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CEO and C Suite

224 The Best of Fertility Network C-Suite

DISCLAIMER: Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.


Since 2019, Inside Reproductive Health has conducted over 220 interviews, featuring prominent physicians and executives from numerous fertility companies.

Among them, nine CEOs continue to lead their respective Fertility Clinic Networks or chair their network’s board.

Together, their networks have overseen an estimated 1.6 million IVF cycles and other reproductive treatments that have resulted in over 2 million pregnancies,

This is an episode you don’t want to miss as we showcase:

  • Gina Bartasi and the only three things she believes matter in healthcare

  • Dave Burford sharing his battle-tested sales advice

  • TJ Farnsworth’s entrepreneurial journey and his perspective on the necessities of field wide collaboration.

  • Dr. Kshitiz Murdia’s reasoning on why doctors make good CEOs

  • Marc Segal’s perspective on private equity and its place in Fertility’s future

  • Francisco Lobbosco’s first 100 days as CEO and the power of listening

  • David Stern’s steps to finding the right financial partner (Hint: It’s like a marriage)

  • Lisa Van Dolah’s philosophy of transitioning nurses into executive leadership roles

  • Andrew Meikle discussing the power of perspective (Both patient & entrepreneur)


Dave Burford, CARE Fertility
Website

Gina Bartasi, Kindbody
Website | LinkedIn | Facebook | Instagram

Dr. Kshitiz Murdia, Indira IVF
Website | LinkedIn | Facebook | Instagram

TJ Farnsworth, Inception Fertility
Website | LinkedIn | Facebook

Francisco Lobbosco, FutureLife
Website | LinkedIn

Marc Segal, US Fertility
Website | LinkedIn | Instagram

Lisa Van Dolah, Ivy Fertility
Website | LinkedIn

David Stern, Boston IVF
Website | LinkedIn | Facebook | Instagram

Andrew Meikle, Fertility Partners
Website


Transcript

[00:00:00] Griffin Jones: Since 2019, Inside Reproductive Health has conducted roughly 230 interviews and counting featuring prominent physicians and executives from numerous fertility companies across the world. Among them, nine CEOs continue to lead their respective fertility clinic networks or chair their networks board.

Together, their networks have overseen an estimated 1. 6 million IVF cycles and other reproductive treatments that have resulted in over 2 million estimated pregnancies. 

Sponsor: This episode was brought to you by Organon, Organon is committed to championing care equity in fertility. By elevating education, expanding resources, and investing in innovative solutions, Organon stands with aspiring parents on their unique journeys. Learn more at FertilityJourney.com.

Announcer: Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.

[00:00:28] Kevin Ali: Hi, I'm Kevin Ali, CEO of Organon, and at Organon, we're committed to engaging with leaders across reproductive medicine. I'm proud to help introduce the best of Fertility Network's C Suite.

For the Inside Reproductive Health podcast. 

[00:00:43] Griffin Jones: Thank you, Kevin. Our best of reel begins with the CEO of Inception Fertility and the Prelude Network, TJ Farnsworth's vision emphasizes the power of collaboration among networks and clinics to advance the fertility field. 

[01:00:00]Now you're at the head of one of the largest fertility networks in the Western world, and it didn't exist five years ago, and so talk about that speed. 

[00:01:07] TJ Farnsworth: Yeah, so I think that, you know, we opened our very first practice from scratch. We didn't want to inherit, you know, ideas, not that ideas from established practices are bad. We've got some fantastic practices as part of our network that have been around for 20, 25, 30 plus years that bring a ton to the table.

But we wanted the opportunity to be able to experiment with things and ask the questions of why are things being done the way they are? And the answer being that's just the way they're done is always a bad answer. There may be a lot of great answers, but that's just the way it's always been done is never a good one.

So That allowed us to challenge what we can do and experiment. And then we also have the, we look at it as the best of both worlds. And then we have practices as part of Zora Network that have been around for, you know, with Eastern Fertility Specialists in Houston, which was our first acquisition practice.

They've been around for 25 plus years, you know, to the President's Network with RBA and TSC and NYU, bring a ton to the table. And the idea that we can bring the knowledge base From all of these places, people that are challenging the norm and saying, why can't we do things differently with de novo development from scratch operations to establish practices that have been doing it in such a way that really does work and those work for a really great reason.

And that way we can take the best of all worlds and combine them together. It's sort of been a unique approach. To how we grow the business, it's allowed us to grow into, you pointed out, you know, one of the largest networks in the world, and we're very proud of that. And mostly we're very proud of the fact that the way it came together, because it came together in such a way that lots of different people bring a lot of really great talents, really great experiences and really great processes to the table that we can blend to create the best of all worlds.

I'd love to see a whole lot more collaboration with our industry. You know, I think that coming out of a different specialty, I am surprised at all a return at how the lack of collaboration that exists between all of the big national networks and the independent practices in terms of sharing best practices, what can we be doing to make them successful?

You know, to the extent that the other national networks are successful to the extent that other independent practices are successful. That's good for me. That's good for inception. That's good for all of us as an industry. We want to see people be successful. And you know, we need to focus less on our competition amongst ourselves and more on our customer as our patient.

And that can be done through greater collaboration. 

[00:03:39] Griffin Jones: Rather than dictating from the top, our next guest engaged with staff across all levels, gathering insights to guide future life's growth. Hear how Francisco Lobbosco spent his first 100 days as CEO of FutureLife. 

So that leads you after your 100 days to recommend changes, and you said that they accepted all of the changes you proposed. What were they? 

[00:04:01] Francisco Lobbosco: So listen, so I went on by having, let's say, Um, one strong mandate, which was not imposed by anyone, but I could read it through my first a hundred days. Future life from a medical perspective is very well positioned and our medical outcomes are it. Fantastic. Francisco. Now you know that don't touch that.

Right? So let's, let's make sure that whatever you do, you don't mess up with the medical excellence that we're having in the business because that is what describes us. But then I went on and said, okay, so one of the things I'm asking is why are you here? And I'm getting different, different views, all great views, all great answers.

Um, and especially when I go around clinics, the purpose is there. What I was missing was this little trick on asking the same question around support center and saying, why are you guys here? And perhaps we were missing that, you know, to verbalize the, the purpose, the mission, the vision, the values of importantly, the values of future life.

So I went on and asked, why are we here? And then I went on and asked, what are we, uh, what are we setting ourselves to achieve? I, what our strategy is going to be in the next five years. And then finally, how are we going to. You know, just go through that strategy. So the why, the what, and the how. Um, so quite simply after my 100 days, the first thing I did is to grab, um, collect a number of associates across clinics, different roles, support center, different roles.

And we set ourselves with support of a, um, of an agency to define the future life purpose. Why is future life here? What's our vision of the world? What's our mission? And most importantly, what are our values? Um, and obviously we have clinics, as I said to you, that were quite independent and they are still independent for many years, very successfully.

And some of those clinics have strong statements in place. And my purpose is not to, my mission is not to change those statements. But to have a united voice on future life and why is future life here to, to, to drive that core identity. So we've done that. And actually, I'm not sure when, when this podcast is going to go live, but I'm flying to Barcelona tomorrow to the first global leadership summit, where we're going to introduce those.

Those statements to everyone, to all our leaders in clinics. And then obviously we're going to introduce the strategy. And the strategy, as you can imagine, is something that together with my management team, tapping into the medical advisory board, tapping into some key opinion leaders from country, we developed and we put on a paper.

And that strategy went through my supervisory board, of course, in June, and that was approved. And now we're going to introduce you, introduce a strategy into, into the FutureLife Society again at the end of this week. Um, and that is how we're going to go through that strategy and what is important for us to achieve.

And this question of why do we have a group? What is group going to do different than the clinics we're doing until now independently? That's a very important question that needs answering quite fast. Um, the synergies that we'll have a group. Those roles and responsibilities between, okay, clinics are doing this, fantastic.

How can groups support the clinics on, on being better at that, you know, at that quality of care? How can we help the clinicians in particular, the, the EMTs, the embryologists, the nurses to have more time with patients? Instead of having, you know, non value added activities or non value added time. So that's the purpose of group.

And that's what we're setting here to, to, uh, to achieve through the how. And finally, and with this I finish, um, it's all about, as I said earlier, to keeping that medical excellence in place. And therefore we introduced. Literally two months ago, our medical advisory board to the CEO, uh, which are 10 of our 10 of our great, uh, associates, you know, medical doctors, embryologists.

Um, and we'll get together once a month, um, and they have three different topics in the agenda that they need to help us, um, drive just as a final thought from my end, which is something I said to my team quite often. Um, I know that people like you Griffin, most of your listeners, if not all have been, have been in this sector in this space for, for quite some time.

And you're very familiar with it. Um, but sometimes it's good to have someone external timing, uh, reminding On how powerful it is to work that you guys do on a daily basis. And I'm talking about everyone working in clinics, right? So um, this goes for everyone working in a clinic, MDs, embryologists, nurses, receptionists, coordinators.

It's just fascinating what you guys do on a daily basis. I mean, your job is to put smiles on people's faces. Um, so my last words would be encouraging you to continue going. Um, I think what you're doing helps the sector in particular Griffin, uh, and for everyone else out there, just, just keep going. I think, um, we, or you in particular, uh, are changing the world one baby at a time.

So big thank you from my end. 

[00:09:16] Griffin Jones: Boston IVF says that in order to take good care of patients, you have to have a business model that takes good care of their providers and staff. Listen to David Stern discuss the vital steps to finding the right long term financial partner. 

[00:09:28] David Stern: And you know, one of the important things, it sounds a little corny, um, but the Boston IVF, our model is we want to do what's right for the patient first and foremost.

So we believe, and this is instilled because the physicians founded the practice and I'm not a physician, I'm an MBA, but I can tell you, I don't mess with the lab and I don't mess with the physicians. because those are the two most important assets that we have in our company. And I'm never going to tell an embryologist if they want to use a certain media and they want to use a certain microscope or an incubator because they get better success rates.

It's in my interest as a business person to make sure we get the best success rates that we can because our patients are going to be happy. Our referring physicians are going to be happy. Everybody's going to be happy. So I'm not going to cut corners and say, Hey, I got a great deal on this media. From A, B, C media factory, and it's not the same quality as Irvine or Cooper, but you gotta use it because we're saving money.

Same thing with catheters. We have physicians that choose different catheters. We don't have one catheter. We let the physician who's doing the transfer use the catheter they feel comfortable with. It costs us more, but the physician feels like they're doing a better transfer and they're more comfortable doing it.

So who am I as a business person to tell a physician how to practice or an embryologist how to practice? When you're dating someone, your first date is not about getting married. You have to date someone, see if it's a right fit and then get married. And I think we approach it the same way. We want to date our practices that we're going to partner with, see if it's a good fit, see if the culture is right.

See if we have, you know, commonality and an IVF center that's being approached by anybody, a strategic, a private equity, venture capital, whoever. Should be doing the same kind of due diligence. Is there a cultural fit? Do you agree on what the midterm and long term goals should be? Where do you see yourselves in five years?

And having a very open discussion about what that looks like and, and talking about who makes the decision. Does business trump medicine or does medicine trump business? And those are important discussions to have before, you know, on those dates, um, before you get married. I was, you know, with COVID, we've gone out and it's very important.

We go out and we do site visits. We want to look at the IVF center. We want to talk to the physicians. We sit down with them. I can't tell you the number of deals that we haven't won, where the other party that wins has never set foot in an IVF center that they're buying. They've never met the physician face to face.

It's all been on Zoom and they do a video tour. And if I'm spending that kind of money, Now, granted when private equity is doing it, it's not their money. It's someone else's money, but it's kind of like going in to buy a house and doing it on a Zoom video and never walking in that house. That's kind of scary.

Um, and so if a physician, if I'm a physician selling my practice and I never get to meet the person and they never come to see what my practice looks like, I would think long and hard about, are they the right partner for me?

Sponsor: Organon is dedicated to delivering impactful medicines and solutions for a healthier tomorrow. Guided by its mission of being here for her health, Organon proudly recognizes fertility providers around the world focusing on care equity. 

We believe everyone should have access to fertility education and treatment. By collaborating with providers, advocates, and communities, Organon is working to elevate fertility awareness, expand resources, and invest in innovative products that help more aspiring parents access the care they deserve. 

Every journey to parenthood is unique. Organon stands with you. Learn more about Organon’s resources at FertilityJourney.com

[00:12:39] Griffin Jones: Here, Chairman of U. S. Fertility, Mark Segal, delve into the enduring presence of private equity in the fertility sector, emphasizing the significance of aligning business goals with a genuine passion for solving critical issues in the fertility field.

[00:12:52] Marc Segal: Private equity is no question. Private equity is here to stay, right? It's not going anywhere. Um, and it will, there will [00:13:00] always be this need for capital and equity. Um, and I also, I also believe, you know, These innovative, uh, in physicians want to be something part of something larger than than themselves, right?

Um, and so finding the right fit. Yeah, is is, of course, paramount. Um, I would say that I've seen in my career again, uh, private equity. make very poor decisions and very poor business decisions and in some cases, you know, destroy practices, um, and, and, and the culture that they may have created. Uh, but I've also been very fortunate to be part of a group, be part of groups that I think have driven real value and innovation that's benefited both just both physicians and patients.

I believe, you know, the group that we are affiliated today called Amulet Capital is exactly that. I've been very, very impressed. And as I said, I've been involved with many different private equity groups. Um, I think there's this misconception about, uh, uh, that private equity, you know, what the does is.

drive down, drive costs and it's, uh, and therefore that impacts quality of medicine. I think that's a, that's actually a false. narrative. I think it's a false assumption. 

[00:14:34] Griffin Jones: You think it's false that it drives them up or because they're seeking profits or, or drives them down for efficiency? Which one of those do you think is a fallacy?

I think it's, I think 

[00:14:43] Marc Segal: it's a false narrative that, that driving down costs, driving down costs drives down quality of medicine. Um, Where I think private equity and again, maybe larger groups succeed is in the ability to drive to drive costs in an efficient through efficiency. Right. And, and, uh, and to me, driving down costs, which hopefully at the end of the day implies driving down price to patients or driving or driving access through increased payer contracts, etc.

Leads to better access to patients. And in fact, if you look at the larger groups, you look at, you look at the, you know, pregnancy rate outcomes, it completely validates the point that the larger groups are driving, driving innovation, driving pregnancy rates, doing different things that I think others are taking note of and trying to learn from.

Um, so, um, I, I do think it's, you know, at the end of the day, yes, you should do your homework and you should pick your right partner. Um, because not everyone's the same, not every private equity is the same. Um, but I, I, you know, I am a believer they're here to stay. I'm a believer, I'm a firm believer that they will, That they will continue to add value and make change in a positive way, not a negative way.

What is it that I need to do to kind of grow my, my practice? in order so I can maximize the valuation, uh, or potentially exit that type of thing. And, um, and what I think, and I would say this is actually all businesses in general, this is not specific to physicians or even healthcare, but, but, you know, when you've got, uh, when you've got a founder and entrepreneur that has started a business, it may be a family owned business,

If they are, if they start or have started having the conversation, you know, if they, if they're thinking about, I want to sell my business in a year's time, or even two years time, it's probably too late to have that to start thinking what I need to do. To maximize value, the conversation or the thought process about maximizing value has to occur much earlier on because it's part of a strategy.

It's part of a mindset, you know, of this is what I'm after. This is where I think I can build it. This is what I and so it's really to maximize value. It's a five year process. Now again, here's the calculus. Do I, do I spend, uh, do I spend the next five years building, hopefully, you know, doubling the size, tripling the size of the business that I have today and will valuations remain where they are today, right?

That's the big question. Because no one knows what tomorrow brings. No one knows what, what valuation, what interest rates and valuation and how much it's private equity will want to participate five years from now. Um, and so I think the calculus you have to make in all of this is, I'm either in it for the long term, if I'm only focused on, I want to figure out what the exit and how to maximize value so I can exit at some point, I actually think it's the wrong conversation to be having with yourself, right?

If I'm that entrepreneur, I think you've got to be driven by, you What are you trying? What problem are you trying to solve? What? What motivates you? What gets you to get up? You know, um, out of bed every morning. I want to do the kinds of things that you do. And you've got to love it. You've got to have a passion for it.

I mean, I know that I wouldn't be doing this for 25 years. If I didn't feel excited and passionate about it. 

[00:18:43] Griffin Jones: Our next leader, CEO of Care Fertility, Dave Burford, sheds light on the imperative of enhancing business processes to improve the patient experience. One of the biggest criticisms about so much external finance entering this field of medicine is the that there is a financial pressure and sometimes an oversight on operational quality.

There's operational improvements to be made for days in this field. There's, there's no shortage of those, but there is also the reality that there. It's a way of looking at things where it can be just looked at from a spreadsheet without the consideration of actually making the operational improvements.

And you had to at least experience some of the other sides. So what were a few of the surprises that awaited you? 

[00:19:37] Dave Burford: I think first and foremost, um, finance is very good on spreadsheets. Operations is very bad on PowerPoints and spreadsheets. Operations is about people and it's about process. And you only really can deal with one when you understand the other.

And so if I take us back to cares challenges at the time, it was very much around, um, a business that was geared up to, um, serve the clinic rather than the patients. And that's okay. When you've got a lot of demand and not much supply, but when, when that dynamic changes slightly and you've got more competition in town and you've got other people that are doing things in a more dynamic way, and actually.

The challenge is bringing in, um, supply or patients, then you've got to change your processes to adapt to that. And you've got to be more patient friendly and you've got to be more, um, Uh, adaptive and fluid in the way that you deal with things. And so, yeah, you can only really do that by talking to the people on the ground, talking to the staff, understanding what their challenges are, and then adapting the processes to meet the demands of patients and the needs of staff.

Um, So it was, for me, it was nice to get away from the, the laptop and the, and the, and the, and the PC and to actually talk to people and understand what is it that is the challenge here and that's best supported by a bit of data, if I'm honest as well, because sometimes anecdotal conversations only take you so far and you need to have a bit of skepticism about what you hear and then you need to look at the data and say, well, actually, look, we've got a thousand people calling us at The seven o'clock at night, you're telling me that patients don't have a demand for late night calls.

But why have I got a thousand, why have I got a thousand people ringing me when the lines are closed and it's just tweaking then some of those operational processes to meet those needs. Um, generally not that challenging, but, um, involved, yeah. Sales side device is critical and these advisors do an amazing job, but it's when it's a very fast six week process and highest bid wins kind of thing.

It might be perfect for some sellers, but in my experience, what you'll find is that there's sometimes a misalignment after the sale because you didn't really get chance to talk about what it is that you want and what it is that they want and how can you, it was a very quick, it was a very quick process.

And so this is. Quite often somebody's lifetimes work, right? They spent 20 years building this business. Why not spend a little bit longer just getting to know who it is that you're going to be partnering with after the, after the deal would be my main advice, really, to, to people. And then, as I say, my passion and, and cares passion, having done lots and lots of these acquisitions over the years is to really understand what it is that people want, uh, and then to try and tailor that deal to suit them.

[00:22:38] Griffin Jones: Dr. Kshitiz Murdia, CEO of Indira IVF's CLIPS, revolve around the importance of standardizing protocols across the entire network of doctors, emphasizing the need for consistency and quality. 

[00:22:50] Dr. Kshitiz Murdia: I think that brings me to another important point, Griffin, is around the doctor recruitment, as to how we have done it.

Because. Ours is a B2C brand and patients are coming to Indira IVF and not to a particular doctor. I mean, patients don't come with a mindset that I have to go and meet such and such doctor or get treated by such and such doctor. They just see Indira IVF, they would come to Indira IVF, and then they would get to know who is the doctor treating them.

And every other day we have a roaster, so somebody is consulting today. Their pickup might be done by a separate doctor. Their embryo transfer might be done by a separate doctor. It's as per the schedule or the roster in the clinic. Uh, so it was our responsibility to ensure that we have similar protocols, similar outcomes across all the doctors because that's what we were doing.

One patient could be meeting two or three doctors in the clinic at different points of time during the same cycle and the protocols should not differ. The language that they speak should not differ. And that's why we started this Indira Fertility Academy back in 2016, which is one of the world class setups in training in fertility.

Our training center has been recognized by, recently by British Fertility Society. Our training center is recognized by Merck Foundation in Egypt. They regularly send, uh, uh, African and Indonesian and Malaysian, Vietnam, all the Asia Pacific doctors for training. We run a fellowship program with them for three months.

And 99 percent of the doctors who are working with us, I've been trained through our own fertility academy and same with the embryologist also. And once we got a hang of it, uh, we understood that, you know, IVF is not so difficult. It's not a rocket science. You know, every gynecologist and a life science, uh, a postgraduate could be trained into either being a IVF doctor or an embryologist.

Uh, either ways. Uh, we developed a structured program and we understood that there are 15 or 20 steps during the whole IVF cycle. Once you have an SOP around each and every step, you just hammer in the training that you just need to follow the SOP. Don't bother about the final outcomes. Final outcomes are bound to come.

And we've been very successful. I think the average age of our doctors is 35 or 36 in spite of, you know, a few doctors being with us for almost 10 years now. Uh, so that gave us a very good handle on expansion because. See, expansion, the major limiting factor for any clinical enterprise or an organization to expand rapidly is not funds, it's not infrastructure.

You, everybody has deep pockets, everybody has private equity money. You can fund a hundred centers in one year. You have the infrastructure available. You can buy spaces, you can rent them, you can do. I think the critical bottleneck for any organization could be having skilled manpower, you know, and then there's always shortage of manpower in whichever field you go.

And we decided that we would not struggle with this part. Let us create our own skilled manpower and let us not depend on the market, uh, uh, to get skilled manpower. The idea was to select somebody working with the company for, for, for last few years, because. You know, when DA invested, we were only at 50 center, we were the largest in the country in terms of number of centers, in terms of doctors being trained, in terms of business and, and the overall top line.

I think the idea from DA's side was, uh, nobody has done, uh, good work in the country in India in the IVF suite apart from Indira IVF. Let us have somebody from the group internally, uh, and promote them to the, to be the CEO. And I think because of, uh, uh, some of the diligence is being done on the company before DA invested.

Uh, so there were a couple of private equities, uh, looking at us and in all the big force coming and doing diligence. So I got exposed to many more financial aspects, many more HR and marketing aspects as well. And, uh, so I think, I think it was. Because everybody, all these shareholders thought that I had a very broad based idea about the business and not just the medical function.

Uh, and, and, and obviously we are very strong believers that a medical organization should always be headed by a doctor because that gives you much more leverage. In terms of talking to the doctors, because ultimately all these, uh, businesses are built on the ground in the clinics and not sitting in the corporate office in your air conditioned chambers and working on excels or laptops or you can't build a business.

Their business is actually being done at the clinical level by the clinicians, by the nurses, by the embryologist. So you would need somebody who could have that wavelength of talking to these doctors who the doctors would also respond to and respect. Uh, and it's not just about number, number, number that you need to clock certain revenue.

You need to clock certain number of patients being treated. It's always more to do with the medical outcomes and how do you treat and how do you excel in, in the overall outcome. So I, I, I strongly still feel, uh, that a non medical person, uh, one sounds very commercial to the doctors. Uh, doctors would not give that much of respect because.

Again, they feel the other person has no knowledge about medicine and is just come here and just telling us all the numbers on Excel. And we feel it's not like that. And, you know, Patients are different. The actual clinical life is different. So I think a good balance, uh, uh, between the medical and the financial work is required when you want to control the doctors.

And when I say control, because ours is a very different culture and DNA, it's not doctors independently practicing in their own. world and they have a different protocol and they have a different business mindset. All of us, uh, all the two 50 plus doctors run on a single platform, run on a single protocol.

Everybody, uh, is, is, is in very. Close touch, I would say, and everybody's using the similar protocol.

[00:29:13] Griffin Jones: How many nurses, what percentage that you've worked with over the course of your career, which is a lot, do you think have it in them to be an executive? And do not say a hundred percent, do not say all of them. I don't want it. I want any kind of fluffy millennial feel good answer. I mean, if you work with a ton of people, ballpark, what are the percentage, uh, that you feel like really have it within them that they could be not manager, not director, but top C-suite?

[00:29:47] Lisa Van Dolah: Anybody that sets their mind out to do it can do it, but you have to be willing to, to learn, um, and step out of, uh, Kind of a comfort of a clinical based mindset. And I think, um, many nurses don't want to have anything to do with that. They went into the profession, um, to be a clinical focused expert and they should, that's amazing.

Um, and they should continue to explore that, how they can continue to contribute there. Um, you know, there's only so many individuals that went into nursing originally that then look at organizational, um, Uh, you know, goals and organizational, you know, success as being something that are even interested in, in being responsible for.

So, you know, we all can contribute at every level of nursing, um, to that organization success, whether or not you want to be the one that's. that's thinking about that 100 percent of the time is, you know, it's only an interest of certain, certain individuals. And, you know, but I don't think any nurse should limit themselves, um, to that possibility if that's something they're interested in doing.

If this is a role that you want to learn, we'll be here to support you. And so if it's something that you want As a nurse to step into something that maybe is outside of what you perceive to be your training. I think you need to seek that opportunity, um, and ask for those around you to support you, um, in learning things that maybe you don't have any experience in yet.

Um, and I think nursing, um, has tremendous foundation to offer you the skill set. Uh, in a variety of roles, whether it's administrative management, leadership, um, or, you know, like you said, project management, sales, marketing, business development, all of those things are, are, are ways training, teaching, um, for nurses to, to advance their career.

And so it's not just one path, but I think nursing has tremendous foundational, um, value that, that you can build on if you're interested in. 

[00:31:58] Griffin Jones: The three things that matter in healthcare are patient experience, patient outcome, and cost, according to our next leader, Chair of KindBody, Gina Bartasi. Here, Gina stressed the value of team collaboration and employee well being in delivering exceptional patient care.

[00:32:11] Gina Bartasi: Really? Only three things matter in healthcare? Any kind of health care, but specifically fertility, um, patient experience, patient outcome and cost. It's the only thing that matters to the patient, patient experience, patient outcome and cost. And by the way, it's the only thing that matters to the employer.

And what I have found after building and running the largest care navigation firm as a care navigation or middleman or an insurance company, um, Um, you cannot effectuate change in those three areas. An insurance company or care navigation firm cannot affect member experience. They cannot affect outcomes and they cannot affect costs.

Only the doctor's going to set his reimbursement rate. He's only going to decide how many embryos to transfer. Only he can decide how to give that patient bad news, whether that's, um, uh, diminished ovarian reserve diagnosis or a failed IVF cycle. But in order to really effectuate change. And really change kind of how patients go through the process.

You have to be in the doctor business. So today the employers are issuing RFPs. Um, I think in the beginning, uh, large tech companies on both coasts are really in the Valley kind of started this fertility benefit. But today you see requests coming in from very, very large employers in retail and manufacturing and automotive.

Like again, it's moved from kind of a nice to have to a must have benefit. Employees always come first. They have to because the employees will take care. If you take care of your employees first, they will take care of your customer. They will take care of your patients. And that's when we're talking to doctors, you know, and doctors say, well, I used to do that.

You know, we want the doctors to know that we can train and teach. nurses and front desk managers and practice managers to be just as kind and just as empathetic to that patient that the doctor can. So again, employees always come first as it relates to the lab. 

[00:34:11] Griffin Jones: Talk a bit about how you use the brand for culture.

[00:34:15] Gina Bartasi: Yeah, I think, um, a lot of it starts with humility, right? The brand is humble. It's not anybody's last name. It's not, you know, um, and our culture really starts with this humility, right? So those two things are ingrained. I think, um, it's not just humility to, it's a vulnerability to it. Um, you know, uh, It's also our brand and our culture.

We do embrace risk. You know, we tell our doctors, we're like, embrace risk, do something crazy on TikTok. Can you tell a doctor to, or a scientist embrace risk? They're like, whoa, whoa, whoa, whoa, whoa. I'm a doctor. I don't embrace risk, except that if you teach them, we're not talking about embracing risk when it comes to, a prognosis of an onco patient.

We're talking about taking risk as it relates to the brand, as it relates to culture, allow yourself to have fun, allow yourself to smile, giving devastating news. Another failed pregnancy test is hard. It's hard. And we're so glad you're empathetic to your patient. But outside of that, how can we make you smile?

How can you be cheery and yellow and optimistic? And so we believe that there's a lot of similarities that brand and culture do go together. And I don't think our brand would be as successful if our culture wasn't so strong. And I don't think our culture would be so strong if our brand wasn't so strong.

And there's a, I think the other thing that I would say about culture and brand is team. Right. Um, I think too often, you know, healthcare people and doctors in particular may think solo first, like I'm a doctor and hierarchical and solo. And those are not things that belong in our brand or our culture. We don't do anything singularly.

Not any of us. And, and Dr. Beltsos would say the same thing. And Beth Eschbach, Greg Poulos, none of us do anything by ourselves. And that's intentional. We make group collaborative decisions and same thing with our brand. It's, it's, it's, we invite feedback. We invite constructive feedback, constructive criticism, because we want to get better every day.

And again, that goes back to our brand and our culture. 

[00:36:25] Griffin Jones: Andrew Meikle, Executive Chairman at The Fertility Partners, challenges traditional paradigms as he advocates for financial awareness and entrepreneurship in clinic management. 

[00:36:33] Andrew Meikle: I think that, um, you know, the typical practice owner is not an entrepreneur, and they're not typically very business savvy.

Some are, and they're doing exceptionally well. This space has grown 10 percent compounded forever. And, and, you know, No disrespect, but almost anyone can do well in that sort of a setting, especially when supply is not meeting demand. So everyone's doing well. Um, almost everyone's doing well. I think there's another level.

It's not just about revenue and EBITDA, you know, our mission and, you know, I'm a healthcare provider at heart is to drive clinical outcomes to use science, collaborate with stakeholders and our group to, to drive clinical outcomes, to be more successful for our patients. And as well to improve, dramatically improve the patient experience, the patient journey.

So it's pretty simple. All of our decisions are made, um, You know, based on those two things. And I think there's a tremendous opportunity to professionalize some of the areas in the space. Um, when you look at, at management, for example, I think there are a lot of people doing a lot of great things, but it's, it's sort of doctor first, it's not patient first.

So we're flipping this, um, profession on its head and looking at the management and the operational efficiency and effectiveness of, of clinics. We're looking at Uh, you know, lean processing from a patient perspective. We're looking at, um, sort of value innovation from a customer perspective. It's gotta be driven by, um, by the patient.

We have to serve the patient. Um, and I, and I think it's largely the other way today. So we, we have a completely different lens and I think most groups, um, we're investing for the longterm. Um, we can get into private equity if you want. I am now. Back. We are now backed by private equity. You got to be careful who you choose, who you partner with.

You got to be careful who you marry. You got to spend time. You got to do your diligence. You got to go on dates. Um, and you have to be, um, ruthless in your due diligence because it is a life sentence. I don't know how to turn a physician into an entrepreneur per se. I think you have to have the fortitude for it.

You have to be able to delegate tremendously because you need to see everything from 60, 000 feet and not be too in the weeds. Um, I think an absolutely critical element and some Something that I see as a weakness generally in the space is a lack of, um, financial, um, awareness, a lot, a lack of operating the business, uh, with financial metrics.

Um, people in the space seem to look at it in the rear view mirror rather than in real time. You know, our organization, we provide a full P and L every month. Month by the eighth day of the next month. So our partners can see what they've done in their business and and uh, How it relates to the strap plan that we've worked on them for going forward.

Um, so I think you know We don't have enough time, but I you know, I mean a start would be Definitely start reading some, some books, you know, um, there's a ton of great information on entrepreneurship out there. Gerber has a whole series. Uh, uh, you know, those things are very helpful, but, but you really have to take yourself out of the day to day equation, be able to see it from 60, 000 feet, have the best, most independent.

You know, brightest people you can working for you, um, actually, you know, executing on things. And I think that's a big first step. There are tremendous opportunities out there to, um, to partner with various organizations if it, if it suits you. And I think it's just really important to, you know, Have your house in order before entering into that do your due diligence find the right fit um, and look this this profession right now, is it incredibly, um, is that an inflection point it is changing and If you want to change, you might, you might look to join an organization that, um, aligns with your values and they can help you.

They could support you, um, to implement changes in your clinic, to drive patient flow, to, um, to make your life easier so you can provide the best possible medicine. 

[00:40:56] Kevin Ali: In today's episode, we learned how various leaders are working to evolve the landscape of reproductive medicine. Working together, we can drive innovation to help improve the aspiring parent's experience.

I'm Kevin Ali, CEO of Organon. Thank you for listening to the Inside Reproductive Health podcast. 

Sponsor: This episode was brought to you by Organon, Organon is committed to championing care equity in fertility. By elevating education, expanding resources, and investing in innovative solutions, Organon stands with aspiring parents on their unique journeys. Learn more at FertilityJourney.com.

Announcer: Today’s Advertiser helped make the production and delivery of this episode possible. But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, nor does the Advertiser's sponsorship constitute an endorsement of the guest or their organization. The guest's appearance is not an endorsement of the Advertiser.

190 Letter of Intent: How to build the foundation for selling and buying a fertility clinic. Richard Groberg and Jay Stucki

DISCLAIMER: Today’s Advertiser helped make the production and delivery of this episode possible, for free, to you! But the themes expressed by the guests do not necessarily reflect the views of Inside Reproductive Health, nor of the Advertiser. The Advertiser does not have editorial control over the content of this episode, and the guest’s appearance is not an endorsement of the Advertiser.


Gain expert insights and invaluable advice on navigating the sale of your fertility practice with special emphasis on that crucial document - the Letter of Intent. Richard Groberg, a seasoned financial expert and Jay Stucki, an experienced corporate attorney, share insights from the sell side perspective and zoom in on the details that matter most.

  • Discover the major points addressed in the Letter of Intent that serves as the foundation for buying or selling a company.

  • Delve into comprehensive coverage of key elements in the LOI including:

    • Insurance

    • Non-competes

    • Governance

    • Equity

    • Evaluation multiples (based on adjusted EBITDA)

    • Profitability conversion

  • Acquire valuable knowledge into the process and timeline of finalizing the LOI and next steps to completing the transaction.


Jay Stucki:
Stucki Legal, PLLC
LinkedIn

Richard Groberg:
LinkedIn

Transcript

Jay Stucki  00:00

I think one to start with, they don't understand the 30,000 foot view of how important the loi, or the letter of intent can be. That is the roadmap. And unless you know where you're going, and you've been there, is it hard for generic LOI?


Sponsor  00:18

This episode was brought to you by bundle, you may be able to receive a free list of financially qualified IVF patients across the US and Canada. Email Courtney at cbarrett@bundlefertility.com. That's cbarrett@bundlfertility.com. Today's advertiser helped make the production and delivery of this episode possible for free to you. But the themes expressed by the guests do not necessarily reflect the views of inside reproductive health. Nor of the advertiser, the advertiser does not have editorial control over the content of this episode. And the guests appearance is not an endorsement of the advertiser.

Griffin Jones  00:59

Are you serious? Are you serious about buying my fertility practice? We'll find out from the letter of intent. That's the topic that I zoom in with my experts today. Richard Groberg and J. Stucki, Richard, you know, because he's a financial expert who's been on the show multiple times, and he's given plenty of advice on what you need to consider when selling your fertility company. Jay Stucki has also represented fertility companies on both the buy side and the sell side, or at least he's represented companies on both side perhaps fertility was just sell so I didn't get into that specific but today we talk from the sell side perspective. She's a corporate attorney whose careers focused on estate planning, asset protection, real estate transactions acquisitions, in medical and in software for decades. And today with Richard and Jay, I decided to get very specific on the letter of intent. The loi is what they call the roadmap or the foundation for buying or selling and company. They talk about the major points of an LOI, what happens to your malpractice insurance, the noncompetes post closing governance, rollover equity, equity and apparent company working capital like how much cash and accounts receivable you need to leave in the business for how long controlling documents like medical direction assignment of membership interest, joint operating agreements, irrevocable proxies, employment agreements MSA agreements, your valuation multiple based on adjusted EBITDA converting your profitability if it's based on cash, accounting, or cruel accounting, what needs to be talked about in the three to six meetings that happened before signing an LOI? What happens in the very early stages signing your NDA what happens between them and how the letter of intent is finalized? Any one of those subtopics could be its own topic on the show. I'm sure I'll have them back on to discuss because of so many of you are at this stage and you want to get this right. Enjoy this conversation with Richard Groberg and Jay Stucki about constructing your letter of intent. Oh, and I probably have to give you a disclaimer. This is not legal advice. I'm not an attorney, adjacent attorney, but it's not legal advice, simply insights for your informational use only. Mr. Groberg. Richard, Welcome back to Inside Reproductive Health yet again. Mr. Stucki. Jay, welcome to Inside Reproductive Health.



Jay Stucki  00:59

Thank you, glad to be participating today.



Griffin Jones  00:59

Richard, the audience is a little bit familiar with you at this point. You have been on the show a couple of times. And you're also quoted from our journalists when they are doing articles about some of the business dealings happening in the field. Jay, you are a corporate attorney? Are you mostly Is it mostly sell side that you represent? Are you sell side and buy side equally?


Jay Stucki  03:40

No, I wouldn't say equally, probably mostly sell side. But I've been on both sides of the table. So I've got a depth of knowledge level from each perspective. And I've also worked for practice management companies. So I get the physician side, I've had to represent many physicians and getting them out of bad contracts. So I think I kind of bring up a bit of expertise to the layers that most attorneys won't see.



Griffin Jones  04:14

One sub topic that was popular that we covered with Richard was talking about mistakes that Fertility Centers often make when they're selling with regard to accounting, things that are categorized as business expenses that shouldn't be and that impacts their EBITDA. What are some of the common mistakes that you're seeing from a legal perspective when people are going to sell their fertility company?



Jay Stucki  04:38

I think one to start with, they don't understand the 30,000 foot view of how important the LOI or the letter of intent can be. That is the roadmap and unless you know where you're going and you've been there is a bit hard for generic LOI. I you know, I like in the the legal side of things, you know, if you, if you're a couple and you want to get pregnant, you're not going to rely solely on your GP or internal medicine, you're going to want to go to a reproductive endocrinologist, you need that specialty. And it's the same thing in law, you need someone who knows both sides of the table to really hone in, I think Richard could probably give you a couple examples of allies that were vague from the start, because they didn't understand the full process of where this needed to go at the end of the day, how to protect the physicians, and yet make it a deal that works for both the acquiring entity and the seller.



Griffin Jones  05:44

What are a couple of those examples? Richard, do you have any LOIs being too vague from the start?


Richard Groberg  05:52

Yes, I've seen a couple recently that were negotiated by people other than me, when a couple of examples, most of these transactions talk about the fact that the valuation will be a multiple of what's called an adjusted EBITDA, which adds back and subtracts for certain adjustments. But if the language is unclear that that includes converting the sellers profitability from a cash basis accounting to an accrual basis accounting, they can wake up a month or two months down the road. And their adjusted EBITDA is significantly different than what they thought it was. And it can cause problems. The other issue I've seen recently, is where the seller also owns real estate that's used by the practice. And if it's not clarified, that the post closing lease rate will be based on some combination of the current rate and an independent appraisal, then, and that's that final number could affect the EBITDA and the valuation and the purchase price. It can cause problems later on down the road. Jay will talk about other issues in terms of duration of non competes, and the various different non competes. And what happens to rollover equity in the practice or in the corporate group acquiring if a doctor leaves early or is fired for cause. But those kinds of things, especially when Jay and I are working together representing a seller, we work very hard to make sure that the major issues have very clearly negotiated will define so that we don't get down the road and then have problems a month, two months later, when everyone spent a lot of money on accountants and lawyers and other advisers.



Jay Stucki  07:45

And let me just add to that, that, you know, you're you're trying to look at the entire structure, I can't tell you how many LOIs, I've been handed, and it was going to be a stock purchase agreement or an asset purchase agreement. And because of the structure because of rollover and contribution, tax considerations, it ends up getting flipped, and we end up with a completely different structure. So it it's more than just, you know, understanding noncompete or the quality of earnings. It's the LOI really has to look deeper into how the sellers were organized formed tax consequences, how long they've had ownership, short term, capital gains versus long term capital gains, estate planning issues, especially if there's a rollover component.


Griffin Jones  08:38

Why is this those and maybe it'll just enlighten my own ignorance. But to me, that the LOI was simply the the letter that says, you know, we're going to do our due diligence, we're going to explore a deal, but it sounds like more of the terms of the deal need to be established in the loi, where I would have thought, well, you know, if the if the valuation multiple needs to be adjusted in a better based on adjusted EBITDA and that might change, that that would just happen in the deal doesn't necessarily happen. And in the LOI, why does this stuff need to happen in the LOI?



Jay Stucki  09:16

Well, the LOI can't be as detailed as the definitive documents, obviously. And as the saying goes, the devils in the details. And so when you get into negotiations, and you're trying to explain the pros and cons of certain language or certain concepts, it seems to always harken back to well, that's not what we were told when we were being courted. And so it's very helpful that even though the LOI is probably only going to be a few pages long to be able to go back and use that as a tool for refreshing the memory of what was being said during the courting and, and I've watched effect I've used Richard to be able to go back and say, Richard, you were involved in this LOI and negotiating upfront, what was the understanding? And then you get all the parties together. And you walk through, yes, that's what was said, oh, shoot, okay. And just because the buyer said something, it doesn't mean it translated over to the attorneys. So you kind of have to get the attorneys back on track to be in line with what was negotiated under the LOI.



Richard Groberg  10:32

If and if I can amplify that, Griffin. At least in the transactions, I've worked in the sellers, this is a one time thing, they've built their practice, they've operated for a number of years, for various reasons, they're ready to sell it a partner with a PD back group, they vet two or three, or perhaps more potential sellers, they've made a decision, it's like, This is who I'm gonna marry. Because it's not like selling a piece of real estate where you sell and walk away. And when the LOI is signed, both sides start spending a lot of money. It's a time consuming, painful process. And you want to, again, there's a balancing act, if you negotiate every possible thing, you have a 200 page document in the loi, which you can't do, but you want to lock down enough of the major points, some of which are very subtle. I'll give you another example. If one of the buyers has their own malpractice carrier, and everybody has to switch, and they're requiring the seller to have to make the switch and by a tail policy. Well, that affects the economics of the deal. And if one of the sellers is ready for retirement, that could affect the structure. So as much of that, that says very significant could be at least buttoned down enough that when we get down the road, the lawyers could say, hey, Richard, while you were there, what Jay said, what was it that the parties discussed and agreed to? It helps lock in the major points.



Griffin Jones  12:04

Let's talk about those major points. You mentioned malpractice and the potential for needing tail policy. You talked about the valuation multiple and adjusted EBITDA or the potential for converting sellers profitability based on cash basis accounting or accrual based accounting. What are the major points that need to go in to a letter of intent?



Richard Groberg  12:28

I'll give a quick answer. And then Jay will come in too, the noncompetes are very important. post closing governance is important. Not all the groups are the same, and not all the sellers are the same. Some sellers don't need a lot of help from the corporate group, and how much interference there's going to be becomes important issue some need more help. So discussion about governance, to the extent they're getting rollover equity in the practice, what fees the corporate group charges or doesn't charge and how it affects profit participations. To the extent the sellers are getting equity in the parent, how that's viewed and what happens and get what happens if somebody leaves early. How whether working cow working capital is calculated, most of the buyers require the seller to keep enough cash or accounts receivable in the business to cover bills for a period of time. Others allow the seller to keep the accounts receivable wanna J's favorite issues to battle is? Okay, what are the reps and warranties and indemnifications? And what is the seller responsible for post closing but may have occurred? Pre closing? So, Jay, have I missed any major ones?



Jay Stucki  13:47

No, I've just say that there's so many different subsets. So for example, if you're talking about could controlling documents, you're going to have a whole different set of considerations under an employment agreement that you're going to have if there's rollover contribution, and now you become an equity holder in the parent company, versus when restrictions and covenants that you're going to have in the asset purchase or stock purchase agreement. And all of those will carry a whole different slew of requirements. And so it's, you will see some of that addressed as to what the expectations are between the parties in the LOI, but it's not just oh, hey, a traditional non compete because having equity in the parent. And if the parent would say is a limited liability company, you're talking about now coming in as an equity owner, do you have a say, what's your vote? Are you just a financial interest? I'm sure there's going to be power of attorney considerations. So you're going to have contribution tagalong, drag along, right I mean, there's all sorts of things that now come into play is that owner that in the parent, and of course, the parent doesn't want a minority owner controlling. So a lot of times you'll see those levels shake out in the LOI as well. 



Richard Groberg  15:14

There are two transactions recently where the seller selected Jay to represent them. And in both cases, there were issues that came up on some of the things that Jay just talked about, where the buyer said, nobody's ever asked for that before. And why is that an issue. And by the time we got done, the buyers were changing their documents to reflect going forward, things that Jay brought up that no one had addressed. And some of the prior sellers were saying, Why didn't I get that and we need to change our documents. So there really is a level of detail and the interaction between purchase agreements, employment agreements, noncompetes equity, the parent, that if you're not watching careful and won't be synced, that can cause problems later on.


Sponsor  16:05

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Griffin Jones  16:44

Jay, I was gonna have you define controlling documents at risk of me sounding stupid. That's my job as the podcast host. Hopefully there's at least one other person in the audience that was wondering that, but please define controlling documents for us. 

Jay Stucki  17:03

Yeah, absolutely. I mean, first of all, you have to understand the there's the concept of the corporate practice of medicine. And many states have certain laws, summer force, different levels of enforcement. And so everybody kind of approaches buyers, from the corporate side approach things from what if the law changes. So that's kind of always in the backdrop that brings forward management service agreements, because usually there's going to be an management service organization or an MSO involved. You're going to have a medical directors somewhere, sometimes it's the seller, sometimes the management company wants their own medical director. And there's a level of control there. You have different mechanisms, such as succession agreements, assignment of membership interests, the revocable proxies, you can do control through loan agreements, and of course, through your employment agreement. And then there's the whole level of control, if you're going to say, Hey, I'm going to become a member. Now you're talking about, you know, joinder, to an operating agreement, LLC agreements, you know, so those are kind of the core documents, that you have to understand all of them, and know which tool the buyers are going to bring forth. And usually it's a multiple of the tools. For example, I just did a deal where we use irrevocable proxies employment agreements, and an MSA agreement. Another deal that we did back in now, I'm going to say, April, we use an management service agreement, succession agreements, an assignment of membership interests, it all those are all documents that are done on the front end. So for me, it's making sure that the physician understands how they're controlled by these documents. Because when it comes right down to it, right, the physician is responsible for the patient care. And the competing interest or concept here is, how do if I'm a physician, how do I do my job and give the quality of patient care I want if somebody else is controlling the organization, and you get into what is a clinical asset versus a non clinical asset, right, the physician, the Medical Director controls the clinical assets, which is really the patient care patient records. And then you have the non clinical assets which are owned by the company. You get into a situation where it's not a, let's say, a good, a good company, or they have a bad reputation, and I've had to help doctors get out of these situations. They can make your life miserable, right, they're gonna put in there on staff, you just lost somebody that was with you for a long time, but they want their own person there, or they're not going to buy you the equipment that you need or that you feel you need. And so, you know, sure, if you're the doctor, you say, wait a minute, you're affecting my ability to practice. In fact, for those who, whom some of you might already know, this is a big issue in the Northern District of California right now, it's federal court, where the Association of Emergency Medicine anyways, the group brought a lawsuit claiming that all of these controlling ancillary agreements that companies use to effectively control the doctor is being challenged as it is, in fact, the corporate practice of medicine because you've tied the physicians hands. Now, I think there's a delicate balance here that if you have people who understand the industry, such as you know, Richard, myself, then there's, there's a fair trade off being made. To see it another way. If I want to sell my practice, you know, I certainly can't take millions of dollars from my practice, and then expect to still control it and run it and do everything that I want.

Griffin Jones  21:14

Some people still do expect that, whether they realize that that's what their they'll say, they don't expect that, but they're expecting that, you know, when somebody is telling them what supplies they can order after and who what EMR they're going to use and who they can hire. Yeah, that's when they realize it, but when it's happening, they don't seem to, to always realize that,

Jay Stucki  21:37

Right. And my goal is not to try to tell the physician that it's gonna be, you know, this great rosy relationship and the honeymoons gonna go on forever, but rather makes sure that the physician or the sellers, are fully aware of these restrictive covenants of these controlling documents. Because at the end of the day, I assure you, the buyer, the practice management company, is going to control the practice, you know, if you're a physician, you know, gotta do depositions. And the other side always says, you know, almost right out of the gate, okay, Doctor, tell me, you know, what have we done that's affected your ability to treat a patient. And the doctor is not going to sit there and say, Oh, I can't treat my patients, because, of course not, they'd be committing malpractice. So it's, it's really about understanding a balance here, and making sure everybody's aware of what their arrangement is, and what they've negotiated, what they've sold, what they bought, and what their responsibilities are post closing.

Richard Groberg  22:47

And then lawyers like Jay, make sure that the documents accurately reflect what's been agreed to, in addition to the doctors understanding what they're getting into.

Jay Stucki  22:57

Sure. Let me give you an example of that. Thank you, Richard. You have some situations where they want the physicians held accountable for any losses. And my view on that is, if you're going to be held accountable for losses, or it could affect your compensation pool, because most of these agreements have some form of compensation pool, then the physician should have a level of say, in the expenditures under the MSO. If you're not responsible for losses, and it's not going to affect your compensation, then there should be a much less expectation of any say, as it relates to expenditures or how the MSO, you know, allocates costs to the clinic. So you there's that balance, where you really have to read the documents and see how much responsibility versus how much say you have, you know, they play off of each other.

Richard Groberg  23:57

That's a great example where the language in the LOI is important. If a doctor's post closing bonus is based on growth of earnings, then they need more visibility and say, into what's expensive practice. But if their bonus is based on how many retrievals do you do over a threshold, as an example, well, then it's not as important.

Griffin Jones  24:23

Am I correct in understanding Jay that the controlling documents themselves are not going in the LOI? It's simply refers to what controlling documents are going to be negotiated in the deal.

Jay Stucki  24:36

I mean, there's more than likely a reference to the MSA reference to an employment agreement, reference to maybe some of the high level restrictive covenants such as a non compete that you'd expect in the employment agreement. But usually the LOI is not going to get into P back or drag along rights that you would see under say the parent comp any equity ownership? So now it's more of a reference to the MSA and what falls out under the MSA. And I think that's critical where people like Richard come in. Because in the initial stages, the physicians look for someone to be able to say, Hey, can you explain the MSA to me? How does you know? How does the management services organization work? And am I really still going to be able to run my practice? Right? And, and, look, there are situations where the doctor sell their practice, and they run it just as they always did. And there's no or little interference. There's also situations where the doctor say, Oh, hold on, I don't like somebody telling me what to do. And we're going to put a stop to this right now. And the relationship deteriorates. So,

Griffin Jones  25:53

Richard, from your vantage point, does the multiple effect that so in other words, if if someone pays a lower multiple, are they more likely to let the physician Coast then if they pay a higher multiple times, because I'm just thinking if if I pay 15x, for something, I need to make sure that there is something different happening in their operations that or their their marketing that makes more patients come in, and they make more money? Because I need to earn that money back is from your vantage point is there does difference when people buy at a higher lower multiple how involved they are in dictating the operation? 

Richard Groberg  26:37

No pun intended, but that that question is pregnant with with the complexity of reasons why multiples are what they are, you know, multiples are typically higher, if there's a strategic reason for the buyer, or there's there's factors that make the practice, you know, the doctors younger, they're in a new building, they're at a high growth curve for multiple years. multiples are also dependent on, you know, working with one group that got an offer from a group that puts much less cash down upfront, and there's much more equity in the parrot, their trade off is okay, we'll pay a higher multiple, not necessarily paying a higher multiple, because we're going to do more to your practice post closing your different styles, Jay and I have worked with sellers who don't need a lot of help leave me alone. And that's okay. They're probably not a good fit for some buyers, but are for others. We've also worked with a couple of practices, businesses in the fertility industry, that were dynamic businesses growing, but reached a point where they absolutely needed management help. And the seller understood that in one case, it worked very well post closing and another case, the seller couldn't adjust to someone telling them what to do. But that didn't necessarily mean there was a higher multiple, because we're going to be more involved with

Griffin Jones  28:04

I want to go into some of these different major points and and try to find out how detailed they have to be in the LOI, let's go back to malpractice for a second does it have to be established in the LOI of if we're going to have a tail policy on the doctor, if the docs gonna be responsible for their tail, but how much of malpractice needs to be established in the LOI? 

Richard Groberg  28:29

Well, I think things like that. It's it's the eye of the beholder, whether it's material, my view, if it's material in terms of changing the nature of the practice, or an expense to the seller, or changes the essence of the practice. It should not be a surprise later on down the road. I mean, if, for example, if I've got practice with a seller getting ready to retire soon, and the buyer is requiring the change of malpractice carrier to tail, the doctor retiring pre closing, getting a free tail from their existing policy and not having to buy it so he'll say could save hundreds of 1000s of dollars. So were they a bit upset that they didn't find that out until a month before closing? Yes. But again, it's it's hard to know upfront what's material and whatnot material. But when you've got people like Jay, and hopefully myself, we've done a lot of things. We know the questions to ask so that anything that's likely to be material to the seller buyer is brought to the forefront in the LOI and not oh, by the way, somewhere down the road.

Jay Stucki  29:48

Now, let me add to that that Well, typically when you're talking about the traditional things, non non compete covenants or restrictions on territories Tell coverage, those tend to be pretty well understood and easy to negotiate with, as long as you have that expectation upfront, and you know, that it needs to be dealt with. I would say that, you know, we spend more time on, really the contribution and rollover or time as it relates to the role of the physicians when they become partners, how you bring in an associate physician, who participates in the compensation pool, what say you have an expenses, how the MSO is going to interact? Who's going to be the medical director? Those tend to be the more complicated negotiated issues than your traditional Oh, yeah, there's there's an expected now to compete, you know.

Griffin Jones  30:48

What, what level of detail, are you negotiating those things in the LOI?

Jay Stucki  30:54

Only, from the standpoint that it's a concern for either the buyer or the seller. And I think that's where Richard sits down. And he talks with this sellers and says, Okay, you know, let's talk about the warts. Let's talk about the problems, let's talk about your goals. And once you know, those, it's not that you have to necessarily expose them. But it allows you then to know what to work with, and what's important and what needs to go in the LOI and the you, you know, we're also concerned I know, Richard is, and I am, I don't want to start down a process where I know there's a problem. And then at the end, say, oh, save, by the way, no, you address it upfront. And, again, if you know the war, you know how to address it, and you don't catch anybody off guard. It is developing trust in my negotiations with opposing counsel, that we're all on the same page, we're all trying to get to the same goal. So it's not about hiding the ball. It's about vetting this upfront. And if it's important, as Richard says, we then included in the loi, if it doesn't look like it's important, then we back off. But the LOI is usually a compilation of five, six meetings between the parties through these discussions to make sure that everybody understands if there's an issue, let's get it in the LOI. And then, you know, the standard things, like I said, about the non compete, those tend to just be an expectation that everybody already knows how to deal with.

Richard Groberg  32:32

Yeah, Griffin, people who've never been through this before, the expression I use is you don't know what you don't know about the process. And when you've been through this, as many times as I have, as buyer seller, being sold to a group representing private equity, and now representing sellers, and with Jays experience, if we at least are aware of these issues up fraud, talk about it with the seller, make sure that the major ones are addressed, then we avoid the surprises and problems down the road. When people spend a lot of time and money that could blow up deals, create Hill will delay things, it's just it works better to try to address the major issues up front, having awareness having been through it a bunch of times of what the pitfalls could be.

Jay Stucki  33:24

The other thing too, is that you don't want to be I can't tell you how many times opposing counsel so well, that standard language that we use. And if you don't know that and have the level of experience than the variety of different deals that you've done in the fertility industry, you are in a very difficult position to be able to come back and tell them even though they know, be able to tell them why it's not standard language or why you're gonna reject their standard language. So yeah, you really need that detail, because that's a, I think, a tool that opposing counsel uses often. Oh, that's just standard, though it isn't standard.

Griffin Jones  34:07

I want to come back to standard language. It sounds like for your discovery of how material important these different major points for the LOI are, whether it's malpractice, non competes, post closing governance, rollover equity, equity and parent company working capital and controlling documents. It sounds like that is being discovered in a process which, you said Jay, might be five or six meetings. What does the first of those meetings look like? Actually, let's go prior to the first of those meetings. What needs to happen before the first meeting?

Richard Groberg  34:42

Every representative of seller does it differently. But in my scenarios, by the time the seller is ready to move forward and negotiate to conclusion and LOI, they've shared financial information they've had calls, they've discussed the buyer strategy and philosophy. They discussed what the seller is looking for in a partner to transaction, and then the buyer proffers that LOI, which then starts the negotiating process. That process itself a little bit like a marriage prenup helps define whether they're going to be major issues or not major issues and what the working relationships like. You know, again, if you've got a buyer that is more hands on, they're going to push some issues to make sure it's a good partner, the seller does it at the appropriate time, Jay gets involved to make sure that the non-lawyers aren't missing any things and significance. Again, by the time an LOI is ready for signature, as Jay said, besides all the pre LOI processes, there's 3, 4, 5, 6 meetings and discussions and back and forth. That gets hopefully gets everybody comfortable that yes, this is this is a good mutual relationship. And, and we've got enough documented that hopefully, the lawyers won't screw it up.

Jay Stucki  36:11

Now, but there's also an initial kind of, you eyeball a situation, are the sellers really ready to sell? I mean, that's a big question. And a lot of times, it's no guys, you need to get this in order, get this corrected. Or if you sell now, you're going to run into this kind of tax issue. So maybe you want to wait or maybe we get you a high enough multiple, that it's, it's worth that tax issue trade off.

Griffin Jones  36:39

So these 3, 4, 5, 6 meetings are we talking about? These are meetings that happen after we've decided, hey, there's probably a fit here where we're going to move towards proffering an LOI, or these are these meetings are just anything that happens before the LOI is proffered. 

Richard Groberg  37:00

The way I was defining it. There's a bunch of meetings, discussions, probably at least one person before the buyer says, I really want to buy you, I'm going to send you an LOI. They have an understanding of what the seller is looking for. When that LOI comes in there then are a series of calls, Zoom meetings, team meetings, discussions, that hopefully gets to a mutually acceptable ready to sign LOI.

Griffin Jones  37:31

So before we're even at that point of saying, Yeah, we're we're ready to receive an LOI from you. We're ready to proffer you, an LOI there, you that's when you're looking at financial information, talking about the buyers strategy and philosophy. That's that's when that stuff's generally happening. Richard, even before you decide that, yeah, we're, we're ready to move to LOI?

Richard Groberg  37:58

Yes. And every buyer is different in terms of the level of due diligence they do. All of them will visit in person and make sure there's good chemistry that want to see the facilities. They'll look at financial data, operating data, pregnancy statistics, valuate, the lab try to understand the nature of the doctors who's leaving, who's staying who were the driving forces. I mean, it's a big decision for the buyer. It's not just buying for the sake of buying, and who cares what the practice looks like, people want to look good. 

Jay Stucki  38:31

But I mean, you have ownership of the lab, that's a possibility comes into play as well. But the what Richard just covered, but keep in mind, there's a nondisclosure agreement in place. That's the first step.

Griffin Jones  38:47

So the the NDA happens prior to the financial statements being, 

Jay Stucki  38:52

Right out of the chute so that you can exchange information and not have to worry about any improper disclosures.

Griffin Jones  39:00

Okay, so that kind of starts you down the road of the, of where you might be going towards the LOI and Richard, is do sellers ask for buyers financial information as well like, show me Integra Med, how, how overleveraged Are you? Are people doing that? Can they do that?

Richard Groberg  39:21

Yeah, so that's that's an interesting dance. Typically, the buyer will make a presentation and share some financial information about the practices they have and their revenue and their their earnings. Pitch, typically, not until post LOI if the sellers are taking equity in the parent, where they give detailed financial information. Because if I'm the seller, and I'm taking 20 or 30% of my proceeds and stock and the parent, I clearly have to understand the economics of the parent. You know, what's their valuation, what are their earnings, what's their corporate overhead? What are the What are the limitations on just the CEO paying huge salaries? They're not being profitability? How much debt do they have? So, but that level of detail invariably happens post LOI somewhere down the road. Now pre LOI, but especially post Integra Med, all the sellers want to understand, hey, if I'm getting stock in you, I want to understand your story and what your plans are, and what's my stock, going to be worth someday

Jay Stucki  40:30

well, not only what the stock is going to be worse, but is there even a market to sell it, you have yet to remember, these are most likely privately held companies with some kind of VC backing. And it's not like you can just turn around and say, Hey, I'm going to sell my shares to anybody, you're going to have very harsh restrictions on your ability to sell those shares. And that's where we get into the estate planning component, right? If these, if this is a long time hold, or a long time play, I think that a seller needs to the ability to be able to put their equity into some kind of estate plan, you know, trust for their children, whatever, because it's not, like there's a quick turn, we're going to sell my 20%, you know, next year.

Richard Groberg  41:20

Jay does a lot of work with the sellers on that, because the reality is, to the extent they're rolling into the parent, yeah, they're deferring their taxes on that part of the sale proceeds. But they're, they're minority equity in a private company, that hopefully someday, somewhere in the future, will sell to another private equity firm or another one of the roll up groups or maybe go public. And if they go public, you're probably going to be restricted and not get to sell anyway. So people have to understand they're going to take that stock, and they're going to stick it in the drawer somewhere and hope, in the state or trust, and hope that someday, they merge it to somebody else or sell to somebody else.

Griffin Jones  42:03

So we've signed our NDA, we've looked at each other's financial information, we've assessed some culture vet, we maybe have done a visit and well, hopefully we've done a visit by that point. And we have done some a little bit of due diligence enough to say that we want to move forward with an LOI. What is that? Maybe? And maybe there's three meetings after that. Maybe there's six meetings after that. But what is the first or the earliest meetings typically look like? 

Richard Groberg  42:31

Post LOI? 

Griffin Jones  42:32

No, this is pre LOI, but after, after some of that earliest due diligence has been done. So it's after we we've looked at the buyers philosophy, we've heard their pitch, we've, they've seen our financials, we've determined there's a fit, we want to move forward, then when we start to build and negotiate the LOI, what does that first meeting typically look like?

Richard Groberg  42:55

They sent in an LOI typically, either to me or to the sellers and me. And often it's to me first so I could push back on things that I know from the seller's perspective, date to be modified changed, are going to be acceptable, I try to keep the sellers free of getting sucked into what I call the transaction vortex as much as possible. And at the appropriate point, we may have to get back on the phone with the sellers and buyers to discuss sort of issues that can't seem to get resolved. Sometimes it's not necessary. Sometimes it is,

Jay Stucki  43:34

The LOI is a negotiated document between the partners. It's not as if they send it over and say take it or leave it.

Griffin Jones  43:41

And so those we talked a little bit about though, is that often you're not in the, you're not having the buyer, or excuse me, the seller, look at the LOI until you've had a chance to take a look at it yourself. Why keep them out of the transactional vortex?

Richard Groberg  44:05

Well, sometimes they are they do get a copy. Sometimes they don't do my job and other sellers, representatives job is to represent them know what the sellers want, don't want and try, you know, they're seeing patients all day long. They've got their lives. And so to the extent I know what they're going to accept or not accept, I never make decisions without their input, nor does Jay. But my job is to go back to this buyer. And I've never had an LOI that was like, oh, this is perfect, we're accepting it. To go back and say, can you please explain this or we need to tweak this or you've got something from a prior document you forgot to take out or we've got these issues to discuss. It's always with the direction of my sellers, Jay is the same way but what I don't want to do and part of my job is to keep the sellers from getting so caught up in that process, that it distracts them from their, their business, distracts them from patient care and taking care of their staff. And then, I mean, most of my calls with my sellers are very early in the morning or the evening, or weekends, because they're busy with patient care and, and their staff.

Jay Stucki  45:24

Well, and the physicians want to stay busy with their patient care, because they're, you know, the the multiple is going to be used, you don't want that last month to drop off, because I assure you, they are going to make sure that their calculation is a rolling, usually a rolling 12 months. And they're going to take that up to the very last minute, any data they can have. So if there's a drop off at the end, because the physicians taken away from patient care, that's a drop off in revenues, that's going to affect the, what's used in calculating the multiple.

Richard Groberg  46:03

I've seen lots of transactions, Griffin, where sellers in lots of different industries didn't have a lawyer or an advisor working with them. And they got so caught up in the in the business of the transaction that their practice suffered, there started to be staff issues in affected their business, sometimes in hostile negotiations, that's a tactic. And then it affects the ultimate purchase price. Because the buyer comes in and says, hey, the last three months, your business has deteriorated 20%, it's not worth as much.

Griffin Jones  46:43

So you're talking about part of part of it is convenience, part of it is so that the physician is able to remain productive, but is there also a component of it so that they don't get too invested early on it. So if they start to invest so much of their time they start to be in every meeting, if they that they start to become too invested into the sale, and that gives the buyer more leverage. Is that is that it play at all?

Jay Stucki  47:09

I would say no, just from the standpoint that, you know, if if I don't think this is a deal that can be done at the end, I would have be upfront with the physician from the get go. And, you know, good advisors not going to get you to the point of an LOI if he doesn't believe that it's a good fit. And that's not only from the Richard perspective as a consultant, but from the attorney perspective. The last thing we want

Richard Groberg  47:36

 That continues all the way through to the closing

Jay Stucki  47:40

Right, the last thing you want is, you know, legal, your client telling their attorney, you know, what, what the heck did you get me into? And so, you know, I love it at the end of the day, when my clients come back to me and say, Jay, not only did you do a great job, but you benefited all the other physicians are in the group, because you saw things that they didn't it that the MSO recognize, they need to adjust that now benefits the hall. Boy, we wish they could pay your bill. But great job. And that's the goal. That's that satisfaction, what I look for at the end of the day, but that's in the forefront of my mind from the get go.


Richard Groberg  48:21

Yeah, Griffin from from an analogous situation an RE, who runs his practice has people in the practice who do their jobs better than they can that that facilitate or leverage their ability to holistically run the practice. When it comes to these transactions, with the hundreds of hours that Jay and other lawyers invest that I work on. They're trusting the experts to do what they need to do on behalf of the sellers. And but to make sure they never get surprised. You know, Jay Jay, invest hundreds of hours going back and forth with the lawyers. And it's his job to make sure that he knows what the seller will and won't do. And when there were major issues, explain it and make sure the seller knows what they're getting into on all these subtle, subjective issues. But if the seller had to do all that in his or herself, first of all, they might not have the expertise to do it, even if they think they do, but their practice would suffer. 

Griffin Jones  49:23

Jay, it might be unethical to enter into an LOI with more than one buyer. Is it illegal?

Jay Stucki  49:31

No. But typically, you're, you will not see an LOI that doesn't have an exclusivity clause. In other words, nobody wants to, you know, it's very expensive, very time consuming. I mean, you're talking about hundreds of 1000s of dollars on any significant transaction. And nobody wants to say hey, what do you mean? I'm one of three horses in the race. Right? So that's where the importance of the upfront work. comes in to make sure that that's the horse, you want to hitch your wagon to, to make sure. And of course, if you're the buyer, you want the exclusivity because you're not going to go down the road and have the carpet pulled out from under you at the last minute.

Griffin Jones  50:14

From your vantage point, having done a number of these deals, what percentage would you say of LOIs do not result in a deal between that buyer and seller?


Jay Stucki  50:24

I think it depends on the industry. In the fertility industry, I've never had one not go through. But I think that's because I try to team up with people like Richard, who we set the table before, hey, we know what we're getting into. And we're not trying to take somebody down the path of an unknown. And let's hope for the best. Like I said earlier, if I don't think I can get this deal closed, I'm going to tell you that upfront, when I get an LOI that's already been signed, as opposed to draft or, yeah, I study it very closely. I'll call Richard, I'll call the client. And I'll good drill down and go through the questions to make sure that I understand what was behind it. And there are representations that I've declined. So, you know, to the extent maybe that LOI didn't go through, yeah, that's a real possibility. But I wasn't involved at that point, because I never took the assign.


Griffin Jones  51:23

So that wasn't necessarily my understanding. You know, I wasn't in the RMA, New Jersey, Shady Grove deal that didn't happen, what it was, what was it seven years ago, or something like that. But there was almost certainly an LOI in place there. And I don't have specific details I'm inferring a lot. But something didn't happen there. So my understanding was that it was more common. Jay, it seems like it's it's not so common for, for parties once once the LOI is in place for for them not to do the deal

Jay Stucki  51:53

I'm sure there's a lot of LOIs that collapse I, I represent a different group of entities in a different industry that run into the same issues of licensing corporate practice of medicine type analogy. And yeah, there's LOIs there that collapse all the time. So I'm sure they're out there. What I'm trying to distinguish is that, you know, if you can separate the wheat from the chaff, you can pick and choose. And I've been fortunate that I'm able to pick and choose those deals that I believe are workable that will produce that I'm not wasting my clients time. And so I maybe I can't really answer your question globally. But from the standpoint of those deals that I I'm selected for, and that I want to participate in, in the fertility industry, I'm batting nearly 100%.

Griffin Jones  52:51

So we've negotiated the LOI at this point what needs to happen before it's finalized. So, you know, Richard has torn it apart, Jay has torn it apart. Now are all the parties brought back in to review the document together? Are you reviewing it with the seller separately? And then buyer's counsel is reviewing with them separately? How, what how is the how is the LOI finalized before everybody signs it?

Richard Groberg  53:17

Well, I'm in the negotiations go back and forth. And both parties at some point, reach a point where they go, okay, there are no more open issues. And then everyone gets final changes or reviews that make sure that everything that was supposed to be changed, got changed the way it should, and then everybody signs.


Griffin Jones  53:34

Do you all review that together, though? You know, in the same Zoom meeting, or the same boardroom, or that can just happen, as each line

Richard Groberg  53:42

Modern technology, DocuSign, or whatever your poison is.


Jay Stucki  53:46

And let me tell you, there's also an underlying thing that we look for, in these back and forth meetings on the LOI, and that's the sense of cooperation, is everybody looking for the same goal? Because inevitably, there's going to be some clarification that's going to come up under the LOI that needs to be vetted when you get into the due diligence and the definitive documents. And if you don't have that sense of cooperation when you're negotiating the LOI, that's kind of a red flag from the start.


Griffin Jones  54:21

I'm glad we zoomed in on the topic of LOI so today we could have gone a lot broader but I like as I have experts on more frequently to dig deeper in particular topics. And we spent an entire episode talking about the letter of intent, which I think is really useful for folks. And it also gives me about 90 different ideas for follow up episodes that we could have you each back on because any one of those major points for LOI could be its own episode topic, but I will let each of you conclude, what does our audience need to know about letters of intent before they sign one to sell their practice?

Jay Stucki  55:02

I think you have to be upfront with your counsel or your advisor as to what your real goals are, you've got to drop your guard, you know, if you are really wanting to retire sooner than later, that's absolutely critical if you have health issues, and you know, you kind of kept it kind of behind the scenes or private, you need to disclose that. And so, you know, with attorneys, you get attorney client privilege that attaches right away with advisors, they have their own separate agreements. But it really is important to understand the client, and what their goals are, what their concerns are, what the warts are. And if I have that upfront, I can get you a good LOI. Absolutely. And it may not be with the the buyer that you wanted. But take the fertility industry, you know, there's four or five, companies always looking for a good acquisition. And so you're able to shop and see who might be the best bet.

Richard Groberg  56:09

And I think some my perspective, Griffin, like I've said before, it's not the final document, but there should be enough specificity detail based on the buyer and sellers goals, that it's an important governing framework. So all the work that has to be done after, and it needs to be taken very seriously, it's a lot like getting engaged. People are going to spend a lot of time and money soon as that document's signed. And you don't want surprises down the road. You don't want major problems down the road. And as Jay said, hopefully by the time that LOI is fully negotiated, the parties have a good working relationship. There's still going to be issues, there's still going to be some battles fought, hopefully between the lawyers, but it's an important stepping stone to the rest of what will happen. And I'm still seeing problems in some deals that haven't closed yet, because the LOI was unclear on some things.

Griffin Jones  57:13

Jay Stuki, Richard Groberg. Thank you both very much for coming on to the inside reproductive health podcast.

Jay Stucki  57:19

Glad to be here.

Richard Groberg  57:21

Thank you, Griffin. Appreciate what you're doing to the industry.

Sponsor  57:24

This episode was brought to you by bundle, you may be able to receive a free list of financially qualified IVF patients across the US and Canada. Email Courtney cbarrett@bundlfertility.com. That's cbarrett@bundlfertility.com. Today's advertiser helped make the production and delivery of this episode possible for free to you. But the themes expressed by the guests do not necessarily reflect the views of inside reproductive health. Nor of the advertiser, the advertiser does not have editorial control over the content of this episode. And the guests appearance is not an endorsement of the advertiser. You've been listening to the inside reproductive health podcast with Griffin Jones. If you are ready to take action to make sure that your practice thrives beyond the revolutionary changes that are happening in our field and in society. Visit fertilitybridge.com To begin the first piece of the fertility marketing system, the goal and competitive diagnostic. Thank you for listening to Inside Reproductive Health.