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What if Area Hospitals Worked Closely - or Even Merged?

BY ANN HALPERN

In an economy rife with major corporate mergers, we hardly notice such deals anymore. But merger talk concerning area hospital systems has the local healthcare community buzzing.

The recent management agreement between Eastern Health System, Inc. and St. Vincent's Hospital is getting the most attention, but UAB Health System just extended its agreement with Baptist Health of Montgomery. "Elsewhere in Birmingham, Baptist is struggling," says hospital consultant Steve Nash of Nash Capital Advisers. "Carraway has struggled. Bessemer Carraway affiliated with UAB."

On June 17, St. Vincent's and Eastern announced their consulting deal that became effective July 1. Under this agreement, St. Vincent's affiliate Seton Health Corp. of North Alabama will provide management and administrative services to Eastern. Nash says the agreement makes sense. "It's the one nonprofit in town that has an entrepreneurial, doctorfriendly hospital practice environment."

"Both hospitals are success stories when you look at where they've come from and where they are now," says Jay Weatherly, principal and co-founder of Cullman-based Salient Health Ventures. "They both have strong track records in serving the community."

Eastern Health System serves one of Alabama's fastest growing areas. "If you look at the pie-shaped piece of their market going out to St. Clair County, there's no competition," says Nash. "Eastern is about a $200 million enterprise with Medical Center East doing about $130 or $140 million. The other entities do the rest," he says, adding that Eastern has about 30 percent of the market and could easily be larger if they had more physicians.

But this system has challenges. Although there are sizeable cash reserves, those are offset by bond covenants that preclude spending, so Eastern cannot move to create an environment that would be a magnet for physicians. "There is no additional cash from operations to allow them to pursue improvements in services and relationships with physicians," says Nash. CEO Bob Chapman's expected retirement within the next few years adds a leadership change to the list of challenges.

"Medical Center East is a very profitable hospital, but some ventures within the system are not profitable," says Nash. Troubled system components include their Oneonta hospital and the nursing home and assisted living facilities in Birmingham's East Lake area.

Only time will tell if the recent agreement between the two hospitals is the first step toward a merger. That may never happen. The two certainly will have a closer relationship that targets improved services.

If St. Vincent's bought Eastern, they would get a big asset with associated debt. "I think the proceeds would go to pay off the debt and anything left over would go into some kind of foundation," says Nash. He believes it is equally likely that St. Vincent's may be content to maintain the good thing they already have and not risk too-rapid expansion.

Although the Eastern/St. Vincent's agreement has generated a lot of talk, it is not the only such alliance in the area. Strengthening a relationship begun in March 2004, the UAB Health System and Baptist Health of Montgomery recently extended their management agreement with Baptist Health becoming a UAB affiliate.

Under this agreement, Baptist Health will transfer its two Montgomery Hospitals (Baptist Medical Center South and Baptist Medical Center East) and Prattville Baptist Hospital into a healthcare authority created by the University of Alabama System.

What fuels such agreements? Usually it's the need to fund improvements and add physicians. These can be difficult tasks for nonprofit hospitals.

"You want people coming together for the right reasons," says Weatherly. "You want a merger to occur by two willing parties." He says the recent agreement between Eastern and St. Vincent's creates a foundation for an effective merger. "I sense there are willing parties coming together in good faith and it seems to be for the right reasons."

Weatherly says a mistake made in some healthcare mergers is putting too much emphasis on cost savings and program elimination. Some consolidation makes sense, but he urges particular caution on the clinical front. "Make sure not too much of the decision is based on eliminating clinical programs. One clinical program can serve two locations." Most cost-reducing consolidation opportunities come in business office functions, administrative functions and corporate services like marketing and planning.

"Operating a hospital in solid financial fashion in the state of Alabama is a very difficult challenge," says Weatherly. "There are a handful of hospitals in the state that are doing pretty well compared to national indicators." He says most of these hospitals are in markets without much competition. "They can reach critical mass with their patient volume."

Alabama hospitals do more charity care than the national average because of the state's socio-economic conditions. Those same conditions dictate a Medicaid program that is among the poorest in the nation. Reimbursements from healthcare insurance carriers including Medicare also are lower here than in many states. The result is an environment where some 70 percent of the state's hospitals operate in the red.

"Compared with national indicators, the cost of hospitalization in Alabama is among the lowest in the country," says Weatherly. "Hospitals &are heavily utilized because of the health of our population and issues with access."

It is estimated that for every $100 a hospital bills, it will collect $30 to $40, in some cases less. "A program like Medicaid which is doing the very best it can to make ends meet may only reimburse 18 cents on the dollar," says Weatherly.

Nash says hospitals with the highest bond ratings and debt ratings from Moody's and Standard & Poors have an average age of their facilities of 8.7 or 8.8 years. Average age is calculated by dividing accumulated depreciation by this year's depreciation. He adds that Alabama Hospital Association statistics indicate the average age of Alabama hospitals is 14 years.

"There's a vast difference in performance between nonprofit hospitals with newer facilities and those with older facilities," says Nash. "BBB-rated hospitals and below tend to have facilities that are in excess of 11 years old."

Weatherly says one of hospital management's prime considerations in mergers is the effect on the medical staff. "Physician issues will probably be the most sensitive. Those will be well thought through."

Hospital administrators constantly strive to match market needs for the appropriate number of specialists without alienating established loyal physicians. Having more affiliated physicians helps a hospital generate revenue to improve and expand, but that very growth is a big part of what attracts physicians. The two goals feed each other.

"A physician is looking for an administrator, a campus and a facility where he or she can practice successfully and have some autonomy," says Nash.

Hospital consultants say starting clearly defined goals and an exit plan should those goals not be met can contribute to the success of alliances such as management agreements or mergers.

More alliances are likely as hospitals find innovative ways to deal with challenges. "If you want to be able to be strategic in the future, you'd better be taking care of business today," Nash advises hospitals. "Those who are successful on their campuses today will have choices in the future by controlling their own destinies."

This article taken from the July 2005 issue of the Birmingham Medical News.

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