Tuesday, December 21, 2010

Should Dentist Buy-In as a Partner or Purchase Solo Dental Practice?

Let me start off by saying the decision can only be yours and if the numbers are similar from a cash flow perspective it'll come down to whether you believe working alone is better than working with a partner. If it's all about the numbers here are my comments:

Practice #1- Rural setting- father/son practice. Father has been practicing 30 yrs. last 10 yrs have been working 2.5 days a week with 3 months off. The son has been there 12 yrs and works 4 days (7hr days) a week with 7 weeks off.

I would be buying the father's percentage of production. Purchase buy-in would be around 225000.

Does that make you a 50% owner? If so and that means the practice was valued at $450k, does that fall within a reasonable range of value? Based on the revenue it seems to be.

They refer all ortho, implants, and most 3rd molar surgery.

What does that mean? Are these the procedures you do? Any other procedures you do that they don't?

Roughly 3000 to 3500 patients.

Maybe in charts. If their average hygiene time is 45 minutes or more you're likely looking at approximately 1,500 "active" patients. What's the breakdown of the $900k in revenue between hygiene and dentistry? New patients per month?

They do no marketing, no website, and really pretty comfortable with the situation.

So how many new patients do they get and where do they come from? Do they participate with PPOs? If so, what percentage of the practice? Why don't they market? Only game in town?

The son is open to expanding but doesn't want to work anymore than he already is.

What’s the reason to expand? Are you talking space or both space and hours?

Compensation is paid out at 40% collections and then split any profits left after expenses paid.

How are profits split? Ownership? Collections? Hybrid method? Is hygiene separated out and split differently?

6 ops and runs around 50-55% overhead. Office produces around 900000 a year.

The overhead looks good and about right for a multi-doctor practice.

Practice #2- rural setting as well. Solo practice- 11 years- 4 days a week with 4-5 weeks off a year.

Why are they selling?

Office does most aspects of dentistry ie cerec, soft tissue laser, hard tissue laser, some ortho, most endo, most OS, and runs a very efficient practice with 5% marketing budget. I am able to do implants, some ortho, and most 3rd molar ext.

Do you do the same? What kind of marketing for $37,500 per year?

Booked 1-2 weeks out. 1500 active patients. 4 ops. produces around 750000 a year with about 65% overhead. Building is also for sale

I’d say no more than 1,000 "active" with only $750k in revenue. Again, of the $750k, what's hygiene and what’s dentistry? New patients per month? PPOs or FFs? Why is OH 65%? What's higher than average and why?

Practice would be sold for 500,000 and he would be willing to finance office purchase if I want.

Will they finance the practice AND building or just the building?

Which one is better?

From what perspective? Purely from a numbers perspective there's not enough information.

I only hear negatives about partnerships but this particular opportunity seems better than most.

I hear negatives about marriage from divorced people also...and occasionally from married people

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Tuesday, December 14, 2010

Dentist Disability Insurance Premium Question

We are considering adding a disability insurance policy for the doctor and practice. Do you have a company that you have had a positive experience with? Thanks for the help!

It is a crap shoot. If the average premium was $5k/yr over the 40 years, $200k in deductions, therefore, at 40% saved $80k in taxes vs. getting disabled, receiving $140k PER YEAR generating $42k in tax (assuming 30%) and you'd eat into your $80k savings in 2 years.

Personally, if I become disabled, the $2,000 per year tax savings isn't worth the annual tax cost of $42k if I become disabled.....that's just me.

I have a client who's been collecting $140k disability per year, tax free, since 1986...I can't remember how many times he's thanked me for advising him NOT to deduct those premiums.

On the strategy of reimbursing after the years premiums are paid, I also believe that's a crap shoot. It may not have been challenged yet under audit (I've not heard of any cases), maybe because it hasn't been found (after all you have personal checks to vouch you paid personally, right?) If it gets caught AFTER one becomes disabled....that annual benefit will be a HUGE incentive for the IRS to attack that strategy. That's a headache I don't want if my family is relying on ALL that tax free income.

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Thursday, December 9, 2010

Should General Dentist Consider Opening a Second Office?

How many GP's have two offices? I know this is very common for specialist, but not so much for GP's.

I am flirting with he idea of doing a second start up with a partner. We both have our own practices, mine open Tuesday-Friday 10 hour days and his is Mon-Thurs.

My first start up will be two years March 2011, and has been very successful. It would still be my primary office. This second start up would ultimately be for an associate to run. Hopefully an associate that would want to become a future partner. We were thinking of initially opening 3 days a week, I would do Mondays, he would do Fridays, and we would alternate Saturdays.

I think worst case scenario is having it take 6 months before it could support an associate. That would mean I would be busting ass...alternating between two offices and working 5 days a week one week and 6 days a week the next. Dentistry is very demanding and that pace would be pretty grueling to say the least.

Thoughts? Comments? Experiences?

Good luck. A few can be successful at this WHILE maintaining the success of their existing practice.

Most of the clients we've had that did this lost focus on their existing practice and it began to falter. Unless your current practice is running on all 8 cylinders AND can continue to do so while you begin focusing your efforts elsewhere, be prepared to spend a year getting your current practice back in shape after your done giving the other practice all of your attention.

Point: don't lose focus on the practice that's paying the bills and feeding the family.

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Tuesday, November 30, 2010

Dental Office Mortgage Questions

I am looking to refi/modify my current office mortgage. I have $441,000 left at 6.4% for 15 years. The same bank will modify the terms to 10 years at 5%, but they want a $5000 fee. I was wondering what types of rates others are currently being offered. Any help?

Can you clarify? Is this a mortgage against the real estate your practice operates from OR is this a practice loan you started or bought the practice with? Some people use the term "mortgage" pretty loosely.

The loan is for the office building only, it has gone up to 6.4% and was a construction loan turned mortgage. I am using a local bank and they offer only 5 years fixed after which it can go 2.75% above the Federal home loan bank of New York rate. Currently it has gone up to 6.4% which I thought was very high with interest rates so low. I called them and they offered to lower the rate to 5% and shorten the term to 10 years (my request) but they want a $5000 fee to do so. I feel the $5000 is excessive to just modify the loan but I was wondering what other banks were offering for commercial mortgage rates. The office building is assessed at $585,000 and we owe $440,000.

So they're charging you a little over one point to modify the note. On one hand, you'll be saving a ton of money which will more than offset the $5k; however, doesn't hurt to ask them what's behind the $5k. Why so high? What are their costs in modifying the note? The higher cost now MIGHT be in lieu of a pre-payment penalty OR to make up for some of the "loss" they're taking on reducing their rate from 6.4.

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Wednesday, November 17, 2010

Scratch Dental Office - Is the Profit Margin Too Low?

I am in my 4th year of a scratch startup and the practice's collections are on track to reach $1.2 mil this year.

YTD the profit margin is only 16%.

I'd say 10-15% AFTER "normal" comp for the doctors.

I know the Levin Group says it should be 38-40%.

That's what a SOLO doctor NETS after their overhead; you might be comparing apples and oranges.

The office manager is my wife and doesn't get paid anything except part of my salary.

You should factor in a cost for her when arriving at your OH % if you're going to compare to other practices or general statistics.

We are a heavy PPO/Medicaid practice with 84% of our patients with insurance.

This will usually create higher percentages across the board as your collections will be lower as a percentage of your GROSS production.

Here are my individual expenses:

Staff Wages/Payroll Taxes/Associate Pay 49.3%

What’s the percentage without the associates component?

Facility 4.5%

Dental Supplies 8.8%

Lab Fees 2.7%

That’s low and maybe why your expenses percentages are higher. Your more expensive procedures might be lower compared to the typical practice.

Advertising 4.9%

Office Supplies 1.2%

From what I've understood the staff wages/payroll taxes/associate pay should be 22-27%

Correct. Forget what it MIGHT be with an associate. That runs a wider range.

Office Manager ... included with my salary

Front desk $14/hr

Floater Assistant/Front Desk $16/hr

Expanded Assistant $19 / hr

Expanded Assistant $ 22.25 / hr

Expanded Assistant $ 21 / hr

Expanded Assistant $16 / hr

Hygienist $29 / hr

Hygienist $29 / hr

Hygienist $29 / hr

Hygienist $34/ hr

Front Desk $16 / hr

Dentist #2 $500 / day or $83.33 per hour

If you weren't married would you even need an OM?

Now, this doesn't leave a whole lot of money for me. I'm not doing horrible, in fact I'm probably doing just as well as most associates plus I only see patients 24 hours a week. I have every Friday off and I've just taken my 6th full week of vacation this year so I see the good side of things. I just think with some good management things could be even better. Thanks for any advice.

Here is the complete Expense Report:


Expense


4000 • Personnel Costs


4010 • Staff Wages 31.71%


4020 • Payroll Taxes 8.71%


4050 • Contract Labor 0.73%


4070 • Associate Wages 8.13%


Total 4000 • Personnel Costs 49.28%


4100 • Facility Costs


4110 • Rent 3.04%


4120 • Utilities 0.79%


4130 • Telephone 0.38%


4140 • Cleaning & Maintenance 0.2%


4150 • Building Repairs 0.1%


Total 4100 • Facility Costs 4.51%


4210 • Dental Supplies 8.76%


4220 • Laboratory Fees 2.69%


4230 • Office Supplies 1.22%


4240 • Interest Expense 1.99%


4250 • Advertising 4.88%


4260 • Bank Service Charges 0.55%


4270 • Gifts 0.08%


4280 • Legal & Professional Fees 0.4%


4290 • Liability Insurance 0.52%


4310 • Postage and Delivery 0.13%


4340 • Uniforms 0.06%


4360 • Depreciation Expense 3.29%


4370 • Sales Tax 0.03%


6560 • Payroll Expenses 0.17%


6570 • Payroll Fees 0.03%


Total Expense 78.58%


Net Ordinary Income 21.42%


Other Income/Expense


Other Expense


4410 • Doctor's Salary 3.63%


4420 • Doctor's Payroll Taxes 0.29%


4470 • Professional Development 0.23%


4480 • Malpractice Insurance 0.03%


4490 • Licenses 0.09%


4520 • Meals & Entertainment 0.44%


4530 • Dues and Subscriptions 0.1%


4540 • Charitable Donations 0.04%


8000 • Ask Accountant 0.23%


Total Other Expense 5.07%


Net Other Income -5.07%


Net Income 16.35%

Some of your expenses percentages don't make sense:

For example, payroll taxes generally aren't much more than 8% of gross payroll. Between staff and associates you show wages of 39.84%. So based on collections of $1,200,000 your wages s/b approximately 478,000 and 8% of that is $38,000, which should be the payroll tax cost for JUST those wages. $38k of $1.2mill is 3.2% and you say they're 8.71%? That's about $60k higher than I would expect. What else are you putting in there? Is the 39.84% NET or gross wages? Also, do those payroll taxes include yours? If so, that could explain about 1%.

I'd start with the 78.58% and eliminate the associate and their payroll taxes (call it 9%), remove the interest & depreciation of 5% and now you're at 64.58%, a little more in line to the 57-60% we see, still high by say 6%. Supplies is high by 2%, advertising and marketing high by 2%, staff wages if gross are too high by at least 4%, payroll taxes are off the charts for some reason, some may be your payroll tax.

If I were you I'd want to make sure I'm starting with clean, comparable OH stats before jumping to any conclusions.


This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Tuesday, November 9, 2010

Is it Accounts Receivable or Collections? Dentist Needs to Know the Difference.

I just noticed that my accounts receivable, or at least the number I get from my PM software is much higher than what my accountant reports on a PnL statement.

A couple of comments:

1. By "accounts receivable", are you talking about the balance at any given point in time OR the collections figure from an A/R report?

2. It sounds like you're describing the "collections" that are on your P&L report and if you've asked your accountant to "report" on a cash basis, then it's being reported correctly.

3. I hope you're not trying to compare an A/R balance with collections.

4. If you are comparing PM collections with accounting record collections there could be several valid reasons why the numbers don't match: do you use care credit? Do you deposit cash payments (don't have to answer that here ;-))? Are your PM collections net of patient refunds? Are the P&L collections net of refunds?

Does your PM collection number include any other "credits" not actually collected?


Shouldn't he be looking at the "actual" sales from the PM software (Dentrix in this case)?

Only if you're paying him to look at them. If you're only paying him to produce cash basis P&L's for income tax prep purposes there's no need for him to see your PM reports.

And then there's the accounts that are paying in installments, so there's a lot of sales earned but not collected that he is not accounting for.

Now it sounds like you’re talking about PM production, NOT collections.

Also what happens when we have to write off a certain amount , either because the patient or the insurance company didn't pay, how is that recorded for accounting purposes? Should it be?

In the PM software yes. For tax or cash-basis P&L purposes, no.

Lastly, have you asked your accountant these questions and ask him to help you understand?

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Thursday, October 28, 2010

Was Fired Dental Associate Classified as an Independent Contractor Incorrectly?

I just got canned yesterday because my boss found out I was shopping for a practice...

Now that I have some free time on my hands, I'd like to organize my finances.

The other associate that works there claims to be an IC.

The specialist claims to be an IC.

They both tell me how great it is to be INC. I have yet to incorporate.

I'm uncertain as to my status, and I'd like to get this straightened out.

I work(ed) Mon-Thurs. 9am-6pm.

My schedule was determined by the front office.

I don't get to keep the patients.

All tools, supplies, etc were provided by the employer.

So what now? Is there an easy way to get a ruling as to whether I'm an employee or IC?

Quote Jason P. Wood (Dental Attorney):

NO CONTRACT!?!?!?!? That is great news!!!! For you, not the owner.

1. Patients are yours for the plucking

2. You may want to let them know that you feel "uncomfortable" at being classified as an IC and are going to inquire from the IRS as to whether or not you in fact were, just so you can sleep better at night.

3. You can set up shop next door and no one can stop you.

Thanks for the info so far... I will file an SS-8 inquiry with the IRS.

Please keep the comments coming though. I'm sure there is more to it.

I would also appreciate information about any personal experiences with IRS misclassifications.

Quote Tim Lott, CPA, CVA (Dental CPA):

How long were you working there? Why are you even asking these questions now AFTER you've been canned? Why didn't it dawn on you to ask the question after your first check? Sorry, ignorance isn't an excuse in the eyes of the IRS. I’m not trying to be mean, those are just the facts.

At this point if they did not withhold taxes and you were not provided a paystub detailing your tax withholdings as an employee then you're an IC and by NOT questioning it after your first check I'd say you accepted that fact by default (or by your actions, or inactions) and you should just deal with it at this point.

That means figure out your net taxable income as an IC. Determine how much you want to contribute to a retirement plan. Determine how much home office expense you have to do your admin\books for your business. Determine the business use of your automobile and estimate if you owe any estimated taxes from Sept 15th.

I just think it's WAY too late to cry foul on the EE vs. IC issue AFTER you've been canned. You should have been raised after your first check if you were really concerned about it.

Just my opinion.

Just got my final check in the mail... and of course, it was short.

I guess the trickery and deceit continues.

Again, the EE vs. IC issue should have been addressed BEFORE you started or immediately after your first check. I suggest you work with what is and continue to move forward instead of worrying about what should have been. Certainly call them to the carpet on the amount you are still due.

P.S. I doubt you'll find "if someone else pays your assistant’s wages you’re an employee" on any government agencies checklist to determine EE vs. IC status. These checklists aren't industry specific.

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Friday, October 22, 2010

Dental Fee For Service versus Dental PPO - Which Makes Better Sense?

I'm analyzing things right now and seriously considering going in-network with MetLife (PPO).

I have a FFS office now, and am only "in network" with Delta Premier. Although I am busy, I have extra capacity in the office--about 15% idle time. I advertise heavily and average 10-15 NP/month excluding emergencies. My area is competitive.

I've done a thorough fee analysis and had Charles Blair do a PPO analysis. Essentially I'd take a 15% hit off my normal fees on MetLife patients.

I currently have around 100 active MetLife patients now. MetLIfe is paying 100% of my preventative fees, but they are an utter incomprehensible mess when it comes to restorative. On crown/bridge my fees are generally within MetLife UCR, maybe off by 10%.

But I'm getting more and more questions from patients, especially on restorative, that basically ask My insurance says I save money by going to a network provider....and I can't argue with this.

My question is: How do you know when to need network participation? Has anyone gone from FFS to PPO, and what are the results?

We just met with a client to review their 6-month numbers. His gross production was up $44k and his write-off's were up $64k, so NET production was down $20k. So this guy worked harder to make less, why?

He wanted to be busier. He joined a few more PPO's including MetLife and got the influx of patients he wanted. Unfortunately they took the chair time of other better paying PPO patients and therefore made LESS money seeing MORE patients.

He had NO idea until we presented the numbers.

Make sure you DO THE MATH for YOUR specific situation!

Sandi can help you make the best decision!

Just to be clear, he produced $44k more and wrote off $64k more; therefore collected $20k LESS. He truly saw MORE patients and collected LESS. Not to mention the additional costs associated with that additional GROSS production of $44k. Maybe $4k in costs so he TRULY EARNED $24k LESS and worked harder to do that.

In THIS case it clearly backfired on the doctor.  If there's idle chair time and it can be filled with something, generally something is better than nothing as long as the ADDITIONAL costs do not outweigh the ADDITIONAL collections.

I think you're on the right path. I’ll try and make it really simple. Let's compare 2010, 6 months to 2009, 6 months:

2010, 6 month production was 1,044,000 and 2009, 6 month production was 1,000,000.

2010 "write-off's” were 364,000 and 2009 "write-off's" were 300,000 (write-off's = what insurance DOES NOT PAY)

Therefore, NET production through 6 months of 2010 was $680,000 and it was $700,000 through 6 months of 2009.

NO FEE INCREASES IN 2010 FROM 2009 FEES.
This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Friday, October 15, 2010

Dentist Should Distinguish Between Needs and Wants for Bank Loan

I am in the process of refinancing my practice loan. I have $180K left on the loan at 6.25% and a credit line of 30K with a variable interest rate. I have an offer to consolidate the loan and the credit line for a total loan amount of $210K at 3.99% in a SBA 5 year loan. Rate would be lower if paid off faster.

My financial advisor loves the cheap money and wants me to take more "working capital" money out to either buy equipment or pay other higher interest loans. The practice revenue is $840K gross collections.

The practice was purchased in 2008 and is in need of new dental chairs/delivery systems for the two restorative ops and leasehold improvements like new flooring, re-staining of cabinets, new lighting, and updated sinks. I am also considering Cerec technology.

The banker tells me the cash flow can support a larger loan amount up to about 300k at the fixed rate but they want specifics as to what would be purchased and a 90 day timeline.

 I am feeling pressured as I had not planned to do the improvements now. The banker also says that I could take out a separate loan when I have a better plan for the renovations/purchases, but my financial advisor doesn't like this option due to the interest rate risk.

Please advise on what steps you would take in this situation.

Jason P Wood

3.99% fixed? That's unheard of so take it.

Yes, of course I'll take it, but I need to figure out what to do about the extra 90K? I have no current business plan for the equipment.

Tim Lott

What are the other "high interest rate loans"?

You say you need new things, but just not now. When?

I agree, 3.99% is cheap, cheap, cheap. If I had a NEED for the $90k in the next 12-18 months I'd have to grab it and park it until I NEEDED it. If these purchases are 24+ months away, the longer in the future the "need" is, I wouldn't take the extra $90k.

Just make sure you know the difference between "needs" vs. "wants".
I am looking to replace my 2 1978 Pelton Crane restorative chairs with new chairs and delivery systems. I'm looking into ADEC and Belmont and do not have quotes yet as I'm waiting for the CDA convention Sept. 10th to test out all of the chairs. I feel I NEED the new chairs for ergonomics as I currently am using rear delivery and it is killing my back. The new chair purchase, though, brings up other redecorating items in the office.

One thing leads to another and another. I am absolutely ready to get the chairs and delivery systems, especially at this low rate, but I'm not sure I'm ready to re-stain cabinetry, do new flooring, repaint the office and do the new light fixtures just yet. It would involve closing the practice for a period and we did that already this year for some other renovations. So, I could try to replace the chairs and delivery systems now and do the rest later.

Obviously it is good to have a master plan and timeline for the renovations which I do not have right now. I need to get a decorator and contractor out to my office first.


The other loans at a higher interest rate are personal loans- mortgage and line of credit on my home. We are trying to re-finance the house at a lower rate and need to put more principle toward the home for the lender to re-finance.

So, this extra cash from the business loan after doing the chairs would allow me to transfer some of the money from my current business savings account to a personal use and save me about 12K per year after the mortgage is refinanced. The refi of the dental practice is going to save me 4K on the year, so between the two, a total of 16K per year savings.

But, the bank will only lend for equipment and improvements that are actually done. My financial advisor is trying to find a way around this and just have the bank categorize it as "working capital", but I doubt it will happen.

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Monday, October 4, 2010

How to Buy a Dental Practice, Part 4 - Record Keeping and Post Sale Questions

As Dental CPAs, we often receive calls from dentists looking to purchase a dental practice. We have put together a series of videos to help dentists answer the question, "How Do I Buy a Dental Practice?".

In this video we discuss how to wrap up the transition process, chart of accounts set-up, record keeping, and post sale questions. For more information visit our website: http://www.dentalcpas.com/

View the How to Buy a Dental Practice, Part 4 - Record Keeping and Post Sale Questions video.

Tim Lott, CPA, CVA


tlott@dentalcpas.com

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Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com
If you'd like to be added to our Dental CPA newsletter, email arose@dentalcpas.com

Monday, September 27, 2010

How to Buy a Dental Practice - Entity Selection

As dental CPAs, we often receive calls from dentists looking to purchase a dental practice. We have put together a series of videos to help dentists answer the question, "How Do I Buy a Dental Practice?". This video deals with entity selection. For more information visit our website: http://www.dentalcpas.com/  or email us at info@dentalcpas.com

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com
If you'd like to be added to our Dental CPA newsletter, email arose@dentalcpas.com

Tuesday, September 21, 2010

How to Buy a Dental Practice - Due Diligence

As dental CPAs, we often receive calls from dentists looking to purchase a dental practice. We have put together a series of videos to help dentists answer the question, "How Do I Buy a Dental Practice?". In this video we discuss structure, tax implications, financial due diligence, space/lease issues, financing proposals, letter of intent and seller compensation amongst other things. For more information visit our website: http://www.dentalcpas.com/  or email us at info@dentalcpas.com

How to Buy a Dental Practice - Due Diligence

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com
If you'd like to be added to our Dental CPA newsletter, email arose@dentalcpas.com

Tuesday, September 14, 2010

How to Buy a Dental Practice - Setting the Asking Price

Here is the next video in the "How to Purchase a Dental Practice" which addresses the process in setting an asking price for a dental practice.


Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com
If you'd like to be added to our Dental CPA newsletter, email arose@dentalcpas.com

Wednesday, September 8, 2010

How to Buy a Dental Practice - Overview

We are frequently asked by dentists, "How do I purchase a dental practice?"

To answer some of the basic questions, we have put together a series of videos.

The first video, "How to Purchase a Dental Practice - Overview" can be seen here.

http://www.dentalcpas.com/

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com
If you'd like to be added to our Dental CPA newsletter, email arose@dentalcpas.com

Monday, August 30, 2010

Protecting Your Dental Patient Base

Our friends, Patrick and Jason Wood, the Dental Attorneys,  have kindly allowed us to publish this timely and important article.


PROTECTING YOUR PATIENT BASE

By Patrick J. Wood, B.A., J.D. and Jason P. Wood, B.A., J.D.

As with many successful doctors, you may one day wish to hire an associate to work with your patients. Naturally, you will want to be sure that if your associate leaves the practice for any reason, he or she can't take your patients with them. At this point, you may wish to contact an attorney specializing in the medical/dental field and ask he or she to draft an employment agreement covering these concerns. Depending on that attorney's level of expertise, you may not end up with an employment agreement that prevents patient misappropriation. This article is designed as an overview of what your attorney should know when drafting your employment agreement.

In the article that follows, we discuss the two most common tools utilized by attorneys in preventing an associate's misuse of your patient base. This article covers the effectiveness of non-competition agreements and trade secret agreements typically used in employment agreements.

Non-Competition Agreements

Business & Professions Code §16600, enacted by the California Legislature in 1941, states the strong public policy against restraints on a person from engaging in their profession, by stating "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind, is to that extent void." (B&PC §16600). Notwithstanding this language, the California legislature also enacted B&PC §16601 and §16602 in order to provide limited exceptions under which non-competition agreements would be enforceable. These exceptions include the following situations where a non-compete clause may be enforced:

1. The sale of the goodwill of a business wherein the seller agrees not to compete.

2. The sale by a shareholder of all of such persons shares in a corporation.

3. The dissolution of a partnership by partners who agree not to compete.

4. A sale of an individual partner's interest in a partnership, wherein the remaining partner or partners carry on the business.

5. The sale of all or substantially all of the operating assets, including goodwill, of a corporation or its subsidiary or division.

The applicable code sections also provide that the seller agree "to refrain from carrying on a similar business within a specified county or counties, city or cities, or a part thereof, in which the business so sold.... has been carried on," provided that the buyer or any person deriving title to goodwill or shares, "carries on a like business therein." B&PC §16601 (also see B&PC §16602). The foregoing restrictions also apply to the sale of interests in limited liability companies, but since medical professionals cannot form limited liability companies to operate their practices in California, this article will not attempt to deal with such entities.

There have been many attempts by physicians and dentists to have non-competition agreements apply to their associate doctors. In Bosley Medical Group v. Abramson 207 Cal. Rptr. 477, 161 Cal. App. 3d 284, the California Court of Appeal denied an attempt by a medical group to enforce a covenant not to compete against a plastic surgeon who had left employment with the group. The surgeon's employment contract provided that when he left the group, he must sell his entire stock interest back to the corporation. The court found the transaction to be a sham designed to avoid the prohibition against non-competition clauses, as the surgeon had been forced to buy a non- controlling interest in the corporation as a condition to employment, and was forced to resell the interest upon leaving. In order for the non-compete clause to be enforceable, the court said the interest sold must be substantial and must represent the goodwill of the corporation. While Bosley was later limited to the specific facts raised therein in the case of Vacco Indus. v. VandenBerg (1992) 5 Cal. App. 4th 34, 6 Cal. Rptr. 2nd 602, the principal of Bosley was affirmed in Vacco, in that if the court found that a stock sale was a sham device to impose an otherwise illegal non-compete clause on the shareholder's future activities, it would not enforce it.

The courts have consistently held that employment agreements containing non-competition clauses preventing the employee from operating a similar, competing business in the same area, are not enforceable unless the provisions of Business & Professions Code §§16601-16602 are met; i.e., either the sale of goodwill or the sale of a business under the conditions outlined above. See for example, Golden State Linen Service, Inc. v. Vidalin (1977) 137 Cal. Rptr. 807, 69 Cal. App. 3d 1; see also Thompson v. Fish (1957) 152 F. Supp. 779. In one amusing case, involving the radio station mascot who dressed up and performed in a chicken suit at San Diego Padres baseball games, the court refused to enjoin the "chicken" from appearing at other baseball games and events wearing a similar chicken outfit, stating that since the "chicken" did not wear the radio stations call letters or claim that he represented the station, this was not competitive, even though the "chicken" continued to play the same fluid, clownish role he created spontaneously while serving as the station's mascot at the Padre's games. KGB, Inc. v. Giannoulas (1980) 164 Cal. Rptr. 571, 104 Cal. App. 3rd 844.

Generally speaking, non-competition clauses contained in employment agreements are not enforceable under current California law, and it is our policy to discourage the inclusion of such provisions in associate employment agreements. In California it is well established that such provisions are unenforceable in such employment contracts, and including them in employment contracts raises a red flag easily seen by a competent judge.

Trade Secrets

What then can a doctor do to protect himself and his patient base when hiring a new associate? The answer lies in preparing carefully worded, trade secret provisions providing that the patient lists and identities are secrets of the owner-doctor, and also providing appropriate sanctions which may be enforced by a judge.

The state of California enacted the Uniform Trade Secret Acts in 1984 (later amended) in an attempt to codify existing case law. This law has now been adopted in 42 states and the District of Columbia. California's version is contained at Civil Code §3426.1-3426.11. It sets forth provisions under which an employer may seek to bar the misappropriation and misuse of trade secrets by employees and former employees. The definition of "trade secrets" under Civil Code §3426.1 is information that "derives economic value, actual or potential, from not being generally known to the public or to the other persons who can obtain economic value from this disclosure or use; and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." CC §3426.1. In dental and medical practices, patient lists clearly have independent economic value, and are not generally known to the public or to other persons. Provided doctors takes reasonable efforts to maintain the confidentiality of those patient lists, the lists constitute trade secrets which are protected under such law.

In cases interpreting what a trade secret is for purposes of enforcing such restrictions in an employment agreement, the courts have generally concluded that the employer must demonstrate that the information is confidential, that the employer took steps to maintain that confidentiality, and that the information on the lists is not information that can be readily ascertained by most people. One of the most common areas of dispute regarding trade secret cases arises where former employees use customer lists provided to the employees while employed. In the medical/dental practice situation, these lists represent goodwill, and are often the most valuable assets of the practice.

The issue of whether customer lists are a trade secret largely depends on whether the names and other pertinent information, such as the amount and type of insurance they have, is confidential and not easily learned by a competitor. In Ingrassia v. Bailey (1959) 172, Cal. App. 2nd C.A. 2d 117, 122, 341e.2d 370, a catering route owner sought to enjoin the defendant from soliciting the owner's industrial catering customers (employees of industrial plants), arguing that information concerning these employees was confidential information, as the caterer made the scheduling of trucks to make efficient stops at the right times, knew the number of employees interested in the service, and knew their particular preferences in food and beverage. The defendant argued that since the companies served could easily be ascertained from phone books and directories, it was not a trade secret. The court held that such lists were trade secrets, as this specific information was not easily discoverable. In State Farm Net. Auto Ins. Co. v. Dempster (1959) 174 Cal. App. 2d 418, 426, 344 P. 2d 821, a case analysis to the medical/dental field, an insurance company tried to prevent its former employee, an insurance salesman, from soliciting insurance clients of the company. The court found that activities of the defendant while working for the insurance company in developing special knowledge of the customer's insurance habits, including the expiration dates of their policies and the vital statistics of the policy holder, were trade secrets.

In a case with a different outcome, the California Supreme Court ruled in Aetna Bldg. Maintenance Co. v. West (1952) 39 C2d 198, 246 P2d 11, that if customer identities were easily discoverable through consulting business directories and phone books, the lists did not constitute trade secrets. Other cases have similarly held that where the customers names were readily ascertainable through public records, telephone directories, trade directories, and similar sources, that the customer information could not be considered a trade secret absent other special, "hard to find" information about the customer, such as the type found in the State Farm Net Auto Insurance Co. case cited above.

In a professional practice, particularly in a dental practice situation, it can be persuasively argued that the patient lists are confidential trade secrets which cannot be used by the former associate to solicit the clients as patients. While the patient names, addresses and telephone numbers may be ascertainable in a telephone directory, the fact that those patients have chosen the particular dentist for specific treatment is not readily ascertainable, nor are the health histories of such patients, the present needs of such patients, or the amount and type of insurance coverage possessed by the patients. Applying the holding in Ingrassia, a court should have little trouble concluding that this is specific patient information which employees cannot learn on their own, and therefore, constitute protectable trade secrets. Therefore, we believe that such patients lists are protectable, and owners of practices should be able to prevent the theft of such information by their associates.

It is crucial that the employer have their associates sign a confidentiality agreement regarding trade secrets. In one case decided under a sister state's version of the Uniform Trade Secret Act, the court found that the potential buyer of a game manufacturing company was not bound by a confidentiality agreement since no express agreement had ever been entered into, although other issues existed which prevented the court from granting the summary judgment sought by the game company. Editions Play Bac, S.A. v. Western Publishing Co. (SD NY 1993 31 USPQ 2d 1338. In another case, a court considered it to be very significant that the owner of a trade secret failed to get a written confidentiality agreement, although the owner also alleged an oral agreement which meant there was a triable issue of fact to be determined at trial. Mayline Partners, L.P. v. Weyerhaeuser Co. (ND Cal 1994) 31 USPQ 2d 1051. In the two aforementioned cases, it is the author's belief that had the owners of the trade secrets entered into written confidentiality agreements, and provided they showed violations of the confidentiality agreements, the owners likely would have easily prevailed at summary judgment hearings in the early stages of the proceeding, thus saving the owners significant litigation costs. Therefore, it is essential that such agreements be properly drafted and be in writing.

Employment agreements should also contain enforcement mechanisms whereby the parties stipulate to filing for injunctive relief without proof of actual damages, so that a judge may issue a restraining order preventing patient solicitations of the owner's patients. Often such agreements contain liquidated damage clauses which act as a "disincentive" to the associate violating the owner's trade secret rights. The inclusion of such provisions will make it much easier for the owner to protect his patient base.

Summary

Covenants not to compete are a poor vehicle for use in seeking to prevent an associate from competing with the doctor following termination. While covenants not to compete are enforceable against sellers in the context of a practice sale to a new doctor, they are generally not enforceable as against associates with no true ownership interest in the practice. However, if a carefully drafted employment agreement containing trade secret provisions is entered into between the owner and the associate doctor, these lists should be protectable under applicable law.

We strongly urge our clients to have in place with their associates an appropriate employment agreement with trade secret provisions, in order to prevent the ambitious associate from converting the patient lists to the associate's own use.

You can find this article, and others by Jason and Patrick Wood on their website.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Monday, August 16, 2010

Why does becoming a dental associate have such a bad rap?

Here is a guest blog post from Dental Tranistion Specialist Joe Spencer.

It all comes down to trust. New dentists often don’t have any idea how to find a practice to join. They call look over the classified ads and call on them, only to find that a great majority of them lead directly to brokers. The brokers, of course, are happy to have them call so they can talk with the senior dentists in their area hook the new dentist up with a senior dentist (and collect a 10% fee for doing the transition legwork).

Here’s that problem: If a broker is involved, the senior dentist is the one that pays the fee. The senior dentist is the one who has representation. The broker is working for the senior dentist. It is in the broker’s best interest to get the contract in place as quickly as possible so the upfront portion of 10% fee can be collected quickly. This may lead to a lack of full disclosure by the selling dentist’s broker.

Another reason is that having a middleman between the two prospective partners makes it difficult for the parties to grow trust. They don’t talk directly with each other from the start. The broker might say that the work of screening applicants is too much for most dentists to put up with. With innovation, they drag can be reduced, and the benefits of personal contact will outweigh the convenience of having a third person in the middle of the relationship.

See, associateships are a special kind of partnership. They should be a bit like a master Jedi teaching an eager young Skywalker. The master teaches the young Jedi the inner workings of the business side of dentistry. There is no more efficient way. Years of dental school teach the clinical side. The business side must be learns from journeyman.

The difficulty is when some senior dentists feel they want to offload all the drill and fill to the new dentist. The new dentist gets the low margin unexciting stuff. That is the way of an apprenticeship. The difficulty is that the relationship is not well defined. Expectations are not clear.

Building trust is the answer. Openness is the answer. Clear expectations put in writing are the answer. Build trust with your potential partner from the start… In a recent FastCompany article, scientists have proven that interaction through electronic means can build trust as if interacting in person. OnlyTheBestPractices facilitates building trust from the start, through openness and defining expectations. No matter if someone uses our tools or not, if clear expectations were well defined (in writing) through spirit of apprenticeship, associateships could once again be seen as a great option coming out of dental school.

The question is… are senior dentists willing to bring someone in for a period of time to teach them the best practices in running the business? Would senior dentists prefer to just practice up to a date certain and walk away? If that becomes the norm, owner-associateships will fade into history, and only employee-associateships will remain. At some point the word associateship will probably just fade out too.

This first appeared on OnlyTheBestPractices.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Monday, August 9, 2010

New 1099 Proposal in Health Care Act Could Cause Additional Burden for Dentists

Here is an article that one of our managers (Lance Jacob) wrote.


Small business may have extra tax reporting requirements starting in 2012 due to the passage of the Patient Protection and Affordable Care Act (Health Care Act) signed by the President on March 31, 2010.

In the past businesses have been required to prepare and file IRS Form 1099-MISC for each person they have paid at least $600 in rents and services (including parts and materials) to during the year.

Under the Health Care Act passed in March 2010, businesses that pay more than $600 during the year to non-tax-exempt corporate providers of property and services will have to file an information report with each provider and the IRS (for Payments made after December 31, 2011). In addition, businesses will have to file information returns for any person (and corporations) that receives $600 or more from the business for property and merchandise.

Basically, if a business pays any vendor (corporate or individual) for the purchase of property or merchandise totaling $600 or more, they are required to prepare an information return for that vendor. The information to be reported includes name, address, and federal identification number (or social security number) of the vendor.

Unless this portion of the Health Care Act is repealed, small businesses are looking at substantial costs (time in collecting information, costs for someone to prepare the returns, and handling any resulting correspondence from the IRS for missing information) related to the new reporting requirements.

On July 30 a bill to repeal this section (Sec. 9006) of the Health Care Act was taken up by the House of Representatives (H.R. 5982 the “Small Business Tax Relief Act of 2010”). Unfortunately the bill was defeated on the same day. So, at this point, the reporting requirements are still scheduled to go into effect as of January 1, 2012.


Lance Jacob, (800) 772-1065

Sources:

http://www.irs.gov/

Checkpoint RIA Research

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Friday, August 6, 2010

When Should Dental Associate Set Purchase Price for Dental Practice?

I've joined an established practice as an associate and we are discussing when to place a value on the practice. I was under the impression we'd take the value of practice now, but his attorney is suggesting December of 2011. We are both looking for what is fair and customary.

What are your thoughts? And what company would be a wise to use for structuring the purchase agreement?

Thanks!

It depends.

If the practice has had an associate prior to you joining and you're replacing that associate, have no problem with 12/11.

If you're the first associate in the practice I usually lean towards setting the price NOW.

If the attorney has a lot of dental experience, they can certainly initiate the structure of the purchase agreement.

This first appeared on Dentaltown.

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Monday, August 2, 2010

Tax Planning for Dental Associate

Hello,

I am a recent graduate starting 2 part-time associateships soon. One of them is paying me as an employee and the other one is paying me as an Independent Contractor.

Are there any ways to structure the IC contract to give me any advantages as far as tax savings?

Maybe. You can certainly structure the employment contract to save taxes, both income and payroll. I would rather get that under wraps first then move onto the IC contract.

Is it worth it to create an LLC / S-Corp to have the IC contract directly with the corporation so I can deduct my travel and auto expenses, professional liability insurance expenses, CE expenses and so forth...

I’m not sure I fully understand what you're asking. You need to make a lot of money (in excess of $200k gross) as an IC to warrant an S-Corp due to the costs to create and maintain. Generally an LLC or PLLC is all you need and report taxes as a sole prop.

This first appeared on Dentaltown.

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Monday, July 12, 2010

Buying S-Corp Dental Office - How to Handle the Entity Questions

I purchased an existing practice with an existing S-corp in place. I'm getting a lot of different messages from what to do as far as creating a new S-corp under me. I want to reuse the practice name. The person at the secretary of state's office said all I would need to do is change officer name to my name. Is that normally what you do? Or do I have to file a new entity, then have the old one dissolve somehow and then change my new entity name to the old one?

Thanks.

I'm surprised you didn't create your entity at LEAST 2-4 weeks prior to settlement. When you create this new entity, have you planned for the processing of notifying all the appropriate people? Landlord? Lender? Vendor? Insurance companies? Payroll service? etc., etc., etc.

Getting that DBA name sounds like the tip of the iceberg for you.

This first appeared on Dentaltown.

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Thursday, July 8, 2010

When Should Dental Tax Planning be Done?

I recently took up several part-time positions, with some paying me as an independent contractor. I think one of the positions is paying me as a W2. I may have an idea of how to file taxes using W2, but I am totally clueless about how to do it as an IC.

You better KNOW!

When exactly should I go to accountant to get my IC taxes done?

Done? Sometime between Jan-Mar of 2011.

To plan properly to get them done? NOW!

My yearly income taxes were done by a local accountant for $100/yr in a NYC area. How much more expensive will it be if I were to seek out accountant services for filing my IC taxes?

It depends on who's doing them and whether or not you want to PLAN NOW, AND get them done later. Just to get them done, maybe the person that did them for $100 will do them for $150. You have to ask.

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Thursday, July 1, 2010

How Should the Purchase Price for Dental Practice be Allocated?

Hi,

Is this a good allocation of $ for the buyer for tax advantage?

PURCHASE PRICE $475,000.00

Furniture and Equipment $ 110,000.00

Covenant Not to Compete $ 1,000.00

Patient Records $ 179,000.00

Goodwill $ 185,000.00

TOTAL $475,000.00

Tuscon Dr.

I would switch patient records and covenant not to compete. It has nothing to do with taxes. I just wouldn't feel comfortable in a transaction where the covenant not to compete is so low. What happens if it is violated? Is it worth more than $1,000 if you have to sue for it. Whereas, patient records are just paper and x-rays and pertain more to goodwill.

Try and keep the equipment allocation as high as possible for taxes, you should negotiate over this amount.


Tim Lott

I agree, though possibly for a different reason.

IF Nevada has a sales tax on furniture and equipment, they may also tax patient records. IF NV has an annual property tax on furniture and equipment, that could also be costly over the years. So please be careful to consider other taxes, and not just income tax.

Here in MD, with that allocation, the buyer would really be getting the short end of the stick when you consider ALL the tax issues, and not just income tax.

What has your tax advisor advised?

Jason Patrick Wood

As long as there is language stipulating that the allocations are for tax purposes and is not meant to be a damage award, etc. then the amount is irrelevant, however I like to have a slightly higher covenant just so it passes the IRS smell test and therefore usually use an arbitrary figure of $10,000. NV has a peculiar law on sales tax on equipment that has not truly been settled yet. Therefore, to avoid it I would recommend an allocation of a consulting agreement and a supply allocation.

Tim Lott

How about this allocation?

                                           Original                                         Suggested

Equipment and furnishings     $6,000                                         $50,000

Dental Supplies                    $1,000                                         $5,000 (including hand pieces, small tools)

Goodwill                              $20,000                                       $21,000 (including patient records)

Covenant Not to Compete   $46,883                                        $10,000

Leasehold Improvements     $16,117                                        $0

Patient Records                   $20,000

Consulting                                                                                $24,000

                                                            Total $110,000

Thanks Tim. Is consulting deductible? Why does it help the seller to minimize the equipment value?

Probably because their tax basis is zero so any allocation will be ordinary income.

This first appeared on Dentaltown.

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Tuesday, June 22, 2010

Dental Hygienist Compensation Question

I opened my practice in central Maryland 3 months ago. We have been growing like crazy. I am seeing about 6 or 7 new patients a day. The only problem with this is I have no time for dentistry, as all I do is new patient exams, prophies and scalings. We are booked out almost till the end of June (about 4 weeks). I am ready to hire a hygienist.

I put an ad on craigslist for a hygienist and received several applications. At first I wanted to hire an experienced hygienist, but ALL of the applications I received from experienced hygienists were clearly just looking for a higher paycheck, and not for a better workplace. I actually had one hygienist write in her cover letter, "I may not even want to work for you; I just want to see what my options are." I do not want to hire someone just in it for the money.

I also received several applications from very recent hygiene school graduates. They are enthusiastic and excited for the new opportunity. I decided I would interview the new grads and see what they were like. Obviously, they have no experience and are going to be slow at first, but I was impressed by their enthusiasm. I want to hire someone who can grow with the practice, and stay long term. I want to hire someone willing to work part time at first, and then, if they work out well, work full time.

My question is: how much should I offer to pay these new graduates? One asked for $34-38 per hour. That seemed on the high-end to me, but maybe I am not realistic. What types of salary are you paying your hygienists? What I was thinking about doing is paying them a lower rate for a 90 day trial period, and if they work out well, bumping up their salary and hours. What do you think of that type of setup? I am concerned about paying on production because we participate with several PPOs, and I do not want to lose money hiring a hygienist. Do you offer your hygienists benefits, like vacation/sick time, health-care or a retirement plan?

Thanks!

Paying $34-38 per hour is LOW from what I've seen here in MD over the past 5+ years. If you were to ask what you should expect to pay I would have replied $40-45 per hour. That's actually lower than what I would have replied with about 1-2 years ago.

...Last piece, the rule of thumb in terms of hygiene pay is that they should be compensated about 25%-30% of what they produce per hour.

…as a ratio this equates to the hygienist producing 3-4 times what they are paid. Here in this tri-state area (MD\DC\NOVA) while this ratio held true more than 7+ years ago, the ratio averages about 2.7 times what they're paid these days. This is because hygienist compensation has increased sharply over the last 5-7 years in this area.

Again, the 2.7 times their compensation for their production is an average. There are practices doing 3.5-4 times their compensation (not many though) just like there are practices doing 2-2.5 times their compensation.

So if you can get your statistics for their compensation in the range of 30-40% of their production, you're doing pretty well. Getting it below 30% and you're doing great...at least in this tri-state area.

Thanks for all of the advice! I interviewed a bunch of candidates and one candidate just seemed to gel with the office from the moment she walked in. Her references spoke extremely highly of her. We just called and offered her the job and she was ecstatic. She is going to work 2 days a week until we are busy enough to have her work more, and then I'll have her work 4 or 5 days a week. I am excited and hope she works out well.

The anticipation is killing me, were the ranges of compensation close?

I am paying her $34 an hour. I am buying her an LED light for her loupes, which I guess you could call a benefit. There are no other benefits other than that, although I guess working with me in my awesome practice, with my great equipment and staff is a benefit. In a year or so, when I set up a retirement plan for myself, I will get something that I can offer to all my employees. She said she did not want health insurance, due to her spouse having it, so we are good on that. I didn't mention it to her, but I am a strong proponent of CE, and will probably take my entire staff to things now and then so that is a benefit as well.

Thanks for the feedback, very helpful. You did VERY well!

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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Friday, June 11, 2010

Acquiring a Dental Practice and Merging it into an Existing Practice

I have an opportunity to purchase an existing dental office that is 3 miles away. The doctor is in her 60's and is willing to sell and work in my office 2 days a week. Time frame for her to exit the office will have to be evaluated. It is a FFS office with no PPO, similar to mine with an exception that I am a provider to Delta Premier and United Concordia. She is willing to share her numbers before meeting with the broker to see if it is feasible for us to pursue. Any advice what to ask and look for?

You should have her run reports of patients that have those providers to see if any of them will be able to use them in your office. Then get a breakdown of production by provider to see how much additional hygiene hours you'll need. Once you do that, get a list of her employees and their hourly rates and find out what benefits she may pay to compare with yours. You'll also have to compare vacation days given, etc, and compare with yours. If you hire any of her employees, the compensation packages, benefits and PTO days will have to match. You will need to evaluate the fee schedules and find out if you do any procedures she doesn't and vice versa.

These are just a few things off the top of my head.

Thanks Tim for your responses. She wants to practice with us 2 days a week. Will the purchase price be lower or higher than a typical practice acquisition without the dr staying on?

The price should be less than the typical acquisition where you're also buying tangible assets and the space.

I can't say I've noticed differences in prices with or without the doctor staying. That's up to the parties and I just haven't seen it used as a negotiation point in the majority of the deals I'm involved with.

All that said, you certainly stand to retain much more of the patients with the seller staying on board and assisting with her GW transfer as opposed to having her out immediately.

This first appeared on Dentaltown.

Send your questions to Tim Lott, CPA, CVA at tlott@dentalcpas.com

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