Partners HealthCare System, Inc. And Affiliates

Transcription

Partners HealthCareSystem, Inc. and AffiliatesConsolidated Financial StatementsSeptember 30, 2018 and 2017

Partners HealthCare System, Inc. and AffiliatesIndexSeptember 30, 2018 and 2017Page(s)Report of Independent Auditors . 1–2Consolidated Financial StatementsConsolidated Balance Sheets . 3Consolidated Statements of Operations . 4Consolidated Statements of Changes in Net Assets . 5Consolidated Statements of Cash Flows . 6Notes to Consolidated Financial Statements . 7–48

Report of Independent AuditorsTo the Board of Directors ofPartners HealthCare System, Inc. and AffiliatesWe have audited the accompanying consolidated financial statements of Partners HealthCareSystem, Inc. and Affiliates (Partners HealthCare), which comprise the consolidated balance sheets as ofSeptember 30, 2018 and 2017, and the related consolidated statements of operations, changes in netassets and cash flows for the years then ended.Management’s Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation and fair presentation of the consolidated financialstatements 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 preparationand fair presentation of consolidated financial statements that are free from material misstatement,whether due to fraud or error.Auditors’ ResponsibilityOur responsibility is to express an opinion on the consolidated financial statements based on our audits.We conducted our audits in accordance with auditing standards generally accepted in the United States ofAmerica. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe consolidated financial statements. The procedures selected depend on our judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due tofraud or error. In making those risk assessments, we consider internal control relevant to PartnersHealthCare’s preparation and fair presentation of the consolidated financial statements in order to designaudit procedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of Partners HealthCare’s internal control. Accordingly, we express no suchopinion. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of significant accounting estimates made by management, as well as evaluating theoverall presentation of the consolidated financial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion.PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Suite 500, Boston, MA 02210T: (617) 530 5000, F: (617) 530 5001, www.pwc.com/us

OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all materialrespects, the financial position of Partners HealthCare System, Inc. and Affiliates as of September 30,2018 and 2017, and the results of their operations, changes in net assets and their cash flows for theyears then ended in accordance with accounting principles generally accepted in the United States ofAmerica.Boston, MassachusettsDecember 7, 20182

Partners HealthCare System, Inc. and AffiliatesConsolidated Balance SheetsSeptember 30, 2018 and 2017(in thousands of dollars)2018AssetsCurrent assetsCash and equivalentsInvestmentsCurrent portion of investments limited as to usePatient accounts receivable, net of allowance for bad debts(2018 - 119,602; 2017 - 114,680)Research grants receivableOther current assetsReceivable for settlements with third-party payers 96 18,303,531 16,871,758 Investments limited as to use, less current portionLong-term investmentsNet pledges and contributions receivable, less current portionProperty and equipment, netOther assetsLiabilities and Net AssetsCurrent liabilitiesCurrent portion of long-term obligationsAccounts payable and accrued expensesAccrued medical claims and related expensesAccrued employee compensation and benefitsAccrual for settlements with third-party payersUnexpended funds on research grants 1,078,086154,449517,812115,561Total current assetsTotal 62452,348265,253Total current liabilities2,427,9422,650,453Accrued professional liabilityAccrued employee benefitsInterest rate swaps liabilityAccrued otherLong-term obligations, less current ,972,5817,464,109 18,303,531 16,871,758Total liabilitiesCommitments and contingenciesNet assetsUnrestrictedTemporarily restrictedPermanently restrictedTotal net assetsTotal liabilities and net assetsThe accompanying notes are an integral part of these consolidated financial statements.3

Partners HealthCare System, Inc. and AffiliatesConsolidated Statements of OperationsYears Ended September 30, 2018 and 2017(in thousands of dollars)2018Operating revenueNet patient service revenue, net of provision forbad debts (2018 - 165,861; 2017 - 139,554)Premium revenueDirect academic and research revenueIndirect academic and research revenueOther revenue Total operating 17 913,371,063Operating expensesEmployee compensation and benefit expensesSupplies and other expensesMedical claims and related expensesDirect academic and research expensesDepreciation and amortization expensesInterest 2,348Total operating 5,268321,389Total nonoperating gains, net516,706606,527Excess of revenues over 9,26044,384915,409735Income from operationsNonoperating gains (expenses)Income from investmentsChange in fair value of interest rate swapsGifts and other, net of fundraising and other expensesAcademic and research gifts, net of expensesContribution income - affiliatesOther changes in net assetsChange in net unrealized appreciation on marketable investmentsFunds utilized for property and equipmentChange in funded status of defined benefit plansOtherIncrease in unrestricted net assets 1,184,165 1,828,885The accompanying notes are an integral part of these consolidated financial statements.4

Partners HealthCare System, Inc. and AffiliatesConsolidated Statements of Changes in Net AssetsYears Ended September 30, 2018 and 2017(in thousands of dollars)Net assets at September 30, 2016Unrestricted Increases (decreases)Income from operationsIncome from investmentsChange in fair value of interest rate swapsGifts and otherAcademic and research gifts, net of expensesContribution income - affiliatesChange in net unrealized appreciation onmarketable investmentsFunds utilized for property and equipmentChange in funded status of defined benefit plansOtherChange in net assetsNet assets at September 30, 2017Increases (decreases)Income from operationsIncome from investmentsChange in fair value of interest rate swapsGifts and otherAcademic and research gifts, net of expensesContribution income - affiliatesChange in net unrealized appreciation onmarketable investmentsFunds utilized for property and equipmentChange in funded status of defined benefit plansOtherChange in net assetsNet assets at September 30, 20184,060,285TemporarilyRestricted ,5392,120209,26044,384915,40973559,522(16,781)- 623,186Total 4(18,598)(11,744)1,184,165 790,886PermanentlyRestricted7,073,33585841162,930 1,050,461(81,794)20,454399,318(1,470)161,377 848,7851,508,472 8,972,581The accompanying notes are an integral part of these consolidated financial statements.5

Partners HealthCare System, Inc. and AffiliatesConsolidated Statements of Cash FlowsYears Ended September 30, 2018 and 2017(in thousands of dollars)2018Cash flows from operating activitiesChange in net assetsAdjustments to reconcile change in net assets to net cashprovided by operating activitiesContribution income - affiliatesChange in funded status of defined benefit plansLoss on refunding of debtChange in fair value of interest rate swapsDepreciation and amortizationProvision for bad debtsAmortization of bond discount, premium and issuance costsLoss (gain) on disposal of propertyNet realized and change in unrealized appreciation on investmentsRestricted contributions and investment incomeCash premium upon issuance of bondsIncreases (decreases) in cash resulting from a change inPatient accounts receivableOther assetsAccounts payable and other accrued expensesAccrued medical claims and related expensesSettlements with third-party payers Net cash provided by operating activitiesCash flows from investing activitiesPurchases of property and equipmentProceeds from sale of propertyPurchase of investmentsProceeds from sales of investmentsCash acquired through affiliations, net1,508,4722017 104(2,418,133)2,669,58839,244Net cash used for investing activities(1,380,441)(456,302)Cash flows from financing activitiesBorrowings under line of creditPayments on long-term obligationsProceeds from long-term obligations, net of financing costsDeposits into refunding trustsRestricted contributions and investment ,755)132,714Net cash provided by financing activitiesNet decrease in cash and equivalentsCash and equivalentsBeginning of yearEnd of year 3 739,117The accompanying notes are an integral part of these consolidated financial statements.6

Partners HealthCare System, Inc. and AffiliatesNotes to Consolidated Financial StatementsSeptember 30, 2018 and 2017(in thousands of dollars)1.Organization and Community Benefit CommitmentsPartners HealthCare System, Inc. (PHS) is the sole member of The Massachusetts GeneralHospital (MGH), Brigham Health, Inc. (BH), NSMC HealthCare, Inc. (NSMC), Newton-WellesleyHealth Care System, Inc. (NWHCS), Foundation of the Massachusetts Eye and Ear Infirmary, Inc.(MEEI), Partners Continuing Care, Inc. (PCC), Partners HealthCare International, LLC (PHI) andNeighborhood Health Plan, Incorporated (NHP). The two physicians who serve as the Presidentand Chief Executive Officer of PHS (PHS CEO) and the Chief Clinical Officer of PHS are themembers of Partners Community Physicians Organization, Inc. (PCPO). PHS, together with all ofits affiliates, is referred to as “Partners HealthCare.”Partners HealthCare currently operates academic medical centers, community acute carehospitals, facilities that provide both inpatient and outpatient mental health services andrehabilitation medicine and long-term care services. Partners HealthCare also operates physicianorganizations and practices, a home health agency, nursing homes and a graduate level programfor health professions. Partners HealthCare provides services to patients primarily from theGreater Boston area as well as New England and beyond. In addition, Partners HealthCare is anonuniversity-based non-profit private medical research enterprise and is a principal teachingaffiliate of the medical and dental schools of Harvard University. Partners HealthCare alsooperates a licensed, not-for-profit managed care organization that provides health insuranceproducts and administrative services to the Massachusetts Medicaid program (MassHealth),ConnectorCare (a state subsidized program for adults who meet income and immigrationguidelines) and commercial populations.PHS and substantially all of its affiliates are tax-exempt organizations under Section 501(c)(3) ofthe Internal Revenue Code (IRC) or disregarded entities for tax purposes. NHP is a tax-exemptorganization under Section 501(c)(4) of the IRC.In December 2017, the U.S. Government enacted comprehensive tax legislation commonlyreferred to as the Tax Cuts and Jobs Act (Tax Act). The Tax Act, which is effective in phasesbeginning in 2018, makes broad and complex changes to the U.S. tax code. Beginning in 2018,the Tax Act requires Partners HealthCare to consider certain transportation fringe benefits providedto employees as taxable unrelated business income. In addition, beginning in 2019, PartnersHealthCare will be required to pay an excise tax on compensation paid to executives above an IRSestablished threshold and will be required to determine unrelated business income or loss on anactivity-by-activity basis. Partners HealthCare has recognized tax expense of 14,856 as ofSeptember 30, 2018.Community BenefitPartners HealthCare’s community benefit programs include working with communities to address anumber of public health issues including racial disparities, alcohol and substance abuse amongyoung people, infant mortality, domestic violence and cancer. Partners HealthCare provideseconomic opportunity for low income Boston residents by helping people advance into nursing andother healthcare careers through its public-school partnerships and workforce developmentprograms. In addition, twenty community health centers are licensed by or affiliated with PartnersHealthCare entities and provide high quality, culturally competent primary care and access toPartners HealthCare’s hospitals. Partners HealthCare invests in these health centers’infrastructure, programming and operation and also helps with relocation, renovation and othercapital requirements.7

Partners HealthCare System, Inc. and AffiliatesNotes to Consolidated Financial StatementsSeptember 30, 2018 and 2017(in thousands of dollars)The Massachusetts Attorney General’s Community Benefits Guidelines direct non-profit acute carehospitals and health maintenance organizations to prepare annual reports documenting the statusand level of their community benefit programs and initiatives. These annual reports serve theimportant purpose of providing the public with access to useful information about these programsand initiatives. Partners HealthCare files its report annually with the Massachusetts AttorneyGeneral. The report summarizes community benefit activities on a system-wide basis. In addition,each of the acute care hospitals within Partners HealthCare has a community benefit planning andservice delivery structure and files separate community benefit reports. NHP also files acommunity benefit report annually.Uncompensated CarePartners HealthCare provides care to all patients regardless of their ability to pay. The cost ofproviding that care is reflected in the statements of operations. The cost related to those patientsfor which Partners HealthCare receives either partial or no reimbursement for healthcare servicesprovided is summarized below.State ProgramsMassachusettsMassachusetts acute care hospitals are partially reimbursed for charity care services through thestatewide Health Safety Net Trust Fund (HSN) established under Massachusetts law. A portion ofthe funding for the HSN is paid by an assessment on acute care hospitals charges for privatesector payers. The statewide assessment was 165,308 in both 2018 and 2017 and theassessment expense on Partners HealthCare’s acute care hospitals was 58,794 and 59,242 in2018 and 2017, respectively.Acute care hospitals are reimbursed for charity care based on claims for eligible patients andeligible services that are submitted to and adjudicated by the HSN. Payments are based onMedicare rates and payment policies. The HSN was under-funded by approximately 14,421 and 23,004 in 2018 and 2017, respectively. This shortfall is allocated to hospitals based on theirshare of total statewide patient care costs with approximately 3,686 and 5,695 in 2018 and 2017,respectively, allocated to Partners HealthCare’s acute care hospitals. Each hospital’s share of theoverall state shortfall cannot exceed its total charity care reimbursement. Hospitals with a highproportion of charity care and government funding receive more favorable reimbursement,including limiting their shortfall allocation to no more than 15% of their payments for charity care. Inaggregate, Partners HealthCare’s acute care hospitals received charity care funding covering 72%and 79% of the estimated cost of charity care provided in 2018 and 2017, respectively.The Commonwealth of Massachusetts (the Commonwealth) levies an additional assessment onhospitals that is redistributed to the hospitals based on certain pay-for-reporting (in 2017) and payfor-performance (in 2018 and beyond) criteria. The total assessment was 257,500 in both 2018and 2017 and the assessment expense on Partners HealthCare’s hospitals was 93,041 and 92,172 in 2018 and 2017, respectively. The total amount redistributed to hospitals was 265,000in both 2018 and 2017 of which Partners HealthCare’s hospitals received 61,734 and 60,720 in2018 and 2017, respectively.Effective October 1, 2017, the Commonwealth implemented an assessment on post-acutehospitals. The assessment expense on Partners HealthCare’s post-acute hospitals was 7,482 in2018.8

Partners HealthCare System, Inc. and AffiliatesNotes to Consolidated Financial StatementsSeptember 30, 2018 and 2017(in thousands of dollars)New HampshireThe State of New Hampshire (New Hampshire) imposes a Medicaid Enhancement Tax (MET) onhospital net patient service revenue. For New Hampshire’s fiscal years ended June 30, 2018 and2017, the MET imposed was 5.4% in both years. The amount of MET incurred by WentworthDouglass Hospital was 14,033 and 11,683 in 2018 and 2017, respectively.New Hampshire acute care hospitals received disproportionate share payments based on a portionof their uncompensated care relative to other acute care hospitals. Wentworth-Douglass Hospitalreceived 9,796 and 10,963 in 2018 and 2017, respectively.MedicaidMedicaid is a health insurance program jointly funded by the states and the federal government.Each state administers its own program and sets rules for eligibility, benefits and providerpayments within broad federal guidelines and in some cases, including the Commonwealth, withina Waiver Agreement between the state and the federal government. The program provides healthcare coverage to low-income adults and children. Eligibility is determined by a variety of factorswhich include income relative to the federal poverty line, age, immigrant status and assets.Medicaid payments to Partners HealthCare providers do not cover the full cost of services providedto Medicaid patients. In aggregate, reimbursement from Medicaid covered 67% and 65% of theestimated cost of services provided in 2018 and 2017, respectively.In 2018, the Commonwealth revamped its Medicaid program by creating a number of AccountableCare Organizations (ACO) across the state to provide care for eligible Medicaid participants. Aspart of this redesign, Partners HealthCare created its own ACO to participate in the MassHealthACO program with the goal of providing better coordination of care for MassHealth members. Inaddition, NHP is participating in the ACO program with a community health center (My CareFamily) to provide coverage to certain MassHealth members in the Merrimack Valley region.Federal ProgramMedicareMedicare is a federally sponsored health insurance program for people age 65 or older, under age65 with certain disabilities and any age with End-Stage Renal Disease. Medicare’s paymentshistorically have not kept pace with increases in the cost of care provided at many hospitals.Additionally, payments to physicians have seen little or no increases over the past several years.Compounding this shortfall in payments is the continued shift of care from higher paying inpatientservices to lower paying outpatient services.Consequently, Medicare payments to Partners HealthCare providers do not cover the full cost ofservices provided. In aggregate, reimbursement from Medicare covered approximately 72% and70% of the estimated cost of services provided in 2018 and 2017, respectively.9

Partners HealthCare System, Inc. and AffiliatesNotes to Consolidated Financial StatementsSeptember 30, 2018 and 2017(in thousands of dollars)SummaryFor charity care, Medicaid and Medicare, the estimated cost of services provided is either obtaineddirectly from a costing system or based on an entity specific ratio of cost to gross charges. In thelatter case, cost is derived by applying this ratio to gross charges associated with providing care tocharity care, Medicaid and Medicare patients. The following summarizes, by program, the cost ofservices provided, net reimbursement and cost of services in excess of reimbursement for eachyear:Years Ended September 30,20182017Cost of services providedCharity careMedicaidMedicareNet reimbursementCharity careMedicaidMedicareCost of services in excess of reimbursementCharity careMedicaidMedicare 79,4371,179,0953,604,603 63,3271,165,8003,362,075 4,863,135 4,591,202 45,840789,8222,596,740 40,726754,0432,348,122 3,432,402 3,142,891 33,597389,2731,007,863 22,601411,7571,013,953 1,430,733 1,448,311Bad DebtsIn addition to charity care and inadequate funding from the Medicaid and Medicare programs, thereare significant losses related to self-pay patients who fail to make payment for services rendered orinsured patients who fail to remit co-payments and deductibles as required under the applicablehealth insurance arrangement. The provision for bad debts represents charges for servicesprovided that are deemed to be uncollectible and was 165,861 and 139,554 in 2018 and 2017,respectively. The estimated cost of providing these services was approximately 60,660 and 49,501 for 2018 and 2017, respectively.10

Partners HealthCare System, Inc. and AffiliatesNotes to Consolidated Financial StatementsSeptember 30, 2018 and 2017(in thousands of dollars)2.Summary of Significant Accounting PoliciesBasis of AccountingThe accompanying consolidated financial statements have been prepared on the accrual basis ofaccounting and include the accounts of PHS and its affiliates. Significant interaffiliate accounts andtransactions have been eliminated.Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally acceptedin the United States of America requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual results could differ from those estimates. Significantestimates are made in the areas of patient accounts receivable, research grants receivable,investments, receivables and accruals for settlements with third-party payers, accrued medicalclaims and related expenses, accrued professional liability, accrued employee compensation andbenefits, interest rate swaps and accrued other.Fair Value of Financial InstrumentsThe fair value of financial instruments approximates the carrying amount reported in theconsolidated balance sheets for cash and equivalents, certain investments and investments limitedas to use, patient accounts receivable, research grants receivable, accounts payable and accruedexpenses and interest rate swaps. More information can be found in Note 6, Fair ValueMeasurements.Cash and EquivalentsCash and equivalents represent cash, registered money market funds and highly liquid debtinstruments with a maturity at the date of purchase of three months or less. Partners HealthCare’scash and equivalents are maintained with several national banks, and cash deposits typicallyexceed federal insurance limits. It is Partners HealthCare’s policy to monitor these banks’ financialstrength on an ongoing basis, and no losses have been experienced to date.InvestmentsInvestments in equity securities with readily determinable fair values and all investments in debtsecurities (marketable investments) are measured at fair value based on quoted market prices.The change in net unrealized appreciation on these marketable investments is excluded fromexcess of revenues over expenses. Investments in securities sold short or traded on a nationalsecurities exchange are valued based on quoted market prices.Investments in securities that are not traded and restricted securities of public companies arevalued based on amounts reported by the fund manager and evaluated by management. Thereported value of these investments represents the amount Partners HealthCare would expect toreceive if it liquidated its investments at the balance sheet date on a nondistressed basis.Investments in hedge funds, private equity, private debt and other private partnerships (collectively,private partnerships) for which Partners HealthCare owns more than 5% of the overall investmentare generally recorded as equity method investments. The change in value of equity methodinvestments is included in excess of revenues over expenses as a component of income frominvestments. All other investments, including alternative investments, are recorded at cost.11

Partners HealthCare System, Inc. and AffiliatesNotes to Consolidated Financial StatementsSeptember 30, 2018 and 2017(in thousands of dollars)Income from investments (including realized gains and losses, change in value of equity methodinvestments, interest, dividends and endowment income distributions) is included in excess ofrevenues over expenses unless the income or loss is restricted by donor or law. Income frominvestments is reported net of investment-related expenses.Investments whose cost exceeds fair value are reviewed each quarter to determine whether theseinvestments are other-than-temporarily impaired. Externally managed marketable investments withfair value below cost are considered to be other-than-temporarily impaired and, accordingly, theunrealized depreciation is recognized as realized losses through a write-down in the cost basis ofthese investments. All other investments are subject to a further review, which considers factorsincluding the anticipated holding period for the investment and the extent and duration of belowcost valuation. A similar write-down is recorded when the impairment on these investments hasbeen judged to be other-than-temporary.Depending on any donor-imposed restrictions on the underlying investments, the amount of thewrite-down is reported as a realized loss in either temporarily restricted net assets or in excess ofrevenues over expenses as a component of income from investments, with no adjustment in thecost basis for subsequent recoveries.Partners HealthCare has an endowment spending policy for pooled endowment funds. A fixeddistribution rate for spending is determined each year which will come from either income and/ornet accumulated appreciation.Investments Limited as to UseInvestments limited as to use primarily includes assets whose use is contractually limited byexternal parties as well as assets set aside by the boards (or management) for identified purposesand over which the boards (or management) retain control such that the boards (or management)may, at their discretion, subsequently use such assets for other purposes. Certain investmentscorresponding to deferred compensation are accounted for such that all income and appreciation(depreciation) is recorded as a direct addition (reduction) to the asset and corresponding liability.Derivative InstrumentsDerivatives are recognized on the balance sheet at fair value with changes in the fair valuerecorded in excess of revenues over expenses.Patient Accounts ReceivablePartners HealthCare receives payments for services rendered from federal and state agencies(under the Medicare and Medicaid programs), managed care payers, commercial insurancecompanies and patients. Patient accounts receivable are reported net of contractual allowancesand reserves for denials, uncompensated care and doubtful accounts. The level of reserves isbased upon management’s assessment of historical and expected net collections, business andeconomic conditions, trends in federal and state governmental and private employer health carecoverage and other collect

for health professions. Partners HealthCare provides services to patients primarily from the Greater Boston area as well as New England and beyond. In addition, Partners HealthCare is a nonuniversity-based non-profit private medical research enterprise and is a principal teaching affiliate of the medical and dental schools of Harvard University .