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Articles

Volume 47: Selling your Practice in Stages

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Over the last few months many of our clients have pondered the idea of whether they should sell their practice in stages or all at once. There are many factors to consider when making this decision and every situation is different. However, there are some common issues that will apply and that is what I will focus on in this article.

Prior to deciding if you should sell your practice in stages, the first question to answer is; are you really ready to sell? There are many motivating factors to this decision such as financial, health, time and stress but no one but you can really tell you whether you are ready to sell or not. When you are ready, you will know.

If you have decided the time is right, then the next question is, should I sell it all or in stages? If your intention is to retire upon completion of the sale then the answer is obvious - you sell it all. If on the other hand, you would like to continue to practice for more than two years then you must decide if you want to retain an ownership interest or become in associate for the buyer. In order to stay, there must be enough work for both you and the buyer. The buyer will want to fill up his or her schedule first, which requires approximately 1,300 active patients. If there are enough patients for both of you to be busy, then it is possible to stay.

If you stay and decide to maintain some ownership, you will be required to become partners with the person who buys part of your practice. I’m sure you know of many very successful partnerships in dentistry. Most of these are with partners that are similar in age and philosophy. These partnerships were formed to facilitate the long term goals of both parties. Unfortunately, even these fail.

How much will you sell? If it is any less than 50 per cent, you effectively just have an associate who has some equity. You still have control and all the responsibility that goes along with it. It is really not a major change. Most buyers who will consider a partial purchase will not want to buy less than 50 per cent as they will want control over the future direction of the practice.

For illustrative purposes, let’s assume you sell 51 per cent. The deal closes, and two months later the buyer (your new partner) announces that he/she is upgrading your old computer system and adding digital radiography to the office. The total cost for these changes is $130,000 and you are on the hook for your 49 per cent. Are you going to be happy about that? Is that where you wanted $63,700 of your retirement nest egg to go? A few months later the buyer decides that your receptionist of 25 years just can’t keep up with this new technology and besides she is still booking all the best patients with you and only giving him/her the tough patients to deal with. He/she is going to let her go and you are going to pay 49 per cent of her substantial severance package. Besides the emotional strain that this change will cause you, it will also be very expensive. These are just a couple of examples of what might happen if you sell your practice in stages.

The next challenge will come when you are ready to sell the balance of the practice. Let’s assume your practice was worth $1,000,000 and therefore you sold the first 51 percent for $510,000. It is now four years later and besides the computers, digital x-rays and new receptionist, the buyer has added an associate who has taken extensive orthodontic and endodontic courses to work Fridays and Saturdays. The revenue of the practice has doubled and the bottom line has even more than doubled. You are looking forward to receiving your 49 per cent of a practice that will be worth at least twice as much as it was four years ago. You should be getting close to $1,000,000! The buyer gets a lawyer to draft the offer to buy you out of the partnership and offers you $490,000. You are dismayed but he/she says the growth in the value of the practice is all due to his/her efforts and he/she has no intention of paying you for “my goodwill”. You are not in a good bargaining position. You have cut back your hours, do not want to buy him/her out, and don’t have the energy or resources for a long drawn out battle.

In the end you would have been better to sell it all at the beginning, take the $1,000,000 and invest it wisely, while letting the new owner come in and make whatever changes he wants as you are an associate, earning 45 percent and immensely enjoying the last few years of practice.

David Lind is a Principal in Professional Practice Sales Ltd. (www.ppsales.com), which specializes in the valuation and sale of dental practices. He can be reached at (905) 472-6000 or 1-888-777-8825 or e-mail at: david.lind@ppsales.com

The Professional Advisory

  1. One Year Later

  2. Dealing with Unsolicited Offers

  3. Covid-19 Practice Sales Update

  4. When is the Right Time to Sell Your Practice and Why?

  5. Partnership Pitfalls

  6. The Real Cost of a Dental Practice Set-up

  7. Smaller Practice Realities

  8. Dental Market Update - 2019

  9. Creating Your Own Most Valuable Practice (MVP)

  10. Small Practice Economics

  11. The Market is Very Efficient

  12. How Can Dental Practice Values be Rising and Declining?

  13. Hygiene as a Value Driver

  14. The Value of a Good Team

  15. Is it Time to Move?

  16. Staging A Dental Practice

  17. The High Cost of Dying

  18. Deal-Busters

  19. Patients - Attract and Retain

  20. Should I Stay or Should I Go?

  21. Is There a Buyer for Every Practice?

  22. Good, Better, Best - The Market has Spoken

  23. Smooth-Sale-ing

  24. Buying Time

  25. Patients, Patience, Patients

  26. A Real Patient

  27. Why Do a Practice Valuation? I'm not Selling

  28. Irrational Exuberance or The New Normal?

  29. Do dental equipment and dental technology affect a practice value?

  30. Finding and Being a Mentor

  31. Bigger is Better

  32. Dave's Top Ten List for Buyers (Vendors should read this too!)

  33. How Well Do You Know Your Practice?

  34. Dave's Top Ten List for Vendors

  35. What will happen to dental practice Values in the next 10 years?

  36. Your Premises Lease is an Important Asset

  37. What are Associates Thinking?

  38. There is Life Outside the GTA

  39. When Is the Right Time to Sell My Dental Practice?

  40. Mergers are a Viable Option

  41. Is Your Associate an Asset or a Liability?

  42. Has your Practice Facility Kept Up With Your Billings?

  43. The 100 per cent of Gross Myth

  44. The Past, The Present and The Future

  45. Caveat Emptor

  46. Overpaid Long Term Staff

  47. Selling your Practice in Stages

  48. A Potential Pitfall of Selling Shares

  49. Value in Your Practice Through Balance

  50. Only Trusted Staff Can Defraud You

  51. To Own or Not to Own Practice Real Estate? That is the Question.

  52. Coping With A Large Patient Base

  53. Successful Dental Practice Transitions

  54. Taking Care of Business

  55. The Investing Dentist Phenomenon

  56. Two areas to focus upon that could negatively impact the value of your practice

  57. Organize your Debt in Order to Sell your Practice

  58. Having a Better Team

  59. How Do I Prepare My Practice For Sale

  60. How Do I Prepare My Practice For Sale? Part 3

  61. How Do I Prepare My Practice For Sale? Part 2

  62. How Do I Prepare My Practice For Sale? Part 1

  63. Advice to My Son or Daughter Graduating from Dental School

  64. Transition - What to Expect

  65. Discussion on Digital X-Rays

  66. Partnerships and Shotguns

  67. Strategic Planning - How to Get Started

  68. Calling All Vendors - Practices have Gone Up in Value

  69. Purchasers: Expect to Pay More for a Practice because of Lower Professional Corporation Tax Rates

  70. Matrimonial Practice Valuations

  71. Purchaser's Guide to Affording a Practice

  72. Location Improvements Throughout Your Career

  73. Small Practice Valuations

  74. Partnerships – The Best and The Worst

  75. Changing Location When the Opportunity Comes Along

  76. Visual Presentation of Your Practice

  77. Presentation of Charts

  78. Your Premises Lease Can Be Your Worst Enemy

  79. How to Select an Appraiser for Your Practice

  80. How Are Your Billing Ratios?

  81. It Pays to Invest in Your Tangible Assets

  82. The Importance of Separate Financial Statements

  83. Five Time Frame Levels to Sell a Practice

  84. 12 Suggestions to Safeguard Computer Data

  85. How to Buy a Visible Practice

  86. Why is there a shortage of good practices today?

  87. The Importance of Equipment in the Purchase of a Practice

  88. The Balanced Practice

  89. Will My Practice Be Saleable in The Future?

  90. Buyer Be Aware

  91. Excess Profit - The Second Key

  92. Patients and Profits are the Keys

  93. Plan Ahead

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