Full Press Release Details
COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On December 11, 2024, CHS/Community Health Systems, Inc. ( CHS ), a wholly-owned subsidiary of Community Health Systems, Inc. (the Company ), entered into a definitive asset purchase agreement (the Purchase Agreement ), with Duke University Health System, Inc. (the Purchaser ), providing for the sale of substantially all of the assets, and the assumption of certain liabilities, related to Lake Norman Regional Medical Center in Mooresville, North Carolina, and certain related businesses (collectively, the Facilities ) (the transactions contemplated by the Purchase Agreement, the Transaction ). On April 1, 2025, 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 March 31, 2025, after giving effect to estimated working capital and other purchase price adjustments, was approximately $284 million in cash (subject to a post-closing working capital adjustment).
The Company has determined that the operations of the Facilities 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 Transaction had occurred as of December 31, 2024. 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 statement of loss for the year ended December 31, 2024 (the Pro Forma Period ) includes certain pro forma adjustments to illustrate the estimated effect of the Company's disposition, as if the Transaction had occurred on January 1, 2024. The amounts included in the historical columns represent the Company's historical balance sheet and statement of loss for the Pro Forma Period 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 year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed on February 19, 2025.
| Unaudited Pro Forma Condensed Consolidated Balance Sheet | |||||||||||||||
| (In millions) | |||||||||||||||
| December 31, 2024 | |||||||||||||||
| Pro Forma | |||||||||||||||
| As Reported | Adjustments | Pro Forma | |||||||||||||
| ASSETS | |||||||||||||||
| Current assets | |||||||||||||||
| Cash and cash equivalents | $ | 37 | $ | 284 | a | $ | 321 | ||||||||
| Patient accounts receivable | 2,286 | - | 2,286 | ||||||||||||
| Supplies | 331 | - | 331 | ||||||||||||
| Prepaid income taxes | 53 | (39 | ) | c | 14 | ||||||||||
| Prepaid expenses and taxes | 236 | - | 236 | ||||||||||||
| Other current assets | 358 | (6 | ) | b | 352 | ||||||||||
| Total current assets | 3,301 | 239 | 3,540 | ||||||||||||
| Property and equipment | 9,160 | - | 9,160 | ||||||||||||
| Less accumulated depreciation and amortization | (4,384 | ) | - | (4,384 | ) | ||||||||||
| Property and equipment, net | 4,776 | - | 4,776 | ||||||||||||
| Goodwill | 3,789 | - | 3,789 | ||||||||||||
| Deferred income taxes | 13 | - | 13 | ||||||||||||
| Other assets, net | 2,175 | (174 | ) | b | 2,001 | ||||||||||
| Total assets | $ | 14,054 | $ | 65 | $ | 14,119 | |||||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||||||||||
| Current liabilities | |||||||||||||||
| Current maturities of long-term debt | $ | 20 | $ | - | $ | 20 | |||||||||
| Current operating lease liabilities | 115 | - | 115 | ||||||||||||
| Accounts payable | 913 | - | 913 | ||||||||||||
| Accrued liabilities: | |||||||||||||||
| Employee compensation | 596 | - | 596 | ||||||||||||
| Accrued interest | 222 | - | 222 | ||||||||||||
| Other | 479 | (6 | ) | b | 473 | ||||||||||
| Total current liabilities | 2,345 | (6 | ) | 2,339 | |||||||||||
| Long-term debt | 11,432 | - | 11,432 | ||||||||||||
| Deferred income taxes | 231 | (9 | ) | c | 222 | ||||||||||
| Long-term operating lease liabilities | 535 | - | 535 | ||||||||||||
| Other long-term liabilities | 828 | - | 828 | ||||||||||||
| Total liabilities | 15,371 | (15 | ) | 15,356 | |||||||||||
| Redeemable noncontrolling interests in equity of consolidated subsidiaries | 359 | - | 359 | ||||||||||||
| STOCKHOLDERS ' DEFICIT | |||||||||||||||
| Community Health Systems, Inc. stockholders' deficit: | |||||||||||||||
| Preferred stock | - | - | - | ||||||||||||
| Common stock | 1 | - | 1 | ||||||||||||
| Additional paid-in capital | 2,175 | - | 2,175 | ||||||||||||
| Accumulated other comprehensive loss | (10 | ) | - | (10 | ) | ||||||||||
| Accumulated deficit | (4,080 | ) | 80 | d | (4,000 | ) | |||||||||
| Total Community Health Systems, Inc. stockholders' deficit | (1,914 | ) | 80 | (1,834 | ) | ||||||||||
| Noncontrolling interests in equity of consolidated subsidiaries | 238 | - | 238 | ||||||||||||
| Total stockholders ' deficit | (1,676 | ) | 80 | (1,596 | ) | ||||||||||
| Total liabilities and stockholders ' deficit | $ | 14,054 | $ | 65 | $ | 14,119 |
| Unaudited Pro Forma Condensed Consolidated Statement of Loss | |||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||
| Year Ended December 31, 2024 | |||||||||||||||
| Pro Forma | |||||||||||||||
| As Reported | Adjustments | Pro Forma | |||||||||||||
| Net operating revenues | $ | 12,634 | $ | (166 | ) | e | $ | 12,468 | |||||||
| Operating costs and expenses: | |||||||||||||||
| Salaries and benefits | 5,418 | (59 | ) | e | 5,359 | ||||||||||
| Supplies | 1,946 | (25 | ) | e | 1,921 | ||||||||||
| Other operating expenses | 3,642 | (49 | ) | e | 3,593 | ||||||||||
| Lease cost and rent | 299 | (6 | ) | e | 293 | ||||||||||
| Depreciation and amortization | 486 | (4 | ) | e | 482 | ||||||||||
| Impairment and (gain) loss on sale of businesses, net | 301 | (110 | ) | d | 191 | ||||||||||
| Total operating costs and expenses | 12,092 | (253 | ) | 11,839 | |||||||||||
| Income from operations | 542 | 87 | 629 | ||||||||||||
| Interest expense, net | 860 | - | 860 | ||||||||||||
| Gain from early extinguishment of debt | (25 | ) | - | (25 | ) | ||||||||||
| Equity in earnings of unconsolidated affiliates | (10 | ) | - | (10 | ) | ||||||||||
| Loss before income taxes | (283 | ) | 87 | (196 | ) | ||||||||||
| Provision for income taxes | 79 | 25 | c, d | 104 | |||||||||||
| Net loss attributable to Community Health Systems, | (362 | ) | 62 | (300 | ) | ||||||||||
| Less: Net income attributable to noncontrolling interests | 154 | - | 154 | ||||||||||||
| Net loss attributable to Community Health Systems, | |||||||||||||||
| Inc. stockholders | $ | (516 | ) | $ | 62 | $ | (454 | ) | |||||||
| Loss per share attributable to Community | |||||||||||||||
| Health Systems, Inc. stockholders: | |||||||||||||||
| Basic | $ | (3.90 | ) | $ | (3.44 | ) | |||||||||
| Diluted | $ | (3.90 | ) | $ | (3.44 | ) | |||||||||
| Weighted-average number of shares outstanding: | |||||||||||||||
| Basic | 132 | 132 | |||||||||||||
| Diluted | 132 | 132 |
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 Facilities of approximately $284 million, after giving effect to estimated working capital and other purchase price adjustments.
b)Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facilities.
c)Adjustments represent the impact to income taxes associated with the sale of the Facilities. For the twelve months ended December 31, 2024, 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 $30 million related to the 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 a $110 million pre-tax gain ($80 million after tax) on sale of the Facilities calculated as follows:
| Cash received | $ | 284 | ||
| Less: Carrying value of the Facilities | (76 | ) | ||
| Less: Goodwill allocated to sale of the Facilities | (98 | ) | ||
| Pro forma gain before income taxes | 110 | |||
| Provision for income taxes | (30 | ) | ||
| Pro forma net gain on sale of the Facilities | $ | 80 |
e)Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Facilities. Adjustments do not include certain general corporate overhead costs previously allocated to the Facilities that will have a continuing effect on the Company post-closing.