Seller Carrybacks and Veterinary Practice Transitions Today
You’ve heard the term “Seller Carryback,” but what does it mean?
Seller carryback financing is when the seller of a given property, or in this case, a seller of a veterinary practice and assets, acts as a lender for the buyer if a conventional bank will not offer the full amount that the buyer needs to close the sale.
Years ago, it was commonplace for a retiring veterinarian to act as the lender for someone to purchase a veterinary practice. Seller financing was driven largely by the fact that banks and financial institutions had yet to embrace the industry like they do today. Therefore, there was a wide variety of structures, interest rates, terms, etc. that were built into those transitions and the exchange of funds between the buyer and seller.
Much like the rest of the veterinary world, the industry and the financing supporting transitions have evolved. In most transactions, it is quite common for the seller to receive all the cash at the time of closing, which is ideal. However, certain circumstances still exist where seller participation in financing is a requirement. In these cases, the buyer’s lender will require the seller to carry a certain portion of the purchase price. Usually, that amount is 10-25% of the total purchase price. Why would a bank need that, you might ask? Some common scenarios include: a declining revenue trend, uncertainty around the buyer’s production capability, and tight cash flow, to name a few.
Every lender has different standards around seller participation, but here are some common features of that path in the current environment:
- Term: Most carrybacks are amortized similar to the buyer’s bank loan. Payments based on a 10-year repayment are common.
- Rate: Since these loans are typically junior to the bank loan it is not unusual to see a seller note 0-2% higher than the banknote. Right now, around 5% is reasonable.
- Prepayment Penalty: Sellers typically want to receive the funds over a shorter timeline of 10 years. Most carrybacks do not have prepayment penalties so that the loan can be paid off or refinanced within 24 months of the transition.
With talks of increasing capital gains taxes in the near future only time will tell how prevalent carrybacks will become.
For more information, please contact us today.
Read MoreSeller Carrybacks and Dental Practice Transitions Today
By Jen Bennett, Practice Transition Advisor
You’ve heard the term “Seller Carryback,” but what does it mean?
Seller carryback financing is when the seller of a given property, or in this case, a seller of a dental practice and assets, acts as a lender for the buyer if a conventional bank will not offer the full amount that the buyer needs to close the sale.
Years ago, it was commonplace for a retiring dentist to act as the lender for someone to purchase a dental practice. Seller financing was driven largely by the fact that banks and financial institutions had yet to embrace the industry like they do today. Therefore, there was a wide variety of structures, interest rates, terms, etc. that were built into those transitions and the exchange of funds between the buyer and seller.
Much like the rest of dentistry, the industry and the financing supporting transitions have evolved. In most transactions, it is quite common for the seller to receive all the cash at the time of closing, which is ideal. However, certain circumstances still exist where seller participation in financing is a requirement. In these cases, the buyer’s lender will require the seller to carry a certain portion of the purchase price. Usually, that amount is 10-25% of the total purchase price. Why would a bank need that, you might ask? Some common scenarios include: a declining revenue trend, uncertainty around the buyer’s production capability, and tight cash flow, to name a few.
Every lender has different standards around seller participation, but here are some common features of that path in the current environment:
- Term: Most carrybacks are amortized similar to the buyer’s bank loan. Payments based on a 10-year repayment are common.
- Rate: Since these loans are typically junior to the bank loan it is not unusual to see a seller note 0-2% higher than the banknote. Right now, around 5% is reasonable.
- Prepayment Penalty: Sellers typically want to receive the funds over a shorter timeline of 10 years. Most carrybacks do not have prepayment penalties so that the loan can be paid off or refinanced within 24 months of the transition.
With talks of increasing capital gains taxes in the near future only time will tell how prevalent carrybacks will become.
For more information, please feel free to contact Jen Bennett.
Read More5 Practice Transition Pitfalls and How to Avoid Them
A successful transition involves preparation and knowledge. There are numerous things you should do to get your practice ready to sell and making even one mistake can cost you. Here are five transition pitfalls and how to avoid them.
Letting your production and profitability go down prior to selling. We have seen many practices that were producing $300k to $500k a few years prior to contacting us, but collections and profit tanked when the veterinarians cut back on their hours and their associates didn’t make up the difference. This can result in hundreds of thousands in lost practice value. As you head closer to a transition, keep your production numbers, and your profit, up.
Counting on selling your practice to your associate. This always sounds like a great plan. But statistics show that over 70% of associate-to-own opportunities do not make it to a sale. What happens if your associate decides they want to practice in another town? Or your associate finds an opportunity in another practice? Protect yourself by getting everything in writing and using an intermediary if possible. In addition, consider having your associate put away money in a non-refundable escrow account.
Not evaluating all options. When we ask veterinarians if they are okay with selling to a corporate buyer, we often hear, “No way.” Here’s why you should keep an open mind. While an individual buyer may be limited to paying 2 to 4 times earnings before interest, tax, depreciation, and amortization (EBITDA), some corporations are willing to pay 5 to 10 times EBITDA, and sometimes even more. We have negotiated sales to corporate buyers that got the sellers $1M more than originally expected. That’s a million dollars to help pay for grandchildren’s education, give bonuses to hardworking staff and enjoy retirement.
Telling your staff too early. A common question we get asked is, “When should I tell my staff about the sale of the practice?” We suggest waiting until the agreements are signed. Telling staff too early may result in them leaving for another opportunity. For those who stay, it creates a fear of the unknown. Who’s the new buyer? Will my job stay intact? Will my pay be the same? What about my benefits and hours? Waiting may not seem like the right thing to do, but it really is.
Going it alone. Corporate buyers are throwing out offers to potential practice sellers left and right. Some are even hiring DVMs to tell you that you do not need representation, that they will handle everything. But is their offer the best one you can get? Without representation, how would you even know? A good practice transition broker knows all the different buyer types and what kind of terms and pricing they typically offer. If you try to sell your practice on your own, you could sell to the wrong buyer for the wrong price.
These are just a few of the many pitfalls you might encounter when selling your veterinary practice. With experts on your side, you can avoid them – and other costly mistakes.
Want to make your transition as smooth as possible? We can help. Contact us for a free consultation.
Read MoreWhat is My Practice Worth?
By Megan Urban, Practice Transition Consultant
Have you ever said something like this? “In the 90’s I was producing over $1.5M. Five years ago I was producing $900,000. My practice must be worth at least $1.0M and this area has huge potential.” Value is not based on “long ago past” numbers nor “potential” numbers. Buyers don’t pay for what you did over 3 years ago nor potential. They have to put in the work for the “potential”, so they don’t pay you for that and most banks and appraisers look at the last 3 years.
First of all, production is not nearly as important as collections. In some offices, the two numbers might be pretty similar, but in many, there is a huge variance due to large insurance write-offs, any in-office discount plan, and uncollected production. Next, how much of your collections are you taking home?
Let’s talk about what your practice may be worth, potential action items, and who should assist you to value and sell your practice. It is one of the most important decisions in your life that impacts your income.
Gather your team of trusted advisors. Now is not the time to listen to friends and family that aren’t familiar with the dental industry and do not have many years of experience. You will want a reputable transition consultant (broker) and dental-specific CPA and attorney. Your transition consultant will have a list of dental-specific CPAs and attorneys that do much of the work in your area. The CPA will help you to maximize any retirement plan you have, reduce taxes, and pay off the debt in a way that makes sense for your specific situation. The attorney will ensure all sale agreements, non-compete, and re-do treatment is correct, as well as any work back or carry back documents.
To help with a simple and successful transition, ensure your financials or books are clean. Work with your CPA to ensure personal expenses are not being run through the practice. Know what your actual take-home is out of your collections. If collections are high but all expenses are high too, the value won’t be as high as you’d like.
Take a look at your AR and try to collect as much as possible and do any necessary write-offs. AR can be purchased by the buyer and the over 60 or 90 days old is not worth much unless you can show the patients are keeping up with monthly payment plans.
Most dentists don’t think they have many credit balances, but there are sometimes surprises here. Some credit balances may be correct and you need to do your due diligence to refund the money or better yet, finish treatment. Check that the credits are not an error. EOBs are difficult to read and an insurance adjustment may need to be modified or corrected. Credit balances are often adjusted directly off the purchase price.
So, how much is your practice worth? Your transition consultant will complete a full valuation and prospectus and then together you can set the price. If collections and/or income have been declining, that’s fine if you’re happy, just understand that buyers don’t pay for “old days numbers” and “potential”.
Read MoreTips for Managing Your Team When Acquiring a Veterinary Practice
When you purchase a veterinary practice, you aren’t just responsible for the building and equipment, but you also have a big role to play in making sure that new and existing team members come together smoothly. This can be a delicate process and quite difficult to navigate on your own, but there are a few tips you can follow to make everyone’s lives a lot easier.
Value Your Acquired Team Members
It should never be a case of “out with the old, in with the new” when it comes to putting together a veterinary team for your newly bought practice. The acquired team members have a lot of value and are an integral part of the relationship the practice has with the patient base. They may also be a big reason that many patients decide to stick with the practice. It’s essential to let existing team members know that they are important and take the time to communicate any changes on how the office will be run. Try to be patient if the transition seems slow because this will make things much more seamless compared to trying to implement whole new systems right off the bat.
Prepare for Bumps
Some of the team members at your newly purchased practice may have been there for decades or done things very differently under the previous owner. Any big changes you make will almost inevitably lead to some dissatisfaction and conflict, so it’s important to be mentally prepared that not everyone is going to like your decisions, even if you know they are in the best interest of the practice. Make it apparent that the lines of communication are always open so that team members can express grievances through the right channels. It’s also important to let your incoming staff know that they may need to help the acquired team acclimate to any shifts in day-to-day operations (they should be instructed on productive ways to do this).
How a Veterinary Consultant Can Help
Before you find yourself dealing with a mixed veterinary team, it’s important to work with an experienced consultant when buying a practice so that the transition can be as quick and harmonious as possible. They can help you choose a practice that aligns with your business and personal goals, show you how to train and retrain team members, and help you find the right people so the practice starts on the right foot. Contact us today and we will help get you started!
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