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Consolidated Financial Statements with Report of Independent Certified Public Accountants Conway Hospital, Inc. and Affiliates September 30, 2012 and 2011

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Page 1: Consolidated Financial Statements with Report of Independent … · 2013. 2. 5. · Audit Tax Advisory Grant ... the overall financial statement presentation. We believe that our

Consolidated Financial Statements with Report of

Independent Certified Public Accountants

Conway Hospital, Inc. and Affiliates

September 30, 2012 and 2011

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Conway Hospital, Inc. and Affiliates

Table of contents

Report of Independent Certified Public Accountants 1-2

Consolidated financial statements:

Balance sheets 3

Statements of operations and changes in net assets 4

Statements of cash flows 5

Notes to consolidated financial statements 6-19

Supplementary information:

Schedule I - Consolidating balance sheet information 20-21

Schedule II - Consolidating statement of operations information 22-23

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Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

Audit Tax Advisory

Grant Thornton LLP 1320 Main Street, Suite 500 Columbia, SC 29201-6208

T 803.231.3100 F 803.231.3057 www.GrantThornton.com

Report of Independent Certified Public Accountants

To the Board of Trustees of Conway Hospital, Inc. and Affiliates:

We have audited the accompanying consolidated balance sheets of Conway Hospital, Inc. and Affiliates (Conway Hospital) as of September 30, 2012 and 2011, and the related consolidated statements of operations and changes in net assets and cash flows for the years then ended. These financial statements are the responsibility of the Hospital’s management. 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 established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Conway Hospital’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Conway Hospital, Inc. and Affiliates as of September 30, 2012 and 2011, and the results of their operations and changes in net assets and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 of the consolidated financial statements, Conway Hospital changed its presentation of the provision for uncollectible accounts as a result of the adoption of Accounting Standards (ASU) 2011-07, “Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities”, effective October 1, 2010.

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Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

2

Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information is presented for purposes of additional analysis, rather than to present the financial position and results of operations of the individual entities, and is not a required part of the consolidated financial statements. Such supplementary 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. These additional procedures included comparing and reconciling the 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 established by the American Institute of Certified Public Accountants. In our opinion, the consolidating information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole.

Columbia, South Carolina January 30, 2013

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Conway Hospital, Inc. and Affiliates 3

Consolidated balance sheets

The accompanying notes are an integral part of these consolidated financial statements.

September 30 2012 2011

$ $

AssetsCurrent assets:Cash and cash equivalents 17,775,434 21,712,964

Assets limited as to use 4,969,461 4,304,938

Accounts receivable:Patients, net of allowances for doubtful accounts of $25,103,000 in 2012 and $24,298,000 in 2011 14,071,694 14,889,615

Other receivables, net 2,692,319 413,564

Supplies inventory 3,098,377 3,277,993

Prepaid expenses 1,371,272 1,817,619

Total current assets 43,978,557 46,416,693

Other receivables 117,815 166,529

Investments in affiliate 458,208 592,122

Beneficial interest in assets held by others 1,330,923 1,327,584

Assets limited as to use 157,324,692 139,597,089

Property and equipment, net 110,770,532 111,950,996

Intangible assets, net 606,049 1,602,181

Total assets 314,586,776 301,653,194

Liabilities and net assetsCurrent liabilities:Payables:

Accounts payable 6,341,405 6,066,248

Estimated third-party payor settlements 5,939,951 5,244,230

Accrued expenses:Employee compensation and benefits 8,160,968 7,415,495

Current portion of long-term debt 2,515,275 2,058,610

Total current liabilities 22,957,599 20,784,583

Long-term debt, net 61,418,260 67,609,239

Interest rate swap liability 9,589,077 8,819,804

Total liabilities 93,964,936 97,213,626

Commitments and contingencies (Note 15)

Unrestricted net assetsNet assets of Conway Hospital 217,793,408 201,634,341

Non-controlling interest 1,497,509 1,477,645

Total unrestricted net assets 219,290,917 203,111,986

Temporarily restricted net assets 561,352 685,823

Permanently restricted net assets 769,571 641,759

Total net assets 220,621,840 204,439,568

Total liabilities and net assets 314,586,776 301,653,194

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Consolidated statements of operations and changes in net assets

The accompanying notes are an integral part of these consolidated financial statements.

For the years ended September 30 2012 2011

$ $

Unrestricted revenue, gains and other support:

Net patient service revenue 189,738,051 181,982,189

Provision for uncollectible accounts (38,275,649) (34,830,627)

Net patient service revenue less provision for uncollectible accounts 151,462,402 147,151,562

Other operating revenues 7,030,443 4,714,942

Net assets change in restrictions for use in operations 3,341 (2,489)

Total unrestricted revenue, gains and other support 158,496,186 151,864,015

Expenses:

Salaries, wages and benefits 90,247,415 85,691,482

Professional fees 11,550,432 10,337,965

Supplies and other 38,860,983 36,392,729

Depreciation and amortization 9,052,177 8,994,036

Interest expense 2,624,286 3,077,551

Total expenses 152,335,293 144,493,763

Operating income 6,160,893 7,370,252

Other income:

Share in net gains of affiliate 336,630 340,618

Investment income 3,215,561 4,063,814

Loss on debt refinancing (1,383,263) -

Unrealized loss on interest rate swap agreement (769,273) (1,845,623)

Excess of unrestricted revenue and gains over expenses 7,560,548 9,929,061

Income attributable to non-controlling interest (830,538) (926,666)

Excess of revenue and gains over expenses attributable from the Hospital 6,730,010 9,002,395

Other changes in unrestricted net assets

Change in net unrealized gain/(loss) on investments 9,008,131 (1,927,701)

Contributions received for capital acquisitions 420,926 129,469

Increases in non-controlling interest 19,864 289,071

Increase in unrestricted net assets 16,178,931 7,493,234

Decrease in temporarily restricted net assets:

Released from restrictions (124,471) (23,286)

Decrease in temporarily restricted net assets (124,471) (23,286)

Increase in permanently restricted net assets:

Increase in beneficial interest in permanently restricted net assets 127,812 20,797

Increase in permanently restricted net assets 127,812 20,797

Increase in total net assets 16,182,272 7,490,745

Net assets, beginning of year 204,439,568 196,948,823

Net assets, end of year 220,621,840 204,439,568

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Consolidated statements of cash flows

For the years ended September 30 2012 2011

$ $

Cash flows from operating activities:

Increase in total net assets 16,182,272 7,490,745

Adjustments to reconcile increase in net assets to net cash provided by operating activities:

Depreciation and amortization 9,052,177 8,994,036

Provision for bad debts 38,275,649 34,830,627

Net realized and unrealized gains on investments (12,456,744) (2,076,292)

Unrealized losses on interest rate swap agreement 769,273 1,845,623

Loss on debt restructuring 1,383,263 496,274

(Gain) Loss on disposal of property and equipment (571,372) 38,767

Share of earnings in affiliates, net of distributions 133,914 47,121

Change in beneficial interests (3,339) 2,489

Change in non-controlling interest (19,864) (289,071)

Changes in operating assets and liabilities:

Receivables (37,457,728) (38,317,908)

Inventories, prepaid expenses, other receivables and estimated third-party payor settlements (1,604,078) (611,467)

Accounts payable and accrued expenses 1,381,400 553,070

Net cash provided by operating activities 15,064,823 13,004,014

Cash flows from investing activities:

Purchases of property and equipment (7,771,540) (6,584,890)

Proceeds from sales of property and equipment 838,464 7,004

Sales of investments and assets limited as to use 3,131,603 18,596,242

Purchases of investments and assets limited as to use (9,066,986) (21,282,961)

Non-controlling interest distributions 19,864 277,748

Net cash used in investing activities (12,848,595) (8,986,857)

Cash flows from financing activities:

Repayment of long-term debt (5,843,386) (3,594,999)

Payments for deferred issuance costs (310,371) (183,095)

Net cash used in financing activities (6,153,757) (3,778,094)

Net (decrease) increase in cash and cash equivalents (3,937,529) 239,063

Cash and cash equivalents, beginning of year 21,712,964 21,473,901

Cash and cash equivalents, end of year 17,775,435 21,712,964

Supplemental cash flow information - Cash paid during the year for interest 2,624,286 3,077,551

Supplemental noncash information - Additions to property and equipment financed through current liabilities 334,951 158,813

Supplemental cash flow information - Advanced refunding of existing bonds and issuance of new bonds

Face value of Series 2011B and 2011A Bonds, respectively 45,855,000 19,510,000

Debt issuance costs - (173,158)

Refunding of Series 2007 and Series 1998 Bonds, respectively (45,855,000) (19,336,842)

- -

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Conway Hospital, Inc. and Affiliates 6

Notes to consolidated financial statements

1 Organization and Summary of Significant Accounting Policies Organization

Conway Hospital, Inc. (Conway Hospital, the Hospital or CHI), located in Conway, South Carolina, is a not-for-profit acute care hospital founded in 1928. The Hospital has 210 licensed beds and provides inpatient, outpatient and emergency care services generally for residents of Horry and surrounding counties. The Hospital is governed by a 15-member self-perpetuating, independent board of directors. Admitting physicians are practitioners in the local area. Conway Hospital Long-Term Care Services, Inc. (Kingston Nursing Center) is an 88-bed nursing facility located in Conway, South Carolina. The Nursing Center was incorporated in 1988. Medical Properties, Inc., a wholly owned for-profit subsidiary of the Hospital, operates ASC Holdings and Carolina Bone & Joint. Conway Hospital Emergency Professional Services (CHEPS) and Conway Hospital Anesthesia Professional Services (CHAPS) were both created to keep better track of emergency and anesthesia services performed by the Hospital. Conway Hospital Community Services, Inc., a wholly owned not-for-profit subsidiary, operates employed physician practices.

Principles of Consolidation

The consolidated financial statements include the accounts of the Hospital, CHEPS, CHAPS and Medical Properties, Inc., which have been consolidated with Conway Hospital Long-Term Care Services, Inc. and Conway Hospital Community Service. Significant intercompany accounts and transactions have been eliminated in consolidation. All entities, collectively referred to herein as the Hospital, are under common control and, accordingly, are presented in the consolidated financial statements.

The Hospital accounts for its non-controlling interest in two entities in accordance with ASC 810, “Consolidation.” Medical Properties, Inc. has a 33.3% ownership interest in a surgery center, Carolina Bone & Joint (CBJ), and a 26.3% interest in a leasing company (ASC Holdings). The leasing company’s sole function is the leasing of a building to the surgery center. The accompanying consolidated balance sheets include the financial assets and liabilities of these entities. Non-controlling interest represents the equity ownership of the variable interest entities not held by the Hospital. The accompanying consolidated statements of operations and changes in net assets and cash flows include the revenues, expenses and cash flows of the entities.

As noted in Note 6, ASC Holdings is indebted to a commercial bank. The proceeds of the financing were used to purchase land, construct a building and to purchase equipment.

Use of Estimates

The preparation of financial statements in conformity 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. In addition to the allowance for doubtful accounts, estimates include third party payor receivables and liabilities, useful lives of capital assets, professional liability and self-insurance accruals.

An allowance for doubtful accounts is provided in an amount equal to the estimated losses to be incurred in the collection of receivables. The allowance is based on historical collection experience and a review of the current aging status of existing receivables.

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Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investment instruments purchased with original maturities of three months or less. The Hospital maintains cash balances in excess of federal government insurance limits. The Hospital has not experienced any losses in such accounts.

The Hospital maintains bank accounts at financial institutions, of which $2,596,756 is covered by Federal Depository Insurance Corporation (FDIC) and the remaining $15,178,678 is in excess of the federally insured limits as of September 30, 2012.

Investments and Assets Limited as to Use

Investments are measured at fair value as of the balance sheet date. Investments are all other-than-trading investments, including investments classified as assets limited as to use. Investment income, including realized gains and losses on investments, dividends and interest from all other investments and cash equivalents, is included in the excess of revenues over expenses. Assets limited as to use include assets set aside by the board for future capital improvements, over which the board retains control and may, at its discretion, subsequently use for other purposes, and assets held by a trustee under indenture agreements. Trusteed assets include unexpended bond funds, amounts paid by the Hospital in accordance with the terms of a trust indenture for semiannual principal and interest payments and replacement of property, plant and equipment.

The Hospital routinely monitors its investment portfolio to assess whether or not any individual investment securities are impaired on an other-than-temporary basis. If any individual security is considered to be impaired, a realized loss is recorded. In assessing whether or not individual securities are impaired, the Hospital considers its intent and ability to hold the security, the length of time the security has been in a loss position and the significance of the loss.

The Hospital’s investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect the investment balances reported in the balance sheets.

Investments in Affiliates

Except for its investments in CBJ and ASC Holdings, which are consolidated, the Hospital applies the equity method of accounting for investments where the Hospital owns between 20% and 50% of the affiliated companies and the cost method for investments where the Hospital owns less than 20% of the affiliated company. The Hospital records its share of earnings or losses related to affiliates accounted for by the equity method or cost method, as appropriate. Fair value of the cost method investment is not estimated, unless an impairment indicator is present. There have been no such indicators for the periods presented.

Inventories

Inventories consist of hospital supplies and pharmaceutical drugs are determined using first in first out (FIFO) basis. Inventories are stated at the lower of weighted average cost or market.

Property and Equipment

Property and equipment are recorded at cost at the date of acquisition or fair value at the date of donation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from 3 to 20 years for furniture and equipment and 10 to 40 years for functional components of buildings. 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. Gains and losses on sales and retirements are included in operating expenses.

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Gifts of long-lived assets such as land, buildings or equipment are reported as unrestricted support, and are excluded from the excess of revenue 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.

Intangible Assets

Intangible assets consist of deferred bond issuance costs and are amortized over the life of the bonds.

Physician Recruitment Loans

Physician recruitment loans consist primarily of income guarantees to new physician practices.

These amounts are capitalized and forgiven according to terms of the contract, which requires the physician to fulfill performance requirements. Loans are amortized straight-line over the life of the loan, which generally ranges from one to two years. These loan balances outstanding are approximately $118,000 and $167,000 at September 30, 2012 and 2011, respectively, and are included in other receivables on the Hospital’s consolidated balance sheets.

Temporarily and Permanently Restricted Net Assets

Temporarily restricted net assets are those whose use by the Hospital 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 Hospital in perpetuity.

Excess of Revenues Over Expenses

The statements of operations and changes in net assets include excess of revenues over expenses. Changes in unrestricted net assets, which are excluded from excess of revenues over expenses, include unrealized gains and temporary losses on investments deemed other than trading, non-controlling interest, 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 Hospital has agreements with third-party payors that provide for payments to the Hospital 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 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.

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In July 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-07, “Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities,” which amends previous guidance on healthcare entities related to the presentation and disclosure requirements for patient-service revenue, provision for bad debts, and the allowance for uncollectible accounts. The statement requires healthcare entities that recognize significant amounts of patient service revenue at the time services are rendered, even though they do not assess the patient’s ability to pay, to change the presentation of their statement of operations and changes in net assets by reclassifying the provision for bad debts associated with patient service revenue from an operating expense to a deduction from patient service revenue. Additionally, those healthcare entities are required to provide enhanced disclosure about their policies for recognizing revenue and assessing bad debts. The standard also requires disclosures of patient service revenue by major payor source as well as qualitative and quantitative information about changes in the allowance for uncollectible accounts. The standard is effective for fiscal years and interim periods beginning after December 31, 2011, with early adoption permitted. The amendments to the presentation of the provision for bad debts related to patient service revenue in the statement of operations and changes in net assets are required to be applied retrospectively to all prior periods presented. The enhanced disclosures are required to be provided in the period of adoption and subsequent reporting periods. The Hospital elected to early adopt the provisions of this statement as of and for the year ended September 30, 2012, and retrospectively applied the presentation requirements to all periods presented. The change in presentation and additional disclosures are reflected in the consolidated statements of operations and changes in net assets and in Note 3. Adoption of the new guidance had no impact on previously reported excess of revenues over expenses or net assets.

Charity Care

The Hospital 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 Hospital does not pursue collection of amounts determined to qualify as charity care, they are not reported as revenue. The Hospital maintains records to identify and monitor the level of charity care it provides. These records include the amount of charges forgone for services and supplies furnished under its charity care policy, the estimated cost of those services and supplies, and equivalent service statistics.

Effective October 1, 2011, The Hospital adopted ASU 2010-23, “Measuring Charity Care for Disclosure,” which amends previous guidance to require healthcare entities to use cost as the measurement basis for charity care disclosures and defines cost as the direct and indirect costs of providing charity care. In Note 2, Charity Care, the amended disclosure requirements are reflected, and the related costs of caring for charity care patients in prior periods have been applied retroactively. Since the new guidance amends disclosure requirements only, its adoption did not impact the Hospital’s statement of financial position, statement of operations, or cash flow statement.

Contributions Received and Contributions Made

Unconditional promises to give cash and other assets to the Hospital are reported at fair value at the date the promise is received. Conditional promises to give, and indications of intentions 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 the purpose of the restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the statements 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 financial statements.

Estimated Malpractice Costs

The provision for estimated medical malpractice claims includes estimates of the ultimate costs for both reported claims and claims incurred, but not reported.

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Income Taxes

The Hospital, Kingston Nursing Center and Conway Hospital Community Service are not-for-profit corporations as described in Section 501(c)(3) of the Internal Revenue Code (the Code) and are exempt from federal income taxes on related income pursuant to Section 501(a) of the Code. CHI has net operating loss carryforwards of approximately $271,000 at September 30, 2012, which begins expiring in 2022. This carryforward is available to reduce future taxable income and taxes payable. CHI has recorded a full valuation allowance on deferred tax assets. Medical Properties, Inc. is a for-profit corporation. At September 30, 2012, Medical Properties, Inc. has recorded income tax expense of approximately $279,000.

Recently Issued Accounting Pronouncements

Accounting Standards Update (ASU) 2011-11 amends ASC 210-20, Balance Sheet: Offsetting, to enhance disclosures about financial instruments and derivative instruments that are either offset in accordance with U.S. Generally Accepted Accounting Principles (GAAP) or are subject to an enforceable master netting arrangement or similar agreement. The additional disclosures will facilitate comparisons between financial statements prepared under International Financial Reporting Standards (IFRS) versus U.S. GAAP. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods and should be applied retrospectively to all comparative periods presented. The Hospital is continuing to evaluate this guidance and will adopt this guidance for fiscal year 2014. As this related only to disclosures, this should not impact results of operations, cash flows or financial position.

2 Charity Care

The Hospital 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 Hospital does not pursue collection of amounts determined to qualify as charity care, they are not reported as revenue. The Hospital maintains records to identify and monitor the level of charity care it provides. These records include the amount of charges forgone for services and supplies furnished under its charity care policy, the estimated cost of those services and supplies, and equivalent service statistics.

The following information measures the level of charity care provided during the years ended September 30:

2012 2011

Charges forgone, based on established rates 18,064,293$ 20,308,683$

Equivalent percentage of charity care patients to patients served 3.91% 4.67%

As discussed previously, ASU 2010-23, “Measuring Charity Care for Disclosure,” was adopted by the Hospital in fiscal year 2012 and was applied retrospectively to fiscal year 2011. This guidance requires health care entities to use cost as the measurement basis for charity care disclosures, with cost defined as the direct and indirect costs of providing charity care. The estimated cost for the Hospital of providing charity services was $3,725,383 and $3,983,022 in fiscal years 2012 and 2011, respectively. These estimates were based on a calculation which applies the ratio of costs to charges to the gross uncompensated charges associated with providing care to charity patients. The ratio of cost to charges is calculated based on the Hospital’s total operating expenses divided by gross patient service revenue.

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3 Net Patient Service Revenue and Accounts Receivable

The Hospital has agreements with third-party payors that provide for payments to the Hospital at amounts different from its established rates. Net patient revenue is presented net of provision for contractual adjustments and other allowances. A summary of the payment arrangement with major third-party payors follows:

Medicare and Medicaid

Inpatient acute-care services rendered to Medicare and Medicaid program beneficiaries are paid at prospectively determined rates per discharge. These rates vary according to a patient classification system that is based on clinical, diagnostic and other factors. Outpatient services rendered to Medicaid program beneficiaries are also paid at prospectively determined rates per discharge. Inpatient nonacute services, certain outpatient services and defined capital and medical education costs related to Medicare beneficiaries are paid based on a cost reimbursement methodology. Medicare outpatient services are reimbursed on a prospective payment system. The Hospital is reimbursed for cost reimbursable items at a tentative rate with final settlement determined after submission of annual cost reports by the Hospital and audits thereof by the Medicare fiscal intermediary. The Hospital’s Medicare and Medicaid cost reports have been audited by the fiscal intermediaries through September 30, 2010.

Under legislation pursuant to federal Medicaid law, the Hospital recognized approximately $7,233,244 and $7,774,093 in 2012 and 2011, respectively, for amounts received from the South Carolina State Health and Human Services Finance Commission for services provided to a disproportionately high number of low income patients. These disproportionate share payments are in addition to regular Medicaid reimbursement amounts and are paid in quarterly lump-sum payments to qualifying facilities that have provided initial matching funds. Payments under this program are subject to audit and final settlements.

Revenue from the Medicare and Medicaid programs accounted for approximately 28% and 16%, respectively, of the Hospital’s net patient revenue for the year ended September 30, 2012, and 31% and 16%, respectively, of the Hospital’s net patient revenue for the year ended September 30, 2011. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term.

The following table sets forth, for the fiscal periods indicated, the Hospital’s net patient service revenue before the provision for uncollectible accounts by major payor:

2012 2011

Medicare 28% 31%

Medicaid 16% 16%

Commercial/managed care/other third-party payors 34% 34%

Self-pay 22% 19%

100% 100%

Patient receivables are reduced by a contra asset account the allowance for uncollectible accounts. In evaluating the collectability of accounts receivable, Conway Hospital, Inc. analyzes its past history and identifies trends for each of its major payor sources of revenues to estimate the appropriate allowance for doubtful accounts. 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, Conway Hospital, Inc. analyzes contractually due amounts and provides an allowance for doubtful accounts, ( 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).

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For receivables associated with self-pay patients (which includes both patients without insurance and patients with deducible and copayment balances due for which third-party coverage exists for part of the bill), Conway Hospital, Inc. 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 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 efforts have been exhausted is charged off against the allowance for doubtful accounts.

The Hospital’s allowance for uncollectible accounts for self-pay patients The Hospital has not changed its charity care or uninsured discount policies during fiscal years 2012 or 2011. The Hospital does not maintain a material allowance for uncollectible accounts from third-party payors, nor did it have significant write-offs from third-party payors.

Other

The Hospital also has entered into payment agreements with certain commercial insurance carriers, health maintenance organizations and preferred provider organizations. The basis for payment to the Hospital under these agreements includes prospectively determined rates per discharge, discounts from established charges and prospectively determined daily rates.

4 Assets Limited as to Use

Assets limited as to use consist of the following:

At September 30, 2012 Amortized Cost

Gross Unrealized

Gains

Gross Unrealized

Losses Fair Value

$ $ $ $

Internally designated for capital improvements:

Cash and cash equivalents 12,954,276 - - 12,954,276

Fixed income securities 93,895,747 2,233,604 (1,920,340) 94,209,011

Equity securities 43,953,900 11,856,067 (679,101) 55,130,866

150,803,923 14,089,671 (2,599,441) 162,294,153

Less - Current portion (4,969,461)

157,324,692

Assets limited as to use consist of the following:

At September 30, 2011Amortized

Cost

Gross Unrealized

Gains

Gross Unrealized

Losses Fair Value

$ $ $ $

Held by trustee under indenture agreements:

U.S. Treasury obligations 3,796,126 - - 3,796,126

Internally designated for capital improvements:

Cash and cash equivalents 6,802,081 - - 6,802,081

Fixed income securities 92,202,606 2,441,076 (1,014,145) 93,629,537

Equity securities 39,612,019 2,286,616 (2,224,352) 39,674,283

142,412,832 4,727,692 (3,238,497) 143,902,027

Less - Current portion (4,304,938)

139,597,089

Assets whose use is limited that are required for obligations classified as current liabilities are reported as current assets.

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Contractual maturities of the Hospital’s assets limited as to use are as follows as of September 30, 2012:

Amortized Cost Fair Value

$ $

Maturing in one year or less 6,116,939 6,012,524

Maturing after one year through three years 18,762,546 18,449,953

Maturing after three years 69,016,262 69,746,534

Total debt securities 93,895,747 94,209,011

Equity securities 43,953,900 55,130,866

Cash and cash equivalents 12,954,276 12,954,276

150,803,923 162,294,153

Investment income consists of the following for the years ended September 30:

2012 2011

$ $

Interest and dividends 3,205,949 4,063,470

Realized gains (losses), net 9,612 344

3,215,561 4,063,814

The Hospital makes a routine evaluation of its various investments to identify specific investments for which sustained unrealized losses had endured such that the losses were considered to be other-than-temporary. Consistent with that determination, no unrealized losses on equity securities were characterized as impaired and reclassified as realized losses in the accompanying consolidated statements of operations and changes in net assets for the years ended September 30, 2012 and 2011. No other-than-temporary impairment charges were recorded for the year ended September 30, 2012. With respect to fixed income securities, no impairment charges have been recorded as management intends and has the ability to hold such securities through maturity.

The total unrealized loss position of equity investments exceeding 12 months or more was $0 at both September 30, 2012 and 2011.

5 Property and Equipment

Property and equipment consists of the following at September 30:

2012 2011

$ $

Land and land improvements 10,668,347 11,091,915

Buildings 113,331,054 112,432,421

Equipment 87,473,754 82,937,540

Construction in progress 1,176,041 41,979

212,649,196 206,503,855

Accumulated depreciation (101,878,664) (94,552,859)

110,770,532 111,950,996

Depreciation expense was approximately $9,020,000 and $8,768,000 for the years ended September 30, 2012 and 2011, respectively.

For the years ended September 30, 2012 and 2011, the Hospital capitalized interest costs of $0 and $3,000, respectively.

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6 Long-term Debt

Long-term debt consists of the following obligations at September 30:

2012 2011

$ $

Hospital Revenue Bonds, Series 2011B, interest payable semi-annually with varying rates from 2.88 to 2.9% 45,410,000 -

Hospital Revenue Bonds, Series 2011A, interest payable semi-annually with varying rates from 2.88 to 2.9% 17,811,391 19,510,000

Hospital Revenue Bonds, Series 2007, interest payable semi-annually with a rate from 2.8 to 3.6% - 49,325,000

Commercial bank notes 712,144 942,154

63,933,535 69,777,154

Less - Unamortized discount - (109,305)

63,933,535 69,667,849

Less - Current portion (2,515,275) (2,058,610)

61,418,260 67,609,239

In September 2011, the Series 2011A Revenue Bonds (Bonds) were issued as advanced refunding of the 1998 Series Bonds and to pay certain costs of issuance. The Series 2011A Bonds are limited obligations of the Horry County, South Carolina (the County), payable by the County solely from the loan repayments to be made by the Hospital. The Bonds are collateralized by a pledge of the Hospital’s revenue and the funds and accounts established under the Bond Indenture. The Hospital is jointly and severally liable for the obligation.

On October 18, 2011, the Series 2011B Revenue Bonds (Bonds) in the amount of $45,855,000 were issued to refinance the 2007 Series Bonds and to pay certain costs of issuance. A loss was recognized related to the refinancing, in the amount of $1,383,000. The Series 2011B Bonds are limited obligations of the Horry County, South Carolina (the County), payable by the County solely from the loan repayments to be made by the Hospital. The Bonds are collateralized by a pledge of the Hospital’s revenue and the funds and accounts established under the Bond Indenture. The Hospital is jointly and severally liable for the obligation.

ASC has a commercial bank note collateralized by certain land and property, and is subject to various restrictive covenants that require the affiliated entities to maintain certain debt service coverage ratios and limit the amount of additional capital expenditures and borrowings. If these affiliated entities fail to make payments on these borrowings, then the Hospital would be expected to repay a portion of the outstanding principal of the loan, up to a maximum amount up to $703,907.

Aggregate maturities of long-term debt, not presented net of discount, for each of the next five years at September 30, 2012, are as follows:

2011B 2011ACommercial Bank Notes Total

$ $ $ $

2013 655,000 1,750,275 110,000 2,515,275

2014 710,000 1,803,511 110,000 2,623,511

2015 730,000 1,858,366 110,000 2,698,366

2016 720,000 1,914,890 110,000 2,744,890

2017 820,000 1,973,132 110,000 2,903,132

Thereafter 41,775,000 8,511,217 162,144 50,448,361

45,410,000 17,811,391 712,144 63,933,535

The Hospital estimates approximately $30,000 in amortization of the deferred financing costs each year over the next five years, related to the debt held as of September 30, 2012.

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7 Derivative Financial Instruments

The Hospital utilizes certain derivative financial instruments to manage its risk related to identified cash flow exposures and such derivatives are entered into for periods consistent with the underlying cash flow exposures. The Hospital does not enter into derivative financial instruments for speculative purposes.

In order to reduce its exposure to fluctuations in interest rates relative to the Series 2007 variable rate bonds, the Hospital entered into a fixed-payor interest rate swap effective October 31, 2007, to enable the Hospital to synthetically hedge a portion of its variable rate interest exposure relative to the bonds. With the issuance of the 2011B Bonds, which were issued to refinance the 2007 Series Bonds, the existing Interest Rate Swap was amended with the following terms: this swap obligates the Hospital to pay the counterparty a fixed rate, on a notional amount equal to 70% of the aggregate amortizing principal amount of the bonds outstanding commencing December 1, 2007, and ending July 1, 2037, equal to approximately 3.6% annually. In return, the counterparty pays the Hospital a variable rate on such notional amount equal to 62.5% of LIBOR plus a fixed spread of 0.31%.

The Hospital records the fair value of the interest rate swap within its consolidated balance sheet and records the annual changes in the fair value of the swap within non-operating expenses in its consolidated statements of operations and changes in net assets. During 2012 and 2011, the Hospital incurred unrealized losses of approximately $769,000 and $1,846,000, respectively, related to the fair value of the interest rate swap and the related liability was $9,589,077 and $8,819,804 at September 30, 2012 and 2011, respectively.

All of the Hospital’s interest rate derivative instruments involve elements of credit and market risk in excess of the amounts recognized in the consolidated financial statements. The counterparty to the financial instruments consists of a major financial institution. The Swap counterparty was rated A+ by Standard & Poor’s and A2 by Moody’s Investors Services as of September 30, 2012. In addition to limiting the amounts of the agreements and contracts it enters into with any one party, the Hospital monitors its positions with and the credit quality of the counterparties to these financial instruments. The Hospital does not anticipate nonperformance by any of the counterparties.

8 Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures,” establishes a framework for measuring fair value. That framework provides a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

That hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Hospital has the ability to access.

Level 2 – Inputs to the valuation methodology include:

- Quoted prices for similar assets or liabilities in active markets;

- Quoted prices for identical or similar assets or liabilities in inactive markets;

- Inputs other than quoted prices that are observable for the asset or liability and

- Inputs derived principally from/corroborated by observable market data by correlation or other means.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The fair value measurement level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

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The following table sets forth the level, within the fair value hierarchy, Conway Hospital’s financial instruments at fair value using the market approach as of September 30, 2012:

Level 1 Level 2 Level 3 Total

$ $ $ $

Cash and cash equivalents 12,954,276 - - 12,954,276

Fixed income securities - 94,209,011 - 94,209,011

Equity securities 55,130,866 - - 55,130,866

Assets at fair value 68,085,142 94,209,011 - 162,294,153

Derivative instruments, swaps (9,589,077) (9,589,077)

Liabilities at fair value (9,589,077) (9,589,077)

The following table sets forth the level, within the fair value hierarchy, Conway Hospital’s financial instruments at fair value using the market approach as of September 30, 2011:

Level 1 Level 2 Level 3 Total

$ $ $ $

U.S. Treasury obligations - 3,796,126 - 3,796,126

Cash and cash equivalents 6,802,081 - - 6,802,081

Fixed income securities - 93,629,537 - 93,629,537

Equity securities 39,674,283 - - 39,674,283

Assets at fair value 46,476,364 97,425,663 - 143,902,027

Derivative instruments, swaps (8,819,804) (8,819,804)

Liabilities at fair value - (8,819,804) - (8,819,804)

9 Operating Leases

The Hospital leases various office and medical equipment under noncancelable operating leases for one- to five-year terms. Rental expense for all operating leases totaled approximately $887,000 and $1,356,000 for the years ended September 30, 2012 and 2011, respectively.

Future minimum lease payments for leases having remaining noncancelable terms in excess of one year are:

AmountFor the year ending September 30: $

2013 904,298

2014 856,100

2015 862,784

2016 881,674

2017 905,330

Thereafter 456,307

4,866,493

10 Employee Benefit Plans

The Hospital has a noncontributory defined contribution money purchase pension plan covering substantially all employees. Generally, employees who are 18 years of age or older, have completed one year of service and have worked 1,000 hours are eligible to participate in the plan. The Hospital contributes at the end of each plan year (December 31) an amount equal to 5% of each participant’s compensation for the preceding plan year. The Hospital contributions in 2012 and 2011 were approximately $2,203,000 and $2,211,000, respectively.

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The Hospital provides a tax deferred annuity plan under Section 403(b) of the Internal Revenue Code. All employees who are 18 years of age or older may elect to defer a portion of their compensation under the plan. The Hospital does not contribute to this plan.

11 Investment in Affiliates

The Hospital’s investment in affiliates consists primarily of the following:

30% interest in Coastal Home Care, a provider of home health services and durable medical equipment

Approximately 2% of Premier Purchasing Partners, LP, a large healthcare alliance

The unaudited financial information of the Hospital’s affiliate Coastal Home Care is as follows as of and for the years ended September 30:

2012 2011

$ $

Total assets 1,039,793 1,084,936

Total liabilities 9,497 15,245

Total net assets 1,030,296 1,069,692

Total revenues 2,060,558 2,157,133

Net income 806,239 834,272

The following table summarizes the combined activity of the Hospital’s investment in affiliates for the years ended September 30:

2012 2011

$ $

Balances, beginning of year 592,122 639,240

Current year capital distributions (776,241) (1,038,744)

Share of current year income of affiliates, net 642,327 991,626

Balances, end of year 458,208 592,122

The Hospital has a primary guarantee of payment and performance of the debt of the affiliated entity ASC Holdings, which has a bank loan of approximately $942,000 for capital projects. If this entity fails to make payments on its borrowings, then the Hospital would be expected to pay up to 26% of outstanding balances owed. The guarantee expires in March 2013. Equipment and property serve as collateral for this loan. The loan is subject to various restrictive covenants that require the affiliated entity to maintain certain debt service coverage ratios and limit the ability to make additional capital expenditures.

12 Concentrations of Credit Risk

Financial instruments that potentially subject the Hospital to concentrations of credit risk consist principally of temporary cash investments and patient receivables. At September 30, 2012 and 2011, substantially all cash and cash equivalents were maintained by a single financial institution. Management believes the credit risk related to these deposits is minimal.

The Hospital provides services to patients without collateral or other proof of ability to pay. An allowance for uncollectible accounts is provided in an amount equal to the estimated losses to be incurred in collection of the receivables. The allowance is based on historical collection experience and a review of the current status of the existing receivables.

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The mix of receivables from patients and third-party payors was as follows at September 30:2012 2011

Medicare 30% 31%

Medicaid 12% 11%

Other third-party payors 17% 16%

Patients 41% 42%

100% 100%

13 Medical Malpractice Insurance

The Hospital participates in a multi-provider captive for professional and general liability insurance coverage on a claims-made basis. The Hospital’s premiums are accrued based on the experience to date of the participating health care providers. The Hospital would be subject to retroactive premium adjustments should the captive’s loss experience exceed premiums. The Hospital has an irrevocable letter of credit in favor of the captive at September 30, 2012, of approximately $580,000, which expires in October 2016. There were no borrowings under the letter of credit at September 30, 2012. Accruals for incurred but not reported claims totaled approximately $890,000 and $873,000 at September 30, 2012 and 2011, respectively.

At September 30, 2012, management is not aware of significant claims, including any unasserted claims or incidents that might lead to significant claims, that are not adequately covered by insurance or estimated liabilities recorded or that would have a material adverse effect on the financial position of the Hospital.

Effective October 1, 2011, the Hospital adopted ASU 2010-24, “Presentation of Insurance Claims and Related Insurance Recoveries,” which amends previous guidance to require healthcare entities to record medical malpractice claims and similar liabilities and their anticipated insurance recoveries on a gross basis. This had no effect on the results of operations, cash flows or financial position as all insurance recoveries and related liabilities were previously recorded at gross.

14 Related Foundation

Conway Hospital Foundation, Inc. (the Foundation) is an independent foundation, which was established for the purpose of fostering, supporting and initiating activities for the advancement of the health care objectives of Conway Hospital, Inc. and/or its affiliated organizations and other health care needs in Horry County and the surrounding areas.

At September 30, 2012 and 2011, the Foundation had total assets of $3,382,229 and $3,016,292, respectively (unaudited), and total net assets of $3,368,255 and $3,013,803, respectively (unaudited).

All of the temporarily restricted and permanently restricted net assets of the Hospital as of September 30, 2012 and 2011 are related to assets held by the Foundation for the benefit of the Hospital.

15 Commitments and Contingencies

The health care industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation and government health care program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by health care providers.

Violations of these laws and regulations could result in expulsion from government health care programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Hospital is in compliance with fraud and abuse as well as other applicable government laws and regulations; however, the possibility for future governmental review and interpretation exists.

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16 Fair Value of Financial Instruments

The carrying amount reported in the accompanying balance sheets for cash and cash equivalents, investments and assets limited as to use, accounts receivable, accounts payable, accrued expenses and estimated third-party payor settlements, approximates fair value.

Fair values of the Hospital’s revenue bonds are based on current traded value. The fair value of the Hospital’s remaining long-term debt is estimated using discounted cash flow analyses, based on the Hospital’s current incremental borrowing rates for similar types of borrowing arrangements. The fair values of the Hospital’s revenue bonds were approximately $63,221,000 and $68,835,000 at September 30, 2012 and 2011, respectively.

17 Functional Expenses

The Hospital provides general health care services to residents within its geographic location. Expenses related to providing these services for the years ended September 30 are as follows:

2012 2011

$ $

Health care services 110,850,024 105,023,483

General and administrative 41,485,268 39,470,280

152,335,292 144,493,763

18 Subsequent Events

As required by ASC 855, “Subsequent Events,” management of Conway Hospital has evaluated events that occurred between October 1, 2012, and January 30, 2013, to determine whether any of those events required recognition or disclosure in the 2012 financial statements. Other than the matter noted below, Conway Hospital is not aware of any subsequent events that would require recognition or disclosure in the financial statements.

On November 1, 2012, the Series 2011B Variable Bank Placement was refinanced with Public Fixed Rate Debt. The Series 2011B bonds were issued to refinance the 2007 Series Bonds. This 2012 refinancing created and authorized to be issued an amended and restated series of Notes. These series of Notes are dated November 1, 2012 and are issued in the form of a single registered note designated as “$44,790,000 Conway Hospital Inc., Series 3 Note”. As of the reissuance date of November 1, 2012 there is $44,790,000 of Bonds outstanding of the Bond Indenture. The Bonds are collateralized by a pledge of the Hospital’s revenue and the funds and accounts established under the Bond Indenture. The Hospital is jointly and severally liable for the obligation. The new issue locked in an all-in interest cost of 4.03% and did not require a debt service reserve fund or any new financial covenants. Interest on the bonds is payable semiannually on January 1 and July 1 of each year. The first interest payment was due on January 1, 2013. The bonds will bear interest from their date of issuance. The existing fixed payer swap was left in place until such time it is evaluated for possible termination.

Aggregate maturities of the November 1, 2012 reissuance, not presented net of discount, for each of the next five years are as follows:

$

2013 730,000

2014 620,000

2015 640,000

2016 655,000

2017 685,000

Thereafter 41,460,000

44,790,000

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Schedule I — Consolidating balance sheet information

September 30, 2012Conway

Hospital, Inc.

Conway Hospital

Long-term Care Services, Inc.

Medical Properties, Inc.

Conway Hospital

Community Services, Inc.

Conway Hospital

Anesthesia Professional

Services

Conway Hospital

Emergency Professional

Services Eliminations Consolidated

$ $ $ $ $ $ $ $

Assets

Current assets:

Cash and cash equivalents 15,505,586 352,233 841,765 581,754 245,637 248,459 - 17,775,434

Assets limited as to use 4,969,461 - - - - - - 4,969,461

Accounts receivable:

Patients, net of allowances 12,246,999 509,480 238,158 170,272 70,504 836,281 - 14,071,694

Other receivables, net 2,573,427 - 119,037 (145) - - - 2,692,319

Supplies inventory 2,766,172 13,969 318,236 - - - - 3,098,377

Prepaid expenses 1,240,990 25,911 72,149 32,222 - - - 1,371,272

Total current assets 39,302,635 901,593 1,589,345 784,103 316,141 1,084,740 - 43,978,557

Other receivables 117,815 - - - - - - 117,815

Investments in affiliates 458,208 - - - - - - 458,208

Beneficial interest in assets held by others 1,330,923 - - - - - - 1,330,923

Assets limited as to use 157,324,692 - - - - - - 157,324,692

Property and equipment, net 96,373,285 1,243,356 7,801,345 5,836,119 - - (483,573) 110,770,532

Intangible assets, net 456,049 - 150,000 - - - - 606,049

Intercompany investments and receivables 50,590,326 - - - - - (50,590,326) -

Total assets 345,953,933 2,144,949 9,540,690 6,620,222 316,141 1,084,740 (51,073,899) 314,586,776

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Schedule I — Consolidating balance sheet information (cont’d)

See accompanying report of independent certified public accountants.

September 30, 2012Conway

Hospital, Inc.

Conway Hospital Long-term Care

Services, Inc.

Medical Properties,

Inc.

Conway Hospital

Community Services, Inc.

Conway Hospital

Anesthesia Professional

Services

Conway Hospital

Emergency Professional

Services Eliminations Consolidated

$ $ $ $ $ $ $ $

Liabilities and net assets

Current liabilities:

Payables:

Accounts payable 5,894,888 47,157 137,913 223,549 7,955 29,943 - 6,341,405

Estimated third-party payor settlements 5,715,859 224,092 - - - - - 5,939,951

Accrued expenses:

Employee compensation and benefits 6,397,191 433,948 130,220 793,264 406,345 - - 8,160,968

Current portion of long-term debt 2,405,275 - 110,000 - - - - 2,515,275

Total current liabilities 20,413,213 705,197 378,133 1,016,813 414,300 29,943 - 22,957,599

Deferred gain 483,573 (483,573) -

Due to Conway Hospital, Inc. - 3,111,563 3,466,010 24,593,651 10,226,515 1,136,034 (42,533,773) -

Long-term debt, net 60,824,273 - 593,987 - - - - 61,418,260

Interest rate swap liability 9,589,077 - - - - - - 9,589,077

Total liabilities 91,310,136 3,816,760 4,438,130 25,610,464 10,640,815 1,165,977 (43,017,346) 93,964,936

Net assets (deficit) and shareholders’ equity:

Net assets (deficit), unrestricted 253,312,873 (6,123,313) - (18,990,242) (10,324,673) (81,237) - 217,793,408

Shareholders’ equity:

Additional paid-in-capital - 4,451,502 3,323,292 - - - (7,774,794) -

Common stock - - 1,000 - - - (1,000) -

Accumulated deficit - - 280,759 - - - (280,759) -

Non-controlling interest - - 1,497,509 - - - - 1,497,509

Total unrestricted net assets 253,312,873 (1,671,811) 5,102,560 (18,990,242) (10,324,673) (81,237) (8,056,553) 219,290,917

Temporarily restricted net assets 561,352 - - - - - - 561,352

Permanently restricted net assets 769,571 - - - - - - 769,571

Total net assets 254,643,796 (1,671,811) 5,102,560 (18,990,242) (10,324,673) (81,237) (8,056,553) 220,621,840

Total liabilities, net assets (deficit) and shareholders’ equity 345,953,932 2,144,949 9,540,690 6,620,222 316,142 1,084,740 (51,073,899) 314,586,776

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Schedule II — Consolidating statement of operations information

For the year ended September 30, 2012

ConwayHospital,

Inc.

Conway Hospital

Long-term Care

Services, Inc.

Medical Properties,

Inc.

Conway Hospital

Community Services, Inc.

Conway Hospital

Anesthesia Professional

Services

Conway Hospital

Emergency Professional

Services Eliminations Consolidated

$ $ $ $ $ $ $ $

Unrestricted revenue, gains and other support:

Net patient service revenue 156,783,027 6,389,263 5,722,820 8,450,202 1,418,635 10,974,104 - 189,738,051

Provision for bad debts (31,472,044) - (144,638) (1,643) (105,242) (6,552,082) - (38,275,649)

Net patient service revenues less provision for bad debts 125,310,983 6,389,263 5,578,182 8,448,559 1,313,393 4,422,022 151,462,402

Other operating revenue 5,890,248 28,416 1,378,963 972,805 - - (1,239,989) 7,030,443

Net assets released from restrictions for use in operations 3,341 - - - - - - 3,341

Total unrestricted revenue, gains and other support 131,204,572 6,417,679 6,957,145 9,421,364 1,313,393 4,422,022 (1,239,989) 158,496,186

Expenses:

Salaries, wages and benefits 66,226,764 4,664,055 1,573,516 10,654,669 3,348,407 4,091,020 (311,016) 90,247,415

Professional fees 9,910,588 597,637 78,831 1,012,302 70,368 424,974 (544,268) 11,550,432

Supplies and other 32,762,316 913,943 3,565,268 1,943,105 52,684 8,372 (384,705) 38,860,983

Depreciation and amortization 7,838,514 225,283 508,210 480,170 - - - 9,052,177

Interest expense 2,515,902 93,556 14,828 - - - - 2,624,286

Total expenses 119,254,084 6,494,474 5,740,653 14,090,246 3,471,459 4,524,366 (1,239,989) 152,335,293

Operating income (loss) 11,950,488 (76,795) 1,216,492 (4,668,882) (2,158,066) (102,344) - 6,160,893

Other income:

Share in net gains of affiliates 336,630 - - - - - - 336,630

Investment income 3,215,458 4 - 99 - - - 3,215,561

Loss on debt refinancing (1,383,263) - - - - - - (1,383,263)

Unrealized loss on interest rate swap agreement (769,273) - - - - - - (769,273)

Excess of unrestricted revenue and gains over (under) expenses 13,350,040 (76,791) 1,216,492 (4,668,783) (2,158,066) (102,344) - 7,560,548

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Schedule II — Consolidating statement of operations information (cont’d)

See accompanying report of independent certified public accountants.

For the year ended September 30, 2012Conway

Hospital, Inc.

Conway Hospital

Long-term Care Services, Inc.

Medical Properties, Inc.

Conway Hospital

Community Services, Inc.

Conway Hospital

Anesthesia Professional

Services

Conway Hospital

Emergency Professional

Services Eliminations Consolidated

$ $ $ $ $ $ $ $

Income applicable to non-controlling interests - - (830,538) - - - - (830,538) Excess of unrestricted revenue and gains over (under) expenses from the Hospital 13,350,040 (76,791) 385,954 (4,668,783) (2,158,066) (102,344) - 6,730,010

Increase in net unrealized gains on investments 9,008,131 - - - - - - 9,008,131

Contributions received for capital acquisitions 420,926 - - - - - - 420,926

Increases in non-controlling interest - - 19,864 - - - - 19,864

Increase in unrestricted net assets 22,779,097 (76,791) 405,818 (4,668,783) (2,158,066) (102,344) - 16,178,931

Decreases in temporarily restricted net assets:

Released from restrictions (124,471) - - - - - - (124,471)

Decrease in temporarily restricted net assets (124,471) - - - - - - (124,471)

Increases in permanently restricted net assets:

Change in beneficial interest in permanently restricted net assets 127,812 - - - - - - 127,812

Increase in permanently restricted net assets 127,812 - - - - 127,812

Increase in total net assets 22,782,438 (76,791) 405,818 (4,668,783) (2,158,066) (102,344) - 16,182,272