In this episode, hosts Brad and Michael are joined by Arielle Schmeck a Partner at JTaylor. Drawing on her experience in health care consulting and valuations, Arielle shares the unintended consequences that arise when physicians assume a high valuation means a good deal. Tune in to understand the full scope of valuations, including the value of assets, minority interest discounts, private equity involvement, and the real cash flow implications for practice owners.
Listen to the full episode using the player below, or by visiting one of the links below. Contact ByrdAdatto if you have any questions or would like to learn more.
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 another episode of the Legal 123s with ByrdAdatto. I’m your host, Brad Adatto, with my co-host Michael Byrd.
Michael: As a business and health care law firm, we meet a lot of interesting people and learn their amazing stories. This season’s theme is Unintended Consequences. We sometimes find ourselves in a situation that can be traced back to a seemingly inconsequential or unrelated decision.
Brad: Yeah. Michael, I’m real excited to bring on our guests who we have the pleasure working with for over the years. And today we get to discuss everyone’s favorite topic, money, or more precise, how much your practice may be worth.
Michael: Brad, are you sure how much my practice is worth is everyone’s favorite topic?
Brad: Yes.
Michael: I love the energy. Maybe dial it down just a little bit. [00:01:00]
Brad: No, we’re going to get more exciting. We’re going to do more money talk. So, because we’re talking about money, I thought we should do a deep dive on US currency.
Michael: Okay, Brad. Read the room. I mean, read the audience room, and our opening banter is supposed to be about something interesting.
Brad: Look, if you don’t find cold card cash in your pocket, interesting. That’s on you, buddy. I mean, I think everyone in the audience likes the idea of cash and getting more cash in their pocket, which actually is going to lead me to little quiz for you, Michael, because our guest is going to talk about money, I thought we could start talking about money itself. So first off, since we’re talking about lots of money, what’s the largest dollar bill denomination in circulation?
Michael: So I may look really stupid because I’m not cheating and asking Siri like I sometimes do. My guess is a hundred dollars.
Brad: You are incorrect. The largest still in [00:02:00] circulation is a $10,000 bill. Now, however, US Treasury no longer issues that bill anymore. They only do the a hundred dollars bill. So you’re somewhat – you’re leaning incorrect.
Michael: You had to make it look like I was wrong.
Brad: You are wrong, because The $10,000 bill is still out there. The second question, what is the smallest coin issued by the US Treasury?
Michael: Well, unless this is a trick question. It’s a penny. It did read something recently about them stopping production of pennies. But again, I’m not that interested, so I’m not paying that much attention.
Brad: It is not a quick trick question, but again, you’re incorrect. I was reading an article, that same article actually by the way, on the penny thing. But the smallest coin is actually the dime. There’s only 1.79 centimeters while the US penny is 1.9. So the penny is much bigger. Which reminds me of a story I read recently in Dallas about a semi-truck that veered off the road [00:03:00] flipped and the truck piled $800,000 of coins and it spilled all over. They had to get workers out there, huge headache, with massive vacuums. Literally back breaking to pick up each little coin that was out there. Yeah,
Michael: I’ve heard that story as well, and that is a little bit more interesting. It was a local thing and it was all dimes to your smallest currency point.
Brad: And finally, you are correct. That is correct. It was just dimes, the smallest coin in circulations as we always reported. And the news reported that they didn’t indicate why some truck had $800,000 of dimes in it. I mean, think about that. You probably have some dimes in your glove box, or maybe coins in your center console – if people still have change. But 800,000 of dimes. I mean, and if our audience members, want to note this, actually shut down the highway outside of Dallas for the entire day as they literally were vacuuming up dimes. [00:04:00]
Michael: And I did notice you were out of the office that day.
Brad: Yeah, mystery.
Michael: All right, let’s bring on today’s guest and we can learn her story and see if she’s as interested in US currency as you are. We have Arielle Schmeck joining us today. She’s a partner at JTaylor. She provides consulting and valuation services. She’s gained experience in various practice areas with an emphasis in the healthcare industry. Arielle is a certified public accountant, or CPA, as they say on the streets, accredited in business valuation, certified merger and acquisition advisor. There’s a lot of impressive things there.
Arielle: Too many letters.
Michael: Yes. Lots of letters. Member of the American Institute of Certified Public Accountants graduated from Texas Christian University, as Brad calls it, the Harvard of Fort Worth, obviously, with a Bachelor of Business Administration, another BBA, and a Master’s of Accountancy. [00:05:00] Okay, did I get it all?
Arielle: You did.
Michael: All right. Thank you for joining us today.
Arielle: Thanks so much for having me. I’m glad to be here.
Brad: Yes, I’m glad to have another horn frog on the podcast. This horn over here, you know, the frogs and then, yeah.
Arielle: That’s right.
Brad: Anyway, for those in TV land, we we’re so happy that you’re here with us today. And you know, we want to hit you really hard questions right away. Do you advise or do you ever keep and transport over $800,000 worth of dimes in your vehicle?
Arielle: I do not. I don’t think my vehicle would be able to physically pull that down the road, but it would’ve been interesting to at least see that happen. I mean, don’t want to be the car behind it with all the dimes rolling into my windshield.
Michael: No kidding.
Brad: That would be awful.
Michael: Well, let’s get started with the real questions, not the Brad questions. Yell us a little bit about you and your background and kind of what drove you into this world.
Arielle: [00:06:00] Yeah, so as y’all noted, I am a proud TCU graduate. So I am a CPA by trade. Please don’t ask me any tax questions. I don’t even do my own tax returns, but I at least note the pitfalls to advise our clients on. But when I graduated from TCU, I went the traditional big four accounting roots, started my career in the audit practice, but pretty quickly figured out that I wanted to be more of an advocate for my clients which you literally cannot do if you are an audit. So while very, very important trade and service that we provide, I wanted to make a switch. So got connected actually through some folks over at TCU to JTaylor. Healthcare is actually one thing that growing up I never thought I would wind up in. We don’t have any health care providers in my family, and I frankly get very squeamish at the thought of the actual clinical aspects of it, but I was really interested in the people at JTaylor. I loved the fact that it was going to be a challenge and I was going to learn something new every day. And so I took a leap of faith, and I’ve been here for coming up on a decade.
Brad: [00:07:00] Well, you mentioned JTaylor now, like three times in the opening of who you are. So, for audience members that don’t know, maybe you can give some background besides the fact that they have someone like you there, but what does JTaylor do?
Arielle: Yeah, so JTaylor, we are a licensed CPA firm based out of Fort Worth. So very proud to be on that side of the metroplex. So we do have the traditional audit and tax practice, but I am a partner within our consulting and advisory group. Across the firm we have about 150 professionals, and about 40 to 45 of us sit in our consulting and advisory practice. And within that, we probably are 90 to 95% healthcare focused and really on the provider side. So, similar to you all in terms of the type of clients that we get to serve.
Michael: And talk a little bit about the consulting and advisory services y’all provide, like some examples of how y’all help.
Arielle: So it’s a pretty wide gamut. In terms of, the way that we describe it is, if there is a question that a client has, and it somehow is financial oriented, which most things at the end of the day are when you’re running a business, we can probably help with that. [00:08:00] I would say nationally we’re known for our healthcare revenue expertise. That, that’s really where I would think that folks who know us outside of Texas have probably interacted with us. But myself and some of our other partners, we spend most of our time in either valuation work or some type of transaction advisory. So that could be anywhere from a smaller physician practice who is trying to figure out, okay, if we’re looking to do some succession planning and bringing in new physician partners, what does that look like? What does the value in my practice look like as part of that, but then also go all the way up to some of the really large health systems and even some of the publicly traded ones.
Michael: I’m curious too. I think our audience, a lot of our clients will be, when we have these conversations about valuation, it’s a very foreign concept, and I’m talking particularly physician owned practices, so the smaller scale. Talk a little bit about what valuation is and kind of what your process is, or what does that experience look like [00:09:00] for them to have their practice value?
Brad: Yeah, because they wonder about making money, Michael.
Michael: Yeah. Well, and you said that is everyone’s favorite topic.
Arielle: It is. Yeah, exactly. At the end of the day, any business, if we’re talking about, particularly service providers, so whether we’re talking about a health care service provider, a law firm like you, all a CPA firm like us; it is all about generating cash flows above and beyond what is going to pay your personnel, which is also inclusive of the partners that may be involved in it. And so when we’re working with physician practices, one of the concepts that can be really difficult to understand is let’s say that they are a partnership and the physicians are used to taking draws home at the end of the day; they’re not thinking about the cash that is going into their bank account as how much of this is money that is simply for the clinical services that I provide to my patients, versus what is above and beyond that, and what we consider to be true owners compensation – or the goodwill [00:10:00] of the practice. And so one of the first things that we do when we approach those valuation topics is make sure that we have a good understanding and a good education session with our clients to understand what does it look like in terms of their productivity. We will take a look at the practice financials. If we’re to account for some general benchmark of what do we think is a fair compensation for those physicians based off of and other providers based off of their actual productivity, then how much excess cash is left over. And that really at the end of the day, is the true value of the practice from a financial sense.
Brad: That’s typically where you start when you’re going through that and looking at it that when you kind of run into some “business expenses” that may have been used by some of the founders over the years, you’re trying to figure out what is true expenses versus actual business expenses.
Arielle: Yes. That’s a good way to say that.
Michael: Yeah. And then talk a little bit – so when you arrive at that number, [00:11:00] is that… Well, first of all…
Brad: Is it always a billion dollars?
Arielle: It is not always a billion dollars, unfortunately.
Michael: Is that when you hear the term EBITDA, is that kind of the number you’re looking at?
Brad: It’s a fancy term.
Arielle: It is. So EBITDA. So for those of us that are not as familiar with all these acronyms that we like to throw out – what that’s talking about is technically it’s earnings before interest, taxes, depreciation, and amortization. What that really means, at the end of the day though, what are the free cash flows available? Because you may have -most physician practices have some type of medical equipment that may be in there. You know, it could be something like an ultrasound, a laser or simply the tables and chairs that are in the practice. From a cash standpoint, you’ve already paid for those most likely, particularly if it’s not a lease, but on your financial statements and tax returns, you’re going to see depreciation and what are non-cash expenses. And so when we’re talking about the value of the practice, once again, we want to go back to the true cash flows that are being generated each year, so that’s the reason for throwing out that term. [00:12:00]
Michael: And then when you value it, are you multiplying that number times a multiple?
Arielle: Great question – because I think that a lot of our…
Michael: Did you hear that, Brad?
Arielle: Yeah, yeah. Great question.
Brad: Can you cut that? She meant it was an okay question, is what I heard.
Arielle: Yeah. No, we’ll give one point to for that. So in a roundabout way, yes and no. I think what we hear thrown out a lot of the times is when physicians are talking with their friends, you hear about these country club multiples, if you will. And so, they may be talking, well, I got 10 times for my practice. What does that really mean? So typically, yes, that there are multiples, but really what that is, is a derivative of what we think the business will actually generate in the future. So what I mean by that is when we’re going through and doing our valuations, particularly a physician practices, what we really are actually focusing on is what we think the business will generate in the future. [00:13:00] So we’re taking into account if certain physicians are getting ramped up or maybe there’s a new service line or some type of ancillary product or service that the physicians are bringing into their group, we will go through and develop a forecast. So trying to predict what will happen in the future because I’m a mind reader, so that is very easy for me.
Brad: Congratulations.
Arielle: Yeah, wouldn’t be here with you all if that was actually true.
Brad: Yeah, that’s correct.
Arielle: Yes. But what we do is, so we’ll go through and say, what do we expect is going to happen with this business in the future? We do some very fancy math, it’s really not that fancy, but we’ll do some math to say, what does this equal in terms of today’s dollars? So say for an easy example. We may say that the business or the practice is worth $10 million based off of what we think is going to happen in the future. Today they are generating $1 million in free cash flow or the EBITDA that we referenced earlier. That in itself implies the [00:14:00] 10 x multiple that we hear folks talking about.
Brad: And do you…
Michael: I have one more question. I’m actually proving you wrong, Brad.
Brad: Well, let me have my question first because it’s going to be the best question yet.
Michael: You’re trying to one up me again?
Arielle: Yeah, we’ll see. We have a scoreboard going.
Brad: Yeah, no, I mean, it’s my mine’s. I’ve run up on so much. I mean, every once in a while I’ll let him have a point. So it’s like 10,000 to one so far. The question I think a lot of people have is, obviously you’re looking at their numbers when you’re trying to figure these out. Do you look at a bigger picture like the community and what’s happening in the industry at large as you’re kind of coming up with these numbers too?
Arielle: We do. I mean, certainly the macro environment has an impact whether we’re talking about it from an economic standpoint, from a regulatory standpoint, but we try to focus when we’re doing our valuations, we really are putting most of our waiting on the specifics of the practice. So we certainly can look out to the market and see where what things are either trading at [00:15:00] for those multiples that we talked about, but then also just what are some of the general trends. So certainly are indicative, but the way that we view it is every practice and whether we’re talking about a physician practice, an ambulatory surgery center, whatever it may be. They’re very unique circumstances that exist in each of those. So I would say that it is a helpful reference point, but not something that we rely on frequently when we’re valuing a specific practice.
Michael: Pretty good question, Brad. I mean, I know she didn’t say that, but yeah.
Arielle: No, I’ll give a point for that too.
Michael: And I guess the greater point is that yeah, it sounds like a lot more detail than the country club number that gets thrown around. So final question on this point is kind of in line with Brad. How do you factor assets? Like, if they happen to have a balance sheet with a decent amount of assets?
Arielle: Yeah. So once again, it’s going to depend on the specific practice. [00:16:00]
Brad: It depends. As a lawyer answer, you’re not allowed to use that.
Michael: Well, she can’t hear.
Arielle: We use it a lot.
Brad: Oh, okay.
Arielle: Yeah. You know, as CPAs and lawyers, we get along well, so it depends. It does depend, yeah. Is a good response. I mean, that really is the truth. You know, what we would hope though is that from a value standpoint is that the cash flows of the business are generating above and beyond what we think that the hard value of those assets are. Because what that would indicate, if, if that’s not the case, then you have a whole bunch of assets that aren’t actually generating enough of a return. Now where you can see some differences, we’ve worked with some clients over time who are in the infusion space, and particularly chemotherapy. You know, if you’re talking about a linear accelerator; that is a multiple, hundreds of thousands of dollar piece of equipment, so there can be some nuance there, but generally it is certainly something that we look at particularly if we’re talking about a med spa [00:17:00] client or something in the derm and aesthetic space where they may have just bought a new laser, whatever it may be. That will have an impact from, once again, those cash flows, because whether or not, depending on the timing of when that was purchased and if there was a loan associated with getting that, it comes into play. But at the end of the day, we would still hope that the cash flows are generating above and beyond if there was some resale value for that piece of equipment specifically.
Brad: I agree. It was a decent question.
Michael: Yeah. Yeah. Alright, well, we’ll kind of switch gears a little bit. You heard us say the season, our theme is Unintended Consequences. I want to talk a little bit about that in the context of a main street deal, a doctor to doctor deal. Kind of give us some of your experiences that you’ve had kind of in when assisting a client [00:18:00] with evaluation or advisory type role with their practice.
Arielle: So I would say that from maybe unexpected consequences of that, I think too frequently, and not to speak ill of others that do the same type of work, but I think too frequently an advisor may come in, they’ve been engaged to do a practice valuation. They come in, they do the calculations, and they provide a number and that’s it. You know, there’s a lot more nuance to it when you’re talking about the true buy-in buyout, whatever that may be of a specific business and particularly physician practice. I would say that one of the biggest things that comes up that does end up having unintended consequences in terms of how things get structured is, how is the entity currently taxed? What are the tax implications of, we’re talking about the equipment earlier, it’s very frequent that a clinic may have a multiple different legal entities. [00:19:00] One, that is where the true professional billings are running through. There’s a separate holding company for the equipment. There may be something for the real estate from a legal protection standpoint. And then that can get really complicated in terms of, once again, the timing of when the equipment may have been purchased, when we know that there may be something that needs to be replaced, how are you going to account for the actual CapEx of that? And so once again, I joked at the beginning of the show that while I’m a CPA, don’t ask me specific tax questions, we at least do know enough to raise those red flags sooner. I think that’s one of the biggest things that people don’t consider earlier on is the tax structuring of the deals.
Michael: One of the questions I got recently was a doctor was going to be buying a minority interest, and asked if there should be a discount on the valuation based on that. Kind of where do you land on that?
Arielle: Yes. So there are, from a valuation standpoint, if we’re talking about buying a minority interest, there are true discounts built [00:20:00] in that are called discounts for lack of control and discounts for lack of marketability. So the way that I like to describe it is, we can go out and buy stock in Coca-Cola or some other publicly traded entity. For once again, just for easy math, it may be worth $10 billion. But if you’re going in and buying just 1%, 1% of that, it’s not the $10 billion times 1%. The reason being is because us as shareholders of this entity, we don’t have the ability to control the board. You know, we’re almost just passive investors, if you will. You know, different context for minority investment in a smaller entity and obviously physician practices and things like that. I would say that – everyone’s favorite answer, it depends. But a lot of it is not only the specific ownership percentage that the physician may be getting, but what are the rights that come along with that? And that’s where it’s going to come down to the actual, you know, the legal agreement, the company agreement, whatever it may be.
Michael: Do you have like a range [00:21:00] of like it’s X percent, to Y percent that you see?
Arielle: Typically what we see with just the way that most of the agreements that we see are drafted, I would say it’s anywhere from probably 12.5% on the low end, up to 25 to 30% on the very high end. That’s much less common in physician practices. We see more of those discounts in ambulatory surgery centers and things like that because in a physician practice, I mean, at the end of the day, it is a professional entity, and so it’s hard to try to limit folks’ ability to have some control and influence when the partners are also the business owners and the ones that are providing those clinical services.
Brad: Yeah. And I’m sure we were talking about main street deals, but I guess we can kind of switch over to what’s happening right now with Wall Street coming into this space. And you basically, again, kind of back to Michael’s question, what are some of the unexpected consequences that are happening now with these Wall Street deals where you see when it comes in for the same issues, either from the [00:22:00] consulting side of the valuation side?
Arielle: I mean that we could spend hours talking about that. Because when we say Wall Street, we’re rarely involved. Where it is truly a public company that’s coming in and is purchasing, but private equity, as you know, is continuing to ramp up it’s investment. We’ve seen some slow down in the provider space, at least the traditional physician practice, but it’s still there. I would say on those, it’s really interesting from a valuation standpoint. A lot of the times the numbers and the values that these businesses are ultimately “selling for” under corporate practice medicine laws and whatnot, I don’t know how the math makes sense. So in those instances, it’s kind of hard to advise their clients to do anything other than that. If they’re getting the country club multiple of the 12 plus – even looking at it mathematically, I don’t know if they were to keep their practice, how they would generate that much cash in [00:23:00] their pockets long term. So I think that’s one of the things.
But then the other piece that I think is really interesting on those is it’s very common to have what’s called rollover equity and those deals. And so we, we advise clients frequently who are looking to make a deal with private equity and 9.9 times out of 10 on those, the private equity owners have the expectation that the clients will roll over their equity. So once again, going back to easy math, if they are selling for $10 million, they’re not going to get $10 million in cash. They may get $7 million in cash and 30% of that goes into rollover equity. Then I think it’s actually really interesting from a valuation standpoint, because you have the $3 million that’s being attributed into the rollover equity, which that alone implies what the value is. But then you also have to consider what is that rollover equity actually worth in this larger enterprise that you are now investing in. [00:24:00] And we see lots of letters of intent and slide decks where the private equity groups are talking about how you’re going to, this $3 million is going to become $25 million in the next four years. I don’t want to say that everything’s pie in the sky. Sometimes it happens, but it’s been less frequent that I’ve seen those returns that the private equity groups are throwing out actually come to fruition.
Brad: I think the biggest impact we’ve seen now is with the main street deals, the docs are asking for the same type of pricing that the Wall Street deals are getting. And you’re like, that’s not going to work on a main street deal.
Arielle: Exactly. I mean, from a financing standpoint and once again, if we’re looking at it from a valuation, if we were to do that, I, I don’t know mathematically how you get to that without just assuming some massive growth that as the crystal ball, I’m not seeing.
Michael: Yeah. There’s an inflated component to that. And I’ll just say this back, because I think you kind of [00:25:00] touched on it in your answer is that what they dress up as a valuation can really not be real. Actually real to our clients, not just in all these assumptions of what’s going to happen with the rollover equity, but in the earnouts that they ask them to – you have to achieve these certain things to unlock a number, and so it can be very confusing.
Arielle: Exactly. So on those, the thing that I would recommend in those types of instances and transactions, the thing that we’ll always do with clients is actually look at the analysis and say, what can you take home after tax dollars on your pocket, the day of closing and everything else? You know, I maybe bet on it to an extent, but it’s not guaranteed.
Brad: It’s a fair assessment. I mean, that’s the part where they have to understand what’s guaranteed and what’s not guaranteed.
Arielle: Exactly.
Michael: Going back to Brad’s point of start where you started currency.
Brad: Cold cash. [00:26:00]
Arielle: Yeah. That’s right.
Michael: Well, excellent. Well, we have hit our time. Actually, I’m going to give, it might’ve been one of my most interested topics. I’m sorry I gave you a hard time at the beginning and then Kennedy, you can just delete that statement, and I got a thumbs up. It was a pleasure as always. Love talking with you.
Arielle: Yeah, likewise. Thanks for having me.
Michael: And glad you’re able to join us.
Arielle: Yes. Thanks so much. It was great. Enjoyed it.
Michael: So we’ll go to commercial right now and on the other side, come back with a quick wrap up.
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Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host, Brad Adatto, with my co-host, Michael Byrd. Now Michael, audience members, this season, our theme is Unintended Consequences, and we had just an amazing conversation with Arielle coming in and talking about – she dropped some serious knowledge people on valuations and just how you look at things from different perspectives. I mean, both Michael and I probably could have gone another hour with her. It was just so engaged. For those who want to learn more that she is part of the JTaylor Healthcare podcast, so if you want to look that up, we’ll put that in the show notes. And I know that she’s actually been on it also.
Michael: Yeah.
Brad: So Michael, what are some of your thoughts and takeaways from the day?
Michael: One of the things that jumped out to me, she used the word country club talk. We always say locker room talk. But it’s the same concept where there’s some dangerous misinformation that sets some very unreasonable [00:28:00] expectations that we have to unpack with our clients. And so what will happen in valuations or whether it’s a Main Street deal or a Wall Street deal is, we’ll have our doctors come in and be really locked in on a multiple, a number – like they heard so and so got eight x and so I want eight x minimum.
Brad: But I’m a better surgeon than other guy, so I should get eight and a half to nine.
Michael: Yes, exactly. And there’s just a lot of danger in that approach because as we heard from this episode, there’s so much more to it. And what makes it even trickier is that Arielle’s observation is that when PE gets involved sometimes there’s almost like a PE premium or a seeming premium where the numbers can seem inflated, and then you have to unpack is it real or not? And then you try to carry [00:29:00] that over into a doctor to doctor deal or Main Street deal, and it just doesn’t stand up to traditional valuation approaches and can cause a lot of friction on getting a deal done because the doctor’s wanting more – the selling doctor’s wanting more than is realistically
Brad: Feasible. Yeah. And that makes it difficult to ever really find an actual buyer or to sell your practice in general, because if you have expectations that can never be met, you’re not going to ever sell your practice for what you believe. I mean, everyone thinks their practice is worth a billion, but there is some fine line what is it actually worth.
Michael: Except for our practice.
Brad: Well, obviously ours is worth 10 billion. For any PE firm out there, I will sign a check right now if you give me 10 billion. Anyway, back to what we have to do now, Michael is leave and go off at the solitude, but don’t worry, audience member, we will be back next Wednesday when we continue this journey of unintended consequences. We have a story about sharks that pray on doctors. Thanks again for joining us today. [00:30:00] 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 not imply an endorsement of them or any entity they represent. Please consult with an attorney on your legal issues.
