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Healthcare M&A Activity: Key Trends for Transactions, Valuation of Ambulatory Services

Healthcare today is marked by nearly unprecedented levels of change. From healthcare reform to reimbursement reductions to new payment models, there seem to be fewer and fewer constants in healthcare delivery. These changes have brought significant challenges for organizations as well as opportunities. Some providers struggle with both the human and financial capital needed to prepare their organizations for the next era of healthcare delivery, while others, who are more advanced, are seeking out partnerships to expand their footprint and improve economies of scale. As a result, the past year has been very active for the healthcare merger and acquisition market.

In 2011, 980 healthcare mergers and acquisitions were recorded, worth $227.4 billion, up 11 percent from $205.6 billion in 2010, according to an Irving Levin Associates report. In the first quarter of 2012, 249 deals were recorded for a total of $34 billion, and the second quarter experienced 251 deals worth $61.2 billion. While hospital and health system M&A activity has been active and should be followed by healthcare leaders, it is also important healthcare leaders understand some of the key M&A trends for ambulatory subsectors as well. These sectors will increasingly overlap with hospitals' and health systems' interests. Here are some trends HealthCare Appraisers is seeing in terms of M&A activity among the physician practice, ambulatory surgery center, urgent care, imaging and oncology subsectors.

Physician practices

Physicians are preparing for a future where they will be required to provide care for more patients with less reimbursement, and are opting to give up their independence to gain the income stability afforded by hospital employment. Hospitals focused on physician alignment and integration to gain competitive advantages, compliment their services and drive inpatient volume. Practice acquisition and subsequent integration is also critical to hospitals' overall strategy to provide continuity of care for patients. Some trends to note in for this subsector include:

Increase in smaller practice acquisitions. We have observed an increase in small — one- to two-physician — practice acquisitions. These practices generally command little to no intangible value and are mostly focused on post-acquisition compensation to the physician(s). This makes them easier for hospitals to acquire, and the growing challenge of operating independently is compelling physicians to align themselves with a hospital in order to access financial and other resources needed to practice medicine.

Large groups holding out. Though many large physician groups have been acquired over the last couple of years, and though these groups continue to be of strategic interest to health systems, health plans and even private equity firms, not all large groups are interested in making themselves available for acquisition. Unlike smaller practices, many of these groups remain economically viable, earn good compensation and maintain strong reputations in their communities, making hospital alignment less necessary. Additionally, because larger physician practices do often command significant intangible value, the transactional process is usually more complex and time consuming.

Shift away from cardiology. During 2010 and 2011, cardiology was of significant strategic importance to hospitals and health systems, and competition for the acquisition and subsequent employment of cardiologists remained at very high levels throughout these years. By late 2011 most of the independent cardiology groups had been acquired, and hospitals began to transition away from their focus on this specialty. While there is still some acquisition activity relating to cardiology, hospitals have shifted their acquisition focus to family practices, internal medicine and primary care groups, as well as surgical specialties such as gastroenterology and orthopedics.

Decrease in obstetrics/gynecology. In 2010, there was a strong demand for OB/GYN practices. Like cardiology, this demand decreased in 2011. Acquisitions are still occurring, but much less frequently and usually involve smaller, independent practices struggling with a number of factors including exceptionally high malpractice premiums.

Challenging valuation models. The valuation models for physician practices continue to be a challenging and hotly debated topic in the valuation community, specifically relating to when and how to quantify intangible value for practices. We have observed an increase in problematic models due to valuation firms improperly assigning value to economic benefits or applying overly aggressive assumptions. Conversely, we continue to see arguments advanced by appraisers that suggest physician practices have little or no intangible value. We continue to believe that more balanced stance on practice appraisal is the correct position, and it is imperative for physicians and hospitals to understand the economic reality of the deal and the regulatory environment in which they operate. This includes focusing on reasonable and sustainable purchase prices and compensation models that do not violate the regulatory framework for these transactions, and that will benefit both parties for the long term.

Robust compensation models.
We have noted more robust — and in some cases overly robust — compensation models tied to physician practice acquisitions. This is likely attributable to physician supply and demand, as well as limitations on the capital resources available to pursue acquisitions. In this environment there is a higher propensity for acquisitions to be purely fixed asset purchases followed by a more robust compensation model. Because of the direct link between practice purchase price and post-acquisition physician compensation, increases in compensation may render the business valuation exercise unnecessary as any intangible value is consumed by the post-acquisition employment model.

Ambulatory surgery centers

Current acquisition activity in this subsector is driven by a number of factors:

Physician employment by hospitals. The employment of physicians, whether in surgical or non-surgical specialties, by hospitals placed downward pressure on ASC multiples because of the increased risk that surgical volume would either become unsustainable or decrease due to downstream referral patterns. We have noted that as surgical volume growth slows and risk increases, physicians become more interested in selling controlling interest in their surgery center to a hospital, health system or ASC management and development company.

Conversion of ASCs to HOPDs. We have observed hospitals increasingly seeking to fully acquire any ASC in which they had an ownership interest and converting the surgery center to a hospital outpatient department. By purchasing surgery centers in full, hospitals are able to increase their OR capacity to further support employed physicians and see an immediate increase in reimbursement by converting the ASC to an HOPD.

Supply and demand. While valuation multiples may have been lowered due to the risk/uncertainty caused by employment of physicians and the associated declining volumes, this downward pressure on pricing is partially offset by the increased demand of ASC acquisitions. We observed physicians pursuing a sale of their controlling interest in an ASC to take advantage of this increase in valuation multiples. Demand also increased as physician de novo development of ASCs declined due to uncertainty in the marketplace and a diminished supply of investors.

Buying preferable to building. While we have observed some hospital de novo development of ASCs, hospitals appear more likely, especially in certificate of need states, to pursue the acquisition of an existing ASC rather than take on the risk of building a new center. In some instances, we observed hospitals in CON states acquiring ASCs for the purpose of transferring the surgery center's CON for its operating rooms to another existing hospital facility to expand capacity.

Urgent care centers

We have observed strong acquisition activity in the urgent care center market, driven by two key factors:

Gateway to the hospital. Hospitals are aggressively pursuing and acquiring urgent care centers located throughout their service area as many hospitals identified urgent care centers as a gateway to influence patient behavior and direct patients into the hospital for follow-up care. As more patients sought out urgent care centers as an alternative to crowded emergency rooms, hospitals worked to acquire these facilities and extend their footprint throughout their communities.

Increased competition. Hospitals are facing increased competition for the urgent care as pharmacies such as Walgreens and even some supermarkets are employing nurse practitioners to provide urgent care-related services. As competition grows, hospital will acquire urgent care centers to remain competitive in the market while supporting the hospital's mission of providing continuity of care for patients.

Imaging centers

There has been significant acquisition activity in the imaging center subsector driven by a number of factors:

Shrinking referral base. We have observed the referral bases for imaging centers drying up as more physicians who used the centers became hospital employees. Imaging centers were typically sustainable when faced with just competition from practices with in-office imaging capability, but hospital employment of physicians significantly reduced imaging center volume and turned once profitable centers into financially distressed facilities.

Support of hospital strategies. From a valuation perspective, acquiring imaging centers matches hospital strategies of physician employment and continuity of care for patients. As hospitals employed more physicians, they grew their pool of physicians ordering diagnostic images. When hospitals lacked sufficient capacity with their existing equipment, or if they were in states with strict certificate of need laws concerning building new facilities or large capital investments, an acquisition presented an opportunity to create capacity for physician referrals and patient scheduling.

Low multiples. We have noted fairly significant downward pressure on multiples in the imaging space. In many cases we're seeing struggling centers that can no longer operate in an independent fashion. Imaging is not expected to see an increase in reimbursement in the near future, contributing to the low multiples that make for good acquisition activity.

Cancer centers

We have observed strong acquisition activity in the radiation therapy cancer center market driven by a number of factors:

Hospital employment of primary care physicians. Most recent hospital acquisition activity has been driven by the increasing trend of hospital employment of physicians. This included the acquisition of radiation therapy cancer centers. As hospitals employed more primary care physicians, these physicians needed a destination for referred patients to receive radiation therapy. If a hospital desired to provide this service to these patients but either did not operate any cancer centers or lacked the capacity to treat patients, the hospital either acquired or built/expanded a facility to create capacity. We have observed many hospitals choosing the acquisition route over construction as the means of expanding its radiation therapy services.

Focus on the technical business.
We have noted an increase in the acquisition of radiation therapy centers and linear accelerators where hospitals only bought the technical business of the center and did not acquire the professional practice of the radiation therapists or medical oncologists using the center and LINAC.

Hospital employment of radiation therapists and medical oncologists. We have noted the decision by hospitals to acquire a radiation therapy business and LINAC was frequently coupled with a desire to employ radiation therapists and medical oncologists who were part of the oncology practice that owned or utilized the center or LINAC.

Challenging CON laws. Some states have certificate of need requirements for large capital investments such as a LINAC, and these requirements may preclude or challenge a hospital from investing in a new LINAC. In such areas where it is difficult to put a new LINAC into service, hospitals viewed the acquisition of the technology as the only option or a more appealing choice to the often lengthy, time-consuming and expensive CON process.

More Articles Featuring HealthCare Appraisers:

From Private Practice to Hospital Employment for Orthopedic Surgeons: Q&A With Nicholas Janiga of HealthCare Appraisers
11 Common Ailments With Physician Practice Valuation
Physician-Hospital Alignment: One Size Doesn't Fit All

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