ASC Transactions: Analysis & Valuation Trends Chance Sherer, CVA Senior Manager Clinton Flume, CVA Senior Manager Presentation Overview I. Observation & Trends –Healthcare Market II. Observation & Trends –ASC Industry III. ASC Transaction Market IV. Valuation Trends V. What Does the Future Hold? I. Observation & Trends – Healthcare Market
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ASC Transactions:Analysis & Valuation Trends
Chance Sherer, CVA
Senior Manager
Clinton Flume, CVA
Senior Manager
Presentation Overview
I. Observation & Trends – Healthcare Market
II. Observation & Trends – ASC Industry
III. ASC Transaction Market
IV. Valuation Trends
V. What Does the Future Hold?
I. Observation & Trends –
Healthcare Market
$1,905
$2,044
$2,426
$2,808
$3,032
$3,647
$3,872
$4,683
$4,690
$4,711
$5,319
$5,407
$5,737
$5,741
$6,140
$6,304
$7,452
$8,895
$8,980
$9,055
Portugal
Greece
Singapore
Spain
Italy
United Kingdom
Iceland
Germany
France
Belgium
Sweden
Austria
Netherlands
Canada
Australia
Denmark
Luxembourg
United States
Switzerland
Norway
2012 Health Expenditures Per Capita
� Current Macro Healthcare Trends
� US healthcare spending is out of control
World Health Organization National Health Account database (see http://apps.who.int/nha/database/DataExplorerRegime.aspx)
Current Market Observations
Page 4
Current Macro Healthcare Trends
� Healthcare is currently 17.2% of GDP
� Healthcare spending in the United States grew 3.7% in 2012, which is slightly greater than the increase in 2010
� By 2020, national health spending is expected to reach $4.5 trillion and comprise 19.2% of GDP
� Contrary to popular belief, healthcare spending appears to be slowing
2012
Current Market Observations
Page 5
Current Macro Healthcare Trends
� In the chart below, year over year growth in healthcare expenditures is shown from 2000 to 2012.
� Contrary to projections of out of control growth, healthcare expenditures are shown to be decelerating.
� What to Expect in a Mature Industry Environment?
ASC Industry
Page 18
III. ASC Transaction Market
ASC Transaction Market
Acute Care Hospitals
- Limited, Niche
expansion play
- Limited by Capacity
/ Ownership
Restrictions
- Broader
consolidation trend
-Easy reimbursement
arbitrage
- Goals of Cost
Reduction
- Interested in
expanding existing
market presence
- JVs w/ Hospitals
- Merger Scenarios
- Successful ASCs
absorbing struggling
ASCs
� In a Mature ASC Market, Who are the Buyers?
Page 20
� The ASC Market Continues to Evolve…
ASC Transaction Market
Page 21
� ASC Acquisition History
ASC Transaction Market
Page 22
0
5
10
15
20
25
30
2007 2008 2009 2010 2011 2012 2013
Merger & Acquisition Trends
NOVAMED USPI AMSURG SCA
� Consolidating ASC Market:
ASC Transaction Market
Page 23
Amsurg Corp. announces acquisition of National Surgical Care – 18 Centers
Surgery Center Holdings, Inc. (Surgery Partners) acquisition of NOVA – 37 Centers
Sunlink Health merger with Foundation HealthCare – 15 Centers
USPI acquisition of HealthMark Partners – 14 ASCs
SCA acquisition of Health Inventures – 20 Centers
� Hospital M&A activity has been driven market consolidation, healthcare reform
initiatives and cheap capital
� Activity has steadily risen over the last 5 years and was exceptionally high in 2012
� The number of large, multi-site “chain” transactions has risen
� While the number of deals seems to have decreased in 2013, the number of
hospitals and beds involved in transactions hit a 5-year high, mainly driven by two
very large mergers
Hospital Transaction Market
Page 24
� Buyers are Keenly Aware of Their Own Company Valuations� Both publicly traded and private companies are keenly aware of their Wall Street value
ASC Transaction Market
Page 25
� Hospital Share Prices Reflected the Good News from the Passage of the Healthcare Law
� ASCs continue to have strong performance against the S&P regardless of Healthcare Reform
ASC Transaction Market
Page 26
� Demand for Acquisitions is High� Frothy stock market – particularly for healthcare
� Need for ASC management companies to exhibit growth
� Diminished ability to pursue growth through de novo development
� Same center performance does not provide growth investors expect
� Market consolidation strategies are being pursued aggressively
� Hospitals are joining management companies in the buyers market
� ASC attracts significant interest from private equity due to their high cash flow
generating ability
ASC Transaction Market
Page 27
IV. What is the Current Value of ASCs
� Cost Approach� Provides a Floor for Value – Tangible Assets +
Identifiable Intangibles
� Income Approach� Discounted Cash Flow Value – Measure Future
Benefits of Ownership
� Market Approach� What are Transaction Values of Comparable
Companies
Fair Market Value Opinion should Consider these Three Approaches to Value – the forces
driving these approaches are dynamic
Valuation Methodologies
How is Valued Measured
Page 29
Valuation Impact – Last 12 Months
Stable
Stable/Down
Up
� Keys to Value
� Future Cash Flow – The ability of the ASC to generate cash flow to the investor
after all operating expenses, capital requirements, and debt service
� Risk – The likelihood of projected levels of cash flows realized given the operating
and strategic environment under which the ASC operates
Income Approach
Page 30
Valuation is not a one-size fits all – each ASC has unique growth and risk
characteristics
Historical
Performance Trends
Payor Mix –
Mgd Care
Strength
Market
Patient
Demographics
Historical
Recruitment
Efforts/Ability
Case Mix /
Service Line
Mix
Facility
Capacity
Growth
Potential
Ownership
Flexibility
� Primary Factors Affecting Future Cash Flow
Income Approach
Page 31
Out-of-Network
Exposure
Market
Competition
Reliance on
Non-Owner Physicians
Service
Line
Diversification
Physician
Diversification
Barriers
to Entry
(CON)
Financial
Leverage
(Debt
Load)
Healthcare
Reform
Legal /
Partnership
(Non-Compete)
Facility & Equipment
Age /
ConditionStable Past
Performance
(Longevity)
� Primary Factors Affecting Risk
Income Approach
Page 32
Control Multiples
Minority Multiples
Observed ASC Valuation Trends
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
ASC Valuation Trends as Multiple of EBITDAAcquisition
Multiples have
widened and
trended up slightly
in last 1-2 years
Minority multiples
have Declined and
Widened
Control Multiples
Minority Multiples
2005 Present
Page 33
ASC Market Transaction
Out-of-network minority
valuation multiples have
declined until recently.
(2012, little misleading)
Out-of-network control level
transactions and their valuation
multiples have declined over the
last six years.
Page 34
IV. What Does the Future Hold
Reform and The Affordable Care Act
Page 36
� In June 2013, MedPAC called for payment equalization between HOPDs
and physician offices and ASCs for certain procedures
� In April 2014, the OIG recommended that CMS reduce OPPS payment
rates for ASC-approved procedures on beneficiaries with no-risk or low-
risk clinical needs in outpatient departments
� Under this recommendation, OP departments would continue to
receive the standard OPPS payment rate for ASC-approved
procedures that must be provided in an OP department because of a
beneficiary’s individual clinical needs
Reform and The Affordable Care Act
Assuming that total outpatient volumes continue to grow, payment equalization may push
utilization to low cost facilities, such as ASCs and physician offices
Page 37
� Insurers have vowed to raise premiums for small businesses and self-insured individuals
• UnitedHealth, Aetna, and the Blues have all cited premium increases of 25%-116% for
20141
� Because of higher costs, small employers may drop coverage and pay mandate penalties
� This may cause consumers to adopt higher deductible, lower premium plans
Rising premiums and deductibles may decrease utilization for procedures however push
volume to lower cost settings like ASCs
Reform and The Affordable Care Act
Page 38
Reform and The Affordable Care Act
“So as you look at the trends over the past few years, you do see more of a shift towards the latter half of the year on
the commercial book of business in the outpatient segment. So can you attribute all that to deductibles and co-
pay? Possibly.”
� - Samuel N. Hazen, President of Operations, HCA, on sluggish first quarter outpatient volumes
Consumers may already be changing behavior
Private insurance rates continue to climb:
Page 39
� What Do We Know…Short Term
Conclusion – Uncertainty is Certain
Page 40
Volume Retention will be Difficult: Recruiting and retaining physician investment will be single greatest challenge
Reimbursement Challenges: Despite ASCs status as low-cost provider for outpatient surgery, material growth in reimbursement should not be counted on
� What We Think We Know…Long Term
Conclusion – Uncertainty is Certain
Page 41
Changing Healthcare Delivery Models: Network Affiliations between Health Systems and Payors will narrow – ASCs will need to find a way to “fit in”
Market Consolidation: Dominant health systems and payors will likely be in the driver’s seat…need to assess your specific market
The ASC industry was founded by entrepreneurial and fiercely independent physicians…..pursuit of stubborn independence moving forward could leave those ASCs on the outside looking in.
ASC management must be proactive in assisting their individual physicians and physician groups navigate and find their role in the healthcare delivery network
There may be an eventual need to look at your ASC as a provider in a broader network, not as a primary surgical site for a handful of specific surgeons.