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ASCs Inc. advises surgery center owners on strategic partnering and joint ventures, provides valuations for ASCs, and solicits and leverages premium-priced purchase proposals for physician-owned surgery centers from ASC corporate partners (ASC management companies) and hospitals. Sell your surgery center to a corporate partner or hospital? If you are considering selling a portion of your surgery center, this is a very advantageous time to do so; purchase prices are attractive and there are over 30 well-qualified and interested corporate buyers, plus hospitals. Most centers receive multiple offers from well-capitalized buyers and prices can be leveraged higher for the sale of either minority or majority interests. It is impossible to tell how long this "seller's market" will persist. "Out-of-network" reimbursements are being phased out and there is continued downward pressure on facility fees by Medicare and other payers. From time to time physician-ownership of ASCs has been questioned as a potential conflict of interest. Hospitals have been buying ASCs and converting them to HOPDs which charge twice as much as ASCs do but which destroys the original purpose of ASCs as the high quality, low cost provider. ASCs Inc. represents successful and turn-around ASCs and endoscopy centers. We solicit and obtain competitive bids from the leading ASC management companies. We leverage these bids to obtain the best corporate partner and highest values for our clients. Recently we have been helping clients form 3-way partnerships with ASC management companies and hospitals so their centers can benefit from higher-paying hospital contracts while retaining the efficiencies and economics of a surgery center. The ASC industry has experienced significant acquisition and merger activity over the past 2 years with a larger percentage of deals concentrated on high quality (less than 20 percent "out of network") centers than in previous years. ASCs Inc.'s process of "leveraged competition" results in attractive multiples for sellers of high quality ASCs with growth potential. There are several reasons for this activity and sustained high multiples. Top quality centers being offered. More centers that are doing very well, with high revenues, profits and earnings before interest, taxes, depreciation and amortization (EBITDA) margins are being offered for sale. It is not unusual now to see physician-managed centers that have EBITDA margins of 25% to 40%, or more. Many centers have added ancillary services to improve their financial performance. However, many surgery center owners have seen their profit growth slowing and would like to take some money off the table. Thus selling a minority or majority interest to a professional management company that will help the center continue to improve its profitability and increase the distributions to the physicians is attractive. Diversification opportunity. The nation's recent economic difficulties and the impact this had on investment assets such as stocks and real estate have increased an awareness of the importance of asset allocation. Many surgeons are overweight in the investments they have in their ASC business and ASC real estate and realize that selling a portion of these will help them diversify their assets. This becomes accentuated for senior physicians who are planning their retirement and want to make sure their nest egg is adequately diversified. Timing is important: it is far better to sell an interest in an ASC well before retiring to avoid significant discounting of a retiring partner's value to the center. Increased deal flow. With more successful centers offered and over 30 companies competing to acquire ASC interests, many centers are being bombarded with opportunities to sell a minority or majority share to a corporate partner. There are many good companies willing to buy minority interests and this makes a sale more attractive to many physicians as it allows them to retain a majority interest and thus absolute control and more of the profits. For groups that want to take more money off the table, there is strong competition to buy majority interests as well. Because of the growing number of companies it has become increasingly difficult for physicians to make a short list of the best 3-4 companies for them to solicit. ASCs Inc. will help you select the best companies for you to partner with and, through our competitive bidding process, will help you get the highest price. Our clients typically enjoy ASC values that are significantly higher than their peers. High offering prices. Competition for good quality centers with growth potential has kept offering prices high. Multiples for majority interests have been in the 6-7 times EBITDA (less debt, plus cash) range and higher in CON states. For minority interests we are seeing offers in the 4-5 times EBITDA range for centers with significant cash flow and good growth opportunities. The leading companies have capital to invest (some with credit lines of $200 million or more) and, while stricter credit requirements have made buyers more selective, they remain very interested in high quality centers. The way to maximize the value of your ASC is to demonstrate that the current business is sustainable and that there are real growth opportunities that require corporate partner expertise, such as improving payer contract terms, recruiting new users, purchasing power, reducing expenses, etc. Incentives to sell: Capital gains taxes are anticipated to rise in future years. This provides a strong incentive to seek the sale of interests in ASCs prior to the enacting of new tax laws. The possibility of adverse legislation that could prohibit or restrict physician referrals to physician-owned ASCs, which could significantly reduce the value of all ASCs, is also a factor. Real estate sales. Many physicians who own their medical office building/ASC real estate are interested in further diversification by selling their real estate as well as their ASC. We have advised and assisted clients in obtaining very attractive sale/leaseback deals with medical real estate investment trusts and private equity firms. These sales are usually done following the partial sale of the ASC business, albeit to completely different buyers. To maximixe the value of the real estate it is important to maximize the rent of the tenants, including the ASC, as the rent determines the value of the building. I urge you to take advantage of the current advantageous timing opportunity for selling a portion of your center. The market for ASCs & ECs will change; it is only a matter of when. ASCs Inc. has assisted in development, merger, valuation and acquisition transactions for over 200 physician-owned ASCs, endoscopy centers and surgical hospitals since 1984. If you would like to discuss your situation and goals in complete confidence please call me at 760-751-0250 or e-mail me at JonVick@ASCs-inc.com. I am looking forward to discussing how ASCs Inc. can assist you in achieving your goals. Sincerely, Jon Vick President, ASCs Inc.

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