2020-02-20 PAG FinalPARTNERSHIP ADVISORY GROUP
FEBRUARY 20, 2020 MEETING
FAVI ya111.1WA
PAGE 1
The Partnership Advisory Group met for a meeting on Thursday, February 20, 2020, at 5:30 p.m. in the
Andre' Mallette Training Rooms at the New Hanover County Government Center, 230 Government Center
Drive, Wilmington, North Carolina.
Members present: Co -Chair Barbara Biehner; Co -Chair Spence Broadhurst; Vice Co -Chair Bill Cameron;
Vice Co -Chair Dr. Joseph Pino; Members: Chris Coudriet; Cedric Dickerson; Brian Eckel; Jack Fuller; Hannah
Gage; Dr. Sandra Hall; Dr. Michael Papagikos; Dr. Mary Rudyk; Dr. Rob Shakar; Jason Thompson; Meade Van
Pelt; and David Williams.
Members participating via telephone: Dr. Virginia Adams; Evelyn Bryant; John Gizdic; and Tony
McGhee.
Member absent: Robert Campbell.
Staff present: County Attorney Wanda Copley; Clerk to the Board Kymberleigh G. Crowell; Assistant
County Manager Tufanna Bradley; Chief Financial Officer Lisa Wurtzbacher; Chief Communications Officer
Jessica Loeper; Budget Officer Sheryl Kelly; Intergovernmental Affairs Coordinator Tim Buckland; New Hanover
Regional Medical Center (NHRMC) Director of Marketing and Public Relations Carolyn Fisher; NHRMC Chief
Legal Officer Lynn Gordon; NHRMC Chief Strategy Officer Kristy Hubard; NHRMC Media Relations Coordinator
Julian March; NHRMC Executive Vice -President and Chief Financial Officer Ed 011ie; Joseph Kahn, Shareholder
with Hall Render and outside counsel for NHRMC; Ryal W. Tayloe, Attorney with Ward and Smith and outside
counsel for NHRMC; David Burik, Managing Director with Navigant; Eb LeMaster, Managing Director with
Ponder & Company; and Robert Jaeger, Vice President with Ponder & Company.
Co -Chair Broadhurst called the meeting to order, thanked everyone for being present, and provided a
brief overview of the meeting agenda.
APPROVAL OF MINUTES AND REVIEW OF MEMORANDUM
Vice Co -Chair Cameron MOVED, SECONDED by Vice Co -Chair Pino to approve the January 23, 2020
minutes as presented. Upon vote, the MOTION CARRIED UNANIMOUSLY.
Co -Chair Biehner asked Ms. Gordon to provide an overview of the February 20th memo sent to the
PAG from the PAG support team. Ms. Gordon stated it is a memorandum reminding the PAG that as it moves
forward in this process, information will be heard about certain relationships, contracts, and currently existing
matters. In an effort to protect the integrity of the process, a protocol has been put in place letting the PAG
know that NHRMC already has agreements with UNC, Novant, and Atrium. Those will continue in due course
and any meetings and discussions related to those contracts will only be in that context. Care will be taken to
have people recuse themselves from meetings or discussions if the topic has anything to do with the PAG and
its work. A reminder is also being sent to all Request for Proposal (RFP) respondents that when they signed
their NDA and agreed to respond to the RFP, there is that same commitment and obligation. The memo
documents all of this and she encouraged the PAG members to read it and contact the support team with any
questions or concerns to ensure the integrity of the process is protected.
UPDATE ON POTENTIAL REQUEST FOR PROPOSAL (RFP) RESPONDENTS (SLIDE 5)
Co -Chair Biehner reviewed slide 5 of the presentation noting it is the updated list as of today. Ten
organizations have executed the NDA, one organization has requested the NDA, eight organizations have
indicated a potential interest, eleven organizations have declined to participate, and two organizations have
been contacted, but there has been no further discussion.
STRATEGIC NEEDS RECAP AND CONTINUED DISCUSSION (SLIDES 7-21)
Co -Chair Biehner stated the purpose of this portion of the meeting is to review what was discussed
during the last meeting to get the members' thoughts, questions, and concerns about the 16 initiatives of the
identified strategic needs. Co -Chair Broadhurst stated what has been provided in the information is a to -date
progress of each strategic need.
Discussion was held about the 16 strategic needs and how it would be helpful to have an assessment
of where the needs are in the realm of red, yellow, or green. For example, on ambulatory networking today it
may be considered fairly well -handled and is color coded green while another need may be red. It would
provide a sense of where the hospital currently is in their status. It doesn't take away from all the data provided,
but does give an indication of where the needs are. Co -Chair Biehner stated that on the right-hand side of slide
18 or 31 (both are the same) the progress to date/readiness column is what shows the current hospital status.
Mr. Burik stated specifically, the progress to date/readiness shows that the hospital management team is
saying the strategic plan and ambulatory need development are going to require a lot of capital. It's complex
to implement and it has started doing some things, but the hospital has progressed only a quarter of the way
and therein lies the gap.
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FEBRUARY 20, 2020 MEETING PAGE 2
Member Fuller asked if he was understanding correctly in reading the slide that in taking an item such
as ambulatory network development, the current assessment is that the hospital is not in very good shape. Mr.
Burik responded that to accomplish the goals there is a form of foundation for some, more than a foundation
for others, but it can't be assumed that any of them will be accomplished as designed. Member Eckel noted
that regardless, they are in process. The strategic plan update was addressed by five NHRMC BOTS, five
physicians, and five leaders within New Hanover County. After that, a group named M&A was hired to develop
a master plan of the region. The master plan actually started out, he thinks, at $2 billion in capital needs. In
working through the plan the number became around $1.2/$1.5 billion. That is what defined the 16 different
initiatives on the slide. For example, the hospital is already identifying sites for the ambulatory network
development. Member Fuller explained he is trying to review the slide from the aspect of an RFP response and
in relation to assess the RFP responses, ambulatory is one that should be of concern because that most likely
has the longest way to go on the assessment. Whereas, the hospital is in better shape with the avoiding staffing
shortages item. As to whether he is understanding the chart/assessment correctly, Member Eckel stated he
thinks so, and all are intertwined with the lack of access to capital. Member Fuller stated the current discussion
is not about money but rather the needs and as it relates to the RFP responses, he is trying to understand so
he can say a certain response fits best because it fills these gaps the best. Co -Chair Biehner stated as she looks
at slide 18, none of them are past the midpoint of readiness. Member Fuller then asked if the slide is showing
an assessment of today or through the strategic plan put together for ten years. Co -Chair Biehner confirmed it
is more of a snapshot of today. Member Eckel stated he thinks the readiness is as of today.
Member Shakar stated when looking at the chart and knowing it is probably publicly shared
information, everyone is going to look at it in the form of where the hospital is now. He thinks it is a disservice
to the administration, providers, and staff because it does not accurately reflect the system. He looks at it in
terms of scoring A, B, C, D and F and it appears the system is mostly C's, some D's, with no A's or B's. He would
like to know if it was Navigant and if not, then who made the decisions on the hospital's level of readiness. For
example, evidence based protocols reflects the hospital being a C. He knows the hospital is a national leader
in evidence based protocols in the surgical realm. People come here to look at how things are done. That's not
a C to him. In 2018, $10 million was saved on the surgical side in looking at eight different service lines, looking
at premier cost of encounter, and what it costs in 2016 versus 2018. Another example is the ACO. The hospital
has one of the top five ACOS in the country, but that doesn't appear as such on the slide. Co -Chair Biehner
stated the snapshot today is how the hospital is looking moving forward in its strategic planning process.
Member Shakar stated there is a strategic plan for 10 years from now and the question is can the organization
get all of what it wants in the strategic plan. He thinks that is what should be tried to be achieved, but things
do happen. Also, while the executive summaries on the possible respondents is appreciated, it would be good
to have a comparison of where they are right now in these same areas.
Member Gizdic stated he wanted to provide a different perspective on the scale. For example, with
evidence -based protocols he sees the scale as NHRMC is doing a fantastic job as talked about in the individual
slides. While the $10 million is fantastic and great work is being done, there is $40 million worth of opportunity
that has been identified through clinical variation in the organization. The information, while acknowledging
the good work being done, also recognizes to continue down the path of what is known to be possible with
achieving the strategic plan that there is a lot of work to do and there are gaps. The gaps do not mean a fad or
the organization is not doing what it should, but rather that there's a lot more that can be accomplished in
those areas. He hopes that helps a bit with how to interpret the slide. Member Shakar stated it does, but he
does not think it is reflected in the slide. Again, he thinks people reading it will think the standard is, if it's a
one through five scale, the hospital is a two or three in many of the areas. He does not know how to put a
caveat to the bottom of it stating this is where the organization believes it is now and this is where it wants to
go. There are strategic needs and he knows the board has determined them, but some perspective has to be
given to it. While he knows a narrative cannot be done on every single one of the items, he thinks it is a
disservice to the staff in his opinion, to put this out in the public realm when great work is being done. Co -Chair
Biehner asked if Member Shakar had looked at the individual slides and if he was comfortable with them.
Member Shakar responded he was just looking at the readiness. Member Coudriet stated that while he
appreciates Member Shakar's comments, these slides are for the PAG members. They are not designed to
educate and inform the public. They are designed to educate and inform this group who has to make an
evaluation of the proposals. If there are things that can be done to make it easier to understand, that is fine
and to Member Gizdic's point, this is not an A through F rating. It is where the organization is relative to where
it wants to go. The audience here are the 21 people on the PAG and that needs to be remembered. Member
Shakar asked Member Coudriet to explain the far right hash markings on the slide. Member Coudriet
responded he thinks in the context of evidence protocol, if $10 million has been done, the organization has at
least $30 million more to do. If getting this is the right way to advance the discussion, that will happen but the
group is getting a bit caught up in the form of things rather than the substance of the work, which is to evaluate
proposals that come back and help the County Commission and the BOT make the determination whether or
not there is a partnership out there that is better than the status quo. If there is not, then the evaluation is
what to do to remain unaffiliated and independent.
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FEBRUARY 20, 2020 MEETING PAGE 3
Discussion was held about concerns being focused on the items discussed in terms of readiness and
potentially not necessarily worrying about the summary slide defining an item at two or at three. Member
Thompson stated he understands the concerns of Member Shakar. For example, the ACO and health plan
development that is needed to get to a five, with 19,000 or 20,000 lives when there's 270,000 in New Hanover
County and in the seven county service area is a million plus, then maybe a five would be 200,000 lives in the
ACO. While there was an acquired shared savings and such, the ACO was top five for 19,000 people. If it was
physical data, it wouldn't even be indicative of what this area is and would not be statistically valid. Those
things and others on the list have to be grown from where they are to move them to the right of the scale.
Member Gizdic expressed appreciation for Member Shakar's comments because as the CEO, he wants to talk
about the great things the organization's doing, but to accomplish being one of the best in the country and
having the strategic plan fully executed there are additional scales and resources that are needed to take it to
that point. Those are all things in the strategic plan that are going to require additional resources, and he
appreciates that there may be other interpretations of that. He suggested developing a way to make sure staff
and providers know their great work being is appreciated, while also acknowledging where the organization
wants to go and the resources needed to get there.
Member Hall stated in regard to Member Coudriet's earlier comments while the PAG is looking at this
for evaluating the RFPs is true, part of the work done in the beginning was to get the RFP out and then the
group could look at other options. She feels this is the time to have that look and to identify what will need to
be looked at for the responses, but also identify all the other options as a Plan B. The members all have different
knowledge bases of where they are, so they do have to talk about it a little bit more. This does go out to the
public and they do see this on the strategic plan. The members all need to be on the same page and this time
is dedicated to discussing what their priorities are, if the priorities are all these things, and how to get them.
Even though it may be an unpopular comment, as she looked through the slides prior to the meeting she asked
if there is a chance that the strategic plan is not right.
Member Coudriet stated that what he states next is not as a PAG member, but as the policy advisor to
the Board of Commissioners. The PAG was not set up to evaluate the appropriateness of the strategic plan. It
was to develop the RFP to evaluate how far a new model might take the hospital to advance the strategic plan.
The PAG is not here to debate the plan, that is settled policy and it is not the PAG's place to evaluate. There
were doctors, BOTS, and leadership that created the plan. The County Commission believes in the BOT, the
doctors, the administration and therefore, believes in the plan and wants to help advance that, not to debate
what the plan should be. Again, that is settled policy and not up for debate. If none of the proposals come back
to help advance that, then perhaps Member Gizdic has to have the difficult discussion first with the BOT that
the plan and the model that is attainable to it are not in alignment. The PAG is here to figure out what are the
right structures, what are the right partners to advance the plan that includes $1.2/$1.3 billion of capital over
the next 10 years. That means expanding or finding another $40 million in savings through evidence -based
protocols. Again, he is sharing this as the policy advisor to the Board and his understanding of what is the
direction of the County Commissioners.
Member Adams stated most of this is of concern to her because while the PAG is not in a position to
evaluate the strategic plan, there may be some pieces of the plan that are incongruent with what will be seen,
where they want to go, and what they need to do. From her perspective, if that is so then the PAG can and
should voice some concerns about whatever is in that plan and have some questions about it. Co -Chair Biehner
stated that in going back to the charter, it is very clear as to the steps and deliverables and thinks the members
need to go back and reset to that. The first step was an RFP with a lot of discussion and many key points brought
up to arrive at the deliverable of the RFP. Now the group is looking at educating itself relative to the needs of
the hospital and it was categorized into the three areas of governance, strategic needs, and financial. This is
part of the education of what has been identified as the strategic needs for the organization. Member Adams
stated she agrees with Co -Chair Biehner, but they are not completely separate. Co -Chair Broadhurst stated he
is not hearing different things and it is correct they are here to have the conversations about the direction of
things. However as far as its decision making process, the PAG does need to stick to the charter as that is the
PAG's responsibility.
Member Gage stated while it is a great and comprehensive plan, if it all cannot be done, having a sense
of what the most crucial things are that move this plan forward in determining structure and how the members
work through the RFP responses would be helpful. If there are 100 priorities, there are no priorities. As a
layman, she does not have a sense in looking at the 16 things of exactly which are needed the most and more
than likely there are things in the plan that are more important than others. Having an understanding of that
would help her set the framework for how to assess things.
Member Fuller stated he was not questioning the strategic plan and thinks it is well thought out. It has
been worked on diligently by the board and by the hospital to come up with the areas of importance and focus.
He was questioning how to use the chart to help facilitate the discussion on the RFP responses and how they
might help connect the dots. It is important that all have the same understanding and spend time discussing
the readiness of certain items, the complexity of implementation, or the financial impact of one versus another.
PARTNERSHIP ADVISORY GROUP
FEBRUARY 20, 2020 MEETING PAGE 4
He does not want to change the chart. Rather, he wants to figure out how the PAG uses it effectively going
forward as they start thinking about guarantees. That is where he is struggling to put the dots together.
Member Papagikos stated in regard to the charter, this section of the four meetings, and learning
about what being independent would look like, he does not believe there's a work product that happens at the
end of the four meetings as there are for other sections. Co -Chair Biehner confirmed that was correct. He then
asked what is the PAG going to do at the end of the fourth meeting such as is there going to be a consensus,
articulated view that this is Plan B, if after reviewing all of these proposals none of them seems viable. At this
point, he does not feel he is any further along in being able to articulate an independent model, or what a
recommendation would have been had the vote been three to two in the other direction in terms of what
would happen.
Co -Chair Broadhurst stated that the linear process of the charter says the group is in the process of
discussing what it looks like to stay independent. He is interpreting that as status quo, because there are
different definitions of independent and local control, which was learned in the governance conversation. From
that standpoint, it makes sense that there is not a deliverable at the end of the four meetings as it is an
educational process. The PAG is not making a recommendation because there is nothing to recommend. The
next step is reviewing and evaluating the RFP responses as stated in the charter. While he does not want to
speak for everyone, he thinks all agree they are going to have to come up with a decision making framework,
whether it is priorities or something else, that all can somewhat agree on to move forward. The charter also
states at the end of that process the PAG has as decision to make. One decision is if it felt any of the responses
or a combination of responses addresses what is needed or if it is felt the best thing to do is to stay exactly as
is. Everyone understands that as that is what has been learned through these meetings. Another decision is
that one response is the best of all and the group wants to run with it and start negotiations. However, the
charter states the responses have to be narrowed down to two or three that they are interested in it. There
will then be continued dialogue, questions, maybe presentations, and then will move forward to see if any
combination of governance and partnership with one or more works better than staying exactly as is. If that's
the case, then the PAG agrees with it, it makes the recommendation, and moves forward. If there is not
agreement that is the right thing to do, then the PAG makes a recommendation to stay as is. Co -Chair Biehner
stated she would add there is some deliverable to this, it is not an RFP, but as they are going through the key
areas, they are really looking for what are called key performance elements (KPEs). The group wants to know
if those proposals are addressing what is felt to be the key areas. This information gives the concept of all the
different pieces that tie into the strategic plan. The expectation is to look at what are the gaps and what are
the elements for inclusion in any recommendation of any of the RFP responses.
Vice -Co Chair Pino stated as they work through this process it becomes increasingly clear that in order
to get to the next stage of being able to provide care on a grander scale, NHRMC is not going to be able to do
it independently. Part of this process over the next four weeks is to figure out how to do that. In looking at 10
of the 16 gaps, he thinks there are a lot of pretty substantial gaps, with a handful of six being moderately behind
the eight ball. How the prioritization is done to understand that there are gaps with some being more important
in moving forward in this process, would help him to understand where those priorities lie.
Member Hall stated she appreciates what has been said about the PAG charter and how the members
are looking at this. She misunderstood what their job was as her understanding in what was verbalized to the
members was this is the time to look at different partnerships. The recent hospital newsletter says the advisory
group is spending this time considering the spectrum of partnership possibilities that might be paired with
restructuring to bring more resources, including joint ventures, clinical service agreements, and co -
management agreements. That is why she was understanding that this is the time period.
Co -Chair Biehner asked if Ms. Gordon had any input on the discussion. Ms. Gordon stated everyone is
right and the fifth paragraph in the charter says "...evaluating the RFP responses/responding parties, including
a summary of the pros and cons associated with each proposed model..." To the earlier point about the kinds
of different joint ventures or service lines, etc. "...the pros and cons associated with each proposed model,
which shall also include a similar pros and cons evaluation of NHRMC continuing status quo/internally
restructuring based on the PAG's review..." it will all be pulled together so that when the comparison chart of
the 16 is looked at and boiled down to the key areas, there will be a chart to have everything in context. When
the importance of governance and independence is discussed, it will be seen in the whole chart, so this is not
losing anything being done. This is setting it up to pull it all together and until it is put in context, it really cannot
be compared. This is why the charter lays it out that way and after that is done, the deliverable is to decide
whether to push forward or not. The deliverable can be remaining independent/status quo after reviewing
everything if that is the best option. Member Coudriet stated if that is the choice, then it goes back to the BOT
and the others to decide how the strategic plan is rescaled. That is not what the PAG is to do and it is not a
good use of time, in his opinion. Also, it is not consistent with the charter to begin to debate if sacrifices have
to be made because there is not a better model. There will be a process, just as there was five years ago, to
rescale the strategy. The PAG's charge is to examine all of the ranges of possibilities to advance the plan as it
is, and if the hospital can standalone and remain unaffiliated and independent, then that is what it will do.
PARTNERSHIP ADVISORY GROUP
FEBRUARY 20, 2020 MEETING PAGE 5
However, he thinks there is a general impression that based on facts that the reason Member Gizdic and he
recommended to proceed with this is because they do not believe, primarily led by Member Gizdic and his
team and the BOT, that they cannot achieve what it is they have identified as the priorities. Not saying that
they cannot, but that is what the evaluation is about.
Regarding discussion about working through each strategic need, Member Fuller stated that in looking
at slide 19, he thinks everyone is struggling with how the strategic needs fit into the focus areas. It has been
identified that these are the focus areas to be considered and all of the strategic needs bounce against it. Mr.
Burik stated that there was spirited conversation amongst the support staff as they went through the draft
document and in trying to anticipate the PAG's reactions to the information. Slide 19 is not being put forward
to be definitive. It basically recites that everyone has invested time to learn the 16 strategic needs, to learn
about governance and structure, and specifically what is being dealt with. The support staff then looked at
what are the things that have to be resolved and it was thought the things that would be okay are governance
and organizational structure and is that something that needs to change to meet the needs of the plan. The
second one was growth as that is an opportunity. Growth is expensive, it requires capital and at the same time,
the organization is being challenged with a fundamental change in the business model from fee-for-service to
more of a value -based system. That requires new systems and new skill sets. The third thing, and there seems
to be a broadening recognition, is that this system is a regional system, and it will benefit from having access
points throughout that region. The fourth point is clearly the strategic plan, and there are some powerful
arguments for health equity and improving the health of the community. And finally, part of the reason for
being successful is because it is busy and allows for the volumes necessary to drive quality to keep physicians
engaged. As shown on the next slide, there did seem to be varying degrees of understanding of the
regionalization and the slide is an effort to try to give an idea about that. On the bottom right of the slide, it
shows that about 50% of the volume in the hospital is in the region, so $570 million dollars of the more or less
$1.2 billion is coming from counties other than the home county. It is coming for good reasons as there is great
care here, there is scale and value, and that scale also allows better things for the residents of this county. One
of the things this plan does is recognize that and in a value -based world, a lot of those folks should be treated
close to home in a different system than they might have had 20 years ago. Again, this is a working item that
is being shared with the group to try to tie the disparate things together, and spend time to better identify how
many of the region's, not just the county's, population is served by the physicians here in the hospital.
Member Eckel asked in regard to slide 19 other than the governance, if items 2 through 5 are all
interrelated. Mr. Burik confirmed that was correct. Member Eckel then stated that he keeps coming back to
access to capital in regard to the question of last week if the group is confirming a partner is needed or is the
group investigating whether a partner is needed. He also agrees with the need to let the data show it and his
opinion as chair of the BOT finance committee is that partner is going to be needed if the strategic plan is going
to be implemented. What that partnership looks like is the purpose, he thinks, of why PAG is here. In looking
at the headwinds, yes, he wants to talk about the $250 million of savings through supply chain, utilization, etc.
While there is a desire to talk about all the great things the hospital is doing, the reality is that there is so much
more that can be done and unfortunately it all comes back, in his opinion, to the access to capital. He knows
the charter and understands that the members are not here to talk about the strategic plan. If there are things
that the BOT can be looking at, he would love for the group to tell him what they are of the 16 goals. While
that is not the forum tonight, he would like to know what is the BOT missing in the 16 items of strategic planning
as it thinks they are all equally important.
Member Papagikos stated that he believes the BOT spent an enormous amount of time thinking about
it and does firmly believe that taking on a partner is the only reliable way to accomplish it. From a public
perception standpoint for there to be a trust in this process, he would suggest the best way to sort of prove
that that the assessment is correct is to have a presentation from the other side. At the end of that process,
after making a case for remaining independent, reasonable people would see that there really is only one
answer and it is to take on a strategic partner. Member Eckel asked what is the cost of not doing anything,
which is the way he looks at it and hopes that the county does not grow at the pace that is has for the last 20
years. The PAG can make those assumptions, talk about physician burnout and high turnover, but he is not
sure that is its job either. Member Shakar stated both sides have to be litigated so that it is a true, open, and
honest conversation that is transparent. There is a need to know what the ultimate goal is and what needs to
be done.
Member Williams stated a strategic plan never comes to an end and is just updated. If two years from
now, everything on this planet was done, most of the things would still be on the list but going to the next
level. Some of this is review for some members because they have been in it, but it doesn't make anybody in
here anymore dedicated to anything. He has a lot of opinions already about this too, but appreciates the other
opinions because different views are being looked at. He thinks what the PAG is doing is trying to flesh out all
of the facts and let people know that everybody on this committee cares. He also believes the trustees care
and that all five county commissioners care about their responsibility. He does not want to see the group get
mired down and thinks it needs to be done this way.
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FEBRUARY 20, 2020 MEETING PAGE 6
Vice Co -Chair Cameron stated in looking around the table at who is here and, if he's counting right,
there are only five members that do not have the deep knowledge that the physicians and BOT members have.
From his perspective, what he has heard over the last few meetings to a certain degree is the presentation of
some degree of risk of doing nothing versus needs that are coming. He feels he has received a good layman's
education about this and what is being done is great, but here are the headwinds, they are real and we better
be aware of them. He feels good about that personally and thinks it is because he was fortunate enough to be
able to be a part of this group.
Co -Chair Broadhurst stated during this discussion, while nothing was totally resolved, a lot of ground
was covered. He really feels a lot of this is going to come back up in their analysis and is part of looking at
whether to move forward with a partnership or stay independent. Vice Co -Chair Cameron stated more time is
needed to do this. Co -Chair Biehner stated she would suggest everyone review slide 19 as part of the homework
to see if it does start to get into those areas or not because that conversation is needed at some point. Member
Fuller agreed and asked for the next agenda to include talking about the focus areas and also thinks it will be
helpful for the community. The message to get out to the community is that the PAG has gone through eight
sessions, reviewed the strategic plan, understands the needs, and here are the five focus areas that will be
used in evaluating the RFP responses. Member Eckel stated in the spirit of more education in regard to the
$1.9 billion of capital needs, there is $700 million in recurring capital gains, over $16 million a year. The $1.2
billion is just to fill special projects in the hospital's primary area, not the seven counties.
FINANCIAL ANALYSIS - PONDER & COMPANY (SLIDES 23-39)
Mr. LeMaster stated he, along with Robert Jaeger, will provide an overview of the long range financial
plan and reviewed the three items of focus: the long range financial plan, capital needs and funding for those
needs, then ending with some perspectives on independence, taxes, etc. Ponder & Company has been serving
not-for-profit healthcare systems for about 40 years. As a level set, the team did not spend six months
developing a demand study. The PAG has had other advisors in, it has had mergers and acquisitions (M&A) that
has been discussed, and Navigant's work. Ponder & Company's role was to look at it from a point of
reasonableness, do some stress testing, and provide the takeaways at the very end.
Member Coudriet asked Mr. LeMaster what his review of reasonableness means. In his opinion,
reasonable is in looking at whether it is reasonable to have a $1.9 billion capital plan. He does not know if that
is reasonable or not and wants to make sure the PAG understands how it is being framed. Mr. LeMaster
responded that they look at other benchmarks and medians and some will be discussed of what others do in
the industry. It is really what they see in the industry compared to others and NHRMC's peers, is it reasonably
relative to those. They are not in the midst of operations to judge on very narrow quality metrics or very
granular operating data, but really from a financial perspective, asking is it reasonable. Member Coudriet asked
if it was reasonable to do or is it reasonably presented in terms of cost. Mr. LeMaster responded it is asking if
it is reasonably presented.
In review of slide 24, Mr. LeMaster stated the graph shows a strong period of growth and the
community has grown likewise. The organization has done an excellent job and a compounded annual growth
rate of 7% is seen over this period. Moody's ratings are the focus because some of the availability of data is
cleaner. As a set point, ratings of the US government and treasuries are triple A. There's no one in healthcare
that is a triple A, even the Cleveland Clinic or the strongest organizations in the country are not triple A. They
are double A. NHRMC today is essentially as an Al. If you have triple A, the best category, double A is next,
NHRMC is A and within that there are three levels: Al is the best, A2 is next, and A3 is below that before you
go to triple B which is represented by Baa, just to make it especially complicated. NHRMC is in a strong place
and the Al category is representative of the growth, balance sheet and the things done, but one very strong
indicator of where NHRMC stands in these ratings is represented in its risk profile. In working through the
categories and discussing them, it is representative of risk. That is one important thing to keep in mind, what
does this mean about risk. If looking at the growth rates of 7% in compounded annual growth rate, even the
highest category of the healthcare group, the double A category over the last three years was 7.3%. NHRMC is
in line with the top of the top in terms of growth rate over the last decade, it is very positive. NHRMC is among
the double A category in the top 18% in terms of credit rating in the country. Its growth rate fits with that group
on that metric, so NHRMC is above state and national levels and above many of those that are rated in the
different categories. The flip side of this is that this creates a lot of demand. You do not grow the top line
without making major investment and as such, the pressure point and the push and the pull is the great story
of the growth. The challenge is meeting the growth.
In response to questions about using Moody's versus Standard and Poor's (S&P) and if that is the best
look in terms of what is the extent of the loss should you default versus the probability the security will default
and if that is a better way to measure or is that the standard, Mr. Jaeger stated it can be thought of as there is
investment grade and then there is non -investment grade. Anything mentioned as triple B and above is what
would be considered investment grade. Then it is how good is that credit in investment grade. Triple B is the
last stop before you go into non -investment grade, therefore triple B is the highest cost of capital to borrow.
When saying highest cost of capital to borrow, your debt may be 1% higher than what is an A category. There
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FEBRUARY 20, 2020 MEETING PAGE 7
is lower risk in an A category, a better credit profile, and a willingness to lend to you at a lower percentage, in
thinking of it from just a financial perspective. Double A category has the lowest cost of capital out there. Those
are the lowest risks to invest in and have the best credit rating. It is just a rating and in a sense, three different
organizations just gave a credit rating for free of how they see your organization as an investment. Mr.
LeMaster stated there are also two other elements. One is how much is your debt going to cost and the lower
the rating, the more expensive. The other one is what is the risk of default. So the further you go down, the
more worried an investor is as there could be risk to getting fully paid back. At Double A, an investor is least
worried about it. If nearing triple B, you start to get nervous because beyond that is non -investment grade,
which now investors look at very differently. It is a risk and cost is really what it relates to.
Member Papagikos stated in trying to understand where the numbers come from when looking at the
2019 audited financial statements, the top line for operating revenue for 2019 is 1.164 and it seems there is a
delta between what is being presented here. Member Thompson stated there are net numbers and gross
numbers and the difference probably is the delta. Mr. LeMaster stated the other thing is system versus
obligated group. Certain of the hospital's entities are subject to the debt, or in a sense, their revenues are
pledged to those bonds. There are some parts, the joint ventures which the hospital does not wholly own and
its foundation, which cannot be pledged and some other assets. Admittedly, what will be discussed is about
the system. When pivoting on the projections, discussion will only be about the obligated group and that is
what the NHRMC management team focuses on with their projections. There is a disconnect when looking at
some of this data, but it is still very representative. Mr. Jaeger stated there is also within the NHRMC's audit a
component unit aspect. In looking at the information as if it were two columns, one is the component units
and the next if, it was about $250 million in another part, those two together would combine to the obligated
group. The obligated group are the entities that are on the hook for the debt. Then there are other entities
that make up the entire system and affiliates that are part of the full system that may not be on the hook for
the debt for some particular reason, but when being evaluated from a credit perspective, Moody's will come
in and say what does the whole system look like. Almost all healthcare companies or healthcare hospitals have
the obligated group versus system concept. The obligated group is extremely representative of the full system.
In response to questions about when doing partnerships if it is the obligated group or is it the whole system
including the babies, all the others and the foundation, Mr. LeMaster stated it depends. Either way, NHRMC is
going to get a good representation, whether focused on the whole system or the obligated group.
In response to questions, Member Coudriet confirmed the hospital's rating is not tied to the County
and the County is rated separately. However, the County has allowed the hospital to pledge as the obligated
group, the revenues from the main asset, the hospital system. The County controls the obligated group and
the revenues of the hospital are actually revenues of the County. The hospital itself is rated, but technically, if
the hospital system defaulted, the County could choose to satisfy the debt. The only thing it has not pledged is
the full faith and credit of the taxing authority. If that all went away, it would be a policy decision, a financial
decision for the County whether it used other forms of revenue to pay the debt or to default. In response to
additional questions, Member Coudriet confirmed that revenues of the hospital belong to the County because
it owns the hospital.
In review of slide 25, Mr. LeMaster stated there are two different lines represented that are running
in motion. One is the operating margin that often, as already talked about, is not total net in the net income
level, but basically a very good depiction of the hospital's operating performance. The other is operating cash
flow which is taking operating margin and adding depreciation, which is a non-cash item, and interest.
Operating cash flow is what is available to service debt and pay for capital. Depreciation does not in itself pay
for things, cash flow does. Also on the graph are two dotted lines for the Al category of Moody's and the
hospital's relative position today. If looking at operating cash flow, it has a very strong performance and is
above the median of 8.5%. For the past decade, NHRMC has been between 9.7% and 12.9% which is a strong
performance in a consistent fashion. From an operating income perspective, likewise, the band is between
2.8% and 6.8%. The couple of points he would make from a risk perspective, is that there was a big jump from
2012 to 2013 with the Sole Community Hospital (SCH) reimbursement. Margins went up 200 to 250 basis
points, 2% to 2.5%, the margins went up because of getting SCH provider reimbursement, which is $50 million.
To put that in perspective, operating income last year was $91 million. That is an important component NHRMC
has earned, but there is also risk in the environment if someone were able to come in and get approval to have
inpatient beds within a certain distance of the hospital. Secondarily, is the 340B drug discount pricing NHRMC
gets, in part, because of the payer mix it has. That is a very important component and is $40 million and as has
already been heard, $250 million operating costs has been taken out over the past nine years. The gold box at
the bottom of each slide shows the takeaway and the takeaway here is there have been strong operating
margins throughout the past decade, but with meaningful reliance on some key components.
In review of slide 26, Mr. LeMaster noted revenue growth is in line with historical results. The past as
discussed, grew at about 7% compounded and 5.2% is what it works out to over the projection period. In
healthcare today, that's a strong number to grow with that kind of clip and with the different headwinds there
are. NHRMC's past has shown the ability to do that, the growth in the community shows that, and there is a
master facility plan that backs it up. On the margin piece, a decline is going to be shown and then a flattening.
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FEBRUARY 20, 2020 MEETING PAGE 8
The three primary drivers that will show the reason for the drop in operating margin to 3% are 1) already
identified disproportionate share cuts, which is a particular program that was supposed to be instituted about
six months ago; 2) a move for a significant portion of the Medicaid business to Managed Medicaid as there will
be third party managed care providers running the programs, and they're going to take their cut and also some
of the supplemental payments NHRMC receives today, they would capture that revenue; and 3) growth is seen
in Medicare and the Medicare Advantage mix and that's going to continue, so it is less commercial, which pays
generally higher. The 3% margin is still attractive and near the double A category, with the gold standard being
3.2%, and Mr. LeMaster is not saying the bottom is going to fall out. There will be a return to more to normal
or above normal levels. That doesn't take into account some of the risks already discussed of the 340B being
eliminated or SCH going away. The other challenge NHRMC has is it already has 80% market share in the
primary service area, so that is limited. Certificate of Need (CON) has been discussed and if that were repealed,
he thinks from a competitive perspective, the world will change. Again, it's that 3% being shown contingent on
those items continuing to achieve the cost savings. To put in perspective, the $340 million that the
management is saying they are going to take out to try to maintain the margin is a huge number. However,
when looking at it on an annual basis, it is about 1.5% to 2% on average across the period. He thinks every
management team in healthcare in the country is fighting this fight as they have to continue to remove that
expense. It is a big number and the reality is there is risk.
As to what the disproportionate share hospital cuts means, Mr. LeMaster responded it is a funding
mechanism because of the mix of patients that are throughout the system and that is where some incremental
funding around Medicaid is seen that allows for additional dollars. As to what the disproportionate is about,
Mr. LeMaster stated it is basically less reimbursement. Member Coudriet stated right now the hospital gets a
premium because of the mix, meaning a large number of Medicaid patients. The federal government has
eliminated the premium, so it is a straight dollar for dollar reimbursement similar to what a non -
disproportionate hospital would receive and is quantifiable in a certain amount of dollars on an annual basis.
Mr. LeMaster stated the takeaway is continued strong top line growth, there is some decline in margin, but
again, the levels are very attractive overall in the industry, with these risk factors still remaining. In referring to
primary service area, Mr. LeMaster is referring to three counties, Pender, Brunswick and New Hanover.
In review of slide 27, Mr. LeMaster explained the dark blue columns are total revenue, the lighter bar
columns are total operating expense and the lighter blue columns are expense if those cost savings are not
reached that management has identified. The horizontal lines are margin. First on a revenue basis starting from
$1.3 billion to $2.3 billion, that is the 5% compounded growth rate, basically a near doubling again over the
last decade on a top line. That's a strong picture and a lot of his clients are fighting for even minor growth. On
a margin perspective, the blue horizontal is without management changes and cost cuts. If the $350 million
was not taken out, a drop in the margin would be seen from 6.5% down to 3%, and ultimately, would end up
being in a negative zone. Virtually every hospital system his firm works with would show this picture as well,
without those interventions. However, the horizontal darker line drops from 6.5% to 3% and it is assumed it
remains at 3%. While it may be seen as a big drop, it is still on that dotted line ahead of the Al median group.
The projections are saying that revenue is going to be strong, margins are going to be solid while not to the
level of where they had been, but still very solid which is contingent on those continued factors discussed and
continued cost cutting. In response to questions, Mr. LeMaster confirmed most, if not all, hospitals are going
to face this and he thinks everyone is going to fight this fight. Some systems are really building themselves up
to sell services to other systems. For example, NHRMC is doing it today with some of its partners. The bad debt
on that volume is very different from the bad debt of some of its payers, for example. He would not say most
of the systems are banning acute care operations, but they're diversifying in order to find some higher margin,
less reimbursement reliant revenue streams. For example, he has clients who are selling Epic services to other
systems or their own GPO services and they benefit from that as well. Some are investing in technology, some
have venture capital funds, it is all across the board and that is one thing that scale brings, the ability to do
some of that. As to whether any of those systems who doing creative things to diversify away from that type
of revenue, if they have County ownership as their governance, Mr. LeMaster responded that he could not
think of any and many do not have the ability or right to.
As to if the margin being at 3%, contingent upon all of the other factors of 3408, SCH, and others as
well as achieving $340 million in expense reduction over that period and how realistic that is in an organization
the size of NHRMC with its current structure and situation, Mr. LeMaster responded that it is definitely a major
challenge. What his firm finds with many of their clients is there are some areas that are not easy, but less
impactful to direct labor force, for example, but at some point these savings have to come from somewhere
else. 60% of NHRMC's expense is labor. While not directly correlating, but at some point, some of those less
hard areas to achieve these cost savings, the battle just gets more and more difficult. It is a tall task when
thinking about it in terms of $30 million every year, this is a big organization but that's a big number every year
to not just find, but find and execute, and figure out a plan, every year compounding that problem. It is a major
challenge and there are real aspects of this organization that have to be found and their efficiencies. Mr. 011ie
stated one of the questions that might be asked about is why $340 million and why the $30 million. It was
because when the team looked at it, it was found the hospital was not getting a 3% margin. It is not generating
enough cash or revenue to even have chance of fulfilling the capital plan. So that was a plug that says, how
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FEBRUARY 20, 2020 MEETING PAGE 9
much can be done and what can be done to keep it at 3%. It was looked at as $340 million, about $30 million
a year, to challenge themselves. NHRMC has been very fortunate and in the last nine years, management has
taken out $250 million in a lot of different aspects primarily in supply chain, GPL, standardization, utilization,
and some activities across the organization. He does not think $30 million a year has ever been hit, but
operating expenses are going up as well. That is not on the labor dollar right now. It's on the other dollars,
which is the other 40% they are trying to do it on.
In response to questions about the 340B discount being estimated to be $40 million and if it does not
go away, could it be part of the $30 million a year over the projection period, that may have revenue increase
or does there have to be a decrease in addition to it, Mr. LeMaster stated it has been assumed in these numbers
that it continues and that SCH also continues. While those are risk factors, they are being assumed to continue.
Mr. 011ie stated both are outside of NHRMC's control. There have always been discussions about the
elimination of both, which is why they are included as risk factors. There are very few systems with SCH that
get $50 million a year. NHRMC's average income operating margin has been about $65-$70 million, and if the
$15 million were lost, then the hospital is down that amount. Member Papagikos asked if Mr. 011ie could walk
him through the assumptions between the 5.2% growth rate and then the 5.6% expected increase in expenses.
Mr. 011ie responded that he could do that offline. To go back and view five years of historical trends in terms
of what was looked at and how the trends were used to put them in and project forward is a very long
computation, but that's where it came from. Mr. 011ie also confirmed that expenses have been outpacing
revenue and that relationship has not changed, the numbers are just higher. Revenues have been 7%, not 5.2%.
They ramped down to not plan on the same kind of historic growth to be more conservative. Member
Thompson stated in variable costs, basically employment is driving a great deal of that. The raises that were
given to service and support staff and everything were just to get to market. He feels that might as well be
considered fixed costs because it's not going down.
Mr. LeMaster reviewed slide 28 stating the master facility plan is now a $1.9 billion plan. He noted that
his team normalized the last year of it as it basically had in the final year a facility brought on board that actually
would take three years to build. Instead of baking all that into one year, it was spread out over three, so that
lightened the last year. The perspectives on the plan is that it is very comprehensive. Across the country, there
are also not a lot of markets that are growing at this kind of pace. It has to be remembered that there is virtually
no capacity here. There is growth across the market and in the counties, so there are major needs that are
unmet today and the growth is very strong and compounds on itself. The components of the master facility
plan are primary care network, ambulatory care network, community hospital network, and then back to the
main campus. The routine capital is what they call maintenance capital and that could be slightly light because
it is growing at 1.5% per year, but the top line is growing by 5%. That was not adjusted in this review, but there
may be an additional amount there. His team also looked at several other markets where commitments like
this were made and plans pursued. One way his team converted this to look at the capital spending per year
was that there is planning relative to depreciation. When thinking about how this is spent, this is a
comprehensive plan and equates to about 250% of depreciation over that period. While comprehensive, it is
in the range of what is being seen today. Also from the place where NHRMC is starting, again limited capacity,
growth in the market, and the various needs that are here, especially as there are some must haves, it is not
all growth capital. There are other things such as maintenance and replacement which are some big dollars.
In review of slide 29, Mr. LeMaster stated it was thought to be important to look back starting at 2004,
and is very helpful as Moody's allows you to look back in time, and then there are the projections to look
forward. As shown on the graph, capital spending is divided by revenue. It is not a metric looked at every day,
but it provides a sense of spending, and is a good way to look at how it is trending. NHRMC had a major building
campaign and went under a strategic capital campaign. Dollars were different, but it can be seen on the relative
size of the organization they were very big in the 2006 — 2010 timeframe. Between there and now, NHRMC has
definitely reinvested in its organization, but rather than spend big on strategic needs, there has been a
rebuilding of the balance sheet. In looking back in time, at one point there was only 160 days' cash on hand
and now it is 238. The point is that the hospital spent a good bit of this period, and it also had SCH kick in, which
was helpful to strengthen the balance sheet. However, his firm sees systems every 10 years or so that need
major strategic investments, and that is what the hospital is moving into one way or another. A big uptick is
seen in the graph in the next several years and then another wave in the back half of the projection period. As
mentioned earlier, some of the capital when the planning was done is pushed out to make it more digestible
by the BOT and it will be shown how digestible it was. While a comprehensive plan, when his firm looked at
that versus revenue it is not off the charts, but it is very comprehensive and a lot to tackle. Growth is not
achieved by just staying put.
As to how the hospital is able to afford this degree of capital expenditures relative to operating
revenue in 2008 by independently doing that, whereas now trying to spend a relatively less ratio and the only
way to do that is through partnership, Mr. LeMaster stated he thinks part of what was seen coming out of this
is it did stress the organization. It did work out, but there are risks associated with that. Mr. 011ie stated there
was debt capacity on the balance sheet to do it and it was taken to the max. Member Fuller noted the
borrowing was also done at an opportune time on bonds at a very low interest rate.
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FEBRUARY 20, 2020 MEETING PAGE 10
In review of slide 30, Mr. LeMaster explained this is where the two pieces are brought together.
Discussion was held about financial performance and now discussion is about capital. The graph depiction is of
what was discussed earlier about operating cash flow as well as capital expenditures. In this analysis, the cost
of borrowing or investment return was set aside, the core operations looked at, and whether it does or does
not sustain itself. The graph shows operating cash flow and it can be seen there has been a nice excess cash
flow, but is building up as the strategic needs have built up. The challenge is if there are significant capacity
issues and a market that needs to be addressed. Coming into the new cycle, and if you filter in the master
facility plan, a high point is seen being hit. In the earlier slide when it was seen the capital jump up in'20,'21,
and '22, it can be seen taking free cash flow to the neutral position. In the next wave, a significant deficit is
seen and that deficit has to be filled one way or another. Assuming the master facility plan is approached and
executed, a significant delta can be seen in the outer years or second half. The analysis shows the plan
ultimately puts a level of stress on the organization and more analysis will be done on this, but it shows what
needs to be addressed during these periods that has to be filled. Co -Chair Broadhurst asked, to provide clarity
to the earlier point about cash flow, if that does not include the plug figure of $340 million. Mr. LeMaster
responded that it does and Mr. 011ie confirmed it assumes there has been a savings of $340 million. Mr.
LeMaster stated the SCH and 340B drug discounts also have to continue. Some "what ifs" will be shown, but
to get to what is shown on the graph, they have to all continue. Member Thompson stated what is being said
is the biggest point, that's what the BOT has been talking about for multiple years. He does not think it's realistic
that every one of the revenues will last into the future nor is it realistic that they can come up with $340 million.
If any of those revenues go, then they have to come up with much more, which is why ultimately, the group is
here. To the question earlier about rating, Mr. LeMaster stated the higher the rating, the more you can
withstand that. The more risk you have, the less cushion there is to absorb some of those potential changes
and that is the other factor he would add.
In review of slide 31, Mr. LeMaster stated while the master facility plan is comprehensive in terms of
the items flagged by green arrows, there are other elements that may or may not be quantified today that are
not being addressed. Those are things that need to be done in addition, and would be additional capital. For
example, even with the ACO and health plan there has been a lot of work, but if a full scale health plan were
being done, he would think a minimum lives amount is 250,000, maybe 500,000, that would have to be scaled
and invested in at a whole other level.
In review of slide 32, Mr. LeMaster stated the graph shows the typical set of metrics that Moody's is
looking at to determine the rating. What the team did with the first model is show all future needs being funded
with cash. The portion of the graph showing the Moody's rating category medians relates to the colors in the
projected portion of the graph so where gold is good, blue is bad. The main thing to note is that if just using
operating cash flow the focus is on the middle red circle. The days' cash is going from 238 down to 74. The
hospital has a covenant at 90 days' cash and when that is tripped, the organization is in violation of that
covenant so this is a problematic scenario. Again, margin stays at 3% because there's no additional interest in
expense. The good thing is that total debt does roll down (see the red circled areas) and decreases over the
period. The other point he would make is that halfway through this projection period, the gray and blue ratings
kick in, which is not good.
In review of slide 33, Mr. LeMaster stated a second scenario was done to look at this from a different
vantage point of continuing the target to maintain 215 days' cash, which is Moody's 'A' category median. This
scenario was run versus using cash and cash flow to the point of getting down to 215 days and then start using
leverage and borrow to the extent possible. When running all the pieces together, the 215 circled figure stays
the same. The challenges are operating margin, the amount of debt is tripled, and operating margin is going to
decline from what was projected to be 3% down to 1.3%. The gray again kicks in where the leverage gets high,
interest expense gets high and from his firm's modeling this would not end up with a technical covenant
violation. However, the opinion is there would likely be two, possibly more, downgrades. Now, the organization
would be working its way towards being right at the edge or into the Baa category. That is a category to begin
to be concerned about the ability to absorb the unknown. While not ending in a covenant violation, it ends in
a significantly different risk profile. He would say the challenge for this group is there is not an answer at the
end that says yes or no, it's about risk tolerance. The question is, with those unknown factors, are you
comfortable as you move down that rating scale.
As to how the organization remains in the gold when it has a trillion dollars in debt, Mr. Jaeger stated
it just shows what category the organization is in. Double A credits, which tend to be the largest health systems,
have a billion dollars of debt. What has to be kept in mind is also their cash, so those two interplay with each
other. While they may have a billion dollars in debt, they have $3 billion of unrestricted cash. It is gold because
they are in that category, but NHRMC is light on cash. In looking at the cash to debt, it says that NHRMC is in
the triple B category, meaning it needs to have more cash in order to have that much debt. Mr. LeMaster stated
it is not the most important metric because it is kind of odd for saying more debt is better. He thinks there is
basically a scale of bigger is better on some perspectives and this gets pulled into that. This is not the number
one metric that Moody's grades on, which is the amount of debt. Member Thompson stated the hospital's
current financials while it has the rating, if you went by each metric it should not be because of being below
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FEBRUARY 20, 2020 MEETING PAGE 11
the average days' cash right now. Growth is really what gives the hospital the advantage to keep its rating and
this just compounds that problem moving forward. Mr. LeMaster stated the risk can be clearly seen and the
operating margin of 1.3% would be concerning to the rating agencies. While being north of 6% today, debt to
cash flow would be concerning and with those two items particularly, the warning lights are going off.
Discussion was held about when it is acceptable to take a bond downgrade, Mr. Jaeger stated that
comes down to ultimately the BOT's appetite for risk. If there a willingness to take a short term downgrade in
the bonds to invest in the organization for the long term and try to then build that back up, that all comes down
to appetite for risk. There are some organizations that say they will never take it upon a downgrade if they do
not have to and are unwilling to leverage themselves or invest in capital needs in order to do that. Some would
argue that is a very short term view of it and in the long term you are going to burn down in rating anyway
because the needs are not being addressed and growth is not captured. Therefore, the top line of the
organization is not being grown. Member Papagikos noted that after 10 years and $2 billion in capital spending,
there might an expectation to slow down capital spending for some period. As it has been historically seen,
there are building cycles and during that time, you get a more positive cash position and maybe see the bond
rating go back up. Mr. Jaeger responded the other side of that is during that time, when you may be more
vulnerable, what happens is some of those potential risk factors manifest themselves. Now you are at a
vulnerable point, lose $50 million annually because SCH goes away, and $40 million is lost annually because
the 340B goes away. If those happen at a point where the organization cannot take that hit, it could potentially
put itself in a position where, he does not want to say it is as great as default, but its in a very vulnerable
position where there is no margin now to build the balance sheet back up.
As to why ten years ago, why or how the leadership team moved forward with being able to stomach
that kind of risk, Mr. 011ie stated because the credit rating was maintained and it was known where the cash
was going and it was done within those parameters. Over his forty years in this business, he has been in a lot
of different institutions and never has any one of them ever been willing to take a downgrade because of it
putting an organization in a vulnerable position. What you try to do organizationally is keep yourself out of that
box where you are pushed into doing things you do not want to do. As stated earlier, 60% of NHRMC's expense
dollars is labor and when pushed to that level, the easiest quickest place to go to fix it is to go to labor and that
also has ramifications, so you try to stay out of that arena.
Member Gizdic stated the current debt capacity is around $150 - $200 million at the current rating.
While he knows this model is somewhat theoretical, his guess is even if they were willing to take a downgrade
to be double A or triple B, he asked how much debt capacity would that create over and above the $150 to
$200 million. His guess would be it is not even half of what the plan is calling for, so even if they decided to
leverage it and take a downgrade, they are probably not even going to be in a position to finance everything
and will come up short anyway, if that is a reasonable train of thinking. Mr. Jaeger responded that if it was just
isolated to today and the size of the organization today, it could not borrow a billion dollars and stay investment
grade. However, when looking at an 11 -year timeframe of going from a $1.4 billion to a $2.4 billion organization
and along the way, they would be borrowing debt as needed. As such, debt capacity goes up as the organization
stays strong and gets bigger. If everything goes right, meaning none of the threats happen, it achieves the $340
million in cuts and in looking at this it could be said that the organization could stay investment grade. It starts
to tell you that the organization probably could stay in the triple B category, which is two, maybe three,
downgrades from current position. Again, it is the appetite for risk and while it could possibly be reached, it is
going to be with downgrade. As to what the hospital could afford, Mr. LeMaster stated his team has not done
that analysis because their analysis was on the need to fund the master facility plan. Co -Chair Broadhurst stated
that brings it back to the conversation of why the group is here and the exercise would answer the debt
questions, but not answer the strategic plan question. Member Thompson stated it is possibly assuming scaling
down the strategic plan. While not speaking for the BOT, he would say there is no appetite on the BOT to vote
to assume the risk to lower the bond rating. Member Papagikos asked if it could not also answer the question
as to what scale the hospital would need a strategic partner. Mr. LeMaster stated his firm can run that analysis.
Mr. 011ie stated there is an assumption here and the other thing that they cannot lose sight of is that this also
assumes the hospital can use debt to go outside of this county to do what it needed. While he knows that is
another conversation, it is the assumption and when looking at what can be done with debt, only so much can
be done.
Mr. LeMaster noted that while there will be a discussion on threats and gaps, due to the organization
getting SCH in 2013, seven years later it has $350 million more of cash flow and a 50% more margin ($90 million
of operating margin last year and $50 million of it is SCH). What the cash today would have looked like without
it would be half of the days' cash on hand. While being a what if, it did not exist prior to 2013 with the
competitive landscape and the other thing is there is no assumption that there is some dramatic change in
competition. As to who pays the hospital the $50 million from SCH, Mr. 011ie responded the federal
government.
In review of slide 34, Mr. LeMaster stated that in either case, there's pressure on maintaining the $250
million days' cash and it was seen in the colors in those years getting near triple B levels. Again, that does not
PARTNERSHIP ADVISORY GROUP
FEBRUARY 20, 2020 MEETING PAGE 12
include the loss of 3408 and SCH if the expense reductions are not achieved, repeal of CON, and if there are
any other major changes in Medicare and Medicaid beyond what is known today. He thinks the other factor
that probably surprised folks as much in the last two years is the commercial payers and how they have
clamped down in the last two years. While he thought in the last two years Medicare would be the one who
would say it was going for big cuts, it has been the commercial payers. At the end of the day you have to look
at the risk profile, be comfortable with that risk profile, the significant lesser degree of flexibility, and an
inability to absorb any meaningful negative changes.
In review of slide 35, Mr. LeMaster stated if to some degree there are existing gaps and then there are
threats, the existing gaps that have to be filled to achieve the 3% margin discussed earlier, and there is a need
to find $340 million over the period. To fill that gap and maintain a 3% margin, as seen on the chart, the margin
drifts downward, but to keep it at 3%, there's another $137 million required. Another way to look at this whole
picture is today, the two gaps on the left of the graph exist and have to be filled by management initiatives or
from some other means and those two gaps together is $480 million. On top of it, there are the other two
potential threats of the loss of 3408 drug pricing at $360 million and SCH status at $450 million or if both
happened, $800 million. The graph is to quantify the threats and the existing gaps, those are definable today
and what could happen. Mr. Jaeger stated there is $810 million of real potential threats out there over this
projected period, above and in addition to the $480 million that is known right now. As to if the graph, from
an operating perspective, is saying Member Gizdic and his team have to cut $340 million dollars over the next
10 or 11 years plus identify another $132 million in revenue, Mr. LeMaster stated it would be of income. Mr.
Jaeger stated it is if this is to maintain 215 days' cash and 3% margin. If there is a willingness to let the margin
drift down to 1.3%, then there would not be a need for $137 million, but as Mr. LeMaster pointed out the 3%
margin is a key level. Mr. LeMaster stated to maintain the existing credit profile appearance and metrics, both
of the blue items on the graph have to be done and then the green items are the what ifs. Member Thompson
noted that is absolutely the best case scenario and is not sure how attainable $340 million is.
In review of slides 36 and 37, Mr. LeMaster stated over half of the master facility plan is for outside
the County. The analysis to this point, is it assumed borrowing can be as desires and the proceeds used as seen
fit. However, it's not that simple as much of the growth that needs to be addressed is outside the County,
especially in the primary service area. The current debt is issued as special obligations of the County, secured
by a pledge of NHRMC's net revenue. As the County is involved in the issuance of debt, the proceeds cannot
be used outside the County, creating a significant challenge in funding the master facility plan. Secondarily,
there is now the challenge of ownership outside of the County. The way the lease works today, basically
whatever is purchased becomes subject to the lease and owned by the County, any real property, or buildings,
the like etc. The County cannot own properties in other counties without county commissioner approval in
those counties, and it is also subject to change as those county commissions change.
As to whether there is anything that state legislature could do, with the approval of the two or three
counties and the county(ies) explains to the state there is an issue and it needs to be resolved through
legislation, Member Coudriet stated it is doable or you could look at a hospital authority model. In regard to
the current relationship with Pender County and if there was the ability to ask that board to issue debt to build
a hospital in that county, Member Williams stated he thinks this was addressed before, the short answer is no.
It would be funding something that it does not control and committing the future boards to paying the debt.
Pender County does not want to be in the hospital business, it has been out of it for over 20 years, and counties
being in the hospital business is a dying breed and it does not work. Mr. Jaeger stated there would probably
be an issue of being able to pledge the revenues of New Hanover to pay for that debt. Member Coudriet stated
the revenues of the new facility would have to be pledged, so you are already talking about a much higher rate
of interest.
Mr. LeMaster stated that one alternative looked at was potentially using leasing, but it has to be
remembered this is north of $500 million of capital. In those cases a third party develops, owns, and leases to
the hospital a significant portion of its operating assets, which takes it out of control of those assets. In looking
at the market today, there are some real estate investment companies that have done deals with for-profit
hospital companies at capitalization rates of about 7.5%. Mr. Jaeger stated they were very conservative with
the 4.5% in slide 37, because of not wanting that to be indicative of over the next 12 years, can the hospital be
where it is right now. As of last night, an all-time low was hit from an interest rate borrowing perspective in
the fixed rate markets. That means, if the hospital wants to borrow $100 million and have the debt capacity to
do that at an Al, it is going to have 30 -year debt that's below 3%. Mr. LeMaster stated the point he wants to
make is that the delta and cost of borrowing is very large on a leasing, if possible, and there is no control of
your asset, which are two big negatives.
In review of slide 38, Mr. LeMaster stated this portion concerns taxes and was addressed in terms of
the existing gaps and the potential threats and if they had to be filled with property taxes, what would that
mean. Today property taxes are 55.5 cents per $100 of assessed value and every penny of increase is $3.45
million. If management wasn't able to achieve the $340 million cost savings needed and had to fill that hole,
that would be an additional 8.2 cents for 12 years, or a 15% incremental tax rate increase. On the $137 million
PARTNERSHIP ADVISORY GROUP
FEBRUARY 20, 2020 MEETING PAGE 13
to maintain the cash level discussed in the operating margin level, that would be an additional 3.3 cents or 6%
incremental rate. The existing gaps would be just north of a 20% increase. If the other factors occur, it can be
seen on the slide it is much larger and again, that is just for the 2023 period and forward. It would be a 21%
increase in taxes, 11.6 cents if 340B was lost and 26% on the SCH if lost with 14.5 cents. The average household
pays $1,487. If the existing gaps needed to be filled, it would increase to roughly $1,800 and if all the gaps had
to filled, existing and potential, it would virtually double. Member Coudriet stated as a matter of reference, in
this County the average property tax on the average household is at an average value of $267,000 and if your
house is worth said amount it would be this increase. Mr. LeMaster stated the magnitude of it would be a
meaningful burden, whether it is existing gaps and especially with the potential threats.
In review of slide 39, Mr. LeMaster stated the slide is a recap of everything. NHRMC has generated
good margins and good growth. The expectation is the growth continues with some deterioration in margins,
but is still very attractive. There is a need to address or it has to address the robust regional growth and that is
the whole genesis of the master facility plan. It was shown what that does for operating cash flow less capital
and there is a significant stress there. While some of the risks have been quantified, the base models do not
incorporate the risks like CON repeal or other major potential threats identified. He thinks this is most
important at this time period, when there's much greater industry uncertainty. Under the current state, it is
very difficult to also exercise outside the county from a debt or ownership perspective and if taxes were the
alternative, it would be a significant increase.
A brief discussion was held if the market outside of New Hanover County is not addressed, the
potential for someone else to bring a new competitor into the arrangement, and how it is not something that
NHRMC would find beneficial with all the cost stresses that exist. As to if NHRMC lost a CON in the last year,
Members Eckel and Thompson stated that NHRMC has lost a CON for the last 15 years and only won one in
that time. Member Coudriet stated he thinks that is a critical point that even with CON, it is not just guaranteed
that the hospital is the winner of the new authorized capacity by the state. Take out the CON, which is a
regulated allocation, and it's the wild west. Member Gizdic stated that he was correct and this week in Wake
County there was a CON for several operating rooms. All three of the major players, WakeMed, UNC and Duke,
applied for those operating rooms, which are critical to a hospital. None of them were awarded the CON. It
was awarded to a for-profit company. Even with CON, the threat of new competitors and different competitors
in the market is real and the state is awarding those assets to other organizations. If CON was repealed there
is absolutely no restriction on who wants to invest. In looking at our market, the demographics and the growth
in the market, it becomes a very attractive market for investing by for-profit companies that are going to then
only focus on the commercial business and cherry -pick the most profitable services from the most profitable
patient, which is not even factored into these projections and would be devastating. The competitive threat is
real on top of everything else that was just reviewed. In further discussion on CON in terms of how the state
benefits from NHRMC not getting those CONS, Member Gizdic stated in his opinion, the CON agency is making
some of those decisions to justify their existence and are saying they're doing that to get more competition
into the market and that they are not just giving those assets to hospitals. Unfortunately, he does not believe
hospitals and healthcare is a free market scenario when he has to have NHRMC open 24/7 and take everybody
who comes to it, yet the for-profit surgery centers up the road can close at 5:00 p.m. and if you call the
answering machine it says if you have an emergency, go to the NHRMC emergency department.
A brief discussion was held about the reasonableness of the capital expenditure proposed and what
the scale of it is at the end of the ten-year period relative to where NHRMC is now. Mr. LeMaster stated as to
doubling in size, just sheer revenue or cash flow, when thinking about how hospital systems are valued in
transactions and the like, it's either a multiple of revenue or multiple cash flow. Those are the two benchmarks.
He understands what is being searched for is a metric that makes it square away, but he thinks NHRMC is
doubling or more than doubling the enterprise value of the organization during that time. As to when it
translates into "a bit much" of what is desired to be done, Mr. LeMaster stated they have not been through all
the demands study and there was another group that did all of that. Member Thompson stated it is not what
we want to do, it is what the data tells us must be done if we do not want a sicker population absorbing the
emergency department (ED), etc., and there is a desire to treat them in the community and keep them from
being frequent flyers in the ED. The organization will have to just do what it can do, but probably will not be
able to do all of it. Mr. LeMaster stated the best benchmark is multiple depreciation and what his firm has seen
in other situations or what others have committed to, is in that upper half of the range.
CLOSING REMARKS AND ADJOURNMENT
Co -Chair Biehner asked members to review page 19 of the presentation as homework as that is the
page where discussion started about particular KPEs, priorities, etc. An analysis will be run on the debt and a
summary slide of NHRMC will be provided that is similar to the systems/organizations that are in the RFP
response process. Next time, the PAG will be looking at a recap of this meeting and at the strategic outlook of
independence versus major gaps versus the impact of partnerships and those KPEs so that the group can go
into the review process of the RFPs. The next meeting is March 5th and there will also be meetings on March
191h and 26th. Co -Chair Broadhurst stated effort will be made to carve out time during the next meeting for
open discussion. He asked members to go back through the information presented today and if there are any
PARTNERSHIP ADVISORY GROUP
FEBRUARY 20, 2020 MEETING
PAGE 14
questions, they are to be sent in advance to Mr. Buckland for incorporation into the next meeting. As to future
meeting dates, Co -Chair Broadhurst stated the idea was to stay with the first and third Thursdays after April.
He asked Mr. Buckland to provide an updated meeting calendar through May.
There being no further business, Co -Chair Broadhurst adjourned the meeting at 7:58 p.m.
Respectfully submitted,
/Kymberleigh G. Crowell/
Kymberleigh G. Crowell
Clerk to the Board
Please note the above minutes are not a verbatim record of the Partnership Advisory Group meeting. Meeting
materials associated with this meeting are included as attachments to these minutes for reference.
L
Memo
To: Partnership Advisory Group
From: PAG Support Team
Date: February 20, 2020
Re: Interaction with Organizations Responding to RFP
Protecting the integrity of the partnership exploration process is a top priority for NHRMC and
the County. As we move through the proposal stage, we are taking extra steps to help ensure
responding organizations are not engaging in inappropriate conversations about the process
with NHRMC staff and affiliated physicians.
These steps include advising staff who are involved in existing relationships with organizations
to exercise due care not to engage in partnership exploration discussions with any respondent.
We have also reminded each respondent to direct any partnership exploration related questions
to Bryan Burgett at Navigant/Guidehouse.
As with most hospitals and health systems, NHRMC has a number of contracts with other
systems for specific services and programs. Of the confirmed respondents to the RFP, UNC,
Novant and Atrium each have agreements with NHRMC. In its due course of business, NHRMC
may enter into additional common agreements with these or other respondents.
The NHRMC agreements cover (i) a graduate medical education affiliation with UNC and their
coverage of certain pediatric specialty services at NHRMC, (ii) NHRMC staffing cardio clinics at
Novant Brunswick, and (iii) Atrium providing management of and staffing for NHRMC's clinical
practices, and a services agreement through which NHRMC accesses a group purchasing
organization and receives certain consulting services from Atrium.
Each of these arrangements will continue as business as usual through this process, meaning
meetings and discussions in connection with each necessarily will occur from time to time.
Meetings that may involve representatives from any of the respondents and NHRMC's staff,
including its affiliated physicians, will not include any partnership exploration discussion.
However, where standing meetings, such as that of NHRMC's Physician Group Leadership
Council, have a basic PAG update based upon the most recent public information, such updates
can occur as long as any respondent representative in attendance recuses himself or herself
from the meeting for that update. While the updates are limited to public information, we
collectively feel that it is important to exercise due caution and are committed to protecting the
integrity of the process.
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