | $ 22,708 | $ 97,299 | $ 44,160 |
Guarantor and Non-Guarantor S_6
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 3,145 | $ 3,203 | ||
Patient accounts receivable | 286,901 | 322,608 | ||
Inventories | 38,747 | 45,646 | ||
Prepaid expenses | 19,606 | 19,683 | ||
Due from third-party payors | 33,385 | 63,443 | ||
Other current assets | 27,259 | 36,405 | ||
Total current assets | 409,043 | 490,988 | ||
Intercompany receivable | 0 | 0 | ||
Property and equipment, net | 492,016 | 559,438 | ||
Goodwill | 391,724 | 401,073 | $ 409,229 | |
Intangible assets, net | 49,155 | 48,289 | ||
Operating lease right-of-use assets | 74,335 | 0 | ||
Other long-term assets | 75,612 | 74,306 | ||
Net investment in subsidiaries | 0 | 0 | ||
Total assets | 1,491,885 | 1,574,094 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 1,211,485 | 1,697 | ||
Current portion of operating lease liabilities | 22,506 | 0 | ||
Accounts payable | 156,669 | 143,917 | ||
Accrued liabilities: | ||||
Accrued salaries and benefits | 51,731 | 76,908 | ||
Accrued interest | 21,066 | 10,024 | ||
Due to third-party payors | 44,008 | 45,852 | ||
Other current liabilities | 43,329 | 43,336 | ||
Total current liabilities | 1,550,794 | 321,734 | ||
Long-term debt | 20,988 | 1,191,777 | ||
Long-term operating lease liabilities | 52,601 | 0 | ||
Intercompany payable | 0 | 0 | ||
Deferred income tax liabilities, net | 7,683 | 6,736 | ||
Other long-term liabilities | 93,535 | 126,499 | ||
Total liabilities | 1,725,601 | 1,646,746 | ||
Redeemable noncontrolling interests | 2,278 | 2,278 | 2,325 | $ 6,807 |
Quorum Health Corporation stockholders' equity (deficit): | ||||
Preferred stock | 0 | 0 | ||
Common stock | 3 | 3 | ||
Additional paid-in capital | 561,541 | 557,309 | ||
Accumulated other comprehensive income (loss) | 359 | 759 | ||
Accumulated deficit | (813,119) | (648,464) | ||
Total Quorum Health Corporation stockholders' equity (deficit) | (251,216) | (90,393) | ||
Nonredeemable noncontrolling interests | 15,222 | 15,463 | ||
Total equity (deficit) | (235,994) | (74,930) | $ 113,410 | $ 215,569 |
Total liabilities and equity | 1,491,885 | 1,574,094 | ||
Reportable Legal Entities [Member] | Parent Issuer [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 1,241 | 1,209 | ||
Patient accounts receivable | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 33 | 33 | ||
Due from third-party payors | 0 | 0 | ||
Other current assets | 183 | 314 | ||
Total current assets | 1,457 | 1,556 | ||
Intercompany receivable | 3 | 3 | ||
Property and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Operating lease right-of-use assets | 0 | |||
Other long-term assets | 0 | 0 | ||
Net investment in subsidiaries | 1,400,048 | 1,428,675 | ||
Total assets | 1,401,508 | 1,430,234 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 1,209,793 | 0 | ||
Current portion of operating lease liabilities | 0 | |||
Accounts payable | 115 | 121 | ||
Accrued liabilities: | ||||
Accrued salaries and benefits | 0 | 0 | ||
Accrued interest | 21,066 | 10,024 | ||
Due to third-party payors | 0 | 0 | ||
Other current liabilities | 147 | 248 | ||
Total current liabilities | 1,231,121 | 10,393 | ||
Long-term debt | 0 | 1,169,214 | ||
Long-term operating lease liabilities | 0 | |||
Intercompany payable | 413,920 | 334,284 | ||
Deferred income tax liabilities, net | 7,683 | 6,736 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 1,652,724 | 1,520,627 | ||
Redeemable noncontrolling interests | 0 | 0 | ||
Quorum Health Corporation stockholders' equity (deficit): | ||||
Preferred stock | 0 | 0 | ||
Common stock | 3 | 3 | ||
Additional paid-in capital | 561,541 | 557,309 | ||
Accumulated other comprehensive income (loss) | 359 | 759 | ||
Accumulated deficit | (813,119) | (648,464) | ||
Total Quorum Health Corporation stockholders' equity (deficit) | (251,216) | (90,393) | ||
Nonredeemable noncontrolling interests | 0 | 0 | ||
Total equity (deficit) | (251,216) | (90,393) | ||
Total liabilities and equity | 1,401,508 | 1,430,234 | ||
Reportable Legal Entities [Member] | Other Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 1,811 | 1,457 | ||
Patient accounts receivable | 199,017 | 260,339 | ||
Inventories | 29,465 | 36,349 | ||
Prepaid expenses | 14,477 | 15,269 | ||
Due from third-party payors | 27,981 | 57,049 | ||
Other current assets | 18,246 | 23,714 | ||
Total current assets | 290,997 | 394,177 | ||
Intercompany receivable | 851,856 | 661,887 | ||
Property and equipment, net | 356,022 | 419,292 | ||
Goodwill | 225,628 | 235,418 | ||
Intangible assets, net | 43,565 | 43,575 | ||
Operating lease right-of-use assets | 41,708 | |||
Other long-term assets | 57,440 | 57,047 | ||
Net investment in subsidiaries | 0 | 0 | ||
Total assets | 1,867,216 | 1,811,396 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 1,555 | 1,557 | ||
Current portion of operating lease liabilities | 14,132 | |||
Accounts payable | 126,030 | 122,999 | ||
Accrued liabilities: | ||||
Accrued salaries and benefits | 33,721 | 55,780 | ||
Accrued interest | 0 | 0 | ||
Due to third-party payors | 35,983 | 38,560 | ||
Other current liabilities | 28,914 | 28,713 | ||
Total current liabilities | 240,335 | 247,609 | ||
Long-term debt | 20,902 | 22,370 | ||
Long-term operating lease liabilities | 27,642 | |||
Intercompany payable | 453,198 | 303,063 | ||
Deferred income tax liabilities, net | 0 | 0 | ||
Other long-term liabilities | 178,296 | 212,240 | ||
Total liabilities | 920,373 | 785,282 | ||
Redeemable noncontrolling interests | 0 | 0 | ||
Quorum Health Corporation stockholders' equity (deficit): | ||||
Preferred stock | 0 | 0 | ||
Common stock | 0 | 0 | ||
Additional paid-in capital | 1,055,561 | 1,183,608 | ||
Accumulated other comprehensive income (loss) | 397 | 759 | ||
Accumulated deficit | (109,115) | (158,253) | ||
Total Quorum Health Corporation stockholders' equity (deficit) | 946,843 | 1,026,114 | ||
Nonredeemable noncontrolling interests | 0 | 0 | ||
Total equity (deficit) | 946,843 | 1,026,114 | ||
Total liabilities and equity | 1,867,216 | 1,811,396 | ||
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 93 | 537 | ||
Patient accounts receivable | 87,884 | 62,269 | ||
Inventories | 9,282 | 9,297 | ||
Prepaid expenses | 5,096 | 4,381 | ||
Due from third-party payors | 5,404 | 6,394 | ||
Other current assets | 8,830 | 12,377 | ||
Total current assets | 116,589 | 95,255 | ||
Intercompany receivable | 453,195 | 303,059 | ||
Property and equipment, net | 135,994 | 140,146 | ||
Goodwill | 166,096 | 165,655 | ||
Intangible assets, net | 5,590 | 4,714 | ||
Operating lease right-of-use assets | 32,627 | |||
Other long-term assets | 18,172 | 17,259 | ||
Net investment in subsidiaries | 0 | 0 | ||
Total assets | 928,263 | 726,088 | ||
Current liabilities: | ||||
Current maturities of long-term debt | 137 | 140 | ||
Current portion of operating lease liabilities | 8,374 | |||
Accounts payable | 30,524 | 20,797 | ||
Accrued liabilities: | ||||
Accrued salaries and benefits | 18,010 | 21,128 | ||
Accrued interest | 0 | 0 | ||
Due to third-party payors | 8,025 | 7,292 | ||
Other current liabilities | 14,268 | 14,375 | ||
Total current liabilities | 79,338 | 63,732 | ||
Long-term debt | 86 | 193 | ||
Long-term operating lease liabilities | 24,959 | |||
Intercompany payable | 437,936 | 327,602 | ||
Deferred income tax liabilities, net | 0 | 0 | ||
Other long-term liabilities | 24,524 | 33,106 | ||
Total liabilities | 566,843 | 424,633 | ||
Redeemable noncontrolling interests | 2,278 | 2,278 | ||
Quorum Health Corporation stockholders' equity (deficit): | ||||
Preferred stock | 0 | 0 | ||
Common stock | 0 | 0 | ||
Additional paid-in capital | 713,242 | 580,824 | ||
Accumulated other comprehensive income (loss) | (38) | 0 | ||
Accumulated deficit | (369,284) | (297,110) | ||
Total Quorum Health Corporation stockholders' equity (deficit) | 343,920 | 283,714 | ||
Nonredeemable noncontrolling interests | 15,222 | 15,463 | ||
Total equity (deficit) | 359,142 | 299,177 | ||
Total liabilities and equity | 928,263 | 726,088 | ||
Eliminations [Member] | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Patient accounts receivable | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Due from third-party payors | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Intercompany receivable | (1,305,054) | (964,949) | ||
Property and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Operating lease right-of-use assets | 0 | |||
Other long-term assets | 0 | 0 | ||
Net investment in subsidiaries | (1,400,048) | (1,428,675) | ||
Total assets | (2,705,102) | (2,393,624) | ||
Current liabilities: | ||||
Current maturities of long-term debt | 0 | 0 | ||
Current portion of operating lease liabilities | 0 | |||
Accounts payable | 0 | 0 | ||
Accrued liabilities: | ||||
Accrued salaries and benefits | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Due to third-party payors | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Long-term debt | 0 | 0 | ||
Long-term operating lease liabilities | 0 | |||
Intercompany payable | (1,305,054) | (964,949) | ||
Deferred income tax liabilities, net | 0 | 0 | ||
Other long-term liabilities | (109,285) | (118,847) | ||
Total liabilities | (1,414,339) | (1,083,796) | ||
Redeemable noncontrolling interests | 0 | 0 | ||
Quorum Health Corporation stockholders' equity (deficit): | ||||
Preferred stock | 0 | 0 | ||
Common stock | 0 | 0 | ||
Additional paid-in capital | (1,768,803) | (1,764,432) | ||
Accumulated other comprehensive income (loss) | (359) | (759) | ||
Accumulated deficit | 478,399 | 455,363 | ||
Total Quorum Health Corporation stockholders' equity (deficit) | (1,290,763) | (1,309,828) | ||
Nonredeemable noncontrolling interests | 0 | 0 | ||
Total equity (deficit) | (1,290,763) | (1,309,828) | ||
Total liabilities and equity | $ (2,705,102) | $ (2,393,624) |
Guarantor and Non-Guarantor S_7
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating Statement of Cash Flows) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Cash Flow Statements Captions [Line Items] | |||
Net cash provided by (used in) operating activities | $ (32,870) | $ 39,504 | $ 66,970 |
Cash flows from investing activities: | |||
Capital expenditures for property and equipment | (39,428) | (45,882) | (61,530) |
Capital expenditures for software | (8,206) | (2,662) | (6,898) |
Acquisitions, net of cash acquired | (565) | (121) | (1,920) |
Proceeds from the sale of hospitals | 52,734 | 40,848 | 32,081 |
Other investing activities, net | 3,574 | (489) | 0 |
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Net cash provided by (used in) investing activities | 8,109 | (8,306) | (38,267) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 640,000 | 490,000 | 508,000 |
Repayments under revolving credit facilities | (557,000) | (476,000) | (508,000) |
Borrowings of long-term debt | 280 | 105 | 376 |
Repayments of long-term debt | (54,270) | (41,918) | (39,195) |
Payments of debt issuance costs | 0 | (2,268) | (3,119) |
Payments on purchase contracts | (962) | 0 | 0 |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (590) | (1,996) | (1,508) |
Cash distributions to noncontrolling investors | (2,755) | (1,535) | (3,851) |
Purchases of shares from noncontrolling investors | (1,244) | ||
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | 24,703 | (33,612) | (48,541) |
Net change in cash and cash equivalents | (58) | (2,414) | (19,838) |
Cash and cash equivalents at beginning of period | 3,203 | 5,617 | 25,455 |
Cash and cash equivalents at end of period | 3,145 | 3,203 | 5,617 |
Reportable Legal Entities [Member] | Parent Issuer [Member] | |||
Condensed Cash Flow Statements Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (110,050) | (123,211) | (121,079) |
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 | 0 | 0 |
Other investing activities, net | 0 | 0 | |
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Net cash provided by (used in) investing activities | 0 | 0 | 0 |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 640,000 | 490,000 | 508,000 |
Repayments under revolving credit facilities | (557,000) | (476,000) | (508,000) |
Borrowings of long-term debt | 0 | 0 | 0 |
Repayments of long-term debt | (52,415) | (40,407) | (37,261) |
Payments of debt issuance costs | (2,268) | (3,119) | |
Payments on purchase contracts | 0 | 0 | |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | 0 | 0 |
Cash distributions to noncontrolling investors | 0 | 0 | 0 |
Purchases of shares from noncontrolling investors | 0 | ||
Changes in intercompany balances with affiliates, net | 79,497 | 152,044 | 140,901 |
Net cash provided by (used in) financing activities | 110,082 | 123,369 | 100,521 |
Net change in cash and cash equivalents | 32 | 158 | (20,558) |
Cash and cash equivalents at beginning of period | 1,209 | 1,051 | 21,609 |
Cash and cash equivalents at end of period | 1,241 | 1,209 | 1,051 |
Reportable Legal Entities [Member] | Other Guarantors [Member] | |||
Condensed Cash Flow Statements Captions [Line Items] | |||
Net cash provided by (used in) operating activities | 134,697 | 156,108 | 206,248 |
Cash flows from investing activities: | |||
Capital expenditures for property and equipment | (31,852) | (27,781) | (24,777) |
Capital expenditures for software | (6,081) | (2,471) | (6,090) |
Acquisitions, net of cash acquired | 0 | (42) | (29) |
Proceeds from the sale of hospitals | 52,734 | 39,325 | 11,925 |
Other investing activities, net | 524 | (406) | |
Changes in intercompany balances with affiliates, net | (146,651) | (164,186) | (183,829) |
Net cash provided by (used in) investing activities | (131,326) | (155,561) | (202,800) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 0 | 0 | 0 |
Repayments under revolving credit facilities | 0 | 0 | 0 |
Borrowings of long-term debt | 255 | 0 | 376 |
Repayments of long-term debt | (1,720) | (1,316) | (1,592) |
Payments of debt issuance costs | 0 | 0 | |
Payments on purchase contracts | (962) | 0 | |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (590) | (1,996) | (1,508) |
Cash distributions to noncontrolling investors | 0 | 0 | 0 |
Purchases of shares from noncontrolling investors | 0 | ||
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | (3,017) | (3,312) | (2,724) |
Net change in cash and cash equivalents | 354 | (2,765) | 724 |
Cash and cash equivalents at beginning of period | 1,457 | 4,222 | 3,498 |
Cash and cash equivalents at end of period | 1,811 | 1,457 | 4,222 |
Reportable Legal Entities [Member] | Non-Guarantors [Member] | |||
Condensed Cash Flow Statements Captions [Line Items] | |||
Net cash provided by (used in) operating activities | (57,517) | 6,607 | (18,199) |
Cash flows from investing activities: | |||
Capital expenditures for property and equipment | (7,576) | (18,101) | (36,753) |
Capital expenditures for software | (2,125) | (191) | (808) |
Acquisitions, net of cash acquired | (565) | (79) | (1,891) |
Proceeds from the sale of hospitals | 0 | 1,523 | 20,156 |
Other investing activities, net | 3,050 | (83) | |
Changes in intercompany balances with affiliates, net | 0 | 0 | 0 |
Net cash provided by (used in) investing activities | (7,216) | (16,931) | (19,296) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 0 | 0 | 0 |
Repayments under revolving credit facilities | 0 | 0 | 0 |
Borrowings of long-term debt | 25 | 105 | 0 |
Repayments of long-term debt | (135) | (195) | (342) |
Payments of debt issuance costs | 0 | 0 | |
Payments on purchase contracts | 0 | 0 | |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | 0 | 0 |
Cash distributions to noncontrolling investors | (2,755) | (1,535) | (3,851) |
Purchases of shares from noncontrolling investors | (1,244) | ||
Changes in intercompany balances with affiliates, net | 67,154 | 12,142 | 42,928 |
Net cash provided by (used in) financing activities | 64,289 | 10,517 | 37,491 |
Net change in cash and cash equivalents | (444) | 193 | (4) |
Cash and cash equivalents at beginning of period | 537 | 344 | 348 |
Cash and cash equivalents at end of period | 93 | 537 | 344 |
Eliminations [Member] | |||
Condensed Cash Flow Statements Captions [Line Items] | |||
Net cash provided by (used in) 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 | 0 | 0 |
Other investing activities, net | 0 | 0 | |
Changes in intercompany balances with affiliates, net | 146,651 | 164,186 | 183,829 |
Net cash provided by (used in) investing activities | 146,651 | 164,186 | 183,829 |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 0 | 0 | 0 |
Repayments under revolving credit facilities | 0 | 0 | 0 |
Borrowings of long-term debt | 0 | 0 | 0 |
Repayments of long-term debt | 0 | 0 | 0 |
Payments of debt issuance costs | 0 | 0 | |
Payments on purchase contracts | 0 | 0 | |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | 0 | 0 |
Cash distributions to noncontrolling investors | 0 | 0 | 0 |
Purchases of shares from noncontrolling investors | 0 | ||
Changes in intercompany balances with affiliates, net | (146,651) | (164,186) | (183,829) |
Net cash provided by (used in) financing activities | (146,651) | (164,186) | (183,829) |
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 |