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Articles

Volume 76: Deal-Busters

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One of our main objectives as Dental Practice Brokers is to ensure that transactions close. Unfortunately there are circumstances that arise that can cause a deal to either get delayed or possibly not close at all. I believe it is beneficial to the readers of the Professional Advisory to review the major impediments to a successful practice sale.

The premises your practice is located in forms a significant portion of the goodwill of the practice. As regular readers will know, goodwill accounts for about 80 per cent of the value of most practices. In order to transfer the premises to another dentist, the dentist has to be granted long term use of the space. There are two types of practice premises: owned and rented. In each case the premises must be the appropriate size for the practice, not too large and not too small. It must have the appropriate cost for the practice size. Occupancy cost should equal roughly 6.5 per cent of gross income. It does not matter if it’s rented or owned, the cost to the practice should be the same. This cost does not include the equity portion for owned premises. This equity portion derives its own return from the longterm capital appreciation of the real estate. In rented premises, the lease must be easily assignable, the buyer will need a minimum term of 10 years after closing, and there should be no demolition clause. In owned premises, the selling dentist must be prepared to sell the premises with the practice at fair market value, or enter into a long term lease of perhaps 15 to 20 years, and should also offer an option to purchase to the buyer in the lease. A critical review of your practice premises is a natural first step before contemplating a sale. If you are in leased space, consider having a lease consultant review your lease.

Another critical component of the goodwill of your practice is your team. You should have the right number of good people working with you. Resist the temptation to add extra staff members as floaters. If you have a bad apple on your team, deal with it as it will make your practice better now, and after the sale. Your staff should be paid market rates for their positions. Overpaid staff, more often than not create problems for the sale of your practice. Your total staff cost should be approximately 25 percent of gross.

If you have long term staff that you would like to reward, it is better to do it with bonuses and not salary. It will enhance the value of your practice if you get all of your staff on professionally drafted employment contracts. If you do this, it is critical that it be done properly, with enough notice, and proper legal documentation. Plan on doing this at least two years before you sell.

Associates can be a significant benefit to a dentist. They allow you more personal time, work the hours you don’t want to work, and increase practice revenue. They can also be a significant risk. They get to know your patients and may or may not be a potential purchaser of your practice. If you have an associate, you must have the associate sign an associate agreement, prepared by a reliable lawyer, prior to the associate seeing any patients. The agreement must contain non-competition language within a reasonable geographic radius and non-solicitation language for patients and staff. Many associates believe they are entitled to buy your practice at lower than market value because they have contributed to the value through their own work, and because they have relationships with “their” patients. This is obviously not true; however it highlights the necessity for the agreement.

You must have clean financial statements that are prepared by an accountant. The results shown on your financials must be corroborated with the production reports from your practice management system and must also align with your bank statements. If you offer discounts and have to write-off portions of fees, this must also be reflected in the reports. If there is any cash or bartering accepted for treatments, this will not be included in the financials and will have the effect of actually reducing the value of the practice. This is because typically the costs for staff and supplies for those treatments will be reflected in the reports with no corresponding revenue.

This is a very competitive market for buyers which may lead some sellers to conclude that anything can be sold. This is not the case. Buyers are smart and well advised. The dollar amounts involved in these deals are very significant now so they will do their diligence before committing to completing the purchase. They will analyze all the areas that I have discussed in this article and will not complete the purchase if they are not satisfied with the results. The sellers that are prepared and have clean records, balanced financial metrics, good staff and patients will enjoy smooth, stress free and rewarding transition.

David Lind is a Principal and Broker of Record 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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