COMMUNITY HEALTH SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Exhibit Number
99.1
COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 24, 2023, certain subsidiaries of the Company entered into a definitive asset purchase agreement, as amended (the “Purchase Agreement”) with Florida Health Sciences Center, Inc., a Florida non-profit corporation, and certain of its affiliates, providing for the sale of substantially all of the assets, and the assumption of certain liabilities, related to the following acute care hospitals (and certain related businesses): Bravera Health Brooksville (120 licensed beds) in Brooksville, Florida, Bravera Health Seven Rivers (128 licensed beds) in Crystal River, Florida, and Bravera Health Spring Hill (124 licensed beds) in Spring Hill, Florida, (collectively, the “Bravera Health hospitals”) (the “Transaction”). On December 1, 2023, 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 November 30, 2023, after giving effect to estimated working capital and purchase price adjustments, was approximately $294 million in cash.
The Company has determined that the operations of the Bravera Health hospitals 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 disposition of the Bravera Health hospitals had occurred as of September 30, 2023. 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 statements of (loss) income for the nine months ended September 30, 2023 and the year ended December 31, 2022 (collectively, the “Pro Forma Periods”) include certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, as if the Transaction had occurred on January 1, 2022. The amounts included in the historical columns represent the Company’s historical balance sheet and statements of (loss) income for the respective Pro Forma Periods 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 three and nine months ended September 30, 2023, included in the Company’s Quarterly Report on Form 10-Q filed on October 26, 2023, and the Company’s financial statements for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K filed on February 15, 2023.
Unaudited Pro Forma Condensed Consolidated Balance Sheet |
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(In millions) |
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September 30, 2023 |
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Pro Forma |
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As Reported |
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Adjustments |
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Pro Forma |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
|
91 |
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$ |
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294 |
|
a |
$ |
|
385 |
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Patient accounts receivable |
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2,160 |
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|
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- |
|
|
|
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2,160 |
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Supplies |
|
|
|
325 |
|
|
|
|
- |
|
|
|
|
325 |
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Prepaid income taxes |
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98 |
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- |
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98 |
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Prepaid expenses and taxes |
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249 |
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- |
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249 |
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Other current assets |
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325 |
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(12 |
) |
b |
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313 |
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Total current assets |
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3,248 |
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282 |
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3,530 |
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Property and equipment |
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9,367 |
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- |
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9,367 |
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Less accumulated depreciation and amortization |
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(4,207 |
) |
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- |
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(4,207 |
) |
Property and equipment, net |
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5,160 |
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- |
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5,160 |
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Goodwill |
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3,943 |
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- |
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|
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3,943 |
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Deferred income taxes |
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49 |
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|
|
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- |
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|
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49 |
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Other assets, net |
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2,274 |
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(224 |
) |
b |
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2,050 |
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Total assets |
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$ |
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14,674 |
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$ |
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58 |
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$ |
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14,732 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities |
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Current maturities of long-term debt |
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$ |
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22 |
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$ |
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- |
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$ |
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22 |
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Current operating lease liabilities |
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121 |
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- |
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121 |
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Accounts payable |
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837 |
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- |
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837 |
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Accrued liabilities: |
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Employee compensation |
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513 |
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- |
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513 |
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Accrued interest |
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184 |
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- |
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184 |
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Other |
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472 |
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(14 |
) |
b |
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458 |
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Total current liabilities |
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2,149 |
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(14 |
) |
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2,135 |
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Long-term debt |
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11,820 |
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- |
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11,820 |
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Deferred income taxes |
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344 |
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11 |
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c |
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355 |
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Long-term operating lease liabilities |
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560 |
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- |
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560 |
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Other long-term liabilities |
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694 |
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- |
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694 |
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Total liabilities |
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15,567 |
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(3 |
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15,564 |
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Redeemable noncontrolling interests in equity of consolidated subsidiaries |
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329 |
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- |
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329 |
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STOCKHOLDERS’ DEFICIT |
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Community Health Systems, Inc. stockholders’ deficit: |
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Preferred stock |
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- |
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- |
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- |
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Common stock |
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1 |
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- |
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1 |
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Additional paid-in capital |
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2,170 |
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- |
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2,170 |
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Accumulated other comprehensive loss |
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(23 |
) |
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- |
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(23 |
) |
Accumulated deficit |
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(3,611 |
) |
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61 |
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d |
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(3,550 |
) |
Total Community Health Systems, Inc. stockholders’ deficit |
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(1,463 |
) |
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61 |
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(1,402 |
) |
Noncontrolling interests in equity of consolidated subsidiaries |
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241 |
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- |
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|
241 |
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Total stockholders’ deficit |
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(1,222 |
) |
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61 |
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(1,161 |
) |
Total liabilities and stockholders’ deficit |
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$ |
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14,674 |
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$ |
|
58 |
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$ |
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14,732 |
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Unaudited Pro Forma Condensed Consolidated Statement of Loss |
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(In millions, except per share amounts) |
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Nine Months Ended September 30, 2023 |
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Pro Forma |
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As Reported |
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Adjustments |
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Pro Forma |
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Net operating revenues |
$ |
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9,308 |
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$ |
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(228 |
) |
e |
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$ |
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9,080 |
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Operating costs and expenses: |
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Salaries and benefits |
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4,040 |
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(90 |
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e |
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3,950 |
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Supplies |
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1,499 |
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|
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(36 |
) |
e |
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1,463 |
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Other operating expenses |
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|
2,524 |
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|
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(62 |
) |
e |
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2,462 |
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Lease cost and rent |
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|
240 |
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|
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(5 |
) |
e |
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|
235 |
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Depreciation and amortization |
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|
384 |
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|
|
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(11 |
) |
e |
|
|
|
373 |
|
Impairment and (gain) loss on sale of businesses, net |
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(9 |
) |
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- |
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|
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(9 |
) |
Total operating costs and expenses |
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8,678 |
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|
|
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(204 |
) |
e |
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8,474 |
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Income from operations |
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|
630 |
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|
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(24 |
) |
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|
606 |
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Interest expense, net |
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|
621 |
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|
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- |
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|
|
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|
621 |
|
Equity in earnings of unconsolidated affiliates |
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(5 |
) |
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- |
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(5 |
) |
Income (loss) before income taxes |
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|
14 |
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(24 |
) |
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(10 |
) |
Provision for income taxes |
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|
84 |
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|
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(5 |
) |
c |
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|
79 |
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Net loss |
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(70 |
) |
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(19 |
) |
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(89 |
) |
Less: Net income attributable to noncontrolling interests |
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|
110 |
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|
|
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- |
|
|
|
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|
110 |
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Net loss attributable to Community Health Systems, |
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Inc. stockholders |
$ |
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(180 |
) |
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$ |
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(19 |
) |
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$ |
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(199 |
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Loss per share attributable to Community |
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Health Systems, Inc. stockholders: |
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Basic |
$ |
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(1.38 |
) |
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$ |
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(1.53 |
) |
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Diluted |
$ |
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(1.38 |
) |
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$ |
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(1.53 |
) |
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Weighted-average number of shares outstanding: |
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Basic |
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|
130 |
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|
|
|
|
|
|
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|
130 |
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Diluted |
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|
130 |
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|
|
|
|
|
|
|
|
130 |
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Unaudited Pro Forma Condensed Consolidated Statement of Income |
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(In millions, except per share amounts) |
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Year Ended December 31, 2022 |
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Pro Forma |
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As Reported |
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Adjustments |
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Pro Forma |
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Net operating revenues |
$ |
|
12,211 |
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|
$ |
|
(271 |
) |
e |
|
$ |
|
11,940 |
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Operating costs and expenses: |
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|
|
|
|
|
|
|
|
|
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Salaries and benefits |
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|
5,330 |
|
|
|
|
(107 |
) |
e |
|
|
|
5,223 |
|
Supplies |
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|
1,975 |
|
|
|
|
(43 |
) |
e |
|
|
|
1,932 |
|
Other operating expenses |
|
|
3,336 |
|
|
|
|
(84 |
) |
e |
|
|
|
3,252 |
|
Depreciation and amortization |
|
|
- |
|
|
|
|
- |
|
|
|
|
|
- |
|
Lease cost and rent |
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|
317 |
|
|
|
|
(6 |
) |
e |
|
|
|
311 |
|
Pandemic relief funds |
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|
(173 |
) |
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|
8 |
|
e |
|
|
|
(165 |
) |
Depreciation and amortization |
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|
534 |
|
|
|
|
(16 |
) |
e |
|
|
|
518 |
|
Impairment and (gain) loss on sale of businesses, net |
|
|
71 |
|
|
|
|
(72 |
) |
d |
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|
(1 |
) |
Total operating costs and expenses |
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|
11,390 |
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|
|
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(320 |
) |
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|
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|
11,070 |
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Income from operations |
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|
821 |
|
|
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|
49 |
|
|
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|
870 |
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Interest expense, net |
|
|
858 |
|
|
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|
- |
|
|
|
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|
858 |
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Gain from early extinguishment of debt |
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(253 |
) |
|
|
|
- |
|
|
|
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(253 |
) |
Gain from CoreTrust transaction |
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(119 |
) |
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|
|
- |
|
|
|
|
|
(119 |
) |
Equity in earnings of unconsolidated affiliates |
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|
(14 |
) |
|
|
|
- |
|
|
|
|
|
(14 |
) |
Income before income taxes |
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|
349 |
|
|
|
|
49 |
|
|
|
|
|
398 |
|
Provision for income taxes |
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|
170 |
|
|
|
|
6 |
|
c, d |
|
|
|
176 |
|
Net income |
|
|
179 |
|
|
|
|
43 |
|
|
|
|
|
222 |
|
Less: Net income attributable to noncontrolling interests |
|
|
133 |
|
|
|
|
- |
|
|
|
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|
133 |
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Net income attributable to Community Health Systems, |
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Inc. stockholders |
$ |
|
46 |
|
|
$ |
|
43 |
|
|
|
$ |
|
89 |
|
Earnings per share attributable to Community |
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Health Systems, Inc. stockholders: |
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Basic |
$ |
|
0.35 |
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|
|
|
|
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|
$ |
|
0.69 |
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Diluted |
$ |
|
0.35 |
|
|
|
|
|
|
|
$ |
|
0.68 |
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|
Weighted-average number of shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
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Basic |
|
|
129 |
|
|
|
|
|
|
|
|
|
129 |
|
|
Diluted |
|
|
130 |
|
|
|
|
|
|
|
|
|
130 |
|
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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:
Cash received |
$ |
|
294 |
|
Less: Carrying value of the Bravera Health hospitals |
|
|
(118 |
) |
Less: Goodwill allocated to sale of the Bravera Health hospitals |
|
|
(104 |
) |
Pro forma gain before income taxes |
|
|
72 |
|
Provision for income taxes |
|
|
(11 |
) |
Pro forma net gain on sale of the Bravera Health hospitals |
$ |
|
61 |
|