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Acquisitions and Divestitures | 3 Months Ended
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Mar. 31, 2025
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 three months ended March 31, 2025, one or more subsidiaries of the Company paid less than $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 were three hospital divestitures completed during the three months ended March 31, 2025. The following table provides a summary of hospitals that the Company divested (or, in the case of Merit Health Biloxi, in which the Company sold its ownership interest) during the three months ended March 31, 2025 and the year ended December 31, 2024:
|  |  |  |  |  | Licensed |  |
Hospital |  | Buyer |  | City, State |  | Beds |  | Effective Date
2025 Divestitures: |  |  |  |  |  |  |  |
Merit Health Biloxi |  | Memorial Health System |  | Biloxi, Mississippi |  | 153 |  | February 1, 2025
ShorePoint Health - Port Charlotte |  | AdventHealth |  | Port Charlotte, Florida |  | 254 |  | March 1, 2025
ShorePoint Health - Punta Gorda |  | AdventHealth |  | Punta Gorda, Florida |  | 208 |  | March 1, 2025
2024 Divestitures: |  |  |  |  |  |  |  |
Tennova Healthcare - Cleveland |  | Hamilton Health Care Systems, Inc. |  | Cleveland, TN |  | 351 |  | August 1, 2024
Davis Regional Medical Center |  | Iredell Memorial Hospital |  | Statesville, NC |  | 144 |  | October 1, 2024
On December 11, 2024, a subsidiary of the Company entered into a definitive agreement to sell Lake Norman Regional Medical Center (123 licensed beds) in Mooresville, North Carolina, and related businesses, to Duke University Health System, Inc. This disposition was completed on April 1, 2025, as further described in Note 14 - Subsequent Events. On January 29, 2025, subsidiaries of the Company entered into a definitive agreement for the sale of its 50% interest in Merit Health Madison (67 licensed beds) in Canton, Mississippi, to an affiliate of the University of Mississippi Medical Center, which currently has a 50% ownership interest in Merit Health Madison. The following table discloses amounts included in the condensed consolidated balance sheets for the hospitals classified as held-for-sale as of March 31, 2025 and December 31, 2024 (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 March 31, 2025 or December 31, 2024.
|  | March 31, 2025 |  |  | December 31, 2024 |
Other current assets |  | $ | 15 |  |  | $ | 28 |
Other assets, net |  |  | 187 |  |  |  | 395 |
Accrued liabilities |  |  | (14 | ) |  |  | (43 | )

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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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