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The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes.

Key Takeaway: Community Health Systems, Inc. completed a significant asset sale of its Bravera Health hospitals for approximately $294 million in cash on December 1, 2023. The transaction involves the divestment of three hospitals in Florida, with the resulting financial statements providing adjusted pro forma data. Although the pro forma statements illustrate expected impacts, they are subject to considerable uncertainties, and the actual future results may vary significantly from projections. Additionally, the outcomes of divesting these operations are not yet fully known, raising questions about future financial performance.

Market Sentiment Analysis

POSITIVE FACTORS

  • Transaction completed, securing $294 million in cash.
  • Pro forma financial statement aids in understanding transaction's impact.
  • Clear adjustments help in presenting ongoing operations.
  • Increased assets on the balance sheet reflecting transaction benefits.

CONCERNS & RISKS

  • Pro forma statements may not accurately predict future conditions.
  • Factors affecting actual adjustments may differ materially.
  • Divested units may create operational uncertainties.
  • Net loss attributable to stockholders increased due to adjustments.

Full Press Release Details

COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 24, 2023, certain subsidiaries of the Company entered into a definitive asset purchase agreement, as amended (the Purchase Agreement ) with Florida Health Sciences Center, Inc., a Florida non-profit corporation, and certain of its affiliates, providing for the sale of substantially all of the assets, and the assumption of certain liabilities, related to the following acute care hospitals (and certain related businesses): Bravera Health Brooksville (120 licensed beds) in Brooksville, Florida, Bravera Health Seven Rivers (128 licensed beds) in Crystal River, Florida, and Bravera Health Spring Hill (124 licensed beds) in Spring Hill, Florida, (collectively, the Bravera Health hospitals ) (the Transaction ). On December 1, 2023, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to the Company in connection with the Transaction at a preliminary closing on November 30, 2023, after giving effect to estimated working capital and purchase price adjustments, was approximately $294 million in cash.
The Company has determined that the operations of the Bravera Health hospitals that were divested in the Transaction do not meet the definition of discontinued operations pursuant to Financial Accountings Standards Board Accounting Standards Codification 205 (ASC 205), Presentation of Financial Statements.
The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the disposition of the Bravera Health hospitals had occurred as of September 30, 2023. The estimated gain on sale in connection with the Transaction is reflected in the unaudited pro forma condensed balance sheet within accumulated deficit.
The accompanying unaudited pro forma condensed consolidated statements of (loss) income for the nine months ended September 30, 2023 and the year ended December 31, 2022 (collectively, the Pro Forma Periods ) include certain pro forma adjustments to illustrate the estimated effect of the Company's disposition, as if the Transaction had occurred on January 1, 2022. The amounts included in the historical columns represent the Company's historical balance sheet and statements of (loss) income for the respective Pro Forma Periods presented.
The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States ( GAAP ). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the Transaction, as if management's actions were carried out in previous reporting periods.
The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented and in the opinion of the Company's management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had events reflected been completed as of the dates indicated, and may not be useful in predicting the impact of the Transaction on the future financial condition and results of operations of the Company due to a variety of factors. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read in conjunction with the Company's financial statements for the three and nine months ended September 30, 2023, included in the Company's Quarterly Report on Form 10-Q filed on October 26, 2023, and the Company's financial statements for the year ended December 31, 2022, included in the Company's Annual Report on Form 10-K filed on February 15, 2023.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(In millions)
September 30, 2023
Pro Forma
As Reported Adjustments Pro Forma
ASSETS
Current assets
Cash and cash equivalents $ 91 $ 294 a $ 385
Patient accounts receivable 2,160 - 2,160
Supplies 325 - 325
Prepaid income taxes 98 - 98
Prepaid expenses and taxes 249 - 249
Other current assets 325 (12 ) b 313
Total current assets 3,248 282 3,530
Property and equipment 9,367 - 9,367
Less accumulated depreciation and amortization (4,207 ) - (4,207 )
Property and equipment, net 5,160 - 5,160
Goodwill 3,943 - 3,943
Deferred income taxes 49 - 49
Other assets, net 2,274 (224 ) b 2,050
Total assets $ 14,674 $ 58 $ 14,732
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Current maturities of long-term debt $ 22 $ - $ 22
Current operating lease liabilities 121 - 121
Accounts payable 837 - 837
Accrued liabilities:
Employee compensation 513 - 513
Accrued interest 184 - 184
Other 472 (14 ) b 458
Total current liabilities 2,149 (14 ) 2,135
Long-term debt 11,820 - 11,820
Deferred income taxes 344 11 c 355
Long-term operating lease liabilities 560 - 560
Other long-term liabilities 694 - 694
Total liabilities 15,567 (3 ) 15,564
Redeemable noncontrolling interests in equity of consolidated subsidiaries 329 - 329
STOCKHOLDERS ' DEFICIT
Community Health Systems, Inc. stockholders' deficit:
Preferred stock - - -
Common stock 1 - 1
Additional paid-in capital 2,170 - 2,170
Accumulated other comprehensive loss (23 ) - (23 )
Accumulated deficit (3,611 ) 61 d (3,550 )
Total Community Health Systems, Inc. stockholders' deficit (1,463 ) 61 (1,402 )
Noncontrolling interests in equity of consolidated subsidiaries 241 - 241
Total stockholders ' deficit (1,222 ) 61 (1,161 )
Total liabilities and stockholders ' deficit $ 14,674 $ 58 $ 14,732
Unaudited Pro Forma Condensed Consolidated Statement of Loss
(In millions, except per share amounts)
Nine Months Ended September 30, 2023
Pro Forma
As Reported Adjustments Pro Forma
Net operating revenues $ 9,308 $ (228 ) e $ 9,080
Operating costs and expenses:
Salaries and benefits 4,040 (90 ) e 3,950
Supplies 1,499 (36 ) e 1,463
Other operating expenses 2,524 (62 ) e 2,462
Lease cost and rent 240 (5 ) e 235
Depreciation and amortization 384 (11 ) e 373
Impairment and (gain) loss on sale of businesses, net (9 ) - (9 )
Total operating costs and expenses 8,678 (204 ) e 8,474
Income from operations 630 (24 ) 606
Interest expense, net 621 - 621
Equity in earnings of unconsolidated affiliates (5 ) - (5 )
Income (loss) before income taxes 14 (24 ) (10 )
Provision for income taxes 84 (5 ) c 79
Net loss (70 ) (19 ) (89 )
Less: Net income attributable to noncontrolling interests 110 - 110
Net loss attributable to Community Health Systems,
Inc. stockholders $ (180 ) $ (19 ) $ (199 )
Loss per share attributable to Community
Health Systems, Inc. stockholders:
Basic $ (1.38 ) $ (1.53 )
Diluted $ (1.38 ) $ (1.53 )
Weighted-average number of shares outstanding:
Basic 130 130
Diluted 130 130
Unaudited Pro Forma Condensed Consolidated Statement of Income
(In millions, except per share amounts)
Year Ended December 31, 2022
Pro Forma
As Reported Adjustments Pro Forma
Net operating revenues $ 12,211 $ (271 ) e $ 11,940
Operating costs and expenses:
Salaries and benefits 5,330 (107 ) e 5,223
Supplies 1,975 (43 ) e 1,932
Other operating expenses 3,336 (84 ) e 3,252
Depreciation and amortization - - -
Lease cost and rent 317 (6 ) e 311
Pandemic relief funds (173 ) 8 e (165 )
Depreciation and amortization 534 (16 ) e 518
Impairment and (gain) loss on sale of businesses, net 71 (72 ) d (1 )
Total operating costs and expenses 11,390 (320 ) 11,070
Income from operations 821 49 870
Interest expense, net 858 - 858
Gain from early extinguishment of debt (253 ) - (253 )
Gain from CoreTrust transaction (119 ) - (119 )
Equity in earnings of unconsolidated affiliates (14 ) - (14 )
Income before income taxes 349 49 398
Provision for income taxes 170 6 c, d 176
Net income 179 43 222
Less: Net income attributable to noncontrolling interests 133 - 133
Net income attributable to Community Health Systems,
Inc. stockholders $ 46 $ 43 $ 89
Earnings per share attributable to Community
Health Systems, Inc. stockholders:
Basic $ 0.35 $ 0.69
Diluted $ 0.35 $ 0.68
Weighted-average number of shares outstanding:
Basic 129 129
Diluted 130 130
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:
a)Adjustment represents cash consideration received from the sale of the Bravera Health hospitals of approximately $294 million.
b)Adjustments represent the elimination of assets and liabilities held for sale attributable to the Bravera Health hospitals.
c)Adjustments represent the impact to income taxes associated with the sale of the Bravera Health hospitals. The benefit for the nine months ended September 30, 2023 relates to the elimination of revenues, costs and expenses set forth in Note (e). For the year ended December 31, 2022, a benefit of approximately $5 million related to the elimination of revenues, costs and expenses set forth in Note (e) is offset by income tax expense of approximately $11 million related to the gain on sale. The estimated tax effect of pro forma adjustments is calculated at the statutory rate for the respective period adjusted for discrete impacts including changes in valuation allowances.
d)Adjustments reflect the pre-tax gain on sale of the Bravera Health hospitals of $72 million ($61 million net of tax) calculated as follows:
Cash received $ 294
Less: Carrying value of the Bravera Health hospitals (118 )
Less: Goodwill allocated to sale of the Bravera Health hospitals (104 )
Pro forma gain before income taxes 72
Provision for income taxes (11 )
Pro forma net gain on sale of the Bravera Health hospitals $ 61
e)Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Bravera Health hospitals. Adjustments do not include certain general corporate overhead costs previously allocated to the Bravera Health hospitals that will have a continuing effect on the Company post-closing.

Frequently Asked Questions

What is the recent transaction involving Community Health Systems?

Community Health Systems entered into an asset purchase agreement with Florida Health Sciences Center for the sale of Bravera Health hospitals, completing the transaction on December 1, 2023.

How much was the cash received from the transaction?

The company received approximately $294 million in cash related to the transaction.

Do the Bravera Health hospitals qualify as discontinued operations?

No, the operations of the divested Bravera Health hospitals do not meet the criteria for discontinued operations.

What do the pro forma financial statements illustrate?

The pro forma financial statements illustrate the estimated impact of the asset sale as if it occurred on January 1, 2022.

What are the limitations of the pro forma financial information?

Pro forma financial information does not predict future impacts and is for illustrative purposes, based on historical data and current assumptions.

Last updated: Dec 1, 2023