Business Operations | 1. BUSINESS OPERATIONS SunLink Health Systems, Inc., through subsidiaries (“SunLink”, “we”, “our”, “ours”, “us” or the “Company”), owns businesses which are providers of healthcare services in certain markets in the United States. SunLink’s business is composed of the ownership of two business segments: Healthcare Services • A subsidiary which owns and operates Trace Regional Hospital and Trace Expended Care and Rehabilitation Center (“Trace”), an 84 licensed-bed acute care hospital, located in Houston, Mississippi, which includes an 18-bed geriatric psychology unit (“GPU”), and a 66-bed extended care and rehabilitation center. This facility focuses primarily on senior healthcare services. • A subsidiary, SunLink Health Systems Technology (“SHST Technology”), which provides information technology (“IT”) to outside customers and to SunLink subsidiaries. • A subsidiary which owns approximately five (5) acres of unimproved land in Houston, Mississippi • A subsidiary which owns approximately 25 acres of unimproved land in Ellijay, Georgia. Pharmacy The Pharmacy segment, which is composed of four operational areas: • Retail pharmacy products and services, consisting of retail pharmacy sales conducted in rural markets at two locations in Louisiana • Institutional pharmacy services consisting of the provision of specialty and non-specialty pharmaceutical and biological products to institutional clients or to patients in institutional settings, such as extended care and rehabilitation centers, nursing homes, assisted living facilities, behavioral and specialty hospitals, hospice, and correctional facilities. • Non-institutional Pharmacy services consisting of the provision of specialty and non-specialty pharmaceutical and biological products to clients or patients in non-institutional settings including private residential homes. • Durable medical equipment products and services (“DME”), consisting primarily of the sale and rental of products for institutional clients or to patients in institutional settings and patient-administered home care. SunLink subsidiaries have conducted the Healthcare Services business since 2001 and the Pharmacy operations since 2008. Our Pharmacy segment currently is operated through Carmichael’s Cashway Pharmacy, Inc. (“Carmichael”), a subsidiary of our SunLink ScriptsRx, LLC subsidiary. Throughout these notes to the consolidated financial statements, SunLink Health Systems, Inc., and its consolidated subsidiaries are referred to on a collective basis as “SunLink”, “we”, “our”, “ours”, “us” or the “Company.” This drafting style is not meant to indicate that the publicly traded Company or any particular subsidiary of the Company owns or operates any asset, business or property. The operations and businesses described in this filing are owned and operated by distinct and indirect subsidiaries of SunLink Health System, Inc. COVID-19 Pandemic and CARES Act Funding COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. We have been monitoring the COVID-19 pandemic and its impact on our operations, and we have taken significant steps intended to minimize the risk to our employees and patients. Certain employees have been working remotely, but we believe these remote work arrangements have not materially affected our ability to maintain critical business operations, which are being conducted substantially in accordance with our understanding of applicable government health and safety protocols and guidance issued in response to the COVID-19 pandemic, although such protocols and guidance are recent, rapidly changing and at times, unclear. Nevertheless, as in many healthcare environments, we have experienced COVID-19 illness, including deaths, and some employees have tested positive and were placed on leave or in quarantine. In late December 2020, we began receiving allotments of COVID-19 vaccine and have vaccinated patients, providers, employees, and staff in accordance with the protocols and guidelines in the states where we operate. Not all such individuals have been vaccinated to date and some individuals have not consented to vaccination. In our Healthcare businesses, we have experienced material reductions in demand and net revenues due to the COVID-19 outbreak. There appears to be minimal current demand for extended care and rehabilitation center admissions and clinic visits, and hospital services have substantially decreased. The availability and cost of medical supplies have adversely affected our Healthcare businesses, especially with respect to access to personal protective equipment, cleaning supplies and COVID-19 testing materials. We continue to monitor supplies and seek additional sources of many supply items. A reduction in the availability of qualified employees has also occurred and despite good faith efforts to do so, we have not yet been able to rehire or fully replace staff reductions which were previously furloughed, laid off or retired. Since the beginning of the COVID-19 pandemic, our Pharmacy business has experienced reduced sales trends in certain areas, increased costs and reduced staff. Many of our primary physician referral sources have been operating at substantially reduced capacity. Until these referral sources are at full capacity, we believe the COVID-19 pandemic will continue to affect the demand for DME products and Retail and Institutional Pharmacy drugs and products. Reductions in employee hours have been made in response to the lower demand. Extended care and rehabilitation centers nursing home admissions and other customers of such Institutional Pharmacy services are currently being adversely affected by the spreading of the COVID-19 pandemic, and this may be expected to have a further negative effect on such demand. Our Institutional Pharmacy services have experienced increased costs and operational inefficiencies due to measures taken to protect our employees and by access controls and other restrictions implemented by our institutional customers. The impact of the COVID-19 pandemic has negatively affected our supply processes, especially with respect to access to respiratory equipment and certain personal protective equipment and cleaning products. We believe the effect of the COVID–19 pandemic and public and governmental responses to it negatively affected our last six fiscal quarters results. During the period April 1, 2020 through June 30, 2021, our Healthcare and Pharmacy segments received $5,370 in general and targeted Provider Relief Fund (“PRF”) distributions. During the quarter ended June 30, 2020, we also received $3,234 in Paycheck Protection Program (“PPP”) loans administered by the SBA. Both the PRF and PPP funds are provided for under the CARES Act and we have received a total of $8,604 of such funding. The distributions from the PRF are not subject to repayment provided we are able to attest to and comply with the terms and conditions of the funding, including demonstrating that the funds received have been used for designated, allowable healthcare-related expenses and capital expenditures attributable to COVID-19 and for “Lost Revenues” as defined by HHS. Such PRF are accounted for as government grants and are recognized on a systematic and rational basis once there is reasonable assurance that the applicable terms and conditions required to retain the funds has been met. On June 11, 2021, revised HHS guidance was released which revised reporting requirements for recipients of PRF through HHS’ PRF Reporting Portal (“PRP). PRF received from April 10, 2020 to June 30, 2020 had a deadline to use the funds of June 30, 2021 and the usage is required to be reported to the PRP by September 30, 2021. PRF received from July 1, 2020 to December 31, 2020 has a deadline to use the funds of December 31, 2021 and the usage is required to be reported to the PRP by March 31. 2022. PRF received from January 1, 2021 to June 30, 2021 has a deadline to use the funds of June 30, 2022 and the usage is required to be reported to the PRP by September 30, 2022. We intend report to HHS by September 30, 2021 the usage of the funds consisting of amounts used for defined COVID-19 expenses and for defined Lost Revenues. Of the $5,370 of PRF s received during the period April 1, 2020 through June 30, 2021, we are reporting $4,933 of PRF as other income in our consolidated statement of operations for our fiscal year ended June 30, 2021 related to COVID-19 related expenses and Lost Revenues. The unrecognized amount of PRF are recorded under the caption “Unearned CARES Act Funds” in our consolidated balance sheets. We will continue to monitor compliance with the terms and conditions of the PRF and the impact of the pandemic on our revenues and expenses. If we are unable to attest to or comply with current or future terms and conditions, and there is no assurance we will be able to do so, our ability to retain some or all of the PRF received may be impacted, and we may have to return the unutilized portion of those funds, if any, in the future. PPP loan forgiveness is available if the loans were used to pay wages, rent, utilities and interest on certain debt during the 24-week period following receipt of the loan proceeds, subject to Federally-established terms and conditions. During the quarter ended June 30, 2021, $261 of our PPP loans and $3 of related accrued interest were forgiven by the SBA and $264 was recorded as income relating to the PPP loan forgiveness in the quarter ended June 30, 2021. In July and August 2021, we received notification that the remaining outstanding $2,972 of PPP loans and $38 of related accrued interest was forgiven by the SBA. During the quarter ended September 30, 2021, we expect to record $3,010 of income for PPP loan forgiveness. The Taxpayer Certainty and Disaster Tax Relief Act of 2020, enacted December 27, 2020, made a number of changes to employer retention tax credits previously made available under the CARES Act, including modifying and extending the Employee Retention Credit (“ERC”) through June 30, 2021. As a result of the new legislation eligible employers can now claim a refundable tax credit against the employer share of Social Security tax equal to 70% of the qualified wages they pay to employees after December 31, 2020 through June 30, 2021. Qualified wages are limited to $10 per employee per calendar quarter in 2021. Thus, the maximum ERC available is $7 per employee per calendar quarter, for a total of $14 in 2021. Going forward, the Company is unable to determine the extent to which the COVID-19 pandemic will continue to affect its assets and operations. Our ability to make estimates of the effect of the COVID-19 pandemic on revenues, expenses or changes in accounting judgments that have had or are reasonably likely to have a material effect on our financial statements is currently limited. The nature and extent of the effect of the COVID-19 pandemic on our balance sheet and results of operations will depend on: the severity and length of the pandemic; government actions to mitigate the pandemic’s effect; regulatory changes in response to the pandemic, especially those that affect our hospital, extended care and rehabilitation center and pharmacy operations; existing and potential government assistance that may be provided; and the requirements of PRF receipts, including our ability to retain such PRF received. |