In this episode, hosts Brad and Michael kickoff the Season 17 of the Legal 123s with ByrdAdatto. This season’s theme is Scaling a Business, and each episode will focus on the challenges and strategies of growing your business. Tune in as we share the story of an EMR tech company and the financial hurdles they faced when expanding their business. We guide you through various funding options for business growth, highlighting the risks of changing deal terms, and the importance of having proper documentation in place. Discover how consistency and commitment can lead to successfully raising capital.
Listen to the full episode using the player below, or by visiting one of the links below. If you have any questions or would like to learn more, email us at info@byrdadatto.com.
Transcript
*The below transcript has been edited for readability.
Intro: [00:00:00] Welcome to Legal 123s with ByrdAdatto. Legal issues simplified through real client stories and real world experiences, creating simplicity in 3, 2, 1.
Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host, Brad Adatto, my co-host, Michael Byrd. Michael, today we are launching Season 17.
Michael: Amazing. After releasing our 200th episode recently, I’m feeling especially grateful and energized to launch this new season.
Brad: Okay, Michael, what are we going to cover this season?
Michael: As a business and health care law firm, we meet a lot of interesting people and learn their amazing stories. This season we’re talking about businesses who decide to double down on their business. They’re going to scale their business, Brad. Our theme this season is Growing a Business.
Brad: Cool, excited for the season. Growing a business though is just one of several seasons of a business. And Michael, for those who have not heard this year, what are the [01:00:00] other seasons?
Michael: So we have the building season, that’s where we started the year. And then the operating season, we just concluded this when dealing with the crisis. And now we’re in this scaling season, growing a business, and then we’ll conclude with the buying and selling season.
Brad: Awesome. All right. Well, Michael, you kind of seem to have like a little smirk on your face today. It’s making me nervous. I think it’s making Kennedy uncomfortable, quite frankly.
Michael: Well, Brad, I want the audience to really have a chance to meet the inner Brad, not the health care attorney Brad, but the real Brad.
Brad: Yeah. If we’re talking about me, I think this is great, but I’m still a little suspicious though. Actually, I’m very suspicious.
Michael: Well, I stumbled across an article that I know you’ll love, okay. It will hit you directly in the funny bone. It’s squarely in your sense of humor.
Brad: Is this something we can actually air on our podcast?
Michael: That’s actually a really fair question. But Brad, I’m only reporting the news. [00:02:00] Just think of me as a journalist.
Brad: I don’t know if I can think about that, but I think of a lot of things, but I don’t know if I can ever think of you as a journalist.
Michael: Well, let me just share the story with all journalistic integrity.
Brad: Let’s go for it.
Michael: The New York Mets major league baseball team had a veteran of the game promotion where they celebrate a veteran. The veteran that they brought out for this particular game is a 97-year-old whose name is, Seymour Wiener.
Brad: So many things my 13-year-old brain is going through right now.
Michael: Me too. It’s very hard to work through this. And it seems the New York Mets had the same sense of humor, Brad. They partnered…
Brad: Oh, no.
Michael: They partnered with Mr. Wiener to make the game a “Dollar [00:03:00] Dog” night. They did limit the number of hot dogs to four per transaction.
Brad: Okay. I’m not a New York Mets fan, full disclosure, but I like what they’re doing with the Dollar Dog Night.
Michael: I’m sure you do.
Brad: Uh oh, Kennedy, we might have to stop this whole episode.
Michael: Well, okay. If you’re wondering whether Seymour Wiener had a problem with this, if he had a problem with being the “butt” of the joke. The article did have a quote, and he said he couldn’t be more excited. I really can’t believe it’s happening. He said “it is probably one of the highlights of my life.”
Brad: Well, sweet. I mean, hopefully when I turn 97 I’ll have that same sense of humor too.
Michael: Yes. Well, we know that by where you are right now, that you do, and clearly I do too because I could barely hold it together sharing this story with you. But this whole kind of promotion night [00:04:00] just kind of took me down memory lane, thinking about my favorite promotions from my college and law school years.
Brad: So I’m guessing the promotion involved maybe alcohol/beer?
Michael: Yes. This was back in my drinking and immature days.
Brad: Okay. Well, you are not drinking anymore, but you’re definitely still immature. I can picture you laughing out loud when you read this article about Seymour.
Michael: Well, you actually heard me laughing out loud when I was trying to even tell you about it. So we all know that that’s unfortunately true. But back to my memorable promotion nights. So there’s a couple. The first one is in college. I went with a huge group of my guy friends to the Sportatorium in Dallas to watch professional live wrestling. Now, this is the fake wrestling like you see on TV. And they served tall boy beers for a dollar, and I definitely got my money’s worth.
Brad: Well, first I’m extremely jealous that you got to see pro wrestling and that [00:05:00] you got dollar tall boys. That sounds like fun. And I’m curious, did you see the internationally famous Von Erich brothers back then?
Michael: Unfortunately, no. Of course, anyone our age remembers growing up with the Von Erichs in their house. But I think this was like the level below the Von Erichs. Now, the Von Erichs have definitely wrestled at the Sportatorium, but not that night. But let’s move on to the second promotion, which also shocker was when I was in college. Our favorite bar in college was called Ables. And they periodically did a promotion where they would close the doors to the bar and serve drinks, free drinks to everyone in the bar until the first person went to the bathroom. Now, as a charter member of the Small Bladder Club, this put tremendous stress on me.
Brad: More than one way.
Michael: Yeah. I did not want to be the one to end the free drinks. And so, I’ve attended several of [00:06:00] these and thankfully it was always someone else, but the stress was so real that I’m actually not sure how much I enjoyed it.
Brad: It’s too bad that y’all didn’t know about like, astronaut diapers back then. Y’all could have really enjoyed yourself then and do it stress free.
Michael: Believe me, the discussions like that were on the table. I did not do that, but I was trying to solve a problem. How about you? Do you have any fun promotion stories?
Brad: You know, growing up in New Orleans, we had a lot of different promotion stuff, dollar picture nights, kind of like you, $5 for a bucket of beer. And the bucket was how many beers could they actually shove into one bucket. We had something called “Growler Night” where you get this big cup that had the logo of the bar on it for 10 bucks and during that happy hour, you could drink whatever you wanted in that cup, tall drinks, beer, whatever. And I’m sure that my friends and I made really good decisions on those nights.
Michael: So people are either feeling like a lot of questions about us have been answered [00:07:00] or they’re thinking, how in the world did we end up –
Brad: Surviving?
Michael: Yes. And all fair, and whatever you’re feeling, all fair questions, but I think it’s time to turn to our opening story for the season.
Brad: Okay. Well, I’m not sure where we went with the opening banter, but let’s get started and see how it applies to growing a business.
Michael: Okay. Our client in today’s story is a health care EMR tech company, and they’ll, we’ll call them Iron Claw Enterprises.
Brad: Okay. Couple different things. One, you just used a terminology. I think we need to – for those aren’t familiar, EMR means electronic medical records. So think about it, instead of using paper charts, you have to go through and read. This allows your health care providers to take all your medical records and have them on a computer. And that could include what medicines you’re taking, your vital signs, your blood pressure and your tests, so it’s all digitizing all that. And second more importantly is I really approve the Iron Claw enterprise name. I think for those who [00:08:00] have no idea what we’re talking about, why are we using Iron Claw Enterprise?
Michael: Well, this is a tribute to my tall boy, dollar beer nights at the Sportatorium. The Iron Claw is a famous, if not infamous, wrestling move by the Von Erich family from back in the day. And so the wrestler basically, if you can kind of picture it, puts their palm on their opponent’s forehead and squeezes. But whenever this happens, it was over. Like pressing the temples would supposedly make them pass out. Of course, we all know it’s fake wrestling, but you knew when this happened, that was the end.
Brad: Yes. And in college, I may have been a victim of a few iron claws, but you may proceed.
Michael: I’m not going to ask the questions popping to mind there, Brad. But the owners of the Iron Claw Enterprises, we’ll call them Keith Hernandez and Cosmo Kramer.
Brad: I of course know you’re referencing a Seinfeld episode. I had no idea how you can square the Von Erich family with Seinfeld, but you’ve [00:09:00] actually piqued my interest here, Michael.
Michael: No real connection other than this is a tribute to our friend Seymour Wiener and the New York Mets for their sense of humor. So, Keith Hernandez is a famous New York Met player and announcer who also famously was a guest in an episode of Seinfeld. And if my memory serves Keith Hernandez, on this particular episode, ended up having some funny interaction with every single kind of regular cast member from Seinfeld.
Brad: Yes. And you’re going deep today with all our old Seinfeld mythology adding Seymour in the mix, and I love it.
Michael: Yes. We’re getting spicy to start our season, Brad. So going back to our story, our team, our legal team, kind of dating back to our old firm had worked with Mr. Hernandez and Mr. Kramer for many years.
Brad: Yes, Keith and Cosmo were serial entrepreneurs.
Michael: And they had started Iron Claw Enterprises, and we started working with them not long after they had started this business. [00:10:00]
Brad: Yeah, I remember that we had the deal with them a lot of different things, but obviously HIPAA and other privacy concerns related issues to when you own an EMR company.
Michael: Well, yeah a lot of the compliance heavy stuff. Then we started helping them with their licensing agreements and their employment agreements and other contracts, kind of typical things that you would see in the operating season.
Brad: Yeah. And I remember they were pretty active in having us help them with these various business and compliance needs. I also remember them having a lot of early success.
Michael: Yeah. They were super successful and they were being really cautious at the beginning. So this wasn’t their first rodeo as entrepreneurs, and I wouldn’t call it beta mode, but they had their first version of their EMR platform, and they were trying to leverage their prior relationships with medical practice, to kind of just start with them as their first and core group of customers.
Brad: Yeah and like you could imagine, because they had these relationships, [00:11:00] they thought they, they would be more forgiving as they worked out some of the beta modes or kinks as the first version of the software platform was released.
Michael: Yeah. So their story at that time was they were lean and they were profitable, and at some point they came to us and they had decided that they were ready to scale.
Brad: Yeah. And I can picture our initial whiteboard meeting at our old firm in the conference rooms and fun facts, audience members. When we wanted to do a whiteboard in our old firm, they literally had to wheel it in the conference room, unlike our current room at the current firm where we have whiteboards that take up the entire wall.
Michael: And so we started the conversation like we do so many whiteboards when a business is trying to scale.
Brad: We asked a lot of questions, and I know when we start the big one is why.
Michael: Yeah. It’s so intuitive, but frequently the businesses don’t truly know what they’re trying to accomplish. Like, why are they wanting to grow? And so, Brad, talk about how we get them to talk about their vision for their business.
Brad: [00:12:00] Yeah. And we know that there are informal reasons and formal reasons that people may develop, but when it comes to their vision of their business, you kind of want to take a step back. And the common expectation goes like, where do you want the business to be in five years? And what do you want it to look like? And that’s the easiest way to kind of get their mind going on that.
Michael: And I remember from this opening question, we were able to ascertain that they were not growing just for the sake of growth, but had a real desire to go to a national platform for EMR. And we probably, even when we defined EMR, should have paused for a minute, like when this was going on, this was the early years of EMR, so it was the “wild west”, now paper charts is kind of weird.
Brad: That’s a good point. I remember that they made a compelling case for growing their business and how they tied actually to their ultimate vision.
Michael: Yeah. And we were then able to get to the biggest challenge to growing a business, cash. And entrepreneurs often underestimate [00:13:00] how expensive it can be to scale a business. Mr. Hernandez and Mr. Kramer had actually done a great job mapping out the amount of cash they needed to execute on this plan.
Brad: Yeah, I agree. And they had a budget together for well over a million dollars to invest in version 3.0 of their EMR platform, which was going to take their technology really to the next level and able to really serve bigger practices and have a better experience altogether.
Michael: They also had a healthy budget to staff up. They were going to hire the people that it would take to scale their business. They were going to hire a large sales team to help grow and sell this new platform on a national level.
Brad: Yeah. And at this point, really the sales team was only Mr. Hernandez and Mr. Kramer.
Michael: So just hiring one would be a big increase.
Brad: Yes, it would be.
Michael: They were also clear to us and in their minds that the best way for them to access this $5 million in cash that they were going to need to scale was going to [00:14:00] be to raise the money with outside investors.
Brad: Yeah and we started helping them think through the issues that would go with raising capital and taking their business from a startup to really that next level.
Michael: So, let’s pause and go into commercial. And on the other side, let’s continue the story. Let’s talk about issues that go with scaling the business. And of course, we’ll want to learn what happened with Iron Claw Enterprises.
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Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host Brad Adatto with my co-host, Michael Bird. Now Michael, this season our theme is Growing a Business, and we’re talking about real stories of our clients that pop up during the scaling season of a business. Now, we’ve been talking about Iron Claw Enterprises and their decision to raise money through outside investors. Now, Michael, before we dive into raising capital, let’s take a step back and talk about different options when you are scaling and what strategies they could consider for raising the capital.
Michael: Yeah, I mean we kind of made a point a few minutes ago that cash is the biggest obstacle to growing. It’s super expensive to scale a business, and so when we think about, okay, well how are we going to access that? What are our options? One, that is probably intuitive is that we’ll just self-fund it. We will reinvest our profits into growing the business. And so there’s some challenges that go with that. You know, if you’re a small group and you’ve been used to distributing profits to help make ends meet, and you decide to reinvest that capital to grow, there’s a personal impact. There’s also, and you know, my disclaimer of course is I’m not a tax attorney, but we’ve seen this issue pop up, which is when you’re scaling a business, a lot of times the things that the money is going to is what they call a capital investment, which means that it’s something that’s an asset on your balance sheet. And so if you’re pouring cash into that, a lot of times those investments are not deductible, so you’re still realizing profits that are going to be taxable. And so, a lot of times small businesses have some form of a pass [00:17:00] through a type of taxation. A partnership would be an example of that. And so you could be pouring cash into, reinvesting into the company, and then all of a sudden the partners get hit with a big tax return because the profits are still showing for the business. And if you’ve spent all that cash, you’ve got to come up with the cash to, to cover that tax liability.
Brad: Yeah. And two things to catch up on. One, I’m glad during your disclaimer, you said you’re not a tax attorney, I got nervous that I didn’t know you weren’t an attorney, but you’re not a tax attorney. That’s good to understand. And I think for our audience members to follow, you kept talking about infusing cash, you’re really not infusing cash, you’re just not taking more money out. So at the end of the month, instead of making a distribution where you’re taking a hundred dollars out, you’re just reinvesting all that money into the entity. And to your point, which is a really good takeaway, which is that money is still considered a profit, and you’re need to think about withholding money from a tax perspective.
Michael: Yeah, that’s [00:18:00] some of the trap people fall into. They think the money is there and that they will just spend it differently and it’s all going to work out. And actually, you need some counsel, particularly with your tax advisors when you’re going that route.
Brad: What other ways can they reach money?
Michael: Yeah. So another way that people will get the capital they need is by borrowing the money – debt. And so the advantage to that, if you can borrow the money, is you’re not giving up any of the equity in the company. You’re not doing anything with the cash that’s already there. So if you’re distributing it, et cetera, you can keep doing that. And you have this, of course, liability that shows up on the balance sheet in terms of the fact that the business would now owe money. There are some trappings that go with that. So number one is oftentimes, any owner that owns more than 20% interest in the company is going to have to sign a personal guarantee.
Brad: That sounds terrible.
Michael: [00:19:00] Yeah. Yeah. It’s definitely a risk, Brad. And then of course you’re also, when you sign these promissory notes, you’re tying up your assets, and this can impact future capital needs. Because those assets kind of have a first lien position. They’re being pledged to back this note that the company took.
Brad: Yeah and typically this is what you just described as a typical thing you see with a commercial bank who’s going to lend you money. And so, you’ll talk to certain financial advisors and say, “Hey, anytime you can get it done correctly and use other people’s money to scale and says your own money, utilize that tool.”
Michael: Yeah. It absolutely can be a viable way. In fact, any of these options can be viable. You just want to make sure they align.
Brad: With your mission.
Michael: Right. So a third way that people will try to get the cash is really looking for a key individual or a strategic partner to kind of help fund the growth. And so you’ll see this [00:20:00] show up in some ways where maybe they’ll do some sort of a joint, two businesses will do a joint venture together, and the other company will supply the capital for the growth. And it may dilute some aspect of that growth because you’re sharing in that venture with the strategic partner, but you may preserve your equity in kind of some of the stuff that you’ve had done to date to the prior initiatives.
Brad: And we’ve even seen those situations where they’re doing an accelerant on one particular area, it doesn’t even have to be your full business. You’re like, wow, if I could just have someone to help me move on this particular service line and then you joint venture just on that piece alone.
Michael: Yeah, for sure. Or you’ll see kind of medical practices that will try to open new locations. And they’ll use joint venture arrangements with a strategic partner to capitalize that growth, but they still maintain ownership and control of what they [00:21:00] had built to date. And so, it’s a joint venture, it’s a partnership, whatever the structure is, you have to work through a lot of the details to make sure who’s bringing what the expectations are and have it documented appropriately. So finally, which is what our heroes in today’s story we’re doing, is getting the cash by raising funds from investors. I’d love for you to kind of start walking us through that process.
Brad: Yeah. And a lot of times for those audience members who probably have heard this, someone will talk about a private offering is the buzzword that they talk about. And that typically means that they’re going to go to individual, they call accredited investors. And that’s something defined by the Securities and Exchange Commission, that they meet certain qualifications.
Michael: The SEC.
Brad: It’s not to be confused with the football conference, and the things they look for to accredit investors is how much money they’re worth, so with net worth or how much income do they have in a given time [00:22:00]. And it’s just a couple other things they look for, now that if they don’t meet this, they call them non-accredited investors. And I understand that’s just one step that they start looking for. So are you getting accredited or non-accredited investors? But one thing they look for then, or second the thing you look for, are they sophisticated investors? Now, a sophisticated investor, again defined by the SEC, is someone who has sufficient knowledge and experience in financial and business matters to make them capable of valuing the merits and risks of that proposed investment, so why do they care about that?
Well, someone could have hundreds of millions of dollars, but they don’t really understand the actual deal and they don’t have the knowledge base to, to figure that out. So a sophisticated investor couldn’t be accredited and they actually can be non-accredited. So again, it’s an interesting aspect of what they’re looking for is, do you have the cash to lose it or and are you sophisticated enough to do that? And then once you do go to market, we will talk about maybe a little bit later about the type of things that could be out there, but this is that moment in time [00:23:00] we’ve talked about the underwear drawer before. And other is you’re supposed to show the good, bad and indifferent and how much is your house kind of in order. And then maybe I’ll go one more second, is then when you bring those investors in, Michael, you really start trying to figure out how are you bringing them in?
Are you bringing them in through a secure promissory note? Are they coming in like that commercial bank we just talked about earlier? Can they convert that ownership if they do come through that way? Or are they going to get some type of preferred share, meaning that their returns can be better than someone else? Or is there, hey, you’re coming in just like everyone else, a common share? And which type of control will they have over your organization? Are they just coming in with an equity play or are they coming in to have a voice at the table? So these are things that when you’re thinking about going to do a private offering; these are things you start really need thinking about before you go to market.
Michael: And I want to step back a little bit because it’s important to understand why all these kind of rules are in place or things that you have to navigate [00:24:00]. What the SEC and the government is trying to protect against is you know, the grandma that pours out $25,000 from her retirement to invest in a risky private investment and then they’re exposed and they, they lose it. And while it sounds, okay, well, I’ll just do accredited and sophisticated investors, which you should, it is really common in these raises to go to friends and family first. And of course, the risk is lower if it’s truly family, and friends. But it’s really easy to get one step removed because so and so’s aunt has $10,000 they want to invest and you can really change the dynamic of the risk to taking that money in. So let’s go back to Iron Claw Enterprises. They had two issues that were obstacles, and one they [00:25:00] were able to overcome. And one Brad, I know you remember, ended up being a fatal flaw.
Brad: Yeah. And it’s been many years, but I still remember it vividly.
Michael: So one of the things they faced that we were able to solve for is because they were a small business, they had set themselves up originally as an S-Corp, and that is a tax status that we’ve talked about in prior episodes where it’s a pass through entity where the taxes come to them. But S-Corps are extremely limited on who future owners can be. And so when you’re raising money, it’s almost impossible to do so in an S-Corp status because only individuals can be a shareholder of an S-Corp. And so, we had to work with their tax advisors to help kind of go through the process of getting themselves out of an S-Corp and into a different tax status.
Brad: It’s called an S-inversion for those who care. But I think for our audience to [00:26:00] understand, if they do decide to get a market, which they did decide, we would decide what type of investors they’re looking for, then its what do those investors get? So if we had non-accredited individuals, they would get something called a PPM or a private placement memorandum. That is something that just basically lays out all the risk associated with it. And not only just risk is, when I give you my dollar, this is what my dollar gets and this is what I get. I get that preferred return, or I get a common share, whatever it is. And then it describes all the ups and downs of that investment. If we just decided to do it with accredited investors, you’re not required by law to have a prior placement memorandum, but there’s nothing that prevents someone to say, hey, you fraud induced me to enter into that. So even on deals where we have accredited sophisticated investors, we would always recommend that you have something called the disclosure document. And that disclosure document is a lot less heavy lifting in the sense of it doesn’t disclose everything under the sun, but it does describe that with my dollar I get this, [00:27:00] this is the expectations they’re going to use this dollar for. So no one can ever say, I didn’t realize that I was investing in an EMR company and this is what they were planning to do with it.
Michael: Right. Great points. So let’s talk about what caused Iron Claw Enterprises to fail and ultimately it actually led to the end of their business.
Brad: Yeah. And this goes back to when you go to market. So even though it’s a private offering when you decide, “Hey, this is the course in action that we’re going to take, and we’re going to take this $5 million, and of the $5 million we are going to raise it and use a million for this, a million for that, a million for that,” investors start saying, “Okay, got it. I understand what you’re doing. I understand your mission, I understand who you are.” And sometimes there’s some supplements they call or think about when you’re adding something new to it, like, hey, we’re adding on a new officer, or we’re extending the timeframe in which you can invest. Where investors get [00:28:00] nervous, Michael, is if that shifts and you say, well, we were an EMR company, but now we’re thinking about actually the bigger deal would be to really start buying medical spas or go in a totally different direction with it that we want to own and operate medical practices or something that your initial investors are like, well, I already own a medical practice. Why? And that doesn’t excite me as much. Or I want to start a scrub line that matches our stuff. So all of a sudden you shift, but you’ve already gone to market and that makes people extremely nervous, and this particular deal that’s basically what happened.
Michael: Yeah. I mean, I remember that they got kind of some core investors that were involved and one potential investor who wanted to change the terms, which is always tricky. But then the core investor said, “Oh, well, what if you raised $8 million and you altered your strategy a little bit?”
Brad: It was actually more. [00:29:00] Yeah, it was like, “What if you go and raise $50 million?”
Michael: Yeah. Yeah, exactly.
Brad: And to do that, this is how you change your strategy.
Michael: Yeah. And so all of a sudden to try to please and get this bigger investor on, they went down this path, they deviated off their plan completely. And then not only did things not work out with that perspective investor, they managed to scare off everybody else in the process.
Brad: And that goes back to making people nervous. And I think when it comes to these types of issues, know your vision, and when you go to market, you cannot change your vision. And that’s what happened in this particular story with poor Iron Claw, I guess they ended up forgetting who they were and forgetting that by not staying on track and not staying focused, they actually ended up hurting themselves more than helping themselves.
Michael: Yeah. I mean, as we wrap up, I think raising capital is kind of similar in some ways to the Ables lock-in [00:30:00] Brad. If you want to be successful, you have to be committed and you got to stay the course. Now the difference is the outcome when you’re the first one to break and the lock-in, is that that’s just the end of happy hour, not the end of the business.
Brad: That’s true. Well, Michael, that is all the time we have. Next Wednesday, we will be back here again where we address the scaling of a hair transplant practice. Thanks again for joining us today. And remember, if you like this episode, please subscribe, make sure to give us a five star rating and share with your friends.
Michael: You can also sign up for the ByrdAdatto Newsletter by going to our website at byrdadatto.com.
Outro: ByrdAdatto is providing this podcast as a public service. This podcast is for educational purposes only. This podcast does not constitute legal advice, nor does it establish an attorney-client relationship. Reference to any specific product or entity does not constitute an endorsement or recommendation by ByrdAdatto. The views expressed by guests are their own, and their appearance on the program does [00:31:00] not imply an endorsement of them or any entity they represent. Please consult with an attorney on your legal issues.
