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Solutions for Healthcare Liabilities |
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ive Summary—Advanced Funding Model
A. Managing Health and Medical Care Costs—
An Escalating Problem
Among the most challenging problems in any
organization today—whether public or private—is
properly managing health and medical care costs. These
costs are spiraling uncontrollably, constituting a large
and volatile cash outflow. For example, medical costs
have increased at an annual rate of 12% over the past
two years and comprise about 17% of our country’s
GDP, equating to the following statistic: roughly, one
out of every eight total dollars spent in our economy
goes toward healthcare. Another way to describe it:
We’re spending about $9,542 per person, per annum,
on healthcare.
Unfortunately, the bad news is that such costs are
expected to rise even higher. Here are several factors
that are driving up healthcare costs:
• An aging workforce: About 80 million Americans will
turn 50 over the next 10 years. The financial impact of
this older population will be enormous, since roughly
75% of the dollars that an individual spends on
healthcare in his or her lifetime is spent after the
age of 50.
• Prescription drug costs: Prescription drug costs are
increasing faster than any other healthcare cost: e.g.,
20% to 25% increases are estimated for 2010.
Advertising campaigns encourage patients and
physicians to request and prescribe expensive, brand
name medications. New expensive drugs have entered
the market to treat chronic conditions like asthma.
Finally, an aging population often needs multiple
medications.
• Expensive new technology: Advances in surgery,
medical devices, and diagnostic techniques are raising
costs for hospitals and health plans.
• Hospital mergers: Hospitals continue to merge, further
consolidating the industry and eliminating competition,
putting the control of costs into the hands of a few
select groups. These hospital groups now have more
leverage when negotiating rates with health plans,
enabling them to gain significant increases in the
costs of their services.
• Liability concerns: Exposure to legal liability and the
overall risks for healthcare providers are greater than
ever. Consequently, this risk of litigation is spread to
all parties having healthcare insurance coverage
through higher premiums.
Healthcare costs are inherently unpredictable, whether
an organization is (i) fully insured, or (ii) “self-funded,”
i.e., an employer pays its employees’ healthcare claims
out of its general assets (rather than purchasing an
insurance policy). Furthermore, given the inherently
unpredictable nature of healthcare costs, much volatility
in the organization’s earnings and cash flows is caused,
which, in turn, has serious financial implications. First,
such volatility could cause, at a minimum, a company
or government entity to miss its profit and/or budget
expectations. In today’s environment, missing profit or
budget expectations will have significant adverse
consequences. Properly managed healthcare costs
should be one of the main priorities of an organization.
Second, volatility may also create some severe capital
budgeting problems. Thus, potential healthcare liabilities
are like a ticking financial time bomb.
In response, what, if anything, can be done? Private
companies and governmental entities have tried many
solutions: HMOs, cost-shifting to employees, restricting
access, self funding and other strategies have been
developed to manage costs downward. Unfortunately,
however, the healthcare management problem persists
and costs continue to spiral upward.
B. healthcare Management Solution: OGR Model
Rising medical costs are forcing changes in the way
healthcare is paid for, managed and delivered. These
changes are not just happening behind the scenes, they
require a different approach to the way you get care and
more important, how it is paid for. One Global Resources,
LLC, has spent the past 10 years developing a creative
and fully integrated model (the “OGR Model”) to handle
this problem. The OGR Model is a risk management
program, which includes a funding transaction, the
main purposes of which are to: (i) Conclusively quantify
an organization’s future healthcare liability and financial
Confidential Memorandum
4
Executive Summary—Advanced Funding Model
risks; and (ii) Prefund such liability, thereby utilizing the
available cash flows to convert volatile and unknown
variable future costs into a current fixed cost obligation.
The base element of the OGR Model is a complex
mathematical and statistical software program, which
has captured detailed, demographic data on more than
22 million lives dating back to the 1950s. It is automatically
updated with actuarial and financial market factors each
month, including but not limited to, demographic
changes, medical CPI changes (including hospital
discounting, pharmaceutical trends and technology
enhancements), inflationary changes, carrier discounting
and physician contracting methodologies. All data is
compiled by state, county and region thereby ensuring
that the OGR Prefunded Model contains an updated and
comprehensive compilation of health and medical care
cost data. Furthermore, the OGRModel encompasses much
more than simply the base element: i.e., the OGR Model
doesn’t stop at merely statistically and mathematically
quantifying the upper limit of healthcare liability
exposure—it also integrates that liability amount
into an overall financial risk management tool,
discussed below.
1. Basic Steps in Implementing the OGR Model.
The OGR Model is a powerful and flexible management
tool and may be implemented in the private corporate
and government organization sectors, as well as the
self-funded and fully-insured environments. The basic
steps in implementing the OGR Model are as follows:
(a) Base Element—Quantify Exposure to Health
Care Costs: The OGR Model would quantify an
organization’s upper limit of exposure to healthcare
costs expected in the upcoming 36-month period.
It’s important to emphasize that the OGR Model
doesn’t change the underlying substantive liability
for healthcare costs; rather, it simply quantifies
the upper limit exposure of such liability.
(b) Implementation via Pre-Funding Transaction:
A funding transaction would be effected, the
specific structure of which would depend upon
whether the organization is self-funded or fully
insured in handling its healthcare costs:
– Self-Funded Organizations: If the organization
is self-funded, a trust would be formed, which
would fund the net present value of the expected
healthcare exposure via either a short-term note
offering or loan transaction. The trust would
be the primary obligor of this debt, and the
Parent Organization’s employees would be the
beneficiaries of the trust.
– Fully-Insured Organizations: If the organization
is fully insured, the funding transaction would
be used to advance fund the insurance premiums
for the next three years, which would be based
on the liability exposure as quantified by the
OGR Model. OGR would negotiate with the
insurance carrier to discount the premiums,
consistent with the OGR Model.
(c) Process for Ultimately Paying healthcare Claims:
The OGR Model would not change the specific
process of how the organization ultimately pays
its healthcare costs. It should be emphasized that
the OGR Model is a risk management tool,
requiring neither any changes to the organization’s
substantive administration of healthcare, nor to
the employee workforce.
– Self-Funded Organizations: If the organization
is self-funded, the Trust would pay the total
healthcare costs and would service the principal
and interest on the note or loan. In particular,
the cash from the funding transaction, plus the
employee/employer contributions and investment
income would be held by the trust to pay future
healthcare costs and service principal and interest
on the note or loan. This cash would also be
reinvested in a conservative fixed income portfolio.
– Fully-Insured Organizations: If the organization
is fully-insured, the funding transaction would
raise money to advance fund the insurance
premiums for the next three years. Consequently,
the healthcare claims would simply be processed
through the insurance carrier in the same manner
as before implementing the OGR Model.
5
Executive Summary—Advanced Funding Model
2. General Legal Structure of Implementing OGR
Model. While the OGR Model may be implemented
using various legal structures, here is a chart depicting
the general legal method:
As shown, the cash proceeds from note or loan, plus the
employee withholding and the employer contributions
and investment income keeps the trust in a fully cash
collateralized position. The trust then would pay both
variable and fixed costs and service the principal and
interest on the note or loan.
3. Modified Legal Structure—Implementation of
OGR Model by Government Organizations.
Government organizations may face additional
complexities and sensitivities relating to financing
and liabilities, which could be resolved by slightly
modifying the structure of the OGR Model, as follows.
First, a Public Financing Authority (PFA) could be
selected to actually issue short-term notes to fund
the trust. These notes would be issued “on behalf of”
the relevant governmental organization. This funded
amount would be used to pay healthcare claims.
Second, the governmental organization’s obligation
would consist of merely forwarding payments as
required under a Withholding Remittance Agreement.
Third, the relevant payments under the Withholding
Remittance Agreement signed as part of the OGR
Model could be further structured as being subject to
an “annual appropriation”, thereby preventing a liability
from arising for accounting purposes. Given no more
than an annual appropriation, no liability should be
recorded, since the issuance would be literally subject
to annual renewal by the governmental organization.
Finally, another important factor is that the annual
appropriation structure should not affect the
government organization’s debt ratios and/or debt
ratings. The OGR Model would not change financial
substance; therefore, the debt ratios should remain
unaffected. No new liabilities would be created by the
OGR Model. These strong conclusions are supported
by the fact that, in a recent $78 million deal involving
implementation of the OGR Model by Jefferson
County, Alabama, Moody’s Investors Service in
New York assigned the transaction its “Aaa” rating
(Moody’s highest rating). Moody’s assigned its rating
only after conducting an exhaustively detailed review
of the OGR Model. (For your information, a copy of
this Rating Opinion is available upon request.)
Here is a simple chart depicting the OGR Model,
implemented in the government context:
4. Advantages of OGR Model. In summary, quickly
review the bottom-line advantages of implementing
the OGR Model:
(a) The OGR Model would convert a previously
unknown volatile amount into a known and
manageable fixed cost, thereby reducing the
“surprise” potential (which is punished by Wall
Street). In turn, this would reduce the volatility
in earnings and cash flows;
(b) The OGR Model would establish an identified
budgetable flat line healthcare cost for the next
36 months. Currently it is difficult for management
to budget long term for such costs, leaving a large
hole in the organization’s strategic plan;
Variable Claims
Cash and Fixed Costs
Securities
Principal and
interest on note
or loan
Employer withholdings
+
Employer Contributions
Cash proceeds
From Note or Loan
Trust
Investment
Income
Trust:
Withholding Remittance Payment
Bond Proceeds
Withholding
Remittance
Agreement
Withholding
Remittance
Payments
Bond Proceeds
Public Financing Authority
(Issued “On Behalf Of”
Government Organization)
Bond
Investors Government Organization
(School, City, County,
State, etc.)
6
Executive Summary—Advanced Funding Model
(c) There should be a significant cash flow saving,
whether the Parent Organization has a self-funded
system or is fully insured. In a self-funded
environment, the savings relate to the time value
of money held by the Trust: The liability amount is
prefunded on a net present value (NPV) basis,
while the payments out of the Trust are subject to
significant “lag” delays of filing, processing and
verifying proper employee claim payments. This
lag between receiving cash and paying claims will
irrefutably create positive cash flows for the Trust.
In contrast, if the Parent Organization is fully
insured, the insurance premium could be
renegotiated and discounted, based on the
quantified healthcare liability amount;
(d) There would be no material out-of-pocket costs
to implement the OGR Model. The combined
employee paycheck withholdings plus parent
organization contributions would flow directly
into the trust and remain fixed for the next 36
months. Furthermore, the trust’s cash would pay
all future healthcare costs. Thus, the great
uncertainty of dealing with healthcare costs
would be eliminated;
(e) It creates long term cost control and provides the
opportunity to negotiate long term discounts with
fixed cost providers (TPAs, Re-insurance, etc.) by
advance funding;
(f) Shifts focus from a reactive to a proactive financial
management strategy;
(g) The OGR Model would add much “transparency”
to the Parent Organization’s financial statements.
In a post-Enron business world, the market demands
complete transparency in financial reporting. The
OGR Model helps meet this requirement, since no
material healthcare financial items should be left
unknown; and
(h) By virtue of having received an “Aaa” rating from
Moody’s, the OGR Model is a tried and proven risk
management tool, offering organizations the ability
to achieve favorable funding levels.
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