Michael and Brad welcome Alex Thiersch, founder of the American Med Spa Association (AmSpa) and Partner at ByrdAdatto. Join us as we explore the world of med spas, discuss the future of the industry and the impact of private equity. Alex shares his advice for med spa owners considering selling their business. Tune in for Alex’s unique insights on the state of the industry.
Listen to the full episode using the player below, or by visiting one of the links below. Below is the episode’s transcript which has been edited for readability. If you have any questions or would like to learn more, email us at email@example.com.
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 another episode of the Legal 123s with ByrdAdatto. I’m your host, Brad Adatto with my co-host Michael Byrd.
Michael: Brad, as a business and health care law firm, we meet many interesting people in various stages of their business.
Brad: Yes, we do.
Michael: This season we get to focus on the high stakes implications of selling a business. This season’s theme is the Hitchhiker’s Guide to M&A. We have been guest heavy all season, and today is no different. We’re bringing in professionals to offer their experiences and sometimes not professionals, and we will get perspective on M&A.
Brad: Yeah and for audience members who don’t know what M&A means, it’s a fancy legal word. It says mergers and acquisitions, which is another fancy legal way of saying buying and selling of a [00:01:00] business or buying and selling of all the assets of a business. Now, Michael, we have spoken about pets in some of our past episodes, but I don’t think you have really shared your dog stories that you probably should have shared with the whole entire audience here.
Michael: Well, this is a complicated story, and I don’t know how far back to go, Brad, but there was a time in my life where me as a non-pet owner had seven animals in my house. And, I had managed to reduce our force down to the time that we had a dog when I was getting married to my wife, Stephanie. Now, the dilemma I faced is that Stephanie also is not an animal, or should I say, was not an animal person and had never so much as owned a goldfish in her adult life. She had animals as a [00:02:00] kid. And we were the Brady Bunch so we were moving a family of, well, five of us into a home that two people lived in. So there would be seven of us and there was no room for animals. And so I had a dilemma that I had to solve as my wedding was approaching.
Brad: Yeah, and I think since you love context so much, the animal that you’re referencing was a 75, 80 pound yellow lab. And we’re not talking a fat lab. He was a big dog. And you happened to be at lunch with me expressing these concerns about you didn’t know where this dog would fit in this house and what’s to happen and it just so happened that we had lost our black lab about five months before that, or four months before that and so we were sitting there visiting. That same week my wife, Mike, and I were talking about maybe I’m ready to get a dog, but I don’t know if I wanna get a puppy. And that’s really hard. And so I thought and I said, wait a second, [00:03:00] you want to get rid of this yellow lab? My wife wants another lab, but doesn’t want a puppy. Hold that thought and fast forward, we ended up saying, yeah, let’s take this dog, but there was a problem with your dog’s name.
Michael: Yeah. Well, I would like to say that more so there was a problem with your child’s name, but my dog’s name was Ellis and you happen to have a son named Ellis.
Brad: Yes. My son is named Ellis, and so we did not know how to handle the fact the dog was named after my son or my son was named after the dog. I don’t know which was which, but ultimately when we were thinking about this, I read a whole bunch of articles. You know, Siri helped me research this and apparently dogs really don’t know their name. They just, if you start calling them Bob, and then two weeks later you call ’em Ralph, it’s the tone of the reflection. They’re like, oh, okay. So as soon as your dog, Ellis, walked into our house for the very first time we [00:04:00] started calling him Biscuit.
Michael: And I remember Brad, that when you shared all this research you were finding, I readily agreed cause I really needed to find a home for my dog.
Brad: Well, and so Michael, you know the good news is once you got rid of that dog, you were done with dogs for the rest of your life, right?
Michael: So I wished, Brad, and I did, I have to say Ellis was a good dog or Biscuit.
Michael: Yes and, I did love that dog and I also was happy to be dog free and was looking forward to a life, animal free. And Brad, that’s not what happened.
Brad: No, it’s not.
Michael: It is not what happened because my daughter ,who’s in eighth grade, Ellex, that’s not Ellis, Ellex, is crazy for animals and she broke my wife. She betrayed one of, it should have been one of our marriage vows, and betrayed it. And we broke in [00:05:00] 2017 and got our dog, Sampson. And so I accepted it. Of course, the moment my wife broke I couldn’t hold up. And then we also, during Covid, got a Covid puppy to be friends with Sampson because it was Covid.
Brad: Yeah, because you weren’t around your dog enough. Well, now that we have established that you’re Mr. Pet Lover Michael Byrd, it’s good to know, but I think, you know, maybe I have more animals than you, right?
Michael: I think you’ve got, you have two dogs, right?
Brad: I do have two dogs and a cat, yes.
Michael: Okay, but you’ve always been a self-proclaimed animal lover.
Brad: I do love animals, so that’s okay, unlike someone else that’s on this, but correct me if I’m wrong, the gentleman sitting next to you, and depending on the gentleman, his right or sometimes his left, which we established today at lunch, he’s in our studio for the first time ever, is our partner, Alex Thiersch. And [00:06:00] Michael, let’s bring on Alex and get his take on pets.
Michael: Yeah and audience, if you’ve been hearing some laughter along the way that would be Alex and that’s also who I may have been alluding to when I said sometimes we have unprofessional on, but I’m just kidding. This is Alex’s third time on so we obviously think a lot of him.
Michael: First, third time guest I believe.
Michael: And so the quick stats on Alex, he graduated from the University of Iowa, went to law school at DePaul University College of Law. He is the founder of the American Med Spa Association. He has his own podcast called the Medical Spa Insider Podcast. And really, probably the greatest accomplishment and achievement he’s had in his life, not just professionally, is that he’s the managing partner of ByrdAdatto Chicago office. And, he is in fact passionate about dogs, cats, [00:07:00] and Michael Jordan.
Brad: Well, Alex, welcome back.
Brad: Love to have you in the studio with us. I know you were giving mad props to Riley right before we start, about how nice this was and how you’re gonna somehow take it all and put it in your suitcase and take it home with you.
Alex: I’m not leaving.
Brad: You know, let our audience know, you like cats and dogs, I believe. How many cats and dogs do you have, Alex?
Alex: I do. I have so many questions for you guys after that initial script, though. I feel like this could go in many different directions. I do remember the story about you giving your dog to Brad. Originally, I thought it was gonna be that you guys were, you were adopting Brad as your dog.
Michael: Yes, he’s a Labrador.
Brad: Yes, that’s true.
Alex: So, fun fact, we currently have, my wife and I have, 11 animals in our house right now.
Alex: Eight dogs and three cats and a brother-in-law.
Michael: Is his name, Brad?[00:08:00]
Alex: It’s been, it’s a wild and crazy household that we have. No kids that I know of so that’s good.
Michael: Well, Brad, I don’t think you brought Alex on to do pet talk, did you? Or maybe you did. I don’t know, but I’m sure we have some even better things to talk about.
Brad: We do. And so, Michael, as we know, you’re the context guy. And so as we go into this season, we’ve really been talking about the seasons of a business and the five phases of an M&A deal so for our audience members who are hearing for this very first time, why don’t you give a really quick recap of the seasons of business?
Michael: Yeah so we’ve talked throughout the season about how the buying and selling of a business that is a season of a business is really built upon decisions and actions made during the other seasons of your business. They all build upon each other so we just, a quick recap. You have the building season of your business, kind of creating the infrastructure, the operating season of the business, a lot of [00:09:00] heavy crisis management and navigating. Scaling your business, it’s time to grow and what are the decisions you do during that time? And then the buying and selling of the business, which really leads you into the M&A theme with our Hitchhiker’s Guide all season. We also talk about the timeline involved with an M&A deal through the five phases. We have the letter of intent, then we go to due diligence, then definitive documents and closing of the sale, and then the dreaded post-closing obligations. Today, for our show, we’re gonna spotlight Alex, his experiences.
Brad: Awesome. Yeah. Well, thank you for the recap. Alex, now that you understand what’s happening around here, right, well, I think you know, the first thing is for those who don’t know, Michael mentioned that you are the founder of the American Medical Spa Association, also known as AMSPA on the street. What is that?
Alex: I like that you put [00:10:00] the street name down cause it’s important for folks to know that. So, AMSPA is a trade association that provides business and legal resources to medical aesthetic practices across the country. We are 4,000 members now and growing and been in business for a little over 10 years, really in earnest for probably eight years, where we’ve been, you know, really growing and trying to give folks the tools that they can to grow and most importantly be compliant cause compliance is cool, as we all know.
Alex: And so really as a lawyer, we started out providing the legal side so that folks could be compliant and safe. And we’ve kind of morphed into this thing that has now become bigger than me, that I’ve never even dreamed would be quite as big as it is. And we have the Medical Spa Show, which is gonna be in April at the Wynn in Las Vegas.
Brad: Is that a shameless pitch there?
Michael: And talk about how, you know, the [00:11:00] show, how big is that? And, you know, kind of what’s the purpose of the Med Spa show?
Alex: Yeah, so when we started out, I mean, this was seven years ago, and there really, you know, again, back then this was still like the frontier of medical spas and there was no conference dedicated exclusively to medical spas. And so we started that and, you know, we were hoping for a couple hundred people. We ended up getting, I think 350, 400. Since grown from there. So earlier this year in 2023, we had 2000 attendees, which was bonkers.
Brad: So that’s more than 200?
Alex: More than 200.
Alex: Yeah so 2000 and we expect in April of next year to have more than that. I mean, the response has been crazy. It’s been a wild ride to see it grow. Really, what we do is we provide, you know, multiple tracks on the business side, the compliance side, [00:12:00] clinical training, it’s everything and anything. And it’s all med spa owners. Only med spa owners.
Michael: And I just note just on my own, you know, experience of being with you through this is that at the beginning, you know, there was a lot of lack of awareness about compliance and the need to be compliant. And we’ve seen that change. And then we’ve seen just this explosion of people asking about M&A and that being part of it, but we’d love to hear kind of your perspective on kind of the evolution that you’ve seen in the med spa industry over the last, you know, decade or so.
Alex: Well, you know, it’s interesting you said that we’ve seen the compliance acumen improve, and that’s true, but we’ve also seen it remain very much the same. We’re giving, you know, a talk tomorrow, which we do at our AMSPA boot camps every month basically, which is the same talk I’ve been doing for 10 years now, 15 years, even longer than [00:13:00] that when I was doing this before AMSPA started and I still get the same questions, everything is very much the same. So there’s still a long way to go as far as the education goes, but what we have seen, which has been very exciting and a little bit surreal at times is that kind of the evolution and the growth of some of these original med spa owners who opened up, you know, 5 years ago, 10 years ago, sometimes longer than that and they’ve gotten to a point now where the industry has become mature enough that they’ve started selling their businesses. And it’s really been cool to watch to see some of these folks who I know have worked so hard and have developed such an incredible brand and have been doing this for so long that they then get to, you know, actually see the fruits of their labor. So it’s really, this is a very impactful couple of years. I think what’s gonna happen now, the next year to two years, depending on how long kind of this M&A wave lasts to see kinda what happens from the industry perspective, what types of owners are like, how the [00:14:00] compliance landscape is gonna change. It’s gonna be a very interesting time.
Brad: Well, go ahead, Michael.
Michael: No, I was just gonna say, it’s funny you say that because Brad and I gave a speech two nights ago where what you said about the compliance, you know, still having the same questions, is we had a bunch of doctors, you know, asking us how so many people are being non-compliant and that’s a big problem from their perspective. And I think I get a little skewed because the people I talk to generally seem more educated now than years before and it’s really kind of striking me that there’s still so many unreached people out there in the med spa space that are still unaware.
Alex: They are more educated, but there’s still plenty that don’t know just the very basics about how this all works. And I think a lot of it is because, you know, we’re obviously talking about medical aesthetics, but for a lot of folks it’s become, you know, it’s almost like a retail industry where [00:15:00] people don’t realize the medical is in there for a reason, and so it becomes this kind of extra entity and it’s been interesting because no matter what we do and how often and how loud we scream these rules, the population that is coming up and coming into the industry just doesn’t know it yet. And so we’re constantly having to say, Hey, this is what we gotta do. You gotta be careful, you gotta blah, blah, blah. And we are seeing a lot more compliance investigations and a lot more legislation coming so it’s gonna be an interesting couple years. I think people are gonna be in for a bit of a surprise when they hear some of the things that are actually happening.
Brad: Yeah. Well, and I wanna take a little bit step back. You were talking about MSS a second ago, and you know, your very first show was 2018, and then now, obviously we just finished your most recent show. Talk to me or talk to our audience really about who’s been joining this show? Not just the attendees, but how the industry has been focusing on these types of shows now, or more importantly, more med spas.
Alex: [00:16:00] Well, it is interesting because when we first started, I remember, you know, we were begging our now very good friends from Allergan and Merz and Galderma to come and be part of the show. And back then there was still very much a focus really across the board from the manufacturer side, the drug manufacturer side, the vendor side, and the conference side to focus on, plastic surgeons and derms who were then expanding into med spas. What we saw and I know you guys saw this as well, right off the bat, was that the way the market was going, the way it was growing was this ground swell of med spas being opened by MDs that were coming from other types of medicine, emergency medicine, family practice, what have you, as well as NPs, PAs and RNs and what happened was is we got to a point where there was like an inflection point and the [00:17:00] vendors started to see that. And now we don’t even have enough room for all the vendors who want to come and exhibit, and they all tell us the same thing. It’s like, this is the market that we’re focused on. This is where we wanna be. This is where all the growth is. This is where the incredible opportunity is. And so now it’s like a light bulb has gone off and everybody has come through and they’ve realized over the last couple years that med spas for lack of a better word, that’s what they’re called, tend to be where most of the evolution is, most of the dynamism as far as the way the industry is working. So it’s been very exciting to see.
Michael: Well, good. Well, Alex, I know that you and I have talked for years about, you know, with Brad and I’s background, working with surgeons, and that’s kind of how, you know, we built our group. And we’ve talked about the, you know, the plastic surgeons willingness to kind of [00:18:00] adopt this industry-wide, you know, med spa craze, for lack of a better word and, you know, experience a little bit of the pushback when you were starting small, but talk a little bit about how that’s evolved and how you see the plastic surgeons in the med spa space.
Alex: Yeah. No, it’s a good question and there’s been an evolution to that as well. I will say that a lot of it has to do with, you know, the fact that a lot of plastic surgeons are being successful at med spas. And we’re starting to see that more and more. When I first started, I would go to, whether it was ASAPs or ASPS, some of these meetings, and inevitably every talk I gave, there would be one or two or ten plastic surgeons who would say, why is anyone doing med spas? These things don’t make any money. They’re stupid, blah, blah, blah. Don’t like ’em. And, you know, in the meantime, I had this whole other cohort of people that I knew were [00:19:00] making, you know, 10 years ago, a million, 2 million, 3 million in revenue at good margins. And what we saw though is that surgeons have been very adept at embracing that type of model. And they’ve been much better at it than I think maybe I originally anticipated, and they’ve been very, very good. And it’s been very encouraging to see how they have really taken up the mantle and helped propel the industry forward to the point, even now where we go, like for instance, we were just at, you know, ASAPS in Miami. Like you’ll see a lot more of the talks embracing medical spa, embracing compliance too, embracing all the things that we talk about. And so it’s been interesting. It’s almost like seeing your little kid, like your little puppy, grew up into a full-fledged, you know, guard dog.
Brad: Named Biscuit. Well, and I think it has been fascinating, really watching the plastic surgeons readopt it. And a sidebar was years [00:20:00] ago, I had a young plastic surgeon ask me, what’s one thing I’m missing? And I talked to him about the non-invasive side of his practice, and he says, I don’t think you understand plastic surgeons. He goes, do you know I make, you know, $20,000 off this surgery and $10,000 off this surgery and $6,000, why would I care about 300 bucks? Or 200 bucks? And six years later, he found me. This is, actually, you were standing next to me when this happened and he said, man, why didn’t I listen to you? He said, I just did not realize that I was capturing my patients and they were staying with me. Instead, I let them walk out the door and eventually they went to another plastic surgeon’s office who did have the med spa. And then when they needed an update, they just stayed there. And he didn’t even realize that because he was so young and all he could focus on is how much money he’d make today versus that future plan. So that’s been an impactful statement coming from someone who saw the difference it made just for them in general, but I think, you know, we talked about it a little bit earlier in this episode already, [00:21:00] but I want to come back since this about M&A and really talk about the elephant in the room, which is watching how private equity has come into this space.
Alex: I thought you weren’t gonna call Michael an elephant anymore. Come on.
Michael: I know, it’s so hurtful.
Brad: That’s just not nice.
Alex: Off script.
Brad: Riley, let’s just cut all that. Any joke that he makes, just cut it.
Alex: Yep, yep, I agree. Cut it.
Brad: But, no, honestly, I mean, so in 2018, in the first med spa show to most recent year, the way private equity has come into this space, it’s been fascinating to watch and I’d love to hear some of your thoughts.
Alex: Well, it’s interesting. I was going back just the other day actually, when we were getting ready to go to Miami and I had a whole talk I was gonna give for two hours, and I was going back to some of my old slides from the older presentations and I had been talking about investment and how the industry is changing for like eight years, but it was all just talk. In the last couple years, [00:22:00] we’ve actually seen truly this wave of actual big money investors, private equity backed platforms. We’re now seeing foreign investors and foreign money and foreign backed platforms coming in, and it’s totally changed the landscape of the med spa industry. It’s still very much a mom and pop industry, which I love about this industry. It’s still, you know, 90% of the med spas are one, two location owned by like a single person so it’s still not there yet, but we have seen this incredible influx of money and we’re starting to see consolidation of some of these med spas start to be rolled up into not necessarily a single brand, but owned by a single owner. We are seeing a lot more sophistication in the way some of the med spas are being run, which I think is a good thing. Yeah. [00:23:00] Overall it’s really, it’s a very different industry right now than it was, and you guys were there. Actually you weren’t at the first one, Brad.
Brad: The prequel?
Alex: If you go to the first med spa show versus last year, it’s not just the size and the breadth of it is different, but the very substance of what we’re talking about and the different people that are there and what they’re discussing and there’s deals being made in the hallways and it’s really become an exciting industry to be a part of. And it’s cool to see, cause I’ve got to see some folks, you know, be able to make some money and off their hard-earned work. And at the same time, I think the thing we have to be careful of and mindful of is keeping it still compliant and safe. And that’s the one thing that we have to be very, very, very careful of as we move forward.
Michael: Very interesting. And I [00:24:00] would agree with you, it’s like a frenzy in the last couple years. And one of the things that they’ll ask is, is it too late? Do I need to do it right now? And I’m like, this is just the very beginning.
Alex: The basement.
Michael: I know. Well, let’s go to break and talk about some other aspects of what is happening in the med spa world on the other side.
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Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host Brad Adatto with my [00:25:00] co-host Michael Byrd and still in studio for those watching us on camera is the lovely Alex Thiersch. Now, Michael and Alex, this year at MSS in Vegas and, you know, you were just talking about the Aesthetic Society that we were at in Miami, there were just a ton of people speaking to us about a lot of different things, but it seemed like no matter what they just kept coming back to where are these offers going? What does it look like? And they’re thinking about maybe I should sell my practice so let’s pause and I’ll start with you, Alex first, but what advice are you giving these people who are thinking about selling their practice or even considering selling their practice?
Alex: Well, it’s exciting and the first thing I always tell them is that they, you know, we all should be grateful that we’re in an industry and part of something where we’re selling your practice for the multiples and the amount of money that’s being offered is something we should be very grateful for because it is very, very exciting. [00:26:00] I do think, however, it’s easy to get wrapped up in that excitement and not focus on what you’re actually doing and what the future holds because it is a very, very big life-changing event that most people in the world don’t ever get to go through, selling any kind of a business. So it’s really, you know, be grateful, be excited, but you’ve got to go slow and not just do it to do it. You don’t want to do it just for the sake of it, because the time you think is right. You’ve gotta really be ready on a kind of molecular level to do it.
Brad: That’s a great point. Michael, what are some of your thoughts?
Michael: Yeah, I mean, beyond the, I totally agree, what’s the vision for yourself or your business? And making sure that this is not just a dollar sign, but really is a fit if you’re interested in selling. It’s getting your house in order. And there’s really two fronts that we see are the biggest obstacles in a deal. One is compliance. And there’s a whole, you know, [00:27:00] body of buyers out there who find that really important and they will sometimes not close deals and oftentimes will reduce the purchase price valuation if there’s a compliance issue and you don’t have that side of your house in order. And the second is your team. And there’s a whole other segment of buyers out there who are really interested in the team that they invest in. And so having your house in order there, whether it’s employment agreements, culture or otherwise are really important things that will help make that process go much smoother.
Brad: Yeah. And Alex, we were catching up, recently and you were telling us about am M&A deal that you got pulled into for one of your clients and you really almost got into hand to hand combat as it comes, helping them with the due diligence. And we’ve had other people on, and we’ve obviously given the legal description of due diligence, which is really, you know, showing that you’re worth your worth, right, by showing to the buyer and the seller [00:28:00] saying, Hey, this is what I’m worth, but describe to the audience members, what’s it like working through those due diligence and what it’s like.
Alex: Yeah, I call it a colonoscopy for your business without any, what do they even give you?
Brad: You’d hope so.
Alex: It’s painful and eye-opening, but if you approach it in the right way, it can also be very enlightening because you do learn a lot about your business. And I think the thing that, you asked what advice do we give to folks who are thinking about selling, I think the one thing you have to remember, which seems obvious in retrospect and obvious when we’re talking about it, is the folks who are buying are buying because they want to make money. They want to make money off of you and your brand. And it’s not so much, okay, you’re trying to retire and, you know, go live on the beach. They’re very much [00:29:00] going to be looking to make money. And therefore the investigation that they’re gonna do into your business as part of due diligence is going to be very intense. And the questions that are gonna be asked of you and that you have to ask yourself can sometimes be very uncomfortable because all the warts come to light and some of the things that you think are maybe strengths in our selling points, the folks do not see it that way at all. So it’s tough, but it’s also good, but, you know, sometimes folks who go through that process and then end up not selling, which happens all the time, end up in a much better place because they now have basically a full, you know, anatomy of their entire business. So it’s rough. You need help. You definitely need help. Don’t do it by yourself.
Brad: Yeah. All good points. So we’re getting ready to close out the show, but, you know, as we leave, and I’ll throw this to you first, Alex, you know, what is the vision for the future of the med spa industry? What [00:30:00] do you see?
Alex: That’s a good question. I think it remains to be seen. I do think there obviously will be a lot of consolidation, so we’re gonna see more folks getting purchased and getting acquired, but I also think there is going to be a lot of still smaller businesses, doctors, nurses, PAs, who are building their own brands. I think we’re gonna see a lot more legislation. We already are, so there’s gonna be a lot of movement as far as the regulatory world goes, but it’s gonna be fun to watch for sure.
Brad: Absolutely. Michael, final thoughts?
Michael: Well, consolidation, all the things Alex said are true. I think consolidation’s gonna happen and probably gonna happen faster than Alex consolidates pets.
Alex: Solid point, solid point.
Brad: Solid point, Michael. Well, audience members, oh, first off, Alex, thank you again for being here in studio.
Alex: Absolutely. Anytime.
Brad: Hold the applause, audience members who are clapping really loud because we gotta roll outta here, but [00:31:00] do not panic. We will be back here next Wednesday as we continue down the journey of the Hitchhikers Guide to M&A. We will turn our spotlight on what happens from the employees perspective.
Outro: 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. You can also sign up for the ByrdAdatto newsletter by going to our website at ByrdAdatto.com. 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 not imply an endorsement of them or any entity they represent. Please consult with an attorney on your legal issues.[00:32:00]