Perspectives of a Merger October 5, 2015 Meryl B. Gold, MBA, MPH David M. Kaplan, MPA, EMT-B Danielle Werner, MHA, FACHE Financial Disclosure ► We have no financial interests or relationships to disclose. ► “There is nothing wrong in change if it is in the right direction. To improve is to change, so to be perfect is to have changed often.” -Winston Churchill ► “Progress is impossible without change, and those who cannot change their minds cannot change anything.” -George Bernard Shaw NYU & Continuum ► June 2012 the boards of NYU and Continuum Health Partners (CHP) vote to pursue merger negotiations ► Mount Sinai CEO and Trustees agreed that it would not be in their best interest to let NYU deal happen ► Mount Sinai steps in 2-weeks later with a competing offer to CHP, which was accepted. New York Times article June 21, 2012, “Hospital Systems’ Merger Talks Collapse as New Suitor, Mount Sinai, Steps In” Perspectives of a Merger: Introduction Back in early 2013 the decision was made by the Trustee Boards for Mount Sinai and Continuum to merge. Perspectives of a Merger: Introduction The merger became the biggest news in New York City: Mt. Sinai, Continuum announce merger plans Boards of Trustees of The Mount Sinai Medical Center and Continuum Health Partners Vote to Approve Memorandum of Understanding for Possible Merger Mt. Sinai, Continuum Merger On The Horizon Hospital giants Mt. Sinai, Continuum plan to merge Perspectives of a Merger: Introduction 7 Perspectives of a Merger: Introduction Key Health System Statistics • Over 6,200 faculty members (full time and voluntary) • Train over 2,000 residents/fellows • 36,000 employees • 2.6M outpatient visits annually • 489K ED Visits per year • 3,351 Inpatient Beds • 135 Operating Rooms Perspectives of a Merger: Introduction Key Health System Statistics Perspectives of a Merger: Perspectives Perspectives of a Merger: Perspectives Mount Sinai’s Perspective How did you learn about the merger? - My Chair texted me at 10pm in August 2013 to tell me that the CEO made the determination to pursue this merger. The final merger was communicated via a Broadcast email. What was your initial reaction? - I was part of the initial merger with Cornell and Columbia back in 1995. I was also part of the merger between NYU and Mount Sinai in 2000. This felt similar, very exciting, and a sense of uncertainty. Perspectives of a Merger: Perspectives Mount Sinai’s Perspective What were the initial steps? - At first it was the blind leading the blind. Then we started to get traction: • Introductory Meetings & Tours • Financial Review • Data Mining • Physician Contract Reviews • Market Share Analyses • Staffing Analyses Perspectives of a Merger: Perspectives Mount Sinai’s Perspective What was the impact of the merger (honestly)? Created a pressure-ridden culture A sense of unrealistic expectations to produce immediately • Loss of perspective by Senior Leadership • Too many cooks in the kitchen • • Perspectives of a Merger: Perspectives Mount Sinai St. Luke’s Roosevelt’s Perspective How did you learn about the merger? Via a global email addressed to the CHP community, as well as copies of the Mount Sinai email from friends. Articles from Crain’s, etc. quickly followed. Now What was your initial reaction? what? Is this definite? What will it mean for the department, the physicians and the staff (including me)? There was much conjecture with little factual basis. Perspectives of a Merger: Perspectives Mount Sinai St. Luke’s Roosevelt’s Perspective What were the initial steps? Reassure staff to the extent possible regarding their job security. Work with the Chairman to reassure promote stability among the physicians via department meetings, individual meetings. Pull together information on programs, staff, practice locations, volumes, financial indicators, etc. (as I had only recently started with the department). Perspectives of a Merger: Perspectives Mount Sinai St. Luke’s Roosevelt’s Perspective What was the impact of the merger (honestly)? Continuum Senior Leadership was terminated almost immediately There was great uncertainty and anxiety among the physicians, many of whom started discussions with other hospitals. Staff morale declined as job security disappeared with many of the old CHP management staff disappearing from one day to the next, rumors of downsizing spread, and departments were consolidated. Every day became a challenge as new urgent data requests were received. This was especially difficult as CHP had been a data-challenged organization. Perspectives of a Merger: Perspectives Mount Sinai Beth Israel’s Perspective How did you learn about the merger? New York Times article July 16, 2013, “2 Hospital Networks Agree to Merge, Raising Specter of Costlier Care” Crains New York Business article on October 1, 2013, “Layoffs loom as new Mount Sinai system emerges” Perspectives of a Merger: Perspectives Mount Sinai Beth Israel’s Perspective ► What ►- was your initial reaction? Wow, they have their hands full! Perspectives of a Merger: Perspectives Mount Sinai Beth Israel’s Perspective What were the initial steps? - Previous Administrator resigned 2 months after merger First interview was March 2014, hired after lengthy process in October 2014 First steps were to understand current state of the Department and Health System Perspectives of a Merger: Perspectives Mount Sinai Beth Israel’s Perspective What was the impact of the merger (honestly)? • New Chairman, with little Chair experience • Lack of knowledge, void of leadership • Loss of faculty & staff • Trouble with finances Perspectives of a Merger: Opportunities What does the merger offer us? Perspectives of a Merger: Opportunities Power in Numbers • Largest Department of Surgery in the Country- over 187 full time faculty, 283 part time faculty • Most Surgical Cases in the Country- over 117,000 • Most Surgical Trainees- 117 • 135 Operating Rooms, across all campuses • 20 Ambulatory Surgery Suites Perspectives of a Merger: Opportunities Economies of Scale • Roll out of Corporate Table of Organization • Centralized Services • Purchasing • Finance • IT • HR • Creation of a unified budget Perspectives of a Merger: Opportunities Financial Strength Hospital and School/Faculty Practice Budgets in former Continuum being split Changes in budgeting and accounting software and methodology allows generation of more accurate physician P&Ls on an ongoing (vs. ad hoc) basis. Continued integration of financial systems will permit production of consolidated financial statements for the service line. Unified approach across all sites for budget Perspectives of a Merger: Opportunities Increased Access/Service The combined offsite practices increased across the health system improving patient access and physician growth opportunities. With increased specialist expertise and centers of excellence, the ability to market and draw patients also increased. However, some centralization/decentralization decisions also have to be made. Ability to place faculty across different hospital sites to maximize utilization. Perspectives of a Merger: Opportunities Faculty Recruitment • • • The benefit of market-share: private practitioners The benefit of medical school affiliation: attracting academicians and researchers • Reputation aids in attracting top shelf recruits Financial support available to help subsidize recruits Perspectives of a Merger: Opportunities Expertise 2 Seasoned Chairmen • 3 Veteran Administrators • Familiar Divisional Leadership • Surgeons willing to work together • Perspectives of a Merger: Areas to Improve What does the merger not offer us? Perspectives of a Merger: Areas to Improve Loss of Control Department Chairmen at the “member” hospitals no longer have the same authority and autonomy as previously to make decisions such as hiring, compensation, practice activities, and now need System Chairman approval. Department “site” Administrators no longer have the same decision-making authority or span of control as previously, and now need to seek approval from both Hospital leadership and the System Administrator. Perspectives of a Merger: Areas to Improve Communication There should be transparency in communications. Data should flow in both directions. Context should be provided for data requests. At a minimum, goals and objectives should be communicated clearly. Optimally, these would be collaboratively developed. Communications should be respectful of the staff at the “member” hospitals. Changes in processes and contacts need to be communicated and intranet kept up-to-date. Perspectives of a Merger: Areas to Improve Morale Is the hospital closing? Fear of the Unknown Meryl & Danielle My job changed and I didn’t receive adequate training or a pay increase Fear of Job Loss No involvement in decisions that impact me Changes in known leadership Rumors and Gossip Competition resulting in conflict Keep your head down survival mode Perspectives of a Merger: Areas to Improve Danielle Duplication of Effort •Hospital leadership •Department leadership •System leadership …vying for your time and resources …competing priorities and conflicting messages Perspectives of a Merger: Areas to Improve Coordination of Systems • Clinical Systems • • • • Financial Systems • • • • EMR (EPIC, eCW, Paper charts) Inpatient Systems (EPIC vs. PRISM) Lab & Imaging Systems Ledger Systems (GEAC vs. EPSI) Purchasing Systems (Sinai Central vs. Oracle) AP Billing Systems • • IDX version issues EPIC Conversion Perspectives of a Merger: Areas to Improve Process Breakdowns • Data Collection Requests/Deadlines • Faculty Recruitment Process • Financial/Purchasing Requests • Staff Recruitment • Medical Staff Appointments • Medical Privileges Perspectives of a Merger: Lessons Learned •Pace yourself. Rome wasn’t built in a day. •Know your limits. Use your departmental leadership. •Focus. Identify and quantify specific affiliation-related cost-saving opportunities and their barriers •Understand then Plan. Use your change management theories to build a team for implementation. •Create Urgency and celebrate short-term wins. Perspectives of a Merger: Questions