Exhibit Number
99.1
COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On October 30, 2025, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), and a subsidiary of CHS (the “CHS Selling Entity”), entered into a purchase agreement (the “Purchase Agreement”), with Vanderbilt University Medical Center and certain of its subsidiaries (collectively, the “Purchaser”), Clarksville Health System, G.P., and Clarksville Physician Services, G.P. (Clarksville Health System, G.P. and Clarksville Physician Services, G.P., collectively, the “Joint Ventures”), providing for the sale of the CHS Selling Entity's collective 80% ownership interest in the Joint Ventures, which own and operate Tennova Healthcare - Clarksville in Clarksville, Tennessee, and certain ancillary businesses (collectively, the “Facility”) (the transactions contemplated by the Purchase Agreement, the “Transaction”). On February 1, 2026, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to the CHS Selling Entity in connection with the closing of the Transaction, after giving effect to estimated working capital and other purchase price adjustments and before certain transaction expenses was $623 million in cash (subject to a post-closing working capital adjustment). In addition, contemporaneous with the closing of the Transaction, in connection with the balance of certain amounts due to the Joint Ventures from CHS and in accordance with the terms of the Purchase Agreement, subsidiaries of CHS distributed approximately $23 million in cash to the Purchaser for their share of amounts owed to the Joint Ventures by CHS.
The Company has determined that the operations of the Facility that was 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 Transaction had occurred as of September 30, 2025. 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 statement of income for the nine months ended September 30, 2025 and the statement of loss for the year ended December 31, 2024 (the “Pro Forma Periods”) includes certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, as if the Transaction had occurred on January 1, 2024. The amounts included in the historical columns represent the Company’s historical balance sheet and statement of income (loss) for the 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 nine months ended September 30, 2025, included in the Company's Quarterly Report on Form 10-Q filed on October 24, 2025, and the Company's financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed on February 19, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Pro Forma Condensed Consolidated Balance Sheet |
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
As Reported |
|
|
Adjustments |
|
|
Pro Forma |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
123 |
|
|
$ |
|
589 |
|
a |
$ |
|
712 |
|
Patient accounts receivable |
|
|
|
2,159 |
|
|
|
|
(51 |
) |
b |
|
|
2,108 |
|
Supplies |
|
|
|
325 |
|
|
|
|
(7 |
) |
b |
|
|
318 |
|
Prepaid expenses and taxes |
|
|
|
266 |
|
|
|
|
(2 |
) |
b |
|
|
264 |
|
Other current assets |
|
|
|
325 |
|
|
|
|
- |
|
|
|
|
325 |
|
Total current assets |
|
|
|
3,198 |
|
|
|
|
529 |
|
|
|
|
3,727 |
|
Property and equipment |
|
|
|
9,064 |
|
|
|
|
(240 |
) |
b |
|
|
8,824 |
|
Less accumulated depreciation and amortization |
|
|
|
(4,444 |
) |
|
|
|
103 |
|
b |
|
|
(4,341 |
) |
Property and equipment, net |
|
|
|
4,620 |
|
|
|
|
(137 |
) |
|
|
|
4,483 |
|
Goodwill |
|
|
|
3,540 |
|
|
|
|
(227 |
) |
b |
|
|
3,313 |
|
Deferred income taxes |
|
|
|
75 |
|
|
|
|
- |
|
|
|
|
75 |
|
Other assets, net |
|
|
|
1,806 |
|
|
|
|
(13 |
) |
b |
|
|
1,793 |
|
Total assets |
|
$ |
|
13,239 |
|
|
$ |
|
152 |
|
|
$ |
|
13,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
|
16 |
|
|
$ |
|
- |
|
|
$ |
|
16 |
|
Current operating lease liabilities |
|
|
|
110 |
|
|
|
|
(1 |
) |
b |
|
|
109 |
|
Accounts payable |
|
|
|
894 |
|
|
|
|
(12 |
) |
b |
|
|
882 |
|
Income tax payable |
|
|
|
3 |
|
|
|
|
71 |
|
c |
|
|
74 |
|
Accrued liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation |
|
|
|
468 |
|
|
|
|
(7 |
) |
b |
|
|
461 |
|
Accrued interest |
|
|
|
209 |
|
|
|
|
- |
|
|
|
|
209 |
|
Other |
|
|
|
478 |
|
|
|
|
(3 |
) |
b |
|
|
475 |
|
Total current liabilities |
|
|
|
2,178 |
|
|
|
|
48 |
|
|
|
|
2,226 |
|
Long-term debt |
|
|
|
10,589 |
|
|
|
|
- |
|
|
|
|
10,589 |
|
Deferred income taxes |
|
|
|
30 |
|
|
|
|
- |
|
|
|
|
30 |
|
Long-term operating lease liabilities |
|
|
|
527 |
|
|
|
|
(4 |
) |
b |
|
|
523 |
|
Other long-term liabilities |
|
|
|
866 |
|
|
|
|
- |
|
|
|
|
866 |
|
Total liabilities |
|
|
|
14,190 |
|
|
|
|
44 |
|
|
|
|
14,234 |
|
Redeemable noncontrolling interests in equity of consolidated subsidiaries |
|
|
|
323 |
|
|
|
|
(70 |
) |
b |
|
|
253 |
|
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
Community Health Systems, Inc. stockholders’ deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
Common stock |
|
|
|
1 |
|
|
|
|
- |
|
|
|
|
1 |
|
Additional paid-in capital |
|
|
|
2,183 |
|
|
|
|
- |
|
|
|
|
2,183 |
|
Accumulated other comprehensive loss |
|
|
|
(5 |
) |
|
|
|
- |
|
|
|
|
(5 |
) |
Accumulated deficit |
|
|
|
(3,681 |
) |
|
|
|
178 |
|
d |
|
|
(3,503 |
) |
Total Community Health Systems, Inc. stockholders’ deficit |
|
|
|
(1,502 |
) |
|
|
|
178 |
|
|
|
|
(1,324 |
) |
Noncontrolling interests in equity of consolidated subsidiaries |
|
|
|
228 |
|
|
|
|
- |
|
|
|
|
228 |
|
Total stockholders’ deficit |
|
|
|
(1,274 |
) |
|
|
|
178 |
|
|
|
|
(1,096 |
) |
Total liabilities and stockholders’ deficit |
|
$ |
|
13,239 |
|
|
$ |
|
152 |
|
|
$ |
|
13,391 |
|
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:
a)Adjustment represents consideration received from the sale of the Facility of approximately $623 million, net of transaction expenses of $11 million and the distribution of amounts due to the Joint Ventures from CHS of approximately $23 million.
b)Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facility.
c)Adjustments represent the impact to income taxes associated with the sale of the Facility. The income tax expense for the nine months ended September 30, 2025 relates to the elimination of revenues, costs and expenses set forth in Note (e). For the twelve months ended December 31, 2024, income tax expense of approximately $7 million related to the elimination of revenues, costs and expenses set forth in Note (e) plus income tax expense of approximately $71 million related to the sale. The estimated tax effect of pro forma adjustments is calculated at the statutory rate for the respective period adjusted for discrete impacts including changes in valuation allowances.
d)Adjustments reflect a $249 million pre-tax gain ($178 million after tax) on sale of the Facility calculated as follows:
|
|
|
|
|
Consideration received |
$ |
|
623 |
|
Less: Cash paid for distribution to noncontrolling investor in Joint Ventures |
|
|
(23 |
) |
Less: Transaction expenses |
|
|
(11 |
) |
Less: Carrying value of the Facility |
|
|
(113 |
) |
Less: Goodwill allocated to sale of the Facility |
|
|
(227 |
) |
Pro forma gain before income taxes |
|
|
249 |
|
Provision for income taxes |
|
|
(71 |
) |
Pro forma net gain on sale of the Facility |
$ |
|
178 |
|
e)Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Facility. Adjustments do not include certain general corporate overhead costs previously allocated to the Facility that will have a continuing effect on the Company post-closing.
