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Financial Issues of ‘Flexible’ Partnership Models 19 th June 2018 Roger Morgan MBA FCCA 01258 451234 www.sandisons.net Legal & Financial Update © Sandisons Limited 2018

Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

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Page 1: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

Financial Issues of ‘Flexible’ Partnership Models

19th June 2018

Roger Morgan MBA FCCA01258 451234

www.sandisons.net

Legal & Financial Update

© Sandisons Limited 2018

Page 2: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

GP partnership principles

The key drivers of change

The evolution of the partnership model

Managing the finances within new structures

Building ‘flexibility’ into the structure

Partnership – Your Flexible Friend

© Sandisons Limited 2018

Page 3: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

General Practice Forward View 2016

“The historic strength of general practice is being weakened by the relative under-investment in general practice that has occurred over the past decade”.

#GPforwardview – page 11

Page 4: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

General Practice Forward View 2016

“The model of independent contractor status and partnership has proved a valuable foundation for general practice”.

#GPforwardview – page 23

Page 5: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

5000 additional GP’s

Carr-Hill formula to be reviewed

A new funding formula to better reflect practice workload

A 14% real term increase in funding

Raising the proportion of investment into general practice to over 10% of healthcare budget

GP Forward View Fails

© Sandisons Limited 2018

Page 6: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

Independent review of partnership model

Reluctance of young GP’s to become ‘Partners’

Risk/Reward ratio

Richard Vautrey – ‘lots that can be done to modernise the partnership model, including providing flexibility for GP’s working as partners’

Questions over the partnership model

© Sandisons Limited 2018

Page 7: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Page 8: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

Parity

Balancing of sessions/commitment

Equal/proportionate profit shares

Equal/proportionate working capital

Equal/proportionate ownership of assets

The classic partnership model

© Sandisons Limited 2018

Page 9: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

Golden hellos with lock in periods (3-5 years)

Escalating pay rises after years 1,2 and 3

Loyalty bonuses / golden handcuffs

Annual bonuses based on performance

Incentivise to take a greater role in practice affairs

Offer roles as clinical leads, trainers, QOF leads etc

Salaried GP’s – Incentivise and Retain

© Sandisons Limited 2018

Page 10: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

Basic Pay for ‘Basic Role’

Say £8,500 + MDU per session – for basic role

Define the ‘basic role’ – patients per surgery etc

Emergencies – in practice or house visits

Telephone advice / medicine management

QOF / enhanced service work

Research / Document work flow

Salaried GP’s – Basic Service Pay Scale

© Sandisons Limited 2018

Page 11: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Apply the same thinking to Partners

• New Models – New Thinking• Basic partnership structure – no change• Level 1 - effectively salaried (fixed profit share)• Level 2 - non-property Partner• Level 3 - non-property, low capital Partner• Level 4 - full proportionate partner• Level 5 – full proportionate partner +++

Page 12: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2016

Page 13: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Financial Problems That Follow

• Merger • Super Partnerships• Federations • Maintain independence but form

alliances to deliver ‘at scale’work

Page 14: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Key Problems of Scale

• Corporate Governance

• Loss of Financial Control

Page 15: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Old Partnership Model Needs to Change (Flex)

• To allow for demands of scale• To reflect the reality of the new

model• Equality/Parity/Proportionality –

the old drivers• Flexibility and Fairness –

the new drivers

Page 16: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Financial Areas to Address

• Profit Shares • Premises• Working Capital• Areas of responsibility• Levels of commitment

Page 17: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Profit Shares

• New Models – New Thinking• Basic partnership structure – no change• Large scale structure – more corporate• Adjust profit shares to reflect working

capital, additional responsibilities and..• Levels of commitment

Page 18: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2016

Page 19: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Key Principles

• Don’t overcomplicate it• Tax Out• Use corporate principles• Optimise scale• Retain partnership flexibility• Broaden the skillset – non GP’s as well• Reward commitment and loyalty

Page 20: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

The Big Issue(s)

• Buying in - Premises• Buying in – working capital• Wish for a ‘portfolio career’• Workload – home commitments• Retaining long standing GP’s• Avoiding ‘Burnout’

Page 21: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Premises

• New Models – New Thinking• Basic partnership structure – no change• Large scale structure – more corporate• No automatic change of ownership on

retirements/partner change (watch out for tax consequences)• Sale and Leaseback possibilities

Page 22: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Working Capital

• New Models – New Thinking• Basic partnership structure – no change• Large scale structure – more corporate• Set core fixed level of Working Capital (use

bank overdrafts to cover fluctuations)• Current year profit retentions held until

cashflow permits release• Retentions to reflect levels of commitment

Page 23: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2018

Think outside the box

• Address individual concerns• Be fair• KISS (as much as possible)• Balance risk/reward• Enjoy taking ownership• Enjoy ‘teamworking’

Page 24: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2017

Partnerships – and the Corporate Mindset

• The larger the structure the more unwieldy• A more corporate outlook required• Delegated authority to management specialists• Overseen by partners/owners – but hands off• Financial control and management needs to be

restructured too• More risk? Less risk?• How will this work out at partner level?• Difficult choices to be made

Page 25: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2017

Primary Aim

• Build the structure to achieve the aim• Governance• Workforce• Financial• Plan the future

Page 26: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2017

Management Structure at Scale

• ‘How’ will you manage the business• ‘Who’ will manage the business• Split sites – how will that be managed?• One partner – one vote is unwieldy• Delegated authority = concentration of power in

hands of fewer partners• Trust…..

Page 27: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2017

Merger Problems

• Premises• Loans• Harmonisation of earnings• Transfer of contract – partnership risk• Cultural issues• Costs of merger process (time and money)• Merging for the wrong reasons• Difficult to unwind

Page 28: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2017

Merger Problems - Premises

• Valuation?• Loans• Risk• Last man standing going forward• Leasehold premises – who is on the hook?• Leasehold premises - dilapidations• New lease – SDLT issues?

Page 29: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2017

Merger Problems - Legal

• Get INDEPENDENT advice• Do you need a pre-nup?• New partnership agreement• Liabilities brought forward?• TUPE• Leasehold premises - dilapidations• New lease – SDLT issues?

Page 30: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2017

Managing Finances ‘At Scale’

• Dedicate sufficient resources• Online accounting • Keep up-to-date• Know where you stand on income• Keep control of your overheads• Prepare a budget• Regularly review performance against budget

Page 31: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

© Sandisons Limited 2016

Page 32: Roger Morgan -Flexible Partnership Models and Financial Issues€¦ · Premises • New Models – New Thinking • Basic partnership structure – no change • Large scale structure

DisclaimerThese notes have been prepared for the use of delegatesat the VWV practice management conference held on19th June 2018. They are not a substitute for detailedprofessional advice either for those delegates attendingthe presentation or any other person who may read thenotes. No responsibility can be accepted by the speakeror Sandisons Limited for the consequences of any actiontaken or refrained from being taken as a consequence ofreading these notes or attending the seminar for whichthey were prepared.

© Sandisons Limited 2018

© Sandisons Limited 2018