When we opened The Paramus Surgical Center in 2000, we wanted nothing to do with a corporate partner. Didn't need one, didn't want one. Turns out we were right. We built our 2-OR, 9,000-square foot facility that sits across the Hudson River from Wall Street on our own and enjoyed 11 mostly wildly successful years without any outside help or interference.
We paid off all of our bills in 6 months. The ASC started spitting off cash. Lots of it. We were doing 3,000 cases a year. We were so busy that we had to open on Saturdays and so successful that surgeons couldn't afford the cost of ownership shares. Even though we only had 4 physician-owners — a pain management doctor and I each owned 45%, and a podiatrist and another orthopedic surgeon each owned 5% — we had 40 credentialed surgeons bringing us cases. We were making millions.
Close down or cash out As the old saying goes: Things change. Here in New Jersey, they changed in a hurry. Our state's reimbursement and regulatory environment is not kind to physician-owned, out-of-network ASCs like ours. We forecast that our gross income would drop by 70%. On top of that, we had an unfavorable lease agreement on our building. We were on the hook for $2.5 million over 5 years. The alarms went off when our nurse manager told me that we were having a hard time paying our bills. Eight months ago, my partners and I stood at a crossroads: either close down or cash out. After much debate, we decided to seek out a corporate partner.
Selling for maximum value We sold a controlling interest (51%) in our center last month for nearly $11 million (minus $1.5 million in debt and attorney fees) to a privately-held ASC owner and operator that wants to go public. That sales price turned out to be about 5 times EBIDTA (a common valuation used to measure the value of a company).
We maintain the day-to-day operation of the center and have a vested interest in seeing it do well, as we received 20% of the buyout in company stock and still own 49% of the business. Ours is not the perfect case study, but here are 8 tips on selling your surgery center's interest for maximum value.
- Corporate partners are willing to pay a higher multiple of EBITDA if you relinquish a controlling interest (51%) of your ASC.
- Get your financial house in order. We hired a forensic accountant to clean up our accounts and prepare financial statements for prospective buyers.
- Don't go it alone. Listen to those around you who work with corporate partners for a living. The consultant who brokered our deal was invaluable.
- Reduce the out-of-network (OON) component of your revenues by adding more in-network business. Corporate buyers now consider OON revenues to be increasingly risky and unsustainable, and are substantially discounting the ASC value for OON revenues.
- Identify good quality, busy surgeons that your buyer can recruit to be partners. New partners represent increased volume and buyers will pay more if there is an opportunity to recruit more partners. To that end, make your facility a comfortable and convenient place for surgeons to bring their cases. We have 3 Mercedes SUVs to transport patients.
- Identify new procedures (outpatient spine, for example) to increase volume and revenues. Buyers are looking for potential growth opportunities and attractive case mixes. We offered a high-paying mix: orthopedics, spine and pain.
- Solicit a partnership proposal from your local hospital. Hospitals are anxious to acquire ASCs to achieve the hospital's strategic objectives.
- Solicit partnership proposals from at least 3 leading ASC management companies that are seeking centers like yours. ASC companies almost always value ASCs higher than hospitals; competitive leverage drives up the value of your ASC.
ASC 'Flip' Gives Surgery Centers New Lease on Life as HOPDs |
It's called the "ASC flip" and it goes like this. Surgeons sell their ambulatory surgery center to a hospital outright. The facility, perhaps renamed, reopens as a hospital outpatient department. The surgeons stay on to manage the "new" facility as hospital employees. To most observers, this transaction is transparent, but converting an ASC to an HOPD causes profound change. Most notably, the surgical facility can bill Medicare and private insurers as a hospital outpatient department. HOPD reimbursement rates are about 40% higher than an ASC's. "The payor is paying almost double," says David Shapiro, MD, chair of the ASC Association. Hospital-surgeon collaboration has been around for several years in the form of joint ventures, but this new model puts hospitals in a position of dominance over surgeons. "It aligns the doctors and the hospital with a common goal from which they can profit," says Michael Murphy, MD, a pain management specialist from San Antonio, Texas, who is working with a group of physicians on a co-management venture. Some see the ASC flip as a way to bail out struggling surgery centers that might otherwise be forced to close. "Surgeons cash out and they maintain a revenue stream," says John Smalley, MHA, principal of Healthcare Venture Professionals, an ASC consulting firm in Franklin, Tenn. "The art of the conversion to a hospital outpatient department is to maintain all the things that made it a pleasure to work there." — Kent Steinriede |