What is my company worth?
Many Behavioral Health companies sell within a range between 5-7 X normalized EBITDA. This most commonly used formula is a pretax earnings multiplier that assumes an asset purchase where the seller keeps the cash and accounts receivable and is responsible for any liabilities associated with the company. Larger, more profitable companies, with the desired Payor Mix can sell for a premium above the range while smaller, marginally profitable companies can sell for a discount below the range. There are MANY variables and we offer a FREE “no obligation” preliminary evaluation to determine a “Most Likely Selling Price” for most healthcare companies.
How long will it take?
The seller has a lot to gain by following a carefully measured process. In order to allow time for: a) the collection and analysis of data for valuation, b) the qualification of prospective buyers and the execution of confidentiality agreements, c) the negotiation of the letter of intent, d) the completion of due diligence and finally, e) the negotiation of the definitive purchase agreement and the transfer of all applicable licenses, most sellers can expect a 90 – 120 day process from the decision to sell to the close of the transaction. In a hot market the timetable can be accelerated, but in cooler times the pace can be glacial.
Do we know a buyer?
Yes, we have the largest amount of registered buyers of Behavioral Health, home health, hospice, DME/HME, medical staffing, acute care, long term care, diagnostic imaging and all other healthcare service providers available. Also, because we are always in the market, we know who’s buying and how much they’re paying. And if we don’t already have enough registered buying prospects, we will conduct a dedicated search to identify and qualify new ones; specifically for your business.
What is the difference between an ASSET PURCHASE purchase and a STOCK SALE?
In a stock sale, the seller sells the actual corporation including all assets and liabilities, usually including cash, accounts receivable, bank debt, and all IRS/CMS liabilities. In an asset purchase, the buyer only buys certain core assets of the company, usually leaving the seller with the cash, accounts receivable and all liabilities associated with the company. Whether a transaction is a asset purchase or a stock sale, who actually gets what assets and liabilities at closing is entirely negotiable. Because of the risk associated with contingent liabilities, many (but not all) transactions in the healthcare industry are asset deals. In all cases, it is extremely important to consult with a qualified tax advisor and an experienced transactional attorney before entering into any binding agreements.
What about personal expenses that the seller runs through the business?
The most commonly used metric for valuation analysis is adjusted EBITDA. In the case of a private company with significant personal (e.g. country club dues, owner’s vehicles, etc.) or non-recurring expenses (e.g. fire, lawsuit, etc.), it is appropriate to calculate an adjusted EBITDA and to present a recast or restated financial statement that reflects the normalized financial characteristics of the company along with the actual numbers. However, it is absolutely imperative to disclose, explain, and defend each assumption used to adjust the actual EBITDA in a clear, honest and forthright manner.
What is required during due diligence?
Due diligence is the verification of all representations made by the seller upon which an offer has been based. Due diligence is not initiated until after an offer has been accepted and a letter of intent has been executed. Sellers can expect buyers to exhaustively review all clinical, operational, and financial records. For most sellers this process should require a few representatives of the buyer to spend a week or so near the corporate headquarters of the seller. That time is spent mainly offsite with occasional visits, after hours to the actual business itself. The buyer should then immediately conduct a final analysis of all pertinent information and proceed to the negotiation of the definitive purchase agreement with the seller. If due diligence verifies the representations of the seller, the definitive purchase agreement should reflect the price and terms agreed upon in the letter of intent.
How is Confidentiality protected?
We understand that the sensitive nature of each transaction requires complete confidentiality. Employees, patients, suppliers, and the competition need not know your intentions until you are ready to announce that a deal has closed. We guard your proprietary information: executing confidentiality agreements with each and every qualified prospective buyer, seller, or third party. Furthermore, we don’t provide comprehensive information about our clients just because someone has signed a confidentiality or nondisclosure agreement. We start with preliminary summary information and provide more detail on an “as needed” basis only when appropriate.