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Volume 49: Caveat Emptor

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We have been engaged by several buyers recently to provide a valuation for a target practice they were considering acquiring. That by itself is not interesting as we have performed this function for buyers (and banks for financing purposes) for many years. What is interesting is the timing of our engagement and the outcome as a result of our findings.
 
In a more balanced market, we would generally be contacted to provide our valuation prior to the Purchaser and Vendor negotiating the terms and conditions of a transaction. The last few years have seen quite an imbalance in the market where there are more buyers than sellers. This fact has caused buyers to try to secure the target practice by negotiating the terms and conditions of a deal before they know its true value. Then, after the fact, they get us involved in order to confirm what they think they are buying or verify what has been represented to them is accurate. This can be an effective way to proceed, however as you’ll see, it can also be a frustrating waste of time, money, and potential lost opportunity.
 
Regular readers of The Professional Advisory will remember that the primary drivers of practice value are Patients and Profit. In order to assess value it is not appropriate to simple apply a multiple of gross revenue and make an offer such as “I will buy your practice for 100 per cent of your gross”. The following examples will show you why.
 
Example 1
We were contacted the buyer who was a past valuation client for her own office. She had made an offer of $600,000 for an additional practice. The legal agreements provided a condition that she get her own valuation done. The target practice was in a Toronto medical building. It was one of several practices this Vendor had in Toronto. It was about 20 years old, had four operatories in approximately 1,000 square feet. The practice had a three year average gross income of $650,000. When we performed our chart audit we discovered that this practice only had 380 recall patients and 810 active patients (of which 230 were new). This gives us billings per recall patient of $1,725 which is virtually impossible. What was going on here? We discovered that this Vendor moves patients from one office to another to accommodate his schedule. Therefore, while the gross revenue was performed in that office, it was generated on patients that were not patients of that office. The vendor had also switched from a “Dental Accountant” to a cheaper accountant who was reporting revenue from multiple locations on one set of statements. It was difficult to get the accurate financial data for that location only. Once we did, our valuation came in at roughly 40per cent of gross. Needless to say the Purchaser abandoned the transaction.
 
Example 2
In this situation we were referred to the client by his practice management consultant. He engaged us to do a valuation that he needed in order to get financing on this practice he was getting a “great deal” on. The practice was in South Western Ontario. Purchaser was paying $850,000 for a practice that grossed over $1.2 million last year. It had eight operatories of fairly modern equipment and was located in a good stable ground floor professional centre. The problem here was the Vendor had allowed a colleague in need to move into his practice. This colleague brought his own patients and generated approximately $350,000 of the $1.2 million. He was paid the normal 40 per cent associate split. This colleague had recently left (with his patients) so the revenue would not be recurring. After normalizing out the one time revenue, we were left with a practice that had steadily declining revenue over the last three years and flat overhead. Naturally the bottom line was taking a serious hit and the facility is grossly under-utilized. The practice was valued at around $750,000 and the deal did not proceed.
 
In both of these cases, the Vendors accepted the outcome and were quite interested to learn the necessary steps they needed to take to properly prepare their practice for a future sale.
 
While we take no joy in being the purveyors of information that may scuttle a deal, we do feel it is important that Buyers always empower the rule, Caveat Emptor, in order to ensure they are making intelligent buying decisions. The more transparent approach is for the Vendor to have the practice valued by a professional valuator before putting it on the market. That way, anomalies, such as those noted above could be identified and corrective action taken before entering into negotiations to sell what, in many cases, is their life’s work. Vendors who do this, do so with the intention of providing full disclosure and receiving fair value for what they have built. That is probably the best way to put a deal together.
 
 
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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