Ambulatory Surgery Centers: Valuation Process & Key Benchmarks

Transcription

1 Ambulatory Surgery Centers: Valuation Process & Key Benchmarks Chance Sherer, CVA Director 1 PRESENTATION OVERVIEW I. Industry Background II. III. Valuations: When and Why Types of Transactions IV. Overview of the Valuation Process V. Risk Factors VI. Key Benchmarks 2 1

2 Industry Background 3 Current Market Observations Healthcare is headed in a new direction: Accountable Care Fee-for-Service Physicians/Hospitals Acting Independently Shared Savings / Value Based Reimb. / Bundled Payments Physicians & Hospitals Collaborating ASC s Operating Independently ASC s Becoming Part of the Continuum of Care Strong Revenue Growth Cost Containment & Operating Efficiencies More Facilities/Capacity More Efficient Facilities/Consolidation 4 2

3 Drivers of Integration Valuebased Payment Hospitals Clinical Integration IDS Employment / PSA Changes in Reimbursement Other Providers (ASCs) Care Mgmt Physicians Demand for HIT/Capital 5 Ambulatory Surgery Center Industry 1 Market trends are consistent with a mature industry Mergers & Acquisitions on the rise 2 Signs of weakness in same center volume trends Focus on cost containment 3 Continued managed care reimbursement pressure shift toward high deductible health plans 4 Uncertainty regarding healthcare reform s long-term impact on ASCs Independent ASCs may not have leverage with changing reimbursement models 6 3

4 Valuations: When & Why 7 Fair Market Value Fair Market Value ( FMV ) The only premise of value to meet the Anti-Kickback Statute and Private Inurement Regulations Both for-profit and not-for-profit healthcare providers that accept payments from government programs (i.e. Medicare) must ensure that exchanges between them and other providers meet FMV standards Definition of FMV (IRS Revenue Ruling 59-60): Theprice,expressedintermsofcash equivalents, at which a property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arms length in an open and unrestricted market, when neither is under compulsion to buy nor to sell, and when both have reasonable knowledge of the relevant facts. 8 4

5 Why a Valuation is Needed Both for-profit and not-for-profit that accept payment from government programs Private inurement for 501(c)(3) organizations Regulatory Compliance Anti-Kickback Statue safe harbors exist, but are complicated Stark implications - Commercial Reasonableness test 9 Regulatory Compliance ANTI-KICKBACK STATUTE (42 USC 1320A-7B(B)) Prohibits referrals from anyone Intent: Required Penalties: Criminal / Civil & Admin Fine up to $25k per, 5 year prison term, False Claims Act liability, treble damages STARK LAW (42 USC 1395NN) Prohibits referrals from physicians or designated health systems Intent: Strict Liability Penalties: Civil Refund obligation, False Claims Act liability, treble damages 10 5

6 Type of Transactions 11 Premise of Value Fair Market Value Between a willing buyer and willing seller Strategic/ Synergistic Generate more value posttransaction Investment Highest-and-best use, equal to market value Fair Value Orderly transaction between market participates Control Value: Value a controlling level of interest, usually greater than 50.0% Minority Value: Value a minority level of interest, usually equal to or less than 49.9% 12 6

7 Control vs. Minority Transactions Control Level Supply and demand: many buyers + fixed supply = higher pricing More buyers = almost all terms are negotiable Smarter sellers: highest price isn t winning deal, if strategic considerations Result: Seller s market Minority Level Supply and demand: Many sellers (ASC s) + limited supply (physicians) = stable / reduced pricing trends. Alternative investment risk: share price vs market alternatives ASC Valuation Trends Control Multiples Minority Multiples Present 13 Reasons for Control Transactions Demand for acquisitions is high: Need for ASC management companies to exhibit growth On average, same center performance provides low single digit growth Look for continued consolidation of operators Hospitals are in the buyers market, but strategy driven Buyers and strategies are different, and make a difference Lots of action in the ASC market = good place to be in era of healthcare reform 14 7

8 Buyers in Control Transactions Hospitals/ Health Systems Mgmt Companies/ Operators Surgery Centers Physician-owned Hospitals Strategic Financial / Strategic Strategic Strategic In Market In / Out Market In Market In Market Driven by: Physician Growth by Typically cashless Can address POH alignment, OP acquisition merger capacity constraints network expansion, ORs maxed out, etc. JV s with hospitals/ systems Target usually struggling or at Difficult due to limited physician Reimbursement leverage vs. HOPD Competing models/ abilities capacity equity 15 Control vs. Minority Summary Control Transactions Sellers market many buyers competing for deals Strategy is winning too price isn t the whole story Minority Transactions Buyers market many opportunities for physicians Documenting FMV increasingly important Value Drivers Cost containment Possible new procedures Affiliation, sale, re-syndication, etc. 16 8

9 Overview of Valuation Process 17 Valuation Process Investigation Analysis Valuation Documentation Conduct interviews with key management concerning past, present, and prospective operating results Analyze the historical operating and financial data in order to gain an understanding of the operations Estimate the fair market value of the Center according to the appropriate valuation methodology Generate a summary letter that will outline our investigation and findings 18 9

10 Information Request Financial statements: Income Statements and Balance Sheets Used to analyze historical operations of the center Operational reports: case volume, gross charges, and net collections by specialty Used to understand sources of revenue for business Payor mix, measured by volume or net collections Identifies sources of revenue for the business Staffing roster Facility lease information Fixed asset listing, including the current net book value Operating agreement Ownership roster/structure Managed Care contracts Accounts Receivable Aging report 19 How Value is Measured COST APPROACH INCOME APPROACH MARKET APPROACH Provides a floor for value Tangible Assets + Identifiable Intangibles Discounted cash flow value Measure future benefits of ownership Analyze transaction values of comparable companies 20 10

11 Cost Approach Also known as the asset or build up approach, is a method that attempts to value a business by identifying and valuing each tangible and intangible asset COST APPROACH Can be considered to provide a floor or lowest minimum value related to a business INCOME APPROACH Under this approach, the identified tangible and intangible assets are valued based on the cost associated with recreating each asset MARKET APPROACH 21 Income Approach COST APPROACH Discounting of several future periods net cash flow (the discounted cash flow method) which allows for the forecasting of a finite period of annual net cash flows An important assumption of any method of the Income Approach is that the business or asset being valued remains a going concern INCOME APPROACH This approach is based on the fundamental valuation principle that the value of a business is equal to the present value (or worth) of the future benefits of ownership MARKET APPROACH 22 11

12 Market Approach COST APPROACH INCOME APPROACH Estimates value by comparing the value of similar assets, securities or services traded in a free and open market to the subject asset The underlying premise is the economic principle of substitution assets of similar utility should have similar value Uses relative value measures such as multiples, which are factors by which some fundamental financial variable is multiplied to derive a value indication MARKET APPROACH 23 Risk Factors 24 12

13 What Risk Factors Affect Value Facility & Equipment Age / Condition Legal / Partnership (Non Compete) Financial Leverage (Debt Load) Stable Past Performance (Longevity) Healthcare Reform Physician Diversification Barriers to Entry (CON) Reliance on Non Owner Physicians Service Line Diversification Market Competition Out of Network Exposure 25 Key Benchmarks 26 13

14 Surgery Center Benchmarks Case Volume Accounts Receivable Reimbursement Operating Margins KEY BENCHMARKS Payor Mix Facility Costs Salaries & Wages FTE Hours Per Case 27 Surgery Center Benchmarks Case Volume Breakdown Total Cases per Center 4,258 Total Cases per Center per Day 17.0 Surgical Cases per Operating Room 3.0 per Day Non-Surgical Cases per Procedure 3.4 Room per Day % of Cases performed by Top % Physicians Pain Management 13% Otolaryngology 7% Plastic Surgery 4% Podiatry 3% Urology Other 3% 1% Gastroenterology 27% General Surgery 6% Orthopedics 16% Oral Surgery 1% Ophthalmology 16% OB/GYN 3% 28 14

15 Surgery Center Benchmarks Revenue per Case by Specialty Gastroenterology General Surgery OB/GYN Ophthalmology Oral Surgery Orthopedics Otolaryngology Pain Management Plastic Surgery Podiatry Urology Other Net Revenue Gross Charges 29 Surgery Center Benchmarks 4% WORKER S COMP 2% SELF PAY 3% OTHER PAYORS 24% MEDICARE 59% COMMERCIAL PAYOR MIX 3% OTHER PAYORS 30 15

16 Surgery Center Benchmarks 31 Surgery Center Benchmarks 32 16

17 Surgery Center Benchmarks 60.0% 55.0% Accounts Receivable Aging 50.0% 40.0% 30.0% 20.0% 16.7% 13.1% 10.0% 7.7% 5.1% 0.0% 0 to 30 days 31 to 60 days 61 to 90 days 91 to 120 days Over 120 days Median = 32 days in accounts receivable 33 ANY QUESTIONS? 34 17

18 THANK YOU COMPANY ADDRESS 2515 McKinney Avenue Suite 1500, Dallas, Texas TELEPHONE (972)