The Dental Practice Sale

A Practice Orbit Podcast
The Dental Practice Sale

Dentistry, as a business, is in a period of flux today. Retiring dentists want to maximize the sale value and aren't sure where to find a strong buyer. Mid-career dentists want to grow beyond the traditional single office practice. Associates seeking financial predictability aren't sure if private practice will provide it. And Institutional dentistry (DSOs, DPOs) are driving up valuations, but often with complex deal terms. Amid this landscape, the Dental Practice Sale podcast is intended to provide it's listeners with (1) education and seller stories and (2) insights into how the www.practiceorbit.com platform can help these various parties operate more effectively together in it's online marketplace.

  1. 2024. 12. 17.

    The Affect of Delta Premier on Dental Practice Valuations

    **If you are a Delta Premier provider and receive Delta Premier reimbursement rates, congratulations! ** You’re a seasoned dental practitioner who has been around a while! For those who might not know, Delta Premier is a grandfathered level of billing which Delta no longer offers to new dentists or to new owners of dental practices. The current top level of Delta billing, at least for those without Premier status, is Delta PPO. So, what happens if you’re a Delta Premier provider and are considering the sale of your dental practice? Does it affect your value? And, if so, how? The short answer is that it most likely will negatively affect the value. Let’s dig a little deeper. Let’s first note that if you are a buyer considering the purchase of a dental practice where the dentist is a Delta Premier provider, then you should take great care in understanding the financial impact to you after you become the owner. I am aware of a practice that was purchased for nearly $2,000,000 which went bankrupt in just over a year because of this issue. Buyer beware! It sounds ominous, but it’s not that bad if you understand it and plan for it. To really explain the effect of Delta Premier on practice value, we’ll look at it from the seller’s perspective. The heart of the issue is that Delta Premier rates of reimbursement will be reduced to Delta PPO rates of reimbursement when the new dentist gets credentialed. As sellers, you can expect savvy brokers, bankers, and buyers to estimate this reduction and subtract it from your collections. As we know, collections play a major role in the net operating income (NOI) of the dental practice. In other words, the higher the collections, the higher the NOI and the higher the practice value. The same is true when collections move the other way. In the case of Delta Premier rates, practices that have a heavy premier patient base will see higher offsets to their collections. That being said, calculating this reduction can be tedious and challenging. A listing broker should do their best to estimate this reduction; ultimately, however, the responsibility falls upon the buyer and the buyer’s consultants to determine the true effect of Premier billing. A rough estimate to calculate the premier reduction is to assume that 15% of the total collections come from Delta. Of those collections, 30% are rated as premier, so the math looks like this: Total Collections x 15% x 30% = Delta Premier Reduction In the case of a practice collecting $1,000,000 and using this formula, the reduction would be $45,000. However, it would not be accurate to say that the value of the dental practice was reduced by $45,000. Reducing the collections and the NOI by $45,000 could mean $100,000 swing in value to the banks based on their underwriting standards. Of course, the formula above is just an estimate. A seller can show that the reduction might be negligible. For example, they might be able to prove that only 20 of 2,000 patients are rated as Delta Premier in their practice. In this case, the broker might not make a reduction and would just disclose in their marketing materials that the seller is a Delta Premier provider but that premier accounted for 1% or less of total collections. To sum up, both buyers and sellers should take time and care to understand the effect of Delta Premier billing on the value of a dental practice. Doing so will ensure a fair trade for both parties and protect against very unfortunate surprises.

    14분
  2. 2024. 11. 26.

    What if my lease only has a few years left, can I still sell my dental practice?

    Dealing with a short term lease in the sale of of a dental practice requires some extra effort, but it is not an insurmountable issue. The target for banks who are funding a loan for the buyer of the practice is at least 5 years of term on the lease, with many dental leaders requiring 10 years. The requirement from these lenders can be met by the current term (firm term) on the lease or a combination of the current term plus any lease options. The lender just wants to know that the buying dentist can remain int the same location during the term of the loan. They know that a displaced dentist may suffer a financial setback and, consequently, not be able to make his or her loan payments. Customarily, the lease assignment is handled by the attorney of the dentist buying the dental practice. This generally occurs simultaneously with the drafting of the purchase and sale agreement. The selling dentist will notify the landlord of the proposed sale and introduce the buyer and buyer's attorney to the landlord. The buyer's attorney will then work with the landlord to provide qualifying information about the buyer and coordinate the drafting of the assignment and as often is required, the personal guaranty. When the lease has less thank 5 years of current term, the buyers attorney will also negotiate a lease extension as part of the assignment is finalized, the buyer will not only take over the lease but will have enough extended lease term to satisfy the bank. This is why dental lenders will always want to review both the final purchase contract and final lease documents prior to the drafting loan documents and funding the loan. Should a dental broker be involved in this process? The short answer is sometimes. While dental attorneys are good at memorializing agreements, they may not be knowledgeable at negotiating market terms of the lease. What if the buying dentist could get concessions such as free rent or tenant improvements as part of the lease extension, or even a lower rate? A dental broker who negotiates leases and is in touch with the market conditions would know how to negotiate the best terms of the lease. But, introducing a broker to the process means that someone is going to have to pay a brokerage fee, and landlords generally don't like to pay brokerage fees when they already have a tenant. The reality is that the lease assignments are generally just headaches for the landlords because they are basically swapping one tenant for another and are likely not benefiting much financially. Because of this, lease assignment can take longer than expected as landlords often put them on the "back burner". On top of that, if a broker is introduced into the mix, the landlord may become even more reluctant to work through the process. To sum up, yes you can still sell you dental practice even with just a few months left on the lease. If you are going to sell you practice, I would not recommend extending your lease prior to the finding a buyer. Doing so means you could be liable for the lease payments over the entire new term. A better strategy is to find a dental buyer first and then have the attorneys negotiate an extension for the buyer. This will most likely to result in you, the seller being removed as a guarantor of the lease in the shortest amount of time.

    18분
  3. 2024. 11. 19.

    Top 10 Deal Points in a Dental Purchase and Sale Agreement

    Every dental office sale requires that dental buyers, dental sellers, and attorneys agree to several, major deal points within the asset purchase agreement. Keep in mind that these negotiated deal points come after both parties have agreed to price and timing, and, while most of them are typical in the business-selling world, some are specific to dentistry. Below are our top 10: 1. Price AllocationThe buyer will most likely be purchasing the assets of the dental practice rather than the seller’s corporate stock (assuming seller is established as an S or C Corporation). For tax purposes, the purchase price of the practice will be broken down into categories including supplies, furniture & equipment, non-compete, personal goodwill and corporate goodwill. How the price is allocated to each of these categories impacts the taxes for the seller and the depreciation schedule (future taxes) for the buyer. As a general rule, approximately 75-85% will be allocated to goodwill, unless all of the equipment is brand new. Most buyers and sellers ask their accountants to provide and agree to the allocation. 2. Account ReceivableBecause payment for work done by the seller prior to the sale will be received by the buyer, the parties must agree how this is to be treated. The easiest and cleanest way to do this is for the buyer to purchase the accounts receivable at the same time they purchase the practice. This is done at a discount using a sliding scale. For example, the buyer would pay 90% of A/R in the 0-30 day tranche, 80% of A/R in the 31-60 day tranche, etc. There are three reasons for the discount: The seller receives the money now rather than waiting.The buyer now assumes the risk of non paymentThe buyer will be paying staff in order to collect the funds. When purchasing the A/R, the calculation is customarily done one day prior to closing. If the buyer does not buy the A/R, the front desk will need to keep careful records of payments received, and buyer and seller will need to develop a method of depositing the seller’s money in the seller’s account. There is generally a 5% fee the seller pays the buyer for administering AR collections. 3. Delta PremierDelta Dental has discontinued its Premier reimbursement rates for all new contracts. This means the buyer will only be able to receive Delta PPO rates, which are generally 25%-40% lower, depending on the sellers UCR schedule. If the seller is a Delta Premier provider, the buyer will most likely experience a reduction in collections for Delta patients (the difference between Premier and PPO fees). This is an important disclosure when buying and selling a practice and could make a significant impact on the value. 4. Covenant Not to CompeteThe covenant not to compete ensures that the seller does not open a competing practice near the practice being sold. These covenants are usually for a specific period of time and specify a distance from the practice, 5 years and 15 miles for example. While these numbers are negotiable, the buyer should take great care in analyzing the impact of this covenant. This particular deal point should be addressed upfront on the letter of intent. Keep in mind that there is still some question as to the enforceability of this covenant in California. 5. Non-solicitationSimilar to the non-compete covenant, the seller must covenant not to solicit the dentist’s office patients or staff from the practice being sold. Doing so would be detrimental to the buyer and the buyer’s success. When buying a practice, a buyer relies on the staff staying in place and all patients staying with the practice (except for those noted by the seller such as family and friends). 6. Dental RetreatmentsRetreatments can be burdensome for a buyer. A clear understanding of how retreatments are to be handled post sale is...

    26분
  4. 2024. 11. 12.

    What things can I do now to increase the value of my dental practice?

    Preparing your dental practice for sale is much like selling any other business. When you increase income and decrease expenses, the value goes up. Conversely, if you have high overhead relative to your collections, the value of your practice decreases. High overhead might be attributable to Staff costs that exceed the dental industry average. For a general dentist, that would be approximately 28%. High staff costs don’t just happen overnight. They happen when you continually give pay increases without corresponding increase to your collections. In heavy PPO practice, this trend has been common over the past few years due to a loss in Delta Premier and general lowering of contracted rates.Facility costs (rent/maintenance) that exceed 10% of collections. We’ve found that practices with the highest value don’t correlate to practices with the nicest offices. And remember, you may only get 25 cents on the dollar, or less, of the value of a buildout/remodel when selling your practice. Hence, we don’t advice doing one within 5-7 years of selling your dental practice.General spending in other areas that don’t affect your collections. With that in mind, if selling is on the horizon, there are things that you can do now to prepare your dental practice for sale. Anything to streamline the health of your dental practice and your financial statement should be done as soon as possible. Buyers and banks like to see seasoning, or an amount of time to prove effectiveness. For example, you can’t just fire your staff one day and then expect to benefit from the savings the next. Banks usually use 3-year averages, so it takes time to make meaning adjustments. As mentioned, increasing collections is an obvious start in increasing dental-practice value. Chances are though that if you are considering selling your dental practice, you might be out of gas and not excited about taking on more advertising, attending more study clubs or learning specialized skills. You may have even seen collections start to trail off. If this is the case, I would recommend selling immediately. The last thing you want is a “falling knife” scenario where collections are trending downward, and no one can predict how far down they will go. But if you’ve got some fumes left in the tank, then work to get those collections up. Upward trending collections allow banks and buyers to put more weight on the most recent year, and this can be a good thing—like the COVID rebound most dentists experienced in 2021. Next, take a look at your expenses. Trim everything you can. Do you really need Netflix, Hulu and AppleTV+ in the office? Can you find a cheaper and comparable lab? There is always something. The largest portion of dental office expenses is in payroll. You’ll want to be careful here, especially in the current labor market. Finding good and devoted staff is tough. You may find that you actually need to hire staff, such as increasing hygiene days by hiring another dental hygienist or even looking for a hygienist with extended function to free you up to do more specialty work. Leveraging staff for higher collections is always a good thing. Lastly, consider tiding the place up. As mentioned above, I wouldn’t recommend a full remodel, but if the walls are chipped and dirty, paint them, if the floors and carpet are scuffed and worn, fix or replace them. Is your cabinetry a strange color from the 70’s? If so, consider a cost-effective way to update them by refinishing the doors, for example. As we know, these office cosmetic touches may not sway the banks since they rarely ever see a practice, but they will influence and motivate buyers. The more dental practice buyers you get writing offers, the higher the price will potentially go. So don’t hesitate to take action now. Just like regular brushing and flossing, hard work and effort will pay off in the future.

    15분
  5. 2024. 11. 07.

    Partnership Valuations

    Episode Summary: In this episode, we dive deep into the intricacies of valuing dental practices, particularly in the context of partnerships. We break down key valuation concepts for general practitioners (GPs) and how factors like cash flow, overhead, and goodwill contribute to a practice’s overall worth. We also explore different partnership models, including associate buy-ins and common pitfalls when transitioning from associate to partner. Gain insight into how practice owners and associates can fairly assess and negotiate valuations to build equitable and sustainable partnerships. Key Points: Understanding Dental Practice Valuations: Importance of cash flow, overhead, and goodwill in determining a practice's value.Associate Buy-In Models: Different approaches for associates buying into a practice, including up-front 50% buy-ins and phased purchases over time.Calculating Ownership Value: Methods for estimating buy-in costs for associates and considering contributions to the practice’s growth.Equity Distribution and Decision-Making: Pros and cons of 50-50 ownership versus minority stakes, and how these impact authority and motivation.Potential Pitfalls in Partnerships: The need for clear agreements around patient distribution, revenue sharing, and equity to avoid conflicts and financial imbalances.Importance of Professional Guidance: Engaging accountants, attorneys, and other professionals to ensure fair valuations and sustainable partnership structures. #DentalPracticeValuation #DentalPartnership #AssociateBuyIn #DentalBusiness #DentalFinance #PracticeGrowth #DentalPartnerships #Goodwill

    21분
  6. 2024. 11. 05.

    The 2022 Dental Practice Sale Outlook

    The year 2021 will g down in the books as our "rebound" year-the year the dental industry clawed its way back to the new normal after COVID. Most dental practices experienced a robust rebound as patients came back after long absence from treatment. This led to increase collections, full schedules and, oddly, a challenging labor market. We expect 2022 to continue this trend and remain a strong seller's market for those selling their dental practice. However, several risk factors could derail the trend. These include COVID resurgence, adverse tax changes/shortage, and global economic and political shifts. While we don't expect another full dental shutdown like we experienced in early 2020, a COVID resurgence may cause patients to push pause on dental treatment. This will differ from 2020 when patients "couldn't" get treatment to a situation where patients "wouldn't" get treatment. Should this happen, we expect downturns to follow the weather, viruses historically being more active in the colder months of Q1 and Q4. Dental practices can attempt to insulate themselves from patient continuousness by promoting safety and protocols, being diligent about staying in contact and even upping penalties for cancelations. ON the flip side, dental practices may also experience further staffing strain due to COVID flare ups, whether staff become infected or fear exposure by being chairside all day. Offices should have clear COVID policies and double ensure that staff remain safe and comfortable. Retaining staff in your dental practice will be as important as unlocking the front door in the morning. On the subject if staffing, office values can be adversely affected by loss if staff and even newness of staff. Dental buyers know that hiring new staff members is extremely challenging in the market with many staff members tempted to move for higher pay and/or locations more proximate to their homes. This is especially true with hygienists whose payrates have seen double digit increase in 2021. These payrates have seen double digit increase in 2021. These payrates may continue to increase as finding skilled hygienists remains challenging and doctors are reluctant to sit at the hygiene chair themselves. For buyers, considering a practice without a hygienist is almost a nonstarter. Other staff members are equally important. Doctors who are selling to relocate and attempt to take staff members with them will likely experience considerable downward pressure on the pricing. Although Staffing will remain a challenge, possibly the greatest risk facing the dental transition market is capital, i.e., banking. While most do not consider a dental office as being global, most would agree that banking is. The recession of 2008 started in the capital markets when large pools of securitized loans (CMBS) could no longer be sold. This caused an immediate banking shutdown, which lasted for months. The world has since cautiously restarted the CMBS engine, but other events can and will affect banking, and banking could be considered the most important reason the sakes market is currently so strong. Buyers of dental practices can borrow below 3% right now-historic lows in most of our lifetimes. While we expect this to last for 2022, we are anxious about unrelated events that could cause banks to pump the brakes-events like China's faltering commercial real estate market or continued lag in the supply chain...among a long list of others. If banks pull back, practice sale will slow considerably, and lending may only be available to A+ credit borrowers. In these cases, we anticipate loan dollars receding from higher near 90% of collection to amore conservative range of 70%-80%. We continue to encourage dentists considering a sale of their practice in the next 2-3 years to consider a sale sooner. With current market dynamics, many sellers of dental practices are being spoiled by multiple offers from eager...

    12분

소개

Dentistry, as a business, is in a period of flux today. Retiring dentists want to maximize the sale value and aren't sure where to find a strong buyer. Mid-career dentists want to grow beyond the traditional single office practice. Associates seeking financial predictability aren't sure if private practice will provide it. And Institutional dentistry (DSOs, DPOs) are driving up valuations, but often with complex deal terms. Amid this landscape, the Dental Practice Sale podcast is intended to provide it's listeners with (1) education and seller stories and (2) insights into how the www.practiceorbit.com platform can help these various parties operate more effectively together in it's online marketplace.

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