Showing posts with label sell dental practice. Show all posts
Showing posts with label sell dental practice. Show all posts

Monday, June 2, 2014

There’s More to Selling Your Dental Practice Than the Price

Here is a post from Tim Lott, CPA, CVA and Ellen Dorner of NL Transitions, a Dental Brokerage firm.

Far too many times when dentists are preparing to sell their dental practice, they are focused mainly on the price and may wind up overlooking many other issues surrounding the practice sale that are just as important, some even more important than the price. That is not to say the price is NOT important, because it is; however, there are so many other aspects of the transaction.  Sometimes you need to know when to give on one issue so you can profit or benefit from another issue.

The following are some examples of different components of the dental practice sale where the seller can benefit.

How are you handling the assets that you are including in the sale? How is the price going to be allocated among those assets?

o As a seller, do you know how the allocation is going to impact the income tax picture in the year of the sale?  It is important to have an income tax projection done to determine how one allocation may differ from another in terms of the income taxes you will pay.  If there’s an allocation that works better for you, compromising on the price may be necessary for you to benefit from that allocation.

If you plan to stay and work for the buyer as an associate, how will you be compensated?

o Would you prefer to be treated as an employee or an independent contractor? What professional expenses do you want the new owner to cover?  These are all negotiable points and if you’re planning on staying on for at least a year, the compensation you receive might actually be more valuable to you then standing firm on a higher price.

Will you be selling the accounts receivables to the buyer in addition to other dental practice assets?

o If so, how will they be valued?  If you’ve compromised on the price of the other assets, you might be in a better position to use that as your negotiating chip for a more favorable price on the accounts receivables.

Do you currently own the real estate where your dental practice is located and if so, will you be selling it or renting to the new owner?

o Again, if you’ve compromised in other areas of the transaction, you’ll want to remind the buyer of the compromises you’ve made in those areas so the price of the real estate or monthly rent works more in your favor. The annual increases and/or expenses can be passed through to the buyer within the lease agreement.

So as you can see, there so many other areas that get negotiated during a practice sale.  If you are solely focused on the price of the practice, you may wind up losing a good buyer when, in actuality, the difference in the price may be made up in other areas of the transaction.  It is important to look at the ENTIRE picture and plan accordingly.

Have a range in mind for the price you’ll accept for the practice.  Also have a range that you’ll accept as compensation, a range for the value of the receivables and if you own the real estate, a range for the sales price or annual rent.  When you approach the transaction with a global view instead of just concentrating on the price, you’ll have a much better chance of success in not only selling the practice, but getting what you want from the ENTIRE package.

For more information about your situation, email Ellen Dorner or call her at (800) 772-1065. Visit our website at www.NLTransitions.com .

Saturday, June 1, 2013

Mistakes Made... Lessons Learned in Owning a Dental Practice

Here is another guest blog from our client Dr. Lurie

It seems to me that each person has a different reason or need to retire.  In my case, retirement came about due to age and illness.  My body told me that it was time to retire. 

As I stated in my in an earlier blog, I had strong convictions about retirement and how to proceed.  However, the illness got to me before I was totally able to implement them.  Because I had such good advisers, the transition into retirement was relatively easy.  Was I totally financially secure? No. I did not sell my practice (solo practitioner of Oral and Maxillofacial Surgery).   There was not enough time to find the buyer and have an agreement but because I had such a good team around me, and with an understanding wife, I was able to transition to retirement with little anxiety.  Looking back upon it, the lesson to be learned is to be prepared for the Health Issue.  Be prepared for the Financial Issue.  Be prepared for the Wife Issue.    As I mentioned in my previous article, The Team for Retirement came to my rescue.  Due to some wonderful real estate investments in previous years, I was able to help my employees get positions, walk out, lock the doors and have peace of mind that I had helped so many people over the 50 years.  It was a profound feeling and a truly good feeling.  

Would I have like to have sold the practice?  Absolutely.  It is well known that in today's dental world, a solo oral surgeon is a dinosaur.  We are in a time of mega-specialty groups.  You can't sell the charts and the patients are all referred (in my case by a swell and dedicated referral base.)  My health issues have improved dramatically and I am now able to look back and reflect on that time of decision making.  This is what motivates me to write these articles and is, in no small part, one of the ways that I can give back to dentistry.  There are other ways of giving back that I am partial to also but I will save them for another article.  In review, I should have partnered with an associate long before retirement (at least 5 years).  This would have taken the stress of those last 6 months to a minimum.  Had I known of impending health issues, I could have explored the transition of the office into one of the mega offices either as a partnership or a private contractor.  The latter is a good means of solving several problems if you look at the logistics--space, rent, manpower, coverage and the like.  I ran out of time and could not complete the negotiation.  As I said, my wife was the rock behind me all the way.  Her prayers and strength were just part of what she extended to me to keep me going and we have been blessed with renewed health and a great life.  We intend to make it count.  More next time of mistakes made and lessons learned


If I can be of help to anyone, please contact me.

Dr. Donald B. Lurie, DDS
email: donald.lurie@att.net
phone:   717-235-0764

cell:       410-218-2228

For more information, please contact info@dentalcpas.com

Tuesday, July 5, 2011

Dental Practice Valuation Issues – What a Seller Can Do

During my many buyer representation engagements I tend to see some common issues when it comes to practice valuations that sellers could have avoided to help maintain their practice values. Here are some of those areas.

1. Clean Record Keeping:

Remember, buyers and their advisors will be picking over your information, it’s like inviting someone into your home, and you want it to be clean. Your practice books and records should be the same way, clean, easy to read, and at your finger tips. For example, your Quickbooks file should match the tax return numbers and if not to the dollar, pretty darn close and easy to match up.

2. Complete and Accurate Practice Management (PM) Reporting:

Make sure your PM software is current and accurate. You should be recording production, adjustments and collections by provider. Clean up your accounts receivables WELL before you plan on selling.

3. Don’t Coast:

This is one of the worst things a seller can do prior to selling their practice. It decreases dentistry production and therefore, decreases practice revenue which buyers AND bankers do NOT like.

4. Don’t Reduce Your Hygiene Hours:

Let me correct myself, THIS is the worst thing you can do. Not only are you reducing your practice revenue, you’re potentially losing patients as well.

5. Update Office Appearance and Equipment:

Again, just like a house, an outdated décor with old equipment will generally create less excitement with a buyer and less excitement means a reduced offer. Create excitement with your buyers with current décor, updated equipment and a fresh appearance.

6. Overpaid Staff:

Be aware of your staff compensation and make an effort to make sure it stays within “market” for your area. There’s nothing wrong with showing appreciation to your staff with discretionary bonuses, fancy trips, paying for CE travel, etc., however, make sure they’re aware that these are not customary fringes so they don’t come to expect it from their new boss.

7. Inflated Overhead:

Well before you sell, I’m talking 2-3 years ahead of time, begin to evaluate your practice overhead expenses and make sure you’re ONLY spending on things you NEED. I’m not talking about skimping on updated equipment; I’m talking about wasting money on unnecessary supplies, small toys, unnecessary services, etc. Become a good CFO! Profits will drive value most of the time and wasted overhead eats into your profit and will usually drive down the value of the practice.

8. Office Policies and Systems:

Well before you sell, make sure you have excellent operating systems and policies. If you’re not collecting a patient’s portion of the fee at the time of visit, make that change now. If you don’t take credit cards, start taking them. If you’re not running daily, weekly and monthly management reports, start doing so.

9. Track Your Referrals:

At least one year prior to a sale, begin tracking the procedures you refer out every day and be prepared to provide your broker with some really good, accurate information for the prospective buyers.

10. Don’t Change or Eliminate any PPOs Prior to a Sale:

This can backfire if you begin to see fewer patients even if the revenue stays about the same. In most cases when a practice decides to eliminate PPOs, there’s a transition period where you’ll have holes in the schedule. Those PPO patients that opt NOT to come back for their scheduled recare appointment or follow-up work will in turn cause revenues to be lower for a period of time.

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

For more information or to sign up for our newsletter, please contact arose@dentalcpas.com
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Tuesday, August 18, 2009

The Ikea Way: The Wrong Way To Buy Or Sell Your Dental Practice

I came across this article about buying/selling dental practices from our friends at Wood and Delgado (dental attorneys) and thought it to be valuable.

“Come to IKEA where you can afford brand new furniture at discount prices.” Your jaw hangs loose as you see the price pop up next to that new dining room table. You think to yourself, “I can actually afford that.” You find yourself running out the door to purchase the table. You find the table and only quickly stop to think, “This box doesn’t look like a table to me”, as you hand over your credit card to the cashier. However, the thrill of being able to eat on an actual table quickly pushes the thought out of your mind as you race home to open up the box to see your table. As you tear open the impossibly-taped-together box the choir singing in your head quickly stops as you stare at pieces of wood with a book the size of an encyclopedia that reads, “Assembling your new dining room table!” Undaunted, you turn to page one. Of course, three hours later when you are staring at a 3-legged “thing” and frantically turning to Appendix “C” to see where you went wrong it hits you that this might not have been the best idea. At the end of the weekend with your project finally completed you realize you were able to get a new dining room table for under $200 but it took you six hours to assemble, your weekend was ruined and you still have 3 screws left over.

Let’s be honest, we’ve all suffered through the IKEA phase of life. Symptoms include: pulling up the couch cushions to look for loose change, ordering off of the “value” menu at a fast food place, using milk crates as a “perfect” coffee table in the apartment you somehow manage to just pay the rent on every month. However, by now you have probably moved on to delivered and pre-assembled furniture. You are past the do-it-yourself phase of your life. So why are you still trying to buy and sell your most important business asset by yourself?

When our law firm receives a call from a dentist who is either trying to buy or sell a dental practice, our first question is, “Who is on your team?” Quite often the reply is, “Team? What team?” While it may seem strange, this is how you should approach buying or selling a dental practice, with a team mentality. Purchasing or selling a dental practice has too many unique areas that are instrumental to the life of your practice or to your retirement, which an untrained eye will not be able to see or even understand. Brokers, CPA’s, attorneys and other professionals are people who you want on your team, and not all teams are equal. While any broker, CPA or attorney can help you with your purchase or sale, a unique subset of these professionals have crafted their professional practices around helping dentists. These professionals would be your All-Stars, the ones who know the industry inside-and-out, who don’t have to “learn on the job” and can quickly help you realize your dream. Below are some of the reasons why having these professionals on your team can help you realize your dream.

DENTAL BROKERS

There is no better person to have on your team than a dental practice broker. These professionals have often spent years (if not decades) in the dental industry, they know everyone and have a long list of buyers and sellers to help you purchase or sell your dental practice to just the right person. Think of them as your team captain. For sellers, they can appraise the value of your practice quickly, market your practice to a wide array of potential buyers, give you expert advice on how to get the most money out of your dental practice and help facilitate the transaction. Although expensive, most dental practice brokers are worth their weight in gold and can help you close on your transaction. Our law firm has seen far too many do-it-yourselfers fail, time after time, when trying to sell their dental practice without utilizing a dental broker. For buyers, calling a dental practice broker will put you in touch with a long list of sellers along with an inventory to fit every budget. As a buyer, you can be assured that the dental broker will be working for you as well, because most of the dental practice brokers have a dual agency to both the buyer and the seller. One note of caution in finding a broker to sell your dental practice: make sure it is a broker who specializes in selling dental practices and not a general business broker. Unfortunately, general business brokers do not have the expertise required to sell a dental practice and will provide you with a standard business purchase agreement which will not take into account the unique nature of a dental practice, i.e. uncompleted dental work, restrictive covenants, appropriate representations and warranties, redo work, etc. Using a general business broker will always be far less satisfactory than using a dental broker.

DENTAL CPAs

Although you may already have a CPA who works for you, if you are looking at purchasing or selling a dental practice, you may want to enlist a CPA who specializes in helping dentists. As a seller, they can save you thousands of dollars in taxes by using the proper ratios for purchase price allocations, thus making them worth almost any fee you may pay them. As a buyer, a dental CPA can also save you thousands of dollars in taxes by using the proper ratios for purchase price allocations because of the heavy use of equipment within dental practices and changes within the tax code that many general CPAs are unfamiliar with. Having your dental CPA review the books and records of the dental practice, the tax returns for the last 2 years and profit and loss statements will further protect you from an unscrupulous seller. Furthermore, when purchasing a dental practice you may want to enlist the services of a dental CPA to help you with all of your business needs since owning and running a dental practice is much different than running a general business. Dental CPAs have spent years helping dentists with day-to-day business needs and they know how to best run your payroll department or to help you receive a deduction for that new piece of equipment that you have been eyeing for the past six months. Out of all your advisors, your dental CPA will be the one who is around the longest, helping you on a yearly basis with taxes and other business issues.

DENTAL ATTORNEYS

Although there are thousands of attorneys to choose from, very few have tailored their practice on a full-time basis around helping dentists in their business needs. Think of your attorney as your catcher or goalie: they take everything in but they stop the bad things from happening. As a seller, enlisting an attorney to review your purchase agreement is a way to protect you in your retirement or at your new dental practice which you are acquiring. There are many areas within a purchase agreement which can hurt your chances of continuing to practice dentistry or can leave you “on the hook” for years to come due to issues like the past treatment of patients, etc. You should also have the attorney review your lease and draft an assignment of the lease to give to your landlord. Generally, you will remain liable under your lease for the life of your lease, which could be another 10-15 years! However, a dental attorney will try to remove this liability by speaking with the landlord and inserting a provision into the assignment of the lease relieving you of liability after a specified period of time. As a buyer, a dental attorney helps you primarily on two fronts, the purchase agreement and the lease. In a purchase agreement, the dental attorney will try to protect your new investment as much as possible, making sure the seller isn’t hiding any problems in the dental practice and insuring that the seller won’t compete with you after the sale of the practice. With the lease, the dental attorney will try to protect your goodwill and your leasehold interest (your lease) as much as possible since these are the most valuable assets you have in your dental practice. Unfortunately, many landlords don’t understand what they have in their lease and many of these provisions can have a significant effect on the value of your dental practice when you go to resell it!

Although this brief article only mentions three types of professionals that can help you realize your dream, there are other professionals within the dental community that can help you just as much. Lenders who specialize in providing loans to dentists will generally provide a better rate then regular banks or other lending institutions, practice consultants can show you areas within your practice which you are not using to their full potential which can help you to make more money, as well as other professionals who have spent years with dentists helping to perfect the ownership or sale of a dental practice. The most important thing to understand when thinking of buying or selling a dental practice is that you are not alone. Unfortunately, our law firm receives too many calls from frantic dentists who have seen their dreams go up in smoke simply because they were trying to accomplish their dream on their own. Using advisors to help you in this stage of your professional life will be worth the extra cost to you, especially if you use professionals who are specialists in the dental community. Remember, the do-it-yourself mentality usually ends with a headache and an unrealized dream. Besides, who really wants to know what a slug nut is anyway, and if you already do I have a three piece “thing” sitting in my dining room I need you to fix for me.

Jason P. Wood, B.A., J.D. and Patrick J. Wood, B.A., J.D.Jason is an associate attorney in the law firm of Wood & Delgado, and Patrick is the founder and senior partner of Wood & Delgado, a law firm which specializes in representing dentists for their business transaction needs. Wood & Delgado represents dentists in California, Nevada and Colorado and can be reached at (800) 499-1474 or by email at jason@dentalattorneys.com or pat@dentalattorneys.com.

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

For more information or to sign up for our newsletter, please contact arose@dentalcpas.com
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