BVR HEALTHCARE INDUSTRY COMPENSATION AND VALUATION. BVR/AHLA Guide to. First Edition TIMOTHY SMITH MARK O. DIETRICH SPECIAL EXCERPT FROM THE GUIDE

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1 SPECIAL EXCERPT FROM THE GUIDE BVR/AHLA Guide to HEALTHCARE INDUSTRY COMPENSATION AND VALUATION First Edition TIMOTHY SMITH MARK O. DIETRICH BVR What It s Worth

2 Chapter 5. Elements of a Compensation Valuation Appraisal Report CONTENTS 1.0 Introduction Key Points in Developing CV Report Content Guidance From USPAP and BV Reporting Standards Sufficient Information on the Scope of Work The Scope of Work and the Workfile as the Foundation for the Report The Level of Information in a Report Content Elements in a CV Report Assignment Elements Background Information and Analysis of the Subject Arrangement Terms and Provisions of the Arrangement Sources of Information Assumptions and Limiting Conditions Representations of Information Provided to the Appraiser Valuation Analysis of the Arrangement Valuation Synthesis and Conclusion of Value Appraiser s Certification and Representations Appendices and Exhibits Qualifications of the Analyst Transmittal Letter and Table of Contents Practical Ideas and Applications Use of an Executive Summary Standard Summaries of Contract Terms by Type of Arrangement Descriptive and Defensive Report Narratives Staged Deliverables for CV Reports Ordering the Report for Logical Progression

3 PRACTICE AID: KEY CONTRACT TERMS IN COMPENSATION ARRANGEMENTS Introduction Key Terms for Hospital Call Coverage Arrangements Key Terms for Hospital Medical Director Arrangements Key Terms for Physician Employment Arrangements

4 Chapter 5. Elements of a Compensation Valuation Appraisal Report 1.0 Introduction No specific professional standards govern the content and requirements for appraisal reports in compensation valuation, and there is hardly any professional literature on this topic. 1 In the absence of any professional guidance, CV appraisers have generally fallen back on business valuation reporting standards for direction in preparing valuation reports. This chapter will likewise look to the BV standards, but will also adapt and expand on these standards to address areas that are unique to CV practice and appraisal issues. Developing templates for CV reports and exhibits that go along with them can be a daunting task for appraisers. First, report writing is not a favorite task of most appraisers; it s one of those necessary evils, even though reports are critical to our work. We re numbers people at heart. Second, our clients are often at extremes in terms of their needs and wants in an appraisal report. At one end of the spectrum, some of our clients simply want to get that magical FMV number. They will only open the report to find the number. Once they find it, they simply file the report away somewhere, never to be seen again. At the other end of the spectrum are those clients that want to scrutinize every sentence, assumption, and number in the report. It can be hard to find a happy medium for the level of information in a report that will serve the needs of both types of client. Having two report templates may not be a good option, either. The appraisal report factory works much more efficiently with a standard template or at least 1 Some credentialing organizations, such as the AICPA, have standards for consulting services that would apply to CV assignments. In addition, the general code of ethics and general standards for professional responsibility would also be applicable. 81

5 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation a standard template for each type of compensation arrangement. In short, developing report templates for CV is no easy task. This chapter will also discuss many practical applications and issues involved in developing CV reports. The approach taken is one of presenting tools for the toolbox. I ve written this chapter not only looking at the BV standards, but also based on personal experience, having been a client and now practicing as an appraiser. For many years, I worked in one of the nation s largest health systems that ordered appraisals by the dozens from a variety of firms. One of my duties was to develop a set of engagement and reporting standards so that various types of users within the system could have some consistency in the content and information of these reports. In the interest of full disclosure, I ll note that when I was a client, I was one of those people who went over valuation reports with a fine tooth comb, taxing the patience of many of my now colleagues in the appraisal business. Having been in the appraisal business for several years, however, I also have a feel for the appraiser s side of the equation. Appraisal reports need to be set up for efficient and timely completion. The great challenge of report writing is figuring out how to balance all of these factors. Hopefully this chapter provides you with useful information for striking that balance within your practice as you strive to meet the needs of your clients. 2.0 Key Points in Developing CV Report Content 2.1 Guidance From USPAP and BV Reporting Standards One can observe a fair amount of consistency in the information requirements for valuation reports from the various BV standards. 2 While some of the categories or terminology may vary, the basic content elements are very similar or comparable. As noted in the introduction to this chapter, the various report elements that will be recommended for CV reports were developed from these BV standards. Not every requirement from the BV standards crosswalks to CV, however, because of certain differences in the two types of valuation work. Yet, those that do not crosswalk can usually be adapted for use in CV. These adaptations are included in the elements recommended here. 2.2 Sufficient Information on the Scope of Work As a starting point, it may be helpful to look at the reporting requirement of the Scope of Work Rule from the Uniform Standards of Professional Appraisal Practice (USPAP). While USPAP does not apply to CV and does not govern all appraisal professionals, it is a major touchstone in the profession. The Scope of Work Rule states that an appraisal 2 USPAP Standard 10: Business Appraisal Reporting; SSVS1; IBA/NACVA Professional Standards. 82

6 5. Elements of a Compensation Valuation Appraisal Report report must contain sufficient information to allow intended users to understand the scope of work performed. This simple and straightforward requirement is perhaps the best standard for thinking about the issue of report content for CV. A report needs to tell the user what the appraiser did to reach a conclusion of value. 2.3 The Scope of Work and the Workfile as the Foundation for the Report While reports are critical to the valuation process, what may matter most in a valuation assignment is that the appraiser completed an adequate scope of work to arrive at a supportable conclusion of value. A great report doesn t make up for poorly conceived and implemented appraisal work. The most important and detailed record of that work is what is maintained in the appraiser s workpapers and workfile for the engagement. The report is usually going to be a summary at one level or another of the work completed, unless you want to write a really long report. Firms that have had their reports subjected to litigation will tell you that you need to have your workfiles and workpapers in order and in sufficient detail to support the conclusion of value. It is helpful, therefore, to think about valuation reports as a summarized version of the workfile. Step 1, however, is to ensure the workfile is in order. 2.4 The Level of Information in a Report Another useful distinction found in the BV standards is the idea of a detailed or summary report. 3 Both types of reports have the same basic content requirements, but the summary report provides a more concise version of what is included in the detailed reports. This distinction makes an important point: A report is more or less the story of what we did to arrive at a conclusion of value. We can tell the short or long version of that story, as long as we make sure to include certain key parts in the plot. USPAP s two types of BV reports, an Appraisal Report and Restricted Use Appraisal Report, appear to make a similar distinction with regard to the content and level of information in a report. The intended use and users of the report are what determine the appropriate level of information. When the intended user of a report includes only the client, a Restricted Use Appraisal Report may be used. This type of report must include the warning that the appraiser s opinions and conclusions set forth in the report may not be understood properly without additional information in the appraiser s workfile. 4 In other words, less information is included in the Restricted Use report than in the nonrestricted version. The scope of work and the contents of the workfile, however, do not change. 3 See SSVS1, paragraph 48; IBA/NACVA joint Professional Standards, Section V.C. 4 Standards Rule

7 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation 3.0 Content Elements in a CV Report The following sections outline key areas of information and content for a CV report. Each area contributes to informing the user about the scope of work completed in arriving at a conclusion of value. The level of detail included for each topic, however, is a matter of judgment for the appraiser, based on the intended use and users for the report. 3.1 Assignment Elements Certain elements are common to valuation assignments and reports. Taken together, these elements set up the primary requirements for the scope of work in the assignment. They indicate the critical parameters that direct the appraisal work to be completed. As such, they are important topics to include in CV reports. Many of the BV standards include these elements in the report introduction requirements. Such inclusion is very logical, since they outline the engagement scope of work. These assignment elements include the following areas. 5 Client and Intended Users of the Report In addition to identifying the client and other intended users, CV appraisers may want to consider the possibility that their report may end up in the hands of federal and state regulators. Certainly, reports prepared under attorney-client privilege (ACP) would generally not be subject to this review. Many clients, however, do not use ACP as part of their process. One response to this possibility is simply to embrace it. Write a report with the expectation that regulators will one day scrutinize it. Your report will be that much better if you prepare it based on that expectation. Such preparation does not necessarily mean that you need to name regulators as intended users. Rather, you develop the report assuming it will one day be subject to regulatory review. You may also want to discuss this possibility with the client. If the client wants to protect the report from regulatory review, the report should be prepared under ACP. Purpose and Use of the Valuation In stating that the intended use of the CV report is healthcare regulatory compliance, avoid language that implies the appraisal provides regulatory or compliance advice or guidance. Appraisers do not provide regulatory opinions and advice. Our job is not compliance per se. That s the responsibility of the client and client s legal counsel. Certainly, use of independent appraisers is an important part of a healthcare entity s compliance program. Our task in the program, however, is simply to provide clients with conclusions of value for the subject arrangement that are consistent with the regulatory definition of FMV. A client can either choose to rely on the opinion or not. 5 These assignments elements are based on USPAP s Scope of Work Rule and Standard 10, the Introduction elements for a BV report in SSVS1, and the IBA/NACVA Professional Standards. 84

8 5. Elements of a Compensation Valuation Appraisal Report Standard of Value and Jurisdictional Exceptions CV reports prepared for healthcare regulatory compliance purposes need to use the healthcare regulatory definition of FMV. Use and application of healthcare regulatory FMV in appraisal work, however, is a topic with many wrinkles. In certain instances, the regulatory definition of FMV may require the appraiser to depart from standard appraisal methodology. These departures are best addressed as jurisdictional exceptions. In fact, a helpful practice may be to discuss the definition of value and any jurisdictional exceptions in the same section of the report since they are interrelated. For a complete discussion of the issues involved with the regulatory definition of FMV and the use of jurisdictional exceptions, see Chapter 7, Complying With the Healthcare Definition of FMV in Appraisal Practice. Valuation Dates The topic of valuation dates in CV reports is one that requires some additions and adjustments to the BV framework for CV practice. BV standards make a distinction between the valuation date and the report date. The valuation date is the effective date of the appraisal on which the conclusion of value was determined, while the report date is the date the report is issued. Because CV deals with arrangements that typically span multiple years, CV reports need to address the duration of the report: How many years of the subject arrangement are covered by the report conclusion? Another issue is the lead time between the valuation date and when the subject arrangement actually starts. Valuations are usually obtained prior to consummating a transaction and the span of time between when a valuation is completed and when an arrangement begins can be several months. As a result, a CV report typically needs to address all the following dates: 1. Valuation date: The date when the CV appraiser arrives at a conclusion of value. It is the date through which the appraiser has considered known and knowable conditions and circumstances that affect the conclusion Report issue date: The date the report was issued. 3. Length of contract covered by the valuation: How many years of the subject arrangement are covered by the valuation opinion? 4. Required start date for the subject arrangement: By what date must the arrangement start for the valuation to apply or be effective? On the question of how many years of the contract are covered by the valuation, the critical issue is how much uncertainty exists relative to future conditions for the arrangement at the time the valuation is prepared. Given an ever-changing and dynamic 6 See SSVS1, paragraph

9 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation healthcare marketplace, two years is the standard benchmark for most appraisal firms. Some may go to three years in certain circumstances, but place special qualifications or limiting conditions on the opinion. They will say something on the order of assuming no major changes in market conditions related to the subject arrangement. Uncertainty of future conditions is also the central issue in determining the lead time between the valuation date and when the arrangement begins. CV practitioners frequently give three to six months of lead time. Some may go as far as one year, but again with special qualification language or limiting conditions relative to future changes in market conditions. One needs to think about the combined period of time covered by a CV report based on the lead time and the number of years covered. A report with an effective date one year out, coupled with a three-year contract period, means the conclusion of value is applicable to a four-year span. An appraiser needs to be sure he or she thinks the conclusion is supportable over that period. If special qualifications or limiting conditions are placed on the period covered by a CV report, it s important that such language be clear and readily apparent in the report and to the user. A client may not be comfortable relying on the report with such qualifications. For example, qualifying language related to changing future market conditions can shift the burden of the ongoing validity of the conclusion of value to the client. Someone will need to review market conditions in the future to ensure that they have not substantially changed since the valuation date of the report. Some clients will be willing to assume this responsibility; others will not. Type of Report: Summary or Detailed Labeling a report as summary or detailed communicates to a user what level of detail to expect in the report. It lets the reader know that there is relatively more or less information on the scope of work completed. This fact can be important for a user with questions or concerns about the valuation analysis. Most users tend to read a report at face value: What the appraiser did is what s discussed in the report. If a report leaves the user with many questions because the report is a Cliff Notes version of the valuation analysis, that user is likely to think the appraiser did not do adequate work. Using a label such as a summary report at least provides some clue to the reader that the report is merely a summary of the work, not the full account. The appraiser may have actually addressed certain issues, but failed to include details on how they were addressed in the report. The labeling, along with a brief definition of the label, can let the user know to seek additional information from the appraiser on the work completed. 86

10 5. Elements of a Compensation Valuation Appraisal Report Why does this matter? I have seen many summary-level reports without such labeling create negative impressions of appraisal firms within an organization. In my days as a client of valuation firms, I discussed many such reports with appraisers only to find that the negative impression was false. The report simply failed to document certain key areas of information. Not every client will be willing or able to make the effort that I did to get the rest of the story. A summary-level report that is not designated as such can mislead users about the appraisal scope of work and the appraiser s competence. I would not recommend leaving this possibility to the face value impressions of users. Scope Limitations It is imperative to identify and document scope limitations placed on the appraisal assignment, including the nature and extent of each restriction. In addition, discussing the implications of the limitations on the scope of work and conclusion of value so that the user understands them can be very important. It is also vital for the user to be aware of specific assumptions and/or limiting conditions that are included in the report to address the ramifications of certain scope limitations. When clients place scope limitations on an appraiser, they need to understand the consequences of such limitations on the appraisal. Limitations on Access to Data While it is a common practice to document sources of data used in a separate section of the CV report, discussing limitations on access to key data as part of the assignment elements or report introduction can serve to highlight the impact of limited data on the scope of work. This report section can include identification of the data that was not available and the circumstances surrounding the limited access to it. Users can also benefit from a discussion of the impact of the data limitations on the scope of work and the inclusion of any specific assumptions and/or limiting conditions to address the lack of pertinent data. Reliance on the Work of Specialists As with BV reports, documenting reliance on the work of specialists, including appraisers from other disciplines such as real estate or machinery and equipment, is essential in a CV report. Identifying the specific specialist and work that was relied on and addressing the nature, scope, and impact of this reliance on the conclusion of value are key items to include in a CV report. 87

11 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation Subsequent Events SSVS1 introduces the concept of disclosing material events or changes in conditions that occur after the valuation date and that were not known or knowable at this date. Where meaningful to a user, disclosure of such subsequent events may be warranted in the report to keep users informed. Such disclosure is intended, however, only for informational purposes and should not affect the determination of value as of the valuation date. Given the span of time covered by a CV report, including both the lead time from the valuation date to the start date of the arrangement and the number of years covered by the conclusion, disclosure of subsequent events may be helpful to users. Some clients may elect not to rely on an appraisal for healthcare regulatory purposes in light of certain subsequent events. Informing clients of these events is consistent with good professional ethics and client service. For a complete discussion of this topic, see SSVS1, Paragraph Background Information and Analysis of the Subject Arrangement Establishing the who, what, where, when, and why of an appraisal can be very helpful for the report user. While this information is not as important for the client contact with whom the appraiser has worked on the assignment, other users who are not familiar with the subject arrangement will appreciate an overview before having to wade through the details and critical issues of the valuation analysis. Important background information can be broken down into three key areas: Identification of the buyer and seller parties; Background and general information; and Analysis of the subject arrangement in the healthcare marketplace. The content of this report section can certainly vary based on the type of arrangement being valued and specific facts and circumstances related to it. In addition, the information content can be brief and concise. A good rule of thumb is to include information that will have some bearing on the valuation analysis or at least provide a context or backdrop for it. Identification of the Buyer and Seller Parties While fair market value (FMV) looks to the value between the hypothetical buyer and seller, it does not preclude, and in fact requires, identification of the actual terms of the arrangement. The specific parties can point to the scope and characteristics of the services or resources provided in the subject arrangement. For example, a hospital that is a 88

12 5. Elements of a Compensation Valuation Appraisal Report trauma center can have call coverage requirements that are distinct from a nontrauma center. A medical directorship for a new service line at a hospital may require more extensive duties and/or time demands than a directorship for a longstanding service at the facility. These types of factors, while relating to specific buyers and sellers, set the stage for the types of services provided. The key to fair market value is that it involves hypothetical transaction participants engaged in an actual transaction. That is why the specific parties, or more accurately, the specific terms contemplated, are critical to assessing fair market value. They may also help to highlight key local market conditions. If the only neurosurgery group in town is composed of three physicians and the two hospitals in town must rely on them for hospital call coverage, it will affect the supply of available neurosurgeons in the local market for call coverage services. Another example could include a hospital located in an area with a poor payer mix and high levels of charity care. This fact can affect the level of uncompensated care that is expected for physicians providing call coverage at the facility. It could also impact the expected collections and net practice earnings from employed physicians for the hospital providing clinical services in the local community. Discussion of such information can facilitate a full understanding of the arrangement for a user. The focus of information about the subject parties should be on service factors and market conditions. This focus provides a way to distinguish the use of such information from merging into a valuation based on investment value. The valuation analyzes the value for the hypothetical buyer and seller, given the service characteristics and local market dynamics. Here are some potential areas of information to include in describing the parties to an arrangement: Hospitals or other facility-based providers: Type of facility, including any trauma designation; Size in terms of beds or other meaningful measures; Location and service markets; Service lines; and Brief history: years in operation, past mergers (if relevant), etc. 89

13 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation Physician groups: Number of full-time equivalent physicians and nonphysician providers (NPPs) in the group; Specialties and subspecialties of the physicians and NPPs; Locations and service markets; Brief history; Unique services offered; Ancillary or technical component services offered at practice locations (for employment valuations); Facilities at which group physicians provide call coverage (when relevant for call coverage arrangements, especially those involving concurrent call issues or limited supply of physicians in the marketplace); and Ownership: physician, hospital/health system, or other type of ownership. Individual physicians: Specialty; Board certifications; Specialized training, such as fellowships; Specialized procedures and services provided, such as robotic surgery; Leadership positions held, such as medical directorships; Presentations and publications; and Years in practice. 90

14 5. Elements of a Compensation Valuation Appraisal Report Background and General Information on the Arrangement Two areas to address in the report are the history and service market for the arrangement. Both can have an impact on the value of the arrangement. A potentially important distinction is whether the arrangement is new or existing. This fact can affect the following: Extent of data available on the arrangement; Scope of duties: a new service may involve duties or services that would not be required after an initial start-up phase; and Uncertainty regarding the economics of the arrangement: a new service can present uncertainty for the parties. The service market can affect the supply and demand for the subject services as well as the reimbursement and key economics. Topics to address can include: Population levels and demographics; Supply of providers for the service in the service market, including physicians, hospitals, and other entities; and Reimbursement considerations, such as payer mix and commercial, Medicare, and Medicaid rates. These rates can vary widely across and within markets. 7 Analysis of the Subject Arrangement in the Healthcare Marketplace Part of analyzing the subject arrangement for valuation purposes includes an examination of the fundamental economics of the services or resources provided. One way to prepare and present this analysis in the report is to discuss the economics for the type of arrangement in a separate section. This analysis can look at four basic areas: Economic and operational origins of the services: What market forces and trends have given rise to the need for the subject services? In some cases, the origins of a service help explain the nature and extent of the services and its economics. For example, compensated call coverage has its origins in 7 For a complete discussion of this topic, see Chapter 37, How Reimbursement and Physician Compensation Vary by Market. 91

15 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation EMTALA and various trends related to physicians. Clinical co-management arrangements arose in response to market trends in pay for performance and payment for quality. Market trends and developments: What current and expected future trends will have an impact on the nature and economics of the services? Key trends in healthcare can include the following: Reimbursement; Supply and demand for physicians; Pay for performance and quality outcomes; Healthcare reform; and Innovations in care, treatments, and technology. Breakdown of the service/resource elements: One way to analyze services or resources provided in a compensation arrangement is to break them down into their distinct elements or parts. Analyzing key economic factors: Identifying and discussing the key economic factors involved in an arrangement type is a critical step in CV work. Preparing a brief summary of these factors provides a foundation for the scope of work that was completed for the assignment and the conclusion of value. 3.3 Terms and Provisions of the Arrangement Whereas BV reports describe the subject company and the characteristics of the subject ownership interest in that enterprise, CV reports need to focus on the terms of the proposed compensation arrangement. The description and analysis of the arrangement is one of the key sections of a CV report. The conclusion of value should be based on a set of contractual terms that affect the economics of the arrangement. Using a separate section of the report to describe, discuss, and analyze the arrangement terms and provisions gives due measure to their impact on value. Not all terms and provisions, however, affect the economics and the conclusion of value. Consequently, the CV report needs to focus on what drives the value of the compensation. The two key areas that generally determine value in a compensation arrangement are the scope of services or resources provided and the structure and terms of the compensation. The former drives the total value, while the latter affects how the compensation is specifically paid for the services in terms of how payments are made, e.g., hourly, base salary, per WRVU, etc., and the conditions or measures by which it is paid. In many arrangements, the total value has 92

16 5. Elements of a Compensation Valuation Appraisal Report to be allocated among individual compensation elements. This allocation can create a second set of valuation issues that the appraiser needs to address. The focus of a CV report, therefore, needs to be on discussing these two essential aspects. It is generally not necessary, however, to document every detail, nuance, and requirement of the contract terms related to these areas. For example, an agreement may include several specific tasks that relate to the community relations responsibilities of the medical director. It may be sufficient simply to list community relations as a duty in the description of the arrangement for a CV report. On the other hand, if the community relations tasks involved significant outreach activities and travel time was a major factor in the level of compensation or was paid at a separate rate from regular duties, including details on the outreach and travel duties would be warranted. The specific duties had an impact on the valuation. 8 Preparing a Summary of the Arrangement Drafting a summary of essential economic terms and provisions in a compensation arrangement is both required of the appraiser and beneficial to the appraiser for several reasons. First, the process of summarizing the terms in writing forces the appraiser to think through and analyze the arrangement. It is difficult to provide an accurate summary of something you do not understand. Second, many contracts are drafted based on legal or operational considerations that tend to overshadow the key economic elements. These elements may also be scattered throughout the document in various provisions, especially in highly complex agreements. They may appear in the document as unrelated, but economically, they are interrelated. Summarizing the terms allows the appraiser to provide a coherent economic presentation of them for the user. Third, summarizing the agreement provides a feedback mechanism or communication loop between the appraiser and the client. When an appraiser presents his or her understanding of the arrangement in summarized terms, it often highlights areas of misunderstanding. In fact, it may serve to alert the client to a misdrafting of the agreement language or to the fact that the currently negotiated terms are not what the client wants. Finally, preparing a well-written summary of the arrangement keeps the report focused, meaningful, concise, readable, and free of clutter. Cutting and pasting the actual contract language into the report can sometimes have the opposite effect. In some instances, however, it may be beneficial to include actual contract language. Three Key Ways to Summarize and Analyze an Arrangement for the Report An appraiser can summarize and analyze three aspects of an arrangement for purposes of the CV report. 8 This is a hypothetical example provided simply for illustration purposes. 93

17 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation 1. Description of the agreement terms. As discussed, the report should summarize the critical economic terms related to the scope of services or resources provided and to the compensation. To do this effectively, it can be helpful to use contract summary templates that pre-establish key terms for a given type of compensation arrangement, such as hospital call coverage or physician clinical employment. The template serves as a kind of checklist with a readymade format for summarizing the key terms. Sample templates are provided in the appendix to this chapter, Practice Aid: Key Contractual Terms in Compensation Arrangements. 2. Additional facts and circumstances related to the arrangement. In some situations, relevant facts and circumstances may affect the implementation, administration, or interpretation of an arrangement. A contract may not address certain issues or areas, but the client represents that an arrangement will be handled in certain manner. Past practice or historical course of performance may also affect how contract provisions are understood between the parties. Background facts or conditions may also affect the way the arrangement is performed and administered. Various facts and circumstances may also provide additional factors related to the scope of services or resources. When such matters affect the valuation analysis, it is a prudent practice to include them in the CV report as part of the description of the arrangement. The user needs to understand that these additional facts and circumstances are an integral part of the arrangement terms that affected the conclusion of value. 3. Observations and analysis of key terms and provisions. It can be very helpful for an appraiser to highlight and discuss certain key contractual provisions as part of analyzing their impact on the valuation analysis. The discussion can take the form of the appraiser describing how certain terms interrelate or in pointing out the economic or compensation implications for various provisions. It could also involve the appraiser providing commentary about whether certain items are usual and customary in the marketplace or unusual and unique. Again, such commentary and analysis should focus on areas that affect the valuation analysis. In general, an appraiser should be preparing this kind of contractual analysis as part of the scope of work. It is logical, therefore, to include it in the report. Yet, not all types of arrangements need a separately discussed contractual analysis in the report, e.g., simple or straightforward hospital call coverage or medical directorships. Use of this kind of contractual analysis is best applied as needed. 94

18 5. Elements of a Compensation Valuation Appraisal Report Identify the Specific Legal Parties to the Arrangement Another important point to keep in mind in providing information on the arrangement is to identify the actual legal entities or parties involved in the transaction, if known. This identification can affect the scope of the valuation analysis. Take, for example, an assignment to value call coverage for a health system-employed physician. If the scope of the arrangement is the compensation paid to the employed physician for call by the employer, the valuation needs to take into account the fact that the employer already covers benefits and professional liability insurance (PLI). The call coverage payment should not be grossed-up to include these amounts. In addition, if the employed physician is compensated based on a compensation-per-wrvu model, there is no uncompensated care risk for the physician. The employee is paid for wrvus performed related to call. Thus, the call stipend paid to the employed physician should not include any amount related to uncompensated care. The employer, on the other hand, is at risk for uncompensated care as well as for benefits and PLI. If the subject arrangement is between a hospital and the employer practice entity, then the FMV compensation amount would need to include an allowance for benefits, PLI, and uncompensated care. Another example would be a call coverage agreement or medical directorship with a physician group rather than an individual physician. This difference in contracting entity may mean that the practice can use any group physician or potentially independent contractors to provide the services. If the valuation analysis is built around a specific physician providing services with certain qualifications, but the arrangement is based on any physician in the group, the valuation analysis may not be applicable. Many appraisers confuse the client with the buyer or seller entity in a transaction. If a hospital or health system engages them to prepare a physician employment valuation, they may write the report identifying the hospital as the employer, when in fact, an affiliate of the hospital will employ the physician. If the arrangement takes place in a state with the prohibition on the corporate practice of medicine, the valuation report will not only be factually incorrect, but also imply that the client is violating state law. Hospital clients may not take too kindly to this kind of factual error. Practice Tips Here are some suggestions that can facilitate a streamlined process for valuation and report drafting relative to the arrangement terms. 1. Client prereview of the arrangement summary. In certain circumstances, sending the client a copy of the arrangement summary prior to publishing the valuation can be a productive way to confirm the appraiser s understanding of it. As noted, this practice creates a feedback loop to ensure that the client and 95

19 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation appraiser are working off the same set of terms. This practice is generally used when dealing with complex arrangements or when a client does not provide the appraiser with a draft agreement, but represents a series of contractual terms, particularly on a piecemeal basis. 2. When the client provides limited information on the arrangement terms. Clients will occasionally engage an appraiser but provide very limited information on the arrangement terms. Some clients may not have even worked out the key terms of the arrangement, but they want a valuation, and they need it now! When an appraiser gets placed in this position, one tactic for moving the engagement forward is for the appraiser to assume contractual terms and provisions that are usual and customary for the subject arrangement. Some may argue that such a practice crosses the line into deal advocacy and negotiation. Yet, another way to think about this practice is that the appraiser is, in effect, articulating the assumptions and limiting conditions that are necessary to support the conclusion of value. Ultimately, however, the client has to determine the contractual terms. This tactic is only intended to jump start the client s negotiation process with the other party. Another way to work through this type of situation is to identify the key contractual areas for a client and have the client determine the terms for these areas. An appraiser may provide market information to the client on typical terms observed in the marketplace, but the client should be the decision-maker as to the terms. 3. Documenting how terms of the arrangement were provided to the appraiser. It is recommended practice to note in the CV report how the terms and provisions of the arrangement were communicated to the appraiser. Was a draft agreement provided? Were only selected terms and provisions communicated? Was the current agreement provided, and the client represented the same agreement form would be used? Documenting how the terms were provided can serve to protect the appraiser from claims that the valuation covered terms and provisions that were not disclosed to the appraiser as part of the valuation process. 3.4 Sources of Information In identifying the sources of information used in the appraisal, two distinctions can be useful to make as part of a CV report. The first distinction is between the information provided by the client or the parties to the arrangement and data that was gathered independently by the appraiser. The reason this distinction is important is that the two sources of data may not be equal with respect to their quality, relevance, and independence. In addition, by separately identifying data from the client or arrangement 96

20 5. Elements of a Compensation Valuation Appraisal Report parties, the representations of the parties with respect to the accuracy and veracity of data provided can be highlighted and tied to specific items. Alternatively, these data items could be identified in the section detailing representations made to the appraiser (see Section 3.6 below). As noted in the inventory of assignment elements, limited access to data is an important issue to highlight in a report. It can be informative for users to know what items of data an appraiser attempted to gather, but was not successful in obtaining. Such data may include information not made available by the parties to the arrangement as well as relevant data that the appraiser could not obtain from independent sources. It could also include data that the appraiser concluded lacked credibility, independence, or sufficient detail to use in the appraisal analysis. The reason discussing such limitations can be useful is that it demonstrates the appraiser pursued an adequate scope of work relative to the assignment and maintained independence. If discussion of such data is omitted from the report, a user could conclude that the appraiser did not attempt to gather relevant data, and thu, the conclusion of value is flawed. It can also explain why the appraiser used certain assumptions, limiting conditions, and valuation approaches and methods as a result of not having access to certain data. 3.5 Assumptions and Limiting Conditions Two meaningful distinctions can be made with regard to report assumptions and limiting conditions. The first is between those that are general in nature and those that are specific to the subject valuation assignment. General assumptions and limiting conditions can be defined as those that apply to all valuation assignments. While critical, they are essentially boilerplate to valuation reports. Assignment-specific assumptions and limiting conditions apply only to the appraisal of the subject arrangement. Reporting these separately from the general, boilerplate ones provides clients and users with very meaningful information. Because of their commonplace use and general nature, boilerplate disclaimers are often overlooked. This tendency presents a problem, however, for the appraiser. Critical and specific information relative to the conclusion of value can be contained in the assumptions and limiting conditions. Clients may need to act or respond directly to such items. If they are merely mixed in with otherwise boilerplate items, a breakdown in the communication process can occur. One way to address this situation is to separate these items out and highlight them in the report. Another useful distinction is found in the ASA BV reporting standards. These standards distinguish between assumptions and limiting conditions relating to the data used in the valuation and to the validity of the valuation. 9 While these standards address general 9 ASA Business Valuation Standards, BVS-VIII Comprehensive Written Business Valuation Report, Section III. 97

21 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation matters, we might adopt this distinction as one way to group assignment-specific assumptions and limiting conditions. Categorizing and grouping such items can help users understand their context, meaning, and implications. A random listing of material is usually not an effective communication strategy. Use of standard BV terminology and categories for assumptions is also beneficial. The concepts of hypothetical conditions and extraordinary assumptions are applicable in CV as well as BV. 3.6 Representations of Information Provided to the Appraiser It can be helpful to distinguish between representations to the arrangement the client made and those other parties made. This distinction is useful because it identifies the actual source of the representation. In addition, it may not be meaningful to have the client affirm a claim made by the other party. The client may not be able to ascertain the veracity or accuracy of a representation in a practical or timely manner. In addition, making the ultimate or initial source of a representation commit to it in writing is one way to screen information. In my years of experience in negotiations and transactional development, I found information claims tended to self-correct or even disappear once a party was required to represent and affirm the claim in writing. Parties to a transaction often speak in the heat of the moment using overstated or fuzzy facts. A representation letter helps parties clarify their remarks. 3.7 Valuation Analysis of the Arrangement The discussion and presentation of the valuation analysis in a CV report can readily follow along the lines of what would be found in a BV report. The topics covered can include the following: 1. Identification and definition of the approaches to value considered. 2. Identification of the approaches used and applied in the valuation, including the reasons for using the approaches and the reasons for not using other approaches. 3. Description and discussion of the valuation methods used under each approach applied, including: a. Data and assumptions used the method; and b. How the method addresses the fundamental economics of the subject arrangement. 98

22 5. Elements of a Compensation Valuation Appraisal Report 4. Discussion of any critical issues in the analysis. 5. Support and defense of the methods, data, and assumptions used in the analysis. 3.8 Valuation Synthesis and Conclusion of Value If multiple methods are used in the valuation analysis, the valuation synthesis section discusses how the appraiser arrived at a conclusion of value using the various indications of value from these methods. This discussion addresses the mechanics of the synthesis, but more importantly, the reasons and analysis behind the process. For conclusions of value, it is important for the CV report to relate the conclusion of value back to the compensation structure of the subject arrangement. CV report users are looking for FMV numbers that correspond to individual elements of compensation in the contract. It is helpful to present or translate the conclusion of value into these contractual components in the conclusion of value section of the report. If a separate analysis is necessary to convert or allocate the conclusion of value into the arrangement structure, a discussion of this process is usually necessary for the user to understand how the appraisal got from one set of numbers to the other. In certain situations, it may make sense to simply state the conclusion of value in terms of a statement that the proposed compensation under the subject arrangement is consistent with FMV. Even when this format is used, it is beneficial to include the proposed compensation terms and elements in the conclusion section. 3.9 Appraiser s Certification and Representations Consistent with USPAP and BV standards, it is critical to the integrity and credibility of the CV report for the appraiser to be and represent that he or she is objective, independent, and without bias toward the subject arrangement and the valuation of it. A simple template or checklist for key representations can be found in USPAP Standards Rule Appendices and Exhibits From the user s perspective, here are some thoughts to consider on the use, development, and presentation of report appendices and exhibits. 1. Users appreciate well-designed exhibits that are generally self-explanatory. They are laid out in a logical fashion with descriptive, clear labeling and notes; 2. Certain terms and acronyms may be known to the appraisal community or within a firm, but they are Greek to many users. It s always helpful to define terms and acronyms; and 99

23 The BVR/AHLA Guide to Healthcare Industry Compensation and Valuation 3. If a user needs to borrow a neurosurgeon s microscopic surgery glasses to read an exhibit, you can be assured the client will not appreciate this inconvenience. Exhibits with small print that can only be read with a magnifying glass are inconsiderate to clients and users. It communicates that the user s ability to review the exhibit is unimportant to the appraiser Qualifications of the Analyst While many CV appraisers do not include their resumes in a report, the practice is standard in BV. It can be helpful to users who are not familiar with the appraiser or firm to see the credentials of the report signatory and any contributing appraisers Transmittal Letter and Table of Contents A table of contents is very helpful to users trying to find certain sections of a report. Besides incredibly small print in exhibits, nothing is more frustrating to a client than having to thumb or scroll through pages of a report to find a pertinent section, especially the page with the FMV numbers on it! A list of exhibits and appendices is also useful to users for the same reason. It also assures the user that he or she has the complete report when reviewing. Transmittal letters are mentioned in many of the BV standards. They provide information on the transmission of the report to the client. 4.0 Practical Ideas and Applications The following sections present a series of ideas and practices that may be helpful to firms in developing reporting practices and templates for general use and with specific clients. 4.1 Use of an Executive Summary An executive summary is a great tool for allowing a user to get right to the FMV numbers, while also being exposed to certain key elements of the report and conclusion. To be effective, its content should include these important elements, but in a highly summarized, at-a-glance table or bullet point format. Many of the assignment elements listed in Section 3.1 above can simply be included in an executive summary and not repeated elsewhere in the report. A sample listing of elements includes the following: Client and intended users of the report; Purpose and use of the valuation; Standard of value and its definition; Jurisdictional exceptions; 100