ITEM 1. FINANCIAL STATEMENTS
SUNLINK HEALTH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2017
|
|
|
June 30,
|
|
|
|
(unaudited)
|
|
|
2016
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
11,237
|
|
|
$
|
3,261
|
|
Restricted cash
|
|
|
1,000
|
|
|
|
0
|
|
Receivables - net
|
|
|
6,300
|
|
|
|
6,166
|
|
Inventory
|
|
|
2,171
|
|
|
|
2,612
|
|
Deferred income tax asset
|
|
|
0
|
|
|
|
624
|
|
Current assets held for sale
|
|
|
0
|
|
|
|
2,461
|
|
Prepaid expense and other assets
|
|
|
2,784
|
|
|
|
2,768
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
23,492
|
|
|
|
17,892
|
|
|
|
|
Property, plant and equipment, at cost
|
|
|
31,669
|
|
|
|
33,914
|
|
Less accumulated depreciation
|
|
|
20,986
|
|
|
|
20,920
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment - net
|
|
|
10,683
|
|
|
|
12,994
|
|
|
|
|
Noncurrent Assets:
|
|
|
|
|
|
|
|
|
Intangible assets - net
|
|
|
2,589
|
|
|
|
2,695
|
|
Goodwill
|
|
|
461
|
|
|
|
461
|
|
Deferred income tax asset
|
|
|
0
|
|
|
|
1,698
|
|
Noncurrent assets held for sale
|
|
|
0
|
|
|
|
7,633
|
|
Other noncurrent assets
|
|
|
908
|
|
|
|
732
|
|
|
|
|
|
|
|
|
|
|
Total noncurrent assets
|
|
|
3,958
|
|
|
|
13,219
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
38,133
|
|
|
$
|
44,105
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,851
|
|
|
$
|
3,391
|
|
Current maturities of long-term debt
|
|
|
503
|
|
|
|
7,473
|
|
Accrued payroll and related taxes
|
|
|
2,398
|
|
|
|
2,872
|
|
Due to third party payors
|
|
|
630
|
|
|
|
1,883
|
|
Current liabilities held for sale
|
|
|
0
|
|
|
|
2,745
|
|
Other accrued expenses
|
|
|
1,258
|
|
|
|
1,687
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
6,640
|
|
|
|
20,051
|
|
Long-Term Liabilities
|
|
|
|
|
|
|
|
|
Long-term debt, net of debt issuance costs
|
|
|
6,327
|
|
|
|
2,979
|
|
Noncurrent liability for professional liability risks
|
|
|
879
|
|
|
|
1,161
|
|
Other noncurrent liabilities
|
|
|
283
|
|
|
|
425
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
|
7,489
|
|
|
|
4,565
|
|
|
|
|
Commitment and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity
|
|
|
|
|
|
|
|
|
Preferred Shares, authorized and unissued, 2,000 shares
|
|
|
0
|
|
|
|
0
|
|
Common Shares, without par value:
|
|
|
|
|
|
|
|
|
Issued and outstanding, 9,163 shares at March 31, 2017 and 9,444 at June 30,
2016
|
|
|
4,581
|
|
|
|
4,722
|
|
Additional
paid-in
capital
|
|
|
13,099
|
|
|
|
13,539
|
|
Retained earnings
|
|
|
6,744
|
|
|
|
1,648
|
|
Accumulated other comprehensive loss
|
|
|
(420
|
)
|
|
|
(420
|
)
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity
|
|
|
24,004
|
|
|
|
19,489
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
|
$
|
38,133
|
|
|
$
|
44,105
|
|
|
|
|
|
|
|
|
|
|
2
SUNLINK HEALTH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE EARNINGS (LOSS)
(In thousands, except per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Operating revenues (net of contractual allowances)
|
|
$
|
13,883
|
|
|
$
|
16,418
|
|
|
$
|
41,321
|
|
|
$
|
50,834
|
|
Less provision for bad debts of Healthcare Facilities Segment
|
|
|
184
|
|
|
|
213
|
|
|
|
321
|
|
|
|
1,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
13,699
|
|
|
|
16,205
|
|
|
|
41,000
|
|
|
|
49,373
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
|
5,523
|
|
|
|
5,614
|
|
|
|
15,592
|
|
|
|
15,582
|
|
Salaries, wages and benefits
|
|
|
5,872
|
|
|
|
7,675
|
|
|
|
17,476
|
|
|
|
23,918
|
|
Provision for bad debts of Specialty Pharmacy Segment
|
|
|
126
|
|
|
|
69
|
|
|
|
342
|
|
|
|
429
|
|
Supplies
|
|
|
455
|
|
|
|
647
|
|
|
|
1,373
|
|
|
|
2,486
|
|
Purchased services
|
|
|
692
|
|
|
|
761
|
|
|
|
2,113
|
|
|
|
2,510
|
|
Other operating expenses
|
|
|
1,194
|
|
|
|
1,958
|
|
|
|
4,015
|
|
|
|
6,125
|
|
Rent and lease expense
|
|
|
142
|
|
|
|
191
|
|
|
|
409
|
|
|
|
582
|
|
Depreciation and amortization
|
|
|
466
|
|
|
|
477
|
|
|
|
1,376
|
|
|
|
1,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
|
(771
|
)
|
|
|
(1,187
|
)
|
|
|
(1,696
|
)
|
|
|
(3,615
|
)
|
Other Income, (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of assets
|
|
|
2
|
|
|
|
5
|
|
|
|
3,019
|
|
|
|
12
|
|
Loss on extinguishment of debt - net
|
|
|
0
|
|
|
|
0
|
|
|
|
(243
|
)
|
|
|
0
|
|
Interest expense - net
|
|
|
(129
|
)
|
|
|
(211
|
)
|
|
|
(507
|
)
|
|
|
(637
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from Continuing Operations before income taxes
|
|
|
(898
|
)
|
|
|
(1,393
|
)
|
|
|
573
|
|
|
|
(4,240
|
)
|
Income Tax Expense (Benefit)
|
|
|
(8
|
)
|
|
|
(1
|
)
|
|
|
(236
|
)
|
|
|
6,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from Continuing Operations
|
|
|
(890
|
)
|
|
|
(1,392
|
)
|
|
|
809
|
|
|
|
(11,091
|
)
|
Earnings (Loss) from Discontinued Operations, net of tax
|
|
|
(135
|
)
|
|
|
(443
|
)
|
|
|
4,287
|
|
|
|
(1,758
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings (Loss)
|
|
|
(1,025
|
)
|
|
|
(1,835
|
)
|
|
|
5,096
|
|
|
|
(12,849
|
)
|
Other comprehensive income
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Earnings (Loss)
|
|
$
|
(1,025
|
)
|
|
$
|
(1,835
|
)
|
|
$
|
5,096
|
|
|
$
|
(12,849
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.10
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.09
|
|
|
$
|
(1.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.10
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.09
|
|
|
$
|
(1.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.01
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.46
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
0.45
|
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.11
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
0.54
|
|
|
$
|
(1.36
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.11
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
0.54
|
|
|
$
|
(1.36
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
9,334
|
|
|
|
9,443
|
|
|
|
9,408
|
|
|
|
9,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
9,334
|
|
|
|
9,443
|
|
|
|
9,429
|
|
|
|
9,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial statements.
3
SUNLINK HEALTH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
Net Cash Used in Operating Activities
|
|
$
|
(4,999
|
)
|
|
$
|
(291
|
)
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of Chestatee
|
|
|
14,620
|
|
|
|
0
|
|
Proceeds from sale of medical office building and other assets
|
|
|
4,942
|
|
|
|
0
|
|
Expenditures for property, plant and equipment - continuing operations
|
|
|
(1,097
|
)
|
|
|
(1,127
|
)
|
Expenditures for property, plant and equipment - discontinued operations
|
|
|
0
|
|
|
|
(66
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by (Used in) Investing Activities
|
|
|
18,465
|
|
|
|
(1,193
|
)
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Payments on long-term debt - continuing operation
|
|
|
(3,850
|
)
|
|
|
(601
|
)
|
Repurchase of common shares
|
|
|
(640
|
)
|
|
|
0
|
|
Deposit of restricted cash
|
|
|
(1,000
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Financing Activities
|
|
|
(5,490
|
)
|
|
|
(601
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in Cash and Cash Equivalents
|
|
|
7,976
|
|
|
|
(2,085
|
)
|
|
|
|
Cash and Cash Equivalents Beginning of Period
|
|
|
3,261
|
|
|
|
5,974
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents End of Period
|
|
$
|
11,237
|
|
|
$
|
3,889
|
|
|
|
|
|
|
|
|
|
|
Supplement Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
Cash Paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
458
|
|
|
$
|
579
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
141
|
|
|
$
|
78
|
|
|
|
|
|
|
|
|
|
|
4
SUNLINK HEALTH SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED MARCH 31, 2017
(all dollar amounts in thousands except per share amounts)
(unaudited)
Note 1. Basis of
Presentation
The accompanying unaudited Condensed Consolidated Financial Statements as of March 31, 2017 and for the three and
nine month periods ended March 31, 2017 and 2016 have been prepared in accordance with Rule
10-01
of Regulation
S-X
of the Securities and Exchange Commission
(SEC) and, as such, do not include all information required by accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated June 30, 2016 balance sheet included in this
interim filing has been derived from the audited financial statements at that date but does not include all of the information and related notes required by GAAP for complete financial statements. These Condensed Consolidated Financial Statements
should be read in conjunction with the audited consolidated financial statements included in the SunLink Health Systems, Inc. (SunLink, we, our, ours, us or the Company) Annual
Report on Form
10-K
for the fiscal year ended June 30, 2016, filed with the SEC on September 30, 2016. In the opinion of management, the Condensed Consolidated Financial Statements, which are
unaudited, include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for the periods indicated. The results of operations for the three and nine month
periods ended March 31, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.
Note 2. Business Operations
Business
Operations
SunLink owns businesses which are providers of healthcare services in certain
non-urban
markets in the United States. SunLinks business is composed of the ownership of two business segments:
|
|
The Healthcare Facilities Segments, which is composed of:
|
|
|
|
A subsidiary which owns and operates an
84-licensed-bed,
acute care hospital, located in Houston, Mississippi, which includes an
18-bed
geriatric psychiatry unit (GPU) and a
66-bed
nursing home.
|
|
|
|
A subsidiary which owns and operates a
100-bed
nursing home located in Ellijay, Georgia. This subsidiary also owns a hospital building and leases a portion of that building
to an unaffiliated healthcare provider.
|
|
|
|
A subsidiary which owns a medical office building and approximately two acres of unimproved land in Dahlonega, Georgia and a subsidiary which owns approximately 12 acres of unimproved land in Fulton, Missouri.
|
|
|
|
A subsidiary which owns a closed hospital building and a medical office building in Clanton, Alabama, a portion of which is currently rented to an unaffiliated healthcare provider.
|
|
|
The Specialty Pharmacy Segment, which is composed of four operational areas:
|
|
|
|
Pharmacy products and services which are conducted in rural markets at three locations in Louisiana;
|
|
|
|
Institutional pharmacy services consisting of the provision of specialty and
non-specialty
pharmaceutical and biological products to institutional clients or to patients in
institutional settings, such as nursing homes, specialty hospitals, hospice, and correctional facilities;
|
|
|
|
Specialty pharmacy services; and
|
|
|
|
Durable medical equipment consisting primarily of products for nursing homes and patient-administered home care.
|
SunLink subsidiaries have conducted the healthcare facilities business since 2001 and the specialty pharmacy operations since 2008. Our
Specialty Pharmacy Segment currently is operated through Carmichaels Cashway Pharmacy, Inc. (Carmichael), a subsidiary of our SunLink ScriptsRx, LLC subsidiary.
5
The business strategy of SunLink is to focus its efforts on improving internal operations of the
existing pharmacy business and healthcare facilities subsidiaries and on the sale or disposition of its subsidiaries underperforming assets. The Company considers the disposition of business segments, facilities and operations based on a
variety of factors in addition to under-performance, including asset values, return on investments and competition from existing and potential competitors, capital improvement needs, the prevailing reimbursement environment under various Federal and
state programs (e.g., Medicare and Medicaid) and by private payors, corporate strategy and other corporate objectives. The Company also is considering potential upgrades and improvements to certain of its healthcare facilities. The Company believes
certain facilities in its Healthcare Facilities Segment as well as its Speciality Pharmacy Segment continue to under-perform, and the Company has engaged advisors to assist it in evaluating the possible sale of its specialty pharmacy business lines.
The Company has used cash proceeds from recent dispositions of assets to pay off certain liabilities and to repurchase common shares in a tender offer completed in February 2017. The Company may use a portion of its existing cash, as well as any net
proceeds from future dispositions, if any, to prepay debt, return capital to shareholders including through potential public or private purchases of share, make improvements to existing facilities, and for other general corporate purposes. There can
be no assurance that any further dispositions, if any, will be authorized by the Companys Board of Directors or, if authorized, that any such transactions will be completed or, if completed, will result in net cash proceeds to the Company on a
before or after tax basis.
Throughout these notes to the consolidated financial statements, SunLink Health Systems, Inc., and its
consolidated subsidiaries are referred to on a collective basis as SunLink, we, our, ours, us or the Company. This drafting style is not meant to indicate that SunLink Health
Systems, Inc. or any particular subsidiary of SunLink Health Systems, Inc. owns or operates any asset, business, or property. The Trace Hospital, pharmacy operations and businesses described in this filing are owned and operated by distinct and
indirect subsidiaries of SunLink Health System, Inc.
Note 3. Discontinued Operations
All of the businesses discussed in the note below are reported as discontinued operations and the condensed consolidated financial statements
for all prior periods have been adjusted to reflect this presentation.
6
Results for all of the businesses included in discontinued operations are presented in the
following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Net Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chestatee Hospital
|
|
$
|
|
|
|
$
|
3,771
|
|
|
$
|
2,369
|
|
|
$
|
11,357
|
|
Other Sold Hospitals
|
|
|
(68
|
)
|
|
|
17
|
|
|
|
(288
|
)
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(68
|
)
|
|
$
|
3,788
|
|
|
$
|
2,081
|
|
|
$
|
11,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chestatee Hospital
|
|
$
|
(104
|
)
|
|
$
|
(322
|
)
|
|
$
|
83
|
|
|
$
|
(1,432
|
)
|
Other Sold Hospitals
|
|
|
(69
|
)
|
|
|
(85
|
)
|
|
|
(304
|
)
|
|
|
(219
|
)
|
Life sciences and engineering
|
|
|
(37
|
)
|
|
|
(36
|
)
|
|
|
(112
|
)
|
|
|
(107
|
)
|
Gain on sale of Chestatee Hospital
|
|
|
0
|
|
|
|
0
|
|
|
|
7,270
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) before income taxes
|
|
|
(210
|
)
|
|
|
(443
|
)
|
|
|
6,937
|
|
|
|
(1,758
|
)
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
(75
|
)
|
|
|
0
|
|
|
|
2,650
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) from discontinued operations
|
|
$
|
(135
|
)
|
|
$
|
(443
|
)
|
|
$
|
4,287
|
|
|
$
|
(1,758
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chestatee Hospital
On August 19, 2016, Southern Health Corporation of Dahlonega, Inc.,
(Chestatee), a wholly owned subsidiary of the Company, sold substantially all of the assets and certain liabilities of Chestatee Regional Hospital in Dahlonega, Georgia through an asset purchase agreement for $15,000 subject to
adjustment for the book value of certain assets and certain liabilities assumed at the sale date. The
pre-tax
gain on sale of $7,270 is subject to adjustment for various purchase price adjustments. Chestatee
retained certain liabilities, including for employee related liabilities and certain Medicare and Medicaid liabilities, relating to the period it owned and operated the hospital. A portion of the net proceeds were used for the repayment of debt. The
assets sold and liabilities assumed are shown as assets held for sale in our consolidated balances as of June 30, 2016.
Other
Sold Hospitals
Subsidiaries of the Company have sold substantially all of the assets of three hospitals (Other Sold Hospitals) during the period July 2, 2012 to December 31, 2014. The loss before income taxes of
the Other Sold Hospitals results primarily from negative prior year Medicare and Medicaid cost report settlements.
Life Sciences
and Engineering Segment
SunLink retained a defined benefit retirement plan which covered substantially all of the employees of this segment when the segment was sold in fiscal 1998. Effective February 28, 1997, the plan was
amended to freeze participant benefits and close the plan to new participants. Pension expense and related tax benefit or expense is reflected in the results of operations for this segment for the three and nine months ended March 31, 2017 and
2016.
The components of pension expense for the three and nine months ended March 31, 2017 and 2016, respectively, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Interest Cost
|
|
$
|
13
|
|
|
$
|
16
|
|
|
$
|
39
|
|
|
$
|
48
|
|
Expected return on assets
|
|
|
(8
|
)
|
|
|
(8
|
)
|
|
|
(24
|
)
|
|
|
(24
|
)
|
Amortization of prior service cost
|
|
|
32
|
|
|
|
28
|
|
|
|
97
|
|
|
|
83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net pension expense
|
|
$
|
37
|
|
|
$
|
36
|
|
|
$
|
112
|
|
|
$
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
SunLink contributed $105 to the plan in the nine months ended March 31, 2017 and expects to
contribute an additional $35 during the last quarter of the fiscal year ending June 30, 2017.
Note 4. Restricted Cash
Under an Fourth Amendment to the Trace RDA Loan (see Note 8. Long-Term Debt) a deposit of $1,000 into an interest bearing blocked account was
made with the lender and certain financial covenants were modified. The deposit, which was made on January 13, 2017, will remain in the blocked account until compliance is achieved with respect to financial covenants in effect prior to the
Amendment or until November 15, 2017, when the modified financial covenants will revert back to the
pre-modification
amounts. At March 31, 2017, Trace was in compliance with the modified covenants
but not with the prior covenants.
Note 5. Shareholders Equity
Common Share Purchase Tender Offer
SunLink purchased 280,800 of its common shares at a price of $1.50 per share as a result of a
tender offer (the Offer) which expired February 24, 2017. The aggregate purchase price of the common shares, including expenses of the Offer was $640. The Offer was subject to a number of terms and conditions described in the Offer
to Purchase distributed to shareholders.
Charter Amendments to Protect Net Operating Losses
On November 7, 2016,
SunLinks shareholders approved amendments to the Companys article of incorporation to restrict certain transfers of common shares in order to protect future use of the Companys federal and state income tax net operating losses. The
amendments generally void transfers of shares that would result in the creation of a new 4.9% shareholder or result in an existing 4.9% shareholder acquiring additional shares. The purpose of the amendments is to assist the Company in protecting the
value of its accumulated NOLs by limiting transfers of the Companys common shares that could ultimately result in an ownership change under Section 382 of the Internal Revenue Code. The amendments to the Companys
articles of incorporation are designed to work in tandem with the Tax Benefits Preservation Rights Plan adopted by the companys board of directors in September 2016.
Tax Benefits Protection Rights Plan
On September 29, 2016, SunLink entered into a Tax Benefits Preservation Rights Plan (the
Tax Benefits Protection Rights Plan). Effective September 29, 2016, the Board declared a dividend in the form of one preferred stock purchase right for each of the Companys issued and outstanding common shares. The purpose of
the Tax Benefits Protection Rights Plan is to diminish the risk that the Companys ability to use its net operating losses and certain other tax assets to reduce potential future federal income tax obligations would become subject to
limitations by reason of the Company experiencing an ownership change, as defined in Section 382 of the Code.
Stock-Based
Compensation
For the three months ended March 31, 2017 and 2016, the Company recognized $5 and $10, respectively, in stock
based compensation for options issued to employees and directors of the Company. For the nine months ended March 31, 2017 and 2016, the Company recognized $59 and $49, respectively, in stock based compensation for options issued to employees
and directors of the Company. The fair value of the share options granted was estimated using the Black-Scholes option pricing model. There were 72,000 and 30,000 share options granted under the 2011 Director Stock Option Plan during the nine months
ended March 31, 2017 and 2016, respectively. There were 45,000 share options granted under the 2005 Equity Incentive Plan during the nine months ended March 31, 2016.
Note 6. Revenue Recognition and Accounts Receivables
The Companys subsidiaries recognize revenues in the period in which services are provided. Accounts receivable primarily consist of
amounts due from third-party payors and patients. The Companys subsidiaries ability to collect outstanding receivables is critical to their results of operations and cash flows. Amounts the Companys subsidiaries receive for
treatment of patients covered by governmental programs such as Medicare and Medicaid and other third-party payors such as health maintenance organizations (HMOs), preferred provider organizations (PPOs) and other private
insurers are generally less than the Companys subsidiaries established billing rates. Additionally, to provide for accounts receivable that could become uncollectible in the future an allowance for doubtful accounts is established to
reduce the carrying value of such receivables to their estimated net realizable value. Accordingly, the revenues and accounts receivable reported in the accompanying unaudited condensed consolidated financial statements are recorded at the net
amount expected to be received.
8
Revenues by payor were as follows for the three and nine months ended March 31, 2017 and
2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Healthcare Facilities Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medicare
|
|
$
|
2,079
|
|
|
$
|
3,199
|
|
|
$
|
6,447
|
|
|
$
|
9,202
|
|
Medicaid
|
|
|
2,285
|
|
|
|
3,006
|
|
|
|
7,185
|
|
|
|
9,235
|
|
Self-pay
|
|
|
86
|
|
|
|
107
|
|
|
|
356
|
|
|
|
1,231
|
|
Managed Care & Other Insurance
|
|
|
871
|
|
|
|
1,411
|
|
|
|
2,248
|
|
|
|
5,840
|
|
Other
|
|
|
92
|
|
|
|
35
|
|
|
|
374
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before provision for doubtful accounts
|
|
|
5,413
|
|
|
|
7,758
|
|
|
|
16,610
|
|
|
|
25,610
|
|
Provision for doubtful accounts
|
|
|
(184
|
)
|
|
|
(213
|
)
|
|
|
(321
|
)
|
|
|
(1,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare Facilities Segment Net Revenues
|
|
|
5,229
|
|
|
|
7,545
|
|
|
|
16,289
|
|
|
|
24,149
|
|
Pharmacy Segment Net Revenues
|
|
|
8,198
|
|
|
|
8,509
|
|
|
|
23,946
|
|
|
|
24,644
|
|
Other Revenues
|
|
|
272
|
|
|
|
151
|
|
|
|
765
|
|
|
|
580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Revenues
|
|
$
|
13,699
|
|
|
$
|
16,205
|
|
|
$
|
41,000
|
|
|
$
|
49,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net revenues of the Healthcare Facilities Segments included increases of $38 and $385 resulting from prior years
Medicare cost report settlements for the three and nine months ended March 31, 2017 and increases (reductions) of $140 and ($662) resulting from prior years Medicare cost report settlements for the three and nine months ended
March 31, 2016. The net revenues of the Pharmacy Segment are presented net of contractual adjustments. The provision for bad debts of the Pharmacy Segment is presented as a component of operating expenses in the Condensed Consolidated
Statements of Operations and Comprehensive Loss.
Summary information for accounts receivable is as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Accounts receivable (net of contractual allowances)
|
|
$
|
7,010
|
|
|
$
|
7,157
|
|
Less allowance for doubtful accounts
|
|
|
(710
|
)
|
|
|
(991
|
)
|
|
|
|
|
|
|
|
|
|
Patient accounts receivable - net
|
|
$
|
6,300
|
|
|
$
|
6,166
|
|
|
|
|
|
|
|
|
|
|
9
The following is a summary of the activity in the allowance for doubtful accounts for the
Healthcare Facilities Segment and the Pharmacy Segment for the three and nine months ended March 31, 2017 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2017
|
|
Healthcare
|
|
|
|
|
|
|
|
|
|
Facilities
|
|
|
Pharmacy
|
|
|
Total
|
|
Balance at January 1, 2017
|
|
$
|
332
|
|
|
$
|
400
|
|
|
$
|
732
|
|
Additions recognized as a reduction to revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
|
184
|
|
|
|
126
|
|
|
|
310
|
|
Discontinued Operations
|
|
|
(14
|
)
|
|
|
|
|
|
|
(14
|
)
|
Accounts written off, net of recoveries
|
|
|
(180
|
)
|
|
|
(138
|
)
|
|
|
(318
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2017
|
|
$
|
322
|
|
|
$
|
388
|
|
|
$
|
710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NIne Months Ended March 31, 2017
|
|
Healthcare
|
|
|
|
|
|
|
|
|
|
Facilities
|
|
|
Pharmacy
|
|
|
Total
|
|
Balance at July 1, 2016
|
|
$
|
624
|
|
|
$
|
367
|
|
|
$
|
991
|
|
Additions recognized as a reduction to revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
|
321
|
|
|
|
342
|
|
|
|
663
|
|
Discontinued Operations
|
|
|
378
|
|
|
|
|
|
|
|
378
|
|
Accounts written off, net of recoveries
|
|
|
(1,001
|
)
|
|
|
(321
|
)
|
|
|
(1,322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2017
|
|
$
|
322
|
|
|
$
|
388
|
|
|
$
|
710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2016
|
|
Healthcare
|
|
|
|
|
|
|
|
|
|
Facilities
|
|
|
Pharmacy
|
|
|
Total
|
|
Balance at January 1, 2016
|
|
$
|
4,055
|
|
|
$
|
432
|
|
|
$
|
4,487
|
|
Additions recognized as a reduction to revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
|
213
|
|
|
|
69
|
|
|
|
282
|
|
Discontinued Operations
|
|
|
530
|
|
|
|
|
|
|
|
530
|
|
Accounts written off, net of recoveries
|
|
|
(1,698
|
)
|
|
|
(146
|
)
|
|
|
(1,844
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2016
|
|
$
|
3,100
|
|
|
$
|
355
|
|
|
$
|
3,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31, 2016
|
|
Healthcare
|
|
|
|
|
|
|
|
|
|
Facilities
|
|
|
Pharmacy
|
|
|
Total
|
|
Balance at July 1, 2015
|
|
$
|
4,962
|
|
|
$
|
385
|
|
|
$
|
5,347
|
|
Additions recognized as a reduction to revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing Operations
|
|
|
1,461
|
|
|
|
429
|
|
|
|
1,890
|
|
Discontinued Operations
|
|
|
2,116
|
|
|
|
|
|
|
|
2,116
|
|
Accounts written off, net of recoveries
|
|
|
(5,439
|
)
|
|
|
(459
|
)
|
|
|
(5,898
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2016
|
|
$
|
3,100
|
|
|
$
|
355
|
|
|
$
|
3,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
Note 7. - Goodwill and Intangible Assets
SunLinks goodwill and intangible assets are composed of:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Pharmacy Segment Goodwill
|
|
$
|
461
|
|
|
$
|
461
|
|
|
|
|
|
|
|
|
|
|
Intangibles consist of the following, net of amortization:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Pharmacy Segment Intangibles
|
|
|
|
|
|
|
|
|
Trade Name
(non-amortizing)
|
|
|
2,000
|
|
|
|
2,000
|
|
Customer Relationships
|
|
|
1,089
|
|
|
|
1,089
|
|
Medicare License
|
|
|
769
|
|
|
|
769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,858
|
|
|
|
3,858
|
|
Accumulated Amortization
|
|
|
(1,269
|
)
|
|
|
(1,163
|
)
|
|
|
|
|
|
|
|
|
|
Net Intangibles
|
|
$
|
2,589
|
|
|
$
|
2,695
|
|
|
|
|
|
|
|
|
|
|
Amortization expense was $35 and $35 for the three months ended March 31, 2017 and 2016, respectively.
Amortization expense was $106 and $106 for the nine months ended March 31, 2017 and 2016, respectively.
Note 8. Long-Term Debt
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2017
|
|
|
2016
|
|
Trace RDA Loan
|
|
$
|
7,321
|
|
|
$
|
7,698
|
|
SHPP RDA Loan
|
|
|
0
|
|
|
|
1,950
|
|
Carmichael Notes
|
|
|
0
|
|
|
|
1,508
|
|
Capital lease obligations and other
|
|
|
17
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
7,338
|
|
|
|
11,188
|
|
Less unamortized debt issuance costs
|
|
|
(508
|
)
|
|
|
(736
|
)
|
Less current maturities
|
|
|
(503
|
)
|
|
|
(7,473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,327
|
|
|
$
|
2,979
|
|
|
|
|
|
|
|
|
|
|
Trace RDA Loan and Trace Working Capital Loan
On July 11, 2012, Southern Health
Corporation of Houston, Inc. (Trace) a wholly owned subsidiary of the Company, closed on a $9,975 Mortgage Loan Agreement (Trace RDA Loan) and a Working Capital Loan Agreement (which expired on July 2, 2016) with a bank,
both dated as of July 5, 2012.
The Trace RDA Loan has a term of 15 years with monthly payments of principal and interest until
repaid. The Trace RDA Loan bears a floating rate of interest equal to the greater of (i) the prime rate (as published in The Wall Street Journal) plus 1.5%, or (ii) 6% (6.0% at March 31, 2017). The Trace RDA Loan is collateralized by
real estate and equipment of Trace in Houston, MS and is partially guaranteed under the U.S. Department of Agriculture, Rural Development Business and Industry Program.
The Trace RDA Loan contains various terms and conditions, including financial restrictions and limitations, and affirmative and negative
covenants. The covenants include financial covenants measured on a quarterly basis which require Trace to comply with a ratio of current assets to current liabilities, debt service coverage, fixed charge ratio, and funded debt to EBITDA, all as
defined in the Trace RDA Loan. At September 30, 2016 and June 30, 2016, Trace was not in compliance with the debt service coverage, fixed charge ratio and funded debt to EBITDA ratios.
11
The Company received a waiver of these
non-compliances
from the lender for both measurement dates and the Trace RDA Loan was amended by the Fourth
Amendment to Loan Agreement and Waiver dated January 6, 2017. Under the Fourth Amendment, the debt service coverage, the fixed charge coverage and funded debt to EBITDA ratios were amended for periods ended December 31, 2016,
March 31, 2017 and June 30, 2017 and an additional covenant was entered into requiring the deposit of $1,000 into a blocked interest bearing account with the lender. The deposit, which was made on January 13, 2017, will remain in the
blocked account until Trace achieves compliance with financial covenants in effect prior to the Amendment or November 15, 2017, when the modified financial covenants will revert back to the
pre-modification
amounts. At March 31, 2017, Trace was in compliance with the modified covenants but not with the prior covenants. Indebtedness of $7,698 as of June 30, 2016 is presented in current
liabilities in the condensed consolidated balance sheet as a result of the financial covenant
non-compliance
at that date. The ability of Trace to continue to make the required debt service payments under the
Trace RDA Loan depends on, among other things, its ability to generate sufficient cash flows, including from operating activities. If Trace is unable to generate sufficient cash flow from operations to meet debt service payments on the Trace RDA
Loan, including in the event the lender were to declare an event of default and accelerate the maturity of the indebtedness, such failure could have material adverse effects on the Company. The Trace RDA Loan is guaranteed by the Company
and one subsidiary.
SHPP RDA Loan
On November 6, 2012, SunLink Healthcare Professional Property, LLC,
(SHPP) a subsidiary of the Company, entered into and closed on a $2,100 term loan dated as of October 31, 2012 (the SHPP RDA Loan) with a bank. On December 16, 2016, SHPP repaid the remaining $1,933 outstanding
principal balance of this loan when it sold the collateral for the SHPP RDA Loan, a medical office building located in Ellijay, Georgia. An early repayment penalty of $97 was paid at that date as required by loan terms and $192 of unamortized
prepaid loan costs were expensed as of the sale date, both of which were reported as a loss on early repayment of debt of $289 for the nine months ended March 31, 2017.
Carmichael Notes
On April 22, 2008, SunLink Scripts Rx, LLC issued a $3,000 promissory note with an interest rate of
8% to the former owners of Carmichael as part of the acquisition purchase price (the Carmichael Notes). The Carmichael Notes, as amended, were payable in semi-annual installments of $185 of principal and plus accrued interest, with the
remaining balance of $1,255 due October 22, 2017. Under an agreement dated September 9, 2016, between the Company and the Note holders, the Carmichael Notes balance of $1,508 was paid in full on September 9, 2016 and the accrued
interest payable to that date of $46 was forgiven. A gain on retirement of debt of $46 for the nine months ended March 31, 2017 was reported for the accrued interest forgiveness.
ASU
2016-3,
Simplifying the Presentation of Debt Issuance
Costs
In April 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) 2016-3,
Simplifying
the Presentation of Debt Issuance Costs (ASU
2016-3). ASU
2016-3
requires debt issuance costs related to a recognized debt liability to be
presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than separately as an asset. The Company adopted the provisions of ASU
2016-3
on July 1, 2016 and retrospectively for all periods presented. The adoption of ASU
2016-3
had no impact on the Companys results of operations or cash flows.
12
The following is a summary of the line items impact of the adoption of ASU
2016-3
in the Companys June 30, 2016 accompanying condensed consolidated balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
|
|
|
Adjustments
|
|
|
As
|
|
|
|
Originally
|
|
|
for the Adoption
|
|
|
Currently
|
|
|
|
Reported
|
|
|
of ASU
2015-3
|
|
|
Reported
|
|
Prepaid expense and other current assets
|
|
$
|
2,777
|
|
|
$
|
(9
|
)
|
|
$
|
2,768
|
|
Total current assets
|
|
$
|
17,901
|
|
|
$
|
(9
|
)
|
|
$
|
17,892
|
|
Other noncurrent assets
|
|
$
|
1,459
|
|
|
$
|
(727
|
)
|
|
$
|
732
|
|
Total noncurrent assets
|
|
$
|
13,946
|
|
|
$
|
(727
|
)
|
|
$
|
13,219
|
|
Total Assets
|
|
$
|
44,841
|
|
|
$
|
(736
|
)
|
|
$
|
44,105
|
|
Current maturities of long-term debt
|
|
$
|
8,012
|
|
|
$
|
(539
|
)
|
|
$
|
7,473
|
|
Total current liabilities
|
|
$
|
20,590
|
|
|
$
|
(539
|
)
|
|
$
|
20,051
|
|
Long-term debt
|
|
$
|
3,176
|
|
|
$
|
(197
|
)
|
|
$
|
2,979
|
|
Total long-term liabilities
|
|
$
|
4,762
|
|
|
$
|
(197
|
)
|
|
$
|
4,565
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
44,841
|
|
|
$
|
(736
|
)
|
|
$
|
44,105
|
|
Note 9. Income Taxes
Income tax benefit of $8 ($32 federal tax benefit and $24 state tax expense) and income tax benefit of $1 ($0 federal tax expense and $1 state
tax benefit) was recorded for continuing operations for the three months ended March 31, 2017 and 2016, respectively. Income tax benefit of $236 ($221 federal tax benefit and $15 state tax benefit) and income tax expense of $6,851 ($6,210
federal tax expense and $641 state tax expense) was recorded for continuing operations for the nine months ended March 31, 2017 and 2016, respectively.
In accordance with the Financial Accounting Standards Board Accounting Standards Codification (ASC) 740, we evaluate our deferred
taxes quarterly to determine if adjustments to our valuation allowance are required based on the consideration of available positive and negative evidence using a more likely than not standard with respect to whether deferred tax assets
will be realized. Our evaluation considers, among other factors, our historical operating results, our expectation of future results of operations, the duration of applicable statuary carryforward periods and conditions of the healthcare industry.
The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related temporary differences in the financial basis and the tax basis of the assets become
deductible. The value of our deferred tax assets will depend on applicable income tax rates.
At March 31, 2017, consistent with the
above process, we evaluated the need for a valuation against our deferred tax assets and determined that it was more likely than not that none of our deferred tax assets would be realized. As a result, in accordance with ASC 740, we recognized a
valuation allowance of $10,206 against the deferred tax asset so that there is no net long-term deferred income tax asset or liability at March 31, 2017. We conducted our evaluation by considering available positive and negative evidence to
determine our ability to realize our deferred tax assets. In our evaluation, we gave more significant weight to evidence that was objective in nature as compared to subjective evidence. Also, more significant weight was given to evidence that
directly related to our current financial performance as compared to less current evidence and future plans.
The principal negative
evidence that led us to determine at March 31, 2017 that all the deferred tax assets should have full valuation allowances was the three-year cumulative
pre-tax
loss from continuing operations as well as
the underlying negative business conditions for rural healthcare businesses in which our Healthcare Facilities Segment businesses operate.
For Federal income tax purposes, at March 31, 2017, the Company had approximately $11,100 of estimated net operating loss carry-forwards
available for use in future years subject to the limitations of the provisions of Internal Revenue Code Section 382. The net operating loss carryforwards expire in 2024.
Note 10. Commitments and Contingencies
Sale of Hospital Facilities
The Company has sold four hospital facilities since June 30, 2012 and in connection with
the sales has retained certain assets and liabilities. See Note 3 Discontinued Operations.
13
Contractual Obligations, Commitments and Contingencies
Contractual obligations, commitments and contingencies related to outstanding debt,
non-cancelable
operating leases and interest on outstanding debt from continuing operations at March 31, 2017 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on
|
|
Payments
|
|
Long-Term
|
|
|
Operating
|
|
|
Outstanding
|
|
due in:
|
|
Debt
|
|
|
Leases
|
|
|
Debt
|
|
1 year
|
|
$
|
503
|
|
|
$
|
545
|
|
|
$
|
396
|
|
2 years
|
|
|
561
|
|
|
|
402
|
|
|
|
400
|
|
3 years
|
|
|
596
|
|
|
|
336
|
|
|
|
366
|
|
4 years
|
|
|
634
|
|
|
|
243
|
|
|
|
328
|
|
5+ years
|
|
|
5,044
|
|
|
|
59
|
|
|
|
803
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,338
|
|
|
$
|
1,585
|
|
|
$
|
2,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 11. - Related Party Transactions
A director of the Company and the Companys former corporate secretary are members of two different law firms, each of which provides
services to SunLink. The Company has expensed an aggregate of $109 and $71 for legal services to these law firms in the three months ended March 31, 2017 and 2016, respectively. The Company has expensed an aggregate of $481 and $204 for legal
services to these law firms in the nine months ended March 31, 2017 and 2016, respectively. Included in the Companys condensed consolidated balance sheets at March 31, 2017 and June 30, 2016 is $21 and $75, respectively, of
amounts payable to these law firms.
Note 12. - Financial Information by Segment
Under ASC Topic No. 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision-making group is composed of
SunLinks chief executive officer and other members of SunLinks senior management. Our two reportable operating segments are Healthcare Facilities and Pharmacy.
We evaluate performance of our operating segments based on revenue and operating profit (loss). At the beginning of the current fiscal year,
the Company modified the approach to certain assets, and expense allocations to calculate segment assets, operating profit and depreciation and amortization. All prior year amounts have been
14
changed to consistently apply the changed allocation method used in the current year. Segment information as of March 31, 2017 and 2016 and for the three and nine months then ended is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
Facilities
|
|
|
Pharmacy
|
|
|
and Other
|
|
|
Total
|
|
As of and for the three months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
5,229
|
|
|
$
|
8,198
|
|
|
$
|
272
|
|
|
$
|
13,699
|
|
Operating loss
|
|
|
(112
|
)
|
|
|
(324
|
)
|
|
|
(335
|
)
|
|
|
(771
|
)
|
Depreciation and amortization
|
|
|
150
|
|
|
|
289
|
|
|
|
27
|
|
|
|
466
|
|
Assets
|
|
|
12,458
|
|
|
|
11,519
|
|
|
|
14,156
|
|
|
|
38,133
|
|
Expenditures for property, plant and equipment
|
|
|
24
|
|
|
|
264
|
|
|
|
1
|
|
|
|
289
|
|
|
|
|
|
|
As of and for the three months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
7,545
|
|
|
$
|
8,509
|
|
|
$
|
151
|
|
|
$
|
16,205
|
|
Operating loss
|
|
|
(638
|
)
|
|
|
|
|
|
|
(549
|
)
|
|
|
(1,187
|
)
|
Depreciation and amortization
|
|
|
186
|
|
|
|
246
|
|
|
|
45
|
|
|
|
477
|
|
Assets
|
|
|
26,288
|
|
|
|
12,135
|
|
|
|
6,496
|
|
|
|
44,919
|
|
Expenditures for property, plant and equipment
|
|
|
8
|
|
|
|
292
|
|
|
|
2
|
|
|
|
302
|
|
|
|
|
|
|
As of and for the nine months ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
16,289
|
|
|
$
|
23,946
|
|
|
$
|
765
|
|
|
$
|
41,000
|
|
Operating profit (loss)
|
|
|
443
|
|
|
|
(511
|
)
|
|
|
(1,628
|
)
|
|
|
(1,696
|
)
|
Depreciation and amortization
|
|
|
497
|
|
|
|
810
|
|
|
|
69
|
|
|
|
1,376
|
|
Assets
|
|
|
12,458
|
|
|
|
11,519
|
|
|
|
14,156
|
|
|
|
38,133
|
|
Expenditures for property, plant and equipment
|
|
|
246
|
|
|
|
739
|
|
|
|
112
|
|
|
|
1,097
|
|
|
|
|
|
|
As of and for the nine months ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues from external customers
|
|
$
|
24,149
|
|
|
$
|
24,644
|
|
|
$
|
580
|
|
|
$
|
49,373
|
|
Operating profit (loss)
|
|
|
(2,134
|
)
|
|
|
216
|
|
|
|
(1,697
|
)
|
|
|
(3,615
|
)
|
Depreciation and amortization
|
|
|
545
|
|
|
|
666
|
|
|
|
145
|
|
|
|
1,356
|
|
Assets
|
|
|
26,288
|
|
|
|
12,135
|
|
|
|
6,496
|
|
|
|
44,919
|
|
Expenditures for property, plant and equipment
|
|
|
93
|
|
|
|
1,031
|
|
|
|
3
|
|
|
|
1,127
|
|
15
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands, except per share and admissions data)
Forward-Looking Statements
This
Quarterly Report and the documents that are incorporated by reference in this Quarterly Report contain certain forward-looking statements within the meaning of the safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and may be identified by the use of words such as may, believe, will,
expect, project, estimate, anticipate, plan or continue. These forward-looking statements are based on current plans and expectations and are subject to a number of risks,
uncertainties and other factors which could significantly affect current plans and expectations and our future financial condition and results. These factors, which could cause actual results, performance and achievements to differ materially from
those anticipated, include, but are not limited to:
General Business Conditions
|
|
|
general economic and business conditions in the U.S., both nationwide and in the states in which we operate;
|
|
|
|
increases in uninsured and/or underinsured patients due to unemployment or other conditions, higher deductibles and
co-insurance,
or other terms of health insurance coverage
resulting in higher bad debt amounts;
|
|
|
|
the competitive nature of the U.S. community hospital, nursing home, and specialty pharmacy businesses;
|
|
|
|
demographic changes in areas where we operate;
|
|
|
|
the availability of cash or borrowings to fund working capital, renovations, replacements, expansions, and capital improvements at existing healthcare and specialty pharmacy facilities and for acquisitions and
replacement of such facilities;
|
|
|
|
changes in accounting principles generally accepted in the U.S.; and
|
|
|
|
fluctuations in the market value of equity securities including SunLink common shares.
|
Operational Factors
|
|
|
ability or inability to operate profitably in one or more segments of the healthcare business;
|
|
|
|
the availability of, and our ability to attract and retain, sufficient qualified staff physicians, management, nurses, pharmacists, and staff personnel for our operations;
|
|
|
|
timeliness and amount of reimbursement payments received under government programs;
|
|
|
|
changes in interest rates under lending agreements and other indebtedness;
|
|
|
|
the ability or inability to refinance existing indebtedness and existing or potential defaults under existing indebtedness;
|
|
|
|
restrictions imposed by existing or future lending agreements or other indebtedness;
|
|
|
|
the cost and availability of insurance coverage including professional liability (e.g., medical malpractice) and general liability insurance;
|
16
|
|
|
the efforts of insurers, healthcare providers, and others to contain healthcare costs;
|
|
|
|
the impact on hospital services of the treatment of patients in lower acuity healthcare settings, whether with drug therapy or in alternative healthcare settings, such as surgery centers or urgent care centers;
|
|
|
|
changes in medical and other technology;
|
|
|
|
risks of changes in estimates of self-insurance claims and reserves;
|
|
|
|
changes in prices of materials and services utilized in our Healthcare Facilities and Specialty Pharmacy Segments;
|
|
|
|
changes in wages as a result of inflation or competition for physician, nursing, pharmacy, management and staff positions;
|
|
|
|
changes in the amount and risk of collectability of accounts receivable, including deductibles and
co-pay
amounts;
|
|
|
|
the functionality of or costs with respect to our information systems for our Healthcare Facilities and Specialty Pharmacy Segments and our corporate office, including both software and hardware;
|
|
|
|
the availability of and competition from alternative drugs or treatments to those provided by our Specialty Pharmacy Segment; and
|
|
|
|
the restrictions, processes, and conditions relating to our Pharmacy Segment imposed by pharmacy benefit providers, drug manufacturers, and distributors.
|
Liabilities, Claims, Obligations and Other Matters
|
|
|
claims under leases, guarantees, disposition agreements, and other obligations relating to discontinued operations, including claims from sold or leased facilities, retained liabilities or retained subsidiaries;
|
|
|
|
potential adverse consequences of known and unknown government investigations;
|
|
|
|
claims for product and environmental liabilities from continuing and discontinued operations;
|
|
|
|
professional, general, and other claims which may be asserted against us; and
|
|
|
|
natural disasters and weather-related events such as earthquakes, hurricanes, flooding, snow, ice and wind damage, and population evacuations affecting areas in which we operate.
|
Regulation and Governmental Activity
|
|
|
existing and proposed governmental budgetary constraints;
|
|
|
|
Federal and state insurance exchanges and their rules on reimbursement terms;
|
|
|
|
the decision by states in which we operate our remaining hospital (Mississippi) and two remaining nursing homes (Georgia and Mississippi) to not expand Medicaid;
|
|
|
|
the regulatory environment for our businesses, including state certificate of need laws and regulations, pharmacy licensing laws and regulations, rules and judicial cases relating thereto;
|
|
|
|
changes in the levels and terms of government (including Medicare, Medicaid and other programs) and private reimbursement for SunLinks healthcare services including the payment arrangements and terms of managed
care agreements; EHR reimbursement and indigent care reimbursements (Medicare Upper Payment Limit UPL and Disproportionate Share Hospital DSH adjustments);
|
17
|
|
|
changes in or failure to comply with Federal, state or local laws and regulations affecting our Healthcare Facilities and Specialty Pharmacy Segments; and
|
|
|
|
the possible enactment of additional Federal healthcare reform laws or reform laws in states where our subsidiaries operate hospital and pharmacy facilities (including Medicaid waivers, bundled payments, accountable
care and similar organizations, competitive bidding and other reforms).
|
Dispositions, Acquisition and Renovation Related
Matters
|
|
|
the ability to dispose of underperforming facilities and business segments;
|
|
|
|
the availability and terms of capital to fund acquisitions, improvements, renovations or replacement facilities; and
|
|
|
|
competition in the market for acquisitions of hospitals, nursing homes, pharmacy facilities, and healthcare businesses.
|
The foregoing are significant factors we think could cause our actual results to differ materially from expected results. However, there could
be additional factors besides those listed herein that also could affect SunLink in an adverse manner.
You should read this Quarterly
Report completely and with the understanding that actual future results may be materially different from what we expect. You are cautioned not to unduly rely on forward-looking statements when evaluating the information presented in this Quarterly
Report or our other disclosures because current plans, anticipated actions, and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on behalf of SunLink.
We have not undertaken any obligation to publicly update or revise any forward-looking statements. All of our forward-looking statements speak
only as of the date of the document in which they are made or, if a date is specified, as of such date. We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our
expectations or any changes in events, conditions, circumstances or information on which the forward-looking statement is based, except as required by applicable law. All subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the foregoing factors and the other risk factors set forth elsewhere in this report and in our Annual Report on Form
10-K.
Business Strategy: Operations, Dispositions and Acquisitions
The business strategy of SunLink is to focus its efforts on improving internal operations of the existing pharmacy business and healthcare
facilities subsidiaries and on the sale or disposition of its subsidiaries underperforming assets. The Company considers the disposition of business segments, facilities and operations based on a variety of factors in addition to
under-performance, including asset values, return on investments and competition from existing and potential competitors, capital improvement needs, the prevailing reimbursement environment under various Federal and state programs (e.g., Medicare
and Medicaid) and by private payors, corporate strategy and other corporate objectives. The Company also is considering potential upgrades and improvements to certain of its healthcare facilities. The Company believes certain facilities in its
Healthcare Facilities Segment as well as its Pharmacy Segment continue to under-perform, and the Company has engaged advisors to assist it in evaluating the possible sale of its specialty pharmacy business. The Company has used cash proceeds from
recent dispositions of assets to pay off certain liabilities and to repurchase common shares in a tender offer completed in February 2017. The Company may use a portion of its existing cash, as well as any net proceeds from future dispositions, if
any, to prepay debt, return capital to shareholders including through potential public or private purchases of share, make improvements to existing facilities, and for other general corporate purposes. There can be no assurance that any further
dispositions, if any, will be authorized by the Companys Board of Directors or, if authorized, that any such transactions will be completed or, if completed, will result in net cash proceeds to the Company on a before or after tax basis.
18
Critical Accounting Estimates
The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts
and related disclosures. We consider an accounting estimate to be critical if:
|
|
|
it requires assumptions to be made that were uncertain at the time the estimate was made; and
|
|
|
|
changes in the estimate or different estimates that could have been made could have a material impact on our consolidated results of operations or financial condition.
|
Our critical accounting estimates are more fully described in our 2016 Annual Report on Form
10-K
and
continue to include the following areas:
|
|
|
Receivables net and provision for doubtful accounts;
|
|
|
|
Revenue recognition / Net Patient Service Revenues;
|
|
|
|
Goodwill, intangible assets and accounting for business combinations;
|
|
|
|
Professional and general liability claims; and
|
|
|
|
Accounting for income taxes
|
Financial Summary
The results of continuing operations shown in the financial summary below are for our two business segments, Healthcare Facilities and
Pharmacy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
% Change
|
|
|
2017
|
|
|
2016
|
|
|
% Change
|
|
Net Revenues - Healthcare Facilities
|
|
$
|
5,229
|
|
|
$
|
7,545
|
|
|
|
-30.7
|
%
|
|
$
|
16,289
|
|
|
$
|
24,149
|
|
|
|
-32.5
|
%
|
Net Revenues - Pharmacy
|
|
|
8,198
|
|
|
|
8,509
|
|
|
|
-3.7
|
%
|
|
|
23,946
|
|
|
|
24,644
|
|
|
|
-2.8
|
%
|
Other Revenues
|
|
|
272
|
|
|
|
151
|
|
|
|
80.1
|
%
|
|
|
765
|
|
|
|
580
|
|
|
|
31.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Revenues
|
|
|
13,699
|
|
|
|
16,205
|
|
|
|
-15.5
|
%
|
|
|
41,000
|
|
|
|
49,373
|
|
|
|
-17.0
|
%
|
Costs and expenses
|
|
|
(14,470
|
)
|
|
|
(17,392
|
)
|
|
|
-16.8
|
%
|
|
|
(42,696
|
)
|
|
|
(52,988
|
)
|
|
|
-19.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(771
|
)
|
|
|
(1,187
|
)
|
|
|
NA
|
|
|
|
(1,696
|
)
|
|
|
(3,615
|
)
|
|
|
NA
|
|
Interest expense - net
|
|
|
(129
|
)
|
|
|
(211
|
)
|
|
|
-38.9
|
%
|
|
|
(507
|
)
|
|
|
(637
|
)
|
|
|
-20.4
|
%
|
Loss on extinguishment of debt
|
|
|
0
|
|
|
|
0
|
|
|
|
NA
|
|
|
|
(243
|
)
|
|
|
0
|
|
|
|
NA
|
|
Gain on sale of assets
|
|
|
2
|
|
|
|
5
|
|
|
|
-60.0
|
%
|
|
|
3,019
|
|
|
|
12
|
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earning (Loss) from continuing operations before income taxes
|
|
$
|
(898
|
)
|
|
$
|
(1,393
|
)
|
|
|
35.5
|
%
|
|
$
|
573
|
|
|
$
|
(4,240
|
)
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare Facilities Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hospital and Nursing Home Admissions
|
|
|
154
|
|
|
|
156
|
|
|
|
-1
|
%
|
|
|
400
|
|
|
|
679
|
|
|
|
-41
|
%
|
Nursing Home Patient Days
|
|
|
13,428
|
|
|
|
14,099
|
|
|
|
-5
|
%
|
|
|
41,989
|
|
|
|
43,091
|
|
|
|
-3
|
%
|
19
Results of Operations
Healthcare Facilities Segment Net Revenues
The following table sets forth the percentage of net patient revenues from major payors for the Healthcare Facilities Segment for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Source:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medicare
|
|
|
38.4
|
%
|
|
|
41.2
|
%
|
|
|
38.8
|
%
|
|
|
35.9
|
%
|
Medicaid
|
|
|
42.2
|
%
|
|
|
38.8
|
%
|
|
|
43.3
|
%
|
|
|
36.1
|
%
|
Managed Care Insurance & Other
|
|
|
17.8
|
%
|
|
|
18.6
|
%
|
|
|
15.7
|
%
|
|
|
23.2
|
%
|
Self-pay
|
|
|
1.6
|
%
|
|
|
1.4
|
%
|
|
|
2.2
|
%
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Healthcare Facilities Segment in the current year is composed of two nursing homes, one hospital and two leased medical
office buildings. During the three and nine months ended March 31, 2016, the segment operated a second hospital on the same site as one of the nursing homes, but closed this hospital in June 2016. Healthcare Facilities net revenues decreased
$2,316 for the three months ended March 31, 2017 and $7,860 for the nine months ended March 31, 2017, compared to the prior year period primarily as a result of closing a hospital. Net revenues from all payer sources decreased compared to
last year. The net revenues of the Healthcare Facilities Segments included increases of $38 and $385 resulting from prior years Medicare cost report settlements for the three and nine months ended March 31, 2017 and increases (reductions)
of $140 and ($662) resulting from prior years Medicare cost report settlements for the three and nine months ended March 31, 2016.
Pharmacy Segment Net Revenues
Pharmacy Segment net revenues for the three months ended March 31, 2017 decreased $311, or 4%, from the three months ended March 31,
2016. The decrease was a result of a 10% decrease in Durable Medical Equipment (DME) and a 6% decrease in Retail Pharmacy net revenues partially offset by a 2% increase in Institutional Pharmacy net revenues. DME net revenues decreased
primarily due to the negative effect of the expansion in January 2016 of Medicare Competitive Bidding in its service area. The average net revenue per DME sales order decreased 12% in the current year, primarily due to the Competitive Bidding
expansion. The average net revenue per Retail Pharmacy sales order decreased 10% in the current year.
Pharmacy Segment net revenues for
the nine months ended March 31, 2017 decreased $698, or 3%, from the nine months ended March 31, 2016. The decrease was a result of a 10% decrease in Durable Medical Equipment (DME) and a 5% decrease in Retail Pharmacy net
revenues partially offset by 3% increase in Institutional Pharmacy net revenues. The average net revenue per DME sales order decreased 13% in the current year, primarily due to the Competitive Bidding expansion. The average net revenue per Retail
Pharmacy sales order decreased 6% in the current year.
Healthcare Facilities Segment Cost and Expenses
Costs and expenses for our Healthcare Facilities Segment, including depreciation and amortization, were $5,341 and $8,183 for the three months
ended March 31, 2017 and 2016, respectively. Costs and expenses for our Healthcare Facilities Segment, including depreciation and amortization, were $15,846 and $26,283 for the nine months ended March 31, 2017 and 2016, respectively.
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and Expenses
|
|
|
|
as a % of Net Revenues
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Salaries, wages and benefits
|
|
|
68.1
|
%
|
|
|
70.1
|
%
|
|
|
64.4
|
%
|
|
|
69.8
|
%
|
Supplies
|
|
|
8.0
|
%
|
|
|
8.1
|
%
|
|
|
7.8
|
%
|
|
|
9.9
|
%
|
Purchased services
|
|
|
7.7
|
%
|
|
|
8.2
|
%
|
|
|
7.9
|
%
|
|
|
8.4
|
%
|
Other operating expenses
|
|
|
14.5
|
%
|
|
|
18.3
|
%
|
|
|
13.3
|
%
|
|
|
17.3
|
%
|
Rent and lease expense
|
|
|
0.9
|
%
|
|
|
1.2
|
%
|
|
|
0.8
|
%
|
|
|
1.1
|
%
|
Depreciation and amortization expense
|
|
|
2.9
|
%
|
|
|
2.5
|
%
|
|
|
3.0
|
%
|
|
|
2.3
|
%
|
All expense categories except depreciation and amortization decreased as a percentage of net revenues for the
three months ended March 31, 2017. Depreciation and amortization expense decreased $37 this year. The $2,842 decrease in costs and expenses is due to the closure of one hospital included in the three months ended March 31, 2016. Similarly,
all expense categories except depreciation and amortization decreased as a percentage of net revenues for the nine months ended March 31, 2017. Depreciation and amortization expense decreased $48 this year. The $10,437 decrease in costs and
expenses is due to the closure of one hospital included in the nine months ended March 31, 2016.
Pharmacy Segment Cost and Expenses
Cost and expenses for our Pharmacy Segment, including depreciation and amortization, were $8,522 and $8,509 for the three months
ended March 31, 2017 and 2016, respectively. Cost and expenses for our Pharmacy Segment, including depreciation and amortization, were $24,457 and $24,428 for the nine months ended March 31, 2017 and 2016, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and Expenses
|
|
|
|
as a % of Net Revenues
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Cost of goods sold
|
|
|
67.4
|
%
|
|
|
66.0
|
%
|
|
|
65.1
|
%
|
|
|
63.2
|
%
|
Salaries, wages and benefits
|
|
|
22.8
|
%
|
|
|
22.3
|
%
|
|
|
23.4
|
%
|
|
|
22.8
|
%
|
Provision for bad debts
|
|
|
1.5
|
%
|
|
|
0.8
|
%
|
|
|
1.4
|
%
|
|
|
1.7
|
%
|
Supplies
|
|
|
0.4
|
%
|
|
|
0.4
|
%
|
|
|
0.4
|
%
|
|
|
0.4
|
%
|
Purchased services
|
|
|
3.5
|
%
|
|
|
3.3
|
%
|
|
|
3.7
|
%
|
|
|
3.5
|
%
|
Other operating expenses
|
|
|
3.9
|
%
|
|
|
3.4
|
%
|
|
|
3.7
|
%
|
|
|
3.8
|
%
|
Rent and lease expense
|
|
|
1.0
|
%
|
|
|
0.8
|
%
|
|
|
1.0
|
%
|
|
|
1.0
|
%
|
Depreciation and amortization expense
|
|
|
3.5
|
%
|
|
|
2.9
|
%
|
|
|
3.4
|
%
|
|
|
2.7
|
%
|
Cost of goods sold as a percent of net revenues increased in the three and nine month periods ended
March 31, 2017 as compared to the comparable periods of the prior year due to the increased of cost of certain generic drugs and changes in Institutional Pharmacy sales product mix for the current period.
Salaries, wages and benefits as a percent of net revenues increased in the three and nine month periods ended March 31, 2017 as compared
to the comparable periods of the prior year due to the lower net revenues and an actual expense decrease of $32 in the current year three month results. Depreciation and amortization expense increased $44 and $145 in the current three and nine month
periods, respectively, due to increased depreciation for capitalized rental DME and capitalized leasehold improvements.
Operating Profit and Loss
The Company reported an operating loss of $771 for the three months ended March 31, 2017 compared to an operating loss of
$1,187 for the three months ended March 31, 2016. The operating loss for the three months ended March 31, 2017 decreased compared to the operating loss for the prior years three month period resulted from the closure of one hospital
in June 2016 which was unprofitable. For the nine months ended March 31, 2017, an operating loss of $1,696 was reported compared to an operating loss of $3,615 for the same period last year. Positive adjustments for Medicare cost report
adjustments of $385 for the nine months ended March 31, 2017 compared to negative adjustments of $662 for the nine months ended March 31, 2016 contributed to the reduction of the operating loss in the current years nine months results compared
to the same period last year.
21
Gain on Sale of Assets
In December 2016, a subsidiary sold its medical office building complex, comprised of land and three buildings in Ellijay, GA (Ellijay
MOB) for $4,900. A gain of $2,819 was reported on the sale. This property was the collateral for the SHPP RDA Loan, which was paid off at the closing of the sale.
Interest Expense
Interest expense
was $129 and $211 for the three months ended March 31, 2017 and 2016, respectively, and $507 and $637 for the nine months ended March 31, 2017 and 2016, respectively. The decrease in interest expense resulted from lower debt outstanding as
the SHPP RDA loan and Carmichael Notes were repaid earlier in the fiscal year.
Income Taxes
Income tax benefit of $8 ($32 federal tax benefit and $24 state tax expense) and income tax benefit of $1 ($0 federal tax expense and $1 state
tax benefit) was recorded for continuing operations for the three months ended March 31, 2017 and 2016, respectively. Income tax benefit of $236 ($221 federal tax benefit and $15 state tax benefit) and income tax expense of $6,851 ($6,210
federal tax expense and $641 state tax expense) was recorded for continuing operations for the nine months ended March 31, 2017 and 2016, respectively.
In accordance with the Financial Accounting Standards Board Accounting Standards Codification (ASC) 740, we evaluate our deferred
taxes quarterly to determine if adjustments to our valuation allowance are required based on the consideration of available positive and negative evidence using a more likely than not standard with respect to whether deferred tax assets
will be realized. Our evaluation considers, among other factors, our historical operating results, our expectation of future results of operations, the duration of applicable statuary carryforward periods and conditions of the healthcare industry.
The ultimate realization of our deferred tax assets depends primarily on our ability to generate future taxable income during the periods in which the related temporary differences in the financial basis and the tax basis of the assets become
deductible. The value of our deferred tax assets will depend on applicable income tax rates.
At March 31, 2017, consistent with the
above process, we evaluated the need for a valuation against our deferred tax assets and determined that it was more likely than not that none of our deferred tax assets would be realized. As a result, in accordance with ASC 740, we recognized a
valuation allowance of $10,206 against the deferred tax asset so that there is no net long-term deferred income tax asset or liability at March 31, 2017. We conducted our evaluation by considering available positive and negative evidence to
determine our ability to realize our deferred tax assets. In our evaluation, we gave more significant weight to evidence that was objective in nature as compared to subjective evidence. Also, more significant weight was given to evidence that
directly related to our current financial performance as compared to less current evidence and future plans.
The principal negative
evidence that led us to determine at March 31, 2017 that all the deferred tax assets should have full valuation allowances was the three-year cumulative
pre-tax
loss from continuing operations as well as
the underlying negative business conditions for rural healthcare businesses in which our Healthcare Facilities Segment businesses operate.
For Federal income tax purposes, at March 31, 2017, the Company had approximately $11,100 of estimated net operating loss carry-forwards
available for use in future years subject to the limitations of the provisions of Internal Revenue Code Section 382. The net operating loss carryforwards expire in 2024.
Earnings (Loss) from Continuing Operations before Income Tax
Loss from continuing operations before income tax were $898 for the three months ended March 31, 2017 compared to a loss from continuing
operations before income tax of $1,393 for the three months ended March 31, 2016. The decreased loss in the three months ended March 31, 2017 when compared to the same quarter last year resulted from the $526 decrease in Healthcare
Facilities Segments operating loss and lower interest expense.
22
Earnings from continuing operations before income tax was $573 for the nine months ended
March 31, 2017 compared to a loss from continuing operations before income tax of $4,240 for the nine months ended March 31, 2016. The $2,819 gain on the sale of the Ellijay MOB resulted in earnings from continuing operations for the nine
month period this year.
Earnings (Loss) After Taxes
Loss from continuing operations were $890 (or a loss of $0.10 per fully diluted share) for the three months ended March 31, 2017 compared
to a loss from continuing operations of $1,392 (or a loss of $0.15 per fully diluted share) for the three months ended March 31, 2016. Earnings from continuing operations were $809 ($0.09 per fully diluted share) for the nine months ended
March 31, 2017 compared to a loss from continuing operations of $11,091 (or a loss of $1.17 per fully diluted share) for the nine months ended March 31, 2016. The losses for the periods ended March 31, 2016 included higher income tax
expense due to the need for full valuations for all deferred net tax assets as a result of continuing operating losses.
Loss from
discontinued operations were $135 for the three months ended March 31, 2017, compared to a loss from discontinued operations of $443 for the three months ended March 31, 2016. Earnings from discontinued operations were $4,287 (including a
gain on sale of Chestatee of $7,270 and income tax expense of $2,650) for the nine months ended March 31, 2017, compared to a loss from discontinued operations of $1,758 for the nine months ended March 31, 2016.
Net loss for the three months ended March 31, 2017 was $1,025 (or a loss of $0.11 fully diluted share) compared to net loss of $1,835 (a
loss of $0.19 earnings per fully diluted share) for the three months ended March 31, 2016. Net income for the nine months ended March 31, 2017 was $5,096 (or $0.54 fully diluted share) compared to net loss of $12,849 (a loss of $1.36 earnings
per fully diluted share) for the nine months ended March 31, 2016.
Adjusted earnings before income taxes, interest, depreciation and
amortization
Earnings before income taxes, interest, depreciation and amortization (EBITDA) represent the sum of
income before income taxes, interest, depreciation and amortization. We understand that certain industry analysts and investors generally consider EBITDA to be one measure of the liquidity of a company, and it is presented to assist analysts and
investors in analyzing the ability of a company to generate cash, service debt and meet capital requirements. We believe increased EBITDA is an indicator of improved ability to service debt and to satisfy capital requirements. EBITDA, however, is
not a measure of financial performance under accounting principles generally accepted in the United States of America and should not be considered an alternative to net income as a measure of operating performance or to cash liquidity. Because
EBITDA is not a measure determined in accordance with accounting principles generally accepted in the United States of America and is thus susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly titled
measures of other corporations. Where we adjust EBITDA for
non-cash
charges, we refer to such measurement as Adjusted EBITDA, which we report on a Company wide basis.
Non-cash
adjustments in Adjusted EBITDA are not intended to be identified or characterized in any respect as
non-recurring,
infrequent or unusual, if we
believe such charge is reasonably likely to recur within two years, or if there was a similar charge (or gain) within the prior two years. Where we report Adjusted EBITDA, we typically also report Healthcare Facilities Segment Adjusted EBITDA and
Pharmacy Segment Adjusted EBITDA which is the EBITDA for the applicable segments without any allocation of corporate overhead, which we report as a separate line item, without gains on sales of businesses and without any allocation of the
non-cash
adjustments, which we also report as a separate line item in Adjusted EBITDA. Net cash used in operations for the three months ended March 31, 2017 and 2016, respectively, is shown below.
23
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Healthcare Facilities Adjusted EBITDA
|
|
$
|
38
|
|
|
$
|
(452
|
)
|
|
$
|
940
|
|
|
$
|
(1,589
|
)
|
Pharmacy Adjusted EBITDA
|
|
|
(35
|
)
|
|
|
246
|
|
|
|
299
|
|
|
|
882
|
|
Corporate overhead costs
|
|
|
(308
|
)
|
|
|
(504
|
)
|
|
|
(1,559
|
)
|
|
|
(1,552
|
)
|
Taxes and interest expense
|
|
|
(121
|
)
|
|
|
(210
|
)
|
|
|
(271
|
)
|
|
|
(7,488
|
)
|
Other
non-cash
expenses and net change in operating assets
and liabilities
|
|
|
(659
|
)
|
|
|
1,550
|
|
|
|
(4,408
|
)
|
|
|
9,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operations
|
|
$
|
(1,085
|
)
|
|
$
|
630
|
|
|
$
|
(4,999
|
)
|
|
$
|
(291
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity and Capital Resources
Overview
Our primary source of
liquidity is cash on hand of $11,237 at March 31, 2017. Currently, the Companys ability to raise capital (debt or equity) in the public or private markets on what it considers acceptable terms is uncertain. We nevertheless periodically
seek options to obtain financing for the liquidity needs of the Company or individual subsidiaries. The Company and its subsidiaries currently are funding working capital needs primarily from cash on hand and from the sale of assets. See
Subsidiary Loans below.
The Company believes its Healthcare Facilities Segment and its Pharmacy Segment business continue to
underperform. The Company has incurred losses from continuing operations in nine of the last eleven fiscal quarters through the quarter ending March 31, 2017. See the Business Strategy: Operations, Dispositions and Acquisitions
discussion earlier in this Item 2.
Subject to the risks and uncertainties discussed herein, we believe we have adequate financing and
liquidity to support our current level of operations through the next twelve months.
Subsidiary Loans
Trace RDA Loan and Trace Working Capital Loan
On July 11, 2012, Southern Health Corporation of Houston, Inc.
(Trace), a wholly owned subsidiary of the Company, closed on a $9,975 Mortgage Loan Agreement (Trace RDA Loan) and a Working Capital Loan Agreement (which expired on July 2, 2016) with a bank, both dated as of
July 5, 2012.
The Trace RDA Loan has a term of 15 years with monthly payments of principal and interest until repaid. The Trace RDA
Loan bears a floating rate of interest equal to the greater of (i) the prime rate (as published in The Wall Street Journal) plus 1.5%, or (ii) 6% (6.0% at March 31, 2017). The Trace RDA Loan is collateralized by real estate and
equipment of Trace in Houston, MS and is partially guaranteed under the U.S. Department of Agriculture, Rural Development Business and Industry Program.
The Trace RDA Loan contains various terms and conditions, including financial restrictions and limitations, and affirmative and negative
covenants. The covenants include financial covenants measured on a quarterly basis which require Trace to comply with a ratio of current assets to current liabilities, debt service coverage, fixed charge ratio, and funded debt to EBITDA, all as
defined in the Trace RDA Loan. At September 30, 2016 and June 30, 2016, Trace was not in compliance with the debt service coverage, fixed charge ratio and funded debt to EBITDA ratios. The Company received a waiver of these
non-compliances
from the lender for both measurement dates and the Trace RDA Loan was amended by the Fourth Amendment to Loan Agreement and Waiver dated January 6, 2017. Under the Fourth Amendment, the debt
service coverage, the fixed charge coverage and funded debt to EBITDA ratios were amended for periods ended December 31, 2016, March 31, 2017 and June 30, 2017 and an additional covenant was entered into requiring the deposit of
$1,000 into a blocked interest bearing account with the lender. The deposit, which was made on January 13, 2017, will remain in the blocked account until Trace achieves compliance with financial covenants in effect prior to the Amendment or
November 15, 2017, when the modified financial covenants will revert back to the
pre-modification
amounts. At March 31, 2017, Trace was in compliance with the modified covenants but not the prior
covenants. Indebtedness of $7,698 as of June 30, 2016 is presented in current liabilities in the condensed consolidated balance sheet as a result of the financial covenant
non-compliance
at that date. The
ability of Trace to continue to make the required debt service payments under the Trace
24
RDA Loan depends on, among other things, its ability to generate sufficient cash flows, including from operating activities. If Trace is unable to generate sufficient cash flow from operations to
meet debt service payments on the Trace RDA Loan, including in the event the lender were to declare an event of default and accelerate the maturity of the indebtedness, such failure could have material adverse effects on the Company. The Trace
RDA Loan is guaranteed by the Company and one subsidiary.
SHPP RDA Loan
On November 6, 2012, SunLink
Healthcare Professional Property, LLC, (SHPP), a subsidiary of the Company, entered into and closed on a $2,100 term loan dated as of October 31, 2012 (the SHPP RDA Loan) with a bank. On December 16, 2016, SHPP
repaid the remaining $1,933 outstanding principal balance of this loan when it sold the collateral for the SHPP RDA Loan, a medical office building located in Ellijay, Georgia. An early repayment penalty of $97 was paid at that date as required
by loan terms and $192 of unamortized prepaid loan costs were expensed as of the sale date, both of which were reported as a loss on early repayment of debt of $289 for the nine months ended March 31, 2017.
Carmichael Notes
On April 22, 2008, SunLink Scripts Rx, LLC issued a $3,000 promissory note with an interest rate of
8% to the former owners of Carmichael as part of the acquisition purchase price (the Carmichael Notes). The Carmichael Notes, as amended, were payable in semi-annual installments of $185 of principal and plus accrued interest, with the
remaining balance of $1,255 due October 22, 2017. Under an agreement dated September 9, 2016, between the Company and the Note holders, the Carmichael Notes balance of $1,508 was paid in full on September 9, 2016 and the accrued
interest payable to that date of $46 was forgiven. A gain on retirement of debt of $46 for the nine months ended March 31, 2017 was reported for the accrued interest forgiveness.
Contractual Obligations, Commitments and Contingencies
Contractual obligations, commitments and contingencies related to outstanding debt,
non-cancelable
operating leases and interest on outstanding debt from continuing operations at March 31, 2017 were as follows:
|
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|
|
|
|
|
|
|
|
|
|
Payments
due in:
|
|
Long-Term
Debt
|
|
|
Operating
Leases
|
|
|
Interest on
Outstanding
Debt
|
|
1 year
|
|
$
|
503
|
|
|
$
|
545
|
|
|
$
|
396
|
|
2 years
|
|
|
561
|
|
|
|
402
|
|
|
|
400
|
|
3 years
|
|
|
596
|
|
|
|
336
|
|
|
|
366
|
|
4 years
|
|
|
634
|
|
|
|
243
|
|
|
|
323
|
|
5+ years
|
|
|
5,044
|
|
|
|
59
|
|
|
|
808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,338
|
|
|
$
|
1,585
|
|
|
$
|
2,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2017, we had outstanding long-term debt of $7,338 of which $7,321 was incurred under the
Trace RDA Loan and $17 was related to other debt.
Discontinued Operations
Chestatee Hospital
On August 19, 2016, Southern Health Corporation of Dahlonega, Inc., (Chestatee), a
wholly owned subsidiary of the Company, sold substantially all of the assets and certain liabilities of Chestatee Regional Hospital in Dahlonega, Georgia through an asset purchase agreement for $15,000 subject to adjustment for the book value of
certain assets and certain liabilities assumed at the sale date. The
pre-tax
gain on sale of $7,270 is subject to adjustment for various purchase price adjustments. Chestatee retained certain liabilities,
including for employee related liabilities and certain Medicare and Medicaid liabilities, relating to the period it owned and operated the hospital. A portion of the net proceeds were used for the repayment of debt. The assets sold and liabilities
assumed are shown as assets held for sale in our consolidated balances as of June 30, 2016.
Other Sold Hospitals
Subsidiaries of the Company have sold substantially all of the assets of three hospitals (Other Sold Hospitals) during the period July 2, 2012 to December 31, 2014. The loss before income taxes of the Other Sold
Hospitals results primarily from negative prior year Medicare and Medicaid cost report settlements.
Life Sciences and Engineering
Segment
SunLink retained a defined benefit retirement plan which covered substantially all of the employees of this segment when the segment was sold in fiscal 1998. Effective February 28, 1997,
25
the plan was amended to freeze participant benefits and close the plan to new participants. Pension expense and related tax benefit or expense is reflected in the results of operations for this
segment for the three and nine months ended March 31, 2017 and 2016.
Related Party Transactions
A director of the Company and the Companys former corporate secretary are members of two different law firms, each of which provides
services to SunLink. The Company has expensed an aggregate of $109 and $71 for legal services to these law firms in the three months ended March 31, 2017 and 2016, respectively. The Company has expensed an aggregate of $481 and $204 for legal
services to these law firms in the nine months ended March 31, 2017 and 2016, respectively. Included in the Companys condensed consolidated balance sheets at March 31, 2017 and June 30, 2016 is $21 and $75, respectively, of
amounts payable to these law firms.
26