Three dentists training in a classroom

Using your practice as a Dental Assisting School

The U.S. Bureau of Labor projects that employment of dental assistants will “grow 25% from 2012 to 2022.”1 You’ve probably already witnessed the growth and demand for quality-trained dental assistants. But have you ever considered how you could utilize your practice as a training facility?

Depending on the actual physical size of your practice, you may have an additional income opportunity staring you in the face. Imagine using your facilities after hours, one day a week over 10 to 13 weeks to train potential dental assistants? For many dental professionals, it’s an easy way to generate more income from their dental practice.

Once again, if you physically have a large enough practice, opening your own dental assistant training program makes a lot of sense. That’s because your dental facility probably already has a lot of what is needed to train dental assistants. And, perhaps best of all, you don’t even need to be there. With the right program materials, your experienced hygienist or dental assistant can teach the class. In addition, depending on the accreditation of the program you use to start a dental assistant training school, you, your faculty and your students may be eligible to receive CE credits for your efforts.

Obviously, starting a training program requires training materials, curriculums, and more. Fortunately, a variety of resources exist to help dental practices quickly get up to speed in offering dental assistant training. If you’re interested in learning more, a great place to start is an article in Dentistry iQ.

Starting your own dental assisting school can be a viable way to utilize space and equipment you already have, in a way that doesn’t detract from your current practice while generating more income for your overall bottom line. It can be a smart and rewarding move that helps satisfy a need for quality-trained dental assistants.

Reference:
1U.S. Bureau of Labor Statistics, Occupational Outlook Handbook

Empty dental chair with other equipmentThe classic definition of a dental practice transition is when a doctor sells all or part of their practice to another dentist. The seller either retires shortly after, or phases themselves out over a period of time. Other names to describe a practice transition include: buy-out, associate buy-in, partnership, or practice sale. But, the transition that is the best deal in dentistry is the practice merger.

Just like a traditional transition, the merger can be structured in many different ways. Two of the most common are:

  1. It can be an outright sale, where the seller retires immediately.
  2. It can be a phase-out, where the seller merges their practice into the buyer’s and works for a period of time as the associate. This can be as short as a few weeks, or it can be a long phase-out over years.

So why would a buyer want to purchase a merger? Big business figured this out long ago: The quickest way to grow a business with the least amount of risk is through acquisitions.

You have heard the term “mergers and acquisitions.” Bank of America, Chase, and JP Morgan didn’t become massive banks through organic growth, they did it by buying and merging other banks. There are two main economic theories for this operation. First, there are synergies that are gained when you combine two similar operations. Redundant expenses and staff can be eliminated. The result is two gross incomes with one overhead.

Second, the immediate increase in number of patients.

Let’s take a look…

Buyer’s Practice – 1800 active patients   Seller’s Practice – 800 active patients
Gross Income 600,000   Gross Income 384,039
Wages 180,000 Wages 136,135
Taxes 10,415 Taxes 13,518
Rent 36,000 Rent 24,000
Legal & Professional 3,000 Legal & Professional 1,935
Insurance 4,500 Insurance 3,208
Office Expense 15,000 Office Expense 2,412
Repairs 4,500 Repairs 2,169
Utilities 12,000 Utilities 5,269
Telephone 2,400 Telephone 2,819
Dental Supplies 36,000 Dental Supplies 24,000
Labs 30,000 Labs 29,051
Bank Charges 5,000 Bank Charges 3,758
Marketing 15,000 Marketing 3,000
Dues & Subscriptions 1,500 Dues & Subscriptions 1,500
Total Expenses 355,312 Total Expenses 252,774
Net Income 224,685 Net Income 131,265
Overhead 59% Overhead 65%

When a merger happens, all of the highlighted areas of the purchased practice go away. When you merge the practice into the buyer’s practice, you are only paying one rent, not two. You are only paying one accountant, not two. And so on.

Buyer’s Practice – 1800 active patients   Seller’s Practice – 2600 active patients
Gross Income 600,000   Gross Income 984,039
Wages 180,000 Wages 225,000
Taxes 10,415 Taxes 11,502
Rent 36,000 Rent 36,000
Legal & Professional 3,000 Legal & Professional 3,000
Insurance 4,500 Insurance 4,500
Office Expense 15,000 Office Expense 15,000
Repairs 4,500 Repairs 4,500
Utilities 12,000 Utilities 12,000
Telephone 2,400 Telephone 2,400
Dental Supplies 36,000 Dental Supplies 59,000
Labs 30,000 Labs 59,201
Bank Charges 5,000 Bank Charges 8,000
Marketing 15,000 Marketing 0
Dues & Subscriptions 1,500 Dues & Subscriptions 1,500
Total Expenses 355,312 Total Expenses 458,850
Net Income 224,685 Net Income 525,189
Overhead 59% Debit Service on the loan 15,776
Net Income 509,413
Overhead 52%

When you look at the before and after of the combined practice, it’s like magic! The buyer picked up an additional 800 patients overnight. If you’re getting 10 new patients a month at your practice, it would take almost seven years to reach 800 new patients.

Chart showing 800 patient increaseWe have completed many “merger” deals and the buyers almost unanimously tell us they were successful. A few patients that once lived in the neighborhood and now travel, may take this opportunity to find a dentist closer, but the vast majority of patients transferred to the new office. As the “new” dentist, you have the opportunity to make a great impression on new patients and give them a good experience that will keep them as patients.

Once a dentist does one of these transitions, it’s not uncommon for them to call us a year later to inquire about other nearby deals and be put at the top of the list to call if any become available.

There is no better feeling, knowing that a transition was a win-win for all involved.

James Ackerman is a dental transitions broker with ADS Midwest. He can be reached at jim@adsmidwest.com or (314) 449-4517.

Dentist working at a computerHello Again,

Our last article was dedicated to the basics of tax considerations in the practice transition process. As a quick refresher, the total sale price of a dental practice is typically allocated in some part to goodwill, equipment, and supplies. Each of which carries with it its own tax consequences for both the buyer and the seller. In short, the seller will want to mitigate taxes on the sale proceeds they just received, whereas the buyer will want the shortest write-off possible for the business and property they just acquired.

While the above may seem obvious, occasionally some opportunities present themselves for even more creative tax planning and minimizing strategies.

Timing of Transition

A seller may want to pre-plan their transition to happen on January 1st of a new year (or first business day of the year). This will push any income (whether ordinary or capital gain) into a tax year with no other income. For example, a practice sold by a married owner that will result in $450,000 in capital gains and $75,000 in ordinary income from the sale, plus a $300,000 business profit in the same year would result in an approximate federal tax bill of $156,775 (19% effective tax rate). That same transition pushed to the following year without business income would result in a total federal tax bill of $123,049 between the two tax years (14.9% effective tax rate). This is an easy and straight-forward tax minimization strategy.

Use Sale Proceeds to Fund Retirement Plans

If a seller is not planning to execute your transition on the first of the year, he or she may be well served to use some of the sale proceeds to maximize funding of the practice retirement plan. This works especially well if you use a Cash Balance plan in conjunction with your practice 401(k)/Profit Sharing plan. A 401(k)/Profit Sharing plan will allow an owner age 50+ to deposit $64,500 into the plan pre-tax. If using a Cash Balance plan, that amount can easily be in excess of $150,000. Since deposits into these plans don’t have to be made until tax-filing, the cash from the sale of the practice can be used to make the deposits and result in considerable tax savings. This strategy should be formulated in the years leading up to a practice transition to best allow for any plan implementation or necessary amendments.

Receive Sales Price Over Time

While some owner-doctors seek to get the entirety of their sales price upfront, not every seller needs or wants this. Consider a seller that is planning on staying with the practice after the sale as an associate for the new owner. If continuing to work, they may not need the sales proceeds to live on, so they can afford to take some or all of the sale price over time. In this situation, the buyer and seller have abundant flexibility in crafting deal terms.

Notebook titled tax planning on a deskOne option available in a transition of this nature would be for the seller to finance the transaction, all or in-part. In this case, the buyer would make payments directly to the seller (instead of to a bank) over a specified term and at a specified interest rate. While this method does carry more risk to the seller than traditional bank financing, if the seller feels that the buyer is credit-worthy and charges a commensurate interest rate, it would allow the seller to stretch the tax on the sale of the business over time. In accounting nomenclature, this is referred to as an “Installment Sale.” In this case, the seller pays tax on purchase over time (some at capital gain rates, and some at ordinary income rates). Since an installment sale is a loan, it will carry interest which the seller will be taxed on at ordinary income rates.

Given the level of trust the seller must have in the buyer, it shouldn’t come as a surprise that a method like this is typically used when the buyer and seller have an exceptionally close relationship, like a son or daughter buying the practice from a parent.

Associating After the Sale

Another potential option for a seller that is planning on working after the sale would be to balance the practice sale price with the associate’s salary. In other words, a seller is sometimes willing to take less for the practice up-front, if they will receive a generous salary as an associate in subsequent years. Conceptually, a practice listed for sale with an $800,000 price may actually sell for $600,000 if the seller will be paid $200,000 in salary over the next 2 years. It’s worth noting that this strategy would likely require a departure from the traditional percentage of production or collection compensation model in favor of a more conventional salary (fixed amount per year). Buyers may find the option appealing, as the salary would be immediately expensed (written off) in the year(s) paid. Even though the salary would be taxable to the associate (seller) at ordinary tax rates, that tax would be spread over the years it is paid. Furthermore, it allows for a point of negotiation if it is important to the seller to be able to work after the transition.

Taking this strategy one step further, if the new practice owner is agreeable to it, the associate may be paid as a sub-contractor. Instead of receiving compensation in the form of wages, the new owner will pay compensation in the form of fees to the seller (or their entity). Doing so will allow the seller to continue to deduct professional expenses just as they did when they owned the business. Additionally, they can couple this strategy with the Retirement Plan Funding tactic mentioned above to further offset income tax.

These are just a few ideas for strategies than can help manage taxes in a dental practice transition. The points listed above are the not applicable to all practice transitions and both a buyer and seller should consult their respective Dental CPAs to make sure any transition strategy serves their objectives. With that said, hopefully it’s clear by now that the more proactive and communicative both parties can be leading up to the formal transition, the more options for tax strategy they will have.

As a parting comment, I must caution all buyers and sellers to beware of the practice brokers that seek to apply a “cookie cutter” approach to deal structure. Which is to say they know one way to structure a deal that leaves little, to any room for creativity or flexibility. This is why it’s imperative to work with seasoned professionals, like ADS Dental Transition member firms. Collectively, we have decades of experience crafting successful practice transitions for both the buyers and sellers we have represented.

Ted Schumann, II, MBA, MSF, CFP®, AIF®
John Looby CPA – The DBS Companies

“Goldman Sachs raised its forecast for 2021 US gross-domestic product growth to 6.8% from 6.6%” 1
“Small Businesses Finally See Positive Outlook for Economic Recovery in 2021” 2
“The Economy Is Improving Faster Than Expected, the U.S. Budget Office Says” 3
U.S. Economy Is Expected to Reach Pre-Pandemic Peak by Mid-2021 4

Financing dental practices
We had the best economy with the lowest unemployment OF ALL TIME prior to this virus. Most economists are confident that the stimulus package will result in several years of better-than-average growth in the US economy.
I personally have had private conversations with DSO/corporate executives that are
bullish on dental revenues for 2021. Most were able to weather the pandemic storm
through PPP loans and managing their expenses. Sometimes that meant putting their
associate dentists on furlough. When all is said and done, I believe long-standing
practice owners will emerge from this pandemic better off than any associate dentist.

Dentistry has always been one of the best small businesses during times of economic downturn and especially during the times when a slow economy bounces back. Fortunately, most of the revenue “lost” during the pandemic was not really lost, but deferred. Except for perhaps hygiene revenue, all deferred dental treatment will need to be done, and unfortunately for many patients, some of that deferred treatment might lead to more extensive treatment. We all hope our favorite restaurants will re-open to full scale, but unfortunately all their lost revenue is truly lost! Not so, for dentists!

CURRENT STATE OF THE UNION FOR PRACTICE TRANSITIONS

The mandatory shutdowns have forced many businesses to rethink their current business models, as they have discovered that their employees working from home can be more efficient than the costs of renting large office space. Obviously, dentistry cannot be done remotely, but the shutdowns have triggered an event that many of us have been expecting for several years.

1983 (the year this author graduated from dental school) was the year that the baby boomer generation produced the most dental school graduates of all time. Baby boomers are those that were born between 1946 and 1964. Many of the older boomers delayed their retirement after the 2009 economic downturn. The pandemic, combined with record stock market numbers, has spurred all boomers to consider retirement. I am personally seeing a 30% increase in the number of listings in my inventory, and this number is 50% higher than the 2010 levels of practices on the market. The basic supply/demand economic balance is getting weighted on the supply side, which historically will pressure pricing downward.

Since the mid-2000s, many dental schools have opened up across the country. And, since 2017, we are producing more dentists than the number that graduated in 1983. While that sounds encouraging as far as numbers go, the demand for dental practices has waned since the 2009 economic downturn for many reasons:

  1. The current average debt of dental graduates is now between $400K and $500K and they are fearful of going into more debt.
  2. The millennial mindset of these graduates is totally different than the boomer mindset. Boomers went into dentistry to own their own practices and be their own boss. Millennials generally are more interested in “quality of life issues,” translated as they do not necessarily want the responsibility of owning one’s practice, making the decisions that are required, and carrying the worries that comes with ownership. Because of this, Corporate dentistry does not have a problem finding associate dentists.
  3. The percentage of female graduates are now about 50%. My wife and daughter are both dentists, so this is not a negative comment on female dentists, but many female dentists rightfully put having a family above the perceived, all-encompassing stress of owning a practice. In 1983, females accounted for only 10% of the dental school class. Corporate dentistry did not exist, but those women dentists found a way to own practices and raise families.

Financing dental practices

TAKEAWAYS FOR SELLERS

  1. Both sides of the supply/demand scale are trending toward lower practice valuations. Even in the best of times, your practice sale only generates 1.5 to 2 times your annual take-home profit. Your practice sale never should have been the largest part of your retirement plan, but if it was, working an extra year or two results in the same financial gain. The sooner you contact your accountant or tax planning professional, the better.
  2. Every practice, large or small, has value! I am not trying to be negative in this article, I am just trying to be a realist. Large practices are now easier to sell than smaller practices, mostly due to the large school debts of the new graduates. If a dentist is the main breadwinner of their family, they probably need to buy a practice that collects over $700K a year to pay for their family and school expenses. Smaller practices are great for a dentist that is not the primary breadwinner, or a graduate that does not have school debt. Smaller practice owners should consider short-term leases as a buyer may want to merge the smaller practice into another to meet the new debt and cash flow needs.
  3. Location, Location, Location: There are some locations that will demand a premium, no matter what the supply/demand scale dictates. There are also some locations that previously sold quickly, but now they do not. Your local broker should be able to tell you what the current demand is in your area. Please note, that even a 5-mile difference in any area might generate a huge difference in demand.
  4. Be Patient! Most buyers now are still expecting some type of “COVID-19 discount.” In fact, there were many practitioners that “threw in the towel” during the shutdown and sold their practices at huge discounts. There is no reason to do that now, but assuming you went back to work months ago, you are now still in a “prove it” mode to show buyers, lenders, and buyer’s accountants that your practice is back to normal. Frustrated, furloughed associates are entering the transition market and patients are returning to dental practices. I believe the economic forecasts cited at the beginning of this article will be true for dentistry by mid-2021, and that dentistry will surpass every other business as it has always done in a recovery. Increased revenues, combined with more demand, should help practice values later this year.
  5. Brokers may be more necessary now than ever: Navigating these new times and exposing your practice to the greatest number of potential buyers is what we do here at ADS Transitions. We are a consortium of independently owned brokerage companies that can expose your practice through a nationwide portal and locally through our own website and portal. Your practice is still one of your most treasured assets. Transferring this asset is infinitely more difficult than selling your home, and most of you would never try to sell your home without an agent who gives your home exposure in your market. Saving a few percentage points on a commission with a non-local broker, or one that does not have exposure in your market is pure folly. Even hiring the best broker cannot guarantee finding the perfect buyer in short order, but not hiring the best can certainly lessen your success by a great amount.
  6. Financing dental practices

    TAKEAWAYS FOR BUYERS

    Associates will take home less than owners for the same amount of production, whether the economy is strong or weak. Large practices that employ associate dentists, do so for the profit potential. There is nothing wrong with this, but it should be common sense that a productive associate is making money for the “house” and would be able to retire make debt payments and feed their family better if they took home that extra profit.

    1. The best way to pay off debt is to own your own practice. As soon as you are producing $2,000 to $3,000 a day on a normal fee schedule, you should be able to take home almost twice the amount of money as an owner, rather than as an associate! Practice debt should not be looked at the same as dental school debt or other debts. It should be looked at as a “return on investment”
    2. 100% financing plus working capital is available at 4% or less. At these rates, the smart “return on investment” is to buy a practice that covers your financial needs, as the greater profits translate into the best return on investment. Of course, the greater the profits, the more the practice will cost, but the low interest rates will always show that your take-home amount after debt service will be more with the larger practice.
    3. Don’t get caught up in the “price” of the practice. Your “million-dollar question” in your due diligence is “how much do I think I can produce with the patient base in this practice.” Your due diligence should reveal whether you may be able to increase revenues, or perhaps, won’t even be able to meet what the seller produced. We all have different skill sets. No matter what your “team of advisors” might tell you, only you know how you compare to any dentist you are replacing. Your debt service differential is nominal compared to your own skill set with any patient base, meaning the price is nominal compared to what you estimate you could produce in a practice. Based on your skill sets compared to the seller’s skill sets, you will find practices that you might double when you take over, compared to practices you might be lucky to produce half of what the seller did. Guess what, they will both be priced at market metrics for gross receipts and cash flow for the CURRENT doctor’s skill sets! Getting a “steal” on a practice where you cannot replicate the seller’s production, for whatever reason, could be a disaster and “over-paying” for a practice where you increase revenues could be the real steal, even in a practice where the buyer might have to take the Delta fee reduction.
    4. Scratch starts are crazy. Building out and equipping a new, two-operatory practice now costs around $500K. There are no patients to start with, only bills! For $500K, you can buy a practice that already throws off several hundred thousand or more as a profit, not just gross receipts! Even if you are debt-free, don’t really need the income and find a “facility only,” normally you will most likely have to spend money on upgrades and marketing to get to the size practice you desire. It still makes more sense to buy many of those smaller practices that an old boomer is ready to let go of, knowing you will have to upgrade much of the office. Most older docs ready to retire with smaller-producing offices are way underperforming on their current patient base. These are usually diamonds in the rough, but again, only your own personal due diligence can determine this.

    CONCLUSION:

    Sellers: Be patient as the best is yet to come this year, even with the uptick in supply.
    Buyers: You have more choices now at the lowest interest rates in the history of the modern economy. Choose wisely, employ good staff and you will eventually pay off your debts, live more comfortably and be able to afford more time away from work, as your staff should be able to help relieve you of the burden of ownership headaches.

    Dr. Timothy G. Giroux, DDS started his own dental practice in 1983 and has used that experience to help buyers and sellers. Dr. Giroux is a part of Western Practice Sales.

    Footnotes:

    1. Market Insider, Feb 9th, 2021. Author Shalini Nagarajan
    2. Business Insider, Feb 9th, 2021. Press Release
    3. New York Times, Feb 1st, 2021. Author Jim Tankersley
    4. Wall Street Journal, Feb 1st. Author Kate Davidson

Whether you are a first-time practice owner or someone looking to expand, relocate or add an additional location; the options for financing today have never been this extensive.

When it comes to the types of financing available for the purchase of a dental practice, the most common options are conventional banks, Small Business Administration (SBA) and seller financing.

Financing dental practicesConventional banks who specialize in financing dental practices may provide up to 100% financing. What this means is a lender may provide the buyer a loan for the full purchase price. Buyers will usually borrow additional money for operating capital or to acquire the seller’s accounts receivable. Some lenders offer this as a term loan or a line of credit or a combination of both.

Throughout the country, Small Business Administration financing is made available through local SBA lending partners. Through these programs, they offer traditional term loan options. These loans are backed by a government guarantee and the terms are typically up to 25 years. Borrowers are usually required to cover a percentage of the borrowed amount. Depending on the lender’s expertise and their SBA status, the process can be very fluid. Trust your advisors when choosing a SBA Lender.

Seller financing is where the borrower has a financial obligation to the seller for the amount borrowed. This was quite common many years ago when bank financing wasn’t readily available like it is today for most borrowers. This option is more commonly used today for space sharing situations, as a first lien position is difficult to obtain for traditional lenders.

Borrowers too often associate the best deal with the lowest interest rate. Interest rate is important but it isn’t the only factor that a borrower and their advisors should be focused on. Remember, once the contract is signed, you are the one responsible for making the payments, not your advisor.

Terms offered vary from lenders but 10-, 15- and 20-year terms are amongst the most popular selected by borrowers. With student loan debt being what it is these days, a longer term might provide better cash flow for the new owner. Before selecting the term, be sure to know what the principal reduction policy and the prepayment penalty is with the loan.

Principal reduction is where a lender provides the borrower the opportunity to reduce the outstanding principal balance by making a payment above and beyond the required monthly contract amount. Know what the lender’s policy and limitations are prior to signing their documents. Some lenders have no limits, some limit the amount each year and some do not permit any principal reduction.

Prepayment penalties are quite common. A prepayment fee may be applicable if the loan is being prepaid in full during a restrictive period stated in the contract. The most common prepayment fee is 5% of the borrowed amount in year one and declines by 1% each year with no prepayment penalty after the fifth year. This varies by lender and should be discussed and disclosed prior to executing any loan documents. Prepayment penalties present less of a concern today for most borrowers and their advisors as today’s interest rates are quite low compared to previous years.

Collateral for most lenders is a first lien position on the business. A personal guarantee of the borrower is also required.

Some non-specialized lenders might limit the loan amount to a percentage of the requested amount. This would require the borrower to inject a percentage of the loan amount from their own personal savings. An additional household guarantor and the possibility of lien position on the personal residence may also be required. Fees could be a flat amount or a percentage of the approved amount. This varies by lender and their expertise in dental lending.

Create a realistic business plan. There are many resources available to provide templates and direction. Some lenders require them and may have their own templates.

Practice of your dreamsNo two practices and no two buyers are alike. Each is unique. A buyer’s experience, historical income, savings, credit score, student loan debt, installment debt, credit card debt, household obligations and household income all play critical parts in the underwriting process, decision and what collateral might be necessary to secure a loan.

The practice of your dreams could be right around the corner. Before that day arrives, connect with an expert and be prepared.

    

Dental Practice ValuationA dental practice valuation is much like a preventative checkup on your practice’s financial health. A certified broker/valuator will take an in-depth look at the health of your business and diagnose any areas that may need adjustments or improvements. Periodically paying for a quality valuation on your business will put you in the best position to get your practice in top shape when you are ready to sell it. The cost of a practice valuation will vary widely based on the complexity of the practice(s) involved. Some factors that affect the valuation cost include:

  • Are there multiple locations?
  • Are there several owners?
  • What kind of corporation is it registered under?
  • Is it merely a baseline valuation or is it an extremely important need like an urgent health issue, an untimely death, marital or a partnership dissolution?

While these are some of the more common factors, there are a multitude of other questions and scenarios that can affect cost of valuations.

Why pay for a valuationSo, why pay for a valuation of your dental practice when you have offers to get one for free? It is key to understand that a free valuation can often cost you more in the long run than if you pay for a quality valuation. Free valuations are typically done with quick rule of thumb, or straight percentage methods of collections, or EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) that can be misleading and just wrong. The problem is, the lack of specificity regarding all expenses, including everything from salaries to occupancy costs, can vary greatly from seemingly two similar practices. It is important a qualified professional thoroughly analyzes all the financials and facts of your dental practice, utilizing appropriate valuation methods and adjustments. Of course, there are other reasons besides selling a practice for obtaining valuations, which include litigation, partnerships, mergers, estate planning, etc. These too require a comprehensive valuation from a qualified professional.

Timing:

The majority of valuations are done for doctors either selling a portion or all of their practice. In this case, we advise getting valuations periodically in advance of your desired sell date – two to three years prior is reasonable. A qualified professional valuator that has done thousands of practice valuations can highlight any line items that could decrease the value of your practice or make it difficult for a buyer to get financing. The valuation will reveal the strengths and weaknesses of the practice, which will be identified by the practice valuator. The valuator knows the industry standards for dental practices and can inform the practice owner on how their practice compares to other practices in the area. This will allow the practice owner to have enough time to identify and improve on the weaknesses of a practice so that the changes have a positive effect. Again, it is best to conduct the practice valuation two to three years prior to the time the practice is out on the market to sell.

Factors:

A dental practice valuation is a professional opinion of the practice’s market value based on all the relevant information. Most financial institutions will want the same information that the broker/valuator has used to arrive at a value in order to secure financing. The following are the major items that are analyzed when preparing a practice valuation:

  • Gross income
  • Net income
  • Fee schedule
  • Staff information
  • Business hours
  • Type and condition of equipment
  • Office condition
  • Occupancy costs (high or low)
  • Type of insurance and/or payment accepted (e.g., PPO, HMO and Medicaid, etc.)
  • Total number of active patients
  • Number of new patients per month
  • Specialties and procedures done in-house and/or outsourced
  • Patient and area demographics
  • Marketing efforts
  • The practice’s goodwill

Methodology:

At ADS Precise Transitions, we perform valuation engagements and present our summary report in conformity with the National Association of Certified Valuators and Analysts (NACVA). The valuation analyst expresses the results of the valuation engagement as a conclusion of value, which may be either a single amount or a range.

The standards of value are investment value and fair market value. The investment value is fair market value without consideration of discounts. This is defined in Revenue Ruling 59-60 as “the price at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts.”

Most valuations are the “going concern value” type of practice value. These include the dental equipment, office equipment, furnishings, instruments, supplies, patient records, goodwill, URL, and telephone number(s) assigned to the practice.

It’s important to note analyses include, but are not limited to, the above-mentioned factors. To demonstrate a cash flow profit available to a subject practice, Federal Income Tax Returns and/or Income Statements are analyzed. Adjusted income statements are then developed from the Tax Returns and Income Statements to demonstrate the true net income of the practice.

It is from the adjusted net income that the buyer will receive the return on his/her time and investment, and service any debt incurred with the acquisition of the practice. Additionally, it is from calculation of the adjusted net income that the true cost of operations can be developed. Subject practices are analyzed using both a capitalization of earnings approach and an assets summation approach. The information analyzed includes:

  • U.S. Income Tax Return forms for 3 years
  • The most recent Income Statement
  • A proprietary ADS Profile Questionnaire
  • A depreciation schedule for the subject practice
  • An equipment evaluation
  • An in-person interview with the practice owner
  • A site visit to the subject practice
  • Financial information provided by the owner’s accountant

Professional valuation for a dental practiceAs you can see, there is a lot of information and analysis that goes into developing a professional valuation for a dental practice. The selling doctor is in the best position to get the best price for their practice and a smooth transition when they are armed with a quality valuation.

The Bottom Line:

The cost of a valuation is very much linked to the opportunity cost that you are willing to risk. It is highly recommended that a doctor should arm himself or herself with a quality valuation to get a precise report on the practice, know when they are ready to sell and if the practice is in the best possible position. A professional valuation will allow you to make any improvements to increase the value of the practice prior to the sale and supply you with documentation on the market value of your practice.

This all leads to a much smoother transition of your practice, makes negotiation and financing easier, as well as enabling you to collect the correct price for all the years of hard work you put into building your practice.

This is written by Jed Esposito, MBA, CVA, is a principal of ADS Precise Transitions. Mr. Esposito has been providing practice management transition and valuation services in the U.S. since 2003.

Contact information P: 303.759.8425 / E: jed@adsprecise.com / W: www.adsprecise.com

Tax Consequences of buying and selling a practiceOne of the most difficult decisions for any Dentist is deciding when to buy, and then later in life, sell his or her practice. It may not initially sound or feel like it, but the calculation of taxes is actually one of the easier things to deal with during transitions when utilizing guidance from your tax advisor. I say this because it is simply dollar amounts that can be planned and calculated.

As a buyer, you are likely going into the decision of purchasing a practice while encumbered by student loan debt. The thought of putting a six or seven-figure debt on top of this is a daunting proposition. However, it is going to be one of the most pivotal decisions you will ever make. While it may take some time, due consideration and analysis, eventually you will find the perfect practice for you. Not to mention the fact, that you will now be in charge of staffing, billing and other daily events in the life of a practice. These are some of the items you will find are well worth your efforts when you start calculating your Entrepreneurial Profits once you are up and running. I also mention these items to show you that calculating your tax considerations from a purchase will be the easier item to manage.

One of the most overlooked and underappreciated parts of the practice purchase negotiation is the allocation of the price. From a buyer’s perspective, you are given a better tax write-off option with the allocation amount that applies toward furniture, fixtures and equipment. This amount will allow your tax advisor various options on how to depreciate/write off this part of the purchase. Your tax advisor will be able to look at the options of maximizing Sec. 179 Depreciation election or Bonus Depreciation. These methods allow for a buyer to immediately write off purchase amounts as expenses in the year of purchase. Alternatively, they may also want to use the traditional method of depreciation based on the assets’ useful lives, usually 3 to 7 years.

First-year depreciation optionIf you are using current year income or personal funds to pay for the assets, you may consider doing a full, first-year depreciation option (Sec 179 and bonus). However, if you have fully financed this portion of the purchase, like most buyers, depreciation over the useful life of the assets gives you the ability to match expenses in the years you are paying down your debt.

The remaining amounts from the purchase of a practice are usually allocated to Client Lists, Goodwill and Covenants Not to Compete. This is typically how the majority of the overall purchase price is classified. The purchase price for a typical dental practice is classified 75% or more Goodwill. For tax purposes, these items are amortized over 15 years. This means that whatever the allocated amount is to these items, you will get the tax deduction equally split over 15 years. At first glance, one may not like this, but it is helpful in trying match debt reduction with an expense write-off.

The remaining amounts from the purchase of a practice are usually allocated to Client Lists, Goodwill and Covenants Not to Compete. This is typically how the majority of the overall purchase price is classified. The purchase price for a typical dental practice is classified 75% or more Goodwill. For tax purposes, these items are amortized over 15 years. This means that whatever the allocated amount is to these items, you will get the tax deduction equally split over 15 years. At first glance, one may not like this, but it is helpful in trying match debt reduction with an expense write-off.

When a practice purchase is financed with a bank loan, the payments on the loan principle are not tax deductions. Your deduction from the loan payments is the interest paid and the items you purchased with the loan proceeds. When you are paying down the principle on your loan with income from your practice, you have income that is spent without a direct deduction. However, as mentioned in the last paragraph, the long-term amortization of 15-year items helps to offset these principal payments in future years. These items will not line up exactly dollar for dollar, but it is always nice to have a tax deduction to offset payments on things that are not deductions.

We’ve discussed tax treatment of a dental practice from a buyer’s perspective. Now let’s look at it from the seller’s point of view. As a seasoned practitioner now ready to sell, and often preparing for retirement, a few items need to be considered and planned for as you move forward.

As mentioned in the allocation for a buyer, your allocation of sales price as a seller will go toward those same items. As a buyer, one will want more money allocated to furniture, fixtures and equipment. Now as a seller, you will want those same items allocated as low as possible. This is because, from a tax standpoint, you will pay ordinary income tax rates on the gain from the sale of those assets.

Allocation between buyer and sellerAs a side note that is not directly related to taxes, this is also the allocation that seems to cause a lot of animosity between buyer and seller. The buyer wants this figure high and the seller wants it low. From both perspectives, I always recommend that “fair is fair.” Many times a buyer and seller can look at the hard assets of a practice and eventually come up with a used fair market value. If the two parties cannot agree, then an appraiser can be hired to determine this amount. Just remember that if you wanted to sell the furniture and equipment for $50,000 but you settled on $150,000, don’t sweat the extra tax if the $150,000 was a fair value allocation. Again, what’s “fair is fair.”

The balance of the purchase price allocation that goes to the intangible assets of client lists, goodwill and covenant not to compete are taxed at long-term capital gains rates. In many circumstances, the seller will have zero basis for the sale of these items. This means you will pay tax on the full amount received without reduction. As of current tax law, you will end up paying tax at either the 15% or 20% federal capital gains tax rate. You will also need to consider your personal state income tax implications. These obviously vary from state to state. Please consult your personal tax advisor as to which bracket you will pay and how your state taxes capital gains.

It’s worth noting that a practice sale will ideally happen in a year of little or no other income. In other words, if possible, consider closing the sale of the practice in early January when little if any other income has been made. Using this strategy will keep low tax brackets available to be filled by taxes due on practice sale.

InvestmentsIt seems that many businesses and organizations are asking members to focus on what factors may influence the long-term survivability of their organizations and to make plans and recommendations to deal with those factors. The intent is not so much about organizational goals and mission statements as much as it is about the ability to physically survive into the future. Maybe the recent pain of the pandemic is the stimulus. Topics of discussion might include changing demographics, staff retention, physical property needs and cash management. This should be an ongoing process for any dentist hoping to ultimately transition the practice to another owner.

I see two phases of sustainability in dental practices, the first centering on the career of its current owner and the second, the focus of this article, having to do with the ability of the business to be transitioned to the next generation. Surprisingly, successful management of a practice for the benefit of the current doctor may not always ensure a successful change of ownership. While revenue levels (which we will discuss in detail) might be the most obvious, there are a number of other potential deal-breakers.

Six practice impacts to potential buyersReal Estate – A prospective buyer must be able to get a market-rate lease on the practice space. If the landlord will not offer the buyer a suitable lease, your practice value may be seriously reduced. Further complications may arise if the practice owner owns the real estate.

Patient Base and New Patients – Practices that do not have an adequate number of patients along with an ongoing stream of new patients to replace those lost to attrition will have a hard time being transitioned to a new owner. Since turnover in many areas is as high as 20%, the 1,500 patient practice would need to attract about 25 new patients a month just to stay even.

Physical Facility – Tired-looking and dirty practices with outdated equipment will have a hard time attracting a successor. Most potential buyers have been trained on and have always practiced with digital radiography. If you don’t have it in place it is almost a direct deduct. Likewise, curb appeal matters as today’s buyers have little desire for taking on rehab projects.

Staff – On the first day the new owner shows up at the office, they will be relying on your staff to introduce them to patients, run the schedule and operate the business and treatment systems, etc. Cultivate them as a valuable asset, but be careful about letting them become an unreasonable percentage of your overhead. If your total staff costs are over 30% of your revenues, there may be problems for a new owner.

Location – This is a tough one that you can’t do much about. If you have an otherwise marketable practice in a rural area, there is a good chance no buyer will come along before you decide to lock the door and leave.

Revenue – Of all the factors we have discussed in this article, this is the big one. In the Midwest, if you are a solo practice, general dentist and your collections are less than $600,000 annually, your practice as you know it may not be sustainable into the next generation. Below this level of revenue there may not be enough money in the mix to pay the overhead, taxes, student loans, any acquisition debt and still have money for the buyer to take out for living expenses. If there are enough other positives about the practice, it can be sold but perhaps as a satellite location or a merger candidate.

You should begin now to maximize the positives of your practice and minimize the shortcomings in order to move closer to the day when you want to successfully trade the practice in for cash. One of the most important things you can do to ensure the transition of your practice is to create a directive in the event of incapacitation or sudden death.

Hopefully, your death will be long after your dental career has ended and you have had many, many blissful years enjoying your grandchildren and hobbies. But what about the possibility that life doesn’t work out that way? What position would you, your practice and family be in if you were to receive a terminal medical diagnosis today? Obviously, the sooner the practice can be sold, the better in order to retain its value. More importantly, the less of a burden it will be to you and your family.

Life Insurance PolicyAnd what about the tragedy of sudden death? In our office, we have witnessed families struggling with disposing of practices after doctors have suddenly died. You owe it to your family, staff and patients to prepare for this very real possibility. With no instructions in place, I have seen the family make some tragic mistakes that had a profound effect on the practice and its value. For starters, we suggest:

  1. Have a current will, trust, estate plan and appropriate Power of Attorney and Medical Directive. This seems obvious but it is incredible how often these things are incomplete.
  2. If available to you, obtain a quality disability insurance policy for your “own occupation” payable to at least age 65.
  3. Obtain adequate life insurance which, at the very least, will cover any practice-related debt, including real estate and six months of operating expenses.
  4. Tell someone where your documents are kept.
  5. Meet with a dental practice broker. I know this sounds self-serving, but while we all have attorneys, accountants and executors, no one is better able to quickly get your practice valued and sold. A broker familiar with your practice and market will be in the best position to find a buyer.
  6. Consider organizing or participating in a dental mutual aid society that will come to the immediate aid of a fallen comrade. A formal agreement between 5-7 doctors can provide peace of mind in knowing that your practice will temporarily be covered in the event of your unexpected demise.
  7. Have a Memo of Direction on file with your family, accountant, attorney and the transition broker. This will facilitate quick access to information about your practice and improve the odds of a quick sale.
  8. On at least an annual basis, organize important information about your practice as if you were preparing for a practice sale. Financial statements for the last three years along with a current Profit and Loss statement, current lease, any contracts you are party to and a current list of major equipment would be a good starting point.
  9. Tell someone where your documents are kept. Tell someone where your documents are kept. I repeat this as it is often the biggest reason for a delay in moving forward. No one knows where anything is kept.

The brutal reality of sudden death or a medical crisis is something that none of us want to face but it seems to me that as many as 80% of all doctors have no plan in place. Does that include you? A little planning now will go a long way in ensuring the continuation of your legacy.

1 million dollar checkIf you’re a dental student or new graduate, you’re going to be faced with a multimillion-dollar decision soon. Would a difference of over $12 million dollars in a 30-year career make a difference to you? If so, keep on reading.

I know you’re thinking, “What kind of stupid question is that? Of course, I would rather have $12 million more instead of less when I retire.” But, if you’re truly serious about having that extra $12 million, you’re going to need to make some serious decisions and actions to make that happen.

You’re probably thinking that you’ll have to swallow a gallon of snake oil to make this incredible difference in your net worth, but actually, it’s a very simple decision and action, one taken by hundreds of thousands of dentists before you.

Several years ago, I was talking with a banker who did lending for practice acquisitions, and I asked him why so many corporate companies were forming to buy up dental practices. He looked at me like I had two heads, and then explained that while this group of investors had vast sums of cash to invest, they were only earning about 1% interest in money markets. And then they discovered dentistry and saw how they could get a 20% or better rate of return on their investment by owning dental practices. I couldn’t believe what he was telling me, so I went home and got out the spreadsheets I created for my existing clients to see how that could possibly be.

Dental GroupLooking at those actual practices and their actual financials with a fresh eye, I began to view the practice metrics like a businessperson rather than a practice broker. I made cash flow adjustments to reflect the real dental income and the actual practice expenses and, as a new adjustment, included an expense for the owner’s labor of 35% of their personal production. Subtracting the actual practice expenses, including an allowance for the owner’s labor, resulted in the actual profit of the practice. If I did not subtract the expense of the owner’s salary, I would have come up with the resulting practice net income, but realized that the practice net is made up of two components, owner’s salary and practice profit.

The key to this whole epiphany was the bottom-line profit. And this profit is what the corporate companies want out of dentistry. The real takeaway about profit that few dentists understand is that profit is a benefit of ownership, not of work. The owner of the practice, whether it be the corporate owners and shareholders or the dentist himself, gets the profit, and nobody had to work for it. Just be an owner. Then I fully understood why corporate America wants to own your profession.

Data chart

Taking this actual profit and dividing it by the price of a practice tells us the rate of return on that practice investment. I found practice rate of returns on these actual practices of 20% to 30% and even more. The highest rate of return was for a pedodontics practice which showed a rate of return of 55%!

I went on to examine a practice I was marketing at the time to see what rate of return could be realized. The practice had revenues of $1,170,000, with hygienists producing $315,000 of the gross and the purchaser doing $855,000 in work. I know that sounds like a lot of work for one dentist to produce, but at five days per week for 45 weeks per year, it would only require $3,800 in daily collections — an amount that is easily achievable. As the purchaser gathered speed and skills, this amount could be achieved in a four-day week with seven week’s vacation.

Ask any successful businessperson where you could invest money and get a 26% return on your investment and they will most likely tell you that you’re crazy. And then they will ask you where you are going to get any money to even invest. Yet, the purchaser of this practice borrowed the money for this investment and it was in place on day one. They did not have to try to save up $750,000 to invest, which never would have happened. They just borrowed it.

In addition to the profit on their investment of $213,000, they also received something else with that investment — a job! And a great job at that, paying them 35% commission for a salary of $300,000 per year! Now for the math majors in the crowd, we can deduce that the purchaser made over a half million dollars in that first year alone! For the analytical type dentists, here’s how we compute the actual practice profit.

Gross Revenues $1,170,000
Subtract Operating expenses $   700,000
Subtract compensation for owner’s work – 35% $   300,000
Add Tax Savings from purchase $     43,000
Practice Profit $   213,000

Now it’s time to address that hook that I put out there — a 30-year career and retiring with over $12 million dollars more as a result of buying a practice. Well first, consider that the owner of this practice will keep the $200,000 per year profit rather than watching it go to the corporate executives and company shareholders. If you were to invest that $200,000 profit each year at a very conservative rate of only 4% interest, and never increase that investment, even though the profit will grow annually, in 30 years that account would have more than $12 million in it. That still leaves you an increasing salary starting at $300,000 per year to live on. You have had a very lucrative career and rewarding lifestyle, and in addition, you’ll be able to retire at age 56 with over $12 million in your account.

Now if you don’t like the sound of that, you could take a job with corporate dentistry that pays 25% commission and doing the same amount of work, but probably more, due to the low paying managed care plans that you’ll be in, and your yearly income would be $214,000. Period. No profit because that belongs to your company’s shareholders. You’re making ~$100,000 less per year salary and receive no profit. Now consider that you spent eight years of your life and around $400,000 in education to be able to provide corporate shareholders with the $12 million that you could have retired with and $3 million less income over your career. Does that really make any sense?

Now you may love the idea of being an owner and receiving profit but are put off by the cost of buying a practice. If that might be the case, consider the $300,000 income generated by the hygienists of this practice and deduct the hygienists’ salaries of $130,000 and you have a profit from the hygienists of $170,000 per year. That is more than ample to cover the $120,000 per year in loan payments. So, in reality, those very nice hygienists are paying for your practice one and a half times each month. What could be nicer than that? So, if you’re worried about making those practice payments, let the hygienist do it for you. In many cases I see where the hygiene profit will pay for not only the practice but also the building as well.

And it gets even better! Uncle Sam desperately wants you to buy a practice, so much so that he will allow you to deduct the entire price of the practice as well as the interest on the loan to buy it. In this case, instead of paying $250,000 in taxes on your income, Uncle Sam will let you apply that amount to the practice sale price! That’s a one-third savings on the price right there! And in ten years, the loan payments will end, and those $120,000 per year payments will now stay in your pocket. Oh, and when you’re ready to retire, collect another $1.5 million when you sell your practice.

Any way you slice it, your option to own your own practice, be your own boss, actually work fewer hours and have more income to live on and retire on are the benefits of ownership. The owner of this practice would earn $9 million in salary over their 30-year career even with no raises compared to the $6 million earned by the employee dentist. And the owner has a $12 million nest egg at the end, and we don’t see where the employee has anything.

So, as you start your career, consider the rewards that are yours to claim or forfeit. Decide carefully when you make that multimillion-dollar decision.

InvestmentsWhile economic recovery is progressing in the right direction, its slower pace is a concern for everyone in the dental industry. But there does appear to be hope on the horizon.

The ADA started conducting biweekly surveys in March of 2020 to get a better idea of the impact of COVID-19 on dental practices. As of October 19, 2020, 99% of U.S. dental practices were open.1 And while there appeared to be a slight decline in patient volume, practice values seem to be, for the most part, holding steady.

Additionally, a recent article on Dentistry iQ indicates that the COVID-19 crisis has many dentists considering the possibility of selling their dental practices. The article also mentions that today’s market doesn’t have a shortage of potential buyers.

Many of our ADS Dental Transitions brokers have reported that a good percentage of practice revenues are bouncing back and practice inventory appears to be gradually increasing. If this recovery trend continues, it’s good news for practice values.

Reference:
1 Health Policy Institute, “The Impact of COVID-19 on the Dental Care Sector”
https://www.ada.org/~/media/ADA/Science%20and%20Research/HPI/Files/HPI_COVID_Webinar_Oct_2020_2.pdf?la=en