INSIGHT: Health-Care M&A Post-Pandemic—Opportunities, Not Opportunism

https://news.bloomberglaw.com/health-law-and-business/insight-health-care-m-a-post-pandemic-opportunities-not-opportunism

INSIGHT: Health-Care M&A Post-Pandemic—Opportunities, Not Opportunism

The Covid-19 pandemic has devastated the health-care industry. In addition to the tragedies that the pandemic has brought, health systems have universally experienced severe and rapid deterioration of their bottom lines due to plummeting patient volumes, pausing of high margin elective surgical procedures, and increased expenses.

By some estimates, health system losses will be around $200 billion by the end of June and revenues have dropped by around 50 percent. As a result of the financial uncertainty caused by the pandemic, many hospital and health systems terminated or delayed potential transactions as they focused on managing the crisis and protecting their workforces and communities.

But this may just be the calm before a big M&A storm.

Rise in M&A Activity

Through our work as legal and communications counselors, we have seen preliminary M&A activity rise in recent weeks, with providers exploring and negotiating transactions, including several that have not yet been publicly announced.

Some systems are looking to capitalize on the time between the end of the first wave of Covid-19 and a potential resurgence in the fall to get letters of intent finalized and announced. This coming M&A activity presents legal and communications challenges when the national spotlight is firmly on health systems.

Providers are starting to resurrect deals that were paused during the initial period of the Covid-19 crisis, including Community Health System’s sale of Abilene Regional Medical Center and Brownwood Regional Medical Center to Hendrick Health System.

Some systems are seeking new strategic partners, such as Lake Health in Ohio, and New Hanover Regional Medical Center in North Carolina, which resumed its recent RFP response process after a pause.

Still others are looking for new opportunities consistent with pre-Covid growth strategies, as adjusted for pandemic-related developments and challenges.

More Consolidation

Larger and more financially robust health systems are expected to weather the crisis, whereas smaller systems and hospitals with less cash and tighter operating margins, including rural and critical access hospitals, may be facing insolvency, closure, and bankruptcy. This creates a scenario where one party is financially distressed as a result of the pandemic and needs to partner with or join another system to survive. These circumstances will likely fuel increased consolidation in the health-care industry.

For a struggling provider, joining a larger system can offer much-needed financial commitments, access to capital, disciplined management structure, economies of scale for purchasing and improved IT infrastructure, among many other strategic benefits. A well-positioned system, even if financially weakened due to pandemic challenges, will be able to negotiate favorable deal terms if it has significant strategic value to its prospective partner.

Communications Strategy is Important

As providers explore and execute partnerships, they must implement a stakeholder and communications strategy that focuses on benefits for each side given the new financial reality. Doing so will minimize criticism of opportunism by the acquiring system—and best position a definitive agreement and successful deal.

An effective communications strategy will emphasize how the proposed transaction will maintain or improve quality or affordability, ensure access to care for communities and address financial challenges faced by health systems as a result of the pandemic.

Health systems should articulate how their M&A activity will stabilize affected health systems, allow them to manage the Covid-19 crisis and future pandemics, and continue to meet the overall care needs of the community. It can also highlight how these partnerships will facilitate continued care in a market, which otherwise might lose a valuable health-care resource, as well as the positive economic benefits the transaction will bring for local communities.

Communications that support the vision, rationale and benefits of a deal will also need to be relevant to the regulatory bodies whose approval may be required.

Public perception and support of health-care providers have been extremely positive during the pandemic to date, as evidenced by homemade banners, balcony tributes, and praise on social media. Health systems and their staffs have borne personal risk and financial pain by focusing on patients and public health at the expense of all else. This goodwill can be valuable as health systems seek stakeholder and community support for their transactions.

That goodwill can also quickly be forgotten.

As health systems race to the altar to beat out competitors for M&A targets and other strategic relationships, it is critical that they are thoughtful in structuring their deals and justifying the activity.

For example, acquisitions and partnerships involving substantial outlays of capital and lucrative executive compensation or severance packages will be viewed negatively if undertaken by a system that instituted large compensation reductions across the system or even furloughed or laid off employees during the pandemic.

As the dust begins to settle from the first wave of Covid-19, it is clear that there will be drastic changes to how health systems do business. The pandemic will also create financial winners and losers. Hospitals and health systems must think proactively about a strategy for growth as opportunities with willing transaction partners arise.

But being proactive must be balanced against appearing to be opportunistic or taking advantage of the worst health crisis in our lifetimes. To maintain their goodwill and reputations, health systems should continue to do deals for the right reasons and for the benefit of their communities.

 

 

 

New IRS rules target nonprofit hospital exec pay

https://www.beckershospitalreview.com/compensation-issues/new-irs-rules-target-nonprofit-hospital-exec-pay.html?utm_medium=email

Those distinctive brown signs outside federal buildings in D.C. ...

The Internal Revenue Service has issued guidance that implements a change in the 2017 tax overhaul that imposed a 21 percent excise tax on compensation paid to executives at some nonprofit organizations, according to Bloomberg Tax.

Under the 2017 law, there’s a tax on a nonprofit organization’s five highest-paid employees earning at least $1 million. The tax, paid by the organization, has been in effect since 2018, but the new guidance provides details on how to calculate employee wages and other compensation to determine if the tax applies, according to the report.

Under the proposed rule, any deferred compensation or retirement bonus not vested before the first taxable year beginning after Dec. 31, 2017, is subject to the tax, according to the American Hospital Association

The AHA urged Congress to provide an exception for existing contracts or nonqualified deferred compensation plans for tax-exempt healthcare organizations. 

Access the full Bloomberg Tax article here.

 

 

 

 

ThedaCare physicians, advanced practice clinicians take pay cuts

https://www.beckershospitalreview.com/compensation-issues/thedacare-physicians-advanced-practice-clinicians-take-pay-cuts.html?utm_medium=email

ThedaCare pay cuts: Doctors, advanced practice clinicians affected

ThedaCare physicians and advanced practice clinicians will take a 10 percent pay cut to help reduce the Appleton, Wis.-based health system’s financial hit due to the COVID-19 pandemic, the organization confirmed to The Post-Crescent.

The physicians and advanced practice clinicians — which include physician assistants and nurse practitioners — will see their pay reduced beginning in June, Cassandra Wallace, a ThedaCare spokesperson, told the newspaper.

ThedaCare is projecting a $70 million loss this year after temporarily postponing revenue-generating elective surgeries and nonurgent clinic visits due to the COVID-19 pandemic. The health system began a phased approach to reinstate services last month, but the recommended suspension and the costs associated with COVID-19 preparation resulted in net revenue dropping 40 percent in April, ThedaCare said in a June 4 news release.

The salary reductions are part of the health system’s plan to narrow its projected loss to $30 million, said Imran A. Andrabi, MD, ThedaCare president and CEO.

Dr. Andrabi has also agreed to take a 50 percent pay cut, and other executive leaders will take a 40 percent cut to improve the health system’s financial picture.

Additionally, ThedaCare leaders will not be eligible for incentive compensation for 2020, the health system said.

The health system’s plan does not include mass layoffs.

 

 

 

 

Hospitals Got Bailouts and Furloughed Thousands While Paying C.E.O.s Millions

Hospitals Got Bailouts and Furloughed Thousands While Paying ...

Dozens of top recipients of government aid have laid off, furloughed or cut the pay of tens of thousands of employees.

HCA Healthcare is one of the world’s wealthiest hospital chains. It earned more than $7 billion in profits over the past two years. It is worth $36 billion. It paid its chief executive $26 million in 2019.

But as the coronavirus swept the country, employees at HCA repeatedly complained that the company was not providing adequate protective gear to nurses, medical technicians and cleaning staff. Last month, HCA executives warned that they would lay off thousands of nurses if they didn’t agree to wage freezes and other concessions.

A few weeks earlier, HCA had received about $1 billion in bailout funds from the federal government, part of an effort to stabilize hospitals during the pandemic.

HCA is among a long list of deep-pocketed health care companies that have received billions of dollars in taxpayer funds but are laying off or cutting the pay of tens of thousands of doctors, nurses and lower-paid workers. Many have continued to pay their top executives millions, although some executives have taken modest pay cuts.

The New York Times analyzed tax and securities filings by 60 of the country’s largest hospital chains, which have received a total of more than $15 billion in emergency funds through the economic stimulus package in the federal CARES Act.

The hospitals — including publicly traded juggernauts like HCA and Tenet Healthcare, elite nonprofits like the Mayo Clinic, and regional chains with thousands of beds and billions in cash — are collectively sitting on tens of billions of dollars of cash reserves that are supposed to help them weather an unanticipated storm. And together, they awarded the five highest-paid officials at each chain about $874 million in the most recent year for which they have disclosed their finances.

At least 36 of those hospital chains have laid off, furloughed or reduced the pay of employees as they try to save money during the pandemic.

Industry officials argue that furloughs and pay reductions allow hospitals to keep providing essential services at a time when the pandemic has gutted their revenue.

But more than a dozen workers at the wealthy hospitals said in interviews that their employers had put the heaviest financial burdens on front-line staff, including low-paid cafeteria workers, janitors and nursing assistants. They said pay cuts and furloughs made it even harder for members of the medical staff to do their jobs, forcing them to treat more patients in less time.

Even before the coronavirus swept America, forcing hospitals to stop providing lucrative nonessential surgery and other services, many smaller hospitals were on the financial brink. In March, lawmakers sought to address that with a vast federal economic stimulus package that included $175 billion for the Department of Health and Human Services to hand out in grants to hospitals.

But the formulas to determine how much money hospitals receive were based largely on their revenue, not their financial needs. As a result, hospitals serving wealthier patients have received far more funding than those that treat low-income patients, according to a study by the Kaiser Family Foundation.

One of the bailout’s goals was to avoid job losses in health care, said Zack Cooper, an associate professor of health policy and economics at Yale University who is a critic of the formulas used to determine the payouts. “However, when you see hospitals laying off or furloughing staff, it’s pretty good evidence the way they designed the policy is not optimal,” he added.

The Mayo Clinic, with more than eight months of cash in reserve, received about $170 million in bailout funds, according to data compiled by Good Jobs First, which researches government subsidies of companies. The Mayo Clinic is furloughing or reducing the working hours of about 23,000 employees, according to a spokeswoman, who was among those who went on furlough. A second spokeswoman said that Mayo Clinic executives have had their pay cut.

Seven chains that together received more than $1.5 billion in bailout funds — Trinity Health, Beaumont Health and the Henry Ford Health System in Michigan; SSM Health and Mercy in St. Louis; Fairview Health in Minneapolis; and Prisma Health in South Carolina — have furloughed or laid off more than 30,000 workers, according to company officials and local news reports.

The bailout money, which hospitals received from the Health and Human Services Department without having to apply for it, came with few strings attached.

Katherine McKeogh, a department spokeswoman, said it “encourages providers to use these funds to maintain delivery capacity by paying and protecting doctors, nurses and other health care workers.” The legislation restricts hospitals’ ability to use the bailout funds to pay top executives, although it doesn’t stop recipients from continuing to award large bonuses.

The hospitals generally declined to comment on how much they are paying their top executives this year, although they have reported previous years’ compensation in public filings. But some hospitals furloughing front-line staff or cutting their salaries have trumpeted their top executives’ decisions to take voluntary pay cuts or to contribute portions of their salary to help their employees.

The for-profit hospital giant Tenet Healthcare, which has received $345 million in taxpayer assistance since April, has furloughed roughly 11,000 workers, citing the financial pressures from the pandemic. The company’s chief executive, Ron Rittenmeyer, told analysts in May that he would donate half of his salary for six months to a fund set up to assist those furloughed workers.

But Mr. Rittenmeyer’s salary last year was a small fraction of his $24 million pay package, which consists largely of stock options and bonuses, securities filings show. In total, he will wind up donating roughly $375,000 to the fund — equivalent to about 1.5 percent of his total pay last year.

A Tenet spokeswoman declined to comment on the precise figures.

The chief executive at HCA, Samuel Hazen, has donated two months of his salary to a fund to help HCA’s workers. Based on his pay last year, that donation would amount to about $237,000 — or less than 1 percent — of his $26 million compensation.

“The leadership cadre of these organizations are going to need to make sacrifices that are commensurate with the sacrifices of their work force, not token sacrifices,” said Jeff Goldsmith, the president of Health Futures, an industry consulting firm.

Many large nonprofit hospital chains also pay their senior executives well into the millions of dollars a year.

Dr. Rod Hochman, the chief executive of the Providence Health System, for instance, was paid more than $10 million in 2018, the most recent year for which records are available. Providence received at least $509 million in federal bailout funds.

A spokeswoman, Melissa Tizon, said Dr. Hochman would take a voluntary pay cut of 50 percent for the rest of 2020. But that applies only to his base salary, which in 2018 was less than 20 percent of his total compensation.

Some of Providence’s physicians and nurses have been told to prepare for pay cuts of at least 10 percent beginning in July. That includes employees treating coronavirus patients.

Stanford University’s health system collected more than $100 million in federal bailout grants, adding to its pile of $2.4 billion of cash that it can use for any purpose.

Stanford is temporarily cutting the hours of nursing staff, nursing assistants, janitorial workers and others at its two hospitals. Julie Greicius, a spokeswoman for Stanford, said the reduction in hours was intended “to keep everyone employed and our staff at full wages with benefits intact.”

Ms. Greicius said David Entwistle, the chief executive of Stanford’s health system, had the choice of reducing his pay by 20 percent or taking time off, and chose to reduce his working hours but “is maintaining his earning level by using paid time off.” In 2018, the latest year for which Stanford has disclosed his compensation, Mr. Entwistle earned about $2.8 million. Ms. Greicius said the majority of employees made the same choice as Mr. Entwistle.

HCA’s $1 billion in federal grants appears to make it the largest beneficiary of health care bailout funds. But its medical workers have a long list of complaints about what they see as penny-pinching practices.

Since the pandemic began, medical workers at 19 HCA hospitals have filed complaints with the Occupational Safety and Health Administration about the lack of respirator masks and being forced to reuse medical gowns, according to copies of the complaints reviewed by The Times.

Ed Fishbough, an HCA spokesman, said that despite a global shortage of masks and other protective gear, the company had “provided appropriate P.P.E., including a universal masking policy implemented in March requiring all staff in all areas to wear masks, including N95s, in line with C.D.C. guidance.”

Celia Yap-Banago, a nurse at an HCA hospital in Kansas City, Mo., died from the virus in April, a month after her colleagues complained to OSHA that she had to treat a patient without wearing protective gear. The next month, Rosa Luna, who cleaned patient rooms at HCA’s hospital in Riverside, Calif., also died of the virus; her colleagues had warned executives in emails that workers, especially those cleaning hospital rooms, weren’t provided proper masks.

Around the time of Ms. Luna’s death, HCA executives delivered a warning to officials at the Service Employees International Union and National Nurses United, which represent many HCA employees. The company would lay off up to 10 percent of their members, unless the unionized workers amended their contracts to incorporate wage freezes and the elimination of company contributions to workers’ retirement plans, among other concessions.

Nurses responded by staging protests in front of more than a dozen HCA hospitals.

“We don’t work in a jelly bean factory, where it’s OK if we make a blue jelly bean instead of a red one,” said Kathy Montanino, a nurse treating Covid-19 patients at HCA’s Riverside hospital. “We are dealing with people’s lives, and this company puts their profits over patients and their staff.”

Mr. Fishbough, the spokesman, said HCA “has not laid off or furloughed a single caregiver due to the pandemic.” He said the company had been paying medical workers 70 percent of their base pay, even if they were not working. Mr. Fishbough said that executives had taken pay cuts, but that the unions had refused to take similar steps.

“While we hope to continue to avoid layoffs, the unions’ decisions have made that more difficult for our facilities that are unionized,” he said. The dispute continues.

Apparently anticipating a strike, a unit of HCA recently created “a new line of business focused on staffing strike-related labor shortages,” according to an email that an HCA recruiter sent to nurses.

The email, reviewed by The Times, said nurses who joined the venture would earn more than they did in their current jobs: up to $980 per shift, plus a $150 “Show Up” bonus and a continental breakfast.

 

 

 

 

McLaren Health Care’s too secretive about finances, PPE, Michigan nurse union says

https://www.beckershospitalreview.com/workforce/mclaren-health-care-s-too-secretive-about-finances-ppe-michigan-nurse-union-says.html?utm_medium=email

About McLaren Health Care

Ten nurse unions in Michigan are accusing McLaren Health Care of not being transparent about its finances and personal protective equipment supply during the COVID-19 pandemic, but the health system said it has shared some of that information.

Many of the nurse unions have filed unfair labor practice charges with the National Labor Relations Board, alleging that by not sharing information with front-line healthcare workers the Grand Blanc, Mich.-based health system is violating federal labor law, a media release from the Michigan Nurses Association states.

According to the association, each of its 10 unions received a letter from the health system May 15, in which the system refused to divulge how much funding it received in federal COVID-19 grants. The health system also has refused to provide details about its protective gear inventory, the unions allege.

“The fact that they won’t share basic financial information with those of us working on the front lines makes you wonder if they have something to hide,” said Christie Serniak, a nurse at McLaren Central Michigan hospital in Mount Pleasant and president of the Michigan Nurses Association affiliate.

But the health system maintains it has been transparent and has worked with labor unions and bargaining units across the system since the beginning of the coronavirus pandemic.

“We’ve openly shared information about our operations, the challenges of restrictions on elective procedures, our plans for managing influxes of patients and our supplies of personal protective equipment,” Shela Khan Monroe, vice president of labor and employment relations at McLaren Health Care told Becker’s Hospital Review.

Ms. Khan Monroe said that the information has been shared through weekly meetings, departmental meetings and several union negotiation sessions over the last two months.

The unions also say that the health system has not offered its workers hazard pay or COVID-19 paid leave that is on par with other systems. They say that only workers who test positive for COVID-19 can take additional paid time off.

In a written statement, McLaren disputed the union’s claims about employee leave, saying that employees “dealing with child care and other COVID-related family matters” can take time off to care for loved ones.

McLaren did not specify if this time off is paid. Becker’s has reached out for clarification and will update the article once more information is available.

“We have negotiations pending with several of the unions involved in the coalition, and while we are deeply disappointed in these recent tactics, we will continue to work towards productive outcomes for all concerned,” said Ms. Khan Monroe.

Recently, a coalition of unions urged McLaren Health Care executives to reduce their own salaries before laying off employees.

 

 

 

The U.S. plans to lend $500 billion to large companies. It won’t require them to preserve jobs or limit executive pay.

https://www.washingtonpost.com/business/2020/04/28/federal-reserve-bond-corporations/?fbclid=IwAR21PBlVqLVVDVf8CeVxGpTuHgxXbDqy49K49BpeeYav-KmKYxS_xfnAX5A&platform=hootsuite

DownWithTyranny!: April 2020

The Fed’s coronavirus aid program lacks restrictions Congress placed on companies seeking financial help under other programs.

A Federal Reserve program expected to begin within weeks will provide hundreds of billions in emergency aid to large American corporations without requiring them to save jobs or limit payments to executives and shareholders.

Under the program, the central bank will buy up to $500 billion in bonds issued by large companies. The companies will use the influx of cash as a financial lifeline but are required to pay it back with interest.

Unlike other portions of the relief for American businesses, however, this aid will be exempt from rules passed by Congress requiring recipients to limit dividends, executive compensation and stock buybacks and does not direct the companies to maintain certain employment levels.

Critics say the program could allow large companies that take the federal help to reward shareholders and executives without saving any jobs. The program was set up jointly by the Federal Reserve and the Treasury Department.

“I am struck that the administration is relying on the good will of the companies receiving this assistance,” said Eswar Prasad, a former official at the International Monetary Fund and economist at Cornell University. “A few months down the road, after the government purchases its debt, the company can turn around and issue a bunch of dividends to shareholders or fire its workers, and there’s no clear path to get it back.”

Treasury Secretary Steven Mnuchin defended the corporate aid program, saying that the lack of restrictions on recipients had been discussed and agreed to by Congress. “This was highly discussed on a bipartisan basis. This was thought through carefully,” he said in an interview with The Washington Post. “What we agreed upon was direct loans would carry the restrictions, and the capital markets transactions would not carry the restrictions.”

Democrats asked for restrictions on how companies can use the money from the central bank’s bond purchases but were rebuffed by the administration during negotiations about the Cares Act, said a spokesman for Senate Minority Leader Charles E. Schumer (D-N.Y.). The spokesman said Democrats won meaningful concessions from the administration on reporting transparency in the final agreement. (Transparency requirements do not apply to the small-business loans, the biggest business aid program rolled out to date.)

Mnuchin also said the program had already bolstered investor confidence in U.S. capital markets, which in turn helped firms raise capital they used to avoid layoffs.

“The mere announcement of these facilities, quite frankly, led to a reopening of a lot of these capital markets,” Mnuchin said in an interview. “Even before these facilities are up and running, they’ve had their desired impact of having stability in the markets. Stability in the markets allows companies to function, and raise money and allows them to keep and retain workers and get back to work.”

The corporate debt purchases by the Fed stand in stark contrast with other portions of the federal aid for U.S. businesses that come with requirements to protect jobs or limit spending.

The Paycheck Protection Program, which offers $659 billion for small businesses, requires companies to certify that the money will be used to “retain workers and maintain payroll or make mortgage payments, lease payments, and utility payments.”

The “Main Street” program offering up to $600 billion to “midsize” businesses — with 500 to 10,000 employees — forbids companies from issuing dividends and places limits on executive compensation, according to a term sheet issued by the Fed. Those restrictions are in effect until 12 months after the loan is no longer outstanding. The companies must also “make reasonable efforts” to maintain payroll and retain employees.

Likewise, the $46 billion program for airlines, air cargo companies and national security forbids dividends and limits executive pay. Its requirement on retaining employment is more rigorous, however. Companies are supposed retain at least 90 percent of their employees.

The first version of the Fed program to buy bonds from large companies, known as the Primary Market Corporate Credit Facility, probably would have compelled recipients of the aid to limit executive pay and dividends. That version of the program, described in a March 23 term sheet issued by the Fed, offered direct loans and bond purchases to companies. Under the Cares Act, the federal programs offering direct loans must set restrictions on company dividends and CEO pay; those that buy only corporate bonds do not. Both are forms of lending, although bonds are more easily resold.

But on April 9, the Fed altered the design of the program to exclude direct corporate lending. The Fed program will still essentially lend money to large companies — by buying their bonds — but the Fed will not be compelled by the Cares Act to ensure that companies abide by the divided and CEO pay rules.

“The change to the term sheet between March and April is the smoking gun on the Fed’s own culpability here,” said Gregg Gelzinis, a senior policy analyst at the Center for American Progress, a left-leaning think tank. “The basic principle of the Cares Act was that if we’re going to provide taxpayer funding to private industry, we need conditions to make sure it is in the public interest. This violates that principle.”

Bharat Ramamurti, an aide to Sen. Elizabeth Warren (D-Mass.) who was appointed to the board overseeing the bailout, said in a statement: “Big corporations have shown time and again that they will put their shareholders and executives ahead of their workers if given the choice. That’s why I’m so concerned that the Treasury and the Fed have chosen to direct hundreds of billions of dollars to big companies with no strings attached.”

A spokesman for the Federal Reserve declined to comment. The Fed’s board of governors unanimously approved the new bond purchasing program on March 22. The Fed has said it will purchase only the bonds of firms above a certain grade. The issuer of the bond also must meet the conflicts-of-interest requirements in the Cares Act, which preclude federal lawmakers or their relatives from benefiting financially from the government bailout.

In the interview, Mnuchin also said many companies are ceasing stock buybacks and are likely to use the additional capital to retain workers.

“A lot of companies have stopped their share buybacks and slashed their dividends, because they need that capital to invest in their business. Even though these restrictions don’t necessarily apply, that’s already happening,” he said.

Some experts disputed that assertion. “Some companies have ceased buybacks and dividends and some haven’t. We shouldn’t have to keep our fingers crossed,” Gelzinis said.

It is unknown what the terms will be for the Fed lending under the program, or how favorable they will be for recipients. The term sheet says only that they will depend on the company and be “informed” by market conditions.

Companies selling their bonds to the central bank are expected to be primarily investment grade, publicly traded firms and therefore subject to more disclosure and oversight than those that are privately held. Patricia C. Mosser, a former senior official at the Federal Reserve Bank of New York, said these corporations are scrutinized by the U.S. Securities and Exchange Commission, private investors and the credit rating agencies.

“It’s true that there’s nothing stopping these companies from continuing to pay stock dividends. You may not like that, and I have sympathy for that position,” said Mosser, now a professor at Columbia University. “But it’s easier to unmask bad behavior in public companies. Large companies certainly don’t do everything right, but they have to admit publicly how they pay top executives, where their profits go and how they use them. That history of disclosure and oversight means the risk of not being repaid is lower.”

The weaker restrictions on recipients of the Fed’s lending program may be partly justified, said Nathan Tankus, research director at the Modern Money Network, which studies monetary policy. The corporate bonds that the Fed is purchasing from companies can be resold, whereas direct loans establish an agreement between the company and the government that makes the asset less valuable to the central bank, he said.

“Purchases of debt are a slightly more arm’s-length transaction than the loan, which is forming a bilateral relationship,” Tankus said. “But this is really just the fig leaf the Fed can use to justify lifting the restrictions.”

 

 

 

Pay Cuts, Furloughs, Redeployment for Doctors and Hospital Staff

https://www.medpagetoday.com/infectiousdisease/covid19/85827?xid=nl_mpt_investigative2020-04-08&eun=g885344d0r&utm_source=Sailthru&utm_medium=email&utm_campaign=InvestigativeMD_040820&utm_term=NL_Gen_Int_InvestigateMD_Active

Pay Cuts, Furloughs, Redeployment for Doctors and Hospital Staff ...

— Health systems see massive disruption from COVID-19

In Michigan, Trinity Health is furloughing 2,500 of its 24,000 employees. In Florida, Sarasota Memorial Health Care is taking “immediate steps to reduce costs, including temporary furloughs and reduced hours” for workers.

In less than 1 month, COVID-19 has made swift, deep cuts in hospital billings. Despite high volumes in the first 2 weeks, March revenue plunged by $16 million at Sarasota Memorial. Surgery cases fell by more than 50%, and volumes dropped by 45% at two emergency care centers and by 66% at seven urgent care centers.

Squeezed by plummeting income and climbing COVID-19 expenses, hospitals and health systems are bracing themselves for system-wide disruption by announcing temporary layoffs, reassignments, and pay cuts.

Many changes, like Trinity’s furloughs in Michigan, affect mainly non-clinical workers. Some alter compensation or duties for doctors, nurses, and other healthcare providers.

“In all parts of the country, physicians are being asked to sign agreements or acknowledgments for pay cuts ranging from 20% to 75%, depending on what their specialty is, where they are, and what the institutions are doing,” said Scott Weavil, JD, a California lawyer who counsels physicians nationwide about employment contracts.

“Many of these providers are not on the front lines of COVID, but they are still working,” Weavil noted. “Babies are being born. People are having accidents and visiting emergency departments. Urgent surgeries are happening. Physicians are at work or on call and ready to help if needed. And in most of these environments, there are patients who have tested positive for COVID-19,” he told MedPage Today.

“Ob/gyns aren’t doing a lot of elective procedures like hysterectomies, but they are delivering babies for COVID-positive patients, wearing donated cloth masks that may or may not be effective,” Weavil added.

In some cases, doctors have been sidelined and face the prospect of dwindling income as patient volumes fall. “We have 2,600 physicians and advanced-practice providers,” said Mark Briesacher, MD, senior vice president and chief physician executive of Intermountain Healthcare in Salt Lake City. “About 800 of them are on a patient volume-related type of contract, similar to what you would have in private practice.”

Because non-urgent and elective procedures are being delayed, some of these clinicians now see 30% to 50% fewer patients and could face big income drops, Briesacher told MedPage Today. “But we’ve put a floor in place,” he said: these providers will receive their usual pay until May 30, then 85% of that amount until normal patient volumes resume.

Redeployment can help practitioners make up lost income, Briesacher added. “A general surgeon often has critical care training,” he noted. “When this increase in patient care needs due to COVID-19 does come to Utah, we can deploy that surgeon to work in our ICUs with a critical care doctor, and if they’re working fulltime, they’ll get paid the same as they were before.”

Reassignment does not stop with doctors at Intermountain: hospital nurses can be deployed to screening desks, drive-through testing sites, or telehealth centers and will keep their current rate of pay, spokesperson Daron Crowley said.

“I recently reviewed a COVID-19 compensation plan of a health system in Florida that would give physicians their base or draw, or a midpoint between their 2019 base and their 2019 overall compensation,” noted Weavil, the attorney. “That seemed pretty good, but it came at a cost: the physicians had to agree to practice outside of their normal setting, as long as they were credentialed for the work.”

“At first blush, the credentialing requirement sounded like a protection; if you are a psychiatrist, you’d think ‘they’re not going to send me to the ICU,’ and normally, that’s correct,” Weavil continued.

But hospitals are adopting emergency credentialing provisions during COVID-19 and “doctors can be forced to practice pretty far afield of their specialty,” he said. In some ways, the situation resembles residency, he pointed out: “You have an attending physician who knows what she’s doing directing fish-out-of-water physicians who have been conscripted into service beyond their specialties.”

The list of hospital systems announcing major changes — including pay cuts for hospital executives, as Trinity Health in Michigan has done — grows each day. Boston Medical Center Health System has furloughed 700 employees; Cincinnati-based Bon Secours Mercy Health has announced it will do the same. Kentucky’s Appalachian Regional Healthcare will furlough about 500 staff members. South Carolina’s Prisma Health will lay off an undisclosed number of clinical, corporate, and administrative workers. Tenet Healthcare in Dallas has furloughed 500 fulltime positions.

Furloughing staff “was an extremely difficult decision, and one that we did not make lightly,” Sarasota Memorial CEO David Verinder wrote in a letter to employees.

“Staff have gone above and beyond to care for our patients throughout this crisis, even as they have been anxious about the health and well-being of themselves and their families,” he continued. “But as the health care safety net for the region, we must do all we can to continue fulfilling that critical role in the weeks ahead and for the long-term.”

 

 

 

Already Taxed Health Care Workers Not ‘Immune’ From Layoffs And Less Pay

Already Taxed Health Care Workers Not ‘Immune’ From Layoffs And Less Pay

Already Taxed Health Care Workers Not 'Immune' From Layoffs And ...

Just three weeks ago, Dr. Kathryn Davis worried about the coronavirus, but not about how it might affect her group of five OB-GYNs who practice at a suburban hospital outside Boston.

“In medicine we think we’re relatively immune from the economy,” Davis said. “People are always going to get sick; people are always going to need doctors.”

Then, two weeks ago, she watched her practice revenue drop 50% almost overnight after Massachusetts officials told doctors and hospitals to stop performing elective tests and procedures. For Davis, that meant no more non-urgent gynecological visits and screenings.

Late last week, as Davis and her partners absorbed the stunning turn of events, they devised a stopgap plan. The 35 nurses, medical assistants and secretaries they employ would have two options: move from full-time to part-time status or start collecting unemployment. Doctors in the practice would take a substantial pay cut. Davis said she’s hearing from colleagues who may have to permanently close their offices if the focus on crisis-level care continues for months.

“It’s shocking,” she said. “Everyone has been blindsided.”

Atrius Health, the largest independent physician group in Massachusetts, said patient volume is down 75% since mid-March. It is temporarily closing offices, placing many nonclinical employees on furlough and withholding pay for those who remain. The average withholding is 20%, and the company pledges that pay withheld will be returned. The lowest-paid workers, those earning up to $55,000, are exempt.

“What we’re trying to do is piece together a solution to get through the crisis and keep employed as many people as we can,” said Dr. Steven Strongwater, Atrius Health’s CEO.

Atrius cares for 745,000 patients in clinics that often include primary care, specialists, radiology and a pharmacy under one roof.

Strongwater said physician groups must be included when the federal government distributes $100 billion to hospitals from the $2 trillion stimulus package.

It’s not clear if that money will stop the tide of layoffs and lost pay at hospitals as well as in doctor’s offices. A Harvard Medical School physician group will suspend retirement contributions starting April 1.

Beth Israel Lahey Health, the second-largest hospital network in Massachusetts, announced executive pay cuts Monday.

“The suspension of elective procedures and decline in visits to our primary care practices and urgent care centers have resulted in financial challenges,” wrote CEO Dr. Kevin Tabb in an email to employees. Tabb said he would take a 50% salary cut. Other executives and hospital presidents in the system will forgo 20% of their salaries for the next three months.

“Although executive leadership compensation is being reduced, we will never compromise on doing the things that are essential to protect your safety and the safety of our patients,” Tabb told staff.

Dallas-based Steward Health Care has told hospital employees in Massachusetts and eight other states where it operates to expect furloughs focused on nonclinical staff. In a statement, Steward Health Care said it prepared for the pandemic but is experiencing a “seismic financial shock.”

“Elective surgeries are the cornerstone of our hospital system’s operating model — and the negative impact due to the cancellations of these procedures cannot be overstated. In addition, patients are understandably cautious and choosing to defer any nonemergency treatments or routine visits until this crisis has passed.”

Dr. Kaarkuzhali Babu Krishnamurthy, an assistant professor of neurology at Harvard Medical School who studies medical ethics, said employers need to think more carefully about the ethics of asking doctors and nurses to live on less when many are working longer hours and putting the health of their families at risk.

“At a time when health care systems are calling on doctors and nurses to do more, this is not the time to be making it more difficult to do that,” said Krishnamurthy.

There’s talk of redeploying laid-off health care workers to new COVID-19 units opening in shuttered hospitals or to patient overflow sites. Tim Foley, executive vice president for the largest health care union in Massachusetts, 1199SEIU, is promoting the development of a staff registry.

“It is more important, now more than ever, to explore all options to maintain the level of urgent care needed across the state and we look forward to working with all stakeholders to do just that,” Foley said in an email.

 

 

 

 

Trinity Health to furlough 2,500 employees in Michigan

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The two health systems that comprise Trinity Health’s Michigan region will furlough 2,500 employees at eight hospitals, according to MLive.com.

Livonia-based Saint Joseph Mercy Health System and Muskegon-based Mercy Health said the furloughs will occur over the next few weeks and will mostly affect nonclinical workers.

The furloughs, which represent 10 percent of the workforce at the two systems, will enable the hospitals to “focus resources on the functions directly related to essential COVID-19 patient care needs, while protecting people and helping to prevent the spread of the virus,” according to the report.

Livonia-based Trinity Health said the goal is for the furloughs to be temporary. 

To help offset financial losses from the COVID-19 pandemic, Trinity’s executive leaders are taking up to 25 percent pay cuts, and performance-based bonuses are being eliminated, according to the report. 

 

 

 

Why Are Nonprofit Hospitals So Highly Profitable?

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These institutions receive tax exemptions for community benefits that often don’t really exist.

“So, how much money do you guys make if I do that test you’re ordering for me?” This is a question I hear frequently from my patients, and it’s often followed by some variant of, “I thought hospitals were supposed to be nonprofit.”

Patients are understandably confused. They see hospitals consolidating and creating vast medical empires with sophisticated marketing campaigns and sleek digs that resemble luxury hotels. And then there was the headline-grabbing nugget from a Health Affairs study that seven of the 10 most profitable hospitals in America are nonprofit hospitals.

Hospitals fall into three financial categories. Two are easy to understand: There are fully private hospitals that mostly function like any other business, responsible to shareholders and investors. And there are public hospitals, which are owned by state or local governments and have obligations to care for underserved populations. And then there are “private nonprofit” hospitals, which include more than half of our hospitals.

Nearly all of the nation’s most prestigious hospitals are nonprofits. These are the medical meccas that come to mind when we think of the best of American medicine — Mayo Clinic, Cleveland Clinic, Johns Hopkins, Mass General.

The nonprofit label comes from the fact that they are exempt from federal and local taxes in exchange for providing a certain amount of “community benefit.”

Nonprofit hospitals have their origins in the charity hospitals of the early 1900s, but over the last century they’ve gradually shifted from that model. Now their explosive growth has many questioning how we define “nonprofit” and what sort of responsibility these hospitals have to the communities that provide this financial dispensation.

It’s time to rethink the concept of nonprofit hospitals. Tax exemption is a gift provided by the community and should be treated as such. Hospitals’ community benefit should be defined more explicitly in terms of tangible medical benefits for local residents.

It actually isn’t much of a surprise that nonprofit hospitals are often more profitable than for-profit hospitals. If a private business doesn’t have to pay taxes, its expenses will be lower. Additionally, because nonprofit hospitals are defined as charitable institutions, they can benefit from tax-free contributions from donors and tax-free bonds for capital projects, things that for-profit hospitals cannot take advantage of.

The real question surrounding nonprofit hospitals is whether the benefits to the community equal what taxpayers donate to these hospitals in the form of tax-exempt status.

On paper, the average value of community benefits for all nonprofits about equals the value of the tax exemption, but there is tremendous variation among individual hospitals, with many falling short. There is also intense disagreement about how those community benefits are calculated and whether they actually serve the community in question.

Charity medical care is what most people think of when it comes to a community benefit, and before 1969 that was the legal requirement for hospitals to qualify for tax-exempt status. In that year, the tax code was changed to allow for a wide range of expenses to qualify as community benefits. Charitable care became optional and it was left up to the hospitals to decide how to pay back that debt. Hospitals could even declare that accepting Medicaid insurance was a community benefit and write off the difference between the Medicaid payment and their own calculations of cost.

An analysis by Politico found that since the full Affordable Care Act coverage expansion, which brought millions more paying customers into the field, revenue in the top seven nonprofit hospitals (as ranked by U.S. News & World Report) increased by 15 percent, while charity care — the most tangible aspect of community benefit — decreased by 35 percent.

Communities are often conflicted about the nonprofit hospitals in their midst. Many of these institutions are enormous employers — sometimes the largest employer in town — but the economic benefits do not always trickle down to the immediate neighborhoods. It is not unusual to see a stark contrast between these gleaming campuses and the disadvantaged neighborhoods that surround them.

In some communities, nonprofit hospitals are beloved institutions with a history of caring for generations of families. In other communities, the sums of money devoted to lavish expansions, aggressive advertising and eye-popping executive compensation are a source of irritation.

The average chief executive’s package at nonprofit hospitals is worth $3.5 million annually. (According to I.R.S. regulations, “No part of their net earnings is allowed to inure to the benefit of any private shareholder or individual.”) From 2005 to 2015, average chief executive compensation in nonprofit hospitals increased by 93 percent. Over that same period, pediatricians saw a 15 percent salary increase. Nurses got 3 percent.

A number of communities that think nonprofit hospitals take more than they give back have started to sue. The University of Pittsburgh Medical Center fought off one lawsuit from the city’s mayor to revoke its tax-exempt status. Last year it faced another from the Pennsylvania attorney general, alleging that the medical center, valued at $20 billion, did not fulfill “its obligation as a public charity” (the lawsuit was dismissed).

Morristown Hospital in New Jersey lost most of its property-tax exemption because it was found to be behaving as a for-profit institution. The judge in the case wrote that if all nonprofit hospitals operated like this, then “modern nonprofit hospitals are essentially legal fictions.”

It’s important to recognize the extreme variance in hospitals’ financial status. Many nonprofit hospitals, especially in rural areas, struggle mightily; scores of rural hospitals have closed — and hundreds more are teetering — leading to spikes in local death rates. At the other end are hospitals that earn several thousand dollars in profit per patient.

The most profitable nonprofit hospitals tend to be part of huge health care systems. Consolidations are one of the driving forces behind the towering profits, because monopoly hospitals are known to charge more than nonmonopoly hospitals.

Should these highly profitable institutions be exempt from the taxes that pay for local roads, police services, fire protection and 911 services? Should local residents have to pay for the garbage collection for institutions that can afford multimillion-dollar salaries for top executives?

Tax exemption needs to be redefined. Low-impact projects such as community health fairs that function more like marketing shouldn’t be allowed as part of the calculation. Nor should things that primarily benefit the institution, like staff training.

Additionally, hospitals should not be allowed to declare Medicaid “losses” as a community benefit. While it’s true that Medicaid typically pays less than private insurance companies, Medicaid plays a crucial role for private insurance markets by acting as a high-risk pool for patients with severe illness and disability. Hospitals benefit mightily from this taxpayer-funded arrangement. These large medical centers also enthusiastically accept taxpayer money for research, something that burnishes their image and bolsters their rankings. That enthusiasm needs to be mandated to extend toward Medicaid patients and the face value of their insurance.

The I.R.S. states that charitable hospitals “must be organized and operated exclusively for specific tax-exempt purposes.” Thus charitable care should be front and center. Spending on social determinants of health can also be a legitimate community benefit, but the community that is footing the tax break needs to have a forceful say in how this money is spent, rather than leave it solely up to the hospital.

As many policy scholars have noted, tax exemption is a blunt instrument. For struggling hospitals, particularly in communities with a shortage of health care resources, tax exemption can make sense. In medically saturated areas, where profits and executive compensation approach Wall Street levels, tax exemption should raise eyebrows.

If society decides that tax exemption is a worthwhile means to improve health — and it certainly can be — then our regulations need to be far stricter and more explicitly tied to community health. As the United States continues to fall behind its international peers in terms of health outcomes in local communities, there is certainly no lack of opportunity.