On Medical Practice [Business] Succession Planning

A Process of Financial Steps

By Dr. David Edward Marcinko, MBA CMP™

[Editor-in-Chief]

http://www.CertifiedMedicalPlanner.org

Succession planning is a dynamic process requiring current ownership and management to plan the medical practice or company’s future, and then implement the resulting plan. As a financial planner and advisor myself, I see many doctors and clients approach business [practice] succession planning initially through retirement planning. Once they understand the issues and realities of the tax laws, they are much more amenable to working out a viable succession plan. Many doctors and other clients have not clearly articulated their goals, but have many pieces of the plan that need to be organized and analyzed by the financial planner to meet their objectives, including both personal and financial issues.

A Step-Wise Process

The steps necessary for successful succession planning are as follows:

• Gathering and analyzing data and personal information

• Contacting the doctor [client’s] other advisors

• Valuing the medical practice or business

• Projecting estate and transfer taxes

• Presenting liquidity needs

• Gathering additional corporate information

• Identifying dispositive and financial goals

• Analyzing the needs and desires of nonfamily key employees

• Identifying potential ownership, physician-executive and/or management successors

• Making recommendations, modifying goals, and providing methodologies

• Assisting the doctor-client in implementation

Gathering and Analyzing Data and Personal Information

The first step in data collection is talking to the doctor or client, and explaining the process of gathering data. Most successful financial planners use a questionnaire to be sure to address all important information. The planner should gain an understanding of the interrelationships between the practice, family and the business and address each of these areas as separate parts of the same equation. Finding out how the practice or business operates and why it operates that way can help the planner determine whether change is necessary and how to go about implementing it. Other important elements to address include the environment in which the practice [business] operates, potential flaws in the current structure and operations, appropriate levels of key-person life insurance coverage, investment asset diversification, prior estate planning efforts, and existing legal contracts that may need modification.

A Timely Process

It may take some time, from weeks to months, for the client to gather the required information. The planner should be encouraging and should periodically check on the doctor-client’s progress. If it appears that the client may not be motivated to complete the questionnaires independently, the planner should schedule an appointment to help the doctor-client finish. The client may create obstacles because he or she does not want to talk about death or relinquish control of the practice or business. These are delicate topics, and the financial planner cannot force the client to face them. Still, the consequences of not carrying out personal financial and estate planning can be explained.

Understanding the Practice or Business

To be most helpful to the doctor-client, the financial planner must understand the client’s medical practice or business. Reviewing the history of the company, getting acquainted with its current operations, and becoming familiar with the industry is important. By reviewing financial statements, income tax returns, business plans, and all pertinent legal documents, the planner will be able to identify key areas to focus on during the engagement. Understanding the patient or customer base of the business is also important. For example, exploring the impact of the principal’s death on the patient [customer] base helps the financial planner understand what changes could occur in the business after the physician-owner’s death.

Fair Market Valuation

Next, the planner must translate the balance sheet to current fair market values and analyze the debt, capital structure, and cash flows. A review of accounts receivable, inventory, and any fixed assets should be included to determine whether there is sufficient collateral for a leveraged buy-out or other estate planning technique for succession planning. Also, the cash flow should be reviewed to see if new fixed payments such as debt repayments or dividend distributions could be made.

Contacting the Doctor-Client’s Other Advisors

After gathering the documents, it’s a good idea for the planner to contact the client’s attorney, accountant or tax advisor, bank or trust officer, insurance advisor, investment advisor, stockbroker, and other business advisors. As many key advisers as possible should be contacted early in the engagement to create a spirit of cooperation. A planner will benefit by creating team harmony and establishing himself or herself as the team leader. Additionally, a planner could be engaged by these professionals in the future, and a planner is a valuable source of referrals.

Valuing the Medical practice of Business

The next step in the succession planning process is computing the value of the practice or business. It may surprise the planner to hear what the doctor or client perceives as the value of the [practice] business at the beginning of the engagement. Likewise, the client may be surprised to hear what value could be placed on the business for estate tax purposes. The goal in valuation is determining the price at which the business would change hands between a willing buyer and a willing seller, assuming:

• The buyer is not under any compulsion to buy.

• The seller is not under any compulsion to sell.

• Both parties have reasonable knowledge of the relevant facts.

Revenue Ruling 59-60 (1959-1, CB 237

The IRS issued Revenue Ruling 59-60 (1959-1, CB 237), which lists several factors to be used in valuing a business:

• Nature and history of the practice or business

• Economic outlook and condition of the healthcare industry

• Book value and financial condition of the practice or business

• Earning capacity of the practice or business

• Dividend-paying capacity of the practice or business

• Value of any goodwill or other intangibles

• Value of similar stocks traded on open markets

• Degree of control represented by the size of the block of stock interest

Highest and Best Use

The IRS computes a value based on the “highest and best use” of the practice or business. This means that the business will be valued by the IRS at the highest possible value that can be reasonably justified. Valuation methods include the asset approach, income approaches, and market approach.

• Asset approach:  This is primarily used for a business that is worth more if it is sold in pieces rather than as a whole. The tangible asset value is added to the intangible goodwill value.

• Income approaches:  A business as a going concern has value in its ability to produce profits in the future. These profits represent a return on the investment. The value of the business is a function of expected profits and desired rate of return.

— Discounted future earnings method:  Projected future earnings are discounted to present value.

— Discounted cash flow method:  Cash that the owner can withdraw from the business is discounted to present value.

— Capitalization of earnings method: Expected earnings are divided by the capitalization rate.

— Capitalization of excess earnings method.  Expected earnings that are not needed in the business are divided by the capitalization rate.

• Market approach: A business is worth what similar businesses sell for. Referred to as the comparable method of business valuation, this method should be used only when the comparable business is truly comparable.

Each of these primary methods has numerous variations that may provide a more desirable or justifiable value.

Assessment

When reviewing potentially taxable estates, the planner should analyze the opportunity to use favorable valuation discounts for loss of a key employee, lack of marketability, or possibly a minority discount for lack of control. Alternatively, planning recommendations can be made to avoid exposure to valuation premiums for control. The physician-owner may avail himself or herself of many of these discounts by reducing holdings to less than 50% prior to death.

Conclusion

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