STOCK TITAN

Community Health Systems (CYH) nets $110M from sale of four Arkansas hospitals

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Community Health Systems completed the sale of substantially all assets of four Arkansas hospitals and related outpatient centers to Freeman Health System for $110 million in cash, before certain transaction expenses and subject to a working capital adjustment.

The transaction covers Northwest Medical Center – Bentonville, Northwest Medical Center – Springdale, Northwest Medical Center – Willow Creek Women’s Hospital, and Siloam Springs Regional Hospital. Pro forma 2025 basic earnings per share decline from $3.81 to $3.53, reflecting an estimated $55 million pre-tax loss ($48 million after tax) on the sale and removal of the divested operations from historical results.

Positive

  • None.

Negative

  • The company records an estimated $55 million pre-tax loss and $48 million after-tax loss on the sale of the four Arkansas facilities, reducing 2025 pro forma net income attributable to shareholders from $509 million to $472 million and widening accumulated deficit.

Insights

CYH trades four Arkansas hospitals for $110M cash but books a $48M after-tax loss.

Community Health Systems sold substantially all assets of four Arkansas hospitals and related sites for $110 million in cash, with the buyer assuming certain liabilities and finance leases. The deal is treated as a significant disposition, and the divested operations do not qualify as discontinued operations under ASC 205.

Pro forma 2025 net operating revenues fall by $415 million to $12.07 billion, and net income attributable to shareholders drops from $509 million to $472 million. The company records a pre-tax loss of $55 million and after-tax loss of $48 million on the sale, driven by carrying value and allocated goodwill exceeding consideration net of expenses.

The balance sheet pro forma shows cash and cash equivalents increasing by $107 million to $819 million, while total assets decline by $115 million. Total liabilities decrease modestly, and accumulated deficit widens by $48 million. Future company filings may clarify how management redeploys the sale proceeds within its remaining 60-hospital, multi-state footprint.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash purchase price $110 million Cash consideration for four Arkansas hospitals, subject to working capital adjustment
Pre-tax loss on sale $55 million Estimated loss on sale of the Arkansas facilities before income taxes
After-tax loss on sale $48 million Pro forma net loss on sale of the facilities after a $7 million tax benefit
2025 net operating revenue reduction $415 million Pro forma decrease in 2025 net operating revenues due to divested facilities
2025 net income impact $37 million decrease Net income attributable to stockholders falls from $509M to $472M pro forma 2025
2025 basic EPS change $3.81 to $3.53 Basic earnings per share attributable to stockholders, reported vs. pro forma 2025
Pro forma cash balance $819 million Cash and cash equivalents as of March 31, 2026 on a pro forma basis
Pro forma total assets $13.07 billion Total assets as of March 31, 2026 after pro forma adjustments
significant disposition regulatory
"The Transaction constituted a significant disposition for purposes of Item 2.01"
unaudited pro forma condensed consolidated financial statements financial
"COMMUNITY HEALTH SYSTEMS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS"
discontinued operations financial
"operations of the Facilities that were divested in the Transaction do not meet the definition of discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
ASC 205 financial
"do not meet the definition of discontinued operations pursuant to Financial Accounting Standards Board Accounting Standards Codification 205 (ASC 205)"
accumulated deficit financial
"The estimated loss on sale in connection with the Transaction is reflected ... within accumulated deficit"
Accumulated deficit is the running total of a company’s past net losses minus any profits, showing how much the business has eaten into its own funds over time—think of it like a bank account that’s been overdrawn by repeated shortfalls. It matters to investors because a large accumulated deficit reduces the cushion that protects owners and creditors, can limit dividends or borrowing, and signals how much funding the company may need to reach profitability.
Item 2.01 regulatory
"The Transaction constituted a significant disposition for purposes of Item 2.01"
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0001108109false00011081092026-06-012026-06-01

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 01, 2026 (June 01, 2026)

 

 

COMMUNITY HEALTH SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-15925

13-3893191

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4000 Meridian Boulevard

 

Franklin, Tennessee

 

37067

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (615) 465-7000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $.01 par value

 

CYH

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


 

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 1, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), completed the transactions contemplated by that certain Asset Purchase Agreement dated as of March 5, 2026 (the “Purchase Agreement”), with Freeman-Oak Hill Health System, d/b/a Freeman Health System (the “Purchaser”). The entry into the Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on March 5, 2026. Pursuant to the Purchase Agreement, at the closing, Purchaser acquired substantially all of the assets and assumed certain liabilities from certain subsidiaries of CHS related to (i) Northwest Medical Center - Bentonville in Bentonville, Arkansas, (ii) Northwest Medical Center - Springdale in Springdale, Arkansas, (iii) Northwest Medical Center - Willow Creek Women’s Hospital in Johnson, Arkansas, and (iv) Siloam Springs Regional Hospital in Siloam Springs, Arkansas, and the associated outpatient centers and practices (the transactions contemplated by the Purchase Agreement, the “Transaction”). The purchase price paid to CHS in connection with the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment).

 

The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference herein. The representations, warranties, and covenants contained in the Purchase Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may have been qualified in the Purchase Agreement by confidential disclosure schedules (which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Purchase Agreement), may be subject to limitations and contractual risk allocation mechanisms agreed upon by the parties to the Purchase Agreement, and may be subject to standards of materiality that differ from what an investor may view as material, and thus should not be relied upon as necessarily reflecting the actual state of facts or conditions.

The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K as provided below.

Item 8.01 Other Events.

On June 1, 2026, the Company issued a press release announcing the completion of the Transaction, a copy of which press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information

The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

Unaudited Pro Forma Condensed Consolidated Statement of Loss for the three months ended March 31, 2026 and the Statement of Income for the year ended December 31, 2025.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(d) Exhibits

Exhibit

Number

Description

2.1

Purchase Agreement dated as of March 5, 2026, among CHS/Community Health Systems, Inc. and Freeman-Oak Hill Health System d/b/a Freeman Health System, as amended*

 


 

99.1

 

Community Health Systems, Inc. Unaudited Pro Forma Condensed Consolidated Financial Statements

99.2

Press Release of Community Health Systems, Inc. dated June 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)

 

 

 

 

Date:

June 1, 2026

By:

/s/ Kevin J. Hammons

 

 

 

Kevin J. Hammons
Chief Executive Officer
(principal executive officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit Number

99.1

COMMUNITY HEALTH SYSTEMS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 5, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), entered into an asset purchase agreement, (the “Purchase Agreement”), with Freeman-Oak Hill Health System, d/b/a Freeman Health System (the “Purchaser”), providing for the Purchaser's acquisition of substantially all of the assets and assumption of certain liabilities from certain subsidiaries of CHS related to (i) Northwest Medical Center - Bentonville in Bentonville, Arkansas, (ii) Northwest Medical Center - Springdale in Springdale, Arkansas, (iii) Northwest Medical Center - Willow Creek Women’s Hospital in Johnson, Arkansas, and (iv) Siloam Springs Regional Hospital in Siloam Springs, Arkansas, and the associated outpatient centers and practices (collectively, the “Facilities”) (the transactions contemplated by the Purchase Agreement, the “Transaction”). On June 1, 2026, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to CHS in connection with the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment).

 

The Company has determined that the operations of the Facilities that were divested in the Transaction do not meet the definition of discontinued operations pursuant to Financial Accounting 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 March 31, 2026. The estimated loss on sale in connection with the Transaction is reflected in the unaudited pro forma condensed consolidated balance sheet within accumulated deficit.

 

The accompanying unaudited pro forma condensed consolidated statement of loss for the three months ended March 31, 2026 and statement of income for the year ended December 31, 2025 (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, 2025. 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 three months ended March 31, 2026, included in the Company's Quarterly Report on Form 10-Q filed on April 22, 2026, and the Company's financial


statements for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed on February 19, 2026.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

As Reported

 

 

Adjustments

 

 

Pro Forma

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

712

 

 

$

 

107

 

a

$

 

819

 

Patient accounts receivable

 

 

 

2,139

 

 

 

 

-

 

 

 

 

2,139

 

Supplies

 

 

 

275

 

 

 

 

-

 

 

 

 

275

 

Prepaid income taxes

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Prepaid expenses and taxes

 

 

 

226

 

 

 

 

-

 

 

 

 

226

 

Other current assets

 

 

 

421

 

 

 

 

(24

)

b

 

 

397

 

Total current assets

 

 

 

3,773

 

 

 

 

83

 

 

 

 

3,856

 

Property and equipment

 

 

 

8,088

 

 

 

 

-

 

 

 

 

8,088

 

Less accumulated depreciation and amortization

 

 

 

(3,887

)

 

 

 

-

 

 

 

 

(3,887

)

Property and equipment, net

 

 

 

4,201

 

 

 

 

-

 

 

 

 

4,201

 

Goodwill

 

 

 

3,130

 

 

 

 

-

 

 

 

 

3,130

 

Deferred income taxes

 

 

 

29

 

 

 

 

-

 

 

 

 

29

 

Other assets, net

 

 

 

2,047

 

 

 

 

(198

)

b

 

 

1,849

 

Total assets

 

$

 

13,180

 

 

$

 

(115

)

 

$

 

13,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Current maturities of long-term debt

 

$

 

29

 

 

$

 

-

 

 

$

 

29

 

Current operating lease liabilities

 

 

 

97

 

 

 

 

-

 

 

 

 

97

 

Accounts payable

 

 

 

790

 

 

 

 

-

 

 

 

 

790

 

Income tax payable

 

 

 

53

 

 

 

 

(7

)

c

 

 

46

 

Accrued liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Employee compensation

 

 

 

465

 

 

 

 

-

 

 

 

 

465

 

Accrued interest

 

 

 

178

 

 

 

 

-

 

 

 

 

178

 

Other

 

 

 

955

 

 

 

 

(60

)

b

 

 

895

 

Total current liabilities

 

 

 

2,567

 

 

 

 

(67

)

 

 

 

2,500

 

Long-term debt

 

 

 

10,127

 

 

 

 

-

 

 

 

 

10,127

 

Deferred income taxes

 

 

 

25

 

 

 

 

-

 

 

 

 

25

 

Long-term operating lease liabilities

 

 

 

504

 

 

 

 

-

 

 

 

 

504

 

Other long-term liabilities

 

 

 

922

 

 

 

 

-

 

 

 

 

922

 

Total liabilities

 

 

 

14,145

 

 

 

 

(67

)

 

 

 

14,078

 

Redeemable noncontrolling interests in equity of consolidated subsidiaries

 

 

 

260

 

 

 

 

-

 

 

 

 

260

 

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

 

 

 

(10

)

 

 

 

-

 

 

 

 

(10

)

Accumulated deficit

 

 

 

(3,628

)

 

 

 

(48

)

d

 

 

(3,676

)

Total Community Health Systems, Inc. stockholders’ deficit

 

 

 

(1,454

)

 

 

 

(48

)

 

 

 

(1,502

)

Noncontrolling interests in equity of consolidated subsidiaries

 

 

 

229

 

 

 

 

-

 

 

 

 

229

 

Total stockholders deficit

 

 

 

(1,225

)

 

 

 

(48

)

 

 

 

(1,273

)

Total liabilities and stockholders deficit

 

$

 

13,180

 

 

$

 

(115

)

 

$

 

13,065

 


 


Unaudited Pro Forma Condensed Consolidated Statement of Loss

 

(In millions, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2026

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

As Reported

 

 

Adjustments

 

 

 

Pro Forma

 

Net operating revenues

$

 

2,965

 

 

$

 

(111

)

 e

 

$

 

2,854

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

1,322

 

 

 

 

(49

)

 e

 

 

 

1,273

 

Supplies

 

 

441

 

 

 

 

(18

)

 e

 

 

 

423

 

Other operating expenses

 

 

828

 

 

 

 

(36

)

 e

 

 

 

792

 

Lease cost and rent

 

 

69

 

 

 

 

(4

)

 e

 

 

 

65

 

Depreciation and amortization

 

 

114

 

 

 

 

(4

)

 e

 

 

 

110

 

Impairment and (gain) loss on sale of businesses, net

 

 

(90

)

 

 

 

-

 

 

 

 

 

(90

)

Total operating costs and expenses

 

 

2,684

 

 

 

 

(111

)

 

 

 

 

2,573

 

Income from operations

 

 

281

 

 

 

 

-

 

 

 

 

 

281

 

Interest expense, net

 

 

213

 

 

 

 

-

 

 

 

 

 

213

 

Gain from early extinguishment of debt

 

 

8

 

 

 

 

-

 

 

 

 

 

8

 

Equity in earnings of unconsolidated affiliates

 

 

(4

)

 

 

 

-

 

 

 

 

 

(4

)

Income before income taxes

 

 

64

 

 

 

 

-

 

 

 

 

 

64

 

Provision for income taxes

 

 

89

 

 

 

 

-

 

 c

 

 

 

89

 

Net loss

 

 

(25

)

 

 

 

-

 

 

 

 

 

(25

)

Less: Net income attributable to noncontrolling interests

 

 

33

 

 

 

 

-

 

 

 

 

 

33

 

Net loss attributable to Community Health Systems,

 

 

 

 

 

 

 

 

 

 

 

 

Inc. stockholders

$

 

(58

)

 

$

 

-

 

 

 

$

 

(58

)

Loss per share attributable to Community

 

 

 

 

 

 

 

 

 

 

 

 

Health Systems, Inc. stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

 

(0.43

)

 

 

 

 

 

 

$

 

(0.43

)

Diluted

$

 

(0.43

)

 

 

 

 

 

 

$

 

(0.43

)

Weighted-average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

134

 

 

 

 

 

 

 

 

 

134

 

Diluted

 

 

134

 

 

 

 

 

 

 

 

 

134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Unaudited Pro Forma Condensed Consolidated Statement of Income

 

(In millions, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2025

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

As Reported

 

 

Adjustments

 

 

 

Pro Forma

 

Net operating revenues

$

 

12,485

 

 

$

 

(415

)

 e

 

$

 

12,070

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

5,412

 

 

 

 

(186

)

 e

 

 

 

5,226

 

Supplies

 

 

1,864

 

 

 

 

(71

)

 e

 

 

 

1,793

 

Other operating expenses

 

 

3,424

 

 

 

 

(140

)

 e

 

 

 

3,284

 

Lease cost and rent

 

 

277

 

 

 

 

(11

)

 e

 

 

 

266

 

Depreciation and amortization

 

 

426

 

 

 

 

(14

)

 e

 

 

 

412

 

Impairment and (gain) loss on sale of businesses, net

 

 

(406

)

 

 

 

55

 

 d

 

 

 

(351

)

Total operating costs and expenses

 

 

10,997

 

 

 

 

(367

)

 

 

 

 

10,630

 

Income from operations

 

 

1,488

 

 

 

 

(48

)

 

 

 

 

1,440

 

Interest expense, net

 

 

870

 

 

 

 

(2

)

 e

 

 

 

868

 

Gain from early extinguishment of debt

 

 

(97

)

 

 

 

-

 

 

 

 

 

(97

)

Equity in earnings of unconsolidated affiliates

 

 

(9

)

 

 

 

-

 

 

 

 

 

(9

)

Income before income taxes

 

 

724

 

 

 

 

(46

)

 

 

 

 

678

 

(Benefit from) provision for income taxes

 

 

48

 

 

 

 

(9

)

 c, d

 

 

 

39

 

Net income attributable to Community Health Systems,

 

 

676

 

 

 

 

(37

)

 

 

 

 

639

 

Less: Net income attributable to noncontrolling interests

 

 

167

 

 

 

 

-

 

 

 

 

 

167

 

Net income attributable to Community Health Systems,

 

 

 

 

 

 

 

 

 

 

 

 

Inc. stockholders

$

 

509

 

 

$

 

(37

)

 

 

$

 

472

 

Earnings per share attributable to Community

 

 

 

 

 

 

 

 

 

 

 

 

Health Systems, Inc. stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

 

3.81

 

 

 

 

 

 

 

$

 

3.53

 

Diluted

$

 

3.77

 

 

 

 

 

 

 

$

 

3.50

 

Weighted-average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

134

 

 

 

 

 

 

 

 

 

134

 

Diluted

 

 

135

 

 

 

 

 

 

 

 

 

135

 

 



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 Facilities of approximately $110 million, net of transaction expenses of $3 million.
b)
Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facilities.
c)
Adjustments represent the impact to income taxes associated with the sale of the Facilities. The income tax impact rounds to zero for the three months ended March 31, 2026 as it relates to the elimination of revenues, costs and expenses set forth in Note (e). For the twelve months ended December 31, 2025, there was an income tax benefit of approximately $2 million related to the elimination of revenues, costs and expenses set forth in Note (e) as well as an income tax benefit of approximately $7 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 $55 million pre-tax loss ($48 million after tax) on sale of the Facilities calculated as follows:

Consideration received

 $

 

110

 

Less: Transaction expenses

 

 

(3

)

Less: Carrying value of the Facilities

 

 

(119

)

Less: Goodwill allocated to sale of the Facilities

 

 

(43

)

Pro forma loss before income taxes

 

 

(55

)

Provision for income taxes

 

 

7

 

Pro forma net loss on sale of the Facilities

 $

 

(48

)

e)
Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Facilities. Adjustments do not include certain general corporate overhead costs previously allocated to the Facilities that will have a continuing effect on the Company post-closing.

Exhibit 99.2

img259585780_0.gif

Community Health Systems Completes Sale of FOUR ARKANSAS HOSPITALS
TO FREEMAN HEALTH SYSTEM

 

FRANKLIN, Tenn. (June 1, 2026) -- Community Health Systems, Inc. (NYSE: CYH) announced today that a subsidiary of the Company has completed the divestiture of substantially all of the assets of 128-bed Northwest Medical Center – Bentonville, in Bentonville, Arkansas; 222-bed Northwest Medical Center – Springdale in Springdale, Arkansas; 64-bed Northwest Medical Center – Willow Creek Women’s Hospital in Johnson, Arkansas; and 73-bed Siloam Springs Regional Hospital in Siloam Springs, Arkansas; and the associated outpatient centers and practices, to Freeman Health System for $110 million, before certain transaction expenses. The entry into the definitive agreement for this transaction was announced on March 5, 2026, and the closing was effective June 1, 2026.

Leerink Partners acted as exclusive financial advisor to the Company for the transaction.

 

About Community Health Systems, Inc.

Community Health Systems, Inc. is one of the nation’s largest healthcare companies. The Company’s affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 32 distinct markets across 12 states. The Company’s subsidiaries own or lease 60 affiliated hospitals with more than 8,000 beds and operate more than 800 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.

 

Media Contact:

Tomi Galin
Executive Vice President, Corporate Communications, Marketing and Public Affairs
(615) 628-6607

 

Investor Contacts:
Kevin Hammons
Chief Executive Officer
(615) 465-7000

 

Anton Hie
Vice President – Investor Relations
(615) 465-7012

 

-MORE-


FAQ

What transaction did Community Health Systems (CYH) complete in Arkansas?

Community Health Systems completed the divestiture of substantially all assets of four Arkansas hospitals and related outpatient centers to Freeman Health System for $110 million in cash, before certain transaction expenses, with the closing effective on June 1, 2026 under a March 5, 2026 asset purchase agreement.

Which hospitals did Community Health Systems (CYH) sell to Freeman Health System?

The transaction includes 128-bed Northwest Medical Center – Bentonville, 222-bed Northwest Medical Center – Springdale, 64-bed Northwest Medical Center – Willow Creek Women’s Hospital, and 73-bed Siloam Springs Regional Hospital, along with associated outpatient centers and physician practices, all divested by a Community Health Systems subsidiary.

How does the Arkansas hospital sale affect CYH’s 2025 pro forma earnings?

For 2025, pro forma net income attributable to Community Health Systems stockholders falls from $509 million to $472 million, and basic earnings per share decrease from $3.81 to $3.53, reflecting both the loss on sale and removal of the divested operations’ revenues and expenses.

What loss does Community Health Systems recognize on the Arkansas facilities sale?

Community Health Systems estimates a $55 million pre-tax loss and $48 million after-tax loss on the sale, calculated from $110 million consideration, $3 million transaction expenses, $119 million carrying value of the facilities, and $43 million of goodwill allocated to the transaction, plus related income tax effects.

How does the transaction change CYH’s pro forma 2026 balance sheet?

On a March 31, 2026 pro forma basis, cash and cash equivalents increase from $712 million to $819 million, total assets decline from $13.18 billion to $13.07 billion, total liabilities fall slightly, and total stockholders’ deficit deepens from $(1.225) billion to $(1.273) billion.

How much revenue is removed from CYH’s results due to the Arkansas divestiture?

Pro forma adjustments eliminate $111 million of net operating revenues for the three months ended March 31, 2026, and $415 million of net operating revenues for the year ended December 31, 2025, representing revenues directly attributable to the four divested Arkansas facilities and related operations.

Filing Exhibits & Attachments

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