I hope everyone had a Merry Christmas or Happy Hanukkah! As 2023 approaches, NC Medicaid is being overhauled…again! Medicaid reform is never smooth, despite the State. NC is no different. When NC Medicaid reformed in 2013, I brought a class action lawsuit against Computer Science Corporation, which created NCTracks, and DHHS, NC’s “single state entity” charged with managing Medicaid. Seeblog.
The new start date for NC Medicaid Tailored Plans is April 1, 2023. Tailored Plans, originally scheduled to launch Dec. 1, 2022, will provide the same services as Standard Plans in Medicaid Managed Care and will also provide additional specialized services for individuals with significant behavioral health conditions, Intellectual/Developmental Disabilities and traumatic brain injury.
While the start of Tailored Plans will be delayed, specific new services did go live Dec. 1, 2022.
The following organizations will serve as regional Behavioral Health I/DD Tailored Plans beginning April 1, 2023:
Aetna is a managed-care provider, one of eight entities who submitted proposals for Medicaid managed-care services. The Committee issued its recommendations on January 24, 2019, which identified four statewide contracts for Medicaid managed care services to be awarded. On February 4, 2019, DHHS awarded contracts to WellCare of North Carolina, Inc. (“Wellcare”), Blue Cross and Blue Shield of North Carolina (“BCBS”), AmeriHealth Caritas of North Carolina (“AmeriHealth”), and UnitedHealthcare of North Carolina, Inc. (“United Healthcare”). DHHS also awarded a regional contract to Carolina Complete Health, Inc.
However, two private insurance failed to get awarded NC contracts.
Aetna, along with the two other entities who were not awarded contracts, protested DHHS’ contract by filing contested case petitions in the Office of Administrative Hearings (“OAH”). Aetna filed its contested case petition and motion for preliminary injunction on April 16, 2019. The Administrative Law Judge (“ALJ”) denied Aetna’s motion for preliminary injunction on June 26, 2019. The ALJ consolidated all three petitions on July 26, 2019. It rose to the Court of Appeals, where it was thrown out on a technicality; i.e., failure to timely serve Defendants. Aetna Better Health of N. Carolina, Inc. v. N. Carolina Dep’t of Health & Hum. Servs., 2021-NCCOA-486, ¶ 4, 279 N.C. App. 261, 263, 866 S.E.2d 265, 267.
The Court stated, “Here, Aetna failed to timely serve DHHS or any other party within the “10 days after the petition is filed” as is mandated by N.C. Gen. Stat. § 150B-46. Prior to serving DHHS, Aetna amended its Petition on 12 October 2020 and served its amended Petition the same day. Aetna argues “the relation-back provision of Rule 15(c) allows the service of an amended pleading where the original pleading was not properly served.” What a silly and mundane reason to have their Complaint dismissed due to the oversight of an attorney or paralegal…and a great law firm at that. Just goes to show you that technical, legal mistakes are easily done. This career in law in the Medicare/Medicaid realm is not simple.
The upcoming transformation in Medicaid will probably not be smooth; it never is. But we shall see if Medicaid reform 2023 works better than 2013 reform. We can hope!
State health officials announced today that the state- and Medicaid-funded Local Management Entities/Managed Care Organizations providing mental health, intellectual and developmental disability and substance use services to North Carolina citizens will be consolidating into four service regions across the state.
Further consolidation will improve quality of services, accessibility, accountability and long-term sustainability.
“I’m a strong believer in LME/MCOs,” said Rick Brajer, Secretary of the Department of Health and Human Services. “These populations deserve dedicated management.”
The newly consolidated service areas are:
North Central Region: CenterPoint Human Services and Cardinal Innovations Healthcare Solutions will be merging
South Central Region: Sandhills Center and Alliance Behavioral Healthcare will be merging
Eastern Region: Eastpointe and Trillium Health Resources will be merging
Western Region: Partners Behavioral Health Management and Smoky Mountain LME/MCO will be merging
Unintentionally, I misrepresented the Benchmark panel discussion on which I appeared last Thursday. See blog. I thought that I would be sitting on the panel along with MCO representatives. I honestly cannot tell you from where I got this idea. Maybe it was a subconscious desire. Regardless, the panel discussion was about merges and acquisitions among behavioral health care providers. While the subject of managed care organizations (MCOs) did come up, managed care was not the primary subject. And the only MCO representative that I saw was Smokey Mountain’s attorney.
Nevertheless, the panel discussion went fantastic and was informative for those who attended. I will summarize the panel discussion here for those who could not attend. First, if you are a behavioral health care provider in NC, joining an association, such as Benchmarks, is an asset. Not only do you get the benefit of attending educational programs, but you also have the opportunity to meet other behavioral health care providers across the state at the events. You never know the potential relationships that could be created by attending a Benchmark event.
Going back to the panel…
There were 5 people sitting on the panel. Besides myself, the panel consisted of Robert Shaw, Senior Counsel with me at Gordon & Rees, Frank Williams, a broker who facilitates mergers and acquisitions for health care providers, and two CEOs of health care providers who have undergone successful mergers and/or acquisitions.
The general consensus of the panel was that the future of behavioral health care will be larger companies which offer multiple services, instead of mom and pop shops that provide few types of services. The panel was intended to bring potential mergers/acquisitions together in one venue and to educate the providers on “Do’s and Don’ts of Merging/Acquiring,” which is summarized below.
This consensus is generally derived from the MCO atmosphere here in NC. Right or wrong, the MCOs are operating in closed networks and have the financial incentives to save money by contracting with fewer providers and decreasing authorizations for Medicaid services requested by Medicaid recipients. See blog. And blog. And blog.
The MCOs seem to be terminating or refusing to contract with smaller health care providers, which, in turn, incentivize small health care providers to join other providers in order to grow its footprint.
Merging or acquiring a company is similar to partnering with another person in marriage. Both parties have to familiarize themselves with the other’s habits, expectations, learn the other’s faults/liabilities, and, ultimately, have to work together on projects, issues and other matters. And as we can discern from today’s high divorce rate, not everyone lives happily ever after.
Some marriages, as well as mergers, simply do not work. Others live happily ever after.
The two provider panelists shared successful merger/acquisition stories. Both shared experiences in creating new and larger entities effectively. Both panelists were happy with the mergers/acquisitions and hopeful as to what the future will bring both new entities.
But all mergers and acquisitions do not have happy endings. The two entities do not always live happily ever after.
Robert and I shared a story of an acquisition from Hades. There is no other way to describe the outcome of the acquisition.
The story of these two companies begins with the fact that the companies leased space in the same building. One company was on floor 2 and the other was on floor 1. The staff knew each other in passing.
The problem with the merger of these companies stemmed from a difference in culture.
Theoretically, the two companies did everything right. The owner of the company getting acquired agreed to stay and work for the company buying it in order to ensure consistency. The buying company agreed to hire all the seller’s employees at their current salaries. The acquisition was to be seamless.
The problems arose when news of the acquisition passed to the employees. There was genuine discontentment with the arrangement. The employees from the seller reacted with hostility and resentment. Prior to the acquisition, the seller was fairly lax in regulatory compliance. For example, if a service note was not drafted and filed the date of services….eh?…not that big of a deal. Well, the buyer had strict document compliance rules for daily service notes. Anytime more stringent policies are enacted on employees, there is sure to be a negative reaction. The buyer also expected the seller’s employees to provide more services for the same salary received before the acquisition.
There was no legal or logical step omitted in the acquisition of the one company to the other. On paper, the acquisition should have been successful. But, then, personalities got in the way of happily ever after.
The other panelists offered great advice as to mergers and acquisitions, both from the providers’ view and a broker’s view. I have compiled the advice that I recall below. I have taken the liberty to provide analogous dating advice, as well, since marriages and mergers/acquisitions are so similar. Hope it helps!!
Do’s and Don’ts of Mergers/Acquisitions
Do not let the secret out.
One provider panelist explained that if your employees learn of a possible merger/acquisition, they will kill the deal. Confide only in the CEO of the firm of which you are looking to merge, acquire, or sell. Those dating: Never tell other that you want to marry (until the appropriate time).
Look outside your catchment area.
The reason companies merge/acquire is to grow. Think of potential companies outside your own catchment area to grow even more. For example, if you are in Alliance’s catchment area, think of merging with a company in ECBH/Eastpointe’s area. Those dating: Have you exhausted your resources? Think of others, such as church, Match.com, etc.
Do your due diligence
This is a task as important as the oxygen you breath. The last thing that you want is to acquire or merge with a company that owes $500,000 in employment taxes or an alleged overpayment. Part of due diligence will be to check the credentials of every single staff member. If someone is acting in the role of a LCAS, ensure the person is appropriately licensed. Those dating: Is he/she employed? Have significant debt?
Review the other company’s documentation policies
This could be lumped into the due diligence section, but I think its importance is worth emphasizing. Whatever service(s) the other company provides, what are its policies as to documentation? Does the provider have a computer program to maintain electronic health records (EHR)? Does it employ paper copies? Does the other company require the providers to submit daily service notes? Look at your own documentation policies. Contemplate whether your own documentation policies would mesh well with the other company’s policies. Those dating: How does your potential partner document spending, taxes, and calendared events?
Analyze both company’s corporate culture
Merging or acquiring a company is difficult in many ways, but it’s also hard on staff. Imagine walking into work one day and you notice that the staff had doubled…or tripled. And you and your colleagues are being told what to do by someone you never met. This is not an uncommon occurrence with mergers and acquisitions. Sometimes accepting change of supervision or team members can be a bitter pill to swallow. How will you work through employee issues? Personality clashes? Ego fights? Those dating: Analyze both person’s personalities, dispute resolutions, religion and beliefs. Do you like his/her friends?
In addition to the potential conflicts with employees that stay with the merged entity, you also need to contemplate which employees, if any, may, potentially leave the new entity. Disgruntled employees are a liability. Those dating: How does he/she treat ex-partners?
Research the company’s relationship with its MCO
In our current MCO atmosphere, it is imperative to know, before merging or acquiring, whether the company has a good relationship with its MCO. What if you acquire the company and its MCO refuses to continue to contract with the new entity. Knowing the company’s relationship with the MCO is not an absolute. As in, the company may believe it to have a good relationship with the MCO, while, in truth, it does not. Ask to review some correspondence between the company and the MCO to discern the tone of the communications. Those dating: How does he/she treat his/her mother/father?
Surround yourself with knowledge
Have a broker and an attorney with expertise in Medicaid. Those dating: What do your friends think?
To watch the video of me speaking as a panelist for Benchmark, click here. Scroll down until you see the video with Robert and me.
Our General Assembly is pushing for the managed care organizations (MCOs) to consolidate and/or morph. Consolidating the MCOs makes fiscal sense for our state, but if I were executive management at an MCO, I would be be anxiously awaiting direction from our General Assembly. A metaphoric 3-4 chair game of”Musical Chairs” is proceeding with 9 (now 8) players. Five to six players will have no chairs when the music stops.
Senate Bill 703 proposes 3 statewide MCOs. Senate Bill 574 seems to incorporate provider-led capitated health plans, but is unclear as to the exact model. Senate Bill 696 seems to create a symphony of provider-led and nonprovider-led, risk-based entities. Senate Bill 568 contemplates licensed commercial health insurers offering health care plans.
No one really knows how many MCOs will remain in the end…if any. Regardless, what the number of existing MCOs in the future will be, there is little dispute that the number will be fewer than the number of MCOs that exist now.
In an atmosphere where there is supposition that there are too many people or companies and that only a few will remain, competition brews. People/companies are forced to strategize if they want to survive.
Think about the childhood game, “Musical Chairs.” You start with a large group of people, but with one less chair than the number of people. The music plays and the players meander around at a relatively slow pace, around and around, until the music stops. And what happens when the music stops? The people scramble for a chair. The person left standing is “out” and must sit on the sideline.
We have 9, soon to be 8, MCOs in NC right now. And the music is playing. But which MCOs will be left standing when the music stops?
Here is a map of our current MCOs:
As of July 1, CoastalCare and East Carolina Behavioral Healthcare (ECBH) will be merged. We will be down to 8 MCOs. Which means that the light blue on the bottom right hand side of the map will merge with the bright yellow on top right hand side of the map.
Mecklenburg county, which houses most of the Charlotte area, was not always light purple. It recently merged with Cardinal Innovations.
Partners (light yellow) and Smokey Mountain (dark blue) had serious discussions of a merger until, recently, when both walked away from negotiations of merger.
Why should it matter whichMCOs are in existence or how many? Theoretically, it shouldn’t. These MCOs are created in order to manage behavioral health care (Medicaid services for those suffering from substance abuse, mental illness, and developmentally disabled), not to make a profit, right? The only issue of importance should be that medically necessary behavioral health care services are rendered to Medicaid recipients in the most efficient and most effective manner.
Yet competing interests come into play.
Think about it…each MCO employs hundreds of people. Each MCO has a CEO, who is not working for free. Generally, unless other arrangements have been negotiated, there can only be one CEO per MCO. When there are 2+ MCOs merging with 2 CEOs and only 1 “chair” for 1 CEO, it can seem like “Musical Chairs.” Multiple people are vying for one “chair.”
The money at issue for behavioral health care in NC is not a small amount. It is likened to a fire hose spouting money. We have a Medicaid budget in NC of approximately 14 billion dollars. To put it in perspective, with $14 billion dollars, you could purchase the LA Lakers 14 times. This is how much money we spend on Medicaid every year. It is really quite staggering when you think about it.
As every North Carolinian learns in the 6th grade, North Carolina is composed of 100 counties. The estimated Medicaid budget of $14 billion is allocated across 100 counties and among approximately 1.9 million Medicaid recipients.
When it was decided to implement the MCOs across the state, about 2012-ish (we actually obtained permission from CMS for the waiver years prior to 2012, but we began with a pilot and did not implement the MCOs statewide until 2012-13), we found ourselves, initially, with eleven MCOs, and now we have 9…soon to be 8.
The newly merged entity of CoastalCare and ECBH (CC+ECBH) will manage state funds and Medicaid dollars for behavioral health services across 24 counties in eastern North Carolina. In other words almost ¼ of the Medicaid budget will be handed to CC+ECBH, leaving approximately ¾ of the Medicaid budget for 7 other MCOs (the budget is determined by number of recipients, so I am assuming, for the purpose of this blog, that more counties mean more people).
The amount of counties controlled by the remaining 7 MCOs are as follows:
Looking at the chart above, it would appear that Smoky and CC+ECBH will manage almost 1/2 the state’s behavioral health care for Medicaid.
Prior to the 1915 b/c Waiver allowing the MCOs to manage behavioral services for Medicaid recipients in NC, DHHS managed it. (Obviously ValueOptions and other vendors had a part in it, but not with actual management). As the single state agency for Medicaid, DHHS cannot delegate administrative duties to contracted parties without a “Waiver,” or permission for an exception from the federal government, or, more specifically, the Center for Medicare and Medicaid Services (CMS).
Prior to the 1915 b/c Waiver, we did not have 9 companies with hundreds of employees managing behavioral health care for Medicaid recipients. We had DHHS, which employs approximately 18,000 employees. To my knowledge DHHS did not terminate those employees who were in charge of behavioral health care issues in order to compensate the creation of new companies/employees. In other words, say 1000 people at DHHS devoted their time to issues arising our of behavioral health care. Once we had an additional 9 (well, 11, at first), those 1000 employees were not asked to join the MCOs. Maybe some did, but, to my knowledge, there was no suggestion or incentive or requirement to leave DHHS and go to an MCO (to shift the administrative burden).
When we created an additional 9 (well, 11 at first) companies to, essentially, take over behavioral health care…
We created more administrative costs, in order to lift the risk of overspending the Medicaid budget off the state. It is estimated that America wastes $190 billion in excess administrative costs per year.
In theory, consolidating the MCOs would decrease administrative costs by having fewer paid employees, not dissimilar to why MCOs want a closed network. See blog. Again, in theory, having fewer MCOs may create a more consistent statewide manner in managing behavioral health care.
Assume for the purpose of this blog that each MCO employs 100 people (which is a very low number) and each employee is paid $50,000, then the administrative cost associated with delegating behavioral health care to MCOs equals $500,000, counting only employee salaries. Multiple that number by 9 (number of current MCOs) and you get an increased administrative cost of approximately $4.5 million dollars per year, not counting the additional overhead each MCO bears (rent/mortgage, equipment, salary benefits, health care benefits, etc.). Plus you have to include the top management’s salaries, because you know the executives are receiving more than $50,000/year.
What motivated us to implement a MCOs system? With an MCO system, the General Assembly is able to allocate funds for Medicaid and place the risk of going over the budget on the MCOs, not the state. This is a completely understandable and reasonable objective. It is without question that the Medicaid budget is swelling to the point of unsustainability.
However, are we trading “control/supervision” for “knowability?” Are we also trading “risk” for “higher administrative costs,” which, in turn, equals less Medicaid dollars for providers and Medicaid recipients? Every dollar paid to an MCO employee is a dollar not going to a health care provider to reimburse for services.
For these reasons, the government’s push for consolidation of the MCOs is astute. Fewer MCOs = less administrative costs. Fewer MCOs = easier supervision by DHHS.
Less administrative costs = more Medicaid dollars going to providers…to serve our most needy. Because, at the end of the day, the most important issue when it comes to Medicaid is providing quality care for recipients.
It is no matter whichentity controls/manages behavioral health care for Medicaid, because regardless the entity, that entity should be managing our tax dollars in the most efficient way that provides the best quality to services to those in need.
“Around and around we go, when we stop? Nobody knows…” But we do know this…when the music stops, there will be scrambling!
Remember the song “10 Little Monkeys Jumping on the Bed?”
Ten little monkeys jumping on the bed.
One fell off and broke his head.
Mama called the doctor and the doctor said,
“No more monkeys jumping on the bed!”
I used to love that song as a kid. I have two siblings and I distinctly remember our jumping-on-the-bed-game-while-trying-to-push-the-others-off-game. Many times we would sing “10 Little Monkeys Jumping on the Bed,” while trying to push our siblings off the bed.
Here in North Carolina we started with 11 managed care organizations (MCOs) across NC to manage behavioral health care for Medicaid recipients.
Rumor has it that Centerpoint Human Services (Centerpoint) and MeckLINK Behavioral Healthcare (MeckLINK) are on the brink of nonexistence. “One fell off and broke his head.”
Centerpoint and MeckLINK are, however, moving forward to nonexistence in entirely different ways. Centerpoint is looking to merge with two MCOs. Both Partners Behavioral Health Management (Partners) and Smoky Mountain Center (SMC) are getting updates as to Centerpoint’s merger plans. Will Centerpoint break up its catchment area and merge with 2 MCOs? Or are those 2 MCOs the contenders? Not sure. But either way, Centerpoint will be eliminated in the near future.
If SMC absorbed Centerpoint entirely, SMC will be HUGE!!
SMC began with Alexander, Alleghany, Ashe, Avery, Caldwell, Cherokee, Clay, Graham, Haywood, Jackson, Macon, McDowell, Swain, Watauga and Wilkes Counties (15 counties). Then SMC ate up WHN and acquired Buncombe, Henderson, Madison, Mitchell, Polk, Rutherford, Transylvania and Yancey counties. (15 + 8 = 23 counties).
Centerpoint manages behavioral health care for Forsyth, Stokes, Davie and Rockingham counties.
(15 + 8 + 5 = 28 counties). Over 1/4 of NC’s counties. The MCO map would be dominated by dark blue, and, as North Carolinians, let me ask you, do we want our state dominated by dark blue? What about Wolfpack red?
Here is the MCO map, as of October 2013:
Partners’ catchment area is light yellow and includes Burke, Catawba, Cleveland, Gaston, Iredell, Lincoln, Surry, and Yadkin counties (all in the west and bordering SMC’s catchment area). If SMC continues to expand, like Stephen King’s “The Blob,” SMC may ooze into Partners.
Unlike Centerpoint, at least on paper, MeckLINK is not willingly jumping off the bed and breaking its head. MeckLINK is the only MCO run by a county (Mecklenburg county). See the lone red county? In May, state lawmakers passed a bill that says a county can’t run its own organization. Mecklenburg County Commissioners voted last Tuesday to work out a deal with Cardinal Innovations Healthcare Solutions (Cardinal) or dissolve MeckLINK when its contract expires next April.
Cardinal’s catchment area is purple and includes 15 counties.
But do not underestimate the power of usurping MeckLINK, even though it is only one county. Mecklenburg county is one of NC’s most populous counties, which means it receives a hefty Medicaid budget.
Ten little MCOs jumping on our heads
One fell off; its assets in the reds,
DMA called the doctor and the doctor said
No more MCOs jumping on our heads.
Nine little MCOs jumping on our heads…
So which MCOs will survive? How soon until we only have 8 MCOs? Will all the MCOs be replaced with out-of-state, huge MCOs? Will the future MCOs manage all Medicaid services? Will there be carve-outs? These are unanswered questions as we embark into the future of NC Medicaid managed care.
One thing we do know is we started with 11 MCOs (all of whom were deemed solvent and competent by a state contractor) and, not even 1 year later, WHN falls…MeckLINK falls…and Centerpoint falls.
Maybe the 11 MCOs were not solvent and competent in the first place. Why else would the MCOs keep jumping off and breaking their heads? Silly monkeys.
Knicole C. Emanuel is an attorney at Practus, LLP in Raleigh, NC where she concentrates on Medicare and Medicaid regulatory compliance litigation. See legal disclaimer @ "About Knicole."
Follow her on Twitter at @medicaidlawnc.