Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 02, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | QUORUM HEALTH CORPORATION | |
Entity Central Index Key | 1,650,445 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | QHC | |
Amendment Flag | false | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 31,527,641 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Operating revenues | $ 557,847 | $ 1,731,007 | ||
Provision for bad debts | 58,545 | 173,919 | ||
Net operating revenues | $ 460,507 | 499,302 | $ 1,419,959 | 1,557,088 |
Operating costs and expenses: | ||||
Salaries and benefits | 226,237 | 251,780 | 705,868 | 781,691 |
Supplies | 48,949 | 58,657 | 160,732 | 186,591 |
Other operating expenses | 143,716 | 145,357 | 440,910 | 466,394 |
Depreciation and amortization | 16,612 | 20,735 | 52,015 | 63,441 |
Rent | 11,661 | 12,377 | 35,551 | 36,631 |
Electronic health records incentives earned | (31) | (287) | (617) | (4,516) |
Legal, professional and settlement costs | 1,519 | 2,050 | 10,349 | 6,519 |
Impairment of long-lived assets and goodwill | 32,438 | 5,261 | 72,198 | 21,461 |
Loss (gain) on sale of hospitals, net | 805 | 79 | 8,927 | (5,112) |
Loss on closure of hospitals, net | 1,111 | 0 | 18,195 | 0 |
Transaction costs related to the Spin-off | 0 | 173 | 0 | 204 |
Total operating costs and expenses | 483,017 | 496,182 | 1,504,128 | 1,553,304 |
Income (loss) from operations | (22,510) | 3,120 | (84,169) | 3,784 |
Interest expense, net | 32,450 | 32,216 | 95,307 | 90,204 |
Income (loss) before income taxes | (54,960) | (29,096) | (179,476) | (86,420) |
Provision for (benefit from) income taxes | (1,074) | (542) | (1,162) | (86) |
Net income (loss) | (53,886) | (28,554) | (178,314) | (86,334) |
Less: Net income (loss) attributable to noncontrolling interests | 54 | 637 | 1,200 | 1,048 |
Net income (loss) attributable to Quorum Health Corporation | $ (53,940) | $ (29,191) | $ (179,514) | $ (87,382) |
Earnings (loss) per share attributable to Quorum Health Corporation stockholders: | ||||
Basic and diluted | $ (1.85) | $ (1.03) | $ (6.21) | $ (3.11) |
Weighted-average shares outstanding: | ||||
Basic and diluted | 29,215,823 | 28,245,833 | 28,891,363 | 28,068,085 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (53,886) | $ (28,554) | $ (178,314) | $ (86,334) |
Amortization and recognition of unrecognized pension cost components, net of income taxes | 114 | 123 | 39 | 365 |
Comprehensive income (loss) | (53,772) | (28,431) | (178,275) | (85,969) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 54 | 637 | 1,200 | 1,048 |
Comprehensive income (loss) attributable to Quorum Health Corporation | $ (53,826) | $ (29,068) | $ (179,475) | $ (87,017) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Apr. 29, 2016 | Apr. 27, 2016 |
Current assets: | ||||||
Cash and cash equivalents | $ 6,066 | $ 5,617 | ||||
Patient accounts receivable, net of allowance for doubtful accounts of $352,509 at December 31, 2017 | 318,284 | 343,145 | ||||
Inventories | 46,964 | 53,459 | ||||
Prepaid expenses | 21,225 | 21,167 | ||||
Due from third-party payors | 64,109 | 97,202 | ||||
Current assets of hospitals held for sale | 0 | 8,112 | ||||
Other current assets | 58,162 | 47,440 | ||||
Total current assets | 514,810 | 576,142 | ||||
Property and equipment, at cost | 1,284,695 | 1,405,184 | ||||
Less: Accumulated depreciation and amortization | (718,309) | (729,905) | ||||
Total property and equipment, net | 566,386 | 675,279 | ||||
Goodwill | 401,073 | 409,229 | ||||
Intangible assets, net | 49,866 | 64,850 | ||||
Long-term assets of hospitals held for sale | 0 | 7,734 | ||||
Other long-term assets | 80,994 | 95,607 | ||||
Total assets | 1,613,129 | 1,828,841 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 1,544 | 1,855 | ||||
Accounts payable | 146,403 | 171,250 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 87,287 | 77,803 | ||||
Accrued interest | 22,046 | 10,466 | ||||
Due to third-party payors | 43,934 | 47,705 | ||||
Current liabilities of hospitals held for sale | 0 | 2,577 | ||||
Other current liabilities | 47,750 | 43,687 | ||||
Total current liabilities | 348,964 | 355,343 | ||||
Long-term debt | 1,185,684 | 1,212,035 | $ 1,250,497 | $ 24,179 | ||
Deferred income tax liabilities, net | 6,670 | 7,774 | ||||
Other long-term liabilities | 129,825 | 137,954 | ||||
Total liabilities | 1,671,143 | 1,713,106 | ||||
Redeemable noncontrolling interests | 2,279 | 2,325 | $ 1,578 | $ 6,807 | ||
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; 31,527,885 shares issued and outstanding at September 30, 2018, and 30,294,895 shares issued and outstanding at December 31, 2017 | 3 | 3 | ||||
Additional paid-in capital | 554,847 | 549,610 | ||||
Accumulated other comprehensive income (loss) | (1,917) | (1,956) | ||||
Accumulated deficit | (627,730) | (448,216) | ||||
Total Quorum Health Corporation stockholders' equity (deficit) | (74,797) | 99,441 | ||||
Nonredeemable noncontrolling interests | 14,504 | 13,969 | ||||
Total equity (deficit) | (60,293) | 113,410 | $ 135,933 | $ 215,569 | ||
Total liabilities and equity | $ 1,613,129 | $ 1,828,841 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful patient accounts | $ 0 | $ 352,509 |
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 | 31,527,885 | 30,294,895 |
Common stock, shares outstanding | 31,527,885 | 30,294,895 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (Unaudited) - 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) | (84,811) | 365 | (87,382) | 2,206 | ||
Stock-based compensation expense | 7,702 | 7,702 | ||||
Stock-based compensation expense, shares | 985,302 | |||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (1,503) | (1,503) | ||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares, shares | (217,850) | |||||
Cash distributions to noncontrolling investors | (3,809) | (3,809) | ||||
Reclassification of noncontrolling interests | 363 | 363 | ||||
Redemption of shares from noncontrolling interests | 2,158 | 2,235 | (77) | |||
Adjustments to redemption values of redeemable noncontrolling interests | 264 | 264 | ||||
Stockholders' equity, ending balance at Sep. 30, 2017 | 135,933 | $ 3 | 546,609 | (2,395) | (421,408) | 13,124 |
Stockholders' equity, ending balance, shares at Sep. 30, 2017 | 30,249,502 | |||||
Redeemable noncontrolling interests, beginning balance at Dec. 31, 2016 | 6,807 | |||||
Redeemable Noncontrolling Interests, Comprehensive income (loss) | (1,158) | |||||
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 | (264) | |||||
Redeemable noncontrolling interests, ending balance at Sep. 30, 2017 | 1,578 | |||||
Stockholders' equity, beginning balance at Dec. 31, 2017 | $ 113,410 | $ 3 | 549,610 | (1,956) | (448,216) | 13,969 |
Stockholders' equity, beginning balance, shares at Dec. 31, 2017 | 30,294,895 | 30,294,895 | ||||
Comprehensive income (loss) | $ (177,560) | 39 | (179,514) | 1,915 | ||
Stock-based compensation expense | 7,986 | 7,986 | ||||
Stock-based compensation expense, shares | 1,565,656 | |||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (1,979) | (1,979) | ||||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares, shares | (332,666) | |||||
Cash distributions to noncontrolling investors | (1,380) | (1,380) | ||||
Adjustments to redemption values of redeemable noncontrolling interests | (770) | (770) | ||||
Stockholders' equity, ending balance at Sep. 30, 2018 | $ (60,293) | $ 3 | $ 554,847 | $ (1,917) | $ (627,730) | $ 14,504 |
Stockholders' equity, ending balance, shares at Sep. 30, 2018 | 31,527,885 | |||||
Redeemable noncontrolling interests, beginning balance at Dec. 31, 2017 | $ 2,325 | |||||
Redeemable Noncontrolling Interests, Comprehensive income (loss) | (715) | |||||
Redeemable Noncontrolling Interests, Cash distributions to noncontrolling investors | (101) | |||||
Redeemable Noncontrolling Interests, Adjustments to redemption values of redeemable noncontrolling interests | 770 | |||||
Redeemable noncontrolling interests, ending balance at Sep. 30, 2018 | $ 2,279 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ (53,886) | $ (28,554) | $ (178,314) | $ (86,334) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 16,612 | 20,735 | 52,015 | 63,441 |
Non-cash interest expense, net | 1,860 | 1,793 | 6,394 | 3,223 |
Provision for (benefit from) deferred income taxes | (1,129) | (642) | (1,104) | (387) |
Stock-based compensation expense | 2,766 | 2,374 | 7,986 | 7,702 |
Impairment of long-lived assets and goodwill | 32,438 | 5,261 | 72,198 | 21,461 |
Loss (gain) on sale of hospitals, net | 805 | 79 | 8,927 | (5,112) |
Non-cash portion of loss on hospital closures | 0 | 0 | 6,394 | 0 |
Changes in reserves for self-insurance claims, net of payments | 4,623 | 4,999 | 15,003 | 16,253 |
Changes in reserves for legal, professional and settlement costs, net of payments | 0 | 0 | 0 | (3,651) |
Other non-cash expense (income), net | 380 | 233 | 387 | 238 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||||
Patient accounts receivable, net | 9,206 | 9,156 | 30,280 | (21,193) |
Due from and due to third-party payors, net | 8,344 | (3,176) | 29,322 | 12,231 |
Inventories, prepaid expenses and other current assets | (7,353) | 9,756 | (7,582) | 2,024 |
Accounts payable and accrued liabilities | 12,108 | (12,002) | 2,394 | (10,710) |
Long-term assets and liabilities, net | 1,560 | (268) | (1,365) | 1,603 |
Net cash provided by (used in) operating activities | 28,334 | 9,744 | 42,935 | 789 |
Cash flows from investing activities: | ||||
Capital expenditures for property and equipment | (9,576) | (11,525) | (34,895) | (50,667) |
Capital expenditures for software | (483) | (3,005) | (1,527) | (6,174) |
Acquisitions, net of cash acquired | (63) | (33) | (121) | (1,920) |
Proceeds from the sale of hospitals | 0 | 9,084 | 39,170 | 29,240 |
Other investing activities, net | 10 | 0 | 259 | 0 |
Net cash provided by (used in) investing activities | (10,112) | (5,479) | 2,886 | (29,521) |
Cash flows from financing activities: | ||||
Borrowings under revolving credit facilities | 121,000 | 131,000 | 368,000 | 433,000 |
Repayments under revolving credit facilities | (135,000) | (136,000) | (368,000) | (388,000) |
Borrowings of long-term debt | 90 | 175 | 157 | 247 |
Repayments of long-term debt | (354) | (4,670) | (31,801) | (16,517) |
Payments of debt issuance costs | 0 | (181) | (2,268) | (3,119) |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (36) | (14) | (1,979) | (1,503) |
Cash distributions to noncontrolling investors | (678) | 0 | (1,481) | (3,851) |
Purchases of shares from noncontrolling investors | 0 | (1,244) | 0 | (1,244) |
Net cash provided by (used in) financing activities | (14,978) | (10,934) | (37,372) | 19,013 |
Net change in cash, cash equivalents and restricted cash | 3,244 | (6,669) | 8,449 | (9,719) |
Cash, cash equivalents and restricted cash at beginning of period | 10,822 | 22,405 | 5,617 | 25,455 |
Cash, cash equivalents and restricted cash at end of period | 14,066 | 15,736 | 14,066 | 15,736 |
Supplemental cash flow information: | ||||
Interest payments, net | 18,702 | 13,105 | 77,413 | 79,677 |
Income tax payments, net of refunds | 46 | 311 | 533 | 339 |
Non-cash purchases of property and equipment under capital lease obligations | $ 0 | $ 0 | $ 0 | $ 54 |
Description of the Business and
Description of the Business and Spin-Off | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of the Business and Spin-off | NOTE 1 – DESCRIPTION OF THE BUSINESS AND SPIN-OFF 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 September 30, 2018, the Company owned or leased a diversified portfolio of 27 hospitals in rural and mid-sized markets, which are located in 14 states and have a total of 2,604 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. Description of the Spin-off On April 29, 2016, Community Health Systems, Inc. (“CHS”, or “Parent” when referring to the carve-out period prior to April 29, 2016) completed the spin-off of 38 hospitals, including their affiliated facilities, and QHR to form Quorum Health Corporation through the distribution of 100% of the common stock of QHC, issued at a par value of $0.0001 per share, to CHS stockholders of record as of the close of business on April 22, 2016 (the “Record Date”) and cash proceeds to CHS of $1.2 billion (the “Spin-off”). Each CHS stockholder received a distribution of one share of QHC common stock for every four shares of CHS common stock held as of the Record Date plus cash in lieu of fractional shares. Quorum Health Corporation began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “QHC” on May 2, 2016. In connection with the Spin-off, QHC issued $400 million in aggregate principal amount of 11.625% Senior Notes due 2023 (the “Senior Notes”) on April 22, 2016, pursuant to an indenture (the “Indenture”) by and between the Company and Regions Bank, as Trustee. The Senior Notes were issued at a discount of $6.9 million, or 1.734%. The gross offering proceeds of the Senior Notes were deposited into a segregated escrow account at the closing of the offering on April 22, 2016. On April 29, 2016, the Company entered into a credit agreement (the “Senior Credit Facility”) consisting of an $880 million senior secured term loan facility (the “Term Loan Facility”), which was issued at a discount of $17.6 million, or 98% of par value, and a $100 million senior secured revolving credit facility (the “Revolving Credit Facility”). In addition, the Company entered into a $125 million senior secured asset-based revolving credit facility (the “ABL Credit Facility”) on April 29, 2016. The net offering proceeds of the Senior Notes were released to QHC from the escrow account on April 29, 2016. The net offering proceeds of the Senior Notes, together with the net borrowings under the Term Loan Facility, were used to pay $1.2 billion of the cash proceeds to CHS, as mentioned above, and to pay the Company’s fees and expenses related to the Spin-off. The cash proceeds paid to CHS were characterized as a one-time, tax-free cash distribution. In connection with the Spin-off, QHC and CHS entered into a Separation and Distribution Agreement, a Tax Matters Agreement and an Employee Matters Agreement on April 29, 2016, which, collectively, governed or continue to govern the allocation of employees, assets and liabilities that were transferred to QHC from CHS, including but not limited to investments, working capital, property and equipment, employee benefits and deferred tax assets and liabilities. In addition, QHC and CHS entered into various transition services agreements and other ancillary agreements that govern certain relationships and activities of QHC and CHS for five years following the Spin-off. See Note 16 — Related Party Transactions for additional information on the agreements that exist between QHC and CHS after the Spin-off. In connection with the Spin-off, CHS contributed $530.6 million of additional paid-in capital to QHC and made a $13.5 million cash contribution to QHC, pursuant to the Separation and Distribution Agreement. This contribution consisted of $20.0 million of cash contributed to fund a portion of QHC’s initial working capital, reduced by $6.5 million for the difference in estimated and actual financing transaction fees related to the Spin-off. The following table provides a summary of the major transactions to effect the Spin-off of QHC as a newly formed, independent company (dollars in thousands): Additional Long-Term Due to Common Stock Paid-in Parent's Debt Parent, Net Shares Amount Capital Equity Balance at April 29, 2016 (prior to the Spin-off) $ 24,179 $ 1,813,836 — $ — $ — $ 3,137 Borrowings of long-term debt, net of debt issuance discounts 1,255,464 — — — — — Payments of debt issuance costs (29,146 ) — — — — — Cash proceeds paid to Parent — (1,217,336 ) — — — — Transfer of liabilities from Parent — (22,292 ) — — — — Net deferred income tax liability resulting from the Spin-off — (46,783 ) — — — — Non-cash capital contribution from Parent — (527,425 ) — — 530,562 (3,137 ) Distribution of common stock — — 27,719,645 3 (3 ) — Distribution of restricted stock awards — — 692,409 — — — Balance at April 29, 2016 (after the Spin-off) $ 1,250,497 $ — 28,412,054 $ 3 $ 530,559 $ — |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed 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 condensed 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 interim periods presented. Results of operations for interim periods should not be considered indicative of the results of operations expected for the full year ending December 31, 2018. Certain information and disclosures have been condensed or omitted as presented herein and as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim period presentation. The Company’s management believes the financial statements and disclosures presented herein are adequate in order to make the information presented not misleading. The condensed consolidated financial statements should be read in conjunction with the consolidated and combined financial statements and accompanying notes thereto for the year ended December 31, 2017, contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2018 (the “2017 Annual Report on Form 10-K”). Principles of Consolidation The condensed 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. Reclassifications and Immaterial Restatements Certain revisions have been made to prior period balances as follows: Beginning in the fourth quarter of 2017, the Company reclassified and separately presented in its consolidated statements of cash flows the amounts for gross borrowings and repayments of its revolving credit facilities. Both items are included in cash flows from financing activities. Previously, these amounts were netted in the Company’s presentation of its consolidated statements of cash flow. This reclassification is considered immaterial and had no effect on the Company’s consolidated results of operations or financial position. 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 Adoption of ASC Topic 606 “Revenue from Contracts with Customers” On January 1, 2018, the Company adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) using the modified retrospective method to all contracts existing on January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to • Prior to the adoption of ASC 606, a significant portion of the Company’s allowance for doubtful accounts related to amounts due from self-pay patients, as well as co-pays and deductibles owed to the Company by patients with insurance. Under ASC 606, the estimated allowance for these patient accounts is generally considered a direct reduction to net operating revenues rather than as a provision for bad debts. • Prior to the adoption of ASC 606, the Company’s presentation and disclosure of net revenue by payor included the portion of the revenue related to co-pays and deductibles as third-party revenues. Under ASC 606, the co-pays and deductibles portions of net revenue are classified as self-pay after insurance. 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, health maintenance organizations, preferred provider 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 are outsourced to CHS under the transition services agreements that were entered into in connection with the Spin-off. See Note 16 — 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 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): Three Months Ended September 30, 2018 2017 $ Amount % of Total $ Amount % of Total Medicare $ 123,788 26.9 % $ 156,547 31.4 % Medicaid 97,803 21.2 % 92,563 18.5 % Managed care and commercial plans 185,493 40.3 % 184,390 36.9 % Self-pay and self-pay after insurance 33,647 7.3 % 42,385 8.5 % Non-patient 19,776 4.3 % 23,417 4.7 % Total net operating revenues $ 460,507 100.0 % $ 499,302 100.0 % Nine Months Ended September 30, 2018 2017 $ Amount % of Total $ Amount % of Total Medicare $ 398,477 28.1 % $ 468,627 30.1 % Medicaid 270,047 19.0 % 292,380 18.8 % Managed care and commercial plans 560,445 39.5 % 583,073 37.4 % Self-pay and self-pay after insurance 125,619 8.8 % 140,296 9.0 % Non-patient 65,371 4.6 % 72,712 4.7 % Total net operating revenues $ 1,419,959 100.0 % $ 1,557,088 100.0 % Revenues from Medicare Advantage Plans that are included in Medicare revenues in the table above were $32.0 million and $47.0 million for the three months ended September 30, 2018 and 2017, respectively, and $103.4 million and $133.4 million for the nine months ended September 30, 2018 and 2017, respectively. Contractual Adjustments 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. 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 three and nine months ended September 30, 2018 was not material and is included in other operating expenses in the Company’s consolidated statements of income. Billing and collections are outsourced to CHS under certain transition services agreements that were put in place by CHS in connection with the Spin-off. The Company’s contractual adjustments are impacted by the timing and ability of CHS to monitor the classification and collection of the Company’s patient accounts receivable. 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. 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 $(0.5) million and $2.5 million during the three months ended September 30, 2018 and 2017, respectively, and $(0.4) million and $2.5 million during the nine months ended September 30, 2018 and 2017, respectively. Currently, several states utilize 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 programs are designed with input from 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 Company’s consolidated balance sheets. The following table provides a summary of the components of amounts due from and due to third-party payors (in thousands): September 30, December 31, 2018 2017 Amounts due from third-party payors: Previous program reimbursements and final cost report settlements $ 13,878 $ 17,383 State supplemental payment programs 50,231 79,819 Total amounts due from third-party payors $ 64,109 $ 97,202 Amounts due to third-party payors: Previous program reimbursements and final cost report settlements $ 32,830 $ 33,163 State supplemental payment programs 11,104 14,542 Total amounts due to third-party payors $ 43,934 $ 47,705 After a state supplemental payment program is approved and fully authorized by the appropriate state legislative or governmental agency, the Company recognizes revenue and related expenses based on the terms of the program in the period in which 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 Company’s consolidated statements of income. The following table provides a summary of the portion of Medicaid reimbursements included in the Company’s consolidated statements of income that are attributable to state supplemental payment programs (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Medicaid state supplemental payment program revenues $ 57,555 $ 46,866 $ 158,186 $ 138,544 Provider taxes and other expenses 19,131 16,523 55,326 50,646 Reimbursements attributable to state supplemental payment programs, net of expenses $ 38,424 $ 30,343 $ 102,860 $ 87,898 The California Department of Health Care Services administers the Hospital Quality Assurance Fee (“HQAF”) program, imposing a fee on certain general and acute care California hospitals. Revenues generated from these fees provide funding for the non-federal supplemental payments to California hospitals that serve California’s Medi-Cal and uninsured patients. Under the HQAF program, the Company recognized $8.7 million of Medicaid revenues and $0.1 million of provider taxes for the three months ended September 30, 2018 and $24.4 million of Medicaid revenues and $4.4 million of provider taxes for the nine months ended September 30, 2018. There were no corresponding amounts recognized in the three and nine months ended September 30, 2017. The revenues and fees for the full year 2017 were recognized in the fourth quarter of 2017 when CMS approved the program. The Company recognized $7.3 million of Medicaid revenues in the three and nine months ended September 30, 2018 related to the sale the Illinois property tax credits. Recognition of the benefit from the Illinois credits was previously recognized as a reduction in other operating expenses. For the three and nine months ended September 30, 2017, the Company recognized $7.8 million from the sale the Illinois property tax credits as a direct reduction to other operating expenses. The Company determined that the Illinois property tax credits operate as a supplemental payment program for uncompensated charity care. 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; therefore, the related charges are recorded in operating revenues at standard billing rates and fully offset in contractual adjustments. The Company’s gross amounts of charity care revenues were $7.6 million and $5.7 million for the three months ended September 30, 2018 and 2017, respectively, and $26.9 million and $25.6 million for the nine months ended September 30, 2018 and 2017, respectively. 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, CHS’s business office operations, including the CHS shared services centers’ 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. 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 CHS’ billing and collection efforts, including their current policies on collections, and the ability of the Company to further attempt collection efforts. Billings and collections are outsourced to CHS under the transition services agreements that were established with the Spin-off. See Note 16 — Related Party Transactions for additional information on these agreements. The following table provides a summary of the changes in the allowance for doubtful accounts (in thousands): Nine Months Ended September 30, 2018 Balance at beginning of period $ 352,509 Provision for bad debts — Impact of adoption of ASC 606 (352,509 ) Balance at end of period $ — The Company has elected the practical expedient allowed under FASB ASC 606-10-32-18 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 340-40-25-4 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 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 represents a significant concentration of credit risk from payors. Accounts receivable, net of contractual adjustments, from Medicare were $59.0 million and $66.6 million, or 18.5% and 18.2% of total patient accounts receivable, net as of September 30, 2018 and December 31, 2017, respectively. Additionally, the Company believes Illinois Medicaid represents a significant concentration of credit risk to the Company, due to the fiscal problems in the state of Illinois that can 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 $21.5 million and $28.8 million, or 6.7% and 7.9% of total patient accounts receivable, net as of September 30, 2018 and December 31, 2017, respectively. The Company’s state supplemental program receivables from Illinois Medicaid were $1.3 million and $22.9 million, or 2.1% and 23.5% of total due from third-party payors, as of September 30, 2018 and December 31, 2017, respectively. The Company also believes California Medicaid represents a significant concentration of credit risk to the Company. The Company’s state supplemental program receivables from California Medicaid were $34.2 million and $48.4 million, or 53.3% and 49.8% of total due from third-party payors, as of September 30, 2018 and December 31, 2017, 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 condition or cash flows. Changes to 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. 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 period (dollars in thousands): Number of Nine Months Ended September 30, Hospitals at 2018 2017 September 30, 2018 $ Amount % of Total $ Amount % of Total Illinois 8 $ 554,909 41.0 % $ 559,068 37.7 % Oregon 1 172,319 12.7 % 155,903 10.5 % California 2 136,357 10.1 % 112,260 7.6 % Kentucky 3 87,935 6.5 % 85,017 5.7 % Other Operating Expenses The following table provides a summary of the major components of other operating expenses (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Purchased services $ 37,955 $ 40,716 $ 116,537 $ 130,155 Taxes and insurance 33,631 24,929 100,313 92,782 Medical specialist fees 26,078 27,254 79,459 84,605 Transition services agreements 14,101 15,468 43,284 47,736 Repairs and maintenance 8,962 10,166 27,659 31,368 Utilities 6,559 7,853 18,274 21,245 Other miscellaneous operating expenses 16,430 18,971 55,384 58,503 Total other operating expenses $ 143,716 $ 145,357 $ 440,910 $ 466,394 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, which primarily include the costs of providing information technology, patient billing and collections and payroll services, are included in “Transition services agreements” in the table above. See Note 16 — Related Party Transactions and Note 17 — Commitments and Contingencies for additional information on the transition services agreements with CHS. 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, investor relations and human resources. These costs primarily consist of salaries and benefits expenses associated with these corporate office functions. General and administrative costs of the Company were $14.2 million and $13.8 million during the three months ended September 30, 2018 and 2017, respectively, and $49.1 million and $43.9 million during the nine months ended September 30, 2018 and 2017, respectively. General and administrative costs of the Company include severance costs at the corporate office of $1.6 million during the three months ended September 30, 2018 with no corresponding amount during the three months ended September 30, 2017, and $6.2 million and $0.6 million during the nine months ended September 30, 2018 and 2017, respectively. Electronic Health Records Incentives Earned 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 incurs both capital expenditures and operating expenses in connection with the implementation of EHR technology initiatives. The amounts and timing of these expenditures does not directly correlate with the timing of the Company’s receipt or recognition of EHR incentive payments as earned. The Company is nearing completion of its full implementation of certified EHR, and therefore, its EHR incentive payments are declining and will ultimately end. The Company recognized EHR incentives earned of less than $0.1 million and $0.3 million for the three months ended September 30, 2018 and 2017, respectively, and $0.6 million and $4.5 million for the nine months ended September 30, 2018 and 2017, respectively, which were recorded as a reduction to operating expenses in the Company’s consolidated statements of income. 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 costs, regulatory claims, government investigations into reimbursement payments and other litigation matters. Loss (Gain) on Sale of Hospitals, Net Loss (gain) on sale of hospitals, net relates to the Company’s divestiture of hospitals and outpatient facilities. It is calculated as the difference between the cash proceeds 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 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 and other costs incurred by the Company related to the closure. Transaction Costs Related to the Spin-off Transaction costs related to the Spin-off consists of QHC’s portion of the costs to effect the Spin-off and the costs associated with forming a new company. These costs include audit fees, management advisory and consulting costs, investment advisory costs, legal expenses and other miscellaneous costs. 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 a |
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets and Goodwill | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Impairment of Long-Lived Assets and Goodwill | NOTE 3 – IMPAIRMENT OF LONG-LIVED ASSETS AND GOODWILL During the three months ended September 30, 2018, the Company evaluated the fair value of hospitals intended for divestiture. In connection with this evaluation, the Company recognized long-lived asset impairment of $32.4 million during the three months ended September 30, 2018, which consisted of $31.5 million of property and equipment and $0.9 million of capitalized software costs. During the three months ended March 31, 2018, the Company evaluated the fair value of hospitals intended for divestiture. In connection with this evaluation, the Company recognized long-lived asset impairment of $39.8 million during the three months ended March 31, 2018, which consisted of $34.7 million of property and equipment and $5.1 million of capitalized software costs. During the three months ended September 30, 2017, the Company evaluated the fair value of hospitals classified as held for sale and other hospitals intended for potential divestiture. In connection with this evaluation, the Company recognized long-lived asset and goodwill impairment of $5.3 million during the three months ended September 30, 2017, which consisted of $3.7 million of property and equipment, $1.0 million of intangibles and $0.6 million of goodwill impairment. During the three months ended June 30, 2017, the Company evaluated the fair value of hospitals classified as held for sale and other hospitals intended for potential divestiture. In connection with this evaluation, the Company recognized $12.9 million of impairment to property and equipment during the three months ended June 30, 2017. During the three months ended March 31, 2017, management made a decision to classify certain hospitals as held for sale. In connection with this decision, the Company evaluated the estimated relative fair value of the hospitals classified as held for sale in relation to the overall fair value of the hospital operations reporting unit utilizing a September 30, 2016 measurement date, which was the measurement date of the Company’s most recent annual goodwill impairment analysis, and recognized long-lived asset and goodwill impairment of $3.3 million during the three months ended March 31, 2017, which consisted of $1.1 million of property and equipment, $0.8 million of capitalized software costs and $1.4 million of goodwill. |
Divestitures
Divestitures | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Divestitures | NOTE 4 –DIVESTITURES McKenzie Regional Hospital On September 30, 2018, the Company sold 45-bed McKenzie Regional Hospital and its affiliated facilities (“McKenzie”), located in McKenzie, Tennessee, for proceeds of $1.7 million, which were received in October 2018. For the three months ended September 30, 2018 and 2017, the Company’s operating results included pre-tax losses of $4.2 million and $1.3 million, respectively, related to McKenzie, and pre-tax losses of $6.0 million and $3.2 million for the nine months ended September 30, 2018 and 2017, respectively. In addition to the above, the Company recorded a $0.7 million loss on the sale of McKenzie in the nine months ended September 30, 2018, which includes a write-off of allocated goodwill of $0.4 million. Clearview Regional Medical Center On March 31, 2018, the Company sold 77-bed Clearview Regional Medical Center and its affiliated facilities (“Clearview”), located in Monroe, Georgia, for proceeds of $37.4 million, of which $8.0 million was placed in an escrow account subject to resolution of certain outstanding litigation initiated before the Spin-off and for which CHS agreed to indemnify the Company for the resulting liability. For the three months ended September 30, 2018 and 2017, the Company’s operating results included pre-tax losses of $1.7 million and $0.7 million, respectively, related to Clearview, and pre-tax losses of $5.3 million and $2.3 million for the nine months ended September 30, 2018 and 2017, respectively. In addition to the above, the Company recorded a $7.9 million loss on the sale of Clearview in the nine months ended September 30, 2018, which includes a write-off of allocated goodwill of $9.4 million. Vista Medical Center West On March 1, 2018, the Company sold 70-bed Vista Medical Center West and its affiliated facilities (“Vista West”), located in Waukegan, Illinois, for proceeds of $1.2 million. For the three months ended September 30, 2018 and 2017, the Company’s operating results included pre-tax losses of $1.3 million and $0.2 million, respectively, related to Vista West, and pre-tax losses of $2.1 million and $1.5 million for the nine months ended September 30, 2018 and 2017, respectively. In addition to the above, the Company recorded a $0.2 million loss on the sale of Vista West in the nine months ended September 30, 2018. Affinity Medical Center On January 5, 2018, the Company announced plans to close Affinity Medical Center (“Affinity”) located in Massillon, Ohio. Subsequent to January 5, 2018, the Company’s affiliates entered into an agreement with the City of Massillon related to the closure whereby all of the owned real property and a portion of the related tangible assets located at the hospital would be transferred to the City of Massillon in exchange for nominal consideration and the City of Massillon’s assumption of certain ongoing real property lease obligations and equipment lease obligations. Operations ceased on February 11, 2018 and the Company transferred the agreed-upon assets to the City of Massillon on May 16, 2018. For the three months ended September 30, 2018 and 2017, the Company’s operating results included pre-tax losses of $2.2 million and $2.3 million respectively, related to Affinity, and pre-tax losses of $26.6 million and $8.3 million for the nine months ended September 30, 2018 and 2017, respectively. Included in the pre-tax loss for the nine months ended September 30, 2018 was $18.2 million of closure costs related to the closure of Affinity which includes $8.1 million of severance and salary continuation costs, $5.0 million in losses associated with the disposal of assets that have no future value to the Company and $5.1 million of other costs and fees related to termination of contracts and other miscellaneous costs. The Company anticipates that in the remainder of 2018 it will incur costs, beyond those already incurred of approximately $0.5 million to $1.0 million related to the wind down and transfer of assets to other facilities. In addition, beyond 2018, the Company is obligated to maintain patient health records for approximately 19 years with an estimated annual cost of $0.3 million. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT The following table provides a summary of the components of property and equipment (in thousands): September 30, December 31, 2018 2017 Property and equipment, at cost: Land and improvements $ 51,983 $ 70,731 Building and improvements 724,753 790,619 Equipment and fixtures 496,939 529,150 Construction in progress 11,020 14,684 Total property and equipment, at cost 1,284,695 1,405,184 Less: Accumulated depreciation and amortization (718,309 ) (729,905 ) Total property and equipment, net $ 566,386 $ 675,279 Depreciation expense was $12.4 million and $14.6 million for the three months ended September 30, 2018 and 2017, respectively, and $37.6 million and $45.2 million for the nine months ended September 30, 2018 and 2017, respectively. See Note 6 Purchases of property and equipment accrued in accounts payable were $3.0 million and $6.8 million as of September 30, 2018 and December 31, 2017, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 6 – GOODWILL AND INTANGIBLE ASSETS Goodwill The following table provides a summary of changes in goodwill (in thousands): Nine Months Ended September 30, 2018 Balance at beginning of period $ 409,229 Acquisitions 77 Divestitures (9,826 ) Reclasses from held for sale 1,593 Balance at end of period $ 401,073 Goodwill related to the Company’s hospital operations reporting unit was $367.7 million and $375.9 million as of September 30, 2018 and December 31, 2017, respectively. Goodwill related to the Company’s hospital management advisory and healthcare consulting services reporting unit was $33.3 million at both September 30, 2018 and December 31, 2017. Intangible Assets The following table provides a summary of the components of intangible assets (in thousands): September 30, December 31, 2018 2017 Finite-lived intangible assets: Capitalized software costs: Cost $ 144,571 $ 159,449 Accumulated amortization (109,322 ) (111,661 ) Capitalized software costs, net 35,249 47,788 Physician guarantee contracts: Cost 5,431 7,489 Accumulated amortization (3,147 ) (4,290 ) Physician guarantee contracts, net 2,284 3,199 Other finite-lived intangible assets: Cost 43,221 43,376 Accumulated amortization (36,013 ) (34,668 ) Other finite-lived intangible assets, net 7,208 8,708 Total finite-lived intangible assets Cost 193,223 210,314 Accumulated amortization (148,482 ) (150,618 ) Total finite-lived intangible assets, net $ 44,741 $ 59,696 Indefinite-lived intangible assets: Tradenames $ 4,000 $ 4,000 Licenses and other indefinite-lived intangible assets 1,125 1,154 Total indefinite-lived intangible assets $ 5,125 $ 5,154 Total intangible assets: Cost $ 198,348 $ 215,468 Accumulated amortization (148,482 ) (150,618 ) Total intangible assets, net $ 49,866 $ 64,850 As of September 30, 2018, the Company had $0.9 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. Amortization Expense The following table provides a summary of the components of amortization expense (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Amortization of finite-lived intangible assets: Capitalized software costs $ 2,416 $ 3,889 $ 8,515 $ 12,428 Physician guarantee contracts 497 416 1,942 1,572 Other finite-lived intangible assets 508 920 1,522 2,046 Total amortization expense related to finite-lived intangible assets 3,421 5,225 11,979 16,046 Amortization of leasehold improvements and property and equipment assets held under capital lease obligations 792 886 2,468 2,225 Total amortization expense $ 4,213 $ 6,111 $ 14,447 $ 18,271 As of September 30, 2018, 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 3.8 years. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 7 – LONG-TERM DEBT The following table provides a summary of the components of long-term debt (in thousands): September 30, December 31, 2018 2017 Senior Credit Facility: Revolving Credit Facility, maturing 2021 $ — $ — Term Loan Facility, maturing 2022 800,696 831,158 ABL Credit Facility, maturing 2021 — — Senior Notes, maturing 2023 400,000 400,000 Unamortized debt issuance costs and discounts (37,953 ) (42,934 ) Capital lease obligations 23,607 24,411 Other debt 878 1,255 Total debt 1,187,228 1,213,890 Less: Current maturities of long-term debt (1,544 ) (1,855 ) Total long-term debt $ 1,185,684 $ 1,212,035 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 through maturity. The CS Second Amendment further reduced the Revolving Credit Facility’s capacity to $62.5 million through maturity, effective with the execution of the amendment 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, further amended the Secured Net Leverage Ratio for the period July 1, 2017 through maturity. As of September 30, 2018, the Company had a Secured Net Leverage Ratio of 4.15 to 1.00 implying additional borrowing capacity of $167.0 million as of September 30, 2018. 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 and as defined in the CS Agreement follows: Maximum Secured Net Period Leverage Ratio Period from January 1, 2017 to June 30, 2017 4.50 to 1.00 Period from July 1, 2017 to June 30, 2018 4.75 to 1.00 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. • Through December 31, 2018, the Company may request to exercise Incremental Term Loan Commitments, as defined in the CS Agreement, only if the Secured Net Leverage Ratio, adjusted for the requested Incremental Term Loan borrowing, is below 3.35 to 1.00. After December 31, 2018, 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. • Through December 31, 2018, the Company is allowed to incur Permitted Additional Debt, as defined in the CS Agreement, only if the Total Leverage Ratio, adjusted for the Permitted Additional Debt, is below 4.50 to 1.00. After December 31, 2018, 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 9.29% as of September 30, 2018. Interest 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. Borrowings from the Revolving Credit Facility are used for working capital and general corporate purposes. As of September 30, 2018, the Company had no borrowings outstanding under the Revolving Credit Facility and had $13.7 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 September 30, 2018, the Company had borrowing capacity under its Revolving Credit Facility of $48.8 million. 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 September 30, 2018, the Company had no borrowings outstanding on the ABL Credit Facility and borrowing capacity of $120.3 million. The ABL Credit Facility has a maturity date of April 29, 2021, subject to customary acceleration events and repayment, extension or refinancing. Interest 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. 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, the Company 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 September 30, 2018. 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. 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, 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 may redeem 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 is 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 dates 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): September 30, December 31, 2018 2017 Debt issuance costs $ 34,533 $ 32,265 Debt discounts 24,536 24,536 Total debt issuance costs and discounts at origination 59,069 56,801 Less: Amortization of debt issuance costs and discounts (21,116 ) (13,867 ) Total unamortized debt issuance costs and discounts $ 37,953 $ 42,934 Capital Lease Obligations and Other Debt The Company’s debt arising from capital lease obligations primarily relates to its corporate office in Brentwood, Tennessee. As of September 30, 2018 and December 31, 2017, this capital lease obligation was $17.4 million and $17.9 million, respectively. The remainder of the Company’s capital lease obligations relate to property and equipment at its hospitals and QHR. Other debt consists of physician loans and miscellaneous notes payable to banks. Debt Maturities The following table provides a summary of debt maturities for the next five years and thereafter (in thousands): September 30, 2018 Remainder of 2018 $ 403 2019 1,549 2020 1,621 2021 1,639 2022 802,096 Thereafter 417,873 Total debt, excluding unamortized debt issuance costs and discounts $ 1,225,181 Interest Expense, Net The following table provides a summary of the components of interest expense, net (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Senior Credit Facility: Revolving Credit Facility $ 63 $ 98 $ 205 $ 429 Term Loan Facility 18,121 17,512 53,174 48,795 ABL Credit Facility 276 638 1,115 1,507 Senior Notes 11,626 11,631 34,865 34,886 Amortization of debt issuance costs and discounts 2,079 2,067 7,249 6,271 All other interest expense (income), net 285 270 (1,301 ) (1,684 ) Total interest expense, net $ 32,450 $ 32,216 $ 95,307 $ 90,204 |
Other Long-Term Assets and Othe
Other Long-Term Assets and Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Other Noncurrent Assets And Other Noncurrent Liabilities Disclosure [Abstract] | |
Other Long-Term Assets and Other Long-Term Liabilities | NOTE 8 – OTHER LONG-TERM ASSETS AND OTHER LONG-TERM LIABILITIES The following table provides a summary of the components of other long-term assets (in thousands): September 30, December 31, 2018 2017 Receivable for professional and general liability insurance reserves indemnified by CHS $ 31,903 $ 44,377 Receivable for workers' compensation liability insurance reserves indemnified by CHS 11,734 14,545 Nonqualified Deferred Compensation Plan Assets 18,432 23,052 Restricted cash 8,000 — Other miscellaneous long-term assets 10,925 13,633 Total other long-term assets $ 80,994 $ 95,607 The following table provides a summary of the components of other long-term liabilities (in thousands): September 30, December 31, 2018 2017 Professional and general liability insurance reserves $ 78,612 $ 76,993 Workers' compensation liability insurance reserves 17,879 18,558 Benefit plan liabilities 28,639 36,103 Deferred rent 2,770 4,268 Other miscellaneous long-term liabilities 1,925 2,032 Total other long-term liabilities $ 129,825 $ 137,954 See Note 17 — Commitments and Contingencies for additional information about the Company’s insurance reserves. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 9 – 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 following table provides a summary of the carrying amounts and estimated fair values of the Company’s long-term debt (in thousands): September 30, 2018 December 31, 2017 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Revolving Credit Facility $ — $ — $ — $ — Term Loan Facility 800,696 813,211 831,158 838,954 ABL Credit Facility — — — — Senior Notes 400,000 401,088 400,000 393,396 Other debt 24,485 24,485 25,666 25,666 Total debt, excluding unamortized debt issuance costs and discounts $ 1,225,181 $ 1,238,784 $ 1,256,824 $ 1,258,016 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 fair values for the Company’s long-term debt instruments follows: • Term Loan Facility . • Senior Notes . • All other debt . |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | NOTE 10 – EQUITY Preferred Stock In connection with the Spin-off, the Company authorized 100,000,000 shares of preferred stock, par value of $0.0001 per share. No shares have been issued as of September 30, 2018. The Board has the discretion, subject to limitations prescribed by Delaware law and by the Company’s amended and restated certificate of incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock, when and if issued. Common Stock In connection with the Spin-off, the Company authorized 300,000,000 shares of common stock, par value of $0.0001 per share, and issued 28,412,054 shares of common stock on April 29, 2016 to CHS stockholders of record on the Record Date, or April 22, 2016. The common stock began trading on the NYSE on May 2, 2016 under the ticker symbol “QHC.” As of September 30, 2018 and December 31, 2017, the Company had 31,527,885 shares and 30,294,895 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 in excess of par value of common stock 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 — Description of the Business and Spin-off for a summary of the major transactions to effect the Spin-off. Accumulated Deficit Accumulated deficit of the Company represents the Company’s cumulative net losses since the Spin-off date. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
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 tax of multiple state and local jurisdictions. The Company provides for income taxes based on the enacted tax laws and rates in jurisdictions in which it conducts its operations. On December 22, 2017, the Tax Act was enacted, significantly decreasing the U.S. federal income tax rate from 35% to 21% for corporations effective January 1, 2018. As a result, the Company remeasured its deferred tax assets, liabilities and related valuation allowances as of the date of enactment. This remeasurement yielded a one-time benefit of approximately $24.0 million due to the lower income tax rate in the fourth quarter of 2017. Given the substantial changes associated with the Tax Act, the estimated financial impacts for 2017 are provisional and subject to further interpretation and clarification of the Tax Act during 2018. The Tax Act also provides for acceleration of depreciation for certain assets placed into service after September 27, 2017, as well as an increased limitation on the deductibility of executive compensation, a limitation on the deductibility of interest expense and new rules surrounding meals and entertainment expense and fines and penalties. The Company will continue to analyze additional information and guidance related to the Tax Act as supplemental legislation, regulatory federal or state guidance, or evolving technical interpretations become available. The Company will continue to refine the provisional amounts within the measurement period provided by Staff Accounting Bulletin No. 118. The Company expects to complete its analysis by the end of 2018. The Company’s effective tax rates were 2.0% and 1.9% for the three months ended September 30, 2018 and 2017, respectively, and 0.6% and 0.1% for the nine months ended September 30, 2018 and 2017, respectively. The increase in the Company’s effective tax rate for the three and nine months ended September 30, 2018, when compared to the three and nine months ended September 30, 2017, was primarily due to the impairment or disposal of certain indefinite-lived assets and the change in expected realization of deferred tax assets under the new law established by the Tax Act. The Company’s deferred income tax liabilities, net were $6.7 million as of September 30, 2018, compared to $7.8 million as of December 31, 2017, a $1.1 million decrease. This decrease was a result of an increase in deferred tax liabilities during the period due to tax deductible amortization on indefinite-lived intangibles including goodwill and the reclassification of refundable alternative minimum tax (“AMT”) credit, which was offset by a decrease in deferred tax liabilities due to the impairment and disposal of certain indefinite-lived intangible assets during the period. 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 income 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 income tax benefits; therefore, it has not recorded any such amounts for the three and nine months ended September 30, 2018 and 2017. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
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): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net income (loss) $ (53,886 ) $ (28,554 ) $ (178,314 ) $ (86,334 ) Less: Net income (loss) attributable to noncontrolling interests 54 637 1,200 1,048 Net income (loss) attributable to Quorum Health Corporation $ (53,940 ) $ (29,191 ) $ (179,514 ) $ (87,382 ) Denominator: Weighted-average shares outstanding - basic and diluted 29,215,823 28,245,833 28,891,363 28,068,085 Earnings (loss) per share attributable to Quorum Health Corporation stockholders - basic and diluted $ (1.85 ) $ (1.03 ) $ (6.21 ) $ (3.11 ) Due to the net loss attributable to Quorum Health Corporation in the three and nine months ended September 30, 2018 and 2017, no incremental shares are included in diluted earnings (loss) per share for these periods because the effect of the incremental shares would be anti-dilutive. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segments | NOTE 13 – SEGMENTS The Company operates 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. The hospital management advisory and healthcare consulting services segment includes the operations of QHR. Both segments meet the criteria as separate reportable segments. The financial information for the Company’s corporate functions has been reported in the table 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): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net operating revenues: Hospital operations $ 442,802 $ 478,815 $ 1,363,628 $ 1,494,351 QHR operations 16,937 19,494 55,145 60,385 All other 768 993 1,186 2,352 Total net operating revenues $ 460,507 $ 499,302 $ 1,419,959 $ 1,557,088 Adjusted EBITDA: Hospital operations $ 39,137 $ 39,227 $ 109,455 $ 118,229 QHR operations 4,715 5,391 13,518 15,848 All other (9,710 ) (12,350 ) (34,088 ) (41,237 ) Total Adjusted EBITDA $ 34,142 $ 32,268 $ 88,885 $ 92,840 September 30, December 31, 2018 2017 Assets: Hospital operations $ 1,481,792 $ 1,687,576 QHR operations 58,082 61,752 All other 73,255 79,513 Total assets $ 1,613,129 $ 1,828,841 The following table provides a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable U.S. GAAP financial measure (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Adjusted EBITDA $ 34,142 $ 32,268 $ 88,885 $ 92,840 Interest expense, net (32,450 ) (32,216 ) (95,307 ) (90,204 ) (Provision for) benefit from income taxes 1,074 542 1,162 86 Depreciation and amortization (16,612 ) (20,735 ) (52,015 ) (63,441 ) Legal, professional and settlement costs (1,519 ) (2,050 ) (10,349 ) (6,519 ) Impairment of long-lived assets and goodwill (32,438 ) (5,261 ) (72,198 ) (21,461 ) Loss (gain) on sale of hospitals, net (805 ) (79 ) (8,927 ) 5,112 Loss on closure of hospitals, net (1,111 ) — (18,195 ) — Transition of transition services agreements (2,445 ) — (3,682 ) — Transaction costs related to the Spin-off — (173 ) — (204 ) Post-spin headcount reductions and executive severance (1,722 ) (850 ) (7,688 ) (2,543 ) Net income (loss) $ (53,886 ) $ (28,554 ) $ (178,314 ) $ (86,334 ) |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
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 (“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 plan. As defined in the Separation and Distribution Agreement pursuant to the Spin-off, QHC and CHS employees who held CHS restricted stock awards on 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. The following table provides a summary of the activity related to unvested QHC restricted stock awards held by QHC and CHS employees during the nine months ended September 30, 2018 that were distributed in the Spin-off (in shares): QHC Awards Distributed in Spin-off Unvested restricted stock awards at December 31, 2017 266,880 Vested (136,562 ) Forfeited (48,717 ) Unvested restricted stock awards at September 30, 2018 81,601 The following table provides a summary of the activity related to unvested restricted stock awards during the nine months ended September 30, 2018 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, 2017 1,779,488 $ 9.58 Granted 1,616,707 6.10 Vested (830,898 ) 9.81 Forfeited (335,512 ) 9.01 Unvested restricted stock awards at September 30, 2018 2,229,785 7.06 During the nine months ended September 30, 2018, the Company granted 512,500 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 agreement, the restrictions on the restricted stock awards will lapse on the second anniversary of the grant date. In addition, the Company granted 939,167 time-based restricted stock awards in which the restrictions will lapse in equal installments on each of the first three anniversaries of the grant date. In addition, the Company granted 165,040 time-based restricted stock awards to its non-employee directors which will lapse on the first anniversary of the grant date. The Company records stock-based compensation expense related to the vesting of QHC restricted stock awards issued to QHC employees on the Spin-off date, CHS restricted stock awards held by QHC employees on the Spin-off date, and restricted stock awards granted by QHC subsequent to the Spin-off. Stock-based compensation expense is included in salaries and benefits expenses in the consolidated statements of income. The following table provides a summary of stock-based compensation expense (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Stock-based compensation resulting from the Spin-off $ — $ 435 $ 372 $ 1,799 Stock-based compensation related to grants following the Spin-off 2,766 1,939 7,614 5,903 Total stock-based compensation expense $ 2,766 $ 2,374 $ 7,986 $ 7,702 As of September 30, 2018, the Company had unrecognized stock-based compensation expense of $10.6 million related to restricted stock awards. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | NOTE 15 – EMPLOYEE BENEFIT PLANS The Company maintains various benefit plans, including defined contribution plans, a defined benefit plan and a deferred compensation plan, of which certain of the Company’s subsidiaries are the plan sponsors. The rights and obligations of these plans were transferred from CHS in connection with the Spin-off, pursuant to the Separation and Distribution Agreement. 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. 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 expense (benefit) to the Company under all defined contribution plans was $3.8 million and $(4.9) million for the three months ended September 30, 2018 and 2017, respectively, and $8.1 million and $1.5 million for the nine months ended September 30, 2018 and 2017, respectively. The benefit in the three months ended September 30, 2017 related to a reduction in discretionary employee benefits for the full year. The benefit costs associated with the Retirement Savings Plan are included in salaries and benefits expenses in the consolidated statements of income. Deferred Compensation Plans On August 18, 2016, the Compensation Committee of the Board 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 September 30, 2018, the assets and liabilities under this plan were $18.4 million and $19.8 million, respectively. As of December 31, 2017, the assets and liabilities under this plan were $23.1 million and $24.3 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 sheets. Supplemental Executive Retirement Plan On April 1, 2016, the Board adopted the Quorum Health Corporation Supplemental Executive Retirement Plan (the “Original SERP”). Pursuant to the Employee Matters Agreement between the Company and CHS, the Company assumed the liabilities for all obligations under the Original SERP 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 following the Spin-off and no assets were transferred to the Company related to the Original SERP. The accrued benefit liability transferred to the Company for the Original SERP was $6.0 million. On May 24, 2016, the Board, upon recommendation of the Compensation Committee, 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 benefit costs under the Amended and Restated SERP were $0.3 million and $0.5 million for the three months ended September 30, 2018 and 2017, respectively, and $0.9 million and $1.5 million for the nine months ended September 30, 2018 and 2017, respectively, and are included in salaries and benefits expenses in the consolidated statements of income. The long-term portion of the benefit liability for the Amended and Restated SERP was $5.8 million and $8.7 million as of September 30, 2018 and December 31, 2017, respectively. The current portion of the benefit liability as of September 30, 2018 was $3.8 million. There was no current portion of the benefit liability as of December 31, 2017. The current portion of the benefit liability is included in accrued salaries and benefits and the long-term portion is included in other long-term liabilities in the consolidated balance sheets. 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, including retainer fees and fees for attendance at Board meetings and Board committees. 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 the individual director, either in lump sum or in a number of annual installments, not to exceed 15 installments. Eligibility to participate in the Director’s Plan extends to 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. Defined Benefit Pension Plan QHC provides benefits to employees at one of its hospitals through a defined benefit plan (the “Pension Plan”). The Pension Plan provides benefits to covered individuals satisfying certain age and service requirements. Employer contributions to the Pension Plan are in accordance with the minimum funding requirements of ERISA. Benefit costs related to the Pension Plan were $0.1 million for both the three months ended September 30, 2018 and 2017, and $0.2 million and $0.3 million for the nine months ended September 30, 2018 and 2017, respectively. The Company recognizes the unfunded liability of the Pension Plan in other long-term liabilities in its consolidated balance sheets. Unrecognized gains (losses) and prior service credits (costs) are recognized as other comprehensive income (loss). The accrued benefit liability for the Pension Plan was $0.8 million at both September 30, 2018 and December 31, 2017. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
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 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 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. The agreements generally have terms of five years. A summary of the major provisions of the transition services agreements follows: • Shared Services Centers Transition Services Agreement. • Computer and Data Processing Transition Services Agreement. • Receivables Collection Agreement (“PASI”). • Billing and Collection Agreement (“PPSI”). • Employee Service Center Agreement. • Eligibility Screening Services Agreement. The total expenses recorded by the Company under the transition services agreements with CHS were $14.1 million and $15.5 million for the three months ended September 30, 2018 and 2017, respectively, and $43.3 million and $47.7 million for the nine months ended September 30, 2018 and 2017, respectively. The Company is disputing in arbitration, among other issues and actions, certain charges and lack of performance of various obligations under the transition services agreements with CHS. See Note 17 — Commitments and Contingencies for additional information on the arbitration. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17 - COMMITMENTS AND CONTINGENCIES 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 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 or QHC’s compliance with the Corporate Integrity Agreement (“CIA”) . Subsequent to the Spin-off, the OIG entered into an “Assumption of CIA Liability Letter” with the Company reiterating the applicability of the CIA to certain of the Company’s hospitals, although the OIG declined to enter into a separate agreement with the Company. 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 for the expected outcome of the matter. 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 • Arbitration with Community Health Systems, Inc. • 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 • United Tort Claimants v. Quorum Health Resources, LLC (U.S. Bankruptcy Court for the District of New Mexico); Douthitt - Dugger, et al. v. Quorum Health Resources, LLC (Bernalillo County, New Mexico District Court). Plaintiffs sued QHR and Gerald Champion Regional Medical Center in New Mexico state court and bankruptcy court arising from surgical procedures alleged to have been experimental and performed by an unqualified doctor. The parties have now agreed to a global settlement of the United Tort Claimants (“UTC”) claims for a confidential amount to be fully funded by Lexington Insurance Company (“Lexington”). The specific language of releases and related settlement documents is being negotiated and will be subject to bankruptcy court approval. • Lexington Insurance Company v. Quorum Health Resources, LLC, et al. (Williamson County, Tennessee Chancery Court)) Lexington has sued QHR in Williamson County, Tennessee seeking a judicial declaration that the UTC’s claims and the cost of defending QHR are not covered by Lexington. Lexington has now agreed not to seek reimbursement from QHR (1) for any part of the settlement with UTC (as described above); or (2) for the cost of defending QHR in the UTC litigation in New Mexico. The carrier has also agreed • R2 Investments, LDC v. Quorum Health Corporation, Community Health Systems, Inc., Wayne T. Smith, W. Larry Cash, Thomas D. Miller, Michael J. Culotta, John A. Clerico, James S. Ely, III, John A. Fry, William Norris Jennings, Julia B. North, H. Mitchell Watson, Jr. and H. James Williams . On October 25, 2017, a shareholder filed an action in the Circuit Court of Williamson County, Tennessee against the Company and certain of its officers and directors and CHS and certain of its officers and directors. The complaint alleges that the defendants violated the Tennessee Securities Act and common law by, among other things, making alleged false and/or misleading statements and failing to disclose certain information regarding aspects of the Company’s business, operations and financial condition. Plaintiff is seeking rescissionary, compensatory and punitive damages. The Company filed a motion to dismiss the action on January 16, 2018, which Plaintiff opposed on March 5, 2018. On May 11, 2018, the Court denied the Company’s motion to dismiss. The Company subsequently filed an answer to the complaint, and the case is now in discovery. 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 in connection with this matter. The Company is unable to reasonably estimate the amount or range of such reasonably possible loss because discovery has only recently started and the case remains in its early stages. Under some circumstances, losses incurred in connection with adverse outcomes in this matter could be material. • 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 in connection with this matter. The Company is unable to reasonably estimate the amount or range of such reasonably 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. 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 were 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 related to events occurring after the Spin-off date that exceed 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. Due to the differing nature of its business operations, the Company maintains separate insurance arrangements related to its subsidiary, QHR. The self-insured retention level for QHR is $6 million for professional and general liability insurance. 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): September 30, 2018 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 25,342 $ 31,903 $ 25,342 $ 31,903 All other self-insurance reserves — — 4,189 46,709 Total insurance reserves for professional and general liability 25,342 31,903 29,531 78,612 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 2,368 11,734 2,368 11,734 All other self-insurance reserves — — 2,093 6,145 Total insurance reserves for workers' compensation liability 2,368 11,734 4,461 17,879 Total self-insurance reserves $ 27,710 $ 43,637 $ 33,992 $ 96,491 December 31, 2017 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 21,465 $ 44,377 $ 21,465 $ 44,377 All other self-insurance reserves — — 2,883 32,616 Total insurance reserves for professional and general liability 21,465 44,377 24,348 76,993 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 3,032 14,545 3,032 14,545 All other self-insurance reserves — — 3,120 4,013 Total insurance reserves for workers' compensation liability 3,032 14,545 6,152 18,558 Total self-insurance reserves $ 24,497 $ 58,922 $ 30,500 $ 95,551 The receivables from CHS are included in other current assets and other long-term assets in the consolidated balance sheets. The liability for the current portion of professional and general liability claims is included in other current liabilities, while the current portion of the liability for workers’ compensation claims is included in accrued salaries and benefits. The long-term portions of both claims liabilities are included in other long-term liabilities. Construction and Capital Commitments The Company is in the process of completing construction of a new patient tower and expanding surgical capacity at McKenzie – Willamette Medical Center, its hospital in Springfield, Oregon. During the three months ended September 30, 2018 and September 30, 2017, the Company incurred costs of $3.6 million and $6.5 million, respectively, and incurred costs of $14.3 million and $31.1 million during the nine months ended September 30, 2018 and 2017, respectively, related to this project. As of September 30, 2018, the Company has incurred a total of $97.3 million of costs for this project, of which $90.5 million has been placed into service as of September 30, 2018. The total estimated cost of this project, including equipment costs, is estimated to be approximately $105.0 million. The project is expected to be substantially complete by the end of 2018. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 18 - SUBSEQUENT EVENTS In October 2018, the Company utilized proceeds, including the receipt of $8.0 million of restricted cash held in escrow, from divestitures to pay down $9.9 million of principal on the Company’s Term Loan Facility. |
Guarantor and Non-Guarantor Sup
Guarantor and Non-Guarantor Supplemental Information | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Guarantor and Non-Guarantor Supplemental Information | NOTE 19 - GUARANTOR AND NON-GUARANTOR SUPPLEMENTAL INFORMATION The Senior Notes are senior unsecured obligations of the Company guaranteed on a senior basis by certain of its existing and subsequently acquired or organized 100% owned domestic subsidiaries (the “Guarantors”). The Senior Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited to the release of the guarantee when a subsidiary guarantor’s capital stock is sold, or when a sale of all of the subsidiary guarantor’s assets used in operations occurs. The condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The accounting policies used in the preparation of this financial information are consistent with the accompanying condensed consolidated financial statements of the Company, except as follows: • Intercompany receivables and payables are presented gross in the supplemental condensed consolidating balance sheets. • Investments in consolidated subsidiaries, as well as guarantor subsidiaries’ investments in non-guarantor subsidiaries, are presented under the equity method of accounting with the related investments presented within the line items net investment in subsidiaries and other long-term liabilities in the supplemental condensed consolidating balance sheets. • Income tax expense is allocated from the parent issuer to the income producing operations (other guarantors and non-guarantors) through stockholders’ equity. As this approach represents an allocation, the income tax expense allocation is considered non-cash for statement of cash flow purposes. The Company’s intercompany activity consists primarily of daily cash transfers, the allocation of certain expenses and expenditures paid by the parent issuer on behalf of its subsidiaries, and the push down of investment in its subsidiaries. The parent issuer’s investment in its subsidiaries reflects the activity since the Spin-off. Likewise, the parent issuer’s equity in earnings of unconsolidated affiliates represents the Company’s earnings since the Spin-off. Condensed Consolidating Statement of Income (Loss) Three Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 356,986 $ 103,521 $ — $ 460,507 Operating costs and expenses: Salaries and benefits — 154,547 71,690 — 226,237 Supplies — 35,237 13,712 — 48,949 Other operating expenses — 115,994 27,722 — 143,716 Depreciation and amortization — 12,431 4,181 — 16,612 Rent — 6,580 5,081 — 11,661 Electronic health records incentives earned — 14 (45 ) — (31 ) Legal, professional and settlement costs — 1,399 120 — 1,519 Impairment of long-lived assets and goodwill — 32,438 — — 32,438 Loss (gain) on sale of hospitals, net — 805 — — 805 Loss on closure of hospitals, net — 1,111 — — 1,111 Total operating costs and expenses — 360,556 122,461 — 483,017 Income (loss) from operations — (3,570 ) (18,940 ) — (22,510 ) Interest expense (income), net 32,204 245 1 — 32,450 Equity in earnings of affiliates 22,932 (2,483 ) — (20,449 ) — Income (loss) before income taxes (55,136 ) (1,332 ) (18,941 ) 20,449 (54,960 ) Provision for (benefit from) income taxes (1,196 ) 8 114 — (1,074 ) Net income (loss) (53,940 ) (1,340 ) (19,055 ) 20,449 (53,886 ) Less: Net income (loss) attributable to noncontrolling interests — — 54 — 54 Net income (loss) attributable to Quorum Health Corporation $ (53,940 ) $ (1,340 ) $ (19,109 ) $ 20,449 $ (53,940 ) Condensed Consolidating Statement of Income (Loss) Three Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues $ — $ 439,813 $ 118,034 $ — $ 557,847 Provision for bad debts — 48,652 9,893 — 58,545 Net operating revenues — 391,161 108,141 — 499,302 Operating costs and expenses: Salaries and benefits — 176,085 75,695 — 251,780 Supplies — 43,590 15,067 — 58,657 Other operating expenses 100 120,035 25,222 — 145,357 Depreciation and amortization — 17,289 3,446 — 20,735 Rent — 7,332 5,045 — 12,377 Electronic health records incentives earned — (377 ) 90 — (287 ) Legal, professional and settlement costs — 2,050 — — 2,050 Impairment of long-lived assets and goodwill — 5,261 — — 5,261 Loss (gain) on sale of hospitals, net — 100 (21 ) — 79 Transaction costs related to the Spin-off — 134 39 — 173 Total operating costs and expenses 100 371,499 124,583 — 496,182 Income (loss) from operations (100 ) 19,662 (16,442 ) — 3,120 Interest expense (income), net 32,001 206 9 — 32,216 Equity in earnings of affiliates (2,366 ) 3,184 — (818 ) — Income (loss) before income taxes (29,735 ) 16,272 (16,451 ) 818 (29,096 ) Provision for (benefit from) income taxes (544 ) (266 ) 268 — (542 ) Net income (loss) (29,191 ) 16,538 (16,719 ) 818 (28,554 ) Less: Net income (loss) attributable to noncontrolling interests — — 637 — 637 Net income (loss) attributable to Quorum Health Corporation $ (29,191 ) $ 16,538 $ (17,356 ) $ 818 $ (29,191 ) Condensed Consolidating Statement of Income (Loss) Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 1,091,781 $ 328,178 $ — $ 1,419,959 Operating costs and expenses: Salaries and benefits — 484,728 221,140 — 705,868 Supplies — 114,678 46,054 — 160,732 Other operating expenses 1,897 355,090 83,923 — 440,910 Depreciation and amortization — 40,956 11,059 — 52,015 Rent — 20,464 15,087 — 35,551 Electronic health records incentives earned — (416 ) (201 ) — (617 ) Legal, professional and settlement costs — 10,229 120 — 10,349 Impairment of long-lived assets and goodwill — 70,398 1,800 — 72,198 Loss (gain) on sale of hospitals, net — 8,933 (6 ) — 8,927 Loss on closure of hospitals, net — 18,195 — — 18,195 Total operating costs and expenses 1,897 1,123,255 378,976 — 1,504,128 Income (loss) from operations (1,897 ) (31,474 ) (50,798 ) — (84,169 ) Interest expense (income), net 96,612 (1,303 ) (2 ) — 95,307 Equity in earnings of affiliates 81,849 38,348 — (120,197 ) — Income (loss) before income taxes (180,358 ) (68,519 ) (50,796 ) 120,197 (179,476 ) Provision for (benefit from) income taxes (844 ) (412 ) 94 — (1,162 ) Net income (loss) (179,514 ) (68,107 ) (50,890 ) 120,197 (178,314 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,200 — 1,200 Net income (loss) attributable to Quorum Health Corporation $ (179,514 ) $ (68,107 ) $ (52,090 ) $ 120,197 $ (179,514 ) Condensed Consolidating Statement of Income (Loss) Nine Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues — 1,344,687 386,320 — $ 1,731,007 Provision for bad debts — 146,261 27,658 — 173,919 Net operating revenues — 1,198,426 358,662 — 1,557,088 Operating costs and expenses: Salaries and benefits — 539,544 242,147 — 781,691 Supplies — 134,866 51,725 — 186,591 Other operating expenses 2,992 373,979 89,423 — 466,394 Depreciation and amortization — 53,408 10,033 — 63,441 Rent — 21,494 15,137 — 36,631 Electronic health records incentives earned — (3,815 ) (701 ) — (4,516 ) Legal, professional and settlement costs — 6,519 — — 6,519 Impairment of long-lived assets and goodwill — 21,461 — — 21,461 Loss (gain) on sale of hospitals, net — 100 (5,212 ) — (5,112 ) Transaction costs related to the Spin-off — 157 47 — 204 Total operating costs and expenses 2,992 1,147,713 402,599 — 1,553,304 Income (loss) from operations (2,992 ) 50,713 (43,937 ) — 3,784 Interest expense (income), net 91,934 (1,820 ) 90 — 90,204 Equity in earnings of affiliates (7,457 ) 8,316 — (859 ) — Income (loss) before income taxes (87,469 ) 44,217 (44,027 ) 859 (86,420 ) Provision for (benefit from) income taxes (87 ) (44 ) 45 — (86 ) Net income (loss) (87,382 ) 44,261 (44,072 ) 859 (86,334 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,048 — 1,048 Net income (loss) attributable to Quorum Health Corporation $ (87,382 ) $ 44,261 $ (45,120 ) $ 859 $ (87,382 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (53,940 ) $ (1,340 ) $ (19,055 ) $ 20,449 $ (53,886 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 114 114 — (114 ) 114 Comprehensive income (loss) (53,826 ) (1,226 ) (19,055 ) 20,335 (53,772 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 54 — 54 Comprehensive income (loss) attributable to Quorum Health Corporation $ (53,826 ) $ (1,226 ) $ (19,109 ) $ 20,335 $ (53,826 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (29,191 ) $ 16,538 $ (16,719 ) $ 818 $ (28,554 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 123 123 — (123 ) 123 Comprehensive income (loss) (29,068 ) 16,661 (16,719 ) 695 (28,431 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 637 — 637 Comprehensive income (loss) attributable to Quorum Health Corporation $ (29,068 ) $ 16,661 $ (17,356 ) $ 695 $ (29,068 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (179,514 ) $ (68,107 ) $ (50,890 ) $ 120,197 $ (178,314 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 39 39 — (39 ) 39 Comprehensive income (loss) (179,475 ) (68,068 ) (50,890 ) 120,158 (178,275 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,200 — 1,200 Comprehensive income (loss) attributable to Quorum Health Corporation $ (179,475 ) $ (68,068 ) $ (52,090 ) $ 120,158 $ (179,475 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (87,382 ) $ 44,261 $ (44,072 ) $ 859 $ (86,334 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 365 365 — (365 ) 365 Comprehensive income (loss) (87,017 ) 44,626 (44,072 ) 494 (85,969 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,048 — 1,048 Comprehensive income (loss) attributable to Quorum Health Corporation $ (87,017 ) $ 44,626 $ (45,120 ) $ 494 $ (87,017 ) Condensed Consolidating Balance Sheet September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 221 $ 5,276 $ 569 $ — $ 6,066 Patient accounts receivable, net of allowance for doubtful accounts — 250,315 67,969 — 318,284 Inventories — 36,967 9,997 — 46,964 Prepaid expenses 59 16,020 5,146 — 21,225 Due from third-party payors — 56,581 7,528 — 64,109 Other current assets 248 41,587 16,327 — 58,162 Total current assets 528 406,746 107,536 — 514,810 Intercompany receivable 3 597,765 271,159 (868,927 ) — Property and equipment, net — 428,481 137,905 — 566,386 Goodwill — 235,418 165,655 — 401,073 Intangible assets, net — 44,782 5,084 — 49,866 Other long-term assets — 56,043 24,951 — 80,994 Net investment in subsidiaries 1,411,102 — — (1,411,102 ) — Total assets $ 1,411,633 $ 1,769,235 $ 712,290 $ (2,280,029 ) $ 1,613,129 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,427 $ 117 $ — $ 1,544 Accounts payable 80 126,489 19,834 — 146,403 Accrued liabilities: Accrued salaries and benefits — 62,524 24,763 — 87,287 Accrued interest 22,046 — — — 22,046 Due to third-party payors — 37,731 6,203 — 43,934 Other current liabilities — 32,547 15,203 — 47,750 Total current liabilities 22,126 260,718 66,120 — 348,964 Long-term debt 1,162,743 22,736 205 — 1,185,684 Intercompany payable 294,891 271,163 302,874 (868,928 ) — Deferred income tax liabilities, net 6,670 — — — 6,670 Other long-term liabilities — 224,768 31,683 (126,626 ) 129,825 Total liabilities 1,486,430 779,385 400,882 (995,554 ) 1,671,143 Redeemable noncontrolling interests — — 2,279 — 2,279 Equity: Quorum Health Corporation stockholders' equity (deficit): Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 554,847 1,177,836 584,102 (1,761,938 ) 554,847 Accumulated other comprehensive income (loss) (1,917 ) (1,917 ) — 1,917 (1,917 ) Accumulated deficit (627,730 ) (186,069 ) (289,477 ) 475,546 (627,730 ) Total Quorum Health Corporation stockholders' equity (deficit) (74,797 ) 989,850 294,625 (1,284,475 ) (74,797 ) Nonredeemable noncontrolling interests — — 14,504 — 14,504 Total equity (74,797 ) 989,850 309,129 (1,284,475 ) (60,293 ) Total liabilities and equity $ 1,411,633 $ 1,769,235 $ 712,290 $ (2,280,029 ) $ 1,613,129 Condensed Consolidating Balance Sheet December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,051 $ 4,222 $ 344 $ — $ 5,617 Patient accounts receivable, net of allowance for doubtful accounts — 262,690 80,455 — 343,145 Inventories — 43,276 10,183 — 53,459 Prepaid expenses 33 16,980 4,154 — 21,167 Due from third-party payors — 93,323 3,879 — 97,202 Current assets of hospitals held for sale — 8,112 — — 8,112 Other current assets — 32,867 14,573 — 47,440 Total current assets 1,084 461,470 113,588 — 576,142 Intercompany receivable 3 402,817 172,098 (574,918 ) — Property and equipment, net — 543,073 132,206 — 675,279 Goodwill — 243,618 165,611 — 409,229 Intangible assets, net — 58,240 6,610 — 64,850 Long-term assets of hospitals held for sale — 7,730 4 — 7,734 Other long-term assets — 74,918 20,689 — 95,607 Net investment in subsidiaries 1,488,021 — — (1,488,021 ) — Total assets $ 1,489,108 $ 1,791,866 $ 610,806 $ (2,062,939 ) $ 1,828,841 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,434 $ 421 $ — $ 1,855 Accounts payable 132 146,193 24,925 — 171,250 Accrued liabilities: Accrued salaries and benefits — 56,522 21,281 — 77,803 Accrued interest 10,466 — — — 10,466 Due to third-party payors — 46,381 1,324 — 47,705 Current liabilities of hospitals held for sale — 2,577 — — 2,577 Other current liabilities 516 30,664 12,507 — 43,687 Total current liabilities 11,114 283,771 60,458 — 355,343 Long-term debt 1,188,224 23,809 2 — 1,212,035 Intercompany payable 182,555 173,341 219,022 (574,918 ) — Deferred income tax liabilities, net 7,774 — — — 7,774 Other long-term liabilities — 195,132 31,100 (88,278 ) 137,954 Total liabilities 1,389,667 676,053 310,582 (663,196 ) 1,713,106 Redeemable noncontrolling interests — — 2,325 — 2,325 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 549,610 1,291,581 471,767 (1,763,348 ) 549,610 Accumulated other comprehensive income (loss) (1,956 ) (1,956 ) — 1,956 (1,956 ) Accumulated deficit (448,216 ) (173,812 ) (187,837 ) 361,649 (448,216 ) Total Quorum Health Corporation stockholders' equity 99,441 1,115,813 283,930 (1,399,743 ) 99,441 Nonredeemable noncontrolling interests — — 13,969 — 13,969 Total equity 99,441 1,115,813 297,899 (1,399,743 ) 113,410 Total liabilities and equity $ 1,489,108 $ 1,791,866 $ 610,806 $ (2,062,939 ) $ 1,828,841 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (80,781 ) $ 124,538 $ (822 ) $ — $ 42,935 Cash flows from investing activities: Capital expenditures for property and equipment — (21,193 ) (13,702 ) — (34,895 ) Capital expenditures for software — (1,400 ) (127 ) — (1,527 ) Acquisitions, net of cash acquired — (42 ) (79 ) — (121 ) Proceeds from the sale of hospitals — 39,384 (214 ) — 39,170 Other investing activities — 190 69 — 259 Changes in intercompany balances with affiliates, net — (137,364 ) — 137,364 — Net cash provided by (used in) investing activities — (120,425 ) (14,053 ) 137,364 2,886 Cash flows from financing activities: Borrowings under of revolving credit facilities 368,000 — — — 368,000 Repayments under revolving credit facilities (368,000 ) — — — (368,000 ) Borrowings of long-term debt — 102 55 — 157 Repayments of long-term debt (30,463 ) (1,182 ) (156 ) — (31,801 ) Payments of debt issuance costs (2,268 ) — — — (2,268 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,979 ) — — (1,979 ) Cash distributions to noncontrolling investors — — (1,481 ) — (1,481 ) Changes in intercompany balances with affiliates, net 112,682 — 24,682 (137,364 ) — Net cash provided by (used in) financing activities 79,951 (3,059 ) 23,100 (137,364 ) (37,372 ) Net change in cash, cash equivalents and restricted cash (830 ) 1,054 8,225 — 8,449 Cash, cash equivalents and restricted cash at beginning of period 1,051 4,222 344 — 5,617 Cash, cash equivalents and restricted cash at end of period $ 221 $ 5,276 $ 8,569 $ — $ 14,066 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (81,234 ) $ 88,802 $ (6,779 ) $ — $ 789 Cash flows from investing activities: Capital expenditures for property and equipment — (18,057 ) (32,610 ) — (50,667 ) Capital expenditures for software — (5,412 ) (762 ) — (6,174 ) Acquisitions, net of cash acquired — (53 ) (1,867 ) — (1,920 ) Proceeds from sale of hospitals — 9,348 19,892 — 29,240 Changes in intercompany balances with affiliates, net — (72,795 ) — 72,795 — Net cash provided by (used in) investing activities — (86,969 ) (15,347 ) 72,795 (29,521 ) Cash flows from financing activities: Borrowings under revolving credit facilities 433,000 — — — 433,000 Repayments under revolving credit facilities (388,000 ) — — — (388,000 ) Borrowings of long-term debt — 247 — — 247 Repayments of long-term debt (15,032 ) (1,219 ) (266 ) — (16,517 ) Payments of debt issuance costs (3,119 ) — — — (3,119 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,503 ) — — (1,503 ) 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 45,289 — 27,506 (72,795 ) — Net cash provided by (used in) financing activities 72,138 (2,475 ) 22,145 (72,795 ) 19,013 Net change in cash and cash equivalents (9,096 ) (642 ) 19 — (9,719 ) Cash and cash equivalents at beginning of period 21,609 3,498 348 — 25,455 Cash and cash equivalents at end of period $ 12,513 $ 2,856 $ 367 $ — $ 15,736 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation (Policies) | Basis of Presentation The condensed 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 condensed 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 interim periods presented. Results of operations for interim periods should not be considered indicative of the results of operations expected for the full year ending December 31, 2018. Certain information and disclosures have been condensed or omitted as presented herein and as permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim period presentation. The Company’s management believes the financial statements and disclosures presented herein are adequate in order to make the information presented not misleading. The condensed consolidated financial statements should be read in conjunction with the consolidated and combined financial statements and accompanying notes thereto for the year ended December 31, 2017, contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2018 (the “2017 Annual Report on Form 10-K”). |
Principles of Consolidation (Policies) | Principles of Consolidation The condensed 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. |
Reclassifications and Immaterial Restatements (Policies) | Reclassifications and Immaterial Restatements Certain revisions have been made to prior period balances as follows: Beginning in the fourth quarter of 2017, the Company reclassified and separately presented in its consolidated statements of cash flows the amounts for gross borrowings and repayments of its revolving credit facilities. Both items are included in cash flows from financing activities. Previously, these amounts were netted in the Company’s presentation of its consolidated statements of cash flow. This reclassification is considered immaterial and had no effect on the Company’s consolidated results of operations or financial position. |
Use of Estimates (Policies) | 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 (Policies) | Adoption of ASC Topic 606 “Revenue from Contracts with Customers” On January 1, 2018, the Company adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) using the modified retrospective method to all contracts existing on January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to • Prior to the adoption of ASC 606, a significant portion of the Company’s allowance for doubtful accounts related to amounts due from self-pay patients, as well as co-pays and deductibles owed to the Company by patients with insurance. Under ASC 606, the estimated allowance for these patient accounts is generally considered a direct reduction to net operating revenues rather than as a provision for bad debts. • Prior to the adoption of ASC 606, the Company’s presentation and disclosure of net revenue by payor included the portion of the revenue related to co-pays and deductibles as third-party revenues. Under ASC 606, the co-pays and deductibles portions of net revenue are classified as self-pay after insurance. 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, health maintenance organizations, preferred provider 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 are outsourced to CHS under the transition services agreements that were entered into in connection with the Spin-off. See Note 16 — 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 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. Revenues from Medicare Advantage Plans that are included in Medicare revenues in the table above were $32.0 million and $47.0 million for the three months ended September 30, 2018 and 2017, respectively, and $103.4 million and $133.4 million for the nine months ended September 30, 2018 and 2017, respectively. Contractual Adjustments 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. 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 three and nine months ended September 30, 2018 was not material and is included in other operating expenses in the Company’s consolidated statements of income. Billing and collections are outsourced to CHS under certain transition services agreements that were put in place by CHS in connection with the Spin-off. The Company’s contractual adjustments are impacted by the timing and ability of CHS to monitor the classification and collection of the Company’s patient accounts receivable. 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. 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 $(0.5) million and $2.5 million during the three months ended September 30, 2018 and 2017, respectively, and $(0.4) million and $2.5 million during the nine months ended September 30, 2018 and 2017, respectively. Currently, several states utilize 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 programs are designed with input from 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 Company’s consolidated balance sheets. After a state supplemental payment program is approved and fully authorized by the appropriate state legislative or governmental agency, the Company recognizes revenue and related expenses based on the terms of the program in the period in which 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 Company’s consolidated statements of income. The California Department of Health Care Services administers the Hospital Quality Assurance Fee (“HQAF”) program, imposing a fee on certain general and acute care California hospitals. Revenues generated from these fees provide funding for the non-federal supplemental payments to California hospitals that serve California’s Medi-Cal and uninsured patients. Under the HQAF program, the Company recognized $8.7 million of Medicaid revenues and $0.1 million of provider taxes for the three months ended September 30, 2018 and $24.4 million of Medicaid revenues and $4.4 million of provider taxes for the nine months ended September 30, 2018. There were no corresponding amounts recognized in the three and nine months ended September 30, 2017. The revenues and fees for the full year 2017 were recognized in the fourth quarter of 2017 when CMS approved the program. The Company recognized $7.3 million of Medicaid revenues in the three and nine months ended September 30, 2018 related to the sale the Illinois property tax credits. Recognition of the benefit from the Illinois credits was previously recognized as a reduction in other operating expenses. For the three and nine months ended September 30, 2017, the Company recognized $7.8 million from the sale the Illinois property tax credits as a direct reduction to other operating expenses. The Company determined that the Illinois property tax credits operate as a supplemental payment program for uncompensated charity care. 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; therefore, the related charges are recorded in operating revenues at standard billing rates and fully offset in contractual adjustments. The Company’s gross amounts of charity care revenues were $7.6 million and $5.7 million for the three months ended September 30, 2018 and 2017, respectively, and $26.9 million and $25.6 million for the nine months ended September 30, 2018 and 2017, respectively. |
Accounts Receivable (Policies) | 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, CHS’s business office operations, including the CHS shared services centers’ 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. 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 CHS’ billing and collection efforts, including their current policies on collections, and the ability of the Company to further attempt collection efforts. Billings and collections are outsourced to CHS under the transition services agreements that were established with the Spin-off. See Note 16 — Related Party Transactions for additional information on these agreements. The Company has elected the practical expedient allowed under FASB ASC 606-10-32-18 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 340-40-25-4 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 (Policies) | 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 represents a significant concentration of credit risk from payors. Accounts receivable, net of contractual adjustments, from Medicare were $59.0 million and $66.6 million, or 18.5% and 18.2% of total patient accounts receivable, net as of September 30, 2018 and December 31, 2017, respectively. Additionally, the Company believes Illinois Medicaid represents a significant concentration of credit risk to the Company, due to the fiscal problems in the state of Illinois that can 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 $21.5 million and $28.8 million, or 6.7% and 7.9% of total patient accounts receivable, net as of September 30, 2018 and December 31, 2017, respectively. The Company’s state supplemental program receivables from Illinois Medicaid were $1.3 million and $22.9 million, or 2.1% and 23.5% of total due from third-party payors, as of September 30, 2018 and December 31, 2017, respectively. The Company also believes California Medicaid represents a significant concentration of credit risk to the Company. The Company’s state supplemental program receivables from California Medicaid were $34.2 million and $48.4 million, or 53.3% and 49.8% of total due from third-party payors, as of September 30, 2018 and December 31, 2017, 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 condition or cash flows. Changes to 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 (Policies) | 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, which primarily include the costs of providing information technology, patient billing and collections and payroll services, are included in “Transition services agreements” in the table above. See Note 16 — Related Party Transactions and Note 17 — Commitments and Contingencies for additional information on the transition services agreements with CHS. |
General and Administrative Costs (Policies) | 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, investor relations and human resources. These costs primarily consist of salaries and benefits expenses associated with these corporate office functions. General and administrative costs of the Company were $14.2 million and $13.8 million during the three months ended September 30, 2018 and 2017, respectively, and $49.1 million and $43.9 million during the nine months ended September 30, 2018 and 2017, respectively. General and administrative costs of the Company include severance costs at the corporate office of $1.6 million during the three months ended September 30, 2018 with no corresponding amount during the three months ended September 30, 2017, and $6.2 million and $0.6 million during the nine months ended September 30, 2018 and 2017, respectively. |
Electronic Health Records Incentives Earned (Policies) | Electronic Health Records Incentives Earned 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 incurs both capital expenditures and operating expenses in connection with the implementation of EHR technology initiatives. The amounts and timing of these expenditures does not directly correlate with the timing of the Company’s receipt or recognition of EHR incentive payments as earned. The Company is nearing completion of its full implementation of certified EHR, and therefore, its EHR incentive payments are declining and will ultimately end. The Company recognized EHR incentives earned of less than $0.1 million and $0.3 million for the three months ended September 30, 2018 and 2017, respectively, and $0.6 million and $4.5 million for the nine months ended September 30, 2018 and 2017, respectively, which were recorded as a reduction to operating expenses in the Company’s consolidated statements of income. |
Legal, Professional and Settlement Costs (Policies) | 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 costs, regulatory claims, government investigations into reimbursement payments and other litigation matters. 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 for the expected outcome of the matter. 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. |
Loss (Gain) on Sale of Hospitals, Net (Policies) | Loss (Gain) on Sale of Hospitals, Net Loss (gain) on sale of hospitals, net relates to the Company’s divestiture of hospitals and outpatient facilities. It is calculated as the difference between the cash proceeds 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 (Policies) | 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 and other costs incurred by the Company related to the closure. |
Transaction Costs Related to the Spin-off (Policies) | Transaction Costs Related to the Spin-off Transaction costs related to the Spin-off consists of QHC’s portion of the costs to effect the Spin-off and the costs associated with forming a new company. These costs include audit fees, management advisory and consulting costs, investment advisory costs, legal expenses and other miscellaneous costs. |
Income Taxes (Policies) | 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 (Policies) | 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 (Policies) | 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. The Company expects these obligations will be settled more than twelve months into the future. As a result, the Company’s restricted cash is recorded in other long-term assets in the consolidated balance sheet as of September 30, 2018. |
Inventories (Policies) | 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. |
Other Current Assets (Policies) | Other Current Assets Other current assets consists of the current portion of the receivables from CHS related to professional and general liability and workers’ compensation liability insurance reserves that were indemnified by CHS in connection with the Spin-off, non-patient accounts receivable primarily related to QHR, receivables related to EHR incentives and other miscellaneous current assets. |
Property and Equipment (Policies) | 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 capital 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. |
Goodwill (Policies) | Goodwill The Company’s hospital operations and QHR’s hospital management advisory and healthcare consulting services operations meet the criteria to be classified as 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 and 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. |
Intangible Assets (Policies) | Intangible Assets The Company’s intangible assets primarily consist of purchase and development costs of software for internal use and contract-based intangible assets, including physician income 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 for physician income 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. |
Impairment of Long-Lived Assets and Goodwill (Policies) | 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 amount, 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 of impairment for goodwill in the fourth quarter of each year. The fair value of the related 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 3 — |
Other Long-Term Assets (Policies) | Other Long-Term Assets Other long-term assets consist of the long-term portion of the receivables from CHS related to professional and general liability and workers’ compensation liability insurance reserves that were indemnified by CHS in connection with the Spin-off, as well as deferred compensation plan assets, deposits, investments in unconsolidated subsidiaries, restricted cash and other miscellaneous long-term assets. |
Other Current Liabilities (Policies) | Other Current Liabilities Other current liabilities consist of the current portion of professional and general liability insurance reserves, including the portion indemnified by CHS in connection with the Spin-off, as well as property tax accruals, legal accruals, deferred revenue related to EHR incentives, physician income guarantee liabilities and other miscellaneous current liabilities. |
Professional and General Liability Insurance and Workers' Compensation Liability Insurance Reserves (Policies) | 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. 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 $7.3 million and $8.8 million as of September 30, 2018 and December 31, 2017, respectively, and is included in accrued salaries and benefits in the Company’s 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 (Policies) | 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 of 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 (Policies) | Assets and Liabilities of Hospitals Held for Sale The Company reports separately from other assets in the consolidated balance sheet 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. 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 charges. |
Stock-Based Compensation (Policies) | Stock-Based Compensation The Company issues restricted stock awards to key employees and directors under the Quorum Health Corporation 2016 Stock Award Plan (the “2016 Stock Award Plan”). The Company recognizes 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 (Policies) | Benefit Plans The Company maintains various benefit plans, including defined contribution plans, a defined benefit plan and a deferred compensation 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. 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) in the consolidated statements of income. 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. |
Fair Value of Financial Instruments (Policies) | 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 (Policies) | Segment Reporting The principal business of the Company is to provide healthcare services at its hospitals and affiliated outpatient 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 are reported in the all other reportable segment. See Note 13 — Segments for additional information related to the Company’s segment reporting. |
New Accounting Pronouncements (Policies) | New Accounting Pronouncements In February 2018, the FASB issued ASU 2018-02, Income Statement — Reporting Comprehensive Income , In January 2017, the FASB issued ASU No. 2017-04, Intangibles In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows — Restricted Cash, which addressed classification and presentation of changes in restricted cash on the statement of cash flows. The standard requires a reconciliation of the beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include in cash and cash equivalents amounts generally described as restricted cash and restricted cash equivalents. The ASU does not define restricted cash or restricted cash equivalents; however, the nature of the restrictions should be disclosed. The guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This ASU is to be applied using a retrospective transition method for each period presented. The Company adopted ASU 2016-18 on January 1, 2018 and concurrently revised its presentation of cash and cash equivalents on the consolidated statement of cash flows. For periods prior to January 1, 2018, the presentation of cash and cash equivalents on the consolidated statement of cash flows has been revised to conform to the current presentation. In February 2016, the FASB issued ASU No. 2016-02, Leases, which amends the accounting for leases and requires the rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, with early adoption permitted. Under ASU 2016-02, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients |
Description of the Business a_2
Description of the Business and Spin-Off (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Transactions to Effect the Spin-Off | The following table provides a summary of the major transactions to effect the Spin-off of QHC as a newly formed, independent company (dollars in thousands): Additional Long-Term Due to Common Stock Paid-in Parent's Debt Parent, Net Shares Amount Capital Equity Balance at April 29, 2016 (prior to the Spin-off) $ 24,179 $ 1,813,836 — $ — $ — $ 3,137 Borrowings of long-term debt, net of debt issuance discounts 1,255,464 — — — — — Payments of debt issuance costs (29,146 ) — — — — — Cash proceeds paid to Parent — (1,217,336 ) — — — — Transfer of liabilities from Parent — (22,292 ) — — — — Net deferred income tax liability resulting from the Spin-off — (46,783 ) — — — — Non-cash capital contribution from Parent — (527,425 ) — — 530,562 (3,137 ) Distribution of common stock — — 27,719,645 3 (3 ) — Distribution of restricted stock awards — — 692,409 — — — Balance at April 29, 2016 (after the Spin-off) $ 1,250,497 $ — 28,412,054 $ 3 $ 530,559 $ — |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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): Three Months Ended September 30, 2018 2017 $ Amount % of Total $ Amount % of Total Medicare $ 123,788 26.9 % $ 156,547 31.4 % Medicaid 97,803 21.2 % 92,563 18.5 % Managed care and commercial plans 185,493 40.3 % 184,390 36.9 % Self-pay and self-pay after insurance 33,647 7.3 % 42,385 8.5 % Non-patient 19,776 4.3 % 23,417 4.7 % Total net operating revenues $ 460,507 100.0 % $ 499,302 100.0 % Nine Months Ended September 30, 2018 2017 $ Amount % of Total $ Amount % of Total Medicare $ 398,477 28.1 % $ 468,627 30.1 % Medicaid 270,047 19.0 % 292,380 18.8 % Managed care and commercial plans 560,445 39.5 % 583,073 37.4 % Self-pay and self-pay after insurance 125,619 8.8 % 140,296 9.0 % Non-patient 65,371 4.6 % 72,712 4.7 % Total net operating revenues $ 1,419,959 100.0 % $ 1,557,088 100.0 % |
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 (in thousands): September 30, December 31, 2018 2017 Amounts due from third-party payors: Previous program reimbursements and final cost report settlements $ 13,878 $ 17,383 State supplemental payment programs 50,231 79,819 Total amounts due from third-party payors $ 64,109 $ 97,202 Amounts due to third-party payors: Previous program reimbursements and final cost report settlements $ 32,830 $ 33,163 State supplemental payment programs 11,104 14,542 Total amounts due to third-party payors $ 43,934 $ 47,705 |
Summary of Portion of Medicaid Reimbursements Included in Consolidated Statement 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 Company’s consolidated statements of income that are attributable to state supplemental payment programs (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Medicaid state supplemental payment program revenues $ 57,555 $ 46,866 $ 158,186 $ 138,544 Provider taxes and other expenses 19,131 16,523 55,326 50,646 Reimbursements attributable to state supplemental payment programs, net of expenses $ 38,424 $ 30,343 $ 102,860 $ 87,898 |
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): Nine Months Ended September 30, 2018 Balance at beginning of period $ 352,509 Provision for bad debts — Impact of adoption of ASC 606 (352,509 ) Balance at end of period $ — |
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 period (dollars in thousands): Number of Nine Months Ended September 30, Hospitals at 2018 2017 September 30, 2018 $ Amount % of Total $ Amount % of Total Illinois 8 $ 554,909 41.0 % $ 559,068 37.7 % Oregon 1 172,319 12.7 % 155,903 10.5 % California 2 136,357 10.1 % 112,260 7.6 % Kentucky 3 87,935 6.5 % 85,017 5.7 % |
Summary of Major Components of Other Operating Expenses | The following table provides a summary of the major components of other operating expenses (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Purchased services $ 37,955 $ 40,716 $ 116,537 $ 130,155 Taxes and insurance 33,631 24,929 100,313 92,782 Medical specialist fees 26,078 27,254 79,459 84,605 Transition services agreements 14,101 15,468 43,284 47,736 Repairs and maintenance 8,962 10,166 27,659 31,368 Utilities 6,559 7,853 18,274 21,245 Other miscellaneous operating expenses 16,430 18,971 55,384 58,503 Total other operating expenses $ 143,716 $ 145,357 $ 440,910 $ 466,394 |
Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Company’s consolidated balance sheets to the combined total as reported in the Company’s consolidated statements of cash flows (in thousands): September 30, December 31, 2018 2017 Cash and cash equivalents $ 6,066 $ 5,617 Restricted cash included in other long-term assets 8,000 — Cash, cash equivalents and restricted cash $ 14,066 $ 5,617 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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): September 30, December 31, 2018 2017 Property and equipment, at cost: Land and improvements $ 51,983 $ 70,731 Building and improvements 724,753 790,619 Equipment and fixtures 496,939 529,150 Construction in progress 11,020 14,684 Total property and equipment, at cost 1,284,695 1,405,184 Less: Accumulated depreciation and amortization (718,309 ) (729,905 ) Total property and equipment, net $ 566,386 $ 675,279 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The following table provides a summary of changes in goodwill (in thousands): Nine Months Ended September 30, 2018 Balance at beginning of period $ 409,229 Acquisitions 77 Divestitures (9,826 ) Reclasses from held for sale 1,593 Balance at end of period $ 401,073 |
Summary of the Components of Intangible Assets | The following table provides a summary of the components of intangible assets (in thousands): September 30, December 31, 2018 2017 Finite-lived intangible assets: Capitalized software costs: Cost $ 144,571 $ 159,449 Accumulated amortization (109,322 ) (111,661 ) Capitalized software costs, net 35,249 47,788 Physician guarantee contracts: Cost 5,431 7,489 Accumulated amortization (3,147 ) (4,290 ) Physician guarantee contracts, net 2,284 3,199 Other finite-lived intangible assets: Cost 43,221 43,376 Accumulated amortization (36,013 ) (34,668 ) Other finite-lived intangible assets, net 7,208 8,708 Total finite-lived intangible assets Cost 193,223 210,314 Accumulated amortization (148,482 ) (150,618 ) Total finite-lived intangible assets, net $ 44,741 $ 59,696 Indefinite-lived intangible assets: Tradenames $ 4,000 $ 4,000 Licenses and other indefinite-lived intangible assets 1,125 1,154 Total indefinite-lived intangible assets $ 5,125 $ 5,154 Total intangible assets: Cost $ 198,348 $ 215,468 Accumulated amortization (148,482 ) (150,618 ) Total intangible assets, net $ 49,866 $ 64,850 |
Summary of the Components of Amortization Expense | The following table provides a summary of the components of amortization expense (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Amortization of finite-lived intangible assets: Capitalized software costs $ 2,416 $ 3,889 $ 8,515 $ 12,428 Physician guarantee contracts 497 416 1,942 1,572 Other finite-lived intangible assets 508 920 1,522 2,046 Total amortization expense related to finite-lived intangible assets 3,421 5,225 11,979 16,046 Amortization of leasehold improvements and property and equipment assets held under capital lease obligations 792 886 2,468 2,225 Total amortization expense $ 4,213 $ 6,111 $ 14,447 $ 18,271 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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): September 30, December 31, 2018 2017 Senior Credit Facility: Revolving Credit Facility, maturing 2021 $ — $ — Term Loan Facility, maturing 2022 800,696 831,158 ABL Credit Facility, maturing 2021 — — Senior Notes, maturing 2023 400,000 400,000 Unamortized debt issuance costs and discounts (37,953 ) (42,934 ) Capital lease obligations 23,607 24,411 Other debt 878 1,255 Total debt 1,187,228 1,213,890 Less: Current maturities of long-term debt (1,544 ) (1,855 ) Total long-term debt $ 1,185,684 $ 1,212,035 |
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 and as defined in the CS Agreement follows: Maximum Secured Net Period Leverage Ratio Period from January 1, 2017 to June 30, 2017 4.50 to 1.00 Period from July 1, 2017 to June 30, 2018 4.75 to 1.00 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 dates 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): September 30, December 31, 2018 2017 Debt issuance costs $ 34,533 $ 32,265 Debt discounts 24,536 24,536 Total debt issuance costs and discounts at origination 59,069 56,801 Less: Amortization of debt issuance costs and discounts (21,116 ) (13,867 ) Total unamortized debt issuance costs and discounts $ 37,953 $ 42,934 |
Summary of Debt Maturities for Next Five Years and Thereafter | The following table provides a summary of debt maturities for the next five years and thereafter (in thousands): September 30, 2018 Remainder of 2018 $ 403 2019 1,549 2020 1,621 2021 1,639 2022 802,096 Thereafter 417,873 Total debt, excluding unamortized debt issuance costs and discounts $ 1,225,181 |
Summary of Components of Interest Expense, Net | The following table provides a summary of the components of interest expense, net (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Senior Credit Facility: Revolving Credit Facility $ 63 $ 98 $ 205 $ 429 Term Loan Facility 18,121 17,512 53,174 48,795 ABL Credit Facility 276 638 1,115 1,507 Senior Notes 11,626 11,631 34,865 34,886 Amortization of debt issuance costs and discounts 2,079 2,067 7,249 6,271 All other interest expense (income), net 285 270 (1,301 ) (1,684 ) Total interest expense, net $ 32,450 $ 32,216 $ 95,307 $ 90,204 |
Other Long-Term Assets and Ot_2
Other Long-Term Assets and Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 components of other long-term assets (in thousands): September 30, December 31, 2018 2017 Receivable for professional and general liability insurance reserves indemnified by CHS $ 31,903 $ 44,377 Receivable for workers' compensation liability insurance reserves indemnified by CHS 11,734 14,545 Nonqualified Deferred Compensation Plan Assets 18,432 23,052 Restricted cash 8,000 — Other miscellaneous long-term assets 10,925 13,633 Total other long-term assets $ 80,994 $ 95,607 |
Summary of Components of Other Long-Term Liabilities | The following table provides a summary of the components of other long-term liabilities (in thousands): September 30, December 31, 2018 2017 Professional and general liability insurance reserves $ 78,612 $ 76,993 Workers' compensation liability insurance reserves 17,879 18,558 Benefit plan liabilities 28,639 36,103 Deferred rent 2,770 4,268 Other miscellaneous long-term liabilities 1,925 2,032 Total other long-term liabilities $ 129,825 $ 137,954 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amounts and Estimated Fair Values of Long-Term Debt | The following table provides a summary of the carrying amounts and estimated fair values of the Company’s long-term debt (in thousands): September 30, 2018 December 31, 2017 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Revolving Credit Facility $ — $ — $ — $ — Term Loan Facility 800,696 813,211 831,158 838,954 ABL Credit Facility — — — — Senior Notes 400,000 401,088 400,000 393,396 Other debt 24,485 24,485 25,666 25,666 Total debt, excluding unamortized debt issuance costs and discounts $ 1,225,181 $ 1,238,784 $ 1,256,824 $ 1,258,016 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net income (loss) $ (53,886 ) $ (28,554 ) $ (178,314 ) $ (86,334 ) Less: Net income (loss) attributable to noncontrolling interests 54 637 1,200 1,048 Net income (loss) attributable to Quorum Health Corporation $ (53,940 ) $ (29,191 ) $ (179,514 ) $ (87,382 ) Denominator: Weighted-average shares outstanding - basic and diluted 29,215,823 28,245,833 28,891,363 28,068,085 Earnings (loss) per share attributable to Quorum Health Corporation stockholders - basic and diluted $ (1.85 ) $ (1.03 ) $ (6.21 ) $ (3.11 ) |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net operating revenues: Hospital operations $ 442,802 $ 478,815 $ 1,363,628 $ 1,494,351 QHR operations 16,937 19,494 55,145 60,385 All other 768 993 1,186 2,352 Total net operating revenues $ 460,507 $ 499,302 $ 1,419,959 $ 1,557,088 Adjusted EBITDA: Hospital operations $ 39,137 $ 39,227 $ 109,455 $ 118,229 QHR operations 4,715 5,391 13,518 15,848 All other (9,710 ) (12,350 ) (34,088 ) (41,237 ) Total Adjusted EBITDA $ 34,142 $ 32,268 $ 88,885 $ 92,840 September 30, December 31, 2018 2017 Assets: Hospital operations $ 1,481,792 $ 1,687,576 QHR operations 58,082 61,752 All other 73,255 79,513 Total assets $ 1,613,129 $ 1,828,841 |
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): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Adjusted EBITDA $ 34,142 $ 32,268 $ 88,885 $ 92,840 Interest expense, net (32,450 ) (32,216 ) (95,307 ) (90,204 ) (Provision for) benefit from income taxes 1,074 542 1,162 86 Depreciation and amortization (16,612 ) (20,735 ) (52,015 ) (63,441 ) Legal, professional and settlement costs (1,519 ) (2,050 ) (10,349 ) (6,519 ) Impairment of long-lived assets and goodwill (32,438 ) (5,261 ) (72,198 ) (21,461 ) Loss (gain) on sale of hospitals, net (805 ) (79 ) (8,927 ) 5,112 Loss on closure of hospitals, net (1,111 ) — (18,195 ) — Transition of transition services agreements (2,445 ) — (3,682 ) — Transaction costs related to the Spin-off — (173 ) — (204 ) Post-spin headcount reductions and executive severance (1,722 ) (850 ) (7,688 ) (2,543 ) Net income (loss) $ (53,886 ) $ (28,554 ) $ (178,314 ) $ (86,334 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Stock-Based Compensation Expense | The following table provides a summary of stock-based compensation expense (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Stock-based compensation resulting from the Spin-off $ — $ 435 $ 372 $ 1,799 Stock-based compensation related to grants following the Spin-off 2,766 1,939 7,614 5,903 Total stock-based compensation expense $ 2,766 $ 2,374 $ 7,986 $ 7,702 |
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 held by QHC and CHS employees during the nine months ended September 30, 2018 that were distributed in the Spin-off (in shares): QHC Awards Distributed in Spin-off Unvested restricted stock awards at December 31, 2017 266,880 Vested (136,562 ) Forfeited (48,717 ) Unvested restricted stock awards at September 30, 2018 81,601 |
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 during the nine months ended September 30, 2018 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, 2017 1,779,488 $ 9.58 Granted 1,616,707 6.10 Vested (830,898 ) 9.81 Forfeited (335,512 ) 9.01 Unvested restricted stock awards at September 30, 2018 2,229,785 7.06 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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): September 30, 2018 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 25,342 $ 31,903 $ 25,342 $ 31,903 All other self-insurance reserves — — 4,189 46,709 Total insurance reserves for professional and general liability 25,342 31,903 29,531 78,612 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 2,368 11,734 2,368 11,734 All other self-insurance reserves — — 2,093 6,145 Total insurance reserves for workers' compensation liability 2,368 11,734 4,461 17,879 Total self-insurance reserves $ 27,710 $ 43,637 $ 33,992 $ 96,491 December 31, 2017 Current Long-Term Current Long-Term Receivable Receivable Liability Liability Professional and general liability: Insurance reserves indemnified by CHS, Inc. $ 21,465 $ 44,377 $ 21,465 $ 44,377 All other self-insurance reserves — — 2,883 32,616 Total insurance reserves for professional and general liability 21,465 44,377 24,348 76,993 Workers' compensation liability: Insurance reserves indemnified by CHS, Inc. 3,032 14,545 3,032 14,545 All other self-insurance reserves — — 3,120 4,013 Total insurance reserves for workers' compensation liability 3,032 14,545 6,152 18,558 Total self-insurance reserves $ 24,497 $ 58,922 $ 30,500 $ 95,551 |
Guarantor and Non-Guarantor S_2
Guarantor and Non-Guarantor Supplemental Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating and Combining Statement of Income (Loss) | Condensed Consolidating Statement of Income (Loss) Three Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 356,986 $ 103,521 $ — $ 460,507 Operating costs and expenses: Salaries and benefits — 154,547 71,690 — 226,237 Supplies — 35,237 13,712 — 48,949 Other operating expenses — 115,994 27,722 — 143,716 Depreciation and amortization — 12,431 4,181 — 16,612 Rent — 6,580 5,081 — 11,661 Electronic health records incentives earned — 14 (45 ) — (31 ) Legal, professional and settlement costs — 1,399 120 — 1,519 Impairment of long-lived assets and goodwill — 32,438 — — 32,438 Loss (gain) on sale of hospitals, net — 805 — — 805 Loss on closure of hospitals, net — 1,111 — — 1,111 Total operating costs and expenses — 360,556 122,461 — 483,017 Income (loss) from operations — (3,570 ) (18,940 ) — (22,510 ) Interest expense (income), net 32,204 245 1 — 32,450 Equity in earnings of affiliates 22,932 (2,483 ) — (20,449 ) — Income (loss) before income taxes (55,136 ) (1,332 ) (18,941 ) 20,449 (54,960 ) Provision for (benefit from) income taxes (1,196 ) 8 114 — (1,074 ) Net income (loss) (53,940 ) (1,340 ) (19,055 ) 20,449 (53,886 ) Less: Net income (loss) attributable to noncontrolling interests — — 54 — 54 Net income (loss) attributable to Quorum Health Corporation $ (53,940 ) $ (1,340 ) $ (19,109 ) $ 20,449 $ (53,940 ) Condensed Consolidating Statement of Income (Loss) Three Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues $ — $ 439,813 $ 118,034 $ — $ 557,847 Provision for bad debts — 48,652 9,893 — 58,545 Net operating revenues — 391,161 108,141 — 499,302 Operating costs and expenses: Salaries and benefits — 176,085 75,695 — 251,780 Supplies — 43,590 15,067 — 58,657 Other operating expenses 100 120,035 25,222 — 145,357 Depreciation and amortization — 17,289 3,446 — 20,735 Rent — 7,332 5,045 — 12,377 Electronic health records incentives earned — (377 ) 90 — (287 ) Legal, professional and settlement costs — 2,050 — — 2,050 Impairment of long-lived assets and goodwill — 5,261 — — 5,261 Loss (gain) on sale of hospitals, net — 100 (21 ) — 79 Transaction costs related to the Spin-off — 134 39 — 173 Total operating costs and expenses 100 371,499 124,583 — 496,182 Income (loss) from operations (100 ) 19,662 (16,442 ) — 3,120 Interest expense (income), net 32,001 206 9 — 32,216 Equity in earnings of affiliates (2,366 ) 3,184 — (818 ) — Income (loss) before income taxes (29,735 ) 16,272 (16,451 ) 818 (29,096 ) Provision for (benefit from) income taxes (544 ) (266 ) 268 — (542 ) Net income (loss) (29,191 ) 16,538 (16,719 ) 818 (28,554 ) Less: Net income (loss) attributable to noncontrolling interests — — 637 — 637 Net income (loss) attributable to Quorum Health Corporation $ (29,191 ) $ 16,538 $ (17,356 ) $ 818 $ (29,191 ) Condensed Consolidating Statement of Income (Loss) Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net operating revenues $ — $ 1,091,781 $ 328,178 $ — $ 1,419,959 Operating costs and expenses: Salaries and benefits — 484,728 221,140 — 705,868 Supplies — 114,678 46,054 — 160,732 Other operating expenses 1,897 355,090 83,923 — 440,910 Depreciation and amortization — 40,956 11,059 — 52,015 Rent — 20,464 15,087 — 35,551 Electronic health records incentives earned — (416 ) (201 ) — (617 ) Legal, professional and settlement costs — 10,229 120 — 10,349 Impairment of long-lived assets and goodwill — 70,398 1,800 — 72,198 Loss (gain) on sale of hospitals, net — 8,933 (6 ) — 8,927 Loss on closure of hospitals, net — 18,195 — — 18,195 Total operating costs and expenses 1,897 1,123,255 378,976 — 1,504,128 Income (loss) from operations (1,897 ) (31,474 ) (50,798 ) — (84,169 ) Interest expense (income), net 96,612 (1,303 ) (2 ) — 95,307 Equity in earnings of affiliates 81,849 38,348 — (120,197 ) — Income (loss) before income taxes (180,358 ) (68,519 ) (50,796 ) 120,197 (179,476 ) Provision for (benefit from) income taxes (844 ) (412 ) 94 — (1,162 ) Net income (loss) (179,514 ) (68,107 ) (50,890 ) 120,197 (178,314 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,200 — 1,200 Net income (loss) attributable to Quorum Health Corporation $ (179,514 ) $ (68,107 ) $ (52,090 ) $ 120,197 $ (179,514 ) Condensed Consolidating Statement of Income (Loss) Nine Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Operating revenues — 1,344,687 386,320 — $ 1,731,007 Provision for bad debts — 146,261 27,658 — 173,919 Net operating revenues — 1,198,426 358,662 — 1,557,088 Operating costs and expenses: Salaries and benefits — 539,544 242,147 — 781,691 Supplies — 134,866 51,725 — 186,591 Other operating expenses 2,992 373,979 89,423 — 466,394 Depreciation and amortization — 53,408 10,033 — 63,441 Rent — 21,494 15,137 — 36,631 Electronic health records incentives earned — (3,815 ) (701 ) — (4,516 ) Legal, professional and settlement costs — 6,519 — — 6,519 Impairment of long-lived assets and goodwill — 21,461 — — 21,461 Loss (gain) on sale of hospitals, net — 100 (5,212 ) — (5,112 ) Transaction costs related to the Spin-off — 157 47 — 204 Total operating costs and expenses 2,992 1,147,713 402,599 — 1,553,304 Income (loss) from operations (2,992 ) 50,713 (43,937 ) — 3,784 Interest expense (income), net 91,934 (1,820 ) 90 — 90,204 Equity in earnings of affiliates (7,457 ) 8,316 — (859 ) — Income (loss) before income taxes (87,469 ) 44,217 (44,027 ) 859 (86,420 ) Provision for (benefit from) income taxes (87 ) (44 ) 45 — (86 ) Net income (loss) (87,382 ) 44,261 (44,072 ) 859 (86,334 ) Less: Net income (loss) attributable to noncontrolling interests — — 1,048 — 1,048 Net income (loss) attributable to Quorum Health Corporation $ (87,382 ) $ 44,261 $ (45,120 ) $ 859 $ (87,382 ) |
Schedule of Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) | Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (53,940 ) $ (1,340 ) $ (19,055 ) $ 20,449 $ (53,886 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 114 114 — (114 ) 114 Comprehensive income (loss) (53,826 ) (1,226 ) (19,055 ) 20,335 (53,772 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 54 — 54 Comprehensive income (loss) attributable to Quorum Health Corporation $ (53,826 ) $ (1,226 ) $ (19,109 ) $ 20,335 $ (53,826 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (29,191 ) $ 16,538 $ (16,719 ) $ 818 $ (28,554 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 123 123 — (123 ) 123 Comprehensive income (loss) (29,068 ) 16,661 (16,719 ) 695 (28,431 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 637 — 637 Comprehensive income (loss) attributable to Quorum Health Corporation $ (29,068 ) $ 16,661 $ (17,356 ) $ 695 $ (29,068 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (179,514 ) $ (68,107 ) $ (50,890 ) $ 120,197 $ (178,314 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 39 39 — (39 ) 39 Comprehensive income (loss) (179,475 ) (68,068 ) (50,890 ) 120,158 (178,275 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,200 — 1,200 Comprehensive income (loss) attributable to Quorum Health Corporation $ (179,475 ) $ (68,068 ) $ (52,090 ) $ 120,158 $ (179,475 ) Condensed Consolidating Statement of Comprehensive Income (Loss) Nine Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net income (loss) $ (87,382 ) $ 44,261 $ (44,072 ) $ 859 $ (86,334 ) Amortization and recognition of unrecognized pension cost components, net of income taxes 365 365 — (365 ) 365 Comprehensive income (loss) (87,017 ) 44,626 (44,072 ) 494 (85,969 ) Less: Comprehensive income (loss) attributable to noncontrolling interests — — 1,048 — 1,048 Comprehensive income (loss) attributable to Quorum Health Corporation $ (87,017 ) $ 44,626 $ (45,120 ) $ 494 $ (87,017 ) |
Schedule of Condensed Consolidating and Combining Balance Sheet | Condensed Consolidating Balance Sheet September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 221 $ 5,276 $ 569 $ — $ 6,066 Patient accounts receivable, net of allowance for doubtful accounts — 250,315 67,969 — 318,284 Inventories — 36,967 9,997 — 46,964 Prepaid expenses 59 16,020 5,146 — 21,225 Due from third-party payors — 56,581 7,528 — 64,109 Other current assets 248 41,587 16,327 — 58,162 Total current assets 528 406,746 107,536 — 514,810 Intercompany receivable 3 597,765 271,159 (868,927 ) — Property and equipment, net — 428,481 137,905 — 566,386 Goodwill — 235,418 165,655 — 401,073 Intangible assets, net — 44,782 5,084 — 49,866 Other long-term assets — 56,043 24,951 — 80,994 Net investment in subsidiaries 1,411,102 — — (1,411,102 ) — Total assets $ 1,411,633 $ 1,769,235 $ 712,290 $ (2,280,029 ) $ 1,613,129 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,427 $ 117 $ — $ 1,544 Accounts payable 80 126,489 19,834 — 146,403 Accrued liabilities: Accrued salaries and benefits — 62,524 24,763 — 87,287 Accrued interest 22,046 — — — 22,046 Due to third-party payors — 37,731 6,203 — 43,934 Other current liabilities — 32,547 15,203 — 47,750 Total current liabilities 22,126 260,718 66,120 — 348,964 Long-term debt 1,162,743 22,736 205 — 1,185,684 Intercompany payable 294,891 271,163 302,874 (868,928 ) — Deferred income tax liabilities, net 6,670 — — — 6,670 Other long-term liabilities — 224,768 31,683 (126,626 ) 129,825 Total liabilities 1,486,430 779,385 400,882 (995,554 ) 1,671,143 Redeemable noncontrolling interests — — 2,279 — 2,279 Equity: Quorum Health Corporation stockholders' equity (deficit): Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 554,847 1,177,836 584,102 (1,761,938 ) 554,847 Accumulated other comprehensive income (loss) (1,917 ) (1,917 ) — 1,917 (1,917 ) Accumulated deficit (627,730 ) (186,069 ) (289,477 ) 475,546 (627,730 ) Total Quorum Health Corporation stockholders' equity (deficit) (74,797 ) 989,850 294,625 (1,284,475 ) (74,797 ) Nonredeemable noncontrolling interests — — 14,504 — 14,504 Total equity (74,797 ) 989,850 309,129 (1,284,475 ) (60,293 ) Total liabilities and equity $ 1,411,633 $ 1,769,235 $ 712,290 $ (2,280,029 ) $ 1,613,129 Condensed Consolidating Balance Sheet December 31, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,051 $ 4,222 $ 344 $ — $ 5,617 Patient accounts receivable, net of allowance for doubtful accounts — 262,690 80,455 — 343,145 Inventories — 43,276 10,183 — 53,459 Prepaid expenses 33 16,980 4,154 — 21,167 Due from third-party payors — 93,323 3,879 — 97,202 Current assets of hospitals held for sale — 8,112 — — 8,112 Other current assets — 32,867 14,573 — 47,440 Total current assets 1,084 461,470 113,588 — 576,142 Intercompany receivable 3 402,817 172,098 (574,918 ) — Property and equipment, net — 543,073 132,206 — 675,279 Goodwill — 243,618 165,611 — 409,229 Intangible assets, net — 58,240 6,610 — 64,850 Long-term assets of hospitals held for sale — 7,730 4 — 7,734 Other long-term assets — 74,918 20,689 — 95,607 Net investment in subsidiaries 1,488,021 — — (1,488,021 ) — Total assets $ 1,489,108 $ 1,791,866 $ 610,806 $ (2,062,939 ) $ 1,828,841 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ — $ 1,434 $ 421 $ — $ 1,855 Accounts payable 132 146,193 24,925 — 171,250 Accrued liabilities: Accrued salaries and benefits — 56,522 21,281 — 77,803 Accrued interest 10,466 — — — 10,466 Due to third-party payors — 46,381 1,324 — 47,705 Current liabilities of hospitals held for sale — 2,577 — — 2,577 Other current liabilities 516 30,664 12,507 — 43,687 Total current liabilities 11,114 283,771 60,458 — 355,343 Long-term debt 1,188,224 23,809 2 — 1,212,035 Intercompany payable 182,555 173,341 219,022 (574,918 ) — Deferred income tax liabilities, net 7,774 — — — 7,774 Other long-term liabilities — 195,132 31,100 (88,278 ) 137,954 Total liabilities 1,389,667 676,053 310,582 (663,196 ) 1,713,106 Redeemable noncontrolling interests — — 2,325 — 2,325 Equity: Quorum Health Corporation stockholders' equity: Preferred stock — — — — — Common stock 3 — — — 3 Additional paid-in capital 549,610 1,291,581 471,767 (1,763,348 ) 549,610 Accumulated other comprehensive income (loss) (1,956 ) (1,956 ) — 1,956 (1,956 ) Accumulated deficit (448,216 ) (173,812 ) (187,837 ) 361,649 (448,216 ) Total Quorum Health Corporation stockholders' equity 99,441 1,115,813 283,930 (1,399,743 ) 99,441 Nonredeemable noncontrolling interests — — 13,969 — 13,969 Total equity 99,441 1,115,813 297,899 (1,399,743 ) 113,410 Total liabilities and equity $ 1,489,108 $ 1,791,866 $ 610,806 $ (2,062,939 ) $ 1,828,841 |
Schedule of Condensed Consolidating and Combining Statement of Cash Flows | Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2018 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (80,781 ) $ 124,538 $ (822 ) $ — $ 42,935 Cash flows from investing activities: Capital expenditures for property and equipment — (21,193 ) (13,702 ) — (34,895 ) Capital expenditures for software — (1,400 ) (127 ) — (1,527 ) Acquisitions, net of cash acquired — (42 ) (79 ) — (121 ) Proceeds from the sale of hospitals — 39,384 (214 ) — 39,170 Other investing activities — 190 69 — 259 Changes in intercompany balances with affiliates, net — (137,364 ) — 137,364 — Net cash provided by (used in) investing activities — (120,425 ) (14,053 ) 137,364 2,886 Cash flows from financing activities: Borrowings under of revolving credit facilities 368,000 — — — 368,000 Repayments under revolving credit facilities (368,000 ) — — — (368,000 ) Borrowings of long-term debt — 102 55 — 157 Repayments of long-term debt (30,463 ) (1,182 ) (156 ) — (31,801 ) Payments of debt issuance costs (2,268 ) — — — (2,268 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,979 ) — — (1,979 ) Cash distributions to noncontrolling investors — — (1,481 ) — (1,481 ) Changes in intercompany balances with affiliates, net 112,682 — 24,682 (137,364 ) — Net cash provided by (used in) financing activities 79,951 (3,059 ) 23,100 (137,364 ) (37,372 ) Net change in cash, cash equivalents and restricted cash (830 ) 1,054 8,225 — 8,449 Cash, cash equivalents and restricted cash at beginning of period 1,051 4,222 344 — 5,617 Cash, cash equivalents and restricted cash at end of period $ 221 $ 5,276 $ 8,569 $ — $ 14,066 Condensed Consolidating Statement of Cash Flows Nine Months Ended September 30, 2017 (In Thousands) Parent Issuer Other Guarantors Non- Guarantors Eliminations Consolidated Net cash provided by (used in) operating activities $ (81,234 ) $ 88,802 $ (6,779 ) $ — $ 789 Cash flows from investing activities: Capital expenditures for property and equipment — (18,057 ) (32,610 ) — (50,667 ) Capital expenditures for software — (5,412 ) (762 ) — (6,174 ) Acquisitions, net of cash acquired — (53 ) (1,867 ) — (1,920 ) Proceeds from sale of hospitals — 9,348 19,892 — 29,240 Changes in intercompany balances with affiliates, net — (72,795 ) — 72,795 — Net cash provided by (used in) investing activities — (86,969 ) (15,347 ) 72,795 (29,521 ) Cash flows from financing activities: Borrowings under revolving credit facilities 433,000 — — — 433,000 Repayments under revolving credit facilities (388,000 ) — — — (388,000 ) Borrowings of long-term debt — 247 — — 247 Repayments of long-term debt (15,032 ) (1,219 ) (266 ) — (16,517 ) Payments of debt issuance costs (3,119 ) — — — (3,119 ) Cancellation of restricted stock awards for payroll tax withholdings on vested shares — (1,503 ) — — (1,503 ) 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 45,289 — 27,506 (72,795 ) — Net cash provided by (used in) financing activities 72,138 (2,475 ) 22,145 (72,795 ) 19,013 Net change in cash and cash equivalents (9,096 ) (642 ) 19 — (9,719 ) Cash and cash equivalents at beginning of period 21,609 3,498 348 — 25,455 Cash and cash equivalents at end of period $ 12,513 $ 2,856 $ 367 $ — $ 15,736 |
Description of the Business a_3
Description of the Business and Spin-Off (Narrative) (Details) | Apr. 29, 2016USD ($)Hospital$ / sharesshares | Apr. 22, 2016USD ($) | Sep. 30, 2018USD ($)Hospitalbedstate$ / shares | Mar. 14, 2018USD ($) | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares |
Description Of Business And Spin Off [Line Items] | ||||||
Number of hospitals owned or leased | Hospital | 27 | |||||
Number of licensed beds | bed | 2,604 | |||||
Number of States in which Entity Operates | state | 14 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Cash proceeds paid to Parent | $ 1,217,336,000 | |||||
Debt Instrument, Unamortized Discount | $ 24,536,000 | $ 24,536,000 | ||||
Senior Notes, maturing 2023 [Member] | ||||||
Description Of Business And Spin Off [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% | |||||
ABL Credit Facility, maturing 2021 [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 125,000,000 | $ 120,300,000 | ||||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | ||||||
Description Of Business And Spin Off [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% | |||||
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | $ 62,500,000 | $ 75,000,000 | $ 87,500,000 | ||
Spin-off from CHS [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Number of hospitals owned or leased | Hospital | 38 | |||||
Percentage ownership of number of stock shares held by the parent | 100.00% | |||||
Common stock, par value | $ / shares | $ 0.0001 | |||||
Record date for stockholders of the parent to be eligible to receive share distribution in spin-off | Apr. 22, 2016 | |||||
Number of shares distributed to each stockholder in spin-off | shares | 1 | |||||
Number of shares held by each stockholder of the parent used to determine share distribution in spin-off | shares | 4 | |||||
Contributed capital, in excess of par value of common stock | $ 530,600,000 | |||||
Cash contribution from parent | 13,500,000 | |||||
Cash contribution from parent for initial working capital | 20,000,000 | |||||
Differences in estimated and actual financing transaction fees for the Spin-off | $ 6,500,000 | |||||
Sales Revenue, Segment [Member] | Segment Concentration Risk [Member] | Hospital Operations Reporting Unit [Member] | ||||||
Description Of Business And Spin Off [Line Items] | ||||||
Concentration risk, percentage | 95.00% |
Description of the Business a_4
Description of the Business and Spin-Off - Summary of Transactions to Effect the Spin-Off (Details) - USD ($) $ in Thousands | Apr. 29, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Description Of Business And Spin Off [Line Items] | |||||
Long-Term Debt, balance at April 29, 2016 (prior to the spin-off) | $ 24,179 | $ 1,212,035 | |||
Borrowings of long-term debt, net of debt issuance discounts | 1,255,464 | ||||
Payments of debt issuance costs | (29,146) | $ 0 | $ (181) | (2,268) | $ (3,119) |
Long-Term Debt, balance at April 29, 2016 (after the spin-off) | 1,250,497 | 1,185,684 | 1,185,684 | ||
Due to Parent, Net, balance at April 29, 2016 (prior to the spin-off) | 1,813,836 | ||||
Cash proceeds paid to Parent | (1,217,336) | ||||
Transfer of liabilities from Parent | (22,292) | ||||
Net deferred income tax liability resulting from the Spin-off | (46,783) | ||||
Non-cash capital contribution from Parent | (527,425) | ||||
Due to Parent, Net, balance at April 29, 2016 (after the spin-off) | 0 | ||||
Stockholders' equity, beginning balance | $ 113,410 | 215,569 | |||
Stockholders' equity, beginning balance, shares | 30,294,895 | ||||
Stockholders' equity, ending balance | $ (60,293) | 135,933 | $ (60,293) | 135,933 | |
Stockholders' equity, ending balance, shares | 31,527,885 | 31,527,885 | |||
Common Stock [Member] | |||||
Description Of Business And Spin Off [Line Items] | |||||
Stockholders' equity, beginning balance | $ 0 | $ 3 | $ 3 | ||
Stockholders' equity, beginning balance, shares | 0 | 30,294,895 | 29,482,050 | ||
Distribution of common stock | $ 3 | ||||
Distribution of common stock, shares | 27,719,645 | ||||
Distribution of restricted stock awards | $ 0 | ||||
Distribution of restricted stock awards, shares | 692,409 | ||||
Stockholders' equity, ending balance | $ 3 | $ 3 | $ 3 | $ 3 | $ 3 |
Stockholders' equity, ending balance, shares | 28,412,054 | 30,249,502 | 30,249,502 | ||
Additional Paid-In Capital [Member] | |||||
Description Of Business And Spin Off [Line Items] | |||||
Stockholders' equity, beginning balance | $ 0 | 549,610 | $ 537,911 | ||
Non-cash capital contribution from Parent | 530,562 | ||||
Distribution of common stock | (3) | ||||
Stockholders' equity, ending balance | 530,559 | $ 554,847 | $ 546,609 | $ 554,847 | $ 546,609 |
Parent [Member] | |||||
Description Of Business And Spin Off [Line Items] | |||||
Stockholders' equity, beginning balance | 3,137 | ||||
Non-cash capital contribution from Parent | (3,137) | ||||
Stockholders' equity, ending balance | $ 0 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Summary of Net Operating Revenues by Payor Source) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 460,507 | $ 499,302 | $ 1,419,959 | $ 1,557,088 |
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% | 100.00% |
Medicare [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 123,788 | $ 156,547 | $ 398,477 | $ 468,627 |
Medicare [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Concentration risk, percentage | 26.90% | 31.40% | 28.10% | 30.10% |
Medicaid [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 97,803 | $ 92,563 | $ 270,047 | $ 292,380 |
Medicaid [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Concentration risk, percentage | 21.20% | 18.50% | 19.00% | 18.80% |
Managed Care and Commercial Plans [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 185,493 | $ 184,390 | $ 560,445 | $ 583,073 |
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 | 40.30% | 36.90% | 39.50% | 37.40% |
Self-Pay and Self-Pay After Insurance [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 33,647 | $ 42,385 | $ 125,619 | $ 140,296 |
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 | 7.30% | 8.50% | 8.80% | 9.00% |
Non-Patient [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Net operating revenues | $ 19,776 | $ 23,417 | $ 65,371 | $ 72,712 |
Non-Patient [Member] | Sales Revenue, Net [Member] | Payor Concentration Risk [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Concentration risk, percentage | 4.30% | 4.70% | 4.60% | 4.70% |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2014Hospital | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | $ 460,507,000 | $ 499,302,000 | $ 1,419,959,000 | $ 1,557,088,000 | ||
Increase (decrease) in net operating revenues during period for transaction price adjustments related to estimated cost report settlements | (500,000) | 2,500,000 | (400,000) | 2,500,000 | ||
Provider taxes | 33,631,000 | 24,929,000 | 100,313,000 | 92,782,000 | ||
Accounts receivable, net of contractual adjustments | 318,284,000 | 318,284,000 | $ 343,145,000 | |||
Due from third-party payors | 64,109,000 | 64,109,000 | 97,202,000 | |||
General and administrative costs | 14,200,000 | 13,800,000 | 49,100,000 | 43,900,000 | ||
Severance costs | 1,722,000 | 850,000 | 7,688,000 | 2,543,000 | ||
Electronic health records incentives earned | 300,000 | 600,000 | 4,500,000 | |||
Acquired finite-lived intangible asset, residual value | 0 | $ 0 | ||||
New date of annual goodwill impairment test | The Company performs its annual testing of impairment for 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 | 7,300,000 | $ 7,300,000 | 8,800,000 | |||
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 | |||||
Maximum [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Electronic health records incentives earned | 100,000 | |||||
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 | |||||
Maximum [Member] | Land Improvements [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of asset | 20 years | |||||
Maximum [Member] | Buildings and Improvements [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of asset | 40 years | |||||
Maximum [Member] | Equipment and Fixtures [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of asset | 18 years | |||||
Minimum [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Purchase agreements indemnification obligations settlement term | 12 months | |||||
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 | |||||
Minimum [Member] | Land Improvements [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of asset | 3 years | |||||
Minimum [Member] | Buildings and Improvements [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of asset | 5 years | |||||
Minimum [Member] | Equipment and Fixtures [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of asset | 3 years | |||||
General and Administrative Costs [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Severance costs | 1,600,000 | 0 | $ 6,200,000 | 600,000 | ||
Illinois [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | 554,909,000 | 559,068,000 | ||||
California [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | 136,357,000 | 112,260,000 | ||||
Charity Care [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | 7,600,000 | 5,700,000 | 26,900,000 | 25,600,000 | ||
Medicare Advantage Program Revenues [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | 32,000,000 | 47,000,000 | 103,400,000 | 133,400,000 | ||
California Hospital Quality Assurance Fee [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | 8,700,000 | 0 | 24,400,000 | 0 | ||
Provider taxes | 100,000 | 0 | 4,400,000 | 0 | ||
Illinois Hospital Credit Program [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | 7,300,000 | 7,300,000 | ||||
Reduction in other operating expenses | 7,800,000 | 7,800,000 | ||||
Medicare [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | 123,788,000 | 156,547,000 | 398,477,000 | 468,627,000 | ||
Accounts receivable, net of contractual adjustments | 59,000,000 | $ 59,000,000 | $ 66,600,000 | |||
Medicare [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 18.50% | 18.20% | ||||
Medicaid [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Net operating revenues | 97,803,000 | $ 92,563,000 | $ 270,047,000 | $ 292,380,000 | ||
Medicaid [Member] | Illinois [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Accounts receivable, net of contractual adjustments | 21,500,000 | 21,500,000 | $ 28,800,000 | |||
Due from third-party payors | 1,300,000 | 1,300,000 | 22,900,000 | |||
Medicaid [Member] | California [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Due from third-party payors | $ 34,200,000 | $ 34,200,000 | $ 48,400,000 | |||
Medicaid [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | Illinois [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 6.70% | 7.90% | ||||
Medicaid [Member] | Supplemental Program Receivables [Member] | Credit Concentration Risk [Member] | Illinois [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 2.10% | 23.50% | ||||
Medicaid [Member] | Supplemental Program Receivables [Member] | Credit Concentration Risk [Member] | California [Member] | ||||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||
Concentration risk, percentage | 53.30% | 49.80% |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | $ 64,109 | $ 97,202 |
Due to third-party payors | 43,934 | 47,705 |
Previous Program Reimbursements and Final Cost Report Settlements [Member] | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | 13,878 | 17,383 |
Due to third-party payors | 32,830 | 33,163 |
State Supplemental Payment Programs [Member] | ||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||
Due from third-party payors | 50,231 | 79,819 |
Due to third-party payors | $ 11,104 | $ 14,542 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies (Summary of Portion of Medicaid Reimbursements Included in Consolidated Statement of Income that are Attributable to State Supplemental Payment Programs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Medicaid state supplemental payment program revenues | $ 460,507 | $ 499,302 | $ 1,419,959 | $ 1,557,088 |
Provider taxes and other expenses | 33,631 | 24,929 | 100,313 | 92,782 |
State Supplemental Payment Programs [Member] | ||||
Health Care Organization Receivable And Revenue Disclosures [Line Items] | ||||
Medicaid state supplemental payment program revenues | 57,555 | 46,866 | 158,186 | 138,544 |
Provider taxes and other expenses | 19,131 | 16,523 | 55,326 | 50,646 |
Reimbursements attributable to state supplemental payment programs, net of expenses | $ 38,424 | $ 30,343 | $ 102,860 | $ 87,898 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies (Summary of Changes in Allowance for Doubtful Accounts) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Accounts Notes And Loans Receivable [Line Items] | |
Balance at beginning of period | $ 352,509 |
Provision for bad debts | 0 |
Balance at end of period | 0 |
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 | $ (352,509) |
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 | 9 Months Ended | ||
Sep. 30, 2018USD ($)Hospital | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Hospital | Sep. 30, 2017USD ($) | |
Concentration Risk [Line Items] | ||||
Number of hospitals owned or leased | Hospital | 27 | 27 | ||
Total net operating revenues, Amount | $ | $ 460,507 | $ 499,302 | $ 1,419,959 | $ 1,557,088 |
Illinois [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of hospitals owned or leased | Hospital | 8 | 8 | ||
Total net operating revenues, Amount | $ | $ 554,909 | $ 559,068 | ||
Illinois [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 41.00% | 37.70% | ||
Oregon [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of hospitals owned or leased | Hospital | 1 | 1 | ||
Total net operating revenues, Amount | $ | $ 172,319 | $ 155,903 | ||
Oregon [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 12.70% | 10.50% | ||
California [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of hospitals owned or leased | Hospital | 2 | 2 | ||
Total net operating revenues, Amount | $ | $ 136,357 | $ 112,260 | ||
California [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.10% | 7.60% | ||
Kentucky [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of hospitals owned or leased | Hospital | 3 | 3 | ||
Total net operating revenues, Amount | $ | $ 87,935 | $ 85,017 | ||
Kentucky [Member] | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 6.50% | 5.70% |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Other Operating Expenses [Line Items] | ||||
Taxes and insurance | $ 33,631 | $ 24,929 | $ 100,313 | $ 92,782 |
Transition services agreements | 14,101 | 15,468 | 43,284 | 47,736 |
Repairs and maintenance | 8,962 | 10,166 | 27,659 | 31,368 |
Utilities | 6,559 | 7,853 | 18,274 | 21,245 |
Other miscellaneous operating expenses | 16,430 | 18,971 | 55,384 | 58,503 |
Total other operating expenses | 143,716 | 145,357 | 440,910 | 466,394 |
Purchased Services [Member] | ||||
Other Operating Expenses [Line Items] | ||||
Professional fees | 37,955 | 40,716 | 116,537 | 130,155 |
Medical Specialist Fees [Member] | ||||
Other Operating Expenses [Line Items] | ||||
Professional fees | $ 26,078 | $ 27,254 | $ 79,459 | $ 84,605 |
Basis of Presentation and Si_11
Basis of Presentation and Significant Accounting Policies (Summary of Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Cash And Cash Equivalents [Abstract] | ||||||
Cash and cash equivalents | $ 6,066 | $ 5,617 | ||||
Restricted cash included in other long-term assets | 8,000 | 0 | ||||
Cash, cash equivalents and restricted cash | $ 14,066 | $ 10,822 | $ 5,617 | $ 15,736 | $ 22,405 | $ 25,455 |
Impairment of Long-Lived Asse_2
Impairment of Long-Lived Assets and Goodwill (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Impaired Long Lived Assets And Goodwill [Line Items] | |||||||
Impairment of long-lived assets and goodwill | $ 32,438 | $ 5,261 | $ 72,198 | $ 21,461 | |||
Hospitals Intended for Divestiture [Member] | |||||||
Impaired Long Lived Assets And Goodwill [Line Items] | |||||||
Impairment of long-lived assets and goodwill | 32,400 | $ 39,800 | |||||
Impairment of long-lived assets | 31,500 | 34,700 | |||||
Impairment of capitalized software costs | $ 900 | $ 5,100 | |||||
Hospitals Held for Sale [Member] | |||||||
Impaired Long Lived Assets And Goodwill [Line Items] | |||||||
Impairment of long-lived assets and goodwill | 5,300 | $ 3,300 | |||||
Impairment of long-lived assets | 3,700 | $ 12,900 | 1,100 | ||||
Impairment of capitalized software costs | 800 | ||||||
Impairment of intangible assets | 1,000 | ||||||
Goodwill impairment charge | $ 600 | $ 1,400 |
Divestitures (Narrative) (Detai
Divestitures (Narrative) (Details) | Sep. 30, 2018USD ($)bed | Mar. 31, 2018USD ($)bed | Mar. 01, 2018USD ($)bed | Oct. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Proceeds from sale of hospitals | $ 0 | $ 9,084,000 | $ 39,170,000 | $ 29,240,000 | ||||
Loss (gain) on sale of hospitals, net | 805,000 | 79,000 | 8,927,000 | (5,112,000) | ||||
Write-off of allocated goodwill | 9,826,000 | |||||||
Severance and salary continuation costs | 1,722,000 | 850,000 | 7,688,000 | 2,543,000 | ||||
McKenzie Regional Hospital [Member] | Tennessee [Member] | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Disposal date | Sep. 30, 2018 | |||||||
Number of beds in hospital sold | bed | 45 | |||||||
Pre-tax losses from disposal of discontinued operation | 4,200,000 | 1,300,000 | 6,000,000 | 3,200,000 | ||||
Loss (gain) on sale of hospitals, net | 700,000 | |||||||
Write-off of allocated goodwill | 400,000 | |||||||
McKenzie Regional Hospital [Member] | Tennessee [Member] | Subsequent Event [Member] | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Proceeds from sale of hospitals | $ 1,700,000 | |||||||
Clearview Regional Medical Center [Member] | Georgia [Member] | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Disposal date | Mar. 31, 2018 | |||||||
Number of beds in hospital sold | bed | 77 | |||||||
Proceeds from sale of hospitals | $ 37,400,000 | |||||||
Escrow for litigation liability | $ 8,000,000 | |||||||
Pre-tax losses from disposal of discontinued operation | 1,700,000 | 700,000 | 5,300,000 | 2,300,000 | ||||
Loss (gain) on sale of hospitals, net | 7,900,000 | |||||||
Write-off of allocated goodwill | 9,400,000 | |||||||
Vista Medical Center West [Member] | Waukegan, Illinois [Member] | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Disposal date | Mar. 1, 2018 | |||||||
Number of beds in hospital sold | bed | 70 | |||||||
Proceeds from sale of hospitals | $ 1,200,000 | |||||||
Pre-tax losses from disposal of discontinued operation | 1,300,000 | 200,000 | 2,100,000 | 1,500,000 | ||||
Loss (gain) on sale of hospitals, net | 200,000 | |||||||
Affinity [Member] | Ohio [Member] | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Pre-tax losses from discontinued operation | 2,200,000 | $ 2,300,000 | 26,600,000 | $ 8,300,000 | ||||
Affinity closure costs | 18,200,000 | |||||||
Severance and salary continuation costs | 8,100,000 | |||||||
Losses associated with disposal of assets | 5,000,000 | |||||||
Other costs and fees related to termination of contracts and other miscellaneous costs | $ 5,100,000 | |||||||
Affinity [Member] | Ohio [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 | 19 years | |||||||
Annual cost related to closure beyond the current fiscal year | $ 300,000 | |||||||
Affinity [Member] | Ohio [Member] | Facility Closing [Member] | Minimum [Member] | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Future costs associated with closure of affinity | $ 500,000 | 500,000 | 500,000 | |||||
Affinity [Member] | Ohio [Member] | Facility Closing [Member] | Maximum [Member] | ||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||||||
Future costs associated with closure of affinity | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Property and Equipment (Summary
Property and Equipment (Summary of Components of Property and Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | $ 1,284,695 | $ 1,405,184 |
Less: Accumulated depreciation and amortization | (718,309) | (729,905) |
Total property and equipment, net | 566,386 | 675,279 |
Land and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 51,983 | 70,731 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 724,753 | 790,619 |
Equipment and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | 496,939 | 529,150 |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, at cost | $ 11,020 | $ 14,684 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |||||
Depreciation expense | $ 12.4 | $ 14.6 | $ 37.6 | $ 45.2 | |
Assets held under capital lease obligations, at cost | 29.2 | 29.2 | $ 29.2 | ||
Assets held under capital lease obligations, net of accumulated amortization | $ 24.2 | 24.2 | 25.6 | ||
Purchases of property and equipment accrued in accounts payable | $ 3 | $ 6.8 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Summary of Changes in Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 409,229 |
Acquisitions | 77 |
Divestitures | (9,826) |
Reclasses from held for sale | 1,593 |
Goodwill, ending balance | $ 401,073 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Goodwill Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||
Goodwill | $ 401,073 | $ 409,229 |
Hospital Operations Reporting Unit [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 367,700 | 375,900 |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | $ 193,223 | $ 210,314 |
Accumulated amortization | (148,482) | (150,618) |
Total finite-lived intangible assets, net | 44,741 | 59,696 |
Total indefinite-lived intangible assets | 5,125 | 5,154 |
Total intangible assets, gross | 198,348 | 215,468 |
Total intangible assets, net | 49,866 | 64,850 |
Trade Names [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
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] | ||
Total indefinite-lived intangible assets | 1,125 | 1,154 |
Capitalized Software Costs [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 144,571 | 159,449 |
Accumulated amortization | (109,322) | (111,661) |
Total finite-lived intangible assets, net | 35,249 | 47,788 |
Physician Income Guarantee Contracts [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 5,431 | 7,489 |
Accumulated amortization | (3,147) | (4,290) |
Total finite-lived intangible assets, net | 2,284 | 3,199 |
Other Finite-Lived Intangible Assets [Member] | ||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | ||
Cost | 43,221 | 43,376 |
Accumulated amortization | (36,013) | (34,668) |
Total finite-lived intangible assets, net | $ 7,208 | $ 8,708 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Intangible Assets Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 193,223 | $ 210,314 |
Capitalized Software Costs in Development Stage [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 900 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Summary of the Components of Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense related to finite-lived intangible assets | $ 3,421 | $ 5,225 | $ 11,979 | $ 16,046 |
Amortization of leasehold improvements and property and equipment assets held under capital lease obligations | 792 | 886 | 2,468 | 2,225 |
Total amortization expense | 4,213 | 6,111 | 14,447 | 18,271 |
Capitalized Software Costs [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense related to finite-lived intangible assets | 2,416 | 3,889 | 8,515 | 12,428 |
Physician Income Guarantee Contracts [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense related to finite-lived intangible assets | 497 | 416 | 1,942 | 1,572 |
Other Finite-Lived Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense related to finite-lived intangible assets | $ 508 | $ 920 | $ 1,522 | $ 2,046 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets (Amortization Expense Narrative) (Details) | 9 Months Ended |
Sep. 30, 2018 | |
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 | 3 years 9 months 18 days |
Long-Term Debt (Summary of Comp
Long-Term Debt (Summary of Components of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Apr. 29, 2016 | Apr. 27, 2016 |
Debt Instrument [Line Items] | ||||
Total debt, excluding debt issuance costs and discounts | $ 1,225,181 | $ 1,256,824 | ||
Unamortized debt issuance costs and discounts | (37,953) | (42,934) | ||
Capital lease obligations | 23,607 | 24,411 | ||
Other debt | 878 | 1,255 | ||
Total debt | 1,187,228 | 1,213,890 | ||
Less: Current maturities of long-term debt | (1,544) | (1,855) | ||
Long-term debt | 1,185,684 | 1,212,035 | $ 1,250,497 | $ 24,179 |
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 | 0 | 0 | ||
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt, excluding debt issuance costs and discounts | 0 | 0 | ||
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt, excluding debt issuance costs and discounts | $ 800,696 | $ 831,158 |
Long-Term Debt (Senior Credit F
Long-Term Debt (Senior Credit Facility Narrative) (Details) - USD ($) | Apr. 29, 2016 | Sep. 30, 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, 2018 | 335.00% | ||||
Leverage ratio to incur permitted additional debt description | Through December 31, 2018, the Company is allowed to incur Permitted Additional Debt, as defined in the CS Agreement, only if the Total Leverage Ratio, adjusted for the Permitted Additional Debt, is below 4.50 to 1.00. After December 31, 2018, 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. | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured net leverage ratio through December 31, 2018 | 335.00% | ||||
Leverage ratio to incur permitted additional debt through December 31, 2018 | 450.00% | ||||
Leverage ratio to incur permitted additional debt after December 31, 2018 | 550.00% | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Incremental term loan commitments | $ 100,000,000 | ||||
Senior Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured net leverage ratio | 415.00% | ||||
Line of credit, additional borrowing capacity | $ 167,000,000 | ||||
Secured net leverage ratio to exercise incremental term loan commitments description | Through December 31, 2018, the Company may request to exercise Incremental Term Loan Commitments, as defined in the CS Agreement, only if the Secured Net Leverage Ratio, adjusted for the requested Incremental Term Loan borrowing, is below 3.35 to 1.00. After December 31, 2018, 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 | $ 13,700,000 | ||||
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 | 9.29% | ||||
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 | $ 0 | ||||
Line of credit, borrowing capacity | $ 48,800,000 | ||||
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) - Senior Credit Facility [Member] | Sep. 30, 2018 |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 415.00% |
Period from January 1, 2017 to June 30, 2017 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 450.00% |
Period from July 1, 2017 to December 31, 2018 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 475.00% |
Period from July 1, 2018 to December 31, 2019 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 500.00% |
Period from January 1, 2020 and thereafter [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Secured net leverage ratio | 400.00% |
Long-Term Debt (ABL Credit Faci
Long-Term Debt (ABL Credit Facility Narrative) (Details) - ABL Credit Facility, maturing 2021 [Member] - USD ($) | Apr. 29, 2016 | Sep. 30, 2018 |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 125,000,000 | $ 120,300,000 |
Line of credit, outstanding balance | 0 | |
Line of Credit Facility, Maturity Date | Apr. 29, 2021 | |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 2,023 | |||
Senior Notes, maturing 2023 [Member] | Exchange Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 11.625% | |||
Debt instrument due date | 2,023 |
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 | Sep. 30, 2018 |
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] | 9 Months Ended |
Sep. 30, 2018 | |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Debt issuance costs | $ 34,533 | $ 32,265 |
Debt discounts | 24,536 | 24,536 |
Total debt issuance costs and discounts at origination | 59,069 | 56,801 |
Less: Amortization of debt issuance costs and discounts | (21,116) | (13,867) |
Total unamortized debt issuance costs and discounts | $ 37,953 | $ 42,934 |
Long-Term Debt (Capital Lease O
Long-Term Debt (Capital Lease Obligations and Other Debt Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 23,607 | $ 24,411 |
New Corporate Office [Member] | Brentwood, Tennessee [Member] | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 17,400 | $ 17,900 |
Long-Term Debt (Summary of Debt
Long-Term Debt (Summary of Debt Maturities for Next Five Years and Thereafter) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Remainder of 2018 | $ 403 | |
2,019 | 1,549 | |
2,020 | 1,621 | |
2,021 | 1,639 | |
2,022 | 802,096 | |
Thereafter | 417,873 | |
Total debt, excluding unamortized debt issuance costs and discounts | $ 1,225,181 | $ 1,256,824 |
Long-Term Debt (Summary of Co_2
Long-Term Debt (Summary of Components of Interest Expense, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs and discounts | $ 2,079 | $ 2,067 | $ 7,249 | $ 6,271 |
All other interest expense (income), net | 285 | 270 | (1,301) | (1,684) |
Total interest expense, net | 32,450 | 32,216 | 95,307 | 90,204 |
Senior Notes, maturing 2023 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 11,626 | 11,631 | 34,865 | 34,886 |
ABL Credit Facility, maturing 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 276 | 638 | 1,115 | 1,507 |
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 63 | 98 | 205 | 429 |
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 18,121 | 17,512 | 53,174 | 48,795 |
Interest Expense Portion From Long Term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest expense, net | $ 32,450 | $ 32,216 | $ 95,307 | $ 90,204 |
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 | Sep. 30, 2018 | Dec. 31, 2017 |
Other Assets Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term receivable | $ 31,903 | $ 44,377 |
Insurance reserve for workers' compensation liability, long-term receivable | 11,734 | 14,545 |
Restricted cash | 8,000 | 0 |
Other miscellaneous long-term assets | 10,925 | 13,633 |
Total other long-term assets | 80,994 | 95,607 |
Nonqualified Plan [Member] | ||
Other Assets Noncurrent [Line Items] | ||
Nonqualified Deferred Compensation Plan Assets | 18,432 | 23,052 |
Insurance Reserves Indemnified By CHS [Member] | ||
Other Assets Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term receivable | 31,903 | 44,377 |
Insurance reserve for workers' compensation liability, long-term receivable | $ 11,734 | $ 14,545 |
Other Long-Term Assets and Ot_4
Other Long-Term Assets and Other Long-Term Liabilities (Summary of Components of Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Other Liabilities Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term liability | $ 78,612 | $ 76,993 |
Insurance reserve for workers' compensation liability, long-term liability | 17,879 | 18,558 |
Benefit plan liabilities | 28,639 | 36,103 |
Deferred rent | 2,770 | 4,268 |
Other miscellaneous long-term liabilities | 1,925 | 2,032 |
Total other long-term liabilities | 129,825 | 137,954 |
Professional and General Liability Insurance [Member] | ||
Other Liabilities Noncurrent [Line Items] | ||
Insurance reserves for professional and general liability, long-term liability | $ 78,612 | $ 76,993 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Summary of Carrying Amounts and Estimated Fair Values of Long-Term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | $ 1,225,181 | $ 1,256,824 |
Total debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 1,238,784 | 1,258,016 |
ABL Credit Facility, maturing 2021 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 0 | 0 |
Total debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 0 | 0 |
Senior Notes, maturing 2023 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 400,000 | 400,000 |
Total debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 401,088 | 393,396 |
Other debt [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 24,485 | 25,666 |
Total debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 24,485 | 25,666 |
Senior Credit Facility [Member] | Revolving Credit Facility, maturing 2021 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 0 | 0 |
Total debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | 0 | 0 |
Senior Credit Facility [Member] | Term Loan Facility, maturing 2022 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total debt, excluding unamortized debt issuance costs and discounts, Carrying Amount | 800,696 | 831,158 |
Total debt, excluding unamortized debt issuance costs and discounts, Estimated Fair Value | $ 813,211 | $ 838,954 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Apr. 29, 2016USD ($)vote / shares$ / 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 issued | 0 | 0 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, shares issued | 31,527,885 | 30,294,895 | |
Common stock, shares outstanding | 31,527,885 | 30,294,895 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Contributed capital, in excess of par value of common stock | $ | $ 554,847 | $ 549,610 | |
Spin-off from CHS [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 100,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | ||
Common stock, shares authorized | 300,000,000 | ||
Common stock, shares issued | 28,412,054 | ||
Common stock, par value | $ / shares | $ 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 | $ | $ 530,600 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax rate, percent | 21.00% | 35.00% | ||||
Tax Cuts and Jobs Act of 2017, incomplete accounting, provisional income tax benefit | $ 24,000,000 | |||||
Effective income tax rate, continuing operations | 2.00% | 1.90% | 0.60% | 0.10% | ||
Deferred income tax liabilities, net | $ 6,670,000 | $ 7,774,000 | $ 6,670,000 | $ 7,774,000 | ||
Decrease in deferred tax liabilities | 1,100,000 | |||||
Unrecognized income tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net income (loss) | $ (53,886) | $ (28,554) | $ (178,314) | $ (86,334) |
Less: Net income (loss) attributable to noncontrolling interests | 54 | 637 | 1,200 | 1,048 |
Net income (loss) attributable to Quorum Health Corporation | $ (53,940) | $ (29,191) | $ (179,514) | $ (87,382) |
Denominator: | ||||
Weighted-average shares outstanding - basic and diluted | 29,215,823 | 28,245,833 | 28,891,363 | 28,068,085 |
Earnings (loss) per share attributable to Quorum Health Corporation stockholders - basic and diluted | $ (1.85) | $ (1.03) | $ (6.21) | $ (3.11) |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Dilutive Shares | 0 | 0 | 0 | 0 |
Segments (Narrative) (Details)
Segments (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2018segment | |
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 | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Net operating revenues | $ 460,507 | $ 499,302 | $ 1,419,959 | $ 1,557,088 | |
Total adjusted EBITDA | 34,142 | 32,268 | 88,885 | 92,840 | |
Total assets | 1,613,129 | 1,613,129 | $ 1,828,841 | ||
Hospital Operations Reporting Unit [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | 442,802 | 478,815 | 1,363,628 | 1,494,351 | |
Total adjusted EBITDA | 39,137 | 39,227 | 109,455 | 118,229 | |
Total assets | 1,481,792 | 1,481,792 | 1,687,576 | ||
Quorum Health Resources [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | 16,937 | 19,494 | 55,145 | 60,385 | |
Total adjusted EBITDA | 4,715 | 5,391 | 13,518 | 15,848 | |
Total assets | 58,082 | 58,082 | 61,752 | ||
All Other Operations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net operating revenues | 768 | 993 | 1,186 | 2,352 | |
Total adjusted EBITDA | (9,710) | $ (12,350) | (34,088) | $ (41,237) | |
Total assets | $ 73,255 | $ 73,255 | $ 79,513 |
Segments (Summary of Reconcilia
Segments (Summary of Reconciliation of Adjusted EBITDA to Net Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Total adjusted EBITDA | $ 34,142 | $ 32,268 | $ 88,885 | $ 92,840 |
Interest expense, net | (32,450) | (32,216) | (95,307) | (90,204) |
(Provision for) benefit from income taxes | 1,074 | 542 | 1,162 | 86 |
Depreciation and amortization | (16,612) | (20,735) | (52,015) | (63,441) |
Legal, professional and settlement costs | (1,519) | (2,050) | (10,349) | (6,519) |
Impairment of long-lived assets and goodwill | (32,438) | (5,261) | (72,198) | (21,461) |
Loss (gain) on sale of hospitals, net | (805) | (79) | (8,927) | 5,112 |
Loss on closure of hospitals, net | (1,111) | 0 | (18,195) | 0 |
Transition of transition services agreements | (2,445) | 0 | (3,682) | 0 |
Transaction costs related to the Spin-off | 0 | (173) | 0 | (204) |
Post-spin headcount reductions and executive severance | (1,722) | (850) | (7,688) | (2,543) |
Net income (loss) | $ (53,886) | $ (28,554) | $ (178,314) | $ (86,334) |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Apr. 29, 2016 | |
Restricted Stock [Member] | Performance-Based Vesting [Member] | Executive Officers [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted stock units, shares granted | 512,500 | |
Share-based compensation, vesting description | the restrictions on the restricted stock awards will lapse on the second anniversary of the grant date. | |
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] | ||
Restricted stock units, shares granted | 939,167 | |
Share-based compensation, vesting period | 3 years | |
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] | ||
Share-based compensation, vesting description | lapse in equal installments on each of the first three anniversaries of the grant date. | |
Restricted Stock [Member] | Time-Based Vesting [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation, vesting description | lapse on the first anniversary of the grant date. | |
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 | |
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 | $ 10.6 | |
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 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Activity Related to Unvested Restricted Stock Awards) (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
QHC Awards Distributed in Spin-off [Member] | QHC Employees [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested restricted stock awards at beginning of period, Shares | 266,880 |
Vested, Shares | (136,562) |
Forfeited, Shares | (48,717) |
Unvested restricted stock awards at end of period, Shares | 81,601 |
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 | 1,779,488 |
Granted, Shares | 1,616,707 |
Vested, Shares | (830,898) |
Forfeited, Shares | (335,512) |
Unvested restricted stock awards at end of period, Shares | 2,229,785 |
Unvested restricted stock awards at beginning of period, Weighted Average Grant Date Fair Value Per Share | $ / shares | $ 9.58 |
Granted, Weighted Average Grant Date Fair Value Per Share | $ / shares | 6.10 |
Vested, Weighted Average Grant Date Fair Value Per Share | $ / shares | 9.81 |
Forfeited, Weighted Average Grant Date Fair Value Per Share | $ / shares | 9.01 |
Unvested restricted stock awards at end of period, Weighted Average Grant Date Fair Value Per Share | $ / shares | $ 7.06 |
Stock-Based Compensation (Sum_2
Stock-Based Compensation (Summary of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,766 | $ 2,374 | $ 7,986 | $ 7,702 |
Resulting from Spin-off [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 435 | 372 | 1,799 |
Related to Grants Following Spin-off [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 2,766 | $ 1,939 | $ 7,614 | $ 5,903 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) | Sep. 16, 2016Installmentshares | Aug. 18, 2016 | Apr. 29, 2016USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Hospital | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined contribution plan, total expense (benefit) | $ 3,800,000 | $ (4,900,000) | $ 8,100,000 | $ 1,500,000 | ||||
Pension Plan [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit plan net periodic benefit cost | 100,000 | 100,000 | $ 200,000 | 300,000 | ||||
Number of Hospitals | Hospital | 1 | |||||||
Accrued benefit liability | 800,000 | $ 800,000 | $ 800,000 | |||||
Original SERP [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Accrued benefit liability | $ 6,000,000 | |||||||
Defined benefit plan, assets transferred | $ 0 | |||||||
Amended and Restated SERP [Member] | Salaries and Benefits Expenses [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Defined benefit plan net periodic benefit cost | 300,000 | $ 500,000 | 900,000 | $ 1,500,000 | ||||
Maximum [Member] | Director's Plan [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Number of annual installments | Installment | 15 | |||||||
Common stock shares available for issue | shares | 150,000 | |||||||
Other long-term liabilities [Member] | Amended and Restated SERP [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Accrued benefit liability | 5,800,000 | 5,800,000 | 8,700,000 | |||||
Accrued Salaries and Benefits [Member] | Amended and Restated SERP [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Current portion of benefit liability | 3,800,000 | 3,800,000 | 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 | 19,800,000 | 19,800,000 | 24,300,000 | |||||
QHCCS, LLC Nonqualified Deferred Compensation Plan [Member] | Other long-term Assets [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Long-term portion of benefit Asset | $ 18,400,000 | $ 18,400,000 | $ 23,100,000 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - Community Health Systems, Inc [Member] - Transition Services Agreements [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Terms of transitional service agreements | 5 years | |||
Screening service agreement effective date | Jun. 24, 2018 | |||
Total expenses incurred | $ 14.1 | $ 15.5 | $ 43.3 | $ 47.7 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) $ in Millions | Aug. 04, 2017USD ($)Agreement | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
McKenzie – Willamette Medical Center Project [Member] | Asset Under Construction [Member] | Construction and Capital Commitments [Member] | |||||
Other Commitments [Line Items] | |||||
Property and equipment, at cost | $ 3.6 | $ 6.5 | $ 14.3 | $ 31.1 | |
Construction costs incurred during the period | 97.3 | ||||
Project placed into service | 90.5 | ||||
Total estimated costs of project, including equipment costs | 105 | $ 105 | |||
Expected project to be completed year | 2,018 | ||||
Professional and General Liability Insurance [Member] | |||||
Other Commitments [Line Items] | |||||
Self-insured retention level | 5 | $ 5 | |||
Professional and General Liability Insurance [Member] | Quorum Health Resources [Member] | |||||
Other Commitments [Line Items] | |||||
Self-insured retention level | 6 | 6 | |||
Worker's Compensation Liability [Member] | |||||
Other Commitments [Line Items] | |||||
Self-insured retention level | $ 0.5 | $ 0.5 | |||
Arbitration with Community Health Systems, Inc. [Member] | |||||
Other Commitments [Line Items] | |||||
Number of transition services agreements | Agreement | 2 | ||||
Payment related to transaction service agreements sought | $ 12.1 |
Commitments and Contingencies -
Commitments and Contingencies - (Summary of Insurance Reserves Related to Professional and General Liability and Workers Compensation Liability) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | $ 25,342 | $ 21,465 |
Insurance reserve for workers' compensation liability, current receivable | 2,368 | 3,032 |
Total self-insurance reserves, current receivable | 27,710 | 24,497 |
Insurance reserves for professional and general liability, long-term receivable | 31,903 | 44,377 |
Insurance reserve for workers' compensation liability, long-term receivable | 11,734 | 14,545 |
Total self-insurance reserves, long-term receivable | 43,637 | 58,922 |
Insurance reserves for professional and general liability, current liability | 29,531 | 24,348 |
Insurance reserve for workers' compensation liability, current liability | 4,461 | 6,152 |
Total self-insurance reserves, current liability | 33,992 | 30,500 |
Insurance reserves for professional and general liability, long-term liability | 78,612 | 76,993 |
Insurance reserve for workers' compensation liability, long-term liability | 17,879 | 18,558 |
Total self-insurance reserves, long-term liability | 96,491 | 95,551 |
Insurance Reserves Indemnified By CHS, Inc. [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | 25,342 | 21,465 |
Insurance reserve for workers' compensation liability, current receivable | 2,368 | 3,032 |
Insurance reserves for professional and general liability, long-term receivable | 31,903 | 44,377 |
Insurance reserve for workers' compensation liability, long-term receivable | 11,734 | 14,545 |
Insurance reserves for professional and general liability, current liability | 25,342 | 21,465 |
Insurance reserve for workers' compensation liability, current liability | 2,368 | 3,032 |
Insurance reserves for professional and general liability, long-term liability | 31,903 | 44,377 |
Insurance reserve for workers' compensation liability, long-term liability | 11,734 | 14,545 |
All Other Self-insurance Reserves [Member] | ||
Loss Contingencies [Line Items] | ||
Insurance reserves for professional and general liability, current receivable | 0 | 0 |
Insurance reserve for workers' compensation liability, current receivable | 0 | 0 |
Insurance reserves for professional and general liability, long-term receivable | 0 | 0 |
Insurance reserve for workers' compensation liability, long-term receivable | 0 | 0 |
Insurance reserves for professional and general liability, current liability | 4,189 | 2,883 |
Insurance reserve for workers' compensation liability, current liability | 2,093 | 3,120 |
Insurance reserves for professional and general liability, long-term liability | 46,709 | 32,616 |
Insurance reserve for workers' compensation liability, long-term liability | $ 6,145 | $ 4,013 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Subsequent Event [Line Items] | |||||
Pay down of term loan | $ 354 | $ 4,670 | $ 31,801 | $ 16,517 | |
Subsequent Event [Member] | Term Loan Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Pay down of term loan | $ 9,900 | ||||
Subsequent Event [Member] | Escrow Deposit [Member] | Term Loan Facility [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from restricted cash held in escrow | $ 8,000 |
Guarantor and Non-Guarantor S_3
Guarantor and Non-Guarantor Supplemental Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2018 | |
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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Income Statements Captions [Line Items] | ||||
Operating revenues | $ 557,847 | $ 1,731,007 | ||
Provision for bad debts | 58,545 | 173,919 | ||
Net operating revenues | $ 460,507 | 499,302 | $ 1,419,959 | 1,557,088 |
Operating costs and expenses: | ||||
Salaries and benefits | 226,237 | 251,780 | 705,868 | 781,691 |
Supplies | 48,949 | 58,657 | 160,732 | 186,591 |
Other operating expenses | 143,716 | 145,357 | 440,910 | 466,394 |
Depreciation and amortization | 16,612 | 20,735 | 52,015 | 63,441 |
Rent | 11,661 | 12,377 | 35,551 | 36,631 |
Electronic health records incentives earned | (31) | (287) | (617) | (4,516) |
Legal, professional and settlement costs | 1,519 | 2,050 | 10,349 | 6,519 |
Impairment of long-lived assets and goodwill | 32,438 | 5,261 | 72,198 | 21,461 |
Loss (gain) on sale of hospitals, net | 805 | 79 | 8,927 | (5,112) |
Loss on closure of hospitals, net | 1,111 | 0 | 18,195 | 0 |
Transaction costs related to the Spin-off | 0 | 173 | 0 | 204 |
Total operating costs and expenses | 483,017 | 496,182 | 1,504,128 | 1,553,304 |
Income (loss) from operations | (22,510) | 3,120 | (84,169) | 3,784 |
Interest expense (income), net | 32,450 | 32,216 | 95,307 | 90,204 |
Equity in earnings of affiliates | 0 | 0 | 0 | 0 |
Income (loss) before income taxes | (54,960) | (29,096) | (179,476) | (86,420) |
Provision for (benefit from) income taxes | (1,074) | (542) | (1,162) | (86) |
Net income (loss) | (53,886) | (28,554) | (178,314) | (86,334) |
Less: Net income (loss) attributable to noncontrolling interests | 54 | 637 | 1,200 | 1,048 |
Net income (loss) attributable to Quorum Health Corporation | (53,940) | (29,191) | (179,514) | (87,382) |
Reportable Legal Entities [Member] | Parent Issuer [Member] | ||||
Condensed Income Statements Captions [Line Items] | ||||
Operating revenues | 0 | 0 | ||
Provision for bad debts | 0 | 0 | ||
Net operating revenues | 0 | 0 | 0 | 0 |
Operating costs and expenses: | ||||
Salaries and benefits | 0 | 0 | 0 | 0 |
Supplies | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 100 | 1,897 | 2,992 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Rent | 0 | 0 | 0 | 0 |
Electronic health records incentives earned | 0 | 0 | 0 | 0 |
Legal, professional and settlement costs | 0 | 0 | 0 | 0 |
Impairment of long-lived assets and goodwill | 0 | 0 | 0 | 0 |
Loss (gain) on sale of hospitals, net | 0 | 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 | 100 | 1,897 | 2,992 |
Income (loss) from operations | 0 | (100) | (1,897) | (2,992) |
Interest expense (income), net | 32,204 | 32,001 | 96,612 | 91,934 |
Equity in earnings of affiliates | 22,932 | (2,366) | 81,849 | (7,457) |
Income (loss) before income taxes | (55,136) | (29,735) | (180,358) | (87,469) |
Provision for (benefit from) income taxes | (1,196) | (544) | (844) | (87) |
Net income (loss) | (53,940) | (29,191) | (179,514) | (87,382) |
Less: Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Quorum Health Corporation | (53,940) | (29,191) | (179,514) | (87,382) |
Reportable Legal Entities [Member] | Other Guarantors [Member] | ||||
Condensed Income Statements Captions [Line Items] | ||||
Operating revenues | 439,813 | 1,344,687 | ||
Provision for bad debts | 48,652 | 146,261 | ||
Net operating revenues | 356,986 | 391,161 | 1,091,781 | 1,198,426 |
Operating costs and expenses: | ||||
Salaries and benefits | 154,547 | 176,085 | 484,728 | 539,544 |
Supplies | 35,237 | 43,590 | 114,678 | 134,866 |
Other operating expenses | 115,994 | 120,035 | 355,090 | 373,979 |
Depreciation and amortization | 12,431 | 17,289 | 40,956 | 53,408 |
Rent | 6,580 | 7,332 | 20,464 | 21,494 |
Electronic health records incentives earned | 14 | (377) | (416) | (3,815) |
Legal, professional and settlement costs | 1,399 | 2,050 | 10,229 | 6,519 |
Impairment of long-lived assets and goodwill | 32,438 | 5,261 | 70,398 | 21,461 |
Loss (gain) on sale of hospitals, net | 805 | 100 | 8,933 | 100 |
Loss on closure of hospitals, net | 1,111 | 18,195 | ||
Transaction costs related to the Spin-off | 134 | 157 | ||
Total operating costs and expenses | 360,556 | 371,499 | 1,123,255 | 1,147,713 |
Income (loss) from operations | (3,570) | 19,662 | (31,474) | 50,713 |
Interest expense (income), net | 245 | 206 | (1,303) | (1,820) |
Equity in earnings of affiliates | (2,483) | 3,184 | 38,348 | 8,316 |
Income (loss) before income taxes | (1,332) | 16,272 | (68,519) | 44,217 |
Provision for (benefit from) income taxes | 8 | (266) | (412) | (44) |
Net income (loss) | (1,340) | 16,538 | (68,107) | 44,261 |
Less: Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Quorum Health Corporation | (1,340) | 16,538 | (68,107) | 44,261 |
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||||
Condensed Income Statements Captions [Line Items] | ||||
Operating revenues | 118,034 | 386,320 | ||
Provision for bad debts | 9,893 | 27,658 | ||
Net operating revenues | 103,521 | 108,141 | 328,178 | 358,662 |
Operating costs and expenses: | ||||
Salaries and benefits | 71,690 | 75,695 | 221,140 | 242,147 |
Supplies | 13,712 | 15,067 | 46,054 | 51,725 |
Other operating expenses | 27,722 | 25,222 | 83,923 | 89,423 |
Depreciation and amortization | 4,181 | 3,446 | 11,059 | 10,033 |
Rent | 5,081 | 5,045 | 15,087 | 15,137 |
Electronic health records incentives earned | (45) | 90 | (201) | (701) |
Legal, professional and settlement costs | 120 | 0 | 120 | 0 |
Impairment of long-lived assets and goodwill | 0 | 0 | 1,800 | 0 |
Loss (gain) on sale of hospitals, net | 0 | (21) | (6) | (5,212) |
Loss on closure of hospitals, net | 0 | 0 | ||
Transaction costs related to the Spin-off | 39 | 47 | ||
Total operating costs and expenses | 122,461 | 124,583 | 378,976 | 402,599 |
Income (loss) from operations | (18,940) | (16,442) | (50,798) | (43,937) |
Interest expense (income), net | 1 | 9 | (2) | 90 |
Equity in earnings of affiliates | 0 | 0 | 0 | 0 |
Income (loss) before income taxes | (18,941) | (16,451) | (50,796) | (44,027) |
Provision for (benefit from) income taxes | 114 | 268 | 94 | 45 |
Net income (loss) | (19,055) | (16,719) | (50,890) | (44,072) |
Less: Net income (loss) attributable to noncontrolling interests | 54 | 637 | 1,200 | 1,048 |
Net income (loss) attributable to Quorum Health Corporation | (19,109) | (17,356) | (52,090) | (45,120) |
Eliminations [Member] | ||||
Condensed Income Statements Captions [Line Items] | ||||
Operating revenues | 0 | 0 | ||
Provision for bad debts | 0 | 0 | ||
Net operating revenues | 0 | 0 | 0 | 0 |
Operating costs and expenses: | ||||
Salaries and benefits | 0 | 0 | 0 | 0 |
Supplies | 0 | 0 | 0 | 0 |
Other operating expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Rent | 0 | 0 | 0 | 0 |
Electronic health records incentives earned | 0 | 0 | 0 | 0 |
Legal, professional and settlement costs | 0 | 0 | 0 | 0 |
Impairment of long-lived assets and goodwill | 0 | 0 | 0 | 0 |
Loss (gain) on sale of hospitals, net | 0 | 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 | 0 |
Income (loss) from operations | 0 | 0 | 0 | 0 |
Interest expense (income), net | 0 | 0 | 0 | 0 |
Equity in earnings of affiliates | (20,449) | (818) | (120,197) | (859) |
Income (loss) before income taxes | 20,449 | 818 | 120,197 | 859 |
Provision for (benefit from) income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | 20,449 | 818 | 120,197 | 859 |
Less: Net income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Quorum Health Corporation | $ 20,449 | $ 818 | $ 120,197 | $ 859 |
Guarantor and Non-Guarantor S_5
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating and Combining Statement of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | $ (53,886) | $ (28,554) | $ (178,314) | $ (86,334) |
Amortization and recognition of unrecognized pension cost components, net of income taxes | 114 | 123 | 39 | 365 |
Comprehensive income (loss) | (53,772) | (28,431) | (178,275) | (85,969) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 54 | 637 | 1,200 | 1,048 |
Comprehensive income (loss) attributable to Quorum Health Corporation | (53,826) | (29,068) | (179,475) | (87,017) |
Reportable Legal Entities [Member] | Parent Issuer [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | (53,940) | (29,191) | (179,514) | (87,382) |
Amortization and recognition of unrecognized pension cost components, net of income taxes | 114 | 123 | 39 | 365 |
Comprehensive income (loss) | (53,826) | (29,068) | (179,475) | (87,017) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Quorum Health Corporation | (53,826) | (29,068) | (179,475) | (87,017) |
Reportable Legal Entities [Member] | Other Guarantors [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | (1,340) | 16,538 | (68,107) | 44,261 |
Amortization and recognition of unrecognized pension cost components, net of income taxes | 114 | 123 | 39 | 365 |
Comprehensive income (loss) | (1,226) | 16,661 | (68,068) | 44,626 |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Quorum Health Corporation | (1,226) | 16,661 | (68,068) | 44,626 |
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | (19,055) | (16,719) | (50,890) | (44,072) |
Amortization and recognition of unrecognized pension cost components, net of income taxes | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (19,055) | (16,719) | (50,890) | (44,072) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 54 | 637 | 1,200 | 1,048 |
Comprehensive income (loss) attributable to Quorum Health Corporation | (19,109) | (17,356) | (52,090) | (45,120) |
Eliminations [Member] | ||||
Condensed Statement Of Income Captions [Line Items] | ||||
Net income (loss) | 20,449 | 818 | 120,197 | 859 |
Amortization and recognition of unrecognized pension cost components, net of income taxes | (114) | (123) | (39) | (365) |
Comprehensive income (loss) | 20,335 | 695 | 120,158 | 494 |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Quorum Health Corporation | $ 20,335 | $ 695 | $ 120,158 | $ 494 |
Guarantor and Non-Guarantor S_6
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating and Combining Balance Sheet) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Apr. 29, 2016 | Apr. 27, 2016 |
Current assets: | ||||||
Cash and cash equivalents | $ 6,066 | $ 5,617 | ||||
Patient accounts receivable, net of allowance for doubtful accounts | 318,284 | 343,145 | ||||
Inventories | 46,964 | 53,459 | ||||
Prepaid expenses | 21,225 | 21,167 | ||||
Due from third-party payors | 64,109 | 97,202 | ||||
Current assets of hospitals held for sale | 0 | 8,112 | ||||
Other current assets | 58,162 | 47,440 | ||||
Total current assets | 514,810 | 576,142 | ||||
Intercompany receivable | 0 | 0 | ||||
Property and equipment, net | 566,386 | 675,279 | ||||
Goodwill | 401,073 | 409,229 | ||||
Intangible assets, net | 49,866 | 64,850 | ||||
Long-term assets of hospitals held for sale | 0 | 7,734 | ||||
Other long-term assets | 80,994 | 95,607 | ||||
Net investment in subsidiaries | 0 | 0 | ||||
Total assets | 1,613,129 | 1,828,841 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 1,544 | 1,855 | ||||
Accounts payable | 146,403 | 171,250 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 87,287 | 77,803 | ||||
Accrued interest | 22,046 | 10,466 | ||||
Due to third-party payors | 43,934 | 47,705 | ||||
Current liabilities of hospitals held for sale | 0 | 2,577 | ||||
Other current liabilities | 47,750 | 43,687 | ||||
Total current liabilities | 348,964 | 355,343 | ||||
Long-term debt | 1,185,684 | 1,212,035 | $ 1,250,497 | $ 24,179 | ||
Intercompany payable | 0 | 0 | ||||
Deferred income tax liabilities, net | 6,670 | 7,774 | ||||
Other long-term liabilities | 129,825 | 137,954 | ||||
Total liabilities | 1,671,143 | 1,713,106 | ||||
Redeemable noncontrolling interests | 2,279 | 2,325 | $ 1,578 | $ 6,807 | ||
Quorum Health Corporation stockholders' equity (deficit): | ||||||
Preferred stock | 0 | 0 | ||||
Common stock | 3 | 3 | ||||
Additional paid-in capital | 554,847 | 549,610 | ||||
Accumulated other comprehensive income (loss) | (1,917) | (1,956) | ||||
Accumulated deficit | (627,730) | (448,216) | ||||
Total Quorum Health Corporation stockholders' equity (deficit) | (74,797) | 99,441 | ||||
Nonredeemable noncontrolling interests | 14,504 | 13,969 | ||||
Total equity (deficit) | (60,293) | 113,410 | $ 135,933 | $ 215,569 | ||
Total liabilities and equity | 1,613,129 | 1,828,841 | ||||
Reportable Legal Entities [Member] | Parent Issuer [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 221 | 1,051 | ||||
Patient accounts receivable, net of allowance for doubtful accounts | 0 | 0 | ||||
Inventories | 0 | 0 | ||||
Prepaid expenses | 59 | 33 | ||||
Due from third-party payors | 0 | 0 | ||||
Current assets of hospitals held for sale | 0 | |||||
Other current assets | 248 | 0 | ||||
Total current assets | 528 | 1,084 | ||||
Intercompany receivable | 3 | 3 | ||||
Property and equipment, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Long-term assets of hospitals held for sale | 0 | |||||
Other long-term assets | 0 | 0 | ||||
Net investment in subsidiaries | 1,411,102 | 1,488,021 | ||||
Total assets | 1,411,633 | 1,489,108 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 0 | 0 | ||||
Accounts payable | 80 | 132 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 0 | 0 | ||||
Accrued interest | 22,046 | 10,466 | ||||
Due to third-party payors | 0 | 0 | ||||
Current liabilities of hospitals held for sale | 0 | |||||
Other current liabilities | 0 | 516 | ||||
Total current liabilities | 22,126 | 11,114 | ||||
Long-term debt | 1,162,743 | 1,188,224 | ||||
Intercompany payable | 294,891 | 182,555 | ||||
Deferred income tax liabilities, net | 6,670 | 7,774 | ||||
Other long-term liabilities | 0 | 0 | ||||
Total liabilities | 1,486,430 | 1,389,667 | ||||
Redeemable noncontrolling interests | 0 | 0 | ||||
Quorum Health Corporation stockholders' equity (deficit): | ||||||
Preferred stock | 0 | 0 | ||||
Common stock | 3 | 3 | ||||
Additional paid-in capital | 554,847 | 549,610 | ||||
Accumulated other comprehensive income (loss) | (1,917) | (1,956) | ||||
Accumulated deficit | (627,730) | (448,216) | ||||
Total Quorum Health Corporation stockholders' equity (deficit) | (74,797) | 99,441 | ||||
Nonredeemable noncontrolling interests | 0 | 0 | ||||
Total equity (deficit) | (74,797) | 99,441 | ||||
Total liabilities and equity | 1,411,633 | 1,489,108 | ||||
Reportable Legal Entities [Member] | Other Guarantors [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 5,276 | 4,222 | ||||
Patient accounts receivable, net of allowance for doubtful accounts | 250,315 | 262,690 | ||||
Inventories | 36,967 | 43,276 | ||||
Prepaid expenses | 16,020 | 16,980 | ||||
Due from third-party payors | 56,581 | 93,323 | ||||
Current assets of hospitals held for sale | 8,112 | |||||
Other current assets | 41,587 | 32,867 | ||||
Total current assets | 406,746 | 461,470 | ||||
Intercompany receivable | 597,765 | 402,817 | ||||
Property and equipment, net | 428,481 | 543,073 | ||||
Goodwill | 235,418 | 243,618 | ||||
Intangible assets, net | 44,782 | 58,240 | ||||
Long-term assets of hospitals held for sale | 7,730 | |||||
Other long-term assets | 56,043 | 74,918 | ||||
Net investment in subsidiaries | 0 | 0 | ||||
Total assets | 1,769,235 | 1,791,866 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 1,427 | 1,434 | ||||
Accounts payable | 126,489 | 146,193 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 62,524 | 56,522 | ||||
Accrued interest | 0 | 0 | ||||
Due to third-party payors | 37,731 | 46,381 | ||||
Current liabilities of hospitals held for sale | 2,577 | |||||
Other current liabilities | 32,547 | 30,664 | ||||
Total current liabilities | 260,718 | 283,771 | ||||
Long-term debt | 22,736 | 23,809 | ||||
Intercompany payable | 271,163 | 173,341 | ||||
Deferred income tax liabilities, net | 0 | 0 | ||||
Other long-term liabilities | 224,768 | 195,132 | ||||
Total liabilities | 779,385 | 676,053 | ||||
Redeemable noncontrolling interests | 0 | 0 | ||||
Quorum Health Corporation stockholders' equity (deficit): | ||||||
Preferred stock | 0 | 0 | ||||
Common stock | 0 | 0 | ||||
Additional paid-in capital | 1,177,836 | 1,291,581 | ||||
Accumulated other comprehensive income (loss) | (1,917) | (1,956) | ||||
Accumulated deficit | (186,069) | (173,812) | ||||
Total Quorum Health Corporation stockholders' equity (deficit) | 989,850 | 1,115,813 | ||||
Nonredeemable noncontrolling interests | 0 | 0 | ||||
Total equity (deficit) | 989,850 | 1,115,813 | ||||
Total liabilities and equity | 1,769,235 | 1,791,866 | ||||
Reportable Legal Entities [Member] | Non-Guarantors [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 569 | 344 | ||||
Patient accounts receivable, net of allowance for doubtful accounts | 67,969 | 80,455 | ||||
Inventories | 9,997 | 10,183 | ||||
Prepaid expenses | 5,146 | 4,154 | ||||
Due from third-party payors | 7,528 | 3,879 | ||||
Current assets of hospitals held for sale | 0 | |||||
Other current assets | 16,327 | 14,573 | ||||
Total current assets | 107,536 | 113,588 | ||||
Intercompany receivable | 271,159 | 172,098 | ||||
Property and equipment, net | 137,905 | 132,206 | ||||
Goodwill | 165,655 | 165,611 | ||||
Intangible assets, net | 5,084 | 6,610 | ||||
Long-term assets of hospitals held for sale | 4 | |||||
Other long-term assets | 24,951 | 20,689 | ||||
Net investment in subsidiaries | 0 | 0 | ||||
Total assets | 712,290 | 610,806 | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 117 | 421 | ||||
Accounts payable | 19,834 | 24,925 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 24,763 | 21,281 | ||||
Accrued interest | 0 | 0 | ||||
Due to third-party payors | 6,203 | 1,324 | ||||
Current liabilities of hospitals held for sale | 0 | |||||
Other current liabilities | 15,203 | 12,507 | ||||
Total current liabilities | 66,120 | 60,458 | ||||
Long-term debt | 205 | 2 | ||||
Intercompany payable | 302,874 | 219,022 | ||||
Deferred income tax liabilities, net | 0 | 0 | ||||
Other long-term liabilities | 31,683 | 31,100 | ||||
Total liabilities | 400,882 | 310,582 | ||||
Redeemable noncontrolling interests | 2,279 | 2,325 | ||||
Quorum Health Corporation stockholders' equity (deficit): | ||||||
Preferred stock | 0 | 0 | ||||
Common stock | 0 | 0 | ||||
Additional paid-in capital | 584,102 | 471,767 | ||||
Accumulated other comprehensive income (loss) | 0 | 0 | ||||
Accumulated deficit | (289,477) | (187,837) | ||||
Total Quorum Health Corporation stockholders' equity (deficit) | 294,625 | 283,930 | ||||
Nonredeemable noncontrolling interests | 14,504 | 13,969 | ||||
Total equity (deficit) | 309,129 | 297,899 | ||||
Total liabilities and equity | 712,290 | 610,806 | ||||
Eliminations [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | 0 | ||||
Patient accounts receivable, net of allowance for doubtful accounts | 0 | 0 | ||||
Inventories | 0 | 0 | ||||
Prepaid expenses | 0 | 0 | ||||
Due from third-party payors | 0 | 0 | ||||
Current assets of hospitals held for sale | 0 | |||||
Other current assets | 0 | 0 | ||||
Total current assets | 0 | 0 | ||||
Intercompany receivable | (868,927) | (574,918) | ||||
Property and equipment, net | 0 | 0 | ||||
Goodwill | 0 | 0 | ||||
Intangible assets, net | 0 | 0 | ||||
Long-term assets of hospitals held for sale | 0 | |||||
Other long-term assets | 0 | 0 | ||||
Net investment in subsidiaries | (1,411,102) | (1,488,021) | ||||
Total assets | (2,280,029) | (2,062,939) | ||||
Current liabilities: | ||||||
Current maturities of long-term debt | 0 | 0 | ||||
Accounts payable | 0 | 0 | ||||
Accrued liabilities: | ||||||
Accrued salaries and benefits | 0 | 0 | ||||
Accrued interest | 0 | 0 | ||||
Due to third-party payors | 0 | 0 | ||||
Current liabilities of hospitals held for sale | 0 | |||||
Other current liabilities | 0 | 0 | ||||
Total current liabilities | 0 | 0 | ||||
Long-term debt | 0 | 0 | ||||
Intercompany payable | (868,928) | (574,918) | ||||
Deferred income tax liabilities, net | 0 | 0 | ||||
Other long-term liabilities | (126,626) | (88,278) | ||||
Total liabilities | (995,554) | (663,196) | ||||
Redeemable noncontrolling interests | 0 | 0 | ||||
Quorum Health Corporation stockholders' equity (deficit): | ||||||
Preferred stock | 0 | 0 | ||||
Common stock | 0 | 0 | ||||
Additional paid-in capital | (1,761,938) | (1,763,348) | ||||
Accumulated other comprehensive income (loss) | 1,917 | 1,956 | ||||
Accumulated deficit | 475,546 | 361,649 | ||||
Total Quorum Health Corporation stockholders' equity (deficit) | (1,284,475) | (1,399,743) | ||||
Nonredeemable noncontrolling interests | 0 | 0 | ||||
Total equity (deficit) | (1,284,475) | (1,399,743) | ||||
Total liabilities and equity | $ (2,280,029) | $ (2,062,939) |
Guarantor and Non-Guarantor S_7
Guarantor and Non-Guarantor Supplemental Information (Schedule of Condensed Consolidating and Combining Statement of Cash Flows (Details) - USD ($) $ in Thousands | Apr. 29, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Condensed Cash Flow Statements Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | $ 28,334 | $ 9,744 | $ 42,935 | $ 789 | |
Cash flows from investing activities: | |||||
Capital expenditures for property and equipment | (9,576) | (11,525) | (34,895) | (50,667) | |
Capital expenditures for software | (483) | (3,005) | (1,527) | (6,174) | |
Acquisitions, net of cash acquired | (63) | (33) | (121) | (1,920) | |
Proceeds from the sale of hospitals | 0 | 9,084 | 39,170 | 29,240 | |
Changes in intercompany balances with affiliates, net | 0 | 0 | |||
Other investing activities | 10 | 0 | 259 | 0 | |
Net cash provided by (used in) investing activities | (10,112) | (5,479) | 2,886 | (29,521) | |
Cash flows from financing activities: | |||||
Borrowings under revolving credit facilities | 121,000 | 131,000 | 368,000 | 433,000 | |
Repayments under revolving credit facilities | (135,000) | (136,000) | (368,000) | (388,000) | |
Borrowings of long-term debt | 90 | 175 | 157 | 247 | |
Repayments of long-term debt | (354) | (4,670) | (31,801) | (16,517) | |
Payments of debt issuance costs | $ (29,146) | 0 | (181) | (2,268) | (3,119) |
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (36) | (14) | (1,979) | (1,503) | |
Cash distributions to noncontrolling investors | (678) | 0 | (1,481) | (3,851) | |
Purchases of shares from noncontrolling investors | 0 | (1,244) | 0 | (1,244) | |
Changes in intercompany balances with affiliates, net | 0 | 0 | |||
Net cash provided by (used in) financing activities | (14,978) | (10,934) | (37,372) | 19,013 | |
Net change in cash, cash equivalents and restricted cash | 3,244 | (6,669) | 8,449 | (9,719) | |
Cash, cash equivalents and restricted cash at beginning of period | 10,822 | 22,405 | 5,617 | 25,455 | |
Cash, cash equivalents and restricted cash at end of period | 14,066 | 15,736 | 14,066 | 15,736 | |
Reportable Legal Entities [Member] | Parent Issuer [Member] | |||||
Condensed Cash Flow Statements Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | (80,781) | (81,234) | |||
Cash flows from investing activities: | |||||
Capital expenditures for property and equipment | 0 | 0 | |||
Capital expenditures for software | 0 | 0 | |||
Acquisitions, net of cash acquired | 0 | 0 | |||
Proceeds from the sale of hospitals | 0 | 0 | |||
Changes in intercompany balances with affiliates, net | 0 | 0 | |||
Other investing activities | 0 | ||||
Net cash provided by (used in) investing activities | 0 | 0 | |||
Cash flows from financing activities: | |||||
Borrowings under revolving credit facilities | 368,000 | 433,000 | |||
Repayments under revolving credit facilities | (368,000) | (388,000) | |||
Borrowings of long-term debt | 0 | 0 | |||
Repayments of long-term debt | (30,463) | (15,032) | |||
Payments of debt issuance costs | (2,268) | (3,119) | |||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | 0 | |||
Cash distributions to noncontrolling investors | 0 | 0 | |||
Purchases of shares from noncontrolling investors | 0 | ||||
Changes in intercompany balances with affiliates, net | 112,682 | 45,289 | |||
Net cash provided by (used in) financing activities | 79,951 | 72,138 | |||
Net change in cash, cash equivalents and restricted cash | (830) | (9,096) | |||
Cash, cash equivalents and restricted cash at beginning of period | 1,051 | 21,609 | |||
Cash, cash equivalents and restricted cash at end of period | 221 | 12,513 | 221 | 12,513 | |
Reportable Legal Entities [Member] | Other Guarantors [Member] | |||||
Condensed Cash Flow Statements Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | 124,538 | 88,802 | |||
Cash flows from investing activities: | |||||
Capital expenditures for property and equipment | (21,193) | (18,057) | |||
Capital expenditures for software | (1,400) | (5,412) | |||
Acquisitions, net of cash acquired | (42) | (53) | |||
Proceeds from the sale of hospitals | 39,384 | 9,348 | |||
Changes in intercompany balances with affiliates, net | (137,364) | (72,795) | |||
Other investing activities | 190 | ||||
Net cash provided by (used in) investing activities | (120,425) | (86,969) | |||
Cash flows from financing activities: | |||||
Borrowings under revolving credit facilities | 0 | 0 | |||
Repayments under revolving credit facilities | 0 | 0 | |||
Borrowings of long-term debt | 102 | 247 | |||
Repayments of long-term debt | (1,182) | (1,219) | |||
Payments of debt issuance costs | 0 | 0 | |||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | (1,979) | (1,503) | |||
Cash distributions to noncontrolling investors | 0 | 0 | |||
Purchases of shares from noncontrolling investors | 0 | ||||
Changes in intercompany balances with affiliates, net | 0 | 0 | |||
Net cash provided by (used in) financing activities | (3,059) | (2,475) | |||
Net change in cash, cash equivalents and restricted cash | 1,054 | (642) | |||
Cash, cash equivalents and restricted cash at beginning of period | 4,222 | 3,498 | |||
Cash, cash equivalents and restricted cash at end of period | 5,276 | 2,856 | 5,276 | 2,856 | |
Reportable Legal Entities [Member] | Non-Guarantors [Member] | |||||
Condensed Cash Flow Statements Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | (822) | (6,779) | |||
Cash flows from investing activities: | |||||
Capital expenditures for property and equipment | (13,702) | (32,610) | |||
Capital expenditures for software | (127) | (762) | |||
Acquisitions, net of cash acquired | (79) | (1,867) | |||
Proceeds from the sale of hospitals | (214) | 19,892 | |||
Changes in intercompany balances with affiliates, net | 0 | 0 | |||
Other investing activities | 69 | ||||
Net cash provided by (used in) investing activities | (14,053) | (15,347) | |||
Cash flows from financing activities: | |||||
Borrowings under revolving credit facilities | 0 | 0 | |||
Repayments under revolving credit facilities | 0 | 0 | |||
Borrowings of long-term debt | 55 | 0 | |||
Repayments of long-term debt | (156) | (266) | |||
Payments of debt issuance costs | 0 | 0 | |||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | 0 | |||
Cash distributions to noncontrolling investors | (1,481) | (3,851) | |||
Purchases of shares from noncontrolling investors | (1,244) | ||||
Changes in intercompany balances with affiliates, net | 24,682 | 27,506 | |||
Net cash provided by (used in) financing activities | 23,100 | 22,145 | |||
Net change in cash, cash equivalents and restricted cash | 8,225 | 19 | |||
Cash, cash equivalents and restricted cash at beginning of period | 344 | 348 | |||
Cash, cash equivalents and restricted cash at end of period | 8,569 | 367 | 8,569 | 367 | |
Eliminations [Member] | |||||
Condensed Cash Flow Statements Captions [Line Items] | |||||
Net cash provided by (used in) operating activities | 0 | 0 | |||
Cash flows from investing activities: | |||||
Capital expenditures for property and equipment | 0 | 0 | |||
Capital expenditures for software | 0 | 0 | |||
Acquisitions, net of cash acquired | 0 | 0 | |||
Proceeds from the sale of hospitals | 0 | 0 | |||
Changes in intercompany balances with affiliates, net | 137,364 | 72,795 | |||
Other investing activities | 0 | ||||
Net cash provided by (used in) investing activities | 137,364 | 72,795 | |||
Cash flows from financing activities: | |||||
Borrowings under revolving credit facilities | 0 | 0 | |||
Repayments under revolving credit facilities | 0 | 0 | |||
Borrowings of long-term debt | 0 | 0 | |||
Repayments of long-term debt | 0 | 0 | |||
Payments of debt issuance costs | 0 | 0 | |||
Cancellation of restricted stock awards for payroll tax withholdings on vested shares | 0 | 0 | |||
Cash distributions to noncontrolling investors | 0 | 0 | |||
Purchases of shares from noncontrolling investors | 0 | ||||
Changes in intercompany balances with affiliates, net | (137,364) | (72,795) | |||
Net cash provided by (used in) financing activities | (137,364) | (72,795) | |||
Net change in cash, cash equivalents and restricted cash | 0 | 0 | |||
Cash, cash equivalents and restricted cash at beginning of period | 0 | 0 | |||
Cash, cash equivalents and restricted cash at end of period | $ 0 | $ 0 | $ 0 | $ 0 |