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LIFEBRIDGE HEALTH, INC. and SUBSIDIARIES Consolidated

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LIFEBRIDGE HEALTH, INC. and SUBSIDIARIES Consolidated LIFEBRIDGE HEALTH, INC. AND SUBSIDIARIES Consolidated Financial Statements and Supplementary Financial Information June 30, 2020 and 2019 (With Independent Auditors’ Report Thereon) LIFEBRIDGE HEALTH, INC. AND SUBSIDIARIES Table of Contents Page Independent Auditors’ Report 1 Consolidated Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Operations 5 Consolidated Statements of Changes in Net Assets 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements 9 Supplementary Financial Information Schedule 1 – Consolidating Balance Sheet Information 52 Schedule 2 – Consolidating Statement of Operations Information 54 KPMG LLP 750 East Pratt Street, 18th Floor Baltimore, MD 21202 Independent Auditors’ Report The Board of Directors LifeBridge Health, Inc. and Subsidiaries: We have audited the accompanying consolidated financial statements of LifeBridge Health, Inc. and subsidiaries, which comprise the consolidated balance sheets as of June 30, 2020 and 2019, and the related consolidated statements of operations, changes in net assets, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated 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 entity’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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of LifeBridge Health, Inc. and subsidiaries as of June 30, 2020 and 2019, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. Supplementary Information Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The supplementary information included in Schedules 1 and 2 is presented for purposes of additional analysis and is not a required part of the consolidated 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 consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. October 22, 2020 2 LIFEBRIDGE HEALTH, INC. AND SUBSIDIARIES Consolidated Balance Sheets June 30, 2020 and 2019 (Dollars in thousands) Assets 2020 2019 Current assets: Cash and cash equivalents $ 251,832 167,802 Investments 470,176 219,672 Assets limited as to use, current portion 81,346 39,733 Patient service receivables 151,707 171,245 Other receivables 10,253 21,216 Inventory 44,020 34,280 Prepaid expenses 22,683 22,237 Pledges receivable, current portion 3,386 2,841 Total current assets 1,035,403 679,026 Board-designated investments 191,964 213,856 Long-term investments 398,330 382,848 Donor-restricted investments 58,174 56,508 Reinsurance recovery receivable 11,138 21,401 Assets limited as to use, net of current portion 68,743 59,955 Pledges receivable, net of current portion 7,681 7,567 Property and equipment, net 714,010 672,491 Beneficial interest in split-interest agreement 4,792 4,997 Investment in unconsolidated affiliates 41,450 47,701 Other assets, net 82,816 77,461 Total assets $ 2,614,501 2,223,811 3 (Continued) LIFEBRIDGE HEALTH, INC. AND SUBSIDIARIES Consolidated Balance Sheets June 30, 2020 and 2019 (Dollars in thousands) Liabilities and Net Assets 2020 2019 Current liabilities: Accounts payable and accrued liabilities $ 115,082 106,640 Accrued salaries, wages and benefits 110,853 94,250 Advances from third-party payors 235,588 36,772 Current portion of long-term debt and capital lease obligations, net 24,501 14,957 Other current liabilities 41,129 29,377 Total current liabilities 527,153 281,996 Other long-term liabilities 178,107 141,448 Long-term debt and capital lease obligations, net 592,211 537,831 Total liabilities 1,297,471 961,275 Net assets: Net assets without donor restrictions 1,222,796 1,170,838 Noncontrolling interest in consolidated subsidiaries 20,201 19,785 Total net assets without donor restrictions 1,242,997 1,190,623 Net assets with donor restrictions 74,033 71,913 Total net assets 1,317,030 1,262,536 Total liabilities and net assets $ 2,614,501 2,223,811 See accompanying notes to consolidated financial statements. 4 LIFEBRIDGE HEALTH, INC. AND SUBSIDIARIES Consolidated Statements of Operations Years ended June 30, 2020 and 2019 (Dollars in thousands) 2020 2019 Unrestricted revenues, gains and other support: Patient service revenue $ 1,532,608 1,521,903 Net assets released from restrictions used for operations 3,955 4,101 Other operating revenue 125,642 84,391 Total operating revenues 1,662,205 1,610,395 Expenses: Salaries and employee benefits 928,375 868,537 Supplies 263,453 267,679 Purchased services 286,696 276,338 Depreciation and amortization 89,160 86,949 Repairs and maintenance 31,660 27,448 Interest 25,430 26,312 Total expenses 1,624,774 1,553,263 Operating income 37,431 57,132 Other income (loss), net: Investment income 37,815 42,019 Other 6,684 2,037 Loss on refinancing of debt (2,954) — Total other income, net 41,545 44,056 Excess of revenues over expenses 78,976 101,188 Net assets released from restrictions used for the purchases of property and equipment 1,647 3,533 Net change in value of beneficial interest in split-interest agreement 210 224 Adjustment to pension liability (26,795) (32,548) Other (1,664) (6,866) Increase in unrestricted net assets $ 52,374 65,531 See accompanying notes to consolidated financial statements. 5 LIFEBRIDGE HEALTH, INC. AND SUBSIDIARIES Consolidated Statements of Changes in Net Assets Years ended June 30, 2020 and 2019 (Dollars in thousands) Without donor With donor Total restrictions restrictions net assets Net assets at June 30, 2018 $ 1,125,092 72,676 1,197,768 Excess of revenues over expenses 101,188 — 101,188 Unrealized gain on investments — 303 303 Net assets released from restrictions used for the purchase of property and equipment 3,533 (3,533) — Restricted gifts and bequests — 6,826 6,826 Net assets released from restrictions used for operations — (4,101) (4,101) Net change in value of beneficial interest in split-interest agreement 224 (298) (74) Adjustment to pension liability (32,548) — (32,548) Other (6,866) 40 (6,826) Change in net assets 65,531 (763) 64,768 Net assets at June 30, 2019 1,190,623 71,913 1,262,536 Excess of revenues over expenses 78,976 — 78,976 Unrealized gain on investments — 476 476 Net assets released from restrictions used for the purchase of property and equipment 1,647 (1,647) — Restricted gifts and bequests — 7,384 7,384 Net assets released from restrictions used for operations — (3,955) (3,955) Net change in value of beneficial interest in split-interest agreement 210 (187) 23 Adjustment to pension liability (26,795) — (26,795) Other (1,664) 49
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