Illinois Finance Authority Revenue Bonds, Series 2016C (Presence Health Network) (The “Bonds”)
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SECOND SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT $967,835,000* ILLINOIS FINANCE AUTHORITY REVENUE BONDS, SERIES 2016C (PRESENCE HEALTH NETWORK) (THE “BONDS”) The Preliminary Official Statement dated July 13, 2016 (the “Preliminary Official Statement”) relating to the above-referenced Bonds, as supplemented by the Supplement to Preliminary Official Statement dated July 15, 2016, is further supplemented and amended by this Second Supplement to Preliminary Official Statement dated July 26, 2016 (this “Supplement”), as follows: 1. As part of its Continuing Disclosure Agreement, the Corporation will host a call for the Beneficial Owners within seventy-five (75) days after the end of each fiscal quarter of the System through and including the fiscal quarter ending December 31, 2017. 2. The definition of “Cash and Liquid Investments” contained in Appendix D is hereby amended as follows (changed text shown in underline): “Cash and Liquid Investments” means all unrestricted cash and liquid investment balances, including, without limitation, such amounts that are on deposit in a funded depreciation fund or account, whether classified as current or noncurrent assets, held by the System Affiliates for any of their corporate purposes, but excluding any trustee held funds, creditor held funds, self insurance and captive insurance funds, pension and retirement funds and the proceeds of any short-term borrowings, including without limitation, draws on lines of credit regardless of the maturity date of the line of credit, all as set forth in the most recent Financial Statements of the System delivered under the Master Indenture. Capitalized terms in this Supplement have the meanings assigned thereto in the Preliminary Official Statement. This Supplement has been approved by Presence Health Network. This Supplement should be affixed to and is hereby made a part of the Preliminary Official Statement. Supplement dated July 26, 2016. * Preliminary, subject to change. SUPPLEMENT TO PRELIMINARY OFFICIAL STATEMENT $967,835,000* ILLINOIS FINANCE AUTHORITY REVENUE BONDS, SERIES 2016C (PRESENCE HEALTH NETWORK) (THE “BONDS”) The Preliminary Official Statement dated July 13, 2016 (the “Preliminary Official Statement”) relating to the above-referenced Bonds is supplemented and amended by this Supplement to Preliminary Official Statement dated July 15, 2016 (this “Supplement”), as follows: 1. The System has made its unaudited consolidated financial statements for the six months ended June 30, 2016 available at http://emma.msrb.org/EP941495-EP730452-EP1132184.pdf which financial statements are incorporated herein by reference. 2. The information appearing under the caption “ACUTE CARE MINISTRIES – Historical Utilization of Acute Care Ministries” on page A-15 of the Preliminary Official Statement is hereby amended in its entirety to read as follows: Data regarding patient utilization for the Acute Care Ministries for the six months ended June 30, 2016 and 2015 and for the fiscal years ended December 31, 2015 and 2014 is depicted in the following table. Six Months Ended June 30, Year Ended December 31, 2016 2015 2015 2014 Patient Days 273,656 285,528 569,784 581,975 Occupancy Percentage(1) 52.6% 55.2% 52.5% 55.7% Acute Care Admissions 44,058 46,158 90,986 92,232 Adjusted Admissions 98,566 101,732 204,139 199,755 Observation Cases 19,277 18,202 36,670 35,678 Average Length of Stay - Acute 4.23 4.16 4.14 4.27 Medicare ALOS – Acute 4.50 5.11 4.96 5.25 Medicare Acute Case Mix Index 1.59 1.60 1.59 1.60 ER Visits (Inpatients and Outpatients) 191,688 194,264 390,210 389,435 Deliveries 3,761 3,812 7,778 7,952 Inpatient Surgeries 9,811 9,842 19,950 20,656 Outpatient Surgeries 20,320 21,723 43,400 42,800 Open Heart Surgeries 448 488 953 925 GI Cases IP & OP 13,477 13,615 26,985 27,124 Total Surgery & GI Cases 44,056 45,668 91,288 91,505 _____________ (1) Occupancy percentage is based on available beds. * Preliminary, subject to change. 3. The information appearing under the caption “FINANCIAL AND OPERATING INFORMATION – Sources of Gross Patient Service Revenue” on page A-26 of the Preliminary Official Statement is hereby amended in its entirety to read as follows: The System derives its gross patient service revenue from the federal Medicare program, state Medicaid programs, managed care organizations, commercial insurers, self-paying patients and other sources. The following table presents the sources of gross patient service revenues for the System for the six months ended June 30, 2016, and for the fiscal years ended December 31, 2015 and 2014. For further information regarding the sources of revenue and the potential impacts of changes thereto, refer to the section in this Official Statement entitled “BONDHOLDERS’ RISKS.” Sources of Gross Patient Service Revenues Six Months Ended Year Ended June 30, December 31, 2016 2015 2014 Medicare 38.1% 38.1% 40.6% Medicare Managed Care 10.6 10.5 8.0 Medicaid 6.0 7.1 15.3 Medicaid Managed Care 14.8 13.1 4.7 Commercial 26.9 27.2 26.9 Self-Pay & Other 3.7 4.0 4.5 Total 100.0% 100.0% 100.0% 4. The information appearing under the caption “FINANCIAL AND OPERATING INFORMATION – Unrestricted Investments and Liquidity” on page A-28 of the Preliminary Official Statement is hereby amended in its entirety to read as follows: The following table shows the System’s unrestricted cash and investments (excluding assets held by bond trustees) and days cash on hand as of June 30, 2016 and December 31, 2015 and 2014. Liquidity Position (Dollars in Thousands)(1) June 30, December 31, December 31, 2016 2015 2014 Cash and cash equivalents $161,545 $207,356 $192,404 Investments 740,925 744,433 918,455 Total unrestricted cash and investments $902,470 $951,789 $1,110,859 Days cash on hand(1) 126.7 130.6 165.0 __________________ (1) Days cash on hand is calculated in accordance with the Master Indenture for the audited periods and is based on actual days elapsed during the interim period ended June 30, 2016. 5. In the second paragraph under the caption “FINANCIAL AND OPERATING INFORMATION – Management’s Discussion of Financial Performance - Background” on page A-29 of the Preliminary Official Statement, the reference to “(approximately $33 million)” is hereby amended to read “(approximately $44 million).” 2 6. The information appearing under the caption “FINANCIAL AND OPERATING INFORMATION - Turnaround Plan: Projected Timing and Financial Outcomes of Initiatives – Turnaround Plan: Five Month 2016 Turnaround Plan Projections Compared to Unaudited Income Statement (excluding Alverno)” on page A-36 of the Preliminary Official Statement is hereby amended in its entirety to read as follows: Turnaround Plan: Six Month 2016 Turnaround Plan Projections Compared to Unaudited Income Statement (excluding Alverno) The 2016 Turnaround Plan projections were developed by management based on quarterly time periods. The Turnaround Plan projections on an aggregate basis for the 1st Quarter and 2nd Quarter 2016 are as indicated below. January to June 2016 Projected Income Statement (Dollars in Thousands) Projected Projected Projected 1st Quarter 2nd Quarter January – 2016 2016 June 2016 Total Revenue $633,000 $641,628 $1,274,628 Operating Expenses Salaries and benefits $334,000 $329,885 $663,885 Supplies 97,000 95,875 192,875 Purchased Services 93,000 91,852 184,852 Insurance 11,500 11,500 23,000 Depreciation and amortization 34,500 34,500 69,000 Interest 10,500 10,500 21,000 Assessments and taxes 29,500 29,500 59,000 Other 50,000 49,418 99,418 Total Expenses $660,000 $653,030 $1,313,030 Income (loss) from operations before ($27,000) ($11,402) ($38,402) turnaround expenses Turnaround Expenses 5,955 8,838 14,793 Loss from operations ($32,955) ($20,240) ($53,195) ____________________ Source: Management of the System Note: Certain items have been reclassified for presentation consistent with the annual audited financial statements for both actual operating results as well as Turnaround Plan projections and therefore will vary from previous presentations. 3 In order to compare the Turnaround Plan to the unaudited (actual) summary consolidated statements of operations for the six months ended June 30, 2016, which have been incorporated herein by reference, the below schedule excludes financial information for Alverno, which is separately listed. Six Months Ended June 30, 2016 Unaudited (Dollars in Thousands) Consolidated Statement of Consolidated Operations Statement of Presence – Alverno (excluding Operations Alverno Eliminations Alverno) Total Revenue $1,324,487 $86,476 ($36,994) $1,275,005 Operating Expenses Salaries and benefits $697,636 $46,547 - $651,089 Supplies 209,404 20,462 - 188,942 Purchased services 159,008 5,236 (36,994) 190,766 Insurance 22,849 190 - 22,659 Depreciation and amortization 69,597 1,057 - 68,450 Interest 21,471 - - 21,471 Assessments and taxes 56,237 - - 56,237 Other 112,711 12,136 - 100,575 Total Expenses $1,348,913 $85,627 ($36,994) $1,300,279 Income (loss) from operations before turnaround expenses ($24,426) $848 - ($25,274) Turnaround Expenses 17,585 17,585 Income (loss) from operations ($42,011) $848 - ($42,859) ____________________ Source: Management of the System 7. The information appearing under the caption “FINANCIAL AND OPERATING INFORMATION - Turnaround Plan: Comparison of Projections to Actual Performance” on page A-38 of the Preliminary Official Statement is hereby amended in its entirety to read as follows: Turnaround Plan: Comparison of Projections to Actual Performance The table below compares the Actual (Unaudited) Consolidated