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Private Equity VS. Health System Acquisitions of Physician Practices — Similarities and Differences in a Transaction

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Private Equity VS. Health System Acquisitions of Physician Practices — Similarities and Differences in a Transaction Private Equity VS. Health System Acquisitions of Physician Practices — Similarities and Differences in a Transaction Lisa Atlas Genecov Katten Muchin Roseman LLP Roger W. Logan, MS, CPA/ABV, CMPE Bon Secours Mercy Health Jonathan Helm, CVA VMG Health Overview of Topics Trends in Health System and Private Equity Acquisitions of Physician Practices Primary Goals & Motivations Business Challenges & Considerations Structural & Regulatory Considerations Diligence & Focal Points Physician Compensation Models & FMV Considerations Trends in Health System and Private Equity Acquisitions of Physician Practices Jonathan Helm, CVA VMG Health Health System Physician Acquisition Trends Total Hospital-Employed Physicians Percent of Physicians Employed by Hospitals 180 (# '000s) 45.0% 42.0% 160 40.0% 38.0% 140 35.0% 31.0% 120 29.0% 30.0% 26.0% 100 25.0% 80 20.0% 60 15.0% 40 10.0% 20 5.0% - - 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 Total employed physicians increased 13.0% compounded annually, [from 95,000 in 2012 to 155,000 in 2016]. The total percentage of employed physicians has increased from 26.0% in 2012 to 42.0% in 2016. Source: : Physicians Advocacy Institute – “Physician Practice Acquisition Study” Health System Physician Acquisition Trends Key motivations for health systems to employ physicians are as follows: Clinical Alignment Reduces Costs by Reducing Variations of Care Improve Efficiency of Referral Networks Changing Reimbursement Models Tied to Quality Metrics Shift to Risk Based Contracting Requires Strong Physician Alignment Competitive Environment and Market Share Protection Continuum of Care Allows for Execution of System Goals Source: Physicians Advocacy Institute – “Physician Practice Acquisition Study”, American Medical Association – “Principles for Physician Employment”, New England Journal of Medicine – “Understanding the Physician Employment Movement” Private Equity Investment In Healthcare Available Capital Continues to Rise A recent McKinsey report estimates available capital (“dry powder”) has approached $1.8 trillion across all private markets1. Global Fundraising Trends 10.0% Available capital has increased each year on average since 2012 1 McKinsey defines private markets as closed-end funds investing in PEE, real estate, private debt, infrastructure, or natural resources, as well as related secondaries and funds of funds. McKinsey excludes hedge funds and publicly traded or open-end funds. Source: McKinsey & Company – “The rise and rise of private markets” Private Equity Investment In Healthcare Private Equity Focus on Healthcare Sector Why Focus on Healthcare? Healthcare accounts for nearly 20% of US “Regardless of what happens with GDP – projected to exceed $4 trillion in the ACA, the healthcare value spending by 2020 chain in the US and around the world is under continued pressure Has led all sectors in total returns since 1990 to reduce costs and operate more efficiently. Recognizing that, PE Favorable long-term trends: aging population, funds invested in all of the major growth in chronic conditions, push towards a healthcare sectors …” more efficient healthcare delivery system - Bain Global Healthcare Private Remains very fragmented Equity and Corporate M&A Internal Monetary Fund predicts $10 trillion in Report 2017 global healthcare spending by 2020 Private Equity Investments In Physician Groups Re-emergence of the Physician Roll-up Strategy There has been a strategy of consolidation with various specialties similar to the 1990s Primary Care Dermatology Ten years ago only a few private-equity houses had dedicated health-care teams,” says Dmitry Podpolny of Ophthalmology McKinsey. “Today nearly everyone does.” 2017 saw a Pain Management frenzy of deal activity, the highest by value since the go- go year of 2007 Orthopedic Surgery - Economist, Private Equity is Piling into Healthcare (August *Emergency Medicine 2018) *Radiology *Anesthesiology *Hospital-based Practices Private Equity Investments In Physician Groups Private Equity Interest Investment Firm Practice Specialty Year “It's a land-grab right now, these are very Chicago Growth Partners Advanced Pain Management Pain Management 2010 small companies that are really just getting Sentinel Capital Partners National Spine & Pain Center Pain Management 2010 Welsh, Carson, Anderson & started. They're going for crazy multiples US Anesthesia Partners Anesthesia 2011 Stowe just because [private-equity firms] see the Audax Group ADCS Dermatology 2011 Southern Anesthesia & Surgical potential there.” Beecken Petty O'Keefe & Co. Anesthesia 2012 Inc. –Todd Spaanstra, partner at Crowe Horwath Ontario Teachers' Pension Plan Heartland Denta Dental 2012 Goldman Sachs Private Capital Privia Health Multi-Specialty 2013 • Multiples > 10-12x TTM EBTIDA not Harbour Capital Oak Street Health Primary Care 2013 uncommon for high-quality platforms Oxeon Village Practice Management Primary Care 2013 Venrock Aledade Primary Care 2013 practices Varsity Healthcare Partners Katzen Eye Group Ophthalmology 2014 OMERS Private Equity Forefront Dermatology Dermatology 2016 • Multiples sometimes generated by seeking GTCR Riverchase Dermatology Dermatology 2016 Harvest Partners ADCS Dermatology 2016 prospective compensation reductions from Ontario Municipal Retirement Varsity Healthcare Partners Dermatology 2016 physician owners Systems Audax Group Gastro Health Gastrology 2016 • Multiples further justified when add-on KG Health Partners, Inc. Access Foot Care, Inc Podiatry 2016 practices are purchased at multiples that are ABRY Partners Advanced Dermatologic Surgery Dermatology 2017 ABRY Partners Dermatology & Laser Center Dermatology 2017 30-40% less than those paid for platform Sheridan Capital Partners Dermatologists of Central States Dermatology 2017 practices – immediate arbitrage HIG Capital Barnet Dulaney Perkins & Mesa Ophthalmology 2017 HIG Capital Southwestern Eye Center Ophthalmology 2017 Waud Capital Partners Minnesota Eye Consultants Ophthalmology 2017 Source: Advance Healthcare Network Private Equity Investments In Physician Groups Is the PE Strategy Today Truly Different Than the 1990s? SEE FINANCIAL OPPORTUNITY IN PRACTICE ACQUISITIONS “ What is different is that these ROLLUP PRACTICES WITH VALUE DECLINE AND guys are operators. The ones INTENT TO ADD EVENTUAL BANKRUPTCY before were acquirers.” OPERATIONAL VALUE – Michael Parshall, medical practice consultant 1990s 2019 “ The problem with PhyCor is that only the bottom line matters to ACQUISITIONS CONSUMED WITH PROMISED them. Sometimes what’s good for UNDERPERFORM ACQUISITION EARNINGS the business isn’t necessarily good for the patient or the doctor” – Dr. Randall Bertolette, 1994 GROW TOO FAST TO PROPERLY MANAGE Will firms today PRACTICES stay adamant on not repeating mistakes of past? Source: Medical Economics, January 1994. “Should you sell your practice to Wall Street?” Private Equity Investments In Physician Groups Will the Model Succeed Today? FINANCIAL VALUE SUCCESS OF THE STRATEGY IS DEPENDENT ON THE LOYALTY OF PHYSICIANS Distribution Control Are physicians better off financially? Will shareholder Yes physicians continue to Cost Reduction work at historical CanCan private private equity equity production levels for the firmsfirms deliver deliver on on “promise” of equity returns earningsearnings repair? repair? Strategic Acquisition No Are firms delivering promised value- add? Will non-shareholder Strategic physicians continue as management employees or contemplate private practice again? OPERATIONAL VALUE Comparing and Contrasting Health System vs. Private Equity Opportunities and Challenges Roger W. Logan, MS, CPA/ABV, CMPE Bon Secours Mercy Health Private Equity Investments in Physician Related Services Retail Medicine Single Disease Focused Services • Dental • Pain/Spine • Veterinary • Orthopedics • Physical Therapy • Gastroenterology • Urgent Care • Women’s Health • Dermatology • Oncology • Ophthalmology • Urology • Fertility • Podiatry • Allergy • Primary Care • Anesthesia • Internal Medicine • Emergency • Multi-Specialty Medicine • Risk-Sharing • Radiology • Concierge • Hospitalists The Carlyle Medicine Group • Air Transport • Hospice Primary Care Hospital Outsourced Services Why Investor Interests in Physician Services? Attractive Sector for Private Equity Attractive Business Model • Fragmentation – Healthcare still remains ripe for • Employed physician model with consolidation consistency of compensation structures • Proven Track Record – Strong returns and continued • Presence of high margin ancillaries (e.g., lab, influx of capital pharmacy, products) • Industry Tailwinds – Projected healthcare spending • Ability to leverage providers with extenders by 2020 • Capitalize on brand recognition given the local • Attractive Model – Multiple reasons to befurther nature of care delivery discussed • Direct to consumer marketing & payor diversification (retail medicine) • Clear benefits of scale • Consolidation opportunity Consolidation Opportunity Clear Benefits of Scale • Ample runway for acquisitions in fragmented • Ability to build out and support full suite of ancillary markets, even within crowded subsectors services helps the economic model and also assists • Multiple arbitrage for add-ons allows sponsors to in recruiting buy down their blended multiples • Consolidation of back office support services • Aging owners and recent reimbursement cuts (e.g., billing, finance / accounting, scheduling, are increasing the willingness to sell HR) • Physicians out of residency / fellowship
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