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Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2021
Acquisitions And Divestitures [Abstract]  
ACQUISITIONS AND DIVESTITURES

3.  ACQUISITIONS AND DIVESTITURES 

Acquisitions

The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquired entity are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts. Adjustments to these provisional amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. 

Effective June 1, 2019, one or more subsidiaries of the Company completed the acquisition of Northwest Mississippi Medical Center in Clarksdale, Mississippi. This healthcare system includes 181 licensed beds and other outpatient and ancillary services. The total cash consideration paid for operating assets was approximately $2 million with additional consideration of $9 million in assumed liabilities, for a total consideration of $11 million. This hospital was acquired in conjunction with the bankruptcy proceedings for the previous owner that acquired the hospital from the Company in 2017 as part of an agreement with the local county government associated with its lease of the hospital building. Based on the Company’s final purchase price allocation relating to this acquisition as of December 31, 2019, no goodwill has been recorded. Prior to the completion of the acquisition, the Company initiated a plan to sell this hospital and as such the hospital was classified as held for sale at December 31, 2019 and 2020. This disposition was completed on February 1, 2021.

Other Acquisitions

During the years ended December 31, 2021, 2020 and 2019, one or more subsidiaries of the Company paid approximately $3 million, $1 million and $8 million, respectively, to acquire the operating assets and related businesses of certain physician practices, clinics and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. In connection with these acquisitions, during the year ended December 31, 2021, the Company allocated the purchase price to property and equipment, working capital, noncontrolling interests and goodwill, and during the year ended December 31, 2020, the Company allocated the majority of the purchase price to goodwill. In connection with these acquisitions, during the year ended December 31, 2019, the Company allocated approximately $4 million of the consideration paid to property and equipment and net working capital and the remainder, approximately $4 million consisting of intangible assets that do not qualify for separate recognition, to goodwill.

Divestitures

The following table provides a summary of hospitals that the Company divested during the years ended December 31, 2021, 2020 and 2019.

 

Hospital

 

Buyer

 

City, State

 

Licensed

Beds

 

 

Effective Date

2021 Divestitures:

 

 

 

 

 

 

 

 

 

 

Lea Regional Medical Center

 

Covenant Health System

 

Hobbs, NM

 

84

 

 

January 1, 2021

Tennova Healthcare - Tullahoma

 

Vanderbilt University Medical Center

 

Tullahoma, TN

 

135

 

 

January 1, 2021

Tennova Healthcare - Shelbyville

 

Vanderbilt University Medical Center

 

Shelbyville, TN

 

60

 

 

January 1, 2021

Northwest Mississippi Medical Center

 

Delta Health System

 

Clarksdale, MS

 

181

 

 

February 1, 2021

AllianceHealth Midwest

 

SSM Health Care of Oklahoma, Inc.

 

Midwest City, OK

 

255

 

 

April 1, 2021

 

 

 

 

 

 

 

 

 

 

 

2020 Divestitures:

 

 

 

 

 

 

 

 

 

 

Berwick Hospital Center

 

Fayette Holdings, Inc.

 

Berwick, PA

 

 

90

 

 

December 1, 2020

Brownwood Regional Medical Center

 

Hendrick Health System

 

Brownwood, TX

 

 

188

 

 

October 27, 2020

Abilene Regional Medical Center

 

Hendrick Health System

 

Abilene, TX

 

 

231

 

 

October 27, 2020

San Angelo Community Medical Center

 

Shannon Health System

 

San Angelo, TX

 

 

171

 

 

October 24, 2020

Bayfront Health St. Petersburg

 

Orlando Health, Inc.

 

St. Petersburg, FL

 

 

480

 

 

October 1, 2020

Hill Regional Hospital

 

AHRK Holdings, LLC

 

Hillsboro, TX

 

 

25

 

 

August 1, 2020

St. Cloud Regional Medical Center

 

Orlando Health, Inc.

 

St. Cloud, FL

 

 

84

 

 

July 1, 2020

Northern Louisiana Medical Center

 

Allegiance Health Management, Inc.

 

Ruston, LA

 

 

130

 

 

July 1, 2020

Shands Live Oak Regional Medical Center

 

HCA

 

Live Oak, FL

 

 

25

 

 

May 1, 2020

Shands Starke Regional Medical Center

 

HCA

 

Starke, FL

 

 

49

 

 

May 1, 2020

Southside Regional Medical Center

 

Bon Secours Mercy Health System

 

Petersburg, VA

 

 

300

 

 

January 1, 2020

Southampton Memorial Hospital

 

Bon Secours Mercy Health System

 

Franklin, VA

 

 

105

 

 

January 1, 2020

Southern Virginia Regional Medical Center

 

Bon Secours Mercy Health System

 

Emporia, VA

 

 

80

 

 

January 1, 2020

 

 

 

 

 

 

 

 

 

 

 

2019 Divestitures:

 

 

 

 

 

 

 

 

 

 

Bluefield Regional Medical Center

 

Princeton Community Hospital Association

 

Bluefield, WV

 

 

92

 

 

October 1, 2019

Lake Wales Medical Center

 

Adventist Health System

 

Lake Wales, FL

 

 

160

 

 

September 1, 2019

Heart of Florida Regional Medical Center

 

Adventist Health System

 

Davenport, FL

 

 

193

 

 

September 1, 2019

College Station Medical Center

 

St. Joseph Regional Health Center

 

College Station, TX

 

 

167

 

 

August 1, 2019

Tennova Healthcare - Lebanon

 

Vanderbilt University Medical Center

 

Lebanon, TN

 

 

245

 

 

August 1, 2019

Chester Regional Medical Center

 

Medical University Hospital Authority

 

Chester, SC

 

 

82

 

 

March 1, 2019

Carolinas Hospital System - Florence

 

Medical University Hospital Authority

 

Florence, SC

 

 

396

 

 

March 1, 2019

Springs Memorial Hospital

 

Medical University Hospital Authority

 

Lancaster, SC

 

 

225

 

 

March 1, 2019

Carolinas Hospital System - Marion

 

Medical University Hospital Authority

 

Mullins, SC

 

 

124

 

 

March 1, 2019

Memorial Hospital of Salem County

 

Community Healthcare Associates, LLC

 

Salem, NJ

 

 

126

 

 

January 31, 2019

Mary Black Health System - Spartanburg

 

Spartanburg Regional Healthcare System

 

Spartanburg, SC

 

 

207

 

 

January 1, 2019

Mary Black Health System - Gaffney

 

Spartanburg Regional Healthcare System

 

Gaffney, SC

 

 

125

 

 

January 1, 2019

 

The following table discloses amounts included in the consolidated balance sheets for the hospitals classified as held for sale as of December 31, 2020 (in millions). Other assets, net primarily includes the net property and equipment for hospitals held for sale. No hospitals were classified as held for sale as of December 31, 2021 and no divestitures or potential divestitures meet the criteria for reporting as a discontinued operation as of December 31, 2021, 2020, or 2019.

 

 

 

December 31,

 

 

 

2020

 

Other current assets

 

 

$

12

 

Other assets, net

 

 

 

11

 

Accrued liabilities

 

 

 

16

 

 

Financial and statistical data reported in this Form 10-K includes operating results for the hospitals that were divested during 2021, 2020 and 2019 through the effective date of each respective transaction. Summary financial results of these hospitals for the periods included in the accompanying consolidated statements of income (loss) are as follows (in millions):

 

 

 

Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

(Loss) income before income taxes

 

$

(36

)

 

$

83

 

 

$

(61

)

Less: Loss attributable to noncontrolling interests

 

 

 

 

 

(6

)

 

 

(8

)

(Loss) income from operations before income taxes attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Community Health Systems, Inc. stockholders

 

$

(36

)

 

$

89

 

 

$

(53

)

 

The operating results for these divested hospitals included net impairment charges and (gain) loss on disposal of approximately $29 million, $(80) million and $(5) million during the years ended December 31, 2021, 2020 and 2019, respectively.

On November 30, 2020, one or more subsidiaries of the Company completed 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 pursuant to the terms of a definitive agreement which was entered into on October 12, 2020.  Merit Health Biloxi and its associated healthcare businesses remain consolidated entities of the Company.

Other Hospital Closures

Effective September 30, 2020, one or more affiliates of the Company finalized an agreement to terminate the lease and cease operations of Shands Lake Shore Regional Medical Center (99 licensed beds) in Lake City, Florida, including transferring leased assets back to the landlord, the Lake Shore Hospital Authority. The Company recorded an impairment charge of approximately $3 million during the year ended December 31, 2020 in conjunction with exiting the lease to operate this hospital.