Mergers & Acquisition for Medical Practices Charting a Course for Safe Navigation Daniel J Bryant, CPA, PS Daniel J Bryant, CPA, PS 1
Mergers & Acquisition for
Medical PracticesCharting a
Course for Safe Navigation
Daniel J Bryant, CPA, PSDaniel J Bryant, CPA, PS
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Overview
Planning Change Impact Acquisition Process Legal & Tax Issues Negotiating the Deal Before Signing Implementation Case Studies
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Overview
60-70% of mergers don’t meet expectations• How to plan for realistic expectations• In the M&A process the business valuation is only one
element of the process (a critical element but still only one)
Clients need help navigating through the process• This may be their first M&A• Explain that it’s not a first time marriage
It’s a second marriage With children on both sides
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Planning
Discuss M&A process in annual client discussions
Does Client want a tree house or a dream house
Need for a project manager• Provides a detailed & summary plan of the M&A • Lets client know what is coming around the corner• Allows you to inform the client what information is
needed and from whom• what decisions the client will need to make and
when
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Planning – Project Mgr
Phases of Planning Criteria for partnering Identify potential partners Acquisition / Merger plan Negotiating plan Announcement / Communication Plan Training plan Implementation Plan Client / Employee feedback Forecast / Realistic Expectations
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Planning – Take Time
Building a tree house in stead of a dream house• Need for a project manager
Provides a detailed & summary plan of the M&A Lets client know what is coming around the
corner Allows you to inform the client what information
is needed and from whom what decisions the client will need to make and
when
• Reason for annual discussions with clients6
Planning - Complications
2nd Marriage with 2 sets of kids• Not the same as starting from scratch• Even if the new owners get alone what
about each staff• At least the kids aren’t voted out of the
family• What processes and systems will remain
& which will change• Will there be a new organization structure
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Planning - Issues
Mergers versus Acquisition• Similarities to buying and selling• Dissimilar Issues• New issues
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Change
Why Change Change Process Communication Plan Implementation Plan Emotions of Change Power Shift Benefits
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Change
Why - Reasons for Change• Negotiating Practice Efficiency• Customer Service Improvements• Identifying Best Strategies
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Change
Change Process - Effect• Not the normal time to adjust
No time for resisting, denial, acceptance, getting on board
• Requires plans to be in place on day one Communication Plan Implementation Plan
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Change
Communication Plan When more than one office-clinic-location is
involved then the formal announcement needs to be made on the same day and time
Announce only decisions that have been made Be honest, open and communicate
– Lack of communication can cripple an organization
– There will always be questions asked that haven’t been addressed
– When change is done in stages explain the stages and timing
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Change
Implementation Plan Organization / reporting structure (Org
chart)– Reporting relationships– Department heads– Staffing levels
Processes & Systems– What will change– What remains the same
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Change
Emotions always exist A loss has occurred even in a merger
but especially in an acquisition
A loss has taken place• A business has died• A Loss of control and independence
Allow feeling to be expressed Doctors don’t always want to make
the announcement14
Change
No longer king of the mountain Can’t call all the shots Need to get buy-in May no longer be involved in
the decision making process
Frustration Setting expectations helps
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Change
Growing the breadth of the practice• Expanding patient base• Administrative consolidation• Common systems & processes
Growing the Depth of the Practice• Offering broader range of services• Bringing outsourced services in-house
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The Acquisition Process
Need to define the process in advance rather than reacting to an opportunity
Two plans• Acquirer• Acquired
Need to identify objective• Allows for a criteria based evaluation• Not a gut feeling
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The Acquisition Process
Acquisition Program• Establish policy responsibility• Develop an acquisition plan• Define acquisition criteria• Identify potential candidates• Establish contact• Perform Due diligence• Negotiate based on previous established
benefits• Ensure effective follow-up integration
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Medical Alignments
Types of Merger/Acquisitions• Hospitals
Merging Buying medical practices
• Group clinics Merging Buying medical practices
• Medical Practices
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Appraisal Role
Appraiser needs to be independent of both parties
Establishes a basis for starting negotiations
When Appraisals are beneficial• Hospitals to Hospitals• Clinics to Clinics• Practices to Practices• Practices to Clinics
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Legal Land Mines
Antitrust Laws Federal Anti-Kickbacks Self Referral Restrictions Corporate Practice of Medicine
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Legal Land Mines
Antitrust Laws• If significant decrease in competition • Price-fixing• Monopoly• Boycott
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Legal Land Mines
Federal Anti-Kickbacks• Illegal to pay for referrals of patients whose
services would be reimbursed under Medicare or Medicaid
• Prohibits solicitation or reimbursement for: Referring patients Purchasing, leasing and ordering or
recommendation of such
• Safe harbor rules DHHS OIG
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Legal Land Mines
Self Referral Restrictions• Stark Laws
Stark 1 Stark 2 Allowed referrals
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Negotiating the Deal
Negotiating is as important as the Appraisal
What to Negotiate Negotiating Concepts and Myths Negotiating Skills A Model for Negotiating Success negotiating is based on
trust
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Negotiating the Deal
What to Negotiate• Price & Terms• Terms of employment of the physicians
after transition• Decision making process & authority
Concepts & Myths Negotiating Skills• Listening• Self management• Creativity
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Negotiating the Deal
Negotiating Model• List needs• Prioritize needs• Evaluating alternatives• Look for mutual satisfaction• Consider other consequence
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Tax Issues
Objectives• Buyers
Shift toward to Capital Gains rather than ordinary income
• Sellers Structure sale to avoid IRS audit
• Determine tax effect After value has been agreed to Before allocating to specific parts
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Tax Issues
Future Considerations• Physician compensation when transitioning
to employee Pay Bonus incentives for:
– Future growth– Retention of workforce– Productivity improvement
Double taxation for C-Corp Other tax issues
Retirement plans Single versus Periodic payments
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Before Signing
Protective Covenants for Buyers Protective Covenants for Sellers Assuming Liabilities Fine Print
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Before Signing
Protective Covenants for Buyers• Full Disclosure• Maintaining License, Insurability and
Privileges• Physician’s Full Effort• Production Standards• Accountability• Non-Competition• Length of Employment Contracts• Length of Notice of Termination
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Before Signing
Protective Covenants for Sellers• Timely payments• Professional Autonomy for Patient Care• Length of Employment Contract• Length of Notice of Termination• Sharing of Information• Backing Out
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Before Signing
Assuming Liabilities• Professional Liability Insurance• Staff Employment Issues
Can be critical part of change Benefit changes
– Vacation– Sick Leave– Retirements Plan– How secure is their job
• Reimbursement Issues
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Life After the Deal How decisions get made
Blending cultures
Preparing for market change
Maintaining economic soundness
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After the Deal - Integration
People Processes
Technology
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After the Deal
Organization Structure• Governing Board & Committees
Policies Employment Issues Patient Policy Fees Contracts Capital Approval Purchasing Supplies
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After the Deal
Blending Cultures• Understanding Mutual Needs• Understanding Differences between
Large & Small Orgs• Grieving Loss of Control• Identifying Issues of Common Destiny• Forming the New Team (org)
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After the Deal
Preparing for Market Change• Information Systems• Practice Efficiency• Customer Service Improvements• Identifying Best Strategies
Maintaining Economic Soundness
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Medical Practice Valuations
Mergers & Acquisitions – Clinic / Practice• Managed care services are more popular in
certain areas• Primary care physicians targets in acquisitions
Gatekeepers of healthcare services Identify need for specialists
CPA role in M&A• Appraiser• Facilitator• Consulting services
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Medical Practice Valuations
Factors affecting the value of physician practices• Changes in reimbursement for physician
services• The regulatory environment• Changes in the operating environment• Goodwill• Movement of the patient base
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Medical Practice Valuations
Regulatory Environment• IRS position is that acquisitions must
meet Community Benefit Standard (arm’s length)
• Tax-exempt organizations must pay fair value
• IRS prefers – income approach to valuations
• OIG prefers valuation based only on tangible assets (contrary to IRS)
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Medical Practice Valuations
Changes in Operating Environment• Increased operating expenses• Mid-level providers (NP, PA & MW)
Require supervision May generate additional revenue
• Goodwill• Patient based payers
Physicians Managed care providers
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Medical Practice Valuations
Information unique to medical practices• Payer mix• Total active patients• Average number of patient visits per day• Average number of new patients per
month• Average hospital admissions• Gross charges for CPT codes
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Medical Practice Valuations
Information unique to medical practice• Fee schedule - how do they compare to the
average• Medical specialty of physician & mid-level
providers• Listing of all participation agreements• Listing of all fixed-fee arrangements• Description of billing procedures• Relative Value Unit (RVU)
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Medical Practice Valuations
Information unique to medical practice• Location - number of competitors• Sellers reputation• Average future scheduled appointments• Patient demographics
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Case Study - 1
Hospital Merger• Large multi location hospital • Growth in patients in outlying areas• Local hospital in outlying area need capital • Similar cultures• Impact of Change
Executive Perspective Employee Perspective Patient Perspective
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Case Study - 2
Hospital Acquires Primary Care Provider (PCP)• Large multi location hospital • PCP has high overhead• PCP needs to upgrade technology• PCP not run efficiently• Hospital willing to pay for assets only• Physicians sign 5 year employment contact• Physicians need to increase productivity• Impact on PCP employees
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Case Study - 3
Hospital Acquires PCP with Ancillary Services• PCP has radiology facility • Ancillary services valued different from rest of
PCP• Physicians sign 5 year employment contact• Future pay based on productivity• Impact on PCP employees
Reassigned to hospital organization Released due to overlapping of personnel Need retraining to hospital processes & systems
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Case Study - 4
Merger into Group Clinics• Which physician will be in charge• May need to setup a governing board for
policies• Need to establish common compensation
packages• Staffs are not similar in number• One clinic moves to newer systems• Maintain 2 locations or combine into one
location49
Case Study - 5
Merger of Group Clinics• Create mega-groups• In response to new government
requirements/oversight• Alternative is to remain same or join
hospital• Less likely to give up location and staff• Allows for possible sharing of technology
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Summary
Educate the physicians or hospital administration
Each M&A is unique This may be their first time Help with planning Don’t forget the human issues Set realistic expectations
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Questions & Answers
Contact Information
Dan Bryant, CPA/MBADaniel J Bryant, CPA, PS
(253) 471-0492Email: [email protected]
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Reference Material
“Buying , Selling & Merging a Medical Practice” by Kenneth M Hekman
“The CPA’s Guide to Medical, Dental and Other Healthcare Practices” by Lucy R. Carter, CPA and Sara S. Lankford, CPA
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Other Courses
CPA Leadership Institute Courses • Physician Practice (& Ancillary Business)
Valuation: Appraisal Theory and Applications (Randy Biernat, CPA/ABV
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