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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UNDERSTANDING THE ALLOCATION OF MEDICAL PRACTICE PURCHASE PRICE

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Delineation of Various Practice Assets

[By Dr. Charles F. Fenton III JD PC]

fenton

The final purchase price of a medical practice upon sale will actually be the amalgamation of various assets of the practice.

These assets include the tangible and intangible assets. The tangible assets include the hard assets (such as computers, treatment tables, chairs and furniture, DME and x-ray machines, etc) and the soft assets (such as Q-tips, paper and cotton balls). The intangible assets will include going concern value, goodwill, and the value of any restrictive covenant.

The parties should delineate the allocation of the purchase price amongst those various categories to reach a mutual best fit with the potential tax obligations. The buyer is the one who should strive to make the allocation fit his needs as best as possible.

Generally, the sale of the assets will be ordinary income to the seller and taxed at the seller’s usual rate. The buyer will be able to depreciate the purchased items. However, the characterization of those assets and the allocated portion of the purchase price will determine how much can be depreciated and over what time period the items can be depreciated.

As a general rule, soft assets can be depreciated fully in the year of purchase. Generally, hard assets can be depreciated over a three to seven year time period, depending upon the class of the asset. Also, under Section §179, a certain dollar amount can be “expensed” or deducted in the year of purchase. The sooner and the faster that the assets can be deducted the less current taxes that the buyer will be required to pay. However, intangible assets generally must be deducted over a 15-year period. This prolongs the tax benefits of any payments characterized as such.

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hospital

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Nonetheless, purchase of the assets results in better tax consequences that purchase of the stock of the practice. When stock is purchased, there is no depreciation allowance allocated in the current or subsequent years. Instead, the cost of the stock becomes the “basis” of the buyer in the practice. Any gain or loss from that basis will only have tax benefits or tax consequences in the year that the stock is sold or becomes worthless.

Because of the tax consequences of the characterization of the allocations of the purchase price, it is important that the agreement delineate the portion of the practice price which is allocated to each category. Each party should further agree never to claim a different allocation in any future tax filings.

Assessment

Generally, the soft and hard assets will be valued at their current actual cash value. In no event should the purchase price allocated to the soft and hard assets exceed the actual initial cost that the seller paid for the item. The only exception to the foregoing would be if the sale involved the transfer of an appreciable asset.

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Understanding the Premise of Appraisal Value and Investment Time Horizon

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Key Issues in Healthcare Entity Valuation and Appraisal

By Robert James Cimasi; MHA, ASA, AVA, CBA, CMP™

cimasiwww.HealthCapital.com

The Premise of Value under which any healthcare entity fair market valuation is conducted is an assumption further defining the Standard of Value to be used.

The Premise of Value defines the hypothetical terms of the sale and answers the question, “Value under what further defining circumstances?”  Two general concepts relate to the consideration and selection of the Premise of Value, i.e., “value in use” and “value in exchange.”

Value in Use

Value in use is that premise of value that assumes that the assets will continue to be used as part of an ongoing business enterprise, producing profits as a benefit of ownership.

For example, in valuing the assets of a surgical hospital, the valuator must determine whether it is appropriate to value simply the tangible assets, or if it is appropriate to consider the enterprise as a going concern and incorporate the potential value of intangible assets. Orderly liquidation value involves assuming that the equipment is sold, perhaps separately, over a reasonable period of time. Forced liquidation assumes that the equipment is sold as quickly as possible to the first bidder.

Value in Exchange

Value in exchange is often referred to as “liquidation value.”  Liquidation value describes a sale of the assets of a business enterprise under conditions other than its continued operation as a going concern.

The liquidation can be on the basis of an orderly disposition of the assets where more extensive marketing efforts are made and sufficient time is permitted to achieve the best price for all assets, or on the basis of forced liquidation where assets are sold immediately and without concern for obtaining the best price.

hospital

Liquidation

Of course, costs of liquidation should be considered in the value estimate when using this premise of value.  Shortening the investment time horizon may have a deleterious effect on the valuation of the subject entity as it presents a restriction on the available pool of buyers and investors and the level of physician ownership, as required under the standard of Fair Market Value.

Assessment

Do the dual issues of value premise and time horizon still seem logical in modernity; why or why not? How comfortable are you that a reasonable FMV can be determined for any healthcare entity after passage of  The Patient Protection and Affordable Care Act in March of 2010? Please comment and opine. 

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Understanding the Need for Onsite Practice Management Visits

Interview Information also Important

By Dr. David E. Marcinko and Staff Reporters

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According to Robert James Cimasi MHA, ASA, AVA, CMP™ of Health Capital Consultants, LLC, in St. Louis, MO, the following types of information specific to medical practices should be gathered by the financial executive, financial advisor or healthcare consultant when performing a practice enhancement engagement, or especially, an economic valuation and appraisal. This information may be obtained through an interview, questionnaire, or preferably a site visit:

  • Background Information: Include such information as the number of years the entity has operated at its current location and in the community, as well as the office hours.
  • Building Description: Include the location (urban/suburban), proximity to hospitals and other medical facilities, and its size, construction, electrical and computer wiring, age, access to parking, and so on.
  • Office Description: Approximate acquisition details and price, as well as ownership or lease details should be included.  The square footage and number of rooms, and a description of different office areas should be outlined, including, where applicable: medical equipment, including all diagnostic imaging and major medical equipment; pharmacy, laboratory, examination rooms, waiting rooms, and other areas.
  • Management Information Systems: Document types of hardware and software and the cost, age, and suitability of all components, including their management functions, reporting capabilities, and integration between programs.
  • History of the Entity: Give the date founded and by whom, the number of full-time equivalent (FTE) physicians in practice by year, the physicians who have joined and left the entity, the dates they practiced at the entity, and their relationship and practice arrangement with the entity.
  • Staff Description: Include the number and types of non-physician positions as well as the tenure and salary of all current employees.
  • Competitive Analysis: Include details of hospital programs impacting practice, growth or decline in the volume of business and the reasons, association with other physicians, competitive strengths and threats, the number and volume of procedures performed, any change in the number and volume, and the corresponding fees.
  • Patient Base Information: Encompass income distribution and percentages from different payors, the number of new patients and total patients seen per week, the age mix of patients, the number of hours spent in patient care per week, and the number of surgeries performed.
  • Managed Care Environment: Details the terms and conditions of all managed care contracts including discounts and withholds, the impact on referral patterns and revenues, willingness to participate in risk sharing contracts and capitation, and the entity’s managed care reporting capabilities.
  • Hospital Privileges and Facilities: List all hospital privileges held by physician members of the medical practice and the requirements for acquiring privileges at the different local hospitals.
  • Credit Policy and Collections: Include practice policies for billing and payment, use of collection agencies, acceptance of assignments, other sources of revenues, and an aged breakdown of accounts receivable.
  • Financial Management: Include cash management procedures and protections, credit lines and interest, controls to improve payment of accounts payable, late payment frequency, formal or informal financial planning methods, and budgeting processes.
  • Operational Assessment: Include governance structure for the entity, detailing responsibilities and procedures for performance, conflicts, recruitment, outcomes measures, case management, reimbursement; income, continuing medical education (CME), credentialing, and utilization review.

Assessment

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The financial advisor must also allow for discussion of overall relationships with physicians in the community, practice concerns, and needs.

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