Exhibit Number
99.1
COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On September 14, 2022, one or more affiliates of Community Health Systems, Inc. (the “Company”) entered into a definitive asset purchase agreement (as amended, the “Purchase Agreement”) for the sale of substantially all of the assets of Greenbrier Valley Medical Center (“Greenbrier”) (122 licensed beds) in Ronceverte, West Virginia, to a subsidiary of Vandalia Health, Inc. (the “Transaction”). Effective January 1, 2023, one or more affiliates of the Company completed the sale of Greenbrier 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 December 30, 2022 was approximately $85 million in cash.
The Company has determined that the operations of Greenbrier 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 Greenbrier had occurred as of September 30, 2022. The estimated gain on sale in connection with the Transaction is reflected in the unaudited pro forma condensed balance sheet within retained earnings.
The accompanying unaudited pro forma condensed consolidated statements of (loss) income for the nine months ended September 30, 2022 and the year ended December 31, 2021 (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, 2021. The amounts included in the historical columns represent the Company’s historical balance sheet and statements of income (loss) 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 months and nine months ended September 30, 2022, included in the Company’s Quarterly Report on Form 10-Q filed on October 27, 2022, and the Company’s financial statements for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed on February 17, 2022.
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