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Stockholders' (Deficit) Equity
12 Months Ended
Dec. 31, 2018
Stockholders' (Deficit) Equity [Abstract]  
Stockholders' (Deficit) Equity Disclosure

12.  STOCKHOLDERS’ (DEFICIT) EQUITY 

Authorized capital shares of the Company include 400,000,000 shares of capital stock consisting of 300,000,000 shares of common stock and 100,000,000 shares of preferred stock. Each of the aforementioned classes of capital stock has a par value of $0.01 per share. Shares of preferred stock, none of which were outstanding as of December 31, 2018, may be issued in one or more series having such rights, preferences and other provisions as determined by the Board of Directors without approval by the holders of common stock.

On November 6, 2015, the Company adopted an open market repurchase program for up to 10,000,000 shares of the Company’s common stock, not to exceed $300 million in repurchases. The repurchase program expired on November 6, 2018. During the year ended December 31, 2015, the Company repurchased and retired 532,188 shares at a weighted-average price of $27.31 per share, which is the cumulative number of shares repurchased and retired under this program. No shares were repurchased under this program during the years ended December 31, 2018, 2017 and 2016.

The Company is a holding company which operates through its subsidiaries. The Company’s Credit Facility and the indentures governing each series of our outstanding notes contain various covenants under which the assets of the subsidiaries of the Company are subject to certain restrictions relating to, among other matters, dividends and distributions, as referenced in the paragraph below.

With the exception of a special cash dividend of $0.25 per share paid by the Company in December 2012, historically, the Company has not paid any cash dividends. Subject to certain exceptions, the Company’s Credit Facility limits the ability of the Company’s subsidiaries to pay dividends and make distributions to the Company, and limits the Company’s ability to pay dividends and/or repurchase stock, to an amount not to exceed $200 million in the aggregate plus an additional $25 million in any particular year plus the aggregate amount of proceeds from the exercise of stock options. The indentures governing the senior and senior secured notes also restrict the Company’s subsidiaries from, among other matters, paying dividends and making distributions to the Company, which thereby limits the Company’s ability to pay dividends and/or repurchase stock. The non-cash dividend of approximately $713 million recorded by the Company during the year ended December 31, 2016 to reflect the distribution of the net assets of QHC was a permitted transaction under the Company’s Credit Facility. As of December 31, 2018, under the most restrictive test in these agreements (and subject to certain exceptions), the Company has approximately $100 million available with which to pay permitted dividends and/or repurchase shares of stock or make other restricted payments.

The following schedule discloses the effects of changes in the Company’s ownership interest in its less-than-wholly-owned subsidiaries on Community Health Systems, Inc. stockholders’ deficit (in millions):





 

 

 

 

 

 

 

 



Year Ended December 31,



2018

 

2017

 

2016

Net loss attributable to Community Health Systems,

 

 

 

 

 

 

 

 

 Inc. stockholders

$

(788)

 

$

(2,459)

 

$

(1,721)

Transfers from the noncontrolling interests:

 

 

 

 

 

 

 

 

Net decrease in Community Health Systems, Inc.

 

 

 

 

 

 

 

 

paid-in-capital for purchase of subsidiary partnership interests

 

(4)

 

 

(2)

 

 

(9)

Net transfers from the noncontrolling interests

 

(4)

 

 

(2)

 

 

(9)

Change to Community Health Systems, Inc. stockholders’ deficit

 

 

 

 

 

 

 

 

from net loss attributable to Community Health

 

 

 

 

 

 

 

 

Systems, Inc. stockholders and transfers to noncontrolling interests

$

(792)

 

$

(2,461)

 

$

(1,730)