munity Health Systems(CYH) - 2023 Q4 - Annual Report

PART I Item 1. Business Community Health Systems, Inc. is a major U.S. healthcare provider operating 71 hospitals and over 1,000 care sites, strategically expanding access and physician recruitment in a highly regulated and competitive market - As of December 31, 2023, the company operates 71 affiliated hospitals with approximately 12,000 beds and over 1,000 sites of care across 15 states[12] - The business strategy includes strengthening regional networks, expanding patient access points (e.g., primary care, urgent care, virtual health), recruiting physicians, and developing a more consumer-centric experience[17][18][21][23][25] - The U.S. healthcare industry is projected to grow at an average annual rate of 5.5% from 2024-2031, with hospital services growing at 6.1% annually[38][39] Selected Operating Data (Consolidated) | Metric | 2023 | 2022 | 2021 | | :------------------------------------------------ | :----- | :----- | :----- | | Number of hospitals (at end of period) | 71 | 80 | 83 | | Licensed beds (at end of period) | 11,902 | 12,832 | 13,289 | | Admissions | 435,913 | 434,765 | 442,445 | | Adjusted admissions | 992,552 | 975,737 | 950,717 | | Net operating revenues (in millions) | $12,490 | $12,211 | $12,368 | | Net (loss) income attributable to CHS, Inc. stockholders (in millions) | $(133) | $46 | $230 | | Adjusted EBITDA (in millions) | $1,453 | $1,466 | $1,969 | | Net cash flows provided by (used in) operating activities (in millions) | $210 | $300 | $(131) | Net Operating Revenues by Payor Source | Payor | 2023 (%) | 2022 (%) | 2021 (%) | | :-------------------------------- | :----- | :----- | :----- | | Medicare | 19.9 | 20.9 | 21.4 | | Medicare Managed Care | 16.8 | 16.1 | 15.1 | | Medicaid | 14.3 | 14.8 | 13.5 | | Managed Care and other third-party payors | 47.9 | 47.5 | 49.1 | | Self-pay | 1.1 | 0.7 | 0.9 | | Total | 100.0 | 100.0 | 100.0 | - The company's revenues are significantly concentrated in Indiana (17.1%), Alabama (14.4%), Texas (11.7%), and Florida (11.1%) as of December 31, 2023[61] - The company faces extensive government regulation, including fraud and abuse laws (Anti-Kickback Statute, Stark Law, False Claims Act), EMTALA, and HIPAA, with non-compliance potentially leading to severe penalties[63][72][78][86][90][95] - The healthcare industry is highly competitive, with competition from other hospitals, outpatient providers, and consolidating payors; tax-exempt and governmental hospitals often have funding advantages[131][132] - As of December 31, 2023, the company had approximately 61,000 employees, facing workforce challenges like nurse shortages and increased labor costs, addressed by centralized recruitment and enhanced benefits[139][140][141] Item 1A. Risk Factors The company faces significant risks from substantial indebtedness, adverse macroeconomic conditions, intense competition, regulatory changes, cybersecurity incidents, and challenges in recruiting and retaining qualified personnel - Substantial indebtedness could limit the company's ability to refinance, raise capital, react to market changes, and meet obligations, with $247 million outstanding under the ABL Facility as of December 31, 2023[165][166][167][169] - Negative macroeconomic conditions, including significant inflationary pressures, elevated interest rates, and challenging labor markets, have increased and may continue to increase operating expenses[177] - The company's financial results are vulnerable to reductions in reimbursement rates from federal/state programs and commercial payors, inability to maintain favorable contract terms, and shifts to insurance plans with greater coverage exclusions or narrower networks[194][195][198] - A shortage of qualified nurses and other healthcare personnel, coupled with competitive labor market conditions, has led to increased labor costs and may require further wage/benefit enhancements or reliance on more expensive temporary staff[215][216][217] - The company is subject to various legal, regulatory, and governmental proceedings, including government investigations and qui tam lawsuits, which could result in significant fines, penalties, or exclusion from government healthcare programs[221][222] - Cyber-attacks or security breaches pose a significant risk, potentially compromising confidential data, disrupting information systems, leading to patient harm, remediation expenses, liability under privacy laws (HIPAA), and reputational damage[250][252][255] Item 1B. Unresolved Staff Comments There are no unresolved staff comments Item 1C. Cybersecurity The company has a comprehensive cybersecurity risk management program, integrating industry best practices, external evaluations, and continuous monitoring, overseen by the Board and CISO, despite acknowledging ongoing threats and past incidents - The company's cybersecurity risk management program employs industry best practices, including NIST Cybersecurity Framework adoption, periodic external assessments, enterprise-wide security policies, mandatory training, regular testing, and an incident response plan[260] - The Board of Directors, particularly the Audit and Compliance Committee, provides oversight of cybersecurity risks, receiving quarterly updates from management and the CISO[267] - A multi-disciplinary Enterprise Risk Committee and a Cyber Risk Executive Steering Committee, chaired by the CISO, manage and monitor cybersecurity risks at the management level[268][269] - The company experienced a security breach on February 13, 2023, involving a third-party vendor, which exposed PHI and personal information of certain patients[263][250][251] - Despite ongoing threats and past incidents, the company does not believe identified cybersecurity risks have materially affected or are reasonably likely to materially affect its business strategy, results of operations, or financial condition[264] Item 2. Properties The company owns its corporate headquarters and operates 71 general care hospitals across 15 states, providing a wide range of inpatient and outpatient medical services, with a detailed list of properties provided - The company owns its corporate headquarters in Franklin, Tennessee, and operates regional service centers[272] - As of December 31, 2023, the company's subsidiaries own or lease 71 hospitals, providing general acute care, emergency room, surgery, critical care, internal medicine, obstetrics, diagnostic, psychiatric, and rehabilitation services[273][12] Hospitals Owned or Leased as of December 31, 2023 (Partial List) | Hospital | City | State | Licensed Beds | Ownership Type | | :----------------------------------- | :----------- | :------ | :------------ | :------------- | | South Baldwin Regional Medical Center | Foley | Alabama | 112 | Leased | | Grandview Medical Center | Birmingham | Alabama | 434 | Owned | | Flowers Hospital | Dothan | Alabama | 235 | Owned | | Mat-Su Regional Medical Center | Palmer | Alaska | 125 | Owned | | Western Arizona Regional Medical Center | Bullhead City | Arizona | 139 | Owned | | Northwest Medical Center | Tucson | Arizona | 287 | Owned | | Northwest Medical Center - Bentonville | Bentonville | Arkansas | 128 | Owned | | North Okaloosa Medical Center | Crestview | Florida | 110 | Owned | | East Georgia Regional Medical Center | Statesboro | Georgia | 149 | Owned | | Lutheran Hospital | Fort Wayne | Indiana | 396 | Owned | | Merit Health Wesley Hattiesburg | Hattiesburg | Mississippi | 211 | Owned | | Moberly Regional Medical Center | Moberly | Missouri | 99 | Owned | | Eastern New Mexico Medical Center | Roswell | New Mexico | 162 | Owned | | Lake Norman Regional Medical Center | Mooresville | North Carolina | 123 | Owned | | AllianceHealth Durant | Durant | Oklahoma | 138 | Owned | | Wilkes-Barre General Hospital | Wilkes-Barre | Pennsylvania | 369 | Owned | | Tennova Healthcare - Cleveland | Cleveland | Tennessee | 351 | Owned | | Laredo Medical Center | Laredo | Texas | 326 | Owned | | Total Licensed Beds at December 31, 2023 | | | 11,902 | | Item 3. Legal Proceedings The company is involved in various legal, regulatory, and governmental proceedings, including shareholder litigation and government investigations, with recent settlements and an ongoing FTC antitrust challenge to a proposed hospital sale - The company is subject to inquiries and subpoenas from state and federal government entities regarding Medicare and Medicaid issues, as well as claims and lawsuits in the ordinary course of business[279] - A federal securities class action (Caleb Padilla v. Community Health Systems, Inc., et al.) was tentatively settled and received final court approval on October 13, 2023[281] - Four shareholder derivative cases (Padilla Derivative Litigation) were tentatively settled and received final court approval on January 29, 2024[282] - A qui tam complaint (U.S. ex rel Larry Bomar v. Bayfront HMA Medical Center, LLC, et al) related to the Florida Low Income Pool Program was dismissed with prejudice on August 21, 2023, but the relator has filed an appeal[284] - The Federal Trade Commission (FTC) filed a complaint on January 25, 2024, seeking to enjoin the proposed sale of Lake Norman Regional Medical Center and Davis Regional Medical Center to Novant Health, Inc., alleging antitrust violations[289] - The Audit and Compliance Committee of the Board of Directors oversees the management of significant legal proceedings and the voluntary compliance program[290][291] Item 4. Mine Safety Disclosures This item is not applicable to the company PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock (CYH) is listed on the NYSE, with approximately 185 holders of record as of February 14, 2024, and restrictions on dividend payments and stock repurchases due to debt agreements, though $300 million capacity existed as of December 31, 2023 - The company's common stock is listed on the New York Stock Exchange under the symbol CYH[3] - As of February 14, 2024, there were 136,737,166 shares of common stock outstanding and approximately 185 holders of record[4][295] - The ABL Facility and note indentures restrict subsidiaries from paying dividends and making distributions, limiting the Parent Company's ability to pay dividends or repurchase stock[298] - As of December 31, 2023, the company had approximately $300 million of capacity for permitted dividends and/or stock repurchases[298] Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Number of Shares Purchased (shares) | Average Price Paid per Share ($) | | :------------------------- | :----------------------------- | :--------------------------- | | October 1, 2023 - October 31, 2023 | 7,181 | $2.90 | | November 1, 2023 - November 30, 2023 | — | — | | December 1, 2023 - December 31, 2023 | — | — | | Total | 7,181 | $2.90 | Item 6. Reserved This item is reserved and contains no information Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section reviews the company's financial performance, including net operating revenues, net income, and key operating metrics for 2023, 2022, and 2021, detailing acquisition and divestiture activities, legislative impacts, and critical accounting policies - The company is one of the nation's largest healthcare providers, operating 71 hospitals and over 1,000 care sites across 15 states as of December 31, 2023[305] - Economic conditions, including inflationary pressures, elevated interest rates, and challenging labor markets, have led to increased expenses for wages, temporary labor, and outsourced medical specialists[306] - In 2023, the company divested eight hospitals and sold a majority interest in one, generating approximately $518 million in net proceeds, while acquiring physician practices and other ancillary businesses for $38 million[308][309] - A definitive agreement to sell Lake Norman Regional Medical Center and Davis Regional Medical Center to Novant Health, Inc. is pending, currently facing an FTC challenge[317] Overview of Operating Results (2021-2023) | Metric | 2023 | 2022 | 2021 | | :------------------------------------------------ | :----- | :----- | :----- | | Net operating revenues (in millions) | $12,490 | $12,211 | $12,368 | | Net income (in millions) | $16 | $179 | $368 | | Net (loss) income attributable to CHS, Inc. stockholders (in millions) | $(133) | $46 | $230 | | Consolidated inpatient admissions (YoY change) (%) | +0.3 | -1.7 | - | | Consolidated adjusted admissions (YoY change) (%) | +1.7 | +2.6 | - | | Same-store inpatient admissions (YoY change) (%) | +3.5 | +0.5 | - | | Same-store adjusted admissions (YoY change) (%) | +5.3 | +5.0 | - | - Self-pay revenues increased to 1.1% of net operating revenues in 2023 from 0.7% in 2022; charity care services represented 10.4% of net operating revenues in 2023[321] - Legislative changes, including the expiration of COVID-19 continuous Medicaid enrollment requirements and the No Surprises Act, are impacting patient coverage, reimbursement, and price transparency[323][325] - Net cash provided by operating activities decreased to $210 million in 2023 from $300 million in 2022, partly due to SERP benefit payments and increased income tax payments[364][365] - Net working capital increased by approximately $170 million to $1.1 billion at December 31, 2023, primarily due to increases in accounts receivable and other current assets, and decreases in certain liabilities[371] - The company expects total capital expenditures of $350 million to $400 million in 2024[392] - Critical accounting policies involve significant estimates for revenue recognition (contractual allowances), patient accounts receivable collectability, goodwill impairment, professional liability claims, and income taxes[395][396][399][407][410][421] Item 7A. Quantitative and Qualitative Disclosures about Market Risk The company faces market risks from marketable securities and interest rate fluctuations on its variable-rate ABL Facility, with a hypothetical 1% interest rate increase potentially reducing pre-tax earnings by $118 million annually, mitigated by maintaining a majority of fixed-rate debt - The company is exposed to market risk from changes in the fair value of marketable securities (debt and equity) held by its captive insurance subsidiaries and for deferred compensation plans[432][433] - Interest rate risk primarily stems from the ABL Facility, which bears floating rates, with $247 million outstanding as of December 31, 2023[434] - A hypothetical 1% increase in interest rates could lead to an approximate $118 million reduction in future pre-tax earnings[435] - The company targets maintaining a majority of its debt portfolio at fixed rates to mitigate interest rate fluctuations[435] Item 8. Financial Statements and Supplementary Data This section presents the audited consolidated financial statements for 2023, 2022, and 2021, including statements of (loss) income, balance sheets, and cash flows, along with detailed notes and critical audit matters identified by Deloitte & Touche LLP - The financial statements were audited by Deloitte & Touche LLP, who expressed an unqualified opinion on the financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023[439][440] - Critical audit matters include management's estimates for self-pay patient accounts receivable, professional liability claims, and goodwill impairment, due to their complexity and reliance on significant data inputs and subjective assumptions[444][448][453] Consolidated Statements of (Loss) Income (in millions) | Metric | 2023 | 2022 | 2021 | | :------------------------------------------------ | :----- | :----- | :----- | | Net operating revenues | $12,490 | $12,211 | $12,368 | | Total operating costs and expenses | $11,533 | $11,390 | $10,966 | | Income from operations | $957 | $821 | $1,402 | | Interest expense, net | $830 | $858 | $885 | | Net income | $16 | $179 | $368 | | Net (loss) income attributable to Community Health Systems, Inc. stockholders | $(133) | $46 | $230 | Consolidated Balance Sheets (in millions) | Asset/Liability | December 31, 2023 | December 31, 2022 | | :------------------------------------ | :------------------ | :------------------ | | Cash and cash equivalents | $38 | $118 | | Patient accounts receivable | $2,231 | $2,040 | | Total current assets | $3,208 | $3,082 | | Property and equipment, net | $5,207 | $5,365 | | Goodwill | $3,958 | $4,166 | | Total assets | $14,455 | $14,669 | | Total current liabilities | $2,142 | $2,186 | | Long-term debt | $11,466 | $11,614 | | Total liabilities | $15,279 | $15,403 | | Total stockholders' deficit | $(1,147) | $(1,275) | Consolidated Statements of Cash Flows (in millions) | Cash Flow Activity | 2023 | 2022 | 2021 | | :------------------------------------ | :----- | :----- | :----- | | Net cash provided by (used in) operating activities | $210 | $300 | $(131) | | Net cash used in investing activities | $(26) | $(259) | $(524) | | Net cash used in financing activities | $(264) | $(430) | $(514) | | Net change in cash and cash equivalents | $(80) | $(389) | $(1,169) | | Cash and cash equivalents at end of period | $38 | $118 | $507 | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with accountants on accounting and financial disclosure Item 9A. Controls and Procedures The CEO and CFO concluded disclosure controls and internal controls over financial reporting were effective as of December 31, 2023, despite ongoing ERP system implementation and shared business operations leading to control changes - The CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, 2023[694] - Management's report on internal control over financial reporting concluded that internal controls were effective as of December 31, 2023, based on the COSO framework[705] - The company is implementing a new ERP system and expanding shared business operations, leading to new, replaced, or modified internal controls, with potential for additional material changes as this multi-year process continues[695] - Deloitte & Touche LLP, the independent registered public accounting firm, issued an unqualified attestation report on the company's internal control over financial reporting[706][709] Item 9B. Other Information This item reports no other information for the period, including no adoption or termination of Rule 10b5-1 or non-Rule 10b-5 trading arrangements by directors or officers Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections There are no disclosures regarding foreign jurisdictions that prevent inspections PART III Item 10. Directors, Executive Officers and Corporate Governance This section outlines the company's corporate governance, including its Code of Conduct and the Audit and Compliance Committee's oversight of internal controls and financial reporting, with further details incorporated by reference from the 2024 proxy statement - The company has a Code of Conduct applicable to all directors, officers, employees, and consultants, available on its website[717] - The Audit and Compliance Committee consists of five independent directors, four of whom are 'audit committee financial experts', overseeing internal controls, financial reporting, and the corporate compliance program[720] - The Audit and Compliance Committee reviews and discusses audited consolidated financial statements with management and the independent registered public accounting firm, and monitors the overall scope and plans for audits[721][722] Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement for its 2024 annual meeting of stockholders Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners and management, and related stockholder matters, is incorporated by reference from the company's definitive proxy statement for its 2024 annual meeting of stockholders Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships and related transactions, and director independence, is incorporated by reference from the company's definitive proxy statement for its 2024 annual meeting of stockholders Item 14. Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the company's definitive proxy statement for its 2024 annual meeting of stockholders PART IV Item 15. Exhibits and Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed as part of the Form 10-K, including consolidated financial statements, condensed financial information, and a comprehensive list of various agreements and certifications - The financial statements and supplementary data are referenced from Item 8 in Part II[732] - Schedule I – Condensed Financial Information of Registrant is included within the notes to the consolidated financial statements on page 115[733] - A comprehensive list of exhibits is provided, including various agreements (e.g., Separation and Distribution Agreement, Asset Purchase Agreements), indentures for senior secured and junior-priority secured notes, intercreditor agreements, and executive compensation plans[736][737][738][739][740][741][742] Item 16. Form 10-K Summary This item indicates that no Form 10-K Summary is provided