Hospital-Physician Integration: What Do We Do Now? Objectives for Presentation • • • • • Review of trends, drivers, and goals Potential models Recognize how to select the right model Define metrics and tools needed for alignment ….. CURRENT TRENDS, DRIVERS, & GOALS Trend Slides Trend Slides Trend Slides Move towards Alignment CLINICAL INTEGRATION ALIGNMENT EMPLOYMENT VISION GOVERNANCE OPERATIONS OUTCOMES PSA/LEASE STRUCTURES COMANAGEMENT MEDICAL STAFF: CARDIOLOGISTS; CT AND VASCULAR SURGEONS; INTERVENTIONAL RADIOLOGY Always Ask: Why do I want to align? RIGHT REASONS • Improve quality of care • Reduce costs • Improve efficiency • Provide additional services to the community • Prepare for Health Reform (including ACOs and global / bundled payments) WRONG REASONS • Create a new referral stream • Keep physicians happy • Prevent physicians from referring elsewhere • Everyone else is doing it (“Flavor of the Month”) • My competitor bought one As You Plan for Alignment • Establish Organizational Goals (hospital and physician perspectives) • • • • • Business / Financial / Physician Income Governance / Autonomy / Succession Quality and Service Offerings Operations and Technology Culture • Begin Development of Key Performance Expectations • • • • Quality Efficiencies Market Financial / Pro Forma / Dashboards Plan (cont.) • Develop a Plan • Implementation • Operations / Business • Marketing • Educate Administrative and Medical Staff • Business Purpose / Objectives • Operational Implications • Leadership Preparation • Evaluate Market Opportunity – – – – – – Demographics Population Technology / Services Market / Payers Financials – Detailed/Sustainable Sensitivity Analysis • • • • Change in PCP Base Change in Specialty Base Shift in Market Share Competitors (Traditional and New) Understanding Current Environment Internal Environment • Key Specialty Issues – Sub-specialization – Compensation disparities due to reimbursement changes • Physician-Administration Rapport • Information Systems • Operational Efficiencies • Locations External Environment • Government Involvement/Health Reform • Payer Involvement • Legal Implications • Impact on Comp/FMV • Relationship with Community Physicians • System Employment of Referring Physicians • Community / Patient Environment • Payer Mix • Market Factors INTEGRATION MODELS Models Models Models Crystal Ball Predictions The “Big 3” Categories of Integration 1. Contractual Relationships (PSA’s; CoManagement) 2. Pseudo-Employment (Group Practice Subsidiary Approach) 3. Risk-Sharing Arrangements Contractual Arrangements: PSA’s and Co-Management Pseudo-Employment: Group Practice Model GPS Model (Leased Assets) MD Hospital Payors Tailored Leasing and MSA Arrangements Group Practice Subsidiary $ MD Existing Group Practice Employment MD MD MD Physicians become employees of Hospital subsidiary MD Key Considerations Legal / Structure – Purchase practice and employ physicians through a subsidiary of the Hospital – Physicians may participate in ancillary and mid-level revenue if structured as a group practice under the Stark Law • Many legal requirements to meet definition of group practice including physician control of subsidiary – Legal Agreements Required • Employment agreements between Hospital subsidiary and physicians • Asset purchase agreement • Organizational / governance documents for new entity including operational and governance policies Key Considerations (cont.) Operational – Challenge to merge the independent practice concept with an employed integrated model – Subsidiary must be sophisticated enough to manage itself Valuation and Compensation – Because subsidiary has to stand on its own, FMV considerations related to practice acquisition and physician compensation may not apply – To the extent that the Hospital buys services from the Subsidiary, FMV will need to be performed Key Considerations Pros – Gives physicians ability to manage the Group Practice Subsidiary like their own private practice – Allows physicians to share in ancillary and mid-level revenue Cons – Must meet “group practice” definition under Stark which has many requirements – Hospital cannot subsidize subsidiary / physicians – Difficult to control evolution of the arrangement GPS Model (2+ Groups) Hospital Tailored Leasing and MSA Arrangements Integrated Group Practice Subsidiary $ Payors Group #1 Division #1 MD MD Employment Physician Operating Board Division #2 MD MD Group #2 Key Considerations Legal / Structure – Employ physicians through a subsidiary of the Hospital – Assets and staff can be leased from existing group practice – Physicians may participate in ancillary and mid-level revenue if structured as a group practice under the Stark Law – Legal Agreements Required • Employment agreements between Hospital subsidiary and physicians • MSA and leases between subsidiary and existing practices • Organizational / governance documents for new entity including operational and governance policies Key Considerations (cont.) Operational – Challenge to merge the independent practice concept with an employed integrated model – Subsidiary must be sophisticated enough to manage itself Valuation and Compensation – If subsidiary is established as a group practice, FMV considerations related to MSA, leases and physician compensation may not apply – To the extent that the Hospital buys services from the Subsidiary, FMV will need to be performed Key Considerations (cont.) Pros – Gives physicians autonomy on governance and compensation structure – Minimal capital outlay for Hospital – Intermediate step to full employment and integration – Physician practice entity is preserved if integration is unsuccessful – Can facilitate integration of multiple groups and specialties in different divisions Cons – More complicated structure than full employment – Physician lose existing Payer contracts NOTES • Curt needs to modify to address foundation model in states with corporate practice of medicine Risk Sharing Arrangements • What is risk sharing? • How do you approach it? Options? – – – – Service line Patient specific population (i.e. Commercial; Medicaid) Global or bundled payments Niche area instead of entire population • Structure? – Integrated network (i.e. employed providers; PHO; etc.) – Contractual NOTES • Need to build in unique issues, legal, valuation, compensation, operational into each of 3 buckets of issues. Cautions: Post-Integration Issues to Address Early in Process • Can’t support operations (i.e. billing, IT, cost management, etc.) • Physicians not as productive in new model • Compensation plan is problematic, too complex, haven’t defined components such as quality metrics