ADV: Essential Form for Physician-Investors

ADV: Parts I and II Defined

Staff Writers 

An ADV is a form that is kept on file with the Securities & Exchange Commission [SEC]. It contains critical financial information about a Registered Investment Advisor (RIA), and/or an RIA representative.  

A Two-Part Form:  

Part 1: Discloses specific information about an RIA that is important to regulators (name, number of employees, form of the organization, nature of the business, etc.). 

Part 2:  This part acts as a disclosure document for clients of the business entity and includes information such as services provided and fees levied, whether the investment advisor acts as a broker-dealer and transacts securities, and so on. It is also known as the Uniform Application for Investment Advisor Registration.

To request a copy of Form ADV you can usually contact the SEC branch closest to you. Even better yet; be sure to request it before you invest with any “advisor” or firm.

And so, have you ever invested without reviewing this form; and how did it work out for you? Were you even familiar with this important form before reading this post?

 

 

The Medical Office Appraisal Process

Understanding Different Methodologies

 By Dr. David Edward Marcinko; MBA, CMP™

By Hope Rachel Hetico; RN, MHA, CMP™

Much needs to be done before a medical practice can be sold for a premium. In fact, the following should be done before the actual practice appraisal process even begins:

· Choose an appraiser who understands the managed health care industry.

· Acquire historic financial information and consolidated financial statements, operating statistics, tax returns, CPT®, utilization and acuity rates.

·Eliminate one-time, non-recurring expenses, adjusted or normalized for excessive or below normal expenses.

·Understand key assumptions used in financial projections. 

Know USPAP Rules

According to Bridget Bourgeois CPA – a former medical practice valuation specialist from the American Appraisers Association – the IRS first issued guidelines in 1995, suggesting that appraisers use the general methods of the Uniform Standards of Professional Appraisal Practices.  USPAP recognizes three approaches to medical practice valuation: the income method, market method and cost method. Very few physicians are aware of them. 

[1] Capitalization Method 

The excess earnings or capitalization method estimates value by dividing normalized historical or current income by an appropriate rate of return for the buyer. This method does not require assumptions.

Discounted Method: 

Discounted cash flow analysis requires assumptions to estimate practice value by discounting future net cash flows to their present worth based on market rates of return required by an investor. Understanding some of the key assumptions produce a meaningful estimate of practice value:

·Projections of future practice revenues, productivity, reimbursement trends and shifts in payer mix.

·Projections of practice cost structures and projected physician compensation.

·After-tax practice cash flows.

·Reinvestments to replace equipment or other assets.

·Residual practice value at the end of the forecast period.

·Discount rate based on the practice specific weighted average cost of capital.

·  Practice efficiencies, operations and competitive market conditions 

The DCF analysis consistently produces higher values than other methods of estimating practice value because there may be supportable reasons to forecast improvements in future practice performance. 

[2] Marketplace Multiples 

Market transaction multiples are ratios developed by correlating actual practice sale prices to key practice performance measurements. Common multiples include comparisons of sale price to revenues, sale price to earnings before interest and taxes (EBIT), sale price to earnings before interest, taxes, and depreciation allowance (EBITDA), gross revenue, net revenue, and the sale price to number of physicians.  Market transaction multiples are typically limited to serving as a benchmark for testing the reasonableness of the other approached. They are not practice specific and are probably best relegated to history. 

[3] Cost Approach 

The cost approach calls for the identification and separate valuation of all the practice assets, including goodwill, depreciated over 15 years. Moreover, the cost approach is more labor intensive than using the business enterprise analysis to estimate practice value; especially for a new practice which typically include the expenses involved in the acquisition of space, office furnishings, equipment, marketing, advertising, staff development; and losses incurred during the start-up period. This estimate of “replacement cost or cost avoidance” value represents an upper limit (or ceiling) of value, and is generally not considered useful in estimating the value of a going concern medical practice. 

Conclusion: 

If not currently contemplating the sale or merger of your clinic or medial practice; periodic valuation is still a valuable organic growth ingredient in these changing times of healthcare reform. 

Has your practice been appraised within the last three years?
For related info: The Business of Medical Practice [Advanced Profit Maximization Techniques for Savvy Doctors]
http://www.springerpub.com/prod.aspx?prod_id=23759 
Speaker: If you need a moderator or a speaker for an upcoming event, Dr. David Edward Marcinko; MBA is available for speaking engagements. Contact him at: MarcinkoAdvisors@msn.com

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The Equity Advantaged Medical Practice

Building Medical Practice Value

By Dr. David Edward Marciniko MBA

In the competitive environment an equity-advantaged medical practice is not likely going to come from adding more HMO / ACO patients as a business strategy, or shifting your target market. You do it by making your practice worth buying to someone else.

In other words, a brand identity is the hallmark of increased practice value in the future. But, just what determines practice equity since there is no magic rule of thumb?  

Creating Practice Value 

The following helpful general suggestions are offered by valuation specialist Mark Tibergien CPA, formerly of the accounting firm Moss-Adams LLP, and have been modified below for medical practitioners regardless of degree or specialty designation:

· Maintain good financial records including all consolidated accounting statements for the last three years. Learn what was budgeted, what was spent, and what was at variance. 

· Monitor key specialty financial ratios, such as profitability ratios, creditor ratios and long-term debt management ratios. Continually mine the data for useful information and then implement changes on your own behalf.

· Be profitable and think long term by retaining capital and generating a business return. 

· Eliminate unnecessary practice expenses or non-recurring costs and eliminate any special perks of business ownership.

· Have a buy-sell agreement since it spells out the manner in which a physician can buy into the practice and how the practice will buy out an owner. Typically, buy-sell agreements also cover such topics as appraisal and valuation methods, accounts receivable equalization, excess earnings (profits) distribution, buy in/out time span, interest rate ranges, goodwill rates, tax deductibility of buyout payments and a host of other issues import to the involved principals. Have it reviewed once every one to two years.

· Pay yourself a usual, customary and reasonable salary for your specialty. Otherwise practice [business] goodwill value may be built-up, or depleted. 

· Practice using the correct business form for you. This may be as either as a sole proprietor, general partnership, S corporation, professional corporation, C corporation or limited liability corporation/partnership.

· Build a transferable patient base because if you create systems that revolve around either a few managed care contracts, or even yourself, it is difficult to transfer the business to someone else. Also, if you project yourself as the medical guru for your area, patients will have a hard time accepting a new doctor or organization. By focusing on something larger than yourself, such as group practice, you will begin to develop a business that others can operate easily.

· Use proper management information systems like EMRs without spending too much on your information technology gadgetry. You do not necessarily need to become an early adopter of the newest or untested information technology systems, but do become an adopter of mature products. 

· Have a covenant not to compete, which is an agreement whereby one party commits himself to not practicing for a period of time, within a geographical area, or with members of a defined population. According to healthcare law expert Frederick Wm. LaCava; Ph.D, JD, arguments can arise because of two sets of circumstances: [1] sale of a practice, or [2] as a term of an employment agreement. The law treats the two types quite differently, favoring agreements as part of the sale of a practice, and entertaining challenges to covenants in employment contracts. 

· Understand that practice [business] goodwill is the value attributed to ongoing business name recognition, location, telephone numbers, logos and all those things which would make a potential patient come to one doctor’s office rather than another’s. The IRS recognizes it as an economic as well as a value-added benefit. 

· Unlike practice [business] goodwill, personal goodwill is attributed to a specific doctor; it has little to no value since it “goes to the grave” with its attributor.

· Maintain services, responsiveness and consistency with your patients and referring doctors. This is critical because if you do not build strong relationships with these local players, premium value just isn’t there. A new doctor will not be able to rely on those established relationships going forward.

· Maintain compliance with all appropriate agencies [HIPAA, OSHA, EMTALA, EEOC, etc].

· Identify the right buyer and make sure the buyer has the necessary capital and you are not taking all of the risks in the transaction. You may or may not want to share financial risk with the buyer and you also may want a good personality match, since your life blood probably went into building the practice and you should want it to flourish going forward. 

Assessment 

Develop a forward thinking business and appraisal plan, since all doctors should plan to sell their practices at some point in the future. By understanding how practices are valued, you can create tremendous value for yourself.

Conclusion 

Contemporary physicians have a huge opportunity to build equity value into their medical practice. Whether or not this is becomes a reality – by focusing on creating maximum value – you can still design and modify your practice to enhance its value and achieve everything dreamed about when it was first begun, many years ago.

***

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Managed Care Cost Reduction Strategies

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A Methodology Review

By Staff Writers

There are many methods that payers use to control healthcare costs – from the perspective of the practicing physician – as some are reviewed below:

Cost Control Types:

Utilization Review [UR] refers to all the ways a managed care organization or HMO attempts to assure contracted physicians use available resources in the most cost-effective ways, either through prospective, concurrent or retrospective means.

Pre-Certification [PC] is a form of prospective review, while discharge planning and case management are a form of on-site and remote case management, respectively.

All are examined in light of medical guidelines and medical standards.  

Guidelines are interventions or treatments where the outcome of therapy is considered certain, or occurs more than 80 percent of the time. Guidelines are used for the more mundane, ordinary or usual medical problems.  

Standards are interventions or treatments where the outcome of care is considered uncertain, and a favorable outcome occurs less than 20 percent of the time.

Concurrent Case Management [CCM] was specifically developed as a response to soaring medical costs since it is been estimated that one percent of the American population is responsible for 30 percent of all medical costs, and five percent is responsible for half of all costs. Some claim that case managers save between $3-7 for every dollar spent and can reduce an HMO plan’s overall costs, by one to four percent.  

Retrospective Utilization Review [RUR] consists of peer and patterns review to purge physician outliers from the system through a form of economic credentialing.

Claims Review [CR] scrutinizes medical claims for improprieties, overcharges, surcharges or mistakes. For example, individual instances of the following medical services and billing practices are not “prima facie” evidence of over utilization. Reviewed in a larger context however, they may be indicative of an abusive pattern or trend that has developed or may be evolving, like these: 

  • Bill Fragmentation: Concurrent billing for services on separate forms, or at different times, or for services considered an integral portion of the primary service or procedure (“split fee billing”).
  • Claimant Billing: Claimant payment for services normally disallowed, reduced or denied.
  • Common Referral: Excessive patient referral among similar providers, for unnecessary diagnostic tests.
  • Cross Billing: Bill submissions to different payers which would normally be reduced.
  • Double Billing: Duplicate bill submission to enhance payment.
  • Missed Modifiers: Excluding code modifiers to upgrade payment.
  • Non-Disclosure: Referral in the face of financial interest.
  • Non-Rendered Services: Billing for services not rendered or required at the level required.
  • Over-Billing: Exorbitant billing beyond UCR to third party payers.
  • Over-Itemization: Claims submission for services normally considered an integral part of the primary service (“fragmentation” or “unbundling”).
  • Over-Prescribing: Prescription of services in excess of those not considered medically necessary.
  • Over-Utilization: Performance of medically unnecessary services.
  • Substandard Care: Care or services not meeting acceptable or professional national standards.
  • Unnecessary Follow-up: Prolonged care without medical need.
  • Upcoding: Billing for services at a level greater than provided.

When faced with the above, further physician review and/or discussion with the provider/plan may be required for the amelioration of any disputes.  

What has been your experience with the dispute resolution process – friend or foe?

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Enticing HMOs for Practice Acceptance

Take Care … Your Wishes

Staff Writers   

 

When, and if, you decide to be included in an HMO network, keep in mind the following considerations just as the HMO itself considers whether or not to include your practice in their network: 

 

· Is there a local need for your practice?

· Is your practice respected in the medical community?

· Is it profitable enough so that HMOs feel sure in your future survival?

· Do you pursue a strategic plan that affords a seamless union should you decide to sell or merge at a later date.

· Do you have the HR, capital and IT service to synergize with the plan?

· Are you familiar with basic business, managerial and financial principals; including an understanding of horizontal and vertical integration, cost principals and cost-volume-profit analysis?

· Are you willing to treat all conditions and patient types in your specialty?

· Is your office readily accessible with barrier free design (OSHA)?

· Is your office HIPAA, EMTALA, EMR, etc compliant?

· Do you have the appropriate emergency resuscitation equipment?

· If a part time office, is it open at least 20 hours / week?

· Do you offer 24/7 on-call coverage?

 

Remember, you can always appeal a declination, or renegotiate a contract after expiration.

So, what is you experience in the matter?

For related info: The Business of Medical Practice [Advanced Profit Maximization Techniques for Savvy Doctors]
http://www.springerpub.com/prod.aspx?prod_id=23759