COMMUNITY HEALTH SYSTEMS, INC. You should read this discussion together with our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included elsewhere in this Form 10-K.
Executive Overview
We are one of the largest publicly traded hospital companies inthe United States and a leading operator of general acute care hospitals and outpatient facilities in communities across the country. We provide healthcare services through the hospitals that we own and operate and affiliated businesses in generally larger non-urban and selected urban markets throughoutthe United States . We generate revenues by providing a broad range of general and specialized hospital healthcare services and outpatient services to patients in the communities in which we are located. As ofDecember 31, 2020 , we owned or leased 89 hospitals, comprised of 87 general acute care hospitals and two stand-alone rehabilitation or psychiatric hospitals. For the hospitals that we own and operate, we are paid for our services by governmental agencies, private insurers and directly by the patients we serve. Since 2017, we have implemented a portfolio rationalization and deleveraging strategy by divesting hospitals and non-hospital businesses that are attractive to strategic and other buyers. This portfolio rationalization and deleveraging strategy was completed at the end of 2020, inclusive of definitive agreements with respect to sales of five hospitals entered into in 2020 which have closed or are expected to close in 2021, as noted below. We continue to receive interest from potential acquirers for certain of our hospitals, and may, from time to time, consider selling additional hospitals if we consider any such disposition to be in our best interests.
COVID-19 Pandemic
A novel strain of coronavirus causing the disease known as COVID-19 was first identified inWuhan, China inDecember 2019 , and has spread throughout the world, including acrossthe United States . InJanuary 2020 , the Secretary of HHS declared a national public health emergency due to the novel coronavirus. InMarch 2020 , theWorld Health Organization declared the COVID-19 outbreak a pandemic. In an attempt to contain the spread and impact of COVID-19, authorities throughoutthe United States and the world have implemented measures such as travel bans and restrictions, quarantines, stay-at-home and shelter-in-place orders, the promotion of social distancing, and limitations on business activity. This pandemic has resulted in a significant economic downturn inthe United States and globally, and has also led to significant disruptions and volatility in capital and financial markets. Moreover, while vaccines have been developed and have begun to be distributed inthe United States , COVID-19 cases have significantly increased inthe United States in recent months compared to earlier levels. As a provider of healthcare services, we are significantly affected by the public health and economic effects of the COVID-19 pandemic. The safety of our patients, physicians, nurses, and employees in the communities in which we serve remains our primary focus. We have been working with federal, state and local health authorities to respond to the COVID-19 pandemic cases in the communities we serve and have been taking or supporting measures to try to limit the spread of the virus, protect our employees and mitigate the burden on the healthcare system, including, at times, rescheduling or cancelling elective procedures at our hospitals and other healthcare facilities. In addition, some states have been requiring hospitals to maintain a reserve of personal protective equipment and mandating COVID-19 screening for new patients and certain hospital staff. Beginning inMarch 2020 , we experienced a substantial reduction in the number of elective surgeries, physician office visits and emergency room volumes at our hospitals and other healthcare facilities due to restrictions on elective procedures, quarantines, stay-at-home and shelter-in-place orders, the promotion of social distancing, as well as general concerns related to the risk of contracting COVID-19 from interacting with the healthcare system. Some restrictive measures remain in place and, as of the time of this filing, some states and local governments are continuing to impose restrictions due to elevated rates of COVID-19 cases, including in select markets that we serve, which may continue to adversely impact our operating results. In this regard, while volumes have not returned to pre-pandemic levels, they have improved from their lows in the immediate aftermath of the pandemic in March andApril 2020 . Our hospitals, medical clinics, medical personnel, and employees have been actively caring for COVID-19 patients. Although we have been implementing considerable safety measures, treatment of COVID-19 patients has associated risks, which may include the manner in which medical personnel perceive and respond to such risks. While our hospitals have not generally experienced major capacity constraints to date arising from the treatment of COVID-19 patients, there are hospitals inthe United States that are located in centers of the COVID-19 outbreak and have been overwhelmed in caring for COVID-19 patients, which has prevented such hospitals from treating all patients who seek care. One or more of our hospitals could be subject to such conditions in the future if a major COVID-19 outbreak occurs in a geographic region where any of our hospitals are located. In addition, some states have been limiting hospital volume by requiring a minimum percentage of vacant beds in case of a surge in COVID-19 patients. We have incurred, and may continue to incur, certain increased expenses arising from the COVID-19 pandemic, including additional labor, supply chain, capital and other expenditures. 51
-------------------------------------------------------------------------------- Broad economic factors resulting from the COVID-19 pandemic, including high unemployment and underemployment levels and reduced consumer spending and confidence, have also adversely affected, and may continue to adversely affect, our service mix, revenue mix, payor mix and/or patient volumes, as well as our ability to collect outstanding receivables. Business closures and layoffs in the geographic areas in which we operate have led to increases in the uninsured and underinsured populations, which may continue to adversely affect demand for our services, as well as the ability of patients and other payors to pay for services rendered. We have observed deterioration in the collectability of patient accounts receivable from uninsured patients compared to pre-pandemic levels which, if sustained, may continue to adversely affect our financial results and require an increased level of working capital. Developments related to COVID-19 materially affected our financial performance during 2020. Additionally, while we are not able to fully quantify the impact that the COVID-19 pandemic will have on our future financial results, we expect developments related to COVID-19 to continue to materially affect our financial performance. Moreover, the COVID-19 pandemic may otherwise have material adverse effects on our results of operations, financial position, and/or our cash flows, particularly if negative economic and/or public health conditions inthe United States continue to deteriorate or persist for a significant period of time. The ultimate impact of the pandemic on our financial results will depend on, among other factors, the duration and severity of the pandemic as well as negative economic conditions arising from the pandemic, the volume of canceled or rescheduled procedures at our facilities, the volume of COVID-19 patients cared for across our health systems, the timing and availability of effective medical treatments and vaccines, the timing and effectiveness of the ongoing rollout of currently available vaccines, the spread of potentially more contagious and/or virulent forms of the virus and the impact of government actions and administrative regulations on the hospital industry and broader economy, including through existing and any future stimulus efforts. Furthermore, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which could reduce our ability to access capital and negatively affect our liquidity in the future. As discussed below under "Legislative Overview", we have received, and may continue to receive, payments and advances under the CARES Act and the PPPHCE Act, which have been beneficial in partially mitigating impact of the COVID-19 pandemic on our results of operations and financial position to date. Additionally, the federal government may consider additional stimulus and relief efforts such as the recently passed CAA, but we are unable to predict whether any additional stimulus measures will be enacted or their impact, if any. We are unable to assess the extent to which anticipated negative impacts on us arising from the COVID-19 pandemic will ultimately be offset by amounts received, and benefits which we may in the future receive, under the CARES Act, the PPPHCE Act, the CAA, or any future stimulus measures.
Completed Divestiture and Acquisition Activity
During 2020, we completed the divestiture of 13 hospitals, including three which closed effectiveJanuary 1, 2020 (for these hospitals, we received the net proceeds at a preliminary closing onDecember 31, 2019 ). These 13 hospitals represented annual net operating revenues in 2019 of approximately$1.2 billion and, including the net proceeds for the three hospitals that preliminarily closed onDecember 31, 2019 , we received total net proceeds of approximately$845 million in connection with the disposition of these hospitals. In addition, we completed the divestiture of three additional hospitals onJanuary 1, 2021 , for which we received net proceeds of approximately$23 million at preliminary closings onDecember 31, 2020 and completed the divestiture of one additional hospital onFebruary 1, 2020 for which we received immaterial net proceeds. We have also entered into a definitive agreement to sell another hospital which has not yet been completed. The proceeds of this divestiture are not expected to be material. During 2019, we completed the divestiture of 12 hospitals, including two which closed effectiveJanuary 1, 2019 (for these hospitals, we received the net proceeds at a preliminary closing onDecember 31, 2018 ), but not including the three hospitals noted above which closed onJanuary 1, 2020 . These 12 hospitals represented annual net operating revenues in 2018 of approximately$1.1 billion and, excluding the net proceeds for the two hospitals that preliminarily closed onDecember 31, 2018 and the three hospitals that preliminarily closed onDecember 31, 2019 , we received total net proceeds of approximately$335 million in connection with the disposition of these hospitals. During 2018, we completed the divestiture of 11 hospitals. These 11 hospitals represented annual net operating revenues in 2017 of approximately$950 million and, including the net proceeds for the two additional hospitals that preliminarily closed onDecember 31, 2018 noted above, we received total net proceeds of approximately$405 million in connection with the disposition of these hospitals. 52
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The following table provides a summary of hospitals that we divested during the
years ended
Licensed Effective
Hospital Buyer City, State Beds Date
2020 Divestitures:
Berwick Hospital Center Fayette Holdings, December
Inc. Berwick, PA 90 1, 2020
Brownwood Regional Medical Hendrick Health Brownwood, October
Center System TX 188 27, 2020
Abilene Regional Medical Hendrick Health October
Center System Abilene, TX 231 27, 2020
San Angelo Community Shannon Health San Angelo, October
Medical Center System TX 171 24, 2020
Bayfront Health St. St.
Petersburg Petersburg, October 1,
Orlando Health, Inc. FL 480 2020
Hill Regional Hospital Hillsboro, August 1,
AHRK Holdings, LLC TX 25 2020
St. Cloud Regional Medical St. Cloud, July 1,
Center Orlando Health, Inc. FL 84 2020
Northern Louisiana Medical Allegiance Health July 1,
Center Management, Inc. Ruston, LA 130 2020
Shands Live Oak Regional May 1,
Medical Center HCA Live Oak, FL 25 2020
Shands Starke Regional May 1,
Medical Center HCA Starke, FL 49 2020
Southside Regional Medical Bon Secours Mercy Petersburg, January 1,
Center Health System VA 300 2020
Southampton Memorial Bon Secours Mercy January 1,
Hospital Health System Franklin, VA 105 2020
Southern Virginia Regional Bon Secours Mercy January 1,
Medical Center Health System Emporia, VA 80 2020
2019 Divestitures:
Bluefield Regional Medical Princeton Community Bluefield, October 1,
Center Hospital Association WV 92 2019
Lake Wales Medical Center Adventist Health Lake Wales, September
System FL 160 1, 2019
Heart of Florida Regional Adventist Health Davenport, September
Medical Center System FL 193 1, 2019
College Station Medical St. Joseph Regional College August 1,
Center Health Center Station, TX 167 2019
Tennova Healthcare - Vanderbilt
Lebanon University Medical August 1,
Center Lebanon, TN 245 2019
Chester Regional Medical Medical University March 1,
Center Hospital Authority Chester, SC 82 2019
Carolinas Hospital System Medical University March 1,
- Florence Hospital Authority Florence, SC 396 2019
Springs Memorial Hospital Medical University Lancaster, March 1,
Hospital Authority SC 225 2019
Carolinas Hospital System Medical University March 1,
- Marion Hospital Authority Mullins, SC 124 2019
Memorial Hospital of Salem Community Healthcare January
County Associates, LLC Salem, NJ 126 31, 2019
Mary Black Health System - Spartanburg Regional Spartanburg, January 1,
Spartanburg Healthcare System SC 207 2019
Mary Black Health System - Spartanburg Regional January 1,
Gaffney Healthcare System Gaffney, SC 125 2019
2018 Divestitures:
Sparks Regional Medical Fort Smith, November
Center Baptist Health AR 492 1, 2018
Sparks Medical Center - Van Buren, November
Van Buren Baptist Health AR 103 1, 2018
AllianceHealth Deaconess Oklahoma October 1,
INTEGRIS Health City, OK 238 2018
Munroe Regional Medical Adventist Health August 1,
Center System Ocala, FL 425 2018
Tennova Healthcare - West Tennessee Dyersburg, June 1,
Dyersburg Regional Healthcare TN 225 2018
Tennova Healthcare - West Tennessee June 1,
Regional Jackson Healthcare Jackson, TN 150 2018
Tennova Healthcare - West Tennessee June 1,
Volunteer Martin Healthcare Martin, TN 100 2018
Williamson Memorial Mingo Health Williamson, June 1,
Hospital Partners, LLC WV 76 2018
Byrd Regional Hospital Allegiance Health Leesville, June 1,
Management LA 60 2018
Tennova Healthcare - Jamestown, June 1,
Jamestown Rennova Health, Inc. TN 85 2018
Bayfront Health Dade City Adventist Health Dade City, April 1,
System FL 120 2018
Effective September 30, 2020 , one or more affiliates of the Company finalized
an agreement to terminate the lease and cease operations of Shands Lake Shore
Regional Medical Center (99 licensed beds) in Lake City, Florida , including
transferring leased assets back to the landlord, the Lake Shore Hospital
Authority . The Company recorded an impairment charge of approximately $3 million
during the year ended December 31, 2020 in conjunction with exiting the lease to
operate this hospital.
On November 30, 2020 , we completed the sale of 50% ownership interest in Merit
Health Biloxi (153 licensed beds) and its associated healthcare businesses in
Biloxi, Mississippi to Memorial Properties, Inc. , an affiliate of Memorial
Hospital of Gulfport pursuant to the terms of a definitive agreement which was
entered into October 12, 2020 . Merit Health Biloxi and its associated healthcare
businesses will remain consolidated entities of the Company.
53
--------------------------------------------------------------------------------In addition to the divestiture of the hospitals noted above which were completed during 2020, 2019 and 2018, we have divested four hospitals during 2021 as summarized below:
• On
of
affiliates of
agreement which was entered into
this sale were received at a preliminary closing on December 31, 2020 .
• On
of each of
the terms of a definitive agreement which was entered into on
2020. The net proceeds from this sale were received at a preliminary closing
on December 31, 2020 .
• On
affiliates of
agreement which was entered into on
In addition to the four hospital divestitures which have been completed during 2021 as noted above, we have entered into a definitive agreement to sell one additional hospital which has not been completed as summarized below:
On
There can be no assurance that this potential divestiture subject to definitive agreement will be completed, or if it is completed, the ultimate timing of the completion of this divestiture. In addition, while our portfolio rationalization and delivering strategy was completed at the end of 2020 as noted above, we continue to receive interest from potential acquirers for certain of our hospitals, and may, from time to time, consider selling additional hospitals if we consider any such disposition to be in our best interests.
We expect to use proceeds from divestitures for general corporate purposes and capital expenditures.
During the year endedDecember 31, 2020 , we paid approximately$1 million to acquire the operating assets and related businesses of certain physician practices, clinics and other ancillary businesses that operate within the communities served by our hospitals. We allocated the purchase price to property and equipment, working capital and goodwill. OnSeptember 19, 2019 , we completed the sale and leaseback of four medical office buildings for net proceeds of$56 million toCarter Validus Mission Critical REIT II, Inc. The buildings, with a combined total of 285,337 square feet, are located in three states and support a wide array of diagnostic, medical and surgical services in an outpatient setting for the respective nearby hospitals. Based on our assessment of the control transfer principle in these leased buildings, the transaction does not qualify for sale treatment and the related leases have been recorded as financing obligations in long-term debt in the accompanying consolidated balance sheet atDecember 31, 2019 . In addition, onDecember 18, 2019 , we completed the sale and leaseback of one medical office building for net proceeds of approximately$4 million to an affiliate ofCatalyst Healthcare Real Estate . The 30,000 square foot building is located inArkansas and supports a wide array of diagnostic, medical and surgical services in an outpatient setting for the nearby hospital. Based on our assessment of the control transfer principle in this leased building, the transaction does not qualify for sale treatment and the related lease has been recorded as a financing obligation in long-term debt in the accompanying consolidated balance sheet atDecember 31, 2019 .
Overview of Operating Results
Our net operating revenues for the year endedDecember 31, 2020 decreased$1.4 billion to approximately$11.8 billion compared to approximately$13.2 billion for the year endedDecember 31, 2019 , primarily as a result of developments related to COVID-19 as highlighted above, and hospitals divested during 2019 and 2020. On a same-store basis, net operating revenues for the year endedDecember 31, 2020 decreased$396 million , also primarily as a result of the COVID-19 pandemic.
We had net income of
• an after-tax benefit of less than
settlements and related costs,
• an after-tax benefit of
debt,
54
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• an after-tax charge of
long-lived assets of hospitals sold or held for sale based on their estimated
fair values, net of gains/losses recognized upon the sale of certain
facilities,
• an after-tax charge of $39 million for the settlement of professionalliability claims for which the third-party insurers obligation to insure the
Company for the underlying loss is being litigated,
• an after-tax charge of
restructuring costs,
• an after-tax charge of
of the HMA Legal Matters, and
• income of approximately
the release of federal and state valuation allowances on IRC Section 163(j)
interest carryforwards as a result of an increase to the deductible interest
expense allowed for 2019 and 2020 under the CARES Act that was enacted during
the year ended
Net loss for the year ended
• an after-tax charge of
and related costs,
• an after-tax charge of
restructuring costs,
• an after-tax charge of
promissory note outstanding that was received as part of the purchase price
from the sale of two hospitals in 2017, net of income from a reduction of the
valuation allowance on the outstanding balance of a promissory note from the
buyer of another hospital,
• an after-tax charge of
• an after-tax charge of
liability claims accrual, which charge resulted from a revision to the
estimate for professional liability claims accrual related to claims incurred
in 2016 and prior years,
• an after-tax charge of
long-lived assets of hospitals sold or held for sale based on their estimated
fair values, net of gains/losses recognized upon the sale of certain
facilities,
• an after-tax charge of
global resolution and settlement of certain HMA legal proceedings entered into
with the
2018, or the HMA Legal Matters,
• a discrete tax expense of approximately
valuation allowance recognized on (i) IRC Section 163(j) interest
carryforwards and (ii) original issue discount deferred tax asset generated
with the 2019 Exchange Offer, and
• a discrete tax benefit of
deductions for the HMA Legal Matters.
Consolidated inpatient admissions for the year endedDecember 31, 2020 , decreased 15.7%, compared to the year endedDecember 31, 2019 , and consolidated adjusted admissions for the year endedDecember 31, 2020 , decreased 19.4%, compared to the year endedDecember 31, 2019 . Same-store inpatient admissions for the year endedDecember 31, 2020 , decreased 8.0%, compared to the year endedDecember 31, 2019 , and same-store adjusted admissions for the year endedDecember 31, 2020 , decreased 12.5%, compared to the year endedDecember 31, 2019 . Self-pay revenues represented approximately (0.2)% and 1.0% of net operating revenues for the years endedDecember 31, 2020 and 2019, respectively. The amount of foregone revenue related to providing charity care services as a percentage of net operating revenues was approximately 8.9% and 4.1% for the years endedDecember 31, 2020 and 2019, respectively. Direct and indirect costs incurred in providing charity care services as a percentage of net operating revenues was approximately 1.0% and 0.5% for the years endedDecember 31, 2020 and 2019, respectively. Legislative OverviewThe U.S. Congress and certain state legislatures have introduced and passed a large number of proposals and legislation designed to make major changes in the healthcare system, including changes that have impacted access to health insurance. The most prominent of these recent efforts, the Affordable Care Act, affected how healthcare services are covered, delivered and reimbursed. The Affordable Care Act increased health insurance coverage through a combination of public program expansion and private sector health insurance reforms and mandated that substantially allU.S. citizens maintain health insurance. The Affordable Care Act also made a number of changes to Medicare and Medicaid, such as a productivity offset to the Medicare market basket update and reductions to the Medicare and Medicaid DSH payments. However, reductions to DSH payments have been delayed by the CAA through 2023. 55 -------------------------------------------------------------------------------- The future of the Affordable Care Act is uncertain. Since 2016, significant changes have been made to the Affordable Care Act, its implementation, and its interpretation, and certain members ofCongress have stated their intent to repeal or make additional significant changes to the law. For example, final rules issued in 2018 expand availability of association health plans and allow the sale of short-term, limited-duration health plans, neither of which are required to cover all of the essential health benefits mandated by the Affordable Care Act. Additionally, effectiveJanuary 1, 2019 , the financial penalty associated with the individual mandate was eliminated as part of the 2017 tax reform legislation. InDecember 2018 , as a result of this change, a federal judge inTexas found the individual mandate unconstitutional and determined the rest of the Affordable Care Act was therefore invalid. InDecember 2019 , theFifth Circuit Court of Appeals upheld this decision with respect to the individual mandate, but remanded for further consideration of how this affects the rest of the law. OnNovember 10, 2020 , theSupreme Court heard oral arguments regarding this case, and the law remains in place pending the appeals process. The elimination of the individual mandate penalty and other changes may impact the number of individuals that elect to obtain public or private health insurance or the scope of such coverage, if purchased. Of critical importance to us will be the potential impact of any changes specific to the Medicaid program, including the funding and expansion provisions of the Affordable Care Act or any subsequent legislation or agency initiatives. Historically, the states with the greatest reductions in the number of uninsured adult residents have expanded Medicaid. A number of states have opted out of the Medicaid coverage expansion provisions, but could ultimately decide to expand their programs at a later date. Of the 16 states in which we operated hospitals as ofDecember 31, 2020 , nine states have taken action to expand their Medicaid programs. At this time, the other seven states have not, includingFlorida ,Alabama ,Tennessee andTexas , where we operated a significant number of hospitals as ofDecember 31, 2020 . Some states use, or have applied to use, waivers granted by CMS to implement expansion, impose different eligibility or enrollment restrictions, or otherwise implement programs that vary from federal standards. CMS administrators have indicated that they are increasing state flexibility in the administration of Medicaid programs. For example, CMS has granted a limited number of state applications for waivers that allow a state to condition Medicaid enrollment on work or other community engagement. Several states have similar applications pending. We believe that the Affordable Care Act has had a positive impact on net operating revenues and income as the result of the expansion of private sector and Medicaid coverage that has occurred. However, other provisions of the Affordable Care Act, such as requirements related to employee health insurance coverage and changes to Medicare and Medicaid reimbursement, have increased our operating costs or adversely impacted the reimbursement we receive. Legislative and executive branch efforts related to healthcare reform could result in increased prices for consumers purchasing health insurance coverage or the sale of insurance plans that contain gaps in coverage, which could destabilize insurance markets and impact the rates of uninsured or underinsured adults. Some current initiatives, requirements and proposals, including those aimed at price transparency and out-of-network charges, may impact prices and the relationships between hospitals and insurers. In addition, members ofCongress have proposed measures that would expand government-sponsored coverage, including single-payor models. It is difficult to predict the ongoing effect of the Affordable Care Act due to executive orders, changes to the law's implementation, clarifications and modifications resulting from the rule-making process, judicial interpretations resulting from court challenges to its constitutionality and interpretation, whether and how many states ultimately decide to expand Medicaid coverage, the number of uninsured who elect to purchase health insurance coverage, budgetary issues at federal and state levels, and efforts to change or repeal the statute. We may not be able to fully realize the positive impact the Affordable Care Act may otherwise have on our business, results of operations, cash flow, capital resources and liquidity. We cannot predict whether we will be able to modify certain aspects of our operations to offset any potential adverse consequences from the Affordable Care Act or the impact of any alternative provisions that may be adopted. In recent years, a number of laws, including the Affordable Care Act and MACRA, have promoted shifting from traditional fee-for-service reimbursement models to alternative payment models that tie reimbursement to quality and cost of care. CMS currently administers various accountable care organizations and bundled payment demonstration projects and has indicated that it will continue to pursue similar initiatives. However, the COVID-19 pandemic may impact provider performance and data reporting under these initiatives. CMS has temporarily modified requirements of certain programs by, for example, extending reporting deadlines. As a result of the COVID-19 pandemic, federal and state governments have passed legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers in providing care to COVID-19 and other patients during the public health emergency. These measures include temporary relief from Medicare conditions of participation requirements for healthcare providers, temporary relaxation of licensure requirements for healthcare professionals, temporary relaxation of privacy restrictions for telehealth remote communications, promoting use of telehealth by temporarily expanding the scope of services for which Medicare reimbursement is available, and limited waivers of fraud and abuse laws for activities related to COVID-19 during the emergency period. One of the primary sources of relief for healthcare providers is the CARES Act, an economic stimulus package signed into law onMarch 27, 2020 . The PPPHCE Act and the CAA, both expansions of the CARES Act that include additional emergency appropriations, were signed into law onApril 24, 2020 andDecember 27, 2020 , respectively. In total, the CARES Act, the PPPHCE 56 -------------------------------------------------------------------------------- Act and the CAA include$178 billion in funding to be distributed through the PHSSEF to eligible providers, including public entities and Medicare- and/or Medicaid-enrolled providers. PHSSEF payments are intended to compensate healthcare providers for lost revenues and incremental expenses incurred in response to the COVID-19 pandemic and are not required to be repaid, provided that recipients attest to and comply with certain terms and conditions, including limitations on balance billing, not using PHSSEF funds to reimburse expenses or losses that other sources have been or are obligated to reimburse and audit and reporting requirements. In addition, the CARES Act expanded the Medicare Accelerated and Advance Payment Program to increase cash flow to providers impacted by the COVID-19 pandemic. Inpatient acute care hospitals may request accelerated payment of up to 100% of their Medicare payment amount for a six-month period. The Medicare Accelerated and Advanced Payment Program payments are advances that providers must repay. Providers are required to repay accelerated payments beginning one year after the payment was issued. After such one-year period, Medicare payments owed to providers will be recouped according to the repayment terms. The repayment terms specify that for the first 11 months after repayment begins, repayment will occur through an automatic recoupment of 25% of Medicare payments otherwise owed to the provider. At the end of the eleven-month period, recoupment will increase to 50% for six months. At the end of the six months (or 29 months from the receipt of the initial accelerated payment), Medicare will issue a letter for full repayment of any remaining balance, as applicable. In such event, if payment is not received within 30 days, interest will accrue at the annual percentage rate of four percent (4%) from the date the letter was issued, and will be assessed for each full 30-day period that the balance remains unpaid. EffectiveOctober 8, 2020 , CMS is no longer accepting new applications from Medicare Part A providers, such as hospitals, for accelerated payments and it has suspended the advance payment program for physicians and other Medicare Part B health care providers. The CARES Act and related legislation also include other provisions offering financial relief, for example suspending the Medicare sequestration payment adjustment fromMay 1, 2020 throughMarch 31, 2021 , which would have otherwise reduced payments to Medicare providers by 2% (although it extends sequestration through 2030), delaying scheduled reductions to Medicaid DSH payments, providing a 20% add-on to the inpatient PPS DRG rate for COVID-19 patients for the duration of the public health emergency, and permitting the deferral of payment of the employer portion of social security taxes betweenMarch 27, 2020 andDecember 31, 2020 , with 50% of the deferred amount dueDecember 31, 2021 and the remaining 50% dueDecember 31, 2022 . During the year endedDecember 31, 2020 , we received$705 million in payments through the PHSSEF and various state and local programs, net of amounts that have been or will be repaid to HHS and various state and local agencies either voluntarily or in relation to entities that were previously divested. Approximately$601 million of the PHSSEF payments were recognized as a reduction in operating costs and expenses during the year endedDecember 31, 2020 . The estimate of the amount of payments received through the PHSSEF or state and local programs for which we are reasonably assured of meeting the underlying terms and conditions is based on, among other things, the CARES Act, the CAA, various Post-Payment Notice of Reporting Requirements issued by HHS during the period, responses to frequently asked questions as published by HHS, expenses incurred attributable to coronavirus and the our results of operations during such period as compared to our budget. The PHSSEF and state and local program payments recognized to-date did not impact net operating revenues, and had a positive impact on net income attributable toCommunity Health Systems, Inc. common stockholders during the year endedDecember 31, 2020 , in the amount of$452 million . Amounts received through the PHSSEF or state and local programs that have not yet been recognized as a reduction in operating costs and expenses or otherwise have not been refunded to HHS as ofDecember 31, 2020 are included within accrued liabilities-other in the consolidated balance sheet, and such unrecognized amounts may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are reasonably assured of being met. HHS' interpretation of the underlying terms and conditions of such PHSSEF payments, including auditing and reporting requirements, continues to evolve. For example, HHS issued an updated Post-Payment Notice of Reporting Requirements inJanuary 2021 . Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in changes in our estimate of amounts for which the terms and conditions are reasonably assured of being met, and any such changes may be material. Additionally, any such changes may result in our inability to recognize additional PHSSEF payments or may result in the derecognition of amounts previously recognized, which (in any such case) may be material. In addition, to the extent that any unrecognized PHSSEF payments that have been or may be received by us do not qualify for reimbursement based on future operations, we may be required to return such unrecognized payments to HHS following the end of the COVID-19 pandemic or other future time as may be determined by HHS guidance. With respect to the Medicare Accelerated and Advanced Payment Program, we received Medicare accelerated payments of approximately$1.2 billion inApril 2020 . No additional Medicare accelerated payments have been received by us since such time and approximately$77 million of amounts previously received was repaid to CMS or assumed by buyers during the year endedDecember 31, 2020 related to divested entities. As a result of CMS no longer accepting new applications for accelerated payments, we do not expect to receive additional Medicare accelerated payments. As ofDecember 31, 2020 , approximately$425 million of Medicare accelerated payments are reflected within accrued liabilities-other in the consolidated balance sheet while the remaining approximately$656 million are included within other long-term liabilities. Due to the recent enactment of the CARES Act, the PPPHCE Act and the CAA, there is still a high degree of uncertainty surrounding their implementation, and the public health emergency continues to evolve. Some of the measures allowing for flexibility 57
-------------------------------------------------------------------------------- in delivery of care and various financial supports for health care providers are available only for the duration of the public health emergency, and it is unclear whether or for how long the public health emergency declaration will be extended. The current declaration expiresApril 21, 2021 . The HHS Secretary may choose to renew the declaration for successive 90-day periods for as long as the emergency continues to exist and may terminate the declaration whenever he determines that the public health emergency no longer exists. The federal government may consider additional stimulus and relief efforts, but we are unable to predict whether additional stimulus measures will be enacted or their impact on us. There can be no assurance as to the total amount of financial and other types of assistance we will receive under the CARES Act, PPPHCE Act or future measures, if any, and it is difficult to predict the impact of such measures on our operations or how they will affect operations of our competitors. Further, there can be no assurance that the terms of provider relief funding or other programs will not change or be interpreted in ways that affect our funding or eligibility to participate or our ability to comply with applicable requirements and retain amounts received. We continue to assess the potential impact of the CARES Act, the PPPHCE Act, the CAA, the potential impact of future stimulus measures, if any, and the impact of other laws, regulations, and guidance related to COVID-19 on our business, results of operations, financial condition and cash flows. InJune 2019 , theU.S. Supreme Court ruled in Azar v.Allina Health Services that HHS failed to comply with statutory notice and comment rulemaking procedures before announcing an earlier policy related to DSH payments made under Medicare to hospitals. Following this ruling, unless the HHS is able to successfully assert another legal basis for this policy, one potential outcome is the federal government could be required to reimburse hospitals, including our affiliated hospitals, for Medicare DSH payments which otherwise would have been payable over certain prior time periods absent the enactment of this policy. While the ruling in this case was specific to the DSH payments calculated for federal fiscal year 2012 for the plaintiff hospitals, we believe that prior time periods with the potential for higher DSH payments because of the precedent of this ruling could include federal fiscal years 2005 to 2013. There continues to be uncertainty regarding the extent to which, if any, Medicare DSH payments will be remitted to our affiliated hospitals as the result of this ruling, and if so the timing of any such payments. However, we anticipate that if it is ultimately determined that our affiliated hospitals are entitled to receive such Medicare DSH payments for these prior time periods, these payments could have a material positive impact on a non-recurring basis in any future period in which net income is recognized in respect thereof as well as on our cash flows from operations in any future period in which these payments are received. As a result of our current levels of cash, funds we have received and may in the future receive under the CARES Act, the PPPHCE Act, the CAA, or any future stimulus measures, available borrowing capacity, long-term outlook on our debt repayments, the refinancing of certain of our notes, proceeds from the sale of hospitals and the continued projection of our ability to generate cash flows, we anticipate that we will be able to invest the necessary capital in our business over the next twelve months. We believe there continues to be ample opportunity to strengthen our market share in substantially all of our markets by decreasing the need for patients to travel outside their communities for healthcare. Furthermore, we will continue to strive to improve operating efficiencies and procedures in order to improve the performance of our hospitals.
Sources of Revenue
The following table presents the approximate percentages of net operating revenues by payor source for the periods indicated. The data for the periods presented are not strictly comparable due to the effect that hospital acquisitions and divestitures have had on these statistics.
Year Ended December 31,
2020 2019 2018
Medicare 23.9 % 25.2 % 26.3 %
Medicaid 13.4 13.2 13.3
Managed Care and other third-party payors 62.9 60.6 59.0
Self-pay (0.2 ) 1.0 1.4
Total 100.0 % 100.0 % 100.0 %
As shown above, we receive a substantial portion of our revenues from the
Medicare and Medicaid programs. Included in Managed Care and other third-party
payors is operating revenues from insurance companies with which we have
insurance provider contracts, Medicare managed care, insurance companies for
which we do not have insurance provider contracts, workers' compensation
carriers and non-patient service revenue, such as rental income and cafeteria
sales. In the future, we generally expect the portion of revenues received from
the Medicare and Medicaid programs to increase over the long-term due to the
general aging of the population and the impact of the Affordable Care Act. The
Affordable Care Act has increased the number of insured patients in states that
have expanded Medicaid, which in turn, has reduced the percentage of revenues
from self-pay patients. However, it is unclear whether the trend of increased
coverage will continue, due in part to the impact of the COVID-19 pandemic and
the elimination of the financial penalty associated with the individual mandate,
effective January 1, 2019 . Further, the Affordable Care Act imposes significant
reductions in amounts the government pays Medicare managed care plans. An
executive order issued in October 2019 seeks to accelerate this shift
58
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away from traditional fee-for-service Medicare to Medicare managed care. The
trend toward increased enrollment in Medicare and Medicaid managed care may
adversely affect our operating revenue. We may also be impacted by regulatory
requirements imposed on insurers, such as minimum medical-loss ratios and
specific benefit requirements. Furthermore, in the normal course of business,
managed care programs, insurance companies and employers actively negotiate the
amounts paid to hospitals. Our relationships with payors may be impacted by
price transparency initiatives and out-of-network billing restrictions. There
can be no assurance that we will retain our existing reimbursement arrangements
or that these third-party payors will not attempt to further reduce the rates
they pay for our services.
Net operating revenues include amounts estimated by management to be
reimbursable by Medicare and Medicaid under prospective payment systems and
provisions of cost-based reimbursement and other payment methods. In addition,
we are reimbursed by non-governmental payors using a variety of payment
methodologies. Amounts we receive for the treatment of patients covered by
Medicare, Medicaid and non-governmental payors are generally less than our
standard billing rates. We account for the differences between the estimated
program reimbursement rates and our standard billing rates as contractual
allowance adjustments, which we deduct from gross revenues to arrive at net
operating revenues. Final settlements under some of these programs are subject
to adjustment based on administrative review and audit by third parties. We
account for adjustments to previous program reimbursement estimates as
contractual allowance adjustments and report them in the periods that such
adjustments become known. Contractual allowance adjustments related to final
settlements and previous program reimbursement estimates impacted net operating
revenues and net income (loss) by an insignificant amount in each of the years
ended December 31, 2020 , 2019 and 2018.
The payment rates under the Medicare program for hospital inpatient and
outpatient acute care services are based on a prospective payment system,
depending upon the diagnosis of a patient's condition. These rates are indexed
for inflation annually, although increases have historically been less than
actual inflation. On September 18, 2020 , CMS issued the final rule to increase
this index by 2.4% for hospital inpatient acute care services that are
reimbursed under the prospective payment system, beginning October 1, 2020 . The
final rule also provides for a 0.5 percentage point increase in accordance with
MACRA, which, together with other changes to payment policies is expected to
yield an average 2.9% increase in reimbursement for hospital inpatient acute
care services. Hospitals that do not submit required patient quality data are
subject to a reduction in payments. We are complying with this data submission
requirement. Payments may also be affected by various other adjustments, such as
admission and medical review criteria for inpatient services commonly known as
the "two midnight rule." This rule limits when services to Medicare
beneficiaries are payable as inpatient hospital services. Reductions in the rate
of increase or overall reductions in Medicare reimbursement may cause a decline
in the growth of our net operating revenues.
Payment rates under the Medicaid program vary by state. In addition to the base
payment rates for specific claims for services rendered to Medicaid enrollees,
several states utilize supplemental reimbursement programs to make separate
payments that are not specifically tied to an individual's care, some of which
offset a portion of the cost of providing care to Medicaid and indigent
patients. These programs are designed with input from CMS and are funded with a
combination of state and federal resources, including, in certain instances,
fees or taxes levied on the providers. The programs are generally authorized for
a specified period of time and require CMS's approval to be extended. We are
unable to predict whether or on what terms CMS will extend the supplemental
programs in the states in which we operate. Under these supplemental programs,
we recognize revenue and related expenses in the period in which amounts are
estimable and collection is reasonably assured. Reimbursement under these
programs is reflected in net operating revenues and included as Medicaid revenue
in the table above, and fees, taxes or other program related costs are reflected
in other operating expenses.
Results of Operations
Our hospitals offer a variety of services involving a broad range of inpatient
and outpatient medical and surgical services. These include general acute care,
emergency room, general and specialty surgery, critical care, internal medicine,
obstetrics, diagnostic services, psychiatric and rehabilitation services.
Historically, the strongest demand for hospital services generally occurs during
January through April and the weakest demand for these services generally occurs
during the summer months. Accordingly, eliminating the effects of new
acquisitions and/or divestitures, our net operating revenues and earnings are
historically highest during the first quarter and lowest during the third
quarter. As previously noted, the COVID-19 pandemic has disrupted the pattern of
demand for services we provide.
59
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The following tables summarize, for the periods indicated, selected operating
data.
Year Ended December 31,
2020 2019 2018
Operating results, as a percentage of net
operating revenues:
Net operating revenues 100.0 % 100.0 % 100.0 %
Operating expenses (a) (85.3 ) (89.5 ) (88.9 )
Depreciation and amortization (4.7 ) (4.6 ) (4.9 )
Impairment and gain (loss) on sale of
businesses, net (0.4 ) (1.0 ) (4.7 )
Income from operations 9.6 4.9 1.5
Interest expense, net (8.7 ) (7.9 ) (6.9 )
Gain (loss) from early extinguishment of debt 2.6 (0.4 ) 0.2
Equity in earnings of unconsolidated affiliates 0.1 0.1
0.2
Income (loss) before income taxes 3.6 (3.3 ) (5.0 ) Benefit from (provision for) income taxes 1.5 (1.2 ) - Net income (loss) 5.1 (4.5 ) (5.0 ) Less: Net income attributable to noncontrolling interests (0.8 ) (0.6 ) (0.6 ) Net income (loss) attributable toCommunity Health Systems , Inc. stockholders 4.3 % (5.1 )% (5.6 )% Year Ended December 31, 2020 2019 Percentage (decrease) increase from prior year: Net operating revenues (10.8 )% (6.7 )% Admissions (b) (15.7 ) (11.1 ) Adjusted admissions (c) (19.4 ) (10.6 ) Average length of stay (d) 6.8
(2.2 )
Net income (loss) attributable to
Inc. stockholders 175.7 (14.3 ) Same-store percentage (decrease) increase from prior year (e): Net operating revenues (3.4 )% 4.2 % Admissions (b) (8.0 ) 1.3 Adjusted admissions (c) (12.5 ) 2.2
(a) Operating expenses include salaries and benefits, supplies, other operating
expenses, government and other legal settlements and related costs, lease
cost and rent, net of the reduction in operating expenses through December
31, 2020, resulting from the receipt and recognition of pandemic relief
funds.
(b) Admissions represents the number of patients admitted for inpatient
treatment.
(c) Adjusted admissions is a general measure of combined inpatient and outpatient
volume. We computed adjusted admissions by multiplying admissions by gross
patient revenues and then dividing that number by gross inpatient revenues.
(d) Average length of stay represents the average number of days inpatients stay
in our hospitals.
(e) Includes acquired hospitals to the extent we operated them in both periods
and excludes information for the hospitals sold or closed during 2019 and
2020 and the hospital that opened in 2020.
Items (b) - (e) are metrics used to manage our performance. These metrics provide useful insight to investors about the volume and acuity of services we provide, which aid in evaluating our financial results.
Year Ended
Net operating revenues decreased by 10.8% to approximately$11.8 billion for the year endedDecember 31, 2020 , from approximately$13.2 billion for the year endedDecember 31, 2019 . Net operating revenues on a same-store basis from hospitals that were operated throughout both periods decreased$396 million , or 3.4%, during the year endedDecember 31, 2020 , as compared to the year endedDecember 31, 2019 . The decrease in same-store net operating revenues was primarily due to a decline in volumes resulting from the COVID-19 pandemic which was offset, in part, by COVID-19 induced changes in the mix of services provided and payor mix. Non-same-store net operating revenues decreased$1.0 billion during the year endedDecember 31, 2020 , in comparison to the prior year period, with the decrease attributable primarily to the impact of the COVID-19 pandemic as well as the divestiture of 60 -------------------------------------------------------------------------------- hospitals during 2019 and 2020. On a consolidated basis, inpatient admissions decreased by 15.7% during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . Also on a consolidated basis, adjusted admissions decreased by 19.4% during the year endedDecember 31, 2020 as compared to the year endedDecember 31, 2019 . On a same-store basis, net operating revenues per adjusted admission increased 10.4%, while inpatient admissions decreased by 8.0% and adjusted admissions decreased by 12.5% for the year endedDecember 31, 2020 , compared to the year endedDecember 31, 2019 . Operating costs and expenses, as a percentage of net operating revenues, decreased from 95.1% during the year endedDecember 31, 2019 to 90.4% during the year endedDecember 31, 2020 . Operating costs and expenses, excluding depreciation and amortization and impairment and (gain) loss on sale of businesses, as a percentage of net operating revenues, decreased from 89.5% for the year endedDecember 31, 2019 to 85.3% for the year endedDecember 31, 2020 due to the recognition of approximately$601 million of PHSSEF payments as a reduction of operating costs and expenses during the year endedDecember 31, 2020 . Salaries and benefits increased as a percentage of net operating revenues from 45.0% for the year endedDecember 31, 2019 to 45.9% for the year endedDecember 31, 2020 . Supplies, as a percentage of net operating revenues, increased from 16.3% for the year endedDecember 31, 2019 to 16.6% for the year endedDecember 31, 2020 . Other operating expenses, as a percentage of net operating revenues, remained consistent at 25.1% for both of the years endedDecember 31, 2020 and 2019. Expense related to government and other legal settlements and related costs, as a percentage of net operating revenues, decreased from 0.7% for the year endedDecember 31, 2019 to income of less than 0.1% for the year endedDecember 31, 2020 primarily due to the net impact of several lawsuits settled in principle in 2019 and related legal expenses. Lease cost and rent, as a percentage of net operating revenues, increased from 2.4% for the year endedDecember 31, 2019 to 2.8% for the year endedDecember 31, 2020 . The increases in salaries and benefits, supplies and lease cost and rent, as a percentage of net operating revenues, during the year endedDecember 31, 2020 compared toDecember 31, 2019 is primarily due to the impact of the COVID-19 pandemic. Depreciation and amortization, as a percentage of net operating revenues, increased from 4.6% for the year endedDecember 31, 2019 to 4.7% for the year endedDecember 31, 2020 , primarily due to a decrease in net operating revenues as a result of the COVID-19 pandemic. Impairment and (gain) loss on sale of businesses was$48 million for the year endedDecember 31, 2020 , compared to$138 million for the year endedDecember 31, 2019 . For the year endedDecember 31, 2020 , gains on facilities sold onJanuary 1, 2020 andJuly 1, 2020 were offset by impairment of facilities held-for-sale or for which we were in discussions with potential buyers for the divestiture of a facility at a sales price that indicates a fair value below carrying value. The impairment and net loss on facilities during the year endedDecember 31, 2019 relates to impairment of the long-lived assets and reporting unit goodwill allocated to hospitals sold during the period partly offset by gains on the sale of facilities during the six months endedDecember 31, 2019 . Interest expense, net, decreased by$10 million to$1.031 billion for the year endedDecember 31, 2020 compared to$1.041 billion for the year endedDecember 31, 2019 . This was primarily due to our debt refinancing activity during the year endedDecember 31, 2020 as discussed further in Capital Resources. Gain from early extinguishment of debt of$317 million was recognized during the year endedDecember 31, 2020 , as a result of various financing activities discussed below. Loss from early extinguishment of debt of$54 million was recognized during the year endedDecember 31, 2019 , as a result of the Credit Facility amendment and repayment of the term loans under the Credit Facility.
Equity in earnings of unconsolidated affiliates, as a percentage of net
operating revenues, remained consistent at (0.1)% for both of the years ended
The net results of the above-mentioned changes resulted in income (loss) before income taxes increasing$852 million from a loss of$430 million for the year endedDecember 31, 2019 to income of$422 million for the year endedDecember 31, 2020 . Our benefit from income taxes for the year endedDecember 31, 2020 was$185 million compared to a provision for income taxes of$160 million for the year endedDecember 31, 2019 . Our effective tax rates were (43.8)% and (37.2) % for the year endedDecember 31, 2020 and 2019, respectively. The difference in our effective tax rate for the year endedDecember 31, 2020 , when compared to the year endedDecember 31, 2019 , was primarily due to a decrease in the valuation allowance recognized on IRC Section 163(j) interest carryforwards and original issue discount deferred tax asset as a result of (i) an increase to the deductible interest expense allowed for 2019 and 2020 under the CARES Act that was enacted during the three months endedMarch 31, 2020 and (ii) tax impacts of 2020 financing activity. Net (loss) income, as a percentage of net operating revenues, was (4.5)% for the year endedDecember 31, 2019 compared to 5.1% for the year endedDecember 31, 2020 .
Net income attributable to noncontrolling interests, as a percentage of net
operating revenues, increased from 0.6% for the year ended
61
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Net income attributable to Community Health Systems, Inc. was $511 million for
the year ended December 31, 2020 , compared to a net loss attributable to
Community Health Systems, Inc. of $675 million for the year ended December 31,
2019 .
Year Ended
Net operating revenues decreased by 6.7% to approximately$13.2 billion for the year endedDecember 31, 2019 , from approximately$14.2 billion for the year endedDecember 31, 2018 . Net operating revenues on a same-store basis from hospitals that were operated throughout both periods increased$518 million or 4.2% during the year endedDecember 31, 2019 , as compared to the year endedDecember 31, 2018 . The increase in same-store net operating revenues was attributable to improved pricing due to higher acuity, and an increase in inpatient admissions. Non-same-store net operating revenues decreased$1.5 billion during the year endedDecember 31, 2019 , in comparison to the prior year period, with the decrease attributable primarily to the divestiture of hospitals during 2018 and 2019. On a consolidated basis, inpatient admissions decreased by 11.1% during the year endedDecember 31, 2019 as compared to the year endedDecember 31, 2018 . Also on a consolidated basis, adjusted admissions decreased by 10.6% during the year endedDecember 31, 2019 as compared to the year endedDecember 31, 2018 . On a same-store basis, net operating revenues per adjusted admissions increased 1.9%, while inpatient admissions increased by 1.3% and adjusted admissions increased by 2.2% for the year endedDecember 31, 2019 , compared to the year endedDecember 31, 2018 . Operating expenses, as a percentage of net operating revenues, decreased from 98.5% during the year endedDecember 31, 2018 to 95.1% during the year endedDecember 31, 2019 . Operating expenses, excluding depreciation and amortization and impairment and (gain) loss on sale of businesses, as a percentage of net operating revenues, increased from 88.9% for the year endedDecember 31, 2018 to 89.5% for the year endedDecember 31, 2019 . Salaries and benefits, as a percentage of net operating revenues, decreased from 45.1% for the year endedDecember 31, 2018 to 45.0% for the year endedDecember 31, 2019 . This decrease in salaries and benefits, as a percentage of net operating revenues, was primarily due to improved staffing and benefit expense management. Supplies, as a percentage of net operating revenues, decreased from 16.6% for the year endedDecember 31, 2018 to 16.3% for the year endedDecember 31, 2019 . Other operating expenses, as a percentage of net operating revenues, increased from 24.7% for the year endedDecember 31, 2018 to 25.1% for the year endedDecember 31, 2019 . Expense related to government and other legal settlements and related costs, as a percentage of net operating revenues, increased from 0.1% for the year endedDecember 31, 2018 to 0.7% for the year endedDecember 31, 2019 , primarily due to the net impact of lawsuits settled in principle and related legal expenses. Lease cost and rent, as a percentage of net operating revenues, was 2.4% for both of the years endedDecember 31, 2019 and 2018. Depreciation and amortization, as a percentage of net operating revenues, decreased from 4.9% for the year endedDecember 31, 2018 to 4.6% for the year endedDecember 31, 2019 , primarily due to ceasing depreciation on property and equipment at hospitals sold or held for sale and a reduction in the purchase of property and equipment for the year endedDecember 31, 2019 compared to the same period in 2018. Impairment and (gain) loss on sale of businesses was$138 million for the year endedDecember 31, 2019 , compared to$668 million for the year endedDecember 31, 2018 , related to impairment of the long-lived assets and reporting unit goodwill allocated to hospitals classified as held for sale or sold during the respective periods. Interest expense, net, increased by$65 million to$1.0 billion for the year endedDecember 31, 2019 compared to$976 million for the year endedDecember 31, 2018 , which was driven by an increase in interest rates due to the refinancing activity during the year endedDecember 31, 2019 , compared to the same period in 2018, which resulted in an increase in interest expense of$86 million . This increase was partially offset by a decrease in our average outstanding debt during the year endedDecember 31, 2019 , which resulted in a decrease in interest expense of$15 million , and an increase in major construction projects during the year endedDecember 31, 2019 , which resulted in$6 million more interest being capitalized, compared to the same period in 2018. Loss from early extinguishment of debt of$54 million was recognized during the year endedDecember 31, 2019 , as a result of the Credit Facility amendment, repayment of the term loans under the Credit Facility, termination of the Revolving Facility, and the refinancing and exchange of certain of our outstanding notes as discussed further in Capital Resources. Gain from early extinguishment of debt of$31 million was recognized during the year endedDecember 31, 2018 , which resulted primarily from the refinancing and exchange of certain of our outstanding notes and repayment of a portion of our term loans under the Credit Facility as discussed further in Capital Resources.
Equity in earnings of unconsolidated affiliates, as a percentage of net
operating revenues, decreased from 0.2% for the year ended
The net results of the above-mentioned changes resulted in loss before income taxes decreasing$285 million from$715 million for the year endedDecember 31, 2018 to$430 million for the year endedDecember 31, 2019 . 62 -------------------------------------------------------------------------------- Our provision for income taxes for the year endedDecember 31, 2019 was$160 million compared to a benefit from income taxes of$11 million for the year endedDecember 31, 2018 . Our effective tax rates were (37.2%) and 1.5% for the year endedDecember 31, 2019 and 2018, respectively. The difference in our effective tax rate for the year endedDecember 31, 2019 , when compared to the year endedDecember 31, 2018 , was primarily due to an increase in the valuation allowance recognized on (i) IRC Section 163(j) interest carryforwards and (ii) original issue discount deferred tax asset generated with the 2019 Exchange Offer.
Net loss, as a percentage of net operating revenues, decreased from 5.0% for the
year ended
Net income attributable to noncontrolling interests, as a percentage of net
operating revenues, was 0.6% for both of the years ended
Net loss attributable to
Liquidity and Capital Resources
2020 Compared to 2019
Net cash provided by operating activities increased$1.8 billion , from approximately$385 million for the year endedDecember 31, 2019 , to approximately$2.2 billion for the year endedDecember 31, 2020 . The increase in cash provided by operating activities is primarily the result of the receipt of PHSSEF funds as well as Medicare accelerated payments during the year endedDecember 31, 2020 , which is discussed below. Total cash paid for interest during the year endedDecember 31, 2020 remained consistent at approximately$1.0 billion during both of the years endedDecember 31, 2020 and 2019. Cash paid for income taxes, net of refunds received, resulted in a net payment of$2 million and a net refund of$3 million during the year endedDecember 31, 2020 and 2019, respectively. Our net cash provided by investing activities was approximately$177 million for the year endedDecember 31, 2020 , compared to net cash used in investing activities of approximately$2 million for the year endedDecember 31, 2019 , an increase of approximately$179 million . The cash provided by investing activities during the year endedDecember 31, 2020 was primarily impacted by a decrease in cash used for other investments (primarily from internal-use software expenditures and physician recruiting costs) of$120 million , an increase in proceeds provided by divestitures of hospitals and other ancillary operations of$44 million as a result of more hospital divestitures during 2020 (including the receipt of the net proceeds for three hospitals divested effectiveJanuary 1, 2021 at a preliminary closing onDecember 31, 2020 ) compared to the same period in 2019 (including the receipt of the net proceeds for three hospitals divested effectiveJanuary 1, 2020 at a preliminary closing onDecember 31, 2019 ), a decrease in the cash used in the acquisition of facilities and other related equipment of$12 million as a result of fewer physician practice, clinic and other ancillary business acquisitions during 2020 compared to the same period in 2019 and an increase to the net impact of the purchases and sales of available-for-sale securities and equity securities of$4 million , offset by an increase in cash provided by the proceeds from the sale of property and equipment of approximately$1 million and an increase in cash used in the purchase of property and equipment of$2 million . Our net cash used in financing activities was$895 million for the year endedDecember 31, 2020 , compared to approximately$363 million for the year endedDecember 31, 2019 , an increase of approximately$532 million . The increase in cash used in financing activities, in comparison to the prior year period, was primarily due to the net effect of our debt repayment, refinancing activity, and cash paid for deferred financing costs and other debt-related costs as further described below. During the year endedDecember 31, 2020 , we received$705 million in payments through the PHSSEF and various state and local programs, net of amounts that have been or will be repaid to HHS and various state and local agencies either voluntarily or in relation to entities that were previously divested. Approximately$601 million of the PHSSEF payments were recognized as a reduction in operating costs and expenses during the year endedDecember 31, 2020 as described above. PHSSEF and state and local program payments recognized to-date did not impact net operating revenues, and had a positive impact on net income attributable toCommunity Health Systems, Inc. common stockholders during the year endedDecember 31, 2020 , in the amount of$452 million . Amounts received through the PHSSEF or state and local programs that had not yet been recognized as a reduction in operating costs and expenses or otherwise refunded to HHS as ofDecember 31, 2020 totaled approximately$104 million . Such amount is included within accrued liabilities-other in the consolidated balance sheet, and such unrecognized amounts may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are reasonably assured of being met. Additional guidance or new and amended interpretations of existing guidance on the terms and conditions of such PHSSEF payments may result in our inability to recognize certain PHSSEF payments, changes in the estimate of amounts recognized, or the derecognition of amounts previously recognized, which (in any such case) may be material. 63 -------------------------------------------------------------------------------- As noted above, we received Medicare accelerated payments of approximately$1.2 billion inApril 2020 under the Medicare Accelerated and Advanced Payments Program. No additional Medicare accelerated payments have been received by us since such time and approximately$77 million of amounts previously received was repaid to CMS or assumed by buyers during the year endedDecember 31, 2020 related to divested entities. As ofDecember 31, 2020 , approximately$425 million of Medicare accelerated payments are reflected within accrued liabilities-other in the consolidated balance sheet while the remaining approximately$656 million are included within other long-term liabilities. Based on the repayment terms, we expect recoupment of these funds to begin inApril 2021 under the repayment framework more specifically described above under "Legislation Overview" of this "Management's Discussion and Analysis of Financial Condition and Results of Operations." The CARES Act provides for deferred payment of the employer portion of social security taxes betweenMarch 27, 2020 andDecember 31, 2020 , with 50% of the deferred amount dueDecember 31, 2021 and the remaining 50% dueDecember 31, 2022 . We began deferring the employer portion of social security taxes inmid-April 2020 and, as ofDecember 31, 2020 , we have deferred approximately$144 million , of which$72 million is included within accrued liabilities employee compensation and$72 million is included within other long-term liabilities in the consolidated balance sheet. Additionally, the CARES Act established an employee retention credit designed to encourage companies to retain employees during the pandemic. The refundable employment tax credit is 50% of up to$10,000 in wages paid by an eligible employer whose business has been financially impacted by COVID-19. During the three months endedDecember 31, 2020 , we completed the evaluation of our eligibility for this credit and recognized an approximate$10 million reduction to salaries and benefits expense within the consolidated statements of income (loss).
As described in Notes 6, 9 and 15 of the Notes to Consolidated Financial
Statements, at
2027
Total 2021 2022-2024 2025-2026 and thereafter
6?% Senior Notes due 2022 $ 126 $ - $ 126 $ - $ -
6¼% Senior Secured Notes due 2023 95 95 - - -
8?% Senior Secured Notes due 2024 1,033 - 1,033 - -
6?% Senior Secured Notes due 2025 1,462 - - 1,462 -
8% Senior Secured Notes due 2026 2,101 - - 2,101 -
8% Senior Secured Notes due 2027 700 - - - 700
5?% Senior Secured Notes due 2027 1,900 - - - 1,900
6?% Senior Notes due 2028 767 - - - 767
6% Senior Secured Notes due 2029 900 - - - 900
9?% Junior-Priority Secured Notes
due 2023 1,769 - 1,769 - -
8?% Junior-Priority Secured Notes
due 2024 1,348 - 1,348 - -
ABL Facility - - - - -
Other debt 26 21 5 - -
Total long-term debt (1) 12,227 116 4,281 3,563 4,267
Interest on ABL Facility and notes
(2) 5,061 804 2,443 1,133 681
Finance lease and financing
obligations, including interest 85 22 63 - - Operating leases 904 193 381 142 188 Replacement facilities and other capital commitments (3) 15 - 7 8 - Open purchase orders (4) 188 175 13 - - Liability for uncertain tax positions, including interest and penalties - - - - - Total$ 18,480 $ 1,310 $ 7,188 $ 4,846 $ 5,136
(1) Total long-term debt is exclusive of unamortized deferred debt issuance costs
and note premium of approximately
(2) Estimate of interest payments assumes the interest rates at
remain constant during the period presented for the ABL Facility, which is
variable rate debt. The 6?% Senior Notes due 2022, 6¼% Senior Secured Notes
due 2023, 8?% Senior Secured Notes due 2024, 6?% Senior Secured Notes due
2025, 9?% Junior-Priority Secured Notes due 2023, 8?% Junior-Priority Secured
Notes due 2024, 8% Senior Secured Notes due 2026, 8% Senior Secured Notes due
2027, 5?% Senior Secured Notes due 2027, 6?% Senior Notes due 2028 and 6%
Senior Secured Notes due 2029 have fixed rates of interest.
64
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(3) Pursuant to hospital purchase agreements in effect as of
we have commitments to build one replacement facility and the following
capital commitments. As part of an acquisition in 2016, we agreed to build
replacement facility
including equipment costs, are currently estimated to be approximately
million, we have incurred no cost to date for the construction of the
replacement facility in
(4) Open purchase orders represent our commitment for items or services ordered
but not yet received.
(5) These series of notes have been redeemed as a result of financing activity in
2021 as further described in Note 16 of the Notes to Consolidated Financial
Statements included under Part II, Item 8 of this Form 10-K.
(6) A notice of redemption was issued on
series of notes on
Notes to Consolidated Financial Statements included under Part II, Item 8 of
this Form 10-K.
AtDecember 31, 2020 , we had issued letters of credit primarily in support of potential insurance related claims and specified outstanding bonds of approximately$150 million . As further described in Note 16 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K,$30 million of our outstanding letters of credit of$150 million was cancelled onJanuary 6, 2021 in relation to a professional liability claim that was settled and funded in the three months endedDecember 31, 2020 . Our debt as a percentage of total capitalization decreased from 119% for the year endedDecember 31, 2019 to 114% for the year endedDecember 31, 2020 , due to a decrease in accumulated deficit and an overall decrease in long-term debt.
2019 Compared to 2018
Net cash provided by operating activities increased$111 million , from approximately$274 million for the year endedDecember 31, 2018 , to approximately$385 million for the year endedDecember 31, 2019 . The increase in cash provided by operating activities was primarily the result of$266 million paid during the fourth quarter of 2018 related to the global resolution and settlement of litigation and government investigation of HMA, partially offset by higher interest payments due to the refinancing activity during the year endedDecember 31, 2019 , and higher malpractice claim payments compared to the same period in 2018. Total cash paid for interest during the year endedDecember 31, 2019 increased to approximately$1.0 billion compared to$936 million for the year endedDecember 31, 2018 . Cash paid for income taxes, net of refunds received, resulted in a net refund of$3 million and$19 million during the year endedDecember 31, 2019 and 2018, respectively. Our net cash used in investing activities was approximately$2 million for the year endedDecember 31, 2019 , compared to approximately$245 million for the year endedDecember 31, 2018 , a decrease of approximately$243 million . The cash used in investing activities during the year endedDecember 31, 2019 , was primarily impacted by an increase in proceeds from the divestitures of hospitals and other ancillary operations of$199 million , a decrease in the cash used in the purchase of property and equipment of$89 million for the year endedDecember 31, 2019 compared to the same period in 2018, and a decrease in the cash used in the acquisition of facilities and other related equipment of$13 million as a result of a reduction in cash used to purchase physician practices, clinics and other ancillary businesses for the year endedDecember 31, 2019 compared to the same period in 2018, partially offset by the acquisition of one hospital during the year endedDecember 31, 2019 . The decreases in cash used in investing activities were also impacted by a decrease in cash provided by the net impact of the purchases and sales of available-for-sale debt securities and equity securities of$24 million , a decrease in the proceeds from sale of property and equipment of$5 million for the year endedDecember 31, 2019 compared to the same period in 2018 and an increase in cash used for other investments (primarily from internal-use software expenditures and physician recruiting costs) of$29 million . Our net cash used in financing activities was$363 million for the year endedDecember 31, 2019 , compared to approximately$396 million for the year endedDecember 31, 2018 , a decrease of approximately$33 million . The decrease in cash used in financing activities, in comparison to the prior year period, was primarily due to the net effect of our debt repayment, refinancing activity, and cash paid for deferred financing costs and other debt-related costs.
Capital Expenditures
Cash expenditures for purchases of facilities and other related businesses were approximately$1 million in 2020,$13 million in 2019 and$26 million in 2018. Our expenditures for the year endedDecember 31, 2020 and 2018 were primarily related to physician practices and other ancillary services. Our expenditures for the year endedDecember 31, 2019 were primarily related to the purchase of one hospital inMississippi , physician practices and other ancillary services. Excluding the cost to construct replacement and de novo hospitals, our cash expenditures for routine capital for the year endedDecember 31, 2020 totaled$274 million , compared$386 million in 2019 and$521 million in 2018. These capital expenditures related primarily to the purchase of additional equipment, minor renovations and information systems infrastructure. Cash expenditures to construct replacement hospitals totaled$117 million for the year endedDecember 31, 2020 , compared to$36 million in 2019 and$4 million in 2018. The cash expenditures to construct replacement hospitals for the year endedDecember 31, 2020 , 2019 and 2018 65
-------------------------------------------------------------------------------- primarily represent construction costs for replacement facilities inLa Porte ,Indiana andFort Wayne, Indiana . During the year endedDecember 31, 2020 , 2019 and 2018, we had cash expenditures of$49 million ,$6 million and$2 million , respectively, that represent both planning and construction costs for two de novo hospitals in theTucson, Arizona market. We commenced operations for an 18-bed micro-hospital in that market during the fourth quarter of 2020, while the other de novo hospital is expected to be completed by 2022 and have 52 beds. Pursuant to a hospital purchase agreement from ourMarch 1, 2016 acquisition ofNorthwest Health -La Porte , formerly known asLa Porte Hospital , andNorthwest Health -Starke , formerly known asStarke Hospital , we committed to build replacement facilities in bothLa Porte ,Indiana andKnox, Indiana . Under the terms of such agreement, construction of the replacement hospital forNorthwest Health -La Porte was required to be completed within five years of the date of acquisition, orMarch 2021 . The completion of the replacement facility forNorthwest Health -La Porte inLa Porte ,Indiana , and transfer of operations, including renaming the hospital toNorthwest Health -La Porte , was completed onOctober 24, 2020 . In addition, construction of the replacement facility forNorthwest Health -Starke is required to be completed within five years of the date we enter into a new lease withStarke County, Indiana , the hospital lessor, or in the event we do not enter into a new lease withStarke County , construction shall be completed bySeptember 30, 2026 . We have not entered into a new lease with the lessor forNorthwest Health -Starke and currently anticipate completing construction of theNorthwest Health -Starke replacement facility in 2026. Construction costs, including equipment costs, for theNorthwest Health -La Porte totaled approximately$126 million as ofDecember 31, 2020 . Construction costs for theNorthwest Health -Starke replacement facility is currently estimated to be approximately$15 million . We expect total capital expenditures of approximately$400 million to$500 million in 2021, including approximately$47 million for construction costs of the de novo hospital that is expected to be completed by 2022 and approximately$63 million for construction costs of replacement facility inFort Wayne, Indiana .
Capital Resources
Net working capital was approximately$1.7 billion and$1.1 billion atDecember 31, 2020 andDecember 31, 2019 , respectively. Net working capital increased by approximately$550 million betweenDecember 31, 2019 andDecember 31, 2020 . This increase was primarily due to the increase in cash, driven by the receipt of PHSSEF funds, Medicare accelerated payments and the sale of hospitals, partially offset by a decrease in patient accounts receivable, an increase in other accrued liabilities and current maturities of long-term debt during the year endedDecember 31, 2020 . Approximately$656 million of the liability for Medicare accelerated payments is included within other long-term liabilities in the consolidated balance sheet. Such portion of Medicare accelerated payments, which is expected to be recouped after one year, is excluded from the calculation of net working capital. In addition to cash flows from operations, available sources of capital include amounts available under the asset-based loan (ABL) credit agreement, or the ABL Credit Agreement, which we entered into onApril 3, 2018 , as well as anticipated access to public and private debt markets. Pursuant to the ABL Credit Agreement, the lenders have extended toCHS/Community Health Systems Inc. , or CHS, a revolving asset-based loan facility, or the ABL Facility, in the maximum aggregate principal amount of$1.0 billion , subject to borrowing base capacity. AtDecember 31, 2020 , the available borrowing base under the ABL Facility was$679 million , of which we had no outstanding borrowings and letters of credit issued of$150 million . The issued letters of credit were primarily in support of potential insurance-related claims and certain bonds. As further described in Note 16 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K,$30 million of our outstanding letters of credit of$150 million was cancelled onJanuary 6, 2021 in relation to a professional liability claim that was settled and funded in the three months endedDecember 31, 2020 . Principal amounts outstanding under the ABL Facility, if any, will be due and payable in full onApril 3, 2023 . 2019 Financing Activity OnMarch 6, 2019 , we completed a private offering of$1.601 billion aggregate principal amount of the 8% Senior Secured Notes due 2026, or the 8% Senior Secured Notes due 2026. The net proceeds from this issuance were used to finance the repayment of approximately$1.557 billion aggregate principal amount of CHS' then outstanding Term H Facility and related fees and expenses. OnNovember 19, 2019 , we completed a tack-on offering of$500 million aggregate principal amount of additional 8% Senior Secured Notes due 2026, or the Additional 2026 Notes, increasing the total aggregate principal of the 8% Senior Secured Notes due 2026 to$2.101 billion . We used the proceeds from the Additional 2026 Notes to repay amounts outstanding under the then outstanding Revolving Facility, redeem all$121 million aggregate principal amount of CHS' then outstanding 71/8% Senior Notes due 2020 and repay borrowings outstanding under the ABL Facility. The additional 2026 Notes have identical terms, other than issue date, issue price and the date from which interest initially accrued, as the 8% Senior Secured Notes due 2026 issued onMarch 6, 2019 . The 8% Senior Secured Notes due 2026 bear interest at a rate of 8.000% per annum, payable semi-annually in arrears onMarch 15 andSeptember 15 of each year. The 8% Senior Secured Notes due 2026 are scheduled to mature onMarch 15, 2026 . The 8% Senior Secured Notes due 2026 are unconditionally guaranteed on a senior-priority secured basis by us and each of the CHS current and 66
-------------------------------------------------------------------------------- future domestic subsidiaries that provide guarantees under CHS' ABL Facility, any capital market debt securities of CHS (including CHS' outstanding senior notes) and certain other long-term debt of CHS. The 8% Senior Secured Notes due 2026 are secured by a shared first-priority lien on the Non-ABL Priority Collateral and a shared second-priority lien on the ABL Priority Collateral, in each case subject to certain exceptions. We terminated the Revolving Facility upon consummation of the Additional 2026 Notes offering and the outstanding letters of credit were moved under the ABL Facility. OnNovember 19, 2019 , we issued approximately$700 million aggregate principal amount of the 8% Senior Secured Notes due 2027, or the 8% Senior Secured Notes due 2027, and approximately$1.7 billion aggregate principal amount of 67/8% Senior Notes due 2028, or the 67/8% Senior Notes due 2028, in exchange for approximately$2.4 billion of 67/8% Senior Notes due 2022, or the 2019 Exchange Offer. No cash proceeds were received from the 2019 Exchange Offer. The 8% Senior Secured Notes due 2027 bear interest at a rate of 8.000% per annum, payable semi-annually in arrears onJune 15 andDecember 15 of each year, commencing onJune 15, 2020 . The 8% Senior Secured Notes due 2027 are scheduled to mature onDecember 15, 2027 . The 8% Senior Secured Notes due 2027 are unconditionally guaranteed on a senior-priority secured basis by us and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS' ABL Facility, any capital market debt securities of CHS (including CHS' outstanding senior notes) and certain other long-term debt of CHS. The 8% Senior Secured Notes due 2027 are secured by shared first-priority liens on the Non-ABL Priority Collateral and shared second-priority liens on the ABL Priority Collateral, in each case subject to certain exceptions. The 67/8% Senior Notes due 2028 bear interest at a rate of 6.875% per annum, payable semi-annually in arrears onApril 1 andOctober 1 of each year, commencing onApril 1, 2020 . The 67/8% Senior Notes due 2028 are scheduled to mature onApril 1, 2028 . The 67/8% Senior Notes due 2028 are unconditionally guaranteed on a senior-priority unsecured basis by us and each of the CHS current and future domestic subsidiaries that provide guarantees under CHS' ABL Facility, any capital market debt securities of CHS (including CHS' outstanding senior notes) and certain other long-term debt of CHS.
2020 Financing Activity
OnFebruary 6, 2020 , we completed a private offering of$1.462 billion aggregate principal amount of 6?% Senior Secured Notes dueFebruary 15, 2025 , or the 6?% Senior Secured Notes due 2025. We used the net proceeds of the offering of the 6?% Senior Secured Notes due 2025 to (i) purchase any and all of the 5?% Senior Secured Notes due 2021 validly tendered and not validly withdrawn in the cash tender offer announced onJanuary 23, 2020 , (ii) redeem all of the 5?% Senior Secured Notes due 2021 that were not purchased pursuant to such tender offer, (iii) purchase in one or more privately negotiated transactions approximately$426 million aggregate principal amount of its 6¼% Senior Secured Notes due 2023 and (iv) pay related fees and expenses. The 6?% Senior Secured Notes due 2025 bear interest at a rate of 6.625% per annum, payable semi-annually in arrears onFebruary 15 andAugust 15 of each year, commencing onAugust 15, 2020 . The 6?% Senior Secured Notes are scheduled to mature onFebruary 15, 2025 . The 6?% Senior Secured Notes due 2025 are unconditionally guaranteed on a senior-priority secured basis by us and each of the CHS current and future domestic subsidiaries that provide guarantees under the ABL Facility, any capital market debt securities of CHS (including CHS' outstanding senior notes) and certain other long-term debt of CHS. The 6?% Senior Secured Notes due 2025 and the related guarantees are secured by shared (i) first-priority liens on the Non-ABL Priority Collateral and (ii) second-priority liens on the ABL Priority Collateral that secures on a first-priority basis the ABL Facility, in each case subject to permitted liens described in the indenture governing the 6?% Senior Secured Notes due 2025.
As of
During August and September of 2020, we extinguished a portion of certain series of our outstanding notes through open market repurchases, as follows (in millions):
Principal Amount
6?% Senior Notes due 2028 $ 226
8?% Junior-Priority Secured Notes due 2024 1
6?% Senior Notes due 2022 34
Total principal amount of debt extinguished $ 261
A gain from early extinguishment of debt of approximately
OnOctober 30, 2020 , we commenced tender offers to purchase for cash a portion of our outstanding (i) 6?% Senior Notes due 2022, (ii) 8?% Junior-Priority Secured Notes due 2024, (iii) 9?% Junior-Priority Secured Notes due 2023, and (iv) 6?% Senior Notes due 2028, up to an aggregate principal amount that would not have resulted in the aggregate purchase price (excluding accrued and unpaid interest) exceeding$400 million . The tender offers expired onNovember 30, 2020 , and resulted in the extinguishment of approximately$87 million aggregate principal amount of indebtedness, as follows (in millions): 67 -------------------------------------------------------------------------------- Principal Amount 6?% Senior Notes due 2022 $ 72 8?% Junior-Priority Secured Notes due 2024 6 9?% Junior-Priority Secured Notes due 2023 2 6?% Senior Notes due 2028 7 Total principal amount of debt extinguished $ 87
A gain from early extinguishment of debt of approximately
OnDecember 7, 2020 , we entered into a privately negotiated agreement with a multi-asset investment manager who has certain funds and accounts which are holders of the 6?% Senior Notes due 2028. Pursuant to the agreement, we exchanged$700 million aggregate principal amount of the 6?% Senior Notes due 2028 for an aggregate consideration of$400 million of cash and 10 million newly issued shares of the Company's common stock. The exchange transaction was completed onDecember 9, 2020 and the shares of common stock issued in the exchange were not, and are not required to be, registered under the Securities Act of 1933 pursuant to an exemption from registration provisions via Section 3(a)(9) of the Securities Act of 1933. A gain from early extinguishment of debt of approximately$205 million was recognized associated with this exchange. OnDecember 28, 2020 , we completed a private offering of$1.9 billion aggregate principal amount of 5?% Senior Secured Notes due 2027, or the 5?% Senior Secured Notes due 2027, and$900 million aggregate principal amount of 6% Senior Secured Notes due 2029, or the 6% Senior Secured Notes due 2029. The proceeds of the offering were used to repurchase approximately$2.579 billion of the outstanding principal amount of 6¼% Senior Secured Notes due 2023 that were validly tendered and accepted for purchase pursuant to the early tender deadline of a tender offer that launched onDecember 11, 2020 , and to pay related fees. The remaining principal value of 6¼% Senior Secured Notes due 2023 that were not validly tendered as of the early tender deadline were redeemed or repurchased via the completion of the tender offer onJanuary 11, 2021 or redemption on January, 28, 2021. The 5?% Senior Secured Notes due 2027, which mature onMarch 15, 2027 , bear interest at a rate of 5?% per year payable semi-annually in arrears onMarch 15 andSeptember 15 of each year, commencing onSeptember 15, 2021 . The 6% Senior Secured Notes due 2029, which mature onJanuary 15, 2029 , bear interest at a rate of 6% per year payable semi-annually in arrears onJanuary 15 andJuly 15 of each year, commencing onJuly 15, 2021 . The 5?% Senior Secured Notes due 2027 and 6% Senior Secured Notes due 2029 are unconditionally guaranteed on a senior-priority secured basis by us and each of CHS' current and future domestic subsidiaries that provide guarantees under the ABL facility, any capital market debt securities of CHS (including CHS' outstanding senior notes) and certain other long-term debt of CHS. The 5?% Senior Secured Notes due 2027 and 6% Senior Secured Notes due 2029 and the related guarantees are secured by (i) first-priority liens on the Non-ABL Priority Collateral that also secures on a first-priority basis the Issuer's existing senior-priority secured notes, and (ii) second-priority liens on the ABL-Priority Collateral that secures on a first-priority basis the ABL Facility, in each case subject to permitted liens described in the applicable indenture. Our ability to meet the restricted covenants and financial ratios and tests in the ABL Facility and the indentures governing our outstanding notes can be affected by events beyond our control, and we cannot assure you that we will meet those tests. A breach of any of these covenants could result in a default under the ABL Facility and/or the indentures that govern our outstanding notes. Upon the occurrence of an event of default under the ABL Facility or indentures that govern our outstanding notes, all amounts outstanding under the ABL Facility and the indentures that govern our outstanding notes may become immediately due and payable and all commitments under the ABL Facility to extend further credit may be terminated. As ofDecember 31, 2020 , approximately$123 million of our outstanding debt of approximately$12.2 billion is due within the next 12 months and approximately 100% of our outstanding debt has a fixed rate of interest. As noted above, approximately$95 million of the current obligation as ofDecember 31, 2020 relates to the 6¼% Senior Secured Notes due 2023 which were redeemed inJanuary 2021 .
Various financing transactions were completed subsequent to
Any net proceeds from divestitures are expected to be used for general corporate purposes and capital expenditures.
ThroughDecember 31, 2020 , we received approximately$705 million in payments through the PHSSEF and various state and local sources, net of amounts that have been or will be repaid to HHS and various state and local agencies either voluntarily or in relation to entities that were previously divested, and approximately$1.2 billion of accelerated payments pursuant to the Medicare Accelerated and Advance Payment Program, of which approximately$1.1 billion remained outstanding as ofDecember 31, 2020 . As previously noted, PHSSEF payments are not required to be repaid, subject to certain terms and conditions, while payments received under the Medicare Accelerated and Advance Payment Program are required to be repaid. As ofDecember 31, 2020 , approximately 68 --------------------------------------------------------------------------------$425 million of Medicare accelerated payments are reflected within accrued liabilities-other in the condensed consolidated balance sheet while the remaining approximately$656 million are included within other long-term liabilities. Additionally, the CARES Act permits the deferral of payment of the employer portion of social security taxes betweenMarch 27, 2020 andDecember 31, 2020 , with 50% of the deferred amount dueDecember 31, 2021 and the remaining 50% dueDecember 31, 2022 . As ofDecember 31, 2020 , we have deferred approximately$144 million of which$72 million is included within accrued liabilities employee compensation and approximately$72 million is included within other long-term liabilities in the consolidated balance sheet. The deferral of the employer portion of social security taxes along with the funds received under the CARES Act provisions noted above, have positively impacted our cash flows from operations during 2020. As previously discussed, we may require an increased level of working capital if we experience extended billing and collection cycles resulting from negative economic conditions (including high unemployment and underemployment levels) arising from the COVID-19 pandemic, which may impact service mix, revenue mix, payor mix and patient volumes, as well as our ability to collect outstanding receivables. A material increase in the amount or deterioration in the collectability of accounts receivable will adversely affect our cash flows and results of operations, requiring an increased level of working capital. We believe that internally generated cash flows and current levels of availability for additional borrowing under the ABL Facility, as well as our continued access to the capital markets, will be sufficient to finance acquisitions, capital expenditures, working capital requirements, and any debt repurchases or other debt repayments we may elect to make or be required to make through the next 12 months. PHSSEF funds that we have received and may continue to receive under the CARES Act and related legislation will be used according to their terms and conditions as reimbursement for lost revenues and incremental expenses attributable to COVID-19, including working capital requirements and capital expenditures. As noted above, the COVID-19 pandemic has resulted in, and may continue to result in, significant disruptions of financial and capital markets, which could reduce our ability to access capital and negatively affect our liquidity in the future. Additionally, while we have received PHSSEF payments and accelerated Medicare payments under the CARES Act and related legislation and may continue to receive and be able to utilize PHSSEF payments which have been received, as noted above, there is no assurance regarding the extent to which anticipated ongoing negative impacts on us arising from the COVID-19 pandemic will be offset by benefits which we may recognize or receive in the future under the CARES Act and related legislation or any future stimulus measures. As noted above, during the year endedDecember 31, 2020 , we purchased a portion of certain series of our outstanding notes through open market purchases, and we may elect from time to time to continue to purchase our outstanding debt in open market purchases, privately negotiated transactions or otherwise. Any such debt repurchases will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions, applicable securities laws requirements, and other factors.
Supplemental condensed consolidating financial information
The 6?% Senior Notes due 2022, which are senior unsecured obligations of CHS, and the 6¼% Senior Secured Notes due 2023, which are senior secured obligations of CHS (collectively, "the Notes") are guaranteed on a senior basis by the Company and by certain of its existing and subsequently acquired or organized 100% owned domestic subsidiaries (collectively, the "subsidiary guarantors"). In addition, equity interests held by the Company in non-guarantor subsidiaries have been pledged as collateral under the Notes, except for equity interests held in three hospitals owned jointly with non-profit, health organizations. The Notes are fully and unconditionally guaranteed on a joint and several basis, with exceptions considered customary for such guarantees, limited to the release of the guarantee when a subsidiary guarantor's capital stock is sold, or a sale of all of the subsidiary guarantor's assets used in operations. There are no significant restrictions on the ability of the subsidiary guarantors to make distributions to the issuer. See Note 6 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K for additional information regarding the Notes. Summarized financial information is provided forCommunity Health Systems, Inc. (parent guarantor), CHS (issuer) and the subsidiary guarantors on a combined basis below in accordance withSEC Regulation S-X Rules 3-10 and 13-01. The accounting policies used in the preparation of this summarized financial information are consistent with those in the consolidated financial statements of the Company included in Part II, Item 8 of this Form 10-K, except that intercompany transactions and balances of the parent, issuer and subsidiary guarantor entities with non-guarantors entities have not been eliminated. Equity in earnings from investments in non-guarantors entities has not been presented.
From time to time, subsidiaries of the Company sell and/or repurchase noncontrolling interests in consolidated subsidiaries, which may change subsidiaries between guarantors and non-guarantors.
69
--------------------------------------------------------------------------------Summarized statement of income (loss) (in millions):
Year Ended
December 31, 2020
Net operating revenues $ 7,769
Income from operations 1,250
Net income 643
Net income attributable to Community Health Systems, Inc.
Stockholders 643
Summarized balance sheet (in millions):
December 31,
2020
Current assets $ 3,749
Noncurrent assets (a) 14,723
Current liabilities 2,384
Noncurrent liabilities (b) 13,527
(a) Includes amounts due from non-guarantor subsidiaries of
(b) Includes amounts due to non-guarantor subsidiaries of
Off-balance Sheet Arrangements
Off-balance sheet arrangements consist of letters of credit of$150 million issued on the ABL Facility, primarily in support of potential insurance-related claims and certain bonds, as well as approximately$17 million representing the maximum potential amount of future payments under physician recruiting guarantee commitments in excess of the liability recorded atDecember 31, 2020 . As further described in Note 16 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K,$30 million of our outstanding letters of credit of$150 million was cancelled onJanuary 6, 2021 in relation to a professional liability claim that was settled and funded in the three months endedDecember 31, 2020 . As described more fully in Note 15 of the Notes to the Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K, atDecember 31, 2020 , we have certain cash obligations for replacement facilities and other construction commitments of approximately$15 million .
Noncontrolling Interests
We have sold noncontrolling interests in certain of our subsidiaries or acquired subsidiaries with existing noncontrolling interest ownership positions. As ofDecember 31, 2020 , we have hospitals in 12 of the markets we serve, with noncontrolling physician ownership interests ranging from 1% to 40%. In addition, as ofDecember 31, 2020 we have five other hospitals with noncontrolling interests owned by non-profit entities or a for-profit subsidiary of a non-profit entity. Redeemable noncontrolling interests in equity of consolidated subsidiaries was$484 million and$502 million as ofDecember 31, 2020 and 2019, respectively, and noncontrolling interests in equity of consolidated subsidiaries was$87 million and$77 million as ofDecember 31, 2020 and 2019, respectively. The amount of net income attributable to noncontrolling interests was$96 million ,$85 million and$84 million for the years endedDecember 31, 2020 , 2019 and 2018, respectively. As a result of the change in the Stark Law "whole hospital" exception included in the Affordable Care Act, we are not permitted to introduce physician ownership at any of our hospital facilities that did not have physician ownership at the time of the adoption of the Affordable Care Act, or increase the aggregate percentage of physician ownership in any of our former or existing hospital joint ventures in excess of the aggregate physician ownership level held at the time of the adoption of the Affordable Care Act.
Reimbursement, Legislative and Regulatory Changes
Ongoing legislative and regulatory efforts could reduce or otherwise adversely affect the payments we receive from Medicare and Medicaid and other payors. Within the statutory framework of the Medicare and Medicaid programs, there are substantial areas subject to administrative rulings, interpretations and discretion which may further affect payments made under those programs, and the federal and state governments might, in the future, reduce the funds available under those programs or require more stringent utilization and quality reviews of hospital facilities. Additionally, there may be a continued rise in managed care programs and additional restructuring of the financing and delivery of healthcare inthe United States . These events could cause our future financial results to be adversely impacted. We cannot estimate the impact of Medicare and Medicaid reimbursement changes that have been enacted or are under consideration. We cannot predict whether additional reimbursement reductions will be made or whether any such 70 -------------------------------------------------------------------------------- changes or other restructuring of the financing and delivery of healthcare would have a material adverse effect on our business, financial conditions, results of operations, cash flow, capital resources and liquidity.
Inflation
The healthcare industry is labor intensive. Wages and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. In addition, our suppliers pass along rising costs to us in the form of higher prices. We have implemented cost control measures, including our case and resource management program, to curb increases in operating costs and expenses. We have generally offset increases in operating costs by increasing reimbursement for services, expanding services and reducing costs in other areas. However, we cannot predict our ability to cover or offset future cost increases, particularly any increases in our cost of providing health insurance benefits to our employees. Critical Accounting Policies The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance withU.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.
Critical accounting policies are defined as those policies that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. We believe that our critical accounting policies are limited to those described below.
Revenue Recognition
We record net operating revenues at the transaction price estimated to reflect the total consideration due from patients and third-party payors in exchange for providing goods and services in patient care. These services are considered to be a single performance obligation and have a duration of less than one year. Revenues are recorded as these goods and services are provided. The transaction price, which involves significant estimates, is determined based on our standard charges for the goods and services provided, with a reduction recorded for price concessions related to third party contractual arrangements as well as patient discounts and patient price concessions. During each of the years endedDecember 31, 2020 and 2019, the impact of changes to the inputs used to determine the transaction price was considered immaterial to the current period. Currently, several states utilize supplemental reimbursement programs for the purpose of providing reimbursement to providers to offset a portion of the cost of providing care to Medicaid and indigent patients. These programs are designed with input from the CMS and are funded with a combination of state and federal resources, including, in certain instances, fees or taxes levied on the providers. Under these supplemental programs, we recognize revenue and related expenses in the period in which amounts are estimable and collection is reasonably assured. Reimbursement under these programs is reflected in net operating revenues and fees, taxes or other program-related costs are reflected in other operating expenses. Net operating revenues include amounts estimated by management to be reimbursable by Medicare and Medicaid under prospective payment systems and provisions of cost-reimbursement and other payment methods. In addition, we are reimbursed by non-governmental payors using a variety of payment methodologies. Amounts we receive for treatment of patients covered by these programs are generally less than the standard billing rates. Explicit price concessions are recorded for contractual allowances that are calculated and recorded through internally-developed data collection and analysis tools to automate the monthly estimation of required contractual allowances. Within this automated system, payors' historical paid claims data are utilized to calculate the contractual allowances. This data is automatically updated on a monthly basis. All hospital contractual allowance calculations are subjected to monthly review by management to ensure reasonableness and accuracy. We account for the differences between the estimated program reimbursement rates and the standard billing rates as contractual allowance adjustments, which is one component of the deductions from gross revenues to arrive at net operating revenues. The process of estimating contractual allowances requires us to estimate the amount expected to be received based on payor contract provisions. The key assumption in this process is the estimated contractual reimbursement percentage, which is based on payor classification, historical paid claims data and, when applicable, application of the expected managed care plan reimbursement based on contract terms. Due to the complexities involved in these estimates, actual payments we receive could be different from the amounts we estimate and record. If the actual contractual reimbursement percentage under government programs and managed care contracts differed by 1% atDecember 31, 2020 from our estimated reimbursement percentage, net income (loss) for the year endedDecember 31, 2020 would have changed by approximately$76 million , and net accounts receivable atDecember 31, 2020 would have changed by$98 million . Final settlements under some of these programs are subject to adjustment based on administrative review and audit by 71 -------------------------------------------------------------------------------- third parties. We account for adjustments to previous program reimbursement estimates as contractual allowance adjustments and report them in the periods that such adjustments become known. Contractual allowance adjustments related to final settlements and previous program reimbursement estimates impacted net operating revenues and net income (loss) by an insignificant amount for each of the years endedDecember 31, 2020 , 2019 and 2018.
Patient Accounts Receivable
Substantially all of our accounts receivable are related to providing healthcare services to patients at our hospitals and affiliated businesses. Collection of these accounts receivable is our primary source of cash and is critical to our operating performance. Our primary collection risks relate to uninsured patients and outstanding patient balances for which the primary insurance payor has paid some but not all of the outstanding balance, with the remaining outstanding balance (generally deductibles and co-payments) owed by the patient. For all procedures scheduled in advance, our policy is to verify insurance coverage prior to the date of the procedure. Insurance coverage is not verified in advance of procedures for walk-in and emergency room patients. We estimate any adjustments to the transaction price for implicit price concessions by reserving a percentage of all self-pay accounts receivable without regard to aging category, based on collection history, adjusted for expected recoveries and any anticipated changes in trends. Our ability to estimate the transaction price and any implicit price concessions is not impacted by not utilizing an aging of our net accounts receivable as we believe that substantially all of the risk exists at the point in time such accounts are identified as self-pay. The percentage used to reserve for all self-pay accounts is based on our collection history. We believe that we collect substantially all of our third-party insured receivables, which include receivables from governmental agencies. Patient accounts receivable are recorded at net realizable value based on certain assumptions determined by each payor. For third-party payors including Medicare, Medicaid, and Managed Care, the net realizable value is based on the estimated contractual reimbursement percentage, which is based on current contract prices or historical paid claims data by payor. For self-pay accounts receivable, which includes patients who are uninsured and the patient responsibility portion for patients with insurance, the net realizable value is determined using estimates of historical collection experience without regard to aging category. These estimates are adjusted for estimated conversions of patient responsibility portions, expected recoveries and any anticipated changes in trends. Patient accounts receivable can be impacted by the effectiveness of our collection efforts. Additionally, significant changes in payor mix, business office operations, economic conditions or trends in federal and state governmental healthcare coverage could affect the net realizable value of accounts receivable. We also continually review the net realizable value of accounts receivable by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables, the impact of recent acquisitions and dispositions and the impact of current economic and other events. If the actual collection percentage differed by 1% atDecember 31, 2020 from our estimated collection percentage as a result of a change in expected recoveries, net income (loss) for the year endedDecember 31, 2020 would have changed by$42 million , and net accounts receivable atDecember 31, 2020 would have changed by$54 million . We also continually review our overall reserve adequacy by monitoring historical cash collections as a percentage of trailing net operating revenues, as well as by analyzing current period net revenue and admissions by payor classification, days revenue outstanding, the composition of self-pay receivables between pure self-pay patients and the patient responsibility portion of third-party insured receivables and the impact of recent acquisitions and dispositions. Our policy is to write-off gross accounts receivable if the balance is under$10.00 or when such amounts are placed with outside collection agencies. We believe this policy accurately reflects our ongoing collection efforts and is consistent with industry practices. We had approximately$3.3 billion atDecember 31, 2020 and$3.8 billion December 31, 2019 , being pursued by various outside collection agencies. We expect to collect less than 3%, net of estimated collection fees, of the amounts being pursued by outside collection agencies. As these amounts have been written-off, they are not included in our accounts receivable. Collections on amounts previously written-off are recognized as a recovery of net operating revenues when received. However, we take into consideration estimated collections of these future amounts written-off in determining the implicit price concessions used to measure the transaction price for the applicable portfolio of patient accounts receivable.
All of the following information is derived from our hospitals, excluding clinics, unless otherwise noted.
Patient accounts receivable from our hospitals represent approximately 98% of our total consolidated accounts receivable.
Days revenue outstanding, adjusted for the impact of receivables for state
Medicaid supplemental payment programs and divested facilities, was 52 days and
58 days at
Total gross accounts receivable (prior to allowance for contractual adjustments and implicit price concessions) was approximately$14.8 billion as ofDecember 31, 2020 and approximately$16.6 billion as ofDecember 31, 2019 . The approximate percentage of total 72 --------------------------------------------------------------------------------
gross accounts receivable (prior to allowance for contractual adjustments and implicit price concessions) summarized by aging categories is as follows:
As ofDecember 31, 2020 : % of Gross Receivables Payor 0 - 90 Days 90 - 180 Days 180 - 365 Days Over 365 Days Medicare 13 % 1 % - % - % Medicaid 7 % 1 % 1 % 1 % Managed Care and Other 31 % 4 % 3 % 3 % Self-Pay 8 % 6 % 9 % 12 % As ofDecember 31, 2019 : % of Gross Receivables 90 - 180 Payor 0 - 90 Days Days 180 - 365 Days Over 365 Days Medicare 13 % 1 % -% 1 % Medicaid 6 % 1 % 1 % 1 % Managed Care and Other 27 % 4 % 3 % 2 % Self-Pay 9 % 8 % 10 % 13 %
The approximate percentage of total gross accounts receivable (prior to allowances for contractual adjustments and implicit price concessions) summarized by payor is as follows:
December 31,
2020 2019
Insured receivables 64.3 % 59.5 %
Self-pay receivables 35.7 40.5
Total 100.0 % 100.0 %
The combined total at our hospitals and clinics for the estimated implicit price
concessions for self-pay accounts receivable and allowances for other self-pay
discounts and contractuals, as a percentage of gross self-pay receivables, was
approximately 91% and 90% at December 31, 2020 and December 31, 2019 ,
respectively. If the receivables that have been written-off, but where
collections are still being pursued by outside collection agencies, were
included in both the allowances and gross self-pay receivables specified above,
the percentage of combined allowances to total self-pay receivables would have
been 94% at both December 31, 2020 and December 31, 2019 .
Goodwill represents the excess of the fair value of the consideration conveyed in the acquisition over the fair value of net assets acquired.Goodwill is evaluated for impairment annually and when an event occurs or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. During 2017, we early adopted Accounting Standards Update ASU 2017-04, which allows a company to record a goodwill impairment when the reporting units carrying value exceeds the fair value determined in step one. Our most recent annual goodwill evaluation was performed during the fourth quarter of 2020 with anOctober 31, 2020 measurement date, which indicated no impairment. In addition, a detailed evaluation of potential impairment indicators was performed as ofDecember 31, 2020 , which specifically considered the volatility of the fair market value of our outstanding senior secured and unsecured notes and common stock during the year endedDecember 31, 2020 , as well as declines in patient volumes and net operating revenues resulting from the COVID-19 pandemic. On the basis of available evidence as ofDecember 31, 2020 , no impairment indicators were identified.
At
While no impairment was indicated in our annual goodwill evaluation as of theOctober 31, 2020 measurement date (or in our 2019 and 2018 goodwill impairment evaluations), we recorded material non-cash impairment charges during 2016 and 2017 which reduced the carrying value of our hospital operations reporting unit to an amount equal to our estimated fair values as of such prior year measurement dates. This increases the risk that future declines in fair value could result in goodwill impairment. The determination of fair value in our goodwill impairment analysis is based on an estimate of fair value for the hospital operations reporting unit utilizing known and estimated inputs at the evaluation date. Some of those inputs include, but are not limited to, the most recent price of our 73
-------------------------------------------------------------------------------- common stock or fair value of our long-term debt, estimates of future revenue and expense growth, estimated market multiples, expected capital expenditures, income tax rates, and costs of invested capital. Future estimates of fair value could be adversely affected if the actual outcome of one or more of the assumptions described above changes materially in the future, including a decline in our stock price or the fair value of our long-term debt, an increase in the volatility of our stock price or the fair value of our long-term debt, lower than expected net operating revenues or hospital volumes, higher market interest rates or increased operating costs. Such changes impacting the calculation of our fair value, the risks of which are amplified by the COVID-19 pandemic, could result in a material impairment charge in the future.
Impairment or Disposal of Long-Lived Assets
Whenever events or changes in circumstances indicate that the carrying values of certain long-lived assets may be impaired, we project the undiscounted cash flows expected to be generated by these assets. If the projections indicate that the reported amounts are not expected to be recovered, such amounts are reduced to their estimated fair value based on a quoted market price, if available, or an estimate based on valuation techniques available in the circumstances.
Professional Liability Claims
As part of our business of owning and operating hospitals, we are subject to
legal actions alleging liability on our part. We accrue for losses resulting
from such liability claims, as well as loss adjustment expenses that are
out-of-pocket and directly related to such liability claims. These direct
out-of-pocket expenses include fees of outside counsel and experts. We do not
accrue for costs that are part of our corporate overhead, such as the costs of
our in-house legal and risk management departments. The losses resulting from
professional liability claims primarily consist of estimates for known claims,
as well as estimates for incurred but not reported claims. The estimates are
based on specific claim facts, our historical claim reporting and payment
patterns, the nature and level of our hospital operations, and actuarially
determined projections. The actuarially determined projections are based on our
actual claim data, including historic reporting and payment patterns which have
been gathered over an approximately 20-year period. As discussed below, since we
purchase excess insurance on a claims-made basis that transfers risk to
third-party insurers, the liability we accrue does include an amount for the
losses covered by our excess insurance. We also record a receivable for the
expected reimbursement of losses covered by our excess insurance. Since we
believe that the amount and timing of our future claims payments are reliably
determinable, we discount the amount we accrue for losses resulting from
professional liability claims using the risk-free interest rate corresponding to
the timing of our expected payments.
The net present value of the projected payments was discounted using a
weighted-average risk-free rate 1.8%, 2.6% and 3.1% in 2020, 2019 and 2018,
respectively. This liability is adjusted for new claims information in the
period such information becomes known to us. Professional malpractice expense
includes the losses resulting from professional liability claims and loss
adjustment expense, as well as paid excess insurance premiums, and is presented
within other operating expenses in the accompanying consolidated statements of
income (loss).
Our processes for obtaining and analyzing claims and incident data are
standardized across all of our hospitals and have been consistent for many
years. We monitor the outcomes of the medical care services that we provide and
for each reported claim, we obtain various information concerning the facts and
circumstances related to that claim. In addition, we routinely monitor current
key statistics and volume indicators in our assessment of utilizing historical
trends. The average lag period between claim occurrence and payment of a final
settlement is between three and four years, although the facts and circumstances
of individual claims could result in the timing of such payments being different
from this average. Since claims are paid promptly after settlement with the
claimant is reached, settled claims represent approximately 1.0% of the total
liability at the end of any period.
For purposes of estimating our individual claim accruals, we utilize specific
claim information, including the nature of the claim, the expected claim amount,
the year in which the claim occurred and the laws of the jurisdiction in which
the claim occurred. Once the case accruals for known claims are determined,
information is stratified by loss layers and retentions, accident years,
reported years, geography, and claims relating to the acquired HMA hospitals
versus claims relating to our other hospitals. Several actuarial methods are
used against this data to produce estimates of ultimate paid losses and reserves
for incurred but not reported claims. Each of these methods uses our
company-specific historical claims data and other information. This
company-specific data includes information regarding our business, including
historical paid losses and loss adjustment expenses, historical and current case
loss reserves, actual and projected hospital statistical data, a variety of
hospital census information, employed physician information, professional
liability retentions for each policy year, geographic information and other
data.
Based on these analyses, we determine our estimate of the professional liability
claims. The determination of management's estimate, including the preparation of
the reserve analysis that supports such estimate, involves subjective judgment
of management. Changes in reserving data or the trends and factors that
influence reserving data may signal fundamental shifts in our future claim
development patterns or may simply reflect single-period anomalies. Even if a
change reflects a fundamental shift, the full extent of
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the change may not become evident until years later. Moreover, since our methods
and models use different types of data and we select our liability from the
results of all of these methods, we typically cannot quantify the precise impact
of such factors on our estimates of the liability. Due to our standardized and
consistent processes for handling claims and the long history and depth of our
company-specific data, our methodologies have historically produced reliably
determinable estimates of ultimate paid losses. Management considers any changes
in the amount and pattern of its historical paid losses up through the most
recent reporting period to identify any fundamental shifts or trends in claim
development experience in determining the estimate of professional liability
claims. However, due to the subjective nature of this estimate and the impact
that previously unforeseen shifts in actual claim experience can have, future
estimates of professional liability could be adversely impacted when actual paid
losses develop unexpectedly based on assumptions and settlement events that were
not previously known or anticipated.
Year Ended December 31,
2020 2019 2018
Accrual for professional liability claims,
beginning of year $ 612 $ 650 $ 711
Liability for insured claims (1) 17 (11 ) (21 )
Expense (income) related to:
Current accident year 102 115 161
Prior accident years 56 136 14
Expense (income) from discounting 10 12 (12 )
Total incurred loss and loss expense (2) 168 263 163
Paid claims and expenses related to:
Current accident year - (1 ) -
Prior accident years (195 ) (289 ) (203 )
Total paid claims and expenses (195 ) (290 ) (203 )
Accrual for professional liability claims,
end of year $ 602 $ 612 $ 650 (1) The liability for insured claims is recorded on the consolidated balance
sheet with a corresponding insurance recovery receivable.
(2) Total expense, including premiums for insured coverage, was
2020,
During the year endedDecember 31, 2020 , the Company incurred expenses in the amount of approximately$50 million related to the settlement of a professional liability claim for which the Company's third-party insurers' obligation to provide coverage to the Company in connection with the underlying loss is being litigated. In the ordinary course of business, the Company's expense with respect to professional liability claims which is actuarially determined is limited to amounts not covered by third-party insurance policies, which typically provide coverage for professional liability claims. The subject of the litigation for the recovery of the full amount of the$50 million settlement is whether the claim is covered under the subject policies. Aside from this matter, there were no significant changes in our estimate of the reserve for professional liability claims during the year endedDecember 31, 2020 . During the year endedDecember 31, 2019 , we experienced a significant increase in the amounts paid to settle outstanding professional liability claims, compared to the same period in the prior year and to previous actuarially determined estimates. This increase in claims paid related to claims incurred in 2016 and prior years and was primarily related to divested hospitals. The settlement of these claims at amounts greater than the previously determined actuarial estimates resulted in us recording a$70 million change in estimate during the three months endedJune 30, 2019 , and an additional$20 million change in estimate during the three months endedSeptember 30, 2019 based on updated actuarial estimates. No additional change in estimate related to these claims was recorded during the three months endedDecember 31, 2019 . We are primarily self-insured for these claims; however, we obtain excess insurance that transfers the risk of loss to a third-party insurer for claims in excess of our self-insured retentions. Our excess insurance is underwritten on a claims-made basis. For claims reported prior toJune 1, 2002 , substantially all of our professional and general liability risks were subject to a less than$1 million per occurrence self-insured retention and for claims reported fromJune 1, 2002 throughJune 1, 2003 , these self-insured retentions were$2 million per occurrence. Substantially all claims reported afterJune 1, 2003 and beforeJune 1, 2005 are self-insured up to$4 million per claim. Substantially all claims reported on or afterJune 1, 2005 and beforeJune 1, 2014 are self-insured up to$5 million per claim. Substantially all claims reported on or afterJune 1, 2014 and beforeJune 1, 2018 are self-insured up to$10 million per claim. Substantially all claims reported on or afterJune 1, 2018 are self-insured up to$15 million per claim. Management, on occasion, has selectively increased the insured risk at certain hospitals based upon insurance pricing and other factors and may continue that practice in the future. Excess insurance for all hospitals has been purchased through commercial insurance companies and generally covers us for liabilities in excess of the self-insured retentions. The excess coverage consists of multiple layers of insurance, the sum of which totals up to$95 million per occurrence and in the aggregate for claims reported on or after 75
--------------------------------------------------------------------------------June 1, 2003 , up to$145 million per occurrence and in the aggregate for claims reported on or afterJanuary 1, 2008 , up to$195 million per occurrence and in the aggregate for claims reported on or afterJune 1, 2010 , and up to at least$215 million per occurrence and in the aggregate for claims reported on or afterJune 1, 2015 . In addition, for integrated occurrence malpractice claims, there is an additional$50 million of excess coverage for claims reported on or afterJune 1, 2014 and an additional$75 million of excess coverage for claims reported on or afterJune 1, 2015 throughJune 1, 2020 . The$75 million in integrated occurrence coverage will also apply to claims reported betweenJune 1, 2020 andMay 31, 2021 for events that occurred prior toJune 1, 2020 but which were not previously known or reported. For certain policy years prior toJune 1, 2014 , if the first aggregate layer of excess coverage becomes fully utilized, then the self-insured retention will increase to$10 million per claim for any subsequent claims in that policy year until our total aggregate coverage is met. BeginningJune 1, 2018 , this drop-down provision in the excess policies attaches over the$15 million per claim self-insured retention. EffectiveJune 1, 2014 , the hospitals acquired from HMA were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims reported on or afterJune 1, 2014 except for physician-related claims with an occurrence date prior toJune 1, 2014 . Prior toJune 1, 2014 , the former HMA hospitals obtained insurance coverage through a wholly-owned captive insurance subsidiary and a risk retention group subsidiary which are domiciled in theCayman Islands andSouth Carolina , respectively. Those insurance subsidiaries, which are collectively referred to as the "Insurance Subsidiaries," provided (i) claims-made coverage to all of the former HMA hospitals and (ii) occurrence-basis coverage to most of the physicians employed by the former HMA hospitals. The employed physicians not covered by the Insurance Subsidiaries generally maintained claims-made policies with unrelated third party insurance companies. To mitigate the exposure of the program covering the former HMA hospitals and other healthcare facilities, the Insurance Subsidiaries bought claims-made reinsurance policies from unrelated third parties for claims above self-retention levels of$10 million or$15 million per claim, depending on the policy year. EffectiveJanuary 1, 2008 , the former Triad hospitals were insured on a claims-made basis as described above and through commercial insurance companies as described above for substantially all claims occurring on or afterJanuary 1, 2002 and reported on or afterJanuary 1, 2008 . Substantially all losses for the former Triad hospitals in periods prior toMay 1, 1999 were insured through a wholly-owned insurance subsidiary of HCA, Triad's owner prior to that time, and excess loss policies maintained by HCA. HCA has agreed to indemnify the former Triad hospitals in respect of claims covered by such insurance policies arising prior toMay 1, 1999 . FromMay 1, 1999 throughDecember 31, 2006 , the former Triad hospitals obtained insurance coverage on a claims incurred basis from HCA's wholly-owned insurance subsidiary with excess coverage obtained from other carriers that is subject to certain deductibles. Effective for claims incurred afterDecember 31, 2006 , Triad began insuring its claims from$1 million to$5 million through its wholly-owned captive insurance company, replacing the coverage provided by HCA. Substantially all claims occurring during 2007 were self-insured up to$10 million per claim.
Income Taxes
We must make estimates in recording provision for income taxes, including determination of deferred tax assets and deferred tax liabilities and any valuation allowances that might be required against the deferred tax assets. We believe that future income will enable us to realize certain deferred tax assets, subject to the valuation allowance we have established.
The total amount of unrecognized benefit that would impact the effective tax rate, if recognized, less than$1 million as ofDecember 31, 2020 . A total of less than$1 million of interest and penalties is included in the amount of liability for uncertain tax positions atDecember 31, 2020 . It is our policy to recognize interest and penalties related to unrecognized benefits in our consolidated statements of income (loss) as income tax expense. It is possible the amount of unrecognized tax benefit could change in the next 12 months as a result of a lapse of the statute of limitations and settlements with taxing authorities; however, we do not anticipate the change will have a material impact on our consolidated results of operations or consolidated financial position. Our federal income tax returns for the 2009 and 2010 tax years have been settled with the Internal Revenue Service. The results of these examinations were not material to our consolidated results of operations or consolidated financial position. Our federal income tax returns for the 2014 and 2015 tax years remain under examination by the Internal Revenue Service. We believe the results of these examinations will not be material to our consolidated results of operations or consolidated financial position. We have extended the federal statute of limitations throughDecember 31, 2021 forCommunity Health Systems, Inc. for the tax periods endedDecember 31, 2014 and 2015. Our federal income tax return for the 2018 tax year is under examination by the Internal Revenue Service.
Recent Accounting Pronouncements
InMarch 2020 , the FASB issued Accounting Standards Update, or ASU, 2020-04, or Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria that reference LIBOR or another rate that is 76 -------------------------------------------------------------------------------- expected to be discontinued. The amendments in the ASU are effective for all entities as ofMarch 12, 2020 throughDecember 31, 2022 . The adoption of this guidance did not have a material impact on our consolidated financial position or results of operations. We have evaluated all other recently issued, but not yet effective, ASUs and do not expect the eventual adoption of these ASUs to have a material impact our consolidated financial position or results of operations.
FORWARD-LOOKING STATEMENTS
Some of the matters discussed in this Report include "forward-looking statements" within the meaning of the federal securities laws, which involve risks, assumptions and uncertainties. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "thinks," and similar expressions are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, among other things:
• developments related to COVID-19, including, without limitation, related to
the length and severity of the pandemic; the volume of canceled or rescheduled
procedures; the volume of COVID-19 patients cared for across our health
systems; the timing and availability of effective medical treatments and
vaccines, including the timing and effectiveness of the ongoing rollout of
currently available vaccines; the spread of potentially more contagious and/or
virulent forms of the virus; measures we are taking to respond to the COVID-19
pandemic; the impact of government and administrative regulation on us;
changes in net revenue due to patient volumes, payor mix and negative
macroeconomic conditions; increased expenses related to labor, supply chain,
capital and other expenditures; workforce disruptions; and supply shortages
and disruptions;
• uncertainty regarding the implementation of the CARES Act, the PPPHCE Act, the
CAA and any other future stimulus measures related to COVID-19, including the
magnitude and timing of any future payments or benefits we may receive or
realize thereunder;
• general economic and business conditions, both nationally and in the regions
in which we operate, including economic and business conditions resulting from
the COVID-19 pandemic;
• the impact of current or future federal and state health reform initiatives,
including, without limitation, the Affordable Care Act, and the potential for
the Affordable Care Act to be repealed or found unconstitutional or otherwise
invalidated, or for additional changes to the law, its implementation or its
interpretation (including through executive orders and court challenges);
• the extent to and manner in which states support increases, decreases or
changes in Medicaid programs, implement health insurance exchanges or alter
the provision of healthcare to state residents through regulation or
otherwise;
• the future and long-term viability of health insurance exchanges and potential
changes to the beneficiary enrollment process;
• risks associated with our substantial indebtedness, leverage and debt service
obligations, including our ability to refinance such indebtedness on
acceptable terms or to incur additional indebtedness, and our ability to
remain in compliance with debt covenants, as well as risks associated with
disruptions in the financial and capital markets as the result of the COVID-19
pandemic which could impact us from a financing and liquidity perspective;
• demographic changes;
• changes in, or the failure to comply with, federal, state or local laws or
governmental regulations affecting our business, including any such laws or
governmental regulations which are adopted in connection with the COVID-19
pandemic;
• potential adverse impact of known and unknown government investigations,
audits, and federal and state false claims act litigation and other legal
proceedings;
• our ability, where appropriate, to enter into and maintain providerarrangements with payors and the terms of these arrangements, which may be
further affected by the increasing consolidation of health insurers and
managed care companies and vertical integration efforts involving payors and
healthcare providers;
• changes in, or the failure to comply with, contract terms with payors and
changes in reimbursement policies or rates paid by federal or state healthcare
programs or commercial payors;
• any potential impairments in the carrying value of goodwill, other intangible
assets, or other long-lived assets, or changes in the useful lives of other
intangible assets;
• changes in inpatient or outpatient Medicare and Medicaid payment levels and
methodologies;
• the effects related to the continued implementation of the sequestration
spending reductions and the potential for future deficit reduction
legislation;
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• increases in the amount and risk of collectability of patient accounts
receivable, including decreases in collectability which may result from, among
other things, self-pay growth and difficulties in recovering payments for
which patients are responsible, including co-pays and deductibles;
• the efforts of insurers, healthcare providers, large employer groups and
others to contain healthcare costs, including the trend toward value-based
purchasing;
• increases in wages as a result of inflation or competition for highlytechnical positions and rising supply and drug costs due to market pressure
from pharmaceutical companies and new product releases;
• liabilities and other claims asserted against us, including self-insured
malpractice claims;
• competition;
• our ability to attract and retain, at reasonable employment costs, qualified
personnel, key management, physicians, nurses and other healthcare workers;
• trends toward treatment of patients in less acute or specialty healthcare
settings, including ambulatory surgery centers or specialty hospitals or via
telehealth;
• changes in medical or other technology;
• changes in U.S. GAAP;
• the availability and terms of capital to fund any additional acquisitions or
replacement facilities or other capital expenditures;
• our ability to successfully make acquisitions or complete divestitures, our
ability to complete any such acquisitions or divestitures on desired terms or
at all, the timing of the completion of any such acquisitions or divestitures,
and our ability to realize the intended benefits from any such acquisitions or
divestitures;
• the impact that changes in our relationships with joint venture or syndication
partners could have on effectively operating our hospitals or ancillary
services or in advancing strategic opportunities;
• our ability to successfully integrate any acquired hospitals, or to recognize
expected synergies from acquisitions;
• the impact of seasonal severe weather conditions, including the timing and
amount of insurance recoveries in relation to severe weather events;
• our ability to obtain adequate levels of insurance, including general
liability, professional liability, and directors and officers liability
insurance;
• timeliness of reimbursement payments received under government programs;
• effects related to pandemics, epidemics, or outbreaks of infectious diseases,
including the novel coronavirus causing the disease known as COVID-19 as noted
above;
• the impact of cyber-attacks or security breaches;
• any failure to comply with the terms of the Corporate Integrity Agreement;
• the concentration of our revenue in a small number of states;
• our ability to realize anticipated cost savings and other benefits from our
current strategic and operational cost savings initiatives;
• changes in interpretations, assumptions and expectations regarding the Tax
Cuts and Jobs Act; and
• the other risk factors set forth in this Form 10-K and our other public
filings with the
Although we believe that these forward-looking statements are based upon
reasonable assumptions, these assumptions are inherently subject to significant
regulatory, economic and competitive uncertainties and contingencies, which are
difficult or impossible to predict accurately and may be beyond our control.
Accordingly, we cannot give any assurance that our expectations will in fact
occur, and we caution that actual results may differ materially from those in
the forward-looking statements. Given these uncertainties, prospective investors
are cautioned not to place undue reliance on these forward-looking statements.
These forward-looking statements are made as of the date of this filing. We
undertake no obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result of new
information, future events or otherwise.
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