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Jeff Peo – Evaluating Ownership Options: Selling a Minority Stake  image

Jeff Peo – Evaluating Ownership Options: Selling a Minority Stake

S1 E86 · This Week in Surgery Centers
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In today's episode, we bring you part 2 of our 3-part series on Evaluating Ownership Options. Last week, we explored working with a Management Services Organization (MSO), and today, we're diving into the benefits of selling a minority share. Jeff Peo from Lifeline joins host Nick Latz to break down the typical ownership split, how it impacts physician autonomy, the financial advantages, and more.

After the conversation with Jeff, we'll shift to the fourth installment of our AI segment. So far, we've explored how generative AI can streamline tasks like staff scheduling, writing patient education materials, improving your website, analyzing data, and presenting findings to your board. Today, we'll go a step further and discuss how you can use Custom GPTs to amplify the impact of AI on your day-to-day operations. Think of it as having a super-smart assistant available 24/7 tailored to your work. We'll walk you through creating one and highlight three practical scenarios where it can make a big difference.

Resources Mentioned:

Lifeline’s Two-Phase Sale Model


Steps to Create Your Own CustomGPT:

  1. Go to ChatGPT and log in. You must have the paid version to create a Custom GPT.
  2. Click Explore.
  3. Click the black Create button.
  4. Click the Configure tab.
  5. Enter your instructions and upload your documents.
  6. Click Save.
  7. Click Confirm.


Brought to you by HST Pathways.

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Transcript
00:00:01
Speaker
Welcome to This Week in Surgery Centers. If you're in the ASC industry, then you're in the right place. Every week, we'll start the episode off by sharing an interesting conversation we had with our featured guests, and then we'll close the episode by recapping the latest news impacting surgery centers. We're excited to share with you what we have, so let's get started and see what the industry's been up to.
00:00:27
Speaker
Hi, everyone. Here's what you can expect on today's episode. Today is part two of our three-part series on evaluating ownership options. Last week, we covered what it is like working with a management services organization or better known as an MSO.
00:00:44
Speaker
And today we're covering the benefits of selling a minority share. So Jeff Pale from Lifeline sat down with our other hosts, Nick Latz, to cover what a typical ownership split could look like, physician autonomy, financial advantages, and more.
00:00:59
Speaker
And after my conversation with Jeff, we'll wrap up the episode with our fourth installment of our AI segment. So we've covered all sorts of topics already, like how you can use generative AI to create staff schedules, write patient education materials, improve your website, analyze data, and a ton of other examples. And today we'll take it one step further and talk about how you can use what's called a custom GPT.
00:01:27
Speaker
to further the impact AI can have on your day-to-day operations. So if you're not familiar with the custom GPT, it's basically like having a super smart assistant available 24 seven that knows everything about your surgery center, your data and and your work. So we'll look at how you can create one and three scenarios where it could come in handy. Hope everyone enjoys the episode and here's what's going on this week in surgery centers.
00:01:59
Speaker
Jeff, welcome to the show. Thank you. Glad to be here. Jeff, do you mind giving our listeners a little bit of a background on you and your organization Lifeline? Sure. My name is Jeff Peyo. I'm the CEO of Lifeline. I have been the owners of Lifeline since May of 2020, just as COVID started. My business partner, Linda Rahm and I acquired Lifeline from Devita. Before that, Linda and I both had worked for way longer than we care to admit, probably 15, 17 years at ambulatory surgical centers of America. We've been in the industry for quite a long time. Lifeline vascular care is initially what we acquired and they focused on taking dialysis access centers and either in an EOP type scenario or an ASC scenario and helping those doctors get those cases done profitably and to to turn some kind of a profit after
00:02:51
Speaker
helping their physicians. For us, we have a multi-specialty approach and do not only dialysis access, but we also partner with other physicians, spine surgeons, orthopedic surgeons, podiatry, GI, pain management to deliver a multi-specialty ASC across the country.
00:03:09
Speaker
Fantastic. Thanks for that background. I think one of the things we wanted to touch on today is investment options for ASEs and taking kind of a management company lens to that. And so you look across the industry at the common management company investment models or ownership models. What do you see to be most common in the industry overall?
00:03:29
Speaker
There's really three models that are out there for ah when you have a surgery center company, a management company invest in you as a physician a group. The first is really the minority interest where a a company comes in and takes typically 20 to 35%, pays a minority multiple of three to five of EBITDA to buy into ah your existing center.
00:03:54
Speaker
that gives the physician group majority asset, majority ownership and controlling interest, which is important to physicians and should be. Then you have also the majority interest where a corporation or a non-physician entity comes in and owns 51% or more of your center. Typically to do that, you have someone paying a majority multiple, which in right now is seven to nine times EBITDA.
00:04:19
Speaker
most publicly traded or companies that want to be publicly traded fall into that category so that they can report those revenues up to the, to, of those centers up in their financials. And then you have the last, which is really a hundred percent ownership, which typically comes in this form of hospitals or health systems or insurers that own a hundred percent and the physicians just come in and do their cases there in those locations. Got it.
00:04:45
Speaker
That's a helpful overview. And across those three models, does Lifeline focus on one of those buckets in particular? Yeah, we're privately held. And so we actually choose to take minority interests. We think it's important for the physicians to have a majority say they're the ones that bring the cases. They're the ones that need to have the control from a medical perspective over the decisions and the the steps that need to be made that way. So for us, that's a really important thing that our physicians have control. So we're minority. Got it. And so for that minority model,
00:05:20
Speaker
that you guys do, how would you describe the pros and cons of that type of an investment approach? For the physicians or for us, for Lifeline? Let's start with the physicians. Yeah. I think one of the benefits of it for the physicians is that they get to have someone that focuses on the management, the day-to-day management of the center. So they can focus strictly on doing the cases that they need to do. The physicians are brilliant. There's no doubt in my mind that a physician can run an ASC and can learn what they need to learn. But it takes a lot of time in addition to the things that they're already doing, seeing patients have family time, those sorts of things, in addition to doing the cases themselves. They could learn it. There's no doubt about it. But what a company can do, especially a minority share, is that they can retain the majority ownership
00:06:12
Speaker
but have somebody that does this on a daily basis take this off their plate and allow them to focus on something else that they want to do. I think that's one of the biggest advantages of having this partner in the surgery center. Okay, great. So that's a pro from the physician's perspective, right? You get to help with the management side. From a physician's perspective, are there any cons?
00:06:34
Speaker
I think there's always, you'll always find some cons that are in there. ah One of them is that you have somebody that focuses on the business. Like we just said, as a pro, it's also a con in the fact that you might not be able to have the flexibility to do the things that you wanted to do before, that you did before. One, they might not have been exactly the right thing to do from a business perspective. They also might not have been the most legal thing to do. There are sometimes you find that physicians don't understand all the laws that are regulating the surgery center industry.
00:07:04
Speaker
So there is some work that has to be done from a management perspective to make sure that everything is in compliance. And that's not always as fun. Oftentimes a 100% physician owned center is behind in some of those things. And so to get caught up can can take a little bit of effort and time. Sure. Got to do your pushups a little bit as you become more it's exactly sophisticated.
00:07:31
Speaker
That makes sense. So that's the minority investment approach. How would you contrast that with the majority investment approach and and take that same lens from a physician angle? Maybe what are some pros and cons of taking a majority investment? Yeah, I think the nice thing about a majority purchase from the perspective of the physicians is it's a lot more cash right up front. You're getting a ah seven, eight, nine times multiple, which can be really good in the short term.
00:07:58
Speaker
We can talk a little bit later about the other alternatives to that and ways that you can actually improve your profitability much more than that. But I think that's a nice thing for them. Oftentimes you will be told by companies that have a majority ownership that they can get you better contracts. They can just immediately put their contracts into place. And very rarely does that actually come through, even if it's a hospital partner, just based on some of the restrictions that they have within those contracts that they have.
00:08:28
Speaker
but it will get promised. And so that's one thing that might be a negative is that it doesn't always work out the way that you think it might and the way it should. I guess it could be true for all business relationships, but in this case, more often than not, we see that it doesn't always work the way it's promised. Okay. Great. and That's helpful context. And then it, so that's from the physician perspective,
00:08:54
Speaker
If we circle back to Lifeline in particular, and you guys do primarily minority investments, you guys have been successful doing that with a broad portfolio. How do you feel like physicians have responded to your approach in particular? And does it help differentiate you over other management companies that are doing things differently?
00:09:14
Speaker
and That's a great question. Most of our competitors take a majority ownership model. And so for us, that's one of the things that we use to differentiate ourselves is that we do take just a minority share and leave the majority of the profits ah for the physicians to be able to distribute to themselves. It's nice to have that one-time payday, but there's a model that you can use when you choose to grow, right? Let's look at it this way. If you take, and let's say you just have a ah your center that is going and you want to grow it and sell it to somebody or a part of it to somebody so that they can help you grow and help you take some of the efforts off of your plate. There's a model that can allow you to actually sell twice and that's using a combination of a minority sale,
00:09:59
Speaker
and then later a majority sale. So the model really looks like this. you You sell a minority share to somebody that can help you build and grow, that can help you increase the volume there, can help you increase your profitability, can help you become more efficient, and then make you more attractive to somebody that might be interested in a majority purchase of you.
00:10:20
Speaker
And then you reach more people that want bigger centers so that they can add those to their bottom line. and And they're usually the publicly traded companies, like I mentioned. And so that you can then taste not just the minority purchase at a three to five multiple, but then later on when you've built your EBITDA up, you can then taste the majority ownership. So that's really, I think the biggest differentiator that we try to bring to the table. Let us come in, let us help you grow, let us help you become more efficient. And then if you want, then we can explore selling this to a publicly traded company or someone that wants to buy a majority.
00:10:56
Speaker
I like that. So it's not only, hey, in the next turn, you get a higher multiple, but you get a higher multiple on ah a larger EBITDA number. Yeah. everything It's really a simple math, honestly. So let's say that you have a million dollars in EBITDA and you're going to sell a minority share, let's say 30% to a company that can help you grow that to, let's just say $2 million dollars for round numbers sake.
00:11:21
Speaker
That enterprise value then of a four multiple of $1 million dollars of EBITDA would then be $4 million. dollars If you're selling 30% of that, then you would be able to distribute $1.2 million dollars to your existing partners.
00:11:36
Speaker
you would then have $700,000 a year in distributions to your physician partners, not ignoring the 30% that you're selling off to someone else. If you can grow that to $2 million dollars and then sell a majority ownership to somebody that wants to buy, let's just say 65% of that at a eight multiple, somewhere between seven and nine,
00:12:00
Speaker
that would yield a $5.6 million dollar number on top of the $1.2 million dollars that the position got earlier and still have $700,000 a year in distributions. So the total for going through that two sale type of methodology would be $6.8 million dollars and $700,000 a year in distributions, as opposed to a one-time sale opportunity of 5 million with $350,000 a year in distribution. So it makes significant difference. Yeah. And that seems really compelling to position owners. It seems like the key there to making the model work is growing the EBITDA from, in your example, a million to 2 million. What are some of the ways that you work with centers to do that? It's hard in surgery centers because there's really only two things you can do, right? You can increase your revenue or you can decrease ah your expenses. So in in surgery centers,
00:12:54
Speaker
There's only a couple of ways really to increase your revenues, and that's either increase your volumes, which takes a lot of work to do, but it's really important. and That's one of the things we really have to focus on, increasing the the awareness around of what you can do, who you're you know marketing to you to people to send you referrals, but also increasing the contract rates and the rates that are out there with the different insurance companies.
00:13:16
Speaker
On the other side of it is really to decrease the supplies cost, which is really important to have a very active group within that organization that you're partnering with that really goes out and focuses on how you can reduce those supply costs. Supplies are going up all the time, but ah a significant focus on that is really important. Then you have improving efficiencies with staffing, with scheduling.
00:13:43
Speaker
Be only open when you have the lights on, when you have a full day of cases and compress the schedule otherwise. It's really important to not be all things to everyone. You cannot be open six days a week, 12 hours a day. If you only have the case volume to stay open three days a week for 10 hours a day, you have to be able to shut the doors, turn the lights out and become more efficient. I think really the most important thing that you can do is to case cost every case.
00:14:13
Speaker
to really know what each case is costing you to do. You may find that cases you thought weren't profitable really are because they have low supplies cost and they don't take you very long to to do cases in the OR. And the cases that you thought were going to be fantastic for you because they reimbursed a lot.
00:14:29
Speaker
the supplies, chew it up, and it's not really worth you doing those cases. And it might just be better for you to do those cases in a hospital setting. But unless your case costing, unless you know how long it takes you to do those cases, how many how much in supplies it takes you to do those cases, how much money it costs you to do that,
00:14:46
Speaker
You don't know. And so you really have to put in a program to case cost to make sure isn't that insightful. When you truly get to look at full profitability at the case level, we see a lot in the industry that focus on revenue per case and use that as a way to prioritize case volume and kind of decide what's generating the most.
00:15:06
Speaker
revenue, but it's really profitability at the case level that adds up to profitability at the center level. And we see all the time, but we missed an implant here, or there, we didn't take this into consideration. it It can swing it wildly. You can't build profitability by digging yourself a deeper hole. If you're doing, if you're losing money on every case and you do more cases, that doesn't help you.
00:15:27
Speaker
Yeah, yeah, okay. And the other thing you mentioned in there is is on the supply side, the supply cost side. have Have you seen any good tips and tricks that help there? It's really important to have an organization that focuses on, that looks at that very specifically, that really drives that and knows what these costs are across the country. And to do that, the onesie-twosie shops really struggle. you know It really becomes difficult. You need to have somebody that's your partner that has enough size that they can go to the suppliers of the world and and say to them,
00:16:04
Speaker
I need this type of a cost. I need, I need these things. And this is what I offered from someone else and really be able to fight for that price to drive that down and to hold off on supply cost raises that seem to come every quarter right now. You have to have somebody that really focuses on that and knows what that knows how to play that game. And it's really important.
00:16:24
Speaker
And do you guys help your centers? Do you guys have the data of working across multiple centers to be able to tell any individual center, okay, here's where your supply costs have room for opportunity or improvement? Yeah, we have 40 centers across the country and we do the supply acquisition for everyone. So we, we know what every supply is going in. And as we see and have opportunity to figure out what some of our competitors are getting price-wise, we're grateful to be beating them. It comes from a relentless focus on what those costs are.
00:16:54
Speaker
Absolutely. And if somebody, when we're looking at a new opportunity adequate to acquire into somebody, that's one of the other things that we differentiate ourselves with and we say to them, look, just by switching to us and being able to use our acquisition tie into to our group here, we'll save you immediately X. And that's a big deal. It really is.
00:17:15
Speaker
Yeah. Yeah. Okay. For position listeners that that are contemplating investment and thinking through how to approach this, what should they look for in partnership agreements regarding ownership and control? or Are there any gotchas or things to keep in mind from a documentation perspective?
00:17:32
Speaker
Yeah, I think that it's really important to talk to multiple people and to find somebody that you like their style, their management style, find out who's going to be there with you, who's going to be coming in and doing onsite visits and helping to train your staff and those sorts of things. Find somebody who you mesh with, who you like, that you can partner with and sit across the table with, because I've seen some really ugly relationships that both sides can't wait to get out. So it's really important that you that that you like the people that you work with and that you think and you believe them when what they tell you. It's really important to be able to understand what can you really do for me? What is a realistic timeframe as you're putting this together for if you're building an ASC, what does this look like? How long does it take? How long will it take till we have the construction done? How long till we have occupancy? How long until we actually have Medicare certification?
00:18:25
Speaker
How long till we start to get contracts? How long till just really understand what the steps are in a realistic fashion? Because cash calls will come very quickly after that if you haven't, if you don't have a realistic expectation. If you're looking at a partner that is a majority partner that is saying that they can get you good contracts, understand what those contracts are. Understand how quickly those contracts will come into place. Understand what they're projecting for you in a pro forma and ask questions.
00:18:54
Speaker
And all of them will answer these questions for you. There are lots of good management companies out there. They all have something that they do a little bit differently. They all have something that they specialize in or or strengths that they have. Find someone you bond with, find someone you like, find someone that has good references for you and partner with them and jump in and recognize. I guess this is one thing I would say.
00:19:16
Speaker
recognize that there are going to be bumps in the road. There are, there's just going to, that's business relationships. There's going to be bumps in the road, but if you've chosen your partner well, you'll get through those and and it can be a positive for you. So I think really get a good attorney that understands what all the nuances are of that contract that's being given to you, the MSA, the management services agreement, the operating agreement, and make sure that you have a say and in what's going on. And there are certain things that a company that takes majority ownership will have to have and just for legal reasons, but you want to make sure that you have a way to be heard and that you're not just swept under the rug. It's really important. Got it. That's great advice. Jeff, final question for you. And we do this each week with our guests. What's one thing our listeners can do this week to improve their surgery centers? Oh.
00:20:06
Speaker
I think the most important thing is to start case costing now, even if it's a simple way, even if it's a simple thing, but not a sophisticated model, you can get more sophisticated. You can have huge spreadsheets that determine everything, but just start, even if it's just simple case costing. So you know what each case is costing you, what you're being reimbursed for those cases. And if it's profitable or not, it's not profitable.
00:20:31
Speaker
then you really have to look into if you should do the case or not. And that's, I think, the number one thing. And if somebody's not sure how to start it in a simple case costing program, I'd be happy to shoot them an email and give them a couple ideas. I'm not going to give you some huge, long thing, but ah you need to do something and I can give you a couple ideas. I'd be happy to help.
00:20:52
Speaker
I appreciate that. I'm sure a couple of our listeners will take you up on that. So thanks, you Jeff. Jeff, thanks for joining us today. Really enjoyed the conversation. Thank you. Thank you very much.
00:21:05
Speaker
Welcome to our AI segment where I share safe and helpful ways you can start using generative AI at your surgery center today. The following examples don't include any PHI or pose any data risks to you at all. So you should feel very comfortable getting started.
00:21:21
Speaker
In today's example, we're going to use chat GPT to create a custom GPT. First, what is it? If you're like me, maybe six months ago, I didn't know what it was either. So you're certainly not alone. GPT stands for Generative Pre-trained Transformer. Yes, it sounds like an action figure. I can definitely invite a GPT to the rescue cartoon who's just going around answering everyone's questions all day. But anyway.
00:21:49
Speaker
A custom GPT is like having a highly knowledgeable assistant that you've trained completely and they can help you with very specific tasks, questions, or anything you need based on your specific information. So when you use Chat GPT or any AI tool, it pulls information from everywhere and looks through what we can call general knowledge.
00:22:14
Speaker
but a custom GPT is tailored specifically to you. So you can upload your own documents, data, and rules for teaching purposes, such as your ASC's policies, patient data schedules, financial reports, and then ask it questions or request help based on that information alone.
00:22:34
Speaker
And creating a custom GPT is extremely easy. You do not need any tech experience, anything like that. The only kicker is that you do need to have the paid version of chat GPT in order to create a custom one, but it's only 21, 95, I think per month and totally worth it. So here are the steps to do. And I'll also include them in the episode notes if you want to follow along, but they're super simple. So go to chat GPT and log in.
00:23:04
Speaker
In the sidebar, you'll click explore. You can then click the black create button that's in the top right corner and then click the configure tab. And then this is really where the work comes in. So you're going to enter your what's called instructions and upload all of your documents. Now in the scenarios I give coming up next, it'll tell you what documents you should be uploading for each of the three custom GPTs I'm going to walk you through. But in this case, you would upload any of the data, spreadsheets, CSV files, whatever you have.
00:23:35
Speaker
Click Save, click Confirm. Super simple. The hardest part is just gathering the data and all of the documents you want to upload, but actually creating the GPT takes a few minutes.
00:23:47
Speaker
So now that you have those basic steps to create a custom GPT, here are three different use cases. Scenario number one, let's talk about your policies and procedures. How many times have you had to go digging through your policies and procedures trying to find an answer for either yourself, maybe a new staff member, maybe a surveyor who came by unexpected or a physician?
00:24:12
Speaker
Using a custom GPT can save you a ton of time. So all you have to do is upload your policies and procedures, then use AI as this on-demand assistant for your team to answer any questions you have. And you can also, even if you create one, you can share your custom GPT with other users as well, so your staff can use it as much as they need to as well. So staff can ask questions about compliance, regulatory requirements, specific protocols,
00:24:40
Speaker
without having to manually flip through pages to get the answer. It could definitely help with training new employees by providing step-by-step guidance and answering kind of those what-if scenarios. So for example, a nurse could ask, what is our process for reporting a patient safety incident? What are our guidelines for patient consent before surgery? What's the policy for storing patient records after discharge? The options are really endless and you'll immediately get an accurate answer.
00:25:11
Speaker
I love this scenario. I can picture a ton of examples where it would come in handy. You can also use it to update your policies and procedures if you need to. Let's say you go from paper-based charting to implementing an EMR. You can use chaty chat GPT to help you update the policies as well. Of course, you want to review them very closely.
00:25:32
Speaker
But hopefully you're getting the vision here for all the scenarios where you can have digital access to your policies and procedures and not only be able to search for some section you want, but get answers to the questions you have as well. All right, scenario number two.
00:25:51
Speaker
So two weeks ago, I did a segment all about how you can use AI to help you analyze data and predict trends at your surgery center. Now, that those scenarios that I gave were using um the the general chat GPT and not a custom one. So this kind of takes it one step further. You can still analyze data and project and predict trends, but this time it's in your own custom GPT.
00:26:15
Speaker
So in this case, you would upload all of your historical data. So maybe you can get into a routine of uploading your data every 30 to 60 days so that your custom GPT is always up to date. And then you could take use it to analyze key operational metrics in seconds, like billing cycles, case cancellations, physician productivity. um It could also provide insights into optimizing these metrics or spotting patterns that are maybe leading to the laser issues.
00:26:43
Speaker
And then you can even set up alerts for data anomalies if you wanted to as well. So after you upload all your data, you could ask a few questions. Here's just some examples. What are the three most common reasons for case cancellations in the last quarter? Which payers have the longest payment delays? Which surgeons consistently have the shortest case times for knee replacements?
00:27:09
Speaker
What is the correlation between case volume and staffing levels? There are tons of different scenarios. Now, What you can do, let's say you didn't want to use the custom GPT to do this, you can absolutely use the generic one or the general one to upload a spreadsheet and ask specific questions. But what the benefit of having the custom GPT is that it's going to have all of this historical data for you as well. So instead of just looking at a snapshot of one spreadsheet that you've just uploaded today, it's going to go and and look at all of your historical trends as well. And of course, it's it's specific to you and the scenarios it gives, the physicians it talks about, all it's all going to be just your surgery center. So really endless possibilities there in terms of analyzing historical data as well.
00:28:00
Speaker
And then scenario number three is similar to the above one, but a little more niche. So you can create a custom GPT just for your patient satisfaction survey results, or even your OAS CAHPS results if you wanted to. So same thing, let's say every 30 or 60 days you upload the results from your surveys.
00:28:20
Speaker
So you're building over time. This could really help you get ahead of any downward trends that might not be glaringly obvious. So a few examples of questions you could ask. What are the top three most common complaints from patients this quarter? Or if you were the administrator, which area would you focus on improving next? Or has there been an improvement in wait time satisfaction scores since we implemented the new scheduling system in June?
00:28:50
Speaker
or based on the past 12 months of data, what is the predicted patient satisfaction score for next quarter?
00:28:59
Speaker
And with all of these three scenarios, so the policies and procedures, the data, and then the patient satisfaction survey results, I could also see a world where these come in handy when a surveyor drops by unexpectedly, or maybe you're in a board meeting. Imagine a physician asks you a question you weren't anticipating, such as, what days of the week are ah ORs most underutilized? Or how do satisfaction scores vary between morning and afternoon surgeries?
00:29:29
Speaker
or what's our policy on overtime for clinical staff, anything that might come up. If you have this custom GPT set up, you can pull it up right then and there and answer her questions immediately. So there you have it, three ways that AI can help you today. And if you try any of these, please let me know in the comments on LinkedIn or YouTube. I would love to hear more use cases or things that you've learned along the way.
00:29:57
Speaker
And that officially wraps up this week's podcast. Thank you as always for spending a few minutes of your week with us. Make sure to subscribe or leave a review on whichever platform you're listening from. I hope you have a great day and we will see you again next week.