Upload
others
View
1
Download
0
Embed Size (px)
Citation preview
FORM OF COMPLIANCE CERTIFICATE (2012 Term Loan)
To: Bank of America, N.A. (the "Bank")
This Compliance Certificate is furnished pursuant to the Term Loan Agreement dated as of June 27, 2012, as modified by the First Amendment to Term Loan Agreement dated May 14, 2014 and the Second Amendment to Term Loan Agreement dated as of June 23, 2014 (as further amended, modified, renewed or extended from time to time, the "Agreement") between Bank of America, N.A. (the "Bank ") and SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Corporation") for itself as Corporation and as Obligated Group Agent on behalf of the Obligated Group. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERS IGNED HEREBY CERTIFIES THAT:
1. I am the Treasurer of the Corporation.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on June 30, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 7.l(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Bank and the quarterly financial statements previously furnished to the Bank pursuant to Section 7.1(i) of the Agreement; and (except as set forth in paragraph 4 below), no Event of Default or Default has occurred.
4. I have no knowledge of the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Relevant Period or as of the date of this Compliance Certificate, except as set forth below:
The following Defaults exist, and with respect to each such Default I have described in detail the nature of such Default, the period of its existence, the status thereof and the action which the Borrower has taken, is taking, or proposes to take to correct or remedy such Default:
The foregoing certifications, together with any financial data and computations provided herewith, are made and delivered this 27th day of August, 2014.
1483577.02
SS1vf HEALTH CARE CORPORATION
By:Nrui/~~ Its: Treasurer
1483577.02
2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CARE CORPORATION
COMPLIANCE CALCULATIONS FOR CONTINUING COVENANT AGREEMENT
DATED AS OF MAY 1, 2014
CALCULATIONS AS OF SEPTEMBER 30, 2014.
A. Historical Debt Service Coverage Ratio of the Credit Group (Section 7.19(a})
1 Income Available for Debt Service
2 Debt Service Requirements on Funded Indebtedness
3 Ratio of Line A 1 to Line A2
4 Line A3 must be greater than or equal to
5 The Credit Group is in compliance (circle yes or no)
B. Davs Cash on Hand Ratio of the Credit Group (Section 7 .19(b ))
$ 540,292
$ 68,668
7.87:1.0
1.10:1.0
@no
1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1 ,822,129 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash, cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan, line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 7 .19(b) of the Agreement and (ii) cash of
the Credit Group which has been posted as collateral under any Swap Contract)
2 365
3 Product of Line 81 and Line 82
4 Total operating expense of the Credit Group (excluding depreciation, amortization, non cash expenses relating to uncollectible accounts and expenses paid or payable from restricted funds) incurred during the 12-month period ending on such date of calculation
5 Ratio of Line 83 to Line 84
6 Line 85 must be greater than or equal to
7 The Credit Group is in compliance (circle yes or no)
273
497,441 ,217
$ 2,536,762
196 days
75 days
@no
EXHIBIT A
CERTIFICATE OF COMPLIANCE
The Bank of New York Mellon Trust Company, N.A., as bond trustee (the "Bond Trustee") St Louis, Missouri
Re: Certificate of Compliance for Fiscal Quarter Ending June 30, 2014
Ladies and Gentlemen:
The undersigned is the Parent Representative as such term defined in the Bond Trust Indenture dated as of July 1, 2012 between the Authority and the Bond Trustee. This certificate is delivered pursuant to the requirements of Section 9.2 of the Loan Agreement dated as of July 1, 2012 between the Authority and SSM Health Care Corporation ("the Parent"). Certain terms used herein have the meanings assigned in the Bond Trust Indenture. The undersigned hereby certifies as follows on behalf of the Parent:
(a) He has made or caused to be made a review of the activities of the Parent for the fiscal quarter ended September 30. 2014 and of the performance of the Parent of its obligations under the Loan Agreement;
(b) He is familiar with the provisions of the Loan Agreement, the Master Indenture, the Tax Agreement and the Tax Use agreement (collectively, the "Borrowers documents") and, to the best of his knowledge, based on such review:
(i) the Parent has fulfilled all of its obligations under the Borrower Documents, and
(ii) there is no event of default, or any event which, with the passage of time or the giving of notice, would become an event of default under any Borrower Document.
Dated as of 11/25/14
SSM Health Care Corporation
By 2~· ~~ 7 Kris A Zimme(
Its: Treasurer
A-1
SSM HEALTH CARE CREDIT GROUP
Utilization Statistics for the most recent fiscal year:
Licensed Beds Staffed Beds Admissions* Patient Days* Average Length of Stay (Days) Percentage occupancy** Emergency Room visits, net Outpatient Clinic Visits
* Excludes newborns, including skilled nursing ** Of beds in service
4,173 3,486
117,077 640,589
5.5 67.3%
490,635 1,038,130
Percentage of Gross Revenues by payor class for most recent fiscal year:
Medicare Medicaid Managed Care Other
Medicare Case Mix Index for the most recent fiscal year:
33% 12% 45% 10%
1.67
11/21/201 4
ATTACHMENT A
Pursuant to Section 404 of the Master Trust Indenture (Amended and Restated) between SSM Health Care Corporation and BNY Trust Company of Missouri (as successor to State Street Bank and Trust Company, N.A.) as Master Trustee Dated May 15, 1998
For the Fiscal Year Ended September 30, 2014 (Dollars in Thousands)
Historical Debt Service Coverage Ratio of the Credit Group:
Income Available for Debt Service Debt Service Requirements on Funded Indebtedness
Conclusion:
$540,292 $68,668
= 7.87
The ratio exceeds the 1.10 minimum required by the Master Trust Indenture.
11/21/2014
FORM OF COMPLIANCE CERTIFICATE (Series 20 141)
To: JPMorgan Chase Bank, National Association (the "Purchaser")
This Compliance Certificate is furnished pursuant to the Continuing Covenant Agreement dated as of May 1, 2014, (as amended, modified, renewed or extended from time to time, the "Agreement") between JPMorgan Chase Bank, National Association (the "Purchaser ") and SSM HEA LTH CARE CORPORATION, a Missouri nonprofit corporation (the "Corporation") for itself as Corporation and as Obligated Group Agent on behalf of the Obligated Group. Unless otherwise defined herein, capitalized terms used in thi s Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the Treasurer of the Corporation.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on September 30, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 6.0l(a)(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Purchaser and the quarterly financial statements previously furnished to the Purchaser pursuant to Section 6.0l(a)(i) of the Agreement; and (except as set forth in paragraph 4 below), no Event ofDefault or Default has occurred.
4. I have no knowledge of the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Relevant Period or as of the date of thi s Compliance Certificate, except as set forth below:
The following Defaults exist, and with respect to each such Default I have described in detai l the nature of such Default, the period of its existence, the status thereof and the action which the Borrower has taken, is taking, or proposes to take to correct or remedy such Default:
None ---------------- ----------------------------------------
The foregoing certifications, together with any financial data and computations provided herewith, are made and delivered this 25th day ofNovember, 2014.
SSJ'v1 HEALTH CARE CORPORATION
By:N~/~~ Its: Treasurer
1483577.02
2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CARE CORPORATION
COMPLIANCE CALCULATIONS FOR CONTINUING COVENANT AGREEMENT
DATED AS OF MAY 1, 2014
CALCULATIONS AS OF SEPTEMBER 30, 2014.
A. Historical Debt SeNice Coverage Ratio of the Credit Group (Section 6.20(a))
1 Income Available for Debt SeNice
2 Debt SeNice Requirements on Funded Indebtedness
3 Ratio of Line A 1 to Line A2
4 Line A3 must be greater than or equal to
5 The Credit Group is in compliance (circle yes or no)
B. Days Cash on Hand Ratio of the Credit Group (Section 6.20(b))
$ 540,292
$ 68,668
7.87:1.0
1.10:1.0
@ no
1 Total cash. cash equivalents and marketable securities of the Credit Group $ 1,822,129 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash , cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan, line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 6.20(b) of the Agreement and (ii) cash of
the Credit Group which has been posted as collateral under any Swap Contract)
2 365
3 Product of Line 81 and Line 82
4 Total operating expense of the Credit Group (excluding depreciation, amortization, non cash expenses relating to uncollectible accounts and expenses paid or payable from restricted funds) incurred during the 12-month period ending on such date of calculation
5 Ratio of Line 83 to Line 84
6 Line 85 must be greater than or equal to
7 The Credit Group is in compliance (circle yes or no)
273
497,441 ,217
$ 2,536,762
196 days
75 days
@no
Citibank N.A. 2nd Floor 399 Greenwich Street New York, NY 10013
OFFICER'S CERTIFICATE
Attn: Manager Credit and Financial Products
Re: Officer's Certificate for Fiscal Quarter Ending September 30, 2014
Ladies and Gentlemen:
This Compliance Certificate is furnished pursuant to that certain Libor Rate Loan Agreement dated July 26, 2012, (as amended, modified, renewed or extended from time to time, the "Agreement") among CITIBANK, N.A. (the "Initial Lender"), the HEALTH AND EDUCATIONAL FACILITIES AUTHORITY OF THE STATE OF MISSOURI, a body politic and corporate and public instrumentality organized and existing under the laws of the State of Missouri (the "Authority"), SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Borrower") for itself as Borrower and as Obligated Group Agent on behalf of the Obligated Group, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. , as bond trustee (the "Trustee") and CITIBANK, N.A. , as agent for the Lenders (the "Agent"), and for itself as Initia l Lender (the "Initial Lender") and the other Lenders from time to time a party thereto. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the Treasurer of the Borrower.
2. This Compliance Certificate is provided with respect to the calendar quarter ending on September 30, 2014 (the "Relevant Period").
3. Under my supervision, the Borrower has made a review of its activities during the preceding Fiscal Year for the purpose of determining whether or not the Borrower has complied with all of the terms, provisions, covenants and conditions of th is Agreement and the Related Documents, and to the best of my knowledge the Borrower and each Member has kept, observed , performed and fulfilled each term, provision , covenant and condition and (except as set forth in paragraph 4 below) is not in Default in the performance or observance of any of the terms, covenants, provisions or conditions of this Agreement or any of the other Related Documents; and
4. I have no knowledge of the existence of any condition or event which constitutes a Default during or at the end of the Relevant Period or as of the date of this Compliance Certificate, except as set forth below:
I:\123\TREASURY\Compliance\Quarterly\2014\Q3\Citi Exhibit B 2012 Cert 3Q14.docx
The following Defaults exist, and with respect to each such Default I have described in detai l the nature of such Default, the period of its existence, the status thereof and the action which the Borrower has taken, is taking or proposes to take to correct or remedy such Default:
NONE
5. In accordance with Section 5.02(c) of the Agreement, I certify on behalf of the Borrower that the Borrower is in compliance with the financial covenants in Section 5.16 of the Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of June 30, 2014, for the Relevant Period:
(a) Pursuant to Section 5.16(a), the Historical Debt Service Coverage Ratio 6.40, for the 12-month period then ended September 30, 2014. Pursuant to Section 5.16(b), the Days' Cash on Hand Ratio is 201 days as of the last day of such Fiscal Quarter.
(b) Annex A attached hereto sets forth financial data and computations evidencing the Borrower's compliance with the above covenants of the Agreement, all of which data and computations are true, complete and correct.
The foregoing certifications, together with any financial data and computations provided herewith, are made and delivered this 25th day of November, 2014.
Name Kris A. Zimmer
Title Treasurer
1:\123\TREASURY\Compliance\Quarterly\201 4\03\Cili Exhibit B 2012 Cert 3Q14 .docx
HISTORICAL DEBT SERVICE COVERAGE
Fiscal Year Ended December 31, (in thousands)
Net Income
l oss on early extinguishment of debt Depreciation and amortization lmpa~rment loss Unrealized (gams) losses MTM adjustment on interest rate swaps Interest expense
Tota11ncome available
Actual debt service Actual debt service coverage
LIQUIDITY
Current Assets: Cash and Investments Days Cash and Investments
Assets Whose Use Is Limited (excluding trustee-held funds, self insurance trust funds and donor restricted funds)
Cash and Investments Days Cash and Investments
Total Days Cash and Investments
SOURCES OF PATIENT REVENUES
Medicare Med1ca1d Managed Care Commercial, Se~-Pay and Other
UTILIZATION BY MARKET
Licensed Beds
Page 1 of 2
As of 12/31/2014
2013 2014
$202.684
171.376 6.735
(62,516) (60.512) 42,455
$300,224 $ 300,224
$60,260 5.0 X
$ 164,368 2,316
146.491
10,602 23,153 36.269
$ 405.219 $ 540.292 Annualized $ 66.668
7.9 X
Fiscal Year Ended December 31, (in thousands)
2012 2013 2014
$95.416 12
$124,995 15
$95.394 10
$1 ,397.425 $1,475.994 $1 .726,735 183 181 166 195 196 196
Gross Revenue by Payor Fiscal Year Ended December 31,
2012 2013 2013
33% 12% 46% 9%
100%
34% 12% 43% 11%
33% 12% 45% 10%
100%
Region Acute Post Acute
SSMHC -St. louis SSMHC of Wisconsin SSMHC of Oklahoma Good Samaritan St. Marys, Jefferson City St. Francis, Maryville
Total
Admissions
Region
SSMHC - St. louis SSMHC of Wisconsin SSMHC of Oklahoma Good Samaritan St. Marys, Jefferson City St. Francis, Maryville
Total
Total Patient Days
SSMHC - St. Louis SSMHC of Wisconsin SSMHC of Oklahoma St. Francis, Blue Island Good Samaritan St. Marys, Jefferson City St. Francis, Maryville
Total
1.901 590 766 247 255
!!.1 3,662
2012
82.438 26,303 22.248 13,180 8,067 1,390
153,626
2012
390.334 207.934 157,852
0 50,521 32,939
6.140 645.720
0 311
0 0 0 Q
311
2013
60.455 26 ,294 26,057 12,71 4 8.629 1,46 1
155,610
2013
386.539 206,106 173,282
0 49.461 34,250 6,376
658,016
Admission and patient day data Include acute, rehabilitation and long-term care. Page 2 of 2
2014
6 1.907 19,362 18,660 9,391 6.524 1,233
117,077
2014
293.487 154.084 126.409
0 35.759 26,008 4,842
640,569
11/21/2014
For the Quarter/Year ended September 30, 2014 ("Statement Date")
Annex A to the Compliance Certificate
I. Section 5.16(a) - Historical Debt Service Coverage Ratio
A. Income Available for Debt Service for the twelve month period ending on the Statement Date:
B. Debt Service Requirements on Funded Indebtedness for the twelve month period ending on the Statement Date:
C. Debt Service Coverage Ratio (line II .A.9 I Line II .B):
Measured quarterly
Minimum required:
II . Section 5.16(b) - Days Cash on Hand Ratio.
A. Aggregate Cash of the Obligated Group at the Statement Date:
B. Total Operating Expenses for the 12 month period ending at the Statement Date:
C. Days Cash (line II .A. • 365 I Line II.B):
Measured on the second fiscal quarter and fourth fisca l quarter.
Minimum required:
$442,544
$68,668
6.4 to 1
1.1 to 1
$1,822,129
3,304,905
201 to 1
75 to 1
1112112014
EXHIBITF
COMPLIANCE CERTIFICATE
To: Wells Fargo Bank, National Association, as Administrative Agent
This Compliance Certificate is furnished pursuant to that certain Revolving Credit Agreement dated as of February 28, 2014 (as amended, modified, renewed or extended from time to time, the "Agreement") by and among SSM Health Care Corporation, a Missouri nonprofit corporation (the "Corporation") as Obligated Group Agent on behalf of itself and each Member of the Obligated Group, The Northern Trust Company, as a Bank, and Wells Fargo Bank, National Association, as Administrative Agent and as a Bank. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT: I . I am the Treasurer of the Corporation.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on September 30,2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 6.1 (i)(l) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Administrative Agent and the quarterly financial statements previously furnished to the Administrative Agent pursuant to Section 6.1 (i)(l) of the Agreement; and except as set forth in paragraph 4 below, no Event of Default or Default has occurred.
4 . I have no knowledge of the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Relevant Period or as of the date of this Compliance Certificate, except as set forth below:
The following Events of Default or Defaults exist, and with respect to each such Event of Default or Default I have described in detail the nature of such Event of Default or Default, the period of its existence, the nature and status thereof and the remedial steps which the Corporation has taken, is taking, or proposes to take to correct or remedy such Default:
NONE
5. In accordance with Section 6.1 of the Agreement, I certify on behalf of the Corporation that the Corporation is in compliance with the financial covenants in Section 6.19 of the Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of September 30, 2014 for the Relevant Period:
(a) Pursuant to Section 6.19(a), the Historical Debt Service Coverage Ratio as of September 30, 2014 is 7.87, for the 12-month period then ended. Pursuant to Section 6.19(b ), the Days' Cash on Hand Ratio is 196 days as of September 30, 2014.
(b) Annex J attached hereto sets forth financial data and computations evidencing the Corporation's compliance with the above covenants of the Agreement, all of which data and computations are true, complete and correct.
The foregoing certifications, together with any financial data and computations provided herewith, are made and delivered this 25th day of November, 2014.
SSM I-IEALTH CARE CORPORATION
By 72~;~ Name Kris A. Zimmer
Title Treasurer
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CARE CORPORATION
COMPLIANCE CALCULATIONS FOR REVOLVING CREDIT AGREEMENT
DATED FEBRUARY 28,2014
CALCULATIONS AS OF SEPTEMBER 30, 2014.
A. Historical Debt Service Coverage Ratio of the Credit Group (Section 6.19(a))
1 Income Available for Debt Service
2 Debt Service Requirements on Funded Indebtedness
3 Ratio of Line A 1 to Line A2
4 Line A3 must be greater than or equal to
5 The Credit Group is in compliance (circle yes or no)
B. Davs Cash on Hand Ratio of the Credit Group (Section 6.19(b))
$ 540,292
$ 68,668
7.87:1.0
1.10:1.0
@no
1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1 ,822,129 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash, cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan, line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 6.20(b) of the Agreement and (ii) cash of
the Credit Group which has been posted as collateral under any Swap Contract)
2 365
3 Product of Line 81 and Line 82
4 Total operating expense of the Credit Group (excluding depreciation, amortization, non cash expenses relating to uncollectible accounts and expenses paid or payable from restricted funds) incurred during the 12-month period ending on such date of calculation
5 Ratio of Line 83 to Line 84
6 Line 85 must be greater than or equal to
7 The Credit Group is in compliance (circle yes or no)
273
497,441 ,217
$ 2,536,762
196 days
75 days
@no
FORM OF COMPLIANCE CERTIFICATE (Series 2014K)
To: PNC Bank, National Association (the "Purchaser ")
This Compliance Certificate is furnished pursuant to the Continuing Covenant Agreement dated as of May 1, 2014, (as amended, modified, renewed or extended from time to time, the "Agreement") between PNC Bank, National Association (the "Purchaser ") and SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Corporation ") for itself as Corporation and as Obligated Group Agent on behalf of the Obligated Group. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTI FIES THAT:
1. I am the Treasurer of the Corporation.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on September 30, 20 14 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 6.01 (a)(i) of the Agreement for the most recent fi scal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Purchaser and the quarterly financial statements previously furnished to the Purchaser pursuant to Section 6.01 (a)(i) of the Agreement; and except as set forth in paragraph 4 below, no Event of Default or Default has occurred.
4. I have no knowledge of the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Relevant Period or as of the date of this Compliance Certificate, except as set forth below:
The following Events of Default or Defaults exist, and with respect to each such Event of Default or Default I have described in detail the nature of such Event of Default or Default, the period of its existence, the nature and status thereof and the remedial steps which the Corporation has taken, is taking, or proposes to take to correct or remedy such Default:
NONE
The foregoing certifications, together with any financial data and computations provided herewith, are made and delivered this 25th day ofNovember, 2014.
SSM HEALTH CARE CORPORATION
By /~ 4#-· ~ 7
Name Kris A. Zimmer
Title Treasurer
2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CARE CORPORATION
COMPLIANCE CALCULA TJONS FOR CONTINUING COVENANT AGREEMENT
DATED AS OF MAY 1, 2014
CALCULATIONS AS OF SEPTEMBER 30, 2014.
A. Historical Debt Service Coverage Ratio of the Credit Group (Section 6.20(a))
1 Income Available for Debt Service
2 Debt Service Requirements on Funded Indebtedness
3 Ratio of Line A 1 to Line A2
4 Line A3 must be greater than or equal to
5 The Credit Group is in compliance (circle yes or no)
B. Days Cash on Hand Ratio of the Credit Group (Section 6.20(b))
$ 540,292
$ 68,668
7.87:1.0
1.10:1.0
@no
1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1,822,129 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash, cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan, line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 6.20(b) of the Agreement and (ii) cash of
the Credit Group which has been posted as collateral under any Swap Contract)
2 365
3 Product of Line 81 and Line 82
4 Total operating expense of the Credit Group (excluding depreciation, amortization, non cash expenses relating to uncollectible accounts and expenses paid or payable from restricted funds) incurred during the 12-month period ending on such date of calculation
5 Ratio of Line 83 to Line 84
6 Line 85 must be greater than or equal to
7 The Credit Group is in compliance (circle yes or no)
273
497,441 ,217
$ 2,536,762
196 days
75 days
@no
FORM OF COMPLIANCE CERTI FICATE
To: Union Bank, N.A. (the "Agent ")
This Compliance Certificate is furnished pursuant to that certain Libor Rate Loan Agreement dated as of May 1, 2014, (as amended, modified, renewed or extended from time to time, the "Agreement") among the Health and Educational Facilities Authority of the State of Missouri, a body politic and corporate and public instrumentality organized and existing under the laws of the State of Missouri (the "Authority"), SSM Health Care Corporation, a Missouri nonprofit corporation (the "Borrower") for itself as Borrower and as Obligated Group Agent on behalf of the Obligated Group, The Bank of New York Mellon Trust Company, N.A., as bond trustee (the "Trustee") and Union Bank, N.A., as Agent for the Lenders (the "Agent"), and for itself as Initial Lenders, and the other Lenders from time to time a party thereto. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the Treasurer of the Corporation.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on September 30, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 5.01 (a)(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Purchaser and the quarterly financial statements preYiously furnished to the Purchaser pursuant to Section 5.0l(a)(i) of the Agreement; and except as set forth in paragraph 4 below, no Event of Default or Default has occurred.
4. I have no knowledge of the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Relevant Period or as of the date of this Compliance Certificate, except as set forth below:
The following Events of Default or Defaults exist, and with respect to each such Event of Default or Default I have described in detail the nature of such Event of Default or Default, the period of its existence, the nature and status thereof and the remedial steps which the Corporation has taken, is taking, or proposes to take to correct or remedy such Default:
NONE
The foregoing certifications, together with any financial data and computations provided herewith, are made and delivered this 25th day ofNovember, 2014.
SSM HEALTH CARE CORPORATION
Name Kris A. Zimmer
Title Treasurer
2
The forego ing certifications, together with any financial data and computations provided herewith, are made and delivered this 25th day of November, 2014.
SSM HEALTH CARE CORPORATION
By 2~ 4#· ., 7
Name .Kris A. Zimmer
Title Treasurer
2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CARE CORPORATION
COMPLIANCE CALCULATIONS FOR LIBOR RATE LOAN AGREEMENT
DATED AS OF MAY 1, 2014
CALCULATIONS AS OF SEPTEMBER 30, 2014
A. Historical Debt Service Coverage Ratio of the Credit Group (Section 5.20(a))
Income Available for Debt Service
2 Debt Service Requirements on Funded Indebtedness
3 Ratio of Line A 1 to Line A2
4 Line A3 must be greater than or equal to
5 The Credit Group is in compliance (circle yes or no)
B. Days Cash on Hand Ratio of the Credit Group (Section 5.20(b))
$ 540,292
$ 68,668
7.87:1.0
1.10:1.0
@no
Total cash, cash equivalents and marketable securities of the Credit Group $ 1 ,822,129 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash, cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan, line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 6.20(b) of the Agreement and (ii) cash of
the Credit Group which has been posted as collateral under any Swap Contract)
2 365
3 Product of Line 81 and Line 82
4 Total operating expense of the Credit Group (excluding depreciation, amortization, non cash expenses relating to uncollectible accounts and expenses paid or payable from restricted funds) incurred during the 12-month period ending on such date of calculation
5 Ratio of Line 83 to Line 84
6 Line 85 must be greater than or equal to
7 The Credit Group is in compliance (circle yes or no)
273
497,441 ,21 7
$ 2,536,762
196 days
75 days
@no
FORM OF COMPLIANCE CERTIFICATE (Series 20141)
To : U.S. Bank National Association (the "Purchaser ")
This Compliance Certificate is furnished pursuant to the Continuing Covenant Agreement dated as of May 1, 2014, (as amended, modified, renewed or extended from time to time, the "Agreement") between U.S. Bank National Association (the "Purchaser ") and SSM HEALTH CARE CORPORATION, a Missouri nonprofit corporation (the "Corporation ") for itself as Corporation and as Obligated Group Agent on behalf of the Obligated Group. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the Treasurer of the Corporation.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on September 30, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 6.0 I (a)(i) of the Agreement for the most recent fiscal quarter have been prepared on substantially the same basis as the most recent annual financial statements delivered to the Purchaser and the quarterly financial statements previously furnished to the Purchaser pursuant to Section 6.01 (a)(i) of the Agreement; an·d (except as set forth in paragraph 4 below), no Event of Default or Default has occurred.
4. I have no knowledge of the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the Relevant Period or as of the date of this Compliance Certificate, except as set forth below:
The following Defaults exist, and with respect to each such Default I have described in detail the nature of such Default, the period of its existence, the status thereof and the action which the Borrower has taken, is taking, or proposes to take to correct or remedy such Default:
None ------- -----------------------------------------------
The foregoing certifications, together with any financial data and computations provided herewith, are made and delivered this 25th day of November, 2014.
SS1vf HEALTH CARE CORPORATION
By: ;i__,~ Nan?e: Kris A. i.j(;r Its: Treasurer
1483577.02 2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CARE CORPORATION
COMPL~NCECALCULATIONS
FOR CONTINUING COVENANT AGREEMENT DATED AS OF MAY 1, 2014
CALCULATIONS AS OF SEPTEMBER 30, 2014.
A. Historical Debt Service Coverage Ratio of the Credit Group (Section 6.20(a))
1 Income Available for Debt Service
2 Debt Service Requirements on Funded Indebtedness
3 Ratio of Line A 1 to Line A2
4 Line A3 must be greater than or equal to
5 The Credit Group is in compliance (circle yes or no)
B. Days Cash on Hand Ratio of the Credit Group (Section 6.20(b))
$ 540,292
$ 68,668
7.87:1 .0
1.10:1.0
CiiiJ no
1 Tota l cash, cash equiva lents and marketable securities of the Credit Group $ 1,822,1 29 (not restricted as to use and not subject to any Lien other than a Lien of the Master Indenture). The Corporation (A) may include cash, cash equivalents and marketable securities constituting Board-designated funds of the Credit Group which are not restricted by the donor, by contract, by court order or by governmental restrictions as to use, and (B) may not include (i) any portion of cash, cash equivalents or marketable securities which have been derived from the proceeds of any loan , line of credit, or other similar loan facilities that have been drawn by the Credit Group, in the reasonable opinion of the Banks, for the sole or primary purpose of meeting the covenant set forth in Section 6.20(b) of the Agreement and (ii) cash of
the Credit Group which has been posted as collateral under any Swap Contract)
2 365
3 Product of Line 81 and Line 82
4 Total operating expense of the Credit Group (excluding depreciation, amortization, non cash expenses relating to uncollectible accounts and expenses paid or payable from restricted funds) incurred during the 12-month period ending on such date of calculation
5 Ratio of Line 83 to Line 84
6 Line 85 must be greater than or equal to
7 The Credit Group is in compliance (circle yes or no)
273
497,441 ,217
$ 2,536,762
196 days
75 days
@no
This document is dated November 20, 2014.
SPECIAL NOTE CONCERNING FORWARD LOOKING STATEMENTS. Certain of the discussions included in the following Management Discussion and Analysis ("Analysis") may include certain forwardlooking statements which involve known and unknown risks and uncertainties inherent in the operation of health care operations. Actual actions or results may differ materially from those discussed in the Analysis. Specific factors that might cause such differences include, but are not limited to : competition from other health care providers, economic conditions in the communities SSM Health Care serves, state and federal regulation and the policies and practices of private insurers regarding payment for medical services. In particular, statements preceded by, followed by or that include the words "believes", "estimates", "expects", "anticipates", "plans", "intends", "scheduled", "projects" or other similar expressions constitute forwardlooking statements.
SSM HEALTH CARE (SSMHC)
Management Discussion and Analysis (MD&A)
concerning the
Consolidated Financial Statements for the Nine Months ended September 30, 2014
SSM H E A L T H · C A R E"'
SSMHC MD&A for the Period Ended September 30, 2014 Page 2 of 12
Table of Contents
Report for the Period Ended September 30, 2014
I. Organization
II. Mission
Ill. Recent Acquisitions
IV. Overview
v. 2014 Operating Results
VI. 2014 Financial Position
Tables:
1. Summary of Key Liquidity Ratios 2. Summary of Investment Income 3. Summary of Long Term Debt 4. Summary of Fair Value of Derivatives 5. Liquidation Period of Unrestricted Cash 6. Pro Forma Self Liquidity Indebtedness
Appendices:
1. Key Operational Statistics 2. EBIDA Information
Page
3
3
4
4
4
5
5 6 8 9
10 10
12 12
SSMHC MD&A for the Period Ended September 30, 2014 Page 3 of 12
I. Organization
SSM Health Care (SSMHC) is a centrally managed, multi-institutional health care system with its headquarters in St. Louis, Missouri. Prior to November 15, 2013, SSMHC was sponsored by the Franciscan Sisters of Mary (FSM). As of November 15, 2013, with Vatican approval, FSM transitioned sponsorship of SSMHC to SSM Health Ministries. SSM Health Ministries is an independent 6-member body comprised of three Franciscan Sisters of Mary and three lay people who collectively hold certain powers over SSMHC. The health care activities of FSM date back to 1872 when the founder and four other sisters arrived in St. Louis from Germany, committed to serve the sick that were poor and to provide health care for all.
SSMHC is an integrated delivery network organized into three business units - Hospital Operations, Physician and Ambulatory Services, and Health Care Delivery, Finance and Integration Services.
The Hospital Operations division owns and operates 19 hospital locations and two longterm care centers in Missouri, Illinois, Oklahoma and Wisconsin. With over 7,000 affiliated physicians, 30,000 employees and 4,200 licensed beds, SSMHC facilities provide a wide range of inpatient and outpatient services, including general acute, trauma, emergency and urgent care, pediatrics, residential and skilled nursing care. In addition to its owned sites, SSMHC manages one hospital, has minority ownership interests in four hospitals, and has affiliations with more than 40 rural hospitals.
The Physician and Ambulatory Services division includes professional clinical services of 1 ,300 employed and contracted physicians, and related services including ambulatory surgery, imaging and other diagnostic services. The division also includes the post-acute group, which includes home health, hospice and rehabilitation services.
The Health Care Delivery, Finance and Integration Services division includes Dean Health Plan, which serves approximately 405,000 members in South Central Wisconsin, and Navitus, Inc., a pharmacy benefit management company that has approximately 2.8 million covered lives in approximately 30 states (increasing to 4.3 million covered lives as of January 1, 2015). Additionally, the division is leading population health expansion across SSMHC's markets through a variety of service offerings that include health improvement, bundled payment, shared savings, and risk transfer mechanisms.
II. Mission
"Through our exceptional health care services, we reveal the healing presence of God."
This thirteen-word statement was developed in 1999 with involvement and input from over 3,000 employees. The mission statement is intended to guide SSMHC's decisions and actions, and the achievement of "exceptional health care services" is measured by the top decile results in the areas of quality, safety, patient satisfaction , and employee and physician commitment. For financial goals, "exceptional" is set based on goals established through the strategic and financial planning process.
SSMHC MD&A for the Period Ended September 30, 2014 Page 4 of 12
Ill. Recent Acquisitions
Audrain Medical Center. SSMHC became the sole member of Audrain Medical Center (AMC) on April 1, 2013. AMC includes an 88-bed acute care hospital located in Mexico, Missouri, and ten physician clinic locations in the service area. AMC and SSMHC's St. Mary's Hospital in Jefferson City, along with other activities under development, were restructured into the Mid-Missouri region.
Dean Health System. On April 16, 2013, SSMHC and Dean Health System (DHS) announced a merger agreement whereby DHS would become fully owned by SSMHC. The agreement was approved by DHS shareholders on May 21, 20 13; the merger was finalized on September 1 after all regulatory approvals were received. The integrated delivery network will allow for even better service to the health of people in south central Wisconsin and accomplish key strategic objectives for SSMHC. This acquisition was very significant and increased the size and scope of SSMHC to nearly $5.0 billion in annual revenues, a 50% increase in revenues prior to the merger. DHS has been the long-time physician organization partner to SSMHC of Wisconsin, a relationship that dates back over 100 years. DHS includes a large multi-specialty physician group, Dean Health Plan (DHP) and Navitus, Inc. SSMHC believes this acquisition will position the entire SSMHC organization to be able to provide integrated and aligned care delivery in terms of physician, hospital, and insured products in the future.
IV. Overview
This MD&A report is provided to give management's view of key factors underlying SSMHC's financial performance and position for the period ended September 30, 2014. The report also includes an update on capital and debt as of September 30, 2014. Unless otherwise stated, financial results are described in $ thousands and relate to the periods January 1 - September 30, 2014 and 2013. The financial results related to the period January 1 -September 30, 2013 do not include first quarter operations from AMC, acquired 4/1/2013, or operations prior to 9/1/2013 from DHS, which was acquired 9/1/2013. In addition, the 2013 results and balance sheet positions reported do not reflect purchase price allocation adjustments related to the acquisitions of Audrain Medical Center and DHS. See SSMHC's 2013 audited financial statements for further discussion of these transactions.
For the period ending September 30, 2014, operating income and excess revenue (before the change in market value of interest rate swaps and income tax) were $145.8 and $182.3 million, respectively. For detailed financial results please refer to the financial statements included with the September 30 compliance posting.
V. 2014 Operating Results
A. Operating Income: The System's operating income of $145.8 million was $131.6 million above 2013 results. The key factors contributing to the increase were significant cost savings resulting from a financial improvement plan implemented in the 41
h quarter of 2013 as well as revenue cycle improvements. 2014 income was also bolstered by the sale of SSMHC's minority interest in HPI, LLC in Oklahoma for a gain
SSMHC MD&A for the Period Ended September 30, 2014 Page 5 of 12
of $20.6 million. Operating EBIDA totaled $356.9 million for the period ending September 30, 2014 as compared to $179.4 million for the period ending September 30, 2013. Net patient service revenue (NPSR) was $137.4 million (5.8%) higher than the same period results in 2013. Premiums earned through DHP and Navitus accounted for an increase in revenues of $789.7 million. Other operating revenues increased by $39.4 million. Operating expenses (including depreciation and amortization) increased by 31 .3% over the same period in 2013 due primarily to the acquisitions of AMC and DHS.
Management will continue cost reduction programs and revenue cycle improvements as well as integration and optimization of acquisitions to further strengthen the operating margin.
B. Non-Operating Gains and (Losses): For the period ended September 30, 2014, net non-operating gains were $36.4 million, which was $51 .6 million below 2013 results for the same period. This decrease is attributed to lower investment returns. The investment returns, negative SWAP mark-to-mark adjustments of $23.9 million, plus operating income results led to excess revenue before taxes of $158.3 million, an increase of $10.5 million from the same period in 2013.
VI. 2014 Financial Position
A. Key Balance Sheet Ratios: With the addition of DHS, SSMHC's unrestricted cash position has grown significantly and remains strong. Days Cash on Hand was 190 days at 9/30/2014, down one day from the prior year. The overall balance sheet strength of SSMHC has increased since 9/30/201 3. Total unrestricted net assets grew to $2.1 billion at 9/30/2014 from $1 .6 billion at 9/30/201 3. Contributing factors include strong earnings from operations, the reduction in the unfunded pension liability due largely to the higher discount rate at 12/31/201 3 (an annual measurement) as well as favorable investment returns.
Table 1 - SummC!"}' of Key Liquidity Ratios
Unrestricted Cash ($ millions) PJ
Net Patient Accounts Receivable($ millions) Unrestricted Net Assets Days Cash on Hand llJ
Accounts Receivable {days) Debt SeNice Coverage121
Cushion Ratio (X) Current Ratio
111 Exclusive of DHP
September 30, 2014
$2,036.8 474.8
2,064.2 190 52 5.5
24.5 0.7
September 30, 2013
$1,751.8 555.5
1,623.1 191 69
4.1 22.0
1.1
'21 Debt SeNice Coverage Calculation does not include unrealized gain/( loss) on investments
Variance
16.3% {1 4.5%) 27.2% {0.5%)
(-24 .6%) 34.1% 11 .4%
(-36.4%)
SSMHC MD&A for the Period Ended September 30, 2014 Page 6 of 12
B. Investments:
Through September 30, 2014, investment income of $75.3 million (operating and nonoperating) was $43.9 million lower than the same period in 2013. The decrease in investment income is attributed to the investment portfolio composite return (excluding pension investments) of 2.4% for nine months compared to 6.5% for the same period in 2013.
A comparison of the period results for 2014 and 2013 is listed in Table 2. This table also includes a breakout of 2014 investment earnings by income recognition (realized and unrealized), income segment (operating and non-operating), and the amounts attributed to interest and dividend earnings.
Table 2 - Summary of Investment Income
($ in millions)
a. 2014-2013 Comparisons
Interest, dividends and realized gains (losses), net Change in unrestricted unrealized gains, net from prior year end Total investment income
b. 2014 Sources
Investment Gain Classification Operating Non-operating Total
Interest & Dividends
$ 6.4 -.1.§2 $..2.4.I
Realized Gain $29.5
29.5 i...5M
2014 $83.7 ~ $75.3
Unrealized Gain $ 1.0 ~
.4
2013 $58.3
60.9 $119.2
Total $36.9
38.4 lli...3.
SSMHC MD&A for the Period Ended September 30, 2014 Page 7 of 12
C. Debt Structure
At September 30, 2014, SSMHC's total debt (Table 3) increased by $29.4 million from December 31, 2013. On May 14, 2014, SSMHC restructured approximately $1.1 billion of outstanding debt. The issue consisted of 11 series of bonds including Direct Placements. Please see: http:/ /emma. msrb .org/1 ssue View/1 ssueDetails.aspx?id =ER361 096, http://emma.msrb.org/lssueView/lssueDetails.aspx?id=ER361342, http://emma.msrb.org/ER767039-ER596986-ER999076.pdf,
As part of the 2014 debt restructuring SSMHC filed a registration to issue up to $200.0 million in taxable Commercial Paper (CP) supported by self-liquidity. On May 14, 2014, SSMHC issued approximately $180.0 million of CP under this registration. The proceeds of the issuance were used to refinance existing loans and to replace an existing CP program at DHS. The DHS Commercial Paper program was cancelled on May 14, 2014. No new net debt was issued as a result of the CP program . In accordance with generally accepted accounting principles, at September 30, 2014, SSMHC began classifying all of its self-liquidity backed variable rate debt as Short Term Debt and moved $300.0 million in variable rate demand bonds from Long Term Debt to Short Term Debt. As a result of the move the current ratio declined from 1 .1 at September 30, 2013, to 0.7 at September 30, 2014. It is SSMHC's intent to continue to remarket both the variable rate demand bonds as well as the commercial paper.
SSMHC utilizes lines of credit for general corporate purposes. As of September 30, 2014, SSMHC had a syndicated revolving line of credit with a maximum borrowing limit of $150.0 million. The credit agreements for each of the banks participating in the line of credit have identical terms and conditions and all of the reporting requirements are consistent with the existing Master Trust Indenture.
SSMHC MD&A for the Period Ended September 30, 2014 Page 8 of 12
Table 3- Summary of Total Debt ($ In millions)
Secured Under the Master Trust Indenture:
Fixed rate revenue bonds Variable rate demand bonds Variable rate direct loans Auction rate bonds Term loan Short-term notes payable
Total under Master Indenture
Other: Term loan Construction loan Equipment bank loan Various notes payable and other debt Revolving lines of credit I Commercial paper
Capitalized lease obligations Not Secured Under Master Indenture
Total Debt
Balance Sheet Classification:
Total Long-Term Debt (including current portion)
Total Short-Term Debt
Total Debt
September 30, 2014
$ 639.2 513.3
101.5 93.8
300.0 1,647.8
50.9
180.1 23.9
254.9
$1 902.7
$1,422.6
480.1
$1,902.7
December 31,2013
$384.8 430.5 181 .3 121 .3
97.0
1,214.9
46.9 42 .5
1.7
452.9
85.2 29.2
658.4
$1 873.3
$1,388.1
485.2
$1.873.3
SSMHC MD&A for the Period Ended September 30, 2014 Page 9 of 12
Derivative Instruments. As of September 30, 2014, SSMHC had 9 interest rate swaps. SSMHC uses 8 floating-to-fixed interest rate swaps to synthetically convert the majority of variable rate debt to a fixed rate. On July 29, 2014, SSMHC entered into a fixed spread basis swap with a notional value of $65.0 million. Under its fixed payer swaps, SSMHC receives LIBOR or a percentage of LIBOR plus a spread of 0.12% and pays a fixed rate. For the fixed spread basis swap SSMHC pays SIFMA and receives a percentage of LIBOR plus a spread. Swaps had a total notional amount of $717.4 million with a total mark-to-market value of $109.9 million as of September 30, 2014. In the event that the mark-to-market valuation reaches a certain negative value SSMHC may be required to post collateral for the benefit of the swap counterparty. Based on the mark-to-market valuation as of September 30, 2014, SSMHC was not required to post collateral for the benefit of the counterparties. SSMHC terminated two outstanding swaps for consideration of $2.2 mill ion on March 28, 2014.
Table 4- Summary of Fair Value of Derivatives
Derivatives not designated as hedges
Interest rate swaps
Maturity Date of
Derivatives Fixed Rate
2015 - 2035 2.90% - 5.98%
September 30, 2014 ($ in thousands)
Notional Amount
Outstanding Fair Value
$717,398 $109,935
The estimated fair values of the interest rate swap instruments have been determined using available market information and valuation methodologies, primarily discounted cash flows.
SSMHC MD&A for the Period Ended September 30, 2014 Page 10 of 12
D. Liquidity
The following table describes the liquidation period of the unrestricted cash and investments of SSMHC as of September 30, 2014.
Table 5- Liquidation Period of Unrestricted Cash
Liquidation Period
T+O
T+3
Monthly or Less
Quarterly or Less
Ill iquid
Total
Amount ($in millions)
$ 516.0
1,065.0
130.0
76.0
249.0
$2,036.0
The following table describes the self-liquidity indebtedness of SSMHC following the issuance of the Series 2014 Bonds and completion of the debt restructuring plan described under the caption "FINANCING PLAN" in the forepart of the Official Statement dated May 13, 2014. For purposes of this table, "self-liquidity indebtedness" means indebtedness that is subject to mandatory tender or maturity within one year or less, excluding the current portion of long-term indebtedness and lines of credit. ·
Table 6- Pro Forma Self Liquidity Indebtedness
Windows VRDBs
CP Mode VRDBs
Weekly VRDBs
Taxable CP
Total Self-Liquidity Debt
Principal Amount
($in mill ions)
$ 100.0
100.0
100.0
180.0
$ 480.0
SSMHC MD&A for the Period Ended September 30, 2014 Page 11 of 12
E. Capital Planning
SSMHC's capital plan reflects the strategic initiatives of SSMHC. As part of the ongoing strategic and community needs planning process, management regularly assesses near-term and long-term capital requirements for each of its markets including both growth opportunities and replacement needs. Management also assesses strategic opportunities beyond the existing facilities for growth and to improve access to care in the communities SSMHC serves.
The approved capital expenditure investment for SSMHC, including physician alignment, outpatient expansion, routine equipment replacement, significant infrastructure replacement, and adoption of new technologies, is currently projected to be $412 million for fiscal year 2014. This includes the 2014 completion of a new 167-bed hospital in Jefferson City, Missouri to replace an existing facility located in that community, which is completed and opened to patients on November 16. Currently, SSMHC has approved capital expenditures totaling $102 million for fiscal year 2015 and $24 million for fiscal year 2016. To date SSMHC has spent approximately $300 million on the acquisition and implementation of the EPIC Electronic Health Records (EHR) system. Going forward SSMHC anticipates a much lower level of EHR spending.
SSMHC MD&A for the Period Ended September 30, 2014 Page 12 of 12
APPENDIX 1
KEY OPERATIONAL STATISTICS
Period Period Ended Ended 2014 vs 2013 2014 vs 2013
Statistics 9/30/2014 9/30/2013 Variance %Change
Acute Admissions 116,195 116,306 ( 111 ) -0.1%
CM I* Adjusted Admissions 367,595 338 ,567 29,028 8.6%
Adjusted Patient Days 1,202 ,166 1,118,162 84,004 7.5%
Inpatient Surgeries 24,267 25 ,830 (1,563) -6.1%
Outpatient Surgeries 46,376 46 ,990 (614) -1.3%
Outpatient Visits 1,038,130 1,005,239 32 ,891 3.3%
Emergency Visits 490 ,635 470,031 20,604 4.4%
* CMI- Case Mix Index
Risk Based Capital. In addition to the above, SSMHC uses Risk Based Capital (RBC) to monitor the adequacy of liquidity and capitalization of Dean Health Plan. RBC is a method of measuring the minimum amount of capital appropriate for a reporting entity to support its overall business operations in consideration of its size and risk profile. For health insurance companies, regulatory action is activated when RBC capital reaches 200%. The RBC statistics for DHP stood at 434.2% and 458.9% at December 31, 2013 and December 31, 2012, respectively (RBC is reported on an annual basis).
APPENDIX 2
EARNINGS BEFORE INTEREST, DEPRECIATION & AMORTIZATION (EBIDA) INFORMATION
2014 vs. 2013 9 Months Ended 9 Months Ended Variance in
9/30/2014 9/30/2013 Dollars Operating EBIDA $356,938 $179,430 $177,508
Excess EBIDA $392,974 $267,315 $125,659
Operating EBIDA % 9.8% 6.7% Excess EBIDA % 10.7% 9.6%
2014 vs. 2013 Variance by Percentage
98.9% 47.0%
SSM HEALTH CARE
ADDITIONAL INCOME STATEMENT INFORMATION FOR THE QUARTER ENDED SEPTEMBER 30, 2014 (In thousands)
OPERATING REVENUES ANO OTHER SUPPORT:
Net patient service revenues
Premiums earned
Investment income
Other revenue
Net assets released from restrictions
Total operating revenues and other support
OPERATING EXPENSES:
Salaries and benefi ts
Medical
Supplies
Professional fees and other
Interest
Depreciation and amortization
Impairment loss
Total operating expenses
INCOME (LOSS) FROM OPERATIONS
NONOPERATING GAINS AND (LOSSES):
Investment income
Loss from earty extinguishment of debt
Other-net
Total nonoperating gains and (losses) -net
EXCESS OF REVENUES OVER EXPENSES BEFORE CHANGE IN
FAIR VALUE OF INTEREST RATE SWAPS AND INCOME TAXES
CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS
EXCESS OF OF REVENUES OVER EXPENSES BEFORE INCOME TAXE
INCOME TAXES (BENEFITS)
Current
Deferred
Total mcome taxes (benefi ts)
EXCESS OF REVENUES OVER EXPENSES
CREDIT GROUP
$ 941 ,143 $
29,574
(1.445)
63.570
20
1.032.862
508,322
182,371
21 9,306
12.473
54,513
976,985
55,877
(15,067)
166
(1 4,901)
40,976
(2,085)
38,891
61
(73)
( 12)
$ 38,903 $
OTHER ENTITIES ELI M I NATIONS GRAND TOTAL
38,470 $ (127,24 1) $ 852.372
295,073 (18,467) 306,180
22,383 20,938
61,159 (62.297) 62,432
1,503 1,523
418,588 (208,005) 1,243,445
95,374 (55,018) 548,678
259,055 (1 35,194) 123,861
3,959 186,330
48,067 (16,223) 251 ,150
371 (208) 12.636
2,761 57,274
409,587 (206,643) 1,179,929
9,001 (1 ,362) 63,516
164 (14,903)
(5) 161
159 (14,742)
9,160 (1,362) 48,774
(2,085)
9,160 ( 1,362) 46,689
61
73
(12)
9,160 $ (1.362) $ 46,701
SSM HEALTH CARE
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE QUARTER ENDED SEPTEMBER 30, 2014 (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Change in net assets
Adjustments lo reconcile change in net assets to net cash
provided by (used in) operating activities :
Pension related changes
Depreciation and amortization
Impairment Loss
Loss - Early extinguishment debt
Bad debts
Restricted contributions
Contributions/distributions to noncontrolling owners- net
Realized/unrealized gains and losses on investments- net
Equny in earnings - unconsolidated entnies
Change in valuation of investments in unconsolidated entnies
Change in market value of interest rate swaps
Gain (Loss) on disposal of assets
Deferred Income Taxes
Changes in assets and liabilities:
Short-term investments
Patient accounts receivable
Other receivables, inventories, prepaid expenses. and other
Accounts payable. accrued expenses. and other liabilities
Estimated se~-insurance obligations
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in property and equipment - net
Net change in assets limited as to use or restricted
Acquisition of hospitals and health care entities
Net change in other assets
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt
Payments on long-term debt
Net change in revolving line of credn
Notes Payable - net
Debt issuance cost
Distribution to noncntrl owners
Contributions from noncntrl owners
Equny Transfers
Restricted contributions
Net cash provided by (used in) financing activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS- Beginning of quarter
CASH AND CASH EQUIVALENTS- 9/30/14
CREDIT
GROUP
$ (234) $
55,361
452
43,714
24,116
29,960
2,085
570
48,813
(38,198)
(8,629)
27,951
1,845
187,806
(62,629)
(106,447)
(466)
(169,542)
(4,552)
(4,552)
13,712
27,771
$ 41 ,483 $
OTHER
E!illi!.E.§ ELIMINATIONS GRAND TOTAL
13,580 34.629 $ 47,975
1,347 56,708
452
1,387 45,101
(63) (63)
87 (87)
(20,822) 3,294
11 ,1 47 (34,61 1) 6,496
2,085
(371) 199
19,654 68,467
1,300 2,816 (34,082)
8,917 1,054 1,342
(15,239) (3,889) 8,823
(2,467) (622)
18,457 (88) 206,175
(1.430) (64,059)
(5,222) (111 ,669)
(466)
(6,652) (176,194)
(24) (4,575)
(36) (36)
(87) 87
63 63
(84) 88 (4,548)
11.721 25.433
30,597 58,368
42.318 $ $ 83,801
SSM HEALTH CARE
ADDITIONAL OPERATING STATS INFORMATION FOR THE QUARTER ENDED SEPTEMBER 30, 2014
BEDS
LICENSED BEDS - TOTAL
STAFFED BEDS - TOTAL
ACUTE PATIENT SERVICES
ADMISSIONS"
PATIENT DAYS"
AVERAGE LENGTH OF STAY
SKILLED PATIENT SERVICES
ADMISSIONS"
PATIENT DAYS"
AVERAGE LENGTH OF STAY
OUTPATIENT SURGERIES
OUTPATIENT VISITS
EMERGENCY ROOM VISITS
PERCENTAGE OCCUPANCY""
PERCENTAGE OF GROSS REVENUES BY PAYOR MIX Medicare
Medicaid
Managed Care
Other
• Excludes newborns
•• Of beds in service
Total
CREDIT OTHER GROUP ENTITIES ELIMINATIONS GRAND TOTAL
4,173 4,173
3,486 3,486
39,314 39,314
179,192 179,192
4.6 4.6
301 301
33,537 33,537
111.4 111.4
16,075 16,075
362,695 362,695
169,728 169,728
67.1% 67.1%
34% 21% 33%
17% 6% 17%
41 % 68% 42%
8% 5% 8%
100% 100% 100%
SSM HEALTH CARE
ADDITIONAL BALANCE SHEET INFORMATION AS OF SEPTEMBER 30, 2014 (In thousands)
CREDIT OTHER
GROUP ENTITIES ELIMINATIONS GRAND TOTAL
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 41.483 $ 42,318 $ $ 83,801
Short·term Investments 53,91 1 29,618 83,529
Current portion of assets limited as to use 162,098 31 ,029 193,127
Pat1ents accounts receivable, less allowance for uncolleCtible accounts 493,638 22,751 (41,562) 474,827
Premtum receivable 6,339 6 ,339
Other rece1vables 130,626 18,650 (14,660) 134,616
Inventories. prepaid expenses. and other 218,313 (95,701) (2,819) 119,793
Est1mated third-party payor settlements 16,461 16,468
Total current assets 1,116,530 55,011 (59,041) 1,112,500
ASSETS LIMITED AS TO USE OR RESTRICTED- Excluding current pcrt ion 2,063,251 421 ,473 2.484.724
PROPERlY AND EQUIPMENT- Net 1.840,519 68,876 1,909,395
OTHER ASSETS
Deferred financing costs- net 8 ,030 8,030
Goodw1ll 109,852 20,082 129,934
Intangibles- net 249,402 43,577 292,979
Investments 1n unconsolidated ent1t1es 227,079 3,212 (150,781) 79,510
Other 29,840 293 (22,1 42) 7 991
Total other assets 624,203 67,164 (172,923) 518,444
TOTAL $ 5 644 503 s 612 524 $ 1231 9641 $ 6 025 063
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES
Revolving line of credit $ 189 $ 189
Current port1on of long-term debt 40,328 592 (478) 40,442
Accounts payable and accrued expenses 498,181 260,803 (58,781) 700,203
Notes payable 300,000 300,000
Unearned premiums 21,642 21 ,642
Payable under securitieS lend1ng agreements 137,833 725 138,558
Estimated lhird-party payor seltlements 124,553 23 124,576
Commercial Paper 179,937 179,937
Defer income taxes current 2 ,1 91 2,191
Total current liabilit ies 1.283,023 283,974 (59,259) 1,507,738
LONG-TERM DEBT - Excluding current pcrtion 1,368,711 35,556 (22,142) 1,382,125
ESTIMATED SELF-INSURANCE OBLIGATIONS 72,251 6 ,892 79,143
OTHER LONG-TERM LIABILITIES 988,760 (63,473) 925,287
Total liabilities 3,712.745 262,949 (81.401 ) 3,894,293
NET ASSETS
Unreslrlcted.
Nonconlrolling interest in subsidiaries 17,961 2,683 20,644
SSM Health Care unrestricted net assets 1,853,513 289 479 (99,409) 2 043 583
Total unrestncted net assets 1,871,474 292,162 (99,409) 2,064,227
T empcranly restricted 37,085 42,947 (36,688) 43,344
Permanently restricted 23,199 14 466 (14,466) 23,199
Total net assets 1,93 1,758 349,575 (150,563) 2,130,770
TOTAL $ ~ ~4 :ill~ :t 2l2 ~2~ :t (2~] 924} :t 2 Q2~ Q§~
SSM HEALTH CARE
ADDITIONAL INCOME STATEMENT INFORMATION AS OF SEPTEMBER 30, 2014 (In thousands)
CREDIT OTH ER GROUP ENTITIES ELIM INATIONS GRAND TOTAL
OPERATING REVENUES AND OTHER SUPPORT:
Net patient service revenues $ 2,607,366 $ 194,329 $ (293,763) $ 2,507,932
Premiums earned 53.110 875,029 (42,891 ) 885,248
Investment 1ncome 6.294 30,595 36,889
Other revenue 186,581 199,571 (169,999) 216,153
Net assets released from restnchons 63 3,692 3,755
Total operat1ng revenues and other support 2,853,414 1 303,216 (506,653) 3,649,977
OPERATING EXPENSES.
Salaries and benefits 1,41 3,848 411.456 (1 54,040) 1,671 ,264
Medical 675,025 (309,332) 365,693
Supplies 478,1 91 43,175 521,366
Professional fees and other 604,268 179,907 (46,894) 737,281
Interest 36.289 3, 106 (637) 38.758
Depreciation and amortization 148.449 21 ,357 169.806
lmpa~rment loss
Total operating expenses 2,681 ,045 1,334,026 (510,903) 3,504,168
INCOME (LOSS) FROM OPERATIONS 172,369 (30.810) 4,250 145,809
NONOPERATING GAINS AND (LOSSES):
Investment income 37,421 960 36,381
Loss from early ext inguishment of debt (2,316) (2,316)
Other-net 452 (66) 386
Total nonoperating ga1ns and (losses) - net 35,557 894 36,451
EXCESS OF REVENUES OVER EXPENSES BEFORE CHANGE IN
FAIR VALUE OF INTEREST RATE SWAPS AND INCOME TAXES 207,926 (29,916) 4.250 182,260
CHANGE IN MARKET VALUE OF INTEREST RATE SWAPS (23,154) (764) (23,91 8)
EXCESS (DEFICIT) OF OF REVENUES OVER EXPENSES 184,772 (30,680) 4,250 158,342
Current 215 9 224
Deferred 189 189
Total Taxes 404 9 413
NET INCOME $ 184,368 $ (30,689) $ 4,250 $ 157,929
SSM HEALTH CARE
CONSOLIDATED STATEMENTS OF CASH FLOWS AS OF SEPTEMBER 30, 2014 {In thousands}
CREDIT OTHER
GROUP ENTITIES ELIMINATIONS GRANO TOTAL
CASH FLOWS FROM OPERATING ACTIVITIES:
Change in net assets 105,888 41 ,589 15,809 163,286
Adjustments to reconcile change in net assets to net cash
provided by (used in) operating activities:
Pension related changes
Depreciation and amortization 149,723 19,938 169,661
Impairment Loss 452 452
Loss - Early extinguishment debt 2,316 2,316
Bad debts 130,684 8,393 139,077
Restricted contributions (814) (814)
Contributions/distributions to noncontrolling owners - net 2,257 320 (87) 2,490
Realized/unrealized gains and losses on investments- net (23,605) (28,184) (51,789)
Equity in earnings - unconsolidated entities
Change in valuation of investments in unconsolidated entities 22,268 (7,849) (15,803) (1,384)
Change in market value of interest rate swaps 23,154 764 23,918
Gain (Loss) on disposal of assets (936) (27) (963)
Changes in assets and liabilities:
Short-term investments 57,734 14,381 72,115
Patient accounts receivable (76,135) (29,01 1) 19,474 (85,672)
Other receivables, inventories, prepaid expenses, and other (29,753) (17,765) 8,364 (39,154)
Accounts payable, accrued expenses. and other liabilities 48,913 (22,599) (29,171) (2,857)
Estimated self- insurance obligations 12,504 (1,431) 11 ,073
Net cash provided by (used in) operating activities 425,464 (22,295) (1,414) 401 ,755
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in property and equipment- net (179,408) (19,408) (198,816)
Net change in assets limited as to use or restricted (196,168) (13,635) (209,803)
Acquisition of hospitals and health care entities (466) (466)
Net change in other assets
Net cash provided by (used in) investing activities (376,042) (33,043) (409,085)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt 1,069,928 1,069,928
Payments on long-term debt (463,081) (94,032) 1,327 (555,786)
Net change in revolving line of credit (85,036) (85,036)
Notes Payable- net (400,000} (400,000}
Debt issuance cost (4,474} (4,474)
Distribution to noncntrl owners (2,257) (320) 87 (2,490}
Contributions from noncntrl owners
Equity Transfers (221,605) 221 ,605
Restricted contributions 814 814
Net cash provided by (used in} financing activities (21 ,489} 43,031 1,414 22,956
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 27,933 (12,307} 15,626
CASH AND CASH EQUIVALENTS- Beginning of year 13 550 54,625 68,175
CASH AND CASH EQUIVALENTS- 9/30/14 41 483 42,318 83,801
41,483 42,318 83,801
SSM HEALTH CARE
ADDITIONAL OPERATING STATS INFORMATION AS OF SEPTEMBER 30, 2014
BEDS
LICENSED BEDS- TOTAL
STAFFED BEDS- TOTAL
ACUTE PATIENT SERVICES
ADMISSIONS*
PATIENT DAYS*
AVERAGE LENGTH OF STAY
SKILLED PATIENT SERVICES
ADMISS IONS*
PATIENT DAYS*
AVERAGE LENGTH OF STAY
OUTPATIENT SURGERIES
OUTPATIENT VISITS
EMERGENCY ROOM VISITS
PERCENTAGE OCCUPANCY**
PERCENTAGE OF GROSS REVENUES BY PAYOR MIX
Medicare
Medicaid
Managed Care
Other
* Excludes newborns
•• Of beds in service
Total
CREDIT
GROUP
4,173
3,486
116,195
539,250
4.6
882
101 ,339
114.9
46,376
1,038,130
490,635
67.3%
33%
12%
45%
10%
100%
OTHER
ENTITIES
23%
8%
57%
12%
100%
ELIMINATIONS GRAND TOTAL
4,173
3,486
11 6,195
539,250
4.6
882
101,339
114.9
46,376
1 ,038,130
490,635
67.3%
32%
12%
46%
10%
100%
SSM HEALTH CARE
ASSETS LIMITED AS TO USE OR RESTRICTED AS OF SEPTEMBER 30, 2014 (In thousands)
CREDIT OTHER
GROUP ENTITIES ELIMINATIONS GRAND TOTAL
Board designated:
Property and equipment $ 1,726,735 $ 355,402 $ $ 2,082,137
Other 139,615 139,615
Reserves in regulated insurance company 7,130 12,060 19,190
Held by trustees:
Project Funds 42,719 42,719
Funds held in escrow 15,001 15,001
Bond funds 7,195 7,195
Self-insurance 154,992 11,900 166,892
Collateral held under swap agreements
Collateral held under securities lending agreements 137,834 725 138,559
Total assets limited as to use 2,216,220 395,088 2,611,308
Temporarily restricted funds 396 42,948 43,344
Permanently restricted funds 8,733 14,466 23,199
Total assets restricted as to use 9,1 29 57,414 66,543
Total assets limited as to use or restricted 2,225,349 452,502 2,677,851
Less: current portion (162,098) (31 ,029) (193,127)
Noncurrent portion $ 2,063,251 $ 421,473 $ $ 2,484,724
SSM HEALTH CARE
ADDITIONAL BALANCE SHEET INFORMATION AS OF SEPTEMBER 30, 2013
CREDIT OTHER
GROUP ~ ELIMINATIONS GRAND TOTA L
ASSETS
CURRENT ASSETS: Cash and cash equi\ alents $ 14,853 $ 91,299 106,152 Shon~term im estments 80,739 152,120 232,859
Current portion of assets limited as to use 247,332 10,492 257,824
Net patient accounts receh able 511,538 65,017 (21,096) 555,459
Premium receivable
Other receivables 37,055 94,759 (8,133) 123,681 Inventories. prepaid e'(penses, and othe r 78,715 42,375 (3,1 95) 117,895
Estimated third-pany payor senlements 16,453 16453
Total current assets 986,685 456,062 (32.424) 1,410,323
ASSETS LIMITED AS TO USE OR RESTRJCTED- Excluding current ponion 1,630,004 304,347 1,934,35 1
PROPERTY AND EQUIPMENT - Net 1,628,437 301,664 1,930, 101
OTHER ASSETS: Deferred finftncing costs - net 6,388 61 6,449
Goodwill
Intangibles - net 43,856 19,611 63,467
Investments in unconsolidated entities 199,483 236, 160 (141 ,889) 293,751
Other 29 463 3 488 (22,621) 10 JJO
Total other assets 279190 259,320 (164,510) 374 000
TOTAL $ 4 524 316 $ 1 321 393 $ (196 934 ) $ 5648 775
LIABILITIES AND NET ASSETS
CURRENT LIABJLITIES Revolving line of credit 37,000 35,225 $ 72,225
Current portion of long-term deb t 41,254 2,501 (534) 43,221
Notes payable 275,000 275,000
Unearned premiums Accounts payable and accrued expenses 284,374 446,652 (40,223) 690,803
Payable: under securities lending agreements 222,339 2,687 225,026
Estimated third-part) payor settlements 47,504 47,507
Defer income taxes current
Total current liabilities 907,471 487,068 (40,757) 1,353,782
LONG· TERM DEBT- Excluding current ponion 1,244,297 132,760 (22,621) I ,354,436
ESTIMATED SELF·INSURANCE OBLIGATIONS 52,198 10,592 62,790
OTHER LIABILJTIES 1,114 71 1 76 064 1,190 775
Total liabilities 3,318,677 706,484 (63,378) 3,961,783
NET ASSETS
Unrestricted Noncontrolling interest in subsidiaries 17,163 2,816 19,979
SSM Health Care unrestricted net assets I 130 655 556 13 I (83,687) I 603 099
Total unrestricted net assets 1,147,818 558,947 (83,687) 1,623,078
Temporarily restricted 36,354 42, 164 (36,071) 42,447
Permanently restricted 21 467 13 798 (13,798) 21 467
Total net assets 1 205,639 614,909 (133,556) 1,686,992
TOTAL ~ ~:i2!1 ~HI ~ l ~~l ~~ ~ (l22li!~) ~ :i 2!!!! 7Z~
SSM HEALTH CARE
ADDITIONAL INCOME STATEMENT INFORMATION AS OF SEPTEMBER 30, 2013 (In thousands)
OPERATING REVENUES AND OTHER SUPPORT:
Net patient service revenues
Premiums earned
Investment income
Other revenue
Net assets released from restrictions
Total operating revenues and other support
OPERATING EXPENSES:
Salaries and benefits
Medical
Supplies
Professional fees and other
Interest
Depreciation and amortization
Impairment loss
Total operating expenses
INCOME (LOSS) FROM OPERATIONS
NONOPERATING GAINS AND (LOSSES):
Investment income
Loss from early ext of debt
Other - net
Total nonoperating gains and (losses)- net
EXCESS (DEFICIT) OF REVENUES OVER EXPENSES BEFORE
CHANGE IN MARKET VALUE OF INTEREST RATE SWAPS
CHANGE IN MARKET VALUE OF INTEREST RATE SWAPS
EXCESS (DEFICIT) OF REVENUES OVER EXPENSES
Current
Deferred
Total income taxes (benefits)
NET INCOME
CREDIT GROUP
$ 2,259,159
22,949
143,629
179
2,425,916
1,234,035
417,699
542,463
32,703
126,046
2,352,946
72,970
86,299
591
86,890
159,860
45,444
205,304
~ 'll~ ilQ~
OTHER ENTITIES ELIMINATIONS GRAND TOTAL
$ 148,480 $ (28,622) $ 2,379,017
8,583 31,532
278,990 (152,735) 269,884
2,923 3,102
438,976 (181,357) 2,683,535
329,333 (123,489) 1,439,879
22,690 440,389
135,845 (54,471 ) 623,837
1,812 (660) 33,855
5,278 131 ,324
494,958 (178,620) 2,669,284
(55,982) (2,737) 14,251
1,366 87,665
(370) 221
996 87,886
(54,986) (2,737) 102,137
45,444
(54,986) (2,737) 147,581
~ (~~ 1!~§l ~ "ml ~ HZ:i!!l
SSM HEALTH CARE SSM HEALTH CARE
CONSOLIDATED STATEMENTS OF CASH FlOWS AS OF SEPTEMBER 30, 2013 In thousands;
CREDIT OTHER
I!!IQIIf ~ ~ .liW&llli&
CASH FlOWS FROM OPERATING ACTIVITIES: CASH !'lOINS F~OM OPERATING ACTN ITIES
Change '" net assets ~~"'"--*' Adjustments to reconcile chanoe in net assets to net cash ~tmeri4tto~~'"P.ciU~\Io'*~
provided by (used in) operating activitles: ~md boy (UIH 11'1) Opffltinog l t:IMI,.I.
Pension related changes ~ ... llted~·
Depreciation and amorhzerion O.pr.c•tJon ...., emomr•ll"" Impairment Costs lmplin'ne r!ICot ls
Lots • Earty eX1ingushment debt Lou · El~ •~llngultm.nl ct.bl
Bad debts BHWbU
Restricted contributions Rlllriclldeontribut!Ofll
Contributions/disttibi.Jtjons to noncontrolltng owners - net ContttbulloM-'ditl4w-tononc::Oi'IIJOI!in;_,.1'5-MI
Realizedluntealized gains and k>sse5 on inve1tments - net R"lndMneliud gN'II aM IHMS on ...... .,.m-11M Equity In earnings - unconsolidated en!Jties Equtyll'lellnlf'lgS·WI'Iton""""'"'ntlt,., Change in valuation of Investments in unconsolidated entities CNn;. on Vlktallon of ..,.,.,tmel'lts '"unc:orosowated ent~"'
Change in market value of interest rate swap~> ~in IN"'et q,jw ~ .......... nQ SMpJ
Gain (Loss) on dlsposal of assets Gan (Lon) on cil.poMI ol uHts
Changes in aasets and liabilities : Ctw.ngeslrltnets andllebl!Mos·
Shor1·term investments Sh011-Qnnlftotulmell&lo
Patient accounts receivable Ptbtnl' I«Ovl'lh NQII¥1MI
Other receiva~es, Inventories, prepaid expenses. and othe r Ol;hlrrec.lvtbtll. lfWintOIIII,pr.~idt•PII'Itel.ll1dOihlr
Acc:OI..Wlts payable. accrued expenses, and other liabilities Accounls ,..,.,.,... KetUed e(pefW.el. aNI~ lllbkles
Eshmated self-insurance obligations Esiii"MtedMII-~n~-~K~nct~l-
Net cash provided by (used in) operating actMtles Netc;~~st~~~rvsec~li'IJ~no~&s - ---CASH FLOWS FROM INVESTING ACTIVITIES: CASH flOWS f ROM INVESTING ACT!V!TifS
Increase in property and equipment - net lnc:tltse .. pr0f*1Yand ~-net
Net chan ge in assets limited as to use or restricted JMtCP\engelriiSI-fll ..... dn»uttO/I .. WIM
Acquits ilion of hospitals and health care entities At~~.., of hospMh triO n.tlth U/lenl~lll
Net change ., other assets ,.. .. cfte~9 1ft G4her II WII
Net cash provided by (used In) investing activities Ne l o:;l$1\ l)l~~ed by (uUd Ill) M'IVISIII\Q lt;hV~IIS
CASH FlOWS FROM FINANCING ACTIVIT IES: CASH FLONS FROM FIHAHCIHG ACTMnU
8orJowings on long--term debt 8omw.~ on IO/l'il·le lm 6ebt
Payments on lono--term debt Peri'NI'Ii1 IN' tMg-tetm ctebC
Nel chan~ in revolving line of creclt Htlt;henge i"'~IIMofA"edl
Notes Payable · net NotuPey~bl• ·""l
Debt issuance C:0$1 O.bC in~o~~nc.eosl
Distribution to noncntrl owners ~ .. '*"'*'-.en Contributions fl'om noncntrl owners Col'llrlbutl0f'llll'1>f'nnonc.n111owroers
Equity Transfers fquotyTrans.le"
Restricted contribution• RasltiCied~
Net cash provided by (used in) financing activities Hel ~;~.n jR~d by (usN Ill) fNnar.g KIMIIes
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS NET INC~ EASE IOECREA$E) IN CASH AHO CASH EOUIVALfNU
CASH AND CASH EQUIVALENTS- Beg.nning of yea~ CASH AND CASH EQUIVAlENTS- leonw.JCII J'"' , ... .,,. ~7.5&0
CASH AND CASH EQUIVALENTS - 9/30113 CASH MD CASH EOUI\IALENTS - 81'30il3 17.&48 .,,. ",.,
SSM HEALTH CARE
ADDITIONAL OPERATING STATS INFORMATION AS OF SEPTEMBER 30, 2013
BEDS
LICENSED BEDS - TOTAL
STAFFED BEDS- TOTAL
ACUTE PATIENT SERVICES
ADMISSIONS'
PATIENT DAYS•
AVERAGE LENGTH OF STAY
SKILLED PATIENT SERVICES
ADMISSIONS'
PATIENT DAYS'
AVERAGE LENGTH OF STAY
OUTPATIENT SURGERIES
OUTPATIENT VISITS
EMERGENCY ROOM VISITS
PERCENTAGE OCCUPANCY ..
PERCENTAGE OF GROSS REVENUES BY PAYOR MIX
Medicare
Medicaid
Managed Care
Other
• Excludes newborns
•• Of beds in service
CREDIT GROUP
4 ,176
3,531
116,306
542,299
4.7
891
104,055
116.8
46,990
1,005,239
470,031
67.1%
34%
12%
42%
12%
OTHER ENTITIES
28%
6%
47%
19%
ELIMINATIONS GRAND TOTAL
4 ,176
3,531
116,306
542,299
4.7
891
104,055
116.8
46,990
1,005,239
470,031
101.1%
34%
12%
43%
11%
100% 100% 100% Total ================================~
SSM HEALTH CARE
ASSETS LIMITED AS TO USE OR RESTRICTED AS OF SEPTEMBER 30,2013 {In thousands~
CREDIT OTHER GROUP ENTITIES ELIMINATIONS GRAND TOTAL
Board designated:
Property and equipment $ 1,365,444 $ 233,987 $ $ 1,599,431
Other 117,266 117,266
Held by trustees:
Project funds 1,581 1,581
Bond funds 6,239 6,239
Self-insurance 158,082 20,621 178,703
Collateral held under swap agreements
Collateral held under securities lending agreements 222,339 2,687 225,026
Total assets limited as to use 1,869,370 258,876 2,128,246
Temporarily restricted funds 298 42,150 42.448
Permanently restricted funds 7,669 13,811 21.480
Total assets restricted as to use 7,967 55 ,961 63,928
Total assets limited as to use or restricted 1,877,336 314,839 2,192,175
Less: current portion (247,332) (1 0.492) (257,824)
Noncurrent portion $ 1,630,004 $ 304,347 $ $ 1,934,351