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Acquisition/Affiliation – Scenario 3
Leaders at Pyramid Health, a multi-hospital system, ask, “How can we continue to pursue system-wide economies, but also respond to regional issues and opportunities?” Assessing the Situation Pyramid is a national for-profit health system with 75 hospitals of varying sizes. Pyramid’s hospitals are located in 15 states. The system also includes 10 large medical centers, including seven that are widely recognized for excellence in both efficiency and quality. Another 30 are suburban community hospitals, and 35 are smaller, rural facilities. The system has already leveraged its national scale in areas such as supply chain and revenue cycle, and produces excellent financial results. Leaders see ongoing opportunities to maximize efficiency by standardizing as many approaches as possible. However, this is not always possible given legacy IT systems, differences in size and sophistication among the hospitals, and different market and state government environments. Across the 15 states, Pyramid’s markets vary greatly in size, demographics and competitiveness. And, the payer environments also vary. Initially, many of the markets were slow to move to value-based payment, but Pyramid is seeing clear signs of escalation of that trend in most of its marketplaces today. Given the unique characteristics of the organization and the general characteristics of the markets in which it operates, Pyramid leadership has articulated the following prioritized organizational needs: To move from fee-for-service to value-based payment and population health management without diminishing Pyramid’s outstanding financial performance. Be number 1 or 2, in terms of market share, in each existing market. Pyramid leaders believe larger patient populations are critical to attain the benefits of care management at the population level. They also believe this degree of market presence is vital to ensure success as inpatient utilization in general declines. Add population health expertise and infrastructure. Build on Pyramid’s system-wide economies by tailoring its approaches regionally. Evaluating Options Pyramid’s strategies are market-specific; however, at a high level, they include: Continue to purchase community hospitals, but do so more selectively than in the past. Pyramid aims to be extremely selective about adding inpatient beds to the system. Seek the development of regional hospital clusters. Pyramid believes that a “cluster” approach will provide the ability to effectively compete for new payment agreements and to achieve new levels of efficiency, quality and patient involvement. When key hospitals, expertise or infrastructure for population health cannot be purchased within a region, collaborate. Pyramid leaders find that many potential collaborators in most markets are willing to talk with them about options. In some markets, these potential collaborators include current competitors. Pyramid uses these discussions with potential collaborators to refine its strategies. Leaders anticipate tailoring their approaches and timing to reflect the distinct markets, capabilities, and cultural differences across its system. Pyramid leaders characterize the viable options for consolidation as the following: Partner (or purchase) the expertise and infrastructure to pursue population health, rolling it out in stages across the system. Build clusters of hospitals and integrated delivery networks in good markets. Team with others in markets where Pyramid is weaker. Use organizational scale to develop special relationships with payers and others. Pyramid is prepared to offer equity or dollars (e.g., via a national consulting contract) to meet its needs for expertise and infrastructure. It also can work with a combination of acquirees and collaborators in each market, as appropriate. I’d suggest adding a paragraph here to explain in more detail the purpose of the national agreement described in the table below, and how it complements regional efforts to develop population health capabilities and expertise. Pyramid leaders meet with several highly regarded potential partners that they believe will help their local hospitals and integrated care networks to evolve into successful population health managers. All of this information helps Pyramid leaders to tailor and refine its options by market. The table below shows how these options vary depending on local and regional market characteristics and differing organizational needs by region: Figure 7. Pyramid Health’s Approaches by Market Market A Market B Market C Market D (Growth Market) (Weak Market Position) (Advanced Market Position) (National Agreements) Pyramid owns two hospitals, offers to acquire a third, and has plans to build a fourth. Regional systems (HR, legal, finance, …) serve all regional hospitals and physician networks. Shared regional contracts bring pre-and post-hospital care. Pyramid is a lesser player in this market. Pyramid’s hospitals and CIN join a larger system’s hospitals and CIN to form a large enough organization (a joint CIN) to compete for population health contracts and to create a recognizable brand. Pyramid’s local network is advanced and ready for population health. So is this marketplace. Pyramid, its affiliated physicians, a major insurer and a major player (need to clarify) develop a capitated agreement (with corridors to protect all parties in the event of a bad year.) Pyramid also develops national agreements with two population health organizations and with a post-acute option. These are rolled out to Pyramid care networks based on readiness/need. By utilizing different approaches to consolidation in different markets, Pyramid leaders effectively layer highly situation-specific approaches to regional economies and population health options on top of standardized systems that achieve national scale economies. (Note: I find this a little confusing as both the national contract and regional deals focus on population health. I think we need to explain how these national versus regional PHM contracts work together. )
Acquisition/Affiliation – Scenario 2
Star Medical Center, an academic medical center, asks, “What is a sustainable model for the future?” Assessing the Situation Star Medical Center is an academic medical center (AMC) prominent in the region it serves. It is sizeable, with 800 inpatient beds. It is in a contractual arrangement with the medical school, which has 500 clinical faculty. The faculty and research activities of the combined organization are highly regarded, and, like many AMCs, Star enjoys a positive market brand. Star operates in a highly competitive provider marketplace. These competitors are actively pursuing the types of capabilities required to be successful under value-based reimbursement. A key competitor is a financially aligned integrated system that already has the expertise and infrastructure for population health management. The commercial payer market is fragmented, with no one insurance carrier dominating the market. Commercial payers continue to offer attractive rates of reimbursement, particularly to academics. Two payers in particular are actively collaborating with providers, including on value-based reimbursement experiments. To date, Star has not engaged in these types of payment experiments. Although it is not significantly involved with value-based payment yet, Star Medical Center has invested over the last three years in capabilities required for care management at the population level. It has also invested in an excellent information technology platform, including significant interoperability capabilities with its broad base of network physicians. Given these particular organization and marketplace characteristics, leaders at Star Medical Center have prioritized the following needs: Secure closer relationships with a broad base of primary care Insure that Star is a leader in moving to population health Navigate carefully the financial transition from fee-for-service to value-based reimbursement Unlike some academic medical centers, Star is fortunate that it is not constrained by financial limitations, or by a dominant competitor or hostile payer. Further, Star benefits from having a leadership team that is unified in its vision for the organization. Both Star’s leadership team and board members understood that a variety of consolidation options could help the organization best meet its prioritized needs. Evaluating Options Because it functions in a highly competitive provider marketplace, Star has an unusually wide range of options available, including different forms of mergers and other forms of consolidation. Early investigation suggests that other large systems in the region have similar needs and are willing to collaborate. Large systems outside of the region might also be potential partners. Some area community hospitals are attractive as acquisitions. While Star is fortunate to have so many options available, its early analysis also suggests that these potential partners are eager to move forward, and they may not wait for Star if the organization takes too long to decide how to proceed. In other words, time is not on Star’s side. Some potential partners may act without Star. Star’s early investigation reveals the following viable options: Merge the community hospital systems into Star to create a regional network, and tighter linkages to community primary care physicians. This arrangement provides the additional potential benefit of tying strong community specialists into the academic medical center. Merge with other large non-academic organizations in the region. Merge with like-minded organizations outside of the region. Lead a collaborative organization that has the potential for achieving substantial economies of scale and pushing toward population health. Star leaders also envision the possibility of a collaborative alliance that ultimately extends outside the region. Star leaders realize that they need to consider acting in several directions at once. Each option requires its own detailed assessment. The merger evaluation process consists of the following key steps: Send a letter of interest to all potential partners and await responses. In these correspondences, Star details the type of consolidation option it envisions. These details are further refined in collaboration with potential partners. After data exchanges and site visits, the two regional systems and two of the for-profit systems submit detailed proposals. The field is narrowed. Presentations and follow-up questioning occurs. The process for evaluating options for collaboration is different than that for assessing merger opportunities. Star Medical leaders work with potential partners to detail each collaboration option. Part of this effort involved discussing a collaborative that extended outside the region. Star leaders believe that this particular option offers major cost savings potential plus the advantage of rapidly accelerating skills necessary for population health management. However, this particular collaborative model also presented some unique challenges. Can we add more detail? Ultimately, executives at Star recognize that they lack the bandwidth for this type of model at this time, so it is removed from consideration as a consolidation option. These evaluations (e.g., acquiring a hospital and joining a collaborative) lead to important decisions. Specifically, Star aims to simultaneously merge selected community systems into its corporation, as well as lead a broad regional collaborative in pursuing population health. First, Star Medical Center decides to acquire Circle Community Hospital. Circle Community Hospital is highly motivated to be acquired. It historically has operated at breakeven. Circle needs to be part of Star in order to have financial strength and borrowing capacity to make needed strategic investments. Star Medical Center leadership’s assessment is that the acquisition will be accretive; that is, it will generate cost savings and has potential for revenue gains. Circle Community was expected to begin a major IT upgrade. By merging with Star Medical Center, the expected IT costs will be 20% of the estimate on an independent basis. Further, this addition makes sense geographically. A 5% increase in referrals to Star’s faculty practice is anticipated from the merger with Circle. Community, physician and rating agency reactions to the proposed merger are favorable. Figure 3. Factors to Consider When Acquiring a Community Hospital Is the transaction accretive? (Are the cost savings – including reduction in central management, IT, facilities operations, re-purposed facilities, and other economies – plus any revenue gains sufficient to create a net gain?) Is this a geographically attractive addition? (Demographics, growth potential, payer mix, and other factors are considered.) Does the management team add to the combined system talent? (Alternatively, must part of the team be re-trained or replaced? What are the physician groups’ strengths and weaknesses? (Employed model characteristics, physician demographics, quality, interest in collaboration, attitudes towards the proposed merger, independent practices’ loyalty, …) Are there important cultural differences with other community hospitals merged into the system (existing or anticipated)? Ease or difficulty in reducing system leakage (keeping more patients in the system) Other factors (e.g., strong board members or donors, special community needs or attitudes, resistance to giving necessary governance powers to the fiduciary board, …) Source: McManis Consulting Despite the positive aspects of this acquisition, Star Medical Center leaders recognize they will need to be thoughtful to ensure that the gains envisioned are realized. The figure below describes some of the unintended consequences experienced by health care organizations that have embarked on similar arrangements. Figure 4. Potential Frustrations from Mergers among Health Care Providers Cultural alignment proves more difficult than expected. Physician groups are unable to come together and perform well under value-based payment. Regulatory concerns delay, alter or jettison the merger. Physicians are not sufficiently aligned with the system. Despite due diligence, one of the combined organizations performs well below expectations. Management teams do not perform well together – members of one or both teams need to be changed out. Expected savings from scale economies are less than expected. Leakage of cases outside of the system is greater than expected, leading to higher costs of care. Boards chafe at new roles. Tensions continue for several years and limit performance. Key players leave. Source: McManis Consulting Star is also entering negotiations to form Square Health Collaborative, along with five other health systems. Square Health will be organized as a clinically integrated network (CIN). Two prominent health plans have already expressed support for the creation of the CIN. Here too, rating agency reaction is favorable. Star Medical Center leaders understand that, in general, collaboratives are a newly emerging structure in health care, with potential advantages and disadvantages. Figure 5. Potential Advantages and Disadvantages/Challenges of Strategic Affiliations Potential Advantages Potential Disadvantages/Challenges Pathway to achieving economies of scale without giving up total autonomy May not address critical capital needs Can serve as a means of accessing resources that may be difficult for smaller hospitals to acquire and own on their own (EHRs, clinical protocols, administrative and clinical expertise) Could lead to a growing dependence on a larger and more powerful institution (de-facto change in control w/out corresponding capital benefit) Can create opportunities for participating in value-based payment models (ACOs – commercial and MSSP, bundled payments, …) Collaboration may require capital, infrastructure and human resources from all parties Easier to unwind (which may be beneficial in anti-trust analysis) Legal considerations include anti-trust, fraud and abuse and tax exemption Source: Doug Hastings, Epstein Becker Given its high strategic priority, the CEO of Star Medical Center directly participates in the negotiations related to establishing the governance structure of the collaborative, as do the CEOs of the other participants. All parties agree to make capital contributions to start up the collaborative, and agree to recruit initial staff rather than try to resource with existing personnel. The collaborative participants agree to focus narrowly on the creation of the CIN and the population health infrastructure required for it to be effective. A common goal is to establish value-based contracts within a year from inception of the collaborative. The CEOs agree to hold committee chair positions for a year, to ensure that the initiative continues to have high level engagement, and to help foster trust among the participants. Figure 6. Factors to Consider in Organizing a Collaborative Among Health Systems What “glue” is expected to hold the collaborative together? (Relationships between CEOs, good geographical combination, a common enemy, a common vision, ...?) Why is it reasonable to expect this group of systems to be able to generate substantial value added? (Standard system-wide economies, a good combined region for joint population health management, specialized talents in aspects of value-based care and reimbursement, similar IT platforms or care approaches, …?) What are the initial areas of focus? (CIN, supply chain, joint learning between physician groups, …?) Is the initial capitalization sufficient? What is the commitment? (How easy to get out? Is there a commitment term?) Are CEOs and key board members involved? What is the quality and commitment of the leadership core collaborative staff? What is their level of informal influence within the member organizations? What is the initiative’s approval (and monitoring) process? Source: McManis Consulting
Acquisition/Affiliation – Scenario 1
Scenario #1: Triangle Health, a standalone hospital, considers, "Now is the time to consider our options." How will Triangle navigate its opportunities? Assessing the Situation Triang
Value Advisory Group
The following hospitals and health systems are providing intellectual and financial support to HFMA's Phase 3 Value Project Research.
HFMA Comments on CMS’s Proposed Inpatient Hospital PPS Rule for FY15
HFMA submitted a comment letter on key issues contained in CMS's Proposed Rule for FY2015 PPS for inpatient hospitals. Significant concerns relate to DSH, HACs, VBP, short stays, and other issues.
Forum Webinar: Tackling Two CAH Financial Challenges
Listen to the recording and view the slides and attendee polling answers for this Forum Networking Webinar on two specific challenges that CAHs face.
FY15 IPPS Proposed Rule Overview
This document summarizes important proposed updates to payment rates to IPPS hospitals for FY15.
HFMA Comments on Interim Final Rule on Third Party Payment of Qualified Health Plan Premiums
HFMA comments on CMS's IFR to codify the guidance related to third party premium payment for individuals enrolling in QHPs. However, the IFR does not resolve the ambiguity created by CMS’s conflicting statements on the issue.
HFMA Executive Survey: Revenue Cycle ICD-10 Readiness Survey
As hospitals and health systems address additional time for the ICD-10 transition, it will be key to recognize where efforts stand compared with others in such key areas as documentation training, coding support, contract analysis, and contingency planning. With this in mind, HFMA researchers, with sponsorship from 3M HIS, surveyed executive and revenue cycle leaders about current efforts and top challenges they are likely to face moving forward.
Price Transparency Task Force
The American Hospital Association fully supports the recommendations of the HFMA Price Transparency Task Force. The AHA has long supported the need to provide patients with healthcare price and quality information and has worked with stakeholders, including HFMA, to provide useful information that will help patients make healthcare decisions. We believe that it will take everyone—providers, insurers, employers and government—working together to provide patients with the information they need. Hospitals are committed to improving how consumers get information on the amount they will be expected to pay for care. This includes helping patients understand their hospital bills by finding better ways to explain them in user-friendly terms. Providing understandable and useful information about the price of hospital care is one of the ways America’s hospitals are working to improve the health of their communities. Rich Umbdenstock President and CEO American Hospital Association Ensuring consumers have the support and information they need to maximize the value of their healthcare dollars has been a longstanding priority for health plans. These recommendations build on health plans’ innovative tools that empower consumers in their decision-making. Increased transparency also shines a spotlight on the need for all stakeholders to address the underlying drivers of healthcare costs. Karen Ignagni President and CEO America's Health Insurance Plans Transparency in price information is a reflection of our commitment to respect the dignity of the persons we serve. Patients and their families deserve complete information about their care and price information is an important component of what they need to make decisions about that care. Sister Carol Keehan, DC President and CEO Catholic Health Association of the United States The American College of Physician Executives, representing more than 11,000 high-level physician leaders in all types of healthcare organizations across the U.S. and 46 countries, is pleased to offer its support for the policy recommendations included in this important new study on price transparency. The implementation of reform, including the Affordable Care Act, shined a bright light on this increasingly difficult issue, and the time for change is now. As patients assume greater responsibility for their healthcare needs, the demand for accurate, reliable information will continue to grow. The healthcare industry has an obligation to all citizens—the insured and the uninsured—to make the procurement of care as simple and accessible as possible. To continue along the current path would risk creating prolonged and greater mistrust of the medical community as a whole. As an organization dedicated to the lifelong development and support of physician leaders, ACPE is all too aware of the challenges involved in creating greater price transparency. We believe the recommendations included in this report are an important first step toward meaningful reform. ACPE stands ready to assist in any way necessary as you move forward. Peter Angood, MD, MD, FRCS(C), FACS, MCCM, President and CEO, ACPE Mark Werner, MD, CPE, FACPE, Chairman, ACPE Board of Directors Engaging patients in their healthcare decisions is a top priority for physicians. MGMA is pleased to be part of the Price Transparency Task Force and join with key stakeholders to determine ways that patients can better access price information to help guide healthcare decisions. Readily available price and quality information is crucial to helping patients make informed choices about their care Susan L. Turney, MD, MS, FACP, FACMPE President and CEO Medical Group Management Association As the U.S. healthcare industry continues to evolve into a more open and transparent care system, it has been rewarding to represent a major teaching safety net health system in the recent work related to pricing transparency. The HFMA Price Transparency Task Force has included representation from health systems, hospitals, insurance plans, and the consumer in its work to develop guidelines for all constituents affected by healthcare pricing. The discussions were thoughtful and energetic; the final product establishes the initial baselines to create transparency. I endorse the findings and recommendations in this report. Mary Lee DeCoster Vice President, Revenue Cycle Maricopa Integrated Health System Most Americans agree healthcare pricing is opaque. HFMA has provided a great service by convening diverse organizational stakeholders who comprised the task force that developed this report. It establishes a common language and puts forth sensible principles, both necessary to achieve price transparency. This HFMA report is likely to become a must-have resource for anyone mounting an effort to establish clear healthcare pricing. Mark Rukavina Community Health Advisors, LLC The ability for consumers, whether insured or not, to have easy access to meaningful information about the price of healthcare services and the total expected price of medical episodes or events, has become a national priority for good reasons. The share of medical expenses paid by individual consumers is at an all-time high and projected to increase. Consumers should be able to know the price of any service or product purchased before becoming liable to pay the bill. The HFMA has taken a bold and important step to lay out the fundamental principles that all industry stakeholders should abide by to get consumers the pricing information they need and deserve. HCI3 was privileged to be a part of the team that developed this report and supports its conclusions and calls to action. François de Brantes Executive Director Health Care Incentives Improvement Institute Price transparency is important to all of us as healthcare consumers and in our roles as providers or payers of care. It has been a pleasure to work with HFMA’s Price Transparency Task Force in developing practical solutions for improving price transparency. By following these recommendations, we can help demystify consumers’ financial responsibility for their care and equip them to make better-informed healthcare decisions. Robert Galvin, MD Chief Executive Officer, Equity Healthcare Operating Partner, The Blackstone Group