Jefferson University Physicians Financial Statements June 30, 2013 and 2012 Jefferson University Physicians Table of Contents June 30, 2013 and 2012 ______________________________________________________ Pages Report of Independent Auditors 1 Financial Statements: Balance Sheets 2 Statements of Operations and Changes in Net Assets 3 Statements of Cash Flows 4 Notes to Financial Statements 5-11 Independent Auditor’s Report To the Board of Trustees Thomas Jefferson University: We have audited the accompanying financial statements of Jefferson University Physicians (JUP) which comprise the balance sheets as of June 30, 2013 and June 30, 2012, and the related statements of activities, changes in net assets and cash flows and for the years then ended. Management’s Responsibility for the Combined Financial Statements Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on the combined financial statements based on our audits. We conducted our audits in the 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 from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatements of the combined financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to JUP’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of JUP’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is significant and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of JUP at June 30, 2013 and 2012, and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. September 16, 2013 PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, PA 19103-7042 T: (267) 330-3000, F: (267) 330-3300, www.pwc.com/us Jefferson University Physicians Balance Sheets June 30, 2013 and 2012 Assets Current assets: Cash and cash equivalents Short-term investments Patient receivables, less allowance for doubtful accounts of $5,301,529 in 2013 and $4,799,318 in 2012 Due from TJUH System Inventory Insurance receivable Other current assets 2013 Total current assets Non-current portion of insurance receivable Non-current portion of receivable from TJUH Investment in joint venture Building improvements and equipment, net Total assets Liabilities and Net Assets Current liabilities: Accounts payable and accrued expenses Accrued compensation Due to Thomas Jefferson University Current portion of accrued professional liability claims Current portion of capital lease obligation Accrued vacation Total current liabilities Accrued professional liability claims Capital lease obligation Total liabilities Unrestricted net assets Total liabilities and net assets $39,446,131 25,577,453 $48,516,857 22,901,362 28,853,148 13,502,666 18,425,686 1,153,996 25,836,705 7,753,097 185,908 13,277,500 696,996 126,959,080 119,168,425 65,786,314 7,566,540 631,878 12,867,998 80,340,500 15,010,000 853,936 16,005,605 $213,811,810 $231,378,466 $13,967,985 19,858,360 650,097 31,483,680 28,824 3,739,717 $11,669,248 18,482,168 4,022,415 23,187,500 54,678 3,325,435 69,728,663 60,741,444 119,354,330 - 142,320,642 28,824 189,082,993 203,090,910 24,728,817 28,287,556 $213,811,810 $231,378,466 The accompanying notes are an integral part of the financial statements. -2- 2012 Jefferson University Physicians Statements of Operations and Changes in Net Assets For the years ended June 30, 2013 and 2012 2013 Operating revenues: Patient service revenue, net of contractual allowance Provision for bad debts Net patient service revenue less provision for bad debts Related party reimbursement for physician services and professional support Grants and contracts Investment income Other revenues $283,602,657 (19,067,850) 264,534,807 2012 $271,408,090 (17,351,306) 254,056,784 105,956,644 2,476,141 83,153 2,079,518 95,049,867 3,735,260 64,346 1,424,396 Total operating revenues 375,130,263 354,330,653 Operating expenses: Salaries and employee benefits Supplies Professional liability Operations and maintenance Other expenses Total operating expenses 258,064,367 19,615,337 28,040,749 11,514,071 28,101,446 345,335,970 237,678,255 14,565,667 46,764,263 10,111,259 23,924,013 333,043,457 Excess of revenues over expenses 29,794,293 21,287,196 474,250 (33,827,282) (26,983,274) Decrease in unrestricted net assets Unrestricted net assets, beginning of year (3,558,739) 28,287,556 (5,696,078) 33,983,634 Unrestricted net assets, end of year $24,728,817 $28,287,556 TJUH capital transfers Transfers to Thomas Jefferson University, net The accompanying notes are an integral part of the financial statements. -3- Jefferson University Physicians Statements of Cash Flows For the years ended June 30, 2013 and 2012 2013 Cash flows from operating activities: Decrease in unrestricted net assets Adjustments to reconcile changes in net assets to net cash and cash equivalents provided by operating activities: Depreciation Provision for bad debts Transfers to Thomas Jefferson University, net TJUH capital transfers Equity loss on investment in joint venture, net of distribution Increase (decrease) due to changes in: Patient receivables Insurance receivable Inventory Due from TJUH System Due to Thomas Jefferson University Other current assets Accounts payable and accrued expenses 2012 $(3,558,739) $(5,696,078) 5,886,596 19,067,850 33,827,282 (474,250) 222,058 1,736,229 17,351,306 26,983,274 535,178 (22,084,293) 9,406,000 185,908 1,693,891 (3,372,318) (457,000) (10,783,584) (19,425,212) (93,618,000) (185,908) (4,300,991) 4,718,840 38,056 105,419,002 29,559,401 33,555,696 (2,676,091) (2,546,326) 2,757,423 (697,511) (5,222,417) 2,059,912 (54,678) (33,827,282) 474,250 (55,029) (26,983,274) - (33,407,710) (27,038,303) (9,070,726) 8,577,305 Cash and cash equivalents at beginning of year 48,516,857 39,939,552 Cash and cash equivalents at end of year 39,446,131 $48,516,857 $76,159 $202,663 $4,169 $8,723 Net cash and cash equivalents provided by operating activities Cash flows from investing activities: Short-term investments, net Purchase of building improvements and equipment Net cash and cash equivalents (used in) provided by investing activities Cash flows from financing activities: Repayment of capital lease obligation Transfers to Thomas Jefferson University, net TJUH capital transfers Net cash and cash equivalents used in financing activities Net (decrease) increase in cash and cash equivalents Supplemental disclosure of cash flow information: Accounts payable related to building improvements and equipment Cash paid during the year for interest The accompanying notes are an integral part of the financial statements. -4- Jefferson University Physicians Notes to Financial Statements June 30, 2013 and 2012 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Jefferson University Physicians (“JUP”) is a non-profit corporation formed under the laws of the Commonwealth of Pennsylvania. It consists of 17 departments with approximately 622 physician members. The University does not provide professional physician services. Therefore, JUP was formed to allow faculty of Thomas Jefferson University (the “University”) to conduct clinical practices while supporting educational and research activities of the University. JUP maintains an affiliation with TJUH System, Inc. (“TJUH”), an integrated health care organization. JUP has been recognized as a tax-exempt organization pursuant to Section 501 (c)(3) of the Internal Revenue Code. Basis of Presentation and 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management considers critical accounting policies to be those that require more significant judgments and estimates in the preparation of the financial statements including, but not limited to, recognition of net patient service revenue, which includes contractual allowances and provisions for bad debt and estimates for healthcare professional and general liabilities. Management relies on historical experience and other assumptions believed to be reasonable relative to the circumstances in making judgments and estimates. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and investments in highly liquid debt instruments with an original maturity of three months or less when purchased and are carried at cost which approximates fair value. Short Term Investments Investments are stated at fair value. These securities are available for use, if needed, for current operations. Investments include cash equivalents and U.S. Treasury obligations. The fair value of these securities is based on quoted market prices in active markets or dealer or brokered quotations obtained from national securities exchanges. Investment in Joint Venture JUP is a 40% owner in a partnership that provides outpatient imaging services and accounts for the investment under the equity method. Building Improvements and Equipment Building improvements and equipment are carried at cost on the date of acquisition. Depreciation expense is computed on a straight-line basis over the estimated useful lives of the assets. - 5- Jefferson University Physicians Notes to Financial Statements June 30, 2013 and 2012 Net Patient Service Revenue Net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered. Revenue from a single third-party payor accounted for approximately 23% of the net patient revenue for fiscal years 2013 and 2012. Revenue from the Medicare program accounted for approximately 17% of the net patient service revenue for the fiscal years 2013 and 2012. Provision for Bad Debts The provision for bad debt expense is based upon management’s assessment of expected net collections considering economic conditions, historical experience, trends in health care coverage, and other collection indicators. Periodically throughout the year, management assesses the adequacy of the allowance for uncollectible accounts based upon historical write-off experience by payer category, including those amounts not covered by insurance and history of cash collections. The results of this review are then used to make any modifications to the provision for bad debt expense to establish an appropriate allowance for uncollectible accounts. After satisfaction of amounts due from insurance and reasonable efforts to collect from the patient have been exhausted, JUP follows established guidelines for placing certain past-due patient balances with collection agencies, subject to terms of certain restrictions on collection efforts as determined by JUP. Accounts receivable are written off after collections efforts have been followed in accordance with JUP policies. Grants and Contracts The American Recovery and Reinvestment Act of 2009 established incentive payments under the Medicare and Medicaid programs for certain health care providers that meaningfully use certified electronic health record technology by 2014. JUP is accounting for these incentives using the Gain Contingency accounting model. Accordingly, when all contingencies have been met and the funds have been received, JUP recognizes these incentives as revenue. JUP recognized $2.5 million and $3.7 million in fiscal year 2013 and 2012, respectively as grants and contract revenue in the statement of operations. Compensation and Academic Contributions Compensation is paid to physicians based upon cash receipts and various qualitative factors. Contributions are made to support the education and research missions of the University. Contributions are included in the statement of operations and changes in net assets as transfers to Thomas Jefferson University. Charity Care Of JUP’s $345.2 million and $333.0 million of total operating expenses reported for the years ended June 30, 2013 and 2012, respectively, an estimated $1.1 million and $914,000 arose from providing services to charity patients for the years ended June 30, 2013 and 2012, respectively. The estimated costs of providing charity services are based on a calculation which applies a ratio of costs to charges to the gross uncompensated charges associated with providing care to charity patients. The ratio of cost to charges is calculated based on JUP’s total operating expenses divided by gross professional activity revenue. - 6- Jefferson University Physicians Notes to Financial Statements June 30, 2013 and 2012 New Accounting Standards Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP- In May 2011 new guidance was issued requiring disclosure of the valuation process, including valuation techniques and inputs used in the fair value for its Level 2 investments. JUP adopted this guidance on July 1, 2012. Health Care Entities: Presentation and Disclosure of Net Revenue, Provision of Bad Debts, and the Allowance of Doubtful Accounts for Healthcare Entities – In July 2011, new guidance was issued requiring bad debts relating to patient service revenue to be separately disclosed in the statement of operations and reported as a component of net patient service revenue. JUP adopted this guidance on July, 1 2011. Presentation of Insurance Claims and Related Insurance Recoveries - In August 2010, new guidance was issued for the presentation of insurance claims and associated insurance recoveries for healthcare organizations. Under the new guidance, healthcare entities are required to reflect their "gross" exposure to claims liabilities with a corresponding receivable for insurance recoveries in order to be consistent with other industries. This guidance became effective for JUP on July 1, 2011. Charity Care Disclosure - In August 2010, new guidance was issued regarding the measurement basis used in the disclosure of charity care. The guidance requires that the disclosures related to the level of charity care provided should be based on a healthcare organization's estimated direct and indirect costs of providing the services and that a healthcare organization should separately disclose the amount of charity care reimbursed by third parties. In addition, disclosure of the method used to identify or determine such costs is required. This guidance became effective for the JUP on July 1, 2011. 2. FAIR VALUE MEASUREMENT The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the University has the ability to access at the measurement date; Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; Level 3 Inputs that are unobservable. - 7- Jefferson University Physicians Notes to Financial Statements June 30, 2013 and 2012 Inputs are used in applying the various valuations techniques and broadly refer to the assumption that market participants use to make valuation decisions. An investments level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to JUP’s perceived risk of that instrument. Investments whose values are based on quoted market prices in active markets, are therefore classified within Level 1, and include certain money market securities. Investments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. They included certain U.S. government obligations, most government agency securities, and investment-grade corporate bonds. Also, included in this category are commingled fixed income funds. As Level 2 investments, they include positions that are not traded in active markets and/or subject to transfer restrictions. JUP has no Level 3 investments at June 30, 2013 or 2012. There were no transfers between Levels 1 and 2 during 2013 or 2012. The following table presents the cash and cash equivalents and short-term investments carried on the balance sheet by level within the valuation hierarchy as of June 30, 2013 (in thousands): Cash and cash equivalents Fixed income securities: U.S Treasuries Total Level 1 $39,447 Level 2 $2,541 Level 3 - Total $41,988 $39,447 23,036 $25,577 - 23,036 $65,024 The following table presents the cash and cash equivalents and short-term investments carried on the balance sheet by level within the valuation hierarchy as of June 30, 2012 (in thousands): Cash and cash equivalents Fixed income securities: U.S. Treasuries Total Level 1 $48,516 Level 2 $3,765 Level 3 - Total $52,281 $48,516 19,137 $22,902 - 19,137 $71,418 - 8- Jefferson University Physicians Notes to Financial Statements June 30, 2013 and 2012 3. BUILDING IMPROVEMENTS AND EQUIPMENT Building improvements and equipment at June 30, 2013 and 2012 are as follows: 2013 2012 Building improvements Equipment Construction in progress Less: accumulated depreciation $7,462,787 34,037,173 422,043 (29,054,005) $6,033,913 32,217,500 921,600 (23,167,408) Total building improvements and equipment, net $12,867,998 $16,005,605 JUP recorded $5.8 million and $1.7 million of depreciation expense for the years ended June 30, 2013 and 2012, respectively. Depreciation expense is reflected in the line item other expenses on the statements of operations and changes in net assets. Included in depreciation expense for the fiscal year ended June 30, 2013 is additional depreciation of $3.5 million associated with an electronic medical record information system. Management has determined that it is probable that the existing system will be replaced prior to the end of its previously estimated useful life. For financial reporting purposes, JUP uses straight-line depreciation over the assets’ estimated lives, which are as follows: Buildings and building improvements Fixed equipment Major moveable equipment 20-40 years 5-10 years 5-10 years 4. PENSION PLANS JUP has a defined contribution plan for employees who work at least 1,000 hours a year. JUP makes contributions to the plan based on a percentage of compensation and years of service within limits as established by the IRS. Employees become fully vested after one year of service. Contributions to the plan for each of the years ended June 30, 2013 and 2012 were approximately $11.9 million and $11.3 million, respectively. - 9- Jefferson University Physicians Notes to Financial Statements June 30, 2013 and 2012 5. PROFESSIONAL LIABILITY CLAIMS JUP maintains professional liability insurance under both self-insured and alternative risk financing insurance programs. For all self-insured programs JUP accrues for estimated retained risk liability arising from both asserted and unasserted claims. The estimate of liability is based upon an analysis of historical claims data as prepared by an independent actuary. Accrued professional liability claims of $150.8 million and $165.5 million were included in the consolidated balance sheets at June 30, 2013 and 2012, respectively, using discount rates of 3% at June 30, 2013 and 2012. Pursuant to the requirements of Accounting Standards Update No. 2010-24, Presentation of Insurance Claims and Related Insurance Recoveries, included in the accrued professional liability claims is $84.2 and $93.6 million at June 30, 2013 and 2012, respectively, related to estimated liabilities that have been transferred to third parties. A corresponding receivable of $84.2 and $93.6 million is included in Insurance receivable in the balance sheet at June 30, 2013 and 2012, respectively. Professional liability expense of $28.0 million and $46.8 million is included in the statement of operations for the years ended June 30, 2013 and 2012, respectively. Effective July 1, 2005, JUP maintains professional liability insurance through a policyholderowned, Vermont-domiciled, risk retention group, Mountain Laurel Risk Retention Group, Inc. (“RRG”), which is owned by Jefferson Health System (JHS). For the professional liability coverage only, the RRG is 100% reinsured by a JHS sponsored, non-profit captive protected cell insurance company, Five Pointe Insurance Company, domiciled in Delaware. JUP participates in the Medical Availability and Reduction of Error Fund (“MCARE Fund”), which is a Pennsylvania governmentally authorized entity that consists of coverage with limits of $500,000 per medical incident and a $1.5 million annual aggregate per physician. The annual assessments for MCARE Fund coverage are based on the schedule of occurrence rates approved by the Insurance Commissioner of Pennsylvania for the Pennsylvania Professional Liability Joint Underwriting Association multiplied by an annual assessment percentage. No provision has been made for any future MCARE Fund assessments in the accompanying consolidated financial statements as JUP’s portion of the MCARE Fund unfunded liability cannot be reasonably estimated. While management continues to monitor the factors used in making these estimates, the ultimate liability for professional and general liability claims could differ from current estimates due to the inherent uncertainties involved in making such estimates. TJUH has agreed to partially fund JUP payments for professional liability settlements in excess of primary and MCARE coverage limits. Pursuant to these agreements, $1.7 million and $12.0 million is included in the related party reimbursement for physician services in the statement of operations and changes in net assets for the years ended June 30, 2013 and 2012, respectively. - 10- Jefferson University Physicians Notes to Financial Statements June 30, 2013 and 2012 6. COMMITMENTS AND CONTINGENCIES JUP is involved in litigation and regulatory investigations arising in the ordinary course of business. Based on the information currently available, in the opinion of management, all such matters are adequately covered by commercial insurance or by accruals, and if not so covered, are of such kind, or involve such amounts, as would not have a material adverse effect on the financial position or results of operations of JUP. 7. LINES OF CREDIT JUP has available an unsecured line of credit of $5.0 million at June 30, 2013, under which there were no borrowings as of June 30, 2013. This arrangement does not have a termination date and is reviewed periodically. No compensating balance is required or maintained. 8. RELATED PARTY JUP and the University provide TJUH with physician and non-physician personnel and other support necessary to preserve and maintain the tertiary care capacity of TJUH. As a result, JUP receives funds from the University and TJUH. Additionally in 2013 and 2012, TJUH agreed to partially fund JUP payments for professional liability settlements. Refer to Note 5. The amounts recognized for the years ended June 30, 2013 and 2012 were $106.0 million and $95.0 million, respectively. Included in due from TJUH on the blance sheet is $21.1 million and $22.7 million at June 30, 2013 and 2012 respectively. JUP supports the education and research missions of the University. For the years ended June 30, 2013 and 2012 the amounts were $37.4 million and $29.6 million, respectively and are included in transfers to Thomas Jefferson University, net. The University provides support to certain clinical programs in JUP. The amounts provided for the years ended June 30, 2013 and 2012 were $3.6 and $2.7 million, respectively. These amounts are included in transfers to Thomas Jefferson University, net. The University provides JUP the following services: administrative, finance, legal, human resources, internal audit, information systems, maintenance, and security services. The amounts charged to JUP were $5.7 million and $5.3 million, respectively and are recorded as part of other expenses on the statement of operations and changes in net assets for the years ended June 30, 2013 and 2012.. 9. SUBSEQUENT EVENTS JUP has monitored subsequent events from the date of the balance sheet through September 16, 2013. No material items were noted that would require an adjustment to or disclosure in the financial statements. - 11-