Financial Statements and Report of Independent Certified Public Accountants. AU Medical Center, Inc. (a component unit of AU Health System, Inc.

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1 Financial Statements and Report of Independent Certified Public Accountants AU Medical Center, Inc. June 30, 2017 and 2016

2 AU Medical Center, Inc. Table of contents Management s discussion and analysis (unaudited) 1-11 Report of Independent Certified Public Accountants Financial statements: Statements of net position Statements of revenues, expenses and changes in net position 16 Statements of cash flows Notes to financial statements 19-41

3 AU Medical Center, Inc. 1 Management s discussion and analysis (unaudited) (dollars in thousands) Introduction AU Medical Center, Inc. (the Company or AUMC) is a nonprofit corporation organized to further the health sciences, patient care, research and education missions of Augusta University (the University or AU). The Company s operations and contributions can be briefly summarized as follows: Table 1 Summary Statistics and Investments in Missions by Company A summarized comparison of the Company s volume statistics and amounts invested in missions for the years ended June 30, 2017, 2016 and 2015, follows: Discharges 21,166 19,946 19,510 Outpatient visits 381, , ,403 $ $ $ Margin allocation - 3,989 1,154 Charity at cost 34,845 45,932 35,892 Graduate medical education 33,333 32,362 30,285 Capital expenditures 32,251 21,197 39,741 Overview of the Financial Statements and Financial Analysis The following discussion and analysis provides an overview of the financial position and performance of the Company as of and for the years ended June 30, 2017 and 2016, with selected comparative information as of and for the year ended June 30, It includes the financial statements of AU Medical Center, Inc., AU Health SPC, and AU Health SPC-AU Medical Center SP. This discussion has been prepared by management and should be read in conjunction with the financial statements and the notes therein. Unless otherwise indicated, dollar amounts are in thousands. The Company s annual financial report includes: statements of net position, statements of revenues, expenses, and changes in net position, statements of cash flows and the notes to the financial statements. These basic financial statements and related notes provide information about the financial activities of the Company. The Company s Net Position The statement of financial position presents the financial position of the Company at the end of the fiscal year and includes all of the Company s assets and liabilities. The difference between total assets and total liabilities is net position. Net position is one indicator of the current financial condition of the Company at a point in time, while the change in net position is an indication of whether the Company s overall financial condition improved or worsened during the year. Assets and liabilities are generally measured using current or net realizable value. One notable exception is capital assets, which are stated at historical cost less accumulated depreciation.

4 AU Medical Center, Inc. 2 Table 2 Assets, Liabilities and Net Position A summarized comparison of the Company s assets, liabilities and net position at June 30, 2017, 2016 and 2015, follows: $ $ $ Current assets 236, , ,391 Noncurrent assets 363, , ,124 Total assets 600, , ,515 Current liabilities 113, ,550 91,441 Noncurrent liabilities 200, , ,977 Total liabilities 314, , ,418 Invested in capital assets, net of related debt 77,344 54,463 56,517 Unrestricted 209, , ,580 Total net position 286, , ,097 Assets Table 3 Components of Current Assets A comparison of current assets as of June 30, 2017, 2016 and 2015, follows: $ $ $ Cash and cash equivalents 30,871 26,287 35,351 Short-term investments 34,193 34,296 33,774 Internally designated cash, cash equivalents and short-term investments 5,662 4,003 3,500 Patient accounts receivable, net 98,133 88,796 77,875 Third-party payor receivables 13,262 17,538 4,488 Other receivables 17,226 9,646 8,838 Inventory 18,877 18,873 15,783 Other current assets 18,598 25,143 17, , , ,391 Significant changes to current assets are due to the following: Patient accounts receivables, net of allowance for doubtful accounts, increased $9.3 million or 10.5% in 2017 and $10.9 million or 14.0% in 2016, due to increased net patient revenue and aging of accounts toward the end of the fiscal year. Third-party payor receivables decreased $4.3 million or 24.4% in 2017 and increased $13.1 million or 0.3% in 2016 due to timing of supplemental payments from the State of Georgia. These balances reflect payments due from third-party programs. Other current assets decreased $6.5 million or 26.0% in 2017 and increased $7.4 million or 41.4% in 2016 due to changes in prepaid items from a service agreement with a global supplier of health information technology, solutions, services, and hardware. Detailed information regarding changes to cash and cash equivalents and short-term investments is included in the statements of cash flows.

5 AU Medical Center, Inc. 3 Table 4 Components of Noncurrent Assets A comparison of noncurrent assets as of June 30, 2017, 2016 and 2015, follows: $ $ $ Investments 95, , ,655 Capital assets, net 262, , ,522 Notes receivable from related party Other 6,354 17,702 2, , , ,124 Significant changes to noncurrent assets are due to the following: Capital assets increased $7.4 million or 2.9% in 2017 and decreased $11.8 million or 4.4% in Capital expenditures were $32.3 million in 2017 and $21.2 million in 2016, net of amounts accrued at year-end and amounts financed under the capital lease obligation. These additions to capital assets were offset by asset depreciation and disposals. Changes in the balances from year-to-year are primarily due to capital expenditures related to capital lease obligations for imaging equipment, patient monitoring technology, and a unified communication system. Additionally, outflows for capital expenses relate to clinical expansion, information technology, and facility improvements. Other noncurrent assets decreased $11.3 million or 64.1% in 2017 and increased $15.1 million or 593.6% in 2016 due to changes in the collateral posted with the interest rate swap counterparty. Liabilities Total liabilities decreased by $15 million or 4.6% due primarily to the mark to market valuation of the interest rate swap at June 30, 2017 and a decrease in capital lease obligations related to application of principal payments. Total liabilities increased $12.9 million or 4.1% from June 30, 2015 to June 30, 2016, primarily due to timing of payments for related party obligations. Net Position The increase in net position invested in capital assets of $22.9 million or 42.0% from June 30, 2016 to June 30, 2017, was primarily due to capital expenditures made from operating funds. The decrease in net position invested in capital assets of $2.1 million or 3.6% from June 30, 2015 to June 30, 2016, was primarily due to the difference in capital expenditures made from operating funds (as opposed to bond proceeds) and the depreciation and disposal of existing capital assets. Debt-financed capital assets are not reflected in net assets invested in capital assets until the related debt is paid down. Unrestricted net position decreased by $16.8 million or 7.4% from June 30, 2016 to June 30, 2017, and $0.6 million or 0.3% from June 30, 2015 to June 30, Operating Results and Changes in the Company s Net Position The statement of revenues, expenses and changes in net position represents the results of the Company s operations and other changes in net position for the year.

6 AU Medical Center, Inc. 4 Table 5 Operating Results and Changes in Net Position A summarized comparison of revenues, expenses and changes in net position for the years ended June 30, 2017, 2016 and 2015, follows: Change in financial position: $ $ $ Operating revenues 666, , ,352 Operating expenses 663, , ,980 Operating income 3,509 19,316 15,372 Nonoperating revenue (expense): Interest expense (7,739) (7,486) (7,717) Investment income, net 4,115 4,149 2,230 Unrealized gain (loss) on interest rate sw ap 10,072 (8,726) (2,034) Net gain (loss) on disposition of capital assets 360 (525) (1,187) Net loss on asset impairment - (356) - Supplemental contribution to the AU Early Retirement Program (5,633) (5,822) (6,015) Increase in net position before combined margin allocation, additions to permanent endowments, restricted contributions and restricted investment income 4, Nonoperating expense Combined margin allocation - (3,989) (1,154) Increase (decrease) in net position before additions to permanent endowments, restricted contributions and restricted investment income 4,684 (3,439) (505) Operating Revenues Table 6 Operating Revenues A summarized comparison of the components of operating revenues for the years ended June 30, 2017, 2016 and 2015, follows: $ $ $ Net patient service revenue 596, , ,365 Revenue from contractual services 29,810 28,841 28,569 Other operating revenue 39,981 32,486 23, , , ,352 Table 7 Operating Revenues Percentages A summarized comparison by percentage of the components of operating revenues for the years June 30, 2017, 2016 and 2015, follows: Net patient service revenue 89.5% 90.4% 91.3% Revenue from contractual services 4.5% 4.5% 4.8% Other operating revenue 6.0% 5.1% 3.9% 100.0% 100.0% 100.0%

7 AU Medical Center, Inc. 5 Net patient service revenue is primarily driven by the volume and payor mix of patients treated. A comparative summary of patient activity statistics for the years ended June 30, 2017, 2016 and 2015, follows: Table 8 Patient Activity Statistical Summary Inpatient admissions 20,364 19,073 18,580 Outpatient visits 381, , ,403 Emergency room visits 85,983 87,676 89,415 The Company s inpatient admissions increased from 2016 to 2017 by 6.8% and increased from 2015 to 2016 by 2.7%. The combined total for emergency room visits and outpatient visits decreased by 0.3% from 2016 to 2017 and increased by 3.0% from 2015 to The majority of patient care revenue is received under contractual arrangements with governmental payors and managed care insurers. The following charts show the distribution of gross patient service revenue by primary payor source for the years ended June 30, 2017, 2016 and 2015: Payors FY 2017 Other 8% Managed Care 28% Self-Pay 8% Medicaid and Medicaid Pending 21% Medicare 35% Self-Pay 7% Other 7% Managed Care 28% Payors FY 2016 Other 7% Self-Pay 7% Managed Care 28% Payors FY 2015 Medicaid and Medicaid Pending 23% Medicare 35% Medicaid and Medicaid Pending 24% Medicare 34%

8 AU Medical Center, Inc. 6 Table 9 Components of Net Patient Service Revenue A comparison of the components of net patient service revenue for the years ended June 30, 2017, 2016 and 2015, follows: $ $ $ Gross patient service revenue 2,402,009 2,234,221 1,990,441 Georgia Medicaid Indigent Care Trust Fund revenue 6,500 10,663 8,152 Georgia Medicaid upper payment limit revenue 13,000 14,863 19,347 South Carolina Medicaid disproportionate share revenue 3,952 3,522 4,207 Provision for contractual adjustments (including charity care) (1,769,751) (1,628,546) (1,432,379) Provision for doubtful accounts (58,869) (54,381) (46,403) 596, , ,365 Gross patient service revenue increased by $167.8 million or 7.5% from 2016 to 2017 and $243.8 million or 12.2% from 2015 to 2016 due to a 5% rate increase implemented in January 2016 and an increase in the severity and complexity of inpatient cases. The Company is generally reimbursed by governmental and third-party payors based on negotiated fixed rates that are not dependent on the Company s billed gross charges. Annual increases in these rates are set through government regulation or third-party contracts and tend to not keep pace with the Company s implemented rate increases. This results in increases to the provision for contractual adjustments that outpace increases in gross charges on a percentage basis. The provision for contractual adjustments increased $141.2 million or 8.7% in 2017 and $196.2 million or 13.7% in The Company makes a provision for accounts on which collection is deemed doubtful. Changes in this provision occur due to rate increases implemented by the Company, changes in payor mix, collection performance and the classification of account write-offs as bad debt (which is a component of the provision for doubtful accounts) and charity care (which is a component of the provision for contractual adjustments). The provision for doubtful accounts increased $4.5 million or 8.3% in 2017 due to patients with higher deductible insurance plans increasing patient liabilities and the Company lowered the income limits on the charity care policy to the Affordable Care Act income limits. The provision for doubtful accounts increased $8 million or 17.2% in 2016 due to the 5% charge increase in January Certain state programs include supplemental payments that are made outside of individual claim reimbursements. Changes associated with these state programs resulted from annual reimbursement determinations that are made at the discretion of the state responsible for administering the associated program. The net reimbursement benefits associated with these programs are recognized as a reduction in the associated contractual adjustments. A summary of changes in these components follows: Georgia Medicaid Indigent Care Trust Fund revenue decreased by $4.2 million or 39% in 2017 and increased $2.5 million or 30.8% in Georgia Medicaid upper payment limit revenue decreased $1.9 million or 12.5% in 2017 and $4.5 million or 23.2% in South Carolina Medicaid disproportionate share program revenue increased $430 thousand or 12.2% in 2017 and decreased $685 thousand or 16.3% in 2016.

9 AU Medical Center, Inc. 7 Other operating revenues increased by $7.5 million or 23.1% in 2017 from 2016 and $9.1 million or 38.7% from 2015 to The increase in 2017 is primarily attributable to the development of a 340B contract pharmacy program allowing outside pharmacy providers to dispense drugs to the Company s patients at a reduced cost and reimbursing the Company for the revenue. The Company replenishes the contract pharmacy s inventory at the 340B pricing. The increase in 2016 is primarily attributable to the opening of a specialty pharmacy that supplies medications for treating highly complex disease states. Operating Expenses A summarized comparison of operating expenses for the years ended June 30, 2017, 2016 and 2015, follows: Table 10 Operating Expenses $ $ $ Salaries and w ages 239, , ,149 Employee benefits and payroll taxes 52,633 49,830 47,665 Purchased services 70,445 71,831 69,779 Medical and surgical supplies 162, , ,966 Insurance 7,337 6,503 4,309 Non-medical supplies and other expenses 47,090 39,889 43,750 Depreciation and amortization 33,575 32,251 30,023 IT and telecommunications 37,302 34,255 28,403 Repairs and maintenance 12,672 11,748 9, , , ,980 The primary components of changes in operating expenses are: Increases in salaries and wages ($14.4 million or 6.4% in 2017 and $9.7 million or 4.5% in 2016) Increases in employee benefits and payroll taxes ($2.8 million or 5.6% in 2017 and $2.2 million or 4.5% in 2016) Fluctuations in purchased services (decrease of $1.4 million or 1.9% in 2017 and increase of $2.1 million or 2.9% in 2016) Increases in medical and surgical supplies expense ($11.6 million or 7.7% in 2017 and $20.3 million or 15.5% in 2016) Fluctuations in non-medical supplies and other expense (increase of $7.2 million or 18.1% in 2017 and decrease of $3.9 million or 8.8% in 2016) Increases in IT and telecommunications expense ($3 million or 8.9% in 2017 and $5.9 million or 20.6% in 2016) Increases in depreciation and amortization ($1.3 million or 4.1% in 2017 and $2.2 million or 7.4% in 2016) The increase in IT and telecommunications expense in 2016 and 2017 is primarily the result of the outsourcing of certain services which were performed by Company employees in 2015 and in prior years were included in salaries and wages. In 2017, the net increase in total operating expenses of $40.8 million or 6.6% is primarily the result of the increase in medical and surgical supplies due to an increase in case complexity, higher utilization of ambulatory infusions, an increase in retail and specialty pharmacy services, and the replenishment of inventory for the 340B contract pharmacy program.

10 AU Medical Center, Inc. 8 In 2016, the net increase in total operating expenses of $42.4 million or 7.3% is primarily the result of the increase in medical and surgical supplies due to an increase in case complexity, an increase in ambulatory surgery cases, higher utilization of ambulatory infusions, and an increase in retail and specialty pharmacy services. Nonoperating Revenues and Expenses As presented in Table 5, nonoperating revenues and expenses consist of interest expense, investment income, unrealized gain (loss) on interest rate swap, net loss on disposition of capital assets, net loss on asset impairment, supplemental contribution to the Augusta University (AU or the University) Early Retirement Program and combined margin allocation. Interest Expense The Company incurs interest expense on its short-term borrowings, long-term borrowings and the combined margin allocation to AU. The Company experienced an increase in interest expense in 2017, net of capitalized interest, of $253,000 or 3.4% and a decrease for 2016 of $231,000 or 3.0%. The increase in 2017 related primarily to the increase in the London Inter Bank Offered Rate (LIBOR). The decrease in 2016 related primarily to the modification of the terms of the 2012 note payable. Investment Income Table 11 Components of Net Investment Income A summarized comparison of net investment income for the years ended June 30, 2017, 2016 and 2015, follows: $ $ $ Dividend and interest income 2,992 3,401 3,637 Net realized gain on investments 1, ,558 Net change in unrealized gains (losses) on investments (2,359) Management fees (426) (521) (606) 4,115 4,149 2,230 During the year ended June 30, 2017, as compared to fiscal 2016, the Company experienced a decrease in net investment income of $34,000 or 0.8%. This decrease is a result of the decrease in unrealized gains and interest income. During the year ended June 30, 2016, as compared to fiscal 2015, the Company experienced an increase in net investment income of $1.9 million or 86.0%. This increase is primarily a result of the increase in unrealized gains. Unrealized Gain / Loss on Interest Rate Swap In 2017 and 2016, the Company recorded changes to the fair value of the interest rate swap associated with the Series 2014A and 2014B Bonds as unrealized gains or losses. Changes to the fair value of the interest rate swap occur due to changes in the London Inter Bank Offered Rate (LIBOR) that have occurred since the initiation of the swap on April 1, Decreases in LIBOR result in unrealized losses and increases in LIBOR result in unrealized gains. The Company recorded an unrealized gain of $10.1 million in 2017 and a loss of $8.7 million in Net Losses and Gains on Disposition of Capital Assets On the routine disposition of capital assets, the Company recorded a net gain and a net loss of approximately $360,000 and $525,000 in 2017 and 2016, respectively.

11 AU Medical Center, Inc. 9 Supplemental Contribution to AU s Early Retirement Program Supplemental contributions made to a related party, AU, for individuals who participated in an early retirement program offered prior to the official commencement of operations by the Company on July 1, 2000, are included in nonoperating expenses. The expense for the early retirement program was $5.6 million for 2017, $5.8 million for 2016 and $6.0 million for For additional information, refer to Note 12 to the accompanying financial statements. Combined Margin Allocation Under the Master Lease Agreement, an operating agreement with the Board of Regents of the University System of Georgia (Regents) effective July 1, 2000 and that was in effect for 2016 and 2015, the Company was required to pay an annual margin allocation calculated as 40% of its adjusted defined income, as defined in the Master Lease Agreement. Under the Personnel Agreement, a separate operating agreement with Regents effective July 1, 2003, the Company was required to make an annual margin allocation contribution calculated as 3% of its adjusted defined income. Based on the Company s statement of revenues, expenses and changes in net position, adjusted defined income is the change in unrestricted net position, excluding unrealized gains and losses related to changes in the fair value of the interest rate swap. The 40% payment and 3% contribution together represent the combined margin allocation. Table 12 Components of Combined Margin Allocation A comparative summary of the combined margin allocation for the years ended June 30, 2016 and 2015, follows: $ $ 40% margin allocation payment under the Master Lease Agreement 3,711 1,073 3% margin allocation contribution under the Personnel Agreement Combined margin allocation 3,989 1,154 Amended and Restated Master Lease Agreement The Company and Regents amended and restated the Master Lease Agreement effective July 1, As part of this amended agreement, the combined margin allocation was replaced with an annual performance-based service fee. Service Fee The performance-based service fee is defined as a percentage of the Company s defined net income. Based on the Company s statement of revenues, expenses and changes in net position, defined net income is the change in unrestricted net position, excluding unrealized gains and losses related to changes in the fair value of the interest rate swap. The service fee is a variable-rate fee based on the Company s defined income as a percentage of operating revenue. As of June 30, 2017, there was no service fee due for the fiscal year. Operations and Services Agreement The Company has entered into an operations and services agreement with Regents in connection with the Affiliation Agreement. Regents, through the University, has agreed to provide to and purchase from the Company certain administrative and support services at their estimated cost (which have historically been provided to each other) in order to achieve efficiencies, economies of scale and other benefits.

12 AU Medical Center, Inc. 10 Use of Nomenclature Regents and the Company agree that the use of consistent nomenclature promotes a positive external image. As part of the annual renewal of the Operating and Services Agreement effective July 1, 2016, in exchange for an annual lump-sum payment, Regents granted AUMC the nonexclusive, nontransferable right to use the AU nomenclature and the right to grant sublicenses to the Company s subsidiaries and affiliates. Amounts owed to AU by the Company for use of nomenclature for the year ended June 30, 2017 were $3,500,000. This expense is included in the statement of revenues and expenses and changes in net position as purchased services as part of operating expense in Foundation and Advancement Services In addition, a new support structure was introduced under the 2017 renewal of the Operations and Services Agreement obligating the Company to pay an annual lump sum to the Georgia Health Sciences Foundation, Inc. (GHSF) for foundation and advancement services performed on the Company s behalf. Amounts owed to GHSF by the Company for these services for the year ended June 30, 2017 were $500,000. This expense is included in the statement of revenues and expenses and changes in net position as purchased services as part of operating expense in Capital Asset and Debt Administration Capital Assets As of June 30, 2017, 2016 and 2015, the Company had $262.1 million, $254.7 million and $266.5 million, respectively, invested in capital assets, net of accumulated depreciation, as detailed in Note 6 to the accompanying financial statements. In 2017, 2016 and 2015, the Company purchased new capital assets totaling $41.2 million, $21.2 million, and $63.2 million, respectively. Debt On April 1, 2008, the Company issued a total of $135 million of Development Authority of Richmond County Revenue Bonds (2008 Bonds), Series 2008A and 2008B. Proceeds from the 2008 Bonds were to be used to fund certain construction and renovation projects and to purchase new and replacement equipment. The 2008 Bonds were also used to refund outstanding capital lease obligations and pay for certain costs associated with the issuance of the 2008 Bonds. Concurrently with the issuance of the Series 2008A and 2008B variable-rate Bonds, the Company entered into a variable-to-fixed interest rate swap. The intention of the swap was to effectively change the Company s variable interest rate on the 2008 Bonds to a synthetic fixed rate of 3.302%. This swap was entered into as a means of lowering the Company s borrowing costs, as compared to traditional fixed-rate bonds. Each 2008 Bond series was initially secured by irrevocable letters of credit. All principal and interest payments were drawn from the letter of credit and were reimbursed by the Company under the terms of separate reimbursement agreements with the issuers of the letters of credit. Each letter of credit was set to expire on June 27, Each 2008 Bond Series was generally secured through the trust indenture by the gross revenues of the Company. On July 15, 2014, the Company refunded the 2008A and 2008B Bonds with the 2014A and 2014B Bonds, which are a direct bank placement of bonds in the amount of $60,945,000 for each of the 2014A and 2014B Bonds. The amortization of the 2014A and 2014B Bonds is approximately the same as the amortization of the 2008A and 2008B Bonds. The 2014A Bonds are variable rate bonds that incur interest at a rate of 68% of LIBOR plus 79 basis points and are placed with their bank through July 1, The 2014B Bonds are variable rate bonds that incur interest at a rate of 68% of the sum of LIBOR and 125 basis points and are placed with their bank through July 1, 2026.

13 AU Medical Center, Inc. 11 On June 27, 2012, the Company entered into a note in the amount of $50 million. Funds from the note were to be used to fund certain construction and renovation projects and to purchase new and replacement equipment. The note bore a fixed interest rate of 2.05% for a three-year term through July 1, 2015, and the interest was due monthly. On June 30, 2015, the Company entered into a modification of the terms of the note. Effective July 1, 2015, the note is modified to a variable interest note and incurs interest at a rate of LIBOR plus 0.65%. The note is extended for a three-year term through July 1, 2018, and the interest is due monthly. On June 27, 2013, the Company entered into capital lease obligations as part of a Management Services Agreement to purchase certain types of medical equipment and technology. As of June 30, 2017, the balance of obligations under capital leases was $27.1 million. On September 1, 2014, the Company entered into a capital lease obligation to purchase a unified communication system. As of June 30, 2017, the balance of this obligation under capital lease was $1.6 million. On August 2, 2016, the Company entered into a capital lease obligation as part of a Management Services Agreement to purchase certain types of diagnostic laboratory equipment and technology. As of June 30, 2017, the balance of obligations under capital leases was $1.2 million. For additional information of these capital lease obligations, refer to Note 9 to the accompanying financial statements. Contacting the Company s Financial Management The Company s financial statements are designed to present users with a general overview of the Company s finances and to demonstrate the Company s accountability. If you have any questions about the annual financial report or need any additional information, please contact Greg Damron, Vice President and Chief Financial Officer, th Street (BI 2086), Augusta, Georgia

14 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Grant Thornton LLP 801 Brickell Ave., Suite 2450 Miami, FL T F The Board of Directors of AU Medical Center, Inc.: Report on the financial statements We have audited the accompanying financial statements of AU Medical Center, Inc. (the Company ) which comprise the statements of net position as of June 30, 2017 and 2016, and the related statements of revenues, expenses and changes in net position and cash flows for the years then ended, and the related notes to the financial statements. Management s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these 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 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 these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the 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 the Company 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 financial statements. Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

15 13 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the net position of AU Medical Center, Inc. as of June 30, 2017 and 2016, and the changes in its net position and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Required supplementary information Accounting principles generally accepted in the United States of America require that the management s discussion and analysis on pages 1 through 11 be presented to supplement the basic financial statements. Such information, although not a required part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. This required supplementary information is the responsibility of management. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America. These limited procedures consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other reporting required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report, dated August 31, 2017, on our consideration of the Company s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Company s internal control over financial reporting and compliance. Miami, Florida August 31, 2017 Grant Thornton LLP U.S. member firm of Grant Thornton International Ltd

16 AU Medical Center, Inc. 14 Statements of net position June Assets Current assets: $ $ Cash and cash equivalents 30,870,871 26,286,889 Short-term investments 34,192,567 34,295,980 Cash equivalents internally designated for self-insurance liability funding 1,359, ,568 Short-term investments internally designated for self-insurance liability funding 4,301,674 3,835,838 Patient accounts receivable, net of allow ance for doubtful accounts of approximately $88,697,000 in 2017 and $71,686,000 in ,133,133 88,795,814 Due from third-party payors 13,262,438 17,538,287 Other receivables 17,226,171 9,646,120 Inventory 18,877,368 18,873,238 Other current assets 18,597,939 25,142,279 Noncurrent assets: Total current assets 236,822, ,582,013 Investments internally designated for self-insurance liability funding 8,797,633 11,867,571 Long-term investments 86,524, ,671,392 Capital assets, net 262,122, ,703,484 Notes receivable from related party 201, ,290 Other assets 6,353,031 17,701,344 Total assets 600,820, ,727,094

17 AU Medical Center, Inc. 15 Statements of net position (cont d) June $ $ Liabilities and net position Current liabilities: Accounts payable 45,591,639 31,564,405 Accrued salaries and w ages 5,657,232 5,655,087 Accrued compensated absences 16,381,924 15,297,379 Accrued expenses and other current liabilities 8,207,930 6,323,071 Due to related party - Margin allocation - 3,989,043 Due to related parties 20,972,442 23,998,533 Due to third-party payors 377,831 - Current portion of accrued professional liability costs 2,816,025 2,832,941 Current portion of obligations under capital lease 5,917,630 6,682,792 Current portion of long-term debt 7,395,833 7,207,500 Total current liabilities 113,318, ,550,751 Noncurrent liabilities: Long-term debt 147,457, ,853,333 Obligations under capital lease, net of current 24,006,721 31,496,657 Accrued professional liability costs 8,448,073 8,498,826 Interest rate sw ap liability 20,812,794 30,884,787 Other liabilities 234,848 - Net position: Total liabilities 314,278, ,284,354 Invested in capital assets, net of related debt 77,344,336 54,463,202 Unrestricted 209,197, ,979,538 Total net position 286,542, ,442,740 The accompanying notes are an integral part of these financial statements.

18 AU Medical Center, Inc. 16 Statements of revenues, expenses and changes in net position For the years ended June Operating revenues: $ $ Net patient service revenue (net of provision for doubtful accounts of approximately $58,869,000 in 2017 and $54,381,000 in 2016) 596,841, ,342,100 Revenue from contractual services 29,809,501 28,840,775 Other operating revenue 39,981,046 32,486,497 Total operating revenues 666,632, ,669,372 Operating expenses: Salaries and w ages 239,223, ,811,441 Employee benefits and payroll taxes 52,633,180 49,830,086 Purchased services 70,444,405 71,831,313 Medical and surgical supplies 162,845, ,234,836 Insurance 7,337,222 6,502,449 Non-medical supplies and other expenses 47,090,124 39,888,609 Depreciation and amortization 33,574,898 32,251,135 IT and telecommunications 37,302,275 34,255,029 Repairs and maintenance 12,671,844 11,748,059 Total operating expenses 663,122, ,352,957 Operating income 3,509,144 19,316,415 Nonoperating revenue: Interest expense (7,739,087) (7,485,799) Investment income, net 4,114,965 4,148,483 Unrealized gain (loss) on interest rate sw ap 10,071,993 (8,726,306) Net gain (loss) on disposition of capital assets 359,819 (524,991) Net loss on asset impairment - (355,557) Supplemental contribution to the Augusta University Early Retirement Program (5,632,961) (5,821,708) Increase in net position before combined margin allocation, additions to permanent endowments, restricted contributions and restricted investment income 4,683, ,537 Nonoperating expense - Combined margin allocation - (3,989,043) Increase (decrease) in net position before restricted contributions and restricted investment income 4,683,873 (3,438,506) Change in restricted contributions 1,415, ,688 Increase (decrease) in net position 6,099,539 (2,653,818) Net position, beginning of year 280,442, ,096,558 Net position, end of year 286,542, ,442,740 The accompanying notes are an integral part of these financial statements.

19 AU Medical Center, Inc. 17 Statements of cash flows For the years ended June Cash flows from operating activities: $ $ Cash received from and on behalf of patients 594,369, ,754,815 Other receipts from operations 62,181,575 59,533,763 Cash paid to employees (284,225,558) (286,823,510) Cash paid to suppliers (328,223,276) (294,391,619) Net cash provided by operating activities 44,101,831 30,073,449 Cash flows from noncapital financing activities: Interest paid on line of credit and margin allocation (66,539) (10,896) Payment to related party Margin allocation (3,989,043) (1,153,926) Supplemental contribution to the Augusta University Early Retirement Program (5,632,961) (5,821,708) Net cash used in noncapital financing activities (9,688,543) (6,986,530) Cash flow s from capital and related financing activities: Principal paid on revenue bonds (3,820,000) (3,700,000) Principal paid on term loan (3,387,500) (3,241,667) Purchases of capital assets (32,250,565) (21,196,961) Proceeds from disposition of capital assets 3,308 6,000 Payment of principal on obligations under capital leases (15,242,854) (6,527,400) Interest payments (7,672,548) (7,558,433) Receipt (payment) of collateral on interest rate sw ap mark to market 9,600,000 (10,400,000) Capital contributions 1,415, ,688 Net cash used in capital and related financing activities (51,354,493) (51,833,773) Cash flow s from investing activities: Interest and dividends on investments 2,781,263 3,646,537 Payment on notes receivable - 193,748 Purchases of investments (113,089,795) (189,783,660) Proceeds from sales of investments 133,026, ,380,146 Net cash provided by investing activities 22,717,582 19,436,771 Net increase (decrease) in cash and cash equivalents 5,776,377 (9,310,083) Cash and cash equivalents, beginning of year 26,454,457 35,764,540 Cash and cash equivalents, end of year 32,230,834 26,454,457

20 AU Medical Center, Inc. 18 Statements of cash flows (cont d) For the years ended June Reconciliation of operating income to net cash provided by operating activities: $ $ Operating income 3,509,144 19,316,415 Adjustments: Depreciation 33,574,898 32,251,135 Provision for doubtful accounts 58,868,963 54,381,398 Changes in: Patient accounts receivable (68,206,282) (65,301,980) Due to/from third-party payor 4,653,680 (17,651,585) Other receivables (7,580,051) (1,808,627) Inventory (4,130) (3,090,234) Other current assets 6,544,340 (7,359,929) Accounts payable 12,628,632 6,333,758 Due to related parties (3,026,091) 14,421,595 Accrued expenses and other current liabilities 2,971,549 (4,747,433) Other liabilities 234,848 - Accrued professional liability (67,669) 3,328,936 Net cash provided by operating activities 44,101,831 30,073,449 Reconciliation of cash and cash equivalents to the statements of net position: Cash and cash equivalents 30,870,871 26,286,889 Cash equivalents internally designated for self-insurance liability funding 1,359, ,568 Total cash and cash equivalents 32,230,834 26,454,457 Supplemental schedule of noncash investing and financing activities: Capital additions included in accounts payable 1,398,602 3,665,287 Capital additions under capital lease obligation 6,987,756 3,703,575 Increase in fair value of investments 1,606,403 1,268,503 Receipt of stock - 2,540,581 Decrease in fair value of stock (56,859) - The accompanying notes are an integral part of these financial statements.

21 AU Medical Center, Inc. 19 Notes to financial statements Description of Reporting Entity and Summary of Significant Accounting Policies Reporting Entity AU Medical Center, Inc. (AUMC or the Company) is a nonprofit corporation organized to further the health sciences, patient care, research and education missions of Augusta University (the University) primarily through management of the medical center. The Company, which is controlled by AU Health System, Inc. (the System), a component unit of the State of Georgia, consists of a licensed 632-bed acute care hospital and related outpatient care facilities principally located in Augusta, Georgia. The Company provides services primarily to residents of east central Georgia and west central South Carolina, an area known as the Central Savannah River Area (CSRA). On July 1, 2000, the Company began operating under an affiliation agreement with the Board of Regents of the University System of Georgia (Regents) to operate the Hospital (the Affiliation Agreement). Under the terms of the affiliation and related agreements, Regents transferred to the Company specified assets and liabilities, including patient receivables, inventories, capital assets and routine accounts payable. All patient care facilities remain the property of Regents. Pursuant to the transfer and related agreements, the Company also leases patient care facilities, office space and certain employees from Regents. On July 1, 2010, the Company entered into the Joint Operating Agreement with AU Medical Associates (AUMA) and the newly formed AU Health System, Inc. (the System), a separately organized nonprofit corporation formed for the purpose of achieving joint coordination and planning among the Company, AUMA, and the University. Under the Joint Operating Agreement, the System approves the strategic plans and budgets of the Company and AUMA, provides shared services to the Company and AUMA, has the ability to amend or cause to be amended the Affiliation Agreement and the other related-party agreements between the Company and Regents, and provides to the System many of the rights previously held by Regents. Effective July 1, 2010, the System became a component unit of the State of Georgia. As the System appoints a majority of the Company s board, the Company became a component unit of the System, which is a component unit of the State of Georgia, as defined by provisions of Governmental Accounting Standards Board (GASB) Statement No 14, The Financial Reporting Entity, due to the State of Georgia s ability to significantly influence the programs and activities of the Company through the System. Basis of Accounting For financial reporting purposes, the Company is considered a special-purpose government entity engaged only in business-type activities. Accordingly, the financial statements have been presented using the economic resources measurement focus and the accrual basis of accounting. Under the accrual basis, revenues are recognized when earned, and expenses are recorded when an obligation has been incurred. For purposes of presentation, transactions deemed by management to be ongoing, major, or central to the provision of healthcare services are reported as operating revenues and operating expenses. All other activities are reported as nonoperating activities. The Company s financial statements are prepared on the accrual basis of accounting using the economic resources measurement focus and are based on accounting principles applicable to governmental units as established by the Governmental Accounting Standards Board (GASB) and the provisions of the American Institute of Certified Public Accountants Audit and Accounting Guide, Health Care Entities, to the extent that they do not conflict with GASB.

22 AU Medical Center, Inc. 20 Scope of Statements The accompanying financial statements include the financial position and activities of AU Health SPC, and AU Health SPC-AU Medical Center SP, an offshore captive insurer, which commenced operations during 2005 and is a blended component unit, as defined in GASB Statement No. 14, due to the fact that the component units governing bodies are substantively the same as the governing body of the Company and the services provided by the component units are exclusively for the benefit of the Company. All intercompany transactions and balances have been eliminated in the accompanying financial statements. The Company holds noncontrolling interests in the following companies as of June 30: REACH Call, Inc. 2.89% 3.23% MCGHI/PPG Reproductive Lab, LLC % 50.00% University Health Resources, Inc % 30.00% The Company accounts for its interest in each of these companies using the equity method of accounting. The related investments are included within other assets in the Company s statements of net position. The related share of earnings or losses are included within non-medical supplies and other expenses in the Company s statements of revenues, expenses and changes in net position. 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 affecting the reported amounts of assets, liabilities, revenues and expenses, as well as disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Significant items subject to such estimates include the determination of the allowances for doubtful accounts and contractual adjustments, reserves for employee healthcare claims, accrued professional liability costs, interest rate swap and estimated third-party payor settlements. In particular, laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates related to these programs will change by a material amount in the near term. Revisions to prior year s estimates of third-party liabilities resulted in an increase in operating income of $1,149,000 and $7,805,000 for the years ended June 30, 2017 and 2016, respectively. Cash and Cash Equivalents and Investments Cash and cash equivalents include highly liquid investments (with an original maturity of three months or less) and money market accounts. Investments consist of money market funds, certificates of deposit with original maturities greater than three months, marketable securities, corporate bonds and treasury obligations. Investments in equity securities with readily determinable fair values and all investments in debt securities are measured at fair value in the accompanying statements of net position based on the quoted market prices of underlying securities comprising the individual investments. Investment income or loss (including realized and unrealized gains and losses on investments, interest and dividends) is included in nonoperating revenue. The Company classifies all equity securities and debt securities maturing within one year of the statement of net position, not otherwise designated for long-term use, as current assets. Investments in securities with maturity dates beyond one year from the statement of net position date and other investments designated for long-term use are classified as noncurrent assets.

23 AU Medical Center, Inc. 21 Inventories Inventories, consisting primarily of pharmaceuticals and medical supplies, are stated using the average cost method or market value, whichever is lower. Capital Assets Capital assets are stated at cost on the date of acquisition. The Company s capitalization policy for assets includes all items with a unit cost of more than $5,000. Depreciation on capital assets is calculated using the straight-line method over the estimated useful lives of the assets, as determined utilizing Estimated Useful Lives of Depreciable Hospital Assets, Revised 2008 Edition published by the American Hospital Association. Ranges of estimated useful life for various capital asset categories are as follows: Asset Class Building improvements Buildings Computer hardw are Medical equipment Furniture and fixtures Leasehold improvements Softw are Vehicles Estimated Useful Lives 20 to 25 years 25 years 3 to 5 years 3 to 20 years 10 to 20 years 5 to 25 years 3 to 5 years 4 to 10 years Repairs and maintenance costs are charged to expense as incurred. Long-lived Asset Impairment Long-lived assets are reviewed for impairment if circumstances suggest that there is a significant, unexpected decline in service utility of a long-lived asset. The service utility of a long-lived asset is the usable capacity that at acquisition was expected to be used to provide service. An assessment of recoverability is performed prior to any write-down of assets and an impairment charge is recorded on those assets for which the estimated fair value is below its carrying amount. No material impairment charges to long-lived assets were recorded for the fiscal year ended June 30, The Company recorded a loss on impaired assets of $356,000 for the fiscal year ended June 30, Costs of Borrowing Interest incurred on borrowed funds during the period of construction of capital assets is capitalized as a component of the cost of acquiring those assets. Net Position Net position is classified as unrestricted, invested in capital assets, net of related debt, and restricted, as follows: Unrestricted Net Position These net position balances represent resources that can be used at the Company s discretion in carrying out its objectives. Invested in Capital Assets, Net of Related Debt These net positions represent capital assets, net of accumulated depreciation, and are reduced by the current balances of any outstanding borrowings used to finance the acquisition of those assets. When the Company has both restricted and unrestricted resources available to finance a particular program, it is the Company s policy to use restricted resources before unrestricted resources.

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