Serving Georgia’s community hospitals for 28 years Alliance Membership Business Meeting October 13, 2011 Special Session Recap Legislative Issues: •2012 Agenda Items •Look Back at 2011 Session •Look Ahead to 2012 Session Questions & Discussion Governor’s Call •Reapportionment •Transportation sales tax •Motor fuel tax Timeline •Began August 15, 2011 •Ended August 31, 2011 Accomplishments •Legislative and Congressional reapportionment maps adopted •Date of TSPLOST vote not changed •Motor fuel tax suspension ratified Access •Expand the delivery of quality healthcare available to all Georgians regardless of their ability to pay. •Implement funding mechanisms that provide full reimbursement to providers of medical services to all populations. Community Benefits Recognize the benefits of having community-based organizations that re-invest in their services and facilities in order to keep resources, jobs and quality healthcare in Georgia communities. Essential Services •Continue to provide tax exemptions that allow not-forprofit hospitals to provide essential but unprofitable services, such as emergency care, trauma, perinatal services and training new physicians. •Create a sustainable, statewide trauma network that provides excellent care to victims of traumatic accidents. •Increase funding for healthcare training, including funding for additional medical school and graduate medical education slots. 2011 Look Back •Created the Department of Public Health •Gave burn centers trauma designation •Allow EMTs to be compensated for all trauma patients 2012 Look Ahead •Possible minimum standards for not-for-profit exemptions •Transition of public health duties to new agency Quality of Care Continue to improve the quality of healthcare outcomes for patients, including the goal of eradicating medication errors and hospital infection rates while guarding against unnecessary and ineffective legislative and regulatory burdens. Workforce •Increase the supply of qualified healthcare providers practicing in the state of Georgia through increased medical education opportunities and thoughtful accreditation and practice standards. •Ensure that healthcare workers can perform their duties to the best of their ability by allowing them to use the most medically prudent practices and protecting their physical safety while at work. Regulations •Rewrite Georgia’s open records act in a manner that provides clarity and transparency while protecting the ability of governmental entities to effectively carry out their duties. •Allow hospitals to use any federally qualified accreditation entity. 2011 Look Back •Provide pertussis information to parents of newborns •Greater latitude for community service boards •Prohibit contingency fees for Medicaid audits- VETOED •Consolidate Georgia Composite Medical Board and Georgia Board for Physician Workforce •Created mechanism for Georgia Board of Nursing to license graduates of some non-traditional nursing programs •Imposed tougher immigration laws 2012 Look Ahead •Rewrite of open records law •Adoption of new federal accreditation standards •Clarification of use of “third-arm” process in emergency rooms •Certification standards for surgical technicians Medicaid & Medicare •Improve reimbursement levels for all Medicaid & Medicare providers, including supplemental payments for uncompensated care from the Indigent Care Trust Fund. •Redesign the state’s Medicaid program in a manner that directs the most reimbursement to providers of medical services while lessening the administrative and regulatory burdens on those same providers. Private Insurance Increase the number of patients with private insurance through the creation of an insurance exchange that is tailored to best suit the needs of Georgia’s citizens and healthcare providers. 2011 Look Back •Amended Fiscal Year 2011 • $2.24B State Funds ($12.28B Total Funds) • No direct cuts to hospital Medicaid rates •Fiscal Year 2012 • $2.45B State Funds ($11.22B Total Funds) • .5% cut to Medicaid provider rates but no direct cuts to hospital Medicaid rates •Amended allocation methodology for Disproportionate Share Hospital Program 2011 Look Back •Avoided reduction in hospital provider payment add-on rate •Allow Georgians to purchase health insurance policies approved in other states •Imposed prompt pay requirements on third party administrators •Implemented contingency rate for emergency medical services for county inmates •Adopted Health Care Compact 2012 Look Ahead •DCH Budget Proposal for AFY 2012 & FY 2013 • No Medicaid or PeachCare cuts •Redesign of Medicaid program •Sunset of hospital provider payment in 2013 •Possible creation of individual and small business insurance exchanges •Changes to Medicare & Medicaid programs as part of federal budget deal & Affordable Care Act •Reform the state’s tax system in a manner that does not impact the ability of not-for-profit hospitals to fulfill their mission of caring for patients and serving their communities. •Encourage the continued strength and growth of the healthcare job market through tax policy that allows hospitals to expand services and provide tens of thousands of career opportunities. •Implement tax policy that discourages unhealthy behavior, like the use of tobacco, rather than imposing financial hardships on healthcare providers. 2011 Look Back •Increased nursing home provider fees and reimbursement rates for SOURCE patients •Debated recommendations by Special Council on Tax Reform and Fairness for Georgians 2012 Look Ahead •Continue discussion of state revenue structure Industry Consolidation in the Era of Health Reform Industry Consolidation in the Era of Healthcare Reform October 13, 2011 Healthcare M&A Trends & Activity Current Situation Trends Commentary Weak Economy Rate Reductions Higher Expenses Competitive Environment Increased M&A Activity Lower patient volumes as patients defer elective services Increased charity care/bad debt expense due to high unemployment and the loss/reduction of insurance Unfavorable changes in payer mix away from commercial payers due to elevated levels of unemployment Medicare/Medicaid rates reductions going forward Challenged State budgets further affecting Medicaid rates Commercial insurer leverage pressuring reimbursement rates State insurance exchanges likely driving reimbursement below commercial payers Reduced ability to cost shift Higher interest expense due to credit deterioration Costs of implementing physician alignment initiatives IT investments Unfunded pension liabilities Deferred maintenance - need to revitalize aging plants Increased volume shift from inpatient to outpatient Increased competition from specialty hospitals/providers Position for healthcare reform – clinical integration Economies of scale and greater access to capital for larger organizations Synergies and operational efficiencies, rationalization of services Increased negotiating leverage Access to quality infrastructure, care management capabilities, and sophisticated IT platforms ____________________ Source: Wall Street research. 1 Healthcare M&A Trends & Activity Healthcare Reform – “Volume to Value” New Delivery Model Reform Readiness Strategies Quality Improvements Bundled Payments/Risk-based Compensation Fee-for-service model replaced with single payment for all services related to treatment Reduce preventable readmissions and hospital acquired infections Core measures, HCAHPS Driver of clinical integration & volume reduction Begins in 2013 for Medicare Consolidation Pay-for-Performance New payment models based on cost savings and quality improvements Sector-wide shift towards consolidation accelerated by reform Spread fixed costs over larger revenue base Improve access to capital Physician Integration Reduced reimbursement rates for readmissions and hospital acquired infections Physician and medical group acquisitions Cost Controls Accountable Care Organizations Predicated on theory that costs decrease through increased coordination across continuum of care Shared savings incentives Begins in 2012 Efficiency and savings initiatives Commercial payer rates have likely peaked and government rates are set to decline Investments in Technology ____________________ Sources: Wall Street research. 2 Meaningful use standards Potential for long-term cost savings Healthcare M&A Trends & Activity Impact of Debt Ceiling Agreement on Providers Timeline Commentary Phase 9/16: First Committee meeting Immediate Discretionary Cuts Immediate discretionary cuts of $917 billion over ten years Medicare and Medicaid are exempt 10/1: Discretionary cuts take effect 11/23: Committee votes Jan. ’13: Automatic cuts take effect Deficit Reduction Committee Automatic Cuts if No Agreement Committee to identify $1.2 - $1.5 trillion in additional cuts $130 - $160 billion in Medicare cuts estimated $50 - $100 billion in Medicaid cuts estimated Automatic cuts kick-in if no agreement is reached Medicare cuts limited to 2% across the board; Medicaid exempt Excludes ~$500 billion of cuts from health care reform Reform subsidies/implementation funding may be targeted Medicare payments to teaching hospitals may be targeted Providers face significant reimbursement cuts during the second or potential third phase of the $2.1 - $2.4 trillion deficit reduction deal. ____________________ Sources: Wall Street research and industry publications. 3 Healthcare M&A Trends & Activity Relationship Between Scale and Credit Number of Hospitals in Systems(1) Distribution of Credit Ratings(2) 3,000 25 2,900 20 2,800 2,700 21 21 18 17 14 15 2,600 15 14 10 2,500 3 5 2,400 13 12 10 6 4 1 2 1 0 2,300 2000 2001 2002 2003 2004 2005 2006 2007 2008 AA+/AA 2009 AA- A+ A A- Systems Scale & Credit Ratings(3) BBB+ BBB BBB- SG Stand-Alones Volume & Profitability(4) 60% 60% 100% 97% 87% 87% 90% 40% 40% 76% 80% 70% 50% 50% Profits % of Systems Rated “A” or Higher 15 12 70% 30% 30% 20% 20% 60% 10% 10% 50% 0% 0% $250M - $500M $250MM-$500MM $500M - $1BN $500MM-$1BN $1BN - $2BN $1BN-$2BN 0% 0% $2BN+ $2BN+ Operating Revenues 5% 5% 10% 10% 15% 15% 20% 20% Admissions ____________________ (1) Source: American Hospital Association. (2) Source: Standard & Poor’s 2010 Not-for-Profit Healthcare Medians. (3) Source: Moody’s Investor Services. (4) Source: The New England Journal of Medicine. “The Next Wave of Corporate Medicine – How We All Might Benefit.” David M. Cutler. August 2009. 4 25% 25% 30% 30% 35% Healthcare M&A Trends & Activity Factors Driving Consolidation Unprecedented combination of macro-economic influences, industry pressures and market dynamics driving consolidation. Access to Full Continuum of Care Risk Bearing Capabilities Access to Capital Management Expertise Investments in Technology Managed Care Expertise Economies of Scale CONSOLIDATION Physician Integration Operating Efficiencies Physician Recruitment & Retention Purchasing Leverage Weak Economy Low Interest Rate Environment 5 Private Equity Healthcare M&A Trends & Activity Hospital and Health Care System Strategic Response Hospitals and healthcare systems across the U.S. are evaluating their strategic options. Multi-State Systems Regional Systems Independent Standalone Hospitals Market by market strategic assessment; portfolio analysis - invest, partner, divest or swap Take advantage of opportunities to grow in existing markets where viewed as favorable partner Growth in contiguous as well as new markets Clinical integration through physician acquisitions Monetize non-core assets and re-deploy capital in markets with greater chance of success Own across continue of care or partner to provide ancillary services (home health, post-acute, etc.) Conversion to investor-owned Assess wherewithal to be a consolidator or proactively approach most favorable partner(s) Formation of “super regional” systems JV strategies to pursue growth, defend market share, build networks (acute & ambulatory surgery) Sale of assets to raise capital for strategic investments in core market(s) Clinical integration through physician acquisitions Conversion to investor-owned Approaching systems viewed as most favorable partner with skill, scale, share and resources Develop new regional systems with other independent hospitals Leveraging a competitive partnering process to maximize value of assets and ensure most attractive terms including purchase price, capital commitments, continuity of services Developing specialty service provider in the market – “carving out a niche” 6 Healthcare M&A Trends & Activity Quarterly Deal Volume by Healthcare Service Behavioral Health Home Health Hospitals Labs, MRI, Dialysis 256% Increase Since Q1 ’10 4.5 4 16 4 4 35 14 14 3.5 3 3 11 12 9 10 2.5 2 2 6 1 4 10 0.5 2 5 0 0 0 Q1:10 Q2:10 Q3:10 Q4:10 Q1:11 Q2:11 Q1:10 Long Term Care Q2:10 Q3:10 Q4:10 Q1:11 24 Q2:11 11 12 10 9 8 8 8 9 6 4 4 2 0 Q1:10 Managed Care 16 14 24 15 6 0 24 18 20 7 18 16 25 9 8 2 1.5 32 30 Q2:10 Q3:10 Q4:10 Q1:11 Q2:11 Q1:10 Physician Groups Q2:10 Q3:10 Q4:10 Q1:11 Q2:11 Rehabilitation 90% Increase Since Q1 ’10 40 35 36 38 35 7 35 7 7 27 30 25 8 28 6 4 15 3 10 2 5 1 5 0 0 0 Q2:10 Q3:10 Q4:10 Q1:11 Q2:11 3 15 2 1 Q1:10 Q2:10 Q3:10 Q4:10 Q1:11 9 10 1 Q2:11 3 13 12 5 5 4 4 18 20 20 Q1:10 27 25 5 20 6 29 30 3 2 2 2 1 1 0 Q1:10 Q2:10 Q3:10 Q4:10 Q1:11 Q2:11 Q1:10 Q2:10 Q3:10 Q4:10 Q1:11 Q2:11 Transaction volume has accelerated significantly in the Hospital and Long Term Care sectors since the passage of health care reform in early 2010. ____________________ Source: Irving Levin. 7 Healthcare M&A Trends & Activity Historical Perspective Announced Hospital Transactions 200 183 180 ? 160 139 140 120 112 110 100 86 83 73 80 59 58 60 51 57 58 60 2006 2007 2008 52 38 40 20 0 1997 1998 1999 2000 2001 2002 2003 2004 2005 2009 2010 2Q '11 2012 Annualized Mergers between 1994 and 2000 structured to enhance leverage with payors In 2008/2009 financial crisis, hospitals internally focused on surviving short term Healthcare reform has been an additional catalyst for hospital M&A in 2010 and 2011 Today, there is a general perception that benefits of scale include more than just increased negotiating leverage with key vendors Scale and skill are necessary to achieve the efficiencies required for success in the new era of health care reform ____________________ Source: Irving Levin. 8 Healthcare M&A Trends & Activity Valuation Perspectives Below average trading multiples encouraging growth through acquisitions while assets are “under-valued”. Historical Hospital Sector Valuations (EV/EBITDA) 14.0x Median 6.7x 7.1x 7.3x 1 Year 5 Year 10 Year 12.0x 10.0x 8.0x 6.0x 2012E EV/EBITDA(1) 3/11 12/10 9/10 6/10 3/10 12/09 9/09 6/09 3/09 12/08 9/08 6/08 3/08 12/07 9/07 6/07 3/07 12/06 9/06 Hospital Acquisition Multiples 1.6x 5.6x 1.4x 6.0x 5.8x Price/Revenue 6.2x 6.0x 5.8x 5.6x 5.4x 5.2x 5.0x 4.8x 4.6x 4.4x 6/06 3/06 12/05 9/05 6/05 3/05 9/04 12/04 6/04 3/04 12/03 9/03 6/03 3/03 9/02 6/02 3/02 12/01 9/01 6/01 3/01 2.0x 12/00 4.0x Average: 5.5x 5.4x 5.0x 5.0x 1.2x 1.0x 0.8x 0.6x 0.4x 0.2x 0.0x CYH HMA LPNT THC HCA VHS 2003 2004 ____________________ Source: Wall Street Research. (1) As of September 30, 2011; Enterprise Value = MV of Equity + Short-term Debt + Long-term Debt + Preferred Equity + Minority Interest - Cash & Marketable Securities. 9 2005 2006 2007 2008 2009 2010 Healthcare M&A Trends & Activity Not-for-Profit vs. For-Profit Buyers & Sellers Buyers 100% 58% Sellers 55% 37% 33% 100% 60% 90% 90% 80% 80% 70% 70% 60% 63% 67% 60% 50% 40% 40% 56% 42% 17% 30% 83% 70% 60% 58% 50% 42% 45% 30% 30% 20% 20% 10% 10% 0% 0% 2006 2007 2008 Non-Profit 2009 44% 40% 40% 2006 2010 For-Profit 2007 2008 Non-Profit ____________________ Sources: Irving Levin. 10 2009 For-Profit 2010 Healthcare M&A Trends & Activity For-Profit Hospital Management Companies The universe of for-profit hospital management companies is shifting. Financial sponsors are changing their view of hospital management companies in response to the pressures of health care reform. New players are emerging while others are exiting the industry. 11 Healthcare M&A Trends & Activity Significant Private Equity Investments in the Hospital Sector ($ in Millions) Date Sponsor Company Focus $ Commitment Chairman/CEO CFO Hospitals Owned 5/2/2001(1) Welsh Carson Ardent Health Services (1) Urban $330 David Vandewater Clint Adams 8 4/12/2002(2) Willis Stein Merit Health Systems Urban $100 Tyree Wilburn John Thompson 2 1/5/2004 Vestar Essent Healthcare Rural $80 Michael Browder Steven Wylie 3 5/7/2004(3) TPG (3) IASIS Healthcare Urban $590 (5) Carl Whitmer John Doyle 18 7/23/2004(4) Blackstone (4) Vanguard Health Systems Urban $749 (5) Charles Martin Phillip Roe 26 5/4/2005 GTCR Capella Healthcare Rural $200 Daniel Slipkovich Denise Warren 15 11/4/2005 GS Private Equity Signature Hospital Rural $150 James Dalton/Charles Miller Steven Paterson 2 7/24/2006 Bain/KKR/Merrill Lynch HCA Urban $4,966 (5) Richard Bracken Milton Johnson 164 1/21/2008 CCMP Legacy Hospital Partners Urban $500 Dan Moen Bill Hibbitt 5 7/15/2009 Warburg Pincus RegionalCare Hospital Partners Rural $300 Marty Rash John Bakewell 4 Urban $400 (5) Ralph de la Torre James Renna 6 Urban $200 (5) Sam Lee Michael Heather 5 Urban $400 (5) Leo Brideau Tony Speranzo 3/25/2010 8/16/2010 Leonard Green Prospect Medical 2/21/2011 ____________________ (1) Formerly Behavioral Healthcare Corp. (2) Date on which Merit, set up as an investment vehicle, bought its first hospital. (3) TPG acquired IASIS from JLL in a transaction that valued IASIS at $1.3 billion. TPG owned 74.4% of IASIS post transaction. (4) Blackstone acquired Vanguard in a transaction valued at $1.75 billion. Blackstone owned 66% of Vanguard post transaction. (5) Commitment equals amount of equity invested at transaction. 12 NA Healthcare M&A Trends & Activity Private Equity Firms Highly Interested in Hospital Sector Industry Specific General/Macroeconomic Highly fragmented industry Non-cyclical Favorable demographics Stable, predictable, growing population Large component of GDP Capital intensive Weak economy Public market valuations low Availability of seasoned mgmt talent Low interest rates Precedent successes (HCA, Triad, etc) Factors Driving Private Equity Investments Financing Health Care Reform Efficient debt markets Low-cost of capital Reduces uncompensated care Demands efficient delivery model Available cash for acquisitions Strong fundraising environment as investors search for alternative to stock market Opportunity to effectively assume risk and capture more total healthcare dollars spent Ability to turnaround operations and make acquisitions accretive 13 Healthcare M&A Trends & Activity Public Hospital Management Companies - Leverage The cost of borrowing in the high yield debt market has been near all-time lows. 25% HY Master II Index "BB" "B" Healthcare 20% Current 8.63% 6.96% 8.92% 8.19% Average 10.24% 8.11% 10.03% 8.49% 15% 10% 5% 0% 12/31/99 12/20/00 12/13/01 12/3/02 11/25/03 11/11/04 11/2/05 US High Yield Master II Index 10/24/06 BB B 10/15/07 10/7/08 9/25/09 9/15/10 8/23/11 Healthcare Leverage is a Common Way to Fund Acquisitions(1) Healthcare companies issued over 7% of all high yield debt in 2010 Vanguard - $1,990 million in three sales since 2010 UHS - $1,600 million in 2010 Tenet - $1,525 million in two sales since 2009 Capella - $500 million in 2010 HCA - $4,460 million in four sales since 2009 Ardent - $325 million in 2010 Hospitals tend to move through cycles of levering up to make acquisitions, then spend the next few years using their free cash flow to de-lever and create balance sheet capacity for the next round of acquisition growth. ____________________ (1) Source: Bank of America Merrill Lynch research. 14 Healthcare M&A Trends & Activity For-Profit/Not-For-Profit Transactions Investor-owned companies showing increased flexibility in partnership arrangements with not-for-profits. Increasing willingness of NFP’s to partner with investor-owned companies. Considerations For-Profit Hospital Companies are Expanding into New States Investor-owned partnerships offer: Access to alternative sources of capital Purchase price often sufficient to establish substantial community foundations Capital commitments for capital projects Commitment to maintain services Shared governance Sophisticated management IT services and capabilities Acceptance of existing charity care policies Willingness to comply with Catholic ERD’s Quality data indicates comparable outcomes For-profits entering new markets Massachusetts New Jersey Connecticut Rhode Island Recent Transactions Acquirer Formerly focused on select markets such as Sunbelt States, but now expanding into new regions, including Northeast 15 Target State Purchase Price RI $77M CT $200M MA $103M Healthcare M&A Trends & Activity For-Profit/Not-for-Profit Joint Ventures The blurring lines between not-for-profits and investor-owned companies… Date 9/1/2011 2/20/2011 1/31/2011 For-Profit Not-for-Profit State TX Structure Overview Multi NC 5/27/2010 FL 4/15/2010 TX Vanguard acquired 51% interest in Valley Baptist for $210 million 80%/20%; Ascension manages day-to-day operations 97%/ 3%; Lifepoint manages day-to-day operations Duke benefits from referrals HMA acquired 60% interest in three Shands hospitals in Florida LHP and THR partnered to acquire Wilson N. Jones Memorial Governance is split 50%/50% ____________________ Sources: Irving Levin. 16 Healthcare M&A Trends & Activity Ten Largest Hospital Transactions, 2006-2011Q2 Seven of the ten largest hospital transactions have occurred in the last 18 months. Purchase Price Number of Hospitals 2006 $33bn 176 2007 $6.8bn 51 2010 $3.3bn 16 2010 $1.7bn 44 2010 $1.3bn 8 2010 $830m 6 2009 $570m 20 2011 $475m 2 2010 $363m 5 2010 $355m 3 Year Acquirer Target ____________________ Sources: Irving Levin. 17 Healthcare M&A Trends & Activity Payor/Provider Partnerships Highmark Acquires West Penn Allegheny UnitedHealth Acquires 2,300 Doctors in CA Highmark acquiring West Penn for a total consideration of approximately $500 million UnitedHealth Group acquired Irvine, CA-based Monarch HealthCare in September 2011 Defensive maneuver 2,300 physicians in a range of specialties Attempt by Highmark to prop up the only competition to rival UPMC, the region’s largest provider in a two hospital town Strengthens presence of United’s Optum health services business line in southern California Other similar transactions include Humana’s acquisition of Concentra and WellPoint’s acquisition of CareMore Health Group West Penn is a five hospital system that has operated at a loss for the past five years Increased collaboration between insurance companies, hospitals and physicians is redefining the approach to healthcare delivery and population health management. ____________________ Source: Company filings. 18 Healthcare M&A Trends & Activity Trinity Health + Loyola University Health System Transaction Highlights Announcement Date: March 4, 2011 Closing Date: June 30, 2011 Offer Price: $475m(1) Overview of the Organizations Price/revenue multiple: 0.43x. This compares to an average price/revenue multiple of 0.70x for Q1 ’11(1) Structure: Membership Substitution Transaction Summary: Trinity Health (“Trinity”) acquired Loyola University Health System (“LUHS”) from Loyola University of Chicago (“LUC”) Largest hospital transaction closed in 2011 YTD Example of unique transaction involving a community hospital system acquiring an academic medical center 4th largest Catholic health system in US Only Catholic AMC in Illinois Aa2/AA/AA Baa3 Revenue $7.1 bn $1.1 bn Discharges 331,587 39,938 7,833 820 8,000+ 1,000 800 1,824 Business Bond Rating Licensed Beds Physicians Students Universities are increasingly questioning the need to own academic medical centers given uncertainty of healthcare reform and significant capital demands. ____________________ (1) Source: Irving Levin. 19 Healthcare M&A Trends & Activity Evolving Policies at State Governments Florida Commission on Taxpayer Funded Hospital Districts established in March 2011 Created to assess and make recommendations on the role of hospitals districts and whether it is in the public’s best interest to have government entities operating hospitals New Jersey Committee appointed to study a plan to dismantle the University of Medicine and Dentistry of New Jersey and replace it with an enhanced delivery system in Newark Committee will report its findings to the Governor in September 2011 Massachusetts For-profit hospital companies have been actively acquiring stand-alone not-for-profits, a trend that is not expected to cease anytime soon, nor one that is necessarily unwelcome by the State government Massachusetts’ unique health insurance model (e.g. RomneyCare) positions it as a testing ground for health care reform readiness strategies Illinois Illinois’s Department of Revenue is scrutinizing, and in some instances revoking, hospitals’ property tax exemption due to alleged inadequate charitable care levels State and local governments are beginning to view for-profit hospitals as a welcome new source of tax revenue. ____________________ Sources: Industry publications and periodicals. 20 Healthcare M&A Trends & Activity Strategies for Growth and/or Repositioning In the current period of rapid transition there are new and innovative solutions to support and fund growth and/or reposition ancillary services and non-core business lines. Acute Care Ancillary and Other Services Outsourcing & Infrastructure Rationalize Portfolio Urban Academic Ambulatory Surgery Centers Skilled Nursing Facilities Physician Services Divest Suburban Sole Provider Imaging Centers LTACHs Nurse Staffing Joint Venture Rural Children’s Radiation Therapy Home Health HCIT 2010 Dialysis Examples Include: Hospice Behavioral Health Clinical Labs Strategies Traditional In Market Acquisition Non-Traditional New Market Acquisition JV’s w/ NFP JV’s w/ NFP Consortium National ForProfit Affiliation Consortium JV’s w/ Private Equity JV’s w/ For-Profit JV’s w/ Private Equity For-Profit Conversion 21 100% Sale Sale of majority equity interest Convert selected assets into new for-profit venture Healthcare M&A Trends & Activity ASCs - Select Partnerships with Not-For-Profits Health System/Hospital Adventist Health Ascension Health Baylor Bon Secours Catholic Health Partners Catholic Healthcare West Centura Health CHRISTUS Health Cookeville Reg Med Cntr Covenant Health INTEGRIS Health Kennedy Health Legacy Health McLaren Health Memorial Hermann Meridian Health Mountain States Hlth Allnc North KS City Hospital NorthShore Univ Hlth Providence Health System Scripps Health SSM Healthcare St. John Health System St. John's Mercy Christ Hospital Williamson Med Cntr Geographic Focus Health System/Hospital 12 States 19 States and D.C. Mutliple TX Markets Seven states Four States Three States Colorado Eight states Middle Tennessee Eastern Tennessee Oklahoma New Jersey Portland, Oregon Michigan Houston, Texas New Jersey Northeast Tennessee Kansas City, MO Chicago, IL Five states San Diego, CA Four states Oklahoma Missouri Cincinnati, OH Franklin, TN Sutter Health CA Pacific Medical Center University of CA San Diego Redlands Comm Hosp Loyola Univ Hlth Systm Baylor College of Medicine Holy Spirit Mainline Health Baptist Health System Vanderbilt University Shands Hospital Florida Hospital Owensboro Health System Northeast GA Medical Ctr Muskogee Reg Med Ctr Norman Reg Hospital Geographic Focus Multiple CA Markets San Francisco, CA San Diego, CA Redlands, CA Oakbrook Terrace, IL Houston, TX Camp Hill, PA Paoli, PA Memphis, TN Nashville, TN Jacksonville, FL Winter Park, FL Owensboro, KY Gainesville, GA Muskogee, OK Norman, OK Health systems can attract external capital while enhancing and implementing their outpatient surgery strategies through joint ventures and/or affiliation agreements. ____________________ Source: Company filings. 22 Healthcare M&A Trends & Activity Closing Remarks We encourage you to…. Take a proactive approach to determining the fate of your organization in the new era of healthcare reform Analyze operational performance based on Medicare only reimbursement and ability to bring costs in line Critically assess your strategic position in the market Ascertain what you believe will be the end game in your market and how your organization fits in Evaluate all strategic alternatives for all assets and services across the continuum of care Think outside the box Be open to discussions with all parties Develop a comprehensive strategic plan as soon as possible 23 Notice to Recipient Confidential These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. 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Tax Policy Discussion •Introduction & Overview •Community Specific Examples •Implications of Tax Policy •Not-for-Profit Mission •Not-for-Profit Value •Community Benefit Standards Caring for Patients Payments Caring for Patients Dividends Payments Caring for Patients Payments Reinvestment Serving Our Communities Tax Exemption Reinvestment Community Benefit Studies •Pershing Yoakley Associates •Cleverly & Associates •Medlytix Study Parameters •Used FY '09 data from hospital financial surveys (HFS), audited financial statements and community benefit reports •Only 990 allowable costs •Only 1/3 of bad debt based on Medlytix study of federal charity standards •No uncompensated Medicare costs included •No costs attributable to essential services •Taxes estimations for sales & use, property and income taxes Value Versus Exemptions •$1.15 Billion in Community Benefits •$288 Million in Estimated Tax Exemptions •$862 Million Return on Investment $1 state & local exemptions = $4 community benefit Reinvestment •2 year growth in net fixed assets •Revenue to net fixed assets Georgia NFP hospitals reinvest a substantial portion of their earnings back into community-based facilities and services as compared to national norms and investor-owned hospitals. Reserves •Cash & reserves available $5.38 Billion •Cash & reserve needs $7.68 Billion •Shortage of $2.30 Billion NFP hospitals do not have excess reserves; in fact, current reserves are not sufficient to meet established working capital and replacement needs. Economic Impact •Over 100,000 jobs •Almost $6 Billion in salaries and benefits annually •Healthcare access is an important concern for relocating businesses •Healthcare is one of only two industries with job growth during the recession Economically viable hospitals are good for the economic development of Georgia Essential Services •15 of the state’s 16 trauma centers •State’s busiest emergency departments •95% of residency slots •Majority of NICU beds NFP hospitals provide the bulk of the state’s essential but unprofitable services. Studies Conclusions •$1 state & local exemptions = $4 community benefit •Georgia NFP hospitals reinvest a substantial portion of their earnings back into community-based facilities and services •NFP hospitals do not have excess reserves •Economically viable hospitals are good for the economic development of Georgia •NFP hospitals provide the bulk of the state’s essential but unprofitable services. •State & Federal Minimums •Illinois Experience •Local Control One Size Does NOT Fit All •Gainesville •Jesup •Savannah Northeast Georgia Health System • NGHS is a not-for-profit community health system dedicated to improving the health and quality of life of the people of northeast Georgia and receives no tax support from local government for indigent care. Northeast Georgia Health System • NGHS is the largest employer in Hall County • Hall County is home to 47 Fortune 500 companies and the overall economic health is strong • 9.6% of families live below the poverty level • 19% are uninsured (www.healthyhall.com) Healthy Hall Community Partnership • To better understand the healthcare needs of the community, the Healthy Hall Partnership was convened by NGMC in 1998 to oversee a comprehensive local health needs assessment process. • The assessment identified as a critical issue in Hall County the impact that access to the healthcare system had on the health status of county residents. Community Health Needs Assessment • Some of the resounding priories identified were: – The need for expanded access to effective disease prevention services, health screening and disease management strategies for all in Hall County, including those with low incomes and no insurance; – Expanded access to dental services, especially for uninsured, low income children; – The need to decrease utilization of the emergency department for non-emergent health care. HALL COUNTY MODEL FOR SERVING MEDICALLY INDIGENT Health Access Initiative Hall County Health Department Primary & Prenatal Care The Longstreet Clinic Volunteer Physicians and Professionals Specialty Care Good News Clinics Northeast Georgia Health System, Inc. Inpatient & Outpatient Care Primary & Dental Care Good News Clinics • NGMC helps support Good News Clinics (GNC), a non-profit, faith-based charitable clinic that provides free healthcare services to indigent people in Hall County who do not have insurance or cannot qualify for government-sponsored programs. • NGMC has been a partner with Good News Clinics since it was founded by private physicians in 1992. • GNC receives no State or federal funding. • GNC is the largest free clinic in the State. Good News Clinics Impact • During the past 3 years, Good News Clinics has had: – 28,806 medical visits – 22,041 dental visits – 30,723 lab visits • Additionally, the GNC dispensary has filled 202,596 prescriptions valued at $11.9 million. Good News Clinics • A study conducted by Phaedra Corso, PhD and Angela Fertig, PhD, researchers at the Department of Health Policy and Management at the University of Georgia, researched the economic benefits associated with two free clinics in Georgia, one of which was the Good News Clinics. • According to the study in both communities and clinics, – The costs associated with non-urgent ED care decreased 14% to 20% for a sample of patients in the year after they enrolled in the free healthcare clinic compared to the year before enrollment in the clinic – In-patient related costs declined by 20% to 34% in both clinics Good News Clinics and Health Access Initiative • Hall County residents rank 10th best for overall “Health Outcomes” according to data reported in February 2010 by the Robert Wood Johnson Foundation and the University of Wisconsin Population Health Institute. – This ranking can reasonably be attributed to nontraditional collaborative initiatives with community partners that NGMC has long engaged in and supported to remove barriers to healthcare services for low-income populations. Total Contributions to Good News Clinics Since 2006 Payouts Amount February 2007 12,000.01 February 2007 187,999.99 FY08, 1st contribution 131,731.00 FY08, 2nd contribution 102,530.00 FY08, year-end contribution 95,854.00 FY09, 1st contribution 150,771.00 FY09, 2nd contribution 118,279.00 FY09, year-end contribution 81,585.00 FY10, 1st contribution 132,343.00 FY10, 2nd contribution 124,736.00 FY10, year-end contribution FY11, 1st contribution 90,181.00 262,463.00 $1,490,473.00 Health Access Initiative • HAI, a partnership of the Hall County Medical Society, private physicians, and NGMC, grew out of the efforts and findings of the Healthy Hall Partnership. • HAI was founded in 2002 to provide a more efficient model of specialty care delivery. In January 2003, HAI’s first executive director was hired and HAI became incorporated shortly thereafter. Health Access Initiative • With the leadership of physicians and the involvement of NGMC, HAI has successfully developed a sustainable, comprehensive, well coordinated health delivery system that manages care, promotes early intervention and integrates primary specialty, ancillary and hospital services for the uninsured. • A network of more than 200 physicians provides care for HAI enrollees at no charge. • HAI enrolls adult (18-64 years old) residents of Hall County who are uninsured, at or below 150% of federal poverty level and not eligible for other public programs. Health Access Initiative Operating Costs and Funding Sources • HAI’s operating budget for 2009 was $264,425; The Medical Center Foundation provided 90% of funds. NGMC also provides HAI with office space and covers the cost of utilities. – Emergency Department utilization October ’09 - July ’10 – Non HAI patients (self-pay and all payers) used the ED 25 times more frequently than HAI patients and self-pay patients were hospitalized twice as often as HAI patients. – Inpatient admits – Self-pay patients were hospitalized twice as often as HAI patients. All payers (non HAI) were hospitalized 3.4 times the rate of HAI patients. – Outpatient services utilization – HAI patients obtained needed healthcare services via outpatient (95.2%) for most of their encounters at NGMC. NGHS Projections for Fiscal Year 2012 Provider Tax $3,000,000 Indigent/Charity Care (at cost) $28,000,000 Bad Debt (High deductible/copays) (at cost) $18,600,000 Partnership for Medically Indigent Loss on Medicaid Patients $1,700,000 $16,500,000 Property Tax on non-exempt Holding $650,000 Sales Tax on non-24 hour Services $160,000 Other Defined Community Benefit $3,100,000 $71,710,000 Wayne Memorial Hospital Interesting Facts • • • • 84 Beds 400 Employees $100,000,000 Community Benefit 5th Largest Employer in County Sales Tax Exemption If we lost the sales tax exemption, it would cost us $900,000. Making Up the Difference Examples of what would have to be eliminated: – – – – – Certified Athletic Trainer Local Sponsorships Community Wide Health Fairs Health Related Community Education Rural Health Clinic in Long County (Only place to go in county to access health care services) Mission Driven Community Impact An Overview GA Alliance of Community Hospitals October 2011 87 St. Joseph’s/Candler Who We Are – St. Joseph’s Hospital • Founded in 1875 by 5 Sisters of Mercy to care for sick mariners and the poor • The Sisters were and are known as the caregivers for poorest of the poor • Sponsored by the Sisters of Mercy – Candler Hospital • Candler Hospital is Georgia's first hospital (chartered in 1804) and the second oldest continuously operating hospital in the United States. – Founded by Bishop Warren Candler • Affiliated with the Methodist Church – Merged on April 1, 1997 88 Our Approach to Community Benefits Rooted in God’s Love, we treat illness and promote wellness for all people • Our community benefit activities are an extension of our mission • We have a responsibility to the community we serve 89 Our Approach to Community Benefits Rooted in God’s Love, we treat illness and promote wellness for all people • Extensive outreach to fulfill our responsibility – We provide and report charity care, government payor shortfalls, etc., but these numbers alone do not adequately reflect what we do in the community • Holistic approach – More than the freedom from disease – Health is also defined by social determinants (housing, education, nutrition and employment) 90 Mission Governance Structure • • • • • • St. Joseph’s/Candler Board of Trustees CEO and Leadership Team Mission/Ethics Committee of the Board Community Benefit Coordinator Culture of Service Among Co-workers Co-worker Involvement – Reporting community benefits is on-going – Helping with outreach efforts 91 Outreach Examples • African American Health Information and Resource Center – Started in 1999, this center is part of St. Joseph’s/Candler’s ongoing commitment to improve the health of the African-American community and to correct health disparities. Originally opened to bridge the digital divide. • Computer Classes, Technology Camp, Job Search Assistance, Health Education and Seminars, Weight Loss/Exercise Program, Math & Reading Tutorial, Blood Sugar & Pressure Screenings and Case Management Program and Summer Cooking Camp for Middle School Students. 92 Outreach Examples • St. Mary’s Community Center – This center was established in 2000 in the CuylerBrownsville neighborhood to provide a variety of services addressing basic needs as well as opportunities for advancement. • Food Pantry, Food Stamp Assistance, Life & Financial Coaching, Health Education, Eye Exam and Eye Glass Assistance, Pre-school, Senior Services, General Education Diploma (GED) Courses, Job Search Assistance, Computer Classes, Free Tax Preparation and Membership in Local Advocacy Groups. 93 Outreach Examples • St. Mary’s Health Center – Once housed in the St. Mary’s Community Center, the Health Center is now in a free standing building one mile away, open 5 days a week to serve the uninsured. • Primary Care Ages 19-64, Mammograms, Pap Smears, HIV Testing, Diagnostic/Imaging, Routine Pathology, Medication Assistance, Diabetic Counseling, Medical Supply Assistance and Hospitalization. 94 Outreach Examples • Good Samaritan Clinic – Located in Garden City, the Good Samaritan clinic opened in October 2007 to provide medical care to Hispanic patients on Savannah’s west side. Since opening, the GSC has seen a shift in ethnic demographics, but remains a trusted medical home for all their patients. SJ/C staff manages a dynamic group of about 100 volunteer physicians, nurses and interpreters. • Services: Primary Care Ages 19-64, Diagnostic/Imaging, Routine Pathology, Medication Assistance, Diabetic Counseling, Nutrition Education, Personal Counseling and Hospitalization.. 95 Cover Slide GACH 2011 Annual Meeting Presented by: Wendy Stewart & Darrel Flanel October 13, 2011 Potential Challenges Facing NFP Hospitals Elimination of State Tax Exemption Assumptions were based on the Pershing Yoakley & Associates study “Comparative Analysis of Uncompensated Community Benefits Provided by NFP Hospitals with the Estimated Value of Georgia Tax Exemptions” by: W. Edward Phillips and Susan P. Clark. Income Tax •Income Tax= {(Excess Revs & Gains over Exp. & Losses – (SUM of Sales Tax Exp. + Property Tax Exp. + FUTA Exp.) – Grants/Contributions/Donations)} x 6% Sales Tax •Sales Tax= Supplies x 7% (excludes drugs; assumes drug exclusion remains in tact) Property Tax •Property Tax= PP&E x 40% x 4% (the average rate for metro Atlanta counties) FUTA (Federal Unemployment Tax Act) •FUTA (Federal Unemployment Tax Act)= # of Employees x $7,000 x .06 Other External Factors Include: Medicaid cuts Medicare cuts Threat to tax exemption for municipal bond holders Potential Loss of State Tax Exemption (Dollars in thousands, except per share amounts) Sample AA rated UNRESTRICTED REVENUE In Patient Revenue 3,019,503 Disproportionate Share Payment Rev 16,570 State Add-On Payment 0 Less: Contractual Adjustments (1,618,527) Net Patient Revenue 1,417,546 Other Operating Revenue 81,837 Net Revenue 1,499,383 Adjusted AA Sample BBB Rated Adjusted BBB 3,016,913 16,570 0 (1,618,527) 1,414,956 81,837 1,496,793 448,591 1,366 11,775 (54,762) 406,970 9,521 416,490 448,591 1,366 11,775 (54,762) 406,970 9,521 416,490 788,622 227,170 6,388 77,249 124,546 200,873 19,646 1,444,493 791,562 237,506 31,168 77,249 124,546 200,873 19,646 1,482,549 201,961 76,925 4,760 20,431 35,191 59,052 6,558 404,878 203,221 80,425 10,337 20,431 35,191 59,052 6,558 415,215 54,890 14,243 11,612 1,275 Investment Income Income from Affiliates/Joint ventures Misc Non-Operating Income Grants/Contributions/Donations Total Non-operating Revenue/(Expense) Additional gain/loss 27,671 19 (863) 4,249 31,076 (486) 27,671 19 (863) 4,249 31,076 (486) 1,403 203 (1,137) 911 1,380 (2,431) 1,403 203 (1,137) 911 1,380 (2,431) Excess Revs & Gains over Exps & Losses 85,480 44,833 10,561 224 OPERATING EXPENSES Salaries and Wages Supplies & Drugs Rental and Lease Expense Depreciation & Amortization Bad Debt Other Operating Expenses Interest expense Total Operating Expense Operating Income NON-OPERATING INCOME (EXPENSE) REMOVAL OF STATE TAX EXEMPTIONS Sales Tax Expense Property Tax Expense FUTA Expense Income Tax Expense Total impact of state tax exemptions 10,336 24,780 2,940 2,590 40,646 3,500 5,577 1,260 0 10,337 Adjusted Excess Revs & Gains over Exps & Losses 44,833 224 Impact to the Ratios AA Rated Hospitals BBB Rated Hospitals Fiscal Year Ending FY10 Before FY10 After Liquidity Days Cash On Hand Days Acounts Receivable 223.54 47.73 209 No Change Profitability Operating Margin (%) 3.60% 0.95% MEDIAN Data Table Liquidity Days Cash On Hand Days Accounts Receivable 112.93 46.96 103 No Change Profitability Operating Margin (%) 2.72% 0.32% 2010 Moody's Medians Aa A Liquidity Ratios Days Cash on Hand (DCOH) 228.5 179.7 Cushion Ratio (x) 25.7 16.7 Cash and Unrestricted Investments ($000) $1,043,979 $251,690 Cash-to-Debt 180.3% 127.3% Net Days in Account Receivable 46.4 44.4 Fiscal Year Ending FY10 Before FY10 After 2010 S&P Medians 2010 Fitch Medians Baa AA A BBB *NIG AA A BBB 116.6 9.6 320.6 29.3 201.9 17.7 133.6 9.6 73.9 5.6 240.0 22.4 194.1 15.4 128.6 8.8 $120,433 74.2% 43.8 232.7% 44.9 145.2% 44.2 97.0% 44.7 60.8% 42.0 159.0% 43.9 113.8% 43.8 79.8% 43.8 1.00% 3.30% 5.10% 7.20% 2.80% 4.60% 1.60% 3.00% 0.00% 0.50% 4.30% 6.00% 2.60% 4.10% 1.70% 3.00% 7.50% $339,817 3.10 4.80 51.40% 12.90% $757,207 5.80 26.50% 10.10% $327,003 4.20 32.60% 8.80% $173,078 2.90 41.00% 5.80% $126,057 1.90 52.60% 9.00% 5.00 3.00 34.40% 8.90% 3.70 3.40 41.90% 7.70% 2.60 4.00 48.40% 11.0 9.1 9.9 10.2 12.1 9.6 10.2 10.5 Profitability Ratios Operating Margin Excess Margin 4.50% 7.60% 2.60% 5.30% Capital and Cash Flow Ratios Operating Cash Flow Margin 10.80% 10.00% Net Patient Revenues ($000) $1,443,658 $492,141 MADS Debt Service Coverage (x) 6.30 4.60 Debt to Cash-Flow 2.40 3.30 LT Debt to Capitalization 31.10% 38.60% Age of Plant 9.4 10.1