GREAT RIVER MEDICAL CENTER, GRMC FOUNDATION AND GREAT RIVER FOUNDATION, INC. COMBINED FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2011 AND 2010

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1 GREAT RIVER MEDICAL CENTER, GRMC FOUNDATION AND COMBINED FINANCIAL STATEMENTS YEARS ENDED

2 TABLE OF CONTENTS YEARS ENDED INDEPENDENT AUDITORS' REPORT 1 COMBINED FINANCIAL STATEMENTS COMBINED BALANCE SHEETS 2 COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS 4 COMBINED STATEMENTS OF CASH FLOWS 6 NOTES TO COMBINED FINANCIAL STATEMENTS 7 INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION 25 SUPPLEMENTARY INFORMATION COMBINING BALANCE SHEETS 26 COMBINING STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS 30 COMPARATIVE PATIENT STATISTICS (UNAUDITED) 34

3 INDEPENDENT AUDITORS' REPORT Board of Directors Great River Medical Center, GRMC Foundation and Great River Foundation, Inc. West Burlington, Iowa We have audited the accompanying combined balance sheets of Great River Medical Center, GRMC Foundation and Great River Foundation, Inc. as of June 30, 2011 and 2010, and the related combined statements of operations and changes in net assets, and cash flows for the years then ended. These combined financial statements are the responsibility of the Organization s management. Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Great River Medical Center, GRMC Foundation and Great River Foundation, Inc. as of June 30, 2011 and 2010, and the results of their operations and changes in their net assets and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Minneapolis, Minnesota October 17, 2011 LarsonAllen LLP (1) An independent member of Nexia International

4 COMBINED BALANCE SHEETS ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 32,393,714 $ 24,053,571 Assets Limited as to Use, Held by Trustee under Indenture Agreement 1,287 5,873 Patient Receivables, Net 18,636,932 18,362,773 Accrued Interest Receivable 753, ,220 Other Receivables 508, ,419 Inventories 2,770,752 3,099,074 Prepaid Expenses 1,660,000 1,887,318 Investment Collateral 1,481,760 2,033,193 Total Current Assets 58,206,177 50,512,441 ASSETS LIMITED AS TO USE Held by Trustee under Indenture Agreement 1,287 5,873 Other Investments, Primarily Deposits with Insurance Companies 5,338,125 5,159,204 Total Assets Limited as to Use 5,339,412 5,165,077 Less: Amount Required to Meet Current Obligations (1,287) (5,873) Noncurrent Assets Limited as to Use 5,338,125 5,159,204 INVESTMENTS 232,626, ,376,899 OTHER ASSETS Beneficial Interest in Trusts Held by Others 4,270,124 3,831,343 Notes Receivable 673, ,954 Property and Equipment, Net 127,836, ,314,076 Deferred Financing Costs, Net 1,311,388 1,394,676 Intangibles, Less Accumulated Amortization 4,000 12,000 Total Other Assets 134,094, ,537,049 Total Assets $ 430,265,241 $ 405,585,593 See accompanying Notes to Combined Financial Statements. (2)

5 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Current Portion of Long-Term Debt $ 2,145,000 $ 1,995,000 Trade Accounts Payable 3,074,538 2,777,626 Accrued Expenses and Other Payables 12,992,720 15,246,024 Payable Under Investment Loan Agreement 1,481,760 2,033,193 Total Current Liabilities 19,694,018 22,051,843 LONG-TERM DEBT, Less Current Maturities 60,170,273 62,286,373 FAIR VALUE OF INTEREST RATE SWAP 3,669,547 4,419,139 DEFERRED COMPENSATION 1,097,741 1,116,362 Total Liabilities 84,631,579 89,873,717 COMMITMENTS AND CONTINGENCIES NET ASSETS Unrestricted 341,185, ,707,769 Temporarily Restricted 3,202,523 2,904,229 Permanently Restricted 1,245,224 1,099,878 Total Net Assets 345,633, ,711,876 Total Liabilities and Net Assets $ 430,265,241 $ 405,585,593 (3)

6 COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS YEARS ENDED UNRESTRICTED NET ASSETS Net Patient Service Revenue $ 158,276,443 $ 157,155,271 Other Operating Revenue 2,757,920 2,361,524 Net Assets Released from Restrictions Used for Klein Operations 658, ,993 Total Unrestricted Net Assets 161,692, ,859,788 EXPENSES Salaries and Wages 61,492,831 60,012,800 Employee Benefits 14,608,969 12,439,053 Payroll Taxes 4,738,124 4,518,888 Contract Services 13,754,504 13,883,862 Support Costs 3,392,696 3,173,424 Supplies 18,023,196 19,679,405 Drugs 8,393,871 6,959,074 Food 1,562,724 1,519,656 Repairs and Maintenance 1,739,215 2,161,653 Utilities 1,547,097 1,500,372 Other Supplies and Expenses 632, ,823 Depreciation 12,222,114 12,746,143 Amortization 204, ,131 Insurance 1,605,686 1,913,632 Rent 711, ,388 Property Taxes 2,656 3,218 Interest 3,250,912 3,283,603 Provider Tax 1,353,020 - Provision for Bad Debts 7,202,833 7,601,526 Total Expenses 156,439, ,919,651 OPERATING INCOME 5,252,468 6,940,137 OTHER INCOME (LOSS) AND SUPPORT Contributions 227, ,767 Miscellaneous 360, ,001 Investment Income 31,209,155 24,990,240 Unrealized Gain (Loss) on Interest Rate Swap 749,592 (1,335,018) Total Other Income and Support 32,547,652 24,121,990 EXCESS OF SUPPORT AND REVENUE OVER EXPENSES 37,800,120 31,062,127 Net Assets Released from Restrictions Used for Purchase of Property and Equipment 28, ,069 Transfers to Great River Health System, Inc., Net (8,350,000) (4,000,000) INCREASE IN UNRESTRICTED NET ASSETS 29,478,146 27,165,196 See accompanying Notes to Combined Financial Statements. (4)

7 COMBINED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED) YEARS ENDED TEMPORARILY RESTRICTED NET ASSETS Contributions for Property and Equipment and Hospice Operations 32,885 35,052 Net Assets Released from Restrictions for Purchase of Property and Equipment (28,026) (103,069) Net Assets Released from Restrictions Used for Klein Operations (658,039) (342,993) Change in Beneficial Interest in Trust 951, ,111 Increase (Decrease) in Temporarily Restricted Net Assets 298,294 (220,899) PERMANENTLY RESTRICTED NET ASSETS Change in Beneficial Interest in Perpetual Trust 145,346 82,570 INCREASE IN NET ASSETS 29,921,786 27,026,867 Net Assets - Beginning 315,711, ,685,009 NET ASSETS - ENDING $ 345,633,662 $ 315,711,876 See accompanying Notes to Combined Financial Statements. (5)

8 COMBINED STATEMENTS OF CASH FLOWS YEARS ENDED CASH FLOWS FROM OPERATING ACTIVITIES Increase in Net Assets $ 29,921,786 $ 27,026,867 Adjustments to Reconcile Increase in Net Assets to Net Cash Provided by Operating Activities: Depreciation 12,222,114 12,746,143 Amortization 233, ,542 Provision for Bad Debts 7,202,833 7,601,526 Forgiveness of Notes Receivables 321, ,470 Transfers to Great River Health System, Inc., Net 8,350,000 4,000,000 Contributions Restricted for Property and Equipment (32,885) (35,052) (Increase) Decrease in Beneficial Interest in Trusts (438,781) 70,312 Net Change in Fair Value of Interest Rate Swap (749,592) 1,335,018 Net Gains on Investments (23,411,171) (18,393,003) Gain on Disposition of Equipment (202,997) (192,335) Changes in Assets and Liabilities: Patient and Interest Receivables (7,419,162) (6,416,854) Other Current Assets 306,717 (370,667) Accounts Payable 296, ,548 Accrued Expenses and Other Liabilities (2,253,304) 1,912,829 Deferred Compensation Liability (18,621) (90,267) Net Cash Provided by Operating Activities 24,329,511 30,192,077 CASH FLOWS FROM INVESTING ACTIVITIES Principal Payments Received on Notes Receivable 408, ,759 Disbursements for Notes Receivable (418,488) (614,383) Purchase of Property and Equipment (9,904,547) (8,661,445) Proceeds from Sale of Property and Equipment 363, ,630 Cash Paid for Intangibles - (16,000) Purchase of Investments (67,323,001) (131,185,549) Proceeds from Sales or Maturities of Investments 71,484, ,230,179 Deposits with Insurance Companies (174,335) (68,685) Net Cash Used by Investing Activities (5,563,668) (18,536,494) CASH FLOWS FROM FINANCING ACTIVITIES Transfers to Great River Health System, Inc., Net (8,350,000) (4,000,000) Contributions Restricted for Property and Equipment 32,885 35,052 Deferred Bond Issue Costs (113,585) - Principal Payments on Long-Term Debt (1,995,000) (1,955,000) Net Cash Used by Financing Activities (10,425,700) (5,919,948) INCREASE IN CASH AND CASH EQUIVALENTS 8,340,143 5,735,635 Cash and Cash Equivalents - Beginning 24,053,571 18,317,936 CASH AND CASH EQUIVALENTS - ENDING $ 32,393,714 $ 24,053,571 SUPPLEMENTAL DISCLOSURES Cash Payments for Interest $ 3,148,263 $ 3,258,192 Change in Discounts on Bonds $ 28,900 $ 29,411 See accompanying Notes to Combined Financial Statements. (6)

9 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The accompanying combined financial statements include the accounts of Great River Medical Center, GRMC Foundation and Great River Foundation, Inc (the Organization). Great River Medical Center and GRMC Foundation together form an obligated group for the 2001 Master Trust Indenture hereto referred to as the Series 2001 Bond Issue Obligated Group. Great River Medical Center, GRMC Foundation and Great River Foundation, Inc. together form an obligated group for the 2008 Master Trust Indenture hereto referred to as the Series 2008 Bond Issue Obligated Group. Great River Medical Center (Medical Center), located in West Burlington, Iowa, is a not-forprofit acute care hospital. The Medical Center provides inpatient, outpatient and emergency care services to residents of southeast Iowa. Admitting physicians are primarily practitioners in the local area. GRMC Foundation is a nonprofit corporation organized under the laws of the State of Iowa for the purpose of providing financial assistance and support to Great River Medical Center. Great River Foundation, Inc. is a nonprofit corporation organized under the laws of the State of Iowa to engage in and conduct activities to assist in carrying out the charitable purposes of Great River Health Systems, Inc. and Great River Medical Center. Great River Health Systems, Inc. is the parent holding company of all three entities described above. In its capacity as sole member of each Organization above, Great River Health Systems, Inc. appoints the directors to the board of each of the three entities. Great River Health Systems, Inc. is also the parent holding company of one taxable not-for-profit entity (Great River Medical Services) and one for-profit entity (Riverview Systems, Ltd. and its consolidated subsidiaries) which are considered related entities and are not included in these combined financials. Use of Estimates The preparation of combined financial statements in conformity with accounting policies generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Combination The combined financial statements include the accounts of Great River Medical Center, GRMC Foundation and Great River Foundation, Inc. All material inter-company accounts and transactions have been eliminated in combination. (7)

10 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cash and Cash Equivalents For purposes of reporting cash flows, the GRMC Foundation and Great River Foundation, Inc. considers only corporate checking accounts and income and principal cash accounts maintained by bank trustees to be cash equivalents. All other cash instruments, regardless of maturity, are included in investments. The Medical Center considers only assets not limited as to use including cash, savings accounts, money market accounts and certificates of deposit purchased with an original maturity of three months or less to be cash and cash equivalents. The Organization maintains substantially all deposits at one financial institution. Accounts Receivable and Allowance for Uncollectible Accounts Patient receivables where a third-party payor is responsible for paying the amount are carried at a net amount determined by the original charge for the service provided, less an estimate made for contractual adjustments or discounts provided to third-party payors. Patient receivables due directly from patients are carried at the original charge for the service provided less amounts covered by third-party payors and less an estimated allowance for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts, by historical experience applied to an aging of accounts and by considering the patients financial history, credit history and current economic conditions. The Medical Center does not charge interest on patient receivables. Patient receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense when received. Inventories Inventories are valued at the lower of cost (first-in, first-out method) or market. Notes Receivable Notes receivable consist of amounts advanced or loaned to certain physicians or employees that are either being paid back or amortized as certain criteria are met. Investments and Investment Income Investments in equity securities with readily determinable fair values and all debt securities included in investment portfolios are measured at fair value, based on quoted market prices. The Organization classifies their investments as trading securities and, accordingly, have included unrealized and realized gains and losses on investments in excess of support and revenues over expenses. Investments accounted for by the equity method recognize net income or loss of the investee as income or loss and distributions are treated as reductions to the carrying value of the investment. (8)

11 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Assets Limited as to Use Assets limited as to use primarily include assets held by a trustee under an indenture agreement and assets designated by the board of directors for payment of deferred compensation liabilities, over which the board retains control and may, at its discretion, subsequently use for other purposes. Amounts available to meet current obligations of the Medical Center have been reclassified as current assets in the combined balance sheets as of June 30, 2011 and Securities Lending The Organization also has investments with an investment manager that participates in securities lending through a program run by its custodial bank. Under the terms of its securities lending agreement, the program requires a broker borrowing securities from the investment manager to provide collateral of a value approximating 102% for U.S. issuers and 105% for non-u.s. issuers of the then fair value of the loaned securities and accrued interest, if any. Additional collateral is required from the borrower if the loaned securities increase in value. Valuations of the collateral pools are provided to the Organization by the investment manager. At June 30, 2011 and 2010, the Organization had securities with fair values of $1,405,648 and $1,897,279, respectively, on loan. The Organization reflects the collateral received for securities on loan as an asset on its combined balance sheet and its obligation to return the collateral as a liability on its combined balance sheet. An asset of $1,481,760 and $2,033,193 and the related liability representing the obligation to return the collateral received of $1,481,760 and $2,033,193 are reflected on the combined balance sheet as of June 30, 2011 and 2010, respectively. The collateral pools are valued at amortized cost which approximates market value. Contributions Contributions received, including unconditional promises to give, are recognized as revenues in the period received at their fair values. Unconditional promises to give with payments due in future periods are reported as restricted support. Gifts of land, buildings and equipment are reported as unrestricted support unless explicit donor stipulations specify how the donated assets must be used. Contributions for which donors have not stipulated restrictions, as well as contributions for which donors have stipulated restrictions but which are met within the same reporting period, are reported as unrestricted support. Interest in Trusts Held by Others The Medical Center has the irrevocable right to receive a percentage of income earned on trust assets of various perpetual and term trusts. The Medical Center does not control, nor will it receive, the assets of the trust. The Medical Center s interest in the trusts is recorded at the present value of the estimated future cash receipts from the trusts. Deferred Financing Costs Deferred financing costs are being amortized over the period the related obligations are outstanding using the interest method. (9)

12 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property and Equipment Property and equipment acquisitions are carried at cost. Depreciation is provided over the estimated useful life of each class of depreciable asset and is computed using the straightline method. Equipment under capital lease obligations is amortized on the straight-line method over the shorter period of the lease term or the estimated useful life of the equipment. Such amortization is included in depreciation in the combined financial statements. Interest cost incurred on borrowed funds during the period of construction of capital assets is capitalized as a component of the cost of acquiring those assets. Gifts of long-lived assets such as land, buildings, or equipment are recorded as unrestricted support, and are excluded from the excess of revenues over expenses, unless explicit donor stipulations specify how the donated assets must be used. Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted support. Absent explicit donor stipulations about how long those long-lived assets must be maintained, expirations of donor restrictions are reported when the donated or acquired long-lived assets are placed in service. Temporarily and Permanently Restricted Net Assets Temporarily restricted net assets are those whose use by the Medical Center has been limited by donors to a specific time period or purpose. Permanently restricted net assets have been restricted by donors to be maintained by the Medical Center or held in trust with the Medical Center as beneficiary in perpetuity. Net Patient Service Revenue The Medical Center has agreements with third-party payors that provide for payments to the Medical Center at amounts different from their established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors, and others for services rendered, including estimated retroactive adjustments under reimbursement agreements with third-party payors. Retroactive adjustments with third-party payors are accrued on an estimated basis in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Charity Care The Medical Center provides care to patients who meet certain criteria under its charity care policy without charge or at amounts less than its established rates. Because the Medical Center does not pursue collection of amounts determined to qualify as charity care, they are not included in net patient service revenue. The amount of charges forgone for services and supplies furnished under the Medical Center s charity policy aggregated approximately $7,300,000 and $6,000,000 for the years ended June 30, 2011 and 2010, respectively. (10)

13 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Excess of Support and Revenues over Expenses Excess of support and revenue over expenses includes operating expenses, interest and dividends, unless the income or loss is restricted by donor law, realized and unrealized gains and losses on investments, and the unrealized gain or loss on the interest rate swap. Changes in unrestricted net assets which are excluded from excess of support and revenues over expenses, consistent with industry practice, include permanent transfers of assets to and from affiliates for other than goods and services, contributions of long-lived assets (including assets acquired using contributions which by donor restriction were to be used for purposes of acquiring such assets). Income Taxes The Organization is exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code. Donor-Restricted Gifts Contributions received, including unconditional promises to give cash and other assets, are recognized as revenues in the period received at their fair values. Unconditional promises to give with payments due in future periods are reported as restricted support. Gifts of land, buildings, and equipment are reported as unrestricted support unless explicit donor stipulations specify how the donated assets must be used. Conditional promises to give and indications of intentions to give are reported at fair value at the date the gift is received. The gifts are reported as either temporarily or permanently restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified as unrestricted net assets and reported in the combined statement of operations as net assets released from restrictions. Fair Value Measurements Fair value measurement applies to reported balances that are required or permitted to be measured at fair value under an existing accounting standard. The Organization emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability and establishes a fair value hierarchy. The fair value hierarchy consists of three levels of inputs that may be used to measure fair value as follows: Level 1 Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Organization has the ability to access. (11)

14 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Fair Value Measurements (Continued) Level 2 Inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Fair values for these instruments are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 3 Inputs that are unobservable inputs for the asset or liability, which are typically based on an entity s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Organization also adopted the policy of valuing certain financial instruments at fair value. This accounting policy allows entities the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on an instrument-by-instrument basis. The Organization has not elected to measure any existing financial instruments at fair value, however the Organization may elect to measure newly acquired financial instruments at fair value in the future. Trading Securities: Trading securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security s credit rating, prepayment assumptions, and other factors such as credit loss assumptions. Securities valued using Level 1 inputs include those traded on an active exchange, such as the New York Stock Exchange, as well as U.S. Treasury and other U.S. government and agency mortgage-backed securities that are traded by dealers or brokers in active over-the-counter markets. Securities valued using Level 2 inputs include private collateralized mortgage obligations, municipal bonds, and corporate debt securities. The beneficial interest in trusts held by others is valued as Level 3 inputs. Subsequent Events In preparing these combined financial statements, the Organization has considered events and transactions that have occurred through October 17, 2011, the date the combined financial statements were available to be issued. (12)

15 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 2 ASSETS LIMITED AS TO USE The composition of assets limited as to use at June 30, 2011 and 2010 is set forth in the following table. Investments are stated at fair value Held by Trustee under Indenture Agreement: Cash and Short-Term Investments $ 1,287 $ 5,873 Other Investments Designated by the Board: Cash and Short-Term Investments 12,672 14,167 Cash Value of Life Insurance and Annuity Contracts 5,325,453 5,145,037 5,338,125 5,159,204 Total Assets Limited as to Use $ 5,339,412 $ 5,165,077 NOTE 3 COMPOSITION OF ACCOUNTS RECEIVABLE Accounts receivable as of June 30, 2011 and 2010 consist of the following Patient Accounts, Gross $ 40,429,482 $ 44,634,673 Less: Estimated Third-Party Contractual Adjustments (15,948,350) (20,579,000) Less: Allowance for Doubtful Accounts (5,844,200) (5,692,900) Patient Receivables, Net $ 18,636,932 $ 18,362,773 The Medical Center grants credit without collateral to its patients, most of whom are area residents and are insured under third-party payor agreements. The approximate mix of patient receivables from patients and third-party payors at June 30, 2011 and 2010 was as follows: Medicare 34 % 37 % Other Third-Party Payors Patients Medicaid Blue Cross Total 100 % 100 % (13)

16 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 4 RELATED PARTY TRANSACTIONS The Organization is affiliated with other companies and organizations through common directors and/or management. Transactions with these affiliates include payments for rent, support costs, contract services, and purchase of drugs. Total purchases for the years ended June 30, 2011 and 2010 totaled $10,006,283 and $9,089,684, respectively. Sales to affiliated companies and organizations include rents, contract services and sales of drugs and supplies. Total sales for the years ended June 30, 2011 and 2010 totaled $306,698 and $318,499, respectively. As of June 30, 2011 and 2010, other receivables from these affiliates amounted to $379,308 and $153,318, respectively. As of June 30, 2011 and 2010, accrued expenses due to these affiliates amounted to $361,863 and $502,269, respectively. Transfers to Great River Health Systems, Inc. for the years ended June 30, 2011 and 2010 totaled $8,350,000 and $4,000,000, respectively. NOTE 5 INVESTMENTS The composition of investments as of June 30, 2011 and 2010 is as follows: Mutual Funds, Federal Securities $ 3,082,238 $ 4,914,664 U.S. Treasury Bonds and Notes 25,118,363 24,676,930 U.S. Government Agency Bonds 56,359,138 52,016,247 Corporate Bonds and Notes 43,224,408 48,527,774 Marketable Equity Securities and Mutual Funds 102,425,217 80,460,755 Investments Loaned to Broker 1,405,648 1,897,279 Investments, Equity Method 1,011, ,250 Total $ 232,626,112 $ 213,376,899 The composition of investment income for the years ended June 30, 2011 and 2010 are as follows: Support and Revenue: Interest and Dividend Income $ 7,797,984 $ 6,597,236 Realized Gains (Losses) 993,938 (3,075,316) Unrealized Gains 22,417,233 21,468,320 Investment Income $ 31,209,155 $ 24,990,240 (14)

17 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 6 PROPERTY AND EQUIPMENT A summary of the property and equipment as of June 30, 2011 and 2010 is as follows: Land and Land Improvements $ 14,494,155 $ 14,542,910 Buildings 96,648,800 96,618,276 Equipment 144,792, ,228, ,935, ,390,068 Less: Accumulated Depreciation (133,286,335) (121,525,590) 122,648, ,864,478 Construction in Progress 5,187, ,598 Total $ 127,836,228 $ 130,314,076 Construction in progress at June 30, 2011 consists of a phone system upgrade, a new carpet project, remodeling in the Emergency Department area and a new Klein Building project. The phone system upgrade, new carpet project and remodeling in the Emergency Department area are all expected to be completed in early fiscal 2012 with estimated costs of approximately $1.4 million, $400 thousand and $1.8 million, respectively. The new Klein Building is estimated to be completed in June 2013 with a total cost of approximately $31 million. The projects are being financed through internal funds. NOTE 7 LONG-TERM DEBT A summary of long-term debt obligations at June 30, 2011 and 2010 follows: Description Great River Medical Center 2008 Variable Rate Demand Health Facilities Revenue Bonds, (interest rate of 0.10% as of June 30, 2011) principal maturing in varying annual amounts, due June 1, 2027, collateralized by a pledge of the Medical Center's unrestricted receivables $ 33,255,000 $ 34,655, Healthcare Revenue Bonds, with a combined effective interest rate of 4.4%, principal maturing in varying annual amounts, due May 15, 2031, collateralized by a pledge of the Medical Center's unrestricted receivables 29,480,000 30,075,000 Less: Unamortized Bond Discount (419,727) (448,627) Total 62,315,273 64,281,373 Less: Current Portion (2,145,000) (1,995,000) Long-Term Debt $ 60,170,273 $ 62,286,373 (15)

18 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 7 LONG-TERM DEBT (CONTINUED) 2001 Healthcare Revenue Bonds Great River Medical Center and GRMC Foundation form an obligated group related to the 2001 Healthcare Revenue Bonds. Proceeds from the bond issue were used to finance the construction of a new facility for Great River Medical Center. The bonds are scheduled to mature in varying amounts through The revenue bond indenture places certain limits on the incurrence of additional borrowings and requires that the obligated group satisfy certain measures of financial performance. Under the terms of the 2001 revenue bond indenture, the obligated group is required to maintain certain deposits with a trustee. Such deposits are included with assets limited as to use Variable Rate Demand Health Facilities Revenue Bonds Great River Medical Center, GRMC Foundation and Great River Foundation form an obligated group related to the 2008 Variable Rate Demand Health Facilities Revenue Bonds. The bonds are Variable Rate Demand Health Facilities Revenue Bonds trading in the Daily Mode. They are scheduled to mature in varying amounts through The revenue bond indenture places certain limits on the incurrence of additional borrowings and requires that the obligated group satisfy certain measures of financial performance. Under the terms of the 2008 revenue bond indenture, the obligated group is required to maintain certain deposits with a trustee. Such deposits are included with assets limited as to use. On August 5, 2010, the Medical Center entered into an irrevocable direct-pay letter of credit by JPMorgan Chase Bank. The bonds are payable under this irrevocable direct-pay letter of credit. This letter of credit expires August 5, 2013 and in the event the letter of credit is not renewed or replaced, and the bonds fail to remarket, the bonds become payable on that date. Thus the 2008 bonds are being treated as if they become due in fiscal year 2014 which is presented in the five-year schedule of maturities under Letter of Credit. Scheduled principal repayments on long-term debt are as follows: Long-Term Debt Under Terms of: Master Trust Year Ending June 30, Letter of Credit Indenture 2012 $ 2,145,000 $ 2,145, ,200,000 2,200, ,925,000 2,265, ,000 2,335, ,000 2,410,000 Thereafter 26,135,000 51,380,000 Total $ 62,735,000 $ 62,735,000 (16)

19 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 7 LONG-TERM DEBT (CONTINUED) Interest Rate Swap The Medical Center previously entered into an ISDA Master Agreement, a Supplement to the Master Agreement, a Confirmation with a major financial institution (Counterparty), and a Replacement Swap Undertaking, the Counterparty, and the Replacement Swap Counterparty. Pursuant to the terms of the Swap Agreement, the Medical Center will pay the Counterparty interest at a fixed rate at 3.61%. The Counterparty will pay the Medical Center interest at a variable rate equal to 70% of 1-month LIBOR. The termination date of the Swap Agreement is May 12, 2027, unless terminated earlier as provided in the Agreement. At June 30, 2011 and 2010, the variable interest rate was % and % and the fixed interest rate was 3.61%, respectively. As of June 30, 2011 and 2010 the notional amount of the swap agreement was $33,255,000 and $34,655,000 and the fair value of the swap agreement was a liability of approximately $3,700,000 and $4,400,000, respectively. NOTE 8 RESTRICTED NET ASSETS The investment income from the Klein Trust assets is provided to support the operations of the building facilities owned by the Klein Trust. The Medical Center operates the Klein Trust building facilities as a long term care nursing facility. The Klein Trust and the Medical Center have an operating agreement wherein the Medical Center will receive the investment income of the Klein Trust in support of the operations of the building facilities discussed above. The agreement expires February 2, Temporarily restricted net assets as of June 30, 2011 and 2010 are restricted to: Beneficial Interest in Trusts Held by Others, Klein Trust $ 3,044,271 $ 2,750,836 Donations Available for Purchases of Equipment and Hospice Operations 158, ,393 Total $ 3,202,523 $ 2,904,229 Permanently restricted net assets as of June 30, 2011 and 2010 are restricted to: Investments to be Held in Perpetuity, Income which is Expendable to Upkeep Rooms $ 12,000 $ 12,000 Investments to be Held in Perpetuity, Income Unrestricted 7,371 7,371 Interest in Perpetual Trusts Held by Others, Income Unrestricted 1,225,853 1,080,507 Total $ 1,245,224 $ 1,099,878 (17)

20 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 9 DEFERRED COMPENSATION The Medical Center has entered into deferred compensation agreements with certain employees. All funds of the deferred compensation account are subject to the Medical Center s ownership until such time as the funds are distributed in accordance with the agreements. The Medical Center is funding the deferred portion primarily by purchasing life insurance and annuity contracts through various insurance companies. The contributions are withheld from participating employees compensation and remitted to a financial institution, who manages the assets and related investments in the contracts. The assets, which are classified as Assets Limited as to Use totaled $1,097,741 and $1,106,783 as of June 30, 2011 and 2010, respectively. The liabilities, which are classified as Deferred Compensation totaled $1,097,741 and $1,106,782 as of June 30, 2011 and 2010, respectively. NOTE 10 SELF INSURED EMPLOYEE HEALTH BENEFITS The Medical Center partially self-insures its employee health benefits with employees paying a portion of the claims. The Medical Center has purchased a stop-loss policy, which pays claims in excess of $175,000 per claimant with a $100,000 aggregating deductible. A reserve for claims incurred but not reported is estimated based on historical experience and included as a claim liability. The estimated claim liability included in Accrued Expenses and Other Liabilities on the combined balance sheet was approximately $1,500,000 and $1,200,000 as of June 30, 2011 and 2010, respectively. Total expenses under the plan were approximately $11,300,000 and $9,200,000 for the years ended June 30, 2011 and 2010, respectively. NOTE 11 PENSION PLAN The Medical Center has a tax sheltered annuity plan covering all employees who have completed at least one full year of continuous service of at least 520 hours per year and are at least 21 years old. The Medical Center contributes to an insurance company an amount equal to 4% of the annual compensation of the employees who are members of the plan. The Medical Center will also match 50% of employee voluntary contributions, up to 2% of employee s gross wages. The assets and liabilities of the plan are not included on the combined balance sheets. Contributions to the plan totaled approximately $2,800,000 and $2,700,000 for the years ended June 30, 2011 and 2010, respectively. (18)

21 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 12 NET PATIENT SERVICE REVENUE The Medical Center has agreements with third-party payors that provide for payments to the Medical Center at amounts different from its established rates. A summary of the payment arrangements with major third-party payors follows: Medicare The Medical Center is paid for inpatient acute care services rendered to Medicare program beneficiaries under prospectively determined rates per discharge. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors. The prospectively determined classification of patients and the appropriateness of the patients admissions are subject to validation reviews by a Medicare peer review organization which is under contract with the Medical Center to perform such reviews. Most outpatient services are paid to Medicare program beneficiaries under an outpatient prospective payment system, with predetermined rates based on a patient classification system that is based on clinical diagnostic and other factors. Outpatient services subject to the outpatient prospective payment system are not subject to cost report settlement. The Medical Center s Medicare cost reports have been audited and finalized by the Medicare fiscal intermediary through June 30, Revenue from the Medicare and Medicaid programs accounted for approximately 37% and 12%, respectively, of the Medical Center s net patient revenue for the year ended 2011, and 37% and 9%, respectively, of the Medical Center s net patient revenue, for the year ended Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. Net patient service revenues increased in the years ended June 30, 2011 and 2010, respectively by approximately $0 and $70,000 due to removal of allowances previously estimated that are no longer necessary as a result of final settlements and years that are no longer subject to audits, reviews, and investigations. Medicaid Inpatient acute care services rendered under the Medicaid program are also paid at prospectively determined rates per discharge. These rates vary according to a patient classification system that is based on clinical, diagnostic, and other factors. Outpatient services rendered to Medicaid program beneficiaries are reimbursed primarily under a prospective payment category of service. The Medical Center s Medicaid cost reports have been audited by the Medicaid intermediary through June 30, (19)

22 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 12 NET PATIENT SERVICE REVENUE (CONTINUED) Medicaid (Continued) In June 2011, the Secretary of U.S. Department of Health and Human Services approved the inpatient and outpatient sections of an amendment to the Iowa State Medicaid Plan that establishes a provider assessment program retroactive to July 1, This program assesses a fee of no more than 1.26% on the net patient service revenue of not for profit hospitals and allocates the proceeds to supplement Medicaid payments. The federal government matches the assessment amount at a rate of approximately 3 to 1 and these amounts are allocated to not for profit hospitals in Iowa based on each hospital s share of the total of these hospitals Medicaid discharges and outpatient Medicaid payments. Based on this status as a not for profit hospital, the Medical Center participates in this program and records the assessed fees and the supplemental payments as expenses and net patient service revenues in the period incurred or earned, respectively. Amounts recorded for expected assessment payments and receipts under this program for the year ended June 30, 2011 was approximately $1,353,000 and $1,959,000, respectively. Blue Cross The Medical Center is reimbursed at prospectively determined rates, which are not subject to retroactive adjustment. Other The Medical Center also has entered into payment agreements with certain commercial insurance carriers, health maintenance organizations and preferred provider organizations. The basis for payments to the Medical Center under these agreements includes various discounts from established rates. Receivables or payables related to estimated settlements on various contracts that the Medical Center participates in are included in accrued expenses for the amounts of $2,830,000 and $3,130,000 as of June 30, 2011 and 2010, respectively. A summary of net patient service revenues is as follows: Gross Patient Service Revenue $ 329,586,107 $ 332,021,793 Less: Discounts, Allowances and Estimated Contractual Adjustments under Third-Party Reimbursement Programs (171,309,664) (174,866,522) Total $ 158,276,443 $ 157,155,271 (20)

23 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 13 FUNCTIONAL EXPENSES The Organization provides general health care services and/or financial support for those services to residents within its geographic region. Expenses related to providing these services for the years ended June 30, 2011 and 2010 are as follows: Health Care Services $ 120,605,072 $ 119,961,473 General and Administrative 35,834,862 32,958,178 Total $ 156,439,934 $ 152,919,651 NOTE 14 FAIR VALUE OF FINANCIAL INSTRUMENTS The Organization uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. For additional information on how the Organization measures fair value refer to Note 1 Summary of Significant Accounting Policies. The following tables presents the fair value hierarchy for the balances of the assets and liabilities of the Organization measured at fair value on a recurring basis as of June 30, 2011 and 2010: 2011 Level 1 Level 2 Level 3 Total Assets Investments: Mutual Funds, Federal Securities $ 3,082,238 $ - $ - $ 3,082,238 US Treasury Bonds & Notes - 25,118,363-25,118,363 Us Gov't Agency Bonds - 56,359,138-56,359,138 Corporate Bonds & Notes - 43,224,408-43,224,408 Marketable Equity Securities 103,830, ,830, ,913, ,701, ,615,012 Assets Limited as to Use: Cash Value of Life Insurance and Annuity Contracts: Money Market 35, ,362 Mutual Funds 1,052, ,052,710 Corporate Bonds & Notes 1,969, ,582-2,475,603 Marketable Equity Securities 45, , ,133 Other - 1,468,644-1,468,644 3,102,125 2,223,327-5,325,452 Beneficial Interest in Trusts Held by Others - - 4,270,124 4,270,124 Total Assets $ 110,015,228 $ 126,925,236 $ 4,270,124 $ 241,210,588 Liabilities Fair Value of Interest Rate Swap $ - $ 3,669,547 $ - $ 3,669,547 (21)

24 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 14 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) 2010 Level 1 Level 2 Level 3 Total Assets Investments: Mutual Funds, Federal Securities $ 4,914,664 $ - $ - $ 4,914,664 US Treasury Bonds & Notes - 24,676,930-24,676,930 US Gov't Agency Bonds - 52,016,247-52,016,247 Corporate Bonds & Notes - 48,527,774-48,527,774 Marketable Equity Securities 81,919, ,926-82,358,034 86,833, ,659, ,493,649 Assets Limited as to Use: Cash Value of Life Insurance and Annuity Contracts: Money Market 73, ,566 Mutual Funds 1,069, ,069,182 Corporate Bonds & Notes 1,834, ,693-2,364,886 Marketable Equity Securities 37, , ,780 Other - 1,387,623-1,387,623 3,014,542 2,130,495-5,145,037 Beneficial Interest in Trusts Held by Others - - 3,831,343 3,831,343 Total Assets $ 89,848,314 $ 127,790,372 $ 3,831,343 $ 221,470,029 Liabilities Fair Value of Interest Rate Swap $ - $ 4,419,139 $ - $ 4,419,139 The following table provides a summary of changes to fair value of the Organization s Level 3 financial assets for the year ended June 30, 2011 and 2010: 2011 Trusts Beginning Balance $ 3,831,343 Change in Value of Beneficial Interest in Trusts Held by Others 1,096,820 Distributions Used for Klein Operations (658,039) Ending Balance $ 4,270, Trusts Beginning Balance $ 3,901,655 Change in Value of Beneficial Interest in Trusts Held by Others 272,681 Distributions Used for Klein Operations (342,993) Ending Balance $ 3,831,343 Quoted market prices are available and used for exchange-traded derivatives, such as certain interest rate futures and option contracts; such derivatives are classified as using Level 1 inputs. However, substantially all of our derivatives are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, fair values are determined using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities, and, accordingly, are classified as using Level 2 inputs. (22)

25 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 14 FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED) The estimated fair values of financial instruments have been derived, in part, by management's assumptions, the estimated amount and timing of future cash flows, and estimated discount rates. Different assumptions could significantly affect these estimated fair values. Accordingly, the net realizable value could be materially different from the estimates presented below. In addition, the estimates are only indicative of the value of individual financial instruments and should not be considered an indication of the fair value of the Organization. The following disclosures represent financial instruments in which the ending balances at June 30, are not carried at fair value in their entirety on the balance sheet Carrying Value Fair Value Carrying Value Fair Value 2001 Healthcare Revenue Bonds $ 29,480,000 $ 29,492,000 $ 30,075,000 $ 30,223, Variable Rate Demand Health Facilities Revenue Bonds 33,255,000 33,255,000 34,655,000 34,655,000 Total $ 62,735,000 $ 62,747,000 $ 64,730,000 $ 64,878,000 The fair values of the healthcare revenue bonds and variable rate demand health facilities revenue bonds are calculated based on the estimated trade values as of June 30, 2011 and The value is estimated using the rates currently offered for like debt instruments with similar remaining maturities. NOTE 15 PROFESSIONAL AND GENERAL LIABILITY PROGRAM The Medical Center insures its professional and general liability on a claims-made basis through a commercial insurer. Coverage limits are $1,000,000 per claim and $3,000,000 in the aggregate. There is a $50,000 deductible on all claims. The Medical Center has a $550,000 and $500,000 payable as of June 30, 2011 and 2010, respectively to cover deductibles on claims. The amounts expensed for this policy were $407,705 and $577,717 for the years ended June 30, 2011 and 2010, respectively. Umbrella excess liability coverage is in force. Coverage limits are $50,000,000 for each claim with an aggregate limit of $50,000,000. NOTE 16 COMMITMENTS AND CONTINGENCIES The Medical Center is involved in litigation arising in the normal course of business. After consultation with legal counsel, management estimates that these matters will be resolved without material adverse effect on the Medical Center s future financial position or results of operations. (23)

26 NOTES TO COMBINED FINANCIAL STATEMENTS NOTE 16 COMMITMENTS AND CONTINGENCIES (CONTINUED) The health care industry is subject to numerous laws and regulations of federal, state and local governments. Compliance with such laws and regulations can be subject to future government review and interpretations, as well as regulatory actions unknown or unasserted at this time. These laws and regulations include, but are not limited to, accreditation, licensure, government health care program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by health care providers. Violations of these laws and regulations could result in exclusion from government health care program participation, together with the imposition of significant fines and penalties, as well as significant repayment for past reimbursement for patient services received. While the Medical Center may become subject to similar regulatory review, management believes that the outcome of such regulatory review will not have a material adverse effect on the Medical Center s financial statements. (24)

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