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Acquisitions and Divestitures | 9 Months Ended
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Sep. 30, 2023
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. The Company accounts for asset acquisitions pursuant to a cost accumulation model. Direct transaction costs are recognized as part of the cost of an acquisition. The Company also evaluates which elements of a transaction should be accounted for as part of an asset acquisition and which should be accounted for separately. The cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition. During the nine months ended September 30, 2023, one or more subsidiaries of the Company paid approximately $35 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 majority of this amount relates to the Company's purchase of certain assets from American Physician Partners ("APP") for approximately $20 million. This transaction, which resulted in the Company recording a definite-lived intangible asset for the acquisition of an assembled workforce, was accounted for as an asset acquisition. In connection with these acquisitions, inclusive of APP, the Company allocated the purchase price to property and equipment, working capital, intangible assets, noncontrolling interests and goodwill. Divestitures The following table provides a summary of hospitals that the Company divested (or, in the case of Lutheran Rehabilitation Hospital, in which the Company sold a majority interest) during the nine months ended September 30, 2023 and the year ended December 31, 2022:
|  |  |  |  |  | Licensed |  |
Hospital |  | Buyer |  | City, State |  | Beds |  | Effective Date
2023 Divestitures: |  |  |  |  |  |  |  |
Greenbrier Valley Medical Center |  | Vandalia Health, Inc. |  | Ronceverte, WV |  | 122 |  | January 1, 2023
Plateau Medical Center |  | Vandalia Health, Inc. |  | Oak Hill, WV |  | 25 |  | April 1, 2023
Medical Center of South Arkansas |  | SARH Holdings, Inc. |  | El Dorado, AR |  | 166 |  | July 1, 2023
Lutheran Rehabilitation Hospital |  | Select Medical Corporation |  | Fort Wayne, IN |  | 36 |  | September 1, 2023
2022 Divestiture: |  |  |  |  |  |  |  |
AllianceHealth Seminole |  | SSM HealthCare of Oklahoma, Inc. |  | Seminole, OK |  | 32 |  | July 1, 2022
On February 28, 2023, the Company entered into a definitive agreement for the sale of substantially all of the assets of Lake Norman Regional Medical Center (123 licensed beds) in Mooresville, North Carolina, and Davis Regional Medical Center (144 licensed beds) in Statesville, North Carolina, to Novant Health, Inc. These hospitals were classified as held-for-sale as of September 30, 2023. On July 24, 2023, subsidiaries of the Company entered into a definitive agreement for the sale of substantially all of the assets of 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, to Florida Health Sciences Center, Inc., and certain of its affiliates. These hospitals were classified as held-for-sale as of September 30, 2023. On August 4, 2023, subsidiaries of the Company entered into a definitive agreement for the sale of AllianceHealth Ponca City (140 licensed beds) in Ponca City, Oklahoma, and AllianceHealth Woodward (87 licensed beds) in Woodward, Oklahoma, to INTEGRIS Health, Inc. During the three months ended December 31, 2022, the Company notified the lessor of AllianceHealth Woodward that it will not renew the lease that expires effective December 1, 2023. The lessor has subsequently selected INTEGRIS Health, Inc. as the new leaseholder and operator. These hospitals were classified as held-for-sale as of September 30, 2023. The following table discloses amounts included in the condensed consolidated balance sheets for the hospitals classified as held-for-sale as of September 30, 2023 and December 31, 2022 (in millions). Other assets, net, primarily includes the net property and equipment and goodwill for the hospitals held-for-sale. No divestitures or potential divestitures meet the criteria for reporting as a discontinued operation as of September 30, 2023 or December 31, 2022.
|  | September 30, 2023 |  |  | December 31, 2022 |
Other current assets |  | $ | 23 |  |  | $ | 6 |
Other assets, net |  |  | 469 |  |  |  | 132 |
Accrued liabilities |  |  | (33 | ) |  |  | (4 | )

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent + Details
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