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    Dr. Marcinko is originally from Loyola University MD, Temple University in Philadelphia and the Milton S. Hershey Medical Center in PA; as well as Oglethorpe University and Emory University in Georgia, the Atlanta Hospital & Medical Center; Kellogg-Keller Graduate School of Business and Management in Chicago, and the Aachen City University Hospital, Koln-Germany. He became one of the most innovative global thought leaders in medical business entrepreneurship today by leveraging and adding value with strategies to grow revenues and EBITDA while reducing non-essential expenditures and improving dated operational in-efficiencies.

    Professor David Marcinko was a board certified surgical fellow, hospital medical staff President, public and population health advocate, and Chief Executive & Education Officer with more than 425 published papers; 5,150 op-ed pieces and over 135+ domestic / international presentations to his credit; including the top ten [10] biggest drug, DME and pharmaceutical companies and financial services firms in the nation. He is also a best-selling Amazon author with 30 published academic text books in four languages [National Institute of Health, Library of Congress and Library of Medicine].

    Dr. David E. Marcinko is past Editor-in-Chief of the prestigious “Journal of Health Care Finance”, and a former Certified Financial Planner® who was named “Health Economist of the Year” in 2010. He is a Federal and State court approved expert witness featured in hundreds of peer reviewed medical, business, economics trade journals and publications [AMA, ADA, APMA, AAOS, Physicians Practice, Investment Advisor, Physician’s Money Digest and MD News] etc.

    Later, Dr. Marcinko was a vital recruited BOD member of several innovative companies like Physicians Nexus, First Global Financial Advisors and the Physician Services Group Inc; as well as mentor and coach for Deloitte-Touche and other start-up firms in Silicon Valley, CA.

    As a state licensed life, P&C and health insurance agent; and dual SEC registered investment advisor and representative, Marcinko was Founding Dean of the fiduciary and niche focused CERTIFIED MEDICAL PLANNER® chartered professional designation education program; as well as Chief Editor of the three print format HEALTH DICTIONARY SERIES® and online Wiki Project.

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Understanding the Art of Selling Your Medical Practice

Part Two of Medical Practice Valuation

By Dr. David Edward Marcinko, MBA, CMP

By Prof. Hope Rachel Hetico, RN, MHA, CMP

www.CertifiedMedicalPlanner.org

In Part 1, we discussed how to establish fair market value (FMV) for a medical practice in the article, “Establish Your Practice’s Fair Market Value.” This time, we’ll review important terms and conditions for the sale transaction.

Valuation Types

Unfortunately, as a general rule, medical practice worth is presently deteriorating. A good medical practice is no longer a good business necessarily, and selling doctors can no longer automatically expect to extract a premium sale price. Nevertheless, appraising your medical practice on a periodic basis can play a key role in obtaining maximum value for it.

Competent practice valuation specialists typically charge a retainer to cover out-of-pocket expenses. Fees should not be based on a percentage of practice value, and may take 30-45 days to complete. Flat fees should be the norm because a sliding scale or percentage fee may be biased toward over-valuation in a declining marketplace. Fees range from $7,500-$50,000 for the small to large medical practice or clinic.

Expect to pay a retainer and sign a formal, professional engagement letter. Seek an unbiased and independent viewpoint. Buyer and sellers should each have their own independent appraisal done, using similar statistics, accounting measures, and economic assumptions.

At the Institute of Medical Business Advisors, Inc www.MedicalBusinessAdvisors.com we use three engagement levels that vary in intensity, purpose, and cost:

1. A comprehensive valuation provides an unambiguous value range. It is supported by most all procedures that valuators deem relevant, with mandatory onsite review. This gold standard is suitable for contentious situations. A written “opinion of value” is applicable for litigation support activities like depositions and trial. It is also useful for external reporting to bankers, investors, the public, Internal Revenue Service (IRS), etc.

2. A limited valuation lacks additional suggested Uniform Standards of Professional Appraisal Practice (USPAP) procedures. It is considered to be an “agreed upon engagement,” when the client is the only user. For example, it may be used when updating a buy/sell agreement, or when putting together a practice buy-in for a valued associate. This limited valuation would not be for external purposes, so no onsite visit is necessary and a formal opinion of value is not rendered.

3. An ad-hoc valuation is a low level engagement that provides a gross non-specific approximation of value based on limited parameters or concerns involved parties. Neither a written report nor an opinion of value is rendered. It is often used periodically as an internal organic growth/decline gauge.

Structure Sales Transactions

When the practice price has been determined and agreed on, the actual sales deal can be structured in a couple of ways:

(1) Stock Purchase v. Asset Purchase

In an asset transaction, the buyer will receive a tax amortization benefit associated with the intangible value of the business. This tax amortization represents a non-cash expense benefiting the buyer. In this case, the present value of those future tax benefits is added to the business enterprise value.

(2) Corporate Transactions

Typical private deals in the past involved some multiple (ratio) of earning before income taxes (EBIT)—usually a combination of cash, restricted stock, notes receivable, and possibly assumption of liabilities. For some physician hospital organizations, and public deals, the receipt of common stock can increase the practice price by as much as 40-50 percent (to accept the corresponding business risk, in lieu of cash).

Complete the Deal

The deal structure will vary depending on whether the likely buyer is a private practitioner, health system or a corporate partner. Some key issues to consider in the “art of the deal” include:

  • Working capital (in or out?): Including working capital in the transaction will increase the sale price.
  • Stock vs. asset transaction: Structuring the deal as an asset purchase will increase practice value due to the tax amortization benefits received by the buyer for intangible assets of the practice.
  • Common stock premium: The total sale price can be significantly higher than a cash equivalent price for accepting the risk and relative illiquidity of common stock as part of the payment.
  • Physician compensation: If your goal is to maximize practice value, take home a lower salary to increase practice sale price. The reverse is also true.

Understand Private Deal Structure

Assuming a practice sale is a private transaction, deal negotiations are based on the following pricing methodologies:

Seller financing: Many transactions involve an earn-out arrangement where the buyer puts money down and pays the balance under a formula based on future revenues, or gives the seller a promissory note under similar terms. Seller financing decreases a buyer’s risks (the longer the terms, the lower the risk). Longer terms demand premiums, while shorter terms demand discounts. Premiums that buyers pay for a typical seller-financed practice are usually more than what you would expect from a simple time value of money calculation, as a result of buyer risk reduction from paying over time, rather than up front with a bank loan or all cash. Remember to obtain a life insurance policy on the buyer.

Down payment: The greater the down payment for acquisition of a medical practice, the greater the risk is to the buyer. Consequently, sellers who will take less money up front can command a higher than average price for their practice, while sellers who want more down usually receive less in the end.

Taxation: Tax consequences can have a major impact on the price of a medical practice. For instance, a seller who obtains the majority of the sales price as capital gains can often afford to sell for a much lower price and still pocket as much or more than if the sales price were paid as ordinary income. Value attributed to the seller’s patient list, medical records, name brand, good will, and files qualifies for capital gains treatment. Value paid for the selling doctor’s continuing assistance after the sale and value attributed to a non-compete agreement are taxed at ordinary income. A buyer willing to allocate more for items with capital gains treatment, or a seller willing to take more in ordinary income, can frequently negotiate a better price. This is the essence of economically prudent practice transition planning.

Sidestep Common Buyer Blunders

Here are 10 blunders to avoid, as a buyer:

1. Believing the selling doctor’s attestations. Always verify data through an independent appraisal.

2. Wanting to change the culture of the practice. Be careful: Patients may not adjust quickly to change.

3. Using all available cash without keeping a reserve for potential contingencies.

4. Creating a conflict with the seller by recognizing a weakness and continually focusing on it for a bargain price.

5. Failing to realize that managed care plan contracts can be lost quickly or may not be always transferable.

6. Suffering from analysis paralysis. Money cannot be made by continually checking out a medical practice, only by actually running one.

7. Not appreciating the uniqueness of each practice, and using inaccurate “rules of thumb” from the golden age of medicine.

8. Not realizing that practice worth and goodwill value have plummeted lately and continue to decline in most parts of the country.

9. Not understanding that practice brokers may play both sides of the buy/sell equation for profit. Brokers usually are not obligated to disclose conflicts of interest, are not fiduciaries, and do not provide testimony as a court-approved expert witness.

10. Not hiring an appraisal professional who will testify in court, if need be, using the IRS-approved USPAP methods of valuation. Always assume that the appraisal will be contested (many times, it is).

After pricing and contracting due diligence has been performed, the next step in the medical practice sale process—as Donald Trump might say—is just good, old-fashioned negotiation.

Electronic Downloads

Part I: Part I

Part II: Part II

Additional Reading:

Cimasi, R.J., A.P. Sharamitaro, T.A. Zigrang, L.A.Haynes. Valuation of Hospitals in a Changing Reimbursement and Regulatory Environment. Edited by David E. Marcinko. Healthcare Organizations: Financial Management Strategies. Specialty Technical Publishers, 2008.

Marcinko, D.E. “Getting it Right: How much is a plastic surgery practice really worth?” Plastic Surgery Practice, August 2006.

Marcinko, D.E., H.R. Hetico. The Business of Medical Practice (3rd ed). Springer Publishing,New York,N.Y., 2011.

Marcinko, D.E. and H.R. Hetico. Risk Management and Insurance Planning for Physicians and Advisors. Jones and Bartlett Publishers, Sudbury, Mass., 2007.

Marcinko, D.E. and H.R. Hetico. Financial Planning for Physicians and Advisors. Jones and Bartlett Publishers, Sudbury, Mass., 2007.

Marcinko, D.E. and H.R. Hetico. Dictionary of Health Insurance and Managed Care. Springer Publishers, New York, N.Y., 2007.

Marcinko, D.E. and H.R. Hetico. Dictionary of Health Economics and Finance. Springer Publishers,New York,N.Y., 2007.

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Contribute to a Roth 401k WHILE Working in a High Tax State?

How and Why?

By Josh @HeritageWealthPlanning.com

I’ve attached a quick / short analysis that pits a Roth retirement approach versus a pre-tax 401 approach. I’m a bit surprised at the outcome.

Here are the assumptions.

1. Married employee in both cases.
2. An employee who is 55 years old invests $25,000 into the company’s retirement account.
a. $19,000 limit, plus
b. $6,000 over 50 catch-up
3. One employee pays the taxes up-front and invests the net of $16,088 into a Roth.
4. Another employee avoids / defers the taxes and invests the entire $25,000 into a 401.
5. Both investments earn the same return.
6. After 10 years the 401 will be converted over to a Roth.
c. This conversion signals the retirement of the individual in a non-income tax state which is one difference between the two approaches. Their working career was in an income taxed state while they both retire in a non-taxed state.
7. The analysis is taxing the 401 at the same tax-rate level minus any state income tax. If you execute your conversions at a lower tax rate, say 12% the results could even be more divergent.(emphasis mine).

d. Also, the reason I’ve taxed the entire Roth amount at 22% Federal is because that is the bracket the employee’s income tops out at. For the retiree when any Roth conversions is likely to take place the taxes would be on a stepped approach topping out at possible 12%.

Assessment

What am I missing here? If this analysis is correct it seems advantageous to invest in the 401 and convert to a Roth when you are either in a lower tax bracket, in a non-income tax state or both.

LINK: https://heritagewealthplanning.com/contribute-to-a-roth-401k-while-working-in-a-high-tax-state/

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Conclusion: Your thoughts are appreciated.

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Risk Management, Liability Insurance, and Asset Protection Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™8Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™

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Child Health Measures and Rankings

For FY 2017

By http://www.MCOL.com

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Playing with the FIRE Movement

“What do you think of the FIRE movement?”

[By Rick Kahler CFP]

“What do you think of the FIRE movement?” a reporter asked me recently. I told her I was ambivalent about it.

The FIRE acronym in this context stands for “Financial Independence, Retire Early.” While a Harris poll done in late 2018 found most people over 45 had never heard of the FIRE movement, it apparently has caught fire among millennials.

The focus of FIRE adherents is lifestyle more than finances. Two books are the foundation of the FIRE movement: Your Money or Your Life, written in 1992 by Vicki Robin and Joe Dominguez, and Early Retirement Extreme, written in 2010 by Jacob Lund Fisker. The concept was popularized in 2011 by blogger Peter Adeney (Mr. Money Mustache), who lives in Longmont, CO. At the age of 30, Adeney and his wife retired with a retirement fund of $600,000 and a paid-for home.

According to the reporter who interviewed me, many advisors have strong opinions against the FIRE movement. This may seem odd. After all, financial independence and retiring early is often a goal of those seeking financial planning. That was certainly one of my goals when I was the age of today’s millennials.

I find very little to criticize about adopting a frugal lifestyle and saving as much as possible. For decades I have suggested living on half of what you make, with a goal of reaching financial freedom as soon as possible. Some FIRE proponents do save up to 50% of their income, which is five times more than their peers, according to a January 21, 2019, InvestmentNews article by Greg Iacurci, “Advisors throw cold water on FIRE Movement.”

What makes many financial planners uncomfortable is the definition of “early.” In my day, early was age 50, not 30. In terms of FIRE, Adeney promotes a lifestyle of aggressive frugality with the goal of retiring as soon as possible, using a 4% withdrawal rate as a guideline to determine the nest egg you need to accumulate.

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This raises two obvious issues that need clarification.

First, you need to earn enough to be able to live on 50 percent of your income. Relatively few young adults make that much. There is no magic income number, since the cost of living varies so much across the country.

One’s definition of frugality is also important. To some that may mean setting the thermostat at 68 all winter or driving a small fuel-efficient vehicle. For  others it may mean chopping your own wood to heat your living space only with a wood-burning stove or doing without a car altogether. As with many things, the wisdom is knowing when frugality crosses the line to dangerous deprivation.

Finally, the earlier you retires the longer your retirement nest egg must last. With a 4% withdrawal rate, someone retiring at age 70 has a much higher probability of seeing their investment portfolio last for their lifetime than someone retiring at age 30. Also, the rate of return on the portfolio is critical. The higher the rate of return the longer the funds will last. If there is any potential problem with the FIRE formula it’s probably this.

Since the average 30 year old may live another 60 years, and assuming a 4% return net of mutual fund and advisor fees, I would make a strong argument for a 2 percent withdrawal rate. Someone age 50 could reasonably withdraw 3%, while someone age 60 or above could probably be safe at 4%.

Assessment:

As with any conflagration, playing with FIRE irresponsibly can end up burning down the house. But used wisely, it can sustain life and make living much more rewarding.

Risk Management, Liability Insurance, and Asset Protection Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™8Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™

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What is a Portmanteau?

Word Play, Anyone?

[By staff reporters]

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A portmanteau or portmanteau word is a linguistic blend of words, in which parts of multiple words, or their phones (sounds), and their meanings are combined into a new word.
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Originally, the word “portmanteau” refers to a suitcase that opens into two equal sections.
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Assessment: Can you think of any others; or construct de-novo?
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What is a “Direct Listing” Process on Wall Street?

On The “Direct Listing” Process

[By staff reporters]

We’ve talked about Wall Street, IPOs, the OTC market and secondary public offerings before. So, now may be a good time to discuss the direct public listing.

The Direct Public Listing

Companies that want to do a public listing may not have the resources to pay underwriters, may not want to dilute existing shares by creating new ones or may want to avoid lockup agreements. Companies with these concerns often choose to proceed by using the “direct listing” process, rather than an IPO.

Direct Listing Process (DLP) is also known as Direct Placement or Direct Public Offering (DPO)

In DLP, the business sells shares directly to the public without the help of any intermediaries. It does not involve any underwriters or other intermediaries, there are no new shares issued and there is no lockup period.

The existing investors, promoters and even employees holding shares of the company can directly sell their shares to the public.

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However, the zero- to low-cost advantage also comes with certain risks for the company, which also trickle down to investors.

For example there is no support or guarantee for the share sale, no promotions, no safe long-term investors, no possibility of options like greenshoe and no defense by large shareholders against any volatility in the share price during and after the share listing.

Assessment:

The greenshoe option is a provision in an underwriting agreement that grants the underwriter the right to sell investors more shares than originally planned by the issuer if the demand proves particularly strong.

MORE: https://www.bing.com/news/search?q=Direct+Wall+Street+Listing&qpvt=direct+wall+street+listing&FORM=EWRE

Conclusion: Your thoughts are appreciated.

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Risk Management, Liability Insurance, and Asset Protection Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™8Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners™

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What is Satisficing?

A decision-making strategy 

[By staff reporters]

Satisficing is a decision-making strategy or cognitive heuristic that entails searching through the available alternatives until an acceptability threshold is met.

The term satisficing, a portmanteau of satisfy and suffice, was introduced by Herbert A. Simon in 1956, although the concept was first posited in his 1947 book Administrative Behavior. Simon used satisficing to explain the behavior of decision makers under circumstances in which an optimal solution cannot be determined. He maintained that many natural problems are characterized by computational intractability or a lack of information, both of which preclude the use of mathematical optimization procedures.

He observed in his Nobel Prize in Economics speech that “decision makers can satisfice either by finding optimum solutions for a simplified world, or by finding satisfactory solutions for a more realistic world. Neither approach, in general, dominates the other, and both have continued to co-exist in the world of management science”.

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Assessment

“Satisficing” – a made-up word created by combining satisfactory and sufficient – indicates something good, but not great. Like the Canadian single-payer health system, like Medicare-for-All.

MORE: https://www.acsh.org/news/2018/09/18/canadas-single-payer-health-system-satisfices-13272

Conclusion: Your thoughts are appreciated.

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