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Acquisitions, Divestitures and Closures
9 Months Ended
Sep. 30, 2022
Acquisitions Divestitures And Closures [Abstract]  
ACQUISITIONS, DIVESTITURES AND CLOSURES

3.  ACQUISITIONS, DIVESTITURES AND CLOSURES

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 of 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. 

During the nine months ended September 30, 2022, one or more subsidiaries of the Company paid approximately $9 million to acquire the operating assets and related businesses of certain physician practices, clinics, ambulatory surgery centers and other ancillary businesses that operate within the communities served by the Company’s affiliated hospitals. The Company allocated the purchase price to property and equipment, working capital, noncontrolling interests and goodwill.

Divestitures

 The following table provides a summary of hospitals that the Company divested during the nine months ended September 30, 2022 and the year ended December 31, 2021:

 

 

 

 

 

 

 

Licensed

 

 

Hospital

 

Buyer

 

City, State

 

Beds

 

Effective Date

2022 Divestiture:

 

 

 

 

 

 

 

 

AllianceHealth Seminole

 

SSM Health Care of Oklahoma

 

Seminole, OK

 

32

 

July 1, 2022

 

 

 

 

 

 

 

 

 

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

 

Midwest City, OK

 

255

 

April 1, 2021

 

On July 1, 2022, one or more affiliates of the Company sold substantially all of the assets of AllianceHealth Seminole (32 licensed beds) in Seminole, Oklahoma, to affiliates of SSM Health Care of Oklahoma. The net proceeds from this sale were received at a preliminary closing on June 30, 2022.

 

On September 14, 2022, one or more affiliates of the Company entered into a definitive agreement for the sale of substantially all of the assets of Greenbrier Valley Medical Center (122 licensed beds) in Ronceverte, West Virginia, to Vandalia Health, Inc. This hospital is classified as held for sale as of September 30, 2022.

 

The following table discloses amounts included in the condensed consolidated balance sheet for the hospital classified as held for sale as of September 30, 2022 (in millions). Other assets, net primarily includes the net property and equipment and goodwill for the hospital held for sale. No divestitures or potential divestitures meet the criteria for reporting as a discontinued operation as of September 30, 2022.

 

 

 

September 30,

2022

 

Other current assets

 

$

3

 

Other assets, net

 

 

57

 

Accrued liabilities

 

 

(3

)

 

Closures

 

During the three months ended September 30, 2022, the Company completed the closure of Shorepoint Health Venice hospital (312 licensed beds) in Venice, Florida. The Company recorded an impairment charge of approximately $25 million during the three months ended September 30, 2022, to adjust the fair value of the long-lived assets of this hospital, including property and equipment and capitalized software costs, based on their estimated fair value and future utilization.

 

During the three months ended September 30, 2022, the provision of inpatient services and substantially all outpatient services ceased at First Hospital Wyoming Valley (psychiatric hospital) (149 licensed beds) in Wilkes-Barre, Pennsylvania, resulting in the closure of this facility being substantially complete as of September 30, 2022. The Company expects to complete the closure of First Hospital Wyoming Valley during the three months ending December 31, 2022. The Company recorded an impairment charge of approximately $18 million during the three months ended September 30, 2022, to adjust the fair value of the long-lived assets of this hospital, including property and equipment and capitalized software costs, based on their estimated fair value and future utilization.