Selling a business and relinquishing autonomy is a tough decision for a business owner, and most believe they will be offered a significant purchase price for their ownership stake. 然而, a high purchase price up front might not be possible if the former owner is going to receive compensation from the business following the transaction, 导致业务没有产生任何正现金流.
在医疗保健行业, 这种情况最常见于云顶集团40011官网收购医疗集团时. 一旦交易完成, the health system often transitions the group’s physicians to its compensation plan, 这导致了云顶集团40011官网工资的增加, 相反, 诊所的现金流为负.
但是那些已经存在多年的做法呢, building strong reputations in their communities and strong relationships with their patients? 他们能指望得到金钱补偿吗?
虽然没有人会质疑这些资产为任何交易带来的价值, 从估值的角度来看, 为商誉买单通常是不可接受的.
界定无形资产
为了理解其原因，我们必须首先定义一些关键术语. 在一般情况下, intangible assets are those items or concepts that are not physical assets that can be recorded on a company’s balance sheet. 从那里, intangible assets can be broken out into two categories: identifiable intangible assets and 善意.
- 可辨认无形资产 公司资产是否, 虽然还不是实物资产, 可以单独识别和评估吗, 比如专利, 版权, 商标, 和软件. These items can be sold or licensed, and as such, can generate revenue for a business.
- 例如, buyers may be willing to pay to license the name of a business with a strong brand name, 比如梅奥诊所, since they know they will most likely generate value from associating with the brand.
- 不能单独出售或许可的无形资产被考虑在内 善意 包括公司的声誉、员工、客户基础等.
- 当事务发生时, 财务会计准则委员会(FASB), an independent organization that establishes accounting and financial reporting standards, defines 善意 as “an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.”[1]
- 简单地说, 善意 value is an excess value that remains in the business after tangible and identifiable intangible assets are deducted.
无形资产估值
To reiterate, when businesses have identifiable intangible assets, they can ascribe value to them. 这通常是通过收入法来实现的, 哪项评估了该资产可能产生的未来经济效益. 然而, 以这种方式对资产进行估价, 企业需要从资产中实际获得正的未来现金流.
在评估医师执业时，很难做到这一点. 通常情况下，云顶集团40011官网的做法除了固定的现金价值之外没有其他现金价值, tangible—assets because the business will not generate a positive income stream once the post-transaction physician compensation changes are accounted for. 除了, physician practices usually do not have a stronger brand name than the company acquiring them and do not have any identifiable intangible assets to sell.
It is important to note that the cost approach is an alternative way to value intangible assets, 哪一个会考虑重建资产的成本. 然而, 这就会让人产生疑问, 如果整个业务没有产生收入, would the buyer pay to recreate that asset absent of the opportunity to gain referrals. 从斯塔克法的角度来看, it is hard to justify paying for a money-losing asset without considering the potential for referrals.
根据我们的经验, the two most common intangible assets that health systems and physician practice owners want to be valued during a practice acquisition are the assembled workforce and noncompete agreements. The following sections provide further clarification on when these assets can and cannot be valued.
组装工作
Sellers often expect to be compensated for the value of their workforce to account for the time and effort spent recruiting and training these employees. 然而, 根据FASB, workforce is not considered a separately identifiable intangible asset; instead, 它属于商誉范畴. And in order to value 善意, a business must demonstrate a positive income stream.
If a business does not generate any income after considering all post-transaction expenses, 包括云顶集团40011官网补偿, 劳动力不应该被重视. After all, the workforce could leave tomorrow and cannot be separately sold the way fixed assets can. If there is no positive business enterprise value from the income or market approach, 那么可能就没有商誉价值了.
然而，在某些情况下，重视劳动力是有意义的. 每种分析都高度依赖于手头的具体事实和情况. 例如, if the physicians will maintain some ownership of the practice after the acquisition and only receive their compensation through distributions, 这可能会带来可观的收益流. 在这种情况下, the buyer should ensure the ownership percentage and expected distributions are in line with the market or else the physicians likely will not continue to be as productive as they have been historically.
相关协议
Organizations also frequently wonder whether it is possible to appraise the noncompete agreement as part of the intangible assets. 用收入法来评估竞业禁止, which would entail estimating future cash flow with the noncompete in place versus not in place. No value can be assigned to a noncompete agreement if the business does not generate positive income. 此外, some noncompetes are extremely restrictive or occur in states where they are not enforceable, 本质上是让它们变得毫无价值.
然而, 如果下列任何一个因素为真, 一个组织也许能够赋予竞业禁止价值.
- The new employer pays the organization that holds the noncompete to release the affected employee if it can be proved the organization receives economic benefit from having the noncompete in place.
- There is no referral relationship between the parties that are exchanging cash for the noncompete.
- 竞业禁止是可强制执行的.
最后, health systems often wonder if they can pay a physician for signing a noncompete within an employment agreement. The short answer is no; however, 该系统可以包括注册奖金, 只要确保薪酬总额与公平市场价值一致.
黄金法则
医疗保健领域的事务非常复杂, 对于哪些资产是有价值的，有时也会有误解. 如前所述, 通常, paying for 善意 cannot be supported 从估值的角度来看 when there is no value from an income approach. 然而, there are instances when intangible assets and 善意 might have value; but the buyer should ensure there is an approach that can support the value before promising to pay for any of the seller’s nonphysical assets.
编辑: 艾米丽约翰逊
This 本文最初由美国供应商协会发布 香港的薪酬专业人士 AAPCP公告.
脚注
- 1.
2023年6月7日出版
