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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 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 December 31, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 7.1(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:
None ---------------------------------------------------
5. In accordance with Section 7.1(ii)(2)(iv) of the Agreement, I certify on behalf of the
Corporation that the Credit Group is in compliance with the financial covenants in Section 7.19 of the Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of
December 31, 2014, for the Relevant Period:
(a) [Pursuant to Section 7.19(a), the Historical Debt Service Coverage Ratio as of
December 31, 2015 is 7.72, for the 12-month period then ended.][Pursuant to Section 7.19(b), the Days' Cash on Hand Ratio is 189 days as of December 31,2014.
1483577.02
(b) Annex I attached hereto sets forth financial data and computations evidencing the
Credit Group'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 30th day of March, 2015.
SSM HEALTH CARE CORPORATION
By: 2~· ~~~ Yame: Kris A?'z~ffilr Its: Treasurer
1483577.02
2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CORPORATION
COMPL~NCECALCULATIONS
FOR CONTINUING COVENANT AGREEMENT DATED AS OF MAY 1, 2014
CALCULATIONS AS OF DECEMBER 31 ,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. Days Cash on Hand Ratio of the Credit Group (Section 7.19(b))
$ 528,517
$ 68,419
7.72:1 .0
1.10:1.0
@no
1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821,842 (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)
365
664,972,330
$ 3,513,227
75 days
Ciii)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 CERTI FIES THAT:
1. I am the Treasurer ofthe Corporation.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on December 31, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 6.01(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 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 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 ------------------------------------------------------
5. In accordance with Section 6.01(ii)(2)(iv) ofthe Agreement, I certify on behalfofthe
Corporation that the Credit Group is in compliance with the financial covenants in Section 6.20 of the Agreement required to be satisfied as of the end ofthe Relevant Period, and specifically that as of December 31, 20 I 4, for the Relevant Period:
(a) Pursuant to Section 6.20(a), the Historical Debt Service Coverage Ratio as of December 31, 2014 is 7. 72, for the 12-month period then ended.][Pursuant to Section 6.20(b), the Days' Cash on Hand Ratio is 189 days as of December 31 , 2014.
(b) Annex I attached hereto sets forth financial data and computations evidencing the
Credit Group'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 30th day of March, 2015.
SSM HEALTH CARE CORPORA TlON
By:?£_·~~ Vame: Kris A?z~mlr Its: Treasurer
1483577.02
2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CORPORATION
COMPLIANCE CALCULATIONS FOR CONTINUING COVENANT AGREEMENT
DATED AS OF MAY 1, 2014
CALCULATIONS AS OF DECEMBER 31 , 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))
$ 528,517
$ 68,419
7.72:1.0
1.10:1.0
@no
1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821 ,842 (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)
365
664,972,330
$ 3,513,227
189 days
75 days
@no
FORM OF COMPLIANCE CERTIFICATE
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 F ACILIT!ES AUTHORITY OF THE STATE OF MISSOURI, a body politic and corporate and public instrumentality organized and existing under the laws ofthe 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 ofthe Borrower.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on December 31, 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 Agent and the quarterly financial statements previously furnished to the Agent pursuant to Section 5.01(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 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 ---------------------------------------------------
5. In accordance with Section 5.01(b)(ii)(4) of the Agreement, I certify on behalf of the
Borrower that the Credit Group is in compliance with the financial covenants in Section 5.20-of the
Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of
December 31, 20 14, for the Relevant Period:
(a) Pursuant to Section 5.20(a), the Historical Debt Service Coverage Ratio as of December 31, 2014 is 7.72, for the 12-month period then ended. Pursuant to Section 5.20(b), the Days' Cash on Hand Ratio is 189 days as of December 31,2014.
(b) Annex 1 attached hereto sets forth financial data and computations e'·idencing the
Credit Group'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 30th day of March, 2015.
SSM HEALTH CARE CORPORA TJON
By 2~· ~~ j)tame: Kris A?z~mlr Its: Treasurer
1483577.02 2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CORPORATION
COMPLIANCE CALCULATIONS FOR CONTINUING COVENANT AGREEMENT
DATED AS OF MAY 1, 2014
CALCULATIONS AS OF DECEMBER 31,2014.
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))
$ 528,517
$ 68,419
7.72:1.0
1.10:1.0
CiiiJ no
Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821,842 (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)
365
664,972,330
$ 3,513,227
189 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 CERTIFIES THAT:
1. I am the Treasurer of the Corporation.
2. This Compliance Certificate is provided with respect to the fiscal quarter ending on December 31, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 6.01(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 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 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 -------------------------------------------------------
5. In accordance with Section 6.01(ii)(2)(iv) ofthe Agreement, I certify on behalfofthe
Corporation that the Credit Group is in compliance with the financial covenants in Section 6.20 ofthe Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of December 31,2014, for the Relevant Period:
(a) Pursuant to Section 6.20(a), the Historical Debt Service Coverage Ratio as of
December 31, 2014 is 7.72, for the 12-month period then ended. Pursuant to Section 6.20(b), the Days' Cash on Hand Ratio is 189 days as of December 31,2014.
(b) Annex 1 attached hereto sets forth financial data and computations evidencing the
Credit Group'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 30th day of March, 2015.
SSM HEALTH CARE CORPORA TJON
By 7£_. ~~ }>7ame: Kris A.7z;~ffilr Its: Treasurer
1483577.02 2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CORPORATION
COMPLIANCE CALCULATIONS FOR CONTINUING COVENANT AGREEMENT
DATED AS OF MAY 1, 2014
CALCULATIONS AS OF DECEMBER 31,2014.
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))
$ 528,517
$ 68,419
7.72:1.0
1.10:1.0
@no
1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821,842 (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)
365
664,972,330
$ 3,513,227
189 days
75 days
@no
FORM OF COMPLIANCE CERTIFICATE
To: Wells Fargo Bank, National Association, as Administrative Agent
This Compliance Certificate is furnished pursuant to that certain Revolving Credit Agreement dated February 28, 2014 (as amended, modified, renewed or extended from time to time, the "Agreement") 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:
1. I am the Treasurer of the Corporation.
2. This Compliance Certificate is provided with respect to the calendar quarter ending on December 31, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 6.1 (i)(l) for the most recent calendar 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); 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 ofthe 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 December 31 , 2014, for the Relevant Period:
(a) Pursuant to Section 6.19(a), the Historical Debt Service Coverage Ratio as of December 31, 2014 is 7.72, for the 12-month period then ended. Pursuant to Section 6.19(b), the Days' Cash on Hand Ratio is 189 days as ofDecember 31,2014.
Wells & NT compliance 14Q4 90 days. doc
(b) Annex 1 attached hereto sets forth financial data and computations e\·idencing the Credit Group'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 30th day of March, 2015.
SSM HEALTH CARE CORPORATION
By: Ji:_. ~~ ?arne: Kris A?z~mlr Its: Treasurer
1483577.02 2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CORPORATION
COMPLIANCE CALCULATIONS FOR REVOLVING CREDIT AGREEMENT
DATED FEBRUARY 28, 2014
CALCULATIONS AS OF DECEMBER 31 , 2014.
A. Historical Debt SeNice Coverage Ratio of the Credit Group (Section 6.19(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 6.19(b))
$ 528,517
$ 68,419
7.72:1.0
1.10:1.0
@no
1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821,842 (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)
365
664,972,330
$ 3,513,227
189 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 December 31, 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 Initial 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 December 31 , 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 this 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:
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
1:\123\TREASURY\Compliance\90 davs\Citi Exh ibit 8 201 2 Cert 4Q14.docx
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 December 31 , 2014, for the Relevant Period:
(a) Pursuant to Section 5.16(a), the Historical Debt Service Coverage Ratio 7.7, for the 12-month period then ended December 31 , 2014. Pursuant to Section 5.16(b), the Days' Cash on Hand Ratio is 189 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 30th day of March, 2015.
SSM HEALTH CARE CORPORATION
sy zL·d ~ 7 • 7
Name Kris A. Zimmer
Title Tteasurer
1:\1 23\TREASURY\Comoliance\90 days\Citi Exhibit B 2012 Cert 4Q14.docx
HISTORICAL DEBT SERVICE COVERAGE
Fiscal Year Ended December 31, (in thousands)
Net Income Loss on early extinguishment of debt Depreciation and amortization Impairment loss Unrealized (gains) losses MTM adjustment on interest rate swaps Interest expense
Total income 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 Medicaid Managed Care Commercial. Se~-Pay and Other
UTILIZATION BY MARKET
Licensed Beds
Page 1 of 2
As of 12/3112014
2013 2014
$202,684
171 .378 6,735
(62,516) (60.512) 42,455
$300,224 $ 300,224
$60,280 50 X
$ 191 ,828 2,316
204,403 18,520 24,501 56,230 30,719
$ 528,517 $ 528,517 Annualized $ 68,419
7.7 X
Fiscal Year Ended December 31, (in thousands)
2012 2013 2014
$95,418 12
$124,995 15
$119,605 12
$1 ,397,425 $1,475,994 $1 ,702,237 183 181 177 195 100 189
Net Revenue by Payor Fiscal Year Ended December 31 ,
2012 2013 2013
29% 15% 48% 8%
100%
27% 15% 48% 10%
100%
31% 14% 44% 11%
100%
Region Acute Post Acute
SSMH -St. Louis SSMH of Wisconsin SSMH of Oklahoma SSMH of Southern Illinois SSMH - Mid Missouri St. Francis, Maryville
Total
Admissions
Region
SSMH -St. Louis SSMH of Wisconsin SSMH of Oklahoma SSMH of Southern Illinois SSMH - Mid Missouri St. Francis, Maryville
Total
Total Patient Days
SSMH - St. Louis SSMH of Wisconsin SSMH of Oklahoma SSMH of Southern Ill inois SSMH - Mid Missouri St. Francis, Maryville
Total
1.901 0 590 311 788 0 247 0 255 0
!1.1 Q 3,862 311
2012 2013
82,438 80,455 26,303 26,294 22,248 26,057 13.180 12.71 4 8,067 8,629 1.390 1,461
153,626 155,610
2012 2013
390,334 388,539 207,934 208,106 157,852 173,282 50,521 49,461 32,939 34,250 6,140 6,378
845,720 858,016
Admission and patient day data include acute, rehabilitation and long-term care. Page 2 of 2
2014
82,824 25,715 24,003 12,484 8,737 1,646
156,369
2014
393,676 206.165 168,116 47,705 34,494 6,349
856,505
312612015
For the Quarter/Year ended December 31 , 2014 ("Statement Date")
AnnexA 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/ Line 11.8):
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 11.8):
Measured on the second fiscal quarter and fourth fiscal quarter.
Minimum required:
$528,517
$68,419
7.7 to 1
1.1 to 1
$1,821,842
3,513,227
189 to 1
75 to 1
3/26/201 5
FORM OF COMPLIANCE CERTIFICATE (Series 20 14J)
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 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 December 31, 2014 (the "Relevant Period").
3. The unaudited financial statements referred to in Section 6.01(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 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 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 ---- --------------------------------------------------
5. In accordance with Section 6.01 (ii)(2)(iv) of the Agreement, I certify on behalf of the
Corporation that the Credit Group is in compliance with the financial covenants in Section 6.20 of the Agreement required to be satisfied as of the end of the Relevant Period, and specifically that as of December 31,2014, for the Relevant Period:
(a) Pursuant to Section 6.20(a), the Historical Debt Service Coverage Ratio as of
December 31, 2014 is 7.72:1.0, for the 12-month period then ended. Pursuant to Section 6.20(b), the Days' Cash on Hand Ratio is 189 days as of December 31, 2014.
(b) Annex 1 attached hereto sets forth financial data and computations evidencing the
Credit Group'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 30th day of March, 2015.
SSM HEALTH CARE CORPORATION
By: 2~- ~~ Vame: Kris A?Z~mnlr Its: Treasurer
1483577.02
2
ANNEX I TO COMPLIANCE CERTIFICATE
SSM HEALTH CORPORATION
COMPLIANCE CALCULATIONS FOR CONTINUING COVENANT AGREEMENT
DATED AS OF MAY 1, 2014
CALCULATIONS AS OF DECEMBER 31,2014.
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))
$ 528,517
$ 68,419
7.72:1.0
1.10:1.0
@no
1 Total cash, cash equivalents and marketable securities of the Credit Group $ 1,821,842 (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)
365
664,972,330
$ 3,513,227
189 days
75 days
Ciii'Jno
SSM HEALTH
ADDITIONAL BALANCE SHEET INFORMATION AS OF DECEMBER 31, 2014 (In thousands)
CREDIT OTHER
QBQJ.!.E ENTITIES ELIMINATIONS GRAND TOTAL
ASSETS
CURRENT ASSETS: Cash and cash equivalents $ 50,209 45,350 $ $ 95,559 Short-term investments 69,396 73,268 142,664 Current portion of assets limited as to use 170,070 45,283 215,353 Patients accounts receivable, less allowance for uncollectible accounts 471,736 19,717 (18,907) 472,546 Premium receiVable 7,334 7,334 Other receivables 177,032 30,061 (21,212) 185,881 Inventories, prepaid expenses, and other 101,398 8,369 (1,822) 107,945 Estimated third-party payor settlements 14,584 5 !4,598) 9,991
Total current assets 1,054,425 229,387 (46,539) 1,237,273
ASSETS LIMITED AS TO USE OR RESTRICTED- Excludong current portion 1,988,122 353,101 2,341 ,223
PROPERTY AND EQUIPMENT- Net 1,865.603 70.434 1,936,037
OTHER ASSETS: Deferred financing costs- net 7,886 7,886 Goodwoll 92,349 20,082 112,431 Intangibles - net 241 ,407 43.706 285,113 Investments in unconsolidated entities 221,915 6,759 (150,297) 78.377 Other 30,332 306 !22,1 41) 8 497
Total other assets 593,889 70853 (172,438) 492,304
TOTAL $ 5 502 039 $ 723 775 $ C218 9Z?l $ 6 006837
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES: Revolving line of credit $ 100,000 $ 188 $ $ 100,1 88 Current portion of long-term debt and capital lease obligations 35,243 574 (480) 35,337 Accounts payable and accrued expenses 569,763 263.329 (46,276) 786,816 Short-term debt 199,937 199,937 Commercial paper 300,000 300,000 Unearned premiums 19,084 19,084 Payable under securities lending agreements 125,553 717 126,270 Estimated third-party payor settlements 114 977 26 115,003
Total current liabilities 1,445,473 283,918 (46,756) 1,682,635
LONG-TERM DEBT- Excluding current portion 1,355,027 29,190 (22,141 ) 1,362,076
ESTIMATED SELF-INSURANCE OBLIGATIONS 72.572 10,024 82,596
CAPITAL LEASE OBLIGATIONS- Excluding current portion 16,575 6,365 22,940
UNFUNDED PENSION LIABILITY 717,619 717,619
OTHER LONG-TERM LIABILITIES 259.471 29.727 289,198
Total liabilities 3,886,737 359,224 (68.897) 4,157,064
NET ASSETS: Unrestricted:
Noncontrolling onterest in subsidianes 18,678 2,629 21 .307
SSM Health unrestricted net assets 1 555,514 303 503 (98,080) 1,760,937
Total unrestricted net assets 1,574,192 306,132 (98,080) 1,782,244 Temporarily restricted 35,607 41 ,676 (35,258) 42,025
Permanently restricted 25,503 16 743 (16,742) 25,504
Total net assets 1,635,302 364 551 (150,080) 1,849,773
TOTAL ~ § ~Q~ Q3~ ~ 12~ zz~ ~ (2Je ~ZZl ~ 6 OQ§ 8~Z
SSM HEALTH
ADDITIONAL INCOME STATEMENT INFORMATION AS OF DECEMBER 31 , 2014 (In thousands)
OPERATING REVENUES AND OTHER SUPPORT
Net patient service revenues
Premiums earned
Investment income
Other revenue
Net assets released from restrictoons
Total opera ting revenues and other support
OPERATING EXPENSES:
Salaries and benefits
Medical claims
Supplies
Professional lees and other
Interest
Depreciation and amortization
Impairment loss
Total operating expenses
INCOME (LOSS) FROM OPERATIONS
NONOPERATING GAINS AND (LOSSES):
Investment income
Loss from early 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 REVENUES OVER EXPENSES BEFORE INCOME TAXES
INCOME TAXES
EXCESS OF REVENUES OVER EXPENSES
CREDIT GROUP
3,560,984
85.871
16,386
252.276
120
3 915,637
1,954,497
670,675
834,825
50,113
204,386
18,322
3,732,818
182,819
59,613
(2,316)
547
57,844
240,863
(56,231)
184,432
(7,396)
$ 191828
OTHER ENTITI ES ELIMINATIONS GRAND TOTAL
235,342 (435,184) 3,361 ,1 42
1,168,505 (61,169) 1,193,207
33,598 49,984
270,001 (236,078) 286.199
5,084 5.204
1,7 12,530 (732,431) 4 895 736
514,362 (208,800) 2,260,059
924,631 (460,827) 463.804
48,190 718,865
238,294 (66,477) 1,006,642
3,479 (846) 52,746
24,433 228,819
18,322
1,753,389 (736,950) 4,749,257
(40,859) 4 519 146,479
1,012 60,625
(2,316)
(50) 497
962 58806
(39,897) 4 ,519 205.285
(764) (56,995)
(40,661) 4,519 148,290
8,333 937
$ (48,994) $ 4,519 $ 147 353
SSM HEALTH
CONSOLIDATED STATEMENTS OF CASH FLOWS AS OF DECEMBER 31 , 2014 (In thousands)
CREDIT OTHER
GROUP ENTITIES ELIMINATIONS GRAND TOTAL
CASH FLOWS FROM OPERATING ACTIVITIES:
Change in net assets (188,968) 56,565 14,692 (117,711)
Adjustments to reconcile change in net assets to net cash
provided by (used in) operating activities:
Pension related changes 265,456 265,456
Depreciation and amortization 209,776 19,043 228,819
Impairment Loss 18,322 18,322
Loss - Early extinguishment debt 2,316 2,316
Bad debts 192,518 13,944 206,462
Restricted contributions (1,190) {1,190)
Contributions/distributions to noncontrolling owners - net 3,476 437 3,913
Realized/unrealized gains and losses on investments- net (49,788) (29,198) {78,986)
Equity in earnings - unconsolidated entities {13,055) 6,086 {14,912) {21 ,881)
Change in valuation of investments in unconsolidated entities 328 328
Change in market value of interest rate swaps 56,232 763 56 ,995
(Loss) Gain on disposal of assets {43) 619 576
Changes in assets and liabilities:
Short-term investments 42,249 {29,269) 12,980
Patient accounts receivable {11 0,994) (32,523) (2,512) (146,029)
Other receivables, inventories, prepaid expenses, and other 27,688 (133,257) 18,072 (87,497)
Accounts payable, accrued expenses, and other liabilities (218,232) 70,572 (16,666) (164,326)
Estimated self-insurance obligations 13,162 1,701 14,863
Net cash provided by (used in) operating activities 250,443 (55,707) (1 ,326) 193,410
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in property and equipment- net (224,185) (11,723) (235,908)
Net change in assets limited as to use or restricted (115,723) 19,756 (95,967)
Acquisition of hospitals and health care entities (466) (466)
Net change in other assets 21,418 (4,871) 16,547
Net cash provided by (used in) investing activities (318,956) 3,162 (315,794)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt 589,810 589,810
Payments on long-term debt (465,015) (94,051) 1,326 (557 ,740)
Net change in revolving line of credit 100,000 (85,037) 14,963
Net change in short-term borrowings and commerical paper 109,932 109,932
Debt issuance cost (4,474) (4.474)
Distribution to noncntrl owners (3,476) (437) (3,913)
Contributions from noncntrl owners
Equity Transfers (221,605) 221 ,605
Restricted contributions 1,190 1,190
Net cash provided by (used in) financing activities 105,172 43,270 1,326 149,768
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 36,659 (9,275) 27,384
CASH AND CASH EQUIVALENTS- Beginning of year 13,550 54 ,625 68, 175
CASH AND CASH EQUIVALENTS -12/31/14 50,209 45,350 95,559
SSM HEALTH
ADDITIONAL OPERATING STATS INFORMATION AS OF DECEMBER 31, 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 V ISITS
EMERGENCY ROOM V ISITS
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
155,195
721 .116
4.6
1,174
135,389
115.3
62,371
1,399,683
659,784
67.3%
37%
13%
39%
11 %
100%
OTHER
ENTITIES
22%
8%
58%
12%
100%
ELIMINATIONS GRAND TOTAL
4,173
3,486
155,195
721,116
4.6
1 ' 174
135,389
115.3
62,371
1,399,683
659,784
67.3%
36%
12%
41%
11%
100%
SSM HEALTH
ASSETS LIMITED AS TO USE OR RESTRICTED AS OF DECEMBER 31, 2014 (In thousands)
CREDIT OTHER
GROUP ENTITIES ELIMINATIONS GRAND TOTAL
Board designated:
Property and equipment $ 1,702,236 $ 300,526 $ $ 2,002,762
Other 141,738 141,738
Reserves in regulated insurance company 4,181 12,147 16,328
Held by trustees:
Project Funds 14,897 14,897
Funds held in escrow 15,002 15,002
Bond funds 5,875 5,875
Self-insurance 154,601 11 ,574 166,175
Collateral held under swap agreements
Collateral held under securities lending agreements 125,554 716 126,270
Total assets limited as to use 2,149,082 339,965 2,489,047
Temporarily restricted funds 349 41,676 42,025
Permanently restricted funds 8,760 16,743 25,503
Total assets restricted as to use 9,109 58,419 67,528
Tota l assets limited as to use or restricted 2,158,192 398,384 2,556,576
Less: current portion (170,070) (45,283) (215,353)
Noncurrent portion $ 1,988,122 $ 353,101 $ $ 2,341,223
SSM HEALTH
ADDITIONAL INCOME STATEMENT INFORMATION FOR THE QUARTER ENDED DECEMBER 31, 2014 In thousands
CREDIT OTHER GROUP ENTITIES ELIM INATIONS GRAND TOTAL
OPERATING REVENUES AND OTHER SUPPORT:
Net patient service revenues $ 953,618 $ 41 ,013 $ (141 ,421) 853,210
Premiums earned 32,761 293.476 (18,278) 307,959
Investment income 10,092 3,003 13,095
Other revenue 65,695 70.430 (66,079) 70,046
Net assets released from restrictions 57 1,392 1 449
Total operating revenues and other support 1.062,223 409,314 (225,778) 1,245,759
OPERATING EXPENSES:
Salaries and benefits 540,649 102,906 (54.760) 588,795
Med1cal supplies 249.606 (151,495) 98,111
Supplies 192.484 5.015 197.499
Professional fees and other 230,557 58,366 (19,582) 269,361
Interest 13,824 373 (209) 13,988
Depreciation and amortization 55,937 3,076 59,013
Impairment loss 18,322 18,322
Total operating expenses 1,051,773 419,362 (226,046) 1,245,089
INCOME (LOSS) FROM OPERATIONS 10,450 (10,048) 268 670
NONOPERATING GAINS AND (LOSSES):
Investment income 22,192 52 22,244
Loss from early extingUishment of debt
Other-net 95 16 111
Total nonoperating gains and (losses)- net 22,287 68 22,355
EXCESS OF REVENUES OVER EXPENSES BEFORE CHANGE IN
FAIR VALUE OF INTEREST RATE SWAPS AND INCOME TAXES 32.737 (9,980) 268 23,025
CHANGE IN FAIR \ALUE OF INTEREST RATE SWAPS (33,077) (33,077)
EXCESS OF OF REVENUES 0\'ER EXPENSES BEFORE INCOME TAXES (340) (9,980) 268 (10,052)
INCOME TAXES (7,800) 8,324 524
EXCESS OF REVENUES OVER EXPENSES $ 7.460 $ (18.304) $ 268 $ (10,576)
SSM HEALTH
ADDITIONAL BALANCE SHEET INFORMATION AS OF DECEMBER 31 , 2013 (In thousands)
CREDIT OTHER
GROUP ENTITIES ELIMINATIONS GRAND TOTAL
ASSETS
CURRENT ASSETS: Cash and cash equivalents $ 13,550 $ 54,625 $ $ 68,175
Short-tenn investments 111,445 44,199 155,644 Current portion of assets limited as to use 231,319 48,050 279,369 Patients accounts receivable, less allowance for uncollectible accounts 485,539 64,454 (22,087) 527,906
Premium receivable 6,665 6,665
Other receivables 24,858 102,571 (5,772) 121,657
Inventories, prepaid expenses, and other 75,345 22,751 (2,074) 96,022
Estimated third-party payor settlements 11,795 11 ,795
Total current assets 953,851 343,315 (29,933) 1,267,233
ASSETS LIMITED AS TO USE OR RESTRICTED - Exclud ing current portion 1,757,216 446,461 2,205,677
PROPERTY AND EQUIPMENT- Net 1,568,973 292,285 1,861,258
OTHER ASSETS:
Deferred financing costs - net 6,261 112 6,373
Goodwill 28,312 98,942 127,254
Intangibles - net 78,264 233,125 311,369 Investments In unconsolidated ent~ies 228,535 16,175 (166,584) 78,126
Other 29,413 4,093 (23,41 1) 10,095
Total other assets 370,765 352.447 (169,995) 533,237
TOTAL $ 4 65Q 825 $ 1 436 508 $ (219 9281 $ 5 867 405
LIABILITIES AND NET ASSETS
CURRENT LIABILITIES: Revolving line of credit $ $ 65,225 $ $ 85,225
Current portion of long-tenn debt 40,184 11,552 (535) 51,201
Accounts payable and accrued expenses 299,817 396,076 (29,609) 666,264
Notes payable 400,000 400,000
Unearned premiums 39,683 39,663
Payable under securities lending agreements 206,438 907 207 ,345 Estimated third-party payor settlements 133,396 8 133,404
Total current liabil~ies 1,079,635 533,451 (30,144) 1,583,142
LONG-TERM DEBT- Excluding current port ion 1,241,679 118,628 (23,412) 1,336,895
ESTIMATED SELF-INSURANCE OBLIGATIONS 51,409 16,661 68,070
OTHER LONG-TERM LIABILITIES 850 971 60,843 911 ,814
Total liabilities 3,223,894 729,583 (53,556) 3,899,921
NET ASSETS:
Unrestricted: Noncontrolling interest in subsidiaries 17,445 2,878 20,323
SSM Health unrestricted net assets 1,350 810 647,688 (116,380) 1,882,118
Total unrestricted net assets 1,368,255 650,566 (116,380) 1,902,441
Temporarily restricted 36,389 42,440 (36,073) 42,756
Pennanently restricted 22,287 13,919 (13,919) 22,287
Total net assets 1,426,931 706,925 (166,372) 1,967,464
TOTAL ~ ~ !l:iQ ~'li ~ l :!~§ :iQ§ ~ !mml ~ ~ a~z :IQ~
SSM HEALTH
ADDITIONAL INCOME STATEMENT INFORMATION AS OF DECEMBER 31 , 2013 (In thousands)
CREDIT OTHER GROUP ENTITIES ELIM INATIONS GRAND TOTAL
OPERATING REVENUES AND OTHER SUPPORT:
Net patient service revenues $ 2,9 17,952 $ 260,571 $ (66,066) $ 3,112.457
Premiums earned 9,882 359,933 (8,935) 360,880
Investment income 52,672 17.639 70,311
Other revenue 204,280 277.111 (216,076) 265,315
Net assets released from restricttens 174 5,501 5,675
Total operating revenues and other support 3,184,960 920,755 (291,077) 3,814,638
OPERATING EXPENSES:
Salaries and benefits 1,654,643 547,260 (1 69,956) 2,031 ,947
Medical claims 208,054 (66,066) 14 1,988
Supplies 557,560 57,759 (4) 615,335
Professional fees and other 742,135 156,700 (41,378) 857,457
Interest 43,230 4,332 (876) 46,686
Depreciation and amortization 171,319 17,492 188,811
Impairment loss 6 ,735 6,735
Total operating expenses 3,175,642 991,597 (278,280) 3,888,959
INCOME (LOSS) FROM OPERATIONS 9,318 (70,842) (12,797) (74,321)
NONOPERATING GAINS AND (LOSSES)·
Investment income 134,072 6,672 140,744
Loss from early extinguishment of debt
Other-net 496 (124) 372
Total nonoperating gains and (losses)- net 134,568 6,548 141,116
EXCESS OF REVENUES OVER EXPENSES BEFORE CHANGE IN
FAIR VALUE OF INTEREST RATE SWAPS AND INCOME TAXES 143,886 (64,294) (12,797) 66,795
CHANGE IN MARKET VALUE OF INTEREST RATE SWAPS 60,512 1,027 61 ,539
EXCESS OF REVENUES OVER EXPENSES BEFORE INCOME TAXES 204,398 (63,267) (12,797) 128,334
INCOME TAXES 1.714 (42) 1,672
EXCESS OF REVENUES OVER EXPENSES $ 202,684 $ (63,225) (12,797) $ 126,662
SSM HEALTH
CONSOUDATEDSTATEMENTSOFCASHFLOWS AS OF DECEMBER 31, 2013 {In thousands~
CREDIT OTHER
GROUP ENTITIES ELIMINATIONS GRAND TOTAL
CASH FLOWS FROM OPERATING ACTIVITIES:
Change in net assets 399,201 36,407 (34,743) 400,865
Adjustments to reconcile change in net assets to net cash
provided by (used in) operating activities:
Pension related changes (266, 178) (2,428) (268,606)
Depreciation and amortization 171,639 17,288 188,927
Impairment Loss 6,735 6,735
Loss - early extinguishment debt
Bad debts 190,283 14,589 204,872
Restricted contributions (1 ,843) (1,843)
Contributions/distributions to noncontrolling owners - net 3,608 3,608
Realized/unrealized gains and losses on investments- net (157,046) (21,626) (178,672)
Equity in earnings - unconsolidated entities (9,509) (10,470) (19,979)
Change in valuation of investments in unconsolidated entities 125,515 (160,1 33) 34,741 123
Change in market value of interest rate swaps (60,512) (1,027) (61 ,539)
Gain (loss) on disposal of assets 422 (169) 253
Changes in assets and liabilities:
Short-term investments (32,658) 2,401 (30,257)
Patient accounts receivable (169,989) (7,009) 22,087 (154,91 1)
Other receivables, inventories, prepaid expenses, and other (3,819) (4,508) 1,659 (6,668)
Accounts payable, accrued expenses, and other liabilities 136,233 (102,121 ) (23,547) 10,565
Estimated self-insurance obligations (12,226) (1 ,044) (13,270)
Net cash provided by (used in) operating activities 321 ,699 (241 ,693) 197 80,203
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in property and equipment- net (157,298) (12,378) (169,676)
Net change in assets limited as to use or restricted 30,882 (59,624) (28,742)
Acquisition of hospitals and health care entities 1,400 (1 54,812) (153,412)
Net change in other assets (21 ,198) (7,087) (28,285)
Net cash provided by (used in) investing activities (146,214) (233,901) (380,115)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt
Payments on long-term debt (35,843) (9,182) (197) (45,222)
Net change in revolving line of credit (37,430) 25,000 (12,430)
Notes payable - net 400,000 400,000
Debt issuance cost (76) (76)
Distribution to noncntrl owners (3,618) (3,618)
Contributions from noncntrl owners 10 10
Equity transfers (502,900) 502,900
Restricted contributions 1,843 1,843
Net cash provided by (used in) financing activities (1 79,781) 520,485 (197) 340,507
NET INCREASE (DECREASE) IN CASH A ND CASH EQUIVALENTS (4,296) 44,891 40,595
CASH AND CASH EQUIVALENTS - Beginning of year 17,846 9,734 27,580
CASH AND CASH EQUIVALENTS- 12/31/13 13,550 54,625 68,175
SSM HEALTH
ADDITIONAL OPERATING STATS INFORMATION AS OF DECEMBER 31,2013
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 Total
CREDIT
GROUP
4,176
3,531
154,447
719,203
4.7
1,163
138,813
119.4
63,262
1,332,598
625,025
66.6%
27%
15%
48%
10%
OTHER
ENTITIES
27%
4%
38%
31%
ELIMINATIONS GRAND TOTAL
4,176
3,531
154,447
719,203
4.7
1,163
138,813
119.4
63,262
1,332,598
625,025
66.6%
27%
14%
47%
12%
=========================================== 100% 100% 100%
• Excludes newborns
•• Of beds in service
SSM HEALTH
ASSETS LIMITED AS TO USE OR RESTRICTED AS OF DECEMBER 31, 2013 (In thousands)
CREDIT OTHER
GROUP ENTITIES ELIMINATIONS GRAND TOTAL
Board designated:
Property and equipment $ 1,475,995 $ 375,418 $ $ 1,851 ,413
Other 130,270 130,270
Reserves in regulated insurance company 19,802 19,802
Held by trustees:
Project funds
Funds held in escrow 30,002 30,002
Bond funds 5,995 5,995
Self-insurance 161 ,152 14,024 175,176
Collateral held under swap agreements
Collateral held under securities lending agreements 206,438 907 207,345
Total assets limited as to use 1,979,850 440,153 2,420,003
Temporarily restricted funds 316 42,440 42,756
Permanently restricted funds 8,368 13,919 22,287
Total assets restricted as to use 8,684 56,359 65,043
Total assets limited as to use or restricted 1,988,535 496,511 2,485,046
Less: current portion (231,319) (48,050) (279,369)
Noncurrent portion $ 1,757,216 $ 448,461 $ $ 2,205,677