FORM OF COMPLIANCE CERTIFICATE
(2012 Term Loan)
Bank of America, N.A. (the "Bank")
To:
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:
1483577.02
2
2~· ~~~
Yame: Kris A?'z~ffilr
Its:
Treasurer
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 ,20 14.
A.
Historical Debt Service Coverage Ratio of the Credit Group
(Section 7.19(a))
1
Income Available for Debt Service
$
528,517
2
Debt Service Requirements on Funded Indebtedness
$
68,419
3
Ratio of Line A 1 to Line A2
7.72:1 .0
4
Line A3 must be greater than or equal to
1.10:1.0
5
The Credit Group is in compliance (circle yes or no)
B.
@no
Days Cash on Hand Ratio of the Credit Group (Section 7.19(b))
1 Total cash, cash equivalents and marketable securities of the Credit Group
(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 eq uivalents 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
$
1,821,842
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 12month 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 foll owing 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 3 1, 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 T lON
By:?£_·~~
A?z~mlr
Vame: Kris
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
$
528,517
2
Debt Service Requirements on Funded Indebtedness
$
68,419
3
Ratio of Line A 1 to Line A2
7.72:1.0
4
Line A3 must be greater than or equal to
1.10:1.0
5
The Credit Group is in compliance (circle yes or no)
B.
@no
Days Cash on Hand Ratio of the Credit Group (Section 6.20(b))
1 Total cash, cash equivalents and marketable securities of the Credit Group
(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
$
1,821 ,842
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 12month period ending on such date of calculation
5
Ratio of Line 83 to Line 84
189 days
6
Line 85 must be greater than or equal to
75 days
7
The Credit Group is in compliance (circle yes or no)
365
664 ,972,330
$
3,513,227
@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.
This Compliance Certificate is provided with respect to the fiscal quarter ending on
December 31, 2014 (the "Relevant Period").
2.
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
1483577.02
2
2~· ~~
j)tame: Kris A?z~mlr
Its:
Treasurer
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
$
528 ,517
2
Debt Service Requirements on Funded Indebtedness
$
68,419
3
Ratio of Line A 1 to Line A2
7.72:1.0
4
Line A3 must be greater than or equal to
1.10:1.0
5
The Credit Group is in compliance (circle yes or no)
B.
CiiiJ no
Days Cash on Hand Ratio of the Credit Group (Section 6.20(b))
Total cash, cash equivalents and marketable securities of the Credit Group
(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 pu rpose of meeting
the covenant set forth in Section 6.20(b) of the Agreement and (ii) cash of
$ 1,821,842
the Credit Group which has been posted as collateral under any Swap
Contract)
365
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 12month period ending on such date of calculation
5
Ratio of Line 83 to Line 84
189 days
6
Line 85 must be greater than or equal to
75 days
7
The Credit Group is in compliance (circle yes or no)
664,972,330
$ 3,513,227
@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. Thi s 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 31,201 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 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 T JON
By
1483577.02
2
7£_. ~~
}>7ame: Kris A.7z;~ffilr
Its:
Treasurer
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
$
528,517
2
Debt Service Requirements on Funded Indebtedness
$
68,419
3
Ratio of Line A 1 to Line A2
7.72:1.0
4
Line A3 must be greater than or equal to
1.10:1.0
5
The Credit Group is in compliance (circle yes or no)
B.
1
@no
Days Cash on Hand Ratio of the Credit Group (Section 6.20(b))
Total cash , cash equivalents and marketable securities of the Credit Group
(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
$
1,821,842
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 12month period ending on such date of calculation
5
Ratio of Line 83 to Line 84
189 days
6
Line 85 must be greater than or equal to
75 days
7
The Credit Group is in compliance (circle yes or no)
365
664 ,972,330
$
3,513,227
@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:
1483577.02
2
Treasurer
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
$
528,517
2
Debt SeNice Requirements on Funded Indebtedness
$
68,419
3
Ratio of Line A 1 to Line A2
7.72:1.0
4
Line A3 must be greater than or equal to
1.10:1.0
5
The Credit Group is in compliance (circle yes or no)
B.
1
@no
Days Cash on Hand Ratio of the Credit Group (Section 6.19(b))
Total cash, cash equivalents and marketable securities of the Credit Group
(not restricted as to use and not subject to any Lien other tha n 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
$
1,821,842
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 12month period ending on such date of calculation
5
Ratio of Line 83 to Line 84
189 days
6
Line 85 must be greater than or equal to
75 days
7
The Credit Group is in compliance (circle yes or no)
365
664,972,330
$ 3,513,227
@no
OFFICER'S CERTIFICATE
Citibank N.A.
Floor
399 Greenwich Street
New York, NY 10013
Attn : Manager Credit and Financial Products
2nd
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 12month 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
7
zL ·d 7 ~
•
Name Kris A. Zimmer
Title
1:\1 23\TREASURY\Comoliance\90 days\Citi Exhibit B 2012 Cert 4Q14.docx
Tteasurer
HISTORICAL DEBT SERVICE COVERAGE
Fiscal Year Ended December 31,
(in thousands)
2013
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
$202,684
$ 191 ,828
2,316
204,403
18,520
24,501
56,230
30,719
$ 528,517
$ 528,517
$ 68,419
7.7
171 .378
6,735
(62,516)
(60.512)
42,455
$300,224
$ 300,224
$60,280
50 X
Actual debt service
Actual debt service coverage
2014
Annualized
X
LIQUIDITY
Fiscal Year Ended December 31,
(in thousands)
2012
2013
2014
Current Assets:
Cash and Investments
Days Cash and Investments
$95,418
12
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
$124,995
15
$119,605
12
$1 ,397,425 $1,475,994 $1 ,702,237
183
181
177
195
100
189
SOURCES OF PATIENT REVENUES
Net Revenue by Payor
Fiscal Year Ended December 31 ,
2012
2013
2013
Medicare
Medicaid
Managed Care
Commercial. Se~-Pay and Other
29%
15%
48%
8%
100%
27%
15%
48%
10%
100%
31%
14%
44%
11%
100%
Page 1 of 2
UTILIZATION BY MARKET
Licensed Beds
Region
SSMH -St. Louis
SSMH of Wisconsin
SSMH of Oklahoma
SSMH of Southern Illinois
SSMH - Mid Missouri
St. Francis, Maryville
Total
As of 12/3112014
Acute
Post Acute
1.901
590
788
247
255
0
311
0
0
0
Q
!1.1
3,862
311
Admissions
Region
SSMH -St. Louis
SSMH of Wisconsin
SSMH of Oklahoma
SSMH of Southern Illinois
SSMH - Mid Missouri
St. Francis, Maryville
Total
2012
82,438
26,303
22,248
13.180
8,067
1.390
153,626
2013
2014
80,455
26,294
26,057
12.71 4
8,629
1,461
155,610
82,824
25,715
24,003
12,484
8,737
1,646
156,369
Total Patient Days
SSMH - St. Louis
SSMH of Wisconsin
SSMH of Oklahoma
SSMH of Southern Illinois
SSMH - Mid Missouri
St. Francis, Maryville
Total
2012
2013
2014
390,334
207,934
157,852
50,521
32,939
6,140
845,720
388,539
208,106
173,282
49,461
34,250
6,378
8 58,016
393,676
206.165
168,116
47,705
34,494
6,349
856,505
Admission and patient day data include acute, rehabilitation and long-term care.
Page 2 of 2
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):
$528,517
$68,419
7.7 to 1
Measured quarterly
Minimum required:
1.1 to 1
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):
$1,821,842
3,513,227
189 to 1
Measured on the second fiscal quarter and fourth fiscal quarter.
Minimum required:
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:
1483577.02
2
2~- ~~
Vame: Kris A?Z~mnlr
Its:
Treasurer
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
$
528,517
2
Debt Service Requirements on Funded Indebtedness
$
68,419
3
Ratio of Line A 1 to Line A2
7.72 :1.0
4
Line A3 must be greater than or equal to
1.10:1.0
5
The Cred it Group is in compliance (circle yes or no)
B.
1
@no
Days Cash on Hand Ratio of the Credit Group (Section 6.20(b))
Total cash, cash equivalents and marketable securities of the Credit Group
(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
$
1,821,842
the Credit Group which has been posted as collateral under any Swap
Contract)
365
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 12month period ending on such date of calculation
5
Ratio of Line 83 to Line 84
189 days
6
Line 85 must be greater than or equal to
75 days
7
The Credit Group is in compliance (circle yes or no)
664,972,330
$ 3,513,227
Ciii'Jno
SSM HEALTH
ADDITIONAL BALANCE SHEET INFORMATION
AS OF DECEMBER 31, 2014
(In tho usands )
CREDIT
OTHER
ENTITIES
QBQJ.!.E
ELIMINA TIONS
GRAND TOTAL
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Short-term investments
Curre nt portion of assets limited as to use
Patients accounts receivable, less allowance for uncollectible accounts
Premium receiVable
Other receivables
Inventories, prepaid expenses, and other
Estimated third-party payor settlements
177,032
101,398
14,584
45,350
73,268
45,283
19,717
7,334
30,061
8,369
5
1,054,425
229,387
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
Goodwoll
Intangibles - net
Investments in unconsolidated entities
Other
7,886
92,349
241 ,407
221,915
30,332
20,082
43.706
6,759
306
(150,297)
!22,1 41)
7,886
112,431
285,1 13
78.377
8 497
593,889
70853
(172,438)
492,304
$
Total current assets
Total other assets
TOTAL
50,209
69,396
170,070
471,736
$
$
(21,212)
(1,822)
! 4,598)
95,559
142,664
215,353
472,546
7,334
185,881
107,945
9,991
(46,539)
1,237,273
(18,907)
$ 5 502 039
$
723 775
$
100,000
35,243
569,763
199,937
300,000
$
188
574
263.329
$
C218 9Z?l
$
6 006837
$
100,1 88
35,337
786,816
199,937
300,000
19,084
126,270
115,003
LIA BILITIES AND NET ASSETS
CURRENT LIABILITIES:
Revolving line of credit
Current portion of long-term debt and capital lease obligations
Accounts payable and accrued expenses
Short-term debt
Commercial paper
Unearned premiums
Payable under securities lending agreements
Estimated third-party payor settlements
$
(480)
(46,276)
125,553
114 977
19,084
717
26
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
Total current liabilities
UNFUNDED PENSION LIABILITY
717,619
OTHER LONG-TERM LIABILIT IES
259.471
29.727
3,886,737
359,224
Total liabilities
NET ASSETS:
Unrestricted:
Noncontrolling onterest in subsidianes
717,619
289,198
(68.897)
4,157,064
18,678
2,629
SSM Health unrestricted net assets
1 555,51 4
303 503
(98,080)
1,760,937
Total unrestricted net assets
1,782,244
21 .307
1,574,192
306,132
(98,080)
Temporarily restricted
35,607
41 ,676
(35,258)
42,025
Permanently restricted
25,503
16 743
(16,742)
25, 504
1,635,302
364 551
(150,080)
1,849,773
Total net assets
TOTAL
~ § ~Q~ Q3~
~
12~ zz~
~
(2Je ~ZZl
~
6 OQ§ 8~Z
SSM HEALTH
ADDITIONAL INCOME STATEMENT INFORMATION
AS OF DECEMBER 31 , 2014
(In thousands)
CREDIT
GROUP
OTHER
ENTITI ES
ELIMINATIONS GRAND TOTAL
OPERATING REVENUES AND OTHER SUPPORT
3,560,984
Premiums earned
85.871
235,342
1,168,505
Investment income
16,386
33,598
252.276
270,001
120
5,084
3 915,637
1,7 12,530
(732,431)
4 895 736
514,362
(208,800)
2,260,059
924,631
(460,827)
Net patient service revenues
Other revenue
Net assets released from restrictoons
Total opera ting revenues and other support
(435,184)
3,361 ,1 42
(61,169)
1,193,207
(236,078)
286.199
49,984
5.204
OPERATING EXPENSES:
1,954,497
Salaries and benefits
Medical claims
Supplies
670,675
48,190
Professional lees and other
834,825
238,294
(66,477)
50,113
3,479
(846)
204,386
24,433
Interest
Depreciation and amortization
463.804
718,865
1,006,642
52,746
228,819
18,322
Impairment los s
18,322
1,753,389
3,732,818
Total operating expenses
(40,859)
182,819
INCOME (LOSS) FROM OPERATIONS
(736,950)
4,749,257
4 519
146,479
NONOPERATING GAINS AND (LOSSES):
Investment income
59,613
Loss from early extinguishment of debt
(2,316)
1,012
(2,316)
547
Other-net
(50)
57,844
Total nonoperating gains and (losses)- net
60,625
497
962
58806
EXCESS OF REVENUES OVER EXPENSES BEFORE CHANGE IN
240,863
FAIR VALUE OF INTEREST RATE SWAPS AND INCOME TAXES
CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS
(56,231)
EXCESS OF REVENUES OVER EXPENSES BEFORE INCOME TAXES
184,432
$
191828
4 ,519
205.285
(764)
(40,661)
(7,396)
INCOME TAXES
EXCESS OF REVENUES OVER EXPENSES
(39,897)
(56,995)
4,519
148,290
8,333
$
(48,994) $
937
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
14,692
(117,711)
CASH FLOWS FROM OPERATING ACTIVITIES:
Change in net assets
(188,968)
56,565
Adjustments to reconcile change in net assets to net cash
provided by (used in) operating activities:
Pension related changes
265,456
Depreciation and amortization
209,776
228,819
18,322
Impairment Loss
18,322
2,316
Loss - Early extinguishment debt
192,518
Bad debts
2,316
13,944
206,462
(1,190)
Restricted contributions
Contributions/dis tributions to noncontrolling owners -
265,456
19,043
net
3,476
Realized/unrealized gains and losses on investments- net
(49,788)
(29,198)
Equity in earnings - unconsolidated entities
{13,055)
6,086
Change in valuation of investments in unconsolidated entities
Change in market value of interest rate swaps
(Loss) Gain on disposal of assets
{1,190)
437
3,913
{78,986)
{14,912)
328
56,232
{43)
{21 ,881)
328
763
56 ,995
619
576
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 self-insurance obligations
42,249
{29,269)
{11 0,994)
(32,523)
27,688
12,980
(2,512)
(146,029)
(133,257)
18,072
(87,497)
(218,232)
70,572
(16,666)
(164,326)
13,162
1,701
14,863
250 ,443
(55,707)
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)
21,418
(4,871)
16,547
(318,956)
3,162
Net cash provided by (used in) operating activities
(1 ,326)
193,410
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of hospitals and health care entities
Net change in other assets
Net cash provided by (used in) investing activities
(466)
(466)
(315,794)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on long-term debt
589,810
589,810
(465,015)
(94,051)
Net change in revolving line of credit
100,000
(85,037)
Net change in short-term borrowin gs and commerical paper
109,932
Payments on long-term debt
Debt issuance cost
(4,474)
Distribution to noncntrl owners
(3,476)
1,326
(557 ,740)
14,963
109,932
(4.474)
(437)
(3,913)
Contributions from noncntrl owners
Equity Transfers
(221,605)
221 ,605
1,190
Restricted contributions
1,190
105,172
43,270
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
Net cash provided by (used in) financing activities
1,326
149,768
SSM HEALTH
ADDITIONAL OPERATING STATS INFORMATION
AS OF DECEMBER 31, 2014
CREDIT
OTHER
GROUP
ENTITIES
ELIMINATIO NS
GRAND TOTAL
BEDS
LICENSED BEDS- TOTAL
4,173
4,173
STAFFED BEDS- TOTAL
3,486
3,486
ACUTE PATIENT SERVICES
ADMISSIONS*
155, 195
155,1 95
PATIENT DAYS'
721 .116
721,116
4.6
4.6
1,174
135,389
1 ' 174
135,389
115.3
115.3
AVERAGE LENGTH OF STAY
SKILLED PATIENT SERVICES
ADMISSIONS*
PATIENT DAYS*
AVERAGE LENGTH OF STAY
OUTPATIENT SURGERIES
OUTPATIENT V ISITS
EMERGENCY ROOM V ISITS
6 2,371
62,371
1,399,683
1,399,683
659,784
659,784
67.3%
PERCENTAGE OCCUPANCY**
67.3%
PERCENTAGE OF GROSS REVENUES BY PAYOR MIX
Medicare
37%
22%
Medicaid
13%
8%
12%
Managed Care
39%
58%
41%
Other
Total
*
Excludes newborns
•• Of beds in service
36%
11 %
12%
11%
100%
100%
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
$
$
4,181
Reserves in regulated insurance company
2,002 ,762
141,738
141,738
Other
12,147
16,328
15,002
15,002
154,601
11 ,574
166,175
125,554
716
126,270
2,149,082
339 ,965
2,489,047
Held by trustees:
Project Funds
14,897
14,897
Funds held in escrow
5,875
Bond funds
Self-insurance
5,875
Collateral held under swap agreements
Collateral held under securities lending agreements
Total assets limited as to use
Temporarily restricted funds
Permanently restricted funds
Total assets restricted as to use
Tota l assets limited as to use or restricted
41,676
42,025
16,743
25,503
9,109
58,419
67, 528
2,158,192
398,384
2,556,576
(170,070)
Less: current portion
Noncurrent portion
349
8,760
$
1,988 ,122
(45,283)
$
353,101
(215,353)
$
$
2,341,223
SSM HEALTH
ADDITIONAL INCOME STATEMENT INFORMATION
FOR THE QUARTER ENDED DECEMBER 31, 2014
In thousands
CREDIT
GROUP
OTHER
ENTITIES
ELIM I NATIONS
GRAND TOTAL
OPERATING REVENUES AND OTHER SUPPORT:
Net patient service revenues
$
Premiums earned
953,618
$
32,761
41 ,013
Investment income
10,092
3,003
Other revenue
65,695
70.430
57
1,392
1.062,223
409,314
Net assets released from restrictions
Total operating revenues and other support
$
293.476
(141 ,421)
853,210
(18,278)
307,959
(66,079)
70,046
13,095
1 449
(225,778)
1,245,759
102,906
(54.760)
588,795
249.606
(151,495)
OPERATING EXPENSES:
Salaries and benefits
540,649
Med1cal supplies
Supplies
192.484
5.015
Professional fees and other
230,557
58,366
(19,582)
Interest
13,824
373
(209)
Depreciation and amortization
55,937
3,076
Impairment loss
18,322
Total operating expenses
269,361
13,988
59,013
18,322
1,051,773
INCOME (LOSS) FROM OPERATIONS
98,111
197.499
419,362
(10,048)
10,450
(226,046)
1,245,089
268
670
NONOPERATING GAINS AND (LOSSES):
Investment income
22,192
52
22,244
95
16
111
22,287
68
22,355
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 \ALUE OF INTEREST RATE SWAPS
268
23,025
(33,077)
(33,077)
(340)
EXCESS OF OF REVENUES 0\'ER EXPENSES BEFORE INCOME TAXES
INCOME TAXES
EXCESS OF REVENUES OVER EXPENSES
(9,980)
32.737
(9,980)
(7,800)
$
7.460
268
(10,052)
8,324
$
(18.304) $
524
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
Short-tenn investments
Current portion of assets limited as to use
Patients accounts receivable, less allowance for uncollectible accounts
$
13,550
111,445
231,319
485,539
Premium receivable
Other receivables
Inventories, prepaid expenses, and other
Estimated third-party payor settlements
24,858
75,345
11,795
Total current assets
ASSETS LIMITED AS TO USE OR RESTRIC TED -
$
$
(22,087)
68,175
155,644
279,369
527,906
(5,772)
(2,074)
6,665
121,657
96,022
11 ,795
(29,933)
1,267,233
953,851
343,315
1,757,216
446,46 1
2,205,677
1,568,973
292,285
1,861,258
6,261
28,312
78,264
228,535
29,413
112
98,942
233,125
16,175
4,093
6,373
127,254
(166,584)
(23,41 1)
311,369
78, 126
10,095
370,765
352.447
(169,995)
533,237
$ 4 65Q 825
$ 1 436 508
$
$
$
65,225
11,552
396,076
$
Exclud ing current portion
PROPERTY AND EQUIPMENT- Net
OTHER ASSETS:
Deferred financing costs - net
Goodwill
Intangibles - net
Investments In unconsolidated ent ~ies
Other
Total other assets
TOTAL
54,625
44,199
48,050
64,454
6,665
102,571
22,751
$
(219 9281
$
5 867 405
$
85,225
51,201
LIABILITIES AND NET A SSETS
CURRENT LIABILITIES:
Revolving line of credit
Current portion of long-tenn debt
Accounts payable and accrued expenses
Notes payable
Unearned premiums
Payable under securities lending agreements
Estimated third-party payor settlements
40,184
299,817
400,000
(535)
(29,609)
666,264
400,000
39,663
207 ,345
133,404
39,683
206,438
133,396
907
8
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
850 971
60,843
911 ,814
3,223,894
729,583
Total current
OTHER LONG-TERM LIABILITIES
Total liabilities
NET ASSETS:
Unrestricted:
Noncontrolling interest in subsidiaries
(53,556)
3,899,921
17,445
2,878
SSM Health unrestricted net assets
1,350 810
647,688
(116,380)
1,882,118
Total unrestricted net assets
1,902,441
20,323
1,368,255
650,566
( 116,380)
Temporarily restricted
36,389
42,440
(36,073)
42,756
Pennanently restricted
22,287
13,919
( 13,919)
22,287
1,426,931
706,925
(166,372)
1,967,464
Total net assets
TOTAL
~ ~
!l:iQ ~'li
~
l
:!~§
:iQ§
~
!mml
~
~ a~z :IQ~
SSM HEALTH
ADDITIONAL INCOME STATEMENT INFORMATION
AS OF DECEMBER 31 , 2013
(In thousands)
CREDIT
GROUP
OTHER
ENTITIES
ELIM INATIONS GRAND TOTAL
OPERATING REVENUES AND OTHER SUPPORT:
Net patient service revenues
$
Premiums earned
Investment income
Other revenue
Net assets released from restricttens
Total operating revenues and other support
2,9 17,952
$
260,571
$
(66,066) $
3,112.457
(8,935)
36 0,880
(216,076)
265, 315
9,882
359,933
52,672
204,280
17.639
277.111
174
5,501
3,184,960
920,755
(291,077)
3,814,638
1,654,643
547,260
(1 69,956)
2,031 ,947
208,054
(66,066)
14 1,988
70,311
5,675
OPERATING EXPENSES:
Salaries and benefits
Medical claims
Supplies
557,560
57,759
(4)
615,335
Professional fees and other
742,135
156,700
(41,378)
857,457
43,230
4,332
(876)
171,319
17,492
Interest
Depreciation and amortization
Impairment loss
6 ,735
T otal operating expenses
6,735
3,175,642
991,597
9,318
INCOME (LOSS) FROM OPERATIONS
46,686
188,811
(70,842)
(278,280)
3,888,959
(1 2,797)
(74,321)
NONOPERATING GAINS AND (LOSSES)·
134,072
Investment income
6,672
140,744
Loss from early extinguishment of debt
(124)
496
Other-net
Total nonoperating gains and (losses)- net
134, 568
6,548
143,886
(64,294)
372
141 ,116
EXCESS OF REVENUES OVER EXPENSES BEFORE CHANGE IN
FAIR VALUE OF INTEREST RATE SWAPS A ND INCOME TAXES
CHANGE IN MARKET VALUE OF INTEREST RATE SWAPS
EXCESS OF REVENUES OVER EXPENSES BEFORE INCOME TAXES
I NCOME TAXES
EXCESS OF REVENUES OVER EXPENSES
$
60,512
1,027
204,398
(63,267)
1.714
(42)
202,684
$
(63,225)
(12,797)
66,795
61 ,539
(12,797)
128,334
1,672
(12,797) $
126,662
SSM HEALTH
CONSOUDATEDSTATEMENTSOFCASHFLOWS
AS OF DECEMBER 31, 2013
{In thousands~
CREDIT
OTHER
GROUP
ENTITIES
ELIMINATIO NS
GRAND TOTAL
(34,743)
400,865
CASH FLOWS FROM OPERATI NG ACTIVITIES:
399,201
Change in net assets
36,407
Adjustments to reconcile change in net assets to net cash
provided by (used in) operating activities:
Pension related changes
Depreciation and amortization
(266, 178)
(2,428)
(268,606)
171,639
17,288
188,927
6,735
Impairment Loss
6,735
Loss - early extinguishment debt
190,283
Bad debts
Restricted contributions
Contributions/distributions to noncontrolling owners - net
Realized/unrealized gains and losses on investments- net
Equity in earnings - unconsolidated entities
204,872
(1 ,843)
(1,843)
(21,626)
(178,672)
3,608
(157,046)
(9,509)
Change in valuation of investments in unconsolidated entities
125,515
Change in market val ue of interest rate swaps
(60,512)
422
Gain (loss) on disposal of assets
14,589
3,608
(10,470)
(160,1 33)
(19,979)
34,741
123
(1,027)
(61 ,539)
(169)
253
Changes in assets and liabilities:
Short-term investments
Patient accounts receivable
Other receivables, inventories, prepaid expenses, and other
(32,658)
2,401
(169,989)
(7,009)
(3,819)
Accounts payable, accrued expenses, and other liabilities
136,233
Estimated self-insurance obligations
(12,226)
Net cash provided by (used in) operating activities
(4,508)
(102,121 )
(30,257)
22,087
1,659
(23,547)
(1 ,044)
(154,91 1)
(6,668)
10,565
(13,270)
321 ,699
(241 ,693)
197
(157,298)
(12,378)
30,882
(59,624)
(28,742)
1,400
(1 54,812)
(153,412)
(21 ,198)
(7,087)
(28,285)
(146,214)
(233,901)
(380,115)
80,203
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
(169,676)
CASH FLOWS FROM FI NANCING ACTIVITIES:
Borrowings on long-term debt
Payments on long-term debt
(35,843)
(9,182)
Net change in revolving line of credit
(37,430)
25,000
(197)
400,000
Notes payable - net
400,000
(76)
Debt issuance cost
(76)
(3,618)
Distribution to noncntrl owners
(3,618)
10
Contributions from noncntrl owners
(502,900)
Equity transfers
10
502,900
1,843
Restricted contributions
(45,222)
(12,430)
1,843
(1 79,781)
520,485
NET INCREAS E (DECREASE) IN CASH A ND CASH EQUIVALENTS
(4,296)
44,891
40,595
CASH AND CASH EQUIVALENTS -
17,846
9,734
27,580
13,550
54,625
68,175
Net cash provided by (used in) financing activities
Beginning of year
CASH AND CASH EQUIVALENTS- 12/31 /13
(197)
340,507
SSM HEALTH
ADDITIONAL OPERATING STATS INFORMATION
AS OF DECEMBER 31,2013
CREDIT
OTHER
GROUP
ENTITIES
ELIMINATIONS
GRAND TOTAL
BEDS
LICENSED BEDS- TOTAL
4,176
4,176
STAFFED BEDS- TOTAL
3,531
3,531
ACUTE PATIENT SERVICES
ADMISSIONS*
154,447
154,447
PATIENT DAYS*
719,203
719 ,203
4.7
4.7
AVERAGE LENGTH OF STAY
SKILLED PATIENT SERVICES
ADMISSIONS*
PATIENT DAYS*
AVERAGE LENGTH OF STAY
OUTPATIENT SURGERIES
OUTPATIENT VISITS
EMERGENCY ROOM VIS ITS
1,163
1,163
138,813
138,813
119.4
119.4
63,262
63,262
1,332,598
1,332,598
625,025
625,025
66.6%
PERCENTAGE OCCUPANCY**
66.6%
PERCENTAGE OF GROSS REVENUES BY PAYOR MIX
Medicare
27%
27%
Medicaid
15%
4%
14%
Managed Care
48%
38%
47%
Other
Total
• Excludes newborns
•• Of beds in service
27%
10%
31%
12%
100%
100%
100%
===========================================
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
$
Other
1,475,995
$
375,418
$
$
130,270
1,851 ,413
130,270
Reserves in regulated insurance company
19,802
19,802
30,002
30,002
161 ,152
14,024
175,176
206,438
907
207,345
1,979,850
440,153
2,420,003
Held by trustees :
Project funds
Funds held in escrow
Bond funds
5,995
Self-insurance
5,995
Collateral held under swap agreements
Collateral held under securities lending agreements
Total assets limited as to use
Temporarily restricted funds
Permanently restricted fu nds
Total assets restricted as to use
Total assets limited as to use or restricted
42,440
42,756
13,919
22,287
8,684
56,359
65,043
1,988,535
496,511
2,485,046
(231,319)
Less: cu rrent portion
Noncurrent portion
316
8,368
$
1,757,216
(48,050)
$
448,461
(279,369)
$
$
2,205,677