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Housing Strategies to Improve Employee Recruitment, Retention and Overall Health

Housing Strategies to Improve Employee Recruitment, Retention and Overall Health

As housing costs have continued to skyrocket nationwide, many middle-income hospital and health system team members have found it increasingly difficult to find high-quality and affordable housing options. The lack of available housing has exacerbated the staffing challenges for many hospitals and health systems. This strain has impacted employee recruitment, retention and the overall health and well-being of health care employees.

Hall Render attorney Danielle Bergner discusses various strategies that hospitals and health systems may consider to address housing challenges faced by their team members.

Podcast Participants

Danielle Bergner

Attorney, Hall Render

Moderator: Thanks so much for joining us today. We’ll get started in just about one minute. (silence) Thanks so much for joining us today. We’ll get started in about one minute. All right, well hello and welcome to today’s webinar. Thank you so much for joining us. My name is Julie Senesac and I’m the digital marketing manager here at Hall Render. And I’ll be here in the background answering any questions. Today we’re presenting housing strategies to improve employee recruitment, retention and overall health, presented by Hall Render attorney Danielle Bergner. Just a little housekeeping before we get started. If you have any questions during the presentation, please go ahead and type them into the Q&A box in your Zoom control panel. We will have some time towards the end for questions. Any questions we don’t have time to address today, we’ll make sure to follow up with you via email. Now I’m going to turn things over to our presenter, Danielle Bergner.

Danielle Bergner: Thank you, and thank you everyone for joining today. We have great interest in this topic as I’m gathering from the registrations for the program today, I hope we all find some great information. Let me advance my slide here. First, just a little bit about Hall Render, Hall Render Advisory Services, and myself. I have actually worked in the housing industry for about 17 years now. Most recently here with Hall Render, advising hospitals and health systems nationally on a range of real estate issues, including housing strategies and action plans. Hall Render, and Hall Render Advisory Services, we like to say we focus our services as an extension of your in-house team. We have lawyers and non lawyers who partner to coach and advise our clients through real estate challenges with pragmatic objective and conflict free advice that has earned us the trust of hospital and health system clients nationally.

Danielle Bergner: I’ll start with a brief program overview. We’re really focusing today on housing as it impacts the issue of employee recruitment, retention and overall wellbeing for hospitals and health systems. This is the second in our housing as healthcare series. And we are focusing today specifically on employee housing, because it has become such a critical tipping point issue for so many of our clients around the country. So first we’ll talk a little bit about, what is the problem? Well, how does this dovetail with other staffing challenges that healthcare is facing right now? We’ll talk a little bit about how this is a two-pronged problem, lack of affordable housing versus lack of available housing. Which are two distinct issues that we have to understand at the outset of developing any strategy. And then we’ll finish the program today with a summary of actual strategies that hospitals around the country are using and have been using for quite a period of time now in some cases.

Danielle Bergner: We will focus today on the concept of permanent housing options for employees. I emphasize permanent because there are other temporary housing strategies, some of which I’m sure many of you are familiar with. Things like renting rooms and hotels with surplus capacity, trailer type housing accommodations. Those are topics we will not be covering today. Today’s focus is really on the concept of permanent housing solutions for hospital and healthcare employees. So first, we are, as an industry in a crisis, in a letter written to Congress this month actually, the American Hospital Association states that the workforce challenges facing hospitals are a national emergency that demand immediate attention from all levels of government and workable solutions.

Danielle Bergner: They note that hospitals have seen a decrease of nearly 105,000 employees since February 2020, which has resulted in an increased reliance on contract labor from healthcare travel staffing firms, which of course as many of you know, are charging hospitals exorbitant rates for labor driving up overall expenses at every level. In other words, setting aside housing as a contributing factor, healthcare is in crisis as it pertains to providing adequate levels of critical staffing.

Danielle Bergner: So how does housing contribute to this problem? Here is just a collection of recent headlines. In preparing for this program I searched just the last five months and came up with several dozen headlines specific to the issue of housing contributing to staffing problems for hospital and health systems. Headlines like, housing for hospital workers called a crisis. Florida hospitals say potential staffers cannot find affordable housing. The housing crunch means Montana hospitals cannot find or keep workers. These headlines are just indicative of the geographic range of the problem. This is no longer a market specific issue, this is now a national issue. And increasingly we are seeing hospitals and health systems developing proactive strategies to address the housing shortages in their communities.

Danielle Bergner: So what do we have here? Well, I call it a perfect housing storm with two prongs, lack of available housing and lack of affordable housing. On the available side, the reality is available housing inventory has decreased nationally in most markets. In some cases we’re seeing peak inventory at less than 40% of what it was two years ago. In other words, demand for housing is far outpacing supply. This has been going on for a number of years and what we’re seeing now is the result of underbuilding for the better part of the last decade. The second prong of the perfect housing storm is lack of affordable housing. Housing is considered affordable if it costs less than 30% of a household’s income. So you can see how with constrained supply, escalating material costs, a prolonged period of low mortgage rates, record inflation and other pandemic fueled factors such as remote work and the increase of second homes have created a perfect storm for the current housing market. So we have constrained supply, we have demand that cannot be met, and we have costs that have been increasing dramatically in recent years.

Danielle Bergner: Here I say hospitals are innovating because the problem is unfortunately only getting worse. The graph here is showing the relationship of median home price to household income over the last 20 years. And what you can see here is median home price is far outpacing the increase or I should say, lack of increase in real median household income nationally. And as you can see from the chart, the divide is only growing wider, which means housing is getting less and less affordable for the average American.

Danielle Bergner: I inserted kind of a colorful quote here by Shawn Tester the CEO of Northeastern Vermont Regional Hospital. He says, on the topic specifically of providing housing for hospital employees, he says, “When you’re haying and the baler breaks and there’s a thunderstorm coming, you got to figure out how to fix the baler and get the hay up in the barn.” In other words, when he was asked, why is Northeastern Vermont Regional Hospital getting into the housing business? His response basically is, because we have to. We don’t have a choice anymore. We are unable to recruit and retain employees in our market if we don’t do this.

Danielle Bergner: So transitioning from kind of a general overview of what the problem is, which I know many of you are familiar with. I want to really dig in now and talk specifically about different strategies that hospitals and health systems are using around the country. As an over view, we’ll touch here on the concept of direct benefit programs, a master lease housing model, housing acquisition and development, community land trust partnerships, public housing authority partnerships, and regional housing initiatives. This is by no means an exhaustive list of how hospitals and health systems can or are engaging in solving housing issues in their communities. But I do think it’s representative of a range of strategies that hospitals and health systems may want to consider at the outset of thinking about how they may want come at housing. I do note here, there is no one size fit all approach. A successful housing strategy often involves layering a number of different approaches depending on what the issues are.

Danielle Bergner: So first let’s talk a little bit about direct benefit programs. Employer assisted housing programs have been around for a long time. They have been used in the healthcare and non-healthcare contexts for many years. Basically assistance in an employer housing program can be provided in a number of ways, typically through financial assistance, sometimes in the formal of a down payment grant or a loan and rental subsidies. Sometimes those are forgivable loans, sometimes they’re not. It does require internally at the hospital level, the development of formal policies that address eligibility, repayment and forgiveness terms. And education and credit counseling are also typical components of a direct benefit program focused on housing assistance. One example that I saw recently was in South Carolina where the Beaufort Memorial hospital is offering a $10,000 home buyer assistance program for its employees. Another interesting example that I want to point out, which is not financial assistance per se, but I thought it was a creative tool.

Danielle Bergner: St. Luke’s Health System in Boise recently launched an online portal right on their website that connects hospital employees with area landlords and invites landlords to connect their available units with hospital employees. So it’s a way for the hospital to connect its employees with housing, to connect landlords with hospital employees without necessarily offering a direct financial benefit. Although I do note St. Luke’s also has financial investment in housing strategies as well. And then just a footnote on this concept of direct benefit programs, I think it’s, one of the trends that we are seeing nationally is healthcare clients looking more globally at their suite of employee benefits to include not just housing support but non housing support work. Things like childcare, tuition assistance, mental health programs. So maybe sometimes if a hospital or a healthcare system is thinking about housing, I would also encourage them to think about these other potential options for benefit programs that would enhance the overall wellbeing of employees.

Danielle Bergner: So transitioning now from the direct benefit model, I want to talk a little bit about the master lease model. The basic mechanics of a master lease housing model are this, the hospital master leases homes and apartments, and then subleases them to hospital employees. Often with the assistance of a contracted residential property manager to ensure that all of the various residential regulations are being complied with and so forth. And also because, one of the things we’re keenly aware of is housing is not healthcare’s core business. And so the more that hospitals and health systems can get themselves out of the day to day of leasing and managing residential real estate the better, because it is very difficult to build an internal competency specific to residential rental practices. So here the hospital master leases homes and apartments, subleases them to hospital employees. And then the benefits of this type of model, master leasing housing allows a hospital to better control the inventory that’s available in the market over time.

Danielle Bergner: It ensures to the greatest extent they can that units are available for hospital employees when needed. A master leasing strategy can also be a fast way for hospitals to secure housing inventory. And that is assuming housing inventory is available, which in many markets today that is one of the challenges. I also note on the benefits side that a master lease model can also be very appealing to landlords because it offers a reliable revenue stream. And so what you have here basically is the hospital or the health system serving as a guarantor of sorts to a residential landlord. That is obviously a very valuable benefit to landlords as opposed to underwriting each individual residential lease based on the credit of an individual tenant. The challenges with a master lease model, and I say challenges, but I would say it’s probably better characterized as realities.

Danielle Bergner: The master lease rents can be higher than what hospitals can recoup through subleases, which does require financial subsidy when that’s the case. This is typically the case in very high rent markets. So I note an example down at the bottom, the Vail Health organization has actually master leased many units for the better part of two decades now. And they just recently renewed their master lease at that development and they’re actually expanding their master lease program. And if you think about it, that makes sense.

Danielle Bergner: Vail is a high rent district. It has been for a very long time. And so here, what you have is Vail Health basically subsidizing the rent through this master lease program where they master lease at the market rent, but then ultimately when needed they sublease at more affordable rents to keep the rents affordable for the people that live there. It is in a way, if you think of about it this way, it’s kind of a rent control program that’s achieved through a master lease model. The challenge of course is that in some markets and today, unfortunately, many markets there may be no inventory available to master lease.

Danielle Bergner: The next strategy I want to talk about is what I’ll just call generally housing acquisition and development. This is, I would say a more permanent solution in the sense that the focus of a program like this is really to create more high quality affordable housing units that will be available potentially to hospital and healthcare employees, but also potentially to the wider community depending on the program’s goals and objectives. So increasingly hospitals and health systems are purchasing land for future development for residential purposes. They’re purchasing existing housing units, rehabbing them and helping to finance the construction of new affordable housing units as a strategy to create and support again, permanent housing options. I cite a couple of examples here. One being Atrium Health in the Charlotte area of North Carolina. Atrium has been very active in recent years with a robust DNI and community investment strategy with a heavy focus on housing.

Danielle Bergner: This one example I point out is a partnership that Atrium did with a local nonprofit organization and a developer, which called for the creation of 341 affordable apartments with 20% of the units, quote unquote, set aside for hospital employees. What that means is Atrium basically made a financial contribution to this project and in exchange 20% of these 341 units will have a rental preference attached to them for hospital and health system employees. Another example I notice here is the Martha’s Vineyard Hospital, which recently purchased 26 acres of raw land for future housing development. I pulled this one out as an example because Martha’s Vineyard Hospital is a critical access hospital. Again, in a high rent district, and recently devoted, I think $3 million of their budget specifically to housing issues.

Danielle Bergner: And a lot of the hospital and health system leaders say, “Would we like to ideally put that $3 million to other uses? Yes. But if we don’t put the money to this use, we’re going to increasingly have difficulty recruiting and retaining staff, which means we will not be able to meet our core business objective.” And so I don’t want to say it’s reluctant. I think a lot of organizations are embracing it, but it is a little bit of a curve in terms of healthcare stepping into the housing space and recognizing that, the fact is the market and government have not kept up, they’re not keeping up and they’re probably not going to keep up going forward.

Danielle Bergner: And so I think healthcare is recognizing this is a problem that healthcare has to address for healthcare and we probably can’t lose much time doing it in most markets. I also want to note with housing acquisition and development that what you often have here is a development partner that really does all of the, most of the heavy lifting in terms of the financing and development of the project, the ownership and management. The hospital’s role tends to be more passive, typically financial support, possibly a land donation. And then also the employees set aside component, which is usually what I see hospitals and health systems getting in an arrangement like this.

Danielle Bergner: Another concept to touch on here is, and it’s kind of an outgrowth, I would say, of the acquisition and development model, is models that involve the use of what’s called a community land trust. A community land trust is a legal mechanism, often a nonprofit that ensures the long term affordability of housing. They do this through the recording of deed restrictions, which restrict the long term conveyance and pricing of the property, or in some cases, the community land trust actually retains ownership of the underlying land to accomplish it. The end purpose is the same, which is that the land that the house is on is basically permanently rent restricted or purchase price restricted, creating a long term, again, more permanent solution to an affordable housing problem in a community. I note here a couple of examples. On one end of the spectrum is the Maggie Walker Community Land Trust, which was funded in part by Bon Secours Mercy Health.

Danielle Bergner: This organization is very active. They buy, rehab and sell homes at a reduced price subject to permanent restrictions on resale value. I would characterize this as a community investment strategy. The Maggie Walker Community Land Trust organization is not focused specifically on hospital or healthcare employees, but the work that they do certainly benefits the employees of the health system working in the area. Another example, which is on a much smaller scale would be a hospital partnering with a community land trust on a smaller project, perhaps involving the donation of hospital owned land to the community land trust for development, subject to long term affordability restrictions and potentially a right of first opportunity for hospital employees. Which means that the hospital employees would have a first opportunity to buy those homes at the reduced purchase price before they could go to the open market for sale. This is a more hospital centered strategy, not as much of a, quote unquote, community investment strategy. But again, accomplishing the same thing, which is creating long term permanent affordable housing for hospital and healthcare employees.

Danielle Bergner: The next model I’d like to talk about is the public housing authority partnership model. I use this model because I like to remind people that public housing authorities are really powerful entities. They are governmental entities, often mission aligned with hospitals when it comes to advancing the affordable housing needs of a community. Public housing authorities also possess unique financial resources and often an abundance of knowledge that can be helpful in advancing in affordable housing development. One example I cite here is a recent project in Denver with Denver Health. Here, Denver Health partnered with the Denver Housing Authority to repurpose a surplus hospital administrative building for 110 units of housing. Financial sources for the project included the low income housing tax credit, which was facilitated largely through the public housing authority and a ground lease financing which was provided by the hospital system.

Danielle Bergner: I like this example because it layers a number of different strategies and achieves a number of different objectives. Denver Health here had a surplus building like many hospital systems do around the country. And fortunately this one was well suited to a residential conversion and instead of selling or donating the land outright, here Denver Health structured their land contribution as a ground lease financing. And so ultimately Denver Health will retain the land in perpetuity, but will essentially subject it to a long term ground lease to facilitate the development of these affordable housing units. I thought this was a really creative, a really thoughtful example of some of things that hospitals and health systems are doing around the country. And also a good example of how to leverage the tools that a public housing authority can bring to the table.

Danielle Bergner: And here my last strategy slide is focused on regional housing initiatives. One of the dynamics that we’ve become very in tune with around the country is there’s a very big difference between housing initiatives in urban areas and housing initiatives in rural areas, and rural meaning much less populated areas. And how you approach your housing strategy really depends on whether you are urban or rural. In less populated areas what we see is a successful strategy will often require a regional approach or even a statewide approach, depending on how rural the entire state is to incentivize development of new housing units. Here the challenges are a little different. In an urban area there’s no shortage of buildings. There’s no shortage of developers. There’s no shortage of capital. All of the parties who want to be involved in a housing development project are in place.

Danielle Bergner: In a rural area you don’t have those pieces necessarily in place. There may be no developers willing to come into the area because it’s not worth their time. There may be no contractors willing to mobilize a team to build anything in a rural area because it’s not to scale to make it profitable for them. And so in these types of circumstances, it’s a unique planning exercise because you often need to bring the resources and you often have to get the project to scale to get the right people interested in doing the project. So one really creative example that I’ve come across in recent months is with the Southeastern Colorado housing initiative. This initiative was led by a number of nonprofit economic development agencies in collaboration with the state and with some federal funding, some ARPA funds. And basically in this model, the regional agencies essentially led the RFQ process.

Danielle Bergner: They led the contracting process. They identified a developer. They identified communities, counties, local governments that were willing to participate. Here there was one hospital district participating where they donated land essentially to the economic development agency. The economic development agency contracts with the developer for the construction of the house. And then when the house is done, the hospital district purchases it back from the developer for an agreed upon market price. And so it isn’t the simplest structure, but I will say it was awfully creative. And it really impressed me in terms of how it brought all of these parties together to tackle a housing issue that for many, frankly for decades had kind of plagued the region and they didn’t know what to do. And now they have 63 houses going up over the next six months. And so the good work is getting done. It’s not always easy to do, but there are models out the there that can help hospitals do it.

Danielle Bergner: And then I’ll wrap up here to talk a little bit about how hospitals and health systems may want to approach a housing strategy. At the outset let me say, it can be overwhelming because it’s not part of a hospital’s core business. You’re working with parties and concepts, and ideas that are maybe not particularly familiar to those inside of your organizations. And so, one of the things I recommend when we start working with a hospital on a housing strategy, is I say, “Okay, don’t bite off too much at the outset. Let’s just take this in pieces.” And what we talk about is a phased approach to a housing strategy. Phase one being the establishment of a clear vision, goals and identifying assets for the endeavor. So we start by talking about, well, what are the hospital’s primary goals?

Danielle Bergner: What is the vision for this project? How are we going to make those things measurable? The next part of this phase one process is identifying land, building and financial resources that the hospital can bring to the table. Sometimes this is surplus land. Sometimes this is the acquisition of dilapidated homes around the hospital. Sometimes this is just straight financial assistance. Sometimes the hospital says, we don’t want to donate land. We don’t have land to donate. We don’t really want to rehab houses. What we’d like to do is write a check and we’d like someone else to do these things. And we can work with hospital systems to help them develop those strategies as well. And then the other really important part of the phase one work is identifying stakeholders and partner resources.

Danielle Bergner: It’s very difficult in housing to have a big impact if you are not bringing multiple stakeholders and partners to the table. The other concept I really spend a lot of time thinking about when I look at these projects for our clients is the concept of leverage. I would like our hospital client dollars to be leveraged on a housing project to the greatest extent possible so that the value of that hospital investment is multiplied because we have other stakeholders at the table. Other stakeholders might be governmental agencies, they might be housing agencies, they might be the philanthropic organizations. They might be developers who are bringing a private investment to the table.

Danielle Bergner: And so the goal when I look at these projects is not always, how is the hospital going to solve this problem? What I look at is, how is the hospital’s investment going to leverage the greatest possible impact by bringing other people and other dollars to the table? Phase two then looks like, what I call organizing the team and developing the plan. Engaging those stakeholders, getting their buy-in, and then developing the plan and the program, whether it’s a direct benefits plan and coordinating that with legal or an HR. Or it is a wide scale housing development project and it’s coordinating the development and financial partners. It’s really heavy on organizing the parties to make this happen. And then phase three is implementation. It’s the contracting, it’s the land acquisition, it’s the program implementation. And so I kind of take a little time to go through these phases with clients, because sometimes what I find is people get a little overwhelmed at the magnitude of taking on a housing project. And the reality is you can, reduce it to more bite size pieces if you’re thoughtful about it.

Danielle Bergner: And just a few practical takeaways before we open it up for questions. First, always understand the problem in your market. Just because affordability is a problem in the other county it doesn’t mean that’s the problem in your market. You have to understand, is our problem that we don’t have the inventory? Is our problem that it’s not affordable? Or is it a combination of both? And then recognizing that there is no one size fit all solution, multiple approaches are often needed for a successful overall strategy. And then third, consider a phased approach to make strategy development and program implementation more manageable for your teams. I invite everybody on the program today to stay connected with Hall Render healthcare real estate insights. We publish a podcast. We have a weekly real estate briefing that you can subscribe to and we often publish articles and blogs. In this slide are links to the various resources, which you will receive after the program today. And with that, I’d like to hand it off to Julie.

Moderator: Thanks Danielle. Did we want to take some time to go through any of the questions?

Danielle Bergner: Sure.

Moderator: Okay. We’ve got one here. Are the costs of subsidizing housing costs allowed to be included on cost reports for critical access hospitals?

Danielle Bergner: That’s a great question. The answer is sometimes. That is actually a question we explore with our clients in typically that phase two analysis, where we really start digging into program planning and implementation and how we might be able to structure it to achieve the best possible tax related outcomes. So that’s a great question and the short answer is yes, sometimes.

Moderator: Great. Here’s one asking about experience with tax-exempt bonding finance model, when funding housing projects. Any pros and cons you could share about this model?

Danielle Bergner: Yes, no, that’s also a good question. We do have quite a bit of experience working with tax-exempt bond financing for housing, although that’s typically facilitated through a private sector developer not by a hospital. Not that it can’t be, but again, it really goes to the question of whether the hospital wants to be on the front line of developing, owning, operating the property, or does the hospital prefer to be more in the financing seat by donating land, donating money, donating resources. Pros and cons just generally with tax-exempt bond financing for housing, one you have to have scale. So tax-exempt bond financing is not feasible if you’re building 12 units. Tax-exempt bond financing is feasible if you’re building 200 units. And so bond financing, tax credit financing, these more sophisticated finance vehicles for housing really require projects to be to scale.

Moderator: Great. We’ve got one here. A question about the Atrium example. How does the hospital determine who gets housing? How do you decide who gets the subsidized home? What’s the criteria?

Danielle Bergner: Right. That’s a great question. So here in the Atrium model, which is very similar to a lot of models around the country, Atrium is not in an active role as it pertains to the evaluation of potential tenants. So Atrium basically has a program to refer their employees to these housing opportunities. But once they’ve been referred, the evaluation of that tenant is done by the property management firm that’s overseeing the management of that property. And that’s done to ensure that all of the, for example, fair housing laws and other regulatory requirements applicable to a project are being satisfied. The hospital itself in this case is not doing that itself. They’ve essentially … They refer their employees to the property management firm, the property management firm evaluates those tenants the way they would any other tenant. And then if they qualify, they get the unit and if they don’t, then they may not, even if they are an employee.

Moderator: Great.

Danielle Bergner: That’s a good question.

Moderator: Yeah. As a follow-up to that, someone asked, how do you begin to measure the success of something like this? Is it against like a traveler agency costs?

Danielle Bergner: Yeah. So that’s a really great question. It’s one that gets asked all the time. So in all honesty, I think it’s very difficult to measure it in hard dollars. How do you measure the cost of not attracting and retaining employees? How do you measure the cost of losing employees because they don’t have a place to live? These are hard of things to do. I will say though that one metric could be, with permanent housing that you don’t need as many travelers. So is that a metric that a hospital may want to track if it goes into a housing strategy? Yes.

Danielle Bergner: Are there studies that have been done, longitudinal studies that have been on the financial benefits of housing programs for hospitals? Not really. There’s a really good study that was published a number of years ago in partnership with Bon Secours Mercy actually, where they studied and developed a formula essentially for measuring what they coined the social return on investment, which measures not just financial, but the broader social impact of these programs for hospitals. And that is, I will say a theme that I hear frequently with hospitals that are doing this, that they view it not just as a tomorrow bottom line type of issue, they view it as a larger community investment issue.

Moderator: Great. We’ve got one here. Can you speak to the income tax implications for individual employees who receive hospital subsidized housing?

Danielle Bergner: Yes. That’s a great question. So the short answer is when anyone who receives housing for less than market value is receiving that it’s possible they will have a tax implication. The caveat being, if this is structured as an affordable housing development where the rents are subsidized in a way and the residents are restricted to certain income levels, it’s possible that that income would not have to be recognized. But that is something that has to be thought through as part of the program analysis.

Moderator: Great. That also kind of links to someone who asked, how does this work if the employee quits?

Danielle Bergner: So that goes back to, for example, the direct … So let’s talk about a couple different things there. The direct benefit program, let’s say there was a loan made for somebody to buy a house and that employee quits. That goes back to that issue of having to have programs and policies developed around, when is a loan forgivable? When does it have to be repaid? The short answer is hospitals can set those programs up any way they want to so long as they’re being administered fairly. And so the answer is, it depends on how a benefit program is set up for that. In the context of something like a person renting an apartment who got the apartment on a preferential basis because of their status as an employee, that would be more difficult. So would you be able to evict somebody who’s no longer an employee? I would say that’s very difficult in the rental concept. I think that that issue probably comes more into play when loans have been made by the hospital to the employee to subsidize housing needs.

Moderator: Great. One here. I would love to hear if you have any examples specifically or recommendations for small rural critical access hospitals, in addition to the Martha’s Vineyard examples, specifically those with limited financial resources for their housing work.

Danielle Bergner: Yeah. That’s a good question. So one I mentioned in the program is the Kiowa County Hospital District in Southeastern Colorado. This is a very small hospital, very limited financial resources. They had one piece of land that they could donate for this project, which ultimately made it go. It did involve an investment on their part, it’s not free. But there’s a good example of a very small critical access hospital that without this duplex being built they literally have nowhere for recruits to live.

Moderator: Yeah. Someone asked, how do employees feel about working and living together?

Danielle Bergner: Yeah. So there are things that have worked and things that have not worked in that respect. I think one of the issues that has to be thought through specific to this question is, what does this place feel like when it’s built? So does it feel like employees are living in a dorm? Because that’s a good example of where employees may not like the arrangement, it may not be successful. Or does it truly feel like they’re living independently in a nice apartment building where they are truly living separately? So there are, I would say there’s case studies of things that have worked, things that have not worked. And generally what has not worked are designs that look and feel more like a dorm type of setting as opposed to market rate apartments.

Moderator: That makes sense. We’ve got a few more here. I’ll just go through a couple more and if anyone wants to submit any questions in the Q&A panel, we’ll make sure to get back to you via email after the webinar. So we asked, how are healthcare organizations balancing the housing needs of their employees with those of their patients in terms of their investment of time and resources?

Danielle Bergner: Yeah. So this is why it’s challenging because housing is not healthcare’s core business and there is a balance, and some organizations are large enough that they can absorb a lot of housing capacity in their internal staffs, others are not. And that’s where I will say, that’s a role that we’ve been playing increasingly with some of our clients where we’re kind of filling that gap for them because the core business is healthcare and that is never going to change. Regardless, there is a certain level of staffing support that has to be committed to any housing endeavor. You can’t avoid that. But I do think that selecting and working with the right partners is what makes all the difference.

Moderator: Yeah. Last question here, before we wrap up. We’re wondering if you can touch on eligibility and selection criteria considerations for hospital employees offering housing subsidies, childcare, transportation assistance.

Danielle Bergner: So the answer to that question is, it’s all over the board. It really depends on what the hospital wants to accomplish with it. It depends on what the specific challenges of their employees are. We do have internally some examples of what clients are doing, but it really is, it would be hard for me to summarize one particular set of eligibility selection criteria because they really are all over the board. I will say one common thread tends to be need based. And so there has to be some component to the selection eligibility process that evaluates bonafide need.

Moderator: Great. Well, thank you so much Danielle. This has been really great. And thank you all for joining us today. Just so you know, we will be sending out an email with a link to a recording of today’s presentation, as well as a link to download the slides. If you’re interested in learning any more about any of the topics we’ve discussed today, feel free to reach out directly to Danielle, her email and phone number is on the screen. Or you can always find more information on our website hallrender.com. Thank you as always for joining us and we hope you have a great day.

Danielle Bergner: Thank you.

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Alyssa James

Attorney, Hall Render

Joe Wolfe: Hello, and welcome to Hall Render’s Practical Solutions Podcast and our health care regulatory update. I’m Joe Wolfe and I’m an attorney with Hall Render. We are the largest healthcare focused law firm in the country. Today we’re discussing the impact of recent Medicare Physician Fee Schedule changes on physician compensation plans. I’m the practice group leader for Hall Render’s health regulatory practice group that covers our advocacy, compliance, fraud and abuse and litigation service lines. My practice also focuses on physician compensation issues, and I’ve been working with health systems nationwide on the very issues we’re going to be talking about today. With me, I have Keith Dugger and Alyssa James. Keith, and Alyssa, could you introduce yourself?

Keith Dugger: Sure, absolutely. Joe, thanks for the introduction. My name’s Keith Dugger and I am a shareholder in Hall Render based in the Dallas, Texas office.  Alyssa and I are co-chairs in the fraud abuse service line. We spend a lot of time focusing on issues that have a fraud or abuse impact on healthcare provider relationships.

Alyssa James: Thanks. I’m Alyssa James, a shareholder here in Hall Render’s Indianapolis office. My practice, similar to Keith’s and Joe’s, focuses primarily on fraud and abuse matters, particularly dealing with the Stark Law, Anti-Kickback Statute, and Civil Monetary Penalty beneficiary inducement issues.

Joe Wolfe: Great. Thanks, Keith and Alyssa. Today in a very short podcast we’re intending to talk briefly about the recent changes to the Medicare Physician Fee Schedule and its impact on physician compensation plans. Framing this up, back in 2021 there were several modifications of the Fee Schedule that included several increases in the wRVUs that were allocated to certain common evaluation and management service codes or E&M codes.  For those healthcare leaders listening in you likely know that E&Ms are typically associated with primary care and other office based visits, but these increases impacted several different specialties.

Joe Wolfe: So we saw an increase in the wRVUs associated with certain E&Ms visits, so a bump up. But then on the other side of this due to budget neutrality rules, there was a reduction in the conversion factor that health care organizations receive in reimbursement for physician services. So these changes have had an impact on physician compensation plans, and that’s what we’re here to talk about today. And so let’s just start off with an initial question to Keith and Alyssa, how are these changes to wRVU calculations and conversion factors within the Fee Schedule affecting physician compensation plans?

Keith Dugger: Yeah, thanks Joe. Appreciate it. And I think generally these changes are potentially affecting both the economic viability of certain arrangements and the ability of these arrangements to come within applicable Stark and Anti-Kickback safe harbors and exceptions. As you mentioned for office based providers who do a lot of E&M codes, there is likely to be an increase in revenue associated with their performance of services, but it’s also going to be coupled with an increase in RVUs. And for those practices that use RVUs as a measure of productivity and compensation, the question is going to be, do the increased number of RVUs result in compensation for a physician that outpaces the increase in revenue from that physician’s services

Joe Wolfe: Thanks, Keith. Alyssa, do you have thoughts as well?

Alyssa James: Yes, I think what Keith has described is exactly right. And I think providers, even though this has been in place for a little over a year now or this shift has been occurring for a while, are still struggling with their physician compensation and what to do about it. Looking at the numbers of how the RVU modifications may impact compensation and looking at that in conjunction with the physician contracts to figure out the best path forward and what the options are.

Joe Wolfe: Great. Thanks. I think what Keith and Alyssa are also hitting on is that all physician arrangements need to align with a Stark exception like Keith described. And those exceptions typically require also that the compensation generated is consistent with fair market value, that the arrangement is commercially reasonable and that the compensation model doesn’t take into account the volume of value of referrals. Those three standards are always applicable. And so this issue with the Fee Schedule, it’s critical for healthcare organizations to have a coherent strategy around how they’re going to align with those three standards, regardless of their ultimate approach. I’m going to move on to question two here. What are the two of you seeing in the marketplace with respect to physician group responses to the fee schedule changes? What are you seeing health care organizations do in their response?

Alyssa James: I think the clients that I’ve been working with primarily have stayed on the 2020 fee schedule for 2021. Now for 2022, some folks are continuing on that 2020 fee schedule. I have worked with a couple of clients that are now moving into the 2021 fee schedule for 2022 as a transition year. And then there are some that even if they hadn’t implemented 2021 last year, they’re deciding to rip the band aid off, so to speak, and implement 2022 now going forward. I think it is something where there’s no one size fits all.

Alyssa James: I think it’s very organization dependent and again, what they are or aren’t permitted to do under their physician contracts. If they have to get the physicians to agree via an amendment, obviously that’s a different hurdle than some compensation models where the RVU calculation and conversion factor can be implemented by the employer without that agreement. I haven’t seen a one size fits all. I think it’s something that folks really grappled with in 2021 and are continuing to do so in 2022. Keith, I don’t know if you’ve had any different experiences down there in Dallas or with the clients that you’re working with.

Keith Dugger: I think the experiences are very similar. When the changes to the fee schedule came out in 2021, I think people were really hesitant. You had those changes coupled with unique market circumstances stemming from the pandemic. And I think people, I think entities were a little hesitant to jump too far into it until they could see the impact that these changes had on revenues and compensation. And I also think it’s one of those things that people, although Medicare had been threatening for a while to make changes. I just don’t think people were necessarily prepared.

Keith Dugger: Some clients were in many respects a little bit backed into the corner because their contract did not provide an easy pathway to modification. And so there was a lot of not frozen, but a lot of hesitancy to move forward until they saw what the market was going to do. And as we’ve seen in 2022, there’s been a further modification to the fee schedule. And so I think people are realizing now, entities are realizing now that they need to start to address this and they’ve got to do it in a way that fits within their corporate goals, their organizational goals, but in a way which allows them to maintain the viability of the arrangement.

Joe Wolfe: Thanks, Alyssa and Keith, my observations have been consistent with yours. This a challenging issue. I think the health care organizations that are reacting in the market need to engage the different stakeholders within their organization. They need to bring together a team to model out potential scenarios and determine what the potential strategies might look like if they’re going to continue to freeze or move on the new fee schedule like Alyssa and Keith mentioned. They are going to have to develop perhaps even specialty specific approaches. Maybe they take the same approach for all their physicians or when they actually engage and do the modeling, they might decide that it makes sense to take a bifurcated approach. It’s going to be dependent on that organization’s ultimate strategy.

Joe Wolfe: Keith mentioned the contractual language. I’ve seen that as well. That’s something that needs to be looked at. It’s really important to proactively assess these different strategies and determine the right way forward for the organization. So again, I’ve had consistent observations like what Keith and Alyssa mentioned. I’ll give each of you, Alyssa and Keith, a last opportunity to share what you’re seeing around the adoption of new productivity based , compensation formulas, your observations from working with clients and maybe what other impacts on compensation might you be seeing in the industry. So just some final thoughts from the two of you on these issues.

Keith Dugger: Yeah, absolutely. Well, I think one of the things that there’s a lot of uncertainty about is how  these RVU changes as well as the pandemic related effects impact their ability to assess fair market value. I think everybody in the industry recognizes that all of that together is going to have a significant impact upon survey data. And so while traditionally organizations might look to, just to throw out an example, MGMA or Sullivan Cotter data to say, Hey, we are fair market value – Our compensation structure is fair market value because it fits within this, “75th percentile of MGMA.”

Keith Dugger: Well, Stark has disabused us from thinking, “Hey, it’s automatically fair market value if it fits within that 75th percentile”. And secondly, the data, because of factors related to the pandemic where physicians  might have received their full compensation without meeting full productivity or historical productivity because of the influx of PPP dollars and other ways that providers were made whole. All of this is going to have an impact on the compensation survey data and thus providers are going to be, I think they’re going to be struggling to find a way to confirm that this is fair market value, or to make the best argument. So I think that there’s going to be a need to involve both attorneys and valuation entities in the process to make sure that you are making best argument possible in case that your compensation structure is ever looked at.

Alyssa James: I think that’s right. And I agree, I think there is uncertainty around fair market value and some of the survey data right now. Because of COVID volumes were down but a lot of employers and organizations kept physician compensation as stable as they could (and they were able to do that under the Stark COVID waivers). But I think the end result is that we’ve got some survey data that maybe isn’t the most reliable. And then when you couple that with these RVU changes and other issues going on in the health care space right now, such as reimbursement changes and things like PPP loans and funding and the CARES Act, that all plays into physician compensation for certain organizations. I think it’s a little bit of an unsteady time or an uncertain time.

Alyssa James: I agree with you, Keith, I think now more than ever, it’s important for folks to be reaching out to their legal counsel, as well as any valuation experts they may be working with.  If historically they’ve done those fair market value assessments internally within the organization, now might be a good time to, at least for some of their higher compensated physicians, to reach out to outside experts and really just get some more stable footing given all of the uncertainty in the market right now.

Joe Wolfe: Thanks, Alyssa, and thanks, Keith. And thanks to everyone for listening in. We’re obviously here to help as health care organizations work through these issues, whether it’s providing education or assisting with some of the modeling and strategy and analysis. We’re more than happy to work with you. Thanks to all of you for joining us today. If you’d like to learn about the changes to the Medicare Physician Fee Schedule and its impact on physician compensation, please visit our website at www.hallrender.com or reach out to me, or Alyssa or Keith by email. Please remember the views expressed in this podcast are those of the participants only and do not constitute legal advice. Thanks and have a great day.

Real Estate Year in Review – 2021

2021 Real Estate Year in Review

Join Hall Render attorneys and advisors to hear about the top trends in real estate from the past twelve months.

Podcast Participants

Andrew Dick

Attorney, Hall Render

Danielle Bergner

Attorney, Hall Render

John Marshall

Advisor, Hall Render Advisory Services

Jerimi Ullom

Attorney, Hall Render

Andrew Dick: I am Andrew Dick. I’m an attorney at Hall Render. I lead our firm’s real estate service line, and I’m joined by my colleagues, Danielle Bergner who’s a real estate attorney in our Milwaukee office, John Marshall, who is a consultant through Hall Render advisory services, and Jerimi Ullom who should be on shortly, who is an attorney in our finance service line. And what we thought we would do is provide an overview of some of the macro trends that we’re seeing in healthcare, real estate and cover some of the headlines, cover some regulatory trends, cover financing trends and then cover some housing intervention strategies and trends. And so I’ll kick the presentation off. This is supposed to be an informal style of presentation, so your participants are more than welcome to chime in, ask questions and stop us along the way. We have slides, but most of the slides are high level concepts.

Andrew Dick: So, I’m going to start the presentation then I will hand it off to John and Jerimi to cover some financing trends, and then Danielle will wrap up with some housing trends. So, thanks everyone one for joining us. We know this is a very busy time of year. We appreciate your time and look forward to a lively discussion. So, the past 12 months has been really interesting from a healthcare real estate perspective. There have been an awful lot of activity in a number of different areas, and we’re going to focus on really hospital, hospital type projects, MOBs, ASCs. We’re not going to hit a lot on senior housing. Danielle will talk just a little bit about it, but we’re going to try to cover just level trends. So, a couple of the trends I’ve noticed over the years, over the past 12 months, I should say, are in the area of academic medical center growth, growth in the ambulatory surgery center market, and a number of changes in certificate of need laws that are really driving growth in a couple of states.

Andrew Dick: I’m also going to talk a little bit about telehealth and the impact on healthcare real estate, property tax exemptions, and then government intervention. So, if you look at some of the trends over the past year or so, you will see that most of the major hospital projects around the country are really sponsored by academic medical centers. And if you look at some of the data, just over the past 12 months, it’s really impressive to see the size of the projects and the growth in the academic medical center sector. It’s really, really impressive. And it’s not just in one part of the country, it’s all over the country. In terms of academic medical centers, what do I mean by that? Usually that means a healthcare institution that’s sponsored by a university or a university medical center. And there’s been tremendous growth in that sector primarily because academic medical centers employ most of the specialists in various parts of the country.

Andrew Dick: So, they’re usually based in urban areas, major metropolitan areas, and they have all the specialists that most regional medical centers or rural or critical access hospitals that don’t have the resources, or enough patient volume to employ the specialists. So, I’ve got a picture here of UC San Diego talking about one of their major multi-billion dollar projects. And by the way, the University of California health system, this is just one of their major capital projects going on right now. There’s a number of projects in Irvine that UC has sponsored along with a number of other markets. Here are some trends about the size of these projects. And the reason why they’re noteworthy is just because how big they are. Most of them, when we talk about them, they’re very expensive on a price per square foot basis.

Andrew Dick: And most of these projects are in the billion of dollars to complete, and that have anywhere from a five to 10 year construction timeline. Major projects, phase projects, many of them are mixed use projects. Many of them have a million square feet or pushing a million square feet, and include pretty significant bed tower projects along with outpatient facilities, really all built into one. And so these are the major projects we’ve been tracking over the past really two years, I would say. Other trends, the big news if you’re watching, is the growth in the ambulatory surgery center market. And for many years, some of our hospital clients would dabble in surgery centers either through joint ventures or they would pick up or build a surgery center, but they didn’t really put a lot of emphasis on the surgery services that were offered there primarily because the reimbursement wasn’t there years ago. Fast forward today, more procedures can be performed in a surgery center.

Andrew Dick: There has been tremendous growth in the surgery center industry. What’s really interesting is if you look at the top 10 surgery center owners on this slide, what you see is that number three, we have Optum UnitedHealthcare’s physician practice and surgery center arm, which is very interesting that they have such a big presence in surgery centers, which tells you that that’s the future of healthcare. But what I find to be the most interesting story is, Tenet Healthcare’s push into surgery centers. And Tenet owns USPI, which is the biggest owner operator of surgery centers. And if you’ve watched over the past few years, Tenet has exited the hospital market in a number of parts of the country, for example, South Florida, other areas as well. And what they’ve done is they’ve taken that capital and invested it into surgery centers. And if you look at their financial reports, a significant portion of their revenue is no longer coming from their hospitals, it’s coming from surgery centers. And when you see Tenet Healthcare make such a major shift, that’s something you should pay attention to.

Andrew Dick: This is the most recent story about Tenet USPI acquiring more surgery centers, investing $1.2 billion into this transaction to pick up 92 ASCs. And the pace and the size of some of these transactions has really been phenomenal. So, it’s something that’s worth talking about and worth watching. Other macro trends are changes in the certificate of need laws, which is really driving growth in the hospital industry that we haven’t seen in years past. And if you look at states like Tennessee and Florida, you’ll see pretty significant growth. Tennessee has made some changes to its CON law over the past 12 months, which allow for a little bit more flexibility when you’re trying to make your case for a new hospital project, that’s driving growth. The other significant change in Tennessee CON law is that there’s an exclusion for behavioral healthcare facilities, which means if you’re going to build an inpatient psych hospital in the state of Tennessee, the way that the rules are written now, you would not have to get a certificate of need.

Andrew Dick: So, those are pretty significant changes. But the headline story has been Florida. Florida rolled back at CON with respect to certain hospital projects. And I’ve got an article here that’s dated May 18th, 2021. Believe it or not, that’s a bit dated. That article covers a list of projects that we’re pending as of the date of that article, most of which are hospital expansion projects. And if you look at, as of may, there were something like 20 inpatient rehab hospitals being constructed, 12 new general acute care hospital projects, couple of freestanding EDs, new medical campuses, a behavioral hospital and ortho project. That was as of May. If you fast forward to today, I would bet that that number maybe close to double what it was in May. Almost every major health system in Florida has announced a major new hospital project or a major expansion that’s in the hundreds of millions of dollars.

Andrew Dick: And on this slide, we’ve got a couple of headline stories. Orlando Health announcing a number of big projects, HCA Healthcare just recently announced several new hospital projects. And then Advent Health has been very aggressively growing in the Florida market. It’s remarkable. And I think some of it is because not only the shift in population to the Sunbelt states like Florida, but also there’s been pent up demand in my opinion. If you go down Florida and you visit some of their hospitals, many of them in South Florida in particular are pretty dated. And so with the rollback of the CON law, I think we’re going to see substantial growth over the next five years. So, big headline news, we’re all watching it. But the other takeaway here is that a majority of the projects that were listed as of May, are inpatient rehab hospitals, which is a trend nationally with a couple of the big players building, we call them earths for short, building earths all over the country.

Andrew Dick: Other news. Telehealth, we get a lot of questions about telehealth. There’s been tremendous interest in telehealth from our hospital and healthcare clients all over the country. There’s been tremendous growth in telehealth, but the question I often get is, well, what will happen to the inpatient healthcare facilities or to medical office buildings long term? Is that going to reduce the demand for in-person visits? And the short answer is no, there’s been quite a few studies over the past 18 months talking about demand for telehealth and patient preference. And what you’ll find is if you read those reports, three out of four patients prefer inpatient visits. The only exception is that if you have a follow up visit with your physician, after the initial visit, there are some reports that suggest that follow visits are really ideal for telemedicine. So, keep an eye out for that.

Andrew Dick: The other trend that we’ve noticed, JLL, CBRE and the major healthcare real estate groups have talked about the fact that with telehealth, we expect there will be an amount of demand for medical office space that’s equal to, or in excess of where we’re at today. Really because telehealth requires additional space that’s outfitted for the equipment and designed for clinicians to interact with their patients. Other news, we’re always watching property tax exemptions across the country, because nonprofit healthcare systems enjoy significant financial savings through property tax exemptions. And if those exemptions were to ever to be challenged or to be rolled back, most of the nonprofit clients, their margins, which are often pretty slim to begin with, somewhere around four or 5%, would take a major hit. And most of these clients or health systems, I should say, aren’t really prepared for a challenge to their exemption. But we’ve seen activity in a number of states primary early on the East Coast of late.

Andrew Dick: This is the most recent headline about a Tower Health Hospital where its exemption was denied. When I read the story, I was just shocked at the value of some of these hospital based property tax exemptions. They’re in the hundreds of thousands of dollars, in some cases, they’re valued at a million dollars. And so at any point, those exemptions are challenged or rolled back, the nonprofit healthcare provider has a major liability that it has to deal with that’s usually not budgeted. Other news, really interesting. Again, on the East Coast, for the past two years, there’s been a number of legal battles involving a hospital in New Jersey that’s operated by CarePoint. CarePoint at one point sold off it’s hospital and leased it back, and it’s caused a number of lawsuits challenging whether or not that was a legal transaction. The local community at one point threatened to use imminent domain to try to get control of the hospital assets.

Andrew Dick: And most recently, just a few days ago, there’s a New Jersey state bill that was proposed that would limit how and when the owner of a hospital can evict the operator of a hospital. The bill directly aimed at this CarePoint dispute that’s been going on for some. What’s also interesting is that in one of the neighboring states, Rhode Island, there’s also been the attorney general who’s hit the brakes on a number of transactions that would permit the sale and lease back of hospital facilities in Rhode Island. There are a number of reasons why the attorney general has stopped or tried to stop those transactions. But what we’re finding is that there are a number of private equity groups that come in to try to rescue struggling hospitals. And what they immediately do is separate the operations and the real estate. And in many cases, the private equity groups that own the hospital assets end up setting aggressive rental rates to get aggressive returns.

Andrew Dick: And what happens is the hospital operator sometimes struggles, and then the community gets upset when certain healthcare providers or services aren’t available. So, this is something to keep an eye on. I’ll do a brief regulatory update. A while back, this was a few weeks ago. The public health emergency was extended through January. Why is that significant? Because a number of other laws are tied to the declaration of a public health emergency. For example, those of you who handle stark and kickback compliance issues will know that the stark law waivers in many cases are tied to the declaration of a public health emergency existing. So, what does that mean? That means that for at least the next few weeks we’ll still have the benefit of a number of laws, including the stark law waivers that allow us to be a little bit more creative to deal with struggling tenants, and other issues between hospitals and physicians so long as this declaration exists.

Andrew Dick: And I wouldn’t be surprised if it’s extended again in early 2022. Other updates, we’re always tracking self disclosures under the CMS protocol and the OIG protocol that involve real estate. Here are some recent settlements. I don’t think there’s anything that’s new here other than these self disclosures are consistent with what we’ve seen in the past. Either there’s been a mistake in a leasing arrangement, or someone failed to document something properly and physicians or other referral sources received a benefit. And as a result, the providers decided to self disclose. But some of the settlement numbers are pretty significant here.

Andrew Dick: I show this chart and we update it every year or so. If you’re ever monitoring, where do the self disclosures, like where are the issues that providers are dealing with. This show based on historical data over the past probably eight, nine years, when there is a self-disclosure involving real estate, there was usually a mistake in one of these categories, fair market value, failure to get an agreement signed or failure to put it into writing in general, failure to collect rent. There was some additional space that wasn’t accounted for in some other kind of remuneration. Remuneration, meaning something of value that wasn’t accounted for in the arrangement. Other updates. We’ve been tracking closely the CMS and OSHA vaccine mandates. What’s interesting is, just as those came out and we’re ready to go into effect, a number of complaints were issued and then courts got involved and there was an injunction on the CMS and OSHA mandates.

Andrew Dick: But it’s interesting what we’ve seen. Even after those injunctions had stopped the mandates, there’s been a couple of trends you need to watch here. Some of our health systems in urban areas have started putting into their contracts, a requirement that all vendors comply with a vaccine mandate regardless of whether or not the CMS or OSHA mandates are upheld or permitted to move forward. So, that’s interesting. The other big headline that I didn’t put a picture of the story, but it’s really fascinating. It just came out a couple of days ago. A number of months ago, the major health system said, we’re going to require our employees who be vaccinated. Well, some of the big for profit healthcare providers have just rolled back the mandates. HCA and Tenet are the two big players who have said, we’re having trouble staffing our facilities, so we’re not going to require a vaccine in certain cases. And that just came out in The Wall Street Journal just a few days ago, which is really interesting. Real estate capital trends. I’m going to turn it over to John and Jerimi at this point.

John Marshall: Hey, before we get into any of this, I just would ping the crowd and the audience to see if any of these other experts that are joining the call today have something to opine on relative to telehealth or space utilization trends, or any of the other topics that Andrew covered. This is a good chance for somebody to take a break if you want to ask a question or dig into something you’re experiencing in your respective market or expertise. We’ll move on. This will be pretty quick. I do want to make a couple of notes on Andrew’s slides. As he was talking, I got to admit that I was multitasking a little bit, and I was reading a Becker CFO report email that came out as Andrew was talking. And here’s two things that we’re completely applicable to trends, one of which we didn’t touch on, but I think a lot of people here on the call today are paying close attention to, and that is behavioral health and new behavioral health facilities. In particular, an announcement of SCL and Acadia doing a joint venture project in Colorado.

John Marshall: And then about five minutes after Andrew was done talking about the HCA growth in Florida, there’s a Becker’s article here that says $3 billion investment by HCA into Florida. So, what’s interesting on the whole CON thing, and I’d be interested to hear from others that might be following it in their respective states. Florida’s been lacking for a long time, right? Think about the population growth over the course of years, and really the obsolescence in many cases of some of the hospital campuses and a lot of community hospitals that didn’t have the resources they needed. So, I think that’s going to continue to be an ongoing pressure relief valve, if you will, to get some more and newer facilities accommodated. One thing or I should say three things that they’re all unrelated that are not in the capital transection, before somebody asks. Supply chain issues, inflationary pressures from supply chain issues and labor, and how those three are all interrelated into the delivery of facilities, which we know is a real problem.

John Marshall: I think there’s enough economists out there and enough people that read The Wall Street Journal and other economic related publications that can probably attest nobody knows where that end is in sight. So, we’re not putting that on here just because nobody knows where it’s going, we just know it’s real, right? And so does everybody else who’s trying to deliver facilities these day. All right. So, end of the slide. Historic low interest rate, right? That continues to be a very good positive for people borrowing, whether you are a developer wanting to borrow, or whether you are a hospital. Certainly on the taxable and tax exempt issuance side of the business, there’s never been a more favorable time for hospitals to borrow money.

Jerimi Ullom: John, to your prior point, who knows. But I think most people expect the fed to raise rates next year two or three times. But even though that is expected, rates are down partly due to COVID surge, and new variants and the like. So, stay tuned if rates ever catch up and do in fact start moving up in part to combat inflation. And then secondly related to that, I would say there are two trends. One is we’ve seen a lot more taxable financing than tax exempt in the last year or so. Partly spreads are tight, so there’s not as much benefit to doing a tax exempt deal, but also I think people want to preserve their flexibility for future use of projects in real estate. So, unless it’s something that the health system is really intending to occupy and use, a new patient tower, et cetera, but a lot of these ambulatory facilities and the like, they might change that use down the road, even if they qualify today.

Jerimi Ullom: So, we see a lot more taxable debt these days. And then one thing that we’ve seen at a great deal of are our forward commitments, which never really happened all that much before. There’s a couple other reasons for that. The IRS took away what we’re called advanced refundings on the tax exempt side. But a lot of deals have forward commitments either because they’re trying to synthetically do an advanced refunding or because they’re just anxious about interest rates moving quickly once they start moving. So, a couple thoughts there.

John Marshall: Good thoughts. Thank you. Goes without saying, there’s a continued consolidation amongst both hospital providers and physician groups. Whether it’s a macro consolidation of specialty groups that are PE fueled and creating super groups around the country, or whether it’s just the consolidation amongst hospitals. We don’t see that slowing down and I’d be surprised to hear if somebody does. That sort of consolidation fuels a higher occupancy use by the health system if it’s a health system related consolidation, which is also one of these things that we think could lend a hospital or a health system and take more direct control of its real estate, right? So, you got more of the hospital or health system utilizing its space directly, and you have historically low interest rates that can be done at a taxable level that keep a lot of use flexibility in place. The downside is that valuation are also at a historic high, right? So, there’s a whole bunch of people that are following the capital markets on this call probably, and the cap rate compression on core assets just continues to be pretty amazing.

John Marshall: And I think partially driven by the flood of new capital. Depending on what you’re reading or who you’re getting the information from, we see reports of, I put in here, new capital or nearly $10 billion of new capital announced in the market. It can be anywhere from five to 10 depending on how you’re categorizing that new capital. But it’s PE firms, it’s new REITs, it’s pension fund related money, all seeking to source a more secure investment in the healthcare real estate sector. So, consequently competition for core assets, especially core assets that are majority occupied or leased by a credit entity short supply. So, even though there’s probably some investors or owners that would be interested in selling some of their assets given the extremely high valuation, it’s really hard to replace that. It’s really hard to find the place to redeploy that capital base.

Jerimi Ullom: Yeah. And if you think about what’s going on in the retail and office markets as well, a lot of that money’s looking for a better home. So, we see this in healthcare, and I hear that the cap rates are even more compressed in multifamily. Folks are just looking for alternatives to retail and other segments.

John Marshall: Given some of these confluence of factors, if you’re a hospital and you’re looking to source a third party development solution, you should be seeing historically low rent factors. Sorry, REITs and developers that might be on the call, you’re aware of it as well as everybody else. But in some of the projects, we’ve had an opportunity to assist our clients on, it’s a great time if you want to hire a developer for an extremely low rent factor. Having said that, you also have an opportunity to look to other financial mechanisms that maybe haven’t been as heavily explored in years past. For example, credit tenant lease, CTL structures still have merit for certain types of financings or project delivery solutions. And as several of you on this Zoom call might be aware, we’ve been a favor of the nonprofit foundation, real estate structure as another option for seeking a third party leasing solution.

John Marshall: Andrew, you’re driving next one. And we’ll go over this real quick. If there’s really specific information people would like to explore on how this works, just call me or Jerimi. We’ve spent a lot of time talking through it. Jerimi way more than I have, because he’s got a few years in vetting the model. You essentially have a 501(c)(3) registered owner that’s a foundation. It’s structured as a founding. It’s a charitable entity that serves as the landlord, secures 100% debt financing for a project. Very flexible lease terms from 10, 12, 15 year operating hybrid leases, up to 20, 25, 30 year fully amortizing leases, flexible purchase options during the entirety of the lease term at the debt balance, not at a fair market value equation. So, generally speaking, way more accretive to an underlying tenant that might wish to take control of that asset sooner rather than waiting for the lease-

Jerimi Ullom: John, one thing I’ll jump in there for the health systems and kind of the providers on the call. We’ve seen a lot of the dynamic where the proposals come from the foundation or from the developer, what have you. I think the future trend is really for the health systems to kind of say, here’s what we want, right? Here’s the accounting treatment we want. Here’s the term of lease we want. Here’s the obligations we’re willing to accept. Tell me how you can make that work. Because one of the things we’ve seen is that there’s so much flexibility, particularly in this model that we get into a situation where folks have difficulty picking, right? It’s like the retail store, if they have less variety, sometimes they sell more because it just overwhelms people.

Jerimi Ullom: So, I would say health systems, you guys are in the driver’s seat to design these things both from an accounting standpoint, and a structure, and amortization and length of term. You’re in the position to really design this as much in the way you might design it if you were borrowing directly. So, I think that’ll be something we’ll see more and more of where the health system starts to take control of that and say, here is what we want. Go find the right product or right vehicle to deliver what treatment we’re looking for.

John Marshall: Yeah. Thanks Jerimi. A couple other quick things, just to note. In certain markets or jurisdictions, there’s an opportunity for property tax exemption. That’s not something that we would suggest anybody take as immediate gospel. There are all sorts of regulations around how that gets taken care of. And at the end of the day, assuming it’s a very long term strategic asset for a hospital, there is inherent long term accretive value that’s retained by that sponsoring credit tenant entity.

Jerimi Ullom: And that’s really the overriding factor here. I mean, a lot of folks latch onto property tax exemption, which can provide current savings. That’s wonderful. Where we can get it, we certainly will take it. But people have tended to not pay as much attention to the long term value and rather focus on what’s my rental rate in the next several years. And I understand that from an operating standpoint, but I think folks will start over time to really dig a little deeper and say, okay, the real value in this is, I’m going to pay for this facility once, right? I’m not going to lease it for another 40 years y the time I’m done. I’m going to lease it for an initial term of 15 and maybe get to 2025, and then I’m going to be able to take ownership of it.

Jerimi Ullom: So, I think that long term value will start to overwhelm some of other benefits as people recognize it more. And as I think in the market depending where interest rates go and depending where cap rates go, it might get harder to generate current year savings, even though there’s all of this value created over 20 years for the health system.

John Marshall: Right. Andrew, I think we’re done with that slide.

Jerimi Ullom: Andrew, we could do this in two slides, what took you like 15. So, see how Danielle does.

John Marshall: I do want to raise a question that was brought up by one of our participants and it’s a fair point on just the rising costs associated with construction and labor on delivering projects. There’s an inherent conflict on the risk associated with that and the spreads that developers essentially can achieve to manage those escalating costs. And so while I’m not suggesting that rent should be at historic lows, there is evidence that rent factors, the yield on cost have been at historic lows. Yet there’s also sensitivity to the fact that developers are put in a position where they have to manage supply chain and construction cost escalation risk that has been really challenging. So, there is a creative tension there that I think will probably need to be worked out amongst the tenant and the entities delivering the space.

Danielle Bergner: Thank you, John. Hello everyone. I’m Danielle Bergner, I’m an attorney in Hall Renders real estate group. I’m going to finish out the program today by talking a little bit about another big macro trend We’ve been watching closely in recent years, and that is the entry of healthcare into housing ventures. So, I always start by addressing what is usually a fairly obvious question, which is why are we talking about housing? And the reason is that housing instability is increasingly becoming a growing concern for healthcare. I have an excerpt here, a headline from a recent Georgia Health News article that says, “Housing is a health issue, a big one.” And that’s very true. And whether healthcare, likes it or not, the reality is the lack of safe, decent, affordable housing for populations in need of it are presenting on the doorstep of healthcare every day.

Danielle Bergner: So, what is the role of hospitals in housing? Nationally, healthcare organizations are realizing that traditional medicine and healthcare alone isn’t enough. And so healthcare organizations are entering social interventions and housing being a big one. I think that one of the reasons healthcare systems are gravitating to housing as a social intervention strategy is, it is a particularly accessible and flexible, and I would say tangible way for healthcare systems to make a difference in the communities that they serve. Housing is also a really interesting opportunity for healthcare systems to target specific populations and to achieve different outcomes depending on the needs of a particular community. So, for example, you may adopt one strategy to address homeless populations, a different strategy to address a shortage of housing for senior populations, or as we’re seeing with a number of our clients nationally, financial contributions to support workforce needs for hospital employees in need of affordable housing.

Danielle Bergner: So, I’m showing a graph here that really is intended just to highlight over the last 10 or so years, what’s happened in the housing markets nationally. And the short story is that most of the new construction nationally in the last 10 years, has been in higher rent market rate housing. And so what’s happened is we’ve seen a decline in construction and opening of affordable rents. So, rents under $1,000 a month plus or minus, depending on the market have declined substantially over the last 10 years while construction of higher rent units has actually increased. And so what we see nationally as a trend is a growing gap between the need for affordable units and the availability of affordable units. I would also note that the markets are watching very closely what the COVID 19 pandemic does to this need for affordable housing. Experts generally agree that the pandemic is going to exacerbate housing related strains in most communities nationally.

Danielle Bergner: So, what we’ve been monitoring closely in particular in this last year is an increased ground swell of dialogue and action amongst hospitals and healthcare systems to address housing. At the Health 2021 Conference this year, a number a panel discussion with a number of executives from Cleveland Clinic, UMass and Boston Medical Center talked extensively about why their systems are investing in housing, why they are adopting it as a core social intervention strategy, community benefit strategy, and what they are expecting to see in terms of returns, not just financial, but also social in the communities that they serve.

Danielle Bergner: And I didn’t want to cover just a handful of trends that we’re seeing in terms of strategies that are being adopted by healthcare systems nationally. I call this closing the gap. What is healthcare doing exactly to start closing the gap between the need and the supply for affordable housing? I would say one high level trend that we see nationally is hospital anchored mixed use campus style projects where the hospital or the hospital clinic serves as the anchor for a mixed use development kind of surrounding the hospital campus, or even throughout the campus to a certain extent. One good example of this is Cleveland Clinic has a project underway located adjacent to one of its clinics, where they will have not just housing, but grocery stores to serve what had been historically food deserts, laundry facilities, community centers. So, in other words, the hospital is really using the hospital’s presence in the community to create a community around the hospital to support the needs of the people that they’re serving.

Danielle Bergner: Another high level trend that we’ve been monitoring is the growth of public private partnerships in the area of housing. Another example of this would be Denver Health this year partnered with the Denver Housing Authority to repurpose a surplus hospital administration building for 110 units of affordable housing near the Denver Health Campus. This project leveraged low income housing tax credits. It leveraged the public housing authorities access to project based vouchers, and was partially financed through a ground lease financing from Denver Health. So, Denver Health did not convey fee title to the Denver Housing Authority in this case. Denver Health financed the housing authorities acquisition through a long term ground lease structure that basically served to preserve the real estate very long term for Denver Health, but to facilitate for at least the next probably for more decades, an affordable housing project.

Danielle Bergner: I liked this project too, because it was a creative reuse of a surplus, what was underutilized administrative building for Denver Health. And we know nationally that this is a challenge for health systems, what to do with these surplus buildings. I will say that conversion to housing does not work particularly well for traditional medical hospital facilities, but it can work really well with surplus administrative buildings, just because of the physical characteristics of those types of buildings generally.

John Marshall: Hey, Danielle, you raised an interesting point there real quick, that the potential administrative conversion, and one of the things I’d be interested to hear from the group, maybe it can be just through a chat is how many hospitals or clients that our hospitals are looking at a major reduction of space in their administrative footprint. And my guess is it’s significant based upon a lot of other health systems we’ve talked to in the past year. But that might be something that’s part of a macro trend, Andrew, that we want to pay attention to going forward as to whether or not that administrative reduction actually happens, and then what to do with those buildings and that footprint, right?

Danielle Bergner: That’s right. And I would say it’s a great opportunity for affordable housing because to the extent that health systems can assist in the buy down of the cost of the land through something like land donation or ground lease structures, that can go a long way to closing the gap in a typical affordable housing capital stack. So, that’s why I like this Denver Health project, because it really puts all those pieces together and is a good example of how people can partner in that respect. I do want to address a question that came in in the chat. The question is, do you see these housing projects focusing more on public needs or more on employees of the health system or both? The answer is both. And it really depends on the market. So, in some markets, employee housing is a more acute concern for the health system.

Danielle Bergner: These would be higher rent markets where employees of the health system, moderate income employees of the health system are finding it difficult to secure affordable housing near or at least relatively near their place of employment. That issue is not as acute in markets that are not particularly high rent markets. In lower rent markets, so think upper Midwest to a certain extent over into Pennsylvania, some parts of the East Coast, the true additional rust belt type markets. Here the issue is not as much high rent as it is low income. And so depending on the market, the focus of the intervention might be a little bit different for the health systems. And this is what makes housing such an interesting strategy for health systems is because depending on what the actual needs of the community may be, the health system can tailor a housing intervention, a housing investment to meet exactly the needs of the community or the population that they’re trying to impact.

Danielle Bergner: That’s a great question. Thanks. Another trend, and this question that I just answered touches on it is hospital employee workforce housing. I cite an example here of Atrium Health partnership that included workforce housing for Atrium employees. This particular project included over 340 units of housing with 20% of those units being set aside for Atrium Health employees. Here in this particular market, the issue is a real spike in rents. And so a lot of Atrium employees are finding themselves in need of affordable housing. I would say another significant trend that we are actively monitoring is how hospitals and health systems are partnering with community development financial institutions, or CDFIs to establish funds for housing.

Danielle Bergner: So, some hospitals and health systems have taken what I would call a more passive investment approach in housing, where instead of making direct investment in a particular project or with a specific investor or developer, the health system is actually pooling its funds with a CDFI, which then essentially uses the funds, administers the funds and funnels the money into affordable housing initiatives in the community. I cite an example here, Bon Secours has partnered with Enterprise Community Development for years on housing funds in and around the Bon Secours campus. They’ve together developed over 800 units of affordable housing that serve the community that Bon Secours serves as well.

Danielle Bergner: And that wraps up my housing intervention. There’s one question that came in, Andrew, that I’ll answer here. The question is, has the issue of nonprofit healthcare organization investing in housing for community employees raised concerns around organization’s tax exempt status or the use of tax exempt debt? So, that’s a good question. That is one of the legal and business questions that we always evaluate when we’re looking at these projects with our clients. The short answer is there are ways to structure hospital investment in these project so as to not run a follow of these concerns. But yes, that is absolutely an issue that we look at with every one of these projects.

Jerimi Ullom: And the last part of that question, use of tax exempt debt. I think workforce housing, it’s not rent restricted, it’s not reserved to folks that make a certain level of very median income. My off the top of my head answer is that that’s probably not going to qualify for tax exempt debt. If it’s dedicated the workforce for the organization’s purpose, then maybe it’s charitable, but I think that would be the analysis. That just means maybe you don’t do this with tax compliance, right?

Danielle Bergner: Correct. Correct. And I would say that we didn’t spend a lot of time on it here because this is more of a high level trend discussion, but this is why I still advocate for the low income housing tax credit as still being one of the most efficient ways to finance affordable housing. You can finance affordable housing without the low income housing tax credit, but when you do that, you just have a much larger gap to fill in your capital stack. So, this is the benefit of finding a trusted partner of a hospital or health system finding a trusted tax credit development partner, like a housing authority. Housing authorities are great partners for these projects for hospitals and health systems, because they’re governmental, they tend to have the same alignment of community interests. But there are a lot of other really great low income housing tax credit developers nationally, including a number of nonprofit developers that really have a charitable mission of expanding affordable housing opportunities nationally. So, those are also good partners for hospitals and health systems.

Andrew Dick: Terrific. Thanks, Danielle, and thanks everyone for joining. Okay. Well, thanks again for joining. We do plan to post this discussion on our podcast channel in about a week. And some of you have asked if we would share the slide deck, I will check with my co-presenters and if you’re interested, I will send it to you. Just send me a note here on Zoom or send me an email. I’d also like to say that we just launched a new platform where we will be sending out our monthly healthcare real estate news letter and our weekly update on trends in the industry. If you’d like to be added to that list, let me know and I will add you. Thanks again for participating.

An Interview with Tamia Kramer, AVP of Real Estate, Ardent Health Services

An Interview with Tamia Kramer, AVP of Real Estate, Ardent Health Services

In this interview, Andrew sits down with Tamia Kramer, to talk about her real estate career, building a centralized real estate function for Ardent Health Services and trends in the health care real estate industry.

Podcast Participants

Andrew Dick

Attorney, Hall Render

Tamia Kramer

AVP of Real Estate, Ardent Health Services

Andrew Dick: Hello and welcome to the Healthcare Real Estate Advisor Podcast. I’m Andrew Dick, an attorney with Hall Render, the largest healthcare-focused law firm in the country. Today we’ll be speaking with Tamia Kramer, the associate vice president of real estate at Ardent Health Services. Ardent is a national hospital and healthcare system that’s based in Nashville, Tennessee. We’re going to talk about Tamia’s background, Ardent Health Services and trends in the healthcare real estate industry. Tamia, thanks for joining me.

Tamia Kramer: Thanks for the invite, Andrew.

Andrew Dick: Tamia, before we talk about your role at Ardent, let’s talk about your background and tell us where you’re from and what you wanted to be when you pursued a professional career.

Tamia Kramer: So I’m from a little bit of everywhere. I was a military brat growing up, went to 14 different schools. I went to college in Texas. That’s actually where I lived for the 18 years before I moved to Nashville with Ardent. Went to college at Texas women’s university, and really knew that I was fueled at negotiation and analytical review of information and decided to pursue working within the real estate industry and start as a broker, but ended up taking my career down that path. And so I bring that level of experience to this role at Ardent.

Andrew Dick: Got it. And so when you worked in the commercial real estate industry, talk about your roles. I mean, it’s my understanding you were a commercial broker, you worked for a developer. Tell us a little bit about your experience.

Tamia Kramer: Yeah, so I started out working for an industrial real estate developer and kind of an administrative capacity and that really gave me a snapshot into the industry itself and the ins and outs. And let me begin to hone some of my negotiation and analytical skills. From there, I decided to double down on that career path and become a broker. Got my real estate license working for a local firm in Dallas. And the primary client that I had to start out with was a healthcare client. I actually worked on the corporate headquarters of the former Triad hospitals campus and managed all of their real estate transactions. And then as far as the developer piece of it goes, in addition to the brokerage side of things, I’ve also gotten some experience with build-to-suit type developments related to the expansion of some of those healthcare clients and specifically art and health as well.

Andrew Dick: Got it. And so at what point did you make the transition to Ardent, talk about that transition.

Tamia Kramer: Yeah, so I was working in-house for another healthcare company in 2017. Ardent reached out to me and was interested in centralizing some of their real estate functionality at the corporate office. At the time, the real estate functions were all on a case-by-case basis at the facility level. And so that led to either a lack of visibility or cohesiveness with our strategic plans. And there was a lot of benefit to giving that visibility to the leadership team at the corporate office. So I presented to the executive team, gave them a plan on how exactly we would go about centralizing the department. And at that point, they extended an offer to me. And I took that role in mid-2017.

Andrew Dick: And to me, it sounds like when you presented to the executive team, it was really to build out a real estate department, and so what does that mean? Talk about building out a centralized real estate department within a larger health system. That sounds like a heavy lift.

Tamia Kramer: Yes, very much so it was slow going at first, a little bumpy along the way. The first thing that you have to do in trying to stand up a real estate department that didn’t exist previously is getting your arms around what you currently have, and we had a lot of lease documents, but they weren’t in a centralized location, they were not all electronic. So a large part of what I did to start was just taking inventory of everything that we have and a baseline of where we’re at and then start the process of making sure that each of those agreements is compliant, it’s current, and try to add value wherever you can.

Tamia Kramer: Another function that we work to streamline and centralize is the billing and collection of all of our income leases. So what that means is sending out rent statements to any tenants that lease space from us and then collecting on those funds and reporting those down at the facility level. Previously, the hospitals each managed that locally and at the end of the day, if rent isn’t paid, that is a problem, not just from a business standpoint, but also a compliance standpoint. And so it has helped us to get in front of a lot of those issues, kind of create a standardized process of billing and collections and not letting anything get too far gone before it’s addressed.

Andrew Dick: Got it. And so you’ve been at Ardent for a number of years now and so what are some of the key takeaways? I mean, did you implement like a centralized technology database or how did it work when you started centralizing the real estate function?

Tamia Kramer: Yeah, we did. So we have a web-based platform that we use that holds all of our real estate leases. We are able to pull reports out of that system. We use that same system to build the income tenants, their rent, and any other amounts that are owed under the lease. We’ve created a site selection, an optimization system using various demographics and business intelligence data to help us determine where we want to be and why we want to be there. So that’s added a level of improvement to the locations that we decide to pursue. Rather than taking a wait-and-see approach and trial and error, we’re trying to get it right the first time where we can. So that has significantly helped. In addition, we’ve got a data room of various floor plans, schematics measurements that we have been able to collect over the last four years by engaging a firm, an architectural firm to help us remeasure all of our spaces to ensure that what we’re releasing is in fact accurate.

Andrew Dick: So Tamia, talk about, let’s transition and talk a little bit about strategy. So one of the big issues that healthcare providers face today in the real estate world is whether to own or lease their facilities. How do you approach those decisions and does Ardent have a certain perspective on whether to own or to lease?

Tamia Kramer: So it’s approached at the highest levels, we certainly want the local division leadership and the Ardent leadership to kind of be the driving force behind whether we decide to own or lease something. I will tell you that the historic approach is into lease property. Now that does not mean that we do not own property, we have a healthy amount of both, but we do have a preference to lease. And the reason for that preference is that it doesn’t tie up large capital sums of money in those hard assets that could otherwise be deployed into operational type functionality and also an expansion of our footprint and of our various healthcare activities and market.

Andrew Dick: And so let’s also talk about the impact of COVID, Tamia, so how is the impact of COVID changed the way you’re doing business on behalf of the health system?

Tamia Kramer: So we are always trying to be as smart as possible about the dollars that we spend, but COVID really made us focus even more on that and tried to leverage what we could in order to improve existing terms or close locations in favor of better locations. I’m sure a lot of other healthcare companies have gone through that same exercise. Now we’ve also, from a corporate office standpoint and an administrative space standpoint, we’ve been looking at how to better utilize the space that we have and ways that we can improve efficiencies.

Tamia Kramer: One thing that we have started looking at and we’ve implemented fairly recently is a hybrid type working environment where people are in the office 1, 2, 3 days a week, the rest of the week, they’re working remotely from home. That has enabled us through some creative exercises to potentially reduce our corporate office footprint by over 30%. We’re currently sitting in about 104,000 square feet and it looks as though we may be able to reduce that footprint down to about 75,000, still meet all of our needs, and actually improve efficiencies and collaboration across the board. And in that same approach is being used in each of our local markets as well to evaluate our use of administrative space and how much we in fact actually need.

Andrew Dick: Got it. So Tamia, when we talk about administrative office space, there are often strong feelings on behalf of the employees that use the space. Has there been any pushback from employees that like to have a traditional office, or how have your team members responded to this more hybrid approach?

Tamia Kramer: Before we implemented that, we actually distributed a survey to all of our staff and we asked them to weigh in on what they wanted the corporate office of the future to look like, what was important to them. And at that point, when we deployed the survey, we had already started working remotely for the most part because of COVID, because of all of the lockdowns and the restrictions and we didn’t have a cohesive hybrid working policy developed yet. And we weren’t sure if it was going to continue in the future. So to get a decent baseline of where exactly the future was going to be taking us, we deployed that survey and the survey came back with 73% of the staff wanted to work in some type of hybrid environment. That was pretty telling, only 11% of the respondents came back and said that they wanted to work in the office five days a week, which was, it was a little shocking to everybody that was reviewing the results.

Tamia Kramer: But that told us what we needed to know that with the changes that COVID brought around, we were better serving our employees by giving them a chance to work in the environment that they thrive in, whether that’s in an office without distractions from home or working from home if there aren’t any distractions at home. And so focusing on where someone thrives rather than just having somebody sit at a desk just to sit at a desk, it’s kind of, it’s been a culture change here at Ardent and I can tell you that from my perspective, I’m happier. I think I have a better work-life balance as a result and I think that that is probably the case with a lot of my colleagues. I will tell you that we are planning on doing a secondary survey just to test the waters again and make sure that what everybody thought they wanted, earlier in this year is actually working for them before we start making some long-term space reduction decisions.

Andrew Dick: Yeah, that’s interesting because it seems like each company has a little bit different response to those types of surveys, whereas, in the law firm world where I work, the attorneys always want an office and aren’t as flexible when it comes to giving up an office. But that’s interesting how Ardent approached it and how things are working out. So Tamia, let’s talk a little bit about trends in the industry. What are some of the bigger trends in the healthcare real estate industry that you’re noticing?

Tamia Kramer: So I am noticing more of an ambulatory strategy. That is where access points are at an increase and access points are the goal. People are looking for convenience, they’re looking for things close to their home. They don’t necessarily want to travel to an on-campus large acute care type facility and have to navigate all of the halls there just to get to a run-of-the-mill doctor’s appointment. And so we’re trying to increase those access points across most of our markets.

Tamia Kramer: I am seeing that that is an increasing trend. We’ve partnered with some Ardent care providers that are helping us meet that goal in several of our markets, specifically near Austin and Topeka, and several others. So I trend toward urgent care, I trend towards increased access points and also just making sure that any new developments that are created, they’re using the dollars as best they can. The construction cost is just through the roof right now, which is obviously increasing the cost of any real estate ownership and or leases associated with those developments. So just noticing a little bit more cost-consciousness across the industry as a whole.

Andrew Dick: And what about telehealth? Tamia seems like health systems have had a big increase in demand for telehealth services. Has that changed the way that you and your team operate?

Tamia Kramer: Absolutely. So I would say that we are starting to utilize portions in some of our clinics as a telehealth room, as a place where doctors can go in and have a dedicated area to conduct those telehealth visits. When in person visits aren’t possible, it’s definitely increased our volumes. Now we don’t, it doesn’t necessarily translate to more dollars but if we are able to get access to more patients, then that’s not a bad thing, even if we’re not necessarily seeing them in person, they’re getting the quality care that they need. And they’ll likely be come back to us for more care if they had a quality experience.

Andrew Dick: Yeah. I think that’s what I’m hearing from other providers as well. So talk about your young professionals who are getting started in the healthcare real estate business, what advice would you give to someone who’s new in the business that wants to learn as much as they can? What would you tell them?

Tamia Kramer: So I would say that healthcare real estate is a little bit of a different animal from typical commercial real estate. Mostly in that there are compliance parameters that you have to stay within in order to keep yourself out of trouble. And those don’t necessarily align with the typical, get the best deal for your client approach that you will typically see in commercial real estate. There have actually been some times that I have had to approach a landlord and ask them to increase my rent, because it was not fair market value any longer.

Tamia Kramer: And you typically won’t ever see anybody do that in commercial real estate. It’s get the best deal you can. The reason why we have to be careful with that in healthcare is you cannot give any type of incentive for any referral business. And if, for instance, we’re leasing space from a referral source and we are not paying them at least the fair market value for the rent, or more fair, more money, more than fair market value for the rent, then that could be construed as an incentive to refer. So it, I would say that go into it still with making the best financial deal possible at heart, but understanding that the most important thing to do is to actually stay within those compliance and regulatory bar rails.

Andrew Dick: Yeah, that’s right. I agree with you from, in the healthcare world, the regulatory environment is very different than in the traditional business world. So Tamia, this has been great. Where can the audience learn more about you and Ardent health services?

Tamia Kramer: So you can go on our website at ardenthealth.com. There are several links on that webpage that will navigate you through our health systems and our history where we started at, where we’re going. There’s also a link to careers and different news articles that are available that talk a little bit about what we do and our impact in the community. And I’m on LinkedIn so, I mean, I’m welcome to connect with anybody that wants to know a little bit more about what I do, a little bit about Ardent or just wants to talk about real estate.

Andrew Dick: Great. Well, thanks Tamia, this was a good conversation and thanks to our audience for listening on your Apple or Android device, please subscribe to the podcast and leave feedback for us. We also publish a newsletter called the healthcare real estate advisor to be added the list. Please email me at adick@hallrender.com.

An Interview with Collin Hart, CEO, ERE Healthcare Real Estate Advisors

An Interview with Collin Hart, CEO, ERE Healthcare Real Estate Advisors

In this interview, Andrew Dick sits down with Collin Hart, to talk about his company and trends in the health care real estate industry.

Podcast Participants

Andrew Dick

Attorney, Hall Render

Collin Hart

CEO, ERE Healthcare Real Estate Advisors

Andrew Dick: Hello, and welcome to The Healthcare Real Estate Advisor Podcast. I’m Andrew Dick, an attorney with Hall Render, the largest healthcare-focused law firm in the country. Today we will be speaking with Collin Hart, the CEO and managing director of ERE Healthcare Real Estate Advisors. ERE is a healthcare real estate consulting and brokerage firm.

We’re going to talk about Collin’s background, the company he leads, and trends in the industry. Collin, thanks for joining me.

Collin Hart: Andrew, thanks so much for having me today.

Andrew Dick: You bet. Collin, before we talk about your role at ERE, let’s talk about your background. Tell us where you’re from, where you went to college, and what you aspired to be.

Collin Hart: Sure. I actually happened into the real estate business by chance, but I’ll kind of start at the beginning and give you a little bit of understanding of where I come from.

Collin Hart: So I originally grew up in the Carolinas, and I started my undergraduate degree at NC State University in Raleigh, North Carolina, and I was going for business. But sometime between my sophomore and junior year, I was looking for an internship, and I basically was late in the game. I didn’t have anything lined up for the summer. And I was kind of looking at my options and figured I, I wasn’t sure what I was going to do.

Collin Hart: So I ended up going to a family reunion and I ran into a cousin of mine. And I mentioned to him that I was looking for an internship and he said, “Well, that’s perfect. We’re looking for an intern. We run a real estate business in south Florida. We own a bunch of shopping centers, and we’d love to have you down.”

Collin Hart: So I didn’t have any other options, and I thought this might be a good one. So I decided to move down to Palm Beach Gardens for the month of July. And basically, I was working at his company. It’s a family office. And so during the day I was learning all about property acquisitions, management, leasing, working with tenants, and then in the evenings he was mentoring me.

Collin Hart: And so at the end of that internship, I moved back up to NC State and I’m reflecting on that experience. And I decided that I learned more in that month working with my cousin and be mentored by him than I learned in my first two years of university. And so with that, I decided, hey, I really want to have a career in real estate. And I moved down to Florida to continue school, but also continue working with him.

Collin Hart: And so that’s how I got started. And eventually I moved into an acquisitions role for that company. And so, as I mentioned originally, they were owning shopping centers all over the state of Florida. But we started branching out and looking for other asset types to acquire. And so we got into the single-tenant real estate space. And so, in case you’re not familiar, that’s fast food restaurants, drug stores, gas stations, basically single-tenant net lease properties that you can really own anywhere. And basically, your job as a landlord is to collect rent. Okay?

Collin Hart: And so that allowed us to really open up our box. And so I got into the role of acquisitions, buying these properties all over. So we acquired about a hundred million dollars of real estate all over the country in about 30 different states. And so fast forward, and I got to the point where I realized I was never going to own any of those assets.

Collin Hart: And so I thought, maybe I ought to forge my own path. And so from that point I left the company, and I went to New York and I worked for a private REIT in acquisitions in New York. And so just in the year that I worked in acquisitions, we bought $300 million of real estate all over the country.

Collin Hart: So I’m coming from this private, we’re investing our own money, into working with an entity that’s investing on behalf of others and really needs to get money out the door. So I got a lot of great experience there, but ultimately decided that I was not set up for cold weather. And so I relocated to Southern California.

Collin Hart: And so at that point I had kind of left the principal side of the business, I no longer worked for that REIT. But at the REIT, we acquiring three different types of properties. We were acquiring single-tenant industrial assets, single-tenant retail assets, and then single-tenant medical assets. And that was really my first foray into the medical real estate world.

Collin Hart: And so what I noticed is that the REIT, we were getting the best deals on all the medical real estate. And I think the reason was because there was poor representation, or no representation, on behalf of the owners of those medical properties. And a lot of times we were buying properties from doctors.

Collin Hart: So that was pretty much the advent of the start of our company, ERE Healthcare Real Estate. Where we said, hey, instead of being on the buy-side, I can move to the sell-side, to the advisory side, and fill a gap in the market, helping these folks who really are getting taken advantage of to now represent their best interests, and get the best possible outcome for them on a real estate sale.

Andrew Dick: Got it. So I know you worked for an investment bank as well. At what point did you say, hey, I need to start my own company, I need to forge my own path? And what really prompted that, Collin?

Collin Hart: Sure. Yeah, so thanks for filling in that gap there.

Collin Hart: Yeah, between the private REIT that I worked for and the founding of ERE, I briefly worked for an investment bank. And so, obviously an investment bank focuses on advising business owners on how to monetize their businesses. And so we were in the real estate side of that. And so I was working on a small team, and basically we would help with the real estate when a practice, or hospital, or healthcare organization was being sold.

Collin Hart: And I just didn’t feel like the real estate was the number one focus. Because again, we were just a piece of the investment bank’s business. And so oftentimes the outcomes would be subpar on the real estate because we were trying to get the best possible outcome on the enterprise.

Collin Hart: And so when I saw that conflict of interest, or not the best total or aggregate outcome, I said, hey, let’s focus just on the real estate side of things. And that was really the founding of ERE.

Andrew Dick: Got it. And did you start the business on your own, or did you come over with a partner?

Collin Hart: I started with a partner. Fortunately, I met some really great people working at the bank. And so as part of that, a couple of us left at different, times and ultimately ended up coming together and founding ERE together.

Andrew Dick: Got it. So talk about your typical client. Is it the physician, independent physician? Talk a little bit about the client base.

Collin Hart: Sure. So I would say that we’ve worked with all different types of healthcare organizations. It could be institutional real estate investors, it could be a health system, or it could be the independent physician groups. I would say the majority of our business is in working with those independent physician groups, generally because real estate is maybe the third or fourth tier of their expertise, right?

Collin Hart: Number one, their physicians and providers. Number two, their members of their community, members of their family. Number three, there may be business people and investors. And then number four, perhaps real estate is the focus. So those are the folks who we can work with, where we can add value to their situation. And so that’s where a lot of our business comes from. We’ll certainly advise the health systems and the others, but at the end of the day, we’re able to deliver the most value with the folks who perhaps have the least experience in real estate.

Andrew Dick: Got it. And Collin, talk about where you’re at in the country and markets that you’re serving. Or maybe it’s just nationally.

Collin Hart: Sure, yeah. So we have offices in Southern California and in Texas. And so while we have just those two offices, we’re really focused all over the country. And the reason for that is because it’s not like there’s hundreds of physician-owned medical buildings in any one market. Generally we’re working with the specialty physicians in any one market.

Collin Hart: So that might be gastroenterologists, orthopods, urologists, dermatologists, nephrologists, any of these specialty folks, often who are in a position where they own their practice and then they also own their real estate.

Collin Hart: So we literally travel across the country. I mean, we’re working on transactions now all the way from, let’s say south Florida to Alaska, believe it or not. So this is our first deal in Alaska and we’re really excited to help those folks.

Andrew Dick: That’s great. So talk about the type of services you’re providing. A lot of times we think of brokers who are trying to convince physicians to sell their real estate, or participate in a sale lease back or an UPREIT transaction. What is your role when you’re working with clients, and what is the objective?

Collin Hart: Yeah, that’s a great question and I appreciate that. So I will tell you that we’ve probably told just as many people, that they should not sell their real estate, as those who we’ve told, you really should sell your real estate. And so we really take an advisory approach. While we are a brokerage and we do make money when we sell real estate on behalf of our clients, at the end of the day, we take a long-term perspective on our transactions with our clients.

Collin Hart: And so we generally are not pushing them for a sale. Generally, they reach out to us, or we’ve been in touch with them for many years, and we advise them on certain points in the life cycle of their business that, hey, it might make sense for them to explore a real estate transaction.

Collin Hart: So the services that we offer, to kind of get back to your question, while our primary business is selling real estate, oftentimes on behalf of physicians, there’s a lot more to it, right?

Collin Hart: So you’re an attorney, and I’m assuming you understand the correlation between the strength of the lease and the value of the real estate. Right?

Andrew Dick: Mm-hm (affirmative).

Collin Hart: Right. So that’s where we try to differentiate ourselves as advisors. While we sell real estate, we’re really experts in leases as well. And so we get involved oftentimes in the lease negotiation process. Totally, we can bring aggressive offers, we run a competitive marketing process to generate multiple offers on our client’s real estate when they’re ready to sell it. But there’s a lot of buildup to that, oftentimes over the course of a couple of years.

Collin Hart: And so one of our biggest business segments right now is, we’re working with independent physician groups who are exploring a sale of their practice, let’s say to private equity or some aggregator. And so when they’re going through a transaction like that, if they own their practice and they own their real estate, and they’re selling off their practice but retaining that real estate, there’s going to need to be a new lease executed or negotiated between the new owner of the practice and the original physician to retain the real estate.

Collin Hart: And so we see so often that the physicians are so focused on the practice deal, that they don’t pay attention to the real estate and they negotiate subpar terms. So what we’ve tried to do is create a lot of education surrounding that, and the value of your real estate, and the importance of the lease terms. And so we often come in when a practice is going through a PE deal to help them negotiate that lease. So that whether they decide sell the real estate or not, they have the option.

Andrew Dick: Got it. So talk about some of the areas of expertise. I know you and I have talked about different private equity deals right now, the private equity firms are really aggressive going after certain specialties. And I know that you and your team have developed an area of expertise with ophthalmologist. And talk a little bit about that, Collin.

Collin Hart: Sure. I kind of fell into the world of ophthalmology just by chance, kind of like the same way I got into real estate. And so what ended up happening is, we were working with a couple of ophthalmology practices several years ago, and they were really satisfied with the outcome.

Collin Hart: And so we started getting involved with the different ophthalmology professional organizations, like the trade organizations that really catered to the physicians, the providers.

Collin Hart: And so in going to a couple of those conferences, I noticed that everybody’s talking about private equity and practice operations, but really nobody was talking about real estate. And I didn’t understand that. And so in, corresponding a lot with these different professional organizations, we’re able to create a consultant membership or role for ourselves where we can add value, not only to those individual physician groups that are part of the organization, but also contribute to the knowledge base.

Collin Hart: And ultimately, that’s what we’re about. So for us it’s just about delivering value from a longterm perspective, not only to specific clients but to that industry or specialty.

Andrew Dick: Got it. And so when you’re working with physicians, what are some of the concerns that they raise your. You’re right that in a traditional sale of their practice they’re focused on the economics of the sale of the practice, and the real estate doesn’t always get a lot of attention.

Collin Hart: Right.

Andrew Dick: What type of things are you helping them with? Negotiate the lease term, negotiate the lease rate, the form of the lease, things like that?
Collin Hart: Sure. It’s all of those things plus many more. And so let’s just take the private equity piece out of the equation to start out, right? Let’s just say it’s a traditional sale and leaseback transaction that we’re working on with an independent physician group, just to kind of simplify the discussion.

Collin Hart: And so everybody talks about, hey, we want to get the most money, right? I’ve never heard anybody say I want less money. And so that’s always how the conversations begin, but ultimately it comes down to, what terms are you willing to agree to in order to get to a price like that?

Collin Hart: And so what we’re kind of working against is a lot of brokers, unfortunately, I won’t say advisors, but a lot of brokers in the market kind of lead those discussions, or try to bait some of their perspective clients with the most aggressive pricing possible.

Collin Hart: And so maybe there’s really low cap rates that are available, but hey, is the practice, or are the partners willing to sign up for all the obligations that are necessary to get to something like that?

Collin Hart: So our education process is related to pricing, and certainly we can bring aggressive pricing as part of our marketing process. But it’s helping our practices understand what the implications of a lease are. What are the market terms of a lease? What is the length of lease that helps them optimize the value of the real estate? What is the rental rate that not only is sustainable for their practice, but also is in line with fair market value?

Collin Hart: And so there’s a lot of nuance to that as I’m sure you know, as council, right? And there’s no right answer. But ultimately our goal is to try and balance the short-term objectives of the sale of the real estate, and kind of getting the most proceeds, with the long-term objectives of the practice, which are ultimately sustainability, right?

Collin Hart: We’re not here to put any of our client practices out of business, it’s more about helping them balance those objectives.

Andrew Dick: Got it. So Collin talk about, you’ve been doing this for a while. Talk about how the industry has evolved. I mean, it seems to me that private equity, at least as of late, has been really driving a lot of deal activity. I was just looking at the BOMA MOB agenda for November, private equities prominently displayed. In terms of, that’s a discussion topic.

Collin Hart: Sure.

Andrew Dick: Is that one of the driving forces of the activity, as of the last couple of years? Or what else are you seeing in the industry? I mean, it seems to me that private equity is having a very big impact on the healthcare real estate industry.

Collin Hart: So here’s why I think it’s having a big impact, and there’s changes in real estate, but there’s also changes in the operational side of the business. And the practices, right? Like the delivery of healthcare.

Collin Hart: So on the real estate side, first of all, you’re seeing so much more interest in healthcare real estate because it fared so well during the recession and through the pandemic, right? Rent collections were high and tenants remain in business. And if you look at the investment landscape in the real estate world today, well, retail’s not that appealing of a place to invest, just given everything’s moving online.

Collin Hart: And then let’s say multifamily, which has traditionally been a really attractive investment class, is a little bit less certain because, hey, for the time being, you can’t kick your tenants out if they don’t pay rent. So that leaves a lot of investors looking at, what are the options? And because of the successful track record of healthcare real estate, they say, hey, maybe we should explore this. Right?

Collin Hart: So that’s, I think, why there’s a lot of additional interest and big volume of transactions in our space. Now, on the provider side, and the practice and operations side, I’m not a physician. As I know, you’re not either. And so I can only begin to understand the challenges that they’re having.

Collin Hart: But I think 20, 30, 40 years ago, practicing medicine provided a lot of freedom for the providers. It allowed a lot of creativity, and delivery of care, and running their own business. But what we’re seeing in healthcare, as is the case in many other industries, is there’s a lot of aggregation. And so it makes it challenging for independent practices to continue operating profitably, successfully, with limited risk.

Collin Hart: And so, particularly because there’s so much pressure on costs from all the third party payers and Medicare, I think it makes it even more challenging for independent practices to be sustainable.

Collin Hart: And so what we’re seeing, especially in a post-COVID world is, hey, if I could be part of a bigger organization as an independent provider, whether it be a health system or I’m under the umbrella of some private equity-backed management services organization that gives me negotiating power at a big company, but allows me to operate within the confines of my practice on my own, that might be an appealing idea. And so I think that’s, what’s driving a lot of the trend towards consolidation in the practice side of things.

Collin Hart: And as a result of that, I think that affects healthcare real estate too. Because think about it like this. Andrew, if you own your practice, you probably bought or built your real estate as a way to control the destiny of your practice, right? It’s an investment, but it’s also, the investment part is like secondary. Number one, you just wanted to own your home, let’s say. Right?

Collin Hart: So if you’re selling your practice, and you no longer control the tenancy in your building, it totally changes the dynamic of the real estate investment. And so from that perspective, we’re seeing a lot of folks say, well, the reason I bought or built my real estate was to control the practice, but I don’t control the practice anymore. So why do I own this real estate? And so that’s, at least for us, driving a lot of deal flow.

Andrew Dick: So Collin, one question I thought of is, when we see independent physicians join a larger group or join a roll up under a private equity model, sometimes I’ve seen these independent docs are very entrepreneurial. And sometimes they say, look, I want to give this a shot for a couple of years, but at some point I may want to go back to being an independent, or maybe reserve the right to do that.

Andrew Dick: Does that come up often in discussions with physicians? Meaning, hey, I may want to terminate the lease with the new provider entity, and then go back, have the right to go back to what I was doing. I’ve seen that come up a couple of times, Collin. As some of the independence are so, sometimes they want all the benefits of joining in on a larger group, but sometimes they get frustrated by the bureaucracy.

Collin Hart: Sure, so I agree with you. And I think we’ll see a wave of that in the next five to 10 years. Here’s why. In our client relationships, the folks who are really driving the practice sales and the real estate sales are the previous generation of providers. Those are the entrepreneurial guys that you’re referencing that built up their practice because they wanted to control everything.

Collin Hart: The reason that they’re selling is because they need an exit strategy. They need some way to get the sweat equity out that they built up through those decades of practicing. And so they look to the younger providers who are coming out of school, and we’re seeing a different financial and work profile associated with those folks. They have less money, they expect more, but they also have more debt. And so as a result of that, those incoming providers probably aren’t the best candidate to buy the practice from the senior physicians. And so the senior physicians don’t really have an exit strategy. So private equity or a health system would provide that.

Collin Hart: Now, fast forward five years, the senior physicians who sold are out, and the junior guys are still around. And I think eventually you’ll see this, we want to get away from working for somebody, and we want to go back to independent practice. And so I think eventually that’ll happen. But along with that comes hard work, risk, and entrepreneurship, right?

Collin Hart: And a lot of the generalizations that we’re hearing from our clients who, again, are usually the senior guys are, hey, we don’t see the same mentality in our incoming providers that we had when we started in practice. So it remains to be seen, right? I mean, my crystal ball’s about as hazy as yours.

Andrew Dick: Yeah. I tend to agree with you though, that I predict there will be a wave over the next three, four, five years of some of these docs who have joined in a larger practice, become employed and say, you know what? I kind of want to go back out on my own, or join a smaller group.

Collin Hart: Right.

Andrew Dick: Where I have a little bit more autonomy. So yeah. I agree with you.

Andrew Dick: Collin, switching gears a little bit, where do you see the opportunities in the healthcare real estate industry?

Collin Hart: Sure.

Andrew Dick: A lot of activity, right, over the past two years. It just seems more and more investors coming into the space, where are the opportunities?

Collin Hart: Yeah, I agree with you. I think historically there’s been so much focus on hospital credit, health system credit, corporate credit, right? Whether it be a hospital, or whether it be a national operator like a DaVita or Fresenius, or some of the bigger urgent care chains that are popping up.

Collin Hart: I think that corporate credit has always been something that feels safe, that you can hang your hat on as a real estate investor. But I think the real opportunity lies in understanding some of the smaller credit-worthy tenants, and really getting a better understanding of the operations, and what makes them dominant in particular areas. And that they own the market there for a reason. And they’re independent for a reason.

Collin Hart: And I think that makes for a very compelling investment thesis. And it’s not new, I mean, I’m not coining something and saying, hey, everybody should go focus on this. There are certainly plenty of participants who are focused on that. But I think that’s where a lot of the bigger opportunity is, especially in terms of risk and reward, right? Because if you look at some of those traditionally desirable corporate credit deals, the cap rates or yields on those are really low.

Collin Hart: So if you’re looking for a little bit better risk-reward profile, if you properly underwrite some of these smaller credits, I think there’s some value arbitrage to be had there.

Andrew Dick: Yeah, I agree with you. Collin, what about surgery centers? I don’t know how often you run into physicians that have ownership in a surgery center. There’s been an awful lot of activity in surgery centers over the last year or two.

Collin Hart: Sure.

Andrew Dick: Seems to be that they’re gaining more traction, but there’s also been a lot of new development of surgery centers in certain markets. And what’s your thoughts on that opportunities in that industry?

Collin Hart: Sure. So again, I’m not a provider, so I can’t give you the nitty-gritty in terms of the pros and cons of surgery centers. Here’s what I’ll share with you. Obviously there’s a push to outpatient care. And I think the reasoning for that is for pressure on costs and outpatient care is less expensive to deliver, and therefore the payers want that. That’s number one.

Collin Hart: Number two, I think you’re seeing better outcomes and lower infection rates in an outpatient environment. So not only is it better for cost, it’s better for outcomes, right? So that’s, I think that’s great, and those are things that are achieved in an ASC setting.

Collin Hart: Now from a real estate investment perspective, I would say 75% of the transactions that we work on have some ASC or surgery center component, right? So it’s a big part of what we do.

Collin Hart: And I think there’s always going to be demand for that, especially when we were talking about surveying your different investment opportunities across the real estate spectrum. You can buy retail goods online, certainly everyone’s always going to need a place to live so there’s always an investment thesis for multifamily.

Collin Hart: But the same applies to surgery centers. Which is, hey, you can’t buy procedures on the internet, right? So if someone needs LASIK, or they need to have their cataracts removed, or they need a colonoscopy, or you need a new knee, I mean, we can’t do that via telehealth, right? And so I think that’s the compelling investment thesis behind AFCs is, you need somewhere to do the procedure. So I think that in the long run, that’s where it’s at, as opposed to inpatient care.

Collin Hart: But I think maybe you were alluding to, you’re seeing lots of ASC development, and is that a sustainable model? Is that your question?

Andrew Dick: Yeah, Collin, that’s right. We know that there’s tremendous demand for those facilities, not just on the real estate side, but on the [OPCO 00:27:21] side. And anytime you see big players like Optum jumping into that space and buying up hundreds of surgery centers, you have to take notice.

Andrew Dick: And so I’ve just, I’ve seen a tremendous amount of development activity when we’re looking at trends in the industry. And I just think it’s interesting to watch. I mean, surgery centers have always been out there, but just seems like there’s an awful lot of momentum right now.

Collin Hart: Right.

Andrew Dick: In terms of investors looking for those assets, but also operating providers looking to gain access to new patient populations.

Collin Hart: Yeah, I agree with you. And just to continue on that a little bit, I think part of the consolidation play, be it in practices or in the surgery component, like in an ASC environment, part of the value proposition for folks buying into the enterprise is, hey, if we own more of these operations, we have more negotiating power with the payers. So I think that’s also driving a push into an interest in that space as well.

Andrew Dick: Makes sense. Collin, let’s switch gears.

Collin Hart: Sure.
Andrew Dick: A couple more questions before we wrap up. Last time we spoke, we talked about veterinary clinics. I find those very interesting because they’re also becoming hot right now, from an investor perspective. We’re seeing private equity move into that space as well. What are your thoughts?

Collin Hart: So it’s pretty top-of-mind for us. We just completed a transaction where we sold six veterinary hospitals. And so that was our first engagement in the space, but we learned a lot about it. I think there are a lot of parallels between human health care and veterinary care, but actually you said, hey, private equity is moving into it. Actually, private equity in veterinary care is probably a decade ahead of where it is in human healthcare.

Collin Hart: And so I think if you really study and look at the vet care consolidation, that’s what the future holds for human healthcare as well. And so I think the reason for that earlier consolidation is because there’s obviously less regulation related to the care of animals versus humans, number one.

Collin Hart: But are were some major operators out there in the vet care space. And the trends that we’re seeing in vet care are pretty similar to healthcare in that the consolidation is driven by pricing power, driven by demand for succession planning from those senior founding docs.

Collin Hart: But what’s unique about that care is, in human healthcare we have this third-party payer system. But in veterinary care, do you have a pet or an animal?

Andrew Dick: We did for many years, and I think I know where you’re going.

Collin Hart: Okay.

Andrew Dick: Out-of-pocket private pay.

Collin Hart: Out-of-pocket, yes. So in human healthcare it’s like your insurance company, you pay your deductible, your insurance company foots the bill for the rest. And we don’t necessarily see what happens behind the scenes there as a patient. But for veterinary care, if your dog is sick, you take your dog and you pay for it, cash, that day. And that’s not to say there aren’t some insurance policies for pets, but generally you’re reimbursed directly by the insurance company after you pay the bill.

Collin Hart: And so that’s a pretty interesting value proposition for an owner of a vet practice, because you’re not beholden to these big payers who are putting pressure on your pricing. So I think vet care is a desirable investment segment from that perspective. And obviously, I mean, I know you don’t have a pet now, but the growth in pet ownership has never been greater, especially through COVID.

Collin Hart: And so more people are having pets, and maybe waiting ’til later in life to have a child, right? So they treat their pets like a member of their family, and as such they’re willing to spend money on their health care. So I think it’s a super interesting space, and a lot of parallels to human health care and the real estate surrounding that.

Andrew Dick: Well, I find it interesting as well. Thanks for the insight.

Collin Hart: Sure.

Andrew Dick: Last question. What advice would you give to a young professional getting into the healthcare real estate business?

Collin Hart: I think that’s a great question. And I’ve thought about it a lot, especially as we grow our team. And I think I would take it back to an earlier part of our conversation, where we have a really long-term perspective, and we’re not pushy in terms of transactions, right?

Collin Hart: My business lives and dies by transactions, but we’re not focused on that. We’re focused on delivering value to our clients. And so I think that if you’re new coming into the business, and you can focus on delivering value, whatever capacity or role you have in the business, I think you’ll be successful. It’s all about that long-term perspective, that persistence, and that delivery of value.

Andrew Dick: Got it. Collin, where can our audience learn more about you and your company?

Collin Hart: Sure. So our website is pretty simple, it’s just six letters. It’s ereadv.com. And you can find everything about our team, and our company, and all our contact information on our website.

Andrew Dick: Great. Collin, thanks for joining us today. A great discussion. Thanks to our audience as well, for listening on your Apple or Android device. Please subscribe to our podcast and leave feedback for us.

Andrew Dick: We also publish a newsletter called The Health Care Real Estate Advisor. To be added to the list, please email me at adick@hallrender.com

An Interview with Brannen Edge III, President and CEO, Flagship Healthcare Properties

An Interview with Brannen Edge III, President and CEO, Flagship Healthcare

In this interview, Andrew Dick sits down with Brannen Edge III, to talk about the evolution of Flagship Healthcare Properties and trends in the health care real estate industry.

Podcast Participants

Andrew Dick

Attorney, Hall Render

Brannen Edge III

President, CEO, Flagship Healthcare Properties

Andrew Dick: Hello and welcome to the Healthcare Real Estate Advisor podcast. I’m Andrew Dick, an attorney at Hall Render, the largest healthcare focus law firm in the country. Today, we will be speaking with traded Edge III, the president and chief executive officer of Flagship Healthcare Properties, LLC. Flagship is a privately held real estate company that owns, manages and develops healthcare facilities. We’re going to talk about Brannen’s background, the evolution of the company and trends in the industry. Brannen, thanks for joining me today.

Brannen Edge: Andrew, thanks for inviting me and pleasure to be with you.

Andrew Dick: Terrific. Well Brannen, before we talk about your role as the chief executive officer at Flagship, let’s talk about your background, tell us where you’re from, where you went to college and what you wanted to be.

Brannen Edge: Sure. So, before moving to North Carolina, I was born and raised in Richmond, Virginia. Lived there, my whole childhood went to James Madison University for undergrad, up in Harrisonburg, Virginia, and after graduation initially started out in banking. So, I describe myself as a recovering banker. I had gone to Charlotte for a conference, middle of my time at JMU, the first time I visited Charlotte, and was so impressed with the city. It was a clean city, a growing city, a business-friendly city. So, as I approached graduation, really all of my efforts were focused on how do I find a job in Charlotte? Which is a little unusual, Richmond has a way of bringing its natives back to Richmond, but I wanted to do something a little different and frankly, I really didn’t care what industry it was.

Brannen Edge: I wanted to find some training program that would teach me how to do some something. I found that in BB&T and joined their training program right out of school. It was actually located in Winston Salem, which is about 80 miles from Charlotte. I thought, “All right, that’s close enough. I can do a pit stop in Winston Salem and then find my way to Charlotte,” which is what I did. It was a great pit stop because I met my now wife in Winston and had a great experience with the bank.

Brannen Edge: But after about six years of working with the bank, where I learned a bunch about credit, and operating companies, and service companies, and manufacturing companies and real estate companies, I realized that I didn’t want to be a banker for the rest of my days. A number of my clients that were in the real estate side appeared to be having a lot more fun than I was having in the banking world. So I used that opportunity to go back to business school and spent two years in Chapel Hill, also known as Blue Heaven. Then during that time, is when I found the founder of Flagship and joined forces with Charles Campbell in 2006. So, that’s what I made the shift from the banking world to the healthcare, real estate world.

Andrew Dick: So, talk about that opportunity and how you met Charles and how did you all decide to come together and start your business?

Brannen Edge: Sure, sure. So this business school’s, I guess like many universities and graduate programs are focused on getting you a job, that is from day one. So there I was in the fall of 2005 and newly married, newly resigned from my full-time employment and very much in debt with student loans. I knew where I had come from in terms of being with a public company, a big company in the form of the bank, and an old company, the bank had been around for 150 years. I wanted to do something the exact opposite. I wanted to find a young company that was growing, that entrepreneurial, that was in the real estate and private equity space. So, literally searching online for opportunities, I came across a press release from the early Flagship, Flagship 1.0, which had just launched earlier that year in 2005.

Brannen Edge: So, I reached out cold call to Charles and said, “You don’t know me, and you don’t know that you need to have an intern next summer, but I’m willing to do whatever it is.” So I did, I worked as an intern that summer, between first and second year of business school, and I think I was employee number five or six or something like that at the time. Then continued working with Charles my second year and then joined full-time after graduation. So, that’s how it got started. We were initially, a very small company working with family offices and high net worth individual investors to find real estate opportunities. And in pretty short order, focused exclusively on healthcare, which is how the firm and I got our start in the healthcare business.

Andrew Dick: So Brannen, when we’ve spoken before, you talked about the company evolving and what I’ll call the merger of Brackett and Flagship, talk a little bit about that and how the business really started to grow.

Brannen Edge: Sure. So you’re exactly right, Andrew, that that was the seminal moment for our company, which occurred in 2010. Up until that point, the legacy Flagship was really an investment firm in the real estate world. And in 2008, 2009, we purchased a building from the Brackett company, which was another firm focused on the healthcare, real estate space, also located in Charlotte, whose roots dated back to the mid 1980s. We bought a medical office building for our investors from the Brackett company, but Flagship at the time didn’t have property management skills. It didn’t have leasing and brokerage skills. We didn’t have those resources internally and we were really, really impressed with the platform and the people that the Brackett company employed. So, on the heels of the great financial crisis, we approached the Brackett company and said, “Look, we can probably be a better firm if we’re together, as opposed to separate.” They saw things the same way.

Brannen Edge: So we brought those two companies together initially as a joint venture. Then as I described, the slowest, longest merger and small business history, we integrated those two companies over the next four or five years. At that time I was really … I was not the CEO of the Brackett company, I was not the CEO of legacy Flagship. So, I was tapped as really the neutral party to integrate those two companies together. So, moved from my prior role to become president of what at the time was Brackett Flagship Properties. Then subsequently, we changed the name to Flagship Healthcare Properties. But that moment in 2010 really laid the groundwork for where we are today, which was the decision to be a vertically integrated, full service, healthcare real estate firm. That we made that decision, that how we were going to compete in the industry, how we were going to be able to serve our clients, whether they were tenants, healthcare providers, or investors, was going to be by providing the services that we do today.

Brannen Edge: So property management, maintenance and engineering, asset management, ground up development, acquisitions, investments, full service accounting, all of those services we have under one roof now, so that we are in our buildings every day, building relationships with our tenants and the healthcare providers that we serve. We didn’t want to be in a situation where investors were calling us and saying, “Well, how’s my investment performing?” We’d have to say, “Well, let me go check with the people that are taking care of your building and we’ll get right back to you.” We are the people taking care of your buildings.

Brannen Edge: And so that today is the single biggest differentiator, I think that Flagship has, versus some of the other folks in the industry. We allocate capital and it’s a critical role for us, but it’s only one facet of what we do.

Andrew Dick: So, that was a terrific summary. So Brannen, talk about the company today. So, fast forward today, talk about the size of the company in terms of employees, where your properties are located, where you’re doing business, give us a snapshot of what everything looks like today.

Brannen Edge: Sure, sure. So, the company as we’ve grown over the past 11 years and morphed into that full service provider, our mission, our whole purpose for being, is to provide extraordinary stewardship and outcomes for all we gratefully serve in healthcare real estate. So, that’s a mouthful, but what does that mean? So, we’ve really got three primary constituents and all of them are extremely important and none of them can get the short end of the stick. So, we view our investors, our tenants, and our employees as being critical to success and if we let one of those groups down, or put one of those groups well ahead of the others, there’s going to be problems. So, we work really hard to try to make our company a culture that attracts and retains really good people and we’ve got, I think the best in the business. We’ve got 86 employees now, and those are again, across the spectrum of asset management and property management and leasing and brokerage, and on the investment side, and the ground up development side, and the accounting side.

Brannen Edge: That’s what allows us to deliver excellent service to our tenants. And if we do that, we do that job and we can help meet their needs, they’re more likely to turn to us for their real estate needs. If we can deliver on the tenant side, that allows us to generate attractive returns to our investors and the investors provide the capital that lets us continue to grow and attract and retain employees. So, that virtuous circle is what keeps us going.

Brannen Edge: We are focused geographically on the Southeast and Southern Mid-Atlantic. So we own properties across 10 states right now, and that’s where we deploy our capital, our investors’ capital, is in that Southeast footprint. But when I look at the areas where we have services, we manage a building in Nebraska, not exactly in the Southeast, but that’s where one of our clients went and they asked us if we would help them with buildings that are outside of our footprint. Of course, we will follow our clients just about anywhere, but our focus is on growing our business and brand and services in the Southeast and Southern Mid-Atlantic.

Brannen Edge: The other thing you asked about was the types of properties that we’ve got. We are laser focused on the clinical outpatient healthcare sector. And so what does that mean? Well, one way to describe the properties that we seek to work on, or build, or lease, or manage and maintain, are those buildings where a patient enters the building to receive care from a healthcare provider and they leave without spending the night. So, we are not invested in senior housing facilities, or inpatient rehab hospitals, or skilled nursing, or acute care hospitals. Not that there’s anything wrong with those businesses, but they’re very different from what we are good at and know. So, I like to say, we love having senior housing as neighbor, we just aren’t looking to have them as tenants. We share the same patient population and same demographics, but we’re focused on the outpatient sector. So, that’s predominantly medical office buildings and ambulatory surgery centers.

Andrew Dick: Got it. So, let’s transition a little bit Brannen, and talk about Flagship’s REIT, because I think that is one service line that you offer that’s a little bit different than some of your competitors. There are lots of publicly traded REITs, a lot of investment funds that focus on healthcare assets, but Flagship has its own private REIT. Let’s talk a little bit about that and the evolution of that business, which is pretty interesting, based on what we’ve talked about before.

Brannen Edge: Yeah, yeah. Thank you, Andrew. I’ll describe our process, or journey of getting to the private REIT structure in Flagship Healthcare Trust. It was a journey and we’ve had some iterations along the way. Before 2010, we were doing all of our investments one off. We would do silo investments, we would have capital from a family or a group of high net worth individual investors, and we’d go and purchase or develop an asset, and we managed each of those investments separately. They were all separately capitalized and it worked. It worked well and investors were happy and the projects were profitable and turned out well, but we didn’t have any sort of synergy doing that. I like to say we weren’t managing a portfolio of say, 30 buildings, we were managing one building 30 different times.

Brannen Edge: So, everything had separate accounts, and separate reserves, and separate leasing teams, and separate agreements. So, we weren’t being efficient as a manager and our investors weren’t really getting the diversification because an investor might be in building number one, but not in buildings two through 30. So there really wasn’t that diversification.

Brannen Edge: So, the next iteration for us happened in 2012, when we launched our first closed-end fund. We raised money from accredited investors and from institutional investors. We did our first fund and we did a second … it was a venture with USAA Real Estate Company, but it operated much like a closed-end fund and started raising our third fund. At that time, we took a step back and this was 2016, 2017 and said, “What are we doing?”

Brannen Edge: Our investors were asking us … It was coming time to look at selling our first fund, liquidating that, and our investors almost in unison said, “Please don’t do that. We like the buildings that we’re invested in. We don’t want you to create a tax issue or a reinvestment issue by selling these funds.” We said, “Well, geez, we don’t really want to sell them either. We’re we’re in the business to be long-term owners in real estate and if our business model is to attract and retain the best and brightest in the healthcare real estate industry, how does that align with selling a big portfolio of properties every few years?”

Brannen Edge: Meanwhile, our tenants, the healthcare providers and healthcare systems, they really care about long-term ownership. They don’t want the owners of their property to be short-term holders. They want to know that you’ve got empathy for what they’re doing, that you are going to be taking care of these assets as if you’re going to own them forever. It didn’t really line up with a shorter term investment fund type structure.

Brannen Edge: So we engaged advisors to help us figure out how could we be structured that would create better alignment between our investors, and our tenants, and our employees, and the private REIT structure is what rose to the top. And admittedly, when we were talking about the private REIT structure, we didn’t understand what that meant and familiar with public traded REITs and there’s some excellent ones out there, but we didn’t really want to be public. But we’d heard about public non-traded REITs and those had not a great reputation at the time. It’s gotten better since then but we said, “I don’t know that we want to go down private REIT path.” It was explained to us that said, “Look, the structure as a private REIT is a tax structure.” REITs avoid double taxation, as long as you’re distributing 90% of your taxable income to investors. It looks and feels just like an open-ended fund, but it preserves a great deal of optionality.

Brannen Edge: Meanwhile, being private, we think avoids a lot of the correlation with the public markets. So, we get asked a lot by investors or prospective investors, “Why should I buy a private REIT as opposed to a public REIT?” My response is always, it’s not an either/or. There are some excellent public REITs out there and many that we are fortunate to work for on the management leasing side.

Brannen Edge: What we think we bring to the table is because we are private, we’re not correlated with the public markets. So, for investors who want to have an allocation to healthcare real estate, we think we provide that and maybe provide a better representation of the value of our healthcare real estate assets, as opposed to whatever’s happening from day to day in the stock market. So, it is almost like putting on a tailored suit or a tailored sport coat. When we got to the launch of Flagship Healthcare Trust four years ago, it felt like we were putting on a sport coat that had been tailored, it just fit, and our investors feel the same way. So, we’ve continued to grow and new capital, but just as importantly, attract additional capital from our existing investors who continue to believe in what we’re doing.

Andrew Dick: It’s a great story and I can appreciate why you selected the private REIT structure, right, it’s not subject to the whims of the market. That makes a lot of sense. So, talk about the REIT, number of properties, how much equity you currently have, things like that, that you’re able to share?

Brannen Edge: Sure, sure. Absolutely. So, we are structured as a Reg D private placement. All that means is that our investor base are considered accredited investors. We have about 350 shareholders. A number of those shareholders have been with us for many, many years, even predating the REIT’s launch. When we converted our legacy closed-end funds, all of those investors and the legacy closed-end funds had the option to either cash out of those funds and take their money and go elsewhere, or contribute their interests into launching the REIT. We had 94% of our investors by capital say, “This is exactly the structure that I want.” So when they joined us in the launch of the REIT, back in late 2017, we were about $55 million of equity. Since then, we’ve grown to where we are today, which is right at $250 million of equity, and about $600 million of gross property value. That’s about two million square feet in the REIT across 73 properties, and in 10 states in the Southeast and Southern Mid-Atlantic.

Brannen Edge: That’s in addition to about an equal number of properties and approximately three million square feet of properties that we manage for third party owners. And those are institutional investors, those are public REITs, and those are private individuals, or healthcare practices that want to own their own real estate but don’t want to have the headaches of property management or leasing. So we gladly do those services for others, as well as for our own account.

Andrew Dick: Terrific. I’m assuming that the REIT follows your investment philosophy, that it’s primarily MOBs, outpatient healthcare facilities, ASCs?
Brannen Edge: As exactly right, it’s ASCs and MOBs, are the predominant assets. We have a blend of multi-tenant buildings and single tenant buildings, a number of practices who make the decision in this current environment to lock in attractive pricing on their buildings, but they don’t have any desire to move. We’re doing a number of sale lease pack transactions with practices, both groups that are independent, as well as groups that are affiliated with healthcare systems. An interesting unexpected benefit of our REIT structure is that the vast majority of those sale lease back transactions, the selling groups, if they’re groups of physicians or investors, are electing to UPREIT a portion of their sale into Flagship. So, essentially a seller of a medical office building who chooses to work with Flagship, they can receive cash when they sell us a building, or they can receive operating partnership units in our REIT, and essentially it’s tax deferred in most instances, and it provides diversification for those sellers.

Brannen Edge: So, an investor who owned 100% of one building can UPREIT and all of a sudden, they’ve got that same value spread across a much more diversified portfolio of more than 70 assets. Meanwhile, they’re locking in their current valuation on their building and able to decide on their timeline, when to recognize that taxable gain on their own terms. So, it’s been something that we didn’t expect would be as popular as it has been, but it’s been a major source of our growth as we continue to grow our footprint. But it is all clinical healthcare outpatient. So, ASCs and MOBs are our primary investment targets.

Andrew Dick: Got it. So, let’s transition for a minute and talk about the healthcare real estate industry in general, over the past five, six, seven, eight, years, the asset class has really come into its own and becoming more and more attractive investors of all types. Talk about cap rate compression, trends in the industry. It seems like there’s an awful lot of demand for these assets right now. How does a company like Flagship through its REIT, compete for assets in a market that just seems very hot right now?

Brannen Edge: You’re exactly right. It is overwhelming the amount of capital that is chasing the healthcare real estate industry right now. It’s coming from traditional real estate investors who hadn’t previously been exposed to the healthcare sector. It’s coming from international investors, both individual and sovereign wealth funds. Everybody it seems, wants to get into healthcare real estate. So, the secret is out. Now, when we started in this business, plus or minus 20 years ago, healthcare real estate was really not its own asset class. It was lumped into other asset classes. Was it part of the office market, or was it part of the retail market, or do they just lump it as other? Now, it’s a clearly defined asset class and it’s clearly defined for good reason.

Brannen Edge: Through the great financial crisis, our portfolio and that of most healthcare real estate performed really, really well. And of course, values were impacted across all sectors in the great financial crisis, but we really didn’t see tenants that were handing over their keys and shutting their doors. It was a very resilient asset class. We’ve had bankers that would come and visit with us back during the Great Recession and saying, “Look, the credit folks say I can’t lend to anything unless it’s government backed or it’s healthcare-related or student housing. So what do you have for me?” When you fast forward the movie through the pandemic that we’re going through now with COVID, the portfolio did extremely well. Our tenants were extremely resilient and I describe the industry as it’s now more akin to a consumer staple than it is to something that is voluntary.

Brannen Edge: Americans want and demand and deserve healthcare and a pandemic’s not going to get in the way of receiving care. So, it was really impressive to see how these healthcare providers adapted to the global pandemic, whether it was changing the way they were having patients wait for care or alternating how they were seeing patients. But what didn’t happen was stopping seeing patients. Telemedicine had a big boon and folks wondered, “Is this going to replace the need for medical office buildings?” The answer was a resounding no. It became an additional avenue for providing care to patients but it was an additional outlet, it wasn’t a replacement.

Brannen Edge: So we saw a surge in telemedicine, but not one that overtook or replaced inpatient face-to-face visits. It’s interesting, we are really agnostic at Flagship of whether we’re buying on campus buildings or off campus buildings. We’re seeing really a proliferation of off campus buildings as healthcare providers recognize the three Cs in healthcare, of care, convenience, and cost. It is much more convenient and able to be delivered at a much lower cost when you have outpatient settings. So, I think last year, there were 60 plus million surgeries that were done in the US and over 60% of them were done in an outpatient surgery center environment.

Brannen Edge: So, 20 years ago you would be going to the hospital campus and having your knee procedure, or your wrist procedure done inpatient and on the campus, today, it’s generally not happening that way. Medicare and Medicaid are increasingly approving, and even requiring some of these procedures to be done in an outpatient setting, which is really good for both the providers and for the patient. So, that’s going to continue to grow and that’s why we’re laser focused on that outpatient setting.

Andrew Dick: Yep and I would add, through the pandemic, we saw that patients were hesitant to go to a hospital campus for fear of picking up the virus or contracting the virus. So, those outpatient facilities that are off campus seem even more attractive during difficult periods like we’re living through now.

Brannen Edge: You’re exactly right. That hospital acquired infection has all always been present but in the age of COVID in the pandemic, it got much greater scrutiny. So, I don’t think there’s any going back from this shift.

Andrew Dick: So Brannen, we’re near the end of our interview. Let’s talk a little bit about advice for young professionals. We’ve got a lot of folks who listen, that are starting out in the healthcare real estate profession. What advice would you have, someone who’s getting started in the business?

Brannen Edge: Gosh, that’s a great question. I guess I would say, try to figure out what you like and work toward achieving that. Oh, by the way, that’s a lifelong learning. So what you like to do at 21 and are working towards then, may be different than when you’re 31 or 41 or 51. So, continue to try to figure out what it is that makes you tick and gets you excited to go to work in the morning, I’d say, do every job to the best of your ability, even if it’s not exactly where you want to be and maybe especially if it’s not where you want to be. If you can focus on knocking the ball out of the park, opportunities will find you. So, do everything that you can to the best of your ability. Ask questions, that’s something that … that natural curiosity, I think, is a benefit for everybody.

Brannen Edge: It’s okay to not have the answers and shouldn’t be afraid to ask for help or ask questions to learn more. And finally, don’t be afraid to fail. A little bit better to fail quickly if you can, but you are going to make mistakes and it’s fun to find an environment where you can be supported when you make those mistakes and learn from those mistakes and move on. But healthcare real estate industry has got great tailwinds. We’ve got demographics that are providing a huge lift to the industry. So, for young folks that are looking at careers in various sectors, I think this has got a great next few decades in front of us.

Andrew Dick: Well, that’s good advice. So as we wrap up, where can our audience learn more about you and Flagship Healthcare properties?

Brannen Edge: Sure, please, we’d welcome visitors to our website at flagshiphp.com, or our sister website for the REIT at flagshipreit.com. We’ve got an active social media presence, so follow us on Instagram and Facebook. If you have questions or we can provide any support, feel free to reach out to us. Call us, email us, text us.

Andrew Dick: Terrific. Thanks, Brannen. Thanks to our audience for listening on your Apple or Android device. Please subscribe to the podcast and leave feedback. We also publish a newsletter called The Healthcare Real Estate Advisor. To be added to the list. Please email me at adick@hallrender.com.

Reimbursement for Remote Patient Monitoring in Virtual Care

Reimbursement for Remote Patient Monitoring

Hall Render Shareholders Chris Eades and Regan Tankersley discuss Medicare reimbursement considerations for remote patient monitoring as a part of virtual care.

Podcast Participants

Chris Eades

Attorney, Hall Render

Regan Tankersley

Attorney, Hall Render

Chris Eades: Hello, and welcome to Hall Render’s Virtual Care Podcast Series. Today’s focus will be Medicare reimbursement or remote patient monitoring services. My name is Chris Eades. I’m a shareholder here at Hall Render and a member of our firm’s virtual care team. I’m joined today by my fellow shareholder, Regan Tankersley, who focuses her practice on Medicare reimbursement, both in the context of traditional in-person services, but also virtual care services or telehealth services.

Chris Eades: Regan, thanks for joining us. Before we dive in, maybe tell us a little more about your individual practice.

Regan Tankersley: Yes, thank you. I am in my 19th year of practice as a healthcare regulatory attorney focusing on Medicare and Medicaid payment issues and regulatory compliance.

Chris Eades: Great. Well, Regan, so a hot topic in the realm of virtual care has been remote patient monitoring or remote physiologic monitoring, whichever term we want to use, for a number of reasons. It’s one of those areas where we have seen some permanent change already in the way of expanded reimbursement. It’s certainly an area that seems to mesh nicely with the concept of clinical integration and value-based care. Of course with technology and the advancements we see there, there’s simply a lot out there that we can do to potentially manage patients in a more efficient manner and in a more complete manner.

Chris Eades: So, it is a big topic and really the reason we wanted to kind of level set in terms of where we’ve been in the recent past and where we are today with reimbursement, specifically Medicare reimbursement. It’s also one of those many areas that you and I have discussed where we see competing definitions and concepts, right?

Regan Tankersley: Right.

Chris Eades: So, you and I often talk about the need for healthcare providers to understand there’s kind of the reimbursement side of the coin, all of the rules that apply to telehealth and other technology-based services that are specific to whether and how you can be compensated, and then of course there’s the professional side of the coin in terms of whether you can use these technologies to begin with to render care. If so, what do you need to do?

Chris Eades: So I mention that, right, because of course there are state to state different definitions and rules in terms of remote patient monitoring. We don’t want to lose sight of the fact that those concepts are out there and that we have to pay attention to them, but of course reimbursement is huge. It’s traditionally been the largest obstacle to providing these types of services, and so we did want to drill down more specifically on, again, where we are and where we may be headed with reimbursement in this area. So, I’m going to stop there and maybe, Regan, ask you to comment on whether or not Medicare has a definition that is specific to RPM.

Regan Tankersley: So from a Medicare reimbursement standpoint, RPM services are going to be described by those certain CPT codes that Medicare developed a payment rate for a few years back. I want to say 2018, but I know it’s within the last few years, prior to COVID, prior to the public health emergency. So from my perspective, I like to make the distinction, because we’ve seen a lot with the terminology between telemedicine, telehealth, virtual care, RPM services are paid for by Medicare under Part B.

Regan Tankersley: They are not true telehealth services as defined by the statute, by the Social Security Act that has a very narrow and discreet definition. An 1834(m) of the Social Security Act as to telehealth services, which are professional services rendered by physicians, mid-levels, eligible practitioners to provide those professional telehealth visits, consults, et cetera. RPM are not telehealth in that definition, you will not see those CPT codes listed on the Medicare list of covered telehealth services, they are just fee schedule-based services.

Regan Tankersley: I have to look into it on the hospital side, but on the physician fee schedule side, they’re paid for under the fee schedule. There are certain CPT code descriptors to describe different components of RPM, whether it’s the initial setup, whether it’s the data collection, whether it’s the interaction between the healthcare provider and the patient. So, I want to make sure people kind of understand that there may be some flexibilities during the public health emergency as to how RPM services can be provided and billed, but these services have been covered and paid by Medicare prior to the public health emergency.

Chris Eades: Got it. That’s an interesting point and an important point, right, because many of the state definitions that I alluded to would capture RPM as a defined telehealth service or a defined telemedicine service, depending upon what terminology the state uses. But as you point out, even though we think of RPM in a lot of ways as telehealth or telemedicine, technically it does not fall within the definition of telehealth for purposes of Medicare.

Regan Tankersley: Correct.

Chris Eades: So, why don’t we kind of touch base briefly about where we were with RPM just prior to the pandemic, because it was one of those areas in kind of the larger area of virtual care where we had seen some expansion. Let’s just kind of touch base in terms of where we were initially pre-pandemic.

Regan Tankersley: Right. So because of the nature of those services, they’re not an in-person visit with a Medicare beneficiary. So when Medicare developed payment rates to recognize that there’s a benefit to being able to remotely monitor patients and certain physiologic parameters, weight, blood pressure, all of those things that can be monitored remotely. Because of that non-face-to-face aspect to it, there was a requirement that the patient had to be an established patient of the billing practitioner who was going to be providing and billing for the RPM services, and there had to be consent obtained prior to initiation of those services.

Regan Tankersley: Those are all beneficiary protection measures, because they’re not there face-to-face with their practitioner, so it did require established patient and consent to be in place prior to the public health emergency. There’s been some flexibility because of COVID that Medicare is allowing during the public health emergency that the patient does not have to be an established patient prior to providing RPM services, and that the consent for the RPM services can be given at the time of that initial contact with the patient.

Regan Tankersley: So, those are the flexibilities that we’ve seen during COVID. There was also a flexibility related to one of the CPT codes that required a certain number of data to be collected and reported prior to being able to bill for that code once every 30 days. There’s been then some flexibility there during the public health emergency as it relates to patients’ beneficiaries with COVID or suspected COVID.

Chris Eades: So Regan, pre-COVID, pre-pandemic, was there flexibility to use RPM for both chronic care management and acute patient care, or was it only the former?

Regan Tankersley: I believe initially it was focused on chronic conditions, but there has been some policy clarification since COVID and part of the interim final rule flexibility recognizing that RPM services can be provided for acute care. Which is how you got that flexibility related to patients with COVID. That’s an acute condition, not a chronic condition. Then there’s been some policy clarification I believe moving forward that recognizes the utility and the value in those services, not just for chronic, but also acute.

Chris Eades: Then even pretty recently during the pandemic, this is one of the areas where we’ve actually seen some permanent change, right? We had kind of the rules pre-pandemic, we had some of the flexibilities that you mentioned in response to COVID, and then we actually saw some permanent change at the very end of 2020. What did that permanent change involve in terms of RPM flexibilities?

Regan Tankersley: Yeah. So part of the interim final rule flexibility, as we noted the consent and the established patient. So moving forward, Medicare has clarified through the traditional fee schedule notice and comment rulemaking, that moving forward the permanent changes after COVID will be that that consent that had talked about before that had to be obtained prior to these services being initiated can be obtained at the time of the services being initiated.

Regan Tankersley: That is a new permanent policy change, but CMS also clarified that post-COVID-19, post-pandemic, it is going to have to be an established patient relationship to provide those RPM services. So there’s been some clarification made, but the one really permanent change that they recognized on the consent issue. I think it’s important to realize too with remote patient monitoring, patient services, there’s lots of different devices that can collect data.

Regan Tankersley: I mean, my Fitbit collects all kinds of data, heart rate and your oxygen saturation, but for purposes of these defined terms and CPT codes for Medicare coverage purposes, it has to be a type of device providing the data that meets the FDA definition of a medical device. The data has to be sent automatically, collected and sent automatically to whoever the practitioner is providing the RPM services, it can’t be self-reported.

Regan Tankersley: So, it’s not a free for all. I mean, there’s still some coverage restrictions there related to the type of devices and the interaction that has to occur between the beneficiary and the billing provider for the codes that allow for the communication part to be built.

Chris Eades: Gotcha. How many days per month does the device need to monitor and report data?

Regan Tankersley: It’s at least 16 out of 30 under normal conditions. Again, there’s that limited exception during the public health emergency for patients with or suspected COVID that you can collect data less than 16 days and still report that CPT code that represents the data collection part of the service.

Chris Eades: Okay, so it sounds like then post-date of emergency, even with the permanent changes we’ve seen, that the two areas that will revert back, so to speak, would be, one, that RPM must involve an established patient. Then two, the exception that you just mentioned related to COVID treatment obviously would not apply at that point.

Regan Tankersley: Correct.

Chris Eades: So do we have any indication, Regan, in terms of where we’re headed next with RPM? Do we expect that we will see more permanent change or maybe additional flexibility? Is there any intel on that piece?

Regan Tankersley: I think as CMS continues to provide coverage and pay for these services, they’ll continue to monitor and collect data as to the utility. I mean, obviously I think the benefit of this type of data is that to be able to track patients for chronic and some acute conditions to hopefully provide for better health outcomes and to be able to treat patients sooner based on collecting that data that can be transmitted remotely, it’ll be interesting to see if there are permanent statutory changes made under the telehealth statute.

Regan Tankersley: For example, if going back to the original coverage for RPM services after the public health emergency, there has to be an established patient relationship. Well, can we establish that patient relationship through an initial telehealth visit? Part of that will go to are we going to have some flexibility following the public health emergency [inaudible 00:12:16] to the geographic limitation. That would really expand the ability to have that initial visit and establish a patient prior to establishing an RPM service for the program for those patients. Again, that’ll depend on whether we see a statutory change to the telehealth provisions.

Regan Tankersley: We’re already seeing sort of these RPM companies pop up, because part of the policy clarification with remote patient monitoring is that you can have auxiliary staff performing these services, but under the Medicare Incident-to regulation of services of auxiliary staff have to be directly supervised. RPM is a general supervision standard and CMS has clarified that you can contract with auxiliary personnel to provide the services.

Regan Tankersley: So, we’re already seeing RPM companies coming to physician practices with an RPM program to provide all of the technological support, all of the monitoring, and then providing the support then for the practitioner or their staff to be able to do the interactive communication parts of those services described by that codes. So you might start seeing more of [inaudible 00:13:24] industry pop-up to be able to support it to think about, one, for a data center entity.

Regan Tankersley: If we have some of these contract provision for auxiliary personnel and if we’re not limited by a supervision standard, considering what we do in different locations, different states. I mean, there’s still some of those things to consider, but I can see that happening more as kind of coming to a physician practice with here contract with us, we can provide the services for you so you can provide them to your patient population.

Chris Eades: Interesting. Yeah, we’ve obviously seen a lot of activity legislatively and we continue to see a high number of bills being introduced, most of them focused on reimbursement in the realm of virtual care. We’ve also seen some legislation that’s more specific to increased funding, and worth noting, I think, that we’ve seen some of that legislation be specific to remote patient monitoring.

Chris Eades: I know very recently there was some legislation introduced called the rural remote monitoring patient app, which intended to or is intended to establish a pilot grant program to support RPM in rural areas. So I think in addition to some of the rules themselves potentially changing, there’s certainly the possibility for some increased funding in this area as well that healthcare providers should be mindful of. You had mentioned, but just to emphasize. In terms of the actual technology, Regan, that can be used, what’s the threshold requirement there?

Regan Tankersley: So there has to be, one, depending on the CPT code we’re talking about, but for the data collection devices, there has to meet that definition of a medical device and it has to be able to capture and collect data and send it automatically. But as far as the codes that capture the interaction between the patient and the billing practitioner, that’s described. Then interactive communication, it has to be conversation in real-time. It’s synchronous, it’s a two-way communication.

Regan Tankersley: I believe a lot of that can be done … I mean, there aren’t the restrictions you see under telehealth regarding video, but you can use video enhancements. I think there’s another CPT code that can reflect some other type of services, but the data collection CPT codes have certain requirements, and then the communication-based codes with that interactive, that’ll have a set of requirements, and that’s going to be defined by those CPT code descriptors.

Chris Eades: Right.

Regan Tankersley: I would comment too as we’re talking about payment, my sense, and we know this from some of the committee hearings that have been going on in D.C., that if we do see some increased flexibility under telehealth, I mean, it could be a domino effect, like I just mentioned, that they end up changing the statute and moving the geographic restriction. Well, now you can provide more of these initial patient contacts via telehealth that open up the door to some of these other services like chronic care management and RPM. Will the fee-for-service system continue on or will there be some other methodology or mechanism to pay for some of these services?

Regan Tankersley: I feel like the Medicare fee-for-service system was meant to be reactionary. You’re paying for medically necessary treatment for diagnosis or treatment for people who are already sick, and I think part of these initiatives with virtual care is trying to capture this patient population and data to help provide for healthier outcomes before they get to the point that they’re really sick. Does the fee-for-service mechanism payment methodology really support that type of care? So, I think that still remains to be seen.

Chris Eades: Yeah, and going back to the earlier point that you made regarding the technology actually constituting a medical device. As simple as that sounds, we’ve certainly encountered concerns or issues in the employment setting or hospital setting where individual providers are seeking to use technology that kind of looks and feels like it’s a medical device, but in reality is not a medical device. So even though fundamental, I think it’s important to be mindful of that, that there are millions of applications out there and technology as well and wearable devices, et cetera, that do not rise to the level of medical device.

Regan Tankersley: That’s right.

Chris Eades: I also wanted to mention, you had pointed out one of the permanent changes involving the ability to obtain patient consent at the time of service, which provides some helpful flexibility. You and I field a lot of questions more generally about consent in the realm of virtual care, and so I think it’s also important with consent to keep two additional pieces in mind. One is, again, any state law specific requirements, right? So we’re talking about consent, again, for purposes of Medicare reimbursement, but RPM may be captured by a state telemedicine act, which itself has particular requirements for documented consent. So, need to remain mindful of those state law specific provisions.

Chris Eades: Then two, in a more healthcare provider specific context, quite often RPM is not the only service that you are providing electronically, right? You may be, as you pointed out earlier, providing RPM in conjunction with other types of virtual care services. So, approaching the consent process more strategically and proactively in a way to check all boxes, and also in a way for the healthcare provider to obtain a meaningful and helpful consent ahead of the time is probably a good idea and something that our providers should be mindful of.

Regan Tankersley: Well, and you raise a really good point between consent as required by state law, whether it’s in regard to telehealth telemedicine or just consent to treat, versus some of the specific Medicare coverage requirements for consent related to your ability to have coverage in both of those services, such as the RPM. So those are two those questions, but which one trumps, the federal or the state? We’ve got to comply with both.

Regan Tankersley: I mean, I think that’s just the important thing to remember is that if these certain services from a Medicare payment standpoint require a certain type of consent, we still have to comply with everything related to your state law. But I think too moving forward, I just read this article kind of on security and cyber-attacks attacking medical devices. Something kind of out there as far as whether or not what data devices you’re using to collect data, but how are we ensuring from a cyber standpoint the security of the data, making sure there isn’t any way to hack into patient accounts. So all of that, the more we do virtually, it’s going to just raise that compliance and risk level of how we’re making sure all this type of data and patient contact and information that’s being done virtually is going to be protected.

Chris Eades: Absolutely. Well, Regan, hey, thank you very much for your insight. To our audience, thanks for joining us. If you or your organization have any questions or topics that you would like to share with us, please contact us via our website at hallrender.com. Certainly feel free to reach out to me at ceades@hallrender.com, or Regan, particularly if you have questions specific to reimbursement in this arena. Regan can be reached at rtankersley@hallrender.com.

Chris Eades: As always, please remember that the views expressed in this podcast are those of the participants only and do not constitute legal advice. Thanks so much for joining us.

Virtual Care Considerations for Fraud and Abuse

Virtual Care Considerations for Fraud and Abuse 

Hall Render Shareholders Chris Eades and Ritu Cooper discuss what health care organizations should consider in regards to Fraud and Abuse issues with virtual care.

Podcast Participants

Chris Eades

Attorney, Hall Render

Ritu Kaur Cooper

Attorney, Hall Render

Chris Eades: Hello, and welcome to Hall Render’s Practical Solutions in Healthcare Podcast. This episode is part of our ongoing series called Critical Considerations for Virtual Care and we’ll be focusing on considerations for fraud and abuse.

My name is Chris Eades. I’m a shareholder here at Hall Render and a member of our firm’s virtual care team. I am joined today by one of my fellow shareholders, Ritu Cooper. Ritu is a service line leader in our healthcare compliance group, and she has particular experience with healthcare compliance related investigations, disclosures, and related matters. So really the perfect person to have available today to speak to these issues. Ritu, before we dive in, could you maybe tell us a little more about your individual practice?

Ritu Cooper: Oh sure, Chris, thanks. And thanks so much for inviting me to join you today. I’m thrilled to be able to talk to you about this topic. So yeah, as you said, I co-lead the compliance service line. I work primarily with large hospitals and health systems, large physician practice groups. I have some clients that are kind of other, that fit in that med device type space or med device adjacent. But with all of the clients, the work I do is compliance related and related to compliance with fraud and abuse laws, like Stark and Kickback and Civil Monetary Penalties laws, anything that really talks about referral sources and physicians.

As of late, probably in the last four or five years, I’ve done quite a bit of work with clients that are under CIA’s, corporate integrity agreements, and help manage all of the requirements that they need to comply with. So with that, I end up splitting my time working with compliance officers and with legal counsel. I sometimes look at myself as kind of that liaison between the two, there’s oftentimes, with a client, I might be engaged by both offices for very different projects.

Chris Eades: Perfect. So let me set the stage here a bit for our conversation today. We’ve seen a lot of headlines regarding the potential for fraud and abuse in relation to the provision of virtual care. And it’s a bit of an interesting dynamic because we saw these headlines and we saw some of these concerns well before COVID-19. The potential for fraud and abuse through virtual care was often cited, I think along with the concern for unnecessary spend as a reason maybe not to expand virtual care services, or at least facilitate expansion through just some more relaxed regulation and payment rules. And then of course, when that pandemic hit, there was just the need for virtual care, and we had to put aside some of those concerns, increase the flexibilities, and allow for the provision of care through virtual care as we’ve seen.

And so, at this point, as we ease out of the pandemic, it’s an interesting dynamic because the genie is out of the bottle, so to speak, in terms of the benefits of virtual care. It’s been used, there are lots of studies that demonstrate that it’s in demand and will continue to be in demand, that many providers want to be able to use virtual care. But we’re now starting to see and hear the same sorts of concerns that we saw pre-pandemic, and those include the concern for fraud and abuse.

And so even just a few weeks ago, the US government’s Accountability Office issued a report and highlighted, as part of that report, concern regarding fraud and abuse. One of the quotes from that report was, “Both the Medicare and Medicaid programs are on the GAOs high risk list in part due to concerns about fraud, waste, and abuse, the increased program spending, the lack of complete data, and suspensions of some program safeguards increase these risks.”

So it seems to, once again, be front and center, we’ve seen also the US Department of Justice make it very clear that the DOJ will be looking for fraud and abuse in this arena, and those individuals that do try to take advantage of some of those flexibilities, we’ve even seen headlines, again, just a few days ago, where the DOJ announced criminal charges against 14 telehealth execs who were alleged to defraud Medicare. So has been, it continues to be kind of front and center here as we talk about virtual care. So, with that in mind, Ritu, what’s your initial take on fraud and abuse in this arena, do you see this as an area that is ripe for abuse, and if so, why?

Ritu Cooper: Oh, absolutely, Chris. I mean, for all of the reasons that you’ve said. In fact, I was doing a presentation with someone from the DOJ and OIG for AHLA back in the fall, and on the day that our presentation aired, they announced one of the biggest investigations that was alleging fraud and abuse in the telemedicine space. There was also opioid as well, but I mean, there were 86 different providers, physicians, nurses, et cetera, that were even indicted, I mean, for anti-kickback type violations. And they alleged that there was, I think, $4.5 billion in claims related to telemedicine. And it was that there were unnecessary services that were provided, they were providing testing like genetic testing and various things via telemedicine, they were providing pain medication to patients they had not even seen ever in person, barely even talked to them via a platform, some of it could have been even very, very brief telephonic conversations.

So, in preparation for that, they didn’t tell me that it was going to drop the day that our presentation aired. But when we were preparing, they were talking about how, just like you said, pre-pandemic, this was an issue, and definitely a heightened area of focus because all of a sudden we needed to be able to provide telehealth services. Very, very quickly. Whereas we had clients before and, Chris, you and I have worked with a number of clients where they’re contemplating and thinking about it, and then once we kind of tell them all the things they need to think about, they kind of shied away from putting a program together. But all of a sudden last March, all of our clients said, “Oh, I know I said it was hard, but now I have to, so let’s figure it out.”

And so I think that this area in particular, because from my vantage point, even though hopefully this pandemic will end soon, I don’t think telemedicine is ever going to end. I mean, it was an area that you saw years ago that was starting to come into focus. Now that it’s here, I think that we’re only going to be looking at ways to enhance the services that are provided while still trying to figure out how to fit within this fraud and abuse landscape.

Chris Eades: So Ritu, for the benefit of the audience here who may have different levels of familiarity with these rules and regs, let’s step back, and can you maybe highlight for us the primary laws or regulations that we’re even talking about here really in the context of fraud and abuse?

Ritu Cooper: Sure. I think the first one that I think is important to understand, and then the other two fall into place, is the False Claims Act. So all of these cases, or most of these cases come forth to the government based on their belief that there was a claim that was submitted to the government that was false in some way. And that’s the False Claims Act.

The vehicle that they use to claim that something was false was that you violated the Anti-Kickback Statute or the Stark law. And the Anti-Kickback Statute says that you cannot knowingly solicit or receive a kickback for referral of Medicare business or Medicaid business, any kind of federal health care program business. And so, that law is very, very broad, it doesn’t apply just to providers, to physicians, it applies to anyone who could be a referral source. So you may see pharma and device companies, anyone else, pharmacists, anyone else could fit into that mold for anti-kickback as someone who can be a referral source.

The Stark law, however, is a little bit more narrow. It’s strict liability, there’s no knowledge or intent that is required, it’s either you meet an exception or you don’t meet an exception. And the Stark law says that if you are a physician who has a financial relationship with a DHS entity, so it designated health services entity, like a hospital, which is probably primarily what we’re talking about today, you then can not refer patients to that entity unless you meet an exception. And then each of the exceptions have seven or eight different elements, and you must meet all of those elements in order to be able to be protected from any kind of Stark liability.

Chris Eades: So Ritu, what are the potential consequences here for a health system or a hospital provider that fails to comply with these provisions that you’ve talked about?

Ritu Cooper: So under each of the laws, both the Anti-Kickback Statute and the Stark law, they have their own civil monetary penalties per claim, and they range from 15 to 20,000 or something like that. But that’s not where the big dollars are. The big dollars really come from a potential of a False Claims Act case where those claims are anywhere from 11 to $22,000 per claim. And on top of that, a potential for treble damages. And what the government says is that every claim with that physician during the time period where you did not meet an exception is what is at stake. So you’re looking at millions and millions of dollars of potential liability.

In addition to that, you also are liable for returning any money that you charged the government potentially. And then under the Anti-Kickback Statute, there is a potential for criminal penalties. So you could get up to 10 years in prison. Added to that, in 2015 through the Yates Memo that came out, the government has had a heightened focus on individual liability. And if you read what has come out of the government since 2015, which is so hard to believe that that was six years ago, they said, “Well, we’ve always cared about individuals, and we’ve always cared about those bad actors within an organization who might have been putting forth the scheme or the arrangement that doesn’t comply with the law.” But what came out in 2015 was that these individuals could no longer be indemnified by their organization and that individuals would have to pay and be held accountable on their own.

And so I think, don’t want to quote the number because I haven’t looked at it in a couple of months, or maybe even since last year, but I think there were over 50 or 60 individual liability cases since 2015. The first one came out in 2016, one year later after the memo came out. So you’re looking at even individuals facing issues where their company, their organization can not protect them as well.

Chris Eades: So significant consequences obviously, and the need to avoid those scenarios. Let’s maybe talk more generally about actions that should be taken by providers to avoid those scenarios. I mean the False Claims Act, Stark, Anti-Kickback, broader concepts, of course, than just virtual care. So let’s start more generally, Ritu. What does a healthcare organization or provider need to have in place to assist, to avoid a fraud and abuse scenario?

Ritu Cooper: So the biggest thing that the government looks at is whether an organization has a compliance program in place. So what the government feels is that if you have a compliance program in place and you’ve instructed the entire organization that compliance is important to you and educated on that, then you will be able to protect the organization.

So the OIG came out with guidance starting in 1998, and now I think there’s 13 different documents out there, but all of them center around the seven elements of an effective compliance program. So you need to have compliance administration. So someone in charge of the compliance program, maybe a committee that helps them, that represents a cross section of the organization, as well as the board that understands that they have compliance oversight over the organization.

Number two is to have policies and procedures in place specific to compliance in general, and then also specific to the various areas within the organization that might be impacted that have requirements from the government. The third is to have a hotline so that if any issues come forward, then the employees within the organization can bring them forward in the compliance department can follow through.

Number four is education and training, and is making sure that people are educated and understand the policies that they need to follow, as well as the laws externally. Number five is there is a robust auditing and monitoring program in place, and what that means is conducting a risk assessment, putting together a work plan where you’re focusing on the areas that you need to. We know that there is no organization that can look at 100 things in a year. So you really need to focus and narrow in on, “What are we doing that could be high risk?” And then paying attention to that throughout the year.

Number six is having appropriate disciplinary policies that state that, “We take compliance seriously and if you do not comply, or you do not help with internal investigations or bring things forward that we know that you’re aware of, then there will be consequences.” And those consequences are equal no matter what your level is, whether you’re the CEO of the organization or you’re working in the filing room. And last but not least is once you’ve conducted investigation and you’ve conducted it promptly, you’ve put corrective actions in place to make sure that your corrective actions are working as well.

Chris Eades: Ritu, thanks for that. I think that’s helpful information and probably a good segue into then discussing legal compliance more specifically in the virtual care arena. And I’ll just speak just for a moment here in terms of what I’ve seen. And what I’ve seen, I think was much of the obvious, which is the majority of providers out there needed to ramp up very quickly with respect to virtual care. When the pandemic hit we needed a different way to provide services, virtual care was available. And so the focus necessarily was converting to that modality in terms of the provision of services.

We’re at a point now as we ease out of the pandemic where the focus is more on, “Where do we go next? Do we want to continue to provide all of the same services through virtual care that we have been? Can we do that? And then how do we do that?” Because the regulatory landscape is quite complex and always changing. And so that seems to be most of the focus, at least in terms of what I see.

What I have not seen a lot of is what is our structure for legal compliance specific to virtual care? You had mentioned the core elements of a compliance plan, and one of those elements involves an audit function, a work plan for, “How do we ensure that we are avoiding these fraud and abuse scenarios, and we are vetting for ongoing legal compliance?” And so, I do see this as an area that has been lacking. And understandably so, again, the focus needed to be on, “Let’s get through this pandemic and provide the necessary services.” But we are at a point where I think it’s very important, as we look the next steps, to ensure legal compliance with respect to virtual care services. And I am seeing that there’s a delta there, that we need to play some catch up, and wrap our arms around this. What have you seen, Ritu? Are you seeing the same? Have you seen different?

Ritu Cooper: No, I think you’re exactly right. I mean, I think anyone who had telehealth before the pandemic, they were thinking about it, but it was very, very few. Now we’ve seen… I can’t think of a client or a provider that isn’t providing some kind of telehealth services, but I will tell you, I rarely see that coming through the compliance department or being something that’s evaluated.

Chris Eades: So let’s focus on that piece then, Ritu. So recognizing kind of the general concepts that you outlined for a viable compliance plan, what more specifically should be considered as part of a plan to avoid fraud and abuse in the virtual care arena?

Ritu Cooper: No, that’s a really good question. So I think the first thing is that compliance can not help with anything if compliance is not aware of what is going on. And that’s why number one, in that element number one where you have someone who’s in charge of the program but there’s also a committee, you want to make sure that that committee really does represent the cross-functional departments of the organization. And you need to have high level folks that are on that committee.

Compliance may not be aware of that all of a sudden we’re providing telehealth services, or we’re providing telehealth services at an exponential level before the pandemic. So those ideas or that information would come through compliance through that committee. And then let’s say that the person who is in charge of the telehealth program is not there on the committee, well, you always can add people to the committee. So that would be number one, is to make sure that we have the right people who are thinking about it.

The second thing would be, is let’s put together some kind of policy, or procedure, or something that describes the program that’s being put into place and describes all of the little areas where we might need to audit, or monitor, or check. The third thing would be the work plan and the risk assessment. So, one thing if you’re not familiar with risk assessments is what a lots of organizations do is they throw out surveys to a cross section of the organization, asking them questions about different areas to see if they are compliant.

So, for example, you might send a survey out to your real estate group asking them questions that track the real estate exception under Stark and Kickback. So do you enter into arrangements with physicians? Are they in writing? Do you have a fair market value assessment, et cetera. Telehealth is not one of those risk assessments that we normally see because it’s something that was rare pre pandemic.

So I would suggest working with the operational individuals who have put together the telehealth program to understand all the elements of the program, put a risk assessment together, and then put a risk assessment questionnaire together, and then send that out to the folks that are actually implementing the telehealth program to get their take on, “Are we meeting all of those requirements that we need to be meeting?” You might even need to have legal involved in putting that together as well because there could be other requirements that maybe even the operations folks might not be aware of.

And then once you get the answers back from that, and then you see how much telehealth you’re providing, more likely than not you’re going to identify that as a potential risk, not that we’re saying that you do anything wrong, but in an area that you might need to have more auditing and monitoring, you put that on the work plan, and then in the next year, you audit and monitor that.

And then all of the other elements kind of fall into line. So if you have a policy, you educate on the policy, you may see questions come in through the hotline, then you want to know how to answer those questions. If you conduct an investigation, you may want to put corrective actions to place if you realize that you’re not doing something accurately, and put those in place fairly quickly. So all seven of the elements can be touched on, but those three would probably be my main ones to focus on.

Chris Eades: Thanks Ritu. That’s really helpful. And it dovetails with my own observations with respect to virtual care. And I’m glad you mentioned the structure and the way that you did because one of the challenges here seems to be being in a position to vet the different angles here. And to be in a position to hear from providers maybe that want to offer new services through virtual care. As I view it, you need your kind of legal piece to this, your compliance piece. There’s certainly the business element to this in terms of what we want to do with virtual care. And then there’s the clinical piece to this. We can’t use virtual care for everything, we’ve got to be able to meet the standard of care that would be applicable to an in-person service.

And so to your point, I think your structure that needs to be in place does need to include a composition that hits on all of those elements and communication among those individuals will be key. And then I think that structure then is in place not only to vet for what’s happening today, but where do we want to go tomorrow? Where can we go tomorrow? And then going back to the elements you mentioned, really incorporating education as a component here. We’re providing the same clinical services maybe, but we’re doing it in a very different way, or at least virtually, so we’re delivering care in a different way. And there are different rules in play than would otherwise be applicable to an in-person service. And so, education of providers is really going to be important here.

As to your point on the compliance plan, I agree. We need to have a work plan that’s specific to virtual care. That work plan itself may not capture everything, but minimally, depending upon the size scope of the care you’re providing, but minimally should establish guardrails in terms of the core components, where are we providing these services? In what states? Where’s everyone located? What do the medical record requirements look like in each of those jurisdictions? What are the consent requirements? What are we comfortable prescribing or not prescribing through virtual care? The compliance work plan, we should be able to nail down some of those essential guard rails even if maybe we’re going to develop this through our structure more specifically in service lines or within departments, et cetera.

And then lastly, to your point on the audit functions, I think there too we’ve got to think about this a little bit differently. We may want to do the same type of oversight and audit that we may need to, but it may look a little different and there may be some different considerations. If we’re going to observe providers for example, or retrospectively review or audit records for billing compliance, there will be different rules in play. And we may need to go about doing this a little differently. I mean, in terms of proctoring a physician, for example, maybe a new physician for ongoing quality review, that’s going to have to happen differently because it’s a virtual encounter.

And so I think some of the same concepts, but being deliberate in terms of how are we going to get that done? And then are there any other related consequences? If we’re going to use a video recording of a patient interaction, for example, and we’re going to audit that video recording, what does that mean from a medical record standpoint? Do we need to maintain that recording go forward? Does it become part of the designated record set somehow? Do we need a particular patient consent to use the recording?

So I think there are a lot of same concepts in play in terms of what we need to do, but we need to think about those a little differently in terms of, A, there are different rules that may be applicable, and B, there may be some consequences there in terms of what we need to accomplish. So Ritu, I think great thoughts and certainly what I’m seeing, like I said, dovetails, I think, very much with what you mentioned.

Let me kick it back to you, Ritu, do you have final thoughts maybe, or any additional thoughts for those providers out there or entities in terms of what they need to be thinking or doing from a fraud and abuse standpoint with respect to virtual care?

Ritu Cooper: I think, Chris, the biggest thing is making sure that you have the right players involved as you are starting the program and then developing the program. I think that if you have compliance and legal at the table as you’re putting it together, you can probably catch some of those issues that you’ve just discussed before they might be problematic. And I think also then if those two departments are involved at the outset, they will be able to better help with the development of policies and procedures and those risk areas and auditing plans because they’ll understand the structure at the beginning as opposed to being tossed at the end.

So I think for those who may not have done that, all is not lost. But as you said now we’re talking about, “Okay, this is what we’ve done in the pandemic.” Kind of fast and dirty, but now we’re going forward and trying to set up this long-term plan, and if we could make sure that we’re thinking about the different issues that might come up from a Stark and Kickback perspective, and make sure that there’s also other issues, there’s licensure issues. I mean, there’s so many things beyond just Stark and Kickback that we need to think about, and our e-prescribing, our medical record, just like you mentioned, if we’re thinking about those at the beginning, we might even be pulling other people in place, we might need to be talking to our it vendor as well, or a medical records vendor, or whoever we’re working with also to make sure that we’re protecting the entire program.

Chris Eades: Ritu, thank you for your time and insight today. To our audience, thanks for joining us today. If you or your organization have any questions or topics you would like to share with us, please certainly contact us. You can do so via our website at hallrender.com. Certainly reach out to me at ceades@hallrender.com. Or Ritu, particularly if you have questions regarding legal compliance or fraud or abuse issues, please reach out to Ritu at rcooper@hallrender.com. Either Ritu or one of the other attorneys in that practice group will be happy to assist. Please remember, as always the views expressed in this podcast are those of the participants only and do not constitute legal advice. Thanks so much for joining us today.

Considerations for “Start-Ups” and New Service Lines in Virtual Care

Considerations for “Start-Ups” and New Service Lines in Virtual Care

Health care providers of all types are increasingly interested in exploring the idea of expanding or adding virtual care services. Hall Render Shareholders Chris Eades and Colleen Powers discuss what considerations should be made before adding virtual care to your business.

Podcast Participants

Chris Eades

Attorney, Hall Render

Colleen Powers

Attorney, Hall Render

Chris Eades: Hello. Welcome to Hall Render’s virtual care podcast series. Today’s focus will be on virtual care startups, whether a new virtual care enterprise or perhaps an expansion of virtual care services. My name is Chris Eades. I’m a shareholder here at Hall Render and a member of our firm’s virtual care team. I’m joined today by one of my fellow shareholders, Colleen Powers, who’s a member of our health transactions group and who has particular experience with startup entities, applicable business structures, and healthcare-related transactions.

Welcome, Colleen. Maybe before we dive in, could you tell us a little more about your individual practice?

Colleen Powers: Sure. Thanks, Chris. I’m glad to join you today. My practice is, as Chris mentioned, primarily focused on healthcare business transactions and also working with startup entities, whether that’s kind of figuring out the developmental stages of what do you want the business to ultimately achieve and then how do you determine the appropriate corporate structure and form that that should take to achieve those aims? I work with hospitals, health systems, physician, physician groups, and other entities that are kind of ancillary service providers in the healthcare space.

Chris Eades: Great. Well, Colleen, on the point of startups, we are increasingly contacted by healthcare providers and other types of business entities that are interested in providing virtual care services or perhaps expanding virtual care services. These entities often want to roll out these ventures in multiple states, if not all states, right? It’s, at this point in time, typically a more expansive business plan.

There are always a host of virtual care-specific professional practice rules and payer rules that we need to assist to navigate. But more fundamentally, there are a number of business-specific requirements and considerations that come into play. I appreciate you taking some time today maybe to highlight those considerations. Let’s start with the type of entity. When a healthcare provider or other individual wants to start down this road to providing virtual care service or services, what are the primary options available in terms of the type of entity?

Colleen Powers: Sure. There are, I would say, two that are really commonly in play here. One is an LLC, or a limited liability company. Then, the other is a corporation. The corporation can really take two different forms. You can either be treated as an S corporation or a C corporation. With respect to the S corporation, there are some more restrictions around that. There’s some limitations around the number of shareholders. There are certain parameters around who can be a shareholder. There’s restrictions on the types of classes of shares that may be had. That being that there can only be one class. There’s also some restrictions around profit allocation. However, if you look then at the other side of the corporation structure, you have your C corps. Those are ultimately going to be subject to double taxation. In those cases, the profits of the corporation are taxed at the entity level. Then also there’s taxation that occurs when dividends are distributed to shareholders.

The other form, and the one that we see put in play most often, is the limited liability company. With that, there’s a lot more flexibility from a tax standpoint. There’s also a lot more flexibility with respect to what states tend to require of a limited liability company, kind of everything from filings to what needs to be in place from a governance standpoint. For example, an LLC or a limited liability company will allow the owner, owners to say whether it’s going to be member-managed or managed by a board of directors. LLCs tend to be certainly the most favored form of corporate entity, just because of all the flexibilities that come with that corporate structure.

Chris Eades: Let’s maybe then focus on LLCs a bit more. Can you speak to what’s involved generally in creating an LLC? You just mentioned some of the documents that may come into play, but maybe highlight what’s involved to establish an LLC and some of the most relevant documents that will come into play and the basic timeline for accomplishing all of this.

Colleen Powers: Sure. With an LLC, and this holds true for corporations as well, your first step is going to be filing your articles with the applicable state that you’re going to essentially set up that operation in. For LLCs, they are referred to as articles of organization. Generally, corporations are articles of incorporation. Every state is going to have these days, fortunately, a pretty simple form that many of them will allow you to do it online. You have to plug in some basic information such as the name of the entity, address where it’s going to conduct business. You need to have a registered agent and address where any mailings can be sent to. Some states will require you to have a physical location beyond a PO box in that state where you’re conducting business. Ultimately, once you file those articles, it can really take anywhere from, we’ve seen less than 24 hours for it to be approved by the secretary of state, to really up to a few weeks. It’s very state-dependent.

Chris Eades: Maybe before we move on to the next question here, you had mentioned that with respect to certain states, and it does sound like this is state-specific, that there may be requirements to have an actual brick and mortar presence in a particular state as opposed to just a PO box. Is that correct?

Colleen Powers: Yes, some states will require that. There are not many these days that do require that, but some do. The other thing to keep in mind is that there’s a lot of services, or business entities, I should say, that serve as a registered agent or registered address in that area. You can pay a third-party to kind of stand in the shoes in that way and serve in that capacity.

Chris Eades: Gotcha. Yeah, and I thank you for that. I just want to highlight that point, I guess, for the audience. We talk a lot in the context of virtual care about the barriers to virtual care. One of the barriers is the regulatory complexity in terms of trying to offer these services in multiple different states. But one thing it certainly sounds like that startups and other entities need to be mindful of as they move into these different states, is it’s not just the virtual care-specific rules that may come into play, but also some of these just business-specific rules in terms of establishing these entities.

For example, in terms of what you mentioned, and I’m aware of the same, that there are some states out there that actually require on their books per their regs, a brick and mortar presence to establish a legal entity in that state. That certainly could be a factor when your business model is to not be there physically, but instead be there virtually.

Colleen Powers: Yeah, that’s right, Chris. Some of them kind of go beyond the needing to have the registered agent there to have an actual brick and mortar in a particular state. That’s generally to establish the entity. As you’re thinking about your virtual startup, you might think about where one or more of the owners actually has a home. That can be your registered office. But then, if you think about all the other states in which you want to conduct operations, that’s where you then need to consider the need to file with each of those additional states where you’re conducting business as an entity that is doing business in their state. That’s an additional filing that you need to be mindful of any time you’re conducting business in another state that you’re then registering that entity with those respective secretary of states as well.

Chris Eades: Colleen, what are some of the other more basic business issues that a newly-created entity should consider? Once we’ve established here what type of entity and we’ve gone through those initial steps to create the entity, what are some of the other more essential considerations that immediately come into play?

Colleen Powers: Sure. I think then you want to start thinking about the activities that you’re conducting and what additional filings need to occur with respect to the various federal and state agencies. One that’s going to be applicable across the board is you’re going to need to obtain a tax identification number, a TIN, also referred to as a employer identification number, or EIN. Those terms tend to be used interchangeably. That needs to be obtained from the IRS. That process is really pretty straight forward. That’s kind of step two once you’ve actually formed the entity.

Other considerations are if you’re going to have employees, then you’ll want to file with the State Department of Workforce Development, or whatever that equivalent is, to indicate that you do have employees on your books. Any states where you’re conducting operations you’ll also want to consider do you need to register with those local or state department of revenues as well? I think it’s kind of sitting down and mapping out any of those other agencies that might be in play and that you might have some reporting obligation to.

Another thing to think about that’s kind of just outside of the legal realm, but you’ll want to sit down with a broker and sort through what is the scope of your services and what sort of insurance coverages do you need to appropriately protect your business. At a minimum, I think about directors and officers, insurance and coverage that’s going to provide any of the owners and officers with some protection.

Then finally, I would say ensuring that you along the way are following appropriate corporate formalities to ensure that you preserve the integrity of the business. By that, I mean that there’s a clear distinction between what you were doing as an individual and what you were doing as a business. That means ensuring that you have meetings. Those are documented by minutes and you show those actions that are being taken as the corporate entity separate from yourself. That allows you to ensure that if there’s a third-party claim, that third-party claimant would come to and look at the business entity as the party to pursue some recourse against and not you as an individual personally.

Chris Eades: That’s a really important point. I’m glad that you mentioned it. We tend to talk about insurance in this realm more in the context of professional liability insurance, which is also, of course, important. But I think these other types of insurance that you mentioned, certainly business entities want to be familiar with. To your point, want to not only have the coverage, but establish their entity in a way that will end up affording them the protections that they intended to have. We will no doubt see, as we get further into virtual care, more litigation involving these providers. It’s just so very important I think as a provider to recognize that even though you may be physically located in one state, if you are offering the service in another state, maybe across the country, that you can very easily then be sued in that other state, right? It’s not just a matter of will you prevail in that litigation? It’s a matter of needing to actually be there in that state to deal with that litigation, which in and of itself is a huge concern. I think that’s a good point.

Let’s segue maybe into corporate practice of medicine. This is an issue that is increasingly coming up in the virtual care arena, particularly when an entity wants to provide services in different states. Corporate practice of medicine, or CPOM, not a new concept, obviously. CPOM exists in general, of course, to prevent corporations or other business entities from actually practicing medicine or other healthcare specialties. Or put differently, the concern here is that we want to make sure that only licensed individual providers who are trained to do so are practicing medicine, or these other specialties, and that these individuals are not being unduly influenced by corporations or other business structures.

Again, not a new concept. Most states have a CPOM rule, probably about two thirds of the states, I would say. But CPOM state to state is highly variable, much like all the rest of this stuff that we ended up talking about in the context of virtual care. Very few states actually have just a very simple, straightforward CPOM statute. Quite often it’s a collection of maybe some cases, sometimes really old case law statutes and rules that kind of collectively you have to piece together to establish what the CPOM structure is for a state.

Then even then, you have this really significant variability. Some states are highly restrictive, for example. California is probably the best example. New York has some fairly restrictive CPOM rules. Other states are restrictive, but has some pretty expansive exceptions. Many states, for example, have exceptions that allow hospitals to employ providers, things along those lines. Some states have these rules, but haven’t enforced them in years. Then you have variability in terms of application. Do these rules apply only to physicians? Or do they apply to other types of healthcare practitioners, maybe behavioral health or pick your other specialty?

Highly variable, many would say CPOM is an outdated concept just given what we’ve seen with the employment of practitioners across the board and contracting, et cetera, but it’s still something that exists and that we have to pay attention to. And as I mentioned at the outset, is increasingly a concern here, right, because it’s so easier now for us to be in different states to practice through virtual care. It means that as an entity, if that’s who we are to provide these services or that’s who we want to be, we’ve got to consider whether we’re going to violate the CPOM rules state to state.

With all of that said, Colleen, in those states where CPOM is a pretty significant issue and there’s no viable exception that would exist, what type of business structure do you see commonly employed to navigate or be in compliance, I should say, with the CPOM rules?

Colleen Powers: Sure. Yeah, that’s a good point and something that tends to come up a fair amount. What we tend to see is the deployment of what we commonly refer to as a friendly PC or a friendly physician model. With that, we’ll look to establish an entity that is ultimately owned by a licensed professional, tends to be a physician or a dentist or whatever field you’re operating in at the moment and whatever that state requires. Then, we’ll just kind of categorize them all as a licensed professional.

That licensed professional will then ultimately own a corporate entity. That corporate entity then holds any of the assets or decision points, I should say, that are required to be held by a licensed professional pursuant to that state’s regulations. It tends to involve and require that entity to then hold the medical records or ensure that it indicates that that entity is responsible for anything related to a clinical decision or patient care policies and procedures. As you mentioned, Chris, I mean, every state is completely unique and so is the subspecialty of the services that are ultimately contemplated to be provided. There needs to be a careful analysis of what the state laws say.

Then, so once you kind of craft that friendly PC and give that friendly PC the requisite control and assets that needs to be managed by a licensed professional. Then we look to put some other related documents in place, which ultimately then tend to move the financial proceeds of that entity over to another. It tends to be an MSO or management services organization-like entity. Then that MSO entity essentially is the sister to the friendly PC. That entity is then going to manage and hold everything else that is not required to be managed by the licensed provider under applicable law.

Chris Eades: Probably, Colleen, a good segue into mentioning state-specific fee-splitting provisions. Again like CPOM, some states have them, some states do not. Some states may have one, but not the other. But the point being that the state may have specific fee-splitting prohibitions that disallow a provider from apportioning some percentage of fees to a business entity and really for the same essential reason that we see the CPOM rule. We don’t want undue, or the state does not want undue influence or control over what the practitioner is ultimately doing.

I think the takeaway here on that point, from my perspective anyway, would be A, recognize that those fee-splitting rules may be out there, B, recognize that if you do create a friendly PC structure where there is this management concept in play, be sure that whatever the payment structure is from friendly PC to back the sister entity for those management services does not run afoul of those fee-splitting provisions. In other words, you may not be able to structure that relationship based upon a percentage of fees or some sort of an apportionment directly from those fees. It may need to be another payment structure that is consistent with those fee-splitting provisions.

Colleen, are there any other, you mentioned I think a lot, but in recognizing that it is state-specific, but are there other considerations for establishing a friendly PC?

Colleen Powers: Just as you dig into that sister structure that I mentioned, there tends to be some additional agreements that are in place between those two entities. For example, the licensed professional that ultimately owns the friendly PC will generally sign some form of an agreement which outlines the scope of the arrangement. That does have some restrictions tied to their ownership. It tends to include some provisions about the succession plan. If that licensed professional is no longer practicing there, then they agree and commit to transition that to another licensed healthcare professional that is someone that the MSO entity might support, for example. There’s kind of a mix of other documents that are in play to ultimately dot the I’s and cross the T’s and pull the arrangement together.

Chris Eades: Colleen, beyond the creation of new entities, you’re heavily involved in healthcare-related acquisitions and mergers. Do you see the potential for these types of transactions in the context of virtual care?

Colleen Powers: Yeah, I mean, absolutely. We’re seeing a lot of consolidation right now that’s built around the notion that scale really allows for increased efficiencies and results in healthier companies, both from a care delivery and a profitability standpoint. I think about in the virtual care environment, if you can do one of the few things, whether it’s building a comprehensive network of providers that’s attractive to a potential buyer, you have the best practices in place for that platform or you’ve developed some unique software that really causes that virtual care environment to run really well, I think each of those are very interesting pieces that a virtual care provider can bring to the table and ultimately be the basis for an even larger platform. I think if you do that, that makes you a very attractive target too. For example, we’re seeing private equity in the healthcare space increasingly. This just seems like an area that is right for that.

Chris Eades: When an entity is considering a potential transaction along these lines, what initial steps or considerations do you usually recommend?

Colleen Powers: Yeah, I would think about, as an owner of the organization or officer, what do you want for that entity one day? What do you want it to evolve into? Then, how long do the key stakeholders in the arrangement want to ultimately be in this game? Because once you move into a sale, I think one of the key questions is what role do the individuals want to play? Do you want to preserve some level of control? Do you want to be in a president or officer’s seat and involved intimately in the growth and development of the organization? Or are you looking for something where you’ve kind of built something and you want to sell it off and move on to something completely different?

I think answering that question is really the first step to figuring out who is going to be an attractive potential partner for you. Then the other thing I’d say is, it’s important to keep a close eye on the market. A lot of times being one of the first ones to the table with a very solid platform is going to yield the biggest return on your investment. I think watching market forces is another key factor. Then ultimately figuring out who’s out there as a potential buyer and starting to feel out what opportunities might be available.

Chris Eades: Well, great, Colleen. Thanks for your insight. To our audience, thanks for joining us today. If you or your organization have any questions or topics that you would like to share with us, certainly feel free to contact us via our website at hallrender.com. Feel free to reach out to me at ceades@hallrender.com or certainly Colleen at cpowers@hallrender.com. Thanks again.

Health Care Real Estate Growth Strategies in Mergers and Acquisitions or Joint Ventures

Health Care Real Estate Growth Strategies in Mergers and Acquisitions or Joint Ventures

Hall Render Advisory Services’ advisor John Marshall talks with Victor McConnell of VMG Health, Matt Robbins of Kaufman Hall and Clayton Mitchell of Thomas Jefferson University Hospitals. Their discussion highlights several real estate factors that implicate the overall JV or M&A transaction: Fair Market Value (“FMV”); facility compliance (regulatory and use); property taxes; facility ownership options; asset disposition or acquisition; new facility development; licensure; and other issues.

Podcast Participants

John Marshall

Hall Render Advisory Services

Clayton Mitchell

Thomas Jefferson University Hospitals

Victor McConnell

VMG Health

Matt Robbins

Kaufman Hall

– Coming Soon –