September 2010 Breakthroughs: Hospital Merger and Acquisition Strategies Case Study | North Shore-LIJ This is CASE STUDY 3 OF 4 from HealthLeaders Media Breakthroughs: Hospital Merger and Acquisition Strategies In collaboration with 20 B Y j im m o lp u s Case Study | North Shore-LIJ North Shore-LIJ Sets Sights on Care Coordination N orth Shore-LIJ Health System was already one of the expressway that splits Queens, but those on the west side often largest health systems in the nation, with 5,600 beds in went into Manhattan for care. its 15 hospitals. And even with 42,000 employees mak- ing it the ninth-largest employer in the city, North Shore-LIJ had an identity problem as far as New Yorkers were concerned, says president and CEO Michael Dowling. “There is part of the world that believes if you’re not in Manhattan, you don’t exist,” Dowling says. “I mean, people who live health system snapshot in Manhattan think that Manhattan is the only New York.” So when Lenox Hill Hospital on East 77th Street in Manhattan share At the root of North-Shore LIJ’s growth and merger strategy is the drive to get scale—size that allows the health system to coordinate care and chop off costs that come from overlapping markets and gaps in care. Itself the product of a 1991 merger of North Shore University Hospital and Glen Cove Hospital, the system now has a service area of more than 7 million people. Robert S. Shapiro, North-Shore-LIJ’s chief financial officer, says Lenox Hill was a standalone hospital in need a stronger financial came looking for a merger partner, the North Shore-LIJ team saw partner. (The deal technically was a no-cash assumption of assets it as an opportunity to get a footprint in a coveted borough. With and a promise of capital.) “Some merge from a position of strength, 652 beds, a 153-year-old brand, and strength in key service lines and some merge from a position of weakness. Unfortunately for including cardiac and orthopedic care, Lenox Hill was a good stra- Lenox Hill, they went through many years of struggling financially. tegic fit. North Shore-LIJ’s analysis had found that its existing It was and is a world-class institution, providing high-quality health- hospitals drew well from residents on the east side of the Van Wyck care with known and named physicians.” HealthLeaders Media Breakthroughs: Hospital Merger and Acquisition Strategies in collaboration with ©2010 HealthLeaders Media, a division of HCPro, Inc. 21 Case Study | North Shore-LIJ Shapiro’s financial due diligence requires looking at the balance sheet, sifting through debt, analyzing if the population base is strong enough to support positive revenue performance. With Lenox Hill, he found that the hospital had tried to negotiate with payers back Michael Dowling, President and CEO, North Shore-LIJ Having trouble listening? Click here. in the 1990s on its own, and without the leverage of a large system their resulting revenue per discharge was lower than they needed to operate. As a result, investment in capital had been down for some time, including the loss of some administrative staff and the loss of some key physicians. But not all the news was bad. While the revenue cycle needed “On the one hand, I think the net employment usually rises when we take on an acquisition, but where we create the value is that we create additional throughput and efficiency, so we are able to serve more people and get more volume in a place with that increment of staff. Because usually what happens is that when you take those people out of the mix, the hospital operations get a little gummed up and less efficient.” Physician ties were some areas that had to be improved, but all in all, it was in pretty Mergers live and die by the will of the physicians involved. But that good condition. There are many books that describe how organiza- does not mean that North Shore-LIJ seeks to “own” all physicians tions fail, and the various stages they go through; they were not near on staff. Of the more than 9,000 physicians at the system, approxi- the end.” While some investment to replace key positions would come, mately 1,600 are salaried, says Dowling. North Shore-LIJ’s strategy the need was more for investments that could be made over time and is to create as much cultural and virtual alignment as possible with not a large, immediate infusion of cash, Shapiro says. Mark Solazzo, physicians, including a lot of leadership face-to-face time. The same North Shore-LIJ’s chief operating officer, says as with many of the was true when the Lenox Hill merger became a possibility. “Because Lenox Hill was struggling to survive financially, they “I don’t own them, but there is a core body of physicians at Lenox Hill that are unbelievably loyal to the institution and have pulled staff out of the mix that they would deem non-core, and that stayed loyal even during a period of time when the hospital was hav- we deem extremely core, for example, nurse educators, supervisors ing some trouble, so there is a great foundation there,” Dowling says. on off shifts, unit clerks that help the nurses stay at the bedside, those types of positions,” Solazzo says. So Solazzo’s team released 110 new positions at Lenox Hill for share gain efficiency. Solazzo sees the opposite. work, the hospital’s balance sheet was good, Shapiro says. “There system’s 14 previous mergers, they found Lenox Hill understaffed. editor’s note ally lead to a net loss of employees, as redundancy is eliminated to Much of the work with physicians is done during an extensive due diligence, where the team analyzes how the physician partners really work, says Solazzo. hire and plans to add 100 more over the next year. On the outside it “The part that you have to be most careful of is how you seek to might seem counter-intuitive. Mergers in non-healthcare fields usu- integrate the physicians into your clinical programs. We take a very HealthLeaders Media Breakthroughs: Hospital Merger and Acquisition Strategies in collaboration with ©2010 HealthLeaders Media, a division of HCPro, Inc. 22 Case Study | North Shore-LIJ cautious and deliberate approach, really trying to understand the physician medical staff network, because a medical staff of a hospital is very unique—how they operate, how they function, how their referral network exists, who are the influence makers, and who are the people in leadership positions, Solazzo says. Dowling and Solazzo take a “go to them” approach in creating the physician communication for a merger. between the lines 1,600 physicians of the more than 9,000 at the North Shore-LIJ system are salaried. “Since we started this process a number of months ago, I think I have had about another thousand dinners and breakfasts,” Solazzo says. “You have got to go to their office to understand where they live and what they face. It gives you a sort of sense of who they are and their work environment. Bringing a dozen doctors into a boardroom tells you very little.” Once the integration process starts, the merged physicians and “From the very beginning we developed our system differently than anybody else in this region, where we have single administration, single clinical leadership, single board structure, and everything is owned. We not only have hospitals but we have the whole continuum of care.” Michael Dowling, President and CEO, North Shore-LIJ clinical staff are brought to system-level expectations of quality and performance, but with the understanding that not everyone will get North Shore-LIJ has seen a lot of interest from private practice to those standards in the exact same way, says chief medical officer physicians looking for the safety of linkage with a health system. Lawrence G. Smith, MD. While the system is in no rush to necessarily employ in large num- “If you look at how we manage quality and how do we really actually function as a system instead of a bunch of independent hospitals, the approach is very clear, which is that we set standards share “ bers, Smith believes offering options for integration will serve the private practitioner and North Shore-LIJ. “We are trying very hard through this electronic medical record centrally, and then we allow local solutions,” Smith says, “We are initiative to build synergies and linkages with physicians without pretty cognizant of the fact that you can’t impose solutions on an them having to become a full-time employed physician, so that individual place, because the local culture, the resources, and the there’s the option of working together and being able to function in traditions can be very different, hospital to hospital. But you can’t an integrated healthcare delivery system without them having to compromise on standards. Everybody has to get to excellence.” give up their own personal business and become fully employed.” HealthLeaders Media Breakthroughs: Hospital Merger and Acquisition Strategies in collaboration with ©2010 HealthLeaders Media, a division of HCPro, Inc. 23 Case Study | North Shore-LIJ Integration The long and prestigious history Dowling and his team say they are acutely aware of the downside of mergers where hospitals add size without integration. “There are The road we have traveled many hospital systems, even in this region, that’ll tell you they’re integrated where there is no integration at all,” Dowling says. “People collect hospitals so that they can put them on letterhead. The alternative is that you have hospitals join you and you integrate them fully.” The hospitals, nursing homes and other facilities that comprise Having trouble listening? Click here. much longer than that. And so we know each other, we know how we operate, and we’re all singing the same tune together.” Dowling says that from the beginning of the system North Shore-LIJ has been moving toward a fully-integrated system “that manages and coordinates care.” So Dowling says federal healthcare payment reform and the creation of accountable care structures is not a major shift for his organization. “From the very beginning we developed our system differently share President’s Award for Exceptional Patient Service established CFAM Mammography Center opens 2007 CFAM Smith Institute for Urology opens history of providing communities with the most innovative 2001 Cardiac Cath program established at Huntington Hospital 2007 Pavilion at 9 Monti opens and effective care available in the New York 2001 SI Heart Institute opens 2007 Cardiac Intervention Program established at Southside Hospital metropolitan area. These are the milestones 2001 Syosset Hospital transformed into a surgical specialty hospital. 2007 First Kidney Transplant performed at NSUH LIJ 2001 North Shore-LIJ receives Pinnacle Award for Critical Care Quality. 2008 Bed Tower — Katz Women’s Hospital and Zuckerberg Pavilion construction begins 2001 C-Port Cardiac Intervention Program established at Southside Hospital 2008 Bioskills Laboratory opened 2002 Hillside Hosptial renamed The Zucker Hillside Hospital Center for Learning and Innovation (CLI) established 2008 1,000 car Parking Garage at LIJ opens 2008 50,000 sq. ft. expansion of Feinstein Institute 2002 NSUH and LIJ faculty practices consolidated 2008 2002 Picower Institute acquired Execute agreement to establish School of Medicine in partnership with Hofstra University 2002 Elmezzi Graduate School approved 2009 2002 Mirror Board established at Franklin Hospital Emergency and Trauma Center at SIUH opens 2009 Mirror Board established at SIUH 2003 NSLIJ bonds receive “A” rating 2009 2003 SIUH receives HANYS Pinnacle Award for Quailty in Falls Prevention Construction begins at NSUH for Katz Women’s Hospital 2009 Syosset receives JD Power Award for Service Excellence for the 4th consecutive year that have shaped our journey to becoming • u 1990’s 1991-92 North Shore University Hospital and Glen Cove merge 1992-93 North Shore Regional Health Service Corp. renamed North Shore Health System 1995 Hospital Huntington Hospital joins Health System 1995 Franklin Hospital joins Health System Syosset Hospital joins Health System 1995 LaGuardia Hospital acquired and remamed Forest Hills Hospital 2003 Research Institute receives GCRC grant from NIH 2004 New North Shore-LIJ logo introduced illustrating integration of the Health System 2010 North Shore-LIJ receives NQF Healthcare Quality Award 1996 Hospice Care Network formed 2004 Huntington Surgical Building opens 2010 1997 North Shore-LIJ Health System formed through merger of North Shore Health System and Long Island Jewish Medical Center 2004 Hospice Inn opens $400 million investment in Electronic Medical Record initiated 2004 System-wide Financial Assistance Policy established 2010 Patient Safety Institute expanded 2010 1999 Research Institute created 2004 Zucker Hillside Ambulatory Pavilion opened Children’s Hospital renamed Cohen Children’s Medical Center of NY North Shore Regional Health Service Corp. formed 1999 North Shore-LIJ receives JCAHO Codman Award 2004 SIUH receives JCAHO Codman Award Center for Extended Care and Rehabilitation (CECR) opens 1999 Center for Emergency Medical Services established at Syosset 2005 1999 Home Care Network consolidation Research Institute renamed Feinstein Institute for Medical Research 2005 Center for Advanced Medicine (CFAM) established 1996 Southside Hospital joins Health System 1996 Staten Island University Hospital joins Health System • 1988 1989 u 1980’s 1998 Core Laboratory established 2000 Hospice Care Network joins Health System 2010 Hofstra North Shore-LIJ School of Medicine receives preliminary accreditation to accept its first class of 40 students in summer 2011 2010 Lenox Hill Hospital joins North ShoreLIJ, establishing the health system’s first hospital in Manhattan Click the timeline to maximize. Source: North Shore-LIJ is owned. We not only have hospitals but we have the whole continuum of care,” Dowling says. In addition to hospital mergers like Lenox Hill, Dowling has been buying other pieces of the continuum, including placing a winning $17 million bid on the homecare license left from the bankruptcy of Saint Vincent Catholic Medical Center’s Certified Home Health Agency based in Manhattan. The one piece of the continuum than anybody else in this region, where we have single administra- missing from North Shore-LIJ is a health plan, which Dowling says tion, single clinical leadership, single board structure, and everything is “something we are definitely planning for.” HealthLeaders Media Breakthroughs: Hospital Merger and Acquisition Strategies in collaboration with ©2010 HealthLeaders Media, a division of HCPro, Inc. CLI Patient Safety Institute established 2007 Cardiac surgery program initiated at SIUH but are converted to advisory boards only. 15 years together, and many of us have been in the organization for CFAM Diagnostic Imaging Center opens 2006 2001 all integrated. Governing boards at the merged hospitals are kept the management team here has worked together at a minimum of CFAM Monter Cancer Center opens 2006 the North Shore-LIJ Health System have a long and prestigious 1994 Central General Hospital acquired and renamed Plainview hospitals, one CFO and one COO. And I’m also very proud to say that Mirror Board established at Southside Hospital 2006 2007 tion is centralized. Systems from finance to procurement to IT are Mark Solazzo, Executive Vice President and Chief Operating Officer, North Shore-LIJ Nassau University Medical Center (NUMC) affiliation executed 2005 Hospice Care Network joins Health System As with all hospitals in the North Shore-LIJ system, administra- call it, ‘separateness,’ Shapiro says. “We have one CEO over all the 2000’s CFAM Ambulatory Surgery opens 2005 2000 a national healthcare leader. “We don’t have sponsorship agreements that provide for, I’ll • u 2005 About PricewaterhouseCoopers About HealthLeaders Media Committed to the transformation of healthcare through innovation, collaboration and thought leadership, PricewaterhouseCoopers’ Health Industries Group offers industry and technical expertise across all health-related industries, including providers and payers, health sciences, biotech/ medical devices, pharmaceutical and employer practices. 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