Fitch Rates Salem Health, OR's Series 2016 Bonds 'A+'; Outlook Stable

SAN FRANCISCO/--()--Fitch Ratings has assigned a 'A+' rating to the approximately $185,120,000 Salem Hospital Facility Authority, OR revenue refunding bonds series 2016A issued on behalf of Salem Health (Salem). In addition, Fitch has affirmed the 'A+' rating on Salem's outstanding debt, which is listed at the end of this release.

The Rating Outlook is Stable.

The series 2016A bonds will be fixed rate and bond proceeds will refund Salem's outstanding series 2006A, 2008A, and 2013A&B bonds. The final maturity is being extended to 2046 since there is additional average life remaining. The extension on the final maturity as well as interest rate savings significantly reduces MADS to $15.9 million from $22.1 million. In addition, the sources of funds include the release of the series 2008A debt service reserve fund. The bonds are expected to price on Oct. 25.

SECURITY

The bonds are secured by a gross receivables pledge of the obligated group (OG). There is an amended and restated master trust indenture dated Nov. 1, 2016, which will be effective at closing of the series 2016A bonds.

KEY RATING DRIVERS

SUSTAINED STRONG PERFORMANCE: Since Fitch's last rating review in February 2016 when Salem's rating was upgraded to 'A+' from 'A', Salem's financial performance continues to be very strong and mainly driven by benefits from its lean management system. The refinancing provides further financial cushion with a significant reduction in debt service. Operating EBITDA margin was 13.4% in fiscal 2016 (June 30 year-end) and operating EBITDA margins are expected to be sustained around 12%.

AFFILIATION WITH OHSU: Effective November 2015, Salem affiliated with Oregon Health and Science University (OHSU; rated 'AA-'/Outlook Stable) under a Joint Management Agreement. While Salem and OHSU will remain separately obligated on their debt, the clinical enterprises are operated as a single entity with a common management team and shared bottom line (operating income).

DOMINANT MARKET SHARE: Salem maintains a dominant market share position of almost 80% in its primary service area, which includes the cities of Salem (the state capital) and Keizer. Volume growth has been strong and driven by Medicaid expansion as well as an aging population.

SOLID LIQUIDITY POSITION: Liquidity metrics have consistently grown and compare favorably to Fitch's A category medians. At June 30, 2016, Salem had 296 days cash on hand and 178.7% cash to debt compared to the 'A' category medians of 215.5 and 148.6% cash to debt, respectively.

ADDITIONAL DEBT CAPACITY: With the refinancing, Salem has created additional debt capacity at its current rating level for future growth plans. No additional debt is expected in the next two years, but there is longer-term planning underway for potential additional bed capacity.

RATING SENSITIVITIES

FLEXIBILITY AT CURRENT RATING LEVEL: Salem Health's current financial performance provides flexibility as it manages strong demand. The maintenance of current operating performance and further growth in liquidity could lead to upward rating movement over the medium term depending on the size and scope of any large scale capital plans.

CREDIT PROFILE

Salem Health Hospitals and Clinics includes Salem Health (fka Salem Hospital), a 413-staffed bed hospital located in Salem, OR, approximately 45 miles south of Portland, as well as other healthcare related entities. Salem Health is the only member of the OG and accounted for 98% of total assets and 96% of total revenue of the consolidated entity in fiscal 2016 (June 30 year-end). Fitch's analysis is based on the consolidated entity.

Salem had $741 million in annualized total operating revenue for fiscal 2016. Salem changed its fiscal year end to June 30 from Sept. 30 in 2016, and the audited period for fiscal 2016 is for a nine-month period.

Strong Operating Performance

Salem has been using the lean management system since 2010, which aligns the whole organization in reducing waste. There are visual management tools for the six main strategies (financial performance, quality, patient experience, employee engagement, physician engagement, and population health), which cascade down to the department level.

The lean management tools and good volume growth has led to very good operating performance with a 13.4% operating EBITDA margin in fiscal 2016 compared to 15.4% in fiscal 2015, 12.2% in fiscal 2014 and 12.9% in fiscal 2013. Salem has also implemented a rolling forecast (versus budgeting), which allows the ability for more timely responses to any issues that arise. Salem has a target of maintaining at least 12% operating EBITDA margin.

For the annualized fiscal 2016 period, emergency room visits are up 6% while surgeries are flat at 0.3% and admissions are slightly down at negative 0.7% compared to the prior year period. Salem maintains one of the busiest emergency rooms in Oregon (over 125k for fiscal 2016), and volume growth has been accommodated by improved throughput.

OHSU Affiliation

OHSU is based in Portland, Oregon and is the state's only health science university and major academic health center. In addition to the Schools of Medicine, Nursing, and Dentistry, OHSU operates 564 beds in its two hospitals (OHSU Hospital and OHSU Doernbecher Children's Hospital) and provides highly complex tertiary and quaternary care with a case mix index over 2.0. OHSU has trained over a third of the physicians in the state, which provides a good foundation for the physician integration expected with the affiliation.

OHSU and Salem entered into a 40-year joint management agreement in November 2015, which states that the clinical enterprise will be jointly managed by a common management team (OHSU Partners). The academic and research missions of OHSU are excluded from this. OHSU Partners' executive management team includes individuals from both OHSU and Salem and the hospitals of both entities will be managed on a combined basis with integrated financial and capital planning. The OHSU Partners budgets have to be approved by both the OSHU board and Salem board. The profitability (operating income) of the combined entity is split based on each entity's historical share of financial performance (Salem 19%, OHSU 81%). The expectation is that growth will be greater as a combined entity as the entities leverage each other's resources, capacity, and capabilities. For fiscal 2016, the operating margin split resulted in Salem recording an expense of $8.26 million.

Fitch views this relationship favorably as it allows Salem to be part of a larger system while maintaining local control. However, effective implementation and consensus on a shared strategic vision can be challenging achieve. Initial work is still underway, and over the lab, pharmacy and supply chain are expected to be standardized over the next 18 months. There are two potential hospitals that will be joining OHSU Partners.

Solid Liquidity

Salem's liquidity metrics are solid for the rating level, and unrestricted cash and investments have steadily increased year over year since fiscal 2012. Unrestricted cash and investments totaled $530.3 million at June 30, 2016, which equated to 296 days cash on hand and 178.7% cash-to-debt from 255.1 and 114.6%, respectively at fiscal year-end 2012.

Capital Spending

Capital spending totaled $51.3 million for fiscal 2016 (1.6x depreciation expense) and strategic capital included investing in a new outpatient rehabilitation building as well as the build out of 40 additional beds in shelled space. These beds will open in October 2017; however, two more floors need to be renovated so the additional capacity will not be on line until the end of 2018. The fiscal 2017 capital allocation model results in $69 million of total spend with $39 million of strategic capital planned. A master facility plan is underway with the potential long-term need for additional bed capacity being assessed.

Additional Debt Capacity

Fitch believes Salem has created additional debt capacity at its current rating level due to the refinancing. MADS drops from $22.4 million to $15.9 million. MADS as a percentage of revenue declines to 2.1% from 3% in fiscal 2016 and compared to A category median of 2.7%. MADS coverage is strong at 6x in fiscal 2016 and 5.6x in fiscal 2015, which improves to 8.5x and 7.9x, respectively on the pro forma MADS. The aggregate debt service schedule is level.

As of June 30, 2016, Salem had $296.7 million of debt outstanding. With the refinancing, Salem is removing the bank renewal risk as the series 2013A&B direct bank loans are being refinanced. Post series 2016 financing, the debt mix will be 72% fixed rate and 28% variable rate. Salem's variable rate exposure totals $75 million (series 2008C) and the variable rate demand bonds are supported by a letter of credit (LOC) from US Bank that expires April 2018. There is an 18-month term-out period under the reimbursement agreement if there is a draw on the LOC.

Including Salem's fixed payor swap, Salem has 100% fixed-rate debt. The swap is with UBS and the collateral posting threshold is $20 million. Currently, no collateral posting is required.

Disclosure

Salem Health covenants to provide annual disclosure within 180 days of fiscal year end and quarterly disclosure within 60 days of quarter end for the first three quarters to the Municipal Securities Rule Making Board's EMMA system.

Outstanding debt:

--$75,000,000 Salem Hospital Facility Authority (OR) (Salem Hospital Project) variable rate revenue bonds series 2008B (LOC: U.S. Bank National Association);

--$36,490,000 Salem Hospital Facility Authority (OR) (Salem Hospital Project) revenue bonds series 2008A;

--$110,075,000 Salem Hospital Facility Authority (OR) (Salem Hospital Project) revenue bonds series 2006.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria

Revenue-Supported Rating Criteria (pub. 16 Jun 2014)

https://www.fitchratings.com/site/re/750012

U.S. Nonprofit Hospitals and Health Systems Rating Criteria (pub. 09 Jun 2015)

https://www.fitchratings.com/site/re/866807

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=1013019

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1013019

Endorsement Policy

https://www.fitchratings.com/regulatory

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Copyright © 2016 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, NY, NY 10004. Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch's factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third- party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch's ratings and reports should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating or a report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings and forecasts of financial and other information are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and forecasts can be affected by future events or conditions that were not anticipated at the time a rating or forecast was issued or affirmed.

The information in this report is provided "as is" without any representation or warranty of any kind, and Fitch does not represent or warrant that the report or any of its contents will meet any of the requirements of a recipient of the report. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion and reports made by Fitch are based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings and reports are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating or a report. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at any time for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.

For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an Australian financial services license (AFS license no. 337123) which authorizes it to provide credit ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to be used by persons who are retail clients within the meaning of the Corporations Act 2001

Contacts

Fitch Ratings, Inc.
Primary Analyst
Emily Wong
Senior Director
+1-415-732-5620
Fitch Ratings, Inc.
650 California Street
San Francisco, CA 94108
or
Secondary Analyst
Adam Kates
Director
+1-312-368-3180
or
Committee Chairperson
Jim LeBuhn
Senior Director
+1-312-368-2059
or
Media Relations
Elizabeth Fogerty, +1-212-908-0526
elizabeth.fogerty@fitchratings.com

Contacts

Fitch Ratings, Inc.
Primary Analyst
Emily Wong
Senior Director
+1-415-732-5620
Fitch Ratings, Inc.
650 California Street
San Francisco, CA 94108
or
Secondary Analyst
Adam Kates
Director
+1-312-368-3180
or
Committee Chairperson
Jim LeBuhn
Senior Director
+1-312-368-2059
or
Media Relations
Elizabeth Fogerty, +1-212-908-0526
elizabeth.fogerty@fitchratings.com