TANNER MEDICAL CENTER, INC. REPORTS REQUIRED UNDER THE GAO S GOVERNMENT AUDITING STANDARDS AND THE SINGLE AUDIT ACT. for the year ended June 30, 2016

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1 REPORTS REQUIRED UNDER THE GAO S GOVERNMENT AUDITING STANDARDS AND THE SINGLE AUDIT ACT for the year ended June 30, 2016

2 C O N T E N T S Pages Independent Auditor s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 1-2 Independent Auditor s Report on Compliance for each Major Federal Program; Report on Internal Control over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance 3-5 Schedule of Expenditures of Federal Awards 6 Schedule of Findings and Questioned Costs 7-8 Corrective Action Plan 9 Summary Schedule of Prior Audit Findings 10

3 Member: THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS The Board of Directors Tanner Medical Center, Inc. Carrollton, Georgia We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the combined financial statements of Tanner Medical Center, Inc. (Medical Center), which comprise the combined balance sheet as of June 30, 2016, and the related combined statements of operations, changes in net assets, and cash flows for the year then ended, and the related notes to the combined financial statements, and have issued our report thereon dated December 5, Internal Control over Financial Reporting In planning and performing our audit of the combined financial statements, we considered the Medical Center's internal control over fmancial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the combined financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Medical Center's internal control. Accordingly, we do not express an opinion on the effectiveness of the Medical Center's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination 1 P.O. Box Gillionville Road Albany, GA Tel. (229) Fax (229) Five Concourse Parkway Suite 1250 Atlanta, GA Tel. (404) Fax (229)

4 of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the Medical Center's combined financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significant deficiencies may exist that were not identified. We did identify a deficiency in internal control, described in the accompanying schedule of fmdings and questioned costs that we consider to be a material weakness ( ). Compliance and Other Matters As part of obtaining reasonable assurance about whether the Medical Center's combined financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect 9n the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Tanner Medical Center, Inc.'s Response to Finding Tanner Medical Center, Inc.'s response to the finding identified in our audit is described in the accompanying schedule of findings and questioned costs. The Medical Center's response was not subjected to the auditing procedures applied in the audit of the combined financial statements and, accordingly, we express no opinion on it. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the Medical Center's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Medical Center's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Albany, Georgia December 5,

5 Member: THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE FOR EACH MAJOR FEDERAL PROGRAM; REPORT ON INTERNAL CONTROL OVER COMPLIANCE; AND REPORT ON SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS REQUIRED BY THE UNIFORM GUIDANCE Board of Directors Tanner Medical Center, Inc. Carrollton, Georgia Report on Compliance for Each Major Federal Program We have audited Tanner Medical Center, Inc.' s (Medical Center) compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of the Medical Center's major federal programs for the year ended June 30, The Medical Center's major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with federal statutes, regulations, and the terms and conditions of its federal awards applicable to its federal programs. Auditor's Responsibility Our responsibility is to express an opinion on compliance for each of the Medical Center's major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit 3 P.O. Box Gillionville Road A lbany, GA Tel. (229) Fax (229) Five Concourse Parkway Suite 1250 Atlanta, GA Tel. (404) Fax (229)

6 requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the Medical Center s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the Medical Center s compliance. Opinion on Each Major Federal Program In our opinion, the Medical Center complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, Report on Internal Control over Compliance Management of the Medical Center is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the Medical Center s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the Medical Center s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. 4

7 A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the combined financial statements of the Medical Center as of and for the year ended June 30, 2016, and have issued our report thereon dated December 5, 2016, which contained an unmodified opinion on those combined financial statements. Our audit was conducted for the purpose of forming an opinion on the combined financial statements as a whole. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the combined financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the combined financial statements. The information has been subjected to the auditing procedures applied in the audit of the combined financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the combined financial statements or to the combined financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated in all material respects in relation to the combined financial statements as a whole. Albany, Georgia March 29,

8 SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS for the year ended June 30, 2016 Grantor Agency Program Title CFDA Number Grant Number Federal Expenditures U.S. Department of Health and Human Services: Substance Abuse and Mental Health Services Now Is the Time Administration Project AWARE - (SAMHSA) Community H79SM $ 74,856 Centers for Disease Control and Prevention Partnerships to Improve Community Health NU58DP ,092,811 Health Resources Rural Health Care and Services Services Outreach Administration Grant Program D04RH ,029 Notes to Schedule: Total $ 1,392, The Medical Center follows the full accrual basis of accounting in preparing this schedule. This method is consistent with the preparation of the Medical Center s combined financial statements. The information in this schedule is presented in accordance with requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Because the schedule presents only a selected portion of the operations of the Medical Center, it is not intended to and does not present the financial position, change in net assets, or cash flows of the Medical Center. 2. The Medical Center did not have any non-cash awards during the fiscal year. 3. There were no awards passed through to subrecipients. 4. The Medical Center has elected to not use the 10% de minimis indirect cost rate under the Uniform Guidance. 6

9 SCHEDULE OF FINDINGS AND QUESTIONED COSTS for the year ended June 30, 2016 Section I Summary of Auditor s Results Financial Statements Type of auditor s report issued: unmodified Internal control over financial reporting: Material weakness(es) identified? x yes no Significant deficiencies identified that are not considered to be material weakness(es)? yes x none reported Noncompliance material to financial statements noted? yes x no Federal Awards Internal control over major programs: Material weakness(es) identified? yes x no Significant deficiencies identified that are not considered to be material weakness(es)? yes x none reported Type of auditor s report issued on compliance for major programs: unmodified Any audit findings disclosed that are required to be reported in accordance with 2 CFR (a) of the Uniform Guidance yes x no Identification of major programs: CFDA Number Name of Federal Program Partnerships to Improve Community Health Dollar threshold used to distinguish between Type A and Type B programs: $ 750,000 Auditee qualified as low-risk auditee? yes x no 7

10 SCHEDULE OF FINDINGS AND QUESTIONED COSTS, for the year ended June 30, 2016 Section II Financial Statement Findings Third-Party Payor Settlements - Material Weakness (Repeat of ) Condition: Criteria: Cause: Effect: Recommendation: Views of Responsible Officials and Planned Corrective Action: The estimates for third-party payor settlements for Medicare and Medicaid cost reports required material adjustments at year end. Internal controls should be in place to provide for timely review of thirdparty payor estimated settlements. A review of the estimated third-party payor settlements with adjustments for any changes in reimbursement was not performed at year end. The internal interim financial statements were misstated due to overstated cost report liabilities. Routinely evaluate the estimation process for third-party payor settlements to ensure the varying reimbursement methodologies for different providers have been considered. In general, prospective payment system hospitals have Medicare settlements related to bad debts, disproportionate share hospital and uncompensated care adjustments. Critical access hospitals are cost-based reimbursed and settlements vary significantly based on utilization, cost, charges, bad debts, and interim payments. Medicaid outpatient settlements are also cost-based for all hospital providers. Management will perform a detailed review of the Medicare and Medicaid cost report reserves on a regular basis to ensure the estimated settlement amounts appear reasonable. Section III Federal Award Findings and Questioned Costs None reported. 8

11 Financial Statement Finding TANNER MEDICAL CENTER, INC. CORRECTIVE ACTION PLAN for the year ended June 30, 2016 Third-Party Payor Settlements - Material Weakness Management will perform a detailed review of the Medicare and Medicaid cost report reserves on a regular basis to ensure the estimated settlement amounts appear reasonable. Contact Person: Ms. Carol Crews, CFO Anticipated Date of Completion: June 30,

12 Financial Statement Finding TANNER MEDICAL CENTER, INC. SUMMARY SCHEDULE OF PRIOR AUDIT FINDINGS for the year ended June 30, 2016 Third-Party Payor Settlements Material Weakness Status: Estimating settlements related to amounts due to and from the Medicare and Medicaid programs is a complicated process. At June 30, 2016, management was still in the process of implementing it s corrective action plan from 2015 and therefore, a material weakness still existed. See finding for a detailed explanation of this financial statement finding. 10

13 COMBINED FINANCIAL STATEMENTS for the years ended June 30, 2016 and 2015

14 C O N T E N T S Independent Auditor s Report 1-2 Pages Combined Financial Statements: Balance Sheets 3-4 Statements of Operations 5-6 Statements of Changes in Net Assets 7 Statements of Cash Flows 8-9 Notes to Combined Financial Statements Additional Information: Independent Auditor s Report on Combining and Supplementary Information Statistical Data Combining Balance Sheets Combining Statements of Excess of Revenues Over Expenses 50-51

15 Member: THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITOR'S REPORT The Board of Directors Tanner Medical Center, Inc. Carrollton, Georgia Report on the Financial Statements We have audited the accompanying combined financial statements of Tanner Medical Center, Inc. (Medical Center), which comprise the combined balance sheets as of June 30, 2016 and 2015, the related combined statements of operations, changes in net assets, and cash flows for the years then ended, and the related notes to the combined financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement. 1 P.O. Box Gillionville Road Albany, GA Tel. (229) Fax (229) Five Concourse Parkway Suite 1250 Atlanta, GA Tel. (404) Fax (229)

16 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Medical Center's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Medical Center's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Tanner Medical Center, Inc. as of June 30, 2016 and 2015, and the results of its operations and changes in net assets and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 5, 2016, on our consideration of the Medical Center's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Medical Center's internal control over financial reporting and compliance..tr4.- J~. L Ll' Albany, Georgia December 5,

17 COMBINED BALANCE SHEETS as of June 30, 2016 and 2015 ASSETS Current assets: Cash and cash equivalents $ 105,916,833 $ 57,009,116 Assets limited as to use current portion 7,436,030 5,954,830 Patient accounts receivable, net of allowances and estimated uncollectibles of $99,939,000 in 2016 and $93,201,000 in ,023,561 42,177,552 Supplies, at lower of cost or market 6,256,317 5,197,202 Estimated third-party payor settlements 866, ,024 Other current assets 12,740,033 11,778,630 Total current assets 175,238, ,453,354 Assets limited as to use: Internally designated 208,382, ,517,237 Held by trustee under indenture for debt obligations 73,349,570 5,954,830 Assets limited as to use current portion ( 7,436,030) ( 5,954,830) Noncurrent assets limited as to use 274,295, ,517,237 Property and equipment, net 249,080, ,228,122 Interest in net assets of Tanner Medical Center Foundation, Inc. 8,263,401 7,803,859 Other assets: Physician notes receivable and other 3,968,355 2,410,231 Goodwill and intangible assets 3,707,115 3,636,000 Total other assets 7,675,470 6,046,231 Total assets $ 714,554,492 $ 595,048,803 3

18 LIABILITIES AND NET ASSETS Current liabilities: Current portion of long-term debt $ 3,945,000 $ 3,695,000 Accounts payable 17,709,382 14,365,573 Accrued salaries 27,147,303 27,027,975 Other accrued expenses 8,110,125 7,369,787 Estimated third-party payor settlements 2,138,649 2,844,564 Total current liabilities 59,050,459 55,302,899 Long-term debt, net of current portion: Revenue certificates payable 167,784,636 93,870,156 Total liabilities 226,835, ,173,055 Net assets: Unrestricted 480,490, ,090,215 Temporarily restricted 5,511,603 5,124,045 Permanently restricted 1,717,272 1,661,488 Total net assets 487,719, ,875,748 Total liabilities and net assets $ 714,554,492 $ 595,048,803 See accompanying notes to financial statements. 4

19 COMBINED STATEMENTS OF OPERATIONS for the years ended June 30, 2016 and Unrestricted revenues, gains, and other support: Patient service revenue (net of contractual allowances and discounts) $ 512,788,623 $ 459,749,448 Provision for bad debts ( 58,437,025) ( 49,063,068) Net patient service revenue 454,351, ,686,380 Other revenue 6,968,251 6,643,628 Total revenues, gains, and other support 461,319, ,330,008 Expenses: Salaries 180,412, ,969,278 Employee benefits 43,786,731 41,475,057 Contracted services 19,841,942 16,995,704 Purchased services 28,381,075 24,631,868 Supplies and drugs 64,992,695 56,332,456 Insurance 3,192,077 2,652,266 Depreciation and amortization 32,188,321 30,219,877 Interest 4,111,074 4,363,830 Other 35,333,097 34,904,536 Total expenses 412,239, ,544,872 Operating income 49,080,576 35,785,136 5

20 COMBINED STATEMENTS OF OPERATIONS, for the years ended June 30, 2016 and Other income (loss): Contributions and other $ 60,842 $ 26,680 Investment income 6,836,816 8,844,604 Loss on sale of assets ( 195,465) ( 3,077,576) Net unrealized gains (losses) on investments (11,458,632) ( 2,272,973) Loss on extinguishment of debt ( 3,163,098) - Total other income (loss) ( 7,919,537) 3,520,735 Excess of revenues over expenses 41,161,039 39,305,871 Change in interest in net assets of Tanner Medical Foundation, Inc. 16,202 ( 633,922) Contributions and transfers from affiliated entities 223, ,046 Increase in unrestricted net assets $ 41,400,307 $ 39,611,995 See accompanying notes to financial statements. 6

21 COMBINED STATEMENTS OF CHANGES IN NET ASSETS for the years ended June 30, 2016 and Unrestricted net assets: Excess of revenues over expenses $ 41,161,039 $ 39,305,871 Change in interest in net assets of Tanner Medical Foundation, Inc. 16,202 ( 633,922) Contributions and transfers from affiliated entities 223, ,046 Increase in unrestricted net assets 41,400,307 39,611,995 Temporarily restricted net assets: Change in interest in net assets of Tanner Medical Foundation, Inc. 387, ,096 Permanently restricted net assets: Change in interest in net assets of Tanner Medical Foundation, Inc. 55,784 - Increase in net assets 41,843,649 40,061,091 Net assets, beginning of year 445,875, ,814,657 Net assets, end of year $ 487,719,397 $ 445,875,748 See accompanying notes to financial statements. 7

22 COMBINED STATEMENTS OF CASH FLOWS for the years ended June 30, 2016 and Cash flows from operating activities: Changes in net assets $ 41,843,649 $ 40,061,091 Adjustments to reconcile changes in net assets to net cash provided by operating activities: Net realized and unrealized (gains) losses on investments 11,293, ,166 Change in interest in net assets of Tanner Medical Foundation, Inc. ( 459,542) 184,826 Loss on disposal of assets 195,465 3,077,576 Contributions and transfers from affiliated entities ( 223,066) ( 940,046) Depreciation and amortization 32,188,321 30,219,877 Forgiveness of physician notes receivable 889,428 1,019,673 Provision for bad debts 58,437,025 49,063,068 Loss on extinguishment of debt 3,163,098 - Increase (decrease) in: Patient accounts receivable ( 58,283,034) ( 50,448,648) Other current assets ( 2,119,312) 4,182,940 Physician notes receivable ( 479,447) ( 1,428,155) Other assets ( 1,968,105) 55,209 Accounts payable 3,343,809 2,017,083 Other accrued expenses 859,666 ( 9,774,539) Estimated third-party payor settlements ( 1,235,945) ( 2,074,297) Net cash provided by operating activities 87,445,735 65,750,824 Cash flows from investing activities: Purchases of property and equipment ( 32,158,292) ( 41,112,158) Proceeds from sale of investments 99,184,602 92,410,259 Purchase of investments (176,738,259) ( 97,024,428) Net cash used by investing activities (109,711,949) ( 45,726,327) 8

23 COMBINED STATEMENTS OF CASH FLOWS, for the years ended June 30, 2016 and Cash flows from financing activities: Issuance of long-term debt $ 103,696,037 $ - Payments on long-term debt ( 32,522,106) ( 3,746,700) Net cash provided (used) by financing activities 71,173,931 ( 3,746,700) Net increase in cash and cash equivalents 48,907,717 16,277,797 Cash and cash equivalents, beginning of year 57,009,116 40,731,319 Cash and cash equivalents, end of year $ 105,916,833 $ 57,009,116 Supplemental disclosure of cash flow information: Cash paid for interest net of capitalized interest in 2016 and 2015 was $5,768,000 and $4,577,000, respectively. See accompanying notes to financial statements. 9

24 NOTES TO COMBINED FINANCIAL STATEMENTS June 30, 2016 and Summary of Significant Accounting Policies Organization Tanner Medical Center, Inc. (Medical Center) is a not-for-profit healthcare system. The Medical Center provides inpatient, outpatient and emergency care services to residents of West Georgia and surrounding areas. Admitting physicians are primarily practitioners in the local area and employed physicians. Tanner Medical Center, Inc. includes the following: Tanner Medical Center/Carrollton, established to provide comprehensive health care services through the operation of a 180-bed acute care hospital and a 21-bed inpatient rehabilitation facility in Carrollton, Georgia. Tanner Medical Center/Villa Rica, established to provide comprehensive health care services through the operation of a 40-bed acute care hospital and Willowbrook at Tanner/Villa Rica, an 82-bed psychiatric facility in Villa Rica, Georgia. Tanner Medical Center/Higgins General Hospital, established to provide comprehensive health care services through the operation of a 25-bed critical access hospital in Bremen, Georgia. Tanner Medical Group, established to operate physician practices in West Georgia and Eastern Alabama. Tanner Medical Center, Inc. is responsible for allocating resources and for approving budgets, major contracts and debt financing for all entities. Principles of Combination The accompanying combined financial statements include the accounts of Tanner Medical Center, Inc., Tanner Medical Center/Carrollton, Tanner Medical Center/Villa Rica, Willowbrook at Tanner/Villa Rica, Tanner Medical Center/Higgins General Hospital, Tanner Medical Group and certain Auxiliary activities. All significant intercompany transactions have been eliminated. 10

25 NOTES TO COMBINED FINANCIAL STATEMENTS, June 30, 2016 and Summary of Significant Accounting Policies, Leases Between Related Entities Effective July 1, 1988, under a plan of reorganization, the Carroll City-County Hospital Authority which owns and previously operated Tanner Medical Center doing business as Tanner Medical Center/Carrollton and Tanner Medical Center/Villa Rica, leased Tanner Medical Center and its related facilities, along with a transfer of all other assets and liabilities, to Tanner Medical Center, Inc., a non-profit corporation which was created to lease and operate Tanner Medical Center and its related facilities for the benefit of the general public. The initial term of the lease is for forty (40) years. The lease was amended in 2008 to extend the term of the lease until Lease payments by Tanner Medical Center, Inc. to the Authority, or to the holder thereof as the Authority may direct, will comprise the debt payment and the note payments affecting the properties. Upon termination of the lease agreement, Tanner Medical Center, Inc., shall reconvey, retransfer and reassign to the Authority the leased premises, plus its assets as then existing subject to such debt or other liabilities as may be applicable thereto. Lease and Transfer Agreement with the Hospital Authority of the City of Bremen and County of Haralson, Georgia During 1998, the Hospital Authority of the City of Bremen and County of Haralson, Georgia entered into a lease and transfer agreement with Tanner Medical Center, Inc. to become effective on October 1, The purpose and intent of the agreement was to transfer control over all the real property, operating assets, and existing Higgins General Hospital operations to Tanner Medical Center, Inc. from the Authority. The original lease was terminated and a new lease was agreed to during the 2002 fiscal year. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 11

26 NOTES TO COMBINED FINANCIAL STATEMENTS, June 30, 2016 and Summary of Significant Accounting Policies, Cash and Cash Equivalents Cash and cash equivalents include certain investments in highly liquid debt instruments with original maturities of three months or less. Allowance For Doubtful Accounts Accounts receivable are reduced by an allowance for doubtful accounts. In evaluating the collectability of accounts receivable, the Medical Center analyzes its past history and identifies trends for each of its major payor sources of revenue to estimate the appropriate allowance for doubtful accounts and provision for bad debts. Management regularly reviews data about these major payor sources of revenue in evaluating the sufficiency of the allowance for doubtful accounts. For receivables associated with services provided to patients who have third-party coverage, the Medical Center analyzes contractually due amounts and provides an allowance for doubtful accounts and a provision for bad debts, if necessary (for example, for expected uncollectible deductibles and copayments on accounts for which the third-party payor has not yet paid, or for payors who are known to be having financial difficulties that make the realization of amounts due unlikely). For receivables associated with self-pay patients (which includes both patients without insurance and patients with deductible and copayment balances due for which third-party coverage exists for part of the bill), the Medical Center records a significant provision for bad debts in the period of service on the basis of its past experience, which indicates that many patients are unable or unwilling to pay the portion of their bill for which they are financially responsible. The difference between the standard rates (or the discounted rates if negotiated) and the amounts actually collected after all reasonable collection efforts have been exhausted is charged off against the allowance for doubtful accounts. The Medical Center s allowance for doubtful accounts for self-pay patients was 97.9% and 97.8% for fiscal years 2016 and 2015, respectively. In addition, the Medical Center s self-pay write-offs increased approximately $5,000,000 from $46,000,000 for fiscal year 2015 to $51,000,000 for fiscal year The increase was a result of an overall increase in revenues for FY 2016, which included uninsured self-pay patients. The Medical Center updated its charity care and insured discount policies during 2016 as discussed in Note 2. The Medical Center does not maintain a material allowance for doubtful accounts from third-party payors, nor did it have significant write-offs from third-party payors. Inventories Inventories are stated at current market prices which approximates lower of cost or market as determined on a first-in, first-out basis. 12

27 NOTES TO COMBINED FINANCIAL STATEMENTS, June 30, 2016 and Summary of Significant Accounting Policies, Assets Limited As To Use Investments in equity securities with readily determinable fair values and all investments in debt securities are measured at fair value on the balance sheet. Investments without a readily determinable fair value are evaluated for the applicability of the cost or equity method. Investments qualifying for the equity method are stated at quoted net asset value of shares held at year end. Investment income or loss (including realized gains and losses on investments, interest and dividends) is included in excess of revenues over expenses unless the income or loss is restricted by donor or law. Unrealized gains and losses on investments are excluded from excess of revenues over expenses unless the investments are trading securities. Assets limited as to use primarily include assets held by trustees under indenture agreements, and designated assets set aside by the Board of Directors for future capital improvements, over which the Board retains control and may at its discretion subsequently use for other purposes. Amounts required to meet current liabilities of the Medical Center have been reclassified on the balance sheet at June 30, 2016 and Property and Equipment Property and equipment acquisitions are recorded at cost. Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method. Equipment under capital lease obligations is amortized on the straight-line method over the shorter period of the lease term or the estimated useful life of the equipment. Such amortization is included in depreciation and amortization in the financial statements. Interest cost incurred on borrowed funds during the period of construction of capital assets is capitalized as a component of the cost of acquiring those assets. The Medical Center did not capitalize any interest during fiscal year ended June 30, Approximately $2,570,000 was capitalized during fiscal year ended June 30, Gifts of long-lived assets such as land, buildings, or equipment are reported as unrestricted support, and are excluded from the excess of revenues over expenses, unless explicit donor stipulations specify how the donated assets must be used. Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted support. Absent explicit donor stipulations about how long those long-lived assets must be maintained, expirations of donor restrictions are reported when the donated or acquired long-lived assets are placed in service. 13

28 NOTES TO COMBINED FINANCIAL STATEMENTS, June 30, 2016 and Summary of Significant Accounting Policies, Goodwill and Intangible Assets Goodwill and intangible assets with indefinite lives are tested for impairment annually and more frequently in the event of an impairment indicator. Intangible assets with definite lives are amortized over their respective estimated useful lives, and reviewed whenever events or circumstances indicate impairment may exist. The Medical Center assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Medical Center determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is required. If the two-step impairment test is determined to be necessary, and in step two the carrying value of a reporting unit s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded. As of June 30, 2016 and 2015, the Medical Center had goodwill and intangible assets of approximately $3,707,000 and $3,636,000, respectively, which is subject to the impairment tests prescribed under the authoritative guidance. In accordance with the accounting standard, the Medical Center has elected June 30 th as its annual impairment assessment date. The Medical Center completed its annual impairment assessment and concluded that no material goodwill or indefinite lived intangible asset impairment charge was required. Beneficial Interest in Net Assets of Foundation The Medical Center accounts for the activities of its related Foundation in accordance with FASB ASC , Not-For-Profit Entities, Financially Interrelated Entities. FASB ASC established reporting standards for transactions in which a donor makes a contribution to a not-for-profit organization which accepts the assets on behalf of or transfers these assets to a beneficiary which is specified by the donor. Tanner Medical Foundation, Inc. accepts assets on behalf of Tanner Medical Center, Inc. Deferred Financing Costs Costs related to the issuance of long-term debt were deferred and are being amortized to interest expense using the straight-line method over the life of the related debt which approximates the effective interest method. 14

29 NOTES TO COMBINED FINANCIAL STATEMENTS, June 30, 2016 and Summary of Significant Accounting Policies, Temporarily and Permanently Restricted Net Assets Temporarily restricted net assets are those whose use by the Medical Center has been limited by donors to a specific time period or purpose. Permanently restricted net assets have been restricted by donors to be maintained by the Medical Center in perpetuity. Excess of Revenues over Expenses The statement of operations includes excess of revenues over expenses. Changes in unrestricted net assets which are excluded from excess of revenues over expenses, consistent with industry practice, include unrealized gains and losses on investments other than trading securities, permanent transfers of assets to and from affiliates for other than goods and services, and contributions of long-lived assets (including assets acquired using contributions which by donor restriction were to be used for the purposes of acquiring such assets.) Net Patient Service Revenue The Medical Center has agreements with third-party payors that provide for payments to the Medical Center at amounts different from its established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered, including estimated retroactive adjustments under reimbursement agreements with third-party payors. Retroactive adjustments are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as final settlements are determined. Charity Care The Medical Center provides care to patients who meet certain criteria under its charity care policy without charge or at amounts less than its established rates. Because the Medical Center does not pursue collection of amounts determined to qualify as charity care, they are not reported as revenue. 15

30 NOTES TO COMBINED FINANCIAL STATEMENTS, June 30, 2016 and Summary of Significant Accounting Policies, Endowments Endowments are provided to the Medical Center on a voluntary basis by individuals and private organizations. Permanent endowments require that the principal or purchasing power of the endowment be retained in perpetuity. If a donor has not provided specific instructions, state law permits the Medical Center s Board of Directors to authorize for expenditure the net appreciation of the investments of endowment funds. Donor Restricted Gifts Unconditional promises to give cash and other assets to the Medical Center are reported at fair value at the date the promise is received. Conditional promises to give and indications to give are reported at fair value at the date the gift is received. The gifts are reported as either temporarily or permanently restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the statement of operations as net assets released from restrictions. Donor restricted contributions whose restrictions are met within the same year as received are reported as unrestricted contributions in the accompanying combined financial statements. Estimated Malpractice and Other Self-Insurance Costs The provisions for estimated medical malpractice claims and other claims under selfinsurance plans include estimates of the ultimate costs for both reported claims and claims incurred, but not reported. Income Taxes The Medical Center is a not-for-profit corporation that has been recognized as tax-exempt pursuant to Section 501(c)(3) of the Internal Revenue Code. The Medical Center applies accounting policies that prescribe when to recognize and how to measure the financial statement effects of income tax positions taken or expected to be taken on its income tax returns. These rules require management to evaluate the likelihood that, upon examination by the relevant taxing jurisdictions, those income tax positions would be sustained. Based on that evaluation, the Medical Center only recognizes the maximum 16

31 NOTES TO COMBINED FINANCIAL STATEMENTS, June 30, 2016 and Summary of Significant Accounting Policies, Income Taxes, benefit of each income tax position that is more than 50% likely of being sustained. To the extent that all or a portion of the benefits of an income tax position are not recognized, a liability would be recognized for the unrecognized benefits, along with any interest and penalties that would result from disallowance of the position. Should any such penalties and interest be incurred, they would be recognized as operating expenses. Based on the results of management s evaluation, no liability is recognized in the accompanying balance sheet for unrecognized income tax positions. Further, no interest or penalties have been accrued or charged to expense as of June 30, 2016 and 2015 or for the years then ended. The Medical Center s tax returns are subject to possible examination by the taxing authorities. For federal income tax purposes, the tax returns essentially remain open for possible examination for a period of three years after the respective filing deadlines of those returns. Tanner Medical Group is part of a tax-exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code. The affiliated business services provided are, however, subject to unrelated business income taxes and a Form 990-T, Exempt Organization Business Income Tax Return is filed for these services. As of 2016 and 2015, Tanner Medical Group has not recorded income tax expense due to net operating losses. Impairment of Long-Lived Assets The Medical Center evaluates on an ongoing basis the recoverability of its assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is required to be recognized if the carrying value of the asset exceeds the undiscounted future net cash flows associated with that asset. The impairment loss to be recognized is the amount by which the carrying value of the longlived asset exceeds the asset s fair value. In most instances, the fair value is determined by discounted estimated future cash flows using an appropriate interest rate. The Medical Center has not recorded any impairment charges in the accompanying combined statements of operations and changes in net assets for the years ended June 30, 2016 and

32 NOTES TO COMBINED FINANCIAL STATEMENTS, June 30, 2016 and Summary of Significant Accounting Policies, Fair Value Measurements FASB ASC 820, Fair Value Measurement and Disclosures defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes the following three levels of inputs that may be used: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets and liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs when there is little or no market data available, thereby requiring an entity to develop its own assumptions. The fair value hierarchy gives the lowest priority to Level 3 inputs. Recently Issued Accounting Pronouncements In 2016, the Medical Center early adopted the provisions of Financial Accounting Standards Board Accounting Standards Update (ASU) No , Interest-Imputation of Interest- Simplifying the Presentation of Debt Issuance Costs. The ASU simplifies the presentation of debt issuance costs by requiring 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. All periods presented in these combined financial statements and notes to the financial statements reflect the new guidance. The reclassification of fiscal year 2015 amounts did not have a material effect on the combined financial statements. Prior Year Reclassifications Certain reclassifications have been made to the fiscal year 2015 combined financial statements to conform to the fiscal year 2016 presentation. These reclassifications had no impact on the change in net assets in the accompanying combined financial statements. 18

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