Muhlenberg Regional Medical Center, Inc.

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1 Muhlenberg Regional Medical Center, Inc. Financial Statements

2 Table of Contents Page Independent Auditors Report 1 Financial Statements Balance Sheet 2 Statement of Operations 3 Statement of Changes in Net Deficit 4 Statement of Cash Flows 5 6

3 Independent Auditors Report Board of Directors Muhlenberg Regional Medical Center, Inc. We have audited the accompanying consolidated balance sheet of Muhlenberg Regional Medical Center, Inc. ( MRMC ) as of, and the related consolidated statements of operations, changes in net deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of MRMC's management. Our responsibility is to express an opinion on these consolidated 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Muhlenberg Regional Medical Center, Inc. as of December 31, 2010 and 2009, and the results of its operations, changes in net deficit, and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Clark, New Jersey April 27,

4 Balance Sheet Assets Liabilities And Net Deficit Current Assets Current Liabilities Cash and cash equivalents $ 1,441,971 $ 372,325 Accounts payable $ 654,299 $ 896,356 Investments 283, ,472 Accrued expenses 851,097 1,182,535 Accounts receivable, patients (net of estimated Estimated third-party payor settlements 2,918,059 1,940,730 allowance for doubtful collections of $382,000 Other current liabilities - 404,429 in 2010 and $499,000 in 2009) 727,584 1,225,212 Accrued postretirement benefits 130, ,000 Prepaid expenses and other current assets 82, ,341 Due to affiliates - 7,410 Due from affiliates 539, ,996 Total current liabilities 4,553,611 4,621,460 Total current assets 3,075,555 2,192,346 Long-Term Debt 17,275,000 17,275,000 Assets Whose Use is Limited 1,886,177 1,760,888 Estimated Third-Party Payor Settlements 4,476,293 5,242,201 Beneficial Interest in Net Assets of Muhlenberg Foundation, Inc. 9,665,802 9,567,922 Accrued Pension Cost 15,569,070 13,910,232 Property and Equipment, Net 15,259,120 17,000,702 Accrued Postretirement Benefits 1,382,080 1,318,323 Property and Equipment Held For Sale, Net 3,930,481 3,923,118 Deferred Compensation 110, ,876 Deferred Financing Costs, Net 423, ,967 Due to Affiliates 44,865,441 45,146,097 Due from Affiliates 61,007 74,525 Total liabilities 88,231,746 87,620,189 Other Assets 258,018 - Net Deficit: Unrestricted (64,909,000) (63,737,430) Beneficial Interest in Perpetual Trusts 2,351,775 2,205,965 Temporarily restricted 6,045,896 6,039,275 Permanently restricted 7,543,255 7,259,399 Total net deficit (51,319,849) (50,438,756) Total assets $ 36,911,897 $ 37,181,433 Total liabilites and net deficit $ 36,911,897 $ 37,181,433 See notes to financial statements 2

5 Statement of Operations Years Ended Unrestricted Revenues, Gains, and Other Support Net patient service revenues $ 6,725,960 $ 7,157,616 Other revenues 3,045,832 3,828,689 Net assets released from restrictions for use in operations 77,153 59,200 Total unrestricted revenues, gains, and other support 9,848,945 11,045,505 Expenses Salaries and wages 6,385,825 6,524,331 Employee benefits 1,445,144 1,125,142 Supplies and expenses 2,904,901 3,295,665 Provision for doubtful collections 21,440 42,194 Depreciation and amortization 590, ,076 Interest 933, ,992 Total expenses 12,280,807 12,754,400 Operating loss (2,431,862) (1,708,895) Provision for Doubtful Collections on Related Party Receivables - (1,681,941) Pension Settlement and Curtailment Changes - (166,131) Loss on Early Extinguishment of Debt - (1,511,670) Investment Income 110,281 49,955 Gain on Sale of Home Health Department 4,619,185 - Change in Net Unrealized Gains on Trading Securities 43, ,905 Revenues in excess of (less than) expenses 2,341,287 (4,780,777) Pension/postretirement Liability Adjustment (2,984,908) 489,836 Transfer from Affiliates - 1,938,299 Net Assets Released from Restrictions for Capital Purchases 58, ,136 Increase in Unrestricted Net Deficit from Continuing Operations (584,753) (2,221,506) (Loss) Gain from Discontinued Operations (586,817) 4,629,041 (Increase) decrease in unrestricted net deficit $ (1,171,570) $ 2,407,535 See notes to financial statements 3

6 Statement of Changes in Net Deficit Years Ended Unrestricted Net Deficits Revenues in excess of (less than) expenses $ 2,341,287 $ (4,780,777) Pension/postretirement liability adjustment (2,984,908) 489,836 Transfer from affiliates - 1,938,299 Net assets released from restrictions for capital purchases 58, ,136 Increase in unrestricted net deficit from continuing operations (584,753) (2,221,506) (Loss) gain from discontinued operations (586,817) 4,629,041 (Increase) decrease in unrestricted net deficit (1,171,570) 2,407,535 Temporarily Restricted Net Assets Change in beneficial interest in net assets of Muhlenberg Foundation, Inc. (40,166) 352,974 Transfers from affiliates 136, ,336 Investment income 46,787 38,931 Net assets released from restrictions for use in operations (77,153) (59,200) Net assets released from restrictions for capital purchases (58,868) (131,136) Increase in temporarily restricted net assets 6, ,905 Permanently Restricted Net Assets Change in beneficial interest in net assets of Muhlenberg Foundation, Inc. 138, ,801 Change in valuation of beneficial interest in perpetual trusts 145, ,640 Increase in permanently restricted net assets 283, ,441 (Increase) decrease in net deficit (881,093) 3,347,881 Net Deficit, Beginning (50,438,756) (53,786,637) Net Deficit, Ending $ (51,319,849) $ (50,438,756) See notes to financial statements 4

7 Statement of Cash Flows Years Ended Cash Flows from Operating Activities (Increase) decrease in net deficit $ (881,093) $ 3,347,881 Adjustments to reconcile (increase) decrease in net deficit to net cash (used in) provided by operating activities: Depreciation 558, ,713 Amortization 32,005 82,363 Gain on sale of Home Health Department (4,619,185) - Loss (recoveries) on impairment 1,040,873 (1,547,438) Transfer of property and equipment to affiliate - 122,711 Transfers from affiliates (136,021) (2,128,635) Change in valuation of beneficial interest in perpetual trusts (145,810) (330,640) Net realized and unrealized gains (69,133) (201,326) Recoveries of doubtful collections (539,278) (326,821) Provision for doubtful collections on related party receivables - 1,681,941 Loss on extinguishment of debt - 1,511,670 Pension/postretirement liability adjustment 2,984,908 (6,213,197) Changes in assets and liabilities: Accounts receivable, patients 1,036, ,007 Inventories of drugs and supplies - 200,000 Prepaid expenses and other current assets 53,421 1,929,130 Due from/to affiliates (636,104) 7,904,663 Accounts payable (242,057) (1,403,742) Accrued expenses (331,438) (6,221,117) Estimated third-party payor settlements 211, Other current liabilities (404,429) (1,595,192) Accrued pension cost (1,326,070) 3,589,580 Accrued postretirement benefits 3,913 (1,221,412) Deferred compensation 3,375 3,784 Net cash (used in) provided by operating activities (3,405,310) 774,828 Cash Flows from Investing Activities Purchases of property and equipment (143,038) (329,658) (Increase) decrease in investments and assets whose use is limited (59,212) 1,119,529 Net proceeds from sale of Home Health Department 4,639,065 - Change in beneficial interest in net assets of Muhlenberg Foundation, Inc. (97,880) (570,775) Net cash provided by investing activities 4,338, ,096 Cash Flows from Financing Activities Repayment of long-term debt - (17,275,000) Proceeds from issuance of long-term debt - 16,266,988 Payment of deferred financing costs - (489,332) Transfers from affiliates 136, ,336 Net cash provided by (used in) financing activities 136,021 (1,307,008) Increase (decrease) in cash and cash equivalents 1,069,646 (313,084) Cash and Cash Equivalents, Beginning 372, ,409 Cash and Cash Equivalents, Ending $ 1,441,971 $ 372,325 Supplemental Disclosure of Cash Flow Information Interest paid $ 933,006 $ 1,405,790 Transfer of property and equipment to Home Health Joint Venture $ 258,018 $ - Transfer from affiliates in the form of forgiveness of related liabilities $ - $ 1,938,299 See notes to financial statements 5

8 1. Organizational Structure and Nature of Operations Muhlenberg Regional Medical Center, Inc. ( MRMC ) is a not-for-profit, controlled entity of Solaris Health System, Inc. ( Solaris ). MRMC was a 355-bed acute care medical center located in Plainfield, New Jersey. MRMC was established and is operated for the promotion of health. On February 21, 2008, the Solaris Board of Directors voted to immediately authorize the filing of a certificate of need ( CON ) application to close MRMC. The CON application was approved on July 29, 2008 and MRMC was closed on August 13, See Note 20. In August 2008, the acute hospital at MRMC was closed and only the School of Nursing and School of Radiology and a few small outpatient services remained opened under MRMC through December 31, The Emergency Room operation was transferred to The Community Hospital Group, Inc. d/b/a JFK Medical Center during 2008, and then the School of Nursing and School of Radiology were transferred to The Community Hospital Group, Inc. d/b/a JFK Medical Center during As of, only the Home Health Department remained operating under MRMC. On December 31, 2010 MRMC formed a joint venture with Meridian Healthcare to establish the new organization, JFK Meridian Home Care Services LLC dba JFK at Home. JFK at Home is a Home Health Care provider. The operations of Muhlenberg s Home Care Department ceased as of that date. In connection with the formation of the joint venture, MRMC transferred property and equipment at its carrying value of approximately $258,000 to the joint venture for 50% ownership in the joint venture for $5,000,000, and a gain on sale of the Home Care business of $4,619,185, net of closing costs, was recorded in the consolidated statement of operations as of December 31, The investment in the joint venture is accounted for on the equity method of accounting and included in other assets on the consolidated balance sheet. During 2007, the Muhlenberg Foundation, Inc. (the Foundation ) transferred to MRMC a pledge which included the Midtown Shops property ( the property ). Once MRMC closed on the property, Midtown Shops became a wholly-owned MRMC subsidiary. See Note 21 for description of the pending sale of the Midtown Shops. Other controlled entities of Solaris include: The Community Hospital Group, Inc. d/b/a JFK Medical Center ( JFK Medical Center ); John F. Kennedy Medical Center Foundation, Inc.; Muhlenberg Foundation, Inc. (the Foundation ); LIFEstyle Institute, Inc.; JFK Healthshare, Inc.; Hartwyck at JFK, Inc.; Hartwyck West Nursing Home, Inc. and affiliates; Hartwyck at Oak Tree, Inc.( Oak Tree ); and Atlantic Insurance Exchange, Ltd., a wholly-owned insurance company. Basis of Reporting The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of MRMC as a going concern. In August 2008, the acute hospital at MRMC was closed and through December 31, 2009 all operations were transferred to JFK Medical Center except for the Home Health Department. As shown in the accompanying consolidated financial statements, during 2010 MRMC s revenues in excess of (less than) expenses were approximately $2,341,000, due to the gain on sale of the Home Health department. Its working capital deficiency was approximately $1,478,000 at December 31, As of December 31, 2010, MRMC had over $17 million owed in longterm debt and $45 million owed to affiliates with only $3.6 million in cash, investments, and assets whose use is limited. Solaris has committed to funding all obligations and cash flow requirements of MRMC. Solaris has also retained a consultant to assess the organization and operations and develop a strategic plan for Solaris. 6

9 1. Organizational Structure and Nature of Operations (Continued) In July 2009, Solaris issued $152,925,000 to the obligated group including JFK Medical Center, MRMC and Oak Tree, Series 2009 A-1 Bonds ( Series of 2009 A-1 Bonds ) under the State of New Jersey Hospital Asset Transformation Program ( HATP ) which refinanced the MRMC bonds. The Series 2009 A-1 Bonds were issued in connection to the termination of then acute care services at MRMC and to provide funds for various capacity expansion and capital improvement projects for Solaris in connection with the MRMC acute hospital closing. Principal payments are not due until October 1, On April 1, 2009, the Solaris Board of Directors approved an amendment to freeze the Solaris Health System Cash Balance Retirement Plan effective May 3, No additional employees will be eligible to become a participant of the Plan after that date. Service credits of participants were also frozen as of May 3, 2009, but participants of the Plan will continue to earn interest credits. During 2011, MRMC approved phasing out the medical post-retirement benefits. Solaris will provide the opportunity for MRMC to continue its remaining operations as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if MRMC is unable to continue as a going concern. Subsequent Events MRMC evaluated subsequent events for recognition or disclosure through April 27, 2011, the date the financial statements were issued. 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of MRMC and its wholly-owned subsidiary Midtown Shops. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Cash and Cash Equivalents Cash and cash equivalents include certain investments in highly liquid debt investments purchased with an original maturity of three months or less, excluding investments and assets whose use is limited. 7

10 2. Summary of Significant Accounting Policies (Continued) Accounts Receivable, Patients Accounts receivable, patients are reported at net realizable value. Accounts are written off when they are determined to be uncollectible based upon management s assessment of individual accounts. The allowance for doubtful collections is estimated based upon a periodic review of the accounts receivable aging, payor classifications and application of historical write-off percentages. Investments and Investment Risk Investments in equity securities with readily determinable fair values and all investments in debt securities and mutual funds are measured at fair value in the consolidated balance sheet. Cash and cash equivalents are carried at cost which approximates fair value. Investment income or loss (including realized gains and losses on investments, interest and dividends and unrealized gains and losses on trading securities) is included in the determination of revenues in excess of (less than) expenses unless the income or loss is restricted by donor or law. Unrealized gains and losses on investments are excluded from the determination of revenues in excess of (less than) expenses unless the investments are trading securities. Donor-restricted investment income is reported as an increase in temporarily restricted net assets. MRMC s investments are comprised of a variety of financial instruments and are managed by investment advisors. The fair values reported in the consolidated balance sheet are subject to various risks including changes in the equity markets, the interest rate environment, and general economic conditions. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the fair value of investment securities, it is reasonably possible that the amounts reported in the accompanying consolidated financial statements could change materially in the near term. Assets Whose use is Limited Assets whose use is limited include assets set aside under deferred compensation plans and assets restricted by donor. Amounts available to meet current liabilities have been reclassified as current assets in the accompanying consolidated balance sheet. Assets whose use is limited consist of cash and cash equivalents, mutual funds, marketable equity securities and corporate bonds and are carried at fair value. Beneficial Interest in Net Assets of Muhlenberg Foundation, Inc. MRMC and the Foundation are financially interrelated organizations. MRMC recognizes its rights to the assets held by the Foundation as beneficial interest in net assets of Muhlenberg Foundation, Inc. in the accompanying consolidated balance sheet unless the Foundation has been granted variance power. MRMC adjusts that interest for its share of the change in the net assets of the Foundation as a change in temporarily or permanently restricted net assets, depending upon type of donor restriction, in the accompanying consolidated statement of changes in net assets. Amounts will be distributed to MRMC when donor restrictions are met. 8

11 2. Summary of Significant Accounting Policies (Continued) Beneficial Interest in Perpetual Trusts MRMC has received as contributions various split-interest agreements, including perpetual trusts. Under the perpetual trust arrangements, MRMC has recorded the asset and has recognized permanently restricted contribution revenue at the fair value of MRMC s beneficial interest in the trust assets. Income earned on the trust assets and distributed to MRMC is recorded as investment income in the accompanying statement of operations, unless otherwise restricted by the donor. Subsequent changes in fair values are recorded as change in valuation of beneficial interest in perpetual trusts in permanently restricted net assets. Pursuant to the terms of the instruments creating such perpetual trusts, MRMC and Muhlenberg Foundation have no legal right to direct the application of the assets and even though these assets are reported in the accompanying consolidated balance sheet, they are subject to the jurisdiction of the court. With the closure of MRMC s hospital the perpetual trusts are all being reviewed, however, the possible future financial effects, if any, are not presently determinable. Property and Equipment Property and equipment acquisitions are recorded at cost. Donated property and equipment are recorded at fair market value at the date of receipt. Depreciation is computed using the straight-line method based on estimated useful lives. Gifts of long-lived assets such as land, buildings, or equipment are reported as unrestricted support 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. Deferred Financing Costs Deferred financing costs incurred in connection with the issuance of long-term debt have been deferred and are being amortized over the term of the debt using an effective interest method. Amortization amounted to $32,005 in 2010 and $82,363 in Deferred Revenue At December 31, 2009, MRMC had deferred revenue in the amount of $404,429 which solely consisted of Home Care Services. At December 31, 2009, deferred revenue was recorded in other current liabilities on the consolidated balance sheet. There was no deferred revenue recorded as of December 31, 2010 with the sale of the Home Care Services to the Joint Venture. The School of Nursing and Medical Imaging and Therapeutic Sciences programs were transferred to JFK Medical Center in

12 2. Summary of Significant Accounting Policies (Continued) Revenues in Excess of (Less Than) Expenses The consolidated statement of operations includes the determination of revenues in excess of (less than) expenses. Changes in unrestricted net assets which are excluded from the determination of revenues in excess of (less than) expenses, consistent with industry practice, include, pension liability adjustment, permanent transfers of assets to and from subsidiaries for other than goods and services, loss from discontinued operations and contributions of long-lived assets (including assets acquired using contributions which by donor restriction were to be used for the purposes of acquiring such assets). Net Patient Service Revenues MRMC had agreements with third-party payors that provide for payments at amounts different from its established rates. Payment arrangements include prospectively determined rates per discharge, reimbursed costs, discounted charges, and per diem payments. Net patient service revenues are 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 are accrued on an estimated basis in the period the related services are rendered and adjusted in future periods as tentative and final settlements are determined. It is reasonably possible that the estimates used could change in the near term. Charity Care MRMC provides care to patients who meet certain criteria without charge or at amounts less than its established rates. Because MRMC does not pursue collection of amounts determined to qualify as charity care, such amounts are not reported as revenues. Donor-Restricted Gifts Unconditional promises to give cash and other assets are reported at fair value at the date the promise is received. 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 consolidated statement of operations as net assets released from restrictions. Donor restricted contributions whose restrictions are met within the same year as received are reflected as unrestricted contributions in the accompanying consolidated financial statements. Income Taxes MRMC is a not-for-profit corporation as described in Section 501(c)(3) of the Internal Revenue Code and is exempt from federal income taxes on its exempt income under Section 501(a) of the Code. 10

13 2. Summary of Significant Accounting Policies (Continued) MRMC accounts for uncertainty in income taxes by prescribing a recognition threshold of more-likely-than-not to be sustained upon examination by the appropriate taxing authority. Measurement of the tax uncertainty occurs if the recognition threshold has been met. There were no tax uncertainties that met the recognition threshold in 2010 or MRMC s policy is to recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. MRMC s federal Tax Exempt Organization Business Income Tax Returns for years ended December 31, 2009, 2008, and 2007 remain subject to examination by the IRS. Estimated Malpractice Costs The provision for estimated medical malpractice claims includes estimates of the ultimate costs for both reported claims and claims incurred but not reported. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents approximate fair value at December 31, 2010 and Investments and assets whose use is limited are stated at fair value, which are the amounts reported in the consolidated balance sheet, based on quoted market prices, if available, or estimated using quoted market prices of similar securities. Beneficial interest in net assets of Muhlenberg Foundation, Inc. and beneficial interest in perpetual trust are valued using discounted cash flow methodologies. Long-term debt fair value is calculated based on quoted market prices, if available, or estimated using quoted market prices of similar securities. Carrying Amount Carrying Fair Value Amount Fair Value Cash and short-term investments $ 1,441,971 $ 1,441,971 $ 372,325 $ 372,325 Investments 283, , , ,472 Assets limited as to use 1,886,177 1,886,177 1,760,888 1,760,888 Beneficial interest in net assets of Muhlenberg Foundation, Inc. 9,665,802 9,665,802 9,567,922 9,567,922 Beneficial interest in perpetual trusts 2,351,775 2,351,775 2,205,965 2,205,965 Long-term debt 17,275,000 18,113,969 17,275,000 17,967,332 11

14 2. Summary of Significant Accounting Policies (Continued) Postretirement Benefits MRMC accounts for postretirement benefits on an accrual basis. Postretirement benefits include reimbursement to qualified retirees for a portion of their health and life insurance costs. Temporarily and Permanently Restricted Net Assets Temporarily restricted net assets are those whose use by MRMC 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 MRMC in perpetuity. Reclassification Certain 2009 amounts have been reclassed to conform to the 2010 presentation. New Accounting Pronouncements Charity Care MRMC will be required to adopt amended guidance related to health care entities which requires that direct and indirect costs be used as the measurement for charity care disclosure purposes. The guidance was also amended to require disclosure of the method used to identify or determine such costs. The amended guidance is effective for fiscal years beginning after December 15, Adoption of the amended guidance will revise disclosure in the notes to MRMC s financial statements but will not impact amounts reported in the primary financial statements. Insurance Claims MRMC will be required to adopt amended guidance which clarifies that health care entities may not net insurance recoveries against a related claim liability. In addition, the amount of the claim liability should be determined without consideration of insurance recoveries and estimated insurance recoveries, if any, should be measured and presented separately within the balance sheet. The amended guidance is effective for fiscal years beginning after December 15, MRMC has not completed the process of evaluating the impact, if any, of this amended guidance on its financial statements. 3. Charity Care MRMC provided care to patients who met certain criteria defined by the New Jersey Department of Health and Senior Services ( DOHSS ) without charge or at amounts less than its established rates. MRMC s records identified and monitored the level of charity care it provided and the amount of charges foregone for services and supplies furnished. Because MRMC did not pursue collection of amounts determined to qualify as charity care, they are not reported as revenues. MRMC provided services to patients enrolled in public programs such as Medicaid. These programs reimburse MRMC at rates that are materially less than its established charges. 12

15 3. Charity Care (Continued) The following information measures the level of charity care, services to the community, and unpaid charges associated with public programs provided in 2010 and 2009: Patient charity care $ 7,935 $ 478,964 Services to the community 47,306 47,306 Unpaid charges associated with Medicaid 54, ,506 Total $ 109,765 $ 1,116, Net Patient Service Revenues MRMC has agreements with third-party payors that provide for payments to MRMC at amounts different from its established rates. A significant portion of MRMC s net patient service revenues are derived from these third-party payor programs. A summary of the principal payment arrangements with major third-party payors follows: Medicare: Prior to August 2008, inpatient acute care services and outpatient services rendered to Medicare program beneficiaries were paid at prospectively determined rates. These rates varied according to patient classification systems that were based on clinical, diagnostic, and other factors. In addition, MRMC was reimbursed for certain cost reimbursable items at tentative interim rates, with final settlement determined after submission of annual cost reports by MRMC and audits thereof by the Medicare fiscal intermediary. MRMC s Medicare cost reports have been settled by the Medicare fiscal intermediary through December 31, Medicaid: Prior to August 2008, inpatient acute care services rendered to Medicaid program beneficiaries were paid at prospectively determined rates per discharge. These rates varied according to a patient classification system that was based on clinical, diagnostic, and other factors. Inpatient nonacute services were paid at prospectively determined per diem rates. Outpatient services were paid based on a published fee schedule, with final settlement determined after submission of annual cost reports. The Medicaid cost reports have been settled through December 31, Revenue received under third-party arrangements is subject to audit and retroactive adjustments. During 2010, there were net favorable adjustments of $139,730. During 2009, there were net unfavorable adjustments of $580,534. The adjustments related to tentative and final settlements of prior year cost reports and other settlements. MRMC has also entered into payment agreements with certain commercial insurance carriers, health maintenance organizations, and preferred provider organizations. The basis for payment to MRMC under these agreements includes prospectively determined rates per discharge, discounts from established charges, prospectively determined daily rates, and various other prospectively determined rates. 13

16 5. Investments And Assets Whose Use Is Limited The composition of investments and assets whose use is limited at December 31, 2010 and 2009 is set forth in the following table: Investments Marketable equity securities $ 283,528 $ 280,472 Total investments, current 283, ,472 Under deferred compensation plans: Cash and cash equivalents 30,654 30,812 Mutual funds equities 5,963 - Mutual funds fixed income 73,633 76,064 Total under deferred compensation plans 110, ,876 Donor restricted: Cash and cash equivalents 145, ,882 Mutual funds fixed income 499, ,212 Mutual funds equities 289,032 - Marketable equity securities 361, ,973 Corporate bonds 480, ,945 Total donor restricted 1,775,927 1,654,012 Noncurrent portion of assets whose use is limited $ 1,886,177 $ 1,760,888 Unrestricted investment income, gains and losses for investments, assets whose use is limited, and cash and cash equivalents are comprised of the following in 2010 and 2009: Investment income: Interest and dividend income $ 84,831 $ 86,534 Realized gains (losses), net 25,450 (36,579) Total $ 110,281 $ 49,955 Change in net unrealized gains (losses) on trading securities $ 43,683 $ (237,905) 14

17 6. Fair Value Measurements MRMC measured its investments and assets whose use is limited on a recurring basis in accordance with accounting principles generally accepted in the United States of America. Fair value is defined as the price that would be received to sell an asset or the price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework that the authoritative guidance establishes for measuring fair value includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs used in determining valuations into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows: Level 1 Fair value is based on unadjusted quoted prices in active markets that are accessible to MRMC for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available. Level 2 Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs. Level 3 Fair value would be based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and other similar techniques. 15

18 6. Fair Value Measurements (Continued) These items were measured with the following inputs at December 31, 2010: Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Cash and cash equivalents $ 175,883 $ - $ - Corporate bonds - 480,984 - Marketable equity securities 644, Mutual funds fixed income 572, Mutual funds - equities 294, Beneficial interest in net assets of Muhlenberg Foundation, Inc ,665,802 Beneficial interest in perpetual trusts - - 2,351,775 Total $ 1,688,721 $ 480,984 $ 12,017,577 The following tables summarize Level 3 instruments measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3) Beneficial Interest in Net Assets of Muhlenberg Foundation, Inc. Beneficial Interest in Perpetual Trusts Balance, beginning of year $ 9,567,922 $ 2,205,965 Unrealized gain 97, ,810 Balance, end of year $ 9,665,802 $ 2,351,775 These items were measured with the following inputs at December 31, 2009: Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Cash and cash equivalents $ 131,694 $ - $ - Corporate bonds - 587,945 - Marketable equity securities 631, Mutual funds 690, Beneficial interest in net assets of Muhlenberg Foundation, Inc ,567,922 Beneficial interest in perpetual trusts - - 2,205,965 Total $ 1,453,415 $ 587,945 $ 11,773,887 16

19 6. Fair Value Measurements (Continued) The following tables summarize Level 3 instruments measured at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using Significant Unobservable Inputs (Level 3) Beneficial Interest in Net Assets of Muhlenberg Foundation, Inc. Beneficial Interest in Perpetual Trusts Balance, beginning of year $ 8,997,147 $ 1,875,325 Unrealized gain 570, ,640 Balance, end of year $ 9,567,922 $ 2,205,965 Level 1 and Level 2 investments and assets whose use is limited are valued at fair value based on quoted market prices, or similar assets quoted market prices. Level 3 investments are valued using discounted cash flow methodologies. 7. Property and Equipment Property and equipment and accumulated depreciation at are as follows: Land and land improvements $ 1,366,989 $ 1,366,989 Buildings and improvements 62,771,569 63,952,683 Fixed equipment 59,194 56,285 Equipment 42,509,600 43,028,031 Total 106,707, ,403,988 Less accumulated depreciation 91,448,232 91,403,286 Property and equipment, net $ 15,259,120 $ 17,000,702 Due to the closure of the acute care facility of MRMC, cumulative impairments of $12,849,088 and $11,808,215 are recorded against building and improvements and equipment assets as of, respectively, in the table above. During 2009, equipment including an MRI machine with an original cost of approximately $2,200,000 and accumulated depreciation of $2,040,000 was transferred from MRMC to JFK Medical Center. The transfer was made at book value with no gain or loss recorded. 17

20 7. Property and Equipment (Continued) In connection with the pending sale of Midtown Shops, the following assets are shown as property and equipment held for sale as of : Land $ 3,880,000 $ 3,880,000 Buildings and other depreciable assets 56,252 45,430 Less accumulated depreciation (5,771) (2,312) Total $ 3,930,481 $ 3,923, Accrued Expenses Accrued expenses at are as follows: Severance $ 94,938 $ - Unemployment 159, ,176 Payroll taxes 11,578 1,599 Paid time off 166,646 - Other 208, ,421 Employee benefits 40, ,484 Salaries and wages 149,895 - Refunds of overpayments 19,056 30,855 Total $ 851,097 $ 1,182, Long-Term Debt Series 2009 A-1 Bonds, Obligated Group In June 2009, the New Jersey Health Care Facilities Financing Authority (the Authority ) issued $152,925,000 to the obligated group consisting of JFK Medical Center, Oak Tree, and MRMC (the Borrowers ), Series 2009 A-1 Bonds ( Series of 2009 A-1 Bonds ) under the State of New Jersey Hospital Asset Transformation Program ( HATP ). The Series of 2009 A-1 Bonds include serial bonds of $5,930,000, maturing through October 1, 2014 with interest at 4.0%, term bonds of $30,540,000 with interest at 5% due through October 1, 2019, term bonds of $40,735,000 with interest at 5.25% due through October 1, 2024, and term bonds of $75,720,000 with interest of 5.75% due through October 1, Principal payments are not due until October 1, The Series of 2009 A-1 Bonds refinanced various series of bonds issued on behalf of, and other indebtedness of JFK Medical Center, Hartwyck at Oak Tree, and MRMC, all in connection with the termination of the provision of hospital acute-care services at MRMC and pursuant to the State s HATP, paying the costs of issuance of the Series and providing funds for various capacity expansion and capital improvement projects at JFK Medical Center. 18

21 9. Long-Term Debt (Continued) MRMC s long-term debt at consists of the following: New Jersey Health Care Facilities Financing Authority Revenue and Refunding Bonds, Series 2009 A-1 Bonds, Obligated Group $ 17,275,000 $ 17,275,000 Payments of principal and interest on the Series 2000 Bonds were collateralized by a pledge of revenues of MRMC and were insured by Ambac Assurance Corporation. MRMC s scheduled principal repayments for long-term debt are as follows: Years ending December 31: 2013 $ 271, , ,625 Thereafter 16,072,499 Total $ 17,275,000 Under the terms of the Series 2009 A-1 bond indenture agreement, the Borrowers collectively are required to maintain certain financial ratios and comply with other restrictive covenants as described in the respective agreement. The Borrowers are required to maintain a days cash on hand ratio minimum of 30 days and a days in accounts payable ratio maximum of 90 days. The compliance with the debt service coverage ratio covenant began in June As of December 31, 2010, the Borrowers were meeting these ratios. 10. Pension Plan And Postretirement Healthcare Benefits Cash Balance Retirement Plan Solaris has a defined benefit pension plan covering substantially all MRMC employees and the employees of other participating subsidiaries. Amounts are allocated by Solaris to its subsidiaries based upon relative service costs. Solaris uses a December 31 measurement date for its pension plan. 19

22 10. Pension Plan and Postretirement Healthcare Benefits (Continued) The changes in projected benefit obligations allocated by Solaris to MRMC in 2010 and 2009 are as follows: Projected benefit obligation at beginning of year $ 38,899,372 $ 52,582,272 Service cost - 108,502 Interest cost 2,458,757 2,599,669 Actuarial loss 4,496,173 3,994,353 Settlements - (3,706,632) Benefits paid (1,711,143) (746,883) Curtailment - (1,865,921) Transfer to The Community Hospital Group, Inc. - (14,065,988) Projected benefit obligation at end of year 44,143,159 38,899,372 Accumulated benefit obligation $ 44,143,159 $ 38,899,372 In August 2008, the acute care facility of MRMC was closed and approximately 49% of the employees of MRMC were terminated and a curtailment loss of $1,865,921 was incurred and included in the projected benefit obligation at December 31, Approximately 49% of the employees were hired by the Community Hospital Group, Inc. d/b/a JFK Medical Center and therefore the related projected benefit obligation of $14,065,988 and fair value of assets of $9,643,110 were transferred to JFK Medical Center from MRMC subsequent to August 2008 and are recorded on the JFK Medical Center s financial statements at December 31, The plan was frozen effective May 3, 2009, which was recognized as a curtailment as of January 31, 2009 for $1,865,921. In addition, a settlement was triggered due to the amount of lump sum payments during 2009 of $3,706,632. This was measured as of December 31, The changes in plan assets allocated by Solaris to MRMC in 2010 and 2009 are as follows: Fair value of plan assets at beginning of year $ 26,936,399 $ 36,048,423 Actual return on plan assets 3,333,422 3,293,139 Employer contributions 1,440,082 1,691,462 Settlements - (3,706,632) Benefits paid (1,711,143) (746,883) Transfer to The Community Hospital Group, Inc. - (9,643,110) Fair value of plan assets at end of year $ 29,998,760 $ 26,936,399 20

23 10. Pension Plan and Postretirement Healthcare Benefits (Continued) The following is a summary of the funded status of the plan allocated by Solaris to MRMC at : The contribution to the plan in 2011 is expected to be $1,972, Fair value of plan assets $ 29,998,760 $ 26,936,399 Projected benefit obligation 44,143,159 38,899,372 Funded status of the plan (under funded) (14,144,399) (11,962,973) Accumulated benefit obligation $ 44,143,159 $ 38,899,372 The amounts of net periodic pension cost allocated by Solaris to MRMC for 2010 and 2009 are as follows: Interest cost $ 2,458,757 $ 2,599,669 Service cost - 108,502 Expected return on plan assets (2,149,122) (1,903,133) Amortization of prior service cost - (6,575) Amortization of actuarial loss 252, ,572 Settlement - 1,135,712 Effect of curtailment - 1,237,586 Net periodic pension cost $ 561,922 $ 3,551,333 A net actuarial loss of $3,311,873 represents the previously unrecognized component of net periodic pension cost included in unrestricted net assets at December 31, A net actuarial loss of $250,901 represents the unrecognized component of net periodic benefit cost included in unrestricted net assets at December 31, 2009 expected to be amortized into net periodic pension cost in The following table provides the amounts recognized in the consolidated balance sheet at : Accrued pension cost Current $ - $ - Noncurrent 15,569,070 13,910,232 Net amount recognized $ 15,569,070 $ 13,910,232 During 2010 and 2009, an additional $1,424,671 and $1,947,259, respectively, was accrued for in accrued pension cost to cover inactive MRMC participants through 2013 calculated by the actuary.

24 10. Pension Plan and Postretirement Healthcare Benefits (Continued) The weighted-average assumptions used in computing the plan s benefit obligation at are as follows: Discount rate 5.34 % 6.43 % Rate of compensation increase N/A 4.00 The weighted-average assumptions used in the measurement of the plan s net periodic pension cost for the years ended are as follows: Discount rate 6.43 % 7.25 % Expected long-term rate of return on plan assets Rate of compensation increase N/A 4.00 The expected long-term rate of return on plan assets assumption was developed based on historical returns for the major asset classes. This review also considered both current market conditions and projected future conditions. Adjustments are made to the expected long-term rate of return assumption when deemed necessary based upon revised expectations of future investment performance of the overall capital markets. The expected long-term rate of return assumption used in computing 2010 net periodic pension cost was 8.0%. The following table sets forth the actual asset allocation and target asset allocation for plan assets at : 2010 Target Asset Allocation Asset category: Equity securities 53 % 50 % Debt securities Alternative investments Target Asset Allocation Asset category: Equity securities 51 % 50 % Debt securities Alternative investments The plan assets are invested among and within various asset classes in order to achieve sufficient diversification in accordance with Solaris risk tolerance. This is achieved through the utilization of asset managers and systemic allocation to investment management styles, providing a broad exposure to different segments of the fixed income and equity markets. 22

25 10. Pension Plan and Postretirement Healthcare Benefits (Continued) The following benefit payments, which reflect expected future services, as appropriate, are expected to be paid: Years ending December $ 1,767, ,836, ,369, ,099, ,109, ,986,440 The composition of plan assets at, is set forth in the following table: Mutual funds: Large cap $ 8,833,345 $ 8,170,529 Small cap 1,985,938 2,260,473 Equities 5,006,650 3,307,840 Emerging markets debt fund 1,141,906 1,044,468 High yield bond fund 2,392,801 2,246,516 Long duration fund 6,281,285 5,658,987 Collective fund 4,356,835 4,247,586 Total $ 29,998,760 $ 26,936,399 The plan's collective fund, an alternative investment, is comprised of limited partnerships that invest primarily in securities that are traded in active markets. Its investment objective is to deliver a 7% rate of return, but with approximately half of the annualized volatility of equities. This approach can generate investment results that achieve higher long-term returns; however, this approach can also produce negative results depending on market conditions. 23

26 10. Pension Plan and Postretirement Healthcare Benefits (Continued) The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2010: Total Fair Value Measurements Quoted Prices in Active Markets Unobservable (Level 1) Inputs (Level 3) Mutual funds: Large cap $ 8,833,345 $ 8,833,345 $ - Small cap 1,985,938 1,985,938 - Equities 5,006,650 5,006,650 - Emerging markets debt fund 1,141,906 1,141,906 - High yield bond fund 2,392,801 2,392,801 - Long duration fund 6,281,285 6,281,285 - Collective fund 4,356,835-4,356,835 Total $ 29,998,760 $ 25,641,925 $ 4,356,835 The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2009: Total Fair Value Measurements Quoted Prices in Active Markets Unobservable (Level 1) Inputs (Level 3) Mutual funds: Large cap $ 8,170,529 $ 8,170,529 $ - Small cap 2,260,473 2,260,473 - Equities 3,307,840 3,307,840 - Emerging markets debt fund 1,044,468 1,044,468 - High yield bond fund 2,246,516 2,246,516 - Long duration fund 5,658,987 5,658,987 - Collective fund 4,247,586-4,247,586 Total $ 26,936,399 $ 22,688,813 $ 4,247,586 24

27 10. Pension Plan and Postretirement Healthcare Benefits (Continued) The following table summarizes Level 3 instruments measured at fair value on a recurring basis: Fair Value Measurements At Reporting Date Using Significant Unobservable Inputs (Level 3) Collective Fund Balance, beginning of year $ 4,247,586 $ 4,066,121 Unrealized gain 109, ,465 Balance, end of year $ 4,356,835 $ 4,247,586 The following is a description of the valuation methodologies used for the plan s assets measured at fair value: Mutual funds Valued at the net asset value ( NAV ) of shares held by the plan at year-end. Collective fund (alternative investments) Valued by an independent advisor that values the underlying investments of the partnership, which are substantially invested in an active market in which the individual securities are traded. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although MRMC believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. 25

28 10. Pension Plan And Postretirement Healthcare Benefits (Continued) Postretirement Benefits In addition to the Solaris defined benefit pension plan, MRMC sponsors defined benefit medical and life insurance plans for eligible retirees. To be eligible, a retiring employee must have at least 10 years of service and have attained age 55. Coverage under the life insurance benefit plan is provided on a noncontributory basis, and the medical insurance plan is partially contributory. MRMC s funding policy is on a pay-as-you-go basis; the life insurance plan is funded through individual life insurance contracts. Both coverages terminate at age 65, when a Medicare supplemental program is provided on a fully contributory basis. In January 2011, MRMC approved a five year phase out of the retiree medical program. Beginning in 2012, the subsidy will be reduced each year by $500 until January 1, 2016 when the medical program will end. The changes in benefit obligations in 2010 and 2009 are as follows: Benefit obligation at beginning of year $ 1,508,323 $ 2,729,735 Service cost 5,532 11,513 Interest cost 82,089 99,153 Plan participants' contributions 134, ,572 Actuarial loss (gain) (70,971) 879,073 Benefits paid (147,102) (198,064) Curtailment - (2,108,321) Plan changes - (64,338) Benefit obligation at end of year $ 1,512,236 $ 1,508,323 The MRMC closure was recognized as a curtailment as of January 1, 2009 for $2,108,321. The changes in plan assets in 2010 and 2009 are as follows: Fair value of plan assets at beginning of year $ $ - Employer contribution 12,737 38,492 Plan participants' contributions 134, ,572 Benefits paid (147,102) (198,064) Fair value of plan assets at end of year $ - $ - 26

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