< PreviousA PROFESSIONAL DEVELOPMENT JOURNAL for the CONSULTING DISCIPLINES 40 MAY | JUNE 2020 t h e v a l u e e x a m i n e r In describing the breast cancer surgeon integration, the complaint details the FMV analysis process.24 The complaint quotes the valuation report in forming the basis of its allegations relating to the integration.25 The valuation opinion found the proposed physician compensation to be at the 97th percentile of industry market data, in the 84th percentile based on work relative value units (wRVUs), and in the 56th percentile based on a per-collections ratio.26 Ultimately, the valuation report could only opine that CHN’s proposed compensation was reasonable for a one- year period.27 Importantly, the FMV opinion was predicated on data provided by CHN;28 data the complaint alleges was intentionally erroneous and contained ancillary and technical services, in addition to the personally performed professional services.29 The complaint asserts other violations of the Stark Law, such as CHN’s 2009 integration of cardiovascular specialists.30 CHN allegedly paid 34 specialists at the 90th percentile of national industry market data.31 The complaint directly quotes an internal communication between CHN’s CFO and CEO describing the central role that the cardiovascular testing referrals would play in “funding the venture.”32 The internal communications paint the picture that CHN strongly considered (and based the compensation amounts on) the volume and value of the cardiovascular physicians’ referrals when designing and implementing their compensation structures.33 In fact, the 10 percent higher compensation rate for the cardiologists (over the vascular surgeons) is alleged to be based on the higher “outpatient technical net revenues,” according to quoted internal documents. 34 Similar to the breast surgeon integration transaction, the complaint looked to the role of the valuation in this cardiovascular integration. Quoting internal emails, the complaint asserts that CHN upper-level management specifically avoided certain valuation firms due to their perceived “conservative” valuation methodology, which might have resulted in an unfavorable opinion for CHN.35 Valuation firm selection, according to internal emails 24 Id. at 25. 25 Id. 26 Id. at 25–26. 27 Id. at 25–27. 28 Id. at 28. 29 Id. at 28. 30 Id. at 33. 31 Id. 32 Id. at 34. 33 Id. at 35. 34 Id. 35 Id. at 37. quoted, appears to have been made on the basis of the firm’s perceived willingness to state that higher compensation amounts were FMV and whether the firm “appear[ed] to have physician eligibility requirements for purposes of a physician qualifying for the 90th percentile.”36 CHN allegedly engaged a valuation firm for a preliminary opinion on the basis of the firm’s perceived leniency, but apparently did not receive the opinion it sought.37 CHN then allegedly sought a second valuation opinion in hopes of receiving a favorable result; however, that valuation draft analysis stated that “This [compensation program] is well beyond any professional standard that [the valuation opinion] would use for this assessment.”38 According to the second valuation report, the compensation for at least 27 of the 34 cardiovascular specialists exceeded FMV under the firm’s “traditional analysis.”39 However, the valuation report noted that the compensation may still be warranted on the basis of “more lenient” criteria, i.e., (1) satisfaction of certain “business judgment factors”40 and (2) meeting certain (slightly higher) industry normative benchmark thresholds.41 The valuation firm admitted that such criteria were “outside the generally accepted standards” and were to be applied only “on an exception basis.”42 However, 23 of the 34 cardiovascular specialists still did not satisfy these additional, exceptional benchmark thresholds; therefore, the valuation opinion did not analyze the “business judgment factors” of those proposed compensation arrangements.43 The valuation opinion stated that projected compensation levels “for the majority of the cardiologists and for all of the cardiovascular surgeons do not meet the criteria...as [a] 36 Id. 37 Id. at 39. 38 Id. at 40. 39 This “traditional analysis,” which is described more fully in the complaint, consisted of the following considerations: (1) total cash compensation (TCC) not in excess of the 75th percentile, and (2) TCC per wRVU not in excess of the 60th percentile. Id. at 41–42. 40 Such factors included strategic importance of service line, community need, clinical outcomes achieved, financial performance of service line, recruitment or retention difficulties, individual accomplishments, leadership/ business skills, grant dollars received, name recognition, individual training, historical compensation, offer letters from competitors, temporary compensation during physician shortages, and exceptional work effort. Id. at 42–43. 41 These benchmark conditions (both of which had to be met) were: (1) TCC exceeding “the 75th percentile of the market, and clinical cash compensation to productivity ratios...between the 60th...and the 75th percentile of the market, particularly if based on wRVUS [sic], and non-clinical hourly pay rates...do not exceed the 75th percentile”; and, (2) “Total compensation exceeds the 7th percentile of the market due to benefit levels that are between the 50th...and the 75th percentile of the market.” Id. at 41–42. 42 Id. at 42. 43 Id. at 43.A PROFESSIONAL DEVELOPMENT JOURNAL for the CONSULTING DISCIPLINES t h e v a l u e e x a m i n e r MAY | JUNE 2020 41 measure of...FMV.”44 Nevertheless, CHN’s compensation committee allegedly approved the compensation plan despite (1) not receiving a favorable FMV opinion, and (2) the stated concerns of the CHN board of directors that the salaries were excessive.45 Four years later, supposedly due to the concern from CHN’s upper-level management regarding the high compensation levels, a third valuation opinion was sought for a physician benchmarking analysis. This analysis found that the cardiovascular specialists’ compensation was high and CHN was “paying the physicians more per wRVU than what is being collected.”46 In addition to each of the compensation arrangements with specific specialists, the complaint asserts (on a more general level) that the incentive compensation structure of CHN was in violation of the Stark Law.47 Part of the incentive compensation was allegedly conditioned on “hospital downstream revenue specific to the physician.”48 The complaint alleges that by “conditioning incentive compensation on the physicians meeting a target of revenues from their referrals to CHN,” the incentive compensation structure took “into account the volume or value of their referrals.”49 Based on this presumption, the complaint asserts that the incentive compensation structure violated the Stark Law.50 Conclusion The allegations, if true, represent a clear pattern of compensation agreements being structured in accordance with “downstream referrals.” The prominent role of CHN’s valuations throughout the complaint exemplifies the important role that valuation firms play in ensuring compliance with federal and state fraud and abuse laws. Since the 2015 Tuomey case,51 there has been increased pressure on healthcare organizations to justify their compensation 44 Id. at 44. 45 Id. at 44–45. 46 Id. at 48. This threshold is sometimes termed the “Tuomey cap.” United States ex rel. Drakeford v. Tuomey Healthcare System, Inc, 92 F.3d 364 (4th Cir. 2015). 47 United States’ Complaint in Intervention at 61–62, U.S. ex rel. Fischer v. Community Health Network, Inc., No. 1:14-cv-1215 (S.D. Ind. Jan. 6, 2020). 48 Id. at 62. 49 Id. at 63. 50 Id. 51 United States ex rel. Drakeford v. Tuomey Healthcare System, Inc, 92 F.3d 364 (4th Cir. 2015). The government successfully alleged that the healthcare system had physician compensation agreements in excess of FMV, which resulted in a large payout by the hospital. arrangements according to FMV, a fact acknowledged by CHN according to the complaint.52 The DOJ’s complaint illustrates the importance of the documentation surrounding proposed compensation arrangements—not just the board minutes discussing the arrangements, and the valuation opinions submitted for the organization’s consideration, but also the communications related to this documentation, which can be utilized to prove knowledge and scienter53 by whistleblowers. Valuation firms must acknowledge the possibility that their reports and client communications may be used in litigation. At the same time, they should maintain the candidness and professionalism necessary to safeguard the valuation professional’s compliance with industry standards and to reduce regulatory risk. Todd A. Zigrang, MBA, MHA, FACHE, CVA, ASA, is president of Health Capital Consultants, where he focuses on the areas of valuation and financial analysis for hospitals and other healthcare enterprises. Mr. Zigrang has significant physician-integration and financial analysis experience and has participated in the development of a physician owned, multispecialty management service organization and networks involving a wide range of specialties, physician owned hospitals, as well as several limited liability companies for acquiring acute care and specialty hospitals, ASCs, and other ancillary facilities. Email: Jessica L. Bailey-Wheaton, Esq., serves as vice president and general counsel of Health Capital Consultants, where she conducts project management and consulting services related to the impact of both federal and state regulations on healthcare exempt organization transactions, and provides research services necessary to support certified opinions of value related to the fair market value and commercial reasonableness of transactions related to healthcare enterprises, assets, and services. Email: jbailey@ healthcapital.com. 52 United States’ Complaint in Intervention at 49, U.S. ex rel. Fischer v. Community Health Network, Inc., No. 1:14-cv-1215 (S.D. Ind. Jan. 6, 2020). 53 Scienter is a legal term of art defined as “a mental state in fraud (as securities fraud) that is characterized by an intent to deceive, manipulate, or defraud.” Merriam-Webster, s.v. “Scienter (n.),” accessed January 23, 2020, VEA PROFESSIONAL DEVELOPMENT JOURNAL for the CONSULTING DISCIPLINES 42 MAY | JUNE 2020 t h e v a l u e e x a m i n e r I hope you enjoyed the March/April interview with Kim Tavares. Our interview series continues, with this issue featuring Josh Horn. Snapshot: My credentials: CPA, CVA, ABV I’m located in: Tolono, Illinois, near Champaign and the University of Illinois On my own since: August 2016 Name of my firm: Horn Valuation My practice sweet spot is: M&A for buyers and sellers of trade contractors and construction companies Typical size company I deal with: $1 million to $10 million in sales Rod: So, the BVFLS profession isn’t exactly a calling. Tell us about your background and how you got to where you are today. Josh: The seed was planted early, but it was a winding road to get here. Most of my career (15 of 22 years), I was a tax and small business consultant. I was fortunate to start out working for a sole tax practitioner who was one of the only BV professionals in my area. I found the dispute and divorce work fascinating but didn’t pursue it because I thought I was going to do taxes forever. A decade of tax seasons later, I began to wonder, “Is this it?” When I had the chance to take NACVA’s week-long training, I jumped on it. That really opened my eyes to opportunities I hadn’t considered. (Thanks to Mark Kucik and many others!) I soon felt like a fish out of water with my mostly tax and audit colleagues in our mid-sized CPA firm. Unfortunately, since I had a deadline on the 15th of every month, I couldn’t get traction with the valuation work. The firm saw BV as “filler,” while I saw it as a premium service focused on solutions. My frustration grew, but now I was a father. Since I wasn’t prepared to jump out on my own and I had an itch to get into corporate accounting, I made what I thought was a safe choice and became a controller at an international distributor of radio-controlled toys operating in three countries. My pay went up but so did my hours and stress. But there’s no substitute for working with the complexities and personalities of a large company. Since we had a small staff and little automation, I was neck- deep in everything. I already had the outside consulting toolkit, and now I understood where problems arise inside a business. Pairing these two skillsets sharpened my valuation abilities and built my confidence. The company I worked for fell on hard times, and this coincided with my wife buying out her business partner. She then had a hole on her bench for a part- time CFO. I wanted to take control of my destiny…and the rest is history. Rod: What was your first year like and what would have made it better? Josh: Slower than I would have preferred! I had a large network, but I miscalculated how my existing contacts wouldn’t drive as many leads as when I was a tax practitioner. I also aimed too broadly for clients and referrals and tried too many marketing tactics instead of finding the one or two that worked best. Marketing requires a lot of experimenting— Interview: Josh Horn Josh Horn PRACTICE MANAGEMENT Practicing Solo "Practicing Solo” features interviews with our industry’s new and seasoned sole practitioners. If you are itching to join the solo ranks, or striving to be more efficient and effective in your established one-person firm, this column offers you practical advice, steeped in experience from the trenches, that can move you forward. By Rod P. Burkert, CPA, CVA /////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////// ///////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////A PROFESSIONAL DEVELOPMENT JOURNAL for the CONSULTING DISCIPLINES t h e v a l u e e x a m i n e r MAY | JUNE 2020 43 test/fail, test/fail, test…success! Then, double-down on what works. What works for me may not work for someone else, but I’m happy to share what I’ve learned. Rod: Do you practice in a specialized niche today? Josh: Not 100 percent, but I know what I do well and that lies in two areas. I tell everyone I do valuations for M&A and disputes (shareholder and divorce). I do some estate work but I don’t seek it. The business clients I click with best are trade contractors (HVAC, construction, plumbing, electrical) looking to buy or sell businesses. It probably goes back to my tax days, since I feel comfortable with these owners and the work they do. I also work with family law attorneys to value businesses, allocate marital and nonmarital assets, and investigate accounting records. Rod: What has been your best marketing tactic? Josh: Speaking has led to the most engagements. It’s not always immediate, but I can trace many of my assignments to speaking. The challenge is, it’s time-consuming, particularly the preparation of material. To counter that, I’m actively blogging (once a week) and try to post on social media every day (LinkedIn, Facebook, and Twitter). This builds awareness, which is a must to get face-to-face meetings. If the prospective client is ready and I get a meeting in person, my chances of getting work are high. It also helps that I have researched their business, understand their industry, ask thoughtful questions, and bring a sample of my work product and positive client reviews. Regarding those reviews—I write them after I complete an engagement and have the clients confirm what I wrote. Or they can write their own if they prefer something different. Fortunately, I get positive reviews returned to me almost every time. I redact client names and don’t disclose business names. And I get their signed acknowledgment that I will use their review on my marketing materials and website. Rod: How do you price your work? Josh: Fixed fees whenever possible. My approach is to price with options. Three is optimal. Rod: How do you differentiate yourself from larger firms? Josh: I make it clear to my prospective clients that they are getting me and my expertise in solving their problems that I have solved before. The larger firms in my market sometimes have better name recognition, but this is still a personal business. In addition, the larger firms don’t always have a local BV expert who can meet face-to-face. Finally, some of my competitors are also running a tax practice or they have a conflict of interest in a divorce or litigation case. So they either don’t have the time or can’t do the work without breaching their ethics standards. Because of this, I’ve met many of my competitors and maintain good relationships with them. This works well since CPAs and larger firms are good referral sources for me. I also ask clients challenging and insightful questions after we have gotten to know each other a bit. I’m very curious, which helps get them talking about themselves and their businesses. The more interested I am in them (I don’t fake it!), the better we usually connect— an old principle from How to Win Friends and Influence People (1936). Rod: Do you work from a home office or an “office” office? Why? Josh: I mostly work from a home office because I can work there for hours uninterrupted, and I don’t currently see the benefits of an “office” office outweighing the costs. When I meet face-to-face, the client’s business or a restaurant works great. I also use the conference room at my wife’s company when those options don’t work. Rod: What is your current mobile device? Josh: Samsung Galaxy S9. I’m happy with the Android platform and the Samsung phones have been reliable, which is great since I tend to keep my phones for a while. And it syncs with virtually everything I do in my office. Rod: Describe your current computer/workstation setup. Josh: Dell XPS 13 with DisplayLink docking station and two Dell 24-inch UltraSharp monitors. This offers very good horsepower and visual clarity while also giving me the flexibility to go mobile in minutes with a very light machine. It’s not always immediate, but I can trace many of my assignments to speaking. The challenge is, it’s time-consuming, particularly the preparation of material. A PROFESSIONAL DEVELOPMENT JOURNAL for the CONSULTING DISCIPLINES 44 MAY | JUNE 2020 t h e v a l u e e x a m i n e r Rod: Besides your phone and computer, what apps, gadgets, or tools can’t you work without? Josh: Logitech C920 HD 1080p external webcam, Audio- Technica 2020 USB cardioid condenser microphone, Camtasia video editing software, Fujitsu ScanSnap iX500 scanner, HP Color LaserJet Pro M252dw wireless printer, Western Digital EasyStore 2TB external USB portable hard drive, and Anker SoundBuds Life headset. The webcam and microphone are paired with Camtasia to produce videos I use in my weekly blog and other educational materials. The scanner is fast, rarely jams, and is a great way to employ the “scan-or-shred” philosophy I use to be as paperless and on- the-go as possible. I can also scan business cards and pull those into Microsoft Outlook. The printer is reliable and prints great color reports. I use the external hard drive in addition to Microsoft OneDrive cloud storage to be doubly safe with backups. Since my BV report templates are linked, they can’t be stored on my hard drive paired with OneDrive without breaking the links. I get around this by putting my BV report templates on my desktop and backing those up to the external hard drive every day they’re changed. The Anker headset is easily the best $50 I ever spent. I can make and receive cell phone calls while having my hands free to find things on screen, type, write, or move around the room. I’ve also found it indispensable when I’m in the car and need my hands to jot something down. Rod: What do you listen to while you work? Josh: I don’t listen to anything when doing something that requires focus. Sometimes, I’ll listen to music late on Friday afternoon when I’m wrapping up low-bandwidth tasks. My preference is hard rock or heavy metal. No hair bands. Gen X readers will know what I mean. Rod: How do you keep track of what you have to do? Josh: I joke: If it isn’t on my calendar, it doesn’t exist! I schedule every due date and “time-block” how I’m going to spend all my hours the day before—all in Outlook. It doesn’t always work out the way I plan, but charging into a day without a calendar plan is a recipe for a wasted day. Rod: What are your best cost-saving ideas? Josh: Electing to go with Microsoft Office 365 online as a fully integrated, cloud-based, always updated solution for many of the programs I use was one of the best decisions I made early with my business. It’s easily the best $21 a month I spend. Also, while linking BV reports using Excel and Word isn’t particularly novel for time and cost savings, it has another benefit—I can quickly change the data to create sanitized reports for marketing and client meetings. I also purchase BV financial and industry data à la carte whenever possible. Rod: How about your favorite productivity tip that saves you lots of time? Josh: Producing one video and using it across multiple online platforms in one sitting. Rod: Early bird or night owl—what’s your sleep routine? Josh: Early bird. I’m up most weekdays at 5:00 a.m. so I can get a workout in before anyone in my family is up (including my dog). I do my workouts in my basement, which are immediately followed by eating and getting cleaned up. I take my daughter to school every day and start working at 8:00 a.m. and usually wrap up by 5:30 p.m. I’m usually in bed by 9:00 or 9:30 p.m. There are times when I’m under the gun for court or the IRS and these require hours outside my normal schedule. Rod: Do you have liability insurance? Josh: Yes, AICPA. Rod: How do you stay technically current with changes in the profession? Josh: I prefer NACVA courses—in person and online. I find they offer the most useful and practical training for the clients and attorneys I serve. As a bonus, I’ve also made life- long friends at NACVA conferences—I call them and they’re happy to help me. It’s also more efficient than wading through an online or book search if one of us has seen the issue before. Many times, I’ve sent and received pictures, emails, and links that one of us had from a prior engagement or library source. Rod: What non-BVFLS book have you read most recently or want to get to, and why? Josh: Stillness Is The Key, by Ryan Holiday. We live in a world that is spinning very fast. We can’t control much of that, but we can work toward stillness in ourselves as a path toward happiness and success—however we choose to define that. Holiday lays out principles to help us achieve stillness using stories about real people. Rod: How do you recharge? What do you do when you want to forget about work? Josh: I like to travel with my family. We prefer the beach and A PROFESSIONAL DEVELOPMENT JOURNAL for the CONSULTING DISCIPLINES t h e v a l u e e x a m i n e r MAY | JUNE 2020 45 Rod: What is the best work/life advice you have ever received? Josh: Life is too short to work with unethical people or do work you don’t enjoy. When I get that uneasy feeling in the pit of my stomach, I walk away to fight another day. I want to be challenged as many hours of the day as possible, learning new things, and pushing myself beyond what I thought was possible. I think I’ve found the right business to do that. Rod: Finish this sentence: If I knew then what I know now, I would have… Josh: …started building my authority as an expert in business valuation much earlier through speaking, writing, and video. And I would not have been afraid to make mistakes, since those are what have helped me grow the most. That’s a wrap! Answers have been lightly edited. Do you have a Practicing Solo issue you would like me to address? Email me at rod@ rodburkert.com. I work with BVFLS practitioners and firms who have hit a time or income ceiling and want to grow faster and smarter. If you are feeling frustrated by those limitations, email me have made an annual trip to Gulf Shores, Alabama since my daughter was born. She’s getting older now, so her tastes are changing. We’ll be heading out west this year. While traveling and at home, I enjoy reading. The books I read tend to be focused on self-improvement and marketing. I read using Kindle and buy hardcover books. I enjoy the experience of going to the bookstore with my family. Rod: What practice areas do you think offer the most promise to someone going solo now? Josh: Valuations for specific industries. When I meet with a client and show them I’ve valued businesses in their industry, it’s an instant credibility-builder and sometimes cuts their options to one (me). I think the next logical step is to offer consulting to specific industries with a focus on value enhancement. This can result in a long, mutually beneficial relationship for both client and practitioner instead of the “one-and-done” nature of too much BV work now. I’m not sure there is anything more rewarding than watching a company’s value grow over time and know you had something to do with that—especially when the client is singing your praises to the world. 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