Wednesday, September 14, 2016

Buying a Dental Practice and Wondering if Overhead was Adjusted Properly?

There’s a great thread on about why buyers should NOT pay for potential and projections. Part of the discussion revolves around normalizing cash flow, particularly the overhead of the practice. This prompted me to write a blog post to help potential buyers evaluate a seller’s cash flow specifically with overhead.
Over the past 25 years or so, as I’ve assisted buyers with managing their due diligence, assessing the asking price, and improving the performance of the practice, I’ve witnessed how the overhead assumptions used to normalize cash flow can drive the price that sellers ask for their practices.
 I’ve compiled a list of common overhead expenses categories and some of the issues we’ve uncovered over the years. Buyers need to consider how various expenses might be impacted when they take over and how these expenses may have been adjusted for cash flow purposes. Keep in mind that many professionals  (broker, CPA, seller rep, sometimes the seller themselves, or anyone charged with the task of determining a practice's asking price) who are trying to normalize cash flow, may not have known about these issues with the expenses they adjusted or simply didn’t take the time to understand how their adjustments might impact other expenses.  After all, their primary responsibility is determining an asking price, NOT performing due diligence. That said, we know there are some professionals who will use overhead as a way to increase cash flow and therefore price. One way to accomplish this is by reducing overhead by adjusting (reducing) certain expense categories to “industry norms”. While the reduction in certain expenses may be valid and logical, unfortunately, we rarely see expenses adjusted by increasing them to “industry norms” which should follow the same logic.
The items below should assist a buyer when evaluating a practice’s overhead and how that overhead might change under their control and how “industry norm” adjustments might impact price. At the very least this will help them to know the appropriate questions to ask.

-          Accounting/Professional Fees:
Reducing this to “industry norms” may not take into account a CPA firm which also does payroll, maybe full-service bookkeeping, etc., a buyer may have to pay for the payroll processing and bookkeeping, therefore,  automatically reducing this may be an oversight.

-          Advertising:
 If a seller’s cash flow has little to no advertising, a buyer has to ascertain whether or not they will need to add this expense in order to properly maintain the seller’s existing patient base with an increased flow of new patients. Many professionals overlook this as a necessary expense and will sometimes reduce it to “industry norms” for a FFS practice when that’s how the FFS gets its patients. So make sure you understand the appropriate level of this expense.

-          Computer Maintenance & Expenses:
Many times we see old practices that haven’t been computerized and this expense is missing completely from their cash flow. With today's technology, it makes absolutely NO sense to operate any business, including a dental practice without computers, software, and other technology. Buyers must determine how much they need to budget for this expense as part of their overhead.

-          Contract Labor/Temp Help:
Many times when a practice pays an associate as an IC, the seller will categorize their compensation to this category. However, they may also use this category for temp assistants, temp hygiene, and maybe other necessary vendors. Sometimes, a professional will eliminate the entire expense assuming it is all associate related. A buyer needs to ask for details, maybe general ledger details, and/or associate 1099s.

-          Insurance:
Many times, professionals fail to adjust (increase) insurance expense for some of the additional insurances that lenders may require to provide a loan to buyers.

-          Office Expense and Supplies:
The industry norm is around 1%-1.5%, many times if its more than that, the professional will reduce this expense to industry norms without any consideration for what the seller may be including in this category. We’ve seen the following expenses coded as office expense and supplies: payroll processing, merchant services, software maintenance and monthly PM software fees, employee expenses like bottled water, telephone expenses, cable/internet, janitorial, dental supplies, repairs & maintenance, etc. Buyers need to see the details and determine if the adjustments the professional made are valid.

-          Office Rent:
This is primarily an issue when the practice owner also owns the space. We see some professionals completely overlook this missing expense or choose a very low rent assuming the buyer will buy the space or include the mortgage payment as the “normal” expense. We believe to maintain separation of the practice value and the value of the real estate, the normalized cash flow MUST include a fair market rent and related expenses that an arms-length tenant would pay. Buyers need to know what the fair market rental rate is, even if they’re buying the space.

-          Repairs and Maintenance:
We’ve seen situations where the seller is very handy and will do their own repairs to equipment and the space or, repairs and maintenance was included in dental supplies of office expenses that have been reduced to industry norms. Unfortunately, everyone can’t be a handyman & therefore, if a seller’s cash flow has very little repairs and maintenance, the buyer needs to understand why and include an amount for this, especially if it’s been eliminated from other categories.

-          Taxes:
If your locality assesses personal property taxes on the value or cost of equipment, many times the assessed value of a seller is very low or nothing. A buyer needs to understand this and determine how much they’ll have to spend due to state or locality regulations.

-          Dental Supplies:
Here’s another category where professionals like to reduce it to “industry norms” without looking at the details to see if they should be doing this. We have seen practices combine their lab expense, office supplies, repairs and maintenance, etc. in dental supplies. For example, many supply vendors will issue their monthly invoices that include dental supplies, repair services and\or contracts, computer services and software and even equipment. Unless sellers are careful to allocate these invoices to the various categories, it winds up in dental supplies. The professionals simply miss this fact and reduce dental supplies to industry norms blindly. Also, if the practice uses a CADCAM/milling  machine this will also explain “higher than normal” dental supplies, so you have to look at this area closely.

-          Lab Expense:
As noted above, we see situations where the professional has lowered dental supplies that include lab to “industry norms” and fail to INCREASE lab expense to an appropriate level. We’ve also seen situations where practices may use an in-house lab or employee, or maybe the doc creates some of their own “stuff” which makes this expense  low for them, however, the buyer may not be making their own cases or choose to use an outside lab they’ve been using.

-          Wages:
 Here’s another area where many professionals fail to look behind the total wages to learn more about who’s getting paid & why. This is why we want to see the W-2s, to see how much is being paid for assistants, hygiene, front desk, and admin. We’ve seen situations where professionals will lower the wages to “industry norms,” then, when we get the W-2s we see they have the cleaning person and/or bookkeeper on payroll. These are expenses the buyer will likely need yet the professional has eliminated them to industry norms.

-          Capital Replacement (replacing old f&e):
Here’s an area where we rarely see professionals ADD expenses to accommodate the need of a buyer to replace old equipment that’s either on its last leg OR is simply too old to even be used in dentistry.

-          Telephone/Utilities/Internet:
While we don’t see many issues with these categories, they should still be looked at for reasonableness…we’ve seen reductions for “estimated” personal cell phone usage that’s too high or reductions for “assumed” home phone or internet connections and we find out they are legit office expenses. We’ve also seen sellers use utilities for all three of these expenses, and the professional will reduce utilities to “industry” norms without looking at the details and asking the seller about them.
As a buyer, you’re getting ready to go on the hook for hundreds of thousands of dollars of debt for a business. Don’t hesitate to ask for details of certain expense categories to see what the seller has been paying or to understand why a professional adjusted them.
You, the buyer, are responsible for doing your due diligence on the business you’re buying, you better know exactly what it is you’re buying. That doesn’t mean you have to go into overkill and stuck in  paralysis by analysis, however, unless you do this sort of work every day, you won’t know what to focus on or what to move beyond.
Hopefully, this serves as a guide to those looking to buy a practice on how to evaluate the overhead of a practice and understand why normalization adjustments were made, if they should have been made and should different adjustments should still be made.

About Tim Lott
Tim Lott, CPA, CVA has decades of experience working with dentists at all stages of their careers. He is a regular speaker at study clubs, societies, and dental schools. Tim is a frequent participant and a moderator on You can reach Tim at or any of the other dental partners/principals at (800) 772-1065 or For more blogs, visit our Dental CPAS blog page.  

Wednesday, September 7, 2016


We’ve completed the process of compiling our dental practice financial statistics based upon 2014 & 2015 data and the results show very little change compared to five years ago.

Remember, the US economy went through a downturn beginning in late 2008 which lasted probably through the majority of 2012. Therefore, the 2010 results included some of those down years and compared to 2005 we saw some interesting changes, likely due to that downturn. However, many practices began to rebound sometime in 2012, and we saw significant upticks in some practices in 2013, 2014, & 2015. We were curious to see how this would impact the financial statistics for dental practices.

We also know that over the past five years there’s been even more technology that practices are buying and using whether it’s their dental equipment, office equipment, computers, software, and even outside service providers (to handle calls, etc.). While we were a little surprised to see that overall, the changes were minor, we’ve summarized our findings below and provide commentary as to why we think some changes occurred.

     1.     Revenue:

The mix of dentistry to hygiene production has increased slightly in favor of the doctor, with a ratio of 3.1:1 as opposed to 3:1 five years ago. We expected the ratio to be even higher with practices adding implants, invisalign, other ortho, sleep dentistry, etc., however, we didn’t see a big increase.

The surprising statistic is the adjustments or write-offs. Five years ago the “average” practice was writing off 19% of their gross production, and it’s decreased to 14.4%. With all the talk about everyone joining PPOs, especially with the downturn years, we expected that to increase. That said, we’ve also seen an increase in the number of practices that have been maturing and attempting to reduce their PPO participation. Many practices have implemented in-house membership plans to battle the PPO participation urge. In-house membership plans will show a write-off percentage in the 10% neighborhood. It’s also possible and likely that more practices are opting to report their GROSS production based on their PPO reimbursements instead of the UCRs…that’s unfortunate.

We also see a positive increase in the ratio of hygiene production to hygiene wages of 3:1, up from 2.7:1 back in 2010. This increase is likely to the impact on hygiene wages that were forced down in many parts of the country due to the economy and practices doing a better job of making sure their hygiene departments are operating as efficiently and productively as possible.

      2.     Labor:

There wasn’t much of a change overall. If anything, we saw the lower end of the total labor cost range dip down to 25% and as high as 29% In some cases.  The average is still around 27%, and that includes wages, payroll taxes, retirement plans and other benefits. Hygiene remains around 8-10%. However, assistants actually came down a little on the top end, from 9% to 8% while front desk wages bumped up on the lower from 5% to 6%.

     3.     Facility Expenses:

There was no change in the facility costs and rent expenses. They both remained similar to 2010, 6-7% overall facility costs and 5-6% for rent expense.

     4.     Lab and Dental Supply Expenses:

These categories are beginning to show the changes in technology and additional procedure offerings. Whether it’s the use of CADCAM equipment or adding implants to the procedure mix, we think we’re seeing the changes. Dental supplies were at 4-7% back in 2010, and we’re seeing them around 6-8%, again, the cost of implants, maybe some milling supplies and even some practices doing more endo. Lab was 5-8% back in 2010, and the top end has dropped down to 7%. Practices manufacturing their own crowns will see the drop in lab and practices doing larger cases without a milling machine could see their lab hit 10-12%.

     5.     Other Costs:

In total, other costs went from 8.8% in 2010 to around 10% in 2015, a slight increase of 1.2%. We see an uptick in advertising and marketing to 2% on average, up from around 1.5% and 1.5% for collection expenses, like carecredit and merchant services, up from around 1.2% back in 2010. We also see more use of outside service providers like call centers, providers offering in-house membership, patient reminder systems, website SEO services, etc. which is likely driving the increase in some of these other expenses.

In summary, total overhead went from 48.8% in 2010 to around 51% in 2015. Keep in mind, this is based on gross production, we also provide the stats based on net collections for those practices that record their production based on PPO fees, NOT their UCR fees.

So overall I’d say the changes from five years ago have been nominal, yet there are a few areas like revenue, production, and clinical costs that are showing signs of “changing with the times” and for the better no doubt.

Tim Lott, CPA, CVA has decades of experience working with dentists at all stages of their careers. He is a regular speaker at study clubs, societies, and dental schools. Tim is a frequent participant and a moderator on You can reach Tim at or any of the other dental partners/principals at (800) 772-1065 or 

Wednesday, August 24, 2016

Protecting Your Goodwill

The most valuable component of the price of a dental practice is the portion allocated to “goodwill.” Goodwill represents the intangible assets of a business—the difference between an established, successful business and one that has yet to achieve success. In an established dental practice, goodwill consists largely of the name, reputation, and skill of the dentist and team, which have led to a strong, loyal patient base and consistent inflow of new patients. For the buyer, goodwill greatly increases the likelihood of continued cash flow from retention of that patient base and from new patients.For you, the seller, preservation of the goodwill of your practice is paramount to a successful transition. 

Keep on Building Goodwill

In order to assure that you retain goodwill not only prior to selling but also through the critical transition time during and after the sale, you should maintain your reputation and good name within the practice and community at all times. Through the transition process and even afterward, remain involved in study clubs, the local dental association, community organizations and volunteer groups such as Rotary. This not only will help ensure that you receive proper compensation for your years of practice building, but also that your buyer receives full value. Even after you retire, positive support and praise for the new dentist (such as in social settings) will go a long way toward continued retention of  patients in the new practice.

Choose the Right Broker

Working with an experienced and ethical transition broker is also invaluable in preserving goodwill and value. The right broker will perform a legitimate appraisal and value the practice in a manner that reflects the true anticipated cash flow following the sale, rather than telling you what you may want to hear and subsequently luring a buyer into a bad deal that destroys goodwill. The right broker will also work to find a buyer who is an appropriate fit for the practice, one whose abilities, ethics and practice style match your own, preserving your reputation and the reputation of the practice. Additionally, the right broker will guide the entire process, working with lenders, accountants, and counsel who are knowledgeable in dental transitions. The right broker will also work toward the ultimate goal of having a satisfied seller and buyer, preventing negative interactions that can sometimes occur when working with an inexperienced or self-serving advisor.

For more information, visit 

Thursday, July 14, 2016

Buyer Beware – Practice Prices Based on Rules of Thumb

We’ve recently seen an uptick in practice purchase/sale transactions involving specialists such as endo, oral surgery, perio, and prostho. Obviously, the vast majority of practice purchase sales we see are general dentistry because the vast majority of practices out there are general dentistry.

A common problem we’re seeing when reading through reports prepared by brokers for these specialty practices to determine selling price is using general dentistry rules of thumb to determine that price.

Here’s what I mean:

One very common rule of thumb as it relates to the selling price for a general dentistry practice is that statistically, the “typical” general dentistry practice will sell for between 60-75% of the practice collections. I know, some will use 80-85% as the top end of the range and even bump the bottom number to 65-70% when using this as a valuation method, at the end of the day it’s still a statistic, a rule of thumb, NOT a valuation method.

The problem we see in some of the reports used to establish the price for these specialty practices is that they’re using the general dentistry statistics of 60-75% to determine the asking price for these practices, and these are NOT general dentistry practices.

You see, most specialty practices are uniquely different than general dentistry practices in that their revenue is derived AND dependent on referral sources from other professionals. Rarely will a specialty practice’s location, name, signage, telephone number or website be the driving force behind their revenue like you’ll see in many general dentistry practices.

Practices, where revenues are driven by referral sources, present a higher degree of risk to any buyer of these practices since these referrals rely mainly on personal relationships with the selling doctor, especially when the practice has only ONE doctor/owner or a part time associate. IF it’s a group practice where the buyer is buying in to an interest of less than 100%, some of that risk is mitigated since there are other doctors/owners who are still working and can retain those referrals and assist in transitioning those referrals to the buyer.

Because there is a higher risk with retaining these referrals and transitioning the personal relationships from seller to buyer, the capitalization rates used to value profits are generally higher than you’ll see for general dentistry practices. Or said another way, the multiples of profits are generally lower for specialty practices compared to general dentistry practices.

Therefore, using general dentistry statistics or rules of thumb to determine the asking price of a specialty practice that depends on referrals will almost certainly provide a false or misleading number in terms of the value of the practice.

So for those specialist buyers out there looking to purchase a practice, just beware of this and make sure you do your own assessment of the practice financials to determine if the asking price is reasonable.

Written by Tim Lott, CPA, CVA. For more information on our services, please feel free to contact one of the members of the Dental CPA team by calling 844-DENT CPA or emailing

Thursday, July 7, 2016

What Percentage of the Purchase Price should be Allocated to Goodwill?

I see this question frequently, and occasionally I get asked this question from potential buyers. I see claims made by sellers’ advisors that goodwill should be at least 80% of the total purchase price or worse, they suggest that anything lower than 80% will draw the attention of the IRS. This is just plain FALSE!

I hate to break the news to all the folks who believe that there are “standard” percentages that should be used, there aren’t! In fact, I often define goodwill for my buyers as “the difference”. That’s right; goodwill = the difference. Here’s what I mean by that.

Let’s assume you have two practices, each 4 Ops with nearly identical equipment and it’s valued at $150,000. Let’s also assume they’ll have the same allocation to the covenants of $5,000 and the only other remaining assets that need to be allocated are dental supplies and goodwill. Practice A has revenue of $1.5 mil and is selling for $1mil while practice B has revenue of $750k and is selling for $500k. Here’s the proper way to go about allocating the purchase price:

                                                            Practice A                      Practice B

Furniture and equipment                  $150,000 (15%)                  $150,000 (30%)
Dental Supplies                                     20,000                                  10,000
Covenants                                                5,000                                   5,000
Goodwill (the difference)                 825,000 (82.5%)                   335,000 (67%)

You’ll note that goodwill is listed last as it should be the last item that is assigned a value. That’s because every other asset above it should be relatively easy to value and after you’ve agreed upon the values of them, the difference goes to goodwill. Furniture and equipment can be appraised, and dental supplies can be estimated based on practice revenues. You might even see allocations for other items like net contract receivables, consulting agreements, leasehold improvements, patient charts, etc. in every case, a value should be assigned to those assets FIRST then the remainder of the purchase price is allocated to goodwill, LAST!

Technically you’ll see the definition of goodwill, an intangible asset, as the excess amount paid for a business over & above its tangible and other asset values. In my world that’s the same as saying “the difference,” it’s that simple. Statistically speaking I would agree that with the “typical” dental practice sale, 75-80% of the allocated purchase price is usually goodwill, but it’s just a statistic, that’s it.

So don’t get sucked into someone else’s world when they tell you “goodwill should be at least 80% of the purchase price of a dental practice” and any other allocation will draw the attention of the IRS. If you hear a seller’s advisor say that then you know they’re NOT being truthful with you and you have to begin to wonder what other statements they’ve made that aren’t truthful.

Written by Tim Lott, CPA, CVA. For more information on our services, please feel free to contact Tim or one of the members of the Dental CPA team by calling 844-DENT CPA or emailing