Merger & Acquisition Panel Discussion

Transcription

1 Merger & Acquisition Panel Discussion Presented by: Stoneridge Partners November 1, 2:30 pm 1 1 Shelly Berman Principal for Simione Healthcare Consultants Responsible for the firm s Merger & Acquisition Department Certified Public Accountant & Certified Valuation Analyst 1

2 Peter Sosnow Vice President, Corporate Development for SeniorBridge since Brian Bruenderman, JD Director of Development for Almost Family Past Director of Development for ResCare Received Juris Doctor degree in law in 2002 from the University of Louisville 2

3 Kevin Taggart, Partner, Stoneridge Partners Past owner of a very successful home care agency. Successful M&A Intermediary with Stoneridge Partners. Medicare Traditional $19 billion reimbursement down 22% since 2009 Medicare Managed Care Payor Sources Medicaid Waiver Programs (aka Home & Community Based Services HCBS) the largest publicly funded home care program $40 billion Pediatric Medicaid Private Pay perhaps 30K Providers Many Franchises 95% under $3M Care Management often combined with Private Pay Hospice primarily Medicare 6 3

4 Stoneridge Partners Home Health Index % Change 2002 to present Stoneridge Partners Home Health Index % Change 2002 to present 4

5 Stoneridge Partners Home Health Index % Change 2002 to present 5/1/2002 $ 6.28 Stoneridge Partners Home Health Index % Change 2002 to present 10/1/2008 $ /1/2002 $

6 Stoneridge Partners Home Health Index % Change 2002 to present 10/1/2008 $ /1/2002 $ /1/2009 $21.01 Stoneridge Partners Home Health Index % Change 2002 to present 5/1/2010 $ /1/2008 $ /1/2002 $ /1/2009 $

7 Stoneridge Partners Home Health Index % Change 2002 to present 5/1/2010 $ /1/2008 $ /1/2010 $ /1/2002 $ /1/2009 $21.01 Stoneridge Partners Home Health Index % Change 2002 to present 5/1/2010 $ /1/2011 $ /1/2008 $ /1/2010 $ /1/2002 $ /1/2009 $

8 Stoneridge Partners Home Health Index % Change 2002 to present 5/1/2010 $ /1/2011 $ /1/2008 $ /1/2010 $ /1/2002 $ /1/2009 $ /1/2011 $11.64 Stoneridge Partners Home Health Index % Change 2002 to present 5/1/2010 $ /1/2011 $ /1/2008 $ /1/2010 $22.24 Current $ /1/2002 $ /1/2009 $ /1/2011 $

9 12 Month Trailing 11/1/2013 $ Month Trailing 11/1/2013 $ CMS Proposal 9

10 Totals for 2 nd Quarter Totals for 2 nd Quarter Revenue 980m down 5.2% Gross Profit $ 442m down 6.4% 64% Gross Profit % 45.1% down 1.1% Operating Income 54m down 30% HH Index Stock Price plus 11.3% Includes Almost Family, Amedisys, Gentiva, & LHC Group Source the Stoneridge Partners Home Health Index 10

11 Medicare Issues Drop in reimbursement in the past three years Re basin g cuts 3 ½% each year for four years. ACOs Third party audits Fraud & abuse issues Geography plays a role in valuation Sequestration cuts Managed care Co pay threats Formal Valuations 11

12 Comparisons to Industry Benchmarks National State Not-For-Profit Real Time Metrics PROPERTY OF SIMIONE HEALTHCARE CONSULTANTS 23 Benchmarking Gross Margin Net Margin A&G Costs/Revenue Direct Cost per Visit Average Visits per Patient Therapy Utilization Medicare Adjustments; Up Codes, Down Codes, LUPA % CMI Beginning and Ending Days Sales Outstanding Working Capital Quick Ratio Other Balance Sheet Metrics PROPERTY OF SIMIONE HEALTHCARE CONSULTANTS 24 12

13 Two Basic Approaches Income/Cash Flow Market Allowed to Weight Approaches but Not Average Market 1. Published Data 2. Need to Identify Terms of the Transaction PROPERTY OF SIMIONE HEALTHCARE CONSULTANTS 25 Who s Buying Medicare Agencies? 13

14 Senior Living Invests in Home Health Emeritus Acquires Nurse On Call Revenue $140 million Selling Price for 100% $112 million or 75% of revenue. Multiple of EBITDA 6.5 Hospitals Invest in Home Health Kindred Acquires IntegraCare Holdings Revenue $71 million Selling Price 100% of revenue. Multiple of EBITDA

15 Strategic Buyers are buying Almost Family pays $12.5 million for Indiana Home Care Network. Medicaid & Dual Eligible 15

16 Addus HealthCare 24 Month Trailing 10/1/2012 $5.35 Addus HealthCare 24 Month Trailing 3/1/2013 announces sale of Medicare 10/1/2012 $

17 Addus HealthCare 24 Month Trailing 11/1/2013 $ /1/2013 announces sale of Medicare 10/1/2012 $5.35 Multiples of EBITDA Home Health Index Average

18 Multiples of EBITDA Home Health Index Average 6.8 Addus 14 Multiples of Revenue Home Health Index Average 55% 18

19 Multiples of Revenue Home Health Index Average 55% Addus 107% Significant Acquisition 19

20 Gentiva buys Harden Hardin $476M revenue 60% from Community Care Programs 40% from hospice Gentiva buys Harden Gentiva sells for 65% of revenue 20

21 Gentiva buys Harden Gentiva sells for 65% of revenue Buys Harden for 86% of revenue Medicaid Issues Waiver programs also known as Home & Community Based Services (HCBS) Huge changes since Affordable Health Care Act. Federal match incentives Increase in beneficiaries State dependent The increase masks large variances between states Move to managed care (Managed Long Term Service & Support) (Humana buys American Eldercare) Implementation of dual eligible demonstration program. Increased role in avoiding more expensive settings SNF acuity changes and diversion & go home initiatives Valuations? 21

22 Initiatives from NAHC Medicaid Establish Medicaid as mandatory benefits and support rebalancing of long term care expenditures in state Medicaid programs in favor of home care. Establish reasonable standards for consolidation of Medicare fee for service payments for Medicaid for dual eligible beneficiaries. Congress should suspend CMS approval of dual eligible demonstration programs. Private Duty Home Care Difficult to scale perhaps 30,000 providers 95% under $3 million Large franchise presence Care Management often a component Loss of overtime exemption on the horizon Affordable Health Care Act with mandatory health insurance 1099 or W 2? Humana buys SeniorBridge, rapidly expands their home care presence What is going on there? Care Management or Case Management the difference? 22

23 Organizations on the Regulatory Front National Association of Home Care & Hospice (NAHC) Partnership for Quality Home Health Care america.org Initiatives from NAHC Medicare Opposition to a Medicare co pay, what NAHC terms a sick tax. Ensureappropriate andadequate adequate reimbursement, which would ask that ObamaCare include all usual and customary business costs. Allow nurse practioners and physician assistants to sign Plans of Care. 23