Beruflich Dokumente
Kultur Dokumente
2015
2015 by the President and Fellows of Harvard College. This case was written by Brian Walker, SM, under the
supervision of Richard B. Siegrist, CPA, MS, MBA, Harvard T.H. Chan School of Public Health, as the basis for class
discussion and education rather than to illustrate either effective or ineffective handling of an administrative or public
health situation. This publication may not be digitized, photocopied, or otherwise reproduced, posted, or transmitted,
without the permission of Harvard T.H. Chan School of Public Health.
PH5-060
The ambulatory surgery center industry is fairly fragmented, consisting of a handful of large
companies, several medium-sized companies, and many stand-alone operations. Of the large
ASC companies, Amsurg (AMSG), United Surgical Partners (USCI), Hospital Corporation of
America (HCA), and Surgical Care Affiliates (SCAI) together comprise less than 15% of the total
surgical centers in the United States.3 Historically, these large players have grown primarily
through acquisitions, rather than organically (see Exhibit 1).
The effects of the Affordable Care Act (ACA) on ambulatory surgical centers are unclear.
However, the ACAs call for Accountable Care Organizations (ACOs)integrated networks of
providers responsible for the full spectrum of a patients careprovides some directional
guidance. ACOs, whether insurance-based or hospital-based, will likely lean toward providing
services to patients at points of care that provide the highest quality at the lowest cost. Though
surgery centers are well-positioned to provide services in these kinds of networks, power
dynamics with hospitals and insurance carriers may prove problematic. The CEO of Ambulatory
Surgical Centers of America, Luke Lambert, noted the following regarding the Affordable Care
Act, I think the real opportunity for ASCs is to figure out your place in the region and then
position yourself to become part of the organizations and networks.4
Pediatric surgeries in the United States are typically completed at general hospitals, pediatric
hospitals, multi-specialty surgery centers, or pediatric-focused surgery centers. Though
pediatric hospitals and multi-specialty surgery centers have proliferated in the United States,
pediatric-focused surgery centers are rare and the companies that operate them typically do not
have more than one facility. The power of local childrens hospitals and the relatively low
reimbursement rate paid by Medicaid and the Childrens Health Insurance Program (CHIP),
which together cover approximately 43 million of the 73 million children in the United States,
may explain the lack of proliferation in the pediatric surgical center space.5/6
PH5-060
management efforts. A time-based equity vesting schedule was created for the management
team.
Brian quickly proceeded through the steps of surgery center development: architectural
modifications, equipment and supply purchasing, CMS and state survey preparation, policy and
procedure implementation, and physician recruitment. Additionally, he began developing a
referral network of dentists, pediatricians, and nurse practitioners. To do this, he would
personally visit medical and dental offices throughout the Houston area and discuss their
referral methods. And as he did so, he often found that physicians had a difficult time finding
specialists that accepted Medicaid payment for pediatric surgeries. Though setbacks and dark
days were abundant, the facility began to receive many of these referrals and was able to
achieve cash flow breakeven within four months of completing its first surgery. In total, $330K
in equity was invested in the business, all of which was used to fund operating losses until cash
flow breakeven. Vendor financing for equipment was obtained as well and totaled ~$250K.
Fortunately, no investment was needed to build or retrofit the surgery center facility, as Brian
was able to negotiate a lease for a ten-year old surgical center that had just been vacated by a
lap-band surgery group.
By mid-2012, all equity investments were recouped (a 16-month payback) and Brian was
contemplating next steps. As the acting Administrator at Houston Childrens, Brian often
observed the preparation, surgery, and recovery of the young patients at his center, and was
disturbed by the lack of teamwork among health care professionals and the disparity in methods
used to complete each surgery. He began to visit local hospitals and other surgery centers where
he observed the same phenomenon. This concern led him to seek out current and evidencebased research in quality improvement and patient safety. Harvard Universitys involvement in
the development of the safe surgery checklist prompted him to apply and be accepted to a twoyear program at the Harvard School of Public Health.
Prior to his departure for school, Brian hired a new Administrator and the daily operations of
the business were transferred to him. Fortunately, the facility continued its strong performance,
allowing Brian the opportunity to focus on his studies and consider future growth plans.
Houston Childrens ended 2012 with $1.2M in EBITDA and $1.1M in free cash flow. By 2013, the
center generated ~$2.2M in EBITDA and $2.1M in free cash flow (see Exhibit 3). As the
referral network strengthens and additional pediatric surgeries are introduced to the center,
EBITDA realization could reach up to $3.5M per center at full utilization.
While in school, Brian began developing an expansion plan for North End HealthCare. He
believed that with no outside equity capital, NEHC could open at least two additional centers in
2014 and then at least four more centers each year thereafter. The companys growth plan was
divided into three phases over the next three years: Replicate, Own Texas, Expand Regionally
(see Exhibit 4).
PH5-060
Business Model
North End HealthCare deploys a fundamentally different business model than its typical ASC
counterparts, which allows the company to profitably provide services at a much lower price
point. This model, in turn, allows NEHC to offer its services to patients with Medicaid coverage
who often have few options for specialty care. To note, the actual costs to the companyfacility
lease, utilities, equipment, supplies, personnelare all the same as any other surgery center.
PH5-060
HealthCare is required to bill from three separate fee schedules: surgeon, anesthesia, and
facility. Upon payment, the surgeon pays a fee dictated by a Management Service Agreement
(MSA) to North End HealthCare and the anesthesiologist typically retains 100% of his or her
fees. In this model, all of the volume at the center is provided by a citywide referral network.
This model also has several benefits: the management fee received from the physicians allows
for profitability at a lower price point and volume mix; there is no incentive for a physician to
refer to his or her surgery center, which could be viewed as a conflict of interest; and surgeons
are able to perform more surgeries than their peers as they are no longer splitting time at the
office. Surgeons that lean toward this model are more focused on perfecting their surgical skills
and are often prefer employment in a clinic, ASC or at a hospital over private practice
ownership.
PH5-060
Despite his excitement, several glaring concerns were apparent about expansion and the
sustainability of the business model. First, the stickiness of a referral partner had not really
been tested. Even though NEHC may capture first mover advantage in some of the cities it was
targeting, future competition could dramatically change the referral network. All referrals must
be based solely on clinical factors and are ultimately determined by the referring physician.
Federal and state anti-kickback statutes required that no incentive or remuneration be offered,
and NEHC was focused on obeying the spirit and the letter of the law. Second, dynamics in the
healthcare markets in new cities were difficult to fully identify and predict. For example, many
referring physicians were uninterested in speaking to Brian about potential referral volume
solely based on a hypothetical future facility in their city. Furthermore, as the Medicaid
programs were different in each state, and navigating the government programs and Managed
Care Programs attached to them was a monumental task. And third, expansion beyond oral
surgeries had not been fully tested at the existing facility in Houston. Although Houston
Childrens was licensed and accredited to complete additional pediatric surgeries, it had not yet
recruited other physician types or sought referrals for these services.
Strategic Decision
As Brian neared home, the rain picked up again but he barely noticed as he continued to
struggle with North End HealthCares strategy. Was expansion a wise decision and, if so, how
could he improve his probability of success and create a sustainable enterprise? What methods
could be deployed to help referral partners stick as competition in a market picked up over
time? Could he create any meaningful legal arrangements with referral partners that would
avoid improper kickbacks or unethical referrals to the facility? Should he just focus on
optimizing his facilities in Houston and San Antonio? As he reached home, he decided on an
initial strategy: he would compare the financial and non-financial benefits and risks of
expansion and decide on a course of action from there.
PH5-060
Target
/
Issuer
United
Surgical
Partners
International
Inc.
Surgical
Care
Affiliates
Symbion
Inc.
Surgis,
Inc.
Surgis,
Inc.
Surgery
Center
of
Kirkwood
Southern
Alambama
Surgery
Center
LLC
San
Jacinto
Surgery
Center
NovaMed
Surgery
Center
of
Dallas,
LP
PSHS
Alpha
Partners,
Ltd.
San
Gabriel
Valley
Surgical
Center
Surgi-Center
of
Central
Virginia,
Inc.
Memorial
Village
Surgery
Center
Ltd.
Barranca
Surgery
Center,
Inc.
Clearview
Surgical
Institute
Center
for
Outpatient
Surgery
MediSphere
Health
Partner,
Inc.
The
San
Carlos
Hospital
NovaMed
Surgery
Center
of
Palm
Beach,
LLC
The
Las
Vegas
East
Opthalmology
ASC,
LLC
The
Glendale
Opthalmology
ASC,
L.P.
PSHS
Beta
Partners,
Ltd.
Westbank
Ambulatory
Care
Center
East
Houston
Surgery
Center,
Ltd.
Point
Loma
Surgical
Center
Piney
Point
Ambulatory
Surgical
Center
Surgi+Group
Inc.
Buyers
/
Investors
Deal
Value
($M)
Welsh,
Carson,
Anderson
&
Stowe
1,866.98
TPG
Capital
945
Crestview
Partners,
L.P.
662.59
United
Surgical
Partners
International,
Inc.
200
New
Mountain
Capital,
LLC
70
Symbion
Inc.
25.8
AmSurg
Corp.
14.22
SurgiCare
Inc.
12.88
NovaMed
Inc.
12.45
Surgery
Partners
LLC
12.3
United
Surgical
Partners
International,
Inc.
12
United
Surgical
Partners
International,
Inc.
11.2
SurgiCare
Inc.
10.28
Medical
Facilites
Corp
9.5
NovaMed
Inc.
9.01
NovaMed
Inc.
8.1
Symbion
Inc.
8.04
United
Surgical
Partners
Europe,
S.L.
7.38
NovaMed
Inc.
7.18
AmSurg
Corp.
5.2
AmSurg
Corp.
4.63
Surgery
Partners
LLC
4.11
Tenet
HealthSystem
Surgical,
LLC
1.8
East
Houston
Physician
Surgical
Services,
LTD,
L.P
1.65
First
Physicans
Capital
Group,
Inc.
1.25
Dynacq
Healthcare
Inc.
1
Dynacq
Healthcare
Inc.
0.38
Note:
Deal Value: consideration paid for actual stake acquired
Enterprise Value: market capitalization + debt - cash
EV
($M)
1,835.24
945
636
200
70
51.6
21.88
20.78
19.15
19.39
14.7
13.35
16.09
18.63
14.77
15.88
8.04
7.38
11.97
8.67
9.08
6.46
1.8
-
2.45
1
0.38
EV
/
Revnue
3.17
-
2.04
2.32
-
-
-
-
-
-
-
-
3.7
4.44
-
-
-
-
-
-
-
-
-
-
-
-
-
EV
/
EBITDA
9.44
-
8.11
11.52
-
-
-
-
-
-
-
-
12.72
-
-
-
-
-
-
-
-
-
-
-
-
-
-
PH5-060
Future
Centers
Note: North End HealthCare is a Texas Limited Liability Company and currently owns 100% of
Houston Childrens and San Antonio Childrens.
PH5-060
Professional Revenue
Facility Fee Revenue
Total Revenue
2011
$860,829
133,252
$994,081
2012
$2,275,037
1,001,354
$3,276,392
2013
$3,564,093
1,362,251
$4,926,344
Surgeon Compensation
Anesthesia Compensation
Clinical Compensation
Contractual Services
Supplies & Materials
Total Cost of Goods Sold
$168,758
76,100
114,963
83,326
139,599
$582,745
$455,722
88,100
209,438
95,291
284,548
$1,133,099
$851,046
0
242,672
97,376
396,554
$1,587,648
Gross Profit
$411,336
$2,143,292
$3,338,696
Advertising
General & Administrative Expenses
Total SG&A
$17,146
479,641
$496,788
$20,328
955,318
$975,646
$15,038
1,083,536
$1,098,574
EBITDA
($85,452)
$1,167,646
$2,240,122
Debt Service
Depreciation
Other Income / Expenses
Total Interest, Depreciation, & Other
$19,237
23,751
8,156
$51,144
Net Income
Free Cash Flow (Net Income + Depreciation)
($128,440)
($104,689)
$21,930
31,942
(272)
$53,601
$1,113,774
$1,145,716
$12,986
32,986
(78)
$45,894
$2,194,150
$2,227,136
PH5-060
2014
2015
2016
Phase 1: Replicate
Note: Regional expansion within Texas is prioritized given similar billing environments, referral relationships, and regulatory
specifications.
PH5-060
NEHC Model
NEHC has no physician ownership and
obtains its full volume from a c ity-wide
referral network of primary care
physicians, nurse practitioners, and
dentists. One surgeon is hired to treat all
patients and is paid 25% of the total
surgeon fees. The facility retains all of its
facility fees plus 75% of the surgeon fees
for management services.
NEHC
Model
Annually
400
400
400
400
400
2,000
Volume
Referral
Network
Total Referrals
Annually
2,000
2,000
Fees
Surgeon
Fees
Anesthesia
Fees
Facility
Fees
Total
Fees
per
Patient
Per
Surgery
$1,500
250
1,000
$2,750
Fees
Surgeon
Fees
Anesthesia
Fees
Facility
Fees
Total
Fees
per
Patient
Per
Surgery
$1,500
250
1,000
$2,750
Total
Revenue
Per
Surgeon
(x5)
Per
Anesthesiologist
(x1)
Per
Facility
Annual
$600,000
$500,000
$2,000,000
Total
Revenue
Per
Surgeon
(x1)
Per
Anesthesiologist
(x1)
Per
Facility
Annual
$750,000
$500,000
$4,250,000
11
PH5-060
Q1
2014
$0
0
$0
Q2
2014
$0
0
$0
Q3
2014
$0
26,000
$26,000
Q4
2014
$0
153,400
$153,400
Q1
2015
$10,400
338,000
$348,400
Q2
2015
$137,800
473,200
$611,000
Clinical
Compensation
Contractual
Services
Supplies
and
Materials
Total
Cost
of
Services
$0
0
0
$0
$2,280
650
24,563
$27,493
$13,796
7,652
17,581
$39,030
$52,942
7,652
28,341
$88,936
$108,212
13,652
39,101
$160,965
$145,660
13,652
49,092
$208,405
Gross Profit
$0
($27,493)
($13,030)
$64,464
$187,435
$402,595
$0
8,071
$8,071
$9,100
38,331
$47,431
$12,250
70,721
$82,971
$12,150
140,647
$152,797
$12,050
141,305
$153,355
$12,000
150,025
$162,025
($8,071)
($74,925)
($96,000)
($88,333)
$34,080
$240,570
$3,375
0
0
$3,375
$5,113
0
0
$5,113
$5,982
0
0
$5,982
$5,982
0
0
$5,982
$11,364
3,753
0
$15,117
$14,135
5,685
0
$19,820
($11,446)
($80,037)
($94,314)
$18,963
$220,750
Marketing
General
and
Administrative
Total
SG&A
EBITDA
Interest
Debt
Amortization
Capex
Total
Interest
and
Capex
Free
Cash
Flow
12
($101,982)
PH5-060
EBITDA
Houston
San
Antonio
Dallas
McAllen
El
Paso
Ausitn
Kansas
City
Albuquerque
Phoenix
Tucson
Oklahoma
City
Denver
Colorado
Springs
Atlanta
Charlotte
Washington
D.C.
Total
Negative
FCF
Houston
San
Antonio
Dallas
McAllen
El
Paso
Ausitn
Kansas
City
Albuquerque
Phoenix
Tucson
Oklahoma
City
Denver
Colorado
Springs
Atlanta
Charlotte
Washington
D.C.
Total
2014
2015
2016
2017
2018
$2,120,000 $2,120,000 $2,120,000 $2,120,000 $2,120,000
(267,778)
959,087
1,370,548
1,370,548
1,370,548
(83,045)
89,116
1,370,548
1,370,548
1,370,548
0
(267,778)
959,087
1,370,548
1,370,548
0
(179,046)
528,758
1,370,548
1,370,548
0
(83,045)
89,116
1,370,548
1,370,548
0
(8,071)
(288,160)
1,735,346
2,209,416
0
0
(290,756)
570,165
854,939
0
0
(179,191)
401,155
1,012,582
0
0
(83,045)
50,859
1,012,582
0
0
(8,071)
(250,731)
974,418
0
0
0
(293,596)
974,466
0
0
0
(182,171)
425,049
0
0
0
(83,045)
63,567
0
0
0
(8,071)
(241,893)
0
0
0
0
(276,384)
$1,769,177 $2,630,264 $5,588,835 $10,912,653 $15,981,484
2014
$0
(288,229)
(91,533)
0
0
0
0
0
0
0
0
0
0
0
0
0
($379,762)
2015
2016
2017
$0
$0
$0
(6,155)
0
0
(202,851)
0
0
(288,229)
(6,155)
0
(193,515)
(100,869)
0
(91,533)
(202,851)
0
(11,446)
(328,445)
0
0
(311,207)
(33,803)
0
(193,661)
(103,378)
0
(91,533)
(205,505)
0
(11,446)
(301,141)
0
0
(314,047)
0
0
(196,640)
0
0
(91,533)
0
0
(11,446)
0
0
0
($793,728) ($1,246,166) ($1,257,492)
2018
Total
$0
$0
0
(294,384)
0
(294,384)
0
(294,384)
0
(294,384)
0
(294,384)
0
(339,890)
0
(345,010)
0
(297,038)
0
(297,038)
0
(312,586)
(37,220)
(351,267)
(154,627)
(351,267)
(205,126)
(296,659)
(294,694)
(306,140)
(296,835)
(296,835)
($988,502) ($4,665,650)
The results of the aggregated reverse income statements are shown above. On the left (Reverse Income Statement: EBITDA
Summary), NEHCs expansion plan by year is shown. As noted in the case, two additional centers were to be started in 2014 and then
one additional center opening would follow quarterly. NEHC developed a specific, three-year expansion plan through 2016 (See
Exhibit 2: Expansion Plan), additional expansion cities in 2017 and 2018 are shown in this reverse income statement summary.
One the right (Reverse Income Statement: Investment Summary), the total contemplated investmentby yearis summarized for
each new location. For example, NEHC anticipates investing $294K in total equity to develop its San Antonio surgical center ($288K
in 2014 and $6K in 2015). Differences in total investment by center are the result of varying reimbursement rates by state.
13
PH5-
Endnotes
1
Public Filings (annual and quarterly) for Amsurg (240 as of 2012), Hospital Corporation of America (108 as of 20
United Surgical Partners (213 as of 2012), and Surgical Care Associates (168 as of 2013). Assumes 5,300 surgical
centers.
3
From the Annie E. Casey Foundation website, http://datacenter.kidscount.org/data, accessed November 2013.
McGrath, R. G. & MacMillan, I. C. 1995. Discovery Driven Planning. Harvard Business Review, 73:4 (1995): 44
54.
7
14