While hospitals have always been significant players in the market for freestanding imaging centers, volume for hospitals purchasing all or part of the ownership interest in freestanding imaging centers has increased dramatically over the past few years. For hospitals already involved in joint ventures with physicians or entrepreneurial companies, we have seen a flurry of transaction activity around hospitals buying out their joint-venture partners.
In many cases, hospitals desire to maintain consistent subspecialized professional coverage across all inpatient and outpatient radiology. This is not only beneficial from a quality standpoint, but also may allow the hospital strategically to expand opportunities for the radiologists with whom it maintains exclusive arrangements
While the benefits of a transaction are mutual, discussions are most often initiated by the freestanding imaging center’s owners, consisting of radiologists, referring physicians, and even entrepreneurs. The effects of reimbursement cuts; increasing regulatory restrictions on the operation of referral-source imaging; lack of access to credit; the hassle of running a small business; and large, pending capital requirements for equipment have driven many freestanding imaging centers’ owners from a position of strength to one of weakness, relative to hospitals.
Hospital MotivationHospitals are not defensively entering the game simply as a meek reaction to an inquiry, to gain more imaging volume. Instead, there has been a real sea change in the competitive landscape for outpatient imaging services, and hospitals are aggressively stepping into the void—to take advantage of what could be a rare business opportunity to capitalize on their relative strategic strength.
Reimbursement AdvantagesMirroring the negative impact of the
DRA and the negative impact that it has had on freestanding imaging centers’ financial performance, the primary, immediate financial driver of hospitals’ desire to purchase freestanding imaging centers (or even additional ownership in existing ventures) lies in the differential between the forms of reimbursement that hospitals typically receive. While this can vary widely based on individual markets, freestanding imaging centers typically receive commercial/managed-care reimbursement equal to 110% to 150% of Medicare rates. Hospitals often receive commercial/managed-care reimbursement equal to 60% to 90% of hospital charges—with hospital charges often representing 300% to 500% of Medicare rates.
In many instances, hospitals may generate commercial/managed-care reimbursement at 200% or more of the rates that a freestanding imaging center achieves. Hospitals may generate reimbursement increases of 20% on commercial/managed-care business, even in the most conservative instances. Even in the environment of limited capital availability for acquisitions, the relatively short payback periods projected for these acquisitions makes them easy to sell to hospital executives.
Mitigating FactorsHospital motivation is present, in spite of several other challenges weighing against these transactions. Despite the fact that many freestanding imaging businesses can be very profitable, the significance or materiality of these profits to the totality of a hospital’s financial health is minimal. Even if the hospital is able to garner increases in reimbursement from restructuring the imaging center as a provider-based outpatient hospital department, there are additional costs that can (and probably will) mitigate the effects of reimbursement increases.
Due to the equipment-upgrade cycle, hospitals are most likely to acquire huge, largely unplanned, and perhaps hidden capital-expenditure requirements. Freestanding imaging businesses often underinvest in IT, creating the need for hospitals to increase the quality and upgradability of information systems. In addition, hospitals must ensure compatibility with hospital information systems, the integration of which might be a large expense that could mitigate reimbursement gains.
The postacquisition transitions of freestanding imaging businesses ultimately result in due-diligence surprises. These are not unusual in health-services transactions, and surprises are exacerbated by the often abbreviated (and outsourced) due-diligence process. Normal surprises include underestimated capital expenditures, unreliable referral sources, or undercompensated employees.
Strategic ImplicationsGiven these challenges, why would hospitals dive into this mess? Why are these transactions occurring with such frequency? Wise hospital administrators are contemplating these acquisitions with an eye not only on the potential positive financial impact, but also on the changing landscape and the importance of consolidating the continuum of care. These are three additional reasons to pursue these transactions.
The first is a market-share increase (along with market intelligence). Not only will the hospital capture revenues and profits, but it will also be able to collect data on patients for different geographic areas in an around these markets. Geographic coverage is crucial, as these outpatient facilities are ideal for planting a flag on a competitor’s neighborhood or service area and gaining intelligence on referral patterns, demographics, and technology.
The second reason is a technology-investment strategy. The lessons of the financial crisis highlight that deploying capital strategically will ultimately define the winners in the imaging business. High-end/expensive technology is not optimal in every case. Often, low-end refurbished equipment will suffice for a certain location. Optimal capital deployment throughout a system’s imaging sites is critical. High-volume producers also assist hospitals in obtaining leverage with imaging-equipment manufacturers. The ultimate goal is not to get caught up in a technology arms race, but instead, to define the process internally by optimally deploying technological capital.
The third reason is the ability to maintain consistent professional coverage and quality. In many cases, hospitals desire to maintain consistent subspecialized professional coverage across all inpatient and outpatient radiology. This is not only beneficial from a quality standpoint, but also may allow the hospital strategically to expand opportunities for the radiologists with whom it maintains exclusive arrangements—potentially limiting (or even eliminating) the need for costly payments for coverage stipends or subsidies.
SummaryThe deteriorating reimbursement environment has led to a desire (or even need) for many freestanding imaging centers to exit the business. While hospitals typically receive favorable commercial/managed-care reimbursement that drives a benefit for acquiring freestanding imaging centers, this benefit might be partially (or even entirely) offset by additional operating and capital costs. The strategic advantages associated with the ability to increase market share and intelligence; the ability to manage and coordinate the technology portfolio more efficiently; and the ability to maintain consistent, professional coverage and high quality might also be important drivers of hospitals’ desires to purchase freestanding imaging businesses, however.
Elliott Jeter is a partner with VMG Health, a national company (with offices in Dallas, Texas, and Nashville, Tennessee) that specializes in health-care valuations and transaction advisory services. Todd Sorensen is a partner with the company.