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Subsequent Events
9 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

14.  SUBSEQUENT EVENTS

 

The Company has evaluated all material events occurring subsequent to the balance sheet date for events requiring disclosure or recognition in the condensed consolidated financial statements.

 

CARES Act and PPPHCE Act Funds:

 

In comparison to the September 19, 2020 Notice on which the Company’s estimate of pandemic relief funds as of September 30, 2020 is based, the October 22, 2020 Notice discussed in Note 1 includes two primary changes: (1) the definition of lost revenue is changed to refer to the negative year-over-year difference in 2019 and 2020 actual revenue from patient care related sources as opposed to the negative year-over-year change in net patient care operating income, and (2) the definition of reporting entities is broadened to include the parent of one or more subsidiary tax identification numbers that received general distribution payments, entities having providers associated with it that provide diagnoses, testing or treatment for cases of COVID-19, or entities that can otherwise attest to the terms and conditions. While now codified in the October 22, 2020 Notice, guidance permitting parent companies to allocate general fund distributions to subsidiaries was previously set forth in FAQs published by HHS and as such, the Company’s estimate of pandemic relief funds as of September 30, 2020 includes the allocation of certain general funds among subsidiaries. Regarding the amended definition of lost revenues, such change serves to increase amounts eligible to be recognized as a reduction to operating costs and expenses, as compared to the September 19, 2020 Notice. The Company’s evaluation of the October 22, 2020 Notice is ongoing and the amount by which the approximately $271 million of PHSSEF and other unrecognized relief payments as of September 30, 2020 may be recognized as a result of the October 22, 2020 Notice is not yet known. U.S. GAAP does not permit amounts recognized as of September 30, 2020 to be updated on the basis of new information in the October 22, 2020 Notice.

 

Divestitures and hospital closures:

 

On October 1, 2020, one or more affiliates of the Company sold substantially all of the assets of Bayfront Health St. Petersburg (480 licensed beds) in St. Petersburg, Florida to affiliates of Orlando Health, Inc., pursuant to the terms of a definitive agreement which was entered into on June 25, 2020, as referenced above. The net proceeds from this sale were received at a preliminary closing on September 30, 2020.

 

On October 8, 2020, one or more subsidiaries of the Company entered into a definitive agreement for the sale of the Company’s ownership interest in Berwick Hospital Center (90 licensed beds) in Berwick, Pennsylvania to affiliates of Sant Partners, LLC.

 

On October 24, 2020, one or more affiliates of the Company sold substantially all of the assets of San Angelo Community Medical Center (171 licensed beds) in San Angelo, Texas, to subsidiaries of Shannon Health System pursuant to the terms of a definitive agreement which was entered into on April 20, 2020, as referenced above.

 

On October 27, 2020, one or more affiliates of the Company sold substantially all of the assets of each of Abilene Regional Medical Center (231 licensed beds) in Abilene, Texas, and Brownwood Regional Medical Center (188 licensed beds) in Brownwood, Texas, to subsidiaries of Hendrick Health System pursuant to the terms of a definitive agreement which was entered into on April 27, 2020, as referenced above.

 

Other events:

 

On October 12, 2020, one or more subsidiaries of the Company entered into a definitive agreement for the sale of 50% ownership interest in Merit Health Biloxi (153 licensed beds) and its associated healthcare businesses in Biloxi, Mississippi to Memorial Properties, Inc., an affiliate of Memorial Hospital of Gulfport. This transaction is expected to be completed in the fourth quarter of 2020. Merit Health Biloxi and its associated healthcare businesses will remain consolidated entities of the Company.

 

Pursuant to a hospital purchase agreement from the March 1, 2016 acquisition of La Porte Hospital, the Company committed to build a replacement facility in La Porte, Indiana. The completion of the replacement facility and transfer of operations was completed on October 24, 2020 and La Porte Hospital was renamed to Northwest Health – La Porte. Construction costs, including equipment costs, totaled approximately $119 million as of September 30, 2020.