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Acquisitions and Divestitures | 9 Months Ended
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Sep. 30, 2024
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, 2024, one or more subsidiaries of the Company paid approximately $1 million to acquire the operating assets and related businesses of certain physician practices and clinics that operate within the communities served by the Company’s affiliated hospitals. The purchase price for these transactions was primarily allocated to working capital and property and equipment. Divestitures There was one hospital divestiture completed during the three and nine months ended September 30, 2024. 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, 2024 and the year ended December 31, 2023:
|  |  |  |  |  | Licensed |  |
Hospital |  | Buyer |  | City, State |  | Beds |  | Effective Date
2024 Divestiture: |  |  |  |  |  |  |  |
Tennova Healthcare - Cleveland |  | Hamilton Health Care Systems, Inc. |  | Cleveland, TN |  | 351 |  | August 1, 2024
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
AllianceHealth Ponca City |  | Integris Health |  | Ponca City, OK |  | 140 |  | November 1, 2023
AllianceHealth Woodward |  | Integris Health |  | Woodward, OK |  | 87 |  | November 1, 2023
Bravera Health Brooksville |  | Tampa General Hospital |  | Brooksville, FL |  | 120 |  | December 1, 2023
Bravera Health Spring Hill |  | Tampa General Hospital |  | Spring Hill, FL |  | 124 |  | December 1, 2023
Bravera Health Seven Rivers |  | Tampa General Hospital |  | Crystal River, FL |  | 128 |  | December 1, 2023
On July 30, 2024, the Company entered into a definitive agreement for the sale of substantially all of the assets of Regional Hospital of Scranton (186 licensed beds) and Moses Taylor Hospital (122 licensed beds) in Scranton, Pennsylvania, as well as Wilkes-Barre General Hospital (369 licensed beds) in Wilkes-Barre, Pennsylvania, and certain related businesses to affiliates of WoodBridge Healthcare, Inc. These hospitals were classified as held-for-sale as of September 30, 2024. On August 16, 2024, the Company entered into a definitive agreement for the sale of substantially all of the assets of Davis Regional Medical Center (144 licensed beds) in Statesville, North Carolina, to Iredell Memorial Hospital, Inc. This hospital was classified as held-for-sale as of September 30, 2024. This disposition was completed on October 1, 2024, as further described in Note 13. The following table discloses amounts included in the condensed consolidated balance sheets for the hospitals classified as held-for-sale as of September 30, 2024 and December 31, 2023 (in millions). Other current assets primarily includes patient accounts receivable and prepaid expenses while 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, 2024 or December 31, 2023.
|  | September 30, 2024 |  |  | December 31, 2023 |
Other current assets |  | $ | 95 |  |  | $ | 6 |
Other assets, net |  |  | 59 |  |  |  | 218 |
Accrued liabilities |  |  | (57 | ) |  |  | (13 | )

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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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