Valuation Considerations in ASC Joint Ventures

Presented by:Nicholas Janiga, ASA | PartnerHealthCare Appraisers, Inc.

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Nicholas J. Janiga, ASA | Partner

Mr. Janiga is a Partner with HealthCare Appraisers and for the past 10 years has beenproviding his clients consultation in business valuation, litigation support, intellectualproperty, healthcare provider compensation relationships, and other types of financialanalyses. Mr. Janiga’s extensive industry experience includes working with healthcareorganizations, attorneys, administrators, providers, developers, consultants, investmentbankers, and private equity groups in connection with transactions involving ambulatorysurgery centers, cancer centers, diagnostic imaging centers, dialysis centers, lithotripsycompanies, physical therapy centers, pathology laboratories, urgent care centers,physician practices, hospitals, hospital departments, medical device manufacturers,durable medical equipment suppliers, patent holding companies, accountable careorganizations, and other healthcare entities. Many of the transactions Mr. Janiga analyzesinvolve Stark, Anti-Kickback, IRC 501(c)(3), and/or other regulatory implications, whichnecessitates analyses of fair market value and/or commercial reasonableness.

Mr. Janiga earned a Bachelor of Business Administration degree in 2007 from the SeidmanCollege of Business at Grand Valley State University, dual majoring in finance andeconomics, and minoring in accounting. He is an Accredited Senior Appraiser (ASA) inBusiness Valuation through the American Society of Appraisers.

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Outline of PresentationValuation Considerations in ASC Joint Ventures

Supply + Demand Factors Driving Joint Ventures

Macro

Micro

Forms/Structures of Recent Joint Venture Activity

Valuation Overview and FMV Considerations

Common Errors/Pitfalls in FMV Analyses

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Macro Supply + Demand FactorsRecent Regulation

Where have we been the past decade

2005 Deficit Reduction Act

2006 End of Temporary Moratorium on Construction of New Physician-Owned Hospitals

2010 Patient Protection & Affordable Care Act

2011 Budget Control Act (Sequestration in 2013)

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Macro Supply + Demand FactorsRecent Regulation

Where have we been the past decade continued…

2012 American Taxpayer Relief Act (2014 equipment utilization rate)

2013 Medicare Payment Advisory Commission June 2013 Report to Congress – Chapter 2: Medicare Payment Differences AcrossAmbulatory Settings

2015 Bipartisan Budget Act (Section 603 – Site Neutrality)

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Macro Supply + Demand FactorsRecent Regulation

Where have we been the past decade continued…

2018 Department of HHS anticipates shifting 50% of Medicare fee-for-service payments to alternative payment mechanisms (i.e., value instead ofvolume payment mechanisms)

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Macro Supply + Demand FactorsAchieving Lower Costs

Population Health Management

Value/Risk-based contracting with payors

Medicare Shared Savings Program (ACOs)

Other ACOs

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Macro Supply + Demand FactorsAchieving Lower Costs

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158%

169%

161%

164%

174%

178%

181%182%

179%

145%

150%

155%

160%

165%

170%

175%

180%

185%

2008 2009 2010 2011 2012 2013 2014 2015 2016

HOPD Medicare Rates as % of ASC Medicare Rates, By Year

Macro Supply + Demand FactorsHospital Employment – Orthopedic Surgeons

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8%

31%

55%

0%

10%

20%

30%

40%

50%

60%

2005 2010 2015

% of Orthopedic Surgeons Employed by Integrated Delivery Systems

*Data Compiled From: 2005, 2010, and 2015 Medical Group

Management Association, Physician Compensation and

Production Surveys

Macro Supply + Demand FactorsHospital Employment - Gastroenterologists

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*Data Compiled From: 2005, 2010, and 2015 Medical Group

Management Association, Physician Compensation and

Production Surveys

9%

20%

43%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

2005 2010 2015

% of Gastroenterologists Employed by Integrated Delivery Systems

Macro Supply + Demand FactorsHospital Employment - Pain Mgt Physicians

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*Data Compiled From: 2005, 2010, and 2015 Medical Group

Management Association, Physician Compensation and

Production Surveys

4%

21%

47%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

2005 2010 2015

% of Pain Mgt Physicians Employed by Integrated Delivery Systems

Macro Supply + Demand FactorsHospital Employment - Urologists

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*Data Compiled From: 2005, 2010, and 2015 Medical Group

Management Association, Physician Compensation and

Production Surveys

5%

17%

46%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

2005 2010 2015

% of Urologists Employed by Integrated Delivery Systems

Macro Supply + Demand FactorsHospital Employment - Ophthalmologists

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*Data Compiled From: 2005, 2010, and 2015 Medical Group

Management Association, Physician Compensation and

Production Surveys

8%

21%

41%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

2005 2010 2015

% of Ophthalmologists Employed by Integrated Delivery Systems

Macro Supply + Demand FactorsHospital Employment - ENTs

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*Data Compiled From: 2005, 2010, and 2015 Medical Group

Management Association, Physician Compensation and

Production Surveys

13%

24%

45%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

2005 2010 2015

% of ENTs Employed by Integrated Delivery Systems

Macro Supply + Demand FactorsHospital Employment - Family Medicine

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*Data Compiled From: 2005, 2010, and 2015 Medical Group

Management Association, Physician Compensation and

Production Surveys

48%

60%

76%

0%

10%

20%

30%

40%

50%

60%

70%

80%

2005 2010 2015

% of PCPs Employed by Integrated Delivery Systems

Macro Supply + Demand FactorsMaturing Market

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3,028

3,358

3,597

3,848

4,106

4,362

4,567

4,8384,955

5,0395,152 5,228 5,307 5,343

5,446

2,000

2,500

3,000

3,500

4,000

4,500

5,000

5,500

6,000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Number of Medicare-Certified ASCs by Year

Micro Supply + Demand FactorsMarket-Specific Factors

Size of primary service area

Number of existing market participants

Hospitals/Health Systems

ASC Management Companies

Freestanding ASCs

Independent Surgeons

State-Specific Items

Certificate of Need, reimbursement, employment

Local economic and demographic conditions17

Forms/Structures of Recent Joint Venture Activity

De Novos

Existing Surgery CentersHOPD

Freestanding

Existing Surgery Centers as part of larger JOA

Single + Multispecialty Surgery Centers

Involvement of multiple types of market participants

Other driving factors (e.g., capital, contracts)

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Forms/Structures of Recent JV ActivityDriving Forces Behind Contribution of HOPD

Hospital’s “position” within the local market

Declining Case Volumes

Engage experienced management company

Recognition of possible payment neutrality

HOPD

Freestanding

Less costly physician alignment opportunity

Other local environment factors

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Valuation Overview and FMV Considerations

Income Approach

Single Period vs. Multi Period

Market Approach

Guideline Public Companies

Comparable Transactions

Asset Approach

Net Asset Method

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FMV ConsiderationsGuideline Public Companies

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9.27x

9.64x

10.93x

8.00x

8.50x

9.00x

9.50x

10.00x

10.50x

11.00x

11.50x

AMSURG Surgery Partners Surgical Care Affiliates

Trailing Twelve Month Valuation MultiplesEnterprise Value / EBITDA

FMV ConsiderationsComparable Transactions - HAI’s Annual ASC Valuation Survey

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0%

10%

20%

30%

40%

50%

60%

70%

80%

4.0-4.9x 5.0-5.9x 6.0-6.9x 7.0-7.9x 8.0+

EBITDA Multiple Trend for Controlling Interests in Multi-Specialty ASCs

2013 2014 2015 2016

Common Errors/Pitfalls in FMV Analyses for Joint Ventures

Forgetting to Adjust the Income Statement

Normalize RevenueFully Accounting for Appropriate Expenses

Fixed CostsManagement, billing and collecting, otherSupplies

Use of Valuation Approach(es)

Assessment of “Risk”

Level of Value (Secondary Discounts)

Adjusting for Stock vs. Asset Deal

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Thank You!Valuation Considerations in ASC Joint Ventures

Please contact me if you have questions regarding this presentation.

Nicholas J. Janiga, ASA | PartnerHealthCare Appraisers, Inc. (303) 566-3173 njaniga@hcfmv.comhttp://www.hcfmv.com/njaniga.html

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