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Published by bribase1, 2019-01-01 17:30:56

Traditions Policies and Procedures

Traditions Vet

Policies and Procedures



1000 – Purpose, Vision, and Values ............................................................................................... 3
1002 – Analyzing Practices ............................................................................................................. 6
1002.01 – Associate Buy-In Options .............................................................................................. 7
1002.1 - Checklist for Inspecting & Improving Hospitals ............................................................ 10
1003 – Contacts ............................................................................................................................ 15
1004 – Corporate Structure ......................................................................................................... 19
1005 – Exit Strategy ...................................................................................................................... 20
1008 - Financing Approval – List of Items Needed from Banks .................................................. 21
1011 - Financing Terms ................................................................................................................ 22
1015 – Ideal Practice to Purchase ................................................................................................ 23
1018 – Lab Equipment (In-House and Outside) .......................................................................... 24
1021 – Off-Site Retreat Agendas ................................................................................................. 26
1023 – Plans .................................................................................................................................. 28
1023.1 – Private Equity Groups ................................................................................................... 29
1023.2 - QuickBooks Access & Right Networks ........................................................................... 30
1023.3 – QuickBooks Attaching/Receipts to Transactions ......................................................... 31
1023.5 – Remote IT Connection ................................................................................................... 32
1023.7 – Same Page Meeting – Owner’s Only ............................................................................ 33
1024 – Shareholder Agreement ................................................................................................... 34
1025 – Team of Experts for Purchasing Practices ....................................................................... 35
1029 - To-Do List for Transitioning a Practice – Month 1 ........................................................... 37
1032 - Transition Steps for New Clinics ....................................................................................... 38


1000 – Purpose, Vision, and Values

PURPOSE STATEMENT: G4 exists to improve the lives of ALL people and pets associated with it.

VALUES: Everyone within our organization embodies core values as part of who
they are. Our organization protects itself from those that lack these
values or have any conflicting core values. These values are the heart of
our organization. It’s who we are.
 Honesty - Truthfulness and sincerity in all actions, both positive
and negative.
 Integrity - Having strong moral principles in all actions and
beliefs. Believing and doing what is right; what is ethical. It’s who
you are when no one is looking. “Let your conscience be your
guide.” - Jiminy Cricket.
 Family – Values held to be traditionally learned or reinforced
within a tight-knit group of people who care about each other.
These individuals have a high morale standards, discipline, and
shared vision.
 Transparency - Having nothing to hide. Motives and feelings are
very easily perceived by actions.
 Authenticity - Your beliefs, communication, and actions are
worthy of trust. They are not copied, counterfeit, or fake. You
believe in what you say and do.
 Futuristic – An aspirational vision of what an organization or
individual would like to achieve or accomplish in the mid-term
or long-term future.
 Professionalism Acting with reason and objectivity rather than
emotions. Level-headed. The competence of skills expected of a
professional in the field.
 Respect - Admiration and concern for others. Listening and
caring for others’ time, beliefs, worries, and concerns.
 Optimism – Hopefulness and confidence about the future or the
successful outcome.
 Courage – Not resting or the laurels of previous success.
Uncomfortable with the status quo.
 Care - The genuine concern for something or someone. Truly
showing interest in our client’s concerns. Listening.
Understanding. Serious attention towards doing things correctly
and avoiding risk.
 Service - Helping patients, clients, and colleagues because it
improves the lives of the both pets and people.


 Ambition - A natural enthusiasm and work ethic that inspires you
to readily start and complete your responsibilities efficiently.
 Organization – Arranged in a systematic way so everything can
be dealt with efficiently. Everything and everyone has a known
place and purpose.


VISION: Size of Organization:
 50-500 hospitals all varying in size but steadily up-trending.
o 3 within year 1
o 8 within year 2
o 18 within year 3
o 50 by year 5
o 500 by year 15
 No-Lo hospitals or those not in bidding competitions.
 Purchasing hospitals with huge potential after better management.

Time Commitments of Founders:
 0-10 hours/week per founder, preferably less than 5.
 Founders time limited in order to keep families the priority
 Founder has freedom on WHEN they choose to work
 More hours when/if acting in other roles (director, consultant, etc.)

 Starting in Texas near DFW
 Moving to California
 Expanding to locations best for the organization, founders, and staff

 Clearly defined roles of all founders with cooperation among all.
 Distributions paid equally among all founders.
 Extra disbursements/wages if founders needed in other roles.
 Major decision based on votes of founders with CEO acting as tie-
 Written contingency plans on founders needing to exit.

Distributions and Profits:
 Minimum $1 mil GI per practice within 18 months of purchase
 Minimum 15% net income per practice within 18 months of
 Yearly Distribution per founder:
o Minimum $100,000 within 2 years (Avg. of 10% net X $500K
gross X 8 practices.
o Expected at 5 years $1.88 mil (15% net X $1.5 mil gross X 50
 Practices net a minimum of 15% to the corporate entity.
 Clear, firm financial policy on reserves and distributions


 Protected from virtually ALL risk to founders’ personal practices or


1002 – Analyzing Practices


1002.01 – Associate Buy-In Options

Gifted Equity Option:
After one year of satisfactory employment the company will gift the associate __% equity in the
company. At that point, the associate will receive appropriate percentage of shareholder
disbursements/profits IN ADDITION to their normal salary and benefit package.

After each additional year of satisfactory employment the company will gift the associate an additional
__% equity (up to a maximum of 30%). The associate will also always have the first right of refusal to
purchase the company in full when shareholders agree to sell.

Benefits above pay lost if resigning without 120 days-notice or fired for cause in year one.
Death Benefit during the first seven years goes to the company.

Salary: 20% of production (up to ~$250,000 per year)
Benefits: Health Insurance Stipend, PTO, CE Allowance, CE PTO, Uniforms,
Training: TVS Ownership and Management Training (Including Licensure of Manuals)

At Purchase: $70,000 Salary plus benefits (Practice Gross Income $350,000/year)

Year 1: $140,000 Salary plus benefits (Practice Gross Income $800,000/year)
$21,000 Equity Value (5%) ($800,000 @ 15% net, Value 3.5 x Net)

Year 2: $200,000 Salary plus benefits (Practice Gross Income $1.2 mil/year)
$48,000 Equity Value (8%) ($1.2 mil @ 15% net, Value 3.5 x Net)
$9,600 Shareholder Distribution (Disbursement 10% of gross X 8% equity)

Year 3: $220,000 Salary plus benefits (Practice Gross Income $1.5 mil/year)
$150,000 Equity Value (10%) ($1.5 mil @ 15% net, Value 3.5 X Net)
$15,000 Shareholder Distribution (Distribution 10% of gross X 10% equity)


Deferred Equity or Cash Option:
Above and beyond the normal compensation package the company will fund $_____ in a whole life
insurance account per year for 7 years (could vary based on age of vet, goals.). The company and the
associate is listed as owners of this policy during this 7 years for added tax benefit. The Company name
falls off at the end of the seven years.

After 7 years the associate has three options:
Take the money as cash
Keep the account and the company keeps adding funds as previous.
Use these funds to purchase equity at a pre-determined percentage of the company.

Associate must get approved for the life insurance policy.
The added funds lost or reimbursed if resigning or fired for cause prior to 7 years.
Benefits above pay lost if resigned without 120 days-notice or fired for cause in year one.
Death Benefit during the first seven years goes to the company.

Salary: 20% of production (up to ~$250,000 per year)
Benefits: Health Insurance Stipend, PTO, CE Allowance, CE PTO, Uniforms,
Training: TVS Ownership and Management Training (Including Licensure of Manuals)
Added Funds: $120,000 (~$1,500/mo.) Available After 7 Years (Cash or Purchasing Equity)


Jason Luce with Northwestern Mutual:

 Delayed equity option. This may the problem in attracting vets in that
 20% is a good start. Only needs one owner on his side to help make decisions.
 No one should give or sell equity to an unproven entity. If were to not mesh then he can leave
with that equity

 Deferred Equity Option/Vesting Schedule: Above and beyond your normal compensation we
are going to put in $_____ in an account per year for 7 years (could vary based on age of vet,
goals.) The company and the individual name is listed as owners during this time for tax benefit.
Our name falls off at the end of the seven years. This can be a life insurance policy where this
where we have the death benefit in case something happens to him. The only caveat is that he
has to be healthy enough to qualify for this plan.
o He has three options after (owner of or college education):
 Take the money and leave
 We keep funding the account
 Take the $ for dollar in exchange for that pre-determined % of company that
equity that is worth. He would want the value

Example: $150K salary, we would want about $150K sitting there after 7 years.
That would ~$1,800/month….initially this would be expensive.

Example: Even if LAC flat-line and we have to pay him out.

Gary Glassman, CPA with Burzenski & Co.
 He is unproven. He would have hard time making owners out of an unproven person we have
never worked with. It is MUCH more than a monetary commitment. Same philosophy, etc.
 He would have nothing to lose. We would.
 Associates are easy to fire or part ways with. Ownerships are AWFUL to get out of. Can’t fire a
partner. We can’t take away an ownership process.
 Initial purchase of 10-20% is realistic. At 300K he would come with 12,000 of the 60K for 20%
and we take back $48,000 loan at 10 years at 6%.
1. Life insurance option above – Gary does not like it….but did not have a good reason
2. Buying In – can contractually commit with 1-2 year “honeymoon period” if we have
not fired him we have an obligation to make an offer. Maybe at the current value
but with a 20% discount price of his equity of 20%?
a. Requires some skin in the game. 20% down payment from him. We don’t
give him 100% financing. We finance 80% of it.
b. He could go to the bank, but would likely not get it. It would be unsecured
and the bank would not take second position.
c. He could buy less than 20% with to keep the SBA loan.
d. First right of refusal when are ready to sell all of LAC. Always the case


1002.1 - Checklist for Inspecting & Improving Hospitals

Results Statement: To assure we thoroughly inspect and understand all divisions of
hospitals we are purchasing. We do this so that we can creative
effective strategic plans without abandoning previously successful

Primary Responsible Position: Corporate Shareholders of embark (by delegation to clinic director)

Participating Positions: Clinic Directors and Future Corporate Positions in Div. 5.

Overview: Each division below has a list of areas within that division followed by
their optimal conditions.

How: INSPECT: Clinic Director inspects all areas below in order to understand
how close each area is from the optimal condition. It will include
reviewing records, interviews of staff/vendors, in-person physical
inspections, etc. Inspections of all seven divisions can take up to 6-8
weeks. The inspection process and fully understanding the problems is
MORE IMPORTANT than solving problems. We have to diagnose before
we treat.

“If you give me one hour to save the world, I will spend 55 minutes
defining the problem and 5 minutes solving it.” Albert Einstein

IDEAL SCENE vs. CURRENT SCENE: After fully analyzing all seven
divisions we will compare the ideal scene for each division to each
current scene.

MAJOR DEPARTURES: After determining the gap between current scene
and ideal scene we will then determine the major departure from the
current scene.

PROGRAMS FOR IMPLEMENTATION: After doing the above steps in that
order we can then develop programs with due dates and responsible
party for each party starting with program that will create the most
positive change.

DATES AND TRIAGING: The clinic director will have to meet with the
staff, ED, and shareholders before determining due dates for each


 Ask DVM owner: What would we need to delegate away DVM owner immediately after closing?
Deposits, bookkeeping, staff scheduling, etc. Delegate these over to the existing staff that
seems appropriate.
 Confirm patient records and income taxes and AVIMark all match for last 3 years…and no
 Go through inventory and medical choices/protocols for various routine procedures (spay, ear
infection, declaw, parvovirus). If it's low quality it’s fine for now.
 Get a big picture idea from current owner how do thing run (appointment lengths, what support
staff does with the DVM, who fills meds, who runs lab work, in-house labs vs outside, catheters,
anesthesia). A/R accounts? Grooming pay/contract? IT guy? Computers?
 Check building (HVAC), cabinets, equipment, runs, tables, computers (how many? Working?)

 Find ED immediately, ideally in-house. Discuss the role, extra duties beyond normal, extra
potential for revenue (5% of GI), and results statement expected.

 Find a DVM FT. Gradually work them into production via training by the old owner DVM to
show the new vet the CURRENT way he runs appointment knowing we will likely make some
changes later.

 Transition the new vet from PT to FT so the new vet gets to full time hours and full time
production with 2-3 weeks.



1. Purpose, Vision, Values: Known and agreed to by all
2. Traditions and Standards: Known and agreed to by all
3. Org Board and Hierarchy Chart: Posted, known, and understood by all.

1. Current Staff:
a. Attitude, Dependability, and Skills Scores for each
b. Number of staff/PEI: Ideal Staff Scheduling Spreadsheet
c. Position Agreements Understood and Signed
d. Employee Records: Complete, Current, Legally Sound
e. Employee Contracts: Current and signed
2. Hiring:
a. Ad content for all on-the-floor positions
b. Ad channels for all on-the-floor positions
c. Recruiting Stats: Applicants, H.S., L. I., W. I., Ref Chks,
d. Number “on-deck” for each position
3. Training:
a. Written procedures
b. Level 1 training programs – small bites
c. EDM’s: Routine and scheduled for all
4. Corrections:
a. Based on written policy or procedure
b. With high ARC
c. Proper Judgment: No three-strikes rules

1. Patient Reminder System:
a. Number of routine reminders for dogs and cats
b. Reminder System:
i. Reminder Emails: Which Company? Image? How often?
ii. Reminder Cards: Which Company? Quality? How often?
iii. Phone Calls: CC in position? When to start calling? How often?
c. Reactivation Program: When? What comm. Line? What company?
2. Database E-mails – Demandforce, Constant Contact, E-Card Connect, Vet Matrix, etc.
3. Referral System: Written procedure
4. Database Mailers? Viva

DIV. 3:
1. IT professional in place to handle ALL IT issues?
2. Phone Lines: 1 per 200 trans/month
3. Computers:
4. Server:
5. Antivirus/Malware
6. AVImark: Up-to-Date, Support Contract


7. Data backed-up nightly
8. Written Plan for complete data loss

1. Weekly Stat Log
2. CPA in place
3. Taxes current and optimized
4. KFI’s/Cash-Bills
5. Bank Accounts: Small Bucket Approach, Online Access, Transactions by phone

1. Locks and Keys: None missing, Re-key fee in placed with signed agreements
2. Alarm System: Separate codes for each, not known by others
3. Utilities: Controlled, Efficient
4. HVAC/Roof/Windows: Lifespan remaining
5. Décor: Lifespan remaining
6. Expansion Costs: At what income level do we need remodeling/expansion? Cost?
7. Medical Equipment: All functioning with efficiency with intended use.

1. Patient Records: Complete, accurate, Readily available to all at any time?
2. Client Service and Satisfaction:
a. Internet Reviews
b. Surveys of Database: Demandforce?

1. Quality Medicine: DVM judgment and recommendations above average for area.
2. Client complaints: Procedure for handling
3. Dev-T: Where do they primarily come from? Who is non-compliant? Why? False reports?
4. Success rates on various services and patient conditions.
5. Phone calls recorded (even if randomly):

1. Budget > 1% of GI, up to 7%
2. Website:
a. Mobile Friendly
b. Availability to book online
c. Videos – at least one on homepage
3. Social Media:
a. Posts at least three times weekly by DPC.
i. >75% informational and behind-the-scenes
ii. <25% promo posts
iii. Responses
b. ED monitoring the frequency and quality of posts
4. Internet Reviews:
a. Monitor and responding to all reviews
b. Reviewing competitors’ internet reviews: What to avoid? What to improve on?
5. Marketing Reaches Log:


a. One log per receptionist,
b. Tracked and reported by lead receptionist
c. DPC manages the results and plans through the ED (recept. training/corrections)
6. Phone Shopper Procedure:
a. Understood, Drilled, and Agreed to (RADS)
b. DPC monitoring in person and via


1003 – Contacts


Lennie Abratiguin
[email protected]
Sales Associate
My Vet Bookkeeper
(334) 352-9005 (w)

We're the only nationwide bookkeeping service that works exclusively with veterinary clinics and
hospitals. Vets come to us when they:

 Try to manage their own books, but don't have the time to keep up causing headaches, stress
and potential lost revenue;
 Attempt to manage their own books, but lack the knowledge and experience to do it correctly,
causing incorrect and incomplete records at tax time;
 Have a full-time bookkeeper on staff creating unnecessary expense and overhead.

IT Services

Tony Wheeler, Owner
TeamLogic IT is ranked 36th in the MSPmentor Top 501 global service providers supported by over 300
technicians at our 135+ office locations nationwide.
1241 Prosper Commons Blvd., Unit 110, Prosper, TX 75078


Joseph Coury
Bank of America
[email protected]
1/25/17 – Left VM.

Adam Donahue
With PNB Bank, from Capital One
Says he can do tons more now with this new bank.

Steve Stickler
First Command Bank
[email protected]
[email protected]
1/25/17 – He will be looking hard. He expects it to get very busy this year with owners wanting to sell.
It’s slow in January, but will pick up dramatically in the spring.


Brie Silvia
Vice President - BBVA Compass – Nation Specialized Lending Division
8080 North Central Expressway, Floor 2
Dallas, TX 75206
Direct: 972-735-3595
Cell: 972-249-5094
Fax: 972-735-3595
[email protected]

Jan Erickson (pronounced Yawn)
Non-SBA Professional Loans
[email protected]

Len Jones
Total Practice Solutions Group
Business Broker
[email protected]
1/25/17 – Has one practice in Lenard TX (NE of Frisco, small town). Gross about 700K, one doctor. He
will send me a confidentiality agreement. I sign then he sends me more info on it.

David King
Simmons and Associates
9084 FM 24521
Scurry, TX 75158
800-982-8033 or 972-486-3993
F: 972-486-3501

Trey Loyd
Royal Canin
[email protected]
469- 486-3092

Gus Staats
First citizens bank – dallas
Office: 214-360-1101
Cell: 215-537-9902


Carrie Gillen, Territory Manager
Boehringer Ingelheim
Cell 469-438-7073
[email protected]

Tommy Brooks
Purina Veterinary Consultant – Dallas, TX
Nestle Purina Petcare
Cell: (214)-205-7734
Fax: (314)-425-6353
[email protected]

Christopher L. Carns - Attorney
[email protected]
phone: 972-239-6200
Fax: 972-239-6205
1518 Legacy Dr. Suite 260
Frisco, TX 75034

John H. Campbell
Vice President
Business Development Officer
Pacific Continental Bank
Fox Tower
541-228-8877 (mobile)
503-926-9356 (fax)
[email protected]

Heather Rinkol | Account Manager | Small Business Lending
CapitalSource | A division of Pacific Western Bank
38947 State Hwy L63a | Genoa, NE 68640
tel: 402.993.9980 | cell: 402.276.5151 | fax: 301.272.3856
[email protected] |

Heather Rinkol | Account Manager | Small Business Lending


CapitalSource | A division of Pacific Western Bank
38947 State Hwy L63a | Genoa, NE 68640
tel: 402.993.9980 | cell: 402.276.5151 | fax: 301.272.3856
[email protected] |

Travis York – Calico Financial
Managing Director
1801 Piedmont Avenue, NE
Atlanta, GA 30324
470-440-4600 (Office Phone)
678-523-0234 (Cell Phone)
215-827-5143 (Fax Number)
[email protected]

Josh McSpadden
Zions Bank / Practice Pathways
535 N Brand Blvd
Glendale, CA. 91203
[email protected]

Two Private Equity Guys – These two are together.
Jake Sloan
[email protected]
Frank Zheng
[email protected]

Marc Nathan
Calico Financial
[email protected]
Cell: 215-518-7307

Back of Journals – look for practices for sale.


1004 – Corporate Structure


1005 – Exit Strategy

The exit strategy and number of options will likely evolve and improve
as we achieve higher levels of success. The timing and price will depend
on many different factors that are very hard to predict. The below
strategies are big-picture ideas based on current plans.


 Practices sold as a group.
 Net profit divided among founders as written in Shareholder Agreement
 Outright purchase to avoid owner’s having to re-enter ownership
 Founders own personal practices included in group sale if:
o Financially more feasible for that founder vs. selling separately.
o Matches personal exit strategy for that founder (personal vs.
financial readiness)
o Management structure matches the group to improve sales
o Total purchase price as multiple of net is maintained or
improved for the group.
o Buyer prefers to have the founders’ personal practices included.

 10 times combined net income for all practices.
 $75 million purchase price ($150,000 net/practice X 50 practices)
 No limits: Could be $1 billion or more.

 5 years (2023): $75 million purchase price:
o 50 practices X 15% net
o $18.75 million per founder
 15 years (2032): $750 million purchase price
o 500 practices X 15% net
o $187.5 million per founder


1008 - Financing Approval – List of Items Needed from Banks


1011 - Financing Terms


Sudeep - The loan should be amoratized over atleast 20-25year, with a potential 5-7year
balloon (10 would be great too). We can find out the payments and numbers on that easy.
I think we could figure what we want and then ask him what he thinks. Work together to
come to terms-sounds like a cool dude. Our next call we can talk numbers- I'll work on
this tomorrow and come up with some scenarios.

John Campbell - The seller will likely closely mirror the terms of a bank loan, so bank fees and
third party closing costs can be avoided. I would recommend you lobby for a 25 year
amortization with a 5 year balloon/term and fully interest rate of 4.99% or less.

Here is a structure example for a bank loan we recently closed:

Interest Rate: The initial interest rate will be 4.99% for the first five years. After the initial
period, the interest rate will reset to the Federal Home loan Bank of Des Moines 5 (FHLB5) year
index + 3.00% for the remaining 5 year period.
Term/Amortization: 10 years / 25 years
Prepayment: 5% in year 1, 4% in year 2, 3% in year 3, 2% in year 4, 1% in year 5
Collateral: 1st deed of trust on commercial real estate, 2nd position security interest on all
practice assets and fixtures for TBD LLC


John Campbell - In general, most clinic transition loans are financed at 100% + overage for
working capital. Fully fixed rates have been ranging between the mid 4’s to the low 5’s as of
late with a ¼% loan fee dependent on the global deal strength.
Term/Amortization: 10 years / 3 month interest only draw period followed by 120 months, fully
Prepayment: 5% in year one, 3% in year two, 1% in year three, 20% principal prepayment
allowed each year without penalty
Collateral: 1st security interest on all business assets including but not limited to accounts
receivable, equipment, furniture, inventory & general intangibles of the practice.

Life & Disability Insurance: Borrower shall provide Lender with a collateral assignment of life
insurance in an amount sufficient to cover the outstanding principal balance of the practice
loan. Borrower shall also provide lender with a collateral assignment of disability/office
overhead policy in an amount sufficient to cover the monthly principal and interest payments
of the proposed practice loan.

In your case/s 1/3 of the insurance requirement would need to be covered by each of you.


1015 – Ideal Practice to Purchase

The practice has obvious potential for improvement, both for the individuals involved and the financials.
We identify a no-lo practice with relative success or viability despite some obvious correctable faults.


1018 – Lab Equipment (In-House and Outside)

General Guidelines by Burzenski & Co. (Andreas – Aug 2017):

Idexx Catalyst One
Idexx ProCyte
Abaxis VS2

Outside labs: Recommends Antech, but we can negotiate deep discounts by getting quotes from both
and cheaper companies to compete against each other….outside of a contract. We would only get into
a contract if we really needed a DR Radiograph or cash need.


1021 – Purchasing a Practice


1021 – Off-Site Retreat Agendas

Results Statement: To create synergy, trust, shared vision, and improved strategies among
key executives and/or owners.

Primary Responsible Position: Owners

Participating Positions: Executives

When: 2-4 times per year

Where: Outside of any hospital or facility with daily operations, without

Why: This retreat is a place to be vulnerable, share ideas, share frustrations,
and create better solutions than any of the individuals would have
achieved alone. Retreats are a venue that allows


How: Retreats will constantly evolve based on the focus needed. The below
are guidelines for various proven topics and exercises.

DIV 7:
1. Purpose
2. Vision
a. 10-Year target
b. 3-year picture
c. 1-year Plan
d. Quarterly Rocks
3. Core Values (get to 3-7?)
4. Core focus: 2 hours –
a. Why does our org exist (3-7 words, not about money)?
b. What is our niche (celery test, one thing better than
everyone)? -
5. EMyth Positioning and Differentiating: 2 minute speech – memorize
a. For Traditions
b. For Each Practice.
Elevator Speech - 3 Differentiating factors. - 3-7 step proven process
(The Traditions Difference) with 3-4 bullet people into under each
step. - graphic design - laminate
6. Our Guarantee:
a. How are we are solving an industry wide problem –
b. Start by listing clients’ or staff members’ biggest frustrations
c. Back it with a penalty if we fail.
7. Values speech - for staff (who we are. What we do)
8. Barriers and Considerations

DIV 1:
1. Personal Histories Exercise (15-25 min)
2. Team Effectiveness Exercise (1-2 hours)
3. HR Strategy - Hire, Fire, Train, and Correct based on the core values

DIV 6:
1. Target market - the list
2. Three Uniques – See above under Div. 7 for positioning and


1023 – Plans


1. We need to see what Derrick's CPA thinks of the numbers on Pet Vet. To see her thoughts on
the value and if anything looks off.
2. Bedford Practice: We will see if she contacts Derrick. Either she does not want to sell, doesn't
take it seriously, or is frazzled/flakey.
3. Vendors: Derrick and I need to contact every vendor we can think of to put a fire under them on
potential practices THIS WEEK. We need to be able to analyze several clinics before we decide
on which one to offer on first.

1. We need to hear from Steve Strickler. He said he would be in touch on Feb. 9th. I still have not
heard from him. I left him a VM today.
2. Leonard Animal Clinic: I would like to see various population numbers at various radiuses. He is
the only vet within 12-15 miles. If we can see the population will know what the potential is. I
am suspicious there is a pretty huge number considering it's the only vet....and probably
growing a lot already. It may be something we can start working on at the same time as Pet
Vet. I do like that total price INCLUDES prime real estate with a practice grossing the same as
Pet Vet.
a. Jeff Sims and Steve Strickler are both set to help me get this info.
b. Talk to developers – Any large corporations looking to start out there?
3. Vendors: Derrick and I need to contact every vendor we can think of to put a fire under them on
potential practices THIS WEEK. We need to be able to analyze several clinics before we decide
on which one to offer on first.

Derrick, Sudeep, Kent:
1. Bankers: We need to decide what bankers need our financials and who to send them to. It does
sound odd to me that the banks need a letter of intent or offer on a practice before they can
determine any sort of approval. Seems pointless to make an offer if we don't know how to get
the money.
2. 7. Pocket Listings: We each need to spend a little bit of time on the internet plotting practices
in a given area to find those with older 1-1.5 vet practices ripe to sell. I bet we could split up a a
pie shape in 3 pieces and call a couple places.
a. Reps: Get us a list of practices in given counties?


1023.1 – Private Equity Groups

Dan Wilhelm
o: 972.591.7735
m: 214.704.1833
e: [email protected]
Caddo Lake Capital.
Las Colinas
He works with several potential groups including In Reach Capital

Jack Parks
Align Capital Partners
[email protected]
Vice President
214-780-0841 (o)
919-368-1841 (m)


1023.2 - QuickBooks Access & Right Networks

1. Log into Right Networks (which is actually a remote desktop connection)
using your username and password.
2. Log into the appropriate QuickBooks

Right Networks: See Private Excel File for Usernames and Passwords.

QuickBooks: See Private Excel File for Usernames and Passwords to the 3 QB Files

Security: first pet Answer: tvs


1023.3 – QuickBooks Attaching/Receipts to Transactions

Results Statement: To assure copies of receipts are electronically attached to QB
transactions. Paper copies of receipts/invoices can be thrown away

1. Scan the receipt and save it as a PDF or JPG and put it on the desktop (or somewhere you can do
a control-copy, control-paste.
2. Do a control-copy right click-copy on the file
3. Open the line item in the check register in QB
4. Double Click it to get to the check-writing screen.
5. At the top middle click the “attach file” button.
6. Click computer on the left.
7. Double Click on the drive that has “Data” or “Traditions…..database”.
8. Double click the folder named “attach”
9. On the keyboard push “Shift” and “Insert”. It should put the file in that spot.
10. That file will be on that transaction. To see it later double click the “Attach File” button on the
write check screen.


1023.5 – Remote IT Connection

Remote Connection Instructions
1. Search for Remote Desktop Connection
2. Once it opens type into the space and click connect.
3. A window will pop up for you to enter your username and password. See example below on
how to enter it. Then enter your password.

4. Another window will pop up regarding to security, click yes and check the box to the left.
5. You will now be connected to the server in your account. You will click on the folder at the
taskbar to see all the shared folders. The server does not have Microsoft office (word & excel)
on it.
6. You have access to Avimark and shared folder. You will not have Internet access for security
7. Be sure you click”X” when you are done with the server to close the connection.


1023.7 – Same Page Meeting – Owner’s Only

Results Statement: To assure continuous absolute core alignment of the Visionary and
Integrator Roles of the Owners at all time. The meeting will harness the
power of this unique combination. It also prevents the small gaps
between owners resulting in huge canyons to the rest of the

Primary Responsible Position: Owners

When: Monthly

Where: In-Person off-site from the organization’s own locations. In a
comfortable relaxed, un-rushed environment. Location should
stimulate an open conversation without pressures of time or other

1. Check-In:
a. How are you doing? State-of-Mind?
b. Personal and Business
2. Build Issues: Bring issues to the meeting
3. Plans and Solutions:
a. Identify (Dig deep, Pull string),
b. discuss (everything on the table but only once), and
c. Solve (for the greater good, full agreement, not consensus,
a wrong decision is better than no decision).
d. Make written action plans and programs.

What to Address:
 No End-Runs: When someone bypasses a manager by complaining not
to solve a problem, usually to the Visionary. At the end of a run of
complaining the question are always, “Are you going to tell ‘em or am I
going to tell ‘em? Because one of us needs to tell ‘em?”
 The Integrator is always the tie-breaker.
 Owners are employees when working IN the business
 Maintain mutual respect for other’s role: Trust and Openness is key.
There will be some friction between Visionary and Integrator. This is
the “charge” or “energy” that can be incredibly good. It’s a level of
confront, but with respect. If the friction goes on to long, it will build a
wall. It’s the owner’s job to constantly work to reduce this friction.


1024 – Shareholder Agreement

Notes from Steve Strickler and Mike Daly

 Distribution Policy
 Management Responsibility
 Owner’s Wages
 Economic Reserves


1025 – Team of Experts for Purchasing Practices

1. CPA
2. Attorney
3. Bankers or Investors
4. Appraiser for Real Estate
5. Appraiser/Valuator for Practice

Gary Glassman Consult 2/1/17–

 Opportunities: Probably IS a good niche for these smaller practice. Corporate plays 8-9 time
EBITA (reserves after vet owner’s pay). We probably cannot bid against them. It’s difficult for
anyone to buy a single doctor practice. Tough to find or replace that one doctor. Two doctor
practices doing 1-1.2 mil may easier without relying on the owner. They would fall just under
the radar on the big boys.
 Challenge or Plan: building a “back office” to run the machine in implementing changes in the
practice that improves it. This is our org board and delegation of responsibilities. HR and
Marketing that is centralized is great.
 Looking at practices with associate: Why did they not purchase it? Did the owner not offer it?
The associate immediately may leave because they are pissed. Gary has seen this happen. If
they associate does not have a contract or non-compete they can leave and set up shop across
the road stealing clients and staff like a flood gate. Questions to ask:
o Why did they not ask for associate to buy?
o Does that associate has a contract and non-compete?
 Finding Practices:
o Knock on doors.
o Networking by talking to colleagues, bankers, and distributors.
o Pick up a phone book. Plot practices and look at owner’s age, size of practice, etc. This
is what the other groups are doing looking at my practice. Gary has seen this happen
more than once. They would be easier sold, no broker, and not likely to look for OTHER
 Other opportunities: We may find an owner that does not want to sell, but wants us to do the
management for them. They could pay us a fee for that management. We could have the first
right to buy when they are ready to sell. I personally would feel that we should get a cut of the
INCREASED GI if we do this. This would really help us to build and staff our corporate entity full
of rock stars.
 Who do we need in place?
1. Banks or Financing Company: Figure out what we can buy.
2. CPA (values the practice vs. asking price, then negotiate). Gary can do this and does it
all of the time.
3. Attorney (organizes the purchase terms). Write letter of intent written by us or
attorney. Send to broker which may or may not be binding with deposit. Sale
 How long does it take?


o Standard transaction takes 3-6 months to complete. 3 months is pretty good. 6 months
means someone typically make it difficult. Brokers sometimes make things more
difficult. It would probably be better to find a place not represented by brokers.
o Since we are not practicing ourselves.We would be best served to keep the original
doctor stays in transition, at LEAST one year so it’s not so sudden.
 Financing:
o Bank of America and Wells Fargo are going to REQUIRE liens. They are too old school
and structured. They are way too conventional NOT to ask for liens.
o First Command, Live Oak, and Calico can probably do the deals without liens.
 Pathway Partners (in DFW) is Darrin Nelson (previously with Trupanion) and Shawn McVey all
with VGP (buying group I am involved with) Zoetis and MWI involved too. It’s over 2,000
practices in a VERY SHORT time. Gary is not sure how all of these big players have got in bed
together. There are BIG names in this group.
o Others coming to market place are using investment capital and want to buy the BIGGER
practices. All of these entities are looking for bigger practices than we want. They want
more meat on the bone and less risk. Buying a one doctor practice is very risky because
of how much it will change. It’s even more risky with the owners of these entities are
NOT vets. They don’t know what the heck to do when there is trouble. We do.


1029 - To-Do List for Transitioning a Practice – Month 1

Current Completed Upcoming

Urgency Week Item: Div : Responsibility LAC Plan

1 -2 to -4 Interview for new DVM’s 1 K & D Suarez, Smith (Tiff), No-Fail/Patrick
1 -2 to -4 Interview ED’s 1 D
1 -2 to 0 Offers to New DVM 1 Kent
1 -1 Offer Letter to Seller DVM 1 Kent
1 -1 Offer Letter to ED 1 Kent by May 17th
1 0 Signed offer letter from Seller DVM 1 Kent
1 0 Signed Offer Letter from New DVM 1
1 0 Signed offer received from ED 1 Kent By May 22nd
1 -2 Obtain Property Insurance 1 Kent Kent -Pay $1055, Derrick mail $527.50
1 1 Open BB&T Banking Accounts 1 K & D Derrick sign first, Robby 469-365-6004
1 -1 Staff Meeting Off-Site (No Fear!) 7 Kent Derrick to call Kent with Date – then sched
1 -1 Escrow Account Current for Financing 3 Derrick
1 -1 Bookkeeper & CPA contract/plan in place 3 K Contact Gary
1 -1 Setup Contract for TVS Hiring Director 1 K & D By May 19
1 -1 Create Strategy for Hiring Director to TVS 1 Kent See TVS Policies > Dir of Recruit & Hire
1 -1 Setup VPS/No-Fail Training forTVS Hiring 1 K & D Jami + 1-2 observers – $15K($3k/mo X5)

1 0 Setup New & Existing Vet Vendor Accounts 1 ED
1 0 Change Utilities to New Entity 1
1 0 Transfer Quickbooks Data 1
1 0 Get Bookkeeper QB Data Access 1
1 0 Get CPA QB Data Access 1
1 0 Setup Payroll Company 1

1 1 Create Google Adword Campaign 6 Derrick
1 1 Implement Free First Exams 6 Derrick
1 1 Promote Free 1 Exams on website 6 Derrick
1 1 Promote Free 1 Exams on Sch Eng’s 6 Derrick
1 1 Create acct 6 Derrick
1 1 Design/Improve Logo & Motto 6 Derrick
1 1 Facebook Poster In-House Training 6 Derrick/Alyssa/Tiff
1 1 Plan & Schedule Open House 6 Derrick & ED
1 1 Set up Yelp Acct (free) 6 Derrick

1 1 Create hospital Manual w (PPV’s)7 Kent
1 2 Train Staff on Asking 4 reviews 1 Kent
1 2 Train Staff on collecting/ent’g emails 1 Kent
1 2 Start ED Training 1 Kent

2 2 Start Monthly E-mail Promo Calendar 2 Derrick/Julie

2 3 AVImark Up-to-Date & Supported 3 Kent
2 3 Create Stat Log 3 Kent
2 3 Set-up IT – Remote access/Backups 3 Kent
2 4 Ensure DVM Trained & Productive 4 Derrick and Prev. Owner

3 4 Viva Transition Mailings Design/Plan 2 Derrick Contact Jeff to start plan

4 6-8 Implement Weekly Staff Meetings 1 Kent
4 6-8 Update website with new DVM/Staff 6 Derrick
4 6-8 Start Viva Brochure mailings 6 Derrick
4 6-8 Ext. Signage On-Order if needed 6 Derrick


1032 - Transition Steps for New Clinics

Results Statement: To assure a both smooth and efficient transition of ownership. This
transition is done in a way that does not disrupt the care of patients and
clients. It also is done in a way that improves the happiness of the
clients and staff of all entities.

Primary Responsible Position: Clinic Director

Participating Positions: Seller, Owners of TVS, ED of clinic, Vendors, and Utility Providers


Div. 1 – Management
 Hold “No Fear” Staff Lunch Meeting to introduce Owners, DVM 1-4 wks B4 closing
 Start ED training in specific order (See ED Phase Training Form) First 6 months
o Daily Deposits
o Key Distribution Forms
o Train- Communication Skills (SEAM, It Seems, What??)
o Dropbox, management shares, staff shares, Security, Etc.
o Org Board explanation and Hierarchy Chart
o Train – Stat Log & Use My Stats
o Weekly Checklist for ED
o Doctors Production Spreadsheet
o Payroll Processing
o ED Bonus Program and Spreadsheet
o Staff Bonus Program
o ED Position Agreement
o Fees analysis and increase
o Comm Center installed
o OIC Board Installed
o Scheduled weekly staff meetings
o Policies Manual updated and ordered
o Policies Manual overview at staff meetings (2-3)
 Edit main clinic policies and procedures to customize for practice Week 3
 Check Canned Estimates in Avimark, review for accuracy Week 2
 Work With Estimate Permission – Owners and ED only Week 2
 Print main policies and procedures manual for staff Week 4
 Schedule weekly staff meetings Week 4-6
 Staff Meetings to Implement Main Policies and Procedures Week 6-10
 Create a communication center – Mailboxes and/or lockers Week 6-10

Div. 2 – Activation & Internal Marketing
 Set up email addresses domain for ED, doctors, etc. Week 1
 Get local Client Care Coordinator named and trained on BestLocalR. Week 2-3
o Have him/her train staff on the script
 Each DVM, ED, Recept & Tech list their top 10 clients
 Each person will call their clients and ask for a review
 Make sure no client is on more than one list!

 Start using sign-in sheet on file for clients email and phone, and address Week 1
 Start using New Client ½ sheets to determine how the client found us Week 1
 Create Vet2Pet App Week 4+
 Establish monthly specials and schedule posts/notifications accordingly Week 2-4

Div. 3 – Finance & Vendors
 Set up Distributor account(s) – Henry Schein, Patterson, MWI 1-2 Weeks prior
 Set up: Electric, water, gas (if applicable), phones, internet, etc Week 1
 Get Quickbooks setup and local ED trained on it 2 weeks prior
 Set up bookkeeper Week 1-2
 Setup all Drug Company accounts – Merial, Bayer, RoadRunner, etc. 1-2 Weeks prior
 Transfer Credit/Debit card processor account 1-2 Weeks Prior
 Order any New Clinic Promotions that are appropriate for that clinic Weeks 4-8
o Talk to the other clinic ED’s and coordinate which drugs they use
o Place orders and divide up the drugs to each clinic
 Setup ADP account Week 1
 Check A/R of clinic, start collection service company 3-4 Weeks Prior
 Get security system & camera’s quote (if needed) Week 1

 Get IT quote for any new computers/server & network/phone drops (if needed) Week -1 to 1
 Get quote for Avimark software (if needed) Week 1
 Enroll in Avimark support and updates (if needed) Week 2-3
 Assign appropriate employees with individual alarm code & provide keys Week 2
o Private Key Distribution Form signed
 Create basic weekly stat log and procedure for ED Week 4-6
 Change Locks into three Levels: ED/Master, Dr’s (all but ED office) & Staff Week 1
 Order Wall-Mount Lock Box for Keys Week 4
 Create account Week 3

Div. 4 – Operations
 Create Doctor schedule for first four weeks Week 1
 Create staff schedule for first four weeks Week 1

Div. 5 – Quality Assurance
 Inspect the medical records for completeness Week 1-2
 Inspect the charges and adjust to appropriate levels based on demographics Week 1-2
 Go over current treatment protocols and change them to our standards Week 1-2
 Set up Weekly EDM Phone meeting with DVM(s) Week 3-4

Div. 6 – External Marketing
 Claim all internet business listings – Week 1
o Google, Yelp, YP, etc. and fill in appropriate info, photos, etc
 Start Google Adwords Campaign – Free New Client Exam ($500 budget) Week 1
o Promote free first exams
 Sign up for (BLR) Week 1
o Link social media sites
o Create “reward” for reviews (free exam for a friend, Free NT, etc)
 Have a logo designed (if needed) Week 1-4
 Contact Viva and order appropriate marketing materials Week 2-3
 Create/edit Facebook page Week 2-3
o Assign page admins
o Schedule at least 3 posts per week
o Have clinic employees “like” page and promote to clients
 Create GeniusVet Website Week 3-4
o Edit for ADA compliance
 Photograph clinic inside and outside for social media and online presence. Week 1

Div. 7 – Leadership & Vision
 Get State Sales Tax Permit 1 week Before
 Open local bank checking account for check and cash deposits Week 1
 Order QB Checks and QB Deposit slips for checking accounts Week 1
 DEA License of Primary Doctor with address of clinic Week 2
 Make new Business Entities 2 Months prior
 Get Insurance coverage ready 2 Months prior


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